Agenda packet — Carmel-by-the-Sea City Council, February 4, 2025 (part 2 of 2)

Attachment 1
reading, sports, and eSports performance, and use of computer and mobile screens.

Oneeros, Inc.

Business Strategy Consultant/Interim CEO
2013 - 2015 (2 years)
Prepared business strategy, plans, and financial projections for innovative medical device start-up for sleep apnea detection and monitoring. Helped hire CEO and other key HR tasks.

Four Dads Foods, Inc
President
2011 - 2012 (1 year)
Led an early stage start-up in the food industry, including product planning, branding, financial projections, financing, and manufacturing planning.

IBM
14 years
Manager, ISV Business Strategy and Enablement
January 2008 - December 2010 (3 years)
Managed team responsible for major IBM alliance software partner relationship. Integrated partner software with IBM servers/storage and associated virtualization technology. Developed business development strategy and oversaw ongoing business development activities.

Manager, Software Development
November 2004 - December 2007 (3 years 2 months)
Managed team developing new software technology to ease use and migration. Successfully developed and demonstrated proof of technology, then integrated technology into ongoing product versions.

Manager, Strategy and Planning
November 2003 - November 2004 (1 year 1 month)
Managed team that developed strategic directions and plans across a rapidly growing software product portfolio. Evaluated market information, formulated detailed product and technology plans, and managed key partners.

Project Manager and Manager
January 2000 - November 2003 (3 years 11 months)

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Attachment 1
Managed team that developed software/hardware solutions and managed partners key to driving growth of storage products. Key founder in creating new open storage integration lab that grew to over 50 team members within 2 years.

Marketing Manager
January 1997 - January 2000 (3 years 1 month)
Performed lead marketing roles for new venture within IBM to sell key storage technology to outside companies. Achieved $400M revenue within first 2 years.

Santa Teresa Action Group
Board Member
2001 -2004(3yea�)
Led efforts aimed stopping or improving a power plant proposed for our community. Directed significant litigation activities. Improved resulting project to better protect community.

Silicon Valley Environmental Partnership
Board Member
1996 - 2003 (7 years)
Served on board of organization which periodically produces the Silicon Valley Environmental Index. This Index has been on the cutting edge of identifying and tracking key sustainability metrics within Silicon Valley.

Education
University of California, Berkeley, Haas School of Business MBA, Marketing and Finance· (1981 - 1984)
University of California, Davis
BS, Civil Engineering· (1973 - 1978)

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Attachment 1

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2025-019

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

RATIFYING APPOINTMENTS TO THE FOREST AND BEACH COMMISSION AND THE

PLANNING COMMISSION
WHEREAS, the City recognizes the valuable contributions of its Boards and Commissions in providing expert advice and recommendations on matters of importance to the community; and WHEREAS, vacancies have occurred on the Forest and Beach Commission and the Planning Commission due to the election of former Commissioners Hans Buder and Bob Delves to the City Council following the November 5, 2024, election; and WHEREAS, in order to ensure the continued function of these commissions, the City initiated an appointment process in December 2024; and
WHEREAS, in January 2025, an Ad Hoc Committee, comprised of the Mayor and Mayor Pro Tempore, conducted a thorough review of twelve (12) applications received and interviewed all qualified candidates; and
WHEREAS, the Committee expresses its sincere appreciation to all applicants for their time and participation in the appointment process; and
WHEREAS, the Committee recommends the appointment of qualified individuals to fill the vacancies on the Forest and Beach Commission and the Planning Commission.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CARMELBY-THE-SEA, does hereby:

1. Appoint Neal Rutta to the Forest and Beach Commission for a term expiring May 30, 2028; and

2. Appoint Mel Ahlborn to the Planning Commission for a term expiring May 30, 2029.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 4th day of February, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED: ATTEST:
_____________________________ _________________________ Dale Byrne, Mayor Nova Romero, MMC, City Clerk
Attachment 2

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
February 4, 2025

ORDERS OF BUSINESS
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Brian Pierik, City Attorney
APPROVED BY: Chip Rerig, City Administrator
SUBJECT:

Discussion of Draft Agreement with Carmel Public Library Foundation Regarding Harrison Memorial Library Centennial Restoration and Request for Direction (Estimated time - 30 min)
RECOMMENDATION:

Discuss draft agreement with Carmel Public Library Foundation Regarding Harrison Memorial Library Centennial Restoration and provide direction to City Administrator based on options discussed in staff report.

BACKGROUND/SUMMARY:

OVERVIEW: There are eight sections in this Staff Report.

1. Harrison Memorial Library

2. City Support Groups

3. Harrison Memorial Library Board of Trustees

4. Carmel Public Library Foundation

5. City Council Actions in 2024

6. Draft Agreement Proposed by Foundation Regarding Harrison Memorial Library Centennial Restoration Project

7. Analysis of Draft Agreement Proposed by the Foundation

8. Council Options
I. HARRISON MEMORIAL LIBRARY
Library service in Carmel-by-the-Sea began in 1906, when the Carmel Free Library Association began lending books from a little redwood building. For a fee of one dollar per year, people could borrow any one of 500 books from the Association’s “Reading Room” heated by a wood burning stove.

The Harrison Memorial Library building opened in 1928 and was built by local contractor M.J. Murphy with input from California architect Bernard Maybeck, and financed by a bequest from Ella Reid Harrison as a memorial to her husband, California Supreme Court Justice Ralph Chandler Harrison.

The library has had two additions: one in 1949, followed by another expansion in the 1970’s. In 1988, the Crocker Bank located on the corner of Mission Street and 6th Avenue, 3 blocks away from the Harrison Library was purchased by Mayor Clint Eastwood to serve as the Children’s Library and Local History repository.

The Library is a City Department and as such adheres to all City policies and procedures. The Library is governed by the Harrison Memorial Library Board of Trustees, appointed by the City Council, who approve the annual operating budget, approve and enforce library specific policies, have oversight of both Library facilities, and make recommendations to the City Council regarding the Library when needed.

The Library has three funding sources: (1) The City of Carmel-by-the-Sea which funds staff salaries and building maintenance for both library buildings; (2) The Friends of Harrison Memorial Library which formed in 1971 and raises funds to support operations; and (3) The Carmel Public Library Foundation which was established in 1990 and provides for the majority of the Library’s operating budget and additional special projects from time to time.

II. CITY SUPPORT GROUPS
October 3, 1989: City Council adopted Resolution 89-121 which adopted a Support Group Policy C89-47 (Attachment 1).

Policy C89-47: Adopted for the stated purpose of establishing a formal procedure for relationships with the City and its support groups (Attachment 2). This Policy includes the following provision in regard to implementation:
“Responsibility for Implementation of Policy:

The City Administrator is delegated as the City official responsible for the implementation of this policy.” May 1, 1990: City Council adopted Resolution No. 90-49 designating the following City Support Groups:
a. Friends of Sunset Foundation
b. Friends of Harrison Memorial Library
c. Carmel Abalone Club
d. Friends of Carmel Forest
July 7, 1992: City Council adopted Resolution No. 92-64 designating Carmel Public Library Foundation as an official City Support Group.

April 3, 2007: The City Council adopted Resolution No. 2007-19 designating the following as City Support Groups:
a. Carmel Abalone Club
b. Friends of the Harrison Memorial Library
c. Carmel Public Library Foundation
d. Friends of Carmel Forest
e. Friends of Sunset Foundation
f. Lester Rowntree Native Plant Garden Committee
October 2, 2012: City Council adopted Resolution No. 2012-70 designating the Friends of Mission Trail Nature Preserve as a City Support Group.

September 7, 2021: City Council adopted Resolution No. 2021-046 designating Carmel Cares as a City Support Group.

III. HARRISON MEMORIAL LIBRARY BOARD OF TRUSTEES
On August 4, 1992, the City Council adopted Resolution 92-70 (Attachment 3) amending Policy C89-47 Support Groups to clarify the regulatory authority of the Library Board over the library facilities and equipment under its jurisdiction. Exhibit A attached to this Resolution includes underlined text regarding the authority of the Library Board.

On January 8, 2025, a Staff Report was presented to the Library Board of Trustees (Attachment 4) which included a discussion regarding the Library Board authority in general and with regard to the renovation project for the Harrison Memorial Library.

IV. CARMEL PUBLIC LIBRARY FOUNDATION
The Carmel Public Library Foundation (“Foundation”) was established in 1989 with the mission to keep the library open, relevant and thriving and to ensure free library service in perpetuity by providing funding for books, materials, programs, equipment and services.

In 1992, the City recognized the Carmel Public Library Foundation as an official City Support Group which are defined in Policy C89-47 (Attachment 2) as “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.” Over time, the Foundation, in collaboration with the City and the Harrison Memorial Library Board of Trustees, has played a significant role in nurturing a thriving public library. This partnership has been crucial in meeting the diverse informational, educational, and cultural needs of Carmel’s residents.

Additionally, the Foundation has funded special projects such as the Gathering Place project which provided a free meeting space for the community for the first time in many years (Cost estimated at approximately $400,000) and Park Branch lobby renovation project (Cost estimated at approximately $40,000 with contributions from the Rotary Club).

V. CITY COUNCIL ACTIONS IN 2024
January 8, 2024: City staff presented to the City Council a Staff Report (Attachment 5) with a proposed Resolution reaffirming the City’s public-private partnership with the Carmel Public Library Foundation. The Council adopted Resolution 24-02 at that meeting (Attachment 6).

July 8, 2024: There was a City Council Staff Report submitted for Agenda item No. 11 to receive and review the Request for Proposal for Architectural Services for the Harrison-Memorial Library (Attachment 7). The Minutes from the July 8, 2024 Council meeting for this Item read as follows:

Item 11 - Receive and review the Request for Proposals for Architectural Services for the Harrison Memorial Library provide staff with direction.

Library and Community Activities Director Ashlee Wright presented the item to Council and answered questions. She summarized the background of the Library Master Plan, community engagement workshops, and the request for proposals (RFP) development. She also spoke about the project scope and timeline and requested any input from Council on the RFP before moving forward with issuance.

Public Comment:

John Krisher
Alexandra Fallon
Councilmember Baron requested clarity on the city's financial obligations once the RFP is issued. He also suggested an agreement between the city and the Carmel Public Library Foundation (CPLF) to outline funding and contingency obligations. Additionally, he said he would like to see the list of people on the RFP evaluation committee that includes city staff and local architects. Councilmember Ferlito agreed, stating that addressing these questions before starting the project would help avoid confusion.

Mayor Potter acknowledged the need to protect the city's interests and ensure good project management but expressed concerns about potential project delays.

Motion by Mayor Potter to have Library Director Wright return in August with a list of the Library Master Plan RFP evaluators, amend the RFP specifically in the criteria section calling out the necessity of a library consultant for the project, and an agreement between the City and CPLF outlining the project funding obligations for Council approval, seconded by Mayor Pro Tem Richards, and approved 5-0-0-0 by the following roll call vote:

AYES: Councilmembers Baron, Dramov, Ferlito, Richards, and Mayor Potter NOES: None
ABSENT: None
ABSTAIN: None
August 6, 2024: There was a City Council Staff Report (Attachment 8) submitted for Agenda Item No. 5 to Review the Request for Proposals (RFP) for Architect Services for the renovation of the: Harrison Memorial Library and the list for the Architect Selection Committee. The Minutes from the August 6, 2024 Council meeting for this Item read as follows:

Item 5 - Review the Request for Proposals (RFP) for Architect Services for the renovation of the Harrison Memorial Library and the list for the Architect Selection Committee Library and Community Activities Director Ashlee Wright presented the item to Council and answered questions from Council. She outlined the project timeline to date, the goal of the RFP, and summarized the role of the Harrison Memorial Library Board of Trustees Carmel Public Library Foundation (CPLF), and the Friends of the Harrison Memorial Library. She requested direction from Council on releasing the RFP, as well as provide direction on the architect selection committee members. CPLF Executive Director Alexandra Fallon answered questions from Council in regard to the list of members on the architect selection committee. She announced that the CPFL has a donor willing to make a $5 million lead gift that has a matching donation requirement by June 2025.

Mayor Pro Tem Richards made a motion to approve and release the RFP for Architect Services for the renovation of the Harrison Memorial Library and approve the list of 19 people on the Architect Selection Committee, seconded by Mayor Potter.

Council discussion resumed. Councilmember Baron asked about the status of the agreement between the City and with CPLF to secure funding for the Library Master Plan project, and expressed concerns that the agreement has not been entered into. Ms. Fallon said that the CPLF is committed to providing the initial $250,000 towards the architectural services agreement for the Library Master Plan.

Mayor Pro Tem Richards amended his motion to add that the city acknowledges that the CPLF has committed to funding $250,000 towards the architectural services agreement, in addition to approving and releasing the RFP, and approving the list of 19 people on the architectural selection committee.

Amended motion seconded by Councilmember Baron.

Motion by Mayor Pro Tem Richards to approve and release the RFP for Architect Services for the renovation of the Harrison Memorial Library; approve the list of 19 people on the Architect Selection Committee; that the CPLF will enter into an agreement with the City to secure funding for the project once the architect is selected; and acknowledge that the CPLF has committed to funding $250,000 towards the initial architectural services agreement, seconded by councilmember Baron, and approved 5-0-0-0 by the following roll call vote:

AYES: Councilmember Baron, Dramov, Ferlito, Richards, and Mayor Potter NOES: None
ABSENT: None
ABSTAIN: None
August 8, 2024: Request for Proposals for Architectural Services For The Harrison Memorial Library Renovation Project (RFP) was issued by the City. A copy of the RFP is Attachment 9.

The City received six Proposals in response to the RFP. The City has not entered into a contract with any of the Proposers who responded to the RFP pending the City and Foundation entering into an Agreement as directed by the City Council on July 8, 2024.

VI. DRAFT AGREEMENT PROPOSED BY FOUNDATION REGARDING HARRISON MEMORIAL

LIBRARY CENTENNIAL RESTORATION PROJECT
Since the City Council meeting of August 6, 2024, as directed by the City Council, the City has had discussions with the Foundation regarding a draft Agreement to present to the City Council for review and consideration of the process to be followed for what is referred to as the Centennial Restoration of the Harrison Library Project (“Project”).

It is staff’s understanding that the Foundation has estimated the Project costs including Architect Services and Construction Costs will be in the range of $15 million to $20 million. However, the City has not entered into a contract with the Architect or the Construction Contractor so the Project costs are not known at this time. As noted, the Architect will be asked to prepare an Engineer’s estimate which will help inform the Construction Costs, but the bids the City receives for the Construction work could be less, or more, than the Engineer’s estimate.

The latest draft Agreement is proposed by the Foundation and is dated for reference purposes as January 24, 2025 (“Draft Agreement”) and is Attachment 10. Here is a summary of the ten Sections of the Draft Agreement.

Section 1: Recitals
The Draft Agreement includes Recitals A to J which are incorporated by reference in Section 1.

Section 2: Project Executive Committee
Section 2 would create a Project Executive Committee (“Committee”) which would be comprised of Mayor Dale Byrne, Assistant Administrator Brandon Swanson, Foundation representatives Chair Marci Meaux and Alexndra Fallon. These four Committee members would select a fifth member, with the intent of this member being impartial.

The Committee is proposed to provide final decisions regarding issues relating to the Project. Those final decisions by the Committee would be communicated by the Foundation Representative (Section 5) and the City Project Manager (Section 10.1) to the City Administrator and the Foundation Executive Director for implementation.

The Committee would have the authority to create such sub-committees as it deems necessary to assist the Committee in connection with its decisions.

Section 3: City Resolution No. 2024-002
Section 3 references Resolution No. 2024-002 reaffirming the City’s public-private partnership with the Carmel Public Library Foundation which is mentioned above and is Attachment 6 to this Staff Report.

Section 4: Architect Services
As noted, the City issued an RFP for Architect Services (Attachment 8 to this Staff Report) and received proposals in response to that RFP. The City has not yet entered into a Design Professional Contract (DPC) with an Architect for this Project. Section 4 provides that the DPC would be subject to approval by the Foundation and City Council.

Section 4 provides that the DPC would be divided into three Phases with a goal of completion of the Project by December 31, 2028 subject to extensions approved by the Parties:

1. Phase One: Preparation of a Historic Structures Report and Schematics/Conceptual Design subject to the Committee making a final decisions

2. Phase Two: Design Development, Engineering and Construction Drawings/Documents and specifications subject to the Committee making a final decisions

3. Phase Three: Services for support and consultation during construction subject to the Committee making a final decisions
Section 4.8 has several provisions regarding payment of the Design Professional Invoices including the following:

Section 4.8.1: The Foundation has raised all or most of the funds for Phase One.

Section 4.8.2: For Phase Two, there is a provision that the City must obtain a written acknowledgement that the Foundation has raised sufficient funds to pay for Phase Two before commencement of Phase Two and then the Foundation would pay the Architect based on invoices approved by the City Project Manager and Foundation Representative. Although not stated here, the Committee would, based on Section 2, make the final decisions regarding payment of the Architect invoices for Phase Two.

Section 4.8.3: The Architect will provide an Engineer’s Estimate for the cost of the construction of the Project.

Section 4.8.4: The Architect will be requested to provide, if reasonably feasible, a description of Phases for the construction of the Project which must be discreet work meaning that if the work on a Phase is completed that the Library will be fully functional even if later Phases are not constructed due to lack of funding by the Foundation. If Phases are provided, then the Architect be asked to provide an Engineer’s Estimate for the cost of each Construction Phase.

Section 4.8.5: In order to proceed to Phase Three, the City must obtain a written acknowledgement that the Foundation has raised sufficient funds to pay for the Phase Three services and, if so, then the Foundation would pay the invoices as approved by the City Project Manager and Foundation Representative. Although not stated here, the Committee would, based on Section 2, make the final decisions regarding payment of the Architect invoices for Phase Three.

Section 4.8.6 confirms that all fundraising shall be done on a best-efforts basis and that at the time of entering into the proposed Agreement, the only funding formally available is for Phase One of the Architect Services.

Section 4.8.7 states that the Foundation agrees not to unreasonably withhold payments on the invoices of the Architect.

Section 5: Foundation Representative
The Foundation will select and pay for a Foundation Representative who will work and consult with the City, Architect, City Project Manager, the Engineer, Contactor, Committee and any sub-committees and others.

The Foundation Representative is responsible for reviewing and approving all Construction Costs and request for payment and compliance by the Contractor with Construction Agreement and will carry out any final decisions of the Committee which includes the authority to approve, and presumably disapprove, invoices from the Architect and Construction Contractor.

Section 6: Construction Costs
Section 6.1: Construction Costs include the costs as defined in the Construction Agreement.

Section 6.2: The Notice Inviting Bids is subject to approval by the City and Foundation.

Section 6.3: Before the City issues the Notice Inviting Bids, the City must obtain from the Foundation an acknowledgement that the Foundaton has raised sufficient funds for the Construction Costs based on the Engineer’s Estimate.

Section 6.4: If the Architect has prepared Construction Phases, then the City must obtain an acknowledgment from the Foundation that the Foundaton has raised sufficient funds for the Construction Costs for each Phase based on the Engineer’s Estimate in order for a Phase to commence.

Section 6.5: Upon receipt of the Foundation’s acknowledgement in Section 6.2 (may be intended to be

6.3), the City shall issue the Notice Inviting Bids.

Section 6.6: After receipt of bids, City and Foundation Representative will review the bids and decide whether to award a contract to the lowest responsible bidder. Although not stated here, the Committee would, based on Section 2, make the final decisions regarding awarding a contract.

Section 6.7: Invoices from the Construction Contractor are subject to approval by the Foundation and if there is an objection to payment of an invoice, then the objection is resolved by the Committee. Invoices, if approved, are paid by the Foundation to the Contactor.

Section 6.8: Foundation will pay the Contractor’s invoice if no objections.

Section 6.9: The Foundation will execute a “guarantee of payment” for approved invoices.

Section 6.10: Foundation to provide a monthly accounting of Project expenditures to the Committee and City Project Manager.

Section 7. Termination of Agreement
Section 7.1: Termination by the City. City may terminate the Agreement if Foundation breaches the Agreement with 30 days for Foundation to cure the breach. There is no right of the City to terminate the Agreement without cause. Section 7.1.4 provides that if there is a termination of the Agreement that the City agrees to refund any Deposits made by the Foundation that are not due. However, the Agreement as written does not require the Foundation to make any deposits with the City.

Section 7.2: Termination by Foundation. Foundation may terminate the Agreement if City breaches the Agreement only until the City award a contract to the Contractor with 30 days for the City to cure the breach.

There is no right of the Foundation to terminate the Agreement without cause. After the City awards a contract to the Contractor, the Foundation may terminate the Agreement after each Phase of Construction is completed if there are Construction Phases.

Section 8: Indemnity
Section 8.1: The City indemnifies the Foundation for any conduct of the City which is in breach of the Agreement and the City also indemnifies the Foundation for any “third-party Claims” which could include claims by the Architect and/or the Construction Contractor for non-payment of invoices.

Section 8.2: The Foundation indemnifies the City for claims arising from conduct of the Foundation which is in breach of the Agreement.

Section 9: Dispute Resolution
Disputes which arise relating to a Termination of the Agreement (as provided in Section 7) are to be submitted mediation with the costs shared equally by the parties.

If the dispute is not resolved by mediation, then either party can request arbitration. Although not stated in the Agreement, the costs for the arbitrator would presumably be shared equally by the parties.

Section 10. General Provisions
Section 10.1 provides that the City shall, with the approval of the Foundation, designate a City Project Manager a qualified independent contractor to represent the City and the Foundation agrees to reimburse the City for the costs of the City Project Manager.

Section 10.2 provides that the City will provide the Foundation with electronic copies of records regarding the Project.

Section 10.3 to 10.10.9 are standard contract provisions.

Section 10.10 provides that public communications must be approved by the parties in advance.

Section 10.11 provides that Project Costs includes the cost for an alternative Library location during construction if required and subject to approval by the Committee.

VII. ANALYSIS OF DRAFT AGREEMENT PROPOSED BY THE FOUNDATION A. Contract Issues – Risk of Potential Litigation
The Harrison Memorial Library Centennial Restoration would be a City Project. The City would be entering into the contract with the Architect and, as such, the City would be legally responsible for payment of the services of the Architect. The City would be entering into the contract with the Construction Contractor and, as such, the City would be legally responsible for payment of the work by the Construction Contractor.

Contracts impose legal obligations upon the parties to the contract. One of the primary obligations of a contract is for the party or parties who are required to perform services under the contract do so in a manner consistent with the terms of the contract. Here, that would include the contract between the City and the Architect and the contract between the City and the Construction Contractor. If the party performs the services required by the contract, then the other party to the contract (i.e. the City) has the obligation to make payment to that party.

1. Contract with Architect
Contracts with Architects can result in disputes on a number of issues including whether the Architect, when performing the services, has complied with the terms of the contact and is entitled to payment for an invoice or invoices. In the event of a dispute, the Architect has the right to file a legal action against the other party to the contract (here, the City) including arbitration or a lawsuit filed in court depending upon the terms of the contract with the Architect.

2. Contract with Construction Contactor
Contacts with a Construction Contractor can result in disputes on a number of issues including, but not limited to, whether the Contractor has complied with the terms of the contract, whether the Contractor is entitled to additional compensation based on what the contractor claims is “extra work” (i.e. work that is outside the scope of the contract work), whether the City (or Foundation) has caused delays to the contractor in completing the work, disputes with sub-contractors and/or suppliers which can lead to the filing to claims and multiple other possible issues. In the event of a dispute, the Contractor has the right to file a legal action against the other party to the contract (here, the City) including arbitration or a lawsuit filed in court depending upon the terms of the contract with the Contractor.

Also, as mentioned, Section 6.9 of the Draft Agreement states that the Foundation will execute a “guarantee of payment” for approved invoices. However, this “guarantee” is limited to approved invoices, it does not address the issue of what will happen if the Foundation and/or the Committee does not approve an invoice.

3. Contract with Foundation
This Draft Agreement with the Foundation also could result in disputes between the parties on a number of issues including whether an invoice or invoices from the Architect should be paid, whether an invoice or invoices from the Construction Contractor should be paid, whether the City is in breach of one or more terms of the Draft Agreement, whether the Foundation is in breach of one or more terms of the Draft Agreement and multiple other possible issues.

4. Evaluation of Risk of Litigation
It is difficult to quantify the extent of the risk of litigation because there are a number of unpredictable factors to consider in evaluating the risk. As noted, there are three contracts (Architect, Construction Contract and Foundation) which could, in the event of a dispute, result on litigation.

Anytime the City is involved in a public works project, there is always a risk of litigation with the architect and/or the construction contractor. The difference with this Project is that, based on the terms of the Draft Agreement proposed by the Foundation in Section 2, the City is not making the “final decisions” (which is proposed to be done by the Committee) and the City is not in control of the payment to the Architect or the Contractor (which is proposed to be done by the Foundation).

All parties to these three contracts will certainly enter into the contracts with the hope and expectation that the Project will go as planned and without disputes during the Project. However, disputes can arise on public works projects, as with all contracts, and if and when the dispute arises, then question becomes how to address the dispute or disputes. This analysis requires a consideration of the issues involved with the Draft Agreement proposed by the Foundation for this Project addressed below.

B. Potential Issues with Draft Agreement

1. Project Executive Committee - Section 2
The provisions of Section 2 are summarized above. This Committee is proposed to have final decision making authority regarding the Project including the payment, or non-payment, of invoices from the Architect and the Construction Contractor. If the Committee decides not to pay an invoice or invoices from the Architect and/or the Construction Contractor, or makes some other “final decision” that give rise to a dispute, then there is a risk of a legal action being filed against the City which is the other party to those contracts.

The creation of this Commission also gives rise to an issue regarding an improper delegation of authority by the City to the Committee. The City only has two representatives on the Committee out of five members.

This structure delegates the authority to make final decisions to three non-City members of the Committee who would be a majority of the Committee. Under the law, a city may delegate the performance of administrative functions to a private entity provided that the city retains ultimate control over administration so that it may safeguard the public interest. International Longshoremen’s and Warehousemen’s Union v. Los Angeles Export Terminal, Inc. (1999) 69 Cal. App. 4th 287, 297-298. Here, the Committee is proposed to have final decision-making authority so the City will not have ultimate control over the administration of the Project.

Also, as noted, City Policy C89-47 (Attachment 2) which established City Support Groups, including the Foundation, delegated to the City Administrator the responsibility for the implementation of the Policy.

2. Architect Services – Section 4
The primary issues regarding the Architect Services is Section 4.8 which has the payment process for the invoices from the Architect. The invoices are subject to approval by the Foundation and the Committee.

These provisions create two issues which have been addressed above, namely the risk of litigation if disputes arise with the Architect and the delegation of authority to the Committee to make “final decisions” including payment, or non-payment, of Architect invoices.

Another issue is that under the contract between the City and the Architect, the City would have the right to terminate the contract with or without cause. In light of Section 2 of the Draft Agreement with the Foundation, there is an issue as to whether the City could terminate the contract with the Architect without approval of the Committee which has final decision making authority regarding the Project.

3. Construction Costs - Section 6
The same considerations apply here as for the Architect, namely the risk of litigation if disputes arise with the Contractor and the delegation of authority to the Committee to make “final decisions” including payment, or non-payment, of Contractor invoices.

As with the Architect, there would be the same issue under the contract between the City and the Contractor on whether the City would have the right to terminate the contract with the Contractor with or without cause.

In light of Section 2 of the Draft Agreement with the Foundation, there is an issue as to whether the City could terminate the contract with the Architect without approval of the Committee which has final decision making authority regarding the Project.

4. Indemnity – Section 8
“8.1 City shall indemnify, defend and hold harmless the Foundation and Foundation’s employees, officers, directors, representatives, members, and agents (collectively the “Foundation’s Affiliates”) from any costs, expenses, damages, judgments, actions, attorneys’ fees, liabilities, claims, court costs, expert witness costs, appellate costs, or losses (collectively, the “Claims”) with respect to, or arising from any conduct of the City which is in breach of this Agreement. City shall further indemnify, defend and hold harmless the Foundation and Foundation’s Affiliates from any Claims with respect to, or arising in connection with any third-party Claims relating to the Project.” The effect of the last sentence in Section 8.1 (underlined) is that if the Architect and/or Contractor files a legal action against the City, even if due to the “final decisions” of the Committee (such as non-payment of an invoice or other decisions), then the City would have to indemnify the Foundation in that litigation.

C. Potential Minimization of Risks

1. Project Executive Committee - Section 2
Section 2 of the Agreement can be modified to provide that the Committee makes recommendations to the City on Project issues, but the final decision making authority, including the payment of invoices, rests with the City.

This modification would resolve the issue of delegation of final authority by the City to the Committee which is not permitted under the law. However, given that the Foundation is raising most, if not all, of the funds for this project, and desire to play a decision making role in the process, their preferred structure and authority for the Project Executive Committee is as-drafted.

2. Architect -- Section 4
a. Phases: The Draft Agreement includes three phases: (1) Historic Structures Report and Schematics/Conceptual Design; (2) Design Development, Engineering and Construction Drawings/Documents and specifications and (3) support and consultation during construction. Each Phase will only commence if the Foundation acknowledges that it has raised sufficient funds for that Phase. It is likely that the great majority of the expense for the Architect will be for Phase Two. b. Termination of Contract: If a dispute arises with the Architect which cannot be resolved and creates a situation where further services by the Architect is not workable, then City can terminate the contract.

3. Contractor – Section 6
a. Phases: As noted, Section 4.8.4 provides that the Architect will be requested to provide, if reasonably feasible, a description of Phases for the construction of the Project which must be discreet work meaning that if the work on a Phase is completed that the Library will be fully functional even if later Phases are not constructed due to lack of funding by the Foundation. If Phases are provided, then the Architect be asked to provide an Engineer’s Estimate for the cost of each Construction Phase. If there are Phases for the Construction work, then this could reduce the exposure risk as each Phase would only commence upon the City and Foundation agreeing to authorize the Contractor to proceed. b. Termination of Contract: If a dispute arises with the Contractor which cannot be resolved and creates a situation where further services by the Contractor is not workable, then City can terminate the contract.

However, in order to make sure that the City has the authority to terminate the contract, Section 2 of the Draft Agreement would need to be modified as described above to give the Committee the authority to make recommendations, but not make final decisions.
c. Deposit Process: The Draft Agreement could be modified to include a provision that the Foundation would make a deposit with the City for the estimated cost of the Construction work and then the City would pay the invoices of the Contractor from those deposits. If the Construction work is performed in Phases, then the amount of the deposit would be for the Engineer’s estimate for the cost of each phase as the work progresses through the phases. If there are Phases, then the contract with the Contractor would have to include provisions confirming that the Contractor agrees to perform the work in Phases if and when those Phases are approved to proceed.

4. Indemnification -- Section 8
The risk to the City would be further reduced if the last sentence in Section 8.1 about the City indemnifying the Foundation for third party claims is removed. However, if the changes are made to the Agreement as described above, including use of phasing and deposits, then the Foundation may be less at risk of third party claims since the City would have the final decision making authority, including responsibility for payment of invoices, and the City may wish to consider allowing the last sentence to remain in Section 8.1.

5. Claims for Additional Compensation by Architect and/or Contractor There can be claims by parties contracting with the City on a public works projects, including Architects and Contractors, that work they are being asked to perform by the City (or the Foundation) is beyond the scope of work in the contract and that additional compensation is due.

Another type of claim with public works projects arises from delays in performance which the contracting party may contend is due to the conduct of the City and/or, in this case, the Foundation.

As noted, the Draft Agreement does have language regarding indemnification for claims due to the breach of the Agreement by the City or the Foundation. However, claims for out of scope work or for damages due to delays or other claims, may not be the result of the breach of the Agreement between the City or the Foundation, but could still give rise to a need for additional payments to be made to the Architect or Contractor.

The Draft Agreement would need to include language addressing how these claims for additional compensation are to be addressed. One solution which is common with public works project is to include a contingency amount above contract amount (often 15%) for such unexpected costs. However, it is possible that the additional compensation might exceed to the contingency amount which raises the issue of who is responsible for payment of that additional compensation which should be considered in contract drafting.

6. Payment Bond – Also known as a Labor and Material Bond The City requires that a Contractor post a Payment Bond with the City to guarantee payment to the subcontractors and suppliers of the Contractor.

7. Performance Bond
The City will require the Contractor to post a Performance Bond so that if the Contractor does not complete the work in a satisfactory manner and refuses to correct the work, then the City can make a demand upon the Surety which issues the Payment Bond to complete the work.

VIII. COUNCIL OPTIONS
The City has discussed with the Foundation the issues with the Draft Agreement proposed by the Foundation (Attachment 10) and suggested potential revisions to the Draft Agreement to address these issues. There are a number of Options available to the City Council on how to proceed including the following:

1. Motion to direct the City Administrator to continue negotiations with the Foundation with modifications to reduce the risks to the City as described in Section VII C of this Staff Report. This direction could include specifics on which sections should be modified to address certain potential risks.

2. Motion to direct the City Administrator to work with City staff to present the Draft Agreement Version January 24, 2024 (Attachment 10) as currently written to the Library Board of Trustees for review and recommendation to the City Council.

3. Other action as the City Council may deem appropriate.

FISCAL IMPACT:

No direct fiscal impact for this action.

PRIOR CITY COUNCIL ACTION:

January 8, 2024 - City Council Adoption of Resolution No. 2024-002 July 8, 2024 - City Council direction to staff as described above in this Staff Report ATTACHMENTS:

Attachment 1) Council Resolution No. 89-21
Attachment 2) Policy C89-47
Attachment 3) Council Resolution 92-70
Attachment 4) Staff Report to Library Board dated January 8, 2025 Attachment 5) Staff Report to City Council dated January 8, 2024 Attachment 6) Council Resolution 2024-002
Attachment 7) Staff Report to City Council dated July 8, 2024 Attachment 8) Staff Report to City Council dated August 6, 2024 Attachment 9) Request for Proposals for Architecture Services Attachment 10) Draft Agreement Version January 24, 2025 Submitted by Carmel Public Library Foundation
CITY OF CARMEL-BY.THE-S EA
RESOLUTION NO. 89-12I

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CARIIEL- BY-THE-SEA ADOPTING A SUPPORT GROUPS POLICY
that
hrith

WIIEREAS,
a pol icy
volunteer
the city Council determined on 7 February 1989
should be developed to formalize its relationship
groups; and
two members of the City Council were appointed to
staff to develop such a policY; and

WHEREAS,
work h,ith City
WHEREAS, the Committee met with representatives of each of the existing support groups during the evolution of the policy, and

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

WHEREAS, the Conunittee has amended the
times in response to conunents received from
of the suPPort groups i
AYES:

NOES :

ABSENT:

ATTEST :
draft policy numerous
the representatives
2t l. Adopt the attached support Groups Policy dated
September 1989; and

2. Instruct the City Clerk to incluile the Support GrouPS Policy in the City's Policy Manual and to forward copies of the P;Iicy to each of the four existing support groups and to any group! which are established in the future'
PASSEDANDADoPTEDBYTIIEcITycoUNCItoFTIiECITYoFCARMELBY-THE-SEA this 3rd day of October, 1989, by the fotlowing ro11 call vote:

COUNCIL f,tElitBERS: Fischer, Laiolo, I'lhite, I^lright, Grace COUNCIL UEMBERS ! None
COUNCIL t{El,tBERS: None

SIGNED,
A-vJ

N RACE, OR
Jeanne Brehmer, city erk
ty of Ca rme 1- bY-the- Sea
Attachment 1

CITY OF CARMEL-BY-THE-SEA

POLICY AND PROCEDURE
Subject: Support Groups Policy Policy/Procedure No: C89-47 I Effective Date: 3 October 1989 I 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)
Rescinded Date:

Attachment 2 C89-47
General:

Support Groups Policy
September 21, 1989
C89-47
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. lt 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; 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 Attachment 2
C89-47
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 ofTrustees, 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 2
C89-47
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 co-sponsor 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 ofTrustees 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.

Bylaws:

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

Annual Audit:

Attachment 2
C89-47
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 2

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION 2012-70
C89-47

A RESOLUTION OF THE CITY COUNCIL OF THE CITYOF CARMEL-BY-THE-SEA DESIGNATING THE FRIENDS OF

MISSION TRAIL NATURE PRESERVE (FOMTNP) AS AN OFFICIAL CITY SUPPORT GROUP WHEREAS, on 3 October 1989, the City Council adopted Resolution 89-121, the Support Groups Policy which establishes the relationship between the City and private groups; and WHEREAS, on 1 May 1990, the City Council adopted Resolution No. 90-47 designating the support groups of the City.

WHEREAS, a group of volunteers known as the Friends of Mission Trail Nature Preserve (FOMTNP) who have been working in Mission Trail Nature Preserve has requested designation as an official support group of the City pursuant to City Council Policy 89-47.

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

1. Require the FOMTNP to provide all documentation required per Policy 89-47.

2. Designate the following groups as Support Groups pursuant to City Council Policy 89-47:
a. Friends of Harrison Memorial Library
b. Carmel Public Library Foundation
c. Friends of Carmel Forest
d. Friends of Sunset Foundation
e. Lester Rowntree Native Plant Garden Committee
f. Friends of Mission Trail Nature Preserve (after compliance with #1)

3. Authorize the City Administrator to submit the revised list of support groups to the insurance carrier.

PASSED AND ADOPTED BY THE CITY OF COUNCIL OF THE CITY OF CARMEL-BY-THE SEA this 2nd day of October 2012, by the following roll call vote:

AYES: COUNCIL MEMBERS: BEACH; HILLYARD; TALMAGE; THEIS & BURNETT NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ATTEST: SIGNED,
Heidi Burch, City Clerk JASON BURNETT, MAYOR
Attachment 2
CITY OE CARMEL_ BY_THE _ SEA
RESOLUTION NO. 92_70

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CAR}.,IEL_BY_THE_SEA AMENDING CITY POLICY NO. C89_47,

SUPPORT GROUPS
WHEREAS, on 3 October l-989, the City Council adopted Resolution No. 89-l2l establishin! City Poficy No. C89-47, Support Groupsl and
WHEREAS, certain language in the Policy should be amended to reflect the regulatory authority of the Harrison Memorial Library Board of Trustees over library facilities and equipment as established by the State of California Education Code;

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OP CARI4EL_BY_THE-SEA DOES:

Amend City Policy No. C89-47 as shown on the
attached Exhibit "A" to clarify the regulatory
authority of the Library Board over the facilities and equipment under its jurisdiction.

Direct the City Clerk to include the revised
pages in the City's Policy Manual .

PASSED AND ADOPTED BY THE CITY COUNCIL OF
CARMEL-BY-THE SEA this 4th day of August, 1992,
roll call vote:

THE
by

CITY OI'
the fo I lowing
1 2
AYES:

NOES:

ABSENT:

COUNCIL MET{BERS:

COUNCIL MEMBERS :

Brooks, Conig J-io, Fischer, Livingston,
whi te
None
None

SIGNED,

KEN WHITE, MAYOR
City of Carmel by-the-Sea
ATTEST:

Je e Brehm€rr LI tyc er
/)- |\J/YJJ&-
Attachment 3
Support Groups Policy

Page 2 ends

acilities, with the exception of Iibra ry facilities , maY used to provide free space or equipment for the business of the support group. The use of .Iibrary facilities sha1l ermined by the Harrison Memorial Library Board of Trustees, with the exception of events held at these facilities at which alcohol-ic beveraqes are offered. Limitations on such use are de- scribed in this Policy in the paragraph titled " Insurance". * City f
not be
office
be det
UEE SI qI.TY 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, facsimife machines, typewriters and adding machines.

The City Administrator may grant use of City equipment in special circumstances. The use of Iibrary equipment sha11 be determined by the Harrison Memorial Library Board of Trustees. *
MEMBERSHIP ROLLS:

Membership rolfs of support groups
if an agreement is reached between
with both State and Federal Iaws.
and
the
be
is
the CiLy can parties ande xc ha nged
cons i s t-ent-
* For statutory provisions governing use of Iibrary facilities and equipment, see Education Code, Title 1, Divison 1, Part Part 11, Chapter 5, Section 18919 and Carme I -by-the- Sea Municipal Code Section 2.72.050.

Rev. 8192
-r37 -
USE OF CITY FACILITIES: *
Support groups are entitled to free use of City facilities for meetings, either general rnembership, board, executive conmittee, or special committee as long as: a) the date and time are conven- ient to the operation and maintenance of the facility in which the meeting is desired; b) the meeting room is not needed for a City board, committee or commission meeting; 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 shalI outline the terms and conditions for the free use of meeting rooms and of storage space. Support groups may also store assets and belong- ings in a public facility subject to a valid HoId 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 purposes.

Attachment 3
Support Groups policy

Page 3 ends

POSTAGE:

CO_SPONSORSHIP:

Resolution of the City Council of the City of required in order for the City to co-sponsor Each support group sharl secure and maintain its own post office b91 or mailing address- The City's or a City department's post Office box or bulk rnailing permit are to be i,rsed- for official City business only. Each support group shafl incur aff -xpenses associated with the mailing oi its -lit6rature, minutes, aglndas and fund-raising requests.

Support Groups are encouraged to use proper and accepted internal city communication channers and the puuic appeara.rcLs section of City Council meetings.

INSURANCE:

The City wiII provide general liability insurance coverage for support groups including the cost of the insurance deduciible as ]9n9, as the support groups are meeting or holding events in pub_ Iic buildings or at public facilities. If a supfort group meets away from a public building or public facility ina/or-outiide the City limits, then it shall be the option of the sulport group as to whether it desires to secure insurance protection. fhe City wiII not provide insurance protection for activities and events held outside of the City limits or ar^ray from public buildings and/or public facilities and wiII not frovide coverage ut .iy activity where alcohofic beverages are being served unless such activity is officially sanctioned and cosponsored via a Resolu- tion of the City Council.

A
is
POLITICAL ACTIVITIEc,
No support group, organized for_ the purpose of assisting the City or 9lg of its departments,. shalt partake, either officiilly or unofficiafly, in any political activity involving the City of Carmef-by-the-Sea, its officers, employees, or ficilitiesl pol itical activity includes, but is not limited to:

Mayoral and City Council elections
- locaI ballot issues
- involvement in administrative or personnel matters
CarmeI-by-the-Sea
with any support
Rev.8l92 138

EXHIBIT ''A''
Attachment 3
Support Groups poficy

Page 4 ends

EXHIBIT "A''
FUND RAISING EVENTS WITHIN PUBLIC FAC lLITI ES :

Re uests for the use of Library facilities shall- be
The City recognizes that support groups from time to time wiII request the utilization of public facilities for fund-raising activities. such requests for the use of pubric facirities sharl be forwarded to the City Councif for its review at least thirty (30) days prior to the scheduled event. The City will give pre_ ferential consideration to support groups over other gr5rps ior fund-raising activities within public ficilities forwarded to the Harrison Memorial Library Board of Trustees for its review at Ieast thirty days prior to the scheduled event. * However, any event approved by the Library Board of Trustees at which alcohol ic beveraqes are to be offered must also have prior approval of the City Council as set forth in this Policy in the paragraph titled " Insurance. i; Suppor
bodies
t Groups are cautioned that obtaininq such approval by both could take seven weeks or more, depend i nq on the schedul - inq of their res ective meetings.

BYLAWS :

Each support group
the City Clerk.
shall provide a copy of its current bylaws to
ANNUA]- AUDIT:

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

RESPONSIBILITY FOR IMPLEMENTATION OF POLICY:

The City Administrator is delegated as the City officiaf respon- sibfe for the implementation of this policy.

The City Council will, frorn 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. A11 support groups will be notified whenever a review is determined to be needed.

For statutory provisions governing use of library facil-ities and equipment, see Education Code, Title 1, Divison 1r part Part 11, Chapter 5, Section 18919 and Carmef -by-the-Sea Muni cipal Code Section 2.72.050.

Rev. B/92
group any event, performance, activity or function, vrhether one_ time, cumu I aLive or ongoi ng.

PERIODIC REVI EW:
-139-
Attachment 3

CITY OF CARMEL-BY-THE-SEA

HARRISON MEMORIAL LIBRARY BOARD
Staff Report
January 8, 2025

ORDERS OF BUSINESS
TO: Harrison Memorial Library Board of Trustees
SUBMITTED BY: Ashlee Wright, Library and Community Activities Director SUBJECT:

Master Plan Ad Hoc Committee review and discussion about the Harrison Memorial Library Board of Trustees’ authority in general and with regards the renovation project for the Harrison Memorial Library and provide direction
RECOMMENDATION:

Review and discuss the Harrison Memorial Library Board of Trustees’ authority in general and with regards the renovation project for the Harrison Memorial Library and provide direction
BACKGROUND/SUMMARY:
2024 RENOVATION PROJECT RE-CAP
During Fiscal Year 2022-2023 the City funded a $50,000 Phase 1 Master Plan for the Harrison Memorial and Park Branch Library buildings. The Phase 1 report provided an analysis of building systems and their remaining service life, and some preliminary design ideas. Understanding the City’s competing capital infrastructure needs, the Carmel Public Library Foundation (CPLF) stepped up and offered to undertake the fundraising for the renovation of the Harrison Memorial Library.

In Fall 2024 the City issued a Request for Proposals for Architectural Services for the renovation of the Harrison Memorial Library and the Council agreed to the CPLF’s proposal for an Architect Selection Committee to review applications and to make a recommendation regarding a project architect to the Trustees and Council for their final approval.

As a new year begins, negotiations between the City and CPLF regarding funding remain ongoing, the Architect Review Committee has narrowed down a recommendation for a project architect, and the CPLF continues their fundraising efforts.

TRUSTEES’ AUTHORITY
While this work is in progress it provides an opportune time, prior to the commencement of architectural work, to clarify and discuss the Trustees’ authority with regard to library operations and the library buildings and how that factors into the proposed renovation project.

Through authority vested by Chapter 2.72 of the Carmel-by-the-Sea Municipal Code (CMC) the Trustees hold broad authority to manage and oversee library operations, including property management, trusts, and donations. Chapter 2.72 Public Library Board (Attachment 1) provides for the legal authority of the Trustees with regard to the Library and Section 2.72.010 formally established the City’s public Library, and by extension the Trustees, under state law, Education Code Section 18900 et seq.

Sections 2.72.050(A) and 2.72.050(B) grant the Trustees the authority to manage, control, and administer any library building or property owned or acquired by the City, as well as to administer any trusts, gifts, devises, or bequests for the library’s benefit.

This authority includes holding property in trust or otherwise and, when not otherwise specified, disposing of it to benefit the library.

Neither Section 2.72.050 nor the rest of Chapter 2.72 grants the City Council final authority over these decisions. Instead, these provisions assign operational control explicitly to the Trustees, without indication of superior control by the Council. However, Section 2.72.050(H) requires the Trustees to annually report to the City Council on the library's condition and activities, ensuring transparency.

While the Trustees maintain operational independence, they make recommendations to the City Council during the annual budget process, particularly regarding capital work on library buildings and staffing needs. The Council relies on these recommendations, but retains the authority to approve capital projects based on funding availability and priorities relative to other City needs.
1/27/25, 10:38 AM Coversheet
https://carmel.novusagenda.com/agendapublic/CoverSheet.aspx?ItemID=6997&MeetingID=1753 1/2 Attachment 4
Section 2.72.060 governs the use of library funds, including the administration of the Harrison bequest, and limits Trustees’ authority over the initial construction and equipment of the Ralph Chandler Harrison Memorial Library. Since the library was completed long ago, this limitation no longer affects the Trustees’ current activities, including the ongoing renovation project.

Section 2.72.090 vests legal title to all library property with the City. However, this ownership does not conflict with or diminish the Trustees’ broad operational control, as outlined in Section 2.72.050.

In summation: the Trustees have authority over library operations, including managing property, administering funds, and making recommendations on capital projects and staffing during the budget process, while the City Council retains approval for capital work based on funding priorities. Although the City holds legal title to library property, this does not limit the Trustees’ operational control.

RENOVATION PROJECT GOING FORWARD
What does this mean for the renovation of the Harrison Memorial Library? The Trustees’ paramount responsibility that by City Code can not be delegated is: 1. To determine whether any proposed design supports or compromises the functionality of the building - functionality which will ensure continuity and efficiency of library operations that meet Library patron needs, and 2. To base any approval, rejection or recommendation of/for the proposed design to the Council, Planning Commission, or Historic Resources Board, etc. on whether the design will meet Library patron needs.

In support of this at their April 2024 regular meeting, the Trustees adopted the following guiding principles for the renovation project that align with their authority as outlined in CMC Chapter 2.72 and are as follows:

1. Well maintained facilities that meet patrons needs

2. Maximize service hours

3. No negative impact to the workforce (Library Staff)

4. No extra cost to the City residents

5. Minimal disruption to services
In addition to overall building layout, other factors that will be considered regarding design impacts will include, but are not limited to:
increased annual maintenance costs or potential costly repairs for the City in the future and potential additional staffing needs incurred with increased technology systems or program changes.

NEXT STEPS
As mentioned previously, the negotiations between the City and the Carmel Public Library Foundation (CPLF) have been ongoing since July 2024. The following two key areas of the contract still remain undetermined: 1. project administration and 2. funding model.

As the City continues negotiating a funding agreement with the CPLF the Trustees recommend that the City as the building owner and holder of any and all liability project take a stance on both of the key areas identified to ensure that the City is protected and that the Trustees are able to fulfill their authority as governed by City code.

The Trustees look forward to reviewing the agreement between the City and the CPLF when it is completed and reviewing the Architect Review Committee’s recommendation for a Project Architect.

FISCAL IMPACT:

N/A
ATTACHMENTS:

Attachment 1: Chapter 2.72
1/27/25, 10:38 AM Coversheet
https://carmel.novusagenda.com/agendapublic/CoverSheet.aspx?ItemID=6997&MeetingID=1753 2/2 Attachment 4

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
January 8, 2024

ORDERS OF BUSINESS
RECOMMENDATION:

Adopt Resolution 2024-002 reaffirming the City’s public-private partnership with the Carmel Public Library Foundation.

BACKGROUND/SUMMARY:

The Carmel Public Library Foundation (CPLF) was established in 1989 with the mission to keep the library open, relevant and thriving and to ensure free library service in perpetuity by providing funding for 100% of the books, materials, programs, equipment and services.

In 1992 the City recognized the CPLF as an official City Support Group which are defined in Policy C89-47 as “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.”
Over time, the CPLF, in collaboration with the City and the Harrison Memorial Library Board of Trustees, has played a significant role in nurturing a thriving public library. This partnership has been crucial in meeting the diverse informational, educational, and cultural needs of Carmel’s residents. In the 34 years since its founding, the CPLF (with some help from the Friends Of the Library) has provided 100% of funds for books, equipment, technology, and programming. Additionally, the CPLF has also funded special projects such as the Park Branch lobby renovation project and the Gathering Place project which provided a free meeting space for the community for the first time in many years.

The City prioritizes the preservation of its rich cultural and architectural heritage, with the Library standing as a vital symbol of Carmel’s unique character, and as such during Fiscal Years 2022-2023 and 2023-2024 the TO:

Attachment 5
City allocated a total of $150,000 for a Master Plan study of both the Harrison Memorial and Park Branch libraries. This plan seeks to determine areas for improvement and renovation, as well as identifying special opportunities for restoration at the historic Harrison Memorial Library.

While the Master Plan is still at its beginning phases, the CPLF is anticipating undertaking a significant fundraising campaign in the future to support capital projects for both library buildings. To that end it is an excellent time to reaffirm the City’s partnership with the CPLF which has and will continue to provide the community with an exemplary public library.

FISCAL IMPACT:

The CPLF provides for the Library's annual operating budget.

PRIOR CITY COUNCIL ACTION:

The City Council recognized the CPLF as a City Support Group in 1992.

ATTACHMENTS:

Attachment 1) Resolution 2024-002
Attachment 5
CITY OF CARMEL.BY-THE.SEA

CITY COUNCIL
RESOLUTTON NO. 2024-002
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE.SEA REAFFIRMING THE CITY'S PUBLIC.PRIVATE PARTNERSHIP wlTH THE CARMEL PUBLIC

LIBRARY FOUNDATION
WHEREAS, preservation of the local and renowned architectural, literary and cultural heritage and environment is a City priority; ans
WHEREAS, the Library is both a major contributor to and symbol of the special and highly distinctive quality of life and aesthetics found in Carmel; and WHEREAS, the Carmel Public Library Foundation has historically joined with the City of Carmel-By-The-Sea, and the Harrison Memorial Library Board of Trustees to create a thriving public library to meet the research, information, education, cultural and lfterary needs of the residents of Carmel; and
WHEREAS, the residents of Carmel depend on the reliability and robustness of the City's investment in a first-class public library, with such public funding continuously augmented by support from individuals, foundations, and businesses; and WHEREAS, the raison d'etre of the Foundation's funding is to complement and augment public funding in a public-private partnership for the advancement of the Library and further enhancement and preservation of Carmel; and
WHEREAS, the Foundation has continuously worked to raise increased private sector funds on an annual basis to support ongoing core needs ofthe Library's book collections; created permanent endowments for books and programs, and funded capital projects as appropriate; and WHEREAS, the Foundation is about to embark on the largest fund-raising project in its history to meet major needs of the Library; and
WHEREAS, funds raised for the Library will continue to be use-restricted and Foundation investments in Library facilities/equipment will not in any way diminish or alter the City's ongoing responsibility for proper Library maintenance and upkeep; and WHEREAS, the City reaffirms its dedication to having an exemplary public library and acknowledges the Foundation and private donors for their philanthropic contributions for the betterment of library services and facilities.

NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMELBY-THESEA DOES HEREBY:
'1. Reaffirm the City's public-private partnership with the Carmel Public Library Foundation
Attachment 6
Resolution 2024-002

Page 2 ends

2. Recognize the Carmel Public Library Foundation for its commitmentto keeping the library open, relevant, and thriving in past, present, and into the future

3. Assure the Carmel Public Library Foundation and its generous donors of the City's dedication to having an exemplary public library

4. Ensure that funds raised for the Library will continue to be use-restricted and that Foundation investments in Library facilities/equipment will not in any way diminish or alter the City's ongoing responsibility for proper Library maintenance and upkeep
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL.BY.THE.SEA this 8th day of January,2024, by the following roll call vote:

AYES: Councilmembers Baron, Dramov, Ferlito, Richards, and Mayor Potter NOES. None
ABSENT: None
ABSTAIN: None
Dave
DfrL
Potter, Mayor Nova ,M lerk
SIGNED: ATTEST: - .;' I' v
Attachment 6

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
July 8, 2024

ORDERS OF BUSINESS
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Ashlee Wright, Director, Libraries & Community Activities APPROVED BY: Chip Rerig, City Administrator
SUBJECT: Receive and review the Request for Proposals for Architectural Services for the Harrison Memorial Library provide staff with direction
RECOMMENDATION:

Receive and review the Request for Proposals for Architectural Services for the Harrison Memorial Library and direct staff to:

1. Include any further amendments

2. Release the Request for Proposals
BACKGROUND/SUMMARY:

The Ad Hoc Committee for the Library Master Plan is made up of President John Krisher and Trustee Phil Pardue. As representatives of the Board of Trustees, the Ad Hoc Committee remains committed to ensuring that library services are continuous and facilities are well-maintained during the renovation planning process and during potential renovation.

As such the Board of Trustees adopted the following guiding principles proposed by the Ad Hoc Committee to be taking into account when the Trustees are evaluating building options and/or making recommendations to Council:

1. Well maintained facilities that meet the patrons needs

2. Maximize service hours

3. No negative impact to the workforce (Library Staff)

4. No extra cost to the City residents

5. Minimal disruption to services.
2024 PROJECT TIMELINE TO-DATE
February 28, 2024: Ad Hoc Committee requested a presentation from a Public Works representative on the current maintenance requirements for both library branches and their criticality.

March 5, 2024: City Council received a presentation on the proposed FY 2024-2025 Capital Improvement Plan projects, which included the carryover of the Library Facilities Master Plan Phases II-IV and requested an update and presentation on Phase I Library Facilities Master Plan.

March 20, 2024: At a special Library Board meeting the Library Director and the Public Works Director presented on both the current maintenance requirements for the facilities and a high-level overview of the Master Plan Phase I report.

April 2, 2024: At the regular City Council meeting the Library Director and the Public Works Director provided a presentation to the City Council and Council provided staff with direction to solicit community input to inform a Request for Proposals (RFP) for Architect Services for the renovation of the Harrison Memorial Library.

May 16: The first of two workshops to solicit community input to inform the drafting of an RFP was canceled due to lack of public participation.

May 23: The second of two workshops to solicit community input to inform the drafting of an RFP was attended by 7 members of the public in addition to representatives from the Board of Trustees and the Carmel Public Library Foundation Board.

One of the biggest themes of the workshop was that attendees did not want the library to change; library users like its cozy traditional library atmosphere with books and comfy seating, the variety of programs, and the hub-role that the library plays for the community.

Further, staff has had a survey regarding library services open to the public (both digital and print) for the better part of this year and those survey results are in alignment with what was shared at the workshop. *Note and unrelated - At both the workshop and in the survey results the public was very clear about restoring Saturday hours which staff are working on.

At a special meeting on June 19 the Trustees reviewed the Request for Proposals (RFP) for Architect Services, provided staff with direction for edits as follows:

1. Amend the last sentence of the second paragraph of Section "II. General Introduction and Project Description" from "validate or amend" to "validate, amend, or replace"; and replace that language where it appears throughout the RFP as it relates to the Master Plan Phase I.
1/15/25, 2:36 PM Coversheet
https://carmel.novusagenda.com/agendapublic/CoverSheet.aspx?ItemID=6508&MeetingID=1551 1/2 Attachment 7

2. Add language to the last paragraph of Section "III. City of Carmel and the Library" to highlight the importance of exploring opportunities for innovative design to support efficient and imaginative library services, alongside historic preservation, critical infrastructure upgrades, and gentle, community supported change.

3. Require that the Proposer include methodology and cost estimates for a phased approach to this project, in addition to the traditional cost proposal for comparison and evaluation.

Working through the development of the RFP staff originally identified three factors that need to be in balance in order for this project to be successful:

1. Community input and support of the project

2. Historic preservation needs of a public building

3. Critical infrastructure upgrades, such as seismic, electric, plumbing, ADA improvements, etc.

Based upon the input from the Trustees, staff would also include the language of #2 above regarding library innovation, as a 4th factor. These factors are discussed in section III of the RFP and serve as a theme throughout. The Architectural Firms that respond to this RFP and the firm that is ultimately awarded the contract will need to demonstrate that they are adept and experienced at balancing historic preservation needs, critical infrastructure upgrades, and innovation while ensuring that necessary changes happen gently and thoughtfully to balance infrastructure needs with community expectations.

With the aforementioned amendments, the Trustees recommend that the RFP be remanded to the City Council for final review approval and that the City Council approve the RFP for release.

FISCAL IMPACT:

None related to issuance of an RFP.

PRIOR CITY COUNCIL ACTION:

At its regular meeting held April 2, Council directed staff to solicit community input to inform a RFP for Architect Services.

ATTACHMENTS:

Attachment 1) RFP Architect Services Harrison Library
1/15/25, 2:36 PM Coversheet
https://carmel.novusagenda.com/agendapublic/CoverSheet.aspx?ItemID=6508&MeetingID=1551 2/2 Attachment 7

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
August 6, 2024

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

Review the Request for Proposals (RFP) for Architect Services for the renovation of the Harrison Memorial Library and the list for the Architect Selection Committee RECOMMENDATION:

1. Review and provide direction on the Request for Proposals (RFP) for Architect Services for the renovation of the Harrison Memorial Library.

2. Review and provide direction on the Architect Selection Committee.

BACKGROUND/SUMMARY:

At the July 7, 2024 Special City Council meeting the City Council reviewed the Request for Proposals (RFP) for Architect Services for the renovation of the Harrison Memorial Library and provided staff with direction to return to Council at the August meeting with the following:

1. Updated language in the RFP specifically in the criteria section calling out the necessity of a library consultant for the project.

2. A draft agreement between the City and the CPLF regarding funding responsibility for the project.

3. Proposed committee members to review the RFP, including 1-2 architects.

The RFP is attached with updates requested by Council highlighted in yellow. The Trustees also received the Architect Selection Committee list from the CPLF for Council review.

At this point in time the draft legal agreement is being reviewed by the CPLF, and is not attached to this report for that reason. 2024 PROJECT TIMELINE TO-DATE
February 28, 2024: Ad Hoc Committee requested a presentation from a Public Works representative on the current maintenance requirements for both library branches and their criticality.

May 16, 2024: The first of two workshops to solicit community input to inform the drafting of an RFP was canceled due to lack of public participation.

May 23, 2024: The second of two workshops to solicit community input to inform the drafting of an RFP was attended by 7 members of the public in addition to representatives from the Board of Trustees and the Carmel Public Library Foundation Board.

June 19, 2024: The Trustees received the RFP for review, provided staff with feedback, and made a recommendation for Council review and approval.

July 7, 2024: The City Council provided staff with direction to add language to the RFP, specifically in the criteria section calling out the necessity of a library consultant for the project. In addition, the City Council directed staff to return with a draft agreement between the City and the CPLF regarding funding responsibility for the project. The Council requested that this RFP and agreement return to them for review at the August Council meeting.

July 29, 2024: The Trustees received the RFP for review, provided staff with feedback, and made a recommendation for Council review and approval. The Trustees also received the Architect Selection Committee list from the CPLF for Council review.

FISCAL IMPACT:

None at this time.

Attachment 8
PRIOR CITY COUNCIL ACTION:

Please see chronology above.

ATTACHMENTS:

Attachment 1) RFP
Attachment 2) Architect Selection Committee
Attachment 8
City Of Carmel-by-the-Sea

REQUEST FOR PROPOSALS (RFP)
RFP #2024-25-001

REQUESTS FOR PROPOSALS FOR

ARCHITECTURAL SERVICES FOR

THE HARRISON MEMORIAL LIBRARY

RENOVATION PROJECT
Proposals must be postmarked by Friday, Ocotber 4, 2024.

Attachment 9
Table of Contents
I. Request for Proposals.........................................................................................................................2 II. General Introduction and Project Description.............................................................................3 III. City of Carmel-by-the-Sea and Library..........................................................................................3 IV. Qualifications and Related Experience.........................................................................................4 V. Scope of Services................................................................................................................................5 VI. Submittal Requirements..................................................................................................................11 VII. Instruction for Proposals.................................................................................................................13 VIII. Evaluation Criteria............................................................................................................................ 14 APPENDIX 1 - Tentative Schedule....................................................................................................... 16 APPENDIX 2 - Sample Professional Services Agreement............................................................ 17 Attachment 9
I. REQUEST FOR PROPOSALS
The CITY OF CARMEL-BY-THE-SEA (hereinafter "City") requests proposals from qualified persons/organizations for the purpose of providing professional architectural services for the renovation of the Harrison Memorial Library. Proposals shall be submitted to City of Carmel-by-the-Sea
ATTN: Nova Romero
City Clerk
P.O. Box CC, Carmel-by-the-Sea, CA 93921
Proposals must be postmarked no later than Friday, August 23, 2024.

SCOPE OF SERVICES. The City has prepared an outline of required services in Section V. SCOPE OF SERVICES, of this Request For Proposals (“RFP”).

REQUESTS FOR CLARIFICATION OF THE RFP. If any Proposer has any question regarding the meaning of any part of this RFP, or finds discrepancies in or omissions from this RFP, the Proposer shall submit via electronic mail a written request for clarification to City Clerk, Nova Romero, [email protected]. The deadline to submit questions is Friday, September 13, 2024 by 5:00 p.m. All questions and City responses shall be posted on the City’s website by 5:00 p.m. on Friday, September 20, 2024.

PROPOSAL INSTRUCTIONS. Instructions for the submission of proposals are set forth throughout this RFP.

Proposal shall be no longer than 25 pages in length.

CITY’S REVIEW OF PROPOSALS. All proposals deemed responsive shall be reviewed and evaluated by a committee composed of City representatives, Carmel Public Library Foundation representatives, and members of the public in order to determine which proposal best meets the City’s needs. The criteria by which to evaluate proposals is set forth in this RFP. The City reserves the right to extend an invitation for interview, to reject any and all proposals and / or waive any irregularities in any proposal.

AWARD OF AGREEMENT. The City currently anticipates awarding a negotiated professional services agreement for Architectural Services for the Harrison Memorial Library Restoration and Renovation Project. A copy of the City’s Professional Services Agreement form is attached in Appendix 1. No proposal or professional services agreement shall be binding upon the City until the Agreement is signed by the selected Proposer and executed by the City.

MANDATORY PRE-PROPOSAL SITE TOUR. The City will hold a mandatory pre-proposal site tour Tuesday, August 28 beginning at 9:00 a.m. at the Harrison Memorial Library at the Northeast corner of Ocean Avenue and Lincoln Street.
3 Attachment 9
II. GENERAL INTRODUCTION AND PROJECT DESCRIPTION
The City of Carmel-by-the-Sea (hereinafter referred to as the “City”) is soliciting proposals from Licensed Architectural firms (hereinafter referred to as “provider” or “Proposer”) to provide professional services for design, community engagement, and preparation of bid documents and construction support for the restoration and renovation of the historic Harrison Memorial Library (herein referred to as the “Library”). The scope of work includes design development, community outreach, engineering, preparation of bid documents, and bidding/construction support for Public Works competitive bidding, construction cost estimating, schedule monitoring, preparation of reports and recommendations, and project management.

The Harrison Memorial Library restoration and renovation project will improve ADA accessibility, in addition to restoring a historic building. A Master Plan was completed by Jayson Architecture in July of 2023 for both the Harrison Memorial and Park Branch Library buildings, however the focus of this RFP and scope of work is only for the Harrison Memorial Library. The selected firm will be tasked to work with the City, Harrison Memorial Library Board of Trustees, and Carmel Public Library Foundation, project managers, and the community at large to validate, amend, or replace the current conceptual program and proceed with the Scope of Work outlined by the City.

III. CITY OF CARMEL AND THE LIBRARY
Carmel-by-the-Sea was first incorporated as a City in 1916. It was founded by artists and writers – among them Jack London, George Sterling, Mary Austin and Robinson Jeffers. Carmel-by-the-Sea is rich in natural beauty and prides itself on its white sand beach, landscaped bluffs, urban forest, and natural park lands, has a wonderful downtown with diverse shopping, and an accessible and responsive government. The City is a world-renowned tourist destination located on the Monterey Peninsula in central California. Home to 3,722 residents, this one-square mile village in a forest by the sea is known for its natural beauty and rich artistic history.

The Library is a City Department and as such adheres to all City policies and procedures. The Library is governed by the Harrison Memorial Library Board of Trustees, appointed by the City Council, who approve the annual operating budget, approve and enforce library specific policies, have the oversight of both Library facilities, and make recommendations to the City Council regarding the Library when needed.

The Library has three funding sources: 1. The City of Carmel-by-the-Sea which funds staff salaries and building maintenance for both library buildings,: 2. The Friends of Harrison Memorial Library which formed in 1971 and raises funds to support operations; and 3. The Carmel Public Library Foundation (“CPLF”) which was established in 1990 and provides for the majority of the Library’s operating budget and additional special projects from time to time. It is anticipated the funds for this project will be raised by the Carmel Public Library Foundation.

Library service in Carmel began in 1906, when the Carmel Free Library Association began lending books from a little redwood building. For a fee of one dollar per year, people could borrow any one of 500 books from the Association’s “Reading Room” heated by a wood burning stove. The Harrison Memorial Library building opened in 1928 and was built by local contractor M.J. Murphy with input from California architect Bernard Maybeck,, and financed by a bequest from Ella Reid Harrison as a memorial to her husband, California Supreme Court Justice Ralph Chandler Harrison. The library has had two additions: one in 1949, followed by another expansion in the 1970’s. In 1988 the Crocker Bank located on the corner of Mission Street and 6th Avenue, 3 blocks away from the Harrison Library was purchased by Mayor Clint Eastwood to serve as the Children’s Library and Local History repository.

In 2023 the City of Carmel-by-the-Sea engaged Jayson Architecture to prepare a Phase I conceptual design for 4 Attachment 9
both library facilities, which has been reviewed by the Library Board of Trustees and City Council. As part of this project there will be a first phase of conceptual design, during which time this conceptual design completed by Jayson Architecture will be revisited and reconsidered based upon new input from the City, the selected Architectural firm, and members of the community through public outreach. Project information and supporting documents can be viewed at ci.carmel.ca.us/harrison-memorial-library-board-trustees This spring, at the direction of the City Council staff held two public workshops to ascertain how the community sees the library being used into the future to inform this Request for Proposals. While the first workshop held May 16 was not attended by any members of the public, the second workshop held May 23 was attended by a small group. One of the biggest themes was that attendees did not want the library to change; library users like its cozy traditional library atmosphere with books and comfy seating, the variety of programs, and the hub-role that the library plays for the community. The Architectural Firm that is awarded this contract will need to be incredibly adept at balancing historic preservation needs, exploring opportunities for innovative design to support efficient and imaginative library services, and integrating critical infrastructure upgrades, while ensuring that necessary changes happen gently and thoughtfully to balance infrastructure needs with community expectations.

IV. QUALIFICATIONS AND RELATED EXPERIENCE
The City is seeking Architectural services specializing in the preservation and rehabilitation of California’s historic structures and fully versed in the Secretary of the Interior’s Standards as well as, the State of California’s Historical Building Code and their implications on individual projects. The selected firm will provide architectural restoration recommendations, and design plans while ensuring the integration of modern amenities without compromising the building's historical integrity. In addition the firm will have demonstrated, through its body of work, expertise in the restoration and seamless upgrading of historic buildings and a researched understanding of the region’s built tradition.

Proposals will be considered only from Architectural firms who can demonstrate the following minimum qualifications:

1. Architectural firm is licensed to practice architecture in the State of California, and is able to effectively provide the required professional services.

2. The individual or individuals or sub-consultants who will be assigned the responsibility to projects shall have significant experience in design and construction consulting within the last five years in the State of California.

3. Proposer and staff shall be knowledgeable of all applicable building codes, American with Disabilities Act / Facilities

4. Experience in with building conservation, historic preservation, sustainability, and the interrelationship between older structures and community context.

5. Experience with design and construction consulting for public buildings.

6. Transition Plans, federal, state and local by-laws as applicable.

7. History of successfully managing other contracts with public or private agencies

8. Ability to meet any required timelines or other requirements. 5 Attachment 9
V. SCOPE OF SERVICES
General Services. The Proposer will demonstrate that they can perform all architectural, engineering and project management related work necessary to prepare plans and specifications suitable for public works bidding to restore the historic Harrison Memorial Library, including:

1. A traditional approach to renovation during which the library is closed and services are relocated for the duration of construction; and

2. A phased approach to renovation that allows the library to remain open and operational during the project, with construction impacts minimized to the fullest extent.

Consultant services shall include, but are not limited to: project management, design development, bid documents, bidding support, and construction support services.

Architectural and engineering services shall consist of all items of work necessary for verification of building program, site planning, exterior schematic design, city review, design development, City development review, construction documents, plan submittal, contract documents, and construction administration for an approximately 7,300 square foot Library. The architect selected for this project will peer review a completed Phase I conceptual program and finalize the building program. The selected Architectural Firm will perform the following services which will include but is not limited to:
● Design Development
● Conceptual design
● Schematic design
● Mechanical Engineering and design
● Electrical Engineering and design
○ Provide design and coordination of Intermediate Distribution Frame (IDF)/Main Distribution Frame (MDF) which includes the following:
■ Electrical Diagram (include circuit panels, wiring specs, power distribution) ■ Low Voltage Diagram (fiber cables, CAT 6 cables, patch panels, conduits and/or cable trays, wireless access points, card key access panels, CCTV, IP based PA system)
■ Note that design team shall coordinate with City to document all elements necessary to make low voltage system a “turn-key” process
● Structural Engineering and design including Seismic Analysis (in coordination with the Public Works Department)
● Plumbing Engineering and design (in coordination with the Public Works Department) ● Utilities Design and Coordination
● Lighting Engineering
● Acoustical Engineering to mitigate excessive site noise ○ For sensitive spaces, room acoustics for community room, meeting and study rooms and the stack/study areas and HVAC noise and vibration for all spaces ● Security System design
● Hazardous Materials handling
● Artistic renderings
● Library consulting
6 Attachment 9
● Interior Design Services including interior materials, finishes, and fixturesAudio Visual (A/V) system design including related electrical and data requirements ● Full Building Energy Modeling for LEED v4 & Title 24. Needs to meet Calgreen mandatory measures and LEED Gold w/ verification by LEED AP. This item is to be an optional service and should be included as such in the cost proposal.
● Signage consultant to design turnkey signage package for informational, directional, site, and fire and life safety signage.
● Management of all engineering and specialty consultants ● Construction cost estimation
● Preparation of Construction Documents for plan check submittal and bidding ● Construction administration and support
● Post-occupancy review and minor re-designs as needed
Project Management. The Architectural Firm will be the primary responsible party for managing the project’s schedule and consultant contract budget. In addition, the Architectural Firm is expected to attend a monthly progress) meeting and prepare action item logs for subsequent follow-up. The Architectural Firm is expected to maintain frequent and timely communication with City staff and the CPLF throughout the duration of the project.

All project schedules shall be prepared in Gantt chart format. Three weeks for each City review shall be included. Schedule updates shall be provided at all progress meetings. Architectural Firm’s own team should have provisions for quality assurance/quality control over the work product prepared for the City. A statement of peer review will be required for overall constructability, coordination, and reasonable reduction in errors and omissions. The Architectural Firm is expected to communicate often and early with respect to the schedule and budget.

The Consultant team will complete the following tasks and meetings throughout the duration of the project. ● Bi-weekly project management conference call with the City (may be combined with another project meeting as appropriate)
● Monthly Progress in person Check-in with the City
● Progress Check Ins with key stakeholders at intervals appropriate to the development of the design (may be combined with another project meeting as appropriate, if not combined, maximum of 5 separate meetings)
● Meeting Documentation (Agenda and Minutes for any ABA led or facilitated project meeting) Design Development. The Architectural Firm shall be the Engineer of Record and responsible for design and preparation of complete plans and technical specifications for the project. The Architectural Firm must perform an adequate field investigation to confirm existing conditions.

Because there already exists a conceptual design for the Library, there will be a first phase of conceptual design review, during which time this conceptual design will be revisited, reconsidered and revised, or replaced based upon new input from the clients, the selected firm, and members of the community through a public outreach effort. Links to the conceptual design materials and supporting documents are available at ci.carmel.ca.us/harrison-memorial-library-board-trustees The selected Architectural Firm shall be responsible for working with City staff, the Library Board of Trustees, 7 Attachment 9
and the Carmel Public Library Foundation to facilitate the community outreach and participation process in coordination with the project manager and the City. To date the City has conducted minimal community outreach. Most of these outreach efforts will take place during the conceptual design refinement and schematic design phases, but follow up during later phases will also be required. It is incredibly important that all members of the community have an opportunity for their voice to be heard.

All work is to be in compliance with all applicable rules, regulations, code, law, and good practice for public facilities. When possible, the Architectural Firm shall incorporate “green” building/construction practices, sustainability, energy efficiency, and low operations and maintenance costs into recommendations and subsequent design.

Use of contractors, and all applicable subcontractors which are required to pay prevailing wages, requires registration with the State of California, Department of Industrial Relations (DIR) through the Public Works Contractor Registration Program (PWC Registration) before bidding, being awarded, or performing work on public works projects in California. This includes those performing surveying work, material testing, inspection, trucking, boring, potholing, concrete deliveries and temporary service companies who provide workers to prevailing wage contractors. Specifications shall be prepared accordingly.

Plans and specifications shall provide sufficient detail to result in a good quality product while allowing competitive pricing where possible and appropriate and provide options to the contractor where appropriate to obtain the same good level of quality for the best bid price. Plans and specifications shall not specify proprietary products or services.

The City will facilitate (setup, lead, document outcomes) for all Core Team meetings. The Architectural Firm will attend a total of up to 3 Core Team meetings during design development and will incorporate comments and decisions from these meetings into the design.

The Architectural Firm will prepare for, facilitate, and document meeting(s) in which the City and Firm will:
● Review Design
● Review Pertinent Regulations
● Review Regulatory Approval Process & Requirements.
● Discuss any potential issues or concern with the following groups:
○ City Council
○ City Administrator’s Office
○ Harrison Memorial Library Board of Trustees
○ Carmel Public Library Foundation Board of Directors
○ Public Works Department
○ Community Planning and Building Department (as applicable) Conceptual Design Refinement. The conceptual design phase shall include refinement of the pre-existing conceptual design prepared by Jayson Architects. During this phase, there will be additional public outreach and coordination with the clients, City, CPLF, and the City Council. A presentation to City Council will be required to get approval to proceed with the 30% design.

Links to the conceptual design materials are available
at
8 Attachment 9
ci.carmel.ca.us/harrison-memorial-library-board-trustes 30% Submittal & Design Review. The Architectural Firm will submit the 30% complete Design Development Set of the proposed restoration and renovation of the Library for City and CPLF review, including hand drawn renderings.

The Architectural Firm will submit three (3) full size sets and three (3) half size sets as well as a PDF digital copy.

The 30% submittal will be provided three weeks prior to the following core team meeting to review City Comments.

The 30% submittal will include:
● Cover sheet and plan sheets with base mapping and preliminary details. ● Hand drawn renderings
● Cut sheets for equipment/appurtenances.
● Schematic Materials Palette
● Coordination of utilities
● Project schedule update
● 30% construction cost estimate
● Table of Contents list for technical specifications
● Water Efficiency design calculations
● Energy model
● Status of application for PG&E
● LEED checklist on track to meet LEED Gold (optional)
● Documentation of outreach with franchise utility companies for facilities needing to be relocated or adjusted to grade as a result of the proposed construction activities Page Turn Meeting. The Architectural Firm will prepare for, facilitate, and document a Page Turn meeting in which we will review the 30% design submittal for the renovation of the Library. The Architectural Firm will present the design submittal including key features of the plans to project reviewers and answer questions and note any initial comments. The City and CPLF team will then review the plans and provide complete comments following the meeting.

Presentation. The Architectural Firm shall present the 30% plans to the Harrison Memorial Library Board of Trustees, Carmel Public Library Foundation Board of Directors, as well as the City Council for review. These meetings will be open to the public and feedback from the Boards/Council/Public will be received and incorporated in the design documents.
75% Submittal & Design Review. The Architectural Firm will submit the 75% complete Design Development Set of the renovation of the Library for City and CPLF Review, Plan Check, Constructability Review and Bid-Ability review. Consultant will submit three (3) full size sets and three (3) half size sets as well as a PDF digital copy. The RFP for the Harrison Memorial Library 75% submittal will be provided three weeks prior to the following core team meeting to review City Comments. The 75% submittal will include:
● 75% Plans with all subcontracted work accounted for in this submittal. All project details have been accounted for.
● 75% specifications including technical specifications and special provisions, with recommended changes in track changes format.
○ Bid schedule and item descriptions
○ A list of minimum required submittals during construction ○ List of information available to Bidders (provided by City) ○ A table listing all inspections (including any special inspections and materials testing) and associated responsibility
9 Attachment 9
○ A table list of material warranties, and associated warranty periods ● Updated Materials Palette
● Project schedule update
● 75% construction cost estimate (bid schedule)Utility conflicts have been resolved or a timeline for resolution has been determined
● Responses to the City’s 30% review comments
● New utilities
● LEED checklist (optional)
100% Submittal.

The Architectural Firm will submit the 100% complete Design Development Set of the restoration and renovation of the Library for City and CPLF Review, Plan Check, Constructability Review and Bid-Ability review. The Architectural Firm will submit three (3) full size sets and three (3) half size sets as well as a PDF digital copy. The 100% submittal will be provided three weeks prior to the following core team meeting to review City and CPLF comments. The 100% submittal will include:
● Peer review shall have been accomplished by this stage, with the statement and signature on the cover sheet. The professional shall sign, date and seal the following Certification of Peer Review on the plan set cover sheet with the transmittal of the final plans and specifications:
○ “The undersigned hereby maintains that a professional peer review of these plans and the required designs was conducted by me, a licensed Architect with expertise and experience in the appropriate fields of architecture equal to or greater than the Architect of Record, and that to the best of my knowledge and belief the appropriate corrections have been made.” ● 100% specifications
● Reviewed bid instructions
● Finalized technical specifications
● Finalized Special Provisions
● Finalized Materials Palette
● Project schedule update
● 100% construction cost estimate
● Responses to the City’s 75% review comments, along with return of mark ups ● New utilities
● LEED check list (optional)
● PG&E new service
● Prepare submittal for the City building department and obtain a building permit The Architectural Firm will complete the following:
● 100% Design Construction Document Set
● Written Responses to City Comments
● Meeting Documentation
Submittal of Bid Package. The Architectural Firm will submit the Bid Package. The bid package will incorporate the City’s final comments from the 100% submittal, including incorporation of all other team and stakeholder comments. The Bid Package submittal will include hard copies and digital format (PDF and native format) of each of the documents listed below:
● One hard copy full size set of drawings stamped and signed on each sheet by the Architect of Record and by discipline, as well as a PDF digital copy.
10 Attachment 9
● Technical specifications, with cover sheet stamped and signed by all required disciplines in PDF format. ● Final project schedule update
● Final construction cost estimate
Deliverables Bid Package
● Drawings
● Technical Specifications
● Revised Special Provisions
● Construction Cost Estimate
● Written Responses to City Comments
● LEED checklist (optional)
Bid Services. The fourth phase, Bid Services, will support the bid process through the City’s project manager (PM). During bidding, all communications will be directed through the City’s PM. This phase will include:
● Architectural Firm attendance at a pre-bid meeting
● Response to all bidder’s requests for information (RFIs) ● Support City’s coordination efforts to inform plan-holders of significant responses to RFIs. ● Preparation of addenda as necessary. If addenda to bid documents are extensive and are because of the Architectural Firm’s work product, conformed documents shall be prepared at no expense to the City. City will provide reproduction services.

Phase 4 Deliverables. The Architectural Firm will complete the following:
● Responses to Requests for Information
● Addenda
● Conformed Documents, if required
Construction Services. Construction Services will support project construction through the City or the City-hired Construction Management Firm. This phase will include:
● Attend and prepare information for a coordination meeting between the design team and the construction management team. The Architectural Firm shall be prepared to address:
○ Key Project Design Drivers
○ Possible construction pitfalls as it relates to meeting design intent ○ Items for the construction management team to be aware of (special working hours, shortened timelines for submittal reviews, etc.).
○ Attend the pre-construction meeting.
○ Attend approximately 10 periodic construction progress meetings, but quantity will be adjusted as appropriate to the schedule and pace of the work
○ Participate in the final walkthrough and development of punch lists. ○ Respond to RFIs, which includes clarifying or providing revisions or additional detail where necessary on the plans and specifications. Response to RFIs shall be timely in order to avoid construction delays and claims.
○ The consultant shall stamp and sign any revisions to the contract plans as a result of responses to RFIs or as a result of executed change orders. Consultant shall ensure that all changes are in compliance with the applicable codes and coordinate with DSA. ○ Review and respond to all submittals within the period allocated in the contract documents. ○ Review any proposed substitutions, if any, for conformance to plans and specifications. 11 Attachment 9
○ Review and make recommendations on proposed changes to the contract (Request for Quotations and Contract Change Orders).
○ Prepare Record Drawings based upon red-lines provided by the contractor and field reviews.

Final Record Drawings will be submitted electronically, in PDF and CAD format. ○ Participate in the “Lessons Learned Meeting” with all parties at the end of the project Reimbursable Expenses and Markups. For preparation of the cost proposal template and invoicing during the project, no markups shall be allowed on reimbursable expenses and the maximum markup on each sub-consultant shall be 5%. Optional services, if any, may be included as separate line items in the cost proposal.

Construction Deliverables. The Architectural Firm will complete the following:
● Responses to Requests for Information
● Submittal Reviews
● Punch list
● LEED Checklist and corresponding letter by project LEED AP noting intent to achieve LEED Gold (Optional)
● As-Built Drawings
● Meeting Documentation
VI. SUBMITTAL REQUIREMENTS
Proposal Requirements. The proposal should include elements and be organized in the order presented below.

1. Transmittal or Cover Letter
a. To the attention of: Nova Romero, City Clerk, P.O. Box CC, Carmel-by-the-Sea, CA 93921 b. Signed by an officer of the prime consultant. In case of joint venture or other joint-prime relationship, an officer of each venture partner shall sign.

2. Acknowledgement of Addenda
a. If any addenda are issued, you must acknowledge your receipt of them either by including a statement in your transmittal letter or by returning signed addenda with the proposal.

3. Firm Profile and Project Team
a. Project Architect description.
b. The prime consultant and sub-consultants (if applicable) must be able to demonstrate expertise, experience, and the ability to provide the services and complete the tasks described in Section VI Scope of Services. The expertise and experience must include, but is not limited to, electrical, mechanical, and structural engineering, library consultant(s) and architectural services. Include a brief description of the prime consultant firm (firms) and sub-consultant team (if applicable), including number of employees and years in business.
c. Prime(s): Provide a detailed resume of the proposed principal-in-charge, the lead engineer, and any other parties that will be responsible for this project. The lead engineer shall be a full-time employee of the prime(s). Clearly identify each individual’s relevant experience (former projects) with photos.
d. Sub-Consultants: Provide a detailed resume of the proposed project manager (PM), who shall be a full-time employee of each sub-consultant for this project, including library consultant(s). Clearly identify the PM’s relevant experience (former projects) with photos. e. Confirm that the key project personnel identified by the prime consultant and sub-consultants 12 Attachment 9
shall not be substituted without approval of the City. The City must also approve any new, key team members.
f. A table of organization setting forth the project manager, supporting staff, and sub- consultants.

4. Relevant Experience – Prime Consultant and Sub-Consultants Describe experience in providing the necessary services for at least three (3) projects similar in size and scope to the individual projects listed in Section I.C. Project Description, with a minimum construction value of at least $750,000 for each example project. For each project, provide the following information:
● Client name, project name and location.
● Description of project scope.
● Month and year commenced and was (or will be) completed. ● Project construction cost.
● Contract amount.
● Firm’s project responsibility.
● Names of key personnel involved in working on the projects. ● Two (2) client references for each project, including contact names, addresses, and telephone numbers.

5. Project Approach, Organization, and Local Presence
a. With reference to Section I. Project Information of this RFP, present your approach and organization for providing services on these projects. Indicate your understanding of the critical project elements, including library operations and functionality, and what special approaches your team will feature to manage these elements.

6. Project Timeline and Schedule
a. Layout the proposed timeline of the project through completion of construction and post-construction occupancy review, including an alternative timeline that takes a phased approach to construction allowing the library to stay open during construction. b. Describe the time schedule for each proposed task and subtask. Indicate proposed work periods, milestones, and proposed completion dates, as well as anticipated regular meeting periods

7. Additional Services
a. The consultant may propose any additional, optional services it believes would complement or augment the scope of services requested by this RFP. The City reserves the right to consider these additional, optional services in its evaluation of proposals and may, at its sole discretion, award additional, optional services to any proposer.

8. A summary of the consultant’s understanding of the contract requirements as a whole and the unique capabilities to perform the services required.

9. An identification of any modifications to the attached Professional Consulting Services Agreement (APPENDIX A) the consultant would require prior to entering into an agreement with the City.

Cost Proposal and Hourly Billing Rates. The Architect shall provide a separate fee proposal for the requested services. The actual dollar fee paid to the Architect shall be fixed. The architect’s cost proposal shall also include all fees to be paid to the Architect’s consultants. In addition to the fixed fee for the project, the architect shall provide a schedule of hourly billing rates for the various levels of staff who may participate in the project, should the need for extra services arise. No additional markup will be allowed on fees quoted.

The cost proposal shall be submitted with the Proposal in a separate, sealed envelope marked “LIBRARYCOST PROPOSAL”, with the architectural firm name. Payments to the architect shall be made on a monthly 13 Attachment 9
basis and shall be in proportion to services performed.

All prints and reproduction charges for documents used by Architect and their consultants for their “in house” use are to be included in the contract price. Electronic copies of any prints are preferred for City check sets, progress sets and all plans required for City plan checks. If paper copies are needed they will be requested specifically by the City and will be considered reimbursable expenses. All reimbursable expenses shall require prior authorization from the City.

1. The prime consultant shall provide a cost proposal to accomplish each deliverable and phased task (per Section I.D. Scope of Services).

2. The prime consultant and sub-consultants shall provide a complete list of all staff hourly rates of the positions by name that would be invoiced, i.e., Principal, Lead Engineer, CAD drafter, Administrative Support, etc. Hourly rates shall be divided into base salary, fringe benefits, overhead, indirect cost surcharges, profit, consistent with Caltrans Local Assistance Procedures Manual for federally-funded A&E contracts.

3. The prime consultant shall self-perform at least 50% of its proposed contract amount.

4. The contract amount will be an actual cost-plus-fixed fee with a maximum not-to-exceed amount. During the contract term, there is no provision for hourly rate increases or adjustments. If an amendment to extend the contract expiration becomes necessary, hourly rate increases/adjustments will be permitted in accordance with Caltrans LAPM and applicable local ordinances.

5. The proposal shall show a lump sum cost estimate for each task identified with a breakdown. In addition, sub-consultants should be identified in the scope of work. a. Provide cost estimates for each subtask by classifications, providing hourly billing rates for personnel, with the estimated total based on hourly estimates. The estimate shall include all clerical, administrative, and support functions.
b. The cost estimate shall include provisions for meeting with the agency to report progress of the work

6. The proposal will included cost estimates for both:
a. A traditional approach to renovation during which the library is closed and services are relocated for the duration of construction; and
b. A phased approach to renovation that allows the library to remain open and operational during the project, with construction impacts minimized to the fullest extent.

VII. INSTRUCTIONS FOR PROPOSAL
Format Of Envelope For Proposal. The Submitter shall deliver the proposal in a sealed envelope clearly marked on the outside: “PROPOSAL FOR HARRISON MEMORIAL LIBRARY" as well as the name of the proposer.

Quality Of Proposals. Unnecessarily elaborate or glossy proposals are neither expected nor desired. The emphasis of the proposal should be on responding to the core requirements set forth in this RFP.

Proposer’s Signature / Cover Letter. An authorized representative of the Proposer shall sign the cover letter which identifies the legal name of the Proposer, along with name of contact person, address, phone number, and email address. The cover letter may also be supplemented by a brief narrative about why the proposer is interested in this opportunity.
14 Attachment 9
Contents Of Proposal. In addition to the cover letter, the Proposer shall provide five sections in the following order: (A) Qualifications and Related Experience of Proposer, (B) Proposed Scope of Services, (C) Approach toArchitectural Services, (D) Project Timeline and Schedule, and (E) If applicable any additional proposed services not covered in this Request for Proposals. Proposals shall be no longer than 30 pages in length.

City’s Review Of Proposals. After the proposals are received, the Architect Selection Committee (see Exhibit A), an evaluation committee consisting of City staff, Library Board Trustees, Carmel Public Library Foundation representatives, and community stakeholders shall review all proposals for responsiveness to the RFP. In reviewing the proposals, the City will consider all elements identified in the Evaluation Criteria section shown below. Proposers who do not meet the evaluation criteria will be notified that they will not be advancing in the evaluation process.

Award Of Agreement. Upon completion of the review period, the City shall notify those Proposers who will be considered for further evaluation. All Proposers so notified shall meet with the City’s designated Manager(s) to discuss entering into a Professional Services Agreement for architectural services for the renovation of the Harrison Memorial Library.

1. If the City determines, after further evaluation and negotiation, to award a Contract, a Contract shall be sent to the successful Proposer for the Proposer’s signature. No proposal shall be binding upon the City until after the Agreement is signed by duly authorized representatives of both the Proposer and the City.

2. The City reserves the right to reject any or all proposals, and to waive any irregularity. The award of the Agreement, if made by the City, will be based upon a total review and analysis of each proposal.

Proposals Are Public Records. Each Proposer is hereby informed that, upon delivery of its proposal to the City, the proposal is the property of the City.

1. Unless otherwise compelled by a court order, the City will not disclose any proposal while the City conducts its deliberative process in accordance with the procedures identified in this RFP.

However, after the City either awards an agreement to a successful Proposer, or the City rejects all proposals, the City shall consider each proposal subject to the public disclosure requirements of the California Public Records Act (California Government Code Sections 6250, et seq.), unless there is a legal exception to public disclosure.

2. If a Proposer believes that any portion of its proposal is subject to a legal exception to public disclosure, the Proposer shall: (1) clearly mark the relevant portions of its proposal “Confidential”; and (2) upon request from the City, identify the legal basis for the exception from disclosure under the Public Records Act; and (3) defend, indemnify, and hold harmless the City regarding any claim by any third party for the public disclosure of the “Confidential” portion of the proposal.

VII. EVALUATION CRITERIA
The City is seeking comprehensive proposals addressing all sections identified. The maximum number of 15 Attachment 9
pages for the proposal, including cover letter, contents, resumes, and exhibits, shall not exceed 25 pages.

Covers and tabs are not counted. The following criteria will be considered by the City:

1. Responsiveness to this RFP

2. Qualifications and related experience.15

3. Project Understanding – Understanding of the project requirements, familiarity with available construction methods, limitations and benefits and recognition of potential project challenges.. 15

4. Construction Experience – Technical experience in performing work of a similar project scope and size.15

5. Familiarity with Local Government Project Development Procedures and projects in Carmel. 10

6. Demonstration of an understanding of public library operations and/or plan to include a library consultant as part of the team to ensure library operational needs are met post-construction. 10

7. Problem Solving –Firm and project team’s ability to problem solve construction issues effectively and to be situationally adaptable.10

8. Approach to Communicating with the City/Local Presence – Ability to commit and maintain staff for the duration of the project for management, inspection, and testing. 10

9. Personnel Qualifications – Detailed list of qualifications of staff and consultants to be assigned to the project 10

10. Additional Services and Firm Flexibility – Firm’s ability to provide additional services that may be a part of an individual project’s conceptual, environmental, design, or construction management phase, using other resources available within the firm or its subconsultants. 5 TOTAL: 100 Based on the recommendation of the Architect Selection Committee the City will select firms to interview. Final selection will be based on the review of proposals, follow-up discussions with selected firms, and recommendations from past and current clients.

Final approval will be at the discretion of the City Council of Carmel-by-the-Sea. The City, with input from the CPLF, reserves the right to negotiate directly with only one (1) firm or discontinue this process at any time. 16 Attachment 9
APPENDIX 1:
*TENTATIVE SCHEDULE - RFP #2024-25-001

ARCHITECTURAL SERVICES CONTRACT
Harrison Memorial Library Restoration and Renovation
Date Activity
TBD week of July 29, 2024 HMLBT Review of RFP
Tuesday, August 6, 2024 City Council Review of RFP
Thursday, August 8, 2024 RFP released
Wednesday, August 28, 2024 Mandatory Walk-through
Friday, September 13, 2024 Questions from architects due Friday, September 20, 2024 Answers to questions from City due Friday, October 4, 2024 Proposals due - postmarked no later than 10/04 Week of October 7, 2024 Meet with and distribute proposals to review committee Week of October 14, 2024 2nd meeting with review committee to select proposers for interviews
Week of October 21, 2024 Interviews with selected Architectural Firms Week of October 28, 2024 Deliberations
Friday, November 4, 2024 Final selection
November 2024 Contract negotiations
Tuesday, December 3, 2024 City Council contract approval *This schedule is subject to change. Proposers will be notified of any amendments to this schedule. 17 Attachment 9
APPENDIX 2: SAMPLE PROFESSIONAL SERVICES AGREEMENT

PROFESSIONAL SERVICES AGREEMENT
for the
[Name of the Project and/or type of services
Agreement # ]
THIS AGREEMENT is executed this day of , 202 , by and between the City of Carmel-By-The-Sea, a municipal corporation, (hereinafter "City"), and [Name of Consultant], (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: [insert general description of the scope of work]. The Scope of Services is attached hereto as Exhibit “A.” The Scope of Services under this Agreement shall 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.

B. Change Orders. Agreements and Change Orders exceeding $24,999 require City Council approval to be valid. The City may, from time to time, by written notice to Consultant, make changes to the Scope of Services as defined in Section 1.A above, and Consultant shall carry out the Services subject to such changes, within the time limits agreed to by the parties. The compensation and/or Project Schedule shall be increased or decreased by written Change Order to this Agreement (“Change Order”), signed by the City and Consultant, prior to commencement of any such changes of the Services. However, any increase in compensation beyond the compensation limit amount approved by the City Council must be authorized in advance by Council. The City shall not be liable to pay additional compensation to Consultant for any additional services performed without an executed Change Order issued prior to proceeding with amended services. All other terms of this Agreement shall apply to authorized Change Orders.

2. COMPENSATION
18 Attachment 9
A. Total Fee. 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 Fee Schedule (Exhibit “B”), in a total amount not-to-exceed Thousand Hundred and Dollars ($ .00). Such compensation shall be considered the “Maximum Authorized Expenditure” under this Agreement. The Fee Schedule shall include, 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. Payment of any compensation to Consultant hereunder shall be 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 shall not be responsible for payment until the Services have been satisfactorily performed.

B. Invoicing. Consultant shall submit to the City monthly written invoices to the City’s Project Representative, identified in Section 5 herein. Invoices shall 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 shall provide invoicing format upon request. Consultant shall not bill the City for duplicate services performed by more than one person. Consultant’s invoices shall 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;
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;
19 Attachment 9
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 shall be in full accord with any and all applicable provisions of this Agreement.

Consultant shall submit invoices to the City on or before the sixteenth (16 th
) day of each month for
services performed in the preceding month. The City shall make payment on each such invoice within thirty (30) days of receipt; provided, however, that if Consultant submits an invoice which is incorrect, incomplete, or not in accord with the provisions of this Agreement, the City shall not be obligated to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant.

The City shall not be 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 shall be 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 Fees. 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 shall so 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 shall not be obligated to make any payment of additional compensation to Consultant.

D. Hourly Rates. Payment for all authorized services, including payment for authorized on-call, as-needed services, shall be made by the City to Consultant in accordance with the various hourly rates as set forth in the Consultant’s 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 “B”). All reimbursable expenses shall be considered as included within the Maximum Authorized Expenditure. Consultant shall be solely responsible for payment to subconsultants and vendors of services or goods, and the City shall not be responsible or liable for any payments to subconsultants and vendors, either directly or indirectly.

F. Audit and Examination of Accounts:
i. Consultant shall 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 shall be in accordance with generally accepted professional standards and guidelines for auditing. 20 Attachment 9
iii. Consultant hereby agrees to 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 shall 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 services hereunder. All records, which pertain to actual disputes, litigation, appeals or claims, shall 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.
[INCLUDE THE FOLLOWING SECTION IF PSA IS FOR AN ON-CALL AGREEMENT OR CONTAINS OPTION FOR ON-CALL WORK]
G. On-Call Agreements. The amount of work (scope of services) to be requested during the Agreement term cannot be well defined at the outset. The Consultant agrees to perform the work on an on-call basis in such increments and at such times as defined in written work requirements issued by the City as the need arises. The Consultant agrees that the offer to perform the work at the various rates as set forth in the Consultant’s Fee Schedule (Exhibit “B”) remains in effect for all work requirements issued by the City during the Agreement term or until the exhaustion of the Agreement funding limit, whichever occurs first. The City does not guaranty a minimum dollar value of work.

3. AGREEMENT TERM
A. Term. The work under this Agreement shall commence by [start date of contract] and shall be completed by [end date of contract] 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 shall survive the termination or completion of this Agreement. Consultant shall 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 shall 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 hereby 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 shall be completed by Consultant in accordance with the Project Schedule attached hereto as Exhibit “C”. The parties may, from time to time, by Change Order, alter the Project Schedule. Consultant shall 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 shall promptly notify the City in writing and provide a revised Project Schedule for review and consideration by City.
21 Attachment 9
[THE FOLLOWING PARAGRAPH TO BE INCLUDED IF A PROJECT SCHEDULE IS NOT REQUIRED BUT SPECIFIC PROJECT DATES ARE KNOWN OR REQUIRED]
If a Project Schedule is not required, Consultant shall perform the Services under this Agreement in accordance with the following phase, task and/or milestone dates:
[List phase, task, milestone, funding, design, design review, construction and other deadline dates as applicable]
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, the City shall 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 shall diligently proceed with the Services authorized and complete those Services within the agreed time specified in said notice. Consultant shall 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 shall perform the Services using the individuals listed in the Key Employees and Subconsultants List attached hereto in Exhibit “A”.

B. Substitution of Employees or Subconsultants:
i. Consultant shall not substitute any key employee or subconsultant listed in Exhibit “A” without the prior written approval of the City, and such approval shall not be unreasonably withheld. The City shall 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 shall, on written request from the City, replace such employee or subconsultant. Consultant shall, subject to scheduling and staffing considerations, make reasonable efforts to replace the individual with an individual of similar competency and experience.
iii. Regardless of whether or not the City consents to, or requests a substitution of any employee or subconsultant of Consultant, the City shall not be liable to pay additional compensation to Consultant for any replacement or substitution.

C. Sub-agreements with Subconsultants. Consultant shall 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 shall be 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 shall be interpreted so as 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 22 Attachment 9
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 shall 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 herein. Consultant shall be 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 shall 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 shall 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. In connection therewith, Consultant shall 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.

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:

Title:

Address: Telephone:

Email:

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:

Title:

Address: Telephone:

Email:
23 Attachment 9
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 set forth herein 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, shall 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 shall be deemed to 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 shall 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 indemnify any Indemnitee shall 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.

Consultant further agrees to indemnify the City for damage to or loss of City property to the proportionate extent they arise out of Consultant's negligent performance of the work associated with this Agreement or to the proportionate extent they arise out of any negligent act or omission of Consultant or any of Consultant's employees, agents, subconsultants, representatives, patrons, guests or invitees; excepting such damage or loss arising out of the negligence of the City.

7. INSURANCE
Consultant shall submit and maintain in full force all insurance as described herein. Without altering or limiting Consultant's duty to indemnify, Consultant shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
24 Attachment 9
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 either maintain or cause to be maintained professional liability coverage in full force 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 shall 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 shall not be canceled, except with prior written notice to the City.
iii. The general liability and auto policies shall:
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 of Carmel-by-the-Sea shall be excess to the Consultant’s insurance and shall 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 shall file certificates of insurance and endorsements evidencing the coverage required by this Agreement with the City. Consultant shall file a new or 25 Attachment 9
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, shall in any way modify or change Consultant’s obligations under the indemnification clause in this Agreement, which shall continue in full force and effect. All coverage available to the Consultant as named insured shall also be available and applicable to the additional insured. Notwithstanding the insurance requirements contained herein, Consultant is financially liable for its indemnity obligations under this Agreement. vi. All policies shall 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 shall reduce or eliminate such deductibles or SIR as respects the City, its officers, officials, employees and volunteers; or Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. In no event shall 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. viii. Consultant shall require and verify that all subconsultants and subcontractors maintain insurance meeting all the requirements stated herein.

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 shall perform all Services in a safe and skillful manner consistent with the highest 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 shall 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 shall 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 shall be performed in accordance with such licensing requirements.

C. Consultant shall furnish, at its own expense, all materials, equipment and personnel necessary to carry out the terms of this Agreement. Consultant shall 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.
26 Attachment 9
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 shall perform evaluation of 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 shall 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 shall be entitled to 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 shall not be liable for any resulting delay in the Services or failure to meet the Project Schedule, but in no event shall such delay or failure to provide City resources constitute a breach of this Agreement by the City, nor shall Consultant be entitled to extra compensation for same.

C. Obligations of Consultant. No reviews, approvals, or inspections carried out or supplied by the City shall derogate from the duties and obligations of Consultant, and all responsibility related to performance of the Services shall 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 shall 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, shall 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 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 shall 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 27 Attachment 9
which event
28 Attachment 9
Consultant shall 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. It is understood and agreed that the provisions contained in Section 10, Ownership and Use of Materials, shall survive 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 shall provide such additional copies, and the City shall compensate Consultant for the actual costs related to the production of such copies by Consultant.

11. CONFIDENTIALITY
A. No Disclosure. Consultant shall keep confidential and shall 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 shall 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 shall promptly transmit to the City any and all requests for disclosure of any such confidential information or records. The obligations under this Section shall 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 shall 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 shall 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 shall not be liable or responsible for the disclosure of any such records and the Consultant shall indemnify, defend, and hold the City harmless for any such disclosure.

12. CONFLICT OF INTEREST
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 shall conduct their duties related to this Agreement with impartiality, and shall, if they exercise discretionary authority over others in the course of those duties, disqualify themselves from dealing with 29 Attachment 9
anyone with whom a relationship between them could bring the impartiality of Consultant or its employees into question;
B. Shall 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. Shall 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. Shall 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 shall promptly declare it to the City, and;
E. Shall 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 shall 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 shall make reasonable efforts to resolve any Dispute by amicable negotiations and shall 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 shall be promptly referred to the City Administrator or designee, and the Consultant’s Principal, who shall 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 shall not exceed 2 hours unless otherwise agreed to by the parties.

The cost of the mediation (including fees of mediators) shall be borne equally by the parties, and each party shall bear its own costs of participating in mediation. The mediation shall 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 shall 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 shall be submitted to Binding Arbitration to a singe 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. 30 Attachment 9
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 shall 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 shall be subject to appellate review upon the same terms and conditions as the law permits for judgments of Superior Courts. A “Prevailing Party” shall be determined in the Arbitration, and the prevailing party shall be entitled to reasonable attorney’s fees and costs incurred, and accrued interest on any unpaid balance that may be due. Costs shall include the cost of any expert employed in the preparation or presentation of any evidence. All costs incurred and reasonable attorney fees shall 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 shall be in writing, shall set forth the effective date of termination, shall 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;
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, terminate this Agreement, in whole or in part, at any time during the Agreement Term for the convenience of the City.

C. Steps after Termination:
i. Upon termination of this Agreement by the City for any reason, the City shall 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 31 Attachment 9
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 shall:
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. In the event 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
A. Should either party to this Agreement bring legal action against the other, the validity, interpretation and performance of this Agreement shall 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 shall 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 shall be entitled to 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, shall 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.
32 Attachment 9
C. Force Majeure. Either party shall be 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 appearing herein shall not be deemed to 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 shall prevail over any other provision of this Agreement in the event of inconsistency between them.

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 shall take precedence.

G. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and may be signed in counterparts, but all of which together shall 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 shall take precedence 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 shall not be impaired thereby. Limitations of liability and indemnities shall 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. 33 Attachment 9
L. Assignment of Interest. The duties under this Agreement shall not be assignable, delegable, or transferable without the prior written consent of the City. Any such purported assignment, delegation, or transfer shall constitute 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 shall 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 reasonably comply with all applicable federal, state and local laws and regulations. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the City of Carmel-by-the-Sea.

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
Mayor, City Administrator, or Designee Signature Consultant Signature Printed Name Printed Name
Title Title
Consultant Legal Company Name
ATTEST:

By: Date:

City Clerk
APPROVED AS TO FORM:

By: Date:

City Attorney
34 Attachment 9
[EDIT LIST OF ATTACHMENTS]
Exhibit “A” Scope of Services, including Key Personnel
Exhibit “B” Fee Schedule
Exhibit “C” Project Schedule
35 Attachment 9
1 DRAFT 1.24.25 SUBMITTED BY FOUNDATION

AGREEMENT BETWEEN THE CITY OF CARMEL-BY-THE-SEA

AND THE CARMEL PUBLIC LIBRARY FOUNDATION

REGARDING HARRISON MEMORIAL LIBRARY
This Agreement between the City of Carmel-by-the-Sea and the Carmel Public Library Foundation Regarding Harrison Memorial Library (“Agreement”) is entered into by the City of Carmel-by-the-Sea (“City”), a municipal corporation, and the Carmel Public Library Foundation (“Foundation”), a 501 (c)(3) nonprofit organization and shall be effective on the date this Agreement is signed by all of the Parties hereto (“the Effective Date”).

RECITALS
A. The City and the Foundation shall hereinafter collectively be referred to as the “Parties” and individually as a “Party.”
B. The purpose of this Agreement is to set forth the terms, covenants and conditions regarding the Parties rights and obligations concerning the project commonly known as the Centennial Restoration of the Harrison Memorial Library (the “Project”).

C. Preservation of the local and renowned architectural, literary, and cultural heritage and environment is a City priority.

D. The Harrison Memorial Library (the “Library”) is both a major contributor to and symbol of the special and highly distinctive quality of life and aesthetics found in Carmel.

E. Pursuant to the City per the City’s Memorandum of Agreement with the Carmel Public Library Board of Trustees (the “Trustees”), the City is responsible for the maintenance and upkeep of the Library.

F. The Project will be funded largely by private contributions to the Foundation, both restricted and unrestricted, which contributions will be utilized by the Foundation to pay for project costs, including architectural design, engineering and construction (the “Project Costs”).

G. The Foundation is committed to utilizing best efforts to raise funds for the restoration and renovation of the historic Harrison Memorial Library and will be embarking on the largest fund-raising campaign in its history to meet major needs of the Library.

H. Funds raised by the Foundation for the Project shall be separately identified by the Foundation for use in connection with payment of Project Costs. The City will support the Foundation’s fund-raising efforts.

I. The restoration and renovation of the Library will not affect or alter the City’s Memorandum of Agreement with the Trustees with regard to the City’s ongoing responsibility for maintenance and upkeep of the Library and will not affect the Foundation’s significant support of the Library’s ongoing operational funding.

J The City reaffirms its dedication to having an exemplary public library and acknowledges the Foundation and private donors for their philanthropic contributions for the betterment of library services and facilities.

Attachment 10
2 NOW, THEREFORE, in consideration of the terms and conditions set forth below, the Parties hereby agree as follows:

1. RECITALS.

The Parties agree that the foregoing Recitals are true and correct and hereby incorporate these Recitals as though set forth in full here.

2. PROJECT EXECUTIVE COMMITTEE

2.1 The City and the Foundation shall establish a Project Executive Committee within thirty (30) days from the Effective Date of this Agreement.

2.2 The Project Executive Committee will have as its Co-Chairs, the Mayor of the City and the Chair of the Board of the Foundation, (as of the Effective Date, Dale Byrne and Marci Meaux, respectively).

2.3 The other members of the Project Executive Committee will include City Assistant Administrator Brandon Swanson and Alexandra Fallon. There will also be a fifth member of the Project Executive Committee who shall be chosen by the four designated Committee members.

2.4 The purpose of the Project Executive Committee shall be to provide final decisions to the Foundation Representative (as referenced in Section 5 of the Agreement) and the City Project Manager (as referenced in Section 10.1 of the Agreement) n regard to the Project including, but not limited to, all final decisions relating to the services of the Project Architect and the Construction Contractor, the Project Design, the bids documents for the construction, payment of invoices of the Architect and Construction Contractor and other issues which arise during the design and construction phases of the Project.

2.5 The Foundation Representative and City Project Manager shall promptly communicate the final decision of the Project Executive Committee to the City Administrator and Executive Director of the Foundation in order for the Foundation and the City to take any appropriate action, if any, that is appropriate in order to implement the final decisions of the Project Executive Committee.

2.6 The Project Executive Committee shall create such sub-committees as it deems necessary and appropriate to assist the Project Executive Committee in connection with its decisions.

3. CITY RESOLUTION NO 2024-002

3.1 As a material part of this Agreement, the City reaffirms its resolution of January 8, 2024, (“Resolution 2024-002”), which Resolution: (1) Reaffirms the City’s publicprivate partnership with the Foundation, (2) Recognizes the Foundation for its commitment to keeping the Library open, relevant and thriving in the past, present and future, (3) Assures the Foundation and its generous donors of the City’s dedication to having an exemplary public library, and (4) Ensures that funds raised for the Library facilities/equipment will not in any way diminish or alter the City’s ongoing responsibility for the proper Library maintenance and upkeep.3.2 In reaffirming Resolution 2024-002, the City agrees and acknowledges that the Attachment 10
3 Project will be pursued and funded in compliance with each of resolutions of the City Council as set forth in Section 3.1 , above.

4. ARCHITECT SERVICES

4.1 Under the terms of the City’s August 6, 2024, RFP, the architect for the project (the “Project Architect”) shall be responsible for conceptual and schematic design, design development, engineers, creation of construction documents, plans and specification and respond to questions from the Construction Manager and Contractor prior to and during the construction of the Project and provide such other services as described in the Professional Services Agreement to be entered into by and between the City and the Project Architect. .

4.2 Selection of a qualified candidate responding to the City’s RFP was made by the Architect Selection Committee (the “ASC”) which included local residents, -City and Carmel Public Foundation representatives and experts in architecture and history.

4.3 The ASC selection of the Project Architect was based, in part, on the Parties full confidence that the Project Architect will adhere to the Restoration Aesthetic Design Guidelines for the Harrison Memorial Library Building (the “Guidelines”), which Guidelines are attached hereto as Exhibit “A” and incorporated for all purposes herein. The Project Architect shall be contractually bound to perform all services in connection with the Project in accordance with the Guidelines.

4.4 The contract with the Project Architect (the “Design Professional Contract”) shall be approved by the Foundation and the City Council. The Design Professional Contract shall be divided into the following three distinct phases:

4.4.1 Phase One: Phase One deliverables from the Project Architect pursuant to the Design Professional Contract shall consist of an Historic Structures Report and Schematics/Conceptual Design. Pursuant to Section 2 of this Agreement, the Project Executive Committee shall make final decisions in regard to the Phase One deliverables.

4.4.2 Phase Two: Phase Two deliverables from the Project Architect pursuant to the Design Professional Contract shall consist of Design Development, Engineering and Construction Drawings/Documents and specifications. Pursuant to Section 2 of this Agreement, the Project Executive Committee shall make final decisions in regard to the Phase Two deliverables.

4.4.3 Phase Three: Phase Three of the Design Professional Contract shall consist of services to be provided by the Project Architect for support and consultation during construction. Pursuant to Section 2 of this Agreement, the Project Executive Committee shall make final decisions in regard to the Phase Three deliverables.

4.5 The Project Architect’s services shall be provided pursuant to a deliverable schedule that will allow for completion of the Project by no later than December 31, 2028, subject to extensions approved by the Parties in writing.

4.6 During the Project Architect selection process and each of the three phases of the Design Professional Contract, the City shall share copies of all written communications from and to the Project Architect with the Foundation.

Attachment 10
4 4.7. The pace of the Foundation’s fundraising shall dictate the ability to move to the next phase of the Design Professional Contract.

4.8 Payment for Approved Design Professional Invoices.

4..8.1 The Foundation has already raised all or most of the anticipated cost of the Phase One deliverables.

4.8.2 In order for the Project to progress to Phase Two, the City shall obtain a written acknowledgment from the Foundation that the Foundation has raised sufficient funds to pay for the cost of Phase Two Design Professional Services. If the Project proceeds to Phase Two, the Foundation shall pay the Project Architect for Phase Two services in accordance with the terms and conditions of the Design Professional Contact based upon invoices approved by the City Project Manager and Foundation Representative.

4.8.3 Upon completion of Phase Two services, the Project Architect shall provide the City and Foundation an estimate by an engineer (which engineer shall be subject to the approval by the Foundation) of the cost for construction of the Project (“Engineer’s Estimate”).

4.8.4 The Project Architect will be requested to provide to the City and Foundation, if reasonably feasible, with a description of Phases for the Construction of the Project (“Construction Phases”). Each of the Construction Phases must be discreet work meaning that if the work on a Phase is completed that the Library will be fully functional even if later Phases are not constructed due to lack of funding by the Foundation. If the Project Architect does provide the City and Foundation with a description of the Construction Phases, then the Project Architect will also be requested to provide an Engineer’s Estimate for the cost of each Construction Phase. The cost of the Engineer providing the Engineer’s Estimate, shall be subject to the approval of the Foundation and shall be paid by the Foundation in accordance with the terms and conditions of either (i) the Design Professional Contract, if the Engineer providing the Engineer’s Estimate is contracted through the Project Architect, or, (ii) directly to the Engineer providing the Engineer’s Estimate if the Engineer is engaged directly by the City. All payments for or to the Engineer providing the Engineers Estimate shall be based upon invoices approved by the City Project Manager and Foundation Representative.

4.8.5 In order for the City to progress to Phase Three, the City shall obtain from the Foundation a written acknowledgement from the Foundation that the Foundation has raised sufficient funds to pay for the Phase Three services. If the Project Proceeds to Phase Three, the Foundation shall pay the Architect for Phase Three services in accordance with the terms and conditions of the Design Professional Contact based upon invoices approved by the City Project Manager and Foundation Representative.

4.8.6 The City acknowledges that all fundraising by the Foundation for the Project shall be done on a best-efforts basis and that at the time of entering into this Agreement, the only funding formally available for the Design Professional Contract is the funding for Phase One of the Design Professional Contract identified in Section 4.4.1 above.

Attachment 10
5 4.8.7. The Foundation agrees not to unreasonably withhold payments on the invoices of the Architect.

5. FOUNDATION REPRESENTATIVE
The Foundation shall select and pay for a Foundation Representative (the “Foundation Representative”) who shall act as the Foundation’s representative in connection with all aspects of the Project. During the term of this Agreement, the Foundation Representative shall work and consult with the City, the Project Architect, the City Project Manager, the Engineer preparing the Engineer’s Estimate, the Contractor, the Project Executive Committee and any other Project Sub-Committees established by the Project Executive Committee and any other parties involved in the Project and shall review and approve all Construction Costs, request for payment and compliance with the selected Contractor’s obligations under its Construction Agreement with the City (the “Construction Agreement”). The Foundation Representative shall carryout the final decisions of the Project Executive Committee in regard to those matters referenced in Section

2.4 of this Agreement.

6. CONSTRUCTION COSTS

6.1 The costs for the construction of the Project shall be defined in the Construction Agreement between the City and the Contractor selected for the construction of the Project (“Construction Costs”).

6.2 The City and the Foundation shall agree to the terms and conditions of a Notice Inviting Bids (“Notice Inviting Bids”) for the Construction of the Project.

6.3 Prior to the City issuing a Notice Inviting Bids for the construction of the Project the City shall obtain an acknowledgement from the Foundation that the Foundation has raised sufficient funds to pay the Construction Cost as estimated in the Engineer’s Estimate. Funding for the Construction Costs shall be pursued by the Foundation on a best-efforts basis.

6.4 Engineer’s Estimate. If the Project Architect has provided the City and Foundation with Construction Phases and an Engineer’s Estimate for each phase, then the City shall obtain an acknowledgment from the Foundation that the Foundation has raised sufficient funds to pay for the cost of each Construction Phase in order of the Construction Phases as set forth in the Engineer’s Estimate. Funding for the Construction Costs shall be pursued by the Foundation on a best-efforts basis.

6.5 Upon obtaining the Foundation’s acknowledgement(s) as set forth in Section 6.2, above, the City shall issue a Notice Inviting Bids for the Project in compliance with the California Public Contract Code.

6.6 After receiving the bids on the Project, the City and the Foundation Representative will review the bids and decide whether to award a contract to the lowest responsible and responsive bidder or to re-bid the Project or take other actions as the City and the Foundation determines appropriate as provided by law. The City agrees to consult with the Foundation and obtain the Foundation’s agreement regarding how to proceed following the receipt of bids and obtain the Foundation’s agreement as to the selection of the Contractor for the Project, which shall be, if a contract is awarded, the lowest responsible and responsive bidder.

Attachment 10
6 6.7 If the City, with the Foundation’s approval, enters into a contract with the lowest responsible and responsive bidder on the Project (“Contractor”) then prior to making any payment to the Contractor, the City agrees to submit approved invoices from the Contractor to the Foundation and the Foundation Representative for review for a period of 15 calendar days.

If the Foundation submits to the City a written objection to the City to these invoices within that 15-day period, then the City agrees to consult with the Foundation in regard to the Foundation’s objection. If the Foundation and the City are unable to resolve the Foundation’s objection by the Foundation , the objection shall be resolved by the majority vote of the members of the Project Executive Committee. All payments to the Contractor shall be paid directly by the Foundation to the Contractor.

6.8 If no objection to the invoice is received from the Foundation within that 15-day period, then the Foundation shall make payment on the invoice.

6.9 The Foundation will execute a guarantee of payment in favor of the Contractor for the Project of all invoices approved by the Project Executive Committee pursuant to Section 6.7 above and all invoices for which there is no objection has been received by the City from the Foundation pursuant to the provisions of Section 6.8 above

6.9 The Foundation agrees not to unreasonably withhold payments on the invoices of the Contractor.

6.10 The Foundation shall provide the Project Executive Committee and the City Project Manager with a monthly accounting of the expenditure for the Project prior to end of the month all invoices paid for the in the preceding month.

7. TERMINATION OF AGREEMENT

7.1 Termination by the City

7.1.1 The City reserves the right to terminate this Agreement upon written notice to the Foundation if the Foundation breaches any of the material terms of this Agreement.

7.1.2 Any termination of this Agreement by the City based up the Foundation’s breach of any of the material terms of this Agreement must be in writing communicated by the City Project Manager (designated pursuant to Section 10.1 of this Agreement) to the Foundation Representative (designated pursuant to Section 5- of this Agreement) by electronic mail and entitled “Notice of Termination” and state the grounds for termination and provide any documentation in support of the termination.

7.1.3 The termination date shall be 30 calendar days after the date of the Notice of Termination (“Termination Date”) unless the Parties agree in writing prior to the Termination Date that the breach has been cured.

7.1.4 If the City terminates this Agreement, then the City agrees to refund to Foundation the amount, if any, of Deposit No. 1 or Deposit 2 or Deposit No 3 or Deposit No. 4, or any other deposits, which have not been paid, or is not due, to the Architect, Engineer for the cost of the Engineer’s estimate, Contractor or City Project Manager.

7.2 Termination by Foundation
Attachment 10
7 7.2.1 The Foundation reserves the right to terminate this Agreement upon written notice to the City if the City breaches any of the material terms of this Agreement. only until the date the City awards a contract to the Contractor for the construction of the Project except as otherwise provided in this Agreement.

7.2.2 Any termination of this Agreement by the Foundation based up the City’s breach of any of the material terms of this Agreement must be in writing communicated by the Foundation Representative (designated pursuant to Section 5 of this Agreement) to the City Project Manager (designated pursuant to Section 9.1 of this Agreement) by electronic mail and entitled “Notice of Termination” and state the grounds for termination and provide any documentation in support of the termination. .

7.2.3 The termination date shall be 30 calendar days after the date of the Notice of Termination (“Termination Date”) unless the Parties agree in writing prior to the Termination Date that the breach has been cured.

7.2.4 After the City awards the contract to the Contractor for the construction of the Project, the Foundation shall have no right to terminate this Agreement except that, if there are Construction Phases, then the Foundation may terminate this Agreement based up the City’s breach of any of the material terms of this Agreement after each Construction Phase is completed.

7.2.5 If the Foundation terminates this Agreement prior to the award by the City of the contract to the Contractor, then the City agrees to release the Foundation for payment to the Architect or the Engineer, which have not been paid, or is not due, to the Architect or the Engineer for the cost of the Engineer’s estimate.

7.2.6 If the Foundation terminates the Agreement based up the City’s breach of any of the material terms of this Agreement prior to the award of a contract by the City to the Contractor, or upon completion of a Construction Phase, then the City agrees to release the Foundation for any payment to the Contractor which have not been paid, or is not due, to the Contractor and/or Construction Manager.

8. INDEMNITY

8.1 City shall indemnify, defend and hold harmless the Foundation and Foundation’s employees, officers, directors, representatives, members, and agents (collectively the “Foundation’s Affiliates”) from any costs, expenses, damages, judgments, actions, attorneys’ fees, liabilities, claims, court costs, expert witness costs, appellate costs, or losses (collectively, the “Claims”) with respect to, or arising from any conduct of the City which is in breach of this Agreement. City shall further indemnify, defend and hold harmless the Foundation and Foundation’s Affiliates from any Claims with respect to, or arising in connection with any thirdparty Claims relating to the Project.

8.2 Foundation shall indemnify, defend and hold harmless the City and City’s employees, officers, directors, representatives, members, and agents (collectively the “City’s Affiliates”) from any costs, expenses, damages, judgments, actions, attorneys’ fees, liabilities, claims, court costs, expert witness costs, appellate costs, or losses (collectively, the “Claims”) with respect to, or arising from conduct of the Foundation which is in breach of this Agreement.

9. DISPUTE RESOLUTION.

Attachment 10
8 9.1 The Parties agree that any disputes, claims or controversies arising out of or relating to a termination of this Agreement by the City pursuant to the provisions of Section

7.1, above or a termination of this Agreement by the Foundation pursuant to the provisions of Section 7.2, above, shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS , or its successor, for final and binding arbitration pursuant to the provisions set forth in Section 9.5 below.

9.2 Either Party may commence mediation by providing JAMS and the other Party a written request for mediation, setting forth the subject of the dispute and the requested relief.

9.3 The Parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The Parties agree that they will participate in the mediation in good faith and that they will share equally in its costs.

9.4 All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

9.5 Either Party may initiate arbitration with respect to the matter submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the Parties so desire.

9.6 At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this agreement except to pursue a provisional remedy that is authorized by law or by JAMS rules or by agreement of the Parties. However, this limitation is inapplicable to a Party if the other Party refuses to comply with the requirements of Section 9.3 above.

9.7 All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The Parties will take such action, if any, required to effectuate such tolling

10. GENERAL PROVISIONS

10.1 City Project Manager. The City shall designate with the approval of the Foundation, a qualified independent contractor to represent the City in connection the Project.

Subject to the Foundation’s approval of the City Project Manager and the terms and conditions of the City’s contract with the City Project Manager, the Foundation will reimburse the City for the City Project Manager.

10.2 Records

10.2.1 Architect
Attachment 10
9 10.2.1.1 The City Project Manager shall promptly make available to the Foundation electronic copies of the plans, including draft plans (“Plans”) submitted to the City by the Project Architect and all information required to be made available by the Parties pursuant to this Agreement.

10.2.1.2 The City will include a provision in the contract between the City and the Architect that the Architect consents to the provisions of Section

9.2.1.1 10.2.2 Engineer’s Estimate. The City Project Manager shall promptly make available to the Foundation Representative an electronic copy of the Engineer’s Estimate.

10.2.3 Construction Contractor. The City Project Manager shall promptly make available to the Foundation Representative an electronic copy of the records submitted to the City by the Contractor for the construction of the Project.

10.3 Headings. The headings in this Agreement 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.

10.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the terms and conditions governing the Project and supersedes any and all prior proposals, understandings, communications, representations and agreements, whether oral or written, relating to the subject matter thereof.

10.5 Counterparts and Electronic Signatures. 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.

This Agreement may also be executed and transmitted electronically and shall have the same force and effect as a signed original.

10.6 Authority. Any individual executing this Agreement 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.

10.7 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.

10.8 Assignment of Interest. The duties under this Agreement are not assignable, delegable, or transferable by the Foundation without the prior written consent of the City. The duties under this Agreement are not assignable, delegable, or transferable by the City without the prior written consent of the Foundation.

10.9 Laws. Foundation 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 Attachment 10
10 governed by and construed in accordance with the laws of the State of California and the City of Carmel-by-the-Sea. 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. Venue for any legal action relating to this Agreement will be in Monterey County.

10.10 Public Communications. Public communications regarding or relating to the Project shall be reviewed and approved by the Parties in advance of their release.

10. 11. Relocation Costs
Project Costs shall include the cost for an alternate Library location during construction, if the Project Executive Committee makes a final decision that relocation of the Library is required during construction, the City’s ability to provide relocation space and the cost associated relocation.

SIGNATURES OF THE PARTIES APPEAR ON NEXT PAGE
Attachment 10
11 IN WITNESS WHEREOF, the Parties enter into this Agreement effective on the date signed by all Parties.

CITY OF CARMEL BY THE SEA
________________________________
Signature

CARMEL PUBLIC LIBRARY FOUNDATION
________________________________
Signature
Date: ___________________________ Print Name: ______________________ Print Title: _______________________
Date: ___________________________
ATTEST:

By: _____________________________
Nova Romero, MMC, City Clerk
Date: ___________________________
APPROVED AS TO FORM:

By: _____________________________
Brian A. Pierik, City Attorney
Date: ___________________________
By: _____________________________
Brian Call, Attorney for Foundation
Date: ___________________________
Attachment 10

Carmel-by-the-Sea City CouncilFebruary 4, 2025

Carmel-by-the-Sea City Council
February 4, 2025