Carmel-by-the-Sea City Council
February 7, 2023

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 7th day of February, 2023, by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED: ATTEST:
_____________________________ ______________________________ Dave Potter, Mayor Nova Romero, MMC, City Clerk
Attachment 1

CARMEL PUBLIC

LIBRARY FOUNDATION
January 26, 2023
Chip Rerig. City Administrator and City Council
Monte Verde Street between Ocean and 7th Aves.

P.O. Box CC
Carmel, CA 93921
Dear Mr. Rerig,
The Carmel Public Library Foundation respectfully requests consideration of our request to hold our donor cultivation event, the Donor Salute on Sunday - March 5, 2023 from 3:00pm-5:00pm and our legacy appreciation event, the Sterling Circle on Sunday- June 11, 2023 from 3:00pm-5:00pm at the Main Library.

We plan to serve wine at each of the events. We are eager to obtain whatever approvals are necessary.

Please let us know the necessary steps involved and if you require any additional information or documentation.

Thank you for your consideration of our request.

Sincerely,
((v-k��
Alexandra Fallon
Executive Director
PO. Box 2042, Carmel-by-the-Sea, CA 93921 tel (831) 624-2811 fax (831) 626-1788 www.carmelpubliclibraryfoundation.org -- - ----� ----
Attachment 2

CITY OF CARMEL-BY-THE-SEA

POLICY AND PROCEDURE
Subject: Support Groups Policy Policy/Procedure No: C89-47 Effective Date: 3 October 1989 Authority: Resolution No. 89-121 Purpose:

To establish a formal procedure for relationships between the City and its support groups.

Policy/Procedure:

As fully set forth in the policy document, attached.

Responsible Party:

City Administrator/City Council
Department of Origin:

Administration/City Council
Revision Dates:
6 March 1990 (Resolution No. 90-26)
4 August 1992 (Resolution No. 92-70)
3 April 2007 (Resolution No. 2007-19)
2 October 2012 (Resolution No. 2012-70)
7 September 2021 (Resolution No. 2021-046)
Rescinded Date:

City Administrator Approval:
_____________________________________________________________________________________ Signature Date
4 January 2022 (Resolution No. 2022-009)
Attachment 3
Support Groups Policy
September 21, 1989
General:

The City Council recognizes that individuals of the community will join together from time to time in support groups to assist the municipal organization (City) or one of its departments for a variety of reasons. The City Council also recognizes the value of the assistance so provided by support groups and encourages the formation of such groups where appropriate and/or a need exists. So that both the City and its entities and the support groups have a clear understanding of the nature and extent of the relationship, the following guidelines have been developed and adopted by the City Council.

Definition:

Support groups are associations of individuals who have voluntarily joined together in a unit whose sole or primary purpose is to provide assistance – monetary, social, cultural or otherwise – but not political – to the City or one of its departments.

Nature of Relationship:

The City recognizes the importance of support groups to the financial, social, cultural and environmental fabric of our community as well as the need for private support groups to be independent and freed of the restrictions which are applicable to public entities. It is also recognized by the City that a relationship will exist between support groups and the City. It is the intent of the City to keep the relationship with all support groups to a minimum, recognizing that support groups are private in existence, a status which requires neither the specific public noticing, reporting and liability responsibilities of, nor financial assistance from, the City.

While members of support groups have the freedom of association guaranteed by the Constitution, the support group is recognized by the City as a private body.

City Involvement with Support Groups/Personnel:

City personnel, whether elected, employed or appointed, shall not serve on the board of directors (either as a member or in an ex officio capacity) of a support group. Employees of support groups are not City employees and support groups and their officers shall refrain from representing themselves as agents or officers of the City. City staff will be assigned by the City Administrator to serve in a liaison capacity and to provide technical assistance to support groups if requested.

Use of City Facilities*:

Support groups are entitles to free use of City facilities for meetings, either general membership, board, executive committee, or special committee as long as:
a) The date and time are convenient to the operation and maintenance of the facility in which the meet is desired;
b) The meeting room is not needed for a City board, committee or commission meeting; Attachment 3
c) The meeting is to occur during regular hours of operation or does not require the scheduling of staff beyond regular schedules if held at a time other than regular hours; d) The desired room is available;
e) The City will not incur a substantial cost for providing the room; and f) The use of the City facilities by the support group is in furtherance of the interests of the City.

The City shall draw up an agreement with each support group which shall outline the terms and conditions for the free use of meeting rooms and of storage space. Support groups may also store assets and belongings in a public facility subject to a valid Hold Harmless Agreement and certificate of insurance being on file with the City Clerk’s office and naming the City as an additional insured party, and provided that the space is not required for municipal properties.

City facilities, with the exception of library facilities, may not be used to provide free space or equipment for the business office of the support group. The use of Library facilities shall be determined by the Harrison Memorial Library Board of Trustees, with the exception of events held at these facilities at which alcoholic beverages are offered. Limitations on such use are described in this Policy in the paragraph titled “Insurance”.*
Use of City Equipment*:

No support group, its officers or members, shall utilize any equipment belonging to the City and/or any of its departments except audio/visual equipment and room furnishings which are normally provided upon request with the use of a room. City equipment is defined but is not limited to telephones, desks, copy machines, computers and computer terminals, mail and stamping devices, facsimile machines, typewriters and adding machines. The City Administrator may grant use of City equipment in special circumstances. The use of library equipment shall be determined by the Harrison Memorial Library Board of Trustees.*
Membership Rolls:

Membership rolls of support groups and the City can be exchanged if an agreement is reached between the parties and is consistent with both State and Federal laws.

Postage:

Each support group shall secure and maintain its own Post Office box or mailing address. The City’s or a City department’s Post Office box or bulk mailing permit is to be used for official City business only. Each support group shall incur all expenses associated with the mailing of its literature, minutes, agendas and fund-raising requests.
__________________________
* For statutory provisions governing use of library facilities and equipment, see Education Code, Title 1, Division 1, Part 11, Chapter 5, Section 18919 and Carmel-by-the-Sea Municipal Code Section 2.72.050.

Attachment 3
Political Activities:

No support group, organized for the purpose of assisting the City or one of its departments shall partake, either officially or unofficially, in any political activity involving the City of Carmel-by-the-Sea, its officers, employees, or facilities. Political activity includes, but is not limited to:
• Mayoral and City Council elections
• Local ballot issues
• Involvement in administrative or personnel matters
Support Groups are encouraged to use proper and accepted internal City communication channels and the public appearances section of City Council meetings.

Insurance:

The City will provide general liability insurance coverage for support groups including the cost of the insurance deductible as long as the support groups are meeting or holding events in public buildings or at public facilities. If a support group meets away from a public building or public facility and/or outside the City limits, then it shall be the option of the support group as to whether it desires to secure insurance protection. The City will not provide insurance protection for activities and events held outside of the City limits or away from public buildings and/or public facilities and will not provide coverage at any activity where alcoholic beverages are being served unless such activity is officially sanctioned and cosponsored via a Resolution of the City Council.

Should support groups desire to serve alcoholic beverages at an event, either in a public building or at a public facility, the support group will be required to secure its own insurance coverage, unless the City Council adopts a Resolution of co-sponsorship.

Co-Sponsorship:

A Resolution of the City Council of the City of Carmel-by-the-Sea is required in order for the City to cosponsor with any support group any event, performance, activity or function, whether one-time, cumulative or ongoing.

Fund-Raising Events within Public Facilities:

The City recognizes that support groups from time to time will request the utilization of public facilities for fund-raising activities. Such requests for the use of public facilities shall be forwarded to the City Council for its review at least thirty (30) days prior to the scheduled event. The City will give preferential consideration to support groups over other groups for fund-raising activities within public facilities.

Requests for the use of Library facilities shall be forwarded to the Harrison Memorial Library Board of Trustees for its review at least thirty days (30) prior to the scheduled event.* However, any event approved by the Library Board of Trustees at which alcoholic beverages are to be offered must also have prior approval of the City Council as set forth in this Policy in the paragraph titled “Insurance”.

Support Groups are cautioned that obtaining such approval by both bodies could take seven weeks or more, depending on the scheduling of their respective meetings.

Attachment 3
Bylaws:

Each support group shall provide a copy of its current bylaws to the City Clerk.

Annual Audit:

The City requires a copy of the annual audit, review or internal financial report of each support group.

Responsibility for Implementation of Policy:

The City Administrator is delegated as the City official responsible for the implementation of this policy.

Periodic Review:

The City Council will, from time to time, review the intent and content of this policy and make any necessary amendments which it deems necessary to protect the interests of the City and the support groups. All support groups will be notified whenever a review is determined to be needed. __________________________
* For statutory provisions governing use of library facilities and equipment, see Education Code, Title 1, Division 1, Part 11, Chapter 5, Section 18919 and Carmel-by-the-Sea Municipal Code Section 2.72.050.

Attachment 3
Attachment 3
Attachment 3

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

CONSENT AGENDA
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Ashlee Wright, Director, Libraries & Community Activities APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Resolution 2023-018, Approving the use of the Sourcewell cooperative purchase contract with Krueger International Inc., dba KI doing business as Systems & Space Inc. (Contract no. 121919-KII) for the purchase and installation services for library shelving; and authorizing the City Administrator to enter into an agreement with Krueger International Inc./ Systems & Space Inc. for the purchase and installation services for library shelving
RECOMMENDATION:

Adopt Resolution 2023-018 approving the use of the Sourcewell cooperative purchase contract with Krueger International Inc., dba KI doing business as Systems & Space Inc. (Contract no. 121919-KII) for the purchase and installation services for library shelving; and authorizing the City Administrator to enter into an agreement with Krueger International Inc./ Systems & Space Inc. for the purchase and installation services for library shelving.

BACKGROUND/SUMMARY:

As part of the Library’s Strategic Plan goal to “Increase Operational Excellence” one of the objectives identified is to “Reconfigure Park Branch Kid’s Library and incorporate moveable shelves and furniture to create flexible space”.

Staff has been working to develop a plan to replace some of the shelving in the Kid's Department with flex shelving to allow reconfiguration of the department as needed and allow for the maximization of floor space for programs. Staff worked to gather quotes for the shelving replacement project and researched what would work best in the Children’s Department and determined that the Spacesaver Flex Shelving from Systems & Space Inc. would best meet the needs of the department.

The total amount quoted was $68,850.72, inclusive of tax, shipping, and installation. At its January 25, 2023 regular meeting the Library Board of Trustees approved the project in concept and an adjustment to the Library’s budget in the amount of $68,850.72 to fund this project.

As part of the quote process the Systems & Space Inc. representative informed staff of the opportunity for cost and time saving through cooperative purchasing through Sourcewell, a government agency specializing in state, local and educational institution contracts. The City is currently a member of Sourcewell. The advantage to using the Sourcewell cooperative purchase contract is in the staff time saved in the bidding process and the overall pricing negotiated by Sourcewell.

Per the Carmel Municipal Code agreements exceeding $24,999 require City Council approval to be valid.

FISCAL IMPACT:

There is no fiscal impact to the City for this item. The full cost of this project of $68,850.72 is being funded by the Library Board of Trustees.

PRIOR CITY COUNCIL ACTION:

N/A
ATTACHMENTS:

Attachment 1) Resolution 2023-018
Attachment 2) PSA KI / Systems & Space Inc.

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2023-018
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA 1.

APPROVING THE USE OF THE SOURCEWELL COOPERATIVE PURCHASE CONTRACT WITH KRUEGER INTERNATIONAL INC., DBA KI DOING BUSINESS AS SYSTEMS & SPACE INC. (CONTRACT NO. 121919-KII) FOR THE PURCHASE AND INSTALLATION SERVICES FOR LIBRARY SHELVING; AND AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO AN AGREEMENT WITH KRUEGER INTERNATIONAL INC./ SYSTEMS & SPACE INC. FOR THE

PURCHASE AND INSTALLATION SERVICES FOR LIBRARY SHELVING WHEREAS, as part of the Library’s Strategic Plan goal to “Increase Operational Excellence” one of the objectives identified is to “Reconfigure Park Branch Kid’s Library and incorporate moveable shelves and furniture to create flexible space”; and WHEREAS, staff has been working to develop a plan to replace some of the shelving in the Children’s Department with flex shelving to allow reconfiguration of the department as needed and allow for the maximization of floor space for programs; and WHEREAS,the total amount quoted for flex shelving for the Kid’s Department was $68,850.72, inclusive of tax, shipping, and installation and the Library Board of Trustees agreed to fund this project; and
WHEREAS, the City is a member of Sourcewell a cooperative government purchasing agency specializing in state, local and educational institution contracts and using the Sourcewell cooperative purchase contract results in staff time saved in the bidding process and the overall pricing negotiated by Sourcewell;
WHEREAS, per the Carmel Municipal Code agreements exceeding $24,999 require City Council approval to be valid.

NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMELBY-THE-SEA DOES HEREBY:

1. Approve the use of the Sourcewell cooperative purchase contract with Krueger International Inc., dba KI doing business as Systems & Space Inc. (Contract no. 121919- KII) for the purchase and installation services for library shelving; and

2. Authorize the City Administrator to enter into an agreement with Krueger International Inc./Systems & Space Inc. for the purchase and installation services for library shelving.

Attachment 1
Resolution 2023-018

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 7th day of February, by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED: ATTEST:
______________________________ _________________________________ Dave Potter, Mayor Nova Romero, MMC, City Clerk
Attachment 1
1 PROFESSIONAL SERVICES AGREEMENT
for the
Library Flex Shelving
Agreement # 1
THIS AGREEMENT is executed this 7th day of February, 2023, by and between the City of Carmel-ByThe-Sea, a municipal corporation, (hereinafter "City"), and Krueger International Inc., dba KI doing business as Systems & Space Inc. (hereinafter "Consultant"), collectively referred to herein as the “parties”.

WHEREAS, the City wishes to engage Consultant to perform the services required by this Agreement; and WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions; and
WHEREAS, Consultant represents that it is trained, experienced and competent and holds all necessary licenses and certifications to perform the services required by this Agreement.

NOW, THEREFORE, in consideration of the terms and conditions herein contained, the parties hereby covenant and agree as follows:

1. SERVICES
A. Scope of Services. Consultant agrees to provide to the City, as the scope of services (“Scope of Services”) under this Agreement, the following: Spacesaver Flex Shelving including design, deliver, installation, and training. The Scope of Services is attached hereto as Exhibit “A.” The Scope of Services under this Agreement should include, but is not limited to, a project description, project phases, task descriptions, identification of key personnel, identification of subconsultants, their key personnel and general description of services that will be performed, as further set forth in this Agreement and attachments hereto. Consultant agrees to all of the following:
i. Consultant will 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, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement. ii. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit “A,“ Fee Schedule which is made a part of this Agreement. iii. Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify City and obtain City’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.

Attachment 2
2 iv. Consultant must obtain City’s prior written approval before utilizing any subcontractors to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation. v. Consultant represents that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement.

In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement. vi. City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’s work by City will not constitute a waiver of any of the provisions of this Agreement. vii. The Consultant must maintain any work site in the City in a safe condition, free of hazards to persons and property resulting from its operations.

B. Change Orders.
i. Agreements and Change Orders exceeding $24,999 require City Council approval to be valid.
ii. The City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly.

All such changes must be authorized in writing, and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties. However, any increase in compensation beyond the compensation limit amount approved by the City Council must be authorized in advance by the City Council and any service provided by Consultant in the absence of such approval are at Consultant’s sole risk.
iii. Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by City. iv. If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Administrator with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.

C. Familiarity with Services and Site.
i. By executing this Agreement, Consultant represents that Consultant:
a. has thoroughly investigated and considered the Scope of Services to be performed; Attachment 2
3 b. has carefully considered how the services should be performed; c. understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
d. possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.
ii. If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services.

Should Consultant discover any latent or unknown conditions that may materially affect the performance of 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.

2. COMPENSATION
A. Total Fee. Subject to any limitations set forth in this Agreement, the City agrees to pay and Consultant agrees to accept as full and fair consideration for the performance of this Agreement, hourly fees as set forth in the Fee Schedule (Exhibit “A”), in a total amount not-to-exceed SixtyEight Thousand Eight Hundred and Fifty Dollars ($68,850.72). Such compensation is the “Maximum Authorized Expenditure” under this Agreement. The Fee Schedule includes, but is not limited to, fees for each phase and task, not-to-exceed total fee, hourly rates, reimbursable rates and subconsultant mark-up rates. The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount.

Payment of any compensation to Consultant is contingent upon performance of the terms and conditions of this Agreement to the satisfaction of the City. If the City determines that the Services set forth in the written invoice have not performed in accordance with the terms of this Agreement, the City is not responsible for payment until the Services have been satisfactorily performed.

B. Invoicing. Consultant must submit to the City monthly written invoices to the City’s Project Representative, identified in Section 5 below. Invoices must be prepared in a form satisfactory to the City, describing the services rendered and associated costs for the period covered by the invoice. The City will provide invoicing format upon request. Consultant may not bill the City for duplicate services performed by more than one person. Consultant’s invoices must include, but are not limited to, the following information:
i. Project Title, the City’s Purchase Order number and City’s Project Code(s) for each project; ii. Invoice number and date;
iii. A brief description of services performed for each project phase and/or task; iv. The budgeted amount for each phase, task and item, including the total amount, with the same for approved Change Orders, if any;
v. Amount invoiced to date divided by the agreed total compensation, expressed as a percentage, with the same for approved Change Orders, if any; Attachment 2
4 vi. The amount earned and invoiced to date for each phase, task and/or item, including the total amount, with the same for approved Change Orders, if any; vii. The amount previously invoiced for each phase, task and/or item, including the total amount, with the same for approved Change Orders, if any; viii. The amount due for the period covered by this invoice for each phase, task, and/or item, including the total amount, with the same for approved Change Orders, if any; ix. For time and materials authorizations, the number of hours spent, by whom and their hourly rate for each phase, task and/or item, including the total amount; x. The costs incurred, including reimbursables, for each phase, task, and/or item for the agreed total compensation and approved Change Orders, if any, along with a brief description of those costs;
xi. The total amount due for the period covered by this invoice, including subconsultants and vendors of services or goods;
xii. Copies of subconsultant, vendor, and reimbursable invoices including hourly breakdowns when requested by City.
xiii. Copies of subconsultant and vendor lien releases.

Any such invoices must be in full accord with any and all applicable provisions of this Agreement.

Consultant must submit invoices to the City on or before the sixteenth (16th) day of each month for services performed in the preceding month.

The City will review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid.

Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, the City will pay on each such invoice within thirty (30) days of receipt; provided, however, that Consultant submits an invoice which is not incorrect, incomplete, or not in accord with the provisions of this Agreement. If any charges or expenses are disputed by City, the invoice will be returned by City to Consultant for correction and resubmission, and the City will not be obligated to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant. Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment. City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found to be non-conforming to the terms of this Agreement.

The City is not obligated to pay Consultant a greater percentage of the Maximum Authorized Expenditure than the actual percentage of services completed as of the invoice date.

Attachment 2
5 Consultant agrees to remit and is responsible for all withholding taxes, income taxes, unemployment insurance deductions, and any other deductions required by applicable federal, state or local laws and regulations for Consultant, its employees, subconsultants and vendors of services or goods.

C. Adjustment of Maximum Authorized Expenditure. The City may increase or decrease the Maximum Authorized Expenditure by issuing a Change Order to the Agreement in accordance with Section 1.B “Change Orders” above. Should Consultant consider that any request or instruction from the City’s Project Representative constitutes a change in the scope of services, Consultant will advise the City’s Project Representative, in writing, within fourteen (14) calendar days of such request or instruction. Without said written advice within the time period specified, the City is not obligated to make any payment of additional compensation to Consultant.

D. Hourly Rates. Payment for all authorized services, including payment for authorized on-call, asneeded services, will be made by the City to Consultant in accordance with the various hourly rates as set forth in the Consultant’s Key Personnel, Compensation & Fee Schedule (Exhibit “B”).

E. Subconsultants and Vendors. Invoices for subconsultants and vendors of services or goods will be paid by the City to Consultant in accordance with the various rates as set forth in the Consultant’s Fee Schedule (Exhibit “A”). All reimbursable expenses will be considered as included within the Maximum Authorized Expenditure. Consultant is solely responsible for payment to subconsultants and vendors of services or goods, and the City is not responsible or liable for any payments to subconsultants and vendors, either directly or indirectly.

F. Audit and Examination of Accounts:
i. Consultant must keep and will cause any assignee or subconsultant under this Agreement to keep accurate books of records and accounts, in accordance with sound accounting principles, which pertain to services to be performed under this Agreement. ii. Any audit conducted of books of records and accounts must be kept in accordance with generally accepted professional standards and guidelines for auditing. iii. Consultant must disclose and make available any and all information, reports, books of records or accounts pertaining to this Agreement to the City and any city of the County of Monterey, or other federal, state, regional or governmental agency which provides funding for these Services.
iv. Consultant must include the requirements of Section 2F, “Audit and Examination of Accounts,” in all contracts with assignees or subconsultants under this Agreement. v. All records provided for in this Section are to be maintained and made available throughout the performance of this Agreement and for a period of not less than four (4) years after full completion of the Services. All records, which pertain to actual disputes, litigation, appeals or claims, must be maintained and made available for a period of not less than four (4) years after final resolution of such disputes, litigation, appeals or claims.

Attachment 2
6 3. AGREEMENT TERM
A. Term. The work under this Agreement will commence by February 7, 2023 and must be completed by June 30, 2028 unless sooner terminated or the City grants an extension of time in writing pursuant to the terms of this Agreement, except for provisions in this Agreement that will survive the termination or completion of this Agreement. Consultant will perform Change Order services as set out in Section 1.B, “Amendment of Services (Change Orders),” in a timely manner or in accordance with the agreed upon Change Order Project Schedule.

B. Timely Work. Consultant will perform all Services in a timely fashion, as set forth more specifically in Section 3.A, “Term,” and Section 3.C, “Project Schedule,” of this Agreement.

Failure to perform is deemed a material breach of this Agreement, and the City may terminate this Agreement with no further liability hereunder, or may authorize, in writing, an extension of time to the Agreement.

C. Project Schedule. Services must be completed by Consultant in accordance with the Project Schedule set forth in Exhibit “A.” The parties may, from time to time, by Change Order, alter the Project Schedule. Consultant will provide the Services pursuant to the Project Schedule or any applicable Project Schedule Change Order. If at any time Consultant discovers that the Project Schedule cannot be met, Consultant must promptly notify the City in writing and provide a revised Project Schedule for review and consideration by City.

If a Project Schedule is not required, Consultant will perform the Services under this Agreement in accordance with the following phase, task and/or milestone dates:
• Week 1: Systems ordered by SSI
• Week 11: Product Ships from Manufacturer
• Week 13: SS receives product and begins installation based on date set with Carmel Public Library
D. Notice to Proceed. Upon execution of this Agreement by both parties and the receipt of all documentation required by this Agreement to be provided by Consultant to the City, including proof of insurance and tax identification numbers, the City will issue a written Notice to Proceed to the Consultant. The City may, in its sole discretion, issue subsequent notices from time to time regarding further portions or phases of the work. Upon receipt of such notices, Consultant will diligently proceed with the Services authorized and complete those Services within the agreed time specified in said notice. Consultant will not proceed with any of the Services unless they have received a Notice to Proceed from the City.

4. CONSULTANT’S EMPLOYEES AND SUBCONSULTANTS
A. Listed Employees and Subconsultants. Consultant will perform the Services using the individuals listed in the Key Employees and Subconsultants List attached hereto in Exhibit “B.” B. Substitution of Employees or Subconsultants:
i. Consultant may not substitute any key employee or subconsultant listed in Exhibit “B” without the prior written approval of the City, and such approval will not be unreasonably Attachment 2
7 withheld. The City will not approve removal or substitution of employees or subconsultants for the reason that Consultant or its affiliates has called on such individuals to perform services for another client of the Consultant.
ii. If, at any time, the City reasonably objects to the performance, experience, qualifications or suitability of any of Consultant’s employees or subconsultants, then Consultant may, upon written request from the City, replace such employee or subconsultant. Consultant must, subject to scheduling and staffing considerations, make reasonable efforts to replace the individual with an individual of similar competency and experience. iii. Whether or not the City consents to, or requests a substitution of any employee or subconsultant of Consultant, the City will not be liable to pay additional compensation to Consultant for any replacement or substitution.

C. Sub-agreements with Subconsultants. Consultant will incorporate the terms and conditions of this Agreement into all sub-agreements with subconsultants in respect of the Services necessary to preserve all rights of the City under this Agreement. Consultant is fully responsible to the City of all acts and omissions of subconsultants and of persons employed by any subconsultant.

D. Not an Agent of the City. Nothing in this Agreement will be interpreted to render the City the agent, employer, or partner of Consultant, or the employer of anyone working for or subcontracted by Consultant, and Consultant must not do anything that would result in anyone working for or subcontracted by Consultant being considered an employee of the City.

Consultant is not, and must not claim to be, an agent of the City.

E. Independent Contractor:
i. Consultant is an independent contractor. This Agreement does not create the relationship of employer and employee, a partnership, or a joint venture. The City may not control or direct the details, means, methods or processes by which Consultant performs the Services.

Consultant is responsible for performance of the Services and may not delegate or assign any Services to any other person except as provided for in this Agreement. Consultant is solely liable for the work quality and conditions of any partners, employees and subconsultants.
ii. No offer or obligation of permanent employment with the City or particular City department or agency is intended in any manner, and Consultant may not become entitled by virtue of this Agreement to receive from the City any form of employee benefits including but not limited to sick leave, vacation, retirement benefits, workers’ compensation coverage, insurance or disability benefits. Consultant will be solely liable for and obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising out of Consultant’s performance of Services under this Agreement. Consultant will defend, indemnify and hold the City harmless from any and all liability, which the City may incur because of Consultant’s failure to pay such taxes.

Attachment 2
8 5. REPRESENTATIVES AND COMMUNICATIONS
A. City’s Project Representative. The City appoints the individual named below as the City’s Project Representative for the purposes of this Agreement (“City’s Project Representative”). The City may unilaterally change its project representative upon notice to Consultant.

Name: Ashlee Wright
Title: Library and Community Activities Director
Address: P.O. Box 800, Carmel-by-the-Sea, CA 93921
Telephone: (831) 624-1366
Email: [email protected]
B. Consultant’s Project Manager. Consultant appoints the person named below as its Project Manager for the purposes of this Agreement (“Consultant’s Project Manager”).

Name: Jackie Greely
Title: Systems Planner
Company: Systems & Space Inc.

Address: 500 Boulder Court, Suite B, Pleasanton, CA 94566 Telephone: (925) 426-1955
Email: [email protected]
C. Meet and Confer. Consultant agrees to meet and confer with the City’s Project Representative, its agents or employees with regard to Services as may be required by the City to insure timely and adequate performance of this Agreement.

D. Communications and Notices. All communications between the City and Consultant regarding this Agreement, including performance of Services, will be between the City’s Project Representative and Consultant’s Project Manager. Any notice, report, or other document that either party may be required or may wish to give to the other must be in writing and will be validly given to and received by the addressee, if delivered personally, on the date of such personal delivery, if delivered by email, on the date of transmission, or if by mail, seven (7) calendar days after posting.

6. INDEMNIFICATION
Consultant hereby agrees to the following indemnification clause:

To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), Consultant will defend (with legal counsel reasonably acceptable to the City), indemnify and hold harmless the City and its officers, designated agents, departments, officials, representatives and employees (collectively "Indemnitees") from and against claims, loss, cost, damage, injury expense and liability (including incidental and consequential damages, Court costs, reasonable attorneys' fees as may be determined by the Court, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) to the extent they arise out of, pertain to, or relate to, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant or subcontractor, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities"). Such obligations to defend, hold harmless and Attachment 2
9 indemnify any Indemnitee will not apply to the extent that such Liabilities are caused in part by the active negligence or willful misconduct of such Indemnitee.

Notwithstanding the provisions of the above paragraph, Consultant agrees to indemnify and hold harmless the City from and against all claims, demands, defense costs, liability, expense, or damages arising out of or in connection with damage to or loss of any property belonging to Consultant or Consultant's employees, subconsultants, representatives, patrons, guests or invitees.

In no event will the obligation of the Consultant exceed the limitations on the duty to defend and indemnify as set forth in Civil Code Sections 2782, 2782.6, and 2782.8.

7. INSURANCE
Consultant must submit and maintain in full force all insurance as described herein. Without altering or limiting Consultant's duty to indemnify, Consultant must maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:

A. Commercial General Liability Insurance including but not limited to premises, personal injuries, bodily injuries, property damage, products, and completed operations, with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.

B. Professional Liability Insurance with limits of not less than $1,000,000 per occurrence or claim and $2,000,000 in the aggregate. Consultant will have a policy for professional liability coverage that provides coverage on an occurrence basis or obtain extended reporting (tail) coverage (with the same liability limits) for at least three years following the City's acceptance of the work.

C. Automobile Liability Insurance covering all automobiles, including owned, leased, non-owned, and hired automobiles, used in providing Services under this Agreement, with a combined single limit of not less than $1,000,000 per occurrence.

D. Workers' Compensation Insurance. If Consultant employs others in the performance of this Agreement, Consultant must maintain Workers' Compensation insurance in accordance with California Labor Code section 3700 and with a minimum of $1,000,000 per occurrence.

E. Other Insurance Requirements:
i. All insurance required under this Agreement must be written by an insurance company either:
a. admitted to do business in California with a current A.M. Best rating of no less than A:VI; or
b. an insurance company with a current A.M. Best rating of no less than A:VII.

Exception may be made for the State Compensation Insurance Fund when not specifically rated.
ii. Each insurance policy required by this Agreement may not be canceled, except with prior written notice to the City.

Attachment 2
10 iii. All liability and auto policies must:
a. Provide an endorsement naming the City of Carmel-by-the-Sea, its officers, officials, employees, and volunteers as additional insureds. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 23 37 forms if later revisions used).
b. Provide that such Consultant’s insurance is primary as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City is excess to the Consultant’s insurance and will not contribute with it.
c. Contain a “Separation of Insureds” provision substantially equivalent to that used in the ISO form CG 00 01 10 01 or their equivalent.
d. Provide for a waiver of any subrogation rights against the City via an ISO CG 24 01 10 93 or its equivalent.
iv. Prior to the start of work under this Agreement, Consultant will file certificates of insurance and endorsements evidencing the coverage required by this Agreement with the City. Consultant will file a new or amended certificate of insurance promptly after any change is made in any insurance policy which would alter the information on the certificate then on file.
v. Neither the insurance requirements hereunder, nor acceptance or approval of Consultant’s insurance, nor whether any claims are covered under any insurance, may in any way modify or change Consultant’s obligations under the indemnification clause in this Agreement, which will continue in full force and effect. All coverage available to the Consultant as named insured will also be available and applicable to the additional insured. Notwithstanding these insurance requirements, Consultant is financially liable for its indemnity obligations under this Agreement.
vi. All policies must be written on a first dollar coverage basis or contain a deductible provision. Any deductibles or self-insured retentions (“SIR”) must be declared to and approved by the City. At the option of the City, either: the insured will reduce or eliminate such deductibles or SIR as respects the City, its officers, officials, employees and volunteers; or Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. In no event will any SIR or insurance policy contain language, whether added by endorsement or contained in the policy conditions, that prohibits satisfaction of any self-insured provision or requirement by anyone other than the named insured, or by any means including other insurance, or which is intended to defeat the intent or protection of an additional insured.
vii. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Attachment 2
11 viii. Consultant must require and verify that all subconsultants and subcontractors maintain insurance meeting all the requirements in this Agreement. ix. If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City may, but is not obligated to, obtain such coverage at Consultant’s expense and deduct the cost from the sums due Consultant. Alternatively, City may terminate the Agreement. x. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under this Agreement.

Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Should any coverage carried by the Consultant or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to City in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to City to compensate it for such losses.
xi. Consultant must give City prompt notice of claims made of lawsuits initiated that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies. xii. The Consultant hereby waives any right of subrogation that any of its insurers may have or that they may accrue out of the payment of any claim related to the Consultant’s performance of this Agreement, regardless of whether any endorsements required by this section are obtained.

8. PERFORMANCE STANDARDS
A. Consultant warrants that Consultant and Consultant’s agents, employees, and subconsultants performing Services under this Agreement are specially trained, experienced, and competent and have the degree of specialized expertise contemplated within California Government Code Section 37103, and further, are appropriately licensed to perform the work and deliver the Services required under this Agreement.

B. Consultant, its agents, employees, and subconsultants must perform all Services in a safe and skillful manner consistent with the usual and customary standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields in accordance with sound professional practices. All work product of Consultant must comply with all applicable laws, rules, regulations, ordinances and codes. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and will advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. All Services performed under this Agreement that are required by law to be performed or supervised by licensed personnel must be performed in accordance with such licensing requirements.

Attachment 2
12 C. Consultant must furnish, at its own expense, all materials, equipment and personnel necessary to carry out the terms of this Agreement. Consultant may not use the City premises, property (including equipment, instruments, or supplies) or personnel for any purpose other than in the performance of its obligations under this Agreement.

D. Consultant agrees to perform all work under this Agreement to the satisfaction of City and as specified herein. The City’s Project Representative or his or her designee will evaluate the work.

If the quality of work is not satisfactory, City in its discretion may meet with Consultant to review the quality of work and resolve the matters of concern, and may require Consultant to repeat the work at no additional fee until it is satisfactory.

9. CITY INFORMATION AND RESOURCES
A. Available Information. The City will make available to Consultant all relevant information, plans, maps, reports, specifications, standards and pertinent data which is in the hands of the City and is required by Consultant to perform the Services. Consultant may rely upon the accuracy and completeness of such information and data furnished by the City, except where it is stated otherwise or unreasonable.

B. City Resources. The City acknowledges that Consultant’s ability to provide the Services in accordance with this Agreement may be dependent on the City providing available information and resources in a prompt and timely manner as reasonably required by Consultant. To the extent that the City fails to provide City resources, Consultant will not be liable for any resulting delay in the Services or failure to meet the Project Schedule, but in no event will such delay or failure to provide City resources constitute a breach of this Agreement by the City, nor will Consultant be entitled to extra compensation for same. Consultant’s sole remedy shall be an extension of time to complete the Scope of Services.

C. Obligations of Consultant. No reviews, approvals, or inspections carried out or supplied by the City will derogate from the duties and obligations of Consultant, and all responsibility related to performance of the Services will be and remain with Consultant.

10. OWNERSHIP AND USE OF MATERIALS
A. Ownership of the Materials. All data, studies, reports, calculations, field notes, sketches, designs, drawings, plans, specifications, cost estimates, manuals, correspondence, agendas, minutes, notes, audio-visual materials, photographs, models, software data, computer software (if purchased on the City’s behalf) and other documents or products produced by Consultant under this Agreement (collectively, “the Materials”) are and will remain the property of the City even though Consultant or another party may have physical possession of them or a portion thereof. Consultant hereby waives, in favor of the City, any moral rights Consultant, its employees, subconsultants, vendors, successors or assignees may have in the Materials.

B. No Patent or Copyright Infringement. Consultant guarantees that in its creation of the Materials produced under this Agreement, no federal or state patent or copyright laws were violated.

Consultant agrees that all copyrights, which arise from creation of the work or Services pursuant to this Agreement, will be vested in the City and waives and relinquishes all claims to copyright Attachment 2
13 or intellectual property rights in favor of the City. Consultant covenants that it will defend, indemnify and hold City harmless from any claim or legal action brought against the City for alleged infringement of any patent or copyright related to City’s use of Materials produced by Consultant and its employees, agents and subconsultants under this Agreement.

C. Delivery and Use of the Materials. All Materials will be transferred and delivered by Consultant to the City without further compensation following the expiration or sooner termination of this Agreement, provided that the City may, at any time prior to the expiration or earlier termination of this Agreement, give written notice to Consultant requesting delivery by Consultant to the City of all or any part of the Materials in which event Consultant must forthwith comply with such request. The Materials created electronically must be submitted in a format and medium acceptable to the City. The Materials may be used by the City in any manner for the intended purpose or as part of its operations associated with the Materials.

D. Survival of Ownership and Use Provisions. The provisions contained in Section 10, Ownership and Use of Materials survives the expiration or earlier termination of this Agreement, and that this Section is severable for such purpose.

E. Additional Copies. If the City requires additional copies of reports, or any other material that Consultant is required to furnish as part of the Services under this Agreement, Consultant must provide such additional copies, and the City will compensate Consultant for the actual costs related to the production of such copies by Consultant.

11. CONFIDENTIALITY
A. No Disclosure. Consultant must keep confidential and may not disclose, publish or release any information, data, or confidential information of the City to any person other than representatives of the City duly designated for that purpose in writing by the City. Consultant may not use for Consultant’s own purposes, or for any purpose other than those of the City, any information, data, or confidential information Consultant may acquire as a result of the performance of the Services under this Agreement. Consultant must promptly transmit to the City any and all requests for disclosure of any such confidential information or records. The obligations under this Section will survive the expiration or earlier termination of this Agreement.

B. California Public Records Act. Consultant acknowledges that the City is subject to the California Public Records Act (Government Code Section 6250 et seq.), known as the “PRA,” and agrees to any disclosure of information by the City as required by law. Consultant further acknowledges that it may have access to personal information as defined under the PRA, and Consultant will not use any such personal information for any purposes other than for the performance of Services under this Agreement without the advance written approval of the City.

All Scopes of Services and related documents received will be public records, with the exception of those elements, identified by the Consultant as business trade secrets and are plainly marked “Trade Secret,” “Confidential,” or “Proprietary.” If disclosure is required under the PRA or otherwise by law, the City will not be liable or responsible for the disclosure of any such records and the Consultant will indemnify, defend, and hold the City harmless for any such disclosure.

Attachment 2
14 12. CONFLICT OF INTEREST
Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City relating to this Agreement or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 et seq.), and California Government Code section 1090.

Consultant is required to file a Form 700 in compliance with the City’s Conflict of Interest Code unless a written determination by the City Administrator is made modifying or eliminating said requirement, or unless otherwise exempted by law.

In addition, Consultant, Consultant’s employees, and subconsultants agree as follows:

A. That they will conduct their duties related to this Agreement with impartiality, and must, if they exercise discretionary authority over others in the course of those duties, disqualify themselves from dealing with anyone with whom a relationship between them could bring the impartiality of Consultant or its employees into question;
B. May not influence, seek to influence, or otherwise take part in a decision of the City knowing that the decision may further their private interests;
C. May not accept any commission, discount, allowance, payment, gift, or other benefit connected, directly or indirectly, with the performance of Services related to this Agreement, that causes, or would appear to cause, a conflict of interest;
D. May have no financial interest in the business of a third party that causes, or would appear to cause, a conflict of interest in connection with the performance of the Services related to this Agreement, and if such financial interest is acquired during the term of this Agreement, Consultant must promptly declare it to the City, and;
E. May not, during the term of this Agreement, perform a service for, or provide advice to, any person, firm, or corporation, which gives rise to a conflict of interest between the obligations of Consultant under this Agreement and the obligations of Consultant to such other person, firm or corporation.

13. DISPUTE RESOLUTION
A. Dispute Resolution Procedures. The parties will make reasonable efforts to promptly resolve any dispute, claim, or controversy arising out of or related to this Agreement (“Dispute”) using the Dispute Resolution Procedures set forth in this Section.

B. Negotiations. First, the City’s Project Representative and Consultant’s Project Manager will make reasonable efforts to resolve any Dispute by amicable negotiations and will provide frank, candid, and timely disclosure of all relevant facts, information, and documents to facilitate negotiations. Should these negotiations be unsuccessful in resolving the Dispute, the matter will Attachment 2
15 be promptly referred to the City Administrator or designee, and the Consultant’s Principal, who will meet and confer, in good faith, to resolve the Dispute to mutual satisfaction of the parties.

C. Mediation. If all or any portion of a Dispute cannot be resolved by good faith negotiations as set forth above within thirty (30) days of the date that the matter was referred to the City Administrator pursuant to subsection B above, either party may, by notice to the other party, submit the Dispute for formal mediation to a mediator selected mutually by the parties from the Monterey Superior Court’s Court-Directed Mediator Panel list. The duration of any such mediation may not exceed 2 hours unless otherwise agreed to by the parties. The cost of the mediation (including fees of mediators) will be borne equally by the parties, and each party will bear its own costs of participating in mediation. The mediation will take place within or in close proximity to the City of Carmel-by-the-Sea.

In any mediation conducted pursuant to this section, the provisions of California Evidence Code section 1152 will be applicable to limit the admissibility of evidence disclosed by the parties in the course of the mediation. In the event the parties are unsuccessful in resolving the dispute through the mediation process, then the parties agree that the dispute will be submitted to Binding Arbitration to a single Arbitrator in accordance with the existing Rules of Practice and Procedure of the Judicial Arbitration and Mediation Services, Inc. (JAMS) within thirty (30) days of the close of mediation as declared by the mediator.

D. Arbitration. The submission to Mediation and Arbitration in accordance with the requirements of this section of any and all agreements, differences, or controversies that may arise hereunder is made a condition precedent to the institution of any action or appeal at law or in equity with respect to the controversy involved. The award by the arbitrator will have the same force and effect and may be filed and entered, as a judgment of the Superior Court of the State of California and is subject to appellate review upon the same terms and conditions as the law permits for judgments of Superior Courts. A “Prevailing Party” will be determined in the Arbitration, and the prevailing party will be entitled to reasonable attorney’s fees and costs incurred, and accrued interest on any unpaid balance that may be due. Costs will include the cost of any expert employed in the preparation or presentation of any evidence. All costs incurred and reasonable attorney fees will be considered costs recoverable in that proceeding, and be included in any award.

14. TERMINATION OF AGREEMENT
A. Termination for Cause or Default. The City reserves the right to immediately terminate this Agreement, in whole or in part, if Consultant or any subconsultant defaults or fails to deliver the Services in accordance with the terms and conditions of this Agreement. Such termination must be in writing, setting forth the effective date of termination, and will not result in any penalty or other charges to the City, and may be issued without any prior notice. Without limitation, Consultant is in default of its obligations contained in this Agreement if Consultant, or any subconsultant:
i. Fails to perform the required Services within the term and/or in the manner provided under this Agreement;
Attachment 2
16 ii. Fails to supply sufficient, properly skilled workers or proper workmanship, products, material, tools and equipment to perform the Services;
iii. Fails to observe or comply with all laws, ordinances, including all requirements of governmental or quasi-governmental authorities, including federal, state, and local government enactments, bylaws, and other regulations now or, following the date of this Agreement, in force that pertain to;
iv. Fails to observe or comply with the City’s reasonable instructions; v. Breaches the Conflict of Interest provisions of this Agreement; or vi. Otherwise violates any provision of this Agreement.

B. Termination for Convenience. The City may, at its option and sole discretion, terminate this Agreement, in whole or in part, with or without cause, at any time during the Agreement Term for the convenience of the City, upon ten (10) days written notice to the Consultant.

C. Steps after Termination:
i. Upon termination of this Agreement by the City for any reason, the City will pay Consultant for satisfactorily performed Services and disbursements incurred by Consultant to the date of termination pursuant to this Agreement, less any amounts necessary to compensate the City for damages or costs incurred by the City arising from Consultant’s default. Termination will be without prejudice to any other rights or remedies the City may have.
ii. Upon receipt of written notice of termination of this Agreement by the City for any reason, Consultant must:
a. Promptly cease all Services, including Services provided by any subconsultant, unless otherwise directed by the City; and
b. Deliver to the City all the Materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such Materials are to be delivered to the City in completed form; however, notwithstanding the provisions of Section 10, Ownership and Use of Materials, herein, the City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such Materials.
iii. If this Agreement is terminated by the City for any reason, the City is hereby expressly permitted to assume the projects and Services, and to complete them by any means including, but not limited to, an agreement with another party.

15. LEGAL ACTION / VENUE
Attachment 2
17 A. Should either party to this Agreement bring legal action against the other, the validity, interpretation and performance of this Agreement will be controlled by and construed under the laws of the State of California, excluding California’s choice of law rules.

B. Venue for any such action relating to this Agreement will be in Monterey County.

C. If any legal action or proceeding, including action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement, the prevailing party may recover reasonable attorneys’ fees as may be determined by the Arbitrator, experts’ fees, and other costs, in addition to any other relief to which the party may be entitled.

16. MISCELLANEOUS PROVISIONS
A. Non-discrimination. During the performance of this Agreement, Consultant, and its subconsultants, may not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age, or sexual orientation, either in Consultant’s employment practices or in the furnishing of services to recipients. Consultant further acknowledges that harassment in the workplace is not permitted in any form, and will take all necessary actions to prevent such conduct.

B. Acceptance of Services Not a Release. Acceptance by the City of the Services to be performed under this Agreement does not operate as a release of Consultant from professional responsibility for the Services performed.

C. Force Majeure. Either party is absolved from its obligation under this Agreement when and to the extent that performance is delayed or prevented, and in the City’s case, when and to the extent that its need for vehicles, materials, or Services to be supplied hereunder are reduced or eliminated by any course, except financial, for reasons beyond its control. Such reasons include, but are not limited to: earthquake, flood, epidemic, fire, explosion, war, civil disorder, act of God or of the public enemy, act of federal, state or local government, or delay in transportation to the extent that they are not caused by the party’s willful or negligent acts or omissions, and to the extent that they are beyond the party’s reasonable control.

D. Headings. The headings do not govern, limit, modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement. The headings are for convenience only.

E. Entire Agreement. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties hereto with respect to the terms, conditions, and Services and supersedes any and all prior proposals, understandings, communications, representations and agreements, whether oral or written, relating to the subject matter thereof pursuant to Section 1B, “Change Order of Services.” Any Change Order to this Agreement will be effective only if it is in writing signed by both parties hereto and will prevail over any other provision of this Agreement in the event of inconsistency between them.

Attachment 2
18 F. Conflict between Agreement and Exhibits. In the event of a conflict between a provision in this Agreement and a provision in an Exhibit attached to this Agreement, the provisions in this Agreement will take precedence.

G. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and may be signed in counterparts, but all of which together will constitute one and the same Agreement.

H. Multiple Copies of Agreement. Multiple copies of this Agreement may be executed, but the parties agree that the Agreement on file in the office of the City’s City Clerk is the version of the Agreement that governs should any difference exist among counterparts of this Agreement.

I. Authority. Any individual executing this Agreement on behalf of the City or Consultant represents and warrants hereby that he or she has the requisite authority to enter into this Agreement on behalf of such party and bind the party to the terms and conditions of this Agreement.

J. Severability. If any of the provisions contained in this Agreement are held illegal, invalid or unenforceable, the enforceability of the remaining provisions will not be impaired thereby.

Limitations of liability and indemnities will survive termination of the Agreement for any cause.

If a part of the Agreement is valid, all valid parts that are severable from the invalid part remain in effect. If a part of this Agreement is invalid in one or more of its applications, the part remains in effect in all valid applications that are severable from the invalid applications.

K. Non-exclusive Agreement. This Agreement is non-exclusive and both the City and Consultant expressly reserve the right to enter into agreements with other Consultants for the same or similar services, or may have its own employees perform the same or similar services.

L. Assignment of Interest. The duties under this Agreement are not assignable, delegable, or transferable without the prior written consent of the City. Any such purported assignment, delegation, or transfer constitutes a material breach of this Agreement upon which the City may terminate this Agreement and be entitled to damages.

M. City Business License. Prior to receiving a Notice to Proceed from the City, Consultant will obtain and maintain a valid City of Carmel-by-the-Sea Business License for the duration of the Agreement. Costs associated with the license are the responsibility of Consultant.

N. Laws. Consultant agrees that in the performance of this Agreement it will comply with all applicable federal, state and local laws and regulations. This Agreement will be governed by and construed in accordance with the laws of the State of California and the City of Carmel-by-theSea.

IN WITNESS WHEREOF, the parties enter into this Agreement hereto on the day and year first above written in Carmel-by-the-Sea, California.

CITY OF CARMEL-BY-THE-SEA CONSULTANT
Attachment 2
19 City Administrator Consultant Signature

Printed Name Date Printed Name Date

Title
Consultant Legal Company Name
APPROVED AS TO FORM:

By: _______________________________ Date: ______________________ Brian Pierik, Esq., City Attorney
ATTEST:

By: _________________________________ Date: ______________________ Nova Romero, MMC, City Clerk
Exhibit “A” Scope of Services, Fee Schedule, and Project Schedule Attachment 2
1 Systems and Space Inc.

Proposal to Improve Space Management
and Storage Capacity
Park Branch - Harrison Memorial Library
Park Branch Library - Flex Shelving
January 4, 2023
Submitted To: Lea Ann McDonald
Park Branch - Harrison Memorial Library
Mission and 6th Ave
Carmel By The Sea, CA 93921
Submitted By: Jackie Greely
Systems Planner
Systems & Space, Inc.
500 Boulder Court, Suite B
Pleasanton, CA 94566
(925) 426-1955
We have set the standard in customer care - Because we understand the composition and characteristics that are intrinsic to space management and capacity planning.

Exhibit "A" Attachment 2
2 Business
Healthcare
Library
Museum
Design
This proposal includes an architectural drawing to allow for visual acceptance. The drawing outlines room dimensions, system dimensions, stored media - existing plus increased capacities and storage weight.

Floor Loading
Floor load data that applies to the project is subject to interpretation by a certified structural engineer. SSI is providing reference data for determining load and distribution conditions. Floor load and considerations are to be reviewed and evaluated by a qualified engineer. It is the responsibility of client to have this system approved for the floor loading if needed.

SYSTEMS & SPACE, INC. can assist with the floor load assessment process. We will work directly with your structural engineer or we can provide a certified structural engineer and consulting. A complete analysis, including any required building modifications, designs and supporting structural calculations, will be prepared for a fixed fee. The fee will be determined by the complexity of the project and pricing will be submitted at your request.

Delivery, Installation, Training, and Warranty
Components and materials will be shipped approximately 6-8 weeks upon receipt of purchase order and completed checklist. A field service supervisor and job crew leader will be assigned prior to the system installation. They will remain with the project until completion to control all scheduling, freight, elevator access and all phases of the installation to assure complete satisfaction with minimal disruption to your staff. Spacesaver warrants that all equipment shall be free from defects in materials and workmanship for five (5) years from the date of the customer’s written acceptance of installation – to assure complete satisfaction. This proposal is based on installation utilizing a Monday-Friday workweek and nonunion hours of 8:00 AM – to 5:00 PM. Should you require different hours, other options are available. SSI will provide unlimited training to all users to assure optimal use of your system.

Extended Warranty Programs
Extended warranty programs are available to protect and preserve your investment. These programs include 1st priority service response and covered check-up appointments throughout the years.

For more information, simply ask your Systems Planner.

Why Spacesaver?
SPACESAVER is the industry leader in high-density mobile file systems. Spacesaver has been in business since 1972 and has more installations than all its competitors. For material protection, storage efficiency, durability, reliability, security, safety, and accessibility, Spacesaver is the state-of-the-art solution for all your storage requirements.

Who Is Systems & Space?
SYSTEMS & SPACE, INC. (SSI) is a
premier provider of space, storage and
filing solutions for today’s business
environment. Since 1988 we’ve been
developing complete storage and space
management strategies and solutions – for
all types of businesses. We are experts at
individual systems analysis, systems
hardware, engineering, and
implementation. Our mission is to deliver
your project on time, within budget – and
trouble free.

Executive Summary
SYSTEMS & SPACE, INC., is pleased to
present this proposal to the space
management team at your company. The
attached detailed architectural drawings
outline your specific requirements and our
solution. This proposal is available for
acceptance 30 days from the cover date.

Why Systems & Space, Inc.?
In order to complete this project on time,
with high quality results, it is essential to
select a company that can work within
your timelines, budget and meet your
planning requirements, now and for the
long term.

SSI possesses the capability to ensure the
success of this project because:
• SSI understands the scope of your specific
planning requirements
• SSI engineering, project management
experience and system planning are
unparalleled in the industry
• SSI has a longstanding partnership with
Spacesaver Corporation
• SSI offers extended warranty programs to
preserve your investment for years to
come.

The SSI management team is committed at
every level to the success of your project.

This proposal will demonstrate to you that selecting SSI as your storage solution partner will create smarter storage initiatives and help uncover the space needed to grow.

Government
Justice
Partners in Progressive Storage Solutions
Attachment 2
3 Investment
Drawing No. Description Investment
#23287 – R1 Spacesaver Flex Shelving Sourcewell Pricing Quote 1 $31,394.86
• (2) runs of shelving of (4) 36” W x 24 5/8” D x 49 5/16” H units - (3) 12” H clear openings per unit with (3) file dividers per clear opening - 1” laminate end panels and canopy tops on each unit
Quote 2 $37,455.86
• (2) runs of shelving of (4) 36” W x 26 5/8” D x 73 5/16” H units - (4) 15” H clear openings per unit with (3) file dividers per clear opening - 1” laminate canopy tops on each unit
- (4) 1” Slatwall end panels on exposed ends
The Investment includes all materials, tax, freight and installation for the Spacesaver system.

Systems & Space, Inc. is not responsible for any additional engineering fees. If a client elects to pay for our Seismic Calculation Services, it includes a standard set of calculations. Any additional engineering or product modifications will be an add on cost to the client.

Our price is valid for 60 days from the date of this proposal.

Items for Consideration
Structural Calculation Services* $2,975.00
Systems & Space, Inc. can provide structural calculations for the seismic anchorage of the shelving system. Services include preparation of calculations by a licensed structural engineer and all wet stamped & signed copies. The calculations should be used by your General Contractor or Architect to obtain any necessary permits. It is the sole responsibility of the client to have any necessary permits obtained. If the engineer determines that any type of special anchoring is required, the cost will be a charge to the client (i.e. under floor bolting). In the event of a post tension slab, the cost of the x-ray will be paid by the client. ❑ I have read the above and would like to request Structural Calculation Services. ❑ I have read the above and would not like to request Structural Calculation Services.

Systems & Space Inc. Guarantees the Success of Your Project! Attachment 2
4 The State of California has determined that any person who purports to have the capacity to undertake or submits a bid to construct these types of structures must be licensed pursuant to Contractors License Law (B & P Code, Division 3, Chapter 9) CALIFORNIA STATE CONTRACTOR’S LICENSE NUMBER 599899
Payment Terms *50% Deposit with order *40% When product ships from factory *10% Due upon completion ** A copy of the Front and Back of the Credit Card and the Cardholders Photo Identification is Required 
Client Approval Print Name Date
Systems Planner: Jackie Greely Project #23287
Critical Path to Installation: 11-13-Week Standard Lead Time Order placed – (see attached checklist)
• Week 1 – Systems Ordered by SSI
• Week 11 – Product Ships from Manufacturer
• Week 13 – SSI receives product and begins installation based on date set with Park Branch - Harrison Memorial Library Installation Information:

1. Company Name

2. Contact name at installation area

3. Street Address

4. Suite, Bldg., or Floor

5. City, State, Zip Code

6. Contact Phone # __________________________ Pager/Cell #

7. Fax # __________________________ E-Mail Address
Billing Information:

8. Company Name:

9. Accounting Department Contact Name

10. Billing Address

11. Suite, Bldg., or Floor

12. City, State, Zip Code

13. Contact Phone # ___________________________ Pager/Cell #

14. Fax # __________________________E-Mail Address
Acknowledgement Information:

Attachment 2
5 15. Company Name

16. Contact name to send order Acknowledgement to

17. Street Address

18. Suite, Bldg., or Floor

19. City, State, Zip Code

20. Contact Phone # ___________________________Pager/Cell Systems Planner: Jackie Greely Project #23287
Checklist for Ordering & Developing Spacesaver System
Review and sign off on drawings
Choose shelving colors from Spacesaver Color Selector:

Choose end panels from WilsonArt Laminate book:

Attach purchase order and deposit to proposal
Sign and date acceptance areas on proposal
Client’s Move Date:

General Contractor’s Name:

Phone # Fax #
Mobile # Email
Finished Floor Covering Type: Carpet or Tile (Circle one) Finished Floor Covering Installation Date:

If project is Existing Construction, is client considering replacing Finished Floor Covering? Yes / No Tile or Carpet (Circle one)
Is there a Construction/Move schedule available? Yes or No Project Completion Date:

Non union hours of Installation are Monday through Friday 8:00 AM to 5:00 PM.

Attachment 2
6 After 5 PM and anytime on Saturday and Sunday is overtime.

Security: Do SSI personnel need access badges, escorts, etc.? Parking: Are permits required? Yes or No

Client Approval Print Name Date

Systems Planner: Jackie Greely Project #23287
Notice: This proposal contains information that is proprietary to Systems & Space, Inc. and is intended for the use of Park Branch - Harrison Memorial Library only. No part of this proposal or the enclosed CAD drawings may be used, reproduced, or disclosed to any other party without prior consent of SYSTEMS & SPACE, INC.

TERMS & CONDITIONS FOR PRODUCTS, SYSTEMS & INSTALLATIONS

1. GENERAL: These terms & conditions shall apply to sales from SYSTEMS & SPACE, INC. to BUYER and to any quotation by SYSTEMS & SPACE, INC. for sales. These terms & conditions shall not be superseded by any terms & conditions in BUYER’S order. If a Contract Agreement will be issued in lieu of, or in addition to execution of this proposal, Buyer agrees to include this proposal as an Exhibit to the Contract Agreement.

2. PRICING: This proposal is valid for 60 days from the date of the proposal.

3. PAYMENT TERMS: The Buyer shall issue SYSTEMS & SPACE INC. a 50% deposit with order, 40% when product ships from factory, and 10% balance due upon completion. If the BUYER issues a purchase order for goods and/or services, the BUYER shall state the deposit amount on BUYER’s purchase order. A monthly finance charge of 1 ½% per month shall accrue to the BUYER on all outstanding invoices beyond 30 days.

4. ENGINEERING DATA: The proposal, drawings and/or specifications of any quotation are confidential engineering data, and represent SYSTEMS & SPACE, INC.’S investment in engineering skill and development, and remain the property of SYSTEMS & SPACE, INC. Such are submitted with the understanding that the information will not be disclosed or used in any manner detrimental to SYSTEMS & SPACE, INC. All specifications and dimensions of proposal, drawings are approximate, and are subject to changes during detailed engineering.

5. DELIVERY: Shipping or delivery dates are approximate. SYSTEMS & SPACE, INC. shall not be liable for delays in or failure of delivery due to changes requested by BUYER, or causes beyond its control. At the request of BUYER, BUYER shall make payment as though shipment has been made as specified and for any expenses incurred by SYSTEMS & SPACE, INC. due to BUYER’S request in delaying shipment.

6. STORAGE: If product is stored for more than 30 days at SYSTEMS & SPACE, Inc. due to delays in delivery caused by BUYER, SYSTEMS & SPACE INC. will charge BUYER at the rate of 1% of BUYER’s invoice per month pro-rated daily.

7. SPECIALS: Special items not considered as standard inventory by SYSTEMS & SPACE, INC. and/or manufactured by SYSTEMS & SPACE, INC. to BUYER’S specifications or job requirements, will become the sole property of the BUYER and will not be accepted for return.

8. INSURANCE: SYSTEMS & SPACE, INC. carries Workers’ Compensation insurance with statutory limits as required by law. In addition, SYSTEMS & SPACE, INC. carries General Liability Insurance with $1M occurrence/$2M general aggregate/$2M completed operations, and Auto Liability with $1M combined single limit. Upon request, entities shall be named as Additional Insured under endorsements available for the current policy period.

9. CANCELLATION: On all cancelled orders, BUYER shall compensate SYSTEMS & SPACE, INC. for its performance, commitments and damage as follows: BUYER shall pay SYSTEMS & SPACE, INC. a cancellation fee not to exceed the original purchase price.

10. CONSTRUCTION AREA: BUYER shall provide SYSTEMS & SPACE, INC. with a free and clear construction site. All materials and/or construction shall be removed from the area. BUYER will furnish SYSTEMS & SPACE, INC. with adequate electrical power to efficiently operate the power tools required for the installation.

11. UNLOADING, SPOTTING AND STORAGE: BUYER shall provide SYSTEMS & SPACE, INC. with adequate unloading facilities, and sufficient access to those facilities to insure SYSTEMS & SPACE, INC.’S efficient unloading procedure. Adequate aisles shall be provided by the BUYER to provide efficient handling of the materials from the unloading of storage area to the construction site.

12. COMMENCEMENT OF INSTALLATION AT JOB SITE: SYSTEMS & SPACE, INC. will not be obligated to commence work at job site until receipt of written notice from BUYER that BUYER’S building is ready for use and necessary utilities and equipment are supplied there as well.

13. CHANGES IN WORK: Should the BUYER order changes in the work, such orders and adjustments shall be made in writing to SYSTEMS & SPACE, INC. The contract price shall be adjusted according to the changes in the work specified.

14. COMPLETION: Installation shall be deemed completed upon use of any equipment by BUYER.

15. FLOORS: BUYER is responsible for the load bearing capacity of the floor upon which the proposed installation shall be constructed.

16. FLOOR COVERING: Existing floor covering may require removal prior to the start of our scope of work. Removal and replacement of existing floor covering is specifically excluded from this proposal. Should the client wish Systems & Space, Inc. to remove the existing floor covering, please consult your Systems Planner for a quote for this work. Please note that while Systems & Space, Inc. will use every precaution to maintain the integrity of the Attachment 2
7 existing floor covering, we cannot guarantee that the existing floor covering will be suitable for reuse. Client acknowledges that installation of new floor covering may be required, at an additional cost to client.

17. SURVEYS, PERMITS AND REGULATIONS: BUYER shall procure and pay for all permits, inspections, and/or structural calculations required by any governmental authority for any part of the work performed by SYSTEMS & SPACE, INC., except if otherwise stated.

18. TESTING: All material and equipment for testing the installation shall be provided at BUYER’S expense. At the time that SYSTEMS & SPACE, INC. states to the BUYER that the work is complete, the BUYER will inspect the work and if the work is in conformity with the terms and provisions of the proposal, the BUYER shall accept the same and deliver to SYSTEMS & SPACE, INC. a signed statement of acceptance. If the BUYER fails to so notify SYSTEMS & SPACE, INC. or if the BUYER fails to make such inspection, the work shall be conclusively deemed accepted by the BUYER.

19. LABOR RELATIONS: SYSTEMS & SPACE, INC. is a non-union contractor. Unless specifically outlined in the project specifications and/or bid documentation, our bid will not be based upon compliance with the terms and conditions of any labor agreements. Any requirement to comply with labor agreements identified after submission of this bid will require an increase in our contract amount to reflect this change. Our proposal is based upon an eight (8) hour workday during normal business hours (unless otherwise specified). No provisions have been made for overtime or shift premium pay.

20. LEGAL ACTION: In the event that any legal action is initiated regarding the breach of any terms or conditions of this agreement, the prevailing party shall be entitled to receive in addition to any damages suffered, their court costs and attorney’s fees incurred. 
Client Approval Print Name Date
Systems Planner: Jackie Greely Project#MrgProjectI
Attachment 2
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Solicitation Number: RFP#121919

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Krueger International Inc., dba KI, 1330 Bellevue Street, P.O. Box 8100, Green Bay, WI 54308 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and its Members (Members).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires February 18, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor’s product and pricing list. Unless agreed to by the Member in advance, Equipment or Products must be delivered as operational to the Member’s site.

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This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. LAWS AND REGULATIONS. All Equipment, Products, or Services must comply fully with applicable federal laws and regulations, and with the laws of the state or province in which the Equipment, Products, or Services are sold.

C. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor’s dealers and distributors must agree to assist the Member in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Member.

D. DEALERS AND DISTRIBUTORS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized Distributors/Dealers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

Regardless of the payment method chosen by the Member, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Member at the time of purchase.

When providing pricing quotes to Members, all pricing quoted must reflect a Member’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Member’s requested delivery location.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Members. Members reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

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Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Member.

B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax-exemption certification(s). When ordering, Members must indicate if it is a tax-exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Members.

4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
x Identify the applicable Sourcewell contract number
x Clearly specify the requested change
x Provide sufficient detail to justify the requested change x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change) x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.

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5. MEMBERSHIP, CONTRACT ACCESS, AND MEMBER REQUIREMENTS A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Members that can legally access the Equipment, Products, or Services under this Contract. A Member’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Member’s use of this Contract is at the Member’s sole convenience and Members reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership requirements and documentation and will encourage potential members to join Sourcewell.

Sourcewell reserves the right to add and remove Members to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at governmentowned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Member policies and procedures, and all applicable laws.

6. MEMBER ORDERING AND PURCHASE ORDERS
A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, Member must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically a Member will issue a purchase order directly to Vendor. Members may use their own forms for purchase orders, but it should clearly note the applicable Sourcewell contract number. Members will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Member.

B. ADDITIONAL TERMS AND CONDITIONS. Additional terms and conditions to a purchase order may be negotiated between a Member and Vendor, such as job or industry-specific requirements, legal requirements (such as affirmative action or immigration status requirements), or specific local policy requirements. Any negotiated additional terms and conditions must never be less favorable to the Member than what is contained in Vendor’s Proposal.

C. PERFORMANCE BOND. If requested by a Member, Vendor will provide a performance bond that meets the requirements set forth in the Member’s purchase order.

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D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Member requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Member and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Member fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal or state laws or regulations prohibit the purchase or change the Member’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Member.

F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Member’s purchase order will be determined by the Member making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Member inquiries; and x Business reviews to Sourcewell and Members, if applicable.

B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to members, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

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The Report must contain the following fields:
x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Member Number;
x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Members. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Members under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above “Attn: Accounts Receivable.” Payments must be received no later than forty-five (45) calendar days after the end of each calendar quarter.

Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than thirty (30) days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

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10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, masterservant, principal-agent, or any other relationship.

11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.

12. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years from the end of this Contract. This clause extends to Members as it relates to business conducted by that Member under this Contract.

13. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

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If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

14. INTELLECTUAL PROPERTY
As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Members against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Members by any person on account of the use of any Equipment or Products by Sourcewell or its Members supplied by Vendor in violation of applicable patent or copyright laws.

15. PUBLICITY, MARKETING, AND ENDORSEMENT
A. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

16. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

17. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

18. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
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remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

19. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have thirty (30) calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Members as a result of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Member order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

20. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

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1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition). At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer).

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

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B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without thirty (30) days’ prior written notice to the Vendor.

Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within ten (10) days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).

F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to Sourcewell’s approval.

21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

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B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Members.

22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Member.

Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Members that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Members may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies when a Member accesses Vendor’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
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“Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. § 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
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certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of three (3) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

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J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

24. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon sixty (60) days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Termination of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to termination.

Sourcewell Krueger International Inc. dba KI
By: By:

Jeremy Schwartz Guy Patkze
Title: Director of Operations &
Procurement/CPO
Title: Assistant Secretary
Date: Date:

Approved:

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Attachment 2
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By:

Chad Coauette
Title: Executive Director/CEO
Date:

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE 







Attachment 2
RFP 121919 - Furniture Solutions with Related Accessories and Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Services
Vendor Details
Company Name: Krueger International, Inc.

Does your company conduct
business under any other name? If
yes, please state:

Address:

KI
PO Box 8100
Green Bay, WI 54308-8100
Contact: Lee Amundson
Email: [email protected]
Phone: 800-454-9796
Fax: 920-468-2781
HST#: 39-1375589
Submission Details
Created On: Monday November 11, 2019 10:11:49
Submitted On: Wednesday December 18, 2019 14:55:34
Submitted By: Lee Amundson
Email: [email protected]
Transaction #: 65568d9f-fb8c-441f-b9ab-7550f60a8d82
Submitter's IP Address: 208.50.15.6
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Specifications
Table 1: Proposer Identity & Authorized Representatives Line
Item Question Response *
1 Proposer Legal Name (and
applicable d/b/a, if any):

Krueger International, Inc. (d/b/a: KI) *
2 Proposer Address: 1330 Bellevue Street, PO Box 8100 Green Bay, WI 54308-8100 * 3 Proposer website address: ki.com *
4 Proposer's Authorized
Representative (name, title,
address, email address & phone)
(The representative must have
authority to sign the “Proposer’s
Assurance of Compliance” on
behalf of the Proposer):

Guy Patkze Assistant
Secretary 1330 Bellevue
Street Green Bay, WI
54302 [email protected]
920.468.2541
*
5 Proposer's primary contact for this
proposal (name, title, address,
email address & phone):

Kelli Plamann Contract
Program Manager 1330
Bellevue Street Green Bay,
WI 54302
[email protected]
920.468.2719
*
6 Proposer's other contacts for this
proposal, if any (name, title,
address, email address &
phone):

MARK WALDECKER | Corporate Accounts / K-12 Dealer Development Manager P:
920.406.3508 | M: 920.327.0195 | F: 920.468.2729 | E: [email protected] | ki.com ANDY VANSTRATEN | Contract Manager
P: 920.468.2394 | E: [email protected] | ki.com
Table 2: Company Information and Financial Strength
Line
Item Question Response *
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. *
7 Provide a brief history of your company,
including your company’s core values,
business philosophy, and industry longevity
related to the requested equipment, products
or services.

Who We Are OUR

FOUNDATION
The metal chair was KI’s flagship product in 1941. Innovative for its time, it brilliantly answered the call for seating that was portable, stackable, durable and affordable. KI recognized the market’s need and responded with a welcome solution. The KI folding chair symbolizes a long legacy of listening to our customers. Our insightful ability to solve problems through product design and space planning concepts has made us a respected leader in manufacturing furniture solutions – products that skillfully support the success of customers in the business, university, educational, healthcare, and government markets.

Today, we’ve grown well beyond our folding chair origins and offer a broad portfolio ranging from seating and tables to architectural walls and panel systems. Our award- winning innovations reflect a desire to meet your objectives, be your go-to resource and build an enduring relationship with you.

This foundation and a strong market understanding is why KI customers throughout the world continue to rely on our trusted expertise to create solutions that fit their environments. That’s why we say we offer far more than furniture … We’re Furnishing Knowledge.

What Makes Us Different We want to hear what you have to say about your goals, how your employees or students want to work or learn, your expectations … even what you want people to feel when they walk into your space. That way, we can help you make well-informed, educated decisions about your furniture investment.

Following are a few more reasons customers keep coming back to KI for furniture solutions.

EASY TO DO BUSINESS
Whether you need help space planning, selecting surface materials, determining what furniture best fits your work style, or coordinating installation with other contractors, we’re here to help.

CORE MARKET FOCUS
We stay laser focused on our core markets, persistently growing our knowledge, understanding and experience within each. That helps us design furniture solutions and support services that address the needs specific to:
• Higher Education
• K-12 Education
• Workplace
• Healthcare
• Federal & State Government
MARKET OF ONE® PHILOSOPHY
We believe the only customer who matters is you – you are our Market of One. So we’ve structured everything from our service and support teams to the manufacturing floor to be nimble and adaptable to your needs. We’re the right place for furniture, service and fulfillment options that align with your brand, culture and work environment.

FULFILLMENT FREEDOM
We will gladly collaborate and coordinate with any partner, dealer and/or installation entity you choose. We do not prescribe to pre-set distribution channels. Rather, we allow you to determine the best means to manage ordering and fulfillment activities.

EMPLOYEE OWNERSHIP
KI is 100% employee owned and when you own something, you treat it differently.

Everyone in the organization from the executive office to the production floor has a stake in the game.

DELIVERY AND INSTALLATION SERVICES
Delivery day should be exciting, not stressful. Should that date need to change for any reason, just let us know. We’ll adjust accordingly.

Should you need assistance with fulfillment, KI offers a comprehensive service package. A factory-trained, on-site management team will oversee your project from initial pre-planning meetings through the final walk-through. Options for warranty and DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. *
8 Provide a detailed description of the products
and services that you are offering in your
proposal.

Furnishing Knowledge Through Design
Through human-centered design, we create compelling environments by aligning culture, brand and functional objectives. The ideas behind this approach include adaptive design, increased user control, higher levels of engagement and defining a balance between the basic workstyles (Focus, Interaction, Ideation and Regenerative), and behavioral needs of users.

Furnishing a business office, a hospital lounge, a classroom, or a government facility takes special knowledge. What choices will best serve the application? How will you create the look to reflect a distinct personality, and the functionality to serve unique needs? KI is here to help. Selling you furniture comes at the end of the process.

First, we bring you information, skill, and partnership. We listen to what you need, then work with you to create it. And if we don't already have it, we'll design it from scratch. Our long experience ensures that when we say the "best furniture," we mean the best quality providing the best style and function.

Learning Spaces – Dynamic Collaboration, Conventional Classrooms, Technology Integrated, Engaging/Presenting, and Lecture/Auditorium.

Social Spaces / Third Spaces – Learning Commons/Media Centers, Lobby/Lounge, Cafes and cafeterias/Dining and Living Spaces.

Offices and Workstations – Flexible, Accommodating Workspaces, Peak Performance, Designed to move.

Training Rooms – Transforming Training Environments, Impactful Solutions.

Conference Rooms – Masterful Meetings, Bringing Ideas to the Table.

Storage Solutions – Intelligent, Innovative, Integrated.

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 9 What are your company’s expectations in the
event of an award?
Our overall goal, if awarded, is to continue to grow our ability to offer public agencies functional products with the latest designs and highest quality. Our ability to listen and understand the customer’s needs will continue to be one of our main goals in the relentless drive to make the Customer’s experience with KI effortless.

With the continued partnership with Sourcewell, we believe that we will continue to grow our presence within these core markets. Sourcewell has consistently demonstrated the importance of support to awarded vendors and we expect that by continuing to share and enhance the same core values we can continue to grow our Educational and Government accounts by making them aware of the benefits of both Sourcewell and KI.
*
10 Demonstrate your financial strength and
stability with meaningful data. This could
include such items as financial statements,
SEC filings, credit and bond ratings, letters
of credit, and detailed reference letters.

Upload supporting documents (as applicable)
in the document upload section of your
response.

Please find KI’s Condensed, Consolidated balance sheet for 2017/2018, Surety Letter and a copy of our current insurance certificate for your review. *
11 What is your US market share for the
solutions that you are proposing?
Since KI is a privately held, 100 percent employee owned company, we prefer to keep certain information confidential. However, KI defines our business via what we term as “Core Markets”. To be a KI Core Market means we must currently maintain a Top 3 position or can attain a Top 3 market share position in a relatively short number of years. Higher Education, K-12 and Government markets are all Core Markets for KI. KI has an experienced team in place that follows this market share and is extremely committed to maintaining and growing those positions. *
12 What is your Canadian market share, if any? KI has have the same commitment to Core Markets in Canada that we have in the United States and other countries throughout the world. We will continue to grow and gain market share on all of our “Core Markets”.
*
13 Has your business ever petitioned for
bankruptcy protection? If so, explain in detail.

KI has never petitioned for bankruptcy protection. *
14 How is your organization best described: is it
your written authorization to act as a distributor
with your sales and service force and with your
KI is a manufacturer, but not only do we make the products, we have the capability to fulfill these orders direct to the member or through a local distributor of their choosing. KI also has the ability to service direct through our Service subsidiary, a one stop shop.

At KI, we believe that the only customer who matters is you – you are our Market of One. So we’ve structured everything from our service and support teams to the manufacturing floor to be nimble and adaptable to your needs. • Dedicated Service – You will have a team of experienced KI professionals assisting you through the furniture procurement journey. In addition, you have 24/7/365 access to your order information from any electronic device via ki.com/orderstatus. • Fulfillment Freedom – While we offer space planning, shipping and installation services, we will never limit you to working with agencies owned or affiliated strictly with KI. Rather, we will gladly collaborate and coordinate with any partner, dealer and/or installation entity YOU choose. KI does not prescribe to preset distribution channels. Rather, we deploy local KI representatives to work directly with you. KI’s approach provides alternative procurement methods that allow you, not the manufacturer, to determine the best means to manage ordering and fulfillment activities. It also provides you the opportunity to reduce costs via bypassing the traditional dealer/”middleman” model, if required.
*
This client-centric business model is the engine that continues to drive KI’s growth and client satisfaction. Ultimately, clients appreciate the flexibility to make purchasing and fulfillment decisions according to their needs versus what may be most expedient for the manufacturer.
15 If applicable, provide a detailed explanation
outlining the licenses and certifications that
are both required to be held, and actually
held, by your organization (including third
parties and subcontractors that you use) in
pursuit of the business contemplated by this
RFP.

Please find all KI’s licenses per state attached for your review. KI is authorized to sell products and provide services in all 50 states, the District of Columbia, and Canada. KI complies with applicable federal, state, local, and industry laws for each purchasing member where ever they are located.

KI does work with third party certified service providers and obtains license verification and insurance certificates for all providers whom we work with. *
16 Provide all “Suspension or Disbarment”
information that has applied to your
organization during the past ten years.

KI has not been subject to any suspension or disbarment in the past ten years or ever. *
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 17 Within this RFP category there may be
subcategories of solutions. List subcategory
titles that best describe your products and
services.

Seating
- Stack and Guest Seating
- Task Seating
- Lobby & Lounge Seating
- Folding Chairs and Stools
- Multiple Seating
Storage
- Files and Storage
- High-density and mobile storage systems
Technology Support furniture
- Desking
- Powered Tables
- Tables
- Accessories
Systems/Modular Furniture
- Desking
- Casegoods
- Panels
- Accessories
Library Furniture
- Tables and Chairs
- Lobby &
Lounge Cafeteria
Furniture
- Tables
- Folding Tables
- Seating and Chairs Early Childhood
Furniture
- Tables
- Seating and chairs
- Storage Audio Visual
Furniture
- Tables
- Accessories
Training Furniture
- Tables
- Desks
- Seating and Chairs
- Stools Educational Office
Furniture
- Tables
- Desking
- Accessories
- Seating and Chairs Auditorium/Fixed
Seating & Tables Demountable Walls
Residence Hall
Healthcare
- Sleepers
- Chairs
- Recliners
- Casegoods Freestanding Classroom and School
Furniture
- Tables
- Desking
- Seating and Chairs
- Storage
- Accessories
Upholstery
*
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Table 3: Industry Recognition & Marketplace Success
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Line
Item Question Response *
18 Describe any relevant industry awards or
recognition that your company has received
in the past five years
Product Design 2019 BUILDINGS™ Editor’s Choice – Hiatus Sleeper Bench 2018 A4LE LE Awards, Solution Provider Award – Ruckus Collection
2018 BUILDINGS™ Production Innovation Grand Award (1st Place) – Tattoo Collection 2018 BUILDINGS™ Product Innovation Merit Award (2nd Place) – Ruckus Mobile Height-Adjustable Lectern
2018 Best of NeoCon® Gold – Tattoo Collection 2017 Nightingale Award, Gold – Patient Seating – Ruckus Task Chair 2017 Best of NeoCon® Gold – Ruckus Collection 2017 Best of NeoCon® Gold – Universal Height-Adjustable Screen 2017 Best of NeoCon® Gold – Pallas Loft Collection 2017 BUILDINGS™ Production Innovation Grand Award (1st Place) – Ruckus Collection 2016 Nightingale Award, Gold – Fabrics & Textiles Category – Pallas Gaia Collection 2016 Nightingale Award, Silver - Conference Seating Category – Doni Seating Collection 2016 EdSpaces Innovation Awards, Seating Category Winner – Ruckus Collection 2016 EdSpaces Innovation Awards, Best in Competition – Ruckus Collection 2016 BUILDINGS™ Product Innovation Merit Award (2nd Place) – MyPlace Lounge Collection 2016 BUILDINGS™ Product Innovation Merit Award (2nd Place) – Lightline (Freeform) Architectural Wall 2016 Best of NeoCon® Gold – MyPlace Lounge Collection 2015 Best of NeoCon® Gold - Evoke Architectural Walls 2015 Best of NeoCon® Silver - Soltíce Metal Collection 2015 Best of NeoCon® Innovation Award - Sway Lounge Collection 2015 #9 Contract Magazine Ranking Health Care Textiles Category – Pallas Textiles
*
Business and Industry 2018 – Weyenberg Prize for
Business Excellence 2018
KI was awarded the Weyenberg Prize for Business Excellence, co-sponsored by the University of Wisconsin – Green Bay and InitiativeOne Leadership Institute. The Weyenberg Prize seeks to honor business excellence – companies where transformational leadership, strategy development, and strategic execution are embedded deep within the corporate culture.

Sustainability
2010-2019 Green Masters Award – Wisconsin Sustainable Business Council 19 What percentage of your sales are to the
governmental sector in the past three
years
KI's percentage of sales into the government sector over the past 3 years is between 5% and 25%. KI's product offerings allow for State and Local government to choose functional and quality products without sacrificing the most current styles and collaborative trends. KI experiences sales growth in the Government sector each year. (This growth does not include KI’s Prison Industries programs). *
20 What percentage of your sales are to the
education sector in the past three years
KI's percentage of sales into the educational sector over the past 3 years is between 50% and 75%. KI proudly manufactures furniture solutions that support the freedom to move, a vital need and so much more. Supporting the development of world-class learning environments has been – and always will be – at the very core of KI. It’s what we do best. KI has experiences growth in sales within the educational sector each year. KI education markets are critical to KI's vertical market strategy. The combined sales is ranked 1 and 2 within KI's vertical markets. *
21 List any state or cooperative purchasing
contracts that you hold. What is the annual
sales volume for each of these contracts
over the past three years?
KI holds cooperative purchasing agreements with groups such as NASPO, OMNIA and TIPS. KI also holds up to 26 State contracts. A growing number of States have adopted the Sourcewell cooperative and KI Furniture as their lead-state contract. Annual Sales per GPO and State contracts vary from $100K - $50 Million.

Sourcewell is the most requested and utilized contract in KI's portfolio. *
22 List any GSA contracts that you hold. What
is the annual sales volume for each of these
contracts over the past three years?
KI holds a General Service Administration (GSA) Contract, number: GS-28F0033P. Annually, KI performs in the range of $1 million - $50 Million. * DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Table 4: References/Testimonials
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Line Item 23. Supply reference information from three customers who are eligible for Sourcewell membership.

Entity Name * Contact Name * Phone Number *
Tulsa Public Schools: East Central Library Shawn Parks 918.746.9724 * Stillwater Public Schools: Sangre Ridge
Elementary Library
John Anders, Facilities Director 405.533.6340 *
Florida International University Mark Marine, Manager of Administrative Services 305.348.7357 * Department of Juvenile Justice: Fort Myers
Youth Academy
Katrina Harvey 239.210.0934
Table 5: Top Five Government or Education Customers
Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years.

Entity Name Entity Type * State /
Province * Scope of Work * Size of Transactions * Dollar Volume Past Three Years * College/
University
Education Wisconsin - WI Supplied good and services Approximately $500K to $1M/project
Approximately $5M to
$12M *
College/
University
Education North Carolina -
NC
Supplied good and services Approximately $250K to
$1M/project
Approximately $1M to $8M *
K-12 Public Education New York - NY Supplied good and services Approximately $250K to $500K/project
Approximately $500K to
$5M *
Local
Government
Government Minnesota - MN Supplied good and services Approximately $500K to $1M/project
Approximately $1M to $8M *
Local
Government
Government Florida - FL Supplied good and services Approximately $250K to $500K/project
Approximately $250K to
$3M *
Table 6: Ability to Sell and Deliver Service
Describe your company’s capability to meet the needs of Sourcewell Members across the US, and Canada if applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (fulltime equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.

Line
Item Question Response *
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 25 Sales force. KI Locations or Sales Specialist Near You In addition to corporate headquarters, showroo better understand your overall project objectives.

KI has broken out the numbers below.

National Support and Service:
- 22 Showrooms – eight of which are international
- 3 Divisions
- 8 Manufacturing Locations – three of which are international Field Sales Force:
- 74 Direct Sales Representatives
- 87 Independent Sales Representatives
- 13 Canadian Sales Representatives
Corporate Support and Service:
- 5 staff - Market Development Analysts - The goal of the Market Development area is to generate thousands of "qualified" project opportunities. These projects must be "new" to the field and not already registered in our internal database. - 54 staff - Inside Sales Support - KI has a dedicated Inside Sales Support area that works within a specific region to support customers, clients and sales representatives. This area includes actively marketing KI’s product offering throughout their designated region.
- 174 staff – Corporate Customer Service and other Support Teams - When a customer places a call to the KI customer service departments, a member of KI’s Welcome Center who will then direct the call to the appropriate individual. KI is committed to providing customers with the most timely and accurate communication possible within a reasonable response timeframe.
- Customer Service Agents are assigned to provide support and include the responsibility for handling all aspects of daily project coordination. The primary team contacts are based on expertise.
- Customer Service Team Manager provides additional support in the overall coordination of an account’s specific needs including designation of resources and project coordination logistics.
*
26 Dealer network or other distribution
methods.

Dealer Network KI has 340 approved dealers and 58 approved dealer representatives d listing for your review.

Spacesaver Corporation 23 US
Area Contractor/Distributor 11
Canadian Distributors
*
27 Service force. Division of KI – Corporate Services
52 Staff - Installation Management Services (Corporate Services): The Corporate Services team is comprised of customer focused, factory trained Regional Managers, Installation Supervisors and Certified Installers. Regionally based service teams are available for quick response. These Team Members are factory-trained and specialize in the installation, maintenance, and repair of all of KI’s products - 9 Staff - Regional Managers
- 31 Staff – Installation Supervisors
- 9 Staff - Installation and Account Coordinators
- 3 Staff - Project Managers
- 153 – Certified Installers throughout the country
*
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 28 Describe in detail the process and
procedure of your customer service
program, if applicable. Include your
response-time capabilities and commitments,
as well as any incentives that help your
providers meet your stated service goals or
promises.

Account Management We are transparent when it comes to your project, because we kn than a business transaction.

While you will have one main point of contact, know that an entire team will be working on your behalf. The cross-functional team includes tenured industry professionals who specialize in executing large and complex projects. The team is selected based on your needs, so in addition to your sales representative and customer service representative, team members may also be selected from design, manufacturing, finance or any other area of the business that could positively impact the outcome of your project.

CENTRALIZED PROJECT MANAGEMENT
KI’s centralized approach to project management, offers clients a variety of critical benefits, including:
• Intimate project knowledge and local representation
• Access to an experienced corporate team of project managers • Access to a dedicated client support team, along with a single point of contact • Complementary CAD and other support services (including revisions) • Continuity and consistency in project management practices • Centralized data management
*

LOCAL SUPPORT
Your sales specialist is based out of your geographic area and can respond to your needs in person, if necessary. This person is responsible for your account as well as specific projects you have in progress and will work with you one-on-one to develop account management plans, discuss projects in progress, perform site reviews, etc.

The sales specialist can also engage, when necessary, with his or her district sales leader who can provide account support while ensuring project integrity from start to finish.

KI Customer Service Customer service agents interface with design/engineering, manufacturing and logistic departments to handle customer concerns and issues.

Standard hours of operation are from 8 a.m. to 5 p.m. with fluctuation for specific geographic areas. When a customer places a call to the KI customer service department, the customer will be greeted by a member of KI's Welcome Center who will then direct the call to the appropriate individual. KI is committed to providing customers with the most timely and accurate communication possible and adheres to four-hour response timeframe.

Please find the complete Customer Service Program attached for your review. 29 Identify any geographic areas of the United
States or Canada that you will NOT be fully
serving through the proposed contract.

KI and its Subsidiaries are authorized to sell and provide services in all 50 states, the District of Columbia, Canada and more. Neither KI nor its Subsidiaries are limited to any geographical area. *
KI and its Subsidiaries are able to service all of Sourcewell market segments through the proposed contract.
30 Identify any Sourcewell Member sectors (i.e.,
government, education, not-for-profit) that you
will NOT be fully serving through the
proposed contract. Explain in detail. For
example, does your company have only a
regional presence, or do other cooperative
purchasing contracts limit your ability to
promote another contract?
KI and its Subsidiaries are able to fully serve ALL Sourcewell Member sectors that utilize commercial furnishings through the proposed contract. *
31 Define any specific contract requirements or
restrictions that would apply to our Members
in Hawaii and Alaska and in US Territories.

KI and its Subsidiaries do not have any specific requirements or restrictions which apply to Sourcewell Members located outside the continental USA.

For shipments destined to other U.S. states (outside the 48 U.S. contiguous) or foreign territories, delivery will be made to a prearranged port. Members shall prepay all freight charges and any extra expenses resulting from any request by Customer for after-hours, holiday, weekend, or specific time delivery, or special carrier, shipping method, (e.g. air freight, exclusive use vehicle) packaging, and/or routing. *
Table 7: Marketing Plan
Line
Item Question Response *
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. *
32 Describe your marketing strategy for
promoting this contract opportunity.

Upload representative samples of your
marketing materials (if applicable) in
the document upload section of your
response.

Tradeshows KI will market and promote the Sourcewell contract during tradeshows with customized literature and signage. KI will actively participate in the AASA, NAEP, IASBO, NACO, NIGP and all the additional shows we participates in annually. KI attends approximately 50+ tradeshows a year.

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 33 Describe your use of technology and
digital data (e.g., social media,
metadata usage) to enhance
marketing effectiveness.

Over the years, we’ve developed a keen eye and learned quite a bit about what works and what doesn’t. And it’s important to us to share that information with you…to inspire you and help you make smart furniture solutions. To that end, we have several resources where you can leverage our experience and get inspired!

SOCIAL MEDIA
For new product ideas and project inspiration, few social media sites have proven more valuable and visual than Pinterest. We’ve curated endless boards for cool training spaces, work styles, active design, various products, architectural walls, quotes we love, cities we’ve visited and our favorite -- #designmoves. If you’re looking for inspiration, here’s where you’ll find it – PINTEREST.

In addition, you can also engage with us on these social channels: facebook, twitter, snapchat, Instagram and YouTube.

ELECTRONIC CATALOGS
We’ve developed a catalog for each of our core markets. Each catalog offers insights on the market, real-world images, thought-starters and space planning ideas as well as product recommendations. You can flip through the catalogs here or order a printed copy on KI.com.

Higher Education Solutions Catalog
K-12 Solutions Catalog Healthcare
Solutions Catalog Business
Solutions Catalog
*

THOUGHT LEADERSHIP
White Papers:

Our product design is based on human-centered design. We are often in the field observing, interviewing and experimenting. In addition, our market leadership team is always researching and investigating how our furniture can support the way you work, learn, relax and heal. We’ve compiled that information into several white papers to help you plan the perfect environment.

The Learner’s Journey
Collegiate/Workplace Design
Improving Clinic Design
Understanding Active Design
KI Blog: If you don’t have time to thoroughly read a white paper, you can glean a lot of infor thought leaders.
34 In your view, what is Sourcewell’s role
in promoting contracts arising out of
this RFP? How will you integrate a
Sourcewell-awarded contract into your
sales process?
Marketing Sourcewell proactively and jointly market KI’s contract to agencies nationwide throughout the United States through a network of major sponsors (AASA, NAEP, I-ASBO, NACO, NIGP) and state-level sponsors. In addition, Sourcewell staff will enhance the Supplier’s marketing efforts through in-person/phone meeting with public agencies, participation in key events, tradeshows, web site, social media, publications, and by providing online tools to the Supplier’s sales force.

Training Anticipate that Sourcewell would be dedicated to the training and education of KI’s s Sourcewell contract. *
Knowledge Management Support Anticipate Sourcewell would provide resources and tools that marketing, training, and targeting data.
35 Are your products or services available
through an e-procurement ordering
process? If so, describe your eprocurement system and how governmental and educational
customers have used it.

KI offers an e-procurement ordering process via third party technologies. These private “purchasing portals” are available for qualified requests. KI customers use the eprocurement system as a means of transacting online purchase orders via private web pages, individually loaded with customer-approved style and finish options as well as contract pricing. These electronic systems allow numerous locations and purchasing entities to utilize one central method of submitting purchase orders, which streamlines paperwork and improves communication.
*
Table 8: Value-Added Attributes
Line
Item Question Response *
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 36 Describe any product, equipment,
maintenance, or operator training
programs that you offer to
Sourcewell Members. Include
details, such as whether training is
standard or optional, who provides
training, and any costs that apply.

KI provides published installation/ assembly instructions and user / maintenance manuals for products directly to the client at no additional cost. Along with written information, KI personnel can provide hands-on product training. This valuable face-to-face interaction between knowledgeable KI employees and client facilities personnel provides a proactive learning experience and offers a forum in which to raise questions and discover the most efficient methods of product handling. Once trained, facilities personnel can handle a wide range of product maintenance procedures, eliminating the need to hire outside labor for simple product adjustments. This would be an optional request at no additional charge. *
37 Describe any technological
advances that your proposed
products or services offer.

Innovation
KI is a unique contract furniture manufacturer. We use a Go-To-Market strategy to tailor products and service solutions to the specific needs of each customer. In fact, many of our “standard” products were born out of the need to solve a particular customer’s challenge.

Once we develop a furniture innovation, we share in the success of these personalized solutions by making them available to all our customers.

Innovation is Part of Our DNA
Innovation: Large Space
Installation
KI has demonstrated the ability to create unique, productive, ergonomically complete work environments based on our client’s goals and objectives.

Innovation: Implement IPD Process and Save Time KI continues to evolve the innovation proces maximize efficiency through all phases of design, fabrication and construction. *
The key to a successful IPD process is early trade involvement. KI recognizes that organizations that work on different projects can bring interesting points of view on how to handle specific workplace issues. Electricians and data management specialists can enlighten us on their challenges in managing technology and power that we can integrate with our product solutions. General construction works closely with KI, especially on movable wall projects, because interior architecture and furniture are so tightly entwined. 38 Describe any “green” initiatives
that relate to your company or to
your products or services, and
include a list of the certifying
agency for each.

Please reference KI Circular Economy Model - Attachment *
39 Identify any third-party issued ecolabels, ratings or certifications that your company has received for the
equipment or products included in
your Proposal related to energy
efficiency or conservation, life-cycle
design (cradle-to-cradle), or other
green/sustainability factors.

Please reference KI Eco-Labels Ratings Certifications - Attachment *
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 40 Describe any Women or Minority
Business Entity (WMBE), Small
Business Entity (SBE), or veteran
owned business certifications that
your company or hub partners have
obtained. Upload documentation of
certification (as applicable) in the
document upload section of your
response.

As an equal opportunity employer, KI implements fair labor and business practices across all levels of the organization. Promoting a balanced playing field in the marketplace, KI follows basic guidelines when selecting subcontractors. Ensuring fair procurement of products and services, KI participates in the development, preparation and execution of individual subcontracting plans and monitors performance relative to each plan. The company's support of minority and women-owned enterprises is demonstrated through outreach efforts, internal guidelines and processes, contractual language and incentive plans. Some of the specific ways KI can meet supplier diversity initiatives include.

Outreach efforts to obtain sources:
• Contracting minority and small business trade associations • Contracting business development organizations
• Requesting sources from the Small Business Administration's Procurement Marketing and Access Network (Pro-Net) System.
• Attending small, minority and women-owned small business procurement conferences and trade fair. *
Internal efforts to guide and encourage purchasing personnel:
• Presenting workshops, seminars and training programs
• Establishing, maintaining and using small, hubzone small, small disadvantaged and women- owned small business source lists, guides and other data for soliciting subcontracts.
• Monitoring activities to evaluate compliance with the subcontracting plan KI also participates and cooperates in pertinent studies and/or surveys as well as periodic compliance reporting which show compliance with subcontracting plans.

Please find “KI’s Minority Plan for 2019” attached for your review.

You will also find the certification for each dealer partner listed on the approved dealer list attached for question 26. Dealer Network.
41 What unique attributes does your
company, your products, or your
services offer to Sourcewell
Members? What makes your
proposed solutions unique in your
industry as it applies to Sourcewell
members?
KI has numerous unique qualities.
• The Sourcewell member is the most important customer to KI. Some manufacturers have to keep their largest distributors happy and large distributors have to keep their key providers happy, KI is only concerned with providing the right solution for the Sourcewell members.
• If standard furniture options just aren't working for you and you need an "outside the box" solution, look to Infinity from KI. Approximately 20% of all KI solutions fall into the category of Infinity, compared to an industry average of roughly 1%. Whether you want to modify an existing KI product or create something from concept, we can help. • The Education and Government customers are KI’s “Core Markets”. The Sourcewell members aren’t an opportunity market for us they are who we interact with on a daily basis to improve learning and productivity.
• KI is 100% employee owned ESOP Company. Every employee/owner is responsible for and committed to doing the right thing, the right way, every time, because we all dependent upon it.
• KI is a United States manufacturer. Some of the industry giants import up to 40% of their products sold in the United States. KI imports a much smaller percentage and is driven to create more local jobs who support Education and Government markets with their taxes. • KI has the broadest selection of products in the industry which allows for “1-stop shopping” which allows the Sourcewell member to attain the deepest discount tier more easily than having to select from multiple sources.
*
42 Identify your ability and willingness
to provide your products and
services to Sourcewell member
agencies in Canada.

KI has the ability to service Canadian customers through our Canada subsidiaries however there are barriers that exist regarding certifications which can be cost prohibitive. KI’s current submission does not provide a pricing structure for the international business, however should the Canadian demand increase, KI can look at the pricing structure and business practices required in order to service this geographic area in an effort to navigate the exchange rate and tax challenges.
*
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Table 9: Warranty
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.

Line
Item Question Response *
43 Do your warranties cover all products, parts, and
labor?
Yes, KI’s warranty, which runs from the date of manufacture, covers defects in materials and craftsmanship found during normal usage of the products during the warranty period.

Labor Warranty Further subject to the limitations set forth below, KI warrants that the KI product will be installed in compliance with all manufacturer specifications. If, during the ninety (90) days immediately following initial installation, KI reasonably determines that one or more aspects of the KI product was not installed according to manufacturer specifications, KI shall, at KI’s expense, reinstall the affected components according to manufacturer specifications. KI shall be afforded reasonable access to all components suspected to require reinstallation in order to determine warranty coverage.

Claims of alleged faulty installation made to KI outside the aforementioned ninety (90)-day period shall fall outside the scope of this warranty, and KI shall be under no obligation to provide any reinstallation services for untimely claims.
*
44 Do your warranties impose usage restrictions or
other limitations that adversely affect coverage?
KI’s Lifetime Warranty applies regardless of the number of shifts the product is used each day, unless specified as an exception. All non-lifetime product warranties are a single 8 hour shift per day.
*
45 Do your warranties cover the expense of
technicians’ travel time and mileage to perform
warranty repairs?
Yes, KI at its option will either repair or replace the defective product with a comparable component or product, or provide a refund of the purchase price.

KI reserves the right to determine labor method used during replacement of product.
*
46 Are there any geographic regions of the United
States (and Canada, if applicable) for which you
cannot provide a certified technician to perform
warranty repairs? How will Sourcewell Members in
these regions be provided service for warranty
repair?
KI has the ability to provide a certified technician to perform warranty work in any geographical location. Each Sourcewell Member will be provided detailed information as to how to contact KI or KI’s representative for warranty work. * 47 Will you cover warranty service for items made by
other manufacturers that are part of your proposal,
or are these warranties issues typically passed on
to the original equipment manufacturer?
KI is the manufacturer and will cover all products that are part of our proposal. *
48 What are your proposed exchange and return
programs and policies?
KI is a just in time manufacturer and produces products according to a client’s specific specifications, therefore an exchange option or program is not required.

Product conforming to the specifications contained in KI’s acknowledgement to Customer may not be returned to KI without KI’s written consent, which consent may be conditioned upon Customer’s agreement to pay re-handling and/or restocking charges and/or to prepay all freight charges on the return shipment.
*
If a product is defective upon arrival, and if written notice of the defect is given to KI, both product and services will be covered by KI’s warranty. 49 Describe any service contract options for the items
included in your proposal.

KI will offer its full product line and our subsidiary companies product lines to Sourcewell. KI has an extensive educational portfolio, along with a full line of systems products, files & storage, seating, tables, lounge seating, healthcare, casegoods, architectural walls, and auditorium applications. * KI also has factory trained technicians and installation partners throughout the US that can assist in fulfillment needs.

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Table 10: Payment Terms and Financing Options
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Line
Item Question Response *
50 What are your payment terms (e.g., net 10, net 30)? Payment on all KI invoices shall be made in U.S. dollars within thirty (30) days of the date of each such invoice. *
51 Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions?
Yes, KI offers a lease finance option. The first and last monthly payments are required at the time of signing. Lease quotations subject to National Cooperative Leasing credit approval. Rates are based upon current market and subject to change without notice.

Contact KI for a quote.
*
52 Briefly describe your proposed order process. Include enough detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template.

For example, indicate whether your dealer network is
included in your response and whether each dealer (or
some other entity) will process the Sourcewell Members’ purchase orders.

KI uses the tools of SalesForce.com to store Sourcewell contract terms and discounting. Salesforce.com is tied to KI’s proprietary quoting system in a way that once the Sourcewell contract number is loaded into the system, Salesforce.com auto feeds the discounting into the required Product fields of the quote.

Each Sourcewell Purchasing option and tier has a unique contract number in Sourcewell to ensure proper costing is populated based on the customer requirements. KI is composed of a team of inside sales specialists, Regional Sales Representatives and a robust Dealer network.

A select number of dealer partners have access to the proprietary quoting program and are trained on its use. All other Dealer network partners must request a quote from KI in an effort to ensure contract discounting compliance. Built into KI’s pricing submittal is Dealer compensation.

KI values the customer experience and finds great value in allowing the Customer to determine their comfort level in administering a purchase order direct to the Manufacturer or through their trusted Dealer network. Either way, KI makes sure that the end-user price is always based on the awarded contract discount.

The unique Sourcewell contract numbers that were applied to the various Sourcewell procurement options (volume tiers and Delivered or Delivered and installed) are noted on the quote cover page and urged to be mentioned on the Members purchase order as an extra measure. Once a PO and accompanied quotation is received by KI’s order entry team, they log in the order and order information including the Sourcewell contract numbers. KI’s system has programing written to scan for the use of the Sourcewell contract and accrue the administration fee for future reporting and payment. *
On a quarterly basis KI’s Contract Management department will run the reporting based on all of the Sourcewell contracts and input the data into the Sourcewell sales usage templates. The sales total is calculated based upon the agreed upon administration fee and a check from the accrued account is cut and accompanied by the sales usage report to the remittance address of Sourcewell.

Over the last few years KI has invested many resources into programing a proficient way to have our procurement programs and automations take the guess work out of the compliances. The current enhancements have helped make a good process great and we are not about to stop there. Every year the KI team looks at how we can reinvest our efforts into making a Customer’s experience better. To KI a Customer is defined as our internal team and partners, and anyone affiliated with KI and its business. Our goal is to continue to grow and find ways to make working with KI an effortless experience.
53 Do you accept the P-card procurement and payment
process? If so, is there any additional cost to Sourcewell Members for using this process?
Yes, P-Cards are accepted at time of order placement only, order needs to be $500 or less and be paid in full. There would be no additional costs to the Sourcewell Member if using this process. *
Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Line
Item Question Response *
54 Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell
discounted price) on all of the items that you want
Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal.

Upload your pricing materials (if applicable) in the document upload section of your response.

KI will be providing a percentage discount off KI’s published product price lists.

In a continuing effort to improve efficiency and reduce our environmental impact, KI will no longer offer printed price lists. KI price lists are now available in electronic format (PDF) only. We have provided Sourcewell with direct links to all of KI product price lists. These price lists are also available at
ki.com/planning/pricelists.aspx to download. It is best to rely on the electronic (PDF) versions of the price lists to ensure that you and your members are viewing the most recent pricing.
*
As a manufacturer of commercial educational/office furniture, KI offers numerous options in colors, fabrics, laminates, styles, paint finish for every product we sell. Providing sku # for every option would entail literally millions of sku numbers. Product selections can be provided by KI Representatives or through our extensive dealer network. 55 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or
list, state the percentage or percentage range.

Catalogs provided show “list pricing”. KI will be providing a percentage discount off list pricing.

Discounts will vary depending on product and geographic area. KI has established 4 “zones” that will cover our 48 contiguous states.

Those 4 zones offer both a “dock” delivery option and an “installed” option for Sourcewell customers. Zone 5 has been established for Alaska and Hawaii. Zone 5 offers a “dock” delivery option only for port of exit. Delivery from continental US to HI or AK may have an additional charge. Installation, if requested, will be negotiated between the customer and the installer on a case by case basis. *
Using the total list price of a project, the tiered discount can then be determined.

Please see the product discount spreadsheet under the Pricing Offered section of the RFP.
56 Describe any quantity or volume discounts or rebate
programs that you offer.

KI’s pricing policy is to always provide the “BEST PRICE” on all of its products, which eliminates the need for rebates, incentives, or additional discounts. It is KI’s intent to provide Sourcewell and its members with the “BEST PRICE”, based on the terms and
conditions, as documented in the Pricing offer.
*
57 Propose a method of facilitating “sourced” products or related services, which may be referred to as “open market” items or “nonstandard options”. For example, you may
supply such items “at cost” or “at cost plus a percentage,” or you may supply a quote for each such request.

KI will assist in the procurement of “Sourced Goods” (non-KI product) provided that the majority of the order is made up of KI Products.

These items would be sold at cost plus a percentage.

KI also has an internal group (Personalized Solutions Group), which takes product solutions and makes minor modifications to them, again to meet a specific client needs, application, or sustainability requirement. Personalized solutions allows KI the ability to create greater variety in products at desirable prices. These items would be quoted on a case by case basis.
*
58 Identify any element of the total cost of acquisition that is NOT pre- delivery inspection, installation, set up, mandatory training, Not only has KI provided a discount for dock delivery but we have also provided an “installed” option for Sourcewell customers.

Installation for HI or AK, if requested, will be negotiated between the customer and the installer on a case by case basis.

Auditorium /Fixed Seating & Demountable Walls Architectural products a charges and are quoted on a project by project basis.
*
Spacesaver Products Installation: Due to the customer nature of this equipment, it is quoted per project; however, installation charges for non-union, non- prevailing wage projects will not exceed 40% of list price for any product categories noted. Projects requiring prevailing wage or union wages must be quoted project by project due to local variations in wages and classifications of labor.

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 59 If freight, delivery, or shipping is an additional cost to the Sourcewell Member, describe in detail the complete freight, shipping, and delivery program.

Products quoted as “Delivered Pricing”, no additional cost will be given. Customer shall prepay all freight charges and any extra expenses resulting from any request by Customer for after-hours, holiday, weekend, or specific time delivery, or special carrier, shipping method, (e.g. air freight, exclusive use vehicle) packaging, and/or routing.

Accessorial Fees: Customer shall be responsible for the payment of all accessorial fees, including, but not limited to, charges necessitated by any of the following:
• A need for special delivery equipment, including lift gates • The absence of a loading dock
• Re-direction or re-consignment of product
• Detention charges
• Street unloads
• Improper refusal of product
• After hours/weekend installation
• Union labor rates if required
• Additional fees for installations in excess of 30 miles from closest servicing center and on full service installation orders less than $2,500.
*
Auditorium /Fixed Seating & Demountable Walls Architectural products a transportation and are quoted on a project by project basis.

Spacesaver Products Freight and inside delivery: is quoted per project lowest cost to each member.
60 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any
offshore delivery.

KI reserves the right to select the “best way” shipment methods and m a.m. to 3:00 p.m. for truckload or 9:00a.m. to 5:00 p.m. for less than other U.S. states or foreign territories, delivery will be made to a prea *
61 Describe any unique distribution and/or delivery methods or options offered in your proposal.

KI’s Discounting is zoned in a way to provide price relief to geographic areas. Within this structure KI provides multiple delivery options for each end users site conditions and specifics.

A few of KI shipping methods are:
• Parcel (FedEx or UPS)
• Standard LTL
• Truckload
• Advance Shipment Notification (ASN)
• Blanket Wrapping
*
Table 12: Pricing Offered
Line
Item The Pricing Offered in this Proposal is: * Comments 62 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Table 13: Audit and Administrative Fee
Line
Item Question Response *
63 Specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell.

Salesforce.com is communication tool used between the field sales organization and customer support at the corporate office. It gives real-time updates and instructions where needed and helps in product management, reporting, and
contract management.

Salesforce allows the company to provide one view of the customer to its internal employees and Sales Associates. All KI sales and support roles have visibility to the accounts, contract pricing, and contacts that interact with KI personnel in the order-to-cash cycle. They also have collaborative technology to share information on opportunities and cases.

Sourcewell members that have a direct account, the KI
contract number is listed on the account. This contract number will automatically appear on their orders when they are entered. If the Sorurcewell contract number is noted on the order or on the quote from the sales rep, then that contract number is entered on the order.

KI’s Process for tracking sales from distributors and/or dealers - On a weekly basis, reports of orders that are entered during the previous week are printed.
- The end-user is determined on each order by checking th e- mailing the sales rep/de
- The end-user of each order is then checked against the Sourcewell member list. If the end-user is listed on the membership lists, the contract number is added to the order. - At the end of the quarter, the EDI report is run, which captures all orders during that quarter with the Sourcewell contract number listed on it.
- When a dealer would have purchased for a member, the
contract number is listed in the notes and all of the member information is then listed on the report.
- Showcase query is then used to put the EDI
information into the Excel document.
- The report is then again checked one last time to make sure end-users are still an existing member of Sourcewell. At this time the member’s name, address and member numbers are also check for accuracy.
- When all final checks are completed, the report is sent via email to Sourcewell.
- The admin fee and letter is then to Sourcewell.
*
64 Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor’s sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member’s cost of goods. (See the RFP and template Contract for additional details.)
KI and its Subsidiaries would like to propose a 1%
administrative fee calculated as a percentage of the contract sale price and to be payable to Sourcewell for facilitation and promotion of the contract opportunity. *
Table 14: Industry Specific Questions
Line
Item Question Response *
65 If you are awarded a contract, provide
examples of internal metrics that will be
tracked to measure whether you are
having success with the contract.

Most important is the feedback from the customer. KI has taken on a major initiative in enhancing the customer experience. Through our continuous improvement of corporate processes and policy to our internal customer service training and our customer surveys KI believes that the customer’s needs will continue to change, and KI must adapt with it. Every survey score is reviewed and any score that is low is flagged and a personal call is made by our leadership team to assist in improving the experience and learning what steps need to be taken to make this the exception. *
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 66 Describe any industry testing procedures,
quality controls and certifications that apply
to the products proposed.

Commitment to Quality Everyone at KI – from the sales representative out in the field to key part of the equation.

To ensure our customers throughout the world feel assured that our products and services will meet their diverse quality requirements, we practice several quality performance measurements, including ISO 9001 certification, Six Sigma methodology, Kaizen processes and high ethical standards. We also incorporate environmental health and safety programs to ensure our business protects the health and safety of our employees, customers, vendors, communities and environment.

KI’s BIFMA Testing Lab certified Sourcewell can assure its members of the finest products by insisting that vendors meet acceptable quality standards. Those acceptable standards in the contract furniture industry are ANSI/BIFMA standards that test for stability, strength, durability and load. We qualify KI products to the applicable ANSI/BIFMA and UL test standards through independent and internal testing. KI is ISO 9001 registered, houses a state-of-the art and accredited laboratory testing facility with accurate equipment and fully trained personnel. *Copies of specific KI product test results are available upon request as required for product specifications, etc.*
Our customers’ appraisals of our performance, specifically quality, is of utmost importance to us.

Please find the attachment titled BIFMA Testing for your review. 67 Describe your ability and plan to address
member needs for collaborative space or
open concept solutions and how your
proposed products factor in to them.

FURNISHING KNOWLEDGE THROUGH DESIGN
Design shapes how we see ourselves, drives emotion and ensures safety. Our approach to design uses platforms of simplicity, universality and connectivity. Through human-centered design, we create compelling environments by aligning culture, brand and functional objectives. The ideas behind this approach include adaptive design, increased user control, higher levels of engagement and a balance between the basic work styles (Focus, Interaction, Ideation and Regenerative) and behavioral needs of users.

Whether you're furnishing a school, workplace, healthcare center or government facility, each space presents its own nuances and challenges. At KI, we've spent decades learning about each of these core markets. We apply that knowledge to designing furniture that meets each market's specific requirements for aesthetics, durability, functionality, flexibility and technology integration. We invite you to experience how we can collaborate to meet your furniture needs.

We can help you design campus and learning spaces that support a variety of engaging activities and reflect the growing importance of innovation, collaboration and creativity as found in professional environments.

KI will work with Sourcewell members through brainstorming and collaborative activities to uncover key insights for their specific projects.

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. 68 Describe your design resources to develop
or enhance culture, change management
and integrated technology needs.

Infinity from KI At KI, we are uniquely positioned to bring your vision to life through our totally from scratch.

Infinity from KI is a tried-and-true way for the KI team to engage with you to design and build the furniture you want and need -- personalized for your brand, your employees, your space.

Inspiration can come from anywhere. Perhaps you like a standard KI product but you want to change a feature that we may not consider "standard" for that product. That's okay; we can do it! Or, perhaps you want to change everything about the product and create a totally new product. We can do that, too.

See It Spec It See It Spec It allows you to view different fabrics, finishes and options on select products. With the click of a button, change the fabrics and finishes on select seating, tables, desking, benching, panel systems, storage and accessories.

CAD/Revit Symbols Our CAD and Revit symbol library will quickly and accurately provide you with the product information you need to specify your project.

Browse our 2D and 3D planning symbols available in DWG (CAD) or RFA (Revit) formats, compatible with a variety of planning and visualization software platforms.

Learn more about our additional technologies, Encompass, 20/20 Technologies and Project Matrix.

Images Browse, download and share images of KI furniture in myriad styles and applications.

Surface Materials: Fabrics & Finishes Browse standard fabric and finish offerings and view specifications, colorways and product approvals. 69 Describe your ability to evaluate and
enhance the utilization or return on
investment for design alternatives utilizing
your products.

KI has evolved over it’s time to not just look at what products we can provide to an end user, but to act as visionaries, to see and understand what the Customer needs. Our design and development team is active among the Architectural and Design firms trying to get an understanding of what our customer in every market is looking for. Over time the way people work changes, and in some cases, history tends to repeat itself and a customer’s needs can go full circle. That has never been more apparent than in todays markets and it is importance to stay ahead of those needs.

By listening and networking within the core markets, our teams can assist in creating p efficiencies and certainly does not sacrifice its quality. We may have started out provid 70 Describe how your products are integrated
or factor into a LEED certified facility.

Environmental Overview
LEED Programs
RECYCLED CONTENT (1-2 Points)
All KI products contain varying percentages of recycled content based on the material, product, and any specific or variable requirements.

REGIONAL MATERIALS (1-4 Points)
Manufactured within 500 miles of the project location. Manufactured: Six manufacturing lo depending on product. Raw materials: As a just in time manufacturer, material selection project locations will vary.

CONSTRUCTION WASTE MANAGEMENT (1-2 Points)
Packaging Material
- All corrugate, plastic wrap, metal or plastic binding is recyclable. - Packaging options help to support LEED NC & CI – MR 2.1 and MR

2.2 Construction Waste
Management or LEED EB - MR Prerequisite 1.1 Source Reduction and Waste Management.
- KI can assist in creating an onsite recycling program with the General Contractor.

LOW EMITTING MATERIALS (1-2 Points)
SCS Indoor Advantage™ Gold
Certificate can be found at: www.scsglobalservices.org
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc. - Qualifies for LEED low-emitting materials credits, complies with ANSI/BIFMA X7.1/M7.1,
meets CA 01350.

CERTIFIED WOOD (1 Point)
Forest Stewardship Council (FSC) Certified FSC Chain of Custody verification @ www.fsc.org
- Available by “special request” on wood options
DAYLIGHT AND VIEWS: Daylighting (1-2 Points) Maximize interior daylighting strategies
- Movable Walls and Systems with glass options
HEALTH PRODUCT DECLARATIONS (HPD) (1 Point)
- Health Product Declaration (HPDs) provide a full disclosure of the potential chemicals of concern in products by comparing product ingredients to a wide variety of “hazard” lists published by government authorities and scientific associations. - KI continues to add products to this list as we receive supplier information.

LIFE CYCLE ASSESSMENT (LCA)/ENVIRONMENTAL PRODUCT DECLARATION (EPD)
(1 Point)
- LCA/EPD is a technique to assess the environmental aspects and potential impacts associated with a product.
- Our goal is complete at least one LCA/EPD a year due to the time needed and the costs involved in gathering and creating documentation. - KI continues to add products to this list as we receive supplier information.

RE-USE/RECYCLING (1 Point)
- KI selects materials that can be recycled at the end of a product’s use and designs its products so that it can be easily disassembled and separated for local recycling facilities.
- Disassembly Instructions can be found online or by request. - We have resources and a National Program that will assist or remove product and either donate to a non-profit or recycle the product to eliminate it from the landfill.

FACTS® CERTIFICAITON
- The Facts certification mark is owned by the Association for Contract Textiles, Inc. (ACT)
- A Facts sustainability rating indicates a textile has been evaluated for environmental, economic and social aspects across its life cycle.
- Pallas currently has over 35 sku’s that have been awarded this certification.

LEED Other Credits: (1-4 Points)
- Environmentally preferable interior finishes and furnishings, allows project teams to ea an Innovation point for purchasing products certified under ANSI/BIFMA e3 Furniture Sustainability Standard.
- Enhanced Acoustical Performance: Design to meet STC Rating and reducing external and internal noise transmissions/
- Innovation Credits: o Pilot Credit 44: Ergonomic Strategy; Identify activities and ben equipment, and education.
o Design for Flexibility
o Regional Materials
71 Describe your approach to serving
members in state/local Government,
education, non-profit, and how you will
grow those markets using your products
and the Sourcewell contract.

KI and its subsidiaries have been successful in continuing to grow our market share since the beginning of our relationship with Sourcewell in 2008. We believe that our values and passion to support the customer are strongly aligned. Both Sourcewell and KI value the relationships with the customer and continue to better understand how to support the Government and Educational sectors. KI has strong leadership and strive to provide training to our representatives regarding the importance of these aligned goals. In turn we understand the importance of being able to satisfy the customer’s desire to work with specific local dealers/ contractors/ installers that other manufacturers who must utilize franchise dealers cannot. The advantage this presents is customer comfort, the ability to work with who they are comfortable with. Our goal is to continue to partner with other Sourcewell contract holders to promote KI product and the Sourcewell portfolio of contracts, for the betterment of its members.

Our growth and success in these markets will continue to grow by instilling these values and offering this effortless experience to the Sourcewell members and any customer looking for a furniture solution.

DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Table 15: Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

Documents
Ensure your submission document(s) conforms to the following:

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as “Marketing Plan.” Financial Strength and Stability - 10. Financials strength and stability.pdf - Monday December 16, 2019 17:07:33 Marketing Plan/Samples - 32. Marketing - Sourcewell---KI-Contract-Overview.pdf - Monday December 16, 2019 17:08:01 WMBE/MBE/SBE or Related Certificates - 40. Minority (MWBE) Subcontracting Plan-2019.pdf - Monday December 16, 2019 17:08:10
Warranty Information - 43. Terms-Conditions-Rights-and-Warranties.pdf - Monday December 16, 2019 17:08:21 Pricing - 62.Pricing Sourcewell Discount Matrix.xls - Wednesday December 18, 2019 10:37:45 Additional Document - Additional Documents.pdf - Monday December 16, 2019 17:20:07 DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2
Bid Number: RFP 121919 Vendor Name: Krueger International, Inc.

Proposers Assurance of Comp

PROPOSER ASSURANCE OF COMPLIANCE
PROPOSER’S AFFIDAVIT
The undersigned, authorized representative of the entity submitting the foregoing proposal (the “Proposer”), swears that the following statements are true to the best of his or her knowledge.

1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell member agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract.

2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP.

3. The contents of the Proposer's proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the proposals.

4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer’s Proposal.

5. The Proposer will, if awarded a Contract, provide to Sourcewell Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation.

6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract.

7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.

8. The Proposer understands that Sourcewell will reject RFP proposals that are marked “confidential” (or “nonpublic,” etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a “trade secret,” and thus nonpublic data under Minnesota’s Data Practices Act.

The Proposer understands that it is the Proposer’s duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation.

By checking this box I acknowledge that I am bound by the terms of the Proposer’s Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Guy Patske, Assistant Secretary , Krueger International, Inc.

The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid.

Yes No
DocuSign Envelope ID: 4189301F-6CF6-4333-8DFB-7ED64F6697AE Attachment 2

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

CONSENT AGENDA
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Emily Garay, Administrative Analyst
APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Resolution 2023-019 authorizing the City Administrator to execute Amendment No. 4 to the Agreement with Peninsula Messenger Service for mail delivery for a not-toexceed increase of One Hundred Seven Thousand Seven Hundred and Thirty Dollars ($107,730.00) for the term of January 1, 2023 to June 30, 2024 RECOMMENDATION:

Adopt Resolution 2023-019 authorizing the City Administrator to execute Amendment No. 4 to the Agreement with Peninsula Messenger Service for mail delivery for a not-to-exceed increase of One Hundred Seven Thousand Seven Hundred and Thirty Dollars ($107,730.00) for the term of January 1, 2023 to June 30, 2024.

BACKGROUND/SUMMARY:

The City of Carmel-by-the-Sea does not have house numbers. Nor does the community support the use of group or clustered mailboxes. Therefore, the use of post office boxes is an alternative to the United States Postal Service delivering mail directly to residential homes. The City contracts with a courier service, Peninsula Messenger Service, and pays for residential home mail delivery services for residents upon request.

On January 5, 2021, Council authorized the City Administrator to execute Amendment No. 3 to the Agreement with Peninsula Messenger Service to extend the term of the contract through December 31, 2022. In addition, Amendment No. 3 established a sliding fee scale for service based upon the number of post office boxes enrolled within the program. The purpose of this agenda item is to (1) extend the term of the Agreement through June 30, 2024 and (2) increase the not-to-exceed amount of the Agreement by One Hundred Seven Thousand Seven Hundred and Thirty Dollars ($107,730.00).

Peninsula Messenger Service has set fixed costs of operating, such as employees, vans, insurance, and post office box fees, a certain volume of accounts is required to provide this service. The number of post office box accounts from the period of July 2022 to January 2023 ranged from a low of 93 to a high of 96 with an average of 95 accounts. Peninsula Messenger Service has proposed a minimum of 25 accounts and the following fees as shown in Table 1, Proposed Fee Schedule.

Table 1: Proposed Fee Schedule
Number of Customers/Accounts Monthly Fee
40 or less $172.00
41-50 $135.00
51-65 $102.00
66-78 $ 88.00
79-98 $ 63.00
99-113 $ 52.00
114 or more $ 49.00
FISCAL IMPACT:

The not-to-exceed contract authorization for the Agreement and the subsequent three amendments totals Three Hundred Twenty-Four Thousand Two Hundred Dollars and covered the term of January 1, 2019 to December 31, 2022. The fourth amendment is for the term of January 1, 2023 to June 30, 2024 for a notto-exceed amount of One Hundred Seven Thousand Seven Hundred and Thirty Dollars ($107,730.00).

The not-to-exceed amount includes up to Thirty-Five Thousand Nine Hundred and Ten Dollars ($35,910.00) for January 1, 2023 to June 30, 2023 and Seventy-One Thousand Eight Hundred and Twenty Dollars ($71,820.00) for July 1, 2023 to June 30, 2024. Upon approval of the fourth amendment, the total amount of the Agreement is Four Hundred Thirty-One Thousand Nine Hundred and Thirty Dollars ($431,930.00) for the term of January 1, 2019 to June 30, 2024.

The Fiscal Year 2022-2023 Adopted Budget includes Seventy-Eight Thousand Seven Hundred and Twenty Dollars ($78,720.00) for this service. The percentage of accounts that will be determined to be eligible based on the program criteria is unknown at this time.

PRIOR CITY COUNCIL ACTION:

1. On January 8, 2019, the City Council adopted Resolution 2019-003 to approve an agreement with Peninsula Messenger Service for mail delivery for the term of January 1, 2019 to December 31, 2019 for a not-to-exceed amount of Seventy Thousand Two Hundred Dollars ($70,200.00) (“Agreement”).

2. On January 7, 2020, the City Council adopted Resolution 2020-005 pertaining to the first amendment to the Agreement to (1) extend the term through December 31, 2021, (2) approve a rate increase from $39 to $41 per post office box and (3) increase the not-to-exceed amount by Seventy-Two Thousand Dollars ($72,000.00).

3. On January 5, 2021, the City Council authorized the second amendment to the Agreement by adopting Resolution 2021-003, which extended the term through June 30, 2021 and increased the contract amount by an additional Fifty-Eight Thousand Dollars ($58,000.00).

4. On July 7, 2021, the City Council authorized the third amendment to the Agreement by adopting Resolution No. 2021-035, which extended the term of the Agreement through December 31, 2022 and increased the contract amount by an additional One Hundred and Twenty-Two Thousand Dollars ($122,000.00).

ATTACHMENTS:

Attachment 1) Resolution 2023-019
Attachment 2) Peninsula Messenger Service Amendment No. 4

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2023-19

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE AMENDMENT NO. 4 TO THE

MAIL DELIVERY AGREEMENT WITH PENINSULA MESSENGER SERVICE FOR A TOTAL

NOT-TO-EXCEED FEE INCREASE OF ONE HUNDRED SEVEN THOUSAND SEVEN HUNDRED AND THIRTY DOLLARS ($107,730.00) FOR THE TERM OF JANUARY 1, 2023 TO JUNE 30, 2024
WHEREAS, the United States Postal Service (USPS) typically delivers residential mail to homes in areas in which house numbers have been assigned, and, in areas in which no house numbers have been assigned, the USPS will deliver residential mail to a centralized location; and WHEREAS, as the City of Carmel-by-the-Sea does not have house numbering, the USPS provides mail delivery service to residents through post office boxes at the post office located on 5th Avenue between San Carlos Street and Dolores Street; and WHEREAS, the City currently contracts with a courier service, Peninsula Messenger Service, and pays for mail delivery service on behalf of residents; and WHEREAS, Council approved the current agreement with Peninsula Messenger Services by adopting Resolution 2019-003 on January 8, 2019 and authorized Amendment No. 1 on January 7, 2020 (Resolution 2020-005), Amendment No. 2 on January 5, 2021 (Resolution 2021- 003), and Amendment No. 3 on July 7, 2021 (Resolution 2021-035) ; and WHEREAS, Amendment No. 3 expires on December 31, 2022 and the City wishes to continue service with Peninsula Messenger Service while the City implements changes to the home mail delivery program; and
WHEREAS, Carmel Municipal Code Section 3.12.140H allows for the dispensation of the bid process when “reasonably necessary for the preservation or protection of public peace, health, safety or welfare of persons and property”; and
WHEREAS, the City wishes to dispense with the bid process at this time to allow for continuity of service and to determine the number of account holders and whether the program is cost effective to continue in the future once program modifications are implemented.

NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMELBY-THE-SEA DOES HEREBY:

Authorize the City Administrator to execute Amendment No. 4 to the Mail Delivery Agreement with Peninsula Messenger Services to increase the contract by an amount notto-exceed One Hundred Seven Thousand Seven Hundred and Thirty Dollars ($107,730.00) and extend the term of the contract from January 1, 2023 to June 30, 2024.

The not-to-exceed amount includes up to Thirty-Five Thousand Nine Hundred and Ten Dollars ($35,910.00) for January 1, 2023 to June 30, 2023 and up to Seventy-One Thousand Eight Hundred and Twenty Dollars ($71,820.00) for July 1, 2023 to June 30, 2024. The amount of the total agreement from January 1, 2019 to June 30, 2024 is an Attachment 1
amount not to exceed Four Hundred Thirty-One Thousand Nine Hundred and Thirty Dollars ($431,930.00).

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMELBY­THE-SEA this 7th day of February, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED: ATTEST:
_____________________________ ______________________________ Dave Potter, Nova Romero, MMC
Mayor City Clerk
Attachment 1

FOURTH AMENDMENT TO AGREEMENT
Agreement #: ADM-PMS-68-18-19
THIS FOURTH AMENDMENT TO AGREEMENT (“Amendment”) made and entered into as of this ____ day of February, 2023, amends the Agreement heretofore entered into between the CITY OF CARMEL-BY-THESEA, a municipal corporation, hereinafter referred to as “CITY”, and PENINSULA MESSENGER SERVICE, LLC, hereinafter called “CONSULTANT”.

RECITALS
WHEREAS, the CITY and CONSULTANT entered into an Agreement (ADM-PMS-68-18-19) for a not-toexceed amount of Seventy Thousand Two Hundred Dollars ($70,200.00) on January 18, 2019 for mail delivery services; and
WHEREAS, the CITY and CONSULTANT entered into the First Amendment to this Agreement on January 14, 2020 to extend the term of the Agreement through December 31, 2021 and increase the not-to-exceed amount by Seventy-Two Thousand Dollars ($72,000.00) for mail delivery services; and WHEREAS, the CITY and CONSULTANT entered into the Second Amendment to this Agreement on January 21, 2021 to extend the term of the Agreement through June 30, 2021 and increase the not-to-exceed amount by Fifty-Eight Thousand Dollars ($58,000.00) for mail delivery services; and WHEREAS, the CITY and CONSULTANT entered into the Third Amendment to this Agreement on July 8, 2021 to extend the term of the Agreement through December 31, 2022 and increase the not-to-exceed amount by One Hundred and Twenty-Two Thousand Dollars ($122,000.00) for mail delivery services; and WHEREAS, the CITY and CONSULTANT wish to extend the term of the Agreement to June 30, 2024 and increase the not-to-exceed amount by One Hundred Seven Thousand Seven Hundred and Thirty Dollars ($107,730.00).

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals, which recitals are contractual in nature, the mutual premises herein contained, and for other good and valuable consideration hereby acknowledge, the parties agree that the aforesaid Agreement be amended as follows:

1. CONSULTANT shall provide on-site mail delivery services for the terms of January 1, 2023 through June 30, 2024, unless sooner terminated by the City in writing pursuant to the terms of the Agreement.

2. The CITY may, at its option and sole discretion, terminate this Agreement, in whole or in part, with or without cause, at any time during the Agreement Term for the convenience of the CITY, upon ten (10) days written notice to the CONSULTANT.

3. CONSULTANT shall invoice on a monthly basis. The CITY has an average of 95 accounts per month.

As of January 1 , 2023, the monthly fee will be based upon the number of post office box accounts based upon the following sliding fee scale:

Attachment 2
Peninsula Messenger Service Sliding Fee Scale

4. CONSULTANT’S sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall not exceed amount of One Hundred and Seven Thousand Dollars ($107,000.00). Said amount shall include up to Thirty-Five Thousand Nine Hundred and Ten Dollars ($35,910.00) for January 1, 2023 to June 30, 2023 and Seventy-One Thousand Eight Hundred and Twenty Dollars ($71,820.00) for July 1, 2023 to June 30, 2024. The total for the Agreement and all subsequent amendments, including the Fourth Amendment, shall be Four Hundred Thirty-One Thousand Nine Hundred and Thirty Dollars ($431,930.00).

5. Except as set forth in this Amendment, the Agreement is unaffected and will continue in full force and effect in accordance with its terms. If there is conflict between this amendment and the Agreement or any earlier amendments the terms of this amendment will prevail.

6. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Amendment and to bind the parties to the performance of its obligations.

7. This Amendment may be executed in counterparts, each of which will be deemed an original, and all of which, when taken together, constitute one and the same instrument. The Amendment will be considered executed when the signature of a party is delivered by facsimile or other electronic transmission. Such facsimile or other electronic signature will have the same effect as an original signature.

8. If any term, condition, or covenant of this Amendment is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Amendment will not be affected and the Amendment will be read and construed without the invalid, void, or unenforceable provision.

CONSULTANT:

By: _____________________________ Date: ______________________

CITY:

By: _____________________________ Date: _____________________ Chip Rerig, City Administrator
ATTEST:

By: _____________________________ Date: ______________________ Nova Romero, MMC, City Clerk
Number of Customers/Accounts Monthly Fee Per Post Office Box 40 or less $172.00
41-50 $135.00
51-65 $102.00
66-78 $ 88.00
79-98 $ 63.00
99-113 $ 52.00
114 or more $ 49.00
Attachment 2

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

CONSENT AGENDA
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Emily Garay, Administrative Analyst
APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Resolution 2023-020 authorizing the City Administrator to execute Amendment No. 3 to a Professional Services Agreement with Municipal Resource Group, LLC (MRG) for a new not-to-exceed amount of One Hundred Nineteen Thousand Five Hundred and Fifty Dollars ($119,550.00) and modify the scope of work, therein, by requiring additional services
RECOMMENDATION:

Adopt Resolution 2023-020 authorizing the City Administrator to execute Amendment No. 3 to a Professional Services Agreement with Municipal Resource Group, LLC (MRG) for a new not-to-exceed amount of One Hundred Nineteen Thousand Five Hundred and Fifty Dollars ($119,550.00) and modify the scope of work, therein, by requiring additional services.

BACKGROUND/SUMMARY:

The City utilizes a variety of consultants to assist and facilitate the development of complex projects impacting the quality of life within the City, especially with projects that require significant experience and expertise scoping fundamental processes. The City Administrator has entered into an agreement and City Council has approved the following amendments:

On May 24, 2022 for a not-to-exceed cost of Fifteen Thousand Dollars ($15,000.00) for a Public Works Assessment with an end date of June 30, 2023.

On July 13, 2022, City Council approved Resolution 2022-056 authorizing the City Administrator to execute Amendment No.1 for additional project development services from MRG for the initial planning of a parking management program and initial data gathering and recommendations for an ambulance consolidation project. Amendment No.1 increased the not-to-exceed amount to ThirtyNine Thousand Nine Hundred and Seventy-Five Dollars ($39,975.00).

On September 13, 2022, City Council approved Resolution 2022-079 authorizing the City Administrator to execute Amendment No.2 to the existing Agreement increasing the not-to-exceed amount to Forty-Six Thousand and Fifty Dollars ($46,050.00) with an end date of June 30, 2023 to provide facilitation for the City Administrator’s annual evaluation process.

On October 4, 2022, City Council received a presentation on the history and impacts of traffic congestion and parking in the City. City Council provided direction to move forward with recommendations on the next steps for exploration of a traffic congestion reduction and parking management program to begin after the new City Council was seated.

Staff conducted a review of Statements of Qualifications (SOQ’s) submitted to the City and identified three (3) professional consulting services with expertise and specialized services pertaining to the development of traffic congestion reduction and parking management programs, public engagement processes, and plan development. Taking into account: expertise, familiarity with the geographical area and history of traffic and parking management programs in the City, hourly billing rates, and demonstrated ability to carry out the specialized needs of the City in exploring and implementing a public engagement and traffic congestion reduction and parking management program, staff identified MRG as the most qualified to carry out the specialized needs of the City in developing and implementing a traffic congestion reduction and parking management program including a public engagement plan. The additional consulting services by MRG will increase the agreement by Seventy-Three Thousand Five Hundred Dollars ($73,500.00) and the not-toexceed amount to One Hundred Nineteen Thousand Five Hundred and Fifty Dollars ($119,550.00).

According to the Carmel-by-the-Sea Municipal Code, contracts exceeding Twenty-Four Thousand Nine Hundred and Ninety-Nine Dollars ($24,999.000) shall be entered into only by Council authorization.

FISCAL IMPACT:

The additional $73,500 funds will be requested during the FY 22/23 mid-year presentation to cover the costs.

PRIOR CITY COUNCIL ACTION:

ATTACHMENTS:

Attachment 1) Resolution 2023-020
Attachment 2) Amendment No. 3 - MRG

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2023-20

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE AMENDMENT NO. 3 TO THE

PROFESSIONAL SERVICES AGREEMENT WITH MUNICIPAL RESOURCE GROUP, LLC

FOR CONSULTING SERVICES FOR A NOT-TO-EXCEED AMOUNT OF ONE HUNDRED NINETEEN THOUSAND FIVE HUNDRED AND FIFTY DOLLARS ($119,550.00) WHEREAS, on May 24, 2022 the City Administrator entered into a Professional Services Agreement with Municipal Resource Group, LLC, for project development consulting services in the amount of Fifteen Thousand Dollars ($15,000.00) for a Public Works Assessment; and WHEREAS, due to the scope and complexity of the additional consulting services of developing an initial business district parking program for review and initial data gathering and recommendation for an ambulance consolidation project, the City Administrator authorized Amendment No.1 to increase the not-to-exceed amount to Thirty-Nine Thousand Nine Hundred and Seventy-Five Dollars ($39,975.00) and extend the contract term through June 30, 2023; and WHEREAS, the City Council conducts an annual review and evaluation of the City Administrator; the City required the continued consulting services of Municipal Resource Group, LLC for its expertise in facilitating evaluation processes of Council-appointed positions, the City Administrator authorized Amendment No.2 to increase the not-to-exceed amount to Forty-Six Thousand and Fifty Dollars ($46,050.00) ; and
WHEREAS, additional professional consulting services are necessary to develop and implement a public engagement plan, traffic congestion reduction and parking management program, and the drafting of any City municipal code changes necessary for such a program; and WHEREAS, staff conducted a review of Statements of Qualifications (SOQ’s) submitted to the City and identified three (3) professional consulting services with expertise and specialized services pertaining to the development of traffic congestion reduction and parking management programs and public engagement processes and plans for such programs; and WHEREAS, staff reviewed the SOQ’s, taking into account: expertise, familiarity with the geographical area and history of parking management programs in the City, hourly billing rates, and demonstrated ability to carry out the specialized needs of the City in exploring and implementing a public engagement and traffic congestion reduction and parking management program; and
WHEREAS, with attention to the factors listed above, the City identified Municipal Resource Group, LLC as the most qualified to carry out the specialized needs of the City in developing and implementing a public engagement plan and traffic congestion reduction and parking management program in the amount of Seventy-Three Thousand Five Hundred Dollars ($73,500.00); and
WHEREAS, the funding beyond the original Professional Services Agreement and subsequent Amendment No.1 and Amendment No.2 will be exceeded for continued services; and Attachment 1
Resolution 2023-20

WHEREAS, the Carmel-by-the-Sea Municipal Code requires contracts exceeding TwentyFour Thousand Nine Hundred and Ninety-Nine Dollars ($24,999.00) to be entered into only by Council authorization.

NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMELBY-THE-SEA DOES HEREBY:

Authorize the City Administrator to execute Amendment No.3 to the Professional Services Agreement with Municipal Resource Group, LLC, for a not-to-exceed amount of One Hundred Nineteen Thousand Five Hundred and Fifty Dollars ($119,550.00).

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 7th day of February 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED: ATTEST:
____________________________ ________________________________ Dave Potter, Mayor Nova Romero, MMC, City Clerk
Attachment 1
AMENDMENT NO. 3
AGREEMENT NUMBER 95-21-22
Project Consulting Services – Traffic Congestion Reduction and Parking Management Program

1. This amendment (the “Amendment”) is made by City of Carmel-by-the-Sea and Municipal Resource Group, LLC (“Consultant”), parties to agreement 95-21-22 (the “Agreement”) executed on May 24, 2022.

2. The Agreement is amended as follows:
a. Section 1.A (Scope of Services) is amended and restated as follows:

Consultant agrees to provide to the City, as the scope of services (“Scope of Services”) under this Agreement, the following: Public Works Organization Assessment and individual or group coaching, division training and/or conflict resolution and relationship building; project development services for the initial planning of a business district parking management program, develop public engagement plan for traffic congestion reduction and parking management program, implement a public engagement plan, present findings of public engagement plan to City Council, and draft any necessary City Municipal Code changes necessary for a traffic congestion reduction and parking management program; and services for initial data gathering and recommendations for ambulance consolidation project; and facilitation of Council’s evaluation process for the City Administrator’s annual evaluation. The Scope of Services is attached hereto as “EXHIBIT A.3”. The Scope of Services under this Agreement should include but not limited to, a project description, project phases, task descriptions, identification of key personnel, identification of subconsultants, their key personnel and general description of services that will be performed, as further set forth in this Agreement and attachments hereto.
b. Section 2.A (Compensation) of the Agreement is amended and restated as follows:

Subject to any limitations set forth in this Agreement, the City agrees to pay and Consultant agrees to accept full as full and fair consideration for the performance of this Agreement, hourly fees as set forth in Consultant’s Compensation & Fee Schedule (“EXHIBIT B.3”), in a total amount not-to-exceed One Hundred Nineteen Thousand Five Hundred and Fifty Dollars ($119,550.00). Such compensation is the “Maximum Authorized Expenditure” under this Agreement. The Fee Schedule includes, but is not limited to, fees for each phase and task, not-to-exceed total fee, hourly rates, reimbursable rates and subconsultant mark-up rates.

The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budget amount. Payment of any compensation to Consultant is contingent upon performance of the terms and conditions of this Agreement to the satisfaction of the City. If the City determines that the services set forth in the written invoice have not performed in accordance with the terms of this Agreement, the City is not responsible for payment until the services have been satisfactorily performed.

3. Except as set forth in this Amendment, the Agreements is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this Amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.

Attachment 2

4. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Amendment and to bind the parties to the performance of its obligations.

5. This Amendment may be executed in counterparts, each of which will be deemed an original, and all of which, when taken together, constitute one and the same instrument. The Amendment will be considered executed when the signature of a party is delivered by facsimile or other electronic transmission. Such facsimile or other electronic signature will have the same effect as an original signature.

6. If any term, condition, or covenant of this Amendment is declared or determined by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Amendment will not be affected and the Amendment will be read and construed without the invalid, void, or unenforceable provision.

CONSULTANT:

By: _____________________________ Date: ______________________

CITY:

By: _____________________________ Date: _____________________ Chip Rerig, City Administrator
ATTEST:

By: _____________________________ Date: ______________________ Nova Romero, MMC, City Clerk
Attachment 2

SCOPE OF WORK
The objective of this scope of work is to transition the Council’s priority for traffic and parking concerns to an action item scheduled for presentation in late spring 2023.

Phase 1: Pre-Public Engagement
(Dec 2022-Jan 2023) - 101 hours

1. Design informational brochure and draft letter (for Mayor or City Administrator review) for public mailing to every Carmel residence and business. Letter asking for the public’s involvement and input. Brochure to include:
a. public meeting options
b. info about web portal
c. mention of free residential options
d. technology options to avoid kiosks
e. Reasons to consider having a traffic congestion/parking management program

2. “Coordinate and schedule” meeting spaces for public meetings (Carpenter Hall) and Farmer’s Market.

3. Develop/print 1) written agendas, 2) PPT presentations, and 3) all supporting materials (handouts) for public-facing meetings/events.

4. If technically available from Carmel’s Parking Management Vendor (T2), arrange for “customer experience” cell phone transaction demo account (T2 Mobile Pay) This will allow sampling by the public to occur in the public meetings or during the farmers’ market events.

This includes MRG input to T2 on design elements. Also, MRG to prepare an instructional/demo video of this process for linkage to the web portal (if T2 indicates this is not easily accomplished, MRG hours will not be needed).

5. With City staff, MRG to coordinate the development of various concept maps for web, presentations, and meetings (Prepared by City Staff with input from MRG—includes printing on the City’s plotter for larger maps used in meetings or farmer’s market) This includes the following map concepts—optimally, an on-line “master map” experience should include added detail upon “zoom-in” and reduced detail as “zoom out”:
a. employee parking
b. parking areas where payment may be required
c. concepts for kiosk placement (if any)
d. free parking options
e. surface lots and on-street parking space counts
f. conceptual permit parking/time restricted “buffer” areas

6. With City staff, develop/design web portal (deployed by City Staff with source/raw source data from MRG as needed)
a. Historical information (both Walker Reports)
b. Add all brochure information (but in web format)
c. Public meeting invitation/information
d. Various technology links
e. All conceptual maps
f. Financial impact section

1. Possible uses for funds: a) bike lanes, b) walking path improvements, c) existing unfunded capital projects, d) downtown master plan, e) future parking structure (if needed), f) other future need

2. Revenue projection example (718 spaces)
g. Video recordings of all previous public meetings (starting with CC meeting of 10/4/22) —(video and recording equipment for meetings provided/set-up by City Staff) h. Q and A blog (monitored and routine responses from MRG during engagement period) EXHIBIT A.3
Attachment 2
Phase 2: Public Engagement
(Jan-Apr, 2023) - 164 Hours

TYPE/STEPS DESCRIPTION
Community Info Mailing
(0 hours, Note: completed at phase 1)
Direct mail, one per residence (mailing completed by City staff) Designed to convey draft program Info
Communicates public meeting schedule
Brochure-style Informational Document Included
Farmers Market Booth (x2)
(Note: attendance, prepare for each
meeting, and note/summarize results)
Table with Handouts and Display (10am-2pm)
Brochure, Kiosk Demo, Pay-by-Phone Info, staff present
Web portal - (While designed in phase
1, at this stage: MRG to actively
monitor/respond, and arrange for
adding new details/materials during
entire engagement period.

Additionally, log results and summarize
for later reports)
Hub for Parking Info as Meetings Occur and Program Unfolds Meeting Schedule/Agenda
Reports/Data
Maps/parking space counts
Proposed kiosk locations (if any)
Technology Connections (vendor videos)
Meeting(s) with Business groups
1-Conjoining a Roundtable Meeting
2-Joint Restaurant/Inn-keepers
(Note: attendance, prepare for each
meeting, and note/summarize results
for later reports)
90 Minute Program (Pre-meeting welcome, sign-in)
5 Minute Intro/agenda
30 Min Power Point
10 Min Show/Tell at Kiosk Sample
10 Min Map Review of Possible Parking Zones/Employee Parking 25 Min Q & A
10 Min parking Information Portal Demo
Four face-to-face
community meetings
Location: Carpenter Hall
Timeline: Two per week
(Note: attendance, prepare for each
meeting, and note/summarize results
for later reports)
90 Minute Program
(Pre-meeting welcome, sign-in, distribute question forms) 5 Minute Intro/agenda/encourage questions (in writing)
30 Minute Power Point
10 Minute Break:
(1) Gather Questions/Review
(2) Show/Tell at Kiosk Sample
(3) Map of Proposed Parking Zones
20 Minute Verbal Responses to Pre-Loaded Questions
10 Minute Parking Information Portal Demo
Council Parking
Program Workshop
Location: Carpenter Hall
(Note: Includes attendance and
preparation, but also to assemble
materials, collapsing all information
from engagement for dissemination,
and coordinating such materials with
the City Administrator)
2 ½ Hour Program
30 Min Staff Power Point (community input review)
5 Min Show/Tell w/Kiosk Sample
5 Min Demo of Pay-by-phone process
10 Min Map Review Parking Zones/Employee Parking
10 Min parking Information Portal Demo
10 Min Break
50 Min public input
30 Min City Council Discussion (and consensus building for staff) EXHIBIT A.3
Attachment 2
Phase 3: Development of Action Items for City Council
(Apr/May, 2023) - 55 Hours

1. Building on potential consensus from City Council’s Workshop at the conclusion of Phase 2, prepare a draft staff report to establish City Code for the City Administrator/City Attorney to review, edit, and amend.

2. Consult and assist the City Attorney in crafting new City Code for the above staff report (if needed).

3. Prepare a presentation for City Council, summarizing all materials from public engagement period (summarizing/presenting materials from draft staff report). *** NOTE: This does not include implementation-oriented action by Council, which would be expected to follow a decision to establish a parking management program. Presumably, if the Council approves a program, it would be scheduled at a future date, allowing time for staff to organize infrastructure procurement and deployment. ***
EXHIBIT A.3
Attachment 2

MRG FEESS
The estimate for the project as scoped is $73,500 which includes 320 hours of consulting services and $1,500 in travel and project-related expenses.

Expenses may include but are not limited to project supplies, printing of materials, fees, mileage reimbursement at current IRS rates, document production, and parking, etc. All costs and expenses will be invoiced at MRG’s cost.

Additional work not contemplated in this proposal will be billed at $225 per hour and will begin only after agreed upon between the City and MRG.

EXHIBIT B.3
Attachment 2

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

CONSENT AGENDA
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Chip Rerig, City Administrator
APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Resolution 2022-021 adopting the City of Carmel-by-the-Sea At-Will (Unrepresented) Classification Salary Plan in accordance with Municipal Code

2.52.520 as of January 1, 2023
RECOMMENDATION:

Adopt Resolution 2022-021 adopting the City of Carmel-by-the-Sea At-Will (Unrepresented) Classification Salary Plan in accordance with Municipal Code 2.52.520 as of January 1, 2023.

BACKGROUND/SUMMARY:

At the end of December 2021, staff presented to City Council Resolution No. 2021-077 to update the Management Pay Schedule / Salary Schedule to bring salaries up-to-date after 15 years to deal with compaction and to aid in the ability to attract and retain employees. During this meeting, City Council provided direction for staff to return to Council after labor negotiations were completed and approved with the labor units (General and Management Unit, an affiliate of LiUNA, POA, and Ambulance) if the increases caused compaction and/or misalignment for City Council to review the salary adjustments for the At-Will (unrepresented) group.

On September 13, 2022, City Council approved the following salary increases as follows:

General Unit, an affiliate of LiUNA 7% effective July 1, 2022 4% effective July 1, 2023
Management Unit, an affiliate of LiUNA 7% effective July 1, 2022 4% effective July 1, 2023
Police Officers Association (POA) POA sworn employees base salary increased 32%-47% dependent of the new
defined three (3) step salary schedule.

Based on the increases within the different bargaining units, compaction and higher salaries for subordinates and/or comparable classifications have a lower salary. Below are three examples of misalignment:

Barg Classification Salary
Unit
1 At-Will Police Commander $131,221 - $159,500
POA Police Sergeant $148,635 - $161, 151
2 At-Will Administrative Analyst $77,212 - $93,844
General Finance Analyst
$82,617 - $103,435 (July 1, 2022)
$85,924 - $108,201 (July 1, 2023)
3 At-Will
Environmental Compliance Manager
Project Manager $108,388 - $131,726
Building Official
Management Senior Planner
$112,528 - $136,760 (July 1, 2022)
$117,020 - $142,230 (July 1, 2023)
Management
City Forester $115,980 - $145,169 (July 1, 2022)
Public Works Superintendent $120,619 -$150,974 (July 1, 2023) As indicated, At-Will (unrepresented) employees are not recognized nor represented for the purpose of collective bargaining and meeting and conferring over salary, benefits, and work conditions. For the At-Will classifications, once the salary range is created and established, the salary remains static and does not increase unless approved by City Council.

In an effort to use the same concepts and interests used in all of the labor negotiations of maintaining service levels, /service quality and employee retention/recruitment, staff is recommending the salary adjustment of 7% effective January 1, 2023 and 4% effective January 1, 2024 in an effort to remain competitive and align with the General and Management Units, an affiliate of LiUNA increases.

FISCAL IMPACT:

The At-Will (unrepresented) annual payroll is $2,298,831. Year 1 salary increase (7%) is $160,918 and $80,459 would be requested for the half year during the mid-year budget. Year 2 salary increase (4%) is $98,389 and will be budgeted in the FY 23/24 budget. The fiscal impact does not reflect the increases to the CalPERS pension liability (UAL).

PRIOR CITY COUNCIL ACTION:

The City Council directed staff to return with this matter after completion of negotiations with organized labor.

ATTACHMENTS:

Attachment 1) Resolution 2023-021
Attachment 2) Exhibit A

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2023-021
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA APPROVING THE ATWILL (UNREPRESENTED) CLASSIFICATION SALARY PLAN IN ACCORDANCE WITH MUNICIPAL CODE

2.52.520 AS OF JANUARY 1, 2023
WHEREAS, Municipal Code 2.52.520 and amendments thereto provide, among other things that the City Council establish the legal current salary range from the salary schedule for each class of position.

WHEREAS, the salary resolution is adopted annually or periodically by the City Council upon review and recommendation of the City Administrator; and
WHEREAS, the California Public Employee’s Retirement Law, at Section 570.5 of the California Code of Regulations Title 2, requires the City to publish pay rates and ranges on the City’s internet site and the City Council to approve the pay rates and range in its entirety each time a modification is made; and WHEREAS, the At-Will (unrepresented) classifications do not receive Cost of Living Adjustments (COLA) or salary adjustments on an annual basis such as employees represented by bargaining units; and WHEREAS, City Council has provided direction to increase At-Will (unrepresented) salary schedule to aid in the ability to attract and retain employees; and WHEREAS, staff recommends that the City Council adopt the current City pay rates and ranges for AtWill (unrepresented) classifications (Exhibit A).

NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BYTHE-SEA DOES HEREBY:

1. The City of Carmel-by-the-Sea City Council authorizes and approves the City of Carmel-by-the-Sea current pay rates and ranges (salary schedule) for City of Carmel-by-the-Sea At-Will (unrepresented) Classifications (Exhibit A)
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 7th day of FEBRUARY, by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED: ATTEST:
_______________________ ___________________________
Dave Potter, Mayor Nova Romero, MMC, City Clerk
Attachment 1
Grade Barg.

Unit
Classification Resolution # Effective
Date
Minimum
Annual Salary
Maximum
Annual Salary
1 ATWILL City Administrator Resolution 2022-103 10/1/2022 $ 231,815.00 ATWILL Assistant City Administrator Reso. 2023-021 1/1/2023 $ 179,135.12 $ 217,739.65 ATWILL Public Safety Director Reso. 2023-021 1/1/2023 $ 179,135.12 $ 217,739.65 ATWILL Public Works Director Reso. 2023-021 1/1/2023 $ 175,503.54 $ 213,325.90 ATWILL Community Planning and Building Director Reso. 2023-021 1/1/2023 $ 175,503.54 $ 213,325.90 ATWILL Police Commander Reso. 2023-021 1/1/2023 $ 154,930.65 $ 188,320.00 ATWILL Library and Community Activities Director Reso. 2023-021 1/1/2023 $ 154,930.65 $ 188,320.00 AT WILL Finance Manager Reso. 2023-021 1/1/2023 $ 140,406.47 $ 170,665.00 AT WILL Human Resources Manager Reso. 2023-021 1/1/2023 $ 140,406.47 $ 170,665.00 ATWILL Information Services/Network Manager Reso. 2023-021 1/1/2023 $ 140,406.47 $ 170,665.00 ATWILL City Clerk Reso. 2023-021 1/1/2023 $ 140,406.47 $ 170,665.00 AT WILL Environmental Compliance Manager Reso. 2023-021 1/1/2023 $ 115,975.16 $ 140,946.82 AT WILL Project Manager Reso. 2023-021 1/1/2023 $ 115,975.16 $ 140,946.82 ATWILL Building Official Reso. 2023-021 1/1/2023 $ 115,975.16 $ 140,946.82 6 ATWILL Senior Human Resources Analyst Reso. 2023-021 1/1/2023 $ 95,647.30 $ 119,742.63 ATWILL Deputy City Clerk Reso. 2023-021 1/1/2023 $ 82,617.70 $ 100,413.08 AT WILL Administrative Analyst Reso. 2023-021 1/1/2023 $ 82,617.70 $ 100,413.08 8 ATWILL Executive Assistant* Reso. 2023-021 1/1/2023 $ 83,100.48 $ 89,880.00 9 ATWILL Administrative Technician Reso. 2023-021 1/1/2023 $ 70,188.42 $ 85,352.30 7 7% Increase

CITY OF CARMEL-BY-THE-SEA

PAY SCHEDULE FOR AT-WILL (UNREPRESENTED) CLASSIFICATIONS Effective January 1, 2023
PENDING City Council Approval January 1, 2023 (Reso#2023-021) 1 2
3 4
5 CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

CONSENT AGENDA
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Nova Romero, City Clerk
APPROVED BY: Chip Rerig, City Administrator
SUBJECT: Resolution 2023-022 ratifying an appointment to the Historic Resources Board RECOMMENDATION:

Adopt Resolution 2023-022 ratifying an appointment to the Historic Resources Board.

BACKGROUND/SUMMARY:

City Boards and Commissions perform a valuable service to the City by providing means by which the City Council can obtain advice, opinions, and recommendations of City residents and other members of the community. The Historic Resources Board (HRB) has 1 unfilled vacancy for a full 4-year term expiring May, 2027.

Community Outreach during the recruitment period
The Pine Cone published the recruitment on January 13, 2023 Announcement in the City Administrator’s Friday Letter
Posted vacancy on City posting boards
The City's website has a dedicated page regarding the recruitment and application to the Boards and Commissions
A total of 7 applications were received by the due date of January 25, 2023, and 1 applicant withdrew and declined an interview (Dan Lindsey).

Per the City's Municipal Code 2.74.010(D) regarding the HRB appointment process, "Members of the Historic Resources Board shall be nominated by the Mayor whose nomination shall be ratified by at least three members of and appointed by the City Council."
Mayor Potter and Mayor Pro Tem Richards comprised the Ad Hoc Committee and interviewed the applicants for the Boards and Commissions vacancies on January 30, 2023. The following individual has been identified as qualified to fill the vacancy and is recommended for appointment effective February 7, 2023:

Historic Resources Boardmember for a term ending May 30, 2027:
1) Erik Dyar
Recommendation:

Staff recommends adoption of the attached Resolution to ratify an appointment to the HRB.

FISCAL IMPACT:

None for this item.

PRIOR CITY COUNCIL ACTION:

ATTACHMENTS:

Attachment 1) Resolution 2023-022
Attachment 2) Applications Received for HRB (redacted)

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2023-022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA

RATIFYING AN APPOINTMENT TO THE HISTORIC RESOURCES BOARD WHEREAS, City Boards and Commission perform a valuable service to the City by providing means by which the City Council can obtain advice, opinions, and recommendations of City residents and other members of the community; and
WHEREAS, whenever a unfilled vacancies exit on City Boards and Commissions, there is a need to appoint members to these vacant positions for full terms; and WHEREAS, the Mayor and Mayor Pro Tempore comprised the Ad Hoc Committee and interviewed the applicants for one (1) unfilled vacancy on the Historic Resources Board; and WHEREAS, the applicants demonstrated a strong commitment to service and a desire to serve the Carmel-by-the-Sea community; and
WHEREAS, the Ad Hoc Committee is appreciative of all community members who filled out an application and participated in the interview process.

NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMELBY-THE-SEA DOES HEREBY:

Appoint the following individual to serve on the following City Board effective February 8, 2023:

Historic Resources Board for a 4-year term ending May 30, 2027:
1) Erik Dyar
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BYTHE-SEA this 7th day of February 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED: ATTEST:
_________________________ _________________________
Dave Potter Nova Romero, MMC
Mayor City Clerk
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CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

CONSENT AGENDA
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Marnie R. Waffle, AICP, Principal Planner APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Adopt Resolution 2023-023 authorizing a refund of a Track 2 Design Review application fee and Use Permit application fee in the amount of $5,846.25 to CRI on Carpenter, Inc.

RECOMMENDATION:

Adopt Resolution 2023-023 authorizing a refund of a Track 2 Design Review application fee and Use Permit application fee in the amount of $5,846.25 to CRI on Carpenter, Inc.

BACKGROUND/SUMMARY:

On May 4, 2022, Eric Miller Architects, Inc. submitted applications on behalf of CRI on Carpenter, Inc. for a Track 2 Design Review and Use Permit for the reconstruction of the Carmel Resort Inn hotel located on Carpenter Street between 1st and 2nd Avenues in the R-1 district. The application fees included $5,392 for the Design Review and $2,730 for the Use Permit.

On January 9, 2023, Don Desai, representing the ownership of CRI on Carpenter, Inc., submitted a request to withdraw the applications. This item is on the Council’s agenda to authorize a refund of 75% of the permit fee costs, $5,846.25, in accordance with CMC Section 17.02.120 (Fees), which allows a partial refund of fees in the amount of 75% for applications that are withdrawn before a determination has been made as to whether the application is complete. The applicant submitted an application on May 4, 2022, and withdrew the application on January 9, 2023, prior to the application being deemed complete by staff.

CMC Section 3.06.060 (Return of Funds) requires refunds of $1,000 or more to be approved by Council.

Specifically, Section 3.06.060 states that “from time to time it becomes necessary to refund certain permit fees, taxes, licenses, etc., in the normal course of City business. Upon recommendation from the Assistant City Administrator, the City Administrator or his/her duly authorized representative is authorized to approve such refunds in an amount not to exceed $1,000. All refunds over $1,000 shall require approval by the City Council.”
FISCAL IMPACT:

Other than the cost of processing the refund, there is no fiscal impact to the City for issuing the permit fee refund.

PRIOR CITY COUNCIL ACTION:

None.

ATTACHMENTS:

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

CONSENT AGENDA
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Marnie R. Waffle, AICP, Principal Planner APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Resolution 2023-024 Authorizing the City Administrator to execute a Professional Services Agreement with EMC Planning Group Inc., for a not-to-exceed fee of $239,145.00, to update the General Plan Housing and Safety Elements RECOMMENDATION:

Adopt Resolution 2023-024 authorizing the City Administrator to execute a Professional Services Agreement with EMC Planning Group Inc., for a not-to-exceed fee of $239,145.00, to update the General Plan Housing and Safety Elements.

BACKGROUND/SUMMARY:

The City of Carmel-by-the-Sea last updated the Housing Element of its General Plan in 2015. The Housing Element is required under State law to be updated every eight (8) years in a manner consistent with the Regional Housing Needs Allocation (RHNA). The 6th cycle (RHNA 6) planning period is 2023 to 2031, and the City’s RHNA is 349 housing units. The updated Housing Element will include policies, programs, incentives, and objectives to achieve the City’s housing goals. The Housing Element Update will require adoption by the City Council prior to December 2023 to secure certification by the California Department of Housing and Community Development (State HCD).

The Safety Element of the General Plan was adopted in 2009. Recent State legislation requires that safety elements be reviewed and updated as necessary alongside the Housing Element 2023 – 2031 update.

State law requires the Safety Element to address risks associated with disasters and other hazards identified by the community, including but not limited to flooding, wildfires, emergency evacuation, and climate change. The Safety Element must identify hazards and hazard abatement provisions and risk reduction strategies. The Safety Element will be updated concurrently with the Housing Element.

Consultant Selection Process
On December 9, 2022, the City released a Request for Proposals (RFP) soliciting proposals from qualified professionals to update the General Plan Housing Element and Safety Element. The RFP was advertised in the Carmel Pine Cone, posted on the City’s website and directly sent to multiple qualified firms. As part of the RFP scope, the prospective consultant was asked to facilitate community engagement; present recommendations and gather feedback from elected officials and community members; prepare the updates for adoption; and coordinate with the State Housing and Community Development Department (HCD) to ensure certification of the Housing Element.

EMC Planning Group, Inc. and 4Leaf, Inc. submitted proposals to the City by the January 3, 2023 deadline.

City staff held meetings with representatives of both firms to review the scope of the project and discuss the consultants’ qualifications. A Selection Committee consisting of Community Planning and Building Director, Brandon Swanson, Principal Planner, Marnie R. Waffle, AICP, and Associate Planner, Katherine Wallace, found both firms qualified to complete the Housing and Safety Elements update. EMC Planning Group, Inc. (EMC) was ultimately selected because of their extensive local knowledge, their experience with other RHNA 6 Housing Element updates, and because the EMC proposal includes a project timeline for the City to meet the State’s December 2023 Housing Element certification deadline.

EMC is located in Monterey, California and has provided land use, planning, and environmental consulting services to public agencies throughout California for 44 years. The firm has prepared housing elements for jurisdictions throughout the State, including several recently completed and certified elements, as well as on-going preparation of 6th Cycle Housing Element updates with the Town of Los Gatos and the Cities of Larkspur, Monte Sereno, Belvedere, and Sand City. EMC has a history of partnering with the City of Carmel-by-the-Sea. Past projects include but are not limited to the City’s Local Coastal Plan and Mitigated Declaration (2000 – 2003) and the Coastal Engineering and Adaptation Planning project (2022, on-going).

EMC is well qualified to assist staff with this Project.

As a result, staff is recommending EMC as the firm to contract with the City for this project. EMC will perform a majority of the technical work for the project, as well as policy guidance and project management.

City Staff will support EMC throughout the calendar year as the project moves to completion. The Council is being asked to review and approve the Professional Services Agreement (Agreement) with EMC. The Agreement excludes an optional task related to California Environmental Quality Act (CEQA) compliance.

The type of CEQA document required and the extent of related work is yet to be determined as this analysis depends greatly on the approach taken in the General Plan update. As the project progresses and CEQA requirements become better defined, EMC is qualified and prepared to complete a full CEQA environmental review responsive to the project. Work on any CEQA tasks will not be authorized to begin until a contract amendment is accepted by the City Council.

Project Scope of Work
The work is proposed to be completed throughout the 2023 calendar year. Staff will work with the consultant team to develop the Housing Element and Safety Element updates and obtain certification from the State HCD. Key tasks are outlined below:

Task 1 – Project Management and Coordination
Task 2 – Community Outreach and Engagement
Task 3 – General Plan Housing Element Update
Task 4 – General Plan Safety Element Update
Task 6 – Public Hearings, Final Adoption, and Certification Task 7 – General Plan Amendment
Additional task details and associated deliverables can be found in Attachment 3 (EMC Housing and Safety Elements Update Proposal). Staff would return to the Council to authorize an Amendment to this Agreement before any work would begin on tasks related to CEQA compliance.

Schedule
EMC Planning Group proposes to commence work on the Housing Element update immediately upon execution of a contract and would work to complete the scope of services by December 31, 2023, which is the statutory deadline for completing the update. The Safety Element update will progress concurrently with the Housing Element update. The table below connects milestones with goal dates through the process of providing deliverables.

FISCAL IMPACT:

Consultant fees for the project are $239,145.00. The cost will be fully paid with grant funding provided by SB2, LEAP, and REAP. In 2019 and 2020 the City received three grant awards totaling $290,000 to assist with the cost of updating the Housing Element: SB2 ($160,000), LEAP ($65,000), and REAP ($65,000).

Work on any CEQA tasks will not be authorized to begin until a contract amendment is approved by the City Council.

PRIOR CITY COUNCIL ACTION:

None.

ATTACHMENTS:

Attachment 1 - Resolution 2023-024
Attachment 2 - Professional Services Agreement with EMC Planning Group for the General Plan Housing and Safety Elements Update
Attachment 3 - EMC Proposal

CITY OF CARMEL-BY-THE-SEA CITY COUNCIL
RESOLUTION NO. 2023-024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA

AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH EMC PLANNING GROUP INC., FOR A NOT-TO-EXCEED FEE OF $239,145.00, TO UPDATE THE CITY OF CARMEL-BY-THE-SEA GENERAL PLAN HOUSING

ELEMENT AND SAFETY ELEMENT
WHEREAS, the State of California Housing and Community Development (HCD) Department requires the City to update the Housing Element of its General Plan every eight years in a manner consistent with the Regional Housing Needs Allocation (RHNA); and, WHEREAS, the 6th cycle (RHNA 6) planning period is 2023 to 2031; and, WHEREAS, the City’s RHNA is 349 housing units; and,
WHEREAS, State legislation requires the City to update its Safety Element concurrently with the Housing Element Update to address risks associated with disasters and other hazards including but not limited to flooding, wildfires, emergency evacuation, and climate change; and WHEREAS, the City issued a Request for Proposals (RFP) on December 9, 2022, with a submission date of January 3, 2023; and,
WHEREAS, the City received two responsive proposals, from EMC Planning Group, Inc., and 4Leaf, Inc., and a selection panel of qualified reviewers (Community Planning and Building Director, Brandon Swanson, Principal Planner, Marnie R. Waffle, AICP, and Associate Planner, Katherine Wallace) reviewed the proposals; and WHEREAS, the panel determined EMC Planning Group, Inc. (Consultant) best qualified to update the Housing and Safety Elements because of their extensive local knowledge, their experience with other RHNA 6 Housing Element updates, and because the EMC proposal includes a project timeline for the City to meet the State’s December 2023 Housing Element certification deadline; and,
WHEREAS, the Consultant developed a scope of work to complete the Housing Element and Safety Element updates by the State’s December 2023 deadline; and, WHEREAS, in 2019 and 2020 the City received three grant awards totaling $290,000 to assist with the cost of updating the Housing Element: SB2 ($160,000), LEAP ($65,000), and REAP ($65,000); and,
WHEREAS, the project will be fully funded by SB2, LEAP, and REAP grants.

Attachment 1

NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA DOES HEREBY:

Authorize the City Administrator to execute a Professional Services Agreement with EMC Planning Group Inc., for a not-to-exceed fee of $239,145.00, to update the General Plan Housing Element and Safety Element.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 7th day of February, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

ATTEST:
_____________________________ _____________________________ Dave Potter Nova Romero, MMC
Mayor City Clerk
Attachment 1
1 PROFESSIONAL SERVICES AGREEMENT
for the Carmel-by-the-Sea
6th Cycle Housing Element Update and General Plan Safety Element Update Agreement #
THIS AGREEMENT is executed this ____ day of February 2023 by and between the City of Carmel-ByThe-Sea, a municipal corporation (hereinafter "City"), and EMC Planning Group, Inc. (hereinafter "Consultant"), collectively referred to herein as the “parties.” WHEREAS, the City wishes to engage Consultant to perform the services required by this Agreement; and
WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions; and
WHEREAS, Consultant represents that it is trained, experienced, and competent and holds all necessary licenses and certifications to perform the services required by this Agreement.

NOW, THEREFORE, in consideration of the terms and conditions herein contained, the parties hereby covenant and agree as follows:

1. SERVICES
A. Scope of Services. Consultant agrees to provide to the City, as the scope of services (“Scope of Services”) under this Agreement, the following: project management; community outreach and engagement; public hearings; final adoption and certification; and general plan amendments associated with the 6th cycle Housing Element update (2023-2031) and State mandated update to the General Plan Safety Element Housing Element Update (2023-2031) and consistency updates to the City’s Safety Element. The Scope of Services is attached hereto as Exhibit “A.” The Scope of Services under this Agreement should include but is not limited to, a project description, project phases, task descriptions, identification of key personnel, identification of sub-consultants and their key personnel, and general description of services that will be performed, as further set forth in this Agreement and attachments hereto. Consultant agrees to all of the following:
i. Consultant will 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, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement. ii. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit “A,” Key Personnel, Compensation, and Fee Schedule, which is made a part of this Agreement.

Attachment 2
2 iii. Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit “A” to perform the services required under this Agreement. Consultant must notify City and obtain City’s written approval with respect to any changes in key personnel prior to the performance of any services by replacement personnel.
iv. Consultant must obtain City’s prior written approval before utilizing any subcontractors to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation. v. Consultant represents that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner. Consultant will at all times faithfully, competently, and to the best of its ability, experience and talent perform all services described in this Agreement. In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement. vi. City may inspect and accept or reject any of Consultant’s work under this Agreement, either during the performance or when completed. Acceptance of any of Consultant’s work by City will not constitute a waiver of any of the provisions of this Agreement. vii. The Consultant must maintain any work site in the City in a safe condition, free of hazards to persons and property resulting from its operations.

B. Change Orders.
i. Agreements and Change Orders exceeding $24,999 require City Council approval to be valid.
ii. The City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly.

All such changes must be authorized in writing and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties. However, any increase in compensation beyond the compensation limit amount approved by the City Council must be authorized in advance by the City Council, and any service provided by Consultant in the absence of such approval are at Consultant’s sole risk.
iii. Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement unless such additional services are authorized in advance and in writing by City.
iv. If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Administrator with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.

Attachment 2
3 C. Familiarity with Services and Site.
i. By executing this Agreement, Consultant represents that Consultant:
a. has thoroughly investigated and considered the Scope of Services to be performed; b. has carefully considered how the services should be performed; c. understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
d. possesses all licenses required under local, state, or federal law to perform the services contemplated by this Agreement and will maintain all required licenses during the performance of this Agreement.
ii. If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing before commencing its services.

Should Consultant discover any latent or unknown conditions that may materially affect the performance of 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.

2. COMPENSATION
A. Total Fee. Subject to any limitations set forth in this Agreement, the City agrees to pay, and Consultant agrees to accept as full and fair consideration for the performance of this Agreement, hourly fees as set forth in Consultant’s Key Personnel, Compensation, and Fee Schedule (Exhibit “A”), in a total amount not-to-exceed Two Hundred Thirty-Nine Thousand One Hundred FortyFive Dollars ($239,145.00). Such compensation isthe “Maximum Authorized Expenditure” under this Agreement and includes a contingency of $33,000. This cost does not include the optional CEQA task, which is not to commence without written authorization from the City. The Fee Schedule includes, but is not limited to, fees for each phase and task, not-to-exceed total fees, hourly rates, reimbursable rates, and sub-consultant markup rates. The use of sub-consultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount. Payment of any compensation to Consultant is contingent upon the performance of the terms and conditions of this Agreement to the satisfaction of the City. If the City determines that the Services set forth in the written invoice have not been performed in accordance with the terms of this Agreement, the City is not responsible for payment until the Services have been satisfactorily performed.

B. Invoicing. Consultant must submit to City monthly written invoices to the City’s Project Representative, identified in Section 5 below. Invoices must be prepared in a form satisfactory to the City, describing the services rendered and associated costs for the period covered by the invoice. The City will provide invoicing format upon request. Consultant may not bill the City for duplicate services performed by more than one person. Consultant’s invoices must include, but are not limited to, the following information:
i. Project Title, the City’s Purchase Order number, and City’s Project Code(s) for each project;
ii. Invoice number and date;
Attachment 2
4 iii. A brief description of services performed for each project phase and/or task; iv. The budgeted amount for each phase, task, and item, including the total amount, with the same for approved Change Orders, if any;
v. Amount invoiced to date divided by the agreed total compensation, expressed as a percentage, with the same for approved Change Orders, if any; vi. The amount earned and invoiced to date for each phase, task, and/or item, including the total amount, with the same for approved Change Orders, if any; vii. The amount previously invoiced for each phase, task, and/or item, including the total amount, with the same for approved Change Orders, if any; viii. The amount due for the period covered by this invoice for each phase, task, and/or item, including the total amount, with the same for approved Change Orders, if any; ix. For time and materials authorizations, the number of hours spent, by whom, and their hourly rate for each phase, task, and/or item, including the total amount; x. The costs incurred, including reimbursables, for each phase, task, and/or item for the agreed total compensation and approved Change Orders, if any, along with a brief description of those costs;
xi. The total amount due for the period covered by this invoice, including sub-consultants and vendors of services or goods;
xii. Copies of sub-consultant, vendor, and reimbursable invoices, including hourly breakdowns when requested by City.
xiii. Copies of sub-consultant and vendor lien releases.

Any such invoices must be in full accord with any and all applicable provisions of this Agreement.

Consultant must submit invoices to the City on or before the sixteenth (16th) day of each month for services performed in the preceding month.

The City will review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid.

Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, the City will pay on each such invoice within thirty (30) days of receipt; provided, however, that Consultant submits an invoice which is not incorrect, incomplete, or not in accord with the provisions of this Agreement. If any charges or expenses are disputed by City, the invoice will be returned by City to Consultant for correction and resubmission, and the City will not be obligated to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant. Payment to Consultant for Attachment 2
5 services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment. City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found to be non-conforming to the terms of this Agreement.

The City is not obligated to pay Consultant a greater percentage of the Maximum Authorized Expenditure than the actual percentage of services completed as of the invoice date.

Consultant agrees to remit and is responsible for all withholding taxes, income taxes, unemployment insurance deductions, and any other deductions required by applicable federal, state, or local laws and regulations for Consultant, its employees, sub-consultants, and vendors of services or goods.

C. Adjustment of Maximum Authorized Expenditure. The City may increase or decrease the Maximum Authorized Expenditure by issuing a Change Order to the Agreement in accordance with Section 1.B “Change Orders” above. Should Consultant consider that any request or instruction from the City’s Project Representative constitutes a change in the scope of services, Consultant will advise the City’s Project Representative, in writing, within fourteen (14) calendar days of such request or instruction. Without said written advice within the time period specified, the City is not obligated to make any payment of additional compensation to Consultant.

D. Hourly Rates. Payment for all authorized services, including payment for authorized on-call, asneeded services, will be made by the City to Consultant in accordance with the various hourly rates as set forth in the Consultant’s Key Personnel, Compensation & Fee Schedule (Exhibit “A”).

E. Sub-consultants and Vendors. Invoices for sub-consultants and vendors of services or goods will be paid by the City to Consultant in accordance with the various rates as set forth in the Consultant’s Compensation & Fee Schedule (Exhibit “A”). All reimbursable expenses will be considered as included within the Maximum Authorized Expenditure. Consultant is solely responsible for payment to sub-consultants and vendors of services or goods, and the City is not responsible or liable for any payments to sub-consultants and vendors, either directly or indirectly.

F. Audit and Examination of Accounts:
i. Consultant must keep and will cause any assignee or sub-consultant under this Agreement to keep accurate books of records and accounts, in accordance with sound accounting principles, which pertain to services to be performed under this Agreement. ii. Any audit conducted of books of records and accounts must be kept in accordance with generally accepted professional standards and guidelines for auditing. iii. Consultant must disclose and make available any and all information, reports, books of records, or accounts pertaining to this Agreement to the City and any city of the County of Monterey or other federal, state, regional, or governmental agency which provides funding for these Services.

Attachment 2
6 iv. Consultant must include the requirements of Section 2F, “Audit and Examination of Accounts,” in all contracts with assignees or sub-consultants under this Agreement. v. All records provided for in this Section are to be maintained and made available throughout the performance of this Agreement and for a period of not less than four (4) years after full completion of the Services. All records, which pertain to actual disputes, litigation, appeals, or claims, must be maintained and made available for a period of not less than four (4) years after the final resolution of such disputes, litigation, appeals, or claims.

3. AGREEMENT TERM
A. Term. The work under this Agreement will commence on February 8, 2023, and must be completed by December 15, 2023, unless sooner terminated or the City grants an extension of time in writing pursuant to the terms of this Agreement, except for provisions in this Agreement that will survive the termination or completion of this Agreement. Consultant will perform Change Order services as set out in Section 1.B, “Amendment of Services (Change Orders),” in a timely manner or in accordance with the agreed upon Change Order Project Schedule.

B. Timely Work. Consultant will perform all Services in a timely fashion, as set forth more specifically in Section 3.A, “Term,” and Section 3.C, “Project Schedule,” of this Agreement.

Failure to perform is deemed a material breach of this Agreement, and the City may terminate this Agreement with no further liability hereunder or may authorize, in writing, an extension of time to the Agreement.

C. Project Schedule. Services must be completed by Consultant in accordance with the Project Schedule set forth in Exhibit “A.” The parties may, from time to time, by Change Order, alter the Project Schedule. Consultant will provide the Services pursuant to the Project Schedule or any applicable Project Schedule Change Order. If at any time Consultant discovers that the Project Schedule cannot be met, Consultant must promptly notify the City in writing and provide a revised Project Schedule for review and consideration by City.

D. Notice to Proceed. Upon execution of this Agreement by both parties and the receipt of all documentation required by this Agreement to be provided by Consultant to the City, including proof of insurance and tax identification numbers, the City will issue a written Notice to Proceed to the Consultant. The City may, in its sole discretion, issue subsequent notices from time to time regarding further portions or phases of the work. Upon receipt of such notices, Consultant will diligently proceed with the Services authorized and complete those Services within the agreed time specified in said notice. Consultant will not proceed with any of the Services unless they have received a Notice to Proceed from the City.

4. CONSULTANT’S EMPLOYEES AND SUB-CONSULTANTS
A. Listed Employees and Sub-consultants. Consultant will perform the Services using the individuals listed in the Key Employees and Sub-consultants List attached hereto in Exhibit “A.” B. Substitution of Employees or Subconsultants:

Attachment 2
7 i. Consultant may not substitute any key employee or sub-consultant listed in Exhibit “A” without the prior written approval of the City, and such approval will not be unreasonably withheld. The City will not approve the removal or substitution of employees or subconsultants for the reason that Consultant or its affiliates have called on such individuals to perform services for another client of the Consultant.
ii. If at any time, the City reasonably objects to the performance, experience, qualifications, or suitability of any of Consultant’s employees or sub-consultants, then Consultant may, upon written request from the City, replace such employee or sub-consultant. Consultant must, subject to scheduling and staffing considerations, make reasonable efforts to replace the individual with an individual of similar competency and experience. iii. Whether or not the City consents to or requests a substitution of any employee or subconsultant of Consultant, the City will not be liable to pay additional compensation to Consultant for any replacement or substitution.

C. Sub-agreements with Sub-consultants. Consultant will incorporate the terms and conditions of this Agreement into all sub-agreements with sub-consultants in respect of the Services necessary to preserve all rights of the City under this Agreement. Consultant is fully responsible to the City for all acts and omissions of sub-consultants and of persons employed by any subconsultant.

D. Not an Agent of the City. Nothing in this Agreement will be interpreted to render the City the agent, employer, or partner of Consultant, or the employer of anyone working for or subcontracted by Consultant, and Consultant must not do anything that would result in anyone working for or subcontracted by Consultant being considered an employee of the City.

Consultant is not, and must not claim to be, an agent of the City.

E. Independent Contractor:
i. Consultant is an independent contractor. This Agreement does not create the relationship of employer and employee, a partnership, or a joint venture. The City may not control or direct the details, means, methods, or processes by which Consultant performs the Services. Consultant is responsible for the performance of the Services and may not delegate or assign any Services to any other person except as provided for in this Agreement. Consultant is solely liable for the work quality and conditions of any partners, employees, and sub-consultants.
ii. No offer or obligation of permanent employment with the City or particular City department or agency is intended in any manner, and Consultant may not become entitled by virtue of this Agreement to receive from the City any form of employee benefits including but not limited to sick leave, vacation, retirement benefits, workers’ compensation coverage, insurance or disability benefits. Consultant will be solely liable for and obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising out of Consultant’s performance of Services under this Agreement. Consultant will defend, indemnify and hold the City harmless from any and all liability which the City may incur because of Consultant’s failure to pay such taxes.

Attachment 2
8 5. REPRESENTATIVES AND COMMUNICATIONS
A. City’s Project Representative. The City appoints the individual named below as the City’s Project Representative for the purposes of this Agreement (“City’s Project Representative”). The City may unilaterally change its project representative upon notice to Consultant.

Name: Marnie R. Waffle, AICP
Title: Principal Planner
Address: City Hall, Carmel-by-the-Sea, 93921
Telephone: (831) 620-2057
Email: [email protected]
B. Consultant’s Project Manager. Consultant appoints the person named below as its Project Manager for the purposes of this Agreement (“Consultant’s Project Manager”).

Name: Ande Flower, AICP, MUP
Title: Principal Planner, Project Manager
Company: EMC Planning Group, Inc.

Address: 601 Abrego Street, Monterey, CA, 93940
Telephone: (206) 697-6009
Email: [email protected]
C. Meet and Confer. Consultant agrees to meet and confer with the City’s Project Representative, its agents, or employees with regard to Services as may be required by the City to ensure timely and adequate performance of this Agreement.

D. Communications and Notices. All communications between the City and Consultant regarding this Agreement, including the performance of Services, will be between the City’s Project Representative and Consultant’s Project Manager. Any notice, report, or other documents that either party may be required or may wish to give to the other must be in writing and will be validly given to and received by the addressee, if delivered personally, on the date of such personal delivery, if delivered by email, on the date of transmission, or if by mail, seven (7) calendar days after posting.

6. INDEMNIFICATION
Consultant hereby agrees to the following indemnification clause:

To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), Consultant will defend (with legal counsel reasonably acceptable to the City), indemnify and hold harmless the City and its officers, designated agents, departments, officials, representatives and employees (collectively "Indemnitees") from and against claims, loss, cost, damage, injury expense and liability (including incidental and consequential damages, Court costs, reasonable attorneys' fees as may be determined by the Court, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) to the extent they arise out of, pertain to, or relate to, the negligence, recklessness, or willful misconduct of Consultant, any sub-consultant or subcontractor, anyone directly or indirectly employed by them, or anyone that they control (collectively "Liabilities"). Such obligations to defend, hold harmless, and Attachment 2
9 indemnify any Indemnitee will not apply to the extent that such Liabilities are caused in part by the active negligence or willful misconduct of such Indemnitee.

Notwithstanding the provisions of the above paragraph, Consultant agrees to indemnify and hold harmless the City from and against all claims, demands, defense costs, liability, expense, or damages arising out of or in connection with damage to or loss of any property belonging to Consultant or Consultant's employees, sub-consultants, representatives, patrons, guests or invitees.

In no event will the obligation of the Consultant exceed the limitations on the duty to defend and indemnify as set forth in Civil Code Sections 2782, 2782.6, and 2782.8.

7. INSURANCE
Consultant must submit and maintain in full force all insurance as described herein. Without altering or limiting Consultant's duty to indemnify, Consultant must maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:

A. Commercial General Liability Insurance, including but not limited to premises, personal injuries, bodily injuries, property damage, products, and completed operations, with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.

B. Professional Liability Insurance with limits of not less than $1,000,000 per occurrence or claim and $2,000,000 in the aggregate. Consultant will have a policy for professional liability coverage that provides coverage on an occurrence basis or obtain extended reporting (tail) coverage (with the same liability limits) for at least three years following the City's acceptance of the work.

C. Automobile Liability Insurance covering all automobiles, including owned, leased, non-owned, and hired automobiles, used in providing Services under this Agreement, with a combined single limit of not less than $1,000,000 per occurrence.

D. Workers' Compensation Insurance. If Consultant employs others in the performance of this Agreement, Consultant must maintain Workers' Compensation insurance in accordance with California Labor Code section 3700 and with a minimum of $1,000,000 per occurrence.

E. Other Insurance Requirements:
i. All insurance required under this Agreement must be written by an insurance company either:
a. Admitted to do business in California with a current A.M. Best rating of no less than A:VI; or
b. An insurance company with a current A.M. Best rating of no less than A:VII. An exception may be made for the State Compensation Insurance Fund when not specifically rated.
ii. Each insurance policy required by this Agreement may not be canceled except with prior written notice to the City.

Attachment 2
10 iii. All liability and auto policies must:
a. Provide an endorsement naming the City of Carmel-by-the-Sea, its officers, officials, employees, and volunteers as additional insureds. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 23 37 forms if later revisions are used).
b. Provide that such Consultant’s insurance is primary as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City is in excess of the Consultant’s insurance and will not contribute to it.
c. Contain a “Separation of Insureds” provision substantially equivalent to that used in the ISO form CG 00 01 10 01 or their equivalent.
d. Provide for a waiver of any subrogation rights against the City via an ISO CG 24 01 10 93 or its equivalent.
iv. Prior to the start of work under this Agreement, Consultant will file certificates of insurance and endorsements evidencing the coverage required by this Agreement with the City. Consultant will file a new or amended certificate of insurance promptly after any change is made in any insurance policy, which would alter the information on the certificate then on file.
v. Neither the insurance requirements hereunder, nor acceptance or approval of Consultant’s insurance, nor whether any claims are covered under any insurance, may in any way modify or change Consultant’s obligations under the indemnification clause in this Agreement, which will continue in full force and effect. All coverage available to the Consultant as named insured will also be available and applicable to the additional insured. Notwithstanding these insurance requirements, Consultant is financially liable for its indemnity obligations under this Agreement.
vi. All policies must be written on a first-dollar coverage basis or contain a deductible provision. Any deductibles or self-insured retentions (“SIR”) must be declared to and approved by the City. At the option of the City, either: the insured will reduce or eliminate such deductibles or SIR as respects the City, its officers, officials, employees, and volunteers, or Consultant will provide a financial guarantee satisfactory to the City, guaranteeing payment of losses and related investigations, claim administration, and defense expenses. In no event will any SIR or insurance policy contain language, whether added by endorsement or contained in the policy conditions, that prohibits satisfaction of any self-insured provision or requirement by anyone other than the named insured or by any means including other insurance, or which is intended to defeat the intent or protection of an additional insured.
vii. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Attachment 2
11 viii. Consultant must require and verify that all sub-consultants and subcontractors maintain insurance meeting all the requirements in this Agreement. ix. If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City may, but is not obligated to, obtain such coverage at Consultant’s expense and deduct the cost from the sums due Consultant. Alternatively, City may terminate the Agreement. x. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under this Agreement.

Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Should any coverage carried by the Consultant or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits, and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to City in excess of the limits and coverages required by this Agreement and which are applicable to a given loss must be made available to City to compensate it for such losses.
xi. Consultant must give City prompt notice of claims made of lawsuits initiated that arise out of or result from Consultant’s performance under this Agreement and that involve or may involve coverage under any of the required liability insurance policies. xii. The Consultant hereby waives any right of subrogation that any of its insurers may have or that they may accrue out of the payment of any claim related to the Consultant’s performance of this Agreement, regardless of whether any endorsements required by this section are obtained.

8. PERFORMANCE STANDARDS
A. Consultant warrants that Consultant and Consultant’s agents, employees, and sub-consultants performing Services under this Agreement are specially trained, experienced, and competent and have the degree of specialized expertise contemplated within California Government Code Section 37103, and further, are appropriately licensed to perform the work and deliver the Services required under this Agreement.

B. Consultant, its agents, employees, and sub-consultants must perform all Services in a safe and skillful manner consistent with the usual and customary standards of care, diligence, and skill ordinarily exercised by professional consultants in similar fields in accordance with sound professional practices. All work products of Consultant must comply with all applicable laws, rules, regulations, ordinances, and codes. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and will advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. All Services performed under this Agreement that are required by law to be performed or supervised by licensed personnel must be performed in accordance with such licensing requirements.

Attachment 2
12 C. Consultant must furnish, at its own expense, all materials, equipment, and personnel necessary to carry out the terms of this Agreement. Consultant may not use the City premises, property (including equipment, instruments, or supplies), or personnel for any purpose other than in the performance of its obligations under this Agreement.

D. Consultant agrees to perform all work under this Agreement to the satisfaction of City and as specified herein. The City’s Project Representative or his or her designee will evaluate the work.

If the quality of work is not satisfactory, City, at its discretion, may meet with Consultant to review the quality of work and resolve the matters of concern and may require Consultant to repeat the work at no additional fee until it is satisfactory.

9. CITY INFORMATION AND RESOURCES
A. Available Information. The City will make available to Consultant all relevant information, plans, maps, reports, specifications, standards, and pertinent data which is in the hands of the City and is required by Consultant to perform the Services. Consultant may rely upon the accuracy and completeness of such information and data furnished by the City, except where it is stated otherwise or unreasonable.

B. City Resources. The City acknowledges that Consultant’s ability to provide the Services in accordance with this Agreement may be dependent on the City providing available information and resources in a prompt and timely manner as reasonably required by Consultant. To the extent that the City fails to provide City resources, Consultant will not be liable for any resulting delay in the Services or failure to meet the Project Schedule, but in no event will such delay or failure to provide City resources constitute a breach of this Agreement by the City, nor will Consultant be entitled to extra compensation for same. Consultant’s sole remedy shall be an extension of time to complete the Scope of Services.

C. Obligations of Consultant. No reviews, approvals, or inspections carried out or supplied by the City will derogate from the duties and obligations of Consultant, and all responsibility related to the performance of the Services will be and remain with Consultant.

10. OWNERSHIP AND USE OF MATERIALS
A. Ownership of the Materials. All data, studies, reports, calculations, field notes, sketches, designs, drawings, plans, specifications, cost estimates, manuals, correspondence, agendas, minutes, notes, audio-visual materials, photographs, models, software data, computer software (if purchased on the City’s behalf) and other documents or products produced by Consultant under this Agreement (collectively, “the Materials”) are and will remain the property of the City even though Consultant or another party may have physical possession of them or a portion thereof. Consultant hereby waives, in favor of the City, any moral rights Consultant, its employees, sub-consultants, vendors, successors, or assignees may have in the Materials.

B. No Patent or Copyright Infringement. Consultant guarantees that in its creation of the Materials produced under this Agreement, no federal or state patent or copyright laws were violated.

Consultant agrees that all copyrights, which arise from the creation of the work or Services pursuant to this Agreement, will be vested in the City and waives and relinquishes all claims to copyright or intellectual property rights in favor of the City. Consultant covenants that it will Attachment 2
13 defend, indemnify and hold City harmless from any claim or legal action brought against the City for alleged infringement of any patent or copyright related to City’s use of Materials produced by Consultant and its employees, agents, and sub-consultants under this Agreement.

C. Delivery and Use of the Materials. All Materials will be transferred and delivered by Consultant to the City without further compensation following the expiration or sooner termination of this Agreement, provided that the City may, at any time prior to the expiration or earlier termination of this Agreement, give written notice to Consultant requesting delivery by Consultant to the City of all or any part of the Materials in which event Consultant must forthwith comply with such request. The Materials created electronically must be submitted in a format and medium acceptable to the City. The Materials may be used by the City in any manner for the intended purpose or as part of its operations associated with the Materials.

D. Survival of Ownership and Use Provisions. The provisions contained in Section 10, Ownership and Use of Materials, survive the expiration or earlier termination of this Agreement, and this Section is severable for such purpose.

E. Additional Copies. If the City requires additional copies of reports or any other material that Consultant is required to furnish as part of the Services under this Agreement, Consultant must provide such additional copies, and the City will compensate Consultant for the actual costs related to the production of such copies by Consultant.

11. CONFIDENTIALITY
A. No Disclosure. Consultant must keep confidential and may not disclose, publish or release any information, data, or confidential information of the City to any person other than representatives of the City duly designated for that purpose in writing by the City. Consultant may not use for Consultant’s own purposes, or for any purpose other than those of the City, any information, data, or confidential information Consultant may acquire as a result of the performance of the Services under this Agreement. Consultant must promptly transmit to the City any and all requests for disclosure of any such confidential information or records. The obligations under this Section will survive the expiration or earlier termination of this Agreement.

B. California Public Records Act. Consultant acknowledges that the City is subject to the California Public Records Act (Government Code Section 6250 et seq.), known as the “PRA,” and agrees to any disclosure of information by the City as required by law. Consultant further acknowledges that it may have access to personal information as defined under the PRA, and Consultant will not use any such personal information for any purposes other than for the performance of Services under this Agreement without the advance written approval of the City.

All Scopes of Services and related documents received will be public records, with the exception of those elements identified by the Consultant as business trade secrets and are plainly marked “Trade Secret,” “Confidential,” or “Proprietary.” If disclosure is required under the PRA or otherwise by law, the City will not be liable or responsible for the disclosure of any such records and the Consultant will indemnify, defend, and hold the City harmless for any such disclosure.

Attachment 2
14 12. CONFLICT OF INTEREST
Consultant covenants that neither Consultant, nor any officer, principal, or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City relating to this Agreement or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 et seq.), and California Government Code section 1090.

Consultant is required to file a Form 700 in compliance with the City’s Conflict of Interest Code unless a written determination by the City Administrator is made modifying or eliminating said requirement or unless otherwise exempted by law.

In addition, Consultant, Consultant’s employees, and sub-consultants agree as follows:

A. That they will conduct their duties related to this Agreement with impartiality and must, if they exercise discretionary authority over others in the course of those duties, disqualify themselves from dealing with anyone with whom a relationship between them could bring the impartiality of Consultant or its employees into question;
B. May not influence, seek to influence, or otherwise take part in a decision of the City knowing that the decision may further their private interests;
C. May not accept any commission, discount, allowance, payment, gift, or other benefit connected, directly or indirectly, with the performance of Services related to this Agreement that causes, or would appear to cause, a conflict of interest;
D. May have no financial interest in the business of a third party that causes, or would appear to cause, a conflict of interest in connection with the performance of the Services related to this Agreement, and if such financial interest is acquired during the term of this Agreement, Consultant must promptly declare it to the City, and;
E. May not, during the term of this Agreement, perform a service for, or provide advice to, any person, firm, or corporation, which gives rise to a conflict of interest between the obligations of Consultant under this Agreement and the obligations of Consultant to such other person, firm or corporation.

13. DISPUTE RESOLUTION
A. Dispute Resolution Procedures. The parties will make reasonable efforts to promptly resolve any dispute, claim, or controversy arising out of or related to this Agreement (“Dispute”) using the Dispute Resolution Procedures set forth in this Section.

B. Negotiations. First, the City’s Project Representative and Consultant’s Project Manager will make reasonable efforts to resolving any Dispute by amicable negotiations and will provide frank, candid, and timely disclosure of all relevant facts, information, and documents to facilitate negotiations. Should these negotiations be unsuccessful in resolving the Dispute, the matter will Attachment 2
15 be promptly referred to the City Administrator or designee and the Consultant’s Principal, who will meet and confer, in good faith, to resolve the Dispute to the mutual satisfaction of the parties.

C. Mediation. If all or any portion of a Dispute cannot be resolved by good faith negotiations as set forth above within thirty (30) days of the date that the matter was referred to the City Administrator pursuant to subsection B above, either party may, by notice to the other party, submit the Dispute for formal mediation to a mediator selected mutually by the parties from the Monterey Superior Court’s Court-Directed Mediator Panel list. The duration of any such mediation may not exceed 2 hours unless otherwise agreed to by the parties. The cost of the mediation (including fees of mediators) will be borne equally by the parties, and each party will bear its own costs of participating in mediation. The mediation will take place within or in close proximity to the City of Carmel-by-the-Sea.

In any mediation conducted pursuant to this section, the provisions of California Evidence Code section 1152 will be applicable to limit the admissibility of evidence disclosed by the parties in the course of the mediation. In the event the parties are unsuccessful in resolving the dispute through the mediation process, then the parties agree that the dispute will be submitted to Binding Arbitration to a single Arbitrator in accordance with the existing Rules of Practice and Procedure of the Judicial Arbitration and Mediation Services, Inc. (JAMS) within thirty (30) days of the close of mediation as declared by the mediator.

D. Arbitration. The submission to Mediation and Arbitration in accordance with the requirements of this section of any and all agreements, differences, or controversies that may arise hereunder is made a condition precedent to the institution of any action or appeal at law or in equity with respect to the controversy involved. The award by the arbitrator will have the same force and effect and may be filed and entered as a judgment of the Superior Court of the State of California and is subject to appellate review upon the same terms and conditions as the law permits for judgments of Superior Courts. A “Prevailing Party” will be determined in the Arbitration, and the prevailing party will be entitled to reasonable attorney’s fees and costs incurred and accrued interest on any unpaid balance that may be due. Costs will include the cost of any expert employed in the preparation or presentation of any evidence. All costs incurred and reasonable attorney fees will be considered costs recoverable in that proceeding and be included in any award.

14. TERMINATION OF AGREEMENT
A. Termination for Cause or Default. The City reserves the right to immediately terminate this Agreement, in whole or in part, if Consultant or any sub-consultant defaults or fails to deliver the Services in accordance with the terms and conditions of this Agreement. Such termination must be in writing, setting forth the effective date of termination, and will not result in any penalty or other charges to the City and may be issued without any prior notice. Without limitation, Consultant is in default of its obligations contained in this Agreement if Consultant, or any sub-consultant:
i. Fails to perform the required Services within the term and/or in the manner provided under this Agreement;
Attachment 2
16 ii. Fails to supply sufficient, properly skilled workers or proper workmanship, products, material, tools, and equipment to perform the Services; iii. Fails to observe or comply with all laws, ordinances, including all requirements of governmental or quasi-governmental authorities, including federal, state, and local government enactments, bylaws, and other regulations now or, following the date of this Agreement, in force that pertains to;
iv. Fails to observe or comply with the City’s reasonable instructions; v. Breaches the Conflict of Interest provisions of this Agreement; or vi. Otherwise violates any provision of this Agreement.

B. Termination for Convenience. The City may, at its option and sole discretion, terminate this Agreement, in whole or in part, with or without cause, at any time during the Agreement Term for the convenience of the City, upon ten (10) days written notice to the Consultant.

C. Steps after Termination:
i. Upon termination of this Agreement by the City for any reason, the City will pay Consultant for satisfactorily performed Services and disbursements incurred by Consultant to the date of termination pursuant to this Agreement, less any amounts necessary to compensate the City for damages or costs incurred by the City arising from Consultant’s default. Termination will be without prejudice to any other rights or remedies the City may have.
ii. Upon receipt of written notice of termination of this Agreement by the City for any reason, Consultant must:
a. Promptly cease all Services, including Services provided by any sub-consultant, unless otherwise directed by the City; and
b. Deliver to the City all the Materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such Materials are to be delivered to the City in completed form; however, notwithstanding the provisions of Section 10, Ownership and Use of Materials, herein, the City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such Materials.
iii. If this Agreement is terminated by the City for any reason, the City is hereby expressly permitted to assume the projects and Services, and to complete them by any means including, but not limited to, an agreement with another party.

Attachment 2
17 15. LEGAL ACTION / VENUE
A. Should either party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Agreement will be controlled by and construed under the laws of the State of California, excluding California’s choice of law rules.

B. Venue for any such action relating to this Agreement will be in Monterey County.

C. If any legal action or proceeding, including action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with this Agreement, the prevailing party may recover reasonable attorneys’ fees as may be determined by the Arbitrator, experts’ fees, and other costs, in addition to any other relief to which the party may be entitled.

16. MISCELLANEOUS PROVISIONS
A. Non-discrimination. During the performance of this Agreement, Consultant, and its subconsultants, may not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age, or sexual orientation, either in Consultant’s employment practices or in the furnishing of services to recipients. Consultant further acknowledges that harassment in the workplace is not permitted in any form and will take all necessary actions to prevent such conduct.

B. Acceptance of Services Not a Release. Acceptance by the City of the Services to be performed under this Agreement does not operate as a release of Consultant from professional responsibility for the Services performed.

C. Force Majeure. Either party is absolved from its obligation under this Agreement when and to the extent that performance is delayed or prevented, and in the City’s case, when and to the extent that its need for vehicles, materials, or Services to be supplied hereunder are reduced or eliminated by any course, except financial, for reasons beyond its control. Such reasons include, but are not limited to: earthquake, flood, epidemic, fire, explosion, war, civil disorder, an act of God or of the public enemy, an act of federal, state, or local government, or delay in transportation to the extent that they are not caused by the party’s willful or negligent acts or omissions, and to the extent that they are beyond the party’s reasonable control.

D. Headings. The headings do not govern, limit, modify, or in any manner affect the scope, meaning, or intent of the provisions of this Agreement. The headings are for convenience only.

E. Entire Agreement. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties hereto with respect to the terms, conditions, and Services and supersedes any and all prior proposals, understandings, communications, representations, and agreements, whether oral or written, relating to the subject matter thereof pursuant to Section 1B, “Change Order of Services.” Any Change Order to this Agreement will be effective only if it is in writing and signed by both parties hereto and will prevail over any other provision of this Agreement in the event of inconsistency between them.

Attachment 2
18 F. Conflict between Agreement and Exhibits. In the event of a conflict between a provision in this Agreement and a provision in an Exhibit attached to this Agreement, the provisions in this Agreement will take precedence.

G. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and may be signed in counterparts, but all of which together will constitute one and the same Agreement.

H. Multiple Copies of Agreement. Multiple copies of this Agreement may be executed, but the parties agree that the Agreement on file in the office of the City’s City Clerk is the version of the Agreement that governs should any difference exist among counterparts of this Agreement.

I. Authority. Any individual executing this Agreement on behalf of the City or Consultant represents and warrants hereby that he or she has the requisite authority to enter into this Agreement on behalf of such party and bind the party to the terms and conditions of this Agreement.

J. Severability. If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired thereby.

Limitations of liability and indemnities will survive termination of the Agreement for any cause.

If a part of the Agreement is valid, all valid parts that are severable from the invalid part remain in effect. If a part of this Agreement is invalid in one or more of its applications, the part remains in effect in all valid applications that are severable from the invalid applications.

K. Non-exclusive Agreement. This Agreement is non-exclusive, and both the City and Consultant expressly reserve the right to enter into agreements with other Consultants for the same or similar services or may have its own employees perform the same or similar services.

L. Assignment of Interest. The duties under this Agreement are not assignable, delegable, or transferable without the prior written consent of the City. Any such purported assignment, delegation, or transfer constitutes a material breach of this Agreement upon which the City may terminate this Agreement and be entitled to damages.

M. City Business License. Prior to receiving a Notice to Proceed from the City, Consultant will obtain and maintain a valid City of Carmel-by-the-Sea Business License for the duration of the Agreement. Costs associated with the license are the responsibility of Consultant.

N. Laws. Consultant agrees that in the performance of this Agreement, it will comply with all applicable federal, state, and local laws and regulations. This Agreement will be governed by and construed in accordance with the laws of the State of California and the City of Carmel-bythe-Sea.

Attachment 2
19 IN WITNESS WHEREOF, the parties enter into this Agreement hereto on the day and year first above written in Carmel-by-the-Sea, California.

CITY OF CARMEL-BY-THE-SEA CONSULTANT

City Administrator Consultant Signature

Printed Name Date Printed Name Date

Title
Consultant Legal Company Name
APPROVED AS TO FORM:

By: _______________________________ Date: ______________________ Brian Pierik, Esq., City Attorney
ATTEST:

By: ________________________________ Date: ______________________ Nova Romero, MMC, City Clerk
Attachment 2
20 Exhibit “A”
Scope of Services, Key Personnel, Compensation, and Fee Schedule, and Project Schedule Attachment 2
January 3, 2022 (revised 1/25/2024)
City of Carmel‐by‐the‐Sea
Marnie R. Waffle, AICP, Community Development Director
P.O. Box CC
Carmel‐by‐the‐Sea, CA 93921
Re: Letter of Transmittal
Proposal for City of Carmel‐by‐the‐Sea Housing Element (2024‐2031) Dear Mrs. Waffle:

Thank you for allowing EMC Planning Group the opportunity to respond to the City of Carmel‐by‐the‐Sea Housing Element 2024‐2031 Request for Proposal. Attached is one electronic copy of our proposal for your review.

The Project Manager for this policy update will be Ande Flower, AICP. Please let him know if you have any questions. You can reach him at [email protected] or on his cell at 206.697.6009. We look forward to the opportunity to work with you on this project.

Sincerely,
Michael Groves, AICP
Senior Principal
Attachment 3
Attachment 3
Proposal
City of Carmel-by-the-Sea
Housing Element Update (2024-2031)
January 3, 2023
Revised 01/24/2023
Prepared by
EMC Planning Group
Attachment 3
Attachment 3

PROPOSAL
CITY OF CARMEL‐BY‐THE‐SEA
HOUSING ELEMENT UPDATE (2024‐2031)

PREPARED FOR
Marnie R. Waffle, AICP, Principal Planner
City of Carmel‐by‐the‐Sea
P.O. Box CC
Carmel‐by‐the‐Sea, CA 93921
Tel  831.620.2000

PREPARED BY
EMC Planning Group Inc.
601 Abrego Street
Monterey, CA 93940
Tel  831.649.1799
Fax  831.649.8399
Ande Flower, AICP, Principal Planner
[email protected]
www.emcplanning.com
January 3, 2023
Revised 01/25/2023
Thi
douet apodued oeyled pape
Attachment 3
Attachment 3
Table of Contents

1.0 EXECUTIVE SUMMARY ............................................................................................... 1-1

2.0 EMC PLANNING GROUP QUALIFICATIONS ........................................................... 2-1

2.1 Implementation Plan .............................................................................................................. 2-1

2.2 Client References .................................................................................................................... 2-2

2.3 Past Housing Element Projects ............................................................................................ 2-4

2.4 Carmel-by-the-Sea Work History ......................................................................................... 2-7

2.5 Public Outreach Experience ................................................................................................. 2-8

3.0 CONSULTANT PERSONNEL EXPERIENCE ............................................................... 3-1

3.1 EMC Planning Group Staff .................................................................................................. 3-1

3.2 Staff Resumes .......................................................................................................................... 3-2

3.3 Subconsultants ........................................................................................................................ 3-2

4.0 SCOPE OF WORK ........................................................................................................ 4-1

5.0 DELIVERABLES ........................................................................................................... 5-1

6.0 BUDGET AND FEE SCHEDULE .................................................................................. 6-1

6.1 Budget ...................................................................................................................................... 6-1

6.2 Fee Schedule ............................................................................................................................ 6-1

6.3 Optional CEQA Budget ........................................................................................................ 6-1

6.4 Subconsultants ........................................................................................................................ 6-1 Attachments
Attachment A Staff Resumes
Attachment 3
Attachment 3
Section 1.0 Executive Summary 1-1 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023

1.0 Executive Summary
EMC Planning Group team is pleased to submit this proposal for the City of Carmel-by-the-Sea (“City”) Housing Element Update (2023-2031), along with consistency updates to the City’s Safety Element. We understand the challenge posed by the draft 6th cycle regional housing needs allocation (RHNA) equaling 349 units for the City of Carmel-by-the-Sea. We have tailored a work program and approach that welcomes solution-oriented community involvement. We have assembled a team of consultants whose expertise dovetail to provide a full scope of services, including updates to the housing element, the safety element, and full CEQA environmental review responsive to the subsequent project. Our team has demonstrated competence in working successfully with residents and other members of the public in formulating goals and building consensus.

EMC Planning Group, located in Monterey, California, is celebrating 44 years in business, providing land use, planning, and environmental consulting services to public agencies throughout California.

The firm has prepared housing elements for jurisdictions in various parts of California, including several recently completed and certified elements, as well as on-going preparation of 6th Cycle Housing Element updates with the Town of Los Gatos and the Cities of Larkspur, Monte Sereno, Belvedere, and Sand City. Carmel-by-the-Sea presents unique challenges and surprising opportunities to meet state requirements for affirmatively furthering fair housing. Through learning from community leaders, our process will encourage a vision for Carmel-by-the-Sea’s future that is in keeping with the character and spirit of the community.

Over the course of 44 years, EMC Planning Group has gained rich experience in a broad range of planning and development disciplines. Our firm translates that experience into concrete, focused results in a time and cost-effective manner. EMC Planning Group’s receipt of numerous awards and national recognition is one indicator that our clients and peers acknowledge our expertise.

EMC Planning Group’s success and longevity are due in large part to the diversity, talents, and creativity of its team members. Our land use planners, environmental planners, housing planners, biologists, archaeologists, noise and air quality specialists, and land use designers are skilled professionals with the ability to deliver practical yet innovative solutions to land use planning, development design, environmental review, and regulatory compliance challenges.

Attachment 3
Section 1.0 Executive Summary 1-2 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 The services presented below are representative of those EMC Planning Group delivers to its extensive public and private sector clients:

Advanced/General Planning: general plans, specific plans, local coastal programs, zoning codes, housing elements, sphere-of-influence studies, area plans, and vibrancy plans;  As a result of the of the high level of demand in California for preparation of 6th Cycle Housing Elements, EMC Planning Group has put together a specific internal EMC Housing Team; and  We have hired and are still hiring professionals with housing experience to meet the needs of agencies we work with.

Public Outreach: develop and implement public outreach programs; Procedural Planning: contract planning staff services including development review process management, permit processing, policy and regulatory analyses, application preparation and completeness review, land use plan/specific plan preparation, zoning regulation preparation/review, preparation of project consideration packages (staff report, resolutions and ordinances, findings, etc.), environmental documentation preparation, public noticing, preparation of specialized technical documentation, coordinate and manage technical consultants, prepare and monitor project schedules and budgets, public outreach/participation, etc.; Land Use Planning: development site selection and evaluation, site planning and design, master planning, permit processing, entitlement process coordination and management, local agency formation commission application processing, and project representation; CEQA and NEPA Compliance Services: initial studies, environmental assessments, environmental impact reports, environmental impact statements, noticing, and findings; EMC Planning Group is well suited to assist with the City of Carmel-by-the-Sea’s planning needs because of its extensive experience in handling the more stringent demands of the 6th Cycle Housing Element update process and because of its long history of working in Monterey County and Carmelby-the-Sea. We look forward to working with the City of Carmel-by-the-Sea to achieve HCD certification for the 6th Cycle Housing Element update.

Attachment 3
Section 2.0 EMC Planning Group Qualifications 2-1 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023

2.0 EMC Planning Group Qualifications

2.1 Implementation Plan
EMC Planning Group proposes to commence work on the housing element immediately upon execution of a contract and would work to complete the scope of services by December 15 2023, which is the statutory deadline for completing the update. This tight timeline necessitates a process for rapid City review and collaboration. There are no City approval requirements prior to the initial draft submittal to HCD. We will work closely with staff to strategize the most effective, efficient, and supported method of production to enable submittal of the preliminary draft to HCD by June, 2023. HCD requires a 90-day review period with the preliminary draft, preceded with a 30-day public comment period according to AB 215. HCD’s revision requests from that draft will guide any subsequent drafts. If made available, we will work with HCD to learn of their approach during a mid-cycle review meeting. Our goal is to not need HCD reviews subsequent to their first review.

In order to create enough time in the schedule for the possibility of a full EIR, the Sites Inventory will be the first decision point. Second, it is crucial to understand the effects and impact of prior Housing Element Cycles from City Staff in order to build on what works well in Carmel-by-the-Sea.

Similarly, local knowledge to assist in understanding and to describe demographic shifts over time is essential to the narrative requirements of the 6th Housing Element cycle.

Our proposed implementation plan and estimated timeline to update the Housing and Safety Elements and obtain certification from HCD by December 15, 2023 heavily relies on cooperation and collaboration with City Staff in navigating decision-maker and public comments, concerns, and suggestions. The table below connects milestones with goal dates through the process of providing deliverables.

Within the following sections of this proposals, details support the overall implementation plan:
 Section 3.0 – Proposed staffing for the project, including the number of staff assigned, major roles of staff, and qualifications of the proposer’s team members  Section 4.0 – Scope of work, including the project schedule and details for each individual Task.  Section 5.0 – Details for each of the Deliverables.

Attachment 3
Section 2.0 EMC Planning Group Qualifications 2-2 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 The proposed Implementation Plan follows:

Milestone Implementation & Deliverables Goal Date
Outreach Plan Determine with staff the best process to enable support for a preliminary draft for HCD 90-day review according to AB 215. February 2023 Sites Inventory Present site options to the public and decision-makers for a CEQA path determination to be made in time for an EIR. March 2023 Review of 5th Cycle
Housing Element
Work with staff to review existing policies and programs as a foundation for the 6th Cycle draft update. April 2023
Policy
Recommendations
Present policy options to the public based on housing needs and public comments received. May 2023
Draft Housing
Element to HCD
Incorporate City-specific needs and researched bestpractices for a preliminary draft to be reviewed by HCD. June 2023 Revised Draft
Housing Element to
HCD
Prepare a revised draft Housing Element combined with all General Plan updates for a second HCD review. Fall 2023 (final adoption Dec. 15, 2023) CEQA Completion Complete EIR, IS/MND, or Categorical Exemption for Public Hearings. Fall 2023 (final adoption Dec. 15, 2023)
Public Hearings
Prepare a final revised draft Housing Element combined with all General Plan updates for Public Hearings and Final
Adoption following a ready-to-certify letter from HCD for Certification.

Fall 2023 (final adoption Dec. 15, 2023)

2.2 Client References
EMC Planning Group is currently working on 6th Cycle Housing Elements that are on an earlier timeline than Carmel-by-the-Sea. Housing Element experience within the Association of Bay Area Governments’ jurisdictions include the following:

Los Gatos
A HEAB-approved (Housing Element Advisory Board) draft Housing Element update was submitted to HCD on October 14, 2023. A revised draft will be brought to Council on January 30, 2023 for adoption. This Housing Element update has coincided with the Town’s General Plan update, led by a different consultant. EMC Planning Group has kept the public aware of each step in the process via this dedicated website: https://engagelosgatoshousing.com/ Los Gatos contact:

Erin Walters, Associate Planner
Town of Los Gatos
110 East Main Street
Los Gatos, CA 95030
Phone: 408.354.6867
[email protected]
Attachment 3
Section 2.0 EMC Planning Group Qualifications 2-3 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Monte Sereno
A draft Housing Element was submitted to HCD on October 11, 2023. A revised draft will be brought to Council on January 17, 2023 for adoption. Decision-makers have led a grass-roots campaign to promote secondary unit production through the next eight years. EMC Planning Group has kept the public aware of each step in the process via this dedicated website:
https://AtHomeinMonteSereno.com/
Monte Sereno contact:

Diana Perkins, City Planner
City of Monte Sereno
18041 Saratoga-Los Gatos Road
Monte Sereno, CA 95030
Phone: 408.498.5283
Email: [email protected]
Larkspur
A Steering Committee reviewed draft Housing Element will be submitted to HCD before January 31, 2023. This Housing Element update has coincided with the Town’s General Plan update led by a different consultant. Timing necessary for Land Use, Safety, and CEQA coordination has enabled a more comprehensive approach to Objective Development and Design Standards to coincide with Housing Element update adoption. EMC Planning Group has kept the public aware of each step in the process via this dedicated website: https://LivinginLarkspur.com/ Larkspur contact:

Elise Semonian, Community Development Director
City of Larkspur
400 Magnolia Avenue
Larkspur, CA 94939
Phone: 415.927.6713
Email: [email protected]
Belvedere
An unanimously recommended Planning Commission draft Housing Element update will be presented to City Council on January 9, 2023 for an HCD draft to be submitted prior to January 31, 2023. A feasible Sites Inventory for this City proved especially challenging to determine, given the multiple environmental hazards, cost of land, and community resistance to up-zoning. EMC Attachment 3
Section 2.0 EMC Planning Group Qualifications 2-4 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Planning Group has kept the public aware of each step in the process via this dedicated website:
https://blueprintforBelvedere.com/
Belvedere contact:

Irene Borba, Director of Planning & Building
City of Belvedere
450 San Rafael Avenue
Belvedere, CA 94920
Phone: 415.435.3838
Email: [email protected]
Sand City
Sand City Council has recently approved a contract for EMC Planning Group to move forward with producing the 6th Cycle Housing Element Update. Our Kick-off meeting is scheduled for later this month.

Sand City contact:

Charles Pooler, City Planner
City of Sand City
1 Pendergrass Way
Sand City, CA 93955
Phone: 831.394.6700
Email: [email protected]

2.3 Past Housing Element Projects
Below is a brief list of past projects EMC Planning Group has completed that are related to this proposal. This list includes relevant projects completed by Martin Carver, now a Principal at EMC Planning Group, prior to joining the EMC Planning Group team.

Cupertino
A full administrative draft Housing Element update was submitted in October, 2022, inclusive of a Council-approved Site Inventory and robust AFFH-focused outreach reports that tied recommended policies to the researched housing needs within the region. EMC Planning Group worked closely with staff to build decision-maker trust through a politically challenging environment housing capacity discussion. EMC Planning Group kept the public aware of each step in the process via this dedicated website: https://engagecupertino.org/community-outreachefforts?next=/admin/sites/editors/hub-page/[hubPermalink]/live-preview Attachment 3
Section 2.0 EMC Planning Group Qualifications 2-5 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Cupertino contact:

Luke Connolly, Senior Planner
City of Belvedere
450 San Rafael Avenue
Belvedere, CA 94920
Phone: 408.777.1275
Email: [email protected]
San Juan Bautista 5th Cycle Housing Elements and Implementing Ordinances
The City of San Juan Bautista had not adopted its 5th Cycle housing element, and the City was required to adopt two consecutive four-year housing elements to return to the standard eight-year cycle. EMC Planning Group worked with the State Department of Housing and Community Development (HCD) to facilitate the adoption of an initial four-year housing element in September 2019 and a second four-year housing element prior to the December 2019 deadline. Both housing elements were certified by HCD after City Council adoption. EMC Planning Group accomplished completion of both housing elements, including several implementing ordinances, in the span of eleven months, and the City is now in compliance with State housing law and eligible for grants that are tied to that compliance.

EMC Planning Group prepared the 2015-2019 and 2019-2023 housing elements in compliance with all of the statutory requirements for housing elements, including public participation and adequate environmental review. The update process consisted of two well-attended community outreach meetings; ongoing consultation with HCD, obtaining data from appropriate sources; mapping and quantifying appropriate housing sites; and establishing policies and programs and quantified objectives to guide the City’s housing development. The housing element updates accommodated the Regional Housing Needs Allocation established by the San Benito Council of Governments in the context of the general plan land use designations. EMC Planning Group also prepared all of the staff reports, resolutions, ordinances, and CEQA documentation associated with the housing elements. In order to receive state certification for the second four-year housing element, the City needed to adopt four ordinances to implement programs from the first four-year housing element, and EMC Planning Group prepared that set of ordinances for adoption by the City.

San Juan Bautista Contact:

Brian Foucht, AICP, Assistant City Manager/Community Development Director Phone: 831.623.4661
Email: [email protected]
Attachment 3
Section 2.0 EMC Planning Group Qualifications 2-6 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Don Reynolds, City Manager
Phone: 831.623.4661
Email: [email protected]
City of Newman 3rd, 4th, and 5th Cycle Housing Elements Mr. Carver prepared housing element updates for the City of Newman in 2003, 2008, and 2015, and in each case the plan gained certification from the California Department of Housing and Community Development.

Newman contact:

Michael Holland, City Manager
City of Newman
938 Fresno Street
Newman, CA 95360
Phone: 209.862.3725
City of Gustine 5th Cycle Housing Elements
Mr. Carver prepared two 5th cycle housing element updates for the City of Newman in the period 2017 through early 2020 (the City was on a four-year cycle due to lateness of the 2015 plan). In each case, the plan gained certification from the California Department of Housing and Community Development.

Gustine contact:

Doug Dunford, City Manager
City of Gustine
352 5th Street
Gustine, CA 95322
Phone: 209.854.6471
City of Atwater 5th Cycle Housing Element
EMC Planning Group assumed responsibility for the Atwater Housing Element about a year ahead of the deadline for the fourth cycle housing element. Our firm worked with the State Housing and Community Development Department to understand the City’s options, and elected to skip the fourth cycle housing element and go directly to the fifth cycle. Although there were shortfalls to carry forward, due to decreased Regional Housing Needs Assessment numbers, this option was advantageous to the City. The update included a significant effort to catalogue all of the vacant and underutilized sites, and recommended a re-zone of commercial land to high density housing to achieve the very low-income target. The Atwater Housing Element was recently certified by the State Housing and Community Development Department.

Doug has since left the City of Gustine, but City
staff should be able to answer any questions about
the work completed by Mr. Carver
Attachment 3
Section 2.0 EMC Planning Group Qualifications 2-7 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Atwater contact:

Scott McBride, Community Development Director
City of Atwater
750 Bellevue Rd
Atwater, CA, 95301
Phone: 209.357.6310
Sand City’s 5th Cycle Housing Element
EMC Planning Group prepared Sand City’s 5th Cycle Housing Element. The update included review and revision of the city’s housing goals, objectives, policies, and programs. The largely commercial and industrial City has only about 100 existing housing units but re-zoned a portion of the City to mixed use in 2002, and has been slowly increasing its housing supply. The State Housing and Community Development Department has certified the Sand City Housing Element.

Sand City Contact:

Charles Pooler, City Planner
City of Sand City
1 Pendergrass Way
Sand City, CA 93955
Phone: 831.394.6700
Email: [email protected]

2.4 Carmel-by-the-Sea Work History
EMC Planning Group has developed a longstanding relationship with the City of Carmel-by-the-Sea and enjoys working with City staff to promote sustainable and inclusive growth. The following is a list of past and ongoing projects EMC Planning Group has engaged in with the City.

City of Carmel-by-the-Sea Local Coastal Plan and Mitigated Declaration (2000 – 2003)
EMC Planning Group, as a team member of the City Planning Staff, prepared the City’s Local Coastal Program (LCP), consisting of the Land Use Plan and the Implementation Plan. The Land Use Plan involved policy development regarding land use, aesthetics, recreational uses, transportation, biotic resources, coastal protection, and public services. The Implementation Plan involved setting zoning criteria and other implementing procedures for the City.

City of Carmel-by-the-Sea Staff Support (2017)
Stuart Poulter, MRCP provided staff assistance to the City of Carmel-by-the-Sea at City Hall three days per week. Tasks included staffing the Planning Department front counter; responding to Attachment 3
Section 2.0 EMC Planning Group Qualifications 2-8 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 inquiries from the public and other agencies about the City General Plan, Municipal Code, Historic Context Statement, and related planning issues; processing business licenses; maintaining electronic and hard copy files; review and comment on design study and design review applications for residential and commercial sites; research and evaluate properties for historicity and eligibility for inclusion on Carmel’s Inventory of Historic Resources; conduct preliminary site assessments of properties prior to submittal of design study applications; conduct final plan check site visits; prepare staff reports; oversee preparation of require noticing and mailings to applicants; attend planning commission, historic resource board, and city council meetings and make presentations.

Coastal Engineering and Adaption Planning, City of Carmel-by-the-Sea (2022, on-going)
The project is a coastal engineering and hazard assessment for sea level rise and climate adaptation planning. The Scope of Services for this Agreement is the first phase of a multi-phase adaptation planning project. This first phase of the project focuses on coastal engineering and hazard assessment. Future Phases will include hazards policy review and revisions, outreach, and adaptation pathway development for LCP policy update.

2.5 Public Outreach Experience
EMC Planning Group has extensive experience in facilitation of public engagement and participation for various types of projects. Currently EMC Planning Group is working on five (5) housing element updates for various cities within the Bay Area and Monterey Bay Area. On nearly all past Housing Element updates, EMC Planning Group has utilized in person workshops and Stakeholder meetings to garner the necessary public outreach and input to adequately complete the housing element updates. With the unfortunate arrival of COVID-19, EMC Planning Group has developed and mastered alternative means to facilitate the same amount or more public input, we have currently been using virtual meeting places such as Engagement HQ to assist the public in participating in the outreach for the various updates. EMC Planning Group is well versed in how to conduct both in person, and virtual public outreach; allowing us to give the public multiple ways to participate, throughout the policy update process.

Attachment 3
Section 3.0 Consultant Personnel Experience 3-1 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023

3.0 Consultant Personnel Experience

3.1 EMC Planning Group Staff
Ande Flower, AICP, MUP, Principal Planner, Project Manager Mr. Ande Flower will be the project manager and primary contact for the City of Carmel-by-the-Sea housing element update. Ande joined EMC Planning Group in 2021 and has been working in the planning field since 2005. His professional experience includes project management in the municipal sector and is a leading expert in the preparation of housing elements. Ande is skilled in the analysis of complex development requests, ordinance updates, and the delivery of compelling presentations to Commissions, City Council, agencies, the business community, and residents.

Mr. Flower is an integral part of the internal EMC Housing Team, currently working with the Cities of Belvedere, Monte Sereno, Larkspur, Sand City, and the Town of Los Gatos to prepare their 6th Cycle Housing Element Updates.

Michael Groves, President, Senior Principal, Principal in Charge Mr. Michael Groves founded EMC Planning Group nearly 45 years ago. His focus within the firm is on client representation for urban and regional planning projects; coastal planning efforts; conceptual design; real estate due diligence and site evaluation studies; land use planning and permitting efforts; and city, county, school district and special district planning and permitting. With his experience as a land use and policy planner, Mr. Groves has provided project management for over 750 planning projects, within more than 150 California cities, counties, and special districts.

Martin Carver, MRP, Principal
Mr. Carver is a highly skilled member of the EMC Planning Group staff. He will act in an advisory management role and be an active participant on our internal EMC Housing Team to assist with preparation of the document. Martin has years of experience in the planning field, most of which has been focused on plan making. Mr. Carver has prepared numerous housing element updates in his career, including most recently updates for the City of San Juan Bautista, the City of Gustine, and the City of Newman.

Teri Wissler Adam, Senior Principal
Ms. Wissler Adam joined the firm in 1991 and has been a principal since 2001. Her area of expertise is in California Environmental Quality Act (CEQA) and National Environmental Policy Act Attachment 3
Section 3.0 Consultant Personnel Experience 3-2 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 (NEPA) compliance. Ms. Wissler Adam’s workload includes oversight of all CEQA-focused workload for the firm. Ms. Wissler Adam will provide high-level project oversight and lead on tasks associated with CEQA compliance. Most recently, Teri was the project manager and principal-incharge for EIRs for the Town of Corte Madera Housing Element Update (6th Cycle) and the City of Mill Valley Housing Element Update (6th Cycle).

Kailon Thompson, MS, Associate Planner
Ms. Thompson joined the firm in July 2022 as an Associate Planner to provide support to the Housing Element team. Primary responsibilities include the preparation of complex and detailed written housing elements, general plan updates, and other related planning documents.

Zane Mortensen, MS, Associate Planner
Mr. Mortensen joined the firm in April 2022 to provide support in the preparation of environmental planning and land use documents for a variety of development projects such as residential sites, schools, subdivisions, specific plans, hospitals, and recreational facilities. Primary responsibilities involve conducting air quality and greenhouse gas emissions modeling and analysis, as well as the preparation of environmental review documentation in compliance with CEQA/NEPA regulatory standards.

Shoshana Lutz, Associate Planner
Ms. Lutz will assist with preparation of the zoning updates and any potential associated CEQA documentation. Ms. Lutz has been with the firm for nearly six years and assisted with the preparation of the housing element update for the City of San Juan Bautista. She was one of the primary authors for EIRs for the Town of Corte Madera Housing Element Update (6th Cycle) and the City of Mill Valley Housing Element Update (6th Cycle).

Kylie Pope, MSP, Assistant Planner
Ms. Pope joined the firm in August 2022 as an Assistant Planner to provide support to the Housing Element team. Primary responsibilities include the preparation of complex and detailed written housing elements, general plan updates, and other related planning documents.

3.2 Staff Resumes
Resumes for the team are presented in Attachment A.

3.3 Subconsultants
Subconsultants will be named at a later time if determined necessary for outreach effects or CEQA documentation.

Attachment 3
Section 4.0 Scope of Work 4-1 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023

4.0 Scope of Work
The Scope of Work for the Housing Element is presented on the following pages. The scope of work is preliminary, and EMC Planning Group is open to modification of the scope of work as necessary to meet the City’s needs.

Task Timeframe
Task 1 Project Management Ongoing through completion of project Task 2 Community Outreach and Engagement Winter 2023 through Fall 2023 Task 3 Housing Element Update – Admin Draft and Final Draft Summer and Fall 2023 Task 4 Safety Element Update – Admin Draft and Final Draft Summer and Fall 2023 Task 5 CEQA Documentation Summer 2023
Task 6 Public Hearings, Final Adoption, and Certification Fall 2023 (final adoption Dec. 15, 2023) Task 7 General Plan Amendment Fall 2023
Task 1 Project Management and Coordination
This task involves the development of a timeline/schedule, with milestones, that will lead to HCD certification of the housing element by December 31, 2023. This work will include scheduling for:
 Kickoff meeting with staff to refine the scope of services;  Identification of major milestones, meetings, and work products;  Up to five (5) Community-based meetings;
 Planning Commission and City Council study sessions (one (1) meeting each for a total of two (2) meetings);
 Five (5) public hearings (two (2) Planning Commission and three (3) City Council);  Development of strategies to meet the City’s 6th Cycle RHNA and the housing element update;  Response to HCD review comments and City staff review times; and  Delivery of an administrative draft, public review draft and final draft housing element, including any subsequent updates to other general plan elements as required by State law.

This task also includes project management and covers communication and coordination between the EMC Planning Group team, City staff, regional collaborators, HCD. It includes meetings, phone Attachment 3
Section 4.0 Scope of Work 4-2 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 conferences, email exchanges, and other communications. The EMC Planning Group team will attend one (1) kickoff meeting with staff to discuss project goals, issues, availability of reference materials, work product expectations, communications protocols, public outreach program, and site inventory. The team will also meet with staff on days that coincide with community outreach and engagement. Finally, this task includes consultation with HCD, which is typically handled with regular phone calls to HCD staff. City staff is expected to be available for meetings with the EMC Planning Group team, to take regular coordination phone calls, and to provide City documents as needed.

Task 2 Community Outreach and Engagement
This task will consist of public outreach, where EMC Planning Group will first review any available information from EMC Planning Group records and the City on the public outreach efforts by the City during the 5th Cycle Housing Element. The outreach efforts will be meaningful, in that all segments of the community will be taken into account. Possible communities include, but are not limited to: the disabled, elderly, large families, farm workers, families with female heads of household, and families and persons in need of emergency shelter, including homeless persons.

EMC Planning Group will develop content and assist the City with outreach strategy for the City Staff to take leadership and implement appropriate community outreach for preparation of the Housing Element. This may include, but is not limited to, residential door to door survey or questionnaire, follow-up with residents, compiling results and providing a write-up to EMC Planning Group for use in preparation of the City’s 6th Cycle Housing Element.

Using Engagement HQ, the EMC Team will work with City staff to design an interactive engagement plan that allows community members to engage on their own time with a website devoted to the Housing Element update process. Community workshops can span days and include customizable discussion forums, and through the digital platform, discussions can be made available in multiple languages and moderated to weed out any personal attacks, profanity, or off-topic comments. This platform will serve as the internet portal for information regarding the housing element update, key documents, and interactive activities to solicit input at various stages of the process.

The following are a sample of the tools available through the Engagement HQ platform:
 Forums. A safe and interactive space for Carmel-by-the-Sea community-members to discuss and debate pertinent issues. The site is moderated to assure safety.  Ideas. These “virtual post-it notes” are a way for Carmel-by-the-Sea community-members to share what inspires them. EMC Planning Group staff can then assist in creating virtual stakeholder groups to help the community “grow” their ideas.  Places. Gather feedback and photos directly on a map with a simple “pin” drop.

Attachment 3
Section 4.0 Scope of Work 4-3 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023  Stories. Help your community better understand, empathize, and relate to others and to all that contributes to contemplating additional housing in the community.  Guestbook. Simple, streamlined, and moderated space for Carmel-by-the-Sea communitymembers to upload comments.  Q&A. Receive questions in a managed space that accommodates messages through the iterative brainstorming process.
 Polls. Ask a single question and get immediate insight with this quick and targeted tool.  Surveys. Encourage Carmel-by-the-Sea community-members to voice their opinions in a convenient way that can also help us understand what areas of city need more encouragement to participate. Aggregate data can help the city understand generally who is participating with the outreach tools.

EMC Planning Group’s community engagement program will include the following key meetings/consultations:
 Branding & Participation Incentives
 Stakeholder Meetings
 Community Workshops
 Focus Groups
 Digital Communication. EMC Planning Group will develop an online engagement platform with content that includes information about the Housing Element/Housing needs, the Safety Element, environmental review (CEQA), tools and widgets to invite engagement, and an interactive scenario mapping exercise.

As part of this effort, EMC Planning Group will work with City staff to develop a list of organizations that will be contacted to participate in the update process. City staff will be responsible for identifying and/or confirming focus group members and providing EMC Planning Group with appropriate contact information.

EMC Planning Group will facilitate presentations of the Housing Element update planning process to the Planning Commission and City Council, Housing Ad Hoc Committee community meetings and stakeholder focus group meetings. These presentations include an initial meeting to inform and discuss the 6th Cycle Housing Element Update process, the Public Review Draft Housing Element, and Final Draft Housing Element.

Attachment 3
Section 4.0 Scope of Work 4-4 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Task 3 General Plan Housing Element Update
Administrative Draft Housing Element
Preparation of the Administrative Draft Housing Element will consist of sections based on the statutory requirements of Government Code section 65580-65583, including public outreach and participation. Those sections consist of:

Task 3.1 Housing and Special Housing Needs
Housing needs will be assessed based on the City’s RHNA, and existing and projected housing needs for all income levels. In accordance with Government Code Section 65583(a)(1,2,7), EMC Planning Group will analyze special housing needs for the disabled, elderly, large families, farm workers, families with female heads of household, and families and persons in need of emergency shelter, including homeless persons in effort to affirmatively further fair housing. To preserve existing affordable housing, an update analysis of the potential loss of existing assisted housing developments during the next 10-year period (due to the expiration of subsidy contracts or use restrictions; or mortgage pre-payments) will be conducted. Each development will be listed by project name and address, the type of government assistance received, the earliest possible change from low-income use, the total number of elderly and non-elderly units that could be lost from the City’s low-income housing stock in each year during the 10-year period.

Data from the pre-approved housing element data set for Monterey County and/or the City of Carmel-by-the-Sea will be used to the extent available. Additional updates to the background data included in the Housing Element will be made to match the timeframe in the pre-approved data set.

Data to be included in the current Housing Element, but that is not included in the pre-approved data set or readily available will be requested from the City and may be eliminated from the update if it is deemed non-essential to obtaining certification from HCD. The update will incorporate the RHNA numbers designated for Carmel-by-the-Sea.

Included in this task will be the identification of current and past housing programs in the City based on data from the current Housing Element, AMBAG, the County, the City, and non-profit organizations; develop information on County housing programs; and to analyze programs and implementation record of the previous Housing Element. This task will also include an update to potential residential energy conservation opportunities; summarize types and proportions of fuels used for residential heating and a general characterization of neighborhood design, use of street trees, and other livable community design elements, and analysis of local policies affecting the use of alternative energy sources.

Task 3.2 Housing Constraints
EMC Planning Group will work to obtain permitting data from the City, including the date of permit issuance and sign-off, parcel number, associated demolition information, if applicable, and affordable housing restrictions, if applicable. Permit data will be requested from 2012 through 2021.

Attachment 3
Section 4.0 Scope of Work 4-5 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Any other “Growth Management” Restrictions or reports will be obtained from the City for the period of 2012 through 2021. Constraints to the maintenance, improvement, or development of housing will be identified to meet the City's housing needs. EMC Planning Group will carefully review the City's General Plan policies and standards, zoning requirements, and processes to identify potential constraints to housing development, including housing for lower income households and special needs groups. EMC Planning Group will review the City's processes to identify if modifications need to be made to address recent changes to State law, including recent laws related to accessory dwelling unit standards, low barrier navigation centers, supportive housing by right, and SB 35 streamlining requirements. The consultant will develop programs to reduce constraints, where appropriate and feasible. EMC Planning Group will reference HCD’s Accessory Dwelling Unit Handbook to document the number of actual and potential constraints, including:
 Land use controls;
 Local processing and permit procedures;
 Building codes and their enforcement;
 On and off-site improvement requirements;
 Fees and other exactions;
 Housing for persons with disabilities; and
 Analysis of locally adopted ordinances that directly impact the cost and supply of housing.

Pursuant to Government Code section 65583, subdivision (a)(6) EMC Planning Group will document any actual and potential nongovernmental constraints which include:
 Availability of financing;
 Price of land;
 Cost of construction;
 Requests to develop housing below identified densities in the sites inventory and analysis; and  Typical timeframes between approval for a housing development project and application for building permits.

Task 3.3 Review of Existing Housing Element
This task will include the assessment of the 5th Cycle Housing Element, including a description of the actual results or outcomes of the previous elements goals, policies and programs. Assess effectiveness of programs with a focus on identifying beneficial modifications, including the preparation of a table to summarize the findings. EMC Planning Group will review housing goals and policies to prepare new and/or revised goals and policies for housing based on what has been learned from the results of the previous 5th Cycle Housing Element, consultation with City staff, Attachment 3
Section 4.0 Scope of Work 4-6 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 policy makers, and community members, stakeholder and workshop input. This information will be used to develop goals and policies to address adequate sites for new construction, affordable housing development incentives or programs, conservation of existing affordable housing, regulatory relief, rental and homeowner assistance, equal access, utility prioritization, shelters, energy conservation and sustainable community strategy. To the extent feasible, the existing policies and programs will be carried over from the current Housing Element.

This task will further evaluate and describe how past programs were effective in addressing the housing needs of the special populations and any failures to implement rezonings required due to a lack of adequate sites to meet the 5th Cycle Planning Period RHNA for lower income households.

This evaluation will be incorporated into the discussion of the effectiveness of the previous housing element.

Task 3.4 Sites Inventory
EMC Planning Group will also review existing Housing Element sites inventory and preliminarily confirm the status via online aerial mapping and site reconnaissance to determine development status of potential housing sites. A summary of land determined to be suitable for residential development would be compiled, which would include sites that are currently vacant or have potential for redevelopment. This determination would be made based on the inventory data to be provided by the City, the General Plan Land Use Map, and field reconnaissance information. To complete this task EMC Planning Group will use the site inventory form provided by HCD.

Analysis of the data collected will consist of monitoring RHNA progress, documenting environmental constraints, identifying the appropriate density for vacant lots to accommodate for low-income households, identifying capacity of each vacant parcel, any new infrastructure that may be needed, as well as differentiate between small and large sites. This analysis will also include identification of sites for affirmatively further fair housing, and a non-vacant sites analysis.

Beyond confirming potential housing sites, EMC Planning Group will look at alternative methods to accommodate the RHNA. Alternative methods could include incentives for building Accessory Dwelling Units, rehabilitation of existing residential units, conversion of motel/hotel units, reuse of commercial spaces for housing, use of SB-9 to create additional lots, etc.

As a part of the inventory of housing sites, EMC Planning Group will consider the constraints, consistency with the General Plan, availability of water and sewer services, energy savings opportunities, fire hazards, and other constraints or policy direction of the General Plan triggered by the adoption of a new housing element. Additionally, updated maps will be prepared, as needed, to be incorporated in the updated Housing Element.

Attachment 3
Section 4.0 Scope of Work 4-7 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Task 3.5 Coordination with HCD
Once the initial draft Housing Element has been submitted for HCD review, EMC Planning Group will facilitate a minimum of two (2) meetings with HCD. These meetings are typically conducted at the 45- and 90-day mark during the review process.

Task 3.6 Goals, Policies, Programs and Quantified Objectives EMC Planning Group will reference the “Housing Element Sites Inventory Guidebook” to complete a Schedule of Action pursuant to Government Code 65583, subdivisions (c)(1-7), and (10).

During this task EMC Planning Group will develop a consolidated set of quantified objectives based on the City’s RHNA and consultation with City staff, policy makers and community members; and develop objectives that account for units produced since adoption of the RHNA, future housing units through housing programs and future private market housing units. EMC Planning Group will present goals, objectives, policies, and implementation measures to address identified housing needs and constraints, consistent with the requirements of GC Section 65583(b, c). This will carry forward successful goals, policies, and measures identified in the adopted 5th Cycle Housing Element and will provide focused updates where necessary to address the requirements of State law. This task includes ensuring updated policies and program are consistent with other element of the General Plan.

The implementation plan will identify housing policies and programs, based on public and stakeholder input, City guidance, and the needs identified in the ‘needs and constraints’ analysis.

Task 3.7 Rezoning
Based on the site analyses, EMC Planning Group will work with City staff to identify potential areas for rezoning, if necessary. This will include consideration of the State requirements for maintaining an adequate housing sites inventory throughout the eight-year planning period. EMC Planning Group will coordinate with the City’s Planning Director in his efforts to prepare ordinances to rezone land, if necessary, to High Density Residential, to accommodate the city’s RHNA requirements for low- and very low-income housing; as well as the preparation of an ordinance to allow emergency housing in at least one of the City’s existing zones.

Task 3.8 Maps
EMC Planning Group will prepare maps, as needed, to be incorporated in the updated Housing Element and related documents to ensure consistency.

Task 3.9 Draft Housing Element
This task involves preparation of the Housing Element document, which includes collating materials developed in the previous tasks, plus:
 Updating housing, population, demographic, and employment data to coincide with recent AMBAG growth projections and Census data;
Attachment 3
Section 4.0 Scope of Work 4-8 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023  Undertaking an analysis that affirmatively furthers fair housing, in compliance with Assembly Bill 686;
 Updating housing goals and policies to address compliance with State law and effectively responds to the housing needs, constraints, and key priorities identified through data gathering and analysis and the public participation process; and
 Preparing an implementation program, including quantified objectives, to address housing needs for all income levels, seniors, veterans, populations with disabilities, or special needs, and those experiencing homelessness.

EMC Planning Group will prepare and submit an administrative draft housing element for City staff review. City Staff will provide a comprehensive set of recommended changes. Once edits are complete, the team will then prepare a public review draft housing element that is made available to the public and presented to the Planning Commission and City Council. EMC Planning Group will prepare PowerPoint presentations and attend meetings/hearings. Based on the Planning Commission and City Council input, the team will then prepare a HCD review draft and submit it to HCD for the mandated review.

This task involves working closely with HCD and City Staff to respond to comments and produce a final draft housing element for final adoption. EMC Planning Group will prepare PowerPoint presentations and present the final draft document at public hearings before the Planning Commission and before the City Council (three (3) hearings total). The team will then prepare the final adopted housing element, including any changes from the public hearings, and submit it to HCD for final certification. It will also distribute the document to the applicable water/sewer district and the California Office of Planning and Research.

Task 4 General Plan Safety Element Update
This task involves preparing Safety Element updates/revisions needed to ensure consistency with recent State legislature and the Housing Element, including text, tables, maps, etc. This also includes update of the Safety Element as required by SB 379 (but does not include any update to the Local Hazard Mitigation Plan).

Task 4.1 Review of the Existing Safety Element
This task will include the assessment of the existing Safety Element to determine compliance with State Law. EMC Planning Group will review safety goals and policies to prepare new and/or revised goals and policies for safety based on recent legislation and consultation with City staff, public safety agencies, policy makers, and community members, stakeholder and workshop input. To the extent feasible, the existing policies and programs will be carried over from the current Safety Element.

Attachment 3
Section 4.0 Scope of Work 4-9 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Task 4.2 Meet with Public Safety Agencies
EMC Planning Group will facilitate meetings with appropriate public safety agencies throughout the planning process to ensure the updated Safety Element complies with local requirements and recommendations.

Task 4.3 Provide Recommendations
This task will include the preparation of a memo outlining necessary revisions to the Safety Element to comply with State Law. Such revisions may include corrections to text, maps, and/or figures in the Safety Element.

Task 4.4 Maps
EMC Planning Group will prepare maps, as needed, to be incorporated in the Safety Element and related materials.

Task 4.5 Safety Element Drafts
This task involves preparing Safety Element updates/revisions needed to ensure compliance with State Law and consistency with the housing element, including text, tables, maps, etc. This also includes update of the safety element as required by SB 379 (but does not include any update to the Local Hazard Mitigation Plan).

Task 5 (Optional) Environmental Analysis (CEQA Documentation) This task will include a draft California Environmental Quality Act (CEQA) checklist initial study assessing any new or substantially revised policies or programs in the Housing Element update.

EMC Planning Group will revise the initial study per City comments. Once City comments are addressed, EMC Planning Group will consult with City staff regarding the appropriate CEQA document, which may be one of the following: 1) an exemption; 2) an addendum to the certified General Plan EIR; 3) an initial study/mitigated negative declaration, or 4) an EIR. The budget in this proposal assumes an initial study and mitigated negative declaration, and would also be sufficient for an exemption or an addendum. If it is deemed an EIR is necessary then a budget amendment would be needed to complete the EIR.

Task 6 Public Hearings, Final Adoption, and Certification This task will include EMC Planning Group preparing a draft staff report for two (2) Planning Commission meetings and three (3) City Council meetings, including a resolution for certifying the Housing Element document and adoption of the Housing Element. The resolution will include the CEQA and project findings to support the approval. EMC Planning Group recommends implementing zoning amendments be considered at the same meeting, as necessary, for compliance with low-income housing and emergency shelter site needs. EMC Planning Group can incorporate these in the staff report prepared for the City Council hearing, however, the Scope of Work assumes the City Planning Director will finalize zoning ordinances that were prepared in Task 3.7 by the Attachment 3
Section 4.0 Scope of Work 4-10 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Planning Director or EMC Planning Group (if budget is available) for presentation to the City Council. EMC Planning Group will attend three (3) City Council and two (2) Planning Commission hearings to present the Housing and Safety Elements, highlighting the modifications from the prior Elements and answer questions regarding the 6th Cycle Housing Element Update and Safety Element Update. The City Council must approve the Housing Element as early as possible, given HCD review timelines. EMC Planning Group will then prepare the Final Draft Housing Element per directions for revisions, if any, from the City Council. One (1) electronic copy of the Final Draft Housing Element will be submitted with as copy of the City’s signed adoption resolution to HCD for certification. Also, to be provided to HCD at this time are the zoning ordinances for low-income housing sites and emergency shelter sites, along with a cover letter to be provided to the City for printing on City letterhead. HCD advises that the City should anticipate 90 days for completion of this review and certification of the Housing Element. The cover letter will request expedited review.

If further changes are requested, EMC Planning Group will revise the Final Draft Housing Element (Housing Element of the 6th Cycle) and re-submit to HCD. The scope of work does not include other than very minor adjustments to the Housing Element for this task. Following certification by HCD, prepare a Certified Housing Element that includes a copy of the City adoption and evidence of HCD certification. Provide eight (8) hard copies and one (1) electronic copy of the Certified Housing Element in English to the City.

Task 7 – General Plan Amendment
This task will include identifying content in the City’s existing General Plan that may need to be amended to ensure consistency with the Housing and Safety Elements, and to comply with State law. Such amendments may include revisions to text, tables, figures, maps, etc.

Attachment 3
Section 5.0 Deliverables 5-1 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023

5.0 Deliverables
The following is a list of deliverables that EMC Planning Group is committed to providing through the course of its work program.

Deliverables to Include Work for Both the Housing and Safety Element Update

1. Workplan – The EMC Planning Group team will develop a workplan with goals and timeframes.

2. Public Outreach & Education – The EMC Planning Group team will work with City staff to develop a public engagement plan that includes project roles, outreach activities, target audiences, and schedule. EMC Planning Group will produce a draft and final public engagement plan in word. Particular emphasis will be given to support participation of residents & others who do not typically attend public meetings and become involved in City issues.

3. Meeting Attendance – The EMC Planning Group team will work with City staff to identify the appropriate number of meetings, educational workshops with community groups, and Planning Commission & City Council workshops & public hearings.

4. Status Reports – The EMC Planning Group team will prepare monthly status reports for submittal to the staff & Planning Commission.

5. Preparation of any background technical reports. The EMC Planning Group team will identify whether technical background reports will be prepared in-house or by subcontractors. The majority of technical reports required for CEQA analysis will be prepared in-house, with the exception of transportation analysis, which will be provided by subconsultant Hexagon Transportation Inc.

6. Preparation of Notices & Staff Reports – The EMC Planning Group team will prepare all notices for workshops & public hearings; staff reports for hearings, and resolutions & ordinances as required. The Planning Department staff and/or City Attorney shall review all material prior to distribution and provide direction on local practice and City process.

7. Environmental Review – Completion of all CEQA analysis will be provided by The EMC Planning Group team, including the discussion of all issue areas, evaluation of environmental impacts, identification of potential mitigation measures, analysis of appropriate project alternatives, statement of facts & findings, and Statement of Overriding Considerations, if required.

Attachment 3
Section 5.0 Deliverables 5-2 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 Deliverables Specific to the Housing Element Update

8. Review of Current Housing Element – The EMC Planning Group team will conduct a workshop with the Planning Commission and City Council to discuss the current Housing Element, shall identify possible inconsistencies with State Law, and shall receive policy direction.

9. Draft Housing Element – The EMC Planning Group team will work with City staff, the City Council and the Planning Commission in drafting the update to the Housing Element.

Clear concise graphics, charts, and maps are necessary to communicate the policy concepts to the Community. The EMC Planning Group team will develop a program to encourage public review of draft Housing Element & Environmental/CEQA analysis. Provide one (1) electronic copy and eight (8) hard copies.

10. Public Review Draft Housing Element – Based on City staff comments, the EMC Planning Group team will prepare a Public Review Draft Housing Element. Additionally, the EMC Planning Group team will develop a program to encourage public review of draft Housing Element & Environmental/CEQA analysis. Provide one (1) electronic copy and eight (8) hard copies.

11. Preparation of the Final Housing Element – The EMC Planning Group team will make all necessary revisions to the Housing Element Update document as a result of public comments during the public review process.

12. Adoption of Housing Element – The EMC Planning Group team will present the Housing Element Update to the Planning Commission at up to two (2) public hearings. Additional hearings may be provided according to costs for time, materials, and travel. Following the hearing(s), the consultant shall make any necessary change to the document in anticipation of presentation to the Council. EMC Planning Group shall present the Final Draft of the Housing Element Update to the Council, having incorporated the public comments received at the Planning Commission. City Council presentations beyond three (3) will be billed for costs of time, materials, and travel expense.

13. Format of the Final Housing Element – The EMC Planning Group team will prepare a final, camera-ready copy of the Housing Element text, a copy of the same on a disk in a Word version format. Final Plan text, maps, and illustrations shall be submitted in an electronic format (Adobe pdf).

Deliverables Specific to the Safety Element Update

14. Review of Current Safety Element– The EMC Planning Group team will conduct a workshop with the Planning Commission, City Council to discuss the current Safety Element, shall identify possible inconsistencies with State Law, and shall receive policy direction.

15. Draft Safety Element – The EMC Planning Group team will work with City staff, the City Council and the Planning Commission in drafting the update to the Safety Element. Clear concise graphics, charts, and maps are necessary to communicate the policy concepts to the Community. The EMC Planning Group team will develop a program to encourage public review of draft Safety Element & Environmental/CEQA analysis.

Attachment 3
Section 5.0 Deliverables 5-3 EMC Planning Group
City of Carmel-by-the-Sea Housing Element Update Proposal January 2023

16. Public Review Draft Safety Element – Based on City staff comments, the EMC Planning Group team will prepare a Public Review Draft Safety Element. Additionally, the EMC Planning Group team will develop a program to encourage public review of draft Safety Element & Environmental/CEQA analysis. Provide one (1) electronic copy and eight (8) hard copies.

17. Preparation of the Final Safety Element – The EMC Planning Group team shall make all necessary revisions to the Safety Element document as a result of public comments during the public review process.

18. Adoption of Safety Element – The EMC Planning Group team will present the Safety Element Update to the Planning Commission at up to two (2) public hearings. Additional hearings may be provided according to costs for time, materials, and travel. Following the hearing(s), the consultant shall make any necessary change to the document in anticipation of presentation to the Council. The consultant shall present the Final Draft of the Safety Element Update to the Council, having incorporated the public comments received at the Planning Commission. City Council presentations beyond three (3) will be billed for costs of time, materials, and travel expense.

19. Format of the Final Safety Element – The EMC Planning Group team will prepare a final, camera-ready copy of the Safety Element text, a copy of the same on a disk in a Word version format. Final Plan text, maps, and illustrations shall be submitted in an electronic format (Adobe pdf).

Attachment 3
Attachment 3
Section 6.0 Budget and Fee Schedule 6-1 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023

6.0 Budget and Fee Schedule

6.1 Budget
The proposed itemized budget for the City of Carmel-by-the-Sea 6th Cycle Housing Element Update is presented on the following page. The cost of the project is $200,150 plus $5,995 for additional costs (such as printing, production, and travel), and a contingency of $33,000, for a total cost of $239, 145. This cost does not include the Optional CEQA task (see Section 6.3 for details).

6.2 Fee Schedule
Following the budget is a copy of the 2023 Fee Schedule for EMC Planning Group. This Fee Schedule outlines costs based on the position of the team member working on each task for the preparation of the City’s 6th Cycle Housing Element, and includes additional costs such as digital outreach, travel, and production/deliverables. Additionally, an estimate of subconsultant fees is included, but are subject to the determination of need.

6.3 Optional CEQA Budget
The budget needed for CEQA Documentation will be dependent on the strategy for the Sites Inventory. A determination of a strategy for sites must be the initial decision made by the City to enable enough time for the possibility of a full Environmental Impact Report (EIR). The draft budget includes enough hours to complete an initial study and mitigated negative declaration. If an exemption is possible, then the cost for Task 5 would reflect such savings for the City.  Categorical Exemption would cost up to $10,000.
 Initial study/mitigated negative declaration would cost up to $50,000 and is included as Optional Task 5.
 A full EIR may cost up to $150,000 or more, and would require a contract amendment for the scope and budget increase.

6.4 Subconsultants
Subconsultants will be named at a later time if determined necessary for outreach effects or CEQA documentation and public outreach support.

Attachment 3
Task
Senior Principal Principal Principal Planner Associate Planner Assistant Planner Graphics Desktop Publisher Admin/Production Staff
Michael Groves
Teri Wissler
Adam
Martin Carver Ande Flower
Kailon Thompson
Zane Mortenson
Shoshana Lutz
Kylie Pope Matt Papurello Kristina Arden Tiffany Robinson Billing Rate (Per Hour) $275.00 $250.00 $220.00 $165.00 $140.00 $140.00 $150.00 $125.00Task 1 - Project Management and Coordination 10.0 20.0 50.0 20.0 5.0 2.0 3.0 12.0 122.0 $24,980.00Task 2 - Community Outreach and Engagement 0.0 5.0 44.0 20.0 12.0 0.0 2.0 0.0 83.0 $16,210.00Task 3 - General Plan Housing Element Update Task 3.1 - Housing and Special Housing Needs 0.0 4.0 10.0 12.0 8.0 0.0 0.0 0.0 34.0 $6,300.00Task 3.2 - Housing Constraints 0.0 4.0 8.0 20.0 16.0 0.0 0.0 0.0 48.0 $8,300.00Task 3.3 - Review of Existing Housing Element 0.0 4.0 6.0 20.0 12.0 0.0 0.0 0.0 42.0 $7,300.00Task 3.4 - Sites Inventory 0.0 16.0 35.0 25.0 16.0 0.0 0.0 0.0 92.0 $18,065.00Task 3.5 - Coordination with HCD 1.0 2.0 16.0 6.0 10.0 4.0 0.0 0.0 39.0 $7,245.00Task 3.6 - Goals, Policies, Programs and Quantified Objectives 0.0 10.0 20.0 16.0 16.0 3.0 0.0 0.0 65.0 $12,200.00Task 3.7 - Rezoning 0.0 5.0 20.0 16.0 5.0 0.0 0.0 0.0 46.0 $8,990.00Task 3.8 - Maps (Housing Element) 0.0 3.0 3.0 16.0 1.0 18.0 0.0 0.0 41.0 $6,710.00Task 3.9 - Draft Housing Element 2.0 35.0 45.0 20.0 16.0 6.0 12.0 16.0 152.0 $29,380.00 Task 4 - General Plan Safety Element Update
Task 4.1 - Review of the Existing Safety Element 0.0 0.0 12.0 10.0 12.0 0.0 0.0 0.0 34.0 $5,970.00Task 4.2 - Meet with Public Safety Agencies 0.0 0.0 8.0 16.0 16.0 0.0 0.0 0.0 40.0 $6,640.00Task 4.3 - Provide Recommendations 1.0 0.0 12.0 6.0 3.0 0.0 0.0 0.0 22.0 $4,325.00Task 4.4 - Maps (Safety Element) 0.0 0.0 10.0 20.0 10.0 12.0 0.0 0.0 52.0 $8,580.00Task 4.5 - Safety Element Drafts 1.0 0.0 10.0 20.0 30.0 0.0 0.0 16.0 77.0 $11,975.00 Task 5 - Environmental Analysis (CEQA Documentation)Task 6 - Public Hearings, Final Adoption, and Certification 0.0 0.0 20.0 0.0 10.0 0.0 0.0 12.0 42.0 $7,300.00 Task 7 - General Plan Amendment 0.0 6.0 15.0 12.0 10.0 0.0 0.0 12.0 55.0 $9,680.00Subtotal (Hours) 15.0 114.0 344.0 275.0 208.0 45.0 17.0 68.0 Total Hours Total Cost Subtotal (Cost) $4,125.00 $28,500.00 $75,680.00 $45,375.00 $29,120.00 $6,300.00 $2,550.00 $8,500.00 $ $200,150.00 1,086.00 Additional Costs
Digital OutreachTravel CostsProduction Costs/DeliverablesAdministrative Overhead 10%Subtotal Subconsultant Contingency Fees*
Subconsultant For Planning and/or CEQA (TBD)Administrative Overhead 10%Subtotal Total CostsTask 5 (Optional) CEQA
Environmental Analysis (CEQA Documentation)Subtotal
*The need for subconsultant support is unknown at this time and will be determined with City Staff at a later date. This contingency is not a part of the total cost, but is strongly recommended to be approved with the contract - to allow as staff discretionary funds to be used throughout the term of the contract.

Safety Element Update
Housing Element Update
$50,000.00$50,000.00
Optional Task 5: Environmental Analysis is listed below $239,145.00
$350.00$100.00
$5,000.00
$30,000.00
$3,000.00
$33,000.00
$545.00
$5,995.00
Carmel-by-the-Sea Housing Element Update (6th Cycle) Revised 01/24/2023 EMC Planning Group Inc.

Total Cost Total Hours

FEE SCHEDULE
(Effective January 1, 2023)
Principals Hourly Billing Rate
Senior Principal .............................................................. $275.00 Principal .......................................................................... $250.00 Planners
Principal Planner ........................................................... $220.00 Senior Planner ................................................................ $195.00 Associate Planner .......................................................... $165.00 Assistant Planner ........................................................... $140.00 Biologists Monitoring Rate
Principal Biologist .......................................................... $210.00 ($150.00) Senior Biologist ............................................................... $170.00 ($130.00) Associate Biologist ......................................................... $145.00 ($120.00) Assistant Biologist .......................................................... $125.00 ($100.00) Archaeologist
Registered Professional Archaeologist ....................... $125.00 Support Staff
Desktop Publisher ......................................................... $150.00 Executive Assistant/Production Manager .................. $125.00 Administrative Assistant .............................................. $115.00 GIS/Graphics Technician .............................................. $105.00 This fee schedule is exclusive of direct reimbursable expenses, such as word processing, editing, printing, copying, travel, lodging, dining, communications, supplies, equipment rental, etc. All expenses are billed at cost plus ten percent (10%) for administration. All outside services are billed at cost plus ten percent (10%) for administration. This fee schedule is subject to revision at any time.

A retainer of up to fifty percent (50%) of the approved contract amount may be required for new clients or projects. Invoices are due and payable within 30 days. Past due balances are subject to a service charge of one and one-half percent (1.5%) per month. Service charges are in addition to approved contract amount.

Expert witness services are provided at a fifty percent (50%) mark-up.

EMC PLANNING GROUP INC.
601 ABREGO STREET, MONTERY, CA 93940
(831) 649-8399 / [email protected]
www.emcplanning.com
Attachment 3
Section 6.0 Budget and Fee Schedule 6-4 EMC Planning Group City of Carmel-by-the-Sea Housing Element Update Proposal January 2023 This side intentionally left blank.

Attachment 3
EMC Planning Group Staff Resumes A

ATTACHMENT
Attachment 3
Attachment 3
STAFF RESUME | EMC Planning Group
Ande Flower, AICP, MUP

PRINCIPAL PLANNER

EDUCATION
M.U.P. University of Washington at Seattle, WA,
Urban Planning, 2006
B.A. University of Washington at Tacoma, WA
(Graduated Magna Cum Laude), Urban Studies,
2004
University of Florida at Gainesville, FL,
Architecture Coursework, 1989 - 1993

PROFESSIONAL ACHIEVEMENTS
 HUD-sponsored Design-Build for Yakama Nation, led
by architect Michael Pyatok

CERTIFICATES AND TRAINING
 Urban Design Certificate, University of Washington –
Seattle
 Historic Preservation Certificate, University of
Washington – Seattle
 GIS Certificate, University of Washington – Tacoma
 AICP - American Institute of Certified Planners,
Professional Certification, since 2015

PROFESSIONAL EXPERIENCE
Mr. Flower joined EMC Planning Group in 2021, and has been working in the planning field since 2005. His professional experience includes project management in the municipal and private sectors. Ande is skilled in the analysis of complex development requests, ordinance updates, and the delivery of compelling presentations to Commissions, City Council,
agencies, the business community, and residents.

Prior to joining the company, Ande was principal planner for the cities of Monterey, CA and Lake Forest Park, WA where he gained extensive hands-on experience in processing review for mixed-use housing developments. In each City, reviews
resulted in well-regarded design with evolved community support.

While working with the City of Monterey, he created
opportunities for affordable housing in Monterey with new Overlay districts, access to water through advocacy, and relationship-building with developers and community leaders.

During his tenure at City of Lake Forest Park, he managed both long range and current planning activities to effectively encourage infill development proposals while respecting ecological habitat. In the private sector of Seattle (MAKERS), Ande spearheaded creation of objective design standards for Vancouver, WA.

Attachment 3
STAFF RESUME | EMC Planning Group
Kailon Thompson, MS

ASSOCIATE PLANNER

PROFESSIONAL EXPERIENCE
Kailon joined the firm in July 2022 as an Associate Planner to provide support to the Housing Element team. Primary responsibilities include the preparation of complex and detailed written housing elements, general plan updates, and other related planning documents.

In April 2021, Kailon was awarded a Master’s of Science degree from Florida State University in Urban and Regional Planning. During her academic career, she participated in numerous community engagement and outreach research projects. She was also an intern for a company through the Costa Rica Internship in Ecological and Environmental Sustainability at Florida State University where she researched development of crop production and land needs, established methods of sustainability, and assessed labor efficiency and the cost of crops for overall production.

Prior professional experience includes working as a Housing Planner Analyst for the City of Tallahassee where she analyzed and visualized housing data using ArcGIS and other visualization tools, and compiled reports according to Federal and State guidelines.

EDUCATION
M.S. Florida State University, Urban and
Regional Planning, 2021
B.S. Florida State University, International
Affairs, Minor: Social Work, 2018

RESEARCH PROJECTS
 Envisioning the Future of St. George
Island, Program Manager, Florida State
University, Jan. 2021 – May 2021
 The Great Gun Divide: Faculty Views on
Firearms, Research Assistant, Florida
State University, Feb. 2018 – Aug. 2018
 Frenchtown Heritage Hub: Kitchenshare
Program, Student Consultant, Florida
State University, Aug. 2017 – Dec. 2021
Attachment 3
STAFF RESUME | EMC Planning Group
Kylie Pope, MSP

ASSISTANT PLANNER

PROFESSIONAL EXPERIENCE
Kylie joined the firm in August 2022 as an Assistant Planner to provide support to the Housing Element team. Primary
responsibilities include the preparation of complex and detailed written housing elements, general plan updates, and other related planning documents.

In 2021, Kylie was awarded a Master’s of Science degree from Florida State University in Urban and Regional Planning. Kylie’s primary areas of expertise are in community engagement and outreach, inclusionary planning practices, and web content development and communication. Core competencies include advanced planning skills, brand management communication, report analysis and writing, social content planning, and qualitative and quantitative research management.

Prior professional experience includes working as a Planning and Communications Consultant for the American Planning Association’s Florida Chapter. Kylie’s technical proficiencies include Adobe Creative Suite, ArcGIS Pro, Canva, Google Workspace, Mailchimp, and SurveyMonkey.

EDUCATION
M.S.P.Florida State University, Urban and
Regional Planning, 2021
B.S. Florida State University, Sociology, 2018

PROFESSIONAL AFFILIATIONS
 American Planning Association, Florida
Chapter

TECHNICAL PROFICIENCIES
Adobe Creative Suite, ArcGIS Pro, Canva,
Google Workspace, Issuu, JotForm, Mailchimp,
Microsoft Office, Sprout Social, SPSS STATA,
SurveyMonkey, Wagtail CMS, WordPress
Attachment 3
STAFF RESUME | EMC Planning Group
Martin Carver, MRP, AICP

PRINCIPAL

PROFESSIONAL EXPERIENCE
Mr. Carver joined EMC Planning Group in 2019 on a part-time basis, after years of providing services to EMC Planning Group on an ad hoc basis. Mr. Carver is a certified planning professional with over 35 years of professional planning and project management experience.

His experience has focused on the preparation of comprehensive plans, housing elements, land use planning, energy and climate analysis, and zoning regulation. It also includes development of the Gonzales General Plan, General Plan EIR, and Climate Action Plan, as well as housing elements, CEQA initial studies, and
zoning/municipal code revisions. Finally, Mr. Carver has years of CEQA and NEPA experience and has prepared a full range of environmental documentation for local jurisdictions.

Mr. Carver is currently working on the San Juan Bautista Housing Element Update, San Juan Bautista zoning code revisions, a supplemental EIR for King City’s Downtown Addition Specific Plan, SB 2 applications for Sand City and the City of Gustine, and various smaller projects. His project responsibilities include project management, municipal code revisions, and public participation.

EDUCATION
M.R.P. Cornell University, Ithaca, New York,
Regional Planning
B.A. University of California, Santa Cruz,
Environmental Studies
B.A. University of California, Santa Cruz,
Politics

PROFESSIONAL CERTIFICATION
AICP - American Institute of Certified Planners,
Professional Certification

PROFESSIONAL ASSOCIATIONS
 Member, American Institute of Certified
Planners
 Member, American Planning Association
Attachment 3
STAFF RESUME | EMC Planning Group
Michael J. Groves, AICP

PRESIDENT/SENIOR PRINCIPAL

EDUCATION
B.A. University of California at Santa Barbara, Environmental Studies, 1977
B.A. University of California at Santa Barbara, Geography, 1977

PROFESSIONAL CERTIFICATION
AICP - American Institute of Certified Planners, Professional Certification, 1990-Present

PROFESSIONAL ACHIEVEMENTS AND AWARDS
 Professional Certification, American Institute of Certified Planners, 1990-Present
 Initiative Author, Initiative Measure to Allow For a Recreational Vehicle Park and other Recreational Oriented Uses in the Vicinity of the Fort Ord National Monument, Laguna Seca Raceway and Recreation Area, and the Monterey Peninsula and Monterey Bay Region.
 Awards, City of Salinas Economic Development Element, 2014  Outstanding Planning Document-Association of
Environmental Professional (2016)
 Economic Planning and Development Award of ExcellenceAmerican Planning Association, California Chapter, Northern Section (2015)
 Economic Planning and Development Award of MeritAmerican Planning Association California Chapter (2015)  Award, Fort Ord Reuse Plan Reassessment, 2012
 Best Practices Award of Merit-American Planning
Association, California Chapter, Northern Section, 2013  Award, Fort Ord Reuse Plan and EIR, 1997
 Comprehensive Planning in a Small Jurisdiction - National Planning Award for Outstanding Planning, American
Planning Association National Chapter

PROFESSIONAL ASSOCIATIONS AND

COMMUNITY INVOLVEMENT
 Member, American Planning Association
 Former Member, Monterey Peninsula Water Management
District, Policy and Technical Advisory Committees
 Former Member, Sand City Habitat Conservation Task Force  Member, Ventana Chapter, Sierra Club
 Head Coach, Monterey High School Baseball Program,
1980-Present
 President, Save Our Sports (SOS), Local Non-profit Supporting High School Baseball and Softball
 President, Foster Parent Association, Santa Cruz County  Member, Child Welfare Services Systems Improvement
Steering Committee
 Community Leadership Council - Ending Oppression Worldwide

PROFESSIONAL EXPERIENCE
Mr. Groves founded EMC Planning Group in 1978.

Through his leadership and commitment to excellence in
client service and the hiring of highly qualified
personnel, Mr. Groves has successfully established the
firm as one of the leading land use and environmental
planning firms in California.

Mr. Groves is involved in project management and
coordination of a full range of planning projects
completed by the firm. From 1995—1997, he served as
project manager for the Fort Ord Reuse Plan, a national, award-winning policy document. His focus within the
firm is on client representation for urban and regional planning projects; coastal planning efforts; conceptual design; real estate due diligence and site evaluation
studies; land use planning and permitting efforts; and
city, county, school district and special district planning and permitting. With his experience as a land use and
policy planner, Mr. Groves has provided project
management for over 750 planning projects, within more
than 150 California cities, counties, and special districts.

Attachment 3
STAFF RESUME | EMC Planning Group
Shoshana Lutz

ASSOCIATE PLANNER

PROFESSIONAL EXPERIENCE
Ms. Lutz joined the firm in 2017. Her responsibilities include writing initial studies and environmental impact reports in compliance with the California Environmental Quality Act (CEQA), providing contract staff support to governmental agencies, assisting with public outreach programs, and providing private clients with permit processing and entitlement assistance, constraints analysis, land use assessments, and feasibility analyses.

Prior to joining EMC Planning Group, Ms. Lutz worked for the City of Carmel-by-the-Sea in the Community Planning and Building Department. Her responsibilities included assisting with preliminary plan check review for building and planning applications, conducting preliminary site assessments on residential properties, and conducting preliminary design reviews in residential and commercial areas. Ms. Lutz’s experience also includes completing an internship with BuildingWise, LLC, a private consulting firm that assists organizations with commercial structures’ LEED certification.

EDUCATION
B.S. California State University Monterey Bay,
Environmental Science Technology and
Policy, Emphasis in Ecology and Natural
Resources, 2014

TRAINING
 ESRI ArcGIS Map Making and Spatial
Analysis Course

PROFESSIONAL ASSOCIATION
 Member, Association of Environmental
Professionals
Attachment 3
STAFF RESUME | EMC Planning Group
Teri Wissler Adam

VICE PRESIDENT/SENIOR PRINCIPAL

PROFESSIONAL EXPERIENCE
Ms. Wissler Adam joined the firm in 1991 and has been a principal since 2001. Her area of expertise is in California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) compliance.

Ms. Wissler Adam directs the CEQA and NEPA compliance projects for the firm. She has been responsible for a large variety of private projects, including residential, commercial, industrial, mixed-use, and large specific plan and general plan projects. She has also managed several projects for public facilities, such as recycled water projects, roadway projects, bikeway projects, bridge projects, elementary schools, high schools, and college campuses, and other public facilities, such as health clinics, landfills, child development centers, and federal research facilities. She has represented public clients throughout Monterey County, San Benito County, Santa Clara County, Merced County, San Luis Obispo County, San Mateo County, Santa Cruz County, and as far south as Los Angeles County.

EDUCATION
B.S. California Polytechnic State University
at San Luis Obispo, Business
Administration, Concentration in
Environmental Management, 1991

PROFESSIONAL ACHIEVEMENTS
 Presenter, CEQA Seminar, Lorman
Education Services
 Presenter, CEQA Workshop, Association
of Environmental Professionals
 Member, Association of Environmental
Professionals
 Contributor, Environmental Mitigation
Handbook, California’s Coalition for
Adequate School Housing, February 2009
 Past Director/President/Newsletter Editor,
Monterey Bay Area Chapter, Association
of Environmental Professionals

PROFESSIONAL ASSOCIATION
 Member, Association of Environmental
Professionals
Attachment 3
STAFF RESUME | EMC Planning Group
Zane Mortensen, MS

ASSOCIATE PLANNER

PROFESSIONAL EXPERIENCE
Mr. Mortensen joined the firm in April 2022, as an Assistant Planner to provide support in the preparation of environmental planning and land use documents for a variety of development projects such as residential sites, schools, subdivisions, specific plans, hospitals, and recreational facilities. Primary responsibilities involve conducting air quality and greenhouse gas emissions modeling and analysis, as well as the preparation of environmental review documentation in compliance with CEQA/NEPA regulatory standards.

In May 2019, he was awarded a Master’s of Science degree from the Environmental Science Graduate Program at California State University, Monterey Bay (CSUMB). During his academic career, he developed a range of skills to apply to environmental issues within the community while working on projects for both State and County entities. He also had the opportunity to participate in research focused on the development of water treatment technology aimed at remediating agricultural pollutants from local tributaries.

Upon receiving his Master’s of Science degree in Environmental Science from CSUMB, Mr. Mortensen was hired by the Rural Community Assistance Corporation to facilitate planning efforts that supported drinking water, wastewater, and stormwater
infrastructure development for low-income rural communities. His role largely involved overseeing State funded consolidation efforts between small rural community water systems and larger local utility providers.

EDUCATION
M.S. California State University Monterey Bay,
Environmental Science, 2019
B.S. California State University Monterey Bay,
Environmental Science Technology and
Policy, 2017
A.S. Cerritos College, Natural Sciences, 2015
A.A. Cerritos College, Automotive Mechanical
Repair, 2013

CERTIFICATIONS & TRAINING
 UC San Diego CEQA Practice
Certification, current enrollment
 The Safe Drinking Water Act, 2019
 Advanced Water Treatment, 2019
 Successful completion Grade I
Wastewater Plant Operator Examination,
2014

PUBLICATIONS
 Current Conditions and Restoration
Scenarios for the Carmel River and
Riparian Corridor at the Rancho Cañada
Parcel of Palo Corona Park: Carmel Valley
CA, Central Coast Watershed Studies,
March 2019
 Hydrology and Water Quality of the Big Sur
Land Trust Property in Carr Lake, Central
Coast Watershed Studies, April 2019
 Isolation of Microbial Populations with the
Ability to Use Pesticides as a Sole Carbon
Source in Multichannel Woodchip
Bioreactors under a Controlled
Environment, American Chemical Society,
October 2018
Attachment 3

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

CONSENT AGENDA
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Dave Potter, Mayor
APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Report on the Ad Hoc Committee findings and recommendations regarding the Police/Public Works Building; authorize staff to move forward with Request for Proposals (RFP) for architectural firms with a strong practice in Police Department design and rehabilitation
RECOMMENDATION:

Receive a report from the Ad Hoc Committee regarding their research into the maintenance condition and operational needs of the Police/Public Works building and recommendations for moving forward.

Direct staff to move forward with a Request for Proposals (RFP) from architectural firms with a strong practice in Police Department design and rehabilitation.

BACKGROUND/SUMMARY:

This report is submitted by Mayor Potter and Councilmember Baron.

The Ad Hoc Committee
The Ad Hoc Committee, comprised of Mayor Potter and Councilmember Baron, met several times and completed a site visit to develop our recommended approach on the Project. We met with and received input from the City Administrator, Police Chief, Acting Police Chief, Public Works Director, Community Planning and Building Director, Building Official, and our contracted Project Manager (collectively Project Team).

The Ad Hoc Committee Process
The building, which was constructed in 1968, houses the Police and Public Works Departments. The Police section of the building houses the Department’s public lobby, administrative offices, evidence storage, locker rooms, break room, 911 Emergency Dispatch Center, Emergency Operations Center (EOC), and shooting range, all located on the upper two of three levels at the north end of the combined building. Public Works spaces are located on the third floor, below grade.

At ground level, a set of plaza spaces separate the Police area from the Public Works Administration offices. The ground level of Public Works contains the public reception lobby, administrative staff workstations, and the Director’s and Forester’s offices. The lower level portion of the building contains vehicle bays in the garage, shop spaces, and shared utility systems for the combined building. The Public Works space in the third level below the Police space contains several offices, a break room/conference room, tool rooms, storage, and the 911 server.

Multiple discussions with the Project Team and our tour highlighted the need for public convenience, operational, and maintenance improvements in the Police Department side of the building. Some of these items we saw need to be dealt with immediately, some can be addressed in a more deliberative way, and some improvements could be considered important but are not required to be addressed immediately.

A secondary benefit of the tour was to show the interconnectedness of the two sections of the building’s critical components. For example, roof leaks on the police side of the building result in water moving through the building and surfacing on the walls containing the electrical panels for the whole building that are in the Public Works garage. Similarly, the building’s electrical switchgear and emergency power supply, boiler, heating-ventilating and plumbing systems are also interconnected.

The tour also demonstrated the reality that even though our initial focus was on the Police side of the building, we will also need to do a considerable amount of work on the Public Works side of the building. Finally, the tour gave us the opportunity to see the need to improve the quality of the employee workspaces. These improvements will increase employee workspace efficiency, job satisfaction, retention, and recruitment.

Ad Hoc Committee Strategy
Our recommended strategy is to direct staff to move forward with an RFP from Architecture firms with a strong practice in Police Department Design and Rehabilitation. The selected architectural firm will:

Complete an analysis of the building complex that will identify repairs and improvements and associated cost estimates that are required for the building to be safe, Identify those repairs/ improvements that are specifically required for the police function’s current occupancy,
Identify building improvements and associated costs that are required to meet the Police Officer Standards and Training (POST)/International Association of Chiefs of Police (IACP) standards of operation,
Identify the work and cost estimates necessary to meet required code upgrades generated by other work in the building as well as any desirable code upgrades, Provide an estimate of the useful life of the building for Police Department operations with the above improvements, and
Develop a plan and cost estimate for the minimum temporary facility/operations space requirements to allow the Police Department to vacate their portion of the building during construction.

The bottom line is that the Ad Hoc Committee believes that it is essential that we develop an immediate strategy to address any code, safety, and POST/IACP operational issues of the Police and common utility sections of the building.

Examples of potential Police building operational requirements and improvements follow:

Provide an improved separate ventilation system for the evidence storage room Provide ventilated evidence packaging area
Provide an appropriately equipped witness/victim Interview room Improve the physical security of building interior and exterior Provide additional lighting and security in the vehicle area Improve locker rooms to provide space for lockers and equipment storage with needed utilities and ventilation
Improve handicap access to the Police Department Lobby and handicap accessible restroom Evaluate the current EOC space and communication needs
The Police and Public Works sections of the building share multiple building maintenance issues that should be addressed. Examples of these maintenance needs follow:

The roof membrane should be inspected throughout the entire building.

Crawl spaces/interstitial spaces between floors should be inspected for standing water and other hazards.

Damp areas should be checked for mold.

Important building components should be inspected for reliability.

Ad Hoc Committee Recommendation
In summary, to move on this expeditiously, the Ad Hoc committee recommends that the staff immediately issue an RFP from Architectural firms that have a specialty practice in Public Safety design to develop a feasibility analysis, concept design and cost estimate for addressing the current building maintenance and operational shortfalls. Once an architectural firm is selected, staff will come back to Council with a recommended scope of services and fees under a new Professional Services Agreement for City Council approval through a thorough public process.

Once the architectural team’s initial work is completed, we can identify the extent of any essential safety, operational, and maintenance issues, along with updated cost estimates. With this information, we will then be able to proceed with City Council decision making regarding the desired scope of the design and the construction costs. This time-sensitive work would be separate from any potential work efforts that may be desired for the follow-on, project planning and financing process for a new facility; however, the recommended analysis will provide the factual data needed to assist Council in deciding whether to initiate the process for such a long-term, major investment.

The above recommendations, if adopted and executed, will provide important information to the community and the workforce and essential information for informed decision making by the Council.

FISCAL IMPACT:

None for this discussion.

The City Council has appropriated a total of $3.3 million for this Project in the capital project account #301- 311-00-43008. Of this amount, $2 million was allocated in FY 2021/22 to resume the prior renovation project which was put on hold at the time of the Pandemic. In FY 2022/23, and additional $1.3 million was allocated for an “expanded scope” of the project. Of this amount, a small percentage is being consumed for the 4Leaf Project Manager and for making essential safety corrections.

Once technical proposals are received from architects and evaluated by the Project Team, we will be able to provide more a precise cost estimate for the design effort and attendant cost estimates for the subsequent construction of phases.

PRIOR CITY COUNCIL ACTION:

The City Council and staff have been dealing with this Project since early 2017.

At the December 2022 meeting, the City Council appointed an Ad Hoc Committee to work with the Project Team to develop a set of recommendations on a way forward. Meanwhile, the building maintenance issues continue to be challenging. The operational issues for the Police function, building maintenance issues, and code upgrades need to be addressed as soon as possible as recommended in the report.

ATTACHMENTS:

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

PUBLIC HEARINGS
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Brandon Swanson, Community Planning & Building Director APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Consider Ordinance No. 2022-007 (first reading) amending Carmel Municipal Code (CMC) Sections 17.14.040, 17.28.010, and 17.70.020, to prohibit timeshare and fractional interest uses, as well as advertising and sale thereof, in a manner fully in conformity with the California Coastal Act (CA Section 30510) - Continued from December 6, 2022, and January 10, 2023
RECOMMENDATION:

1. Request the City Attorney to read the title of Ordinance 2022-007.

2. Waive further reading and introduce draft ordinance 2022-007 amending Carmel municipal code (CMC) sections 17.14.040, 17.28.010, and 17.70.020, to prohibit timeshare and fractional interest uses, as well as advertising and sale thereof, in a manner fully in conformity with the California Coastal Act (CA section 30510).

BACKGROUND/SUMMARY:

EXECUTIVE SUMMARY
The Carmel-by-the-Sea Municipal Code prohibits timeshares. The proposed ordinance confirms the existing prohibition of time shares, and adds new prohibitions with respect to advertisement and sale of timeshares and fractional interest ownerships. The City’s Planning Commission has recommended adoption of these amendments, with an additional recommendation for Council to have a policy level discussion in the future about whether or not timeshares should continue to be prohibited in the Village.

BACKGROUND
Existing provisions of the Carmel-by-the-Sea Municipal Code prohibit timeshare uses. Specifically, timeshares are prohibited in all zoning districts of the City, and are defined in Section 17.28.010 to include any land use that is a “timeshare project”, “time share program,” or “time share occupancy.” These are defined in Section 17.70.020 as follows:

Time-Share Occupancy. An occupancy related to the situation wherein a purchaser receives the right or entitlement in perpetuity, for life, or for a term of years or other extended term, to the recurrent, exclusive use or occupancy of a lot, parcel, unit, room(s), hotel or portion thereof, or segment of real property, annually or on some other seasonal or periodic basis, for a period of time that has been or will be allotted from the use or occupancy periods into which the time-share project which is involved has been divided. The right or entitlement to occupancy may attach in advance to a specific lot, parcel, unit, room(s) or portion of a hotel, or segment of real property, or may involve designation or selection of the same at a future time or times.

Time-Share Program. Any arrangement for a project whereby the use, occupancy, or possession of real property has been made subject to a time-share estate, use, or occupancy, whereby such use, occupancy, or possession circulates among purchasers of the time-share intervals according to a fixed or floating time schedule on a periodic basis for a specific period of time during any given year, but not necessarily for consecutive years.

Time-Share Project. A project in which a purchaser receives the right in perpetuity, for life, or for a term of years, to the recurrent, exclusive use or occupancy of a lot, parcel, unit, or segment of real property, annually or on some other periodic basis, for a period of time that has been or will be allotted for the use or occupancy periods into which the project has been divided.

As a result of recent enforcement efforts related to timeshares, City staff have reviewed the existing city code provisions and recommend that they be revised to confirm the existing prohibition, and additionally, that new prohibitions be added with respect to advertisement and sale of timeshares and fractional interest ownerships, which are treated identically under the existing City code.

On October 12th, 2022, the Planning Commission was presented these draft amendments, and received testimony from the public. Following discussion, the Commission approved a resolution recommending that the City Council adopt the ordinance as drafted by staff. The Commission also crafted an additional recital recommending that Council have a policy discussion in the near future to explore whether or not timeshares should still be prohibited in the City of Carmel-by-the-Sea. This additional recommendation arose from deliberations during the hearing, in which the Commissioners discussed the number of vacant homes in the Village and whether a form of timeshare use could present a solution to filling them. The Commission’s additional recommendation is for Council to hold a separate hearing in the near future to have a policy level discussion and decide whether or not to refer an item back to the Planning Commission to remove or modify the prohibition on timeshares in Carmel-by-the-Sea.

STAFF ANALYSIS
The changes proposed by the ordinance include:

Section 17.70.020 is modified to simplify the City’s existing definitions with respect to timeshares.

The City’s existing definitions include definitions of time-share estate, time-share use, time-share occupancy, and time-share property, which are based on similar definitions in state law (the Vacation Ownership and Time-Share Act of 2004, as set forth in Business and Professions Code section 11210 et seq.). However, the existing definitions with respect to timeshares in 17.70.020 are multiple and reference each other, and introduce unnecessary complexity into the City’s zoning regulations. While not a substantive change in the scope of the City’s regulations, the proposed ordinance would simplify definitions to prohibit the use of real property under a “time-share plan.” The definition of “time-share plan” would mean “any arrangement, plan, scheme, or similar device, whether established by membership agreement, sale, lease, deed, license, right to use agreement, articles of organization or incorporation, operating agreement or bylaws, or by any other means, whereby a purchaser, in exchange for consideration, receives the right to exclusive use of real property or portion thereof, according to a fixed or floating time schedule, for a period of time less than a full year during any given year, on a recurring basis for more than one year, but not necessarily for consecutive years.”
The code would specify that a time share plan exists “whenever such recurring rights of exclusive use to real property are created, regardless of whether such exclusive rights of use are a result of a grant of ownership rights, possessory rights, membership rights, rights pursuant to contract, or ownership of a fractional interest or share in real property, and regardless of whether they are coupled with ownership of a real property interest such as freehold interest or an estate for years in the property subject to the time-share plan.”
The code would be revised to make clear that a prohibited timeshare is created whenever any right is established for exclusive use of the property that is periodic on a recurring basis, regardless of the form. The definition of “timeshare plan” would now specifically mention that fractional ownership is one way a timeshare can be created, which is also not a substantive change. “Time-share use” and “fractional interest use” are defined to mean exactly same thing, so that it is clear to all potential violators that there is no difference between a fractional interest use and a timeshare use.

17.14.040, prohibiting timeshares in commercial zones, is modified to use the updated definitions.

17.28.010.A, prohibiting timeshares in all city zoning districts, is updated to use the updated definitions. Additional subsections are added to this section to make advertisement of timeshares subject to criminal penalties as well as the City’s administrative civil penalty process. The code also specifies that each day a violation occurs is a separate offense, for purposes of deterring violations by increasing the visibility of potential consequences.

While the existing municipal code prohibits fractionalized interest ownership, as a timeshare is created based on the allocation of exclusive rights of use to real property, the proposed code amendments would clarify the prohibition and strengthen enforcement efforts.

Additionally, the proposed ordinance would expressly prohibit the advertisement and sale of timeshares and fractional interest uses; this would allow for proactive enforcement by the City against those involved in the creation, advertisement, and sale of such prohibited land uses, rather than just the purchaser or owner of a timeshare or fractional interest use.

FISCAL IMPACT:

The staff time associated with processing this ordinance amendment is captured in the FY2022/2023 Community Planning and Building Budget.

PRIOR CITY COUNCIL ACTION:

None.

ATTACHMENTS:

Attachment 1) PC Resolution 2022-036-PC Recommending Approval Attachment 2) Draft Ord. 2022-007 REDLINE
Attachment 3) Draft Ord. 2022.007 CLEAN

CITYOF CARMEL-BY-THE-SEA

PLANNING COMMISSION
RESOLUTION NO. 2022-036-PC

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF CARMEL-BY-THE-SEA

RECOMMENDING CITY COUNCIL ADOPT ORDINANCE AMENDING MUNICIPAL CODE SECTIONS

17.14.040, 17.28.010, AND 17.70.020, TO PROHIBIT TIMESHARE AND FRACTIONAL INTEREST

USES, AS WELL AS ADVERTISING AND SALE THEREOF
WHEREAS, existing provisions of the Carmel-by-the-Sea Municipal Code prohibit timeshare uses. Specifically, timeshares are prohibited in all zoning districts of the City, and regulated by Sections 17.28.010, 17.70.020 and 17.14.040; and WHEREAS, as a result of enforcement efforts, City staff have reviewed the existing city code provisions and recommend that they be revised to confirm the existing prohibition, and additionally, that new prohibitions be added with respect to advertisement and sale of timeshares and fractional interest ownerships, which are treated identically under the existing City code; and
WHEREAS, notice of a public hearing of the Planning Commission was published on September 30th, 2022 in compliance with State law (California Government Code 65091); and WHEREAS, on October 12, 2022, the Planning Commission held a public hearing to consider draft Ordinance 2022-007 amending regulations pertaining to timeshares and receive public testimony, including without limitation, information provided to the Planning Commission by City staff and through public testimony; and
WHEREAS, the Planning Commission found that the draft Ordinance 2022-007 was consistent with the City’s General Plan, Local Coastal Plan, and all other relevant City and State codes and regulations.

WHEREAS, the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA"), together with State Guidelines (14 California Code Regulations §§ 15000, et seq., the "CEQA Guidelines") and City Environmental Regulations (CMC 17.60) require the review of certain projects for environmental impacts and preparation of environmental documents; and
WHEREAS, the Planning Commission finds that pursuant to CEQA regulations, the project will have no impact on the environment and is not considered a project requiring compliance with the California Environmental Quality Act (Section 21065 of the California Public Resources Code); and
WHEREAS, the facts set forth in the recitals are true and correct and are incorporated herein by reference.

Attachment 1

NOW, THEREFORE, BE IT RESOLVED, THAT THE PLANNING COMMISSION OF THE CITY OF CARMEL-BY-THE-SEA DOES HEREBY recommend the City Council amend municipal code sections

17.14.040, 17.28.010, and 17.70.020, to prohibit timeshare and fractional interest uses, as well as advertising and sale thereof and adopt the Update in a manner fully in conformity with the Coastal Act (CA Section 30510).

BE IT FURTHER RESOLVED, THAT THE PLANNING COMMISSION OF THE CITY OF CARMELBY-THE-SEA DOES ALSO recommend the City Council hold a separate hearing in the near future to have a policy level discussion and decide whether or not to refer an item back to the Planning Commission to remove or modify the prohibition on timeshares in Carmel-by-the-Sea.

PASSED, APPROVED, AND ADOPTED BY THE PLANNING COMMISSION OF THE CITY OF CARMEL-BY-THE-SEA this 12th day of October, 2022, by the following vote:

AYES: Delves, Allen, Bolton, LePage, Locke
NOES:

ABSENT:

ABSTAIN:

APPROVED: ATTEST:

Michael LePage, Chair Leah Young, Planning Commission Secretary Attachment 1
OAK #4875-3304-4012 v2

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
ORDINANCE NO. 2022-007

AN ORDINANCE AMENDING THE CARMEL-BY-THE-SEA MUNICIPAL CODE TO

PROHIBIT TIMESHARE AND FRACTIONAL INTEREST USES, AS WELL AS

ADVERTISING AND SALE THEREOF IN A MANNER FULLY IN CONFORMITY WITH THE COASTAL ACT (CA PUBLIC RESOURCES CODE SECTION 30510 ET SEQ.) WHEREAS, timeshares involve the division of the exclusive rights to use, possess, and occupy any real property between multiple persons, pursuant to a fixed or floating time schedule; and
WHEREAS, since at least 1988, the City of Carmel-by-the-Sea has prohibited the establishment of timeshares within the City; and
WHEREAS, the Housing Element of the City’s General Plan specifically recognizes that the City seeks to protect the stability of residential neighborhoods by promoting year-round occupancy, and to avoid depletion of residents and associated impacts on the community, City services, Goal G3-4 of the City’s Housing Element specifically requires the enforcement of the prohibitions on short-term, transient rentals and timeshares in residential dwellings; and WHEREAS, the Planning Commission of the City of Carmel-by-the-Sea reviewed the ordinance, and on October 12, 2022, determined the ordinance was consistent with the City’s General Plan, Local Coastal Plan, and all other relevant City and State codes and regulations, and having reviewed the Planning Commission’s recommendations and the relevant provisions of the General Plan, the City Council finds that the ordinance is consistent with the City’s General Plan; and
WHEREAS, recent increases in the development and sale of fractional interest ownerships have made it appropriate for the City to revisit its municipal code to clarify that fractional interest ownerships are prohibited timeshares and to also expressly prohibit the advertising and sale of prohibited timeshares and fractional interest uses.

WHEREAS, notice of the public hearing was published on November 25, 2022 in compliance with State law (California Government Code 65091), indicating the date and time of the public hearing; and
WHEREAS, on December 6, 2022, the City Council opened the a public hearing to receive public testimony regarding the draft ordinance, including without limitation, information provided by City staff and public testimony, and continued the hearing to a date certain of January 10, 2023; and
WHEREAS, on January 10, 2023, the City Council re-convened the public hearing to receive further public testimony regarding the draft ordinance, including without limitation, information provided by City staff and public testimony; and Attachment 2
OAK #4875-3304-4012 v2
WHEREAS, this decision is made based upon evidence presented to the City Council at its December 6, 2022 and January 10, 2023 hearings including, without limitation, the staff report submitted by the Community Planning and Building Department and public testimony; and
WHEREAS, the City Council did hear and consider all said reports, recommendations, attachments and testimony herein above set forth and used their independent judgement to evaluate the ordinance; and
WHEREAS, the proposed amendments are in full conformity with the City’s Local Coastal Plan and the California Coastal Act (CA Public Resources Code Section 30510 et seq.)

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA DOES ORDAIN AS FOLLOWS:

SECTION 1. CEQA Review. The City Council exercises its independent judgment and finds that this ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, Sections. 15060(c)(2), because the proposed ordinance will not result in a direct or reasonably foreseeable indirect physical change in the environment; 15061(b)(3) because the proposed ordinance is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment; and 15308 because the proposed ordinance involves regulatory actions to assure protection of the environment. Therefore, the adoption of this ordinance is exempt from CEQA and no further environmental review is necessary.

SECTION 2. Amendment to the CMC.

1. Subsection A of Section 17.14.040 is amended and restated as follows:

17.14.040 Additional Use Regulations.

A. All Uses.

1. No new structure or modification to an existing structure shall be permitted nor shall any business license be issued that would allow the creation of publicly accessible retail space occupying fewer than 200 square feet or more than 5,000 square feet unless approved through a use permit and pursuant to the adoption of findings per CMC

17.64.200, Retail Space of Less Than 200 Square Feet or Greater Than 5,000 Square Feet.

2. No timeshare uses or fractional interest uses shall be established or permitted in any zone.

3. Except in restaurants, not more than five persons in any one individually licensed business shall be engaged in the production, repair or manufacturing of goods.

4. No use shall be permitted and no process, equipment, or materials shall be employed which is found by the Planning Director or by the Planning Commission to be Attachment 2
OAK #4875-3304-4012 v2
objectionable to persons residing or working in the vicinity by reason of odor, fumes, noise, vibration, illumination, glare, unsightliness, dust, cinders, dirt, refuse, watercarried wastes or heavy truck traffic, or involve any hazard of fire or explosion.

2. Section 17.28.010 is amended and restated as follows:

17.28.010 Timeshare and Fractional Interest Uses.

A. Timeshare uses and fractional interest uses are prohibited uses within all of the zoning districts within the City.

B. Any responsible person, including but not limited to an owner of a time-share interest, management entity, agent, or broker who uses, or allows the use of, or advertises or causes to be printed, published, advertised, or disseminated in any way and through any medium, the availability for sale or use of real property in violation of this section is guilty of a misdemeanor for each day in which such accommodation is used, allowed to be used, or advertised for sale or use in violation of this chapter. Such violation shall be punishable pursuant to Chapter 1.16 (General Penalty).

C. Any responsible person, including but not limited to an owner of a time-share interest, management entity, agent, or broker who uses, or allows the use of, or advertises or causes to be printed, published advertised, or disseminated in any way and through any medium, the availability for sale or use of real property in violation of this section is subject to administrative fines and/or penalties as set forth in Chapter 18.04 (Municipal Code and Ordinance Enforcement).

D. Each day a violation of this section occurs shall constitute a separate offense, and the remedies under this section are cumulative and in addition to any and all other remedies available at law and equity.

3. “Time-Share Definitions” of Section 17.70.020 is amended to repeal the definitions of “Time-Share Estate,” “Time-Share Occupancy,” “Time-Share Program,” “Time-Share Project,” and “Vacation-Time Sharing Project,” and restated to enact the definitions of “Time-Share Plan,” “Time-Share Use” and “Fractional Interest Use” to read as follows:

17.70.020 Definitions.

The words, terms, and phrases defined in this chapter shall, for all purposes connected with this title, be construed as having the meanings respectively set forth in this chapter. ...

Time-Share Definitions.
“Time-Share Plan” means any arrangement, plan, scheme, or similar device, whether established by membership agreement, sale, lease, deed, license, right-to-use agreement, articles of organization or incorporation, operating agreement or bylaws, or by any other means, whereby a purchaser, in exchange for consideration, receives the right to exclusive use of real property or portion thereof, according to a fixed or floating time schedule, for a period of time less than a full year during any given year, on a recurring basis for more than one year, but not necessarily for consecutive years. A timeshare plan shall be deemed to exist whenever such recurring rights of exclusive use to real property are created, regardless of whether such exclusive rights of use are Attachment 2
OAK #4875-3304-4012 v2
a result of a grant of ownership rights, possessory rights, membership rights, rights pursuant to contract, or ownership of a fractional interest or share in real property, and regardless of whether they are coupled with ownership of a real property interest such as freehold interest or an estate for years in the property subject to the time-share plan. “Time-Share Use” and “Fractional Interest Use” means the use of real property or any part thereof, pursuant to a timeshare plan.

SECTION 3. Severability. If any section, subsection, phrase, or clause of this ordinance is for any reason held to be unconstitutional, such a decision shall not affect the validity of the remaining portions of this ordinance.

The City Council hereby declares that it would have passed this Ordinance and each section, subsection, phrase, or clause thereof irrespective of the fact that any one or more sections, subsections, phrases, or clauses be declared unconstitutional.

SECTION 4. Publication. The City Clerk shall publish or post this ordinance in the manner required by law.

SECTION 5. Effective Date. This ordinance shall be effective 30 days after its adoption and after approval by the California Coastal Commission.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THESEA this XX day of XX 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVE: ATTEST:
________________________ ___________________________
Dave Potter, Mayor Nova Romero, MMC, City Clerk
Attachment 2
OAK #4875-3304-4012 v2

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
ORDINANCE NO. 2022-007

AN ORDINANCE AMENDING THE CARMEL-BY-THE-SEA MUNICIPAL CODE TO

PROHIBIT TIMESHARE AND FRACTIONAL INTEREST USES, AS WELL AS

ADVERTISING AND SALE THEREOF IN A MANNER FULLY IN CONFORMITY WITH THE COASTAL ACT (PUBLIC RESOURCES CODE SECTION 30510 ET SEQ.) WHEREAS, timeshares involve the division of the exclusive rights to use, possess, and occupy any real property between multiple persons, pursuant to a fixed or floating time schedule; and
WHEREAS, since at least 1988, the City of Carmel-by-the-Sea has prohibited the establishment of timeshares within the City; and
WHEREAS, the Housing Element of the City’s General Plan specifically recognizes that the City seeks to protect the stability of residential neighborhoods by promoting year-round occupancy, and to avoid depletion of residents and associated impacts on the community, City services, Goal G3-4 of the City’s Housing Element specifically requires the enforcement of the prohibitions on short-term, transient rentals and timeshares in residential dwellings; and WHEREAS, the Planning Commission of the City of Carmel-by-the-Sea reviewed the ordinance, and on October 12, 2022, determined the ordinance was consistent with the City’s General Plan, Local Coastal Plan, and all other relevant City and State codes and regulations, and having reviewed the Planning Commission’s recommendations and the relevant provisions of the General Plan, the City Council finds that the ordinance is consistent with the City’s General Plan; and
WHEREAS, recent increases in the development and sale of fractional interest ownerships have made it appropriate for the City to revisit its municipal code to clarify that fractional interest ownerships are prohibited timeshares and to also expressly prohibit the advertising and sale of prohibited timeshares and fractional interest uses.

WHEREAS, notice of the public hearing was published on November 25, 2022 in compliance with State law (California Government Code 65091), indicating the date and time of the public hearing; and
WHEREAS, on December 6, 2022, the City Council opened the public hearing to receive public testimony regarding the draft ordinance, including without limitation, information provided by City staff and public testimony, and continued the hearing to a date certain of January 10, 2023; and
WHEREAS, on January 10, 2023, the City Council re-convened the public hearing to receive further public testimony regarding the draft ordinance, including without limitation, information provided by City staff and public testimony; and Attachment 3
OAK #4875-3304-4012 v2
WHEREAS, this decision is made based upon evidence presented to the City Council at its December 6, 2022 and January 10, 2023 hearings including, without limitation, the staff report submitted by the Community Planning and Building Department and public testimony; and
WHEREAS, the City Council did hear and consider all said reports, recommendations, attachments and testimony herein above set forth and used their independent judgement to evaluate the ordinance; and
WHEREAS, the proposed amendments are in full conformity with the City’s Local Coastal Plan and the California Coastal Act (Public Resources Code Section 30510 et seq.)

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA DOES ORDAIN AS FOLLOWS:

SECTION 1. CEQA Review. The City Council exercises its independent judgment and finds that this ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, Sections. 15060(c)(2), because the proposed ordinance will not result in a direct or reasonably foreseeable indirect physical change in the environment; 15061(b)(3) because the proposed ordinance is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment; and 15308 because the proposed ordinance involves regulatory actions to assure protection of the environment. Therefore, the adoption of this ordinance is exempt from CEQA and no further environmental review is necessary.

SECTION 2. Amendment to the CMC.

1. Subsection A of Section 17.14.040 is amended and restated as follows:

17.14.040 Additional Use Regulations.

A. All Uses.

1. No new structure or modification to an existing structure shall be permitted nor shall any business license be issued that would allow the creation of publicly accessible retail space occupying fewer than 200 square feet or more than 5,000 square feet unless approved through a use permit and pursuant to the adoption of findings per CMC

17.64.200, Retail Space of Less Than 200 Square Feet or Greater Than 5,000 Square Feet.

2. No timeshare uses or fractional interest uses shall be established or permitted in any zone.

3. Except in restaurants, not more than five persons in any one individually licensed business shall be engaged in the production, repair or manufacturing of goods.

4. No use shall be permitted and no process, equipment, or materials shall be employed which is found by the Planning Director or by the Planning Commission to be objectionable to persons residing or working in the vicinity by reason of odor, fumes, Attachment 3
OAK #4875-3304-4012 v2
noise, vibration, illumination, glare, unsightliness, dust, cinders, dirt, refuse, watercarried wastes or heavy truck traffic, or involve any hazard of fire or explosion.

2. Section 17.28.010 is amended and restated as follows:

17.28.010 Timeshare and Fractional Interest Uses.

A. Timeshare uses and fractional interest uses are prohibited uses within all of the zoning districts within the City.

B. Any responsible person, including but not limited to an owner of a time-share interest, management entity, agent, or broker who uses, or allows the use of, or advertises or causes to be printed, published, advertised, or disseminated in any way and through any medium, the availability for sale or use of real property in violation of this section is guilty of a misdemeanor for each day in which such accommodation is used, allowed to be used, or advertised for sale or use in violation of this chapter. Such violation shall be punishable pursuant to Chapter 1.16 (General Penalty).

C. Any responsible person, including but not limited to an owner of a time-share interest, management entity, agent, or broker who uses, or allows the use of, or advertises or causes to be printed, published advertised, or disseminated in any way and through any medium, the availability for sale or use of real property in violation of this section is subject to administrative fines and/or penalties as set forth in Chapter 18.04 (Municipal Code and Ordinance Enforcement).

D. Each day a violation of this section occurs shall constitute a separate offense, and the remedies under this section are cumulative and in addition to any and all other remedies available at law and equity.

3. “Time-Share Definitions” of Section 17.70.020 is amended to repeal the definitions of “Time-Share Estate,” “Time-Share Occupancy,” “Time-Share Program,” “Time-Share Project,” and “Vacation-Time Sharing Project,” and restated to enact the definitions of “Time-Share Plan,” “Time-Share Use” and “Fractional Interest Use” to read as follows:

17.70.020 Definitions.

The words, terms, and phrases defined in this chapter shall, for all purposes connected with this title, be construed as having the meanings respectively set forth in this chapter. ...

Time-Share Definitions.
“Time-Share Plan” means any arrangement, plan, scheme, or similar device, whether established by membership agreement, sale, lease, deed, license, right-to-use agreement, articles of organization or incorporation, operating agreement or bylaws, or by any other means, whereby a purchaser, in exchange for consideration, receives the right to exclusive use of real property or portion thereof, according to a fixed or floating time schedule, for a period of time less than a full year during any given year, on a recurring basis for more than one year, but not necessarily for consecutive years. A timeshare plan shall be deemed to exist whenever such recurring rights of exclusive use to real property are created, regardless of whether such exclusive rights of use are a result of a grant of ownership rights, possessory rights, membership rights, rights Attachment 3
OAK #4875-3304-4012 v2
pursuant to contract, or ownership of a fractional interest or share in real property, and regardless of whether they are coupled with ownership of a real property interest such as freehold interest or an estate for years in the property subject to the time-share plan. “Time-Share Use” and “Fractional Interest Use” means the use of real property or any part thereof, pursuant to a timeshare plan.

SECTION 3. Severability. If any section, subsection, phrase, or clause of this ordinance is for any reason held to be unconstitutional, such a decision shall not affect the validity of the remaining portions of this ordinance.

The City Council hereby declares that it would have passed this Ordinance and each section, subsection, phrase, or clause thereof irrespective of the fact that any one or more sections, subsections, phrases, or clauses be declared unconstitutional.

SECTION 4. Publication. The City Clerk shall publish or post this ordinance in the manner required by law.

SECTION 5. Effective Date. This ordinance shall be effective 30 days after its adoption and after approval by the California Coastal Commission.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THESEA this XX day of XX 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVE: ATTEST:
________________________ ___________________________
Dave Potter, Mayor Nova Romero, MMC, City Clerk
Attachment 3

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 7, 2023

ORDERS OF BUSINESS
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Brian Pierik, City Attorney
APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Receive an Update on the AB 2449 Teleconferencing Rules for Attendance at Meetings of Legislative Bodies
RECOMMENDATION:

Receive an update from the City Attorney on the AB 2449 teleconferencing rules for attendance at meetings of legislative bodies.

BACKGROUND/SUMMARY:

This Staff Report will address the teleconferencing rules for attendance at meetings of legislative bodies.

Teleconferencing is sometimes referred to as virtual or remote attendance.

AB 2449 amended Government Code Section 54953 of the Brown Act and became effective on January 1, 2023. AB 2449 provides an additional procedure for members of legislative bodies to attend public meetings remotely. With the adoption of AB 2449, there are currently the following three methods for attending a meeting of a legislative body by teleconferencing:

1. The “traditional” teleconferencing rules in Government Code Section 54953 (b) effective now and in the future unless amended by the Legislature.

2. AB 361 which is codified in Government Code Section 54953 (e) and has special rules for teleconferencing that are different than the “traditional” teleconferencing rules. Note that AB 361 will expire on January 1, 2024 and will also apply only so long as the State’s declaration of emergency remains in effect. According to a press release issued on October 2022, Governor Newsom is expected to end the Declaration of Emergency on February 28, 2023.

3. AB 2449 rules as described below effective January 1, 2023. AB 2449 does not prevent legislative bodies from continuing to have hybrid meetings to allow the public to attend meetings remotely, it only impacts when a member of a legislative body may attend a meeting remotely.

TRADITIONAL TELECONFERENCING RULES
The “traditional” teleconferencing rules are found in Government Code Section 54953(b) and are set forth in Attachment 1 to this Staff Report.

AB 361 TELECONFERENCING RULES
The “AB 361” rules are found in Government Code Section 54953(e) and are set forth in Attachment 2 to this Staff Report.

AB 2449 TELECONFERENCING RULES
The “AB 2449” rules are found in Government Code Section 54953(f) and are set forth in Attachment 3 to this Staff Report.

Under AB 2449, members of a legislative body may attend public meetings remotely without identifying their teleconference site on the agency’s agenda or ensuring it is accessible to the public if the procedures below are followed.

As long as a quorum of the legislative body participates in person from a physical location open to the public, the remaining agency members can participate remotely in two situations:

1. Just Cause
Just cause is defined as any one of the following:
childcare or caregiving of a child, parent, grandparent, grandchild, sibling, spouse, or domestic partner that requires a member to participate remotely;
a contagious illness that prevents a member from attending in person; a need related to a physical or mental disability; or
travel while on business of the legislative body or another state or local agency.

In order to participate remotely under the just cause provisions, the member must notify the legislative body at the earliest possible opportunity, including at the start of a meeting, of their need to participate remotely and provide a general description of the circumstances related to one of the four items above.

A member may only participate remotely under the just cause provisions up to two meetings per calendar year.

2. Emergency Circumstances
Emergency circumstances means a physical or family medical emergency that prevents a member from attending in person.

In order to participate remotely under the emergency circumstances provisions, the member must request that the legislative body allow them to participate in the meeting remotely because of emergency circumstances and the legislative body must take action to approve the request.

A member must make a request to participate remotely under the emergency circumstances provisions as soon as possible. The legislative body may take action on this request at the earliest opportunity. If the request does not allow sufficient time to place it on the agenda for the meeting for which the request is made, the legislative body may take action on the request at the beginning of the meeting by majority vote.

The legislative body must request a general description of the circumstances relating to the member’s need to appear remotely. This description does not have to be more than 20 words and the member does not have to disclose any personal medical information.

Additional Rules if Members Participate Remotely
If agency members participate remotely under this new law for either the just cause or emergency circumstances situations described above then the following rules apply:

1. The legislative body must provide a way for the public to remotely hear, visually observe, and remotely address the legislative body, either by a two-way audiovisual platform or a two-way telephonic service and a live webcasting of the meeting.

2. The legislative body must provide notice of how the public can access the meeting and offer comments.

3. The agenda must identify and include an opportunity for the public to attend and directly address the legislative body through a call-in option, an internet-based service option, and in-person at the location of the meeting.

4. The body cannot require comments to be submitted before the start of the meeting. The public must be allowed to make “real time” public comment.

5. If there is a disruption to the meeting broadcast or in the ability to take call-in or internet-based public comment, no further action can be taken on agenda items until the issue is resolved.

6. The legislative body must implement a procedure for receiving and resolving requests for reasonable accommodations for individuals with disabilities, and must give notice of these procedures.

7. Members participating remotely must participate through both audio and visual technology.

8. Members participating remotely must publicly disclose at the meeting before any action is taken whether any other individuals 18 years of age or older are present in the room at the remote location with the member and the general nature of the member’s relationship with the individual.

9. A member may not participate in meetings solely by teleconference under this law for more than three consecutive months or 20% of the regular meetings for the public agency within a calendar year. If the legislative body regularly meets less than 10 times a year, a member may not participate remotely for more than two meetings.

CONCLUSION
In addition to teleconferencing under the rules set forth in AB 2449 as described above, legislative bodies may still meet via teleconference by following the traditional Brown Act rules of identifying the teleconference site on the agency’s agenda and ensuring it is accessible for the public to attend.

Further, legislative bodies may meet by teleconference under AB 361 until January 1, 2024 or until the Governor ends the Declaration of Emergency which is expected to occur on February 28, 2023.

The City may continue to allow the public to attend meetings of the legislative bodies virtually (remotely).

FISCAL IMPACT:

No direct fiscal impact for this action.

PRIOR CITY COUNCIL ACTION:

Adoption of Resolutions to implement AB 361.tion of
ATTACHMENTS:

Attachment 1) Government Code Section 54953 (b) – “Traditional” teleconferencing rules Attachment 2) Government Code Section 54953 (e) – AB 361 rules Attachment 3) Government Code Section 54953 (f) -- AB 2449 rules ATTACHMENT 1
“TRADITIONAL” TELECONFERENCING RULES OF GOVERNMENT CODE SECTION 54953(b).
(b)(1) Notwithstanding any other provision of law, the legislative body of a local agency may use teleconferencing for the benefit of the public and the legislative body of a local agency in connection with any meeting or proceeding authorized by law. The teleconferenced meeting or proceeding shall comply with all otherwise applicable requirements of this chapter and all otherwise applicable provisions of law relating to a specific type of meeting or proceeding.
(2) Teleconferencing, as authorized by this section, may be used for all purposes in connection with any meeting within the subject matter jurisdiction of the legislative body.

All votes taken during a teleconferenced meeting shall be by rollcall. (3) If the legislative body of a local agency elects to use teleconferencing, it shall post agendas at all teleconference locations and conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties or the public appearing before the legislative body of a local agency. Each teleconference location shall be identified in the notice and agenda of the meeting or proceeding, and each teleconference location shall be accessible to the public. During the teleconference, at least a quorum of the members of the legislative body shall participate from locations within the boundaries of the territory over which the local agency exercises jurisdiction, except as provided in subdivisions (d) and (e). The agenda shall provide an opportunity for members of the public to address the legislative body directly pursuant to Section 54954.3 at each teleconference location.
(4) For the purposes of this section, “teleconference” means a meeting of a legislative body, the members of which are in different locations, connected by electronic means, through either audio or video, or both. Nothing in this section shall prohibit a local agency from providing the public with additional teleconference locations.

Attachment 1
ATTACHMENT 2
“AB 361” TELECONFERENCING RULES OF GOVERNMENT CODE SECTION 54953(e). (e)(1) A local agency may use teleconferencing without complying with the requirements of paragraph (3) of subdivision (b) if the legislative body complies with the requirements of paragraph (2) of this subdivision in any of the following circumstances:
(A) The legislative body holds a meeting during a proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing.
(B) The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, whether as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees. (C) The legislative body holds a meeting during a proclaimed state of emergency and has determined, by majority vote, pursuant to subparagraph (B), that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.
(2) A legislative body that holds a meeting pursuant to this subdivision shall do all of the following:
(A) The legislative body shall give notice of the meeting and post agendas as otherwise required by this chapter.
(B) The legislative body shall allow members of the public to access the meeting and the agenda shall provide an opportunity for members of the public to address the legislative body directly pursuant to Section 54954.3. In each instance in which notice of the time of the teleconferenced meeting is otherwise given or the agenda for the meeting is otherwise posted, the legislative body shall also give notice of the means by which members of the public may access the meeting and offer public comment. The agenda shall identify and include an opportunity for all persons to attend via a call-in option or an internet-based service option. This subparagraph shall not be construed to require the legislative body to provide a physical location from which the public may attend or comment.
(C) The legislative body shall conduct teleconference meetings in a manner that protects the statutory and constitutional rights of the parties and the public appearing before the legislative body of a local agency.
(D) In the event of a disruption which prevents the public agency from broadcasting the meeting to members of the public using the call-in option or internet-based service option, or in the event of a disruption within the local agency's control which prevents members of the public from offering public comments using the call-in option or internetbased service option, the body shall take no further action on items appearing on the meeting agenda until public access to the meeting via the call-in option or internet-based service option is restored. Actions taken on agenda items during a disruption which Attachment 2
prevents the public agency from broadcasting the meeting may be challenged pursuant to Section 54960.1.
(E) The legislative body shall not require public comments to be submitted in advance of the meeting and must provide an opportunity for the public to address the legislative body and offer comment in real time. This subparagraph shall not be construed to require the legislative body to provide a physical location from which the public may attend or comment.
(F) Notwithstanding Section 54953.3, an individual desiring to provide public comment through the use of an internet website, or other online platform, not under the control of the local legislative body, that requires registration to log in to a teleconference may be required to register as required by the third-party internet website or online platform to participate.
(G)(i) A legislative body that provides a timed public comment period for each agenda item shall not close the public comment period for the agenda item, or the opportunity to register, pursuant to subparagraph (F), to provide public comment until that timed public comment period has elapsed.
(ii) A legislative body that does not provide a timed public comment period, but takes public comment separately on each agenda item, shall allow a reasonable amount of time per agenda item to allow public members the opportunity to provide public comment, including time for members of the public to register pursuant to subparagraph (F), or otherwise be recognized for the purpose of providing public comment. (iii) A legislative body that provides a timed general public comment period that does not correspond to a specific agenda item shall not close the public comment period or the opportunity to register, pursuant to subparagraph (F), until the timed general public comment period has elapsed.
(3) If a state of emergency remains active, or state or local officials have imposed or recommended measures to promote social distancing, in order to continue to teleconference without compliance with paragraph (3) of subdivision (b), the legislative body shall, not later than 30 days after teleconferencing for the first time pursuant to subparagraph (A), (B), or (C) of paragraph (1), and every 30 days thereafter, make the following findings by majority vote:
(A) The legislative body has reconsidered the circumstances of the state of emergency. (B) Any of the following circumstances exist:
(i) The state of emergency continues to directly impact the ability of the members to meet safely in person.
(ii) State or local officials continue to impose or recommend measures to promote social distancing.
(4) For the purposes of this subdivision, “state of emergency” means a state of emergency proclaimed pursuant to Section 8625 of the California Emergency Services Act (Article 1 (commencing with Section 8550) of Chapter 7 of Division 1 of Title 2).

Attachment 2












 
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Attachment 3












 
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Attachment 3
Attachment 1
Attachment 1
Attachment 1
Nova Romero <[email protected]>
Fwd: Public Comment for Time Share Ordinance
2 me age
Chip Rerig <[email protected]> Thu, Jan 5, 2023 at 9:21 AM To: Nova Romero <[email protected]>
Cc Brandon Swan on b wan on@ci carmel ca u , Ma ine Gullo mgullo@ci carmel ca u , "Pierik, Brian A " < >, "Rudin, Sergio A."
Please resend to Council, NR. Thank you.

Take good care
Chip Rerig, City Administrator
City of Carmel-by-the-Sea
831 620 2058
---------- Forwarded message ---------
From Mike Coughlin
Date: Wed, Jan 4, 2023 at 4:28 PM
Subject: Public Comment for Time Share Ordinance
To: [email protected] <[email protected]>
Cc
Dear Mr. Rerig:

We sent a version of the e-mail below to each Council Member, but can you please include this letter in meeting minutes for public comment on the Time Share Ordinance item?
Thanks,
Mike Coughlin
Dear Mayor and Council Members:

My wife, Anne, and I are 25% co-owners of a home in Carmel located near the corner of 13th and Dolores. It is the house that is currently managed for us by Pacaso, and I think has been a catalyst for the Ordinance that you will consider on December 6th.

I would appreciate the opportunity to speak with you personally to clear up significant misconceptions about the ownership of our home, and to share Anne’s and my deep history in Carmel and our experience as owners of this home on Dolore
Attachment 2
First, we live in Denver, Colorado, our hometown. As a 25% owner of our home on Dolores, we currently spend about 3 months per year in Carmel-by-the-Sea, typically 1 month at a time. But our history visiting Carmel actually goe back more than 45 year ago when my Mom and Dad began our family’ tradition of ummer vacation in Carmel For all my high school years, my folks would load the family in the station wagon, and we would drive out to Carmel-bythe-Sea and stay in a house they rented for the month of August. I attended college in the Bay area, and during my college years, our family would gather for Thanksgiving weekend in Carmel.

My wife, Anne, had never been to Carmel by the Sea before we were married, but I convinced her that he would love it and we decided to spend our honeymoon in the town, 29 years ago in February. As I expected, she was hooked.

Once our two children were 8 and 9 years old respectively, we decided to spend our own family vacations in town, which was another huge hit. For the succeeding 15 years, Carmel was our family’s spring vacation, and sometimes our summer vacation too. About 8 years ago when the kids were off to college, Anne and I began annual trips to Carmel for 4-6 weeks at a time, a tradition that we only mi ed one time during the wor t of the COVID pandemic We were thrilled when we made the deci ion to purcha e in Carmel and to e pand our time in town to 3+ month per year, which has allowed us to share the Carmel experience with friends and family, and to become even more cemented into the fabric of the community.

We have literally spent hundreds and hundreds of nights in Carmel over the past 28 years and are thrilled to be spending 100+/- nights per year in our Carmel home in the years ahead.

Given our deep connections and fondness for the town, you can imagine our concern over the proposed ordinance that would effectively criminalize the hared owner hip of home in Carmel by the Sea There mu t be everal hundred couples, like Anne and me, that own a 25% interest in a home, and it makes no sense to me why this common form of home ownership would suddenly become unwelcome.

There appears to be an effort to make a distinction that homes that are shared among owners are problematic IF the homeowners choose to share the home according to a schedule, which generally has one owner at a time in the home, in tead of having a come one come all, open door policy I believe strongly that most of the hundreds of co-owned homes in Carmel MUST share the home according to a schedule so that each owner gets full use of the home to accommodate their own needs and have space and bedrooms for their family and guests, and that such scheduling is equitable and generally relative to each share of ownership. Those chedule may be et by an annual pa ing around of a calendar and writing name down, through the u e of Google or Outlook calendars, by a “draft” or lottery, or by any number of other systems, but I believe that the schedules are used and formalized because no owner really wants to show up with family and armloads of Christmas packages to their house for the Holidays only to find out that another family (or two, or three) is already there using all available beds. [I watched the Planning Meeting in October when this ordinance was discussed, and Commissioner Robert Delves shared that these arrangements are commonplace and even his next-door neighbor is one example of a co-owned home that is shared in exactly this way, through a schedule. I believe he mentioned that he knows of at least 3 co-owned homes on his very block]. My parents co-owned a home in Vail, Colorado with 3 other families for about 25 years when I was young. It operated e actly a outlined above, with a chedule to coordinate when each family could u e the hou e and with an equitable sharing (both for the use of the home and the responsibility for expenses), including the sharing and rotation of the prime days of the year, like the Holidays and spring break.

That is exactly what we, the owners of the home on Dolores, do. We use a schedule so that we can respect each other’s use of the home and so that we can make plans for when we visit our second home. When you dig deeper into all the other home owned by partner hip , tru t and LLC in Carmel, I am certain that you will find that in mo t ca e tho e owners use essentially the same approach, perhaps with greater or lesser use of technology to accomplish the same result.

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We are also the same as other homeowner groups in Carmel in other regards. We share the expenses of the home. We hire a management company to help manage our property and to keep it in top condition. We collectively make decisions about if and when we want to make change to our home or to add amenitie and furni hing We take pride in our home. We take care of our home.

Finally, I wanted to share what Anne and I do when we are in Carmel and what we have done during our visits over the last 28 years:

We dine out, 2 or 3 times per day (!), at restaurants, bakeries, and delis in town.

We walk the beach. We ride bikes. We golf. We hike at Point Lobos. We walk the Mission Trail.

We attend performance at The Sun et Center and Fore t Theatre We go to Mass at The Mission.

We buy produce at the Farmer’s Market.

We shop. Our 25th anniversary present to each other was a piece of art from a Carmel gallery.

We share the Carmel experience with our family and friends.

We view ourselves as members of the Carmel community and are so proud to own our 2nd home here.

I urge you to reject City Staff's recommendations for City Council's consideration of Ordinance 2022-007 amending "Timeshare and Fractional Interest Uses", and instead have a conversation with companies such as Pacaso who professionally manage co-owned homes like mine and work together to create a policy that supports all homeowners in Carmel
Sincerely,
Mike Coughlin
Nova Romero nromero@ci carmel ca u Thu, Jan 5, 2023 at 11 53 AM To: Dave Potter <[email protected]>, Bobby Richards <[email protected]>, Jeff Baron <[email protected]>, Karen Ferlito <[email protected]>, Alissandra Dramov Alissandra Dramov <[email protected]>
Nova Romero, MMC
City Clerk
City of Carmel-by-the-Sea
P.O. Box CC
Carmel-by-the-Sea, CA 93921
(831) 620-2016
[email protected]
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Dear Honorable City Councilmembers,
My name is Andreas Madsen and I am the Chief Revenue Officer of Pacaso, a real estate company that manages a single residential property that is co-owned by second homeowners in Carmel. l've written to you before, introducing myself and sharing the history of my formative years in the village, as well as attending the December 6th City Council meeting in hopes of introducing myself to City Staff and further showing my commitment to building a stronger working relationship with you.

To reiterate that commitment today: lt is our belief that working together, alongside Carmel's residents, neighbors, business owners, and our real estate community we can produce the best results for Carmel. I recognize we (Pacaso) should have been having these conversations much earlier in the process with each of you and the local community. That is a miss on our part, but please don't let that impact the opportunity we have now to connect and communicate openly. I am more than happy to make myself or any willing Pacaso homeowners available to further explain Pacaso's business model and our approach to being good neighbors in communities like Carmel.

On Tuesday, January 1Oth at the next City Council meeting, you'll be presented with the first reading of a proposed ordinance expanding the definition of timeshare in the cityl code to incorporate any fractional ownership arrangements by way of an LLC, trust, or similar vehicle. I am writing to you today to ask that you reject the proposed modifications to the timeshare ordinance passed by the Planning Commission and work with Pacaso, neighbors, homeowners, and the real estate industry on a policy solution to address professionally managed co-owned housing. At a minimum, we ask that you consider directing staff to establish a working group for co-owned housing and continue the item until the working group can come back with a recommendation that benefits both full and part-time homeowners in the village.

During the Planning Commission meeting on October 121h,2022 we heard from one Commissioner who raised the concern around aligning fractional ownership by way of an LLC, trust or similar vehicle with "timeshare', running the risk of sweeping in nearly 1 57o of the homes in the village who ceown their homes this way, and share them according to a schedule. We've also heard from the Monterey County Association of Realtors that raised the concern that nearly 600 homeowners who co-own their homes in a fractional interest ownership will be subjected to this ordinance which infringes on homeownership rights in Carmel. Perhaps establishing guardrails around this common practice in Carmel is the right next step, so let's work together for the benefit of all homeowners. Rather than rushing through this opportunity, lets develop a working group that includes input from stakeholders in the village to better understand fractional ownership, and come up with a recommendation that includes, not excludes, hundreds of homeowners who love Carmel-by-theSea.

City ol Carmel-By-The-Sea
JAN 0 6 2023
office or the city clefk
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I hope this letter reaches you before Tuesday's City Council meeting and you have the chance to consider our request beforehand. I look forward to speaking with you on Tuesday.

Thank you for your time and consideration.

A^lrear ir/elte"
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We were the first owners to stay at the house and in early June 2021 we turned onto our street and drove to the house.

However, a we did o we noticed that many of the neighbor had placarded their yard with anti Paca o ign Thi wa the first we knew about the anti Pacaso movement that had just emerged in Napa Valley and it was very upsetting to us.

The many signs were geared not just to banning Pacaso from operating in Saint Helena but also at the new owners who were by default included. I have a very strong stomach for negativity and don’t let it bother me, but I have to say that the vitriol and the lie and the accu ation that were leveled at u were very up etting Here I wa , an up tanding member of the community with a business in town, grandchildren in the school district, attending and tithing to the local church and supporting and donating to local non profit organizations, Yet I was not welcomed into the neighborhood, rather my family was rejected and made to feel sheepish and self conscious every time we arrived or departed from the home. We were made to feel that we were di rupting the community, that we were blocking legitimate full time re ident from living in the house. Then to make matters worse The City Council voted to adopt legislation that effectively criminalized us for exercising our legitimate freedom to own property. Thanks to that legislation we are now subject to a $1,000 fine for every night we stay in our own home and or two years in prison for using it. Please bear in mind that we purchased the property before any of thi wa in play, yet the City till eek to backdate the legi lation to penalize u When I saw that Carmel City Council was moving to enact similar legislation to Saint Helena I knew I had to use my voice to help legislators understand that this issue should not be heard from one side only. When I attended via Zoom the Public Hearing of the Planning Commi ion on October 16th 2022 it became clear to me that it had been drafted by a heavily biased mindset in favor of the anti Pacaso campaign and that Staff was anxious to push it through very quickly.

Thanks to mine and others giving testimony we were able to get the motion sent back to the Council for further consideration and review. Then at the subsequent next two City Council meetings the item was continued until February 6th
The anti Pacaso activists have carefully crafted a narrative that scares residents with the baseless idea that a Pacaso home in their neighborhood would have a negative impact on the community. They say that it would bring additional noi e, parking and be a revolving door of tran ient occupier with no intere t in the community I think we can all afely say that none of us would wish this on any community and therein lies the strength of their argument. By campaigning loud and hard before Pacaso was able to establish a track record, they were able to claim a kind of first mover advantage which is rapidly loosing credibility as communities wake up to find out that the experience of having Pacaso in their communitie i oddly plea ant The home are beautiful, well maintained with groomed land caping and thoughtful happy owners that come back time and time again, year in year out to enjoy their own property and contribute to the city by eating out and spending in stores. For example, the house I own in Saint Helena was left empty for several years before being transformed into a vibrant home that is enjoyed year round by real people. Likewise the Pacaso home on Dolores in Carmel, i now enjoyed by regular re ident and ha had zero complaint levied again t it from neighbor , which i hardly surprising considering the quality of its residents.

Councilor Baron told me that his motivation for backing the motion was that he wanted Carmel to be a residential community, to return to it’ quirky root a a village by the ea where folk would walk their dog to the po t office and enjoy all that the town has to offer residents. So I asked him if he would rather have the house on Dolores empty year round or occupied. He answered me without hesitation, “Empty!” then qualified that statement by saying: “If the alternative to being empty was that it was a Pacaso home”. This exchange highlights the dilemma around this ordinance. Carmel has been loo ing re ident ince 1989 and now large number of propertie remain empty year round It’ a trave ty for the city and for the businesses operating here. Now in 2022 a company comes along with the best solution to Carmel’s residential decline that we have ever seen and instead of supporting it, the City stands against it.

Let me a k in clo ing, Who are the con tituent that are being appea ed with thi ordinance? Are they more important than the facts? More important than the character of the town in the future? More important than people like me who own these kinds of houses and are being criminalized, discriminated against and run out of town? Plea e rethink your po ition and vote to make Carmel a welcoming, upportive community that value people above empty property.

I would love to hear back from you on this soon, preferably with a face to face meeting or a phone call.

I respect all your hard work and selfless service for the City of Carmel which we all love.

Thank you for reading,
Sincerely
Simon Bull
Owner
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wording, re-defines Timeshares to be “…any arrangement … established ... by any means … whereby a purchaser … receives the right to exclusive use of real property … according to a … schedule.” So second homeowners, like hundreds of us in Carmel, would not be allowed to agree to a schedule to describe which family i u ing the hou e, and when And that would be a huge problem becau e mo t co owned homeowner in Carmel use a schedule to rotate holidays, for example, and to allow each owner the full use their home, from time-to-time, for their own families and guests. This arrangement is commonplace in Carmel. As one Carmel-by-the-Sea Planning Commissioner stated at the October 2022 Planning Commission meeting on this topic, “A whole bunch of citizens will be in a position of being guilty of a misdemeanor if this passes ” Co owner hip i really not the ame a "a time hare" and I urge you to oppo e thi ordinance which lump the e together as equivalents. Anne and I are very much in favor of robust and effective good neighbor policies. We ask you to reject this ordinance and instead place the efforts of the council and staff there to truly be of most service to all homeowners in the village.

Regards,
Mike Coughlin
Denver, CO
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