Carmel-by-the-Sea City Council
September 9, 2025

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL AGENDA
Contact: 831.620.2000 www.ci.carmel.ca.us
Mayor Dale Byrne
Councilmembers Jeff Baron, Hans Buder, Bob
Delves, and Alissandra Dramov
All meetings are held in the City Council Chambers
East Side of Monte Verde Street
Between Ocean and 7th Avenues
Regular Meeting
Tuesday, September 9, 2025
4:30 PM

HYBRID MEETING ATTENDANCE OPTIONS
This meeting will be held in person and via teleconference ("hybrid"). The public is welcome to attend the meeting in person or remotely via Zoom, however, the meeting will proceed as normal even if there are technical difficulties accessing Zoom. The City will do its best to resolve any technical issues as quickly as possible. To view or listen to the meeting from home, you may also watch the live stream on the City's YouTube page at: https://www.youtube.com/@CityofCarmelbytheSea/streams. To participate in the meeting via Zoom, copy and paste the link below into your browser and enter the passcode. https://ci-carmel-ca-us.zoom.us/j/86890317537
Webinar ID: 868 9031 7537
Passcode: 100836
Dial in: (253) 215-8782

HOW TO OFFER PUBLIC COMMENT
The public may give public comment at this meeting in person, or use the Zoom teleconference module, provided that there is access to Zoom during the meeting. Zoom comments will be taken after the in-person comments. The public can also email comments to [email protected]. Comments must be received at least 2 hours before the meeting in order to be provided to the legislative body. Comments received after that time and up to the beginning of the meeting will be made part of the record.

CALL TO ORDER AND ROLL CALL

PLEDGE OF ALLEGIANCE
EXTRAORDINARY BUSINESS (Estimated time - 15 minutes)

A. Carmel High School Report Out
B. Childhood Cancer Awareness Month Proclamation
C. Carmel Woman's Club Proclamation
D. Volunteer Spotlight - Carmel Woman's Club

PUBLIC APPEARANCES
Members of the public are entitled to speak on matters of municipal concern not on the agenda during Public Appearances. Each person's comments shall be limited to 3 minutes, or as otherwise established by the Chair. Persons are not required to provide their names, however, it is helpful for speakers to state their names so they may be identified in the minutes of the meeting. Under the Brown Act, public comment for matters on the agenda must relate to that agenda item and public comments for matters not on the agenda must relate to the subject matter jurisdiction of this legislative body. If a member of the public attending the meeting remotely violates the Brown Act by failing to comply with these requirements of the Brown Act, then that speaker will be muted.

ANNOUNCEMENTS (Estimated time - 5 min)
City Administrator Announcements
City Attorney Announcements
Councilmember Announcements

ORDERS OF BUSINESS
Orders of Business are agenda items that require City Council discussion, debate, direction to staff, and/or action.
1) Resolution 2025-079 authorizing the City Administrator to enter into a contract with the City of Monterey for the Monterey Fire Department to provide fire and ambulance services to the City of Carmel-by-the-Sea (Estimated time - 30 minutes)
2) Resolution 2025-077 authorizing the City Administrator to execute a Construction Contract with Coastal Paving & Excavating Inc. for the Base Bid plus Bid Additives 1 and 2, and a 20% contingency, in the total amount of $2,778,378, for the Conglomerate Paving Project FY 24- 25 (Estimated time - 20 minutes)
3) Resolution 2025-078 Approving the Ad Hoc Committee's Recommended Reduced Square Footage for Police and Public Works Facilities and

Approving Issuance of the Request for Proposals (RFP) for Architectural Services for the Police and Public Works Facilities Project and Authorizing Staff to Release the RFP to Qualified Architectural Firms (Estimated time - 60 minutes)
4) Resolution 2025-080 authorizing the City Administrator to enter into a Professional Services Agreement (PSA) with Opticos Design, Inc., for a not-to-exceed fee of $180,000 to prepare objective design and development standards (ODDS) for accessory dwelling units, multifamily residential, and mixed-use residential (Estimated time - 30 minutes) 5) Resolution 2025-081 approving a revised Reasonable Accommodation policy and procedure (C11-01) to ensure individuals with disabilities have equal access to housing (Estimated time - 20 minutes) RECESS
The City Council will take a 30-minute break around 6:30 p.m.

FUTURE AGENDA ITEMS

CLOSED SESSION
6) CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT
TO GOVERNMENT CODE SECTION 54956.8:

Property: Rio Park, East of Dolores Street and Lasuen Drive, Carmel-bythe-Sea (APN: 009-521-002-000)
Agency negotiators: City Administrator, City Attorney
Negotiating parties: Carmel Area Wastewater District (CAWD) Under negotiation: Price and terms of lease

CLOSED SESSION PUBLIC COMMENT

ADJOURNMENT

CORRESPONDENCE
Correspondence received after agenda posting will be uploaded to this Google Drive link: Sept. 9, 2025, Correspondence Received This agenda was posted at City Hall, Monte Verde Street between Ocean Avenue and 7th Avenue, Harrison Memorial Library, located on the NE corner of Ocean Avenue and Lincoln

Street, the Carmel-by-the-Sea Post Office, 5th Avenue between Dolores Street and San Carlos Street, and the City's webpage (http://www.ci.carmel.ca.us) in accordance with applicable legal requirements.

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this agenda received after the posting of the agenda will be available for public review at City Hall, located on Monte Verde Street between Ocean and Seventh Avenues during regular business hours.

SPECIAL NOTICES TO PUBLIC
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk's Office at 831-620-2000 at least 48 hours prior to the meeting to ensure that reasonable arrangements can be made to provide accessibility to the meeting (28CFR 35.102-35.104 ADA Title II).

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL

PROCLAMATION
HONORING JACOB’S HEART CHILDREN’S CANCER SUPPORT SERVICES AND DECLARING SEPTEMBER 2025 AS CHILDHOOD CANCER AWARENESS MONTH WHEREAS, the character of our community is revealed in how we treat our most vulnerable; and WHEREAS, each year, 19.2 in every 100,000 children in our community will be diagnosed with cancer; and WHEREAS, cancer remains the leading cause of death by disease among children— more than asthma, diabetes, cystic fibrosis, congenital anomalies, and AIDS combined; and WHEREAS, Jacob’s Heart has been keeping medically fragile children and families housed, fed, and emotionally supported by steadfastly adhering to the following commitments:
1) Parents of children with cancer and other serious illnesses will be relieved of financial fears and able to focus attention on their children; and
2) No child undergoing intensive treatment in our community will be homeless; and 3) Families of seriously ill children will not experience food insecurity during and after the pandemic; and
4) No child seriously ill child in our community will ever miss a medical appointment because of a lack of transportation; and
WHEREAS, Jacob’s Heart holds the memories and honors legacies of hundreds of children from our local community who have been lost to cancer, ensuring that their memories will never be forgotten; and WHEREAS, the oncology department at Lucile Packard Children's Hospital at Stanford has worked closely with Jacob's Heart for the past 25 years as a trusted community partner in providing family-centered care that addresses the emotional, practical, and financial struggles of families of children with cancer in the City of Carmel-by-the-Sea; and
WHEREAS, it is important for all Carmel-by-the-Sea City residents to recognize the impact of pediatric cancer on families within our community and honor the children in our community whose lives have been cut short by cancer.

NOW, THEREFORE, I, Dale Byrne, Mayor of the City of Carmel, hereby declare September 2025, as Childhood Cancer Awareness Month in our City, and honor Jacob’s Heart Children’s Cancer Support Services for their outstanding support to our community and their contributions to raising awareness of childhood cancer.

September 9, 2025
______________________________
Dale Byrne, Mayor

A PROCLAMATION OF

THE CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Recognizing the Centennial Celebration of the Carmel Woman’s Club WHEREAS, on December 6, 1925, the Carmel Woman’s Club was founded by 54 visionary women with a shared mission to serve the educational, cultural, and social needs of the Carmel-by-the-Sea community; and
WHEREAS, for 100 years, the Carmel Woman’s Club has been a beacon of civic engagement and philanthropy, broadening its impact throughout the Monterey Peninsula and beyond; and WHEREAS, the Club played an essential role in shaping the early character of Carmel, from advocating for the naming of city streets and maintaining the cleanliness of the town and beach, to planting trees and eliminating unsightly signage along highways and buildings; and WHEREAS, in times of national and global crisis, the Carmel Woman’s Club stepped forward with compassion and action, offering relief to unemployed men during the Great Depression, aiding Chinese refugees in 1938, and purchasing an ambulance for the British people during World War II; and WHEREAS, the Club continues to demonstrate its deep commitment to empowering women through its scholarship program, established in 2010, which has helped women of all ages across Monterey County pursue education and improve their lives and the lives of their families; and WHEREAS, through its charitable giving program, the Carmel Woman’s Club supports more than 60 local organizations annually, enriching the community in areas including senior services, health and human services, arts, and children’s programs; and
WHEREAS, the Club is also known for its vibrant and inclusive speaker series, offering engaging public programs that celebrate thought leaders from the worlds of art, literature, science, education, journalism, and cuisine;
NOW, THEREFORE, BE IT RESOLVED, that I, Dale Byrne, Mayor of the City of Carmel-by-the-Sea, do hereby recognize and commend the Carmel Woman’s Club on the occasion of its Centennial Celebration for a century of extraordinary service, leadership, and legacy.

IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City of Carmel-bythe-Sea to be affixed this 9th day of September, 2025. ______________________________
Dale Byrne, Mayor

CITY OF CARMEL-BY-THE-SEA
City Council
Staff Report
September 9, 2025

ORDERS OF BUSINESS
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Brandon Swanson, Assistant City Administrator, Marisa Bermudez, HR Manager
APPROVED BY: Chip Rerig, City Administrator
SUBJECT: Resolution 2025-079 authorizing the City Administrator to enter into a contract with the City of Monterey for the Monterey Fire Department to provide fire and ambulance services to the City of Carmel-by-theSea (Estimated time - 30 minutes) RECOMMENDATION:

Adopt Resolution 2025-079 authorizing the City Administrator to enter into a contract with the City of Monterey for the Monterey Fire Department to provide fire and ambulance services to the City of Carmel-by-the-Sea
BACKGROUND / SUMMARY:

On May 6, 2025, the City Council was presented with three options for ambulance service models given that the existing service model was no longer sustainable to meet licensing requirements, retain rights to operate an ambulance (“201 rights”), and effectively meet operational needs. In addition, there was a standing recommendation from the Ambulance Ad Hoc Committee to contract services with the City of Monterey.

The three options presented to Council were designed to address the licensing and service challenges and provide a viable path forward to ensure both continued services and compliance with legal requirements. The options varied in cost, operational impacts and responsiveness to the Ad Hoc Committee recommendation. • Option 1 (Recommended by Staff and Ad Hoc Committee): Contract Ambulance Service to Monterey Fire.
• Option 2 (Not recommended due to higher cost): City Operational Model at

Enhanced Staffing Levels.
• Option 3 (Not recommended due to licensing risk): Maintain current City Operational Model.

Council directed staff to proceed with Option 1. Following this direction, Carmel and Monterey staff worked to draft a contract for the City of Monterey to provide both fire and ambulance services to the City of Carmel (Attachment 2). Staff is recommending that Council authorize the City Administrator to enter into the attached services contract with Monterey Fire, which aligns with previous council direction, to ensure the City’s ambulance service remains compliant with licensing requirements while enhancing service levels for residents and retaining the City’s 201 rights.

FISCAL IMPACT:

The estimated annual cost of the contract with the City of Monterey is $5.5 million dollars, and is captured in the FY 2025/26 Public Safety operating budget. This includes provision of both fire and ambulance services.

PRIOR CITY COUNCIL ACTION:

Discussed above in agenda report body
ATTACHMENTS:

1. Resolution 2025-079 City of Monterey Fire And Ambulance Services

2. Agreement to Provide Fire & Ambulance Services 2025

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION 2025-079

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

APPOVING THE AGREEMENT WITH THE CITY OF MONTEREY TO PROVIDE FIRE

AND AMBULANCE ADMINISTRATION SERVICES
_______________________________________________________________ WHEREAS, beginning on December 15, 2008, the City of Carmel-by-the-Sea began contracting with the City of Monterey (Monterey) to receive interim Fire Administration and Emergency Incident Management (Duty Chief) Services; and WHEREAS, since January 1, 2012, the City of Carmel-by-the-Sea has continuously contracted with Monterey for the successful provision of Fire Services within its jurisdiction; and WHEREAS, the City of Carmel-by-the-Sea desires continued assistance from Monterey with administering the fire department, including Duty Chief services; and WHEREAS, the City of Carmel-by-the-Sea desires to expand existing services provided by Monterey to include ambulance services effective October 1, 2025; and WEHREAS, the City of Carmel-by-the-Sea has determined that the safest and most effective method of providing fire and ambulance services is through a contract for dual services; and
WHEREAS, the City of Carmel-by-the-Sea will compensate Monterey an annual projected amount of $5,557,952 for services specified in the fire and ambulance services agreement.

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

1. Authorize the City Administrator to execute a Fire and Ambulance Services Agreement with the City of Monterey as specified in Attachment 2 of the September 9th Staff Report incorporated by reference and attached hereto.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BYTHE-SEA this 9 th day of September 2025 by the following roll call vote:

AYES:

NOES:

ABSENT:

SIGNED: ATTEST:
_____________________ ________________________
Dale Byrne, Mayor Nova Romero, City Clerk

AGREEMENT TO PROVIDE FIRE AND AMBULANCE SERVICES

BETWEEN THE CITIES OF

MONTEREY AND CARMEL-BY-THE-SEA
THIS AGREEMENT is made and entered into on this date: ___________________________, by and between the City of Monterey (“Monterey”), a municipal corporation, and the City of Carmel-bythe-Sea (“Carmel”), a municipal corporation (collectively referred to as “the Parties”).

RECITALS
WHEREAS, since January 1, 2012, Carmel has continuously contracted with Monterey for the provision of Fire Services within its jurisdiction;
WHEREAS, since January 1, 2012, Carmel has continuously contracted with Monterey for the provision of Interim Administration of Ambulance Services within Carmel; WHEREAS, Carmel has determined that the most effective method of providing fire and ambulance services within its jurisdiction is through a contract for services model; WHEREAS, the Parties desire to extend and continue the provision of Fire Services, terminate the provision of Interim Administration of Ambulance Services and begin the provision of Ambulance Services on the terms and conditions stated herein;
WHEREAS, it is the desire of the Parties to address, by this Agreement, all matters which are related to the services to be provided to Carmel by Monterey; and WHEREAS, this agreement is entered into pursuant to Government Code § 54981 and § 55632.

AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual advantages and mutual covenants herein contained, it is agreed by and between the Parties hereto as follows:

ARTICLE I

DEFINITIONS
I.1 Advanced Life Support. “Advanced Life Support” (ALS) shall have the definition set forth in Section 1797.52 of the California Health and Safety Code, and specific Prehospital medical services as authorized within the scope of practice of a licensed Emergency Medical Technician – Paramedic (EMT-P) as described in the California Code of Regulations.

I.2 Basic Life Support. “Basic Life Support” (BLS) shall have the definition set forth in Section 1797.60 of the California Health and Safety Code, and specific Prehospital medical services as authorized within the scope of practice of a certified Emergency Medical Technician (EMT) as described in the California Code of Regulations.

I.3 Capital Improvements. “Capital Improvements” means and refers to structural repairs and similar improvements which are the type of improvements which would be added to the tax “basis” if the property were owned by a non-governmental entity.

I.4 Chief Fire Officer. “Chief Fire Officer” means and refers to employees of the Monterey Fire Department with appointment to the classification of Division Chief, Assistant Fire Chief, or Fire Chief.

I.5 Code 3. “Code 3” means and refers to the emergency response of a fire apparatus utilizing all warning equipment as authorized in Section 25252 et seq. of the California Vehicle Code.

I.6 Emergency Medical Services. “Emergency Medical Services” shall have the definition set forth in Section 1797.72 of the California Health and Safety Code.

I.7 Fire Chief. “Fire Chief” means the City of Monterey Fire Chief.

I.8 Fiscal Year. “Fiscal Year” means the annual period commencing on July 1 and ending the following June 30.

I.9 Local Emergency Medical Services Agency. The Monterey County Emergency Medical Services Agency is the Local Emergency Medical Services Agency, as defined in Section 1797.94 of the California Health and Safety Code, responsible for planning, implementation, and evaluation of the local EMS system throughout the County of Monterey.

I.10 Prehospital. “Prehospital” means the time period prior to patient arrival at a general acute care hospital as defined in Chapter 2, Section 1250(a), of Division 2 of the California Health and Safety Code with a permit to provide basic emergency medical services.

I.11 Term. “Term” means any period of time during which Monterey is obligated to provide services pursuant to this Agreement.

ARTICLE II
TERM
II.1 Initial Term. The initial term of this Agreement shall be from 7:45 a.m. on October 1, 2025, through 7:44 a.m. on June 30, 2030.

II.2 Automatic Renewal of Agreement for Five Year Terms. Upon the conclusion of the initial Term and of each Term thereafter, this Agreement shall be automatically extended for additional five (5) year Terms unless either Party gives the other Party written notice of its intent to allow this Agreement to lapse. If either Party does not wish for this Agreement to be automatically extended for an additional Term pursuant to this section, that Party shall give the other Party written notice of its intent to allow the Agreement to lapse no later than the June 30 immediately preceding the end of that Term of the Agreement. Written notification of intent to allow the Agreement to lapse shall be in the form of a Resolution of the respective City Council and shall be provided to the City Manager or Administrator of the affected city with duplicate notification to the Fire Chief.

II.3 Termination. Notwithstanding Section II.1 or Section II.2 of this Agreement, either party may terminate this Agreement by providing twelve (12) months’ written notification to the other party, and the term of this Agreement or any extension thereof shall be shortened accordingly. Either party may terminate the agreement fully for both fire and ambulance services or in part for either fire or ambulance services.

Written notification of termination shall be in the form of a Resolution of the respective City Council and shall be provided to the City Manager or Administrator of the affected city with duplicate notification to the Fire Chief. Upon termination of this Agreement, Monterey will deliver to Carmel the real property, buildings, vehicles, equipment and apparatus described in Article VIII herein.

II.4 Termination for Material Breach. Notwithstanding Sections II.1 through II.3 of this Agreement, this Agreement may be terminated for material breach pursuant to the procedures set forth in Section III.7 of this Agreement.

ARTICLE III

PAYMENT FOR SERVICES
III.1 Direct Costs. Carmel shall compensate Monterey for all direct costs of providing Fire and Ambulance Services, as set forth in Exhibit B. “Direct Costs” shall be the total actual personnel costs incurred by Monterey to perform the Fire and Ambulance Services, at the percentages stated in Exhibit B, and all other direct costs identified in Exhibit B. The Direct Costs are based on the staffing model set forth in Article V of this Agreement, and Carmel shall not be invoiced for costs that exceed the costs of the staffing model, unless Article V of this Agreement is amended. Direct Costs shall not include Monterey’s overhead costs, which shall be paid according to Section III.3 of this Agreement. (a) Exhibit B to this Agreement may be amended at any time during the Term of this Agreement upon mutual written agreement by the City Manager of Monterey and the City Administrator of Carmel.
(b) If Monterey enters into an Agreement to provide fire services to an additional jurisdiction, or terminates an existing contract for the provision of fire services to another jurisdiction, the City Manager of Monterey and the City Administrator of Carmel shall review and update the percentages in Exhibit B as necessary.
(c) The City Manager of Monterey and City Administrator of Carmel cannot waive direct costs incurred unless authorized by the City Councils.

III.2 Overtime. Carmel shall compensate Monterey for all overtime costs incurred. Monterey shall make its best efforts to limit the use of overtime and to avoid abuses of overtime. Monterey shall, at the written request of Carmel’s City Administrator, investigate any overtime hours that appear excessive or unreasonable under the circumstances. Any overtime overcharges determined to be excessive or unreasonable, as determined by the Fire Chief, shall be credited pursuant to Section III.6, Accounting.

III.3 Administrative Fee. Carmel shall pay a fee to Monterey as full compensation for all overhead and administrative costs (hereinafter the “Administrative Fee”). The Administrative Fee shall be a percentage of the Direct Costs as indicated in Exhibit B. The fire services administrative fee will

remain at 6% and the ambulance services administrative fee will be set at 16% based on the 2023 City of Monterey Review of Fire Services Contract study completed by Baker Tilly. Overhead shall include, but not be limited to, costs attributed to Monterey Fire Chief, Assistant Fire Chiefs, and staff included under Fire Administration, Prevention and Training. It also includes, but is not limited to, indirect costs related to the services of Monterey’s City Manager, City Clerk, City Attorney, Information Services, Human Resources and Finance Functions.

III.4 Reimbursable Costs. Carmel shall reimburse Monterey for actual costs incurred in providing the Fire Services, if Carmel agrees to the costs in advance in writing or as provided herein.

Carmel shall not reimburse Monterey for any costs that are part of the Administrative Fee. Reimbursable Costs shall be divided into four categories:
(a) Budgeted Costs. Budgeted costs are the anticipated costs of providing Fire Services agreed to by Carmel as part of the annual Fire and Ambulance Services budget.

Monterey may incur Budgeted Costs without separate approval(s) from Carmel. The Budgeted Costs for the first year of the Initial Term shall be as set forth in Exhibit B. (b) Fire Prevention Costs. Carmel shall collect and retain any fees for issuance of building and operational permits and inspections. Monterey retains the right, and intends to utilize, private contractor(s) and/or subject matter experts to provide development and plan review, fire protection system plan review and inspection, and/or fire safety inspection(s) within Carmel as deemed necessary by the Fire Chief or designee and in consultation with Carmel. Carmel shall pay applicable contractor fees. Carmel shall collect and retain any fees for such fire prevention services provided within Carmel by such a contractor. (c) Special Costs. Special costs are those costs that Monterey incurs at the special request of Carmel, with Carmel’s advanced approval to incur the cost. Special Costs may include, but are not limited to, added costs for special event coverage, additional costs incurred due to anticipated weather events, or additional services that are beyond the scope of Fire and Ambulance Services.
(d) Extraordinary Costs. Extraordinary costs are those costs that Monterey incurs unexpectedly because of an extraordinary event, such as disaster response or unforeseeable capital costs. Monterey shall not be required to obtain Carmel’s advanced approval for extraordinary costs. Monterey shall provide notice to Carmel of all extraordinary costs as soon as reasonably feasible. Nothing in this Agreement shall prevent Monterey from fully and adequately responding to emergency events.

III.5 Annual Projections and Monthly Payments. By March 15 of each year, Monterey shall provide Carmel with a projected budget for Fire and Ambulance Services for the upcoming fiscal year.

The budget shall identify all anticipated Direct Costs, the Administrative Fee, Budgeted Costs, and any Special Costs known at that time. Prior to April 15 of each year, Carmel shall provide written acceptance of the projected Fire and Ambulance Services budget to Monterey or specify in writing the Budgeted Costs and/or Special Costs that Carmel declines. Carmel shall make a monthly payment to Monterey equal to one-twelfth (1/12) of the projected annual Direct Costs and the Administrative Fee, and onetwelfth (1/12) of agreed upon Budgeted Costs and/or Special Costs. The monthly payment shall be due on the 15th day of each month.

(a) Without limiting Monterey’s duties under Article IX, Monterey shall promptly notify Carmel in writing as soon as Monterey becomes aware of any changes in the budgeted Direct Costs (e.g., any increases in the labor rate). The notice shall indicate the changes to the monthly payment going forward.
(b) Monterey will also inform Carmel of any anticipated major expenditures for the next fiscal year, including but not limited to capital improvements needed for the Carmel Fire Station, vehicle and apparatus replacement costs, and significant equipment replacement costs.

A major expenditure shall be any expense that is expected to exceed $5,000.

III.6 Accounting. No later than November 1 of each year, Monterey shall provide Carmel with a detailed account of the actual costs incurred by Monterey to provide Fire and Ambulance Services pursuant to this Agreement for the preceding Fiscal Year. Said account shall follow the methodology as described in Exhibit B. Monterey shall maintain books and records supporting all costs incurred and shall make any records related to the cost of providing the Fire and Ambulance Services available to Carmel on request.
(a) If the actual costs are greater than the Fiscal Year budget projection, Carmel shall, no later than ninety (90) calendar days after receipt of the detailed account of actual costs, remit to Monterey the full difference between the Fiscal Year budget projection and the actual cost on that amount at an annual equivalent rate equal to the Service Year Factor, as determined from July 1 after the end of the fiscal year to date of payment to Monterey. (b) If the actual costs are less than the Fiscal Year budget projection, Monterey shall, no later than ninety (90) calendar days after providing Carmel with the detailed account of actual costs, remit to Carmel the difference between the Fiscal Year budget projection and the actual cost on that amount at an annual equivalent rate equal to the Service Year Factor, as determined from July 1 after the end of the fiscal year to date of payment to Carmel.

III.7 Delinquency. If Carmel fails to pay the amount due to Monterey within thirty (30) days of the due date, or either party fails to make a timely payment for the annual reconciliation, then interest shall accrue to the unpaid balance at an annual equivalent rate equal to the Prior Year Penalty Factor, determined from the date the payment was originally due. The Prior Year Penalty Factor shall be the interest rate earned on Monterey’s entire investment portfolio for the preceding Fiscal Year plus two percent (2%). For example, if the rate of return on Monterey’s entire investment portfolio for the preceding Fiscal Year was four percent (4%) the Prior Year Penalty Factor will be six percent (6%).

III.8 Grant Funds/Insurance Proceeds/Other. Monterey shall not charge any costs to Carmel where the costs may be offset by the use of grant funds, insurance proceeds, or any other third-party payments or reimbursements related to the Fire and Ambulance Services provided pursuant to this Agreement unless such payments or reimbursements are made directly to Carmel, in which case Monterey shall be entitled to reimbursement and/or payment pursuant to the terms of this Agreement.

Monterey shall not charge any costs to Carmel that Monterey does not actually incur.

III.9 Dispatch Services. Carmel shall continue to contract directly with and pay Monterey County Emergency Communications Department for dispatch services, including but not limited to the following costs: (1) Dispatch services; (2) Next Generation Radio Network (NGEN) Infrastructure cost;

(3) NGEN radio maintenance costs for all radios assigned to Carmel; and (4) Mobile Data Computer (MDC) charges for all mobile data computers assigned to Carmel.

III.10Medical Director Services. Carmel shall continue to contract directly with and pay for contractual Medical Director services, including but not limited to overseeing controlled substance administration, distribution, and inventory tracking, reviewing and processing Drug Enforcement Agency forms, and serving as the medical liaison between the Monterey Fire Department and the Monterey County Emergency Medical Services (EMS) Agency.

III.11 Ambulance Billing. Carmel shall continue to retain responsibility for ambulance billing and revenue collection. Carmel’s fee for ambulance services shall not exceed the cost of providing the service. All revenues collected shall belong to Carmel.

ARTICLE IV

PERSONNEL
IV.1 Offers of Employment to Carmel Employees. Not later than <DATE>, Monterey shall make conditional offers of employment to all persons employed full-time by Carmel as Firefighter/Paramedic employees in its Public Safety – Ambulance Department (“Current Employees”).

IV.2 Pre-Employment Medical Examination and Live Scan. Monterey will schedule, and all Current Employees receiving conditional offers of employment shall submit to a pre-employment medical examination by a physician retained by Monterey. Monterey shall be responsible for the costs associated with the pre-employment medical examination. As a condition of employment, Current Employees will be required to successfully pass a Live Scan fingerprint background check.

IV.3 Employment Commencing October 1, 2025. Current Employees who, based on the preemployment medical examination do not require accommodation to perform the essential functions of the applicable classification, who have successfully passed a Live Scan fingerprint background check and who have executed a “Waiver and Consent to Transfer” Carmel files to Monterey in the form attached as Exhibit D shall receive a final offer of employment on or before September 24, 2025, to commence employment at 7:45 a.m. on October 1, 2025. The final offer of employment will be consistent with the position classifications, salaries and other terms and conditions of employment provided in the Agreement attached hereto as Exhibit E.

IV.4 Employment Commencing on or before March 1, 2026. If, based on the preemployment medical examination, it is uncertain whether a Current Employee with a disability as defined under the Americans with Disabilities Act (42 U.S.C. section 12111 et seq.) and/or the Fair Employment and Housing Act (California Government Code section 12000 et seq.) can perform the essential functions of the applicable classification with or without an accommodation, Monterey and such Current Employee will take the actions required by the Americans with Disabilities Act and the Fair Employment and Housing Act to determine whether:
(a) A reasonable accommodation exists that would allow the Current Employee to perform the essential functions of the applicable classification; and (b) Such reasonable accommodation would not constitute an undue hardship to Monterey or the Monterey Fire Department; and

(c) The Current Employee, even with a reasonable accommodation, could perform the essential functions of the applicable classification in a manner that would not pose a direct threat to the health or safety of the Current Employee or others.

Any such Current Employee shall be required to provide consent to provide medical information and engage in an interactive process with Monterey to the extent necessary for Monterey to determine the answers to these three questions. If the answers to IV.4 (a), IV.4 (b), and IV.4 (c) are all “yes,” and the Current Employee has executed a “Waiver and Consent to Transfer” in the form attached as Exhibit D, such person shall receive a final offer of employment from Monterey to commence on or before March 1, 2026, at 7:45 a.m., which will be consistent with the position classifications, salaries and other terms and conditions of employment provided in the Agreement attached hereto as Exhibit E.

IV.5 Current Employees Not Receiving Offer to Commence Employment on or Before March 1, 2026. Current Employees for whom the answer to IV.4 (a), IV.4 (b), or IV.4 (c) is “no,” or that do not successfully pass a Live Scan fingerprint background check, shall not receive a final offer of employment from Monterey.

ARTICLE V

PROVISION OF SERVICES
V.1 Scope of Services. Monterey shall provide Fire and Ambulance Services within the jurisdictional area of Carmel-by-the-Sea. “Fire Services” and “Ambulance Services” shall mean those services identified in Exhibit A. In providing such services, Monterey shall administer the provisions of the Carmel-by-the-Sea Fire Code and other Carmel-by-the-Sea rules, regulations, policies and procedures as applicable to this Agreement.

V.2 Fire Chief. Monterey’s Fire Chief shall serve as Fire Chief for Carmel. The Fire Chief or their designee shall be immediately available for response and management of emergency incidents as necessary to provide incident command and coordination functions within the jurisdictional boundaries of Carmel, including the authority to commit expenditure of Carmel funds to mitigate an emergency incident consistent with the ordinances, policies and procedures of Carmel. In the event that this service is not immediately available because the on-duty Monterey Chief Officer is otherwise committed to another emergency incident, an administrative Chief Officer or off-duty Chief Officer shall be recalled and assigned to provide operational Chief Officer coverage as soon as possible.

V.3 Staffing. Monterey shall provide five (5) qualified Monterey fire personnel, meeting minimum federal and state-mandated training requirements for their respective classifications and responsibilities, assigned to the Carmel fire station, two of which shall provide fire ambulance services.

At least one of the firefighters shall be qualified as a paramedic. An engine shall be staffed to provide fire services consisting of a captain (or someone qualified to act in the capacity of a captain), an engineer (or someone qualified to act in the capacity of an engineer) and a firefighter. Upon meeting the minimum staffing threshold for paramedics to provide ALS services on the engine, at least one member working on the engine shall be qualified as a paramedic.
(a) Additional qualified fire personnel may be assigned to the Carmel station as determined by the Fire Chief or designee to provide supplemental Fire Services or staffing for

special events, anticipated weather events, or other situations within the Carmel Fire Services budget as that budget may be modified from year to year, and operational capacity.

V.4 Response Time. Monterey acknowledges the existing Carmel response performance standard for all emergency fire services calls of five (5) minutes or less from receipt of an alarm at the responding station to the arrival of the first response team on scene ninety percent (90%) of the time.

Monterey will strive to maintain that response standard for emergency fire services calls with existing facilities and apparatus. Monterey will also strive to maintain that response standard for emergency ambulance services calls within Carmel’s jurisdiction with existing facilities and apparatus. Monterey will continue to provide a monthly response summary report to Carmel by the 15th day of the following month delineating the response time for each incident within Carmel.

ARTICLE VI

CARRY-OVER FIRE SERVICE PROVISIONS
VI.1 Intent to Continue Services. The Agreement to Provide Fire Services Between the Cities of Monterey and Carmel-by-the-Sea (“Original Agreement”) dated November 16, 2011 (Ag-1790), as amended, is superseded except in certain particulars described in this section, which continue to be carried out as set forth in the section. This section should be construed to be consistent with the Original Agreement between the parties.

VI.2 Transferred Leave Balance. The Parties stipulate that Carmel has paid in full the value of Leave Balances to Monterey as required by Section 6.3 of the Parties’ Agreement dated November 16, 2011 (Ag-1790). Carmel will continue to compensate Monterey for direct expenses attributable to annual leave payoffs and termination leave payoffs.

VI.3 PERS Credit. Carmel and Monterey retained their respective unfunded CalPERS pension liabilities at the time of the original agreement. To recognize that Carmel should not be charged for Monterey’s share of pension costs, as well as the unfunded pension liability retained by Carmel, Carmel shall continue to receive an annual PERS credit of $57,800. This credit shall represent the proportional share of Carmel’s liability that was attributed to the transferred firefighters for fire services. This credit shall expire December 31, 2028. The $57,800 per year shall be prorated for any partial years.

ARTICLE VII

AMBULANCE SERVICES TRANSITION PROVISIONS
VII.1 Transferred Leave Balance. Carmel shall calculate the value of any unused and unpaid leave time accrued by the Carmel employees hired by Monterey for Ambulance Services pursuant to Article IV of this Agreement and transferred to Monterey at the time Monterey hires the employees. The value of such leave time shall be calculated at the hourly rates Carmel would pay the employees on October 1, 2025, if they used the leave time while still employed by Carmel. The total value of the transferred leave times for said employees hired by Monterey shall be the Leave Balance. During the Term of this Agreement, the value of the Leave Balance shall be reduced by the amount Carmel pays Monterey each year to compensate Monterey for direct expenses attributable to annual leave payoffs and termination leave payoffs, as those terms are used in Exhibit B of this Agreement. Upon termination of this Agreement, Carmel shall pay to Monterey the outstanding value of the Leave Balance, if any.

ARTICLE VIII

PROPERTY USED FOR FIRE AND AMBULANCE SERVICES
VIII.1 Carmel Real Property, Apparatus and Equipment. Carmel shall retain title to all existing real property, buildings, equipment and apparatus owned by Carmel and described in Exhibit C of this Agreement.

VIII.2 Use of Carmel’s Real Property, Apparatus and Equipment. For the duration of this Agreement, Carmel shall lease to Monterey all real property, buildings, equipment and apparatus described in Exhibit C to enable Monterey to provide services to Carmel pursuant to this Agreement as well as to provide local mutual and automatic mutual aid, statewide master mutual aid and assistance by hire pursuant to the California Fire Assistance Agreement. Carmel further authorized Monterey to utilize any apparatus described in Exhibit C outside the geographic boundaries of Carmel whenever deemed operationally necessary by the Fire Chief or their designee. This Agreement shall serve as the lease instrument without additional consideration.
(a) Upon termination of this Agreement pursuant to Section II.2, Section II.3 or Section II.4, Monterey shall deliver to Carmel the real property, buildings, equipment and apparatus described in Exhibit C of this Agreement.

VIII.3 Monterey Equipment. Monterey shall retain title to all existing equipment owned by Monterey and described in Exhibit C of this Agreement.

VIII.4 Updates to Real Property, Apparatus and Equipment. Monterey and Carmel shall update their respective sections in Exhibit C prior to each 5-year term of this agreement. The update will be an amendment to Exhibit C by mutual written agreement of the City Manager of Monterey and the City Administrator of Carmel.

VIII.5 Inventory. All other items located within the fire station, buildings and/or apparatus for the purpose of fire and ambulance services that are not listed in Exhibit C of this agreement are considered inventory. Carmel is responsible for replacement and maintenance of all inventory items.

Carmel and Monterey agree that maintaining a complete, accurate inventory list is not possible or necessary. Should this agreement terminate for any reason, Carmel will retain all inventory items not listed in Exhibit C of this Agreement.

VIII.6 Maintenance and Replacement. Carmel shall bear all costs to maintain, repair and replace all facilities, vehicles, equipment and apparatus owned by Carmel and designated for use in the Fire and Ambulance Services in a safe, habitable, and serviceable condition at all times. In the event that insurance covers any repair or replacement costs, Carmel shall only bear the portion of the repair or replacement cost that exceeds the amount of payment received under the insurance coverage described in Section X.4 of this Agreement. Carmel shall not be required to maintain, repair or replace any item that in the determination of the Fire Chief is no longer needed for the Fire Services. (a) Monterey shall notify Carmel City Administrator or designee and request maintenance, repair or replacement of any facilities, vehicles, equipment or apparatus that have become damaged, obsolete, or inoperable.

(b) In the event that it is not possible to repair any facilities, vehicles, equipment or apparatus sufficient to ensure that they are in a safe, habitable, and serviceable condition, Carmel shall replace the equipment or apparatus in question. (c) In the event that Carmel fails to respond in a timely manner to notification pursuant to this section, Monterey may pay for the necessary maintenance, repair or replacement.

Carmel agrees to reimburse Monterey for any costs it so incurs. The cost shall be invoiced as a Reimbursable Special Cost.
(d) Carmel shall maintain a budget for the maintenance and replacement of all equipment listed in Exhibit C as well as a budget for all inventory supplies/equipment maintenance and replacement. Carmel shall notify Monterey of a process for requesting the purchase of required items and maintenance for fire and ambulance services. The budget amounts and budget line items may be adjusted and shall be coordinated with Monterey during Carmel’s budget process.

ARTICLE IX

RELATIONS OF PARTIES
IX.1 Purpose. The Parties recognize and acknowledge that Monterey’s continued provision of Fire Services and added Ambulance Services to Carmel provides a mutual benefit to both parties. In an effort to continue to evolve the Fire and Ambulance Services in a manner that meets both parties’ needs and expectations, the intent of this section is to develop mechanisms to ensure positive and thorough communications between the parties, while respecting the management autonomy of Monterey over the Fire and Ambulance Services.

IX.2 Grant Management. Monterey shall actively pursue grant opportunities that have the potential to decrease costs and/or increase service capabilities within Carmel. Monterey shall notify Carmel when potential opportunities arise, Monterey’s plan for pursuing such opportunities, and how the opportunities will impact Carmel. Monterey shall be responsible for applying for and managing grants.

Carmel will share in a proportionate cost of any grant management fees or cost shares associated with grants through which Carmel receives a benefit.

IX.3 Fire Service Updates. The Fire Chief or designee shall provide notice, as soon as reasonably practicable under the circumstances, to the Carmel City Administrator or designee regarding any significant emergency or major storm events. As reasonably practicable, the Fire Chief or designee shall maintain regular communication with the Carmel City Administrator or relevant Carmel Department Heads regarding emergency situations in Carmel.

IX.4 Meet and Discuss Obligations.
(a) Hiring of Fire Chief. Prior to the hiring of a new Fire Chief, Monterey shall contact the City Administrator of Carmel to discuss the nature of the recruitment effort. To the extent feasible, Monterey shall invite the City Administrator of Carmel or designee to serve on a hiring panel. (b) All other Chief Fire Officer Recruitments. To the extent feasible, Monterey will make an effort to include representation from Carmel on the hiring panels for Chief Fire Officer recruitments.

(c) Labor Negotiations. To the extent allowed by law, Monterey shall meet and discuss with the City Administrator of Carmel regarding any matter that may impact the cost or nature of service, including Monterey’s negotiations with relevant labor groups or other personnel. (d) Nature of Obligation. For purposes of this section, “meet and discuss” means that Monterey shall provide the City Administrator with sufficient information related to a decision and with sufficient lead time to enable Carmel to provide meaningful feedback and input. Monterey shall, in good faith, consider Carmel’s input on the matter but shall not be obligated to include Carmel in any final decisions or negotiations. Carmel shall maintain the confidentiality of any non-public information provided in the course of any meet and discuss.
(e) Limitation. This subsection shall not limit or restrict Monterey from taking any action related to an emergency situation or otherwise necessary to prevent immediate risk to health, safety, or welfare of the community.

IX.5 Personnel. Personnel assigned to provide services in Carmel shall meet the standards of conduct, respect and decorum required of all City of Monterey employees. These standards are aligned with Carmel’s expectations of representatives of their City in all interactions with the public and Carmel staff.

IX.6 Use of Duty Hours. During standard business hours of 8:00 AM to 5:00 PM, firefighters assigned to the Carmel Fire Station shall present themselves as firefighter personnel and perform duties that benefit Carmel. Firefighters shall wear clothing that identifies them as firefighters for the department.

Monterey shall develop a list of standard tasks to be regularly performed as part of the duty assignments, including but not limited to upkeep of the Fire Station, routine maintenance of all apparatus and vehicles, and performance of fire inspections.

IX.7 City Council Meetings. The Fire Chief or their designee shall attend regularly scheduled Carmel City Council meetings as requested by the Carmel City Administrator.

IX.8 Community Participation. Monterey and Carmel recognize and acknowledge that the Fire Department is an important component of the Carmel community. In addition to community programs required in the scope of services, Monterey shall participate as reasonably practicable in community events and other outreach and educational opportunities occurring in Carmel.

IX.9 Reservation of Rights. Monterey reserves the right as an independent contractor to control the management of the services. Nothing herein shall be construed as waiving any rights of an independent contractor or creating any relationship other than an independent contractor relationship.

ARTICLE X

INDEMNIFICATION AND INSURANCE
X.1 Mutual Indemnification.
(a) Each Party shall indemnify, defend and hold harmless the other party, to the extent allowed by law and in proportion to fault, against any and all third-party liability for claims, demands, costs or judgments (direct, indirect, incidental or consequential) involving bodily injury, personal injury, death, property damage or other costs and expenses (including reasonable attorneys’ fees, costs and

expenses) arising or resulting from the acts or omissions of its own officers, agents, employees or representatives carried out pursuant to the obligations of this Agreement. (b) Each Party shall protect, defend, indemnify and hold harmless the other party (including their officials, employees and agents as the same may be constituted now and from time to time hereafter) from and against any and all liabilities, losses, damages, expenses or costs, whatsoever (including reasonable attorneys’ fees, costs and expenses), which may arise against or be incurred by the other Party as a result of or in connection with any actual or alleged breach of this Agreement by either Party. (c) Notwithstanding the foregoing Sections X.1(a) and (b), Carmel shall remain liable for its own real and personal property damage (including, without limitation, autos, equipment, and apparatus, since it is retaining ownership of, insurable interests therein, and insurance on its property). (d) Monterey shall be responsible for all third-party liability, including third party property damage, caused by the negligence or wrongful acts of Monterey officers, officials, and employees resulting from Monterey’s operation of Carmel vehicles and equipment, or resulting from maintenance performed by Monterey.
(e) Except for any duties either Party owes to the other pursuant to the provisions of this Agreement, nothing in this Agreement shall be construed to waive any legal protections or immunities available to the Parties under state or federal law.
(f) Accordingly, the Parties hereby expressly agree to waive the pro rata risk allocation contained in California Government Code Section 895.6.

X.2 Mutual Indemnification Obligations Survive Termination. As to activities occurring or being carried out in performance of this Agreement and during the term of this Agreement, the obligations created by Section X.1 shall survive termination of this Agreement.

X.3 Immunity Preservation. Nothing in this Agreement shall be read as waiving or limiting any defense to claims of liability otherwise available to fire personnel, and/or public employees, such as the defense of qualified immunity. Nothing in this Agreement shall be read as intending to create or creating a higher duty of care on the part of either Carmel or Monterey, or their officers, than would otherwise exist under existing law and the involved Party’s own policies, practices, and procedures.

X.4 Public Liability and Property Insurance.
(a) Each Party shall maintain in effect, at its own cost and expense, the following insurance coverage provided either through a bona fide program of self-insurance, commercial insurance policies, or any combination thereof:
i. Commercial general liability or public liability with minimum limits of $5,000,000 per occurrence and $10,000,000 in the aggregate. ii. Auto liability including owned, leased, non-owned, and hired automobiles, with a combined single limit of not less than $5,000,000 per occurrence.

iii. If Monterey employs others in the performance of this Agreement, Monterey shall maintain Workers’ Compensation in accordance with California Labor Code section 3700 with a minimum of $1,000,000 per occurrence for employer’s liability, for the duration of time that such workers are employed.

All risk property insurance, excluding earthquake and flood, on all permanent property of an insurable nature in an amount sufficient to cover at least 100% of the replacement costs of said property. In any event, Carmel shall maintain property insurance coverage for all the real property, buildings, equipment and apparatus described in the inventory required pursuant to Section VIII.2 of this Agreement. (b) All insurance required by this Agreement shall:
i. Be placed (1) with companies admitted to transact insurance business in the State of California and with a current A.M. Best rating of no less than A:VI or with carriers with a current A.M. Best rating of no less than A:VII; or (2) disclosed self-insurance with limits acceptable to the other Party.
ii. Provide that each Party’s insurance is primary and non-contributing insurance to any insurance or self-insurance maintained by the other Party and that the insurance of the other Party shall not be called upon to contribute to a loss covered by a Party’s insurance.
(c) Prior to October 1, 2025, each Party shall file certificates of insurance with the other Party evidencing that the required insurance is in effect.

X.5 Workers’ Compensation.
(a) It is the intent of the Parties that each Party assumes its respective and proportionate liability for workers’ compensation benefits as to existing and future injuries based on substantial medical evidence fairly and openly obtained, not engage in conduct that is designed to improperly transfer liability for workers’ compensation benefits as between Monterey and Carmel, and to reduce unnecessary litigation regarding the apportionment of liability as between Monterey and Carmel whenever possible. In order to ensure compliance with the provisions of this section the Parties are to communicate the provisions to their respective Third Party Administrators/Insurance Companies for workers’ compensation to ensure that the provisions of this agreement are followed. Should a change in the Third Party Administrator/Insurance Company occur the Parties are responsible for ensuring the Agreement continues to be followed during the term of the Agreement.

Carmel is to provide a full copy of all claims for workers compensation for any employee covered by this Agreement.
(b) The Parties recognize that the California Labor Code imposes certain limitations on the parties to workers’ compensation claim with respect to conducting discovery, including obtaining medical records, scheduling medical evaluations, and taking testimony by deposition. The Parties hereby agree to communicate with each other as to the need for the scope of such discovery and whenever possible, seek to reach an agreement regarding such discovery in order to fully protect their respective interests and reduce unnecessary litigation.

(c) Carmel currently has four (4) full-time Firefighter/Paramedic employees (“Current Employees”) who may become Monterey employees effective October 1, 2025, pursuant to Article IV of this Agreement. Monterey acknowledges that Carmel may have open workers’ compensation claims for one or more of its Current Employees for which Carmel has accepted liability and is providing benefits.

Carmel acknowledges the concern of Monterey that Carmel may offer to settle these claims by Compromise and Release, thereby releasing Carmel from any and all liability for further benefits and potentially shifting liability for further benefits to Monterey. The Parties agree that any Compromise and Release settlement after September 30, 2025, concerning any employee of Carmel affected by this Agreement will be governed by the terms and provisions of this Section. (d) To address this concern, the Parties hereby agree that Carmel will not settle by Compromise and Release any existing claims for workers’ compensation benefits unless five years from the date of injury has expired and the liability of Carmel for Labor Code §4850 temporary disability and permanent disability benefits is adjudicated, final and binding on Carmel and the employee. The Parties further agree that if Carmel and/or the employee desire to settle an existing future medical award once the five years have expired, Carmel will notify Monterey of the proposed settlement and provide the evidentiary basis for the settlement. Should a claim be filed by the employee against Monterey for the same body part, Carmel agrees that the issue of contribution for future medical exposure between Monterey and Carmel is not closed by the Order Approving Compromise and Release. In those cases where no prior Award exists between Carmel and the employee, Carmel warrants it will use best efforts to establish a level of permanent disability based upon the medical evidence in existence at the time of settlement. The Parties contemplate the possibility that additional money would be paid by Carmel to Monterey over and above the consideration paid to the applicant in the Compromise and Release to compensate Monterey for potential future payments on behalf of the employee. If Carmel chooses not to settle future medical with the employee, the Parties agree to coordinate benefits should a claim be filed for the same body part against Monterey. The Parties shall follow the following procedure to resolve any contribution issue for workers’ compensation benefits. It is the intent of this Section to provide fair apportionment of liability between the Parties so that there is no improper transfer of liability for workers’ compensation benefits by Carmel to Monterey with a Compromise and Release:
(i) If Carmel settled its claim based on an Agreed Medical Evaluator ("AME”) or Panel Qualified Medical Evaluator (“PQME”) report and the same body parts are involved, Monterey and Carmel agree to return to the same AME or PQME and will seek agreement with employee’s attorney.

The cost of the evaluation shall be borne by Carmel and Monterey equally. (ii) If the AME or PQME is not available due to death, retirement or no longer doing workers’ compensation evaluations, Monterey and Carmel will seek agreement with employee’s attorney for a new AME. The cost of the evaluation shall be borne by Carmel and Monterey equally. (iii) If the Parties cannot agree on an AME, the Parties will follow Labor Code procedure for obtaining a Qualified Medical Evaluator (“QME”). The cost of the evaluation shall be borne by Carmel and Monterey equally.
(iv) If the employee is not represented by an attorney, the Parties will return to the PQME if available. If a new PQME is required, Monterey and Carmel will notify the other party as to the PQME selected and the information being provided to the QME, with input from both Parties as to the evaluation process. The cost of the evaluation shall be borne by Carmel and Monterey equally.

(v) If either or both Monterey or Carmel reasonably believes that its interest could not be fairly evaluated and protected by pursuing this procedure, they will notify the other party in writing of their objection to following the above procedure. If a medical legal exam is not possible, then the Parties agree to mutually choose a non-examining QME to resolve the apportionment dispute. The cost of the non-examining QME shall be borne solely by the objecting party. (e) If a Carmel Fire Ambulance employee (“Current Employee”) with an existing claim sustains a new injury with Monterey that involves the same body part and medical treatment is required, Monterey and Carmel will seek to reach agreement apportioning liability for medical treatment as between Monterey and Carmel based on existing medical reports obtained by both Monterey and Carmel so that Monterey and Carmel continue to pay only their proportionate share of medical treatment. Any settlement with the employee shall include this agreement and both Carmel and Monterey will be a signatory to the settlement. If Carmel chooses not to settle future medical with the employee, the Parties agree to coordinate benefits should a claim be filed for the same body part against Monterey. (f) Both Carmel and Monterey recognize that the Labor Code’s limitations on medical evaluations may impact the ability of Carmel and Monterey to pursue a mutually agreed upon procedure for resolving apportionment of liability issues if an employee with an existing claim against Carmel files a new specific or cumulative injury claim against Monterey, a cumulative claim that overlaps Carmel and Monterey employment, or a new claim against Monterey and a Petition to Reopen the Carmel claim.

Nevertheless, Carmel and Monterey agree to pursue the following procedure to resolve the claims and fairly apportion liability as between Carmel and Monterey:
(i) If Carmel settles its claim based on an AME or PQME report and the same body parts are involved, Carmel and Monterey agree to return to the same AME or PQME and will seek agreement with employee’s attorney. The cost of the evaluation shall be borne by Carmel and Monterey equally.
(ii) If the AME or PQME is not available due to death, retirement or no longer doing workers’ compensation evaluations, Carmel and Monterey will seek agreement with employee’s attorney for a new AME. The cost of the evaluation shall be borne by Carmel and Monterey equally. (iii) If the Parties cannot agree on an AME, the Parties will follow Labor Code procedure for obtaining a QME. The cost of the evaluation shall be borne by Carmel and Monterey equally.
(iv) If the employee is not represented by an attorney, the Parties will return to the PQME if available. If a new QME Panel is required, Carmel and Monterey will notify the other party as to the QME selected and the information being provided to the QME, with input from both Parties as to the evaluation process. The cost of the evaluation shall be borne by Carmel and Monterey equally. (v) If either or both Carmel or Monterey reasonably believes that its interest could not be fairly evaluated and protected by pursuing this procedure, they will notify the other party in writing of their objection to following the above procedure. If a medical legal exam is not possible, then the Parties agree to mutually choose a non-examining QME to resolve the apportionment dispute. The cost of the non-examining QME shall be borne solely by the objecting party.

(g) Carmel and Monterey acknowledge that delays in the provision of benefits, irrespective of the reason, may subject the party causing the delay to the imposition of penalties in accordance with Labor Code. Carmel and Monterey agree that liability for such penalties shall be the sole obligation of the party causing the delay. There is no joint and several liability as between Carmel and Monterey for such penalties.
(h) Carmel and Monterey agree to waive the statutory time frame for filing a request for contribution and/or reimbursement. A formal Petition for Contribution/Reimbursement need not be filed to pursue contribution/reimbursement as between the Parties. If the Parties cannot reach an agreement as to contribution/reimbursement, the issue will be submitted to an arbitrator in accordance with the procedures set forth in the Labor Code.
(i) Carmel and Monterey cannot foresee every issue or contingency that may arise in the course of a workers’ compensation claim and that this Section may be deemed inadequate or legally insufficient to resolve every future issue. However, it is the intent of Carmel and Monterey to resolve the issues that do arise within the framework of this Section whenever possible and where not possible, withing the spirit of this Section. The Parties agree to meet and confer to resolve differences. If that fails to resolve the dispute, the Parties agree to submit to arbitration on contract interpretation following the practices and procedures of the American Arbitration Association. (j) The Parties understand that existing claims with Carmel may require the payment of temporary total disability/Labor Code §4850 to the claimant. Nothing in this agreement extinguishes the ongoing liability of Carmel for payment of those benefits. If any existing claim involves lost time, Carmel will continue to pay the temporary total disability/Labor Code §4850 consistent with the provisions of the Labor Code. Unless a new injury results during Monterey employment, Carmel will continue to have the temporary total disability/Labor Code §4850 responsibility on those existing claims.

ARTICLE XI

MISCELLANEOUS
XI.1 Amendments to Agreement. No part of this Agreement shall be altered or amended without written agreement of the signatory Parties, except that Article III of this Agreement as well as all exhibits to this Agreement may be amended by mutual written agreement of the City Manager of Monterey and the City Administrator of Carmel.

XI.2 Assignment. The rights and obligations of the Parties under this Agreement are not assignable and shall not be delegated without the prior written approval of the other party’s City Manager/Administrator.

XI.3 Dispute Resolution. The Parties recognize that this Agreement cannot represent a complete expression of all issues which may arise during the performance of the Agreement. Accordingly, Monterey and Carmel agree to meet and confer in good faith over any issue not expressly described herein to the end that Carmel will obtain the best Fire and Ambulance Services possible under the most favorable economic terms and that Monterey will be fairly and adequately compensated for the services it provides hereunder.

It is the Parties’ intention to avoid the cost of litigation and to resolve any issues that may arise amicably if possible. To that end, the Parties agree to meet within ten (10) business days of a request made by the

other party in writing to discuss the issues and attempt to resolve the dispute. If the dispute is not resolved after that meeting, the Parties agree to mediate the dispute within 30 calendar days of the meeting or as soon thereafter as possible. The mediator will be chosen by mutual agreement of the Parties. The costs of mediation will be borne by the Parties equally. No party may initiate litigation prior to the conclusion of mediation. In any action brought under this Agreement, the prevailing Party shall be entitled to recover its actual costs and attorney fees pursuant to California Civil Code section 1717.

XI.4 Exhibits. The following Exhibits are attached hereto and incorporated as if fully set forth herein:

Exhibit A: Scope of Fire and Ambulance Services
Exhibit B: Cost Detail
Exhibit C: Real Property, Apparatus and Equipment
Exhibit D: Waiver and Consent to Transfer form
Exhibit E: Terms and Conditions of Employment Applicable to Carmel Employees as Monterey Employees
XI.5 Notices. All notices required or permitted hereunder shall be deemed sufficiently given if delivered by hand, electronic mail, or by United States mail, postage prepaid, addressed to the Parties at the addresses set forth below or to such other address as may, from time to time, be designated in writing.

To Carmel:

City Administrator
City Hall
Carmel-by-the-Sea, CA 93921
To Monterey:

City Manager
Monterey City Hall
580 Pacific Street
Monterey, CA 93940
XI.6 Statutory References. References to statutes, municipal codes, or regulations are incorporated by reference and made a part of this Agreement shall be deemed to refer to any successor statute, municipal code, or regulation as they are updated or amended.

XI.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act, or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed

to have been duly and validly delivered and be valid and effective for all purposes.

XI.8 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.

XI.9 Interpretation. No party or any of the parties’ respective attorneys will be deemed the drafted of this Agreement for purposes of interpreting any provision in this Agreement in any judicial or other proceeding that may arise between them. This Agreement has been, and must be construed to have been, drafted by all the parties to it, so that any rule that construes ambiguities against the drafter will have no force or effect.
* * * * * * * * * * * * * * *
IN WITNESS WHEREOF, the Parties execute this agreement hereto on the day and the year first written above.

CITY OF CARMEL-BY-THE-SEA, A Municipal Corporation
By: _____________________________________ Date: _____________ City Administrator
CITY OF MONTEREY, A Municipal Corporation
By: _____________________________________ Date: _____________ City Manager
APPROVED AS TO FORM AND CONTENT:

By: _____________________________________
City Attorney, City of Carmel-by-the-Sea
By: _____________________________________
City Attorney, City of Monterey

EXHIBIT A

SCOPE OF SERVICES
Monterey shall provide the following services:

1. Administration. Provide administrative responsibility and support for all fire, ambulance, emergency and non-emergency services in Carmel. Administration of fire and ambulance services shall include the following:
a. Adequate supervision and staffing.
b. Program planning.
c. Budget projection and detailed accounting of actual expenses. d. Delivery and documentation of all federal and state-mandated firefighter training. e. Coordination of procurement of all operational supplies, services, and equipment. f. Maintenance of segregated records related to Carmel services and costs. g. Representation at City Council meetings, as well as those City staff meetings and/or community meetings deemed required by the City Administrator. h. Transparency with Carmel in management decisions affecting fire service delivery.

2. Incident Response. Delivery of all fire protection and emergency services within the incorporated limits of Carmel, including responding to calls for fire suppression, emergency medical response (including Advanced Life Support services), rescue services, hazardous materials, and all other emergency and non-emergency calls for service as received and dispatched by the Monterey County Department of Emergency Communications. A Chief Officer, or acting Chief Fire Officer, shall respond to all major incidents as determined by the Fire Chief.

3. Ambulance Response. Delivery of Advanced Life Support (ALS) ambulance, fire response and pre-hospital emergency medical services from the Carmel fire station including automatic and mutual aid calls outside of the incorporated limits of Carmel as dispatched by the Monterey County Department of Emergency Communications; coordination of procurement of all operational supplies, services and equipment by Carmel for ambulance services as funded within the current Carmel fiscal year budget.

4. Fire Prevention Services.
a. Review of all development and building plans submitted to Carmel to ensure compliance with applicable fire and life safety codes and regulations, as well as inspection of all new fire protection and fire alarm systems for compliance with applicable codes and standards, and inspection of previously installed fixed fire protection and alarm systems as recommended by applicable National Fire Protection Association (NFPA) Standards.

Carmel shall collect and retain any fees collected for issuance of building permits. b. Annual fire safety inspections of all state-mandated occupancies within Carmel. c. Issuance of operational permits and associated inspection of applicable businesses within the City of Carmel as required in the adopted California Fire Code including appendices and as amended. Carmel shall collect and retain any fees for said operational permits and inspections

d. Fire safety inspection of at least 20 percent of non-mandated or permitted business occupancies within Carmel annually.
e. Monterey retains the right, and intends to utilize, private contractor(s) and/or subject matter experts to provide development and plan review, fire protection system plan review and inspection, and/or fire safety inspection(s) within Carmel as deemed necessary by the Fire Chief or their authorized representative and in consultation with Carmel. Carmel shall collect and retain any fees for such fire prevention services provided within Carmel by such a contractor at the Fire Chief’s direction.
f. Investigation of all fires to establish origin and cause as well as coordination with the Carmel Police Department on any criminal prosecution resulting from such investigations.

5. Fire False Alarms. Monterey will manage the provisions of Title 8 of the Carmel Municipal Code, relating to recovery of costs associated with responses to false fire alarms. Any non-compliance with the provisions of Title 8 of the Carmel Municipal Code relative to false fire alarms shall be referred to the Carmel City Attorney for enforcement.

6. Weed Abatement. Monterey will inspect properties within Carmel for compliance with the provisions of Title 8 of the Carmel Municipal Code relating to Weed Abatement. Monterey will further inspect residential and open-space parcels to the extent permitted by law and recommend to the City Administrator appropriate modification/abatement of vegetation within Carmel to provide improved defensible space relative to Wildland Urban Interface (WUI) standards. Any non-compliance with the provisions of Title 8 of the Carmel Municipal Code relative to weed abatement or vegetative fuels removal or modification shall be referred to the Carmel City Attorney for enforcement.

7. Fireworks. Monterey will manage the provisions of Title 8 of the Carmel Municipal Code relating to Fireworks. Any non-compliance with the provisions of Title 8 of the Carmel Municipal Code relative to fireworks shall be referred to the Carmel City Attorney for enforcement.

8. Hazardous Materials Releases. Monterey will manage the provisions of Title 8 of the Carmel Municipal Code relating to recovery of costs associated with responses to releases of hazardous materials. Any non-compliance with the provisions of Title 8 of the Carmel Municipal Code relative to the recovery of costs associated with the City’s response to a hazardous substance release or spill shall be referred to the Carmel City Attorney for enforcement.

9. Major Disaster Response. In the event the Carmel Emergency Operations Center is activated pursuant to the Carmel Emergency Operations Plan, Monterey will, to the extent possible, provide fire department support to the Carmel Emergency Operations Center (EOC). In the event of a multi-jurisdictional emergency or disaster, coordination of fire resources may be performed from the Monterey Emergency Operations Center.

10. Mutual/Automatic Aid. Pursuant to existing agreements, coordinate with other agencies regarding mutual/automatic aid services to Carmel. Respond to requests for mutual/automatic aid or assistance-by-hire by other agencies pursuant to the California Statewide Mutual Aid Agreement or the California Fire Assistance Agreement.

11. Training. Maintain a continuous training program that corresponds to federal, state and local mandates, as well as evolving industry best practices and developments in emerging fire suppression, EMS/ambulance services and fire prevention techniques and technologies as authorized and funded within the Carmel fire services budget.

12. Community Outreach and Education. Consistent with operational capacity and the Carmel fire services budget as that budget may be modified from year to year, Monterey shall coordinate the planning and development of fire prevention and safety education programs for schools, businesses, community associations, child-care providers and other members of the community.

Fire prevention and life safety programs will be tailored to educate Carmel residents and businesses in order to help preserve life and property.

EXHIBIT B

COST DETAIL
Cost Projection and True-up Methodology

1. Definitions
a. Contract Percentage Driver (CPD) – Percentage of system-wide costs that are charged to the partner agency as negotiated by and between City Managers/Administrators of the partner agency and the Monterey City Manager. The CPD shall be 15.00%. b. Personnel Cost Allocation Factor (PCAF) – Percentage of general personnel costs and overtime that are charged to the partner agency based on the following formula:

C = Total number of minimum staffing positions (including firefighters, engineers and captains) deployed on a daily basis in the partner agency’s station N = Total number of minimum staffing positions (including firefighters, engineers and captains) deployed on a daily basis system-wide.

C/N = Personnel Cost Allocation Factor
c. Administrative Fee Percentage – the Administrative Fee Percentage for Fire Services shall be 6%. The Administrative Fee Percentage for Ambulance Services shall be 16%.

The percentages may be adjusted upon the mutual written agreement of the City Manager/Administrator of both cities. The Administrative Fee includes, but is not limited to, the services of Monterey’s Fire Chief, Assistant Fire Chief, and staff included under Fire Administration and Training. It also includes, but is not limited to, indirect costs related to the services of Monterey’s City Manager, City Clerk, City Attorney, Human Resources, Finance and Information Services functions. d. Other Personnel Costs – Monterey’s personnel costs attributed to Station Engine Company, Station Ambulance Company, Fire Division Chief Management and Fire Prevention Services personnel for the following:
i. Medical Exams (annual)
ii. Tuition Reimbursements
iii. Workers Compensation and Unemployment Insurance
iv. Other Post Employment Benefits (OPEB)
e. Leave Liability Charge – The value of employees’ leave hours when they transferred employment from the City of Carmel-by-the-Sea to the City of Monterey upon consolidation on October 1, 2025 is the Leave Liability. The annual payment shall be the greater of the annual direct expenses attributable to annual leave payoffs and termination payoffs or $50,000 until the Leave Liability is reduced to $0.00. Carmel shall pay to Monterey the outstanding value of the Leave Balance, if any. The annual payment amount may be adjusted upon the mutual written agreement of the City Manager/Administrator of both cities.

f. PERS Credit
i. The Carmel PERS Credit shall be $57,800 for each full Fiscal Year during the term of this Agreement or any extensions thereof, provided that this credit shall not continue after December 31, 2028. The $57,800 per year shall be prorated for any partial years.

2. Projection Methodology Basis
a. Station Engine Company
i. Average budgeted cost of salaries and benefits, less longevity pay, for each of 3 ranks (Captain, Engineer, Firefighter) assigned to the partner agency’s station multiplied by 3 shifts; plus
ii. Overtime and Out-of-Class Pay based on 50% of the total of average salaries for each rank (this overtime factor may be adjusted on an annual basis based on actual previous experience); plus
iii. Other personnel costs attributed to 9 partner agency station personnel; plus iv. Total Fire Department Personal Protective Equipment cost multiplied by the PCAF.
b. Ambulance Company
i. Average budgeted cost of salaries and benefits for 2 Firefighters assigned to the partner agency’s station multiplied by 3 shifts; plus
ii. Average budgeted cost of salaries and benefits for one Fire/EMS Analyst multiplied by 33.33%; plus
iii. Paramedic Premium pay costs attributed to 8 ambulance station personnel; plus iv. Annual paramedic training costs attributed to 8 ambulance station personnel; plus
v. Overtime pay based on 50% of the total average salaries for two firefighters (this overtime factor may be adjusted on an annual basis based on actual previous experience); plus
vi. Other personnel costs attributed to 6 partner agency station personnel; plus vii. Total Fire Department Personal Protective Equipment cost multiplied by the PCAF.
c. Fire Division Chief Management
i. Average budgeted cost of salaries and benefits, less longevity pay, for three Division Chiefs assigned to oversee all Fire Department Operations multiplied by the CPD; plus
ii. Extra Duty Pay based on straight-time cost of 400 hours per Division Chief paid at an average hourly rate multiplied by the CPD; plus
iii. Other personnel costs attributed to 3 Division Chiefs multiplied by the CPD; plus
iv. Personal Protective Equipment attributed to 3 Division Chiefs multiplied by the CPD; plus
v. Cost of Command Vehicles O&M and Depreciation multiplied by the CPD.

d. Fire Prevention Services
i. Budgeted cost of salary and benefits, less longevity pay, for one Deputy Fire Marshal and one Fire Prevention Technician multiplied by the CPD; plus ii. Deputy Fire Marshal overtime based on 50 hours per fiscal year multiplied by the CPD; plus
iii. Other personnel costs attributed to Deputy Fire Marshal multiplied by the CPD; plus
iv. One part-time Fire Inspector salary and benefits; plus v. Personal Protective Equipment attributed to one Deputy Fire Marshal multiplied by the CPD; plus
vi. Personal Protective Equipment attributed to one part time Fire Inspector; plus vii. Cost of Prevention Vehicles O&M and Depreciation multiplied by the CPD. e. Administrative Fee
i. Total of Station Engine Company, Fire Division Chief Management and Fire Prevention Services multiplied by a 6% Administrative Fee Percentage; plus ii. Total of Ambulance Company multiplied by a 16% Administrative Fee Percentage
f. Subtotal – Total of all above plus Administrative Fee g. Leave Liability – Add to Subtotal
h. PERS Credit – Subtract from Subtotal
i. Grand Total – Subtotal plus Leave Liability minus PERS Credit

3. True-up Methodology – same methodology as above based on actual costs with the following exceptions for Overtime/Backfill costs:
a. Station Engine Company and Ambulance Company – total of the following multiplied by the PCAF:
i. All overtime for Operations leave backfill (including vacation, sick, disability, workers’ compensation, union leave, jury duty and vacant positions) ii. All out-of-class pay for Operations
iii. All salary and benefits costs (except overtime and tuition reimbursement) for any relief Operations personnel
iv. Subtract any reimbursements from SAFER (or similar staffing) Grants b. Division Chiefs – actual cost of Extra Duty Pay, multiplied by the CPD c. Deputy Fire Marshal – actual overtime cost multiplied by the CPD A sample budget projection model is below for the FY26 projection

EXHIBIT C

REAL PROPERTY, APPARATUS AND EQUIPMENT
Carmel Real Property, Apparatus and Equipment
Type Description Quantity
Real Property Carmel Fire Station 6
th Street between Mission & San Carlos 1
Apparatus Engine 7113; 2009 Pierce Type 1 Engine; VIN: 4P1CS01A19A009612 1 Apparatus Engine 7111; 2000 E-ONE Type 1 Engine; VIN:
4EN3AAA8XY1001294
1 Apparatus Ambulance 7166; 2005 Ford F-550; VIN: 1FDAF4GRXAEA83161 1 Apparatus Ambulance 7165; 1999 Ford Wheeled Coach; VIN:
1FDWE35F5YHA17847
1 Apparatus Utility 6495; 2011 Ford F-350; VIN: 1FD8W3B63BEA63387 1 Apparatus Sedan 6485; 2012 Dodge Charger; VIN: 2C3CDXAT3CH287826 1 Equipment LifePack 15 EKG Monitor 1 : 39818656
LifePack 15 EKG Monitor 2: 41729903
2 Equipment Stryker Stair Pro Stair Chair: Model #: 6252 1 Equipment Motorola APX 8000XE Portable radio 1: 581CUF1107 Motorola APX 8000XE Portable radio 2: 581CUF1072
2 Equipment Motorola Mobile Radios: PHCN4000E & PHLN1002A Motorola Mobile Radio: APX8500 (No visible serial number) 3 Equipment Kenwood Mobile Radio: No visible serial or model number.

Kenwood Mobile Radios: 18520 (2)
3 Equipment Stryker Power Pro XT Gurney: 104739268 1
Equipment Stryker MX Pro R3 Manual Gurney: 100640066 1
Equipment Panasonic Toughbook: Model# FZ - G2 1
Equipment Copier – Brother HL-L5100DN 1
Monterey Equipment
Type Description Quantity
Equipment Complete Scott RIT-PAK III with 75 Min 5500 PSI cylinder 1 Equipment Scott X3 SCBA 8
Equipment Scott X3 SCBA Cylinder (45 Min, 5500 PSI) 16
Equipment Bullard T3x Thermal Imager with Charging Base and 2 batteries 1 Equipment Dewalt 60V rotary cut off saw with 2 9 AH Batteries and charger 1 Equipment Drager 4 gas detector, charging base, and calibration station 1 Equipment iPad Pro 1
Equipment Surface Go Tablet 1
Equipment Monterey Knox Key 2
Equipment Monterey Airport Knox Key 2

Equipment Pacific Grove Knox Key 2
Equipment Zoll AED 2
Equipment Poly desk/wall phones 5
Equipment Computer Monitors - Dell 6
Equipment Desktop computers - Lenovo 5
Equipment Laptop computer - Lenovo 1
Equipment Laser Printer - Brother 1
Equipment Scanner – Canon 1
Equipment Battery Backup – APC 1
Equipment Server – VM Ware 1
Equipment Wireless Access Point – Cisco 1
Equipment Router – Cisco 1
Equipment Switch – Cisco 1

EXHIBIT D

WAIVER AND CONSENT TO TRANSFER FORM

WAIVER OF CLAIMS AND CONSENT
TO TRANSFER OF CARMEL-BY-THE-SEA’S PERSONNEL, MEDICAL AND TRAINING

FILES TO CITY OF MONTEREY
I, ______________________________________ (printed name) am an employee of the City of Carmel-by-the-Sea (“Carmel”). I hereby consent to the release of information in the Personnel File, Medical File, Workers’ Compensation File and Training File which Carmel maintains for me to the City of Monterey upon execution of this agreement. I further consent to transfer of the Personnel File, Medical File, Workers’ Compensation File and Training File which Carmel maintains for me to the City of Monterey upon my employment by the City of Monterey. I understand that Carmel and its successors will be given access to such files when needed for ascertaining information related to any issues which may arise following termination of my employment by Carmel. I also understand that the City of Monterey may and will rely on information contained in such files in connection with any employment issues regarding my employment with the City of Monterey, including discipline, up to and including termination. I furthermore understand that the City of Monterey may and will rely on information contained in such files in connection with any medical issues regarding my employment with the City of Monterey.

I waive any claim against Carmel with respect to the transfer of such files. I further waive any claim against the City of Monterey in connection with the subsequent use of such files by the City of Monterey.
__________________________________
Signature
__________________________________
Date

EXHIBIT E

TERMS AND CONDITIONS OF EMPLOYMENT APPLICABLE

TO CARMEL EMPLOYEES AS MONTEREY EMPLOYEES

1. Salary Ranges: Upon commencement of employment with Monterey, Carmel Employees will be placed in the Monterey salary range for their classification, as shown below, at the lowest step that will prevent them from receiving a pay reduction. This salary range comparison shall be based on Base Salary, Paramedic Pay, Education Incentive Pay, Company Officer Pay, Bilingual Pay and Uniform Allowance received by employees of both Carmel and Monterey as of September 1, 2025.

Name Current Carmel Rank New Monterey
Rank
Monterey
Step
Monterey Incentives*
Isaac
Eckel
Firefighter/Paramedic Firefighter 5 Paramedic Pay, Uniform Allowance
Matthew
Nitenson
Firefighter/Paramedic Firefighter 4 Paramedic Pay, Uniform Allowance
Arthur
Rosillo
Firefighter/Paramedic Firefighter 5 Paramedic Pay, Uniform Allowance
Myles
Routh
Firefighter/Paramedic Firefighter 5 Paramedic Pay, Uniform Allowance
*Employees who are interested in testing for bilingual pay will be offered the opportunity to participate in the testing process in September 2025. If the employee successfully passes the test, the incentive pay will begin upon appointment. Employees must provide Fire Administration required documents for Education Pay and/or Company Officer Pay prior to employment with Monterey to begin the incentive pay(s) upon appointment.

2. Years of Service and Time off Banks: Years of continuous full-time service in Carmel as a Firefighter/Paramedic may or may not be counted as years of service in Monterey, in accordance with the following:
a. Years of service in Carmel shall not be counted as years of service in Monterey for the following purposes:
i. Establishing seniority for layoff. However, years of service in Carmel shall be considered in breaking ties among Carmel Employees who otherwise have identical seniority in Monterey based on their identical Monterey hire dates for purposes of establishing seniority for layoff.
ii. Establishing eligibility as “grandparented” into not being covered by the MFFA MOU Section 10.8 Sick Leave/Industrial Disability Retirement which applies to employees hired on or after 3/1/2000.
iii. Calculating eligibility for longevity pay (MFFA MOU Section 16.4). b. Years of service in Carmel shall be counted as years of service in Monterey for the following purposes:
i. Establishing vacation accrual rates (MFFA MOU Section 9.1). ii. Meeting the minimum years of service requirement for employees retiring with a regular, non-disability retirement to cash out up to a specified % of their unused accumulated sick leave (MFFA MOU Section 10.9).

iii. Meeting the minimum years of service requirement for employees to receive the City-funded Retirement Health Savings Plan amount upon separation or retirement from Monterey (MFFA MOU Section 15.3). This shall not be interpreted to require Monterey to contribute funds for the period of employment in Carmel.

Upon commencement of employment with Monterey, Carmel Employees shall retain their unused accumulated sick leave and vacation time off balances, provided such balances do not exceed the maximum vacation time off balances allowed by Monterey. Any vacation time off balances in excess of the maximum allowed by Monterey will be paid by Carmel to such Carmel Employees when their employment with Carmel ends at their rates of pay in effect on such date.

3. Probation Periods: Carmel Employees who have completed probation in Carmel in a classification with duties comparable to their Monterey classification will not be required to serve a probationary period in Monterey. Any Carmel Employees who have not completed the probationary period in Carmel in a classification with duties comparable to their Monterey classification will be required to serve a complete one-year probationary period in their Monterey classification.

4. Promotional Recruitments: Any Carmel Employee hired by Monterey shall have the right to compete in any Monterey promotional recruitment process for which they meet minimum qualifications.

5. Leave Accruals: Carmel Employees who commence employment with Monterey on October 1, 2025, will receive full Monterey leave accruals for the month of October 2025. Carmel Employees must notify Fire Administration in September 2025 if they would like to receive holiday compensatory time off or pay for the holidays. If an employee does not notify Fire Administration, their holiday time will be paid.

CITY OF CARMEL-BY-THE-SEA
City Council
Staff Report
September 9, 2025

ORDERS OF BUSINESS
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Javier Hernandez, Project Manager
APPROVED BY: Chip Rerig, City Administrator
SUBJECT: Resolution 2025-077 authorizing the City Administrator to execute a Construction Contract with Coastal Paving & Excavating Inc. for the Base Bid plus Bid Additives 1 and 2, and a 20% contingency, in the total amount of $2,778,378, for the Conglomerate Paving Project FY 24-25 (Estimated time - 20 minutes)
RECOMMENDATION:

Adopt Resolution 2025-077 authorizing the City Administrator to execute a Construction Contract with Coastal Paving & Excavating Inc. for the Base Bid plus Bid Additives 1 and 2, and a 20% contingency, in the total amount of $2,778,378, for the Conglomerate Paving Project FY 24-25.

BACKGROUND / SUMMARY:

Project History
The City’s FY 2024-25 Conglomerate Paving Project represents a critical investment in local infrastructure, combining elements from multiple capital projects to maximize the use of limited funding while advancing key public works improvements. Included as Attachment 1 to this report is Resolution 2025-072, which will authorize the City Administrator to execute the construction contract for this project, pending Council approval.

The foundation of this project stems from the FY 2023-24 Annual Paving Project, approved by Council in April 2023. This effort leverages $674,000 in Maintenance of Effort funds to secure external funding from Transportation Agency for Monterey

County (TAMC) through Measure X, Gas Tax, SB 1 (RMRHA), and Regional Surface Transportation Program (RSTP).

Total construction costs are estimated at $1.68 million, with several high-cost segments included as additive bids, to be awarded if funds allow. Additionally, deferred work from the FY 2021-22 Paving Project—originally excluded due to higher-than-expected bids— will be incorporated as shown in the project listings. These include overlay improvements along San Antonio Avenue, Monte Verde Street, and Torres Street, estimated at $835,000.

A portion of the FY 2022-23 Concrete Street Repairs Project is also being integrated into the Conglomerate Paving Project. While the full $3 million project remains on hold pending future funding, $792,000 was reallocated, allowing the critical reconstruction of the San Antonio–Ocean Avenue intersection ($293,000) to move forward.

Together, these combined efforts reflect a strategic and cost-conscious approach to preserving and enhancing the City’s roadway network, while capturing the full benefit of available local and regional funding sources.

Extension of Improvements – City-Led Collaboration with County With Council approval of the cost-sharing reimbursement agreement (Attachment 2), the City has taken a key step toward advancing this important infrastructure project.

The agreement formalizes the partnership and funding framework needed to move the project forward in coordination with regional stakeholders, including the Ocean Avenue segment as listed below.

This portion of work will be funded through the $400,000 reimbursement agreement outlined in Attachment 2 and will be supplemented by the TAMC (RSTP) interest reserves, with an additional allocation of $243,705.75 approved by the TAMC Board of Directors on August 27th.

Construction of the extended segment is programmed for Fall 2025 into early 2026, pending Council authorization of the construction contract. This collaboration underscores the City’s leadership in regional infrastructure planning and reaffirms its commitment to delivering high-quality, community-focused transportation improvements—specifically including the Ocean Avenue improvements as described below.

Project Development and Bidding Results
The project design plans and technical specifications were completed by City Engineering Consultants (Wallace Group, BKF Engineering, and Neill Engineers).

Specifically, the scope of work included in the final bidding documents and covered under the Base Bid and Bid Additives 1 & 2 - Basis of Award (the portion of the Project to advance to construction) includes:

AC Paving / Overlay Streets
Schedule A (Base Bid)
• Ocean Avenue between Carpenter Street and East City Limits • Santa Lucia Avenue between Dolores Street and Rio Road • Tenth Avenue between Junipero Street and Mission Street • Sixth Avenue between Guadalupe Street and Carpenter Street Schedule B (Base Bid)
• San Antonio Avenue between Fourth Avenue and Ocean Avenue • San Antonio Avenue between Ocean Avenue and Eighth Avenue • Monte Verde Street between Fourth Avenue and Ocean Avenue • Torres Street between Second Avenue and Fourth Avenue Schedule C (Base Bid)
• Intersection of Ocean Avenue and San Antonio Avenue
Schedule D (Bid Additive #2)
• Ocean Avenue between Carpenter Street and California State Route 1 (County of Monterey)
These roadway improvements include lowering utility irons, patch paving, conform grinding, reconstruction of several ADA ramps, placing AC overlay, restoring AC berms, swales and pavement markings, and raising utility irons.

Micro-Surfacing Streets
Schedule A (Base Bid)
• Sixth Avenue between Carpenter Street and East City Limits • Sixth Avenue between Monte Verde Street and Lincoln Street • Dolores Street between Fifth Avenue and Ocean Avenue
• Flanders Way between Vizcaino Avenue and Crespi Avenue • Forest Road between Ocean Avenue and Seventh Avenue
• Guadalupe Street between Second Avenue and Third Avenue • Guadalupe Street between Fifth Avenue and Sixth Avenue • Lobos Street between First Avenue and Second Avenue
• Monte Verde Street between Second Avenue and Fourth Avenue • Monterey Street between the North End and Second Avenue

• Pine Ridge Way between Forest Road and Turnaround
• Santa Fe Street between Third Avenue and Fourth Avenue • Santa Rita Street between North City Limits and Second Avenue • Second Avenue between Casanova Street and Monte Verde Street • Sixth Avenue between Dolores Street and Mission Street • Third Avenue between Dolores Street and Mission Street • Torres Street between 285’ North of Eleventh Avenue and Eleventh Avenue • Vizcaino Avenue between Mountain View Avenue and Flanders Way Schedule A (Bid Additive #1)
• Dolores Street between Vista Avenue and Second Avenue • Mission Street between Ocean Avenue and Eighth Avenue • Perry Newberry Way between Fourth Avenue and Sixth Avenue These roadway improvements include patch paving, removing markings, crack sealing, applying micro-surfacing, and restoring pavement markings.

Sidewalk Improvements
Schedule A (Base Bid)
• West Side of Junipero Street between Sixth Avenue and Ocean Avenue • Northwest Corner of Dolores Street and Seventh Avenue • North Side of Sixth Avenue between Lincoln Street and Dolores Street • South Side of Sixth Avenue between Mission Street and Junipero Street • Southeast Corner of Dolores Street and Ocean Avenue
These sidewalk improvements include removing existing brick, concrete, asphalt, and paver sidewalk segments, regrading and compacting subgrade, installing redwood headers and new permeable pavers or asphalt sidewalk, reconstructing curb and gutter, cobblestone curb, AC berms, and adjusting utility boxes to grade.

Contract documents were initially prepared by one of the City’s Project Management consultants, Wallace Group, and then finalized by the City’s in-house Project Manager.

A CEQA determination of exemption was provided by the City’s Environmental Programs Manager. Once the final design was approved for construction, the Project was extensively advertised for construction bids in August. Notices were published in the Carmel Pine Cone and Monterey County Weekly, Central Coast Builders Association, and posted on the City’s and other public purchasing websites. In addition, courtesy calls and emails were made to 40 contractors that specialize in civil construction, asphalt restoration, and concrete construction. Three prime contractors attended the Pre-Bid meeting.

Despite best outreach efforts, only two bid proposals were received at the Public Bid Opening held on July 24, 2025. While all bids are much appreciated, receiving only two bids appears to becoming the norm in this current, unfavorable bidding climate, likely due to construction labor shortages and busy contractors. In years past, multiple, competitive bids were received for our larger construction projects.

This Bid Opening yielded the following results:

Engineer's
Estimate
Coastal Paving
and
Excavation
MPE Granite Rock Don Chapin
Construction
Teichert
Construction
Description Total Total Total Total Total Total
Base Bid
(Basis of
Award)
$2,200,000 $1,427,498 $2,511,548 $2,126,133.50 $2,338,000 $1,949,684 Bid Additive
No. 1 $159,900 $244,111.25 $286,628 $180,339 $249,000 $307,582.25 Bid Additive
No. 2 $350,000 $643,705.75 $458,209.75 $390,530.75 $497,000 $630,243.75 Grand Total $2,709,900 $2,315,315.00 $3,256,385.75 $2,697,003.25 $3,084,000 $2,887,510.00 A 20% contingency is recommended to provide the necessary flexibility to expand the project scope and incorporate additional locations, if deemed appropriate during construction. This level of contingency enables the City to respond promptly to unforeseen site conditions or critical field changes without delaying progress. Staff will exercise fiscal discipline and oversight throughout construction, aiming to manage costs efficiently within the approved contingency. Authorizing a 20% contingency in advance ensures the ability to address emerging priorities as they arise. Any unused contingency funds will be returned to the CIP fund balance. Should additional funding be required beyond the approved amount, staff will return to Council to seek further authorization.

Construction will take approximately three months from issuance of the Notice to Proceed, but will be dependent on weather conditions. All streets that will be affected by this Project will remain open to local traffic during construction; however, traffic control plans will be in place, and motorists may experience temporary, local detours.

Environmental Determination
The Conglomerate Paving Project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301(c) of the CEQA Guidelines, which exempts minor alterations to existing public facilities involving negligible or no expansion of use. Upon project approval, the City will file a Notice of Exemption with the County Clerk in accordance with CEQA requirements.

FISCAL IMPACT:

The FY 2025/26CIP included a remaining carry-over budget of $2,810,000 for this

Project. Costs for design services were absorbed in prior year budgets. The construction cost to Coastal Paving & Excavating Inc. for the Base Bid and Bid Additive 1 and 2 of $2,315,315, plus a 20% contingency of $463,063, provides a grand total of $2,778,378 and is further outlined below:

PROJECT COST MATRIX
Total
Base Bid and Additive Alternates 1 & 2 $2,315,315.00
20% Contract Contingency $463,063.00
Construction Cost Grand Total $2,778,378.00
County Cost Sharing Agreement (Via
Reimbursment)
($400,000.00)
TAMC RSTP Reserves (Via
Reimbursment)
($243,705.75)
City Aggregate Liability $2,134,672.25
Project funding is available in CIP Account Number 301-311-00-43008.

PRIOR CITY COUNCIL ACTION:

In June 2021, Council adopted the CIP Budget for FY 2021/2022 including the Annual Paving Project, FY 21-22.

In June 2022, Council adopted the CIP Budget for FY 2022/2023 including the Concrete Street Repairs, FY 22-23.

In June 2023, Council adopted the CIP Budget for FY 2023/2024 including the Annual Paving Project, FY 23-24.

In June 2024, Council adopted the CIP Budget for FY 2024/2025 which included the Conglomerate Paving Project FY 24-25.

In June 2025, Council adopted the CIP Budget for FY 2025/2026 which included rolling over the Conglomerate Paving Project FY 24-25.

In June 2025, Council approved Resolution 2025-046, authorizing a cost sharing agreement between the City of Carmel-by-the-Sea and County of Monterey.

ATTACHMENTS:

1. Resolution 2025-077

2. City and County Cost Sharing Agreement

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2025-077

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

AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A CONSTRUCTION CONTRACT WITH COASTAL PAVING & EXCAVATING INC. IN THE AMOUNT, WITH 20% CONTINGENCY, OF $2,778,378.00, FOR THE CONGLOMERATE PAVING PROJECT FY 24-

25. WHEREAS, in June 2019, the City Council adopted the Fiscal Year (FY) 2019/20 Capital Improvement Program (CIP) which included the Citywide Multiyear Paving Project, San Carlos Bike Route, Eighth to Thirteenth Avenues, and San Carlos Median Islands Projects, with an initial combined budget of $973,509; and
WHEREAS, in June 2021, Council adopted the FY 2021/22 CIP with a revised budget of $962,230 for this Project, including additional funding for sidewalk repairs, and street selections as modified in May 2021, and, at that time, the Project was re-named the FY 2021/22 Pavement Rehabilitation Project; and
WHEREAS, in June 2022, Council adopted the FY 2022/23 CIP including the Concrete Street Repairs Project, FY 22-23; and
WHEREAS, in April 2023, Council approved the list of streets to be included as part of the FY 23-24 Annual Paving Project; and
WHEREAS, in June 2023, Council adopted Resolution 2023-067 for the FY 2023/24 CIP, approving the carry-over of 25 prior FY CIP projects, including this Project with a remaining budget of $878,000, and a CIP Contingency Fund with an initial Budget of $500,000; and WHEREAS, in June 2024, Council adopted the FY 2024/25 CIP including the Conglomerate Paving Project FY 24-25 which was comprised of portions of previously approved FY 2021/22 Pavement Rehabilitation Project, Concrete Street Repairs Project FY 22-23 and the FY 23-24 Annual Paving Project; and
WHEREAS, in June 2025, Council adopted Resolution 2025-046 approving a cost sharing agreement for pavement rehabilitation between the City of Carmel-by-the-Sea and County of Monterey for the portion of pavement located along Ocean Avenue between Cabrillo Highway and Carpenter Street in the amount of $400,000; and
WHEREAS, in June 2025, Council adopted Resolution 2025-052 for the FY 2025/26 CIP, approving the carry-over of prior FY CIP projects, including this Project with a remaining budget of $2,810,000, and a CIP Contingency Fund with an initial Budget of $500,000; and WHEREAS, in June 2025, the final design was completed for the Conglomerate Paving Project FY 24-25, and the Project was approved for construction; and ATTACHMENT 1

WHEREAS, the Project was extensively advertised for construction bids, and 5 bid proposal were received at the Public Bid Opening held on July 24, 2025; and WHEREAS, the low Base Bid of $1,427,498.00, submitted by Coastal Paving & Excavating Inc, was responsive and responsible, low Bid Additives included in the bid proposal were favorable, and resurfacing at these locations should be included; and WHEREAS, the total cost of the Base Bid plus two bid additives and a 20% contingency of $2,778,378 is less than remaining Project balance of $2,810,000.

WHEREAS, in September 2025, TAMC Board of Directors approved supplemental funding allocation for this project using Regional Surface Transportation Interest Reserves in the amount of $243,705.75; and

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

Authorize the City Administrator to execute the construction contract with Coastal Paving & Excavating Inc. in the total amount, with 20% contingency, of $2,778,378; and

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 9th day of September, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTA IN:

APPROVED: ATTEST:
________________________ ___________________________
Dale Byrne Nova Romero, MMC
Mayor City Clerk
ATTACHMENT 1

COST SHARING AGREEMENT BETWEEN THE

CITY OF CARMEL-BY-THE-SEA AND COUNTY OF MONTEREY

FOR THE PAVEMENT REHABILITATION OF THE PORTION OF OCEAN AVENUE

BETWEEN CABRILLO HIGHWAY AND CARPENTER STREET
This Cost Sharing Agreement (the “Agreement”) by and between the City of Carmel-bythe-Sea, a California general law city and municipal corporation (hereinafter “City”), and the County of Monterey, California, (the “County”), collectively the “Parties.” This Agreement shall be effective as of the date of the last signature of the Agreement (“Effective Date”).

RECITALS
WHEREAS, the City proposes to construct pavement improvements, on Ocean Ave; and WHEREAS, a portion of Ocean Avenue lies outside the City limits and within unincorporated County Right-of-Way; and
WHEREAS, the County requested the City include within the scope of its work rehabilitation of the pavement for the 1,015-foot portion of Ocean Avenue (“Pavement Rehabilitation”) that lies within the unincorporated County Right-of-Way just west of Cabrillo Highway, California State Route 1, also known as the Pacific Coast Highway. The pavement improvements within the unincorporated County Right-of-Way shall be referred to herein the “Project”.

WHEREAS, the City estimates the Project costs to be approximately four hundred thousand ($400,000).

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual goals and objectives contained herein, the Parties agree as follows:














ATTACHMENT 2

1. County Reimbursement of City Costs:

The County shall reimburse the City the actual construction costs for the Project and soft costs associated therewith, the total of which is estimated to be four hundred thousand ($400,000) as agreed to per Exhibit A (attached and incorporated by this reference) and shown on Exhibit B (attached and incorporated by this reference). The City shall notify the County when actual costs have reached four hundred thousand ($400,000).

2. Payment of Invoices:

Invoices for reimbursement shall be submitted to the County on a monthly basis and shall contain all necessary supporting documentation and detail in a form acceptable to the County, including but not limited to all timecards, invoices, and any conditional and unconditional waivers. County shall have the right to review and confirm that the invoices submitted by the City for reimbursement are in conformance with the terms of this Agreement prior to forwarding to the County Auditor-Controller. Payments will be made within 45 days of receipt of complete invoices (which have been determined to conform to the terms of this Agreement by Public Works, Facilities, and Parks) by the County Auditor-Controller.

3. County Utility Obligations:

The County shall coordinate and confirm all utilities within the Project area. The County shall verify that all known utilities are shown accurately. The County shall pothole excavate any utility conflicts, known and unknown, prior to the start of construction.

4. City Inspection Obligations:

The City shall be responsible for providing construction inspection services associated with construction of the Project. The City will include in the invoices to the County the cost for the construction inspection services of the Project. Quality assurance inspections provided by the County shall be coordinated with the City Superintendent and City Project Manager.

5. County Encroachment Permit Obligations:

The County shall provide a no fee encroachment permit to the City for work to be done within the County’s jurisdiction throughout the duration of the Project.

6. Ongoing Maintenance Obligation:
a. County’s Maintenance Obligation: The County accepts all future maintenance responsibility of the pavement within the Project area as shown on [Exhibit B]. b. City’s Maintenance Obligation: The City accepts all future maintenance responsibility of the pavement rehabilitation within City limits. The City’s future maintenance obligation specifically includes the 300-feet portion of Ocean Avenue that lies within the City limits. Such maintenance to be performed by the City shall be at a level that meets the standards for roads within the City. 













ATTACHMENT 2

7. Indemnity:
a. County’s Indemnity Obligation: The County shall fully defend, indemnify and hold the City, its officers, agents and employees harmless against all claims for damages to persons or property arising out of the County’s ongoing maintenance obligations of the pavement in the Project area.
b. City’s Indemnity Obligation: The City shall fully defend, indemnify and hold the County, its officers, agents and employees harmless against all claims for damages to persons or property arising out of the City’s ongoing maintenance obligations of the pavement rehabilitation that lies within the City limits.

8. Insurance:

The City will require all contractors and subcontractors to name the City and the County, and their officers, agents and employees as additional insureds on their general liability and automobile liability policies for work on the pavement rehabilitation on Ocean Avenue. These insurance policies must have minimum limits of $2 million per occurrence and $5 million aggregate and the contractors and subcontractors must provide to the City and County a certificate of insurance and endorsements confirming the additional insured coverage in the amounts specified herein.

9. Notices:

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered as follows:

City of Carmel-by-the-Sea
Attn: Javier Hernandez, Public Works Project Manager
City of Carmel-by-the-Sea
Public Works Department
P.O. Box CC
Carmel, California 93921
County of Monterey
Department of Public Works, Facilities and Parks
Attn: Randell Ishii, Director
1441 Schilling Place, 2nd Floor
Salinas, California 93901
(831) 784-5647
[email protected]

10. General Provisions.
a. The Parties agree to execute, acknowledge and deliver any and all additional papers documents and other assurances, and shall perform any and all acts and things reasonably necessary, in connection with the performance of the obligations hereunder and to carry out the intent of the Parties.
b. This Agreement may be executed in counterparts and by electronic signatures and shall have the same force and legal effect as an executed original. 













ATTACHMENT 2

COUNTY OF MONTEREY
Public Works, Facilities and Parks
Contractor’s Business Name
By:

Randell Ishii
Director of PWFP
Date: By:

Mitch Skyer, President
Approved as to Form Date:

Office of the County Counsel
Susan K. Blitch, County Counsel
By:

By: Kris Laseter, COO
Mary Grace Perry
Deputy County Counsel Date:

Date:

Approved as to Fiscal Provisions
By:

Name:

Title: Auditor/Controller
Date:

Approved as to Indemnification and
Insurance Provisions
Office of the County Counsel
Risk Management Division
Susan K. Blitch, County Counsel
By:

David Bolton
Risk Manager
Date:














ATTACHMENT 2

CITY OF CARMEL-BY-THE-SEA
By:

Dale Byrne
Mayor, City of Carmel-by-the-Sea
Date:

By:

Brian Pierik
City Attorney
Date:

Approved as to Form
By:

Nova Romero
City Clerk
Date:























ATTACHMENT 2

EXHIBIT A – PRELIMINARY ESTIMATE

OCEAN AVE RESURFACING
Carmel-by-the-Sea to State Route 1
Item
No
Item
Code
F
S Item Description Unit of Measure
Estimated
Quantity Unit Price Amount
1 170103 Clearing and Grubbing LS 1 75,000.00 75,000.00 2 390095 Replace Asphalt Concrete Surfacing CY 208 390.00 81,120.00 3 390132 Hot Mix Asphalt (Type A) (0.2' Thick) TON 550 250.00 37,500.00 4 393001 Pavement Reinforcing Fabric SQYD 1,250 2.25 2,812.50 5 394073A Place Hot Mix Asphalt Rolled Berm LF 90 20.00 1,800.00 6 397005 Tack Coat TON 1 1,200.00 1,200.00
7 398200 Cold Plane Asphalt Concrete Pavement SQYD 350 25.00 8,750.00 8 780210A Survey Monument EA 5 1,200.00 6,000.00
9 810230 S Pavement Marker (Retroreflective) EA 30 6.00 180.00 10 820130 Object Marker (Culvert Marker) EA 3 100.00 300.00 11 820750 Furnish Single Sheet Aluminum Sign
(0.063 - Unframed) SQFT 81.25 80.00 6,500.00
12 820840 Roadside Sign - One Post EA 13 400.00 5,200.00 13 846007 S 6" Thermoplastic Traffic Stripe
(Enhanced Wet Night Visibility) LF 1,960 2.00 3,920.00
14 846010 S 8" Thermoplastic Traffic Stripe
(Enhanced Wet Night Visibility) LF 131 2.50 327.50
15 846012 S Thermoplastic Pavement Marking
(Enhanced Wet Night Visibility) SQFT 463 9.50 4,398.50
16 846026 Remove Pavement Marking SQFT 481 3.00 1,443.00 17 846030 Remove Thermoplastic Traffic Stripe LF 1,111 1.00 1,111.00 18 860810 S Inductive Loop Detectors LS 1 10,000.00 10,000.00 F - Final Pay Item Subtotal 347,563
S- Specialty Item 10% Contingency 34,756
Total 382,319
SAY 400,000














ATTACHMENT 2

EXHIBIT B – LOCATION MAP

OCEAN AVE RESURFACING
Carmel-by-the-Sea City Limit to State Route 1
Ocean Ave














ATTACHMENT 2

CITY OF CARMEL-BY-THE-SEA
City Council
Staff Report
September 9, 2025

ORDERS OF BUSINESS
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Ken Wysocki, Director of Public Works
APPROVED BY: Chip Rerig, City Administrator
SUBJECT: Resolution 2025-078 Approving the Ad Hoc Committee's Recommended Reduced Square Footage for Police and Public Works Facilities and Approving Issuance of the Request for Proposals (RFP) for Architectural Services for the Police and Public Works Facilities Project and Authorizing Staff to Release the RFP to Qualified Architectural Firms (Estimated time - 60 minutes) RECOMMENDATION:

Adopt Resolution 2025-078 Approving the Ad Hoc Committee's Recommended Reduced Square Footage for Police and Public Works Facilities and Approving issuance of the Request for Proposals (RFP) for Architectural Services for the Police and Public Works Facilities Project and Authorizing Staff to Release the RFP to Qualified Architectural Firms
BACKGROUND / SUMMARY:

The Police and Public Works facilities, constructed in 1968, have reached the end of their useful life. A 2023 condition assessment identified significant deficiencies including outdated structural, electrical, HVAC, and plumbing systems; lack of compliance with ADA and seismic standards; and operational inefficiencies. The City Council has previously directed staff to move forward with complete demolition and new construction of replacement facilities, while incorporating reduced square footage parameters recommended by the Ad Hoc Committee (Attachments 3 & 4).

Architectural services are required to provide full design development, engineering, swing space planning, public engagement, bid-ready documents, cost estimating, and

construction support. Due to the complexity and sensitivity of this project, the City must engage a firm with demonstrated expertise in designing municipal buildings— particularly police facilities and public works operations centers—within historic or context-sensitive environments. The RFP will seek a qualified firm for the complete demolition and new construction of both Police and Public Works facilities. Architectural teams must demonstrate experience in municipal facility design, including recent work on public safety buildings, and the ability to assess and recommend temporary “swing space” solutions during construction.

Discussion:

The draft RFP (Attachment 2) has been prepared to solicit proposals from licensed architectural firms in California. Key elements of the RFP include:
• Scope of Services: Complete architectural, engineering, and project management services for demolition and new construction of the Police and Public Works facilities.
• Qualifications: Demonstrated expertise in municipal facility design, police/public works operations, ADA/seismic compliance, sustainable practices, and community engagement.
• Evaluation Criteria: Proposals will be evaluated based on qualifications, understanding of Carmel’s design context, quality of swing space analysis, conceptual design approach, cost estimating methodology, community engagement strategy, and fee competitiveness.
• Tentative Schedule: Release of RFP in October 2025, with proposals due November 14, 2025. Final selection is anticipated in December 2025, with contract award consideration by the City Council in January 2026.

Recommendation
Approval of the attached Resolution (Attachment 1) will approve the release of the RFP, which will allow the City to competitively select a qualified firm to begin the design process and ensure community engagement and operational continuity during construction.

FISCAL IMPACT:

There is no direct fiscal impact associated with releasing the RFP. Costs associated with the architectural services contract will be brought to the City Council for approval upon selection of a firm. Funding for this project is identified in the FY 2025-26 Capital Improvement Program.

PRIOR CITY COUNCIL ACTION:

July 1, 2025 – Ad Hoc Committee presented reduced square footage recommendations for Police and Public Works Facilities.

August 5, 2025 – Ad Hoc Committee requested approval of the recommended reduced

square footage of both facilities and to authorize the City Administrator to develop a Request for Proposal for Architectural Services for Police and Public Works Facilities.

ATTACHMENTS:

1. Resolution 2025-078

2. Draft RFP for PD and PW Building Architectural Services

3. 2025-07-01 Police Department Recommendation Report

4. 2025-07-01_Public Works Recommended Report

ATTACHMENT 1

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2025-078

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA APPROVING THE AD HOC COMMITTEE’S RECOMMENDED REDUCED SQUARE

FOOTAGE FOR POLICE AND PUBLIC WORKS FACILITIES AND AUTHORIZING THE

ISSUANCE OF A REQUEST FOR PROPOSALS FOR ARCHITECTURAL SERVICES WHEREAS, the Police and Public Works facilities are no longer adequate to support current operational needs and fail to meet modern standards for accessibility, safety, and efficiency; and
WHEREAS, the City Council appointed an Ad Hoc Facilities Committee to evaluate space needs and develop right-sized, cost-conscious facility options; and WHEREAS, on July 1, 2025, the Ad Hoc Committee presented its recommendation to reduce the total square footage for both the Police and Public Works buildings, based on operational efficiency, budget sensitivity, and long-term usability; and WHEREAS, the City Council wishes to formally approve the Committee’s recommended square footage targets and initiate a professional evaluation of design and cost options; and WHEREAS, it is in the best interest of the City to issue a Request for Proposals (RFP) to engage an architectural firm to study and cost out a complete demolition and new construction scenario, including swing space analysis; and
WHEREAS, the selected architectural team shall have demonstrated experience designing civic facilities, and shall assist the City in preparing for future project delivery phases.

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

Approves the Ad Hoc Committee’s recommended reduced square footage for the Police and Public Works facilities as presented on July 1, 2025; and

ATTACHMENT 1
Authorizes the City Administrator or designee to issue a Request for Proposals (RFP) for architectural services to develop conceptual designs, cost estimates, and swing space plans for a complete demolition and new construction of the Police and Public Works facilities.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BYTHE-SEA this 9th day of September, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAN:

APPROVED: ATTEST:
__________________________ ______________________________ Dale Byrne, Mayor Nova Romero, MMC, City Clerk

ATTACHMENT 2
City Of Carmel-by-the-Sea

REQUEST FOR PROPOSALS (RFP)
RFP #XXX-XX-XX

REQUESTS FOR PROPOSALS FOR

ARCHITECTURAL SERVICES FOR THE

NEW POLICE AND PUBLIC WORKS FACILITIES PROJECT
Proposals must be postmarked by Friday, November 14, 2025.

1 ATTACHMENT 2
Table of Contents
I. Request for Proposals ............................................................................................................... 2 II. General Introduction and Project Description......................................................................... 3 III. City of Carmel-by-the-Sea and Police and Public Works Facilities....................................... 3 IV. Qualifications and Related Experience................................................................................... 4 V. Scope of Services...................................................................................................................... 5 VI. Submittal Requirements........................................................................................................... 12 VII. Instruction for Proposals.......................................................................................................... 15 VIII. Evaluation Criteria.................................................................................................................... 16 APPENDIX 1 - Tentative Schedule.................................................................................................. 18

2 ATTACHMENT 2
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 complete demolition and new construction of the Police and Public Works facilities. 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, November 14, 2025.

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, October 31, 2025 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, November 7, 2024.

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

Proposal shall be no longer than 30 pages in length.

CITY’S REVIEW OF PROPOSALS. All proposals deemed responsive shall be reviewed and evaluated by a committee composed of City representatives, Police and Public Works 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 new Police and Public Works Facilities 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 unless and until an 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 Wednesday, October 8th beginning at 9:00 a.m. at the Police and Public Works Department at the corner of Junipero Street and 4 th Avenue.

3 ATTACHMENT 2
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 (“Proposer”) to provide professional services for the design, cost estimating, swing space analysis, community engagement, preparation of bid documents, and construction support for the complete demolition and new construction of the Police Department and Public Works facilities (herein referred to as the “facilities”). The scope of work includes full design development, engineering, public outreach, preparation of bidready documents, assistance with Public Works competitive bidding, construction cost estimating, schedule tracking, preparation of reports and recommendations, and overall project management.

It is important to note that the term “Proposer”, for the sake of qualifications required within this Request for Proposal, includes the entire team engaged under one architectural firm. This could include sub-contractors with specific qualifications who are hired by the main architectural firm to supplement their in-house capabilities.

The selected architectural firm (“Firm”) will collaborate closely with City leadership, the Police Department, and the Public Works Department to confirm program needs and square footage requirements as recommended by the City Council. The Firm will be responsible for validating, refining, and replacing the City’s functionally outdated buildings and delivering a design that aligns with Carmel-by-the-Sea’s design guidelines and community standards.

The project will require addressing operational continuity through detailed swing space planning, ensuring ADA and seismic compliance, integrating sustainable practices, and developing a project schedule that includes key community engagement milestones.

Design Philosophy
The new facilities must preserve and reflect the authentic nature of Carmel’s architectural character and smallvillage scale while incorporating modern functionality, sustainability features, and operational efficiency. All designs must comply with the City's adopted Design Guidelines and demonstrate sensitivity to the surrounding community context.

III. CITY OF CARMEL AND THE POLICE AND PUBLIC WORKS FACILITIES 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. 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 Carmel Police Department/Public Works Building was constructed in 1968. Since then, no significant renovations have been made. A condition assessment done in 2023 revealed that the building systems, including electrical, HVAC, plumbing, roof integrity, and structural bracing are in need of replacement.

4 ATTACHMENT 2
IV. QUALIFICATIONS AND RELATED EXPERIENCE
The City is seeking architectural services from firms that can demonstrate expertise in the planning, design, and construction of municipal facilities, specifically, public safety, police stations and public works operations centers.

This expertise may be demonstrated either by direct experience within the Proposer’s firm, or by the inclusion of a sub-contractor as part of the Proposer’s team in their proposal. The Proposer’s team, which may include subcontractors, will have a proven track record in developing functional, secure, and efficient designs for public safety and public works departments, ensuring compliance with all applicable building, safety, and accessibility codes. The firm must be able to integrate modern amenities, operational efficiency, and sustainable practices while respecting the character and design guidelines of Carmel-by-the-Sea.

Submissions will be considered only from Proposers who can demonstrate the following minimum qualifications:

1. Licensed to practice architecture in the State of California and able to effectively provide the required professional services.

2. Assigned project leads and/or sub-consultants with significant experience in the design and construction of police facilities, public works facilities, or similar municipal buildings in sensitive contexts over recent years in California.

3. Knowledge of all applicable building codes, the Americans with Disabilities Act (ADA), Department of Industrial Relations (Prevailing Wage) compliance, and facilities standards for public safety and municipal operations.

4. Experience incorporating sustainability, energy efficiency, and durability into public building designs.

5. Demonstrated ability to design secure, functional spaces that meet the operational needs of police and public works departments.

6. Experience with small-scale community integration, sustainable design practices via LEED certified projects, and community engagement processes.

7. Familiarity with transition planning and operational continuity during construction, including swing space solutions.

8. Proven history of successfully managing public sector contracts, delivering projects on time and within budget.

9. Ability to meet required timelines and project milestones while maintaining close coordination with City staff and stakeholders.

5 ATTACHMENT 2
V.SCOPE OF SERVICES
A. 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 for the demolition and new construction of the Police and Public Works facilities, including swing space needs during construction. 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 necessary for verification of building programming, site planning, exterior schematic design, design development, City development review, construction documents, swing space planning, plan submittal, contract documents, and construction administration for an approximate interior space of 7,360 square foot for Police and 3,650 square foot for Public Works, plus an approximate exterior space of 10,900 square foot for Police and 22,206 for Public Works. The selected Firm will peer review a completed Phase I conceptual program and finalize the building program.

The Firm will perform the following services which will include but are not limited to:
● Design Development – Minimum LEED Gold Certified Project ● Conceptual design
○ Include swing space: to ensure continuity of operations, include temporary facilities, relocation logistics, and utilities connections. The Firm shall provide detailed swing-space planning, including:
■ Temporary facilities layout.
■ Phasing diagrams and operational continuity planning. ■ Preliminary cost implications of swing-space requirements. ● 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
● Interior Design Services including interior materials, finishes, and fixtures

6 ATTACHMENT 2
● Audio 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.
● 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
B. Project Management. The Firm will be the primary responsible party for managing the project’s schedule and consultant contract budget. In addition, the Firm is expected to attend a monthly progress meeting and prepare action item logs for subsequent follow-up. The Firm is expected to maintain frequent and timely communication with City leadership, staff and the Police and Public Works departments throughout the duration of the project.

All project schedules shall be prepared in Gantt chart format. Schedule updates shall be provided by Firm at all progress meetings. The 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 Firm is expected to communicate often and early with the City regarding schedule and budget.

The Firm 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 Firm led or facilitated project meeting) C. Design Development. The Firm shall be the Engineer of Record and responsible for design and preparation of plans and technical specifications for the project. The Firm must perform an adequate field investigation to confirm existing conditions.

The Firm shall be responsible for working with members of City leadership, staff, Police and Public Works departments (“Core Team”) to facilitate the community outreach and participation process in coordination with the Project Manager. Most outreach efforts will take place during Phase 1 (detailed below), but follow up during later phases will also be required. It is also important that all members of the community have an opportunity for their voice to be heard throughout the process.

All work is to be in compliance with all applicable rules, regulations, code, law, and good practice for public facilities. The Firm shall incorporate “green” building/construction practices, sustainability, energy efficiency, and low operations and maintenance costs into recommendations and subsequent design to a minimum standard which achieves LEED Gold certification for the project.

7 ATTACHMENT 2
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 all Core Team meetings. The Firm will attend a total of up to three (3) Core Team meetings during design development and will incorporate comments and decisions from these meetings into the design.

The 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
○ Police Department
○ Public Works Department
○ Planning and Building Department (as applicable)
D. Four Project Phases
Phase 1: Community Engagement
The Firm shall lead a comprehensive community engagement program throughout the design and construction phases. The intent is to ensure meaningful public input, transparent communication, and incorporation of community values into the final design of the Police and Public Works Facilities.

Tasks include:
• Develop and implement a Community Engagement Plan in coordination with City staff, outlining outreach strategies, communication tools, and engagement schedule. • Conduct a minimum of three (3) community workshops, with one at: 1) Conceptual Design, 2) 30% Design, and 4) 100% Design; ensuring opportunities for in-person and virtual participation. • Provide bilingual materials and accessibility accommodations (e.g., ADA, hearing assistance, large print, or closed captioning).
• Coordinate with City leadership to prepare public presentations to City Council and advisory bodies, incorporating community feedback.
• Maintain a project webpage and/or provide content for the City’s website with updates, FAQs, renderings, meeting schedules, and progress reports.
• Prepare summary reports of each engagement activity, documenting feedback themes, design implications, and how public input has been integrated.

8 ATTACHMENT 2
Phase 2: Design
Conceptual Design. The Firm shall be responsible for preparing new conceptual design alternatives for the Police and Public Works facilities. The purpose of this phase is to develop multiple concept options that address the approved program requirements, reduced square footage, Carmel’s Design Guidelines, community character, and operational needs. A presentation to City Council will be required to get approval to proceed with the 30% design. Tasks include:
• Develop a minimum of two distinct conceptual alternatives, showing massing, floor plan layouts, exterior character, and site organization.
• Provide illustrative renderings, diagrams, and preliminary site plans to facilitate evaluation of architectural character and operational flow.
• Identify swing-space requirements and strategies for each alternative, including temporary facilities and continuity of operations.
• Conduct community engagement workshops and a public presentation to City Council for feedback. • Prepare a Conceptual Design Report summarizing alternatives, preliminary cost estimates, sustainability considerations, and pros/cons of each approach. • Obtain City Council approval on a preferred concept prior to proceeding into schematic design. 30% Design Submittal & Review. The Firm will submit the 30% complete Design Development Set of the proposed demolition and construction of the Police and Public Works facilities for City review, including renderings.

The 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. ● Concept 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 certification ● 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 Firm will prepare for, facilitate, and document a page turn meeting in which the Core Team will review the 30% design submittal for the construction of the facilities. The Firm will present the design submittal including key features of the plans and answer questions and note any initial comments. The City will then review the plans and provide complete comments following the meeting.

9 ATTACHMENT 2
Presentation. The Firm shall present the 30% plans to the City Council for review at a public meeting.

Feedback from the Council/Public will be received and incorporated in the design documents. 75% Design Submittal & Review. The Firm will submit the 75% complete Design Development Set of the construction of the Police and Public Works facilities for City Review, Plan Check, Constructability Review and Bid-Ability review. The Firm will submit three (3) full size sets and three (3) half size sets as well as a PDF digital copy. The 75% submittal will include:
● 75% Plans with all subcontracted work accounted for in this submittal and all project details 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
○ A table list of material warranties, and associated warranty periods ● Updated Materials Palette
● Project schedule update
● 75% construction cost estimate (bid schedule)
● Explanation of how utility conflicts have been resolved or a timeline for resolution ● Responses to the City’s 30% review comments
● New utilities
● LEED Gold checklist
100% Design Submittal & Review.

The Firm will submit the 100% complete Design Development Set of the construction of the Police and Public Works facilities for City review, plan check, constructability review and bid-ability review. The 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 include:
● Peer review
● Written Responses to City Comments
● Meeting Documentation
● 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 Gold check list
● PG&E new service
● Preparation of building permit application for submittal to the City Building Department

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Phase 3: Bid Services
Submittal of Bid Package. Once design is complete, the Firm will submit the Bid Package for construction of the facility. 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 technical drawings stamped and signed on each sheet by the Architect of Record and by discipline, as well as a PDF digital copy. ● Technical specifications, with cover sheet stamped and signed by all required disciplines in PDF format. ● Final project schedule update
● Final construction cost estimate
● LEED Gold Checklist
Bid Services. 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 will include:
● 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 Firm’s work product, conformed documents shall be prepared at no expense to the City. City will provide reproduction services.
● Responses to Request for Information
● Addenda
● Conformed Documents, if required
Phase 4: Construction Services
Construction Services. Construction Services will support project construction through the City or the City-hired Construction Management contractor. This phase will include:
● Attend and prepare information for a coordination meeting between the Firm and the construction management team. The Firm shall be prepared to:
○ Address key project design drivers
○ Address possible construction pitfalls as it relates to meeting design intent ○ Discuss 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.
○ Stamp and sign any revisions to the contract plans as a result of responses to RFIs or as a result of executed change orders. Firm 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.

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○ Review and make recommendations on proposed changes to the contract (Request for Quotations and Contract Change Orders).
○ LEED Checklist and corresponding letter by project LEED AP noting intent to achieve LEED Gold
○ Prepare Record Drawings based upon red-lines provided by the contractor and field reviews. ○ Provide Meeting Documentation
○ 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.

VI. SUBMITTAL REQUIREMENTS
A. 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. The prime consultant and/or 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, police facilities, 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.
b. 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.
c. 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 police/public safety consultant(s). Clearly identify the PM’s relevant experience (former projects) with photos. d. Confirm that the key project personnel identified by the prime consultant and sub-consultants shall not be substituted without approval of the City. The City must also approve any new, key team members.
e. A table of organization setting forth the project manager, supporting staff, and sub- consultants.

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4. Relevant Experience – Prime and Sub-Consultants
a. Describe experience in providing the necessary services for at least two (2) 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:
o Client name, project name and location.
o Description of project scope.
o Month and year commenced and was (or will be) completed. o Project construction cost.
o Contract amount.
o Firm’s project responsibility.
o Names of key personnel involved in working on the projects. o 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 Scope of Services section. 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 police and public works 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 swing space and an alternative timeline that takes a phased approach to construction allowing the police and public works departments 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 Services Agreement (APPENDIX A) the consultant would require prior to entering into an agreement with the City.

B. Cost Proposal and Hourly Billing Rates. The Proposer shall provide a separate fee proposal for the requested services. The actual dollar fee paid to the Firm shall be fixed. The Proposer’s cost proposal shall also include all fees to be paid to their consultants. In addition to the fixed fee for the project, the Proposer 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 unless authorized by the City Council.

Payments to the Firm shall be made on a monthly basis and shall be in proportion to services performed.

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All prints and reproduction charges for documents used by the Proposer 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 Proposer shall provide a cost proposal to accomplish each deliverable and task (per Scope of Services Section).

2. The Proposer 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 Proposer 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
VII. INSTRUCTIONS FOR PROPOSAL
A. Format Of Envelope for Proposal. The Proposer shall deliver the proposal in a sealed envelope clearly marked on the outside: “POLICE & PUBLIC WORKS FACILITIES - COST PROPOSAL” as well as the name of the proposer.

B. 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.

C. 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) Approach to Scope of Services, (C) Project Timeline and Schedule, and (D) If applicable any additional proposed services not covered in this Request for Proposals.

D. City’s Review Of Proposals. After the proposals are received, an evaluation committee consisting of City staff, City Council representatives, and selected technical experts (e.g.: 3rd party architect) 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.

E. Award Of Agreement. Upon completion of the review period, the City shall notify those Proposers who will

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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 demolition and construction of the Police and Public Works facilities.

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.

F. Proposals Are Public Records. Upon delivery of its proposal to the City, the proposal is the property of the City and a public record.

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 pages for the proposal, including cover letter, contents, resumes, and exhibits, shall not exceed 30 pages.

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

1. Responsiveness to this RFP – Pass/Fail

2. Understanding of Carmel design context – Demonstrate ability to design public buildings that fits seamlessly within Carmel-by-the-Sea’s small-scale, historic, and natural environment. 15 pts

3. Municipal experience – Technical experience in delivering municipal building projects with emphasis on police stations and public works facilities.15 pts

4. Demonstrate understanding of police and public works operations and/or plan to include a professional consultant as part of the team to ensure operational needs are met post-construction. 10 pts

5. Project Understanding – Understanding of the project requirements, familiarity with available construction methods, recognition of potential project challenges, limitations and benefits. 10 pts

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

7. Problem Solving –Firm and project team’s ability to problem solve construction issues effectively and to be situationally adaptable including ADA compliance and Healthy Building considerations.10 pts

8. Approach to Communicating with the City/Local Presence – Ability to commit and maintain staff for the

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duration of the project for management, inspection, and testing. 5 pts

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

10. Quality of swing space analysis – Thoroughness, creativity, and practicality of the plan to maintain continuous operations for both departments during demolition and construction. 10 pts

11. 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 pts TOTAL: 100 pts
Based on the recommendation of a selection committee composed of City representatives, the City will select firms to interview. Final approval will be at the discretion of the City Council of Carmel-by-the-Sea. The City, with input from the City Administrator and staff, reserves the right to negotiate directly with only one (1) firm or discontinue this process at any time.

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APPENDIX 1:
*TENTATIVE SCHEDULE - RFP #2025-25-xxx

ARCHITECTURAL SERVICES CONTRACT
New Police and Public Works Facilities
Date Activity
TBD week of July 29, 2025 Ad Hoc Committee Review of RFP Tuesday, September 9, 2025 City Council Review of RFP
Thursday, September 25, 2025 RFP released
Wednesday, October 8, 2025 Mandatory Walk-through
Friday, October 31, 2025 Questions from architects due
Friday, November 7, 2025 Answers to questions from City due Friday, November 14, 2025 Proposals due - postmarked no later than 08/23 Week of November 24, 2025 Meet with and distribute proposals to review committee
Week of December 1, 2025 2nd meeting with review committee to select proposers for interviews
Week of December 7, 2025 Interviews with selected Architectural Firms Week of December 14, 2025 Deliberations
Wednesday, January 9, 2026 Final selection
January 9th through 23rd, 2026 Contract negotiations
Tuesday, February 3, 2026 City Council contract approval *This schedule is subject to change. Proposers will be notified of any amendments to this schedule.

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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

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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;

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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 (16th) 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.

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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.

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[THE FOLLOWING PARAGRAPH TO BE INCLUDED IF A PROJECT SCHEDUAL 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

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Consultant being considered an employee of the City. Consultant is not, and must not claim to be and 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 2
C. Meet and Confer. Consultant agrees to meet and confer with the City’s Project Representative, its agents, or employees with regards 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 2
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 2
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 2
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 which event

27 ATTACHMENT 2
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 anyone with whom a relationship between them could bring the impartiality of Consultant or its employees into

28 ATTACHMENT 2
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.

29 ATTACHMENT 2
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 City arising from Consultant’s default. Termination will be without prejudice to any other rights or remedies the City may have.

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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.

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C. Force Majeure. Either party shall be absolved from its obligation under the 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.

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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 entitle 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

DRAFT
CARMEL POLICE SITE SPACE USE: EXISTING, REQUIRED, AND
WANT
SITE Staff Commentary/Description Staff's SF

SPACE EXISTING REQUIRED WANT PROVIDED
PUBLIC PARKING 10,560 4,600 0 10,516 New Total
SECURE SWORN & STAFF PARKING 0 4,400 5,300 3,377 New Total NON-SECURE STAFF PARKING 3,950 0 0 2,000 New Total
SALLY PORT 0 0 1,520 0 New Total
OTHER POLICE SITE USE 2,670 2,000 3,000 6,650 New Total

TOTAL SF TOTAL SF TOTAL SF TOTAL SF
0 VISITOR PARKING 0 1,000 0 4,212
VISITOR ACCESSIBLE PARKING 0 800 0 886
PUBLIC PLAZA 9,350 800 0 4,418
BUILDING ACCESS RAMPS, ETC 0 2,000 0 900
NON-ACCESSIBLE ACCESS STAIRS, ETC 1,210 0 0 100
0 STAFF PARKING 0 0 2,500 0
STAFF ACCESSIBLE PARKING 0 0 800 0
PATROL PARKING 0 3,000 0 3,077
OTHER FULL-SIZE SPACES 0 500 2,000 0
COMPACT SPACES FOR METERING 0 900 0 0
BUILDING ACCESS RAMPS, ETC 0 0 0 0
MOTORCYCLE PARKING 0 0 0 300
0 MIXED PARKING 3,950 0 0 2,000
0 0 0 500 0
PATROL BIKE GARAGE 0 0 240 0
EVIDENCE BIKE ENCLOSURE 0 0 240 0
K-9 KENNELS 0 0 540 0
0 LANDSCAPING 2,000 2,000 0 6,278
STORAGE & KENNELS (NON-SECURE) 670 0 0 372

FENCED VEHICLE PULL-IN/ PULL-THROUGH
ATTACHMENT 3

SECURE COURT FOR STAFF 0 0 1,500 0
PASSANGER DROP-OFF 0 0 1,500 0
NET SITE AREA 17,180 11,000 9,820 22,543
EFFICIENCY 75% 75% 75% 93%
TOTALS
GROSS AREA (ROUNDED) 23,000 25,400 #REF! 24,125
ATTACHMENT 3

DRAFT
CARMEL POLICE BUILDING SPACE USE: EXISTING, REQUIRED, AND WANT 2024-10-22
DIVISION Staff Commentary/Description Staff's SF
EXISTING INDIGO 1 INDIGO 2 PROPOSED
PUBLIC 210 2,130 1,945 1,090 New Total
Lobby is essential for patrons to access the front
desk, obtain information and resources.

ADMINISTRATION 216 635 880 380 New Total
RECORDS 0 180 496 90 New Total
DISPATCH 381 340 642 369 New Total
SPACE

TOTAL SF TOTAL SF TOTAL SF
1090
LOBBY 210 360 360 260 260
UNISEX RESTROOM 0 70 86 70
There currently isn't a restroom aviable for the
public. Nearest one is Devendorpf park. 70
PERSONNEL SALLY PORT 0 100 0 0
SOFT INTERVIEW ROOM 0 140 139 100 100
LIVE SCAN ROOM 0 80 0 0
MULTI-PURPOSE LARGE MEETING RM 0 1,080 1,066 500 500
MPR STORAGE ROOM 0 200 179 80 80
EOC STORAGE CLOSET 0 100 115 80 80
175
CHIEF'S OFFICE W/ CLOSET 174 250 284 175
Same size as existing. Enough room to meet with
3-4 other people and for confidential conversations. 175 DEPUTY CHIEF'S OFFICE 222 0
ADMIN OPEN OFFICE 0 90 64 0
EXECUTIVE CONFERENCE ROOM 0 250 245 160
STORAGE ROOM 42 45 65 45
90 RECORDS OPEN OFFICE 0 90 496 0
SECURE FILE STORAGE ROOM 0 90 0 90
Enough room for multiple files required to be stored
by Police. Although a lot of records are now stored
electronically, the department has a number of files
that are in hard copy and must be retained. This
area would be for police reports, officer misconduct
investigative reports, police training files and historic documents. 90
369
OPEN OFFICE 381 340 280 225
A 15x15 room would be sufficient for two police
dispatch centers and storage for important resource
information, compters and files.
225
Space would be used to interview vistims of crimes an
ATTACHMENT 3

SUPERVISOR OFFICE 123 144
A dispatch supervisor office is needed to conduct
supervisor business. The supervisor is responsible
for records managment, PRA requests, Police data
inquiries, Report filing, and personnel supervision.
144
REST AREA 239
180
OPEN OFFICE (SHARED W/ RECORDS?) 0 270 315 180
This includes area for Animal Control and parking
officers to work, store equipmet & supplies. 180
0 STORAGE 0 0 0 0
TRAFFIC AND EVENTS COORDINATION 166 144
190
OPEN OFFICE 0 90 0 0
STAGING SPACE (IN OPEN OFFICE) 0 160 0 0 0
COMMUNITY ROOM 0 0 0 0
STORAGE 0 90 121 90
Storage is needed for office supplies and community
engagement items. 90
V.I.P. ROOM 0 0 0 100
This is a room where VIPS could access their
equipment, Supplies and have small lockers or
cubbies to hold their personnal belongings 100
224
DETECTIVE OFFICE 104 120 135 144
This room is for a single detective to manage cases,
conduct investigations. Detectives handle sensitive
cases and often times that information is kept away
from the rest of the department. Privacy is needed
for these files and sensitive discussions. 144
INVESTIGATIONS SERGEANT 0 90 0 0
SOFT INTERVIEW ROOM 0 0 0 144
INTERVIEW ROOM 0 120 0 100
INTERVIEW MONITOR ROOM 0 80 0 0
This is a small room for electronic recording
information and a mirrored window for monitoring
of interviews. 80
CRIME ANALYST OFFICE 0 0 0 0
SECURE FILE ROOM 0 0 0 0
INVESTIGATIONS CONFERENCE RM 0 0 0 0
0 COMMUNITY SERVICES & CODE ENFORCEMENT 0 270 315 180 New Total TRAFFIC 0 0 166 144 New Total
COMMUNITY ENGAGEMENT 0 340 121 190 New Total
INVESTIGATIONS 104 410 135 388 New Total
INTERNAL AFFAIRS 0 0 0 60 New Total
ATTACHMENT 3

DOCUMENT STORAGE 0 0 0 60
140
TRAINING ROOM 0 0 0 242
RECRUITMENT STORAGE 0 0 0 0
A room for police equipment is needed, including
Bullertproof vests, uniforms, police leather gear,
rain gear issued to new hires.
50 FACILITIES STORAGE 0 0 0 0
This is a janitorial closet needed for storage of
cleaning supplies 90
CADETS & VOLUNTEER SPACE 0 0 0 0
1058
STAFF ENTRY 0 90 495 0 0
DUTY WATCH OFFICE W/ CLOSET 114 120 0 0
COMMANDER'S OFFICE 113 0 0 144
The police commander needs an office to conduct
daily meetings and for privacy as needed. 144
SERGEANT'S OFFICES 0 180 256 144
Sergeants need privacy for conducting performace
evalautions and for personal conversations with
officers.
144
REPORT WRITING/ BRIEFING ROOM 273 400 311 400
A space large enough for compter desks, shift
briefing area, resouce storage and report writing.

Shift briefings take palce 2-3 times a day.
400
VEHICLE EQUIPMENT STORAGE 135 90
A closet is needed to store all the equipment
removed from a patreol vehicle when it is at the
garage for service. Additional equipment not always
in the vehicles could be stored in this room as well.
90 PATROL KIT LOCKERS 0 90 0 90
A small closet where patrol officers can store their
duty bags while off duty. Not needed if lockerroom
is large enough to store bags.
90 ARMORY 0 90 0 90
Small room to hold weapons for department-patrol
vehicle weapons removed from vehicles, additional
weapons, and officer weapons removed while
transporting a suspect in and around the station.
90 POLICE EQUIPEMT STORAGE 102 100
Additional storage for excess police equipment.

Uniforms, jackets, cameras, AED's, Traffic monitoring
equipment, Cones, barricades
100
JUVENILE WAITING 0 0 0 0
1200
0 0 0 242 New Total
PATROL 500 970 1,299 1,058 New Total
FIRING RANGE 2,070 2,070 2,084 1,850 New Total
RECRUITMENT & FACILITIES (INCL. CADETS & VOLS)
ATTACHMENT 3

25-YARD RANGE 1,850 1,850 1,766 1,850
Range reduced to 80' x 15'- Enough for 2-lanes. The
range is used frequently as each officer needs to
quailfy 3-times a year. Range convienent and
estimated to save agency $20-$25K a year on OT &
travel costs. Not to mention the ability for retirees,
CWP, guest agencies use of range. Fees for range
use could be established.
1200
FOUR STALLS 175 175 136 0
CLEANING ROOM 45 45 182 0
144
STAGING AREA 0 0 0 0
CERT EQUIPMENT STORAGE 107 144
Room needed for CERT response equipment.

Currently in two closets at Vista Lobos. 144
1220
BREAK ROOM 250 250 244 250
Area needed for police personnel to eat and take a
break. 250
PHYSICAL TRAINING/ GYM 0 420 514 300
Space needed for physical wellness for officers. This
job has a physical fitness requirement and a gym
should improve health, reduce injury.
300
ALL-GENDER LOCKER ROOM 0 700 477 700
Lockerooms needed for officers to change for shifts,
shower and store equipment. 600
MEN'S LOCKER ROOM 230 0 0 0
WOMEN'S LOCKER ROOM 201 0 0 0
UNISEX SHOWER W/ TOILET 43 70 300 70
Toilets are a must, showers -especially if there is a
gym but also for decontamination. 70
BUNK ROOM/ QUIET ROOM 0 0 0 0
LAUNDRY PICK-UP SPACE 0 0 30 30
RESTING/LACTATION ROOM 50
190
INTAKE ROOM 81 120 0 120
Small room to process suspects. This room can also
double as a suspect interview room. Only issue is if
there are multiple suspects.
120
SOFT INTERVIEW ROOM 0 0 0 0
HARD INTERVIEW ROOM 0 0 164 0
INTERVIEW MONITOR ROOM 0 0 75 0 0
BOOKING TOILET 0 70 71 70
A toilet is helpful when suspects have to relieve
themselves. Some bookings/interviews take hours. 70
TEMPORARY HOLDING CELL 0 0 0 0
SECURE STORAGE 0 0 0 0
SWAT 0 0 107 144 New Total
STAFF 724 1,440 1,565 1,400 New Total
BOOKING 81 190 310 190 New Total
ATTACHMENT 3

TESTING 0 0 0 0
620
EVIDENCE PREPARATION 0 120 129 0
EVIDENCE PROCESSING 0 200 141 120
A space where officers can safely process and
package evidence is needed. 120
MAIN STORAGE 315 900 991 400
A space large enough for all the evidence we take in.

Despite our efforts to return and purge evidence.

Some must be retained for court appearances and
or identification of victims.
400
HIGH VALUE STORAGE 69 100 165 100
A seperate space within the evidence room where
we store, drugs, guns, and money 100
COLD STORAGE 0 100 0 0
EVIDENCE TECH OFFICE 0 0 0 0
840
MAIN E.O.C. SPACE 291 0 0 0
25x30- multipurpose room used as an EOC, Large
Briefing room and a space for community meetings. 750
OPEN OFFICE 97 0 0 0
COMMAND CONF RM W/ CLOSET 179 0 0 0
E.O.C. STORAGE 74 0 0 0
Closet for storage of EOC equipment -stored until
needed. Currently equipment being stored at Vista
Lobos.
90 200
MOTORCYCLE BAY 190 260 0 200
Space is needed for two motorcycyles and two
electric bicycles. 200
E-BIKES 0 240 0 0
130
TRAINING CLASSROOM 0 0 0 0
TRAINING STORAGE 0 0 0 0
IT MANAGER'S OFFICE 0 90 0 0
SERVER ROOM 98 130 241 130 IT request 130
ALARM ROOM 34 0 0 0
140
JANITOR CLOSET 40 50 50 50 Janitor closet. 50
MECHANICAL ROOM 301 0 31 0
ELECTRICAL ROOM 0 90 112 90 IT/PW request 90
PROPERTY 384 1,420 1,426 620 New Total
EMERGENCY OPERATIONS 641 0 0 0 New Total
GARAGE 190 500 0 200 New Total
INFORMATION TECHNOLOGY 132 220 241 130 New Total
SERVICE/ UTILITY 341 140 193 140 New Total
ATTACHMENT 3

TOTALS
GROSS AREA (ROUNDED) 7,800 16,100 17,190 12,700 8200
NET AREA 5,974 11,255 11,925 8,865
EFFICIENCY 77% 70% 69% 70%
Need to consider that hallway space wasn't factored into total square footageShould also look for space for a resting room/lactation room as needed ATTACHMENT 3

Staff Commentary/Description Ad Hoc Recommended

SPACE EXISTING

TOTAL SF TOTAL SF TOTAL SF
A. PUBLIC 450 530 380 New Total 380
LOBBY 350 360 280 280
COUNTER 100 100 100 100
UNISEX RESTROOM 0 70 0 0
B. ADMINISTRATION 520 520 750 New Total 350
DIRECTORS OFFICE WITH CLOSET 250 250 280 150
ADMINISTRATIVE COORDINATOR 170 170 280 100
ADMINISTRATIVE ANALYST 100 100 150 100
C. FACILITY MAINTENANCE 200 200 185 New Total 120
FACILITIES MAINTENANCE SUPERVISOR 200 200 185 120
FACILITIES MAINTENANCE SPECIALIST 0 0 0 0
D. PROJECT MANAGEMENT 390 390 455 New Total 285
PROJECT MANAGER 170 170 162 100
PROJECT MANAGER 120 120 162 100
PLAN LAYOUT AREA & STORAGE 100 100 132 85
E. ENVIRONMENTAL PROGRAMS 270 470 505 New Total 100
ENVIRONMENTAL PROGRAMS MANAGER 170 170 162 100
ADMIN TECHNICIAN (3) 100 300 255 Provided in G. ADDITIONAL SPACES LAB 50 50 88
F. FOREST, PARKS, & BEACH 340 270 409 New Total 150
CITY FORESTER 170 170 162 150
ASSISTANT CITY FORESTER 100 100 162 0
PERMIT TECHNICIAN 70 70 85 0
TREE CLIMBER & CARE SPECIALIST 0 0 0
MAINTENANCE WORKERS 0 0 0
G. ADDITIONAL SPACES 0 0 672 New Total 500
OFFICE (1) 0 0 162 100
OPEN OFFICE (6) 0 0 510 400
H. STREET MAINTENANCE 290 120 315 New Total 200
PW SUPERINTENDENT 170 170 192 100
STREETS SUPERVISOR 120 120 123 100
I. SHARED SPACES 1,405 1,620 2,092 New Total 1265
OFFICE SUPPLIES, COPY AREA, MAIL 200 200 144 120
OFF-SITE MAIL ROOM 100 0 0 0
VOLUNTEER STORAGE 100 100 65
ALL GENDER LOCKER ROOM W/CHANGING ROOM 35 700 852 500
DEPARTMENT MEETING ROOM 0 0 0 0
EXECUTIVE MEETING ROOM 250 250 257 0
FIELD STAFF MEETING 350 0 0 0
BREAK ROOM 300 300 355 350
LACTATION/RELAXATION ROOM 70 70 101 70
RESTROOMS 350 350 318 200
LAUNDRY SPACE - STORAGE FOR PICK UP 25 25 0 25
J. SERVICE/UTILITY 300 300 255 New Total 300
JANITOR CLOSET 50 50 41 50
IT SERVICE ROOM 50 50 55 50
MECHANICAL ROOM 100 100 66 100
ELECTRICAL ROOM 100 100 93 100
TOTALS
TOTAL SQUARE FOOTAGE 4,165 4,420 6,018 3,650
DRAFT
CARMEL PUBLIC WORKS BUILDING SPACE USE: EXISTING, INDIGO 1, INDIGO 2, AND CURRENTLY RECOMMENDED
SITE
INDIGO 1 INDIGO 2
ATTACHMENT 4

Staff Commentary/Description
Ad Hoc
Recommended

SPACE EXISTING

TOTAL SF TOTAL SF TOTAL SF
K. PUBLIC PARKING 1,330 7,690 5,203 New Total 0
VISITOR PARKING 500 6,000 4,212 0
VISITOR ACCESSIBLE PARKING 800 1,600 886 0
BIKE PARKING 30 90 105 0
L. STAFF PARKING 1,830 0 0 New Total 0
ADMIN PARKING 500 0 0
FIELD PARKING 500 0 0
ACCESSIBLE PARKING 800 0 0
BIKE PARKING 30 0 0
M. PUBLIC WORKS PARKING PUBLIC WORKS VEHICLE PARKING 4,500 11,800 11,516 New Total 9000 PARKING, CARS, AND PICK UPS (14) 500 7,000 4,905 5000
HIGH RANGER BAY 800 800 6,611 800
BACKHOE BAY/AWNINGS 800 800 0 800
LOADER BAY/AWNING 800 800 0 800
SWEEPERS (2) 800 1,600 0 800
TRUCK DELIVERIES (PARTS) 800 800 0 800
N. WORKSHOP/FABRICATION 3,700 3,700 3,967 New Total 3700 WOOD SHOP 400 400 440 400
PAINT SHOP BUILDING 400 400 915 400
WELDING SHOP 400 400 336 400
FACILITIES SHOP 400 400 262 400
SIGN SHOP 400 400 308 400
TOOLS STORAGE AREA 400 400 227 400
MATERIALS STORAGE - STREETS 400 400 336 400
FORESTRY STORAGE 200 200 603 200
IRRIGATION SUPPLIES 200 200 0 200
NURSERY STORAGE 500 500 540 500
O. FLEET MAINTENANCE & STORAGE 3,300 2,500 2,530 New Total 3300 FLEET MAINTENANCE SHOP W/STORAGE 2,000 2,000 1,984 2000 WASH BAY TRUCKS & EQUIPMENT 800 0 0 800
WASH BAY (2) 500 500 546 500
FUELING 0 0 0 0
GASOLINE 0 0 0 0
DIESEL 0 0 0 0
ELECTRIC CHARGING 0 0 0 0
P. YARD SPACE 18,000 15,000 3,206 New Total 6206
OPERATIONS SPACE 15,000 15,000 2,206 2206
GENERATOR 400 400 1,000 400
MAINTENANCE PARTS & MATERIAL SPACE 400 400 262 400
TRASH ENCLOSURE 300 300 102 300
COVERED STORAGE 400 400 400 400
SAND 500 500 500 500
GRAVEL 500 500 500 500
MULCH 0 0 0 1000
LOGS 0 0 7,108 0
HAZARDOUS MATERIALS STORAGE 500 500 500
OFFICE & RESTROOM 0
TOTALS
TOTAL SQUARE FOOTAGE 32,660 40,690 26,422 22,206
DRAFT
CARMEL PUBLIC WORKS BUILDING YARD SPACE: EXISTING, INDIGO 1, INDIGO 2 AND CURRENTLY RECOMMENDED

DIVISION
INDIGO 1 INDIGO 2
ATTACHMENT 4

CITY OF CARMEL-BY-THE-SEA
City Council
Staff Report
September 9, 2025

ORDERS OF BUSINESS
TO: Honorable Mayor and City Council Members
SUBMITTED BY: Marnie Waffle, Principal Planner, AICP
APPROVED BY: Chip Rerig, City Administrator
SUBJECT: Resolution 2025-080 authorizing the City Administrator to enter into a Professional Services Agreement (PSA) with Opticos Design, Inc., for a not-to-exceed fee of $180,000 to prepare objective design and development standards (ODDS) for accessory dwelling units, multifamily residential, and mixed-use residential (Estimated time - 30 minutes)
RECOMMENDATION:

Adopt Resolution 2025-080 authorizing the City Administrator to enter into a Professional Services Agreement (PSA) with Opticos Design, Inc., for a not-to-exceed fee of $180,000 to prepare objective design and development standards (ODDS) for accessory dwelling units, multifamily residential, and mixed-use residential.

BACKGROUND / SUMMARY:

Executive Summary:

The City Council adopted the 6th cycle Housing Element on April 8, 2024. One of the implementation programs is the creation of objective design and development standards (ODDS) for multifamily housing. In December 2024, the city released a Request for Proposals (Attachment 4) to solicit a consultant to prepare the ODDS. The City Council will consider adopting a Resolution (Attachment 1) authorizing a Professional Services Agreement with Opticos Design, Inc., for the preparation of ODDS for Carmel-by-the-Sea (Attachment 2).

Background:

Objective design and development standards aim to eliminate subjectivity from the design review process, thereby reducing the time required to process multifamily housing applications while allowing cities and counties to maintain control over local character.
6th Cycle Housing Element
The City Council adopted the 6th cycle Housing Element on April 8, 2024. Chapter 2 of the Housing Element contains the Goals, Policies, and Programs. Goal HE-1 is to facilitate housing construction. Policy 4 is to improve development review and approval processes. Program 1.4.B is to create objective design and development standards to provide clarity and more objectivity in the review of multifamily housing projects.

The intent of adopting objective design and development standards (ODDS) is to incentivize and accelerate the construction of affordable housing. Program 1.4.B states the City will create ODDS for multifamily housing projects that include at least one deed-restricted affordable housing unit. Additionally, housing projects located on sites listed in the Sites Inventory (Appendix C, Table C-3) that incorporate at least 20 percent of the units as affordable could also utilize ODDS.

Purchasing System (CMC Chapter 3.12)
Carmel Municipal Code Section 3.12.120 (Professional Services) allows the city to utilize requests for proposals (RFP) when considering the retention of professional services. “Professional Services” is defined as services provided to the city by independent consultants that are predominantly intellectual and varied in character – as opposed to manual or routine in nature – which require specialized knowledge of an advanced type generally acquired from study at an institution of higher learning, and entail the exercise of a wide degree of discretion and judgment when performing the services (e.g., lawyers, engineers, architects, certified public accountants and land use planners).

Request for Proposals (RFP)
The city released a Request for Proposals (RFP) on December 18, 2024 (Attachment 4). The deadline to submit proposals was February 3, 2025. Firms had 6 weeks to submit proposals; however, only one proposal, from William Fisher Architecture, was received. The overlap between the release of the proposal in mid-December and the holiday season may have affected the response rate. As a result, the city extended the RFP deadline twice: first to March 3rd and then to March 24th. As a result of the two extensions, the city received two additional proposals, one from M-Group and the other from Opticos (Attachment 3).

City staff reviewed all three proposals and found two to be responsive to the RFP: MGroup and Opticos. Both firms are well-qualified to prepare objective design and development standards and have demonstrated experience and proficiency in producing ODDS for various municipalities throughout California. The Community Planning and Building Department staff reviewed both proposals and interviewed the firms on their approach to the project before selecting the best candidate. Opticos

Design was chosen due to their depth of experience, detailed proposal, and approach to developing ODDS for Carmel.

Opticos Design, Inc.

Opticos is a nationally recognized urban design, planning, and architecture firm passionate about creating vibrant, healthy, and sustainable places. For over 25 years, they have prepared downtown plans, revitalization strategies, and form-based codes (FBCs), including ODDS, for 23 California communities seeking compliance with new pro-housing State Laws, and provided strategic advice for communities nationwide.

They have maintained a consistent and highly respected track record with private and public clients who seek quality design responsive to local context and public processes that are inclusive and effective in navigating complex local issues. They collaborate with the public, the development community, and planning staff to develop solutions and standards that deliver high-quality design and more housing choices. Opticos Design is well known for its work on missing middle housing and authored the Association of Bay Area Governments (ABAG) Handbook on Objective Design Standards.

Project Scope
The preparation of ODDS is divided into two phases: Phase One is for ADUs, and Phase Two is for Multi-Family/Mixed-Use buildings. ODDS for ADUs have been prioritized in Phase One and will be prepared in the first 4 months of the project. The following 4 months will focus on developing ODDS for multifamily and mixed-use projects. Including adoption hearings, the project is estimated to take 12 months to complete. Below is a summary of outreach efforts included in the proposal. • Virtual Local Industry Roundtable (1)
• In-Person Community Meetings (1)
• Virtual Planning Commission Study Sessions (2)
• In-Person Adoption Hearings (2)
The approach to developing ODDS will be based on a field visit and microscale documentation of properties in Carmel, as well as their design elements. A range of styles will be identified along with their character-defining details. This information will be used to engage the community in conversations about preferred architectural styles.

Up to three architectural styles will be selected as prevalent styles and will form the basis for the ODDS. Within each style, a menu of design standards will be available, presented in an easy-to-use, graphically rich design format. The ODDS will meet applicable State law for projects that qualify for a streamlined application review.

Environmental Review
CEQA Guidelines Section 15378.b.5 states that a project does not include governmental fiscal activities that do not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. The action by the City Council would authorize the City Administrator to enter into a PSA

with a consultant to prepare ODDS that may be utilized for future unknown developments. It is not an activity that would result in either a direct or indirect physical change to the environment. Therefore, it is not a project subject to CEQA, as defined in Public Resources Code Section 21065 and CEQA Guidelines Section 15378.

FISCAL IMPACT:

The initial budget estimate was just under $200,000. The consultant worked with staff to refine the scope of work and reduce the budget to $180,000, excluding optional tasks. Additionally, the city secured grant funding in the amount of $79,985 as part of the Regional Early Action Planning (REAP) 2.0 program.

PRIOR CITY COUNCIL ACTION:

The preparation of objective design and development standards is an implementation measure of the 6th cycle Housing Element adopted by the City Council on April 8, 2024.

ATTACHMENTS:

1. Resolution 2025-080

2. PSA - Opticos Design Inc

3. EXHIBIT A - Proposal submitted by Opticos

4. RFP for Objective Design and Development Standards Consultant

ATTACHMENT 1

CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
RESOLUTION NO. 2025-042

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

FINDING THAT AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO A

PROFESSIONAL SERVICE AGREEMENT IS NOT A PROJECT UNDER CEQA AS DEFINED IN PUBLIC RESOURCES CODE SECTION 21065 AND CEQA GUIDELINES SECTION 15378 AND AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH OPTICOS DESIGN INC., FOR A NOT-TO-EXCEED FEE OF $180,000, TO PREPARE OBJECTIVE DESIGN AND

DEVELOPMENT STANDARDS FOR MIXED-USE RESIDENTIAL, MULTI-FAMILY

RESIDENTIAL, AND ACCESSORY DWELLING UNITS
WHEREAS, on April 8, 2024, the City Council adopted the 6th cycle Housing Element, and on April 24, 2025, it was certified by the State of California Housing and Community Development (HCD) Department as being in substantial compliance with State law; and
WHEREAS, Program 1.4.B, Objective Design and Development Standards, has been included in the 6th cycle Housing Element to reduce subjectivity and uncertainty in the design review process and accelerate the review and approval process; and WHEREAS, the City issued a Request for Proposals (RFP) on December 18, 2024, with a deadline of February 3, 2025; and
WHEREAS, due to a low response rate, the city extended the deadline twice, first to March 3rd and again to March 24th; and
WHEREAS, the city received a total of three proposals, two of which met the minimum qualifications outlined in the request for proposals; and WHEREAS, staff reviewed the two proposals, one from M-Group and the other from Opticos Design, Inc., and found both to have the qualifications and experience to prepare objective design and development standards for Carmel-by-the-Sea; and WHEREAS, staff selected Opticos Design, Inc. as the most qualified consultant based on their form-based approach to objective design and development standards and extensive use of graphics to depict design elements; and WHEREAS, Opticos Design, Inc.’s experience includes authoring the Objective Design Standards Handbook for residential and mixed-use projects for the Association of

ATTACHMENT 1
Bay Area Governments (ABAG), for the cities of Santa Barbara and San Anselmo, and many other communities; and
WHEREAS, the project will be funded in part by a REAP 2.0 grant in the amount of $79,985; and
WHEREAS, CEQA Guidelines Section 15378.b.5 states that a “project” does not include governmental fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

As demonstrated above, preparation of the ODDS is intended to reduce subjectivity and uncertainty in the design review process. It is not an activity that would result in either a direct or indirect physical change to the environment and is not a project under CEQA as defined in Public Resources Code Section 21065 and CEQA Guidelines Section 15378.

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

Authorize the City Administrator to execute a Professional Services Agreement with Opticos Design, Inc., for a not-to-exceed fee of $180,000 to create objective design and development standards for mixed-use residential, multi-family residential, and accessory dwelling units.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMELBY-THE-SEA on this 9th day of September 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED: ATTEST:

Dale Byrne Nova Romero, MMC
Mayor City Clerk

ATTACHMENT 1

1 ATTACHMENT 2
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PROFESSIONAL SERVICES AGREEMENT

OPTICOS
for the creation of
Objective Design and Development Standards (ODDS)
Agreement #

THIS AGREEMENT is executed this 9th day of September, 2025, by and between the City of CarmelBy-The-Sea, a municipal corporation (hereinafter "City"), and Opticos Design, Inc. (hereinafter "Consultant"), collectively referred to herein as the “parties”.

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

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

1. SERVICES
A. Scope of Services. Consultant agrees to provide to the City, as the scope of services (“Scope of Services”) under this Agreement, the following: develop objective design and development standards (ODDS) for qualifying accessory dwelling units, multi-family residential, and mixed-use projects. The Scope of Services is attached hereto as Exhibit A. The Scope of Services under this Agreement should include, but is not limited to, a project description, project phases, task descriptions, identification of key personnel, identification of subconsultants, their key personnel, and general description of services that will be performed, as further set forth in this Agreement and attachments hereto. Consultant agrees to all of the following:
i. Consultant will furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement. ii. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit A, Key Personnel, Compensation, and Fee Schedule, which is made a part of this Agreement.
iii. Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit A to perform the

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

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

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

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

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

Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform City of such fact and will not proceed except at Consultant’s own risk until written instructions are received from City.

2. COMPENSATION
A. Total Fee. Subject to any limitations set forth in this Agreement, the City agrees to pay and Consultant agrees to accept as full and fair consideration for the performance of this Agreement, hourly fees as set forth in Consultant’s Key Personnel, Compensation, and Fee Schedule (Exhibit A), for a base scope of work (not including optional tasks) in an amount not-to-exceed $180,000.00. Should City elect to engage Consultant in optional tasks, the procedures set forth in subsection 1.B Change Orders shall be followed. The Fee Schedule includes, but is not limited to, fees for each phase and task, not-to-exceed total fee, hourly rates, reimbursable rates, and subconsultant mark-up rates. The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount. Payment of any compensation to Consultant is contingent upon performance of the terms and conditions of this Agreement to the satisfaction of the City. If the City determines that the Services set forth in the written invoice have not been performed in accordance with the terms of this Agreement, the City is not responsible for payment until the Services have been satisfactorily performed.

B. Invoicing. Consultant must submit to the City monthly written invoices to the City’s Project Representative, identified in Section 5 below. Invoices must be prepared in a form satisfactory to the City, describing the services rendered and associated costs for the period covered by the invoice. The City will provide the invoicing format upon request. Consultant may not bill the City for duplicate services performed by more than one person. Consultant’s invoices must include, but are not limited to, the following information:
i. Project Title, the City’s Purchase Order number, and the City’s Project Code(s) for each project;
ii. Invoice number and date;

4 ATTACHMENT 2
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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;
xii. Copies of subconsultant, vendor, and reimbursable invoices, including hourly breakdowns when requested by City; and
xiii. Copies of subconsultant and vendor lien releases.

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

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

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

Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, the City will pay on each such invoice within thirty (30) days of receipt; provided, however, that Consultant submits an invoice which is not incorrect, incomplete, or not in accord with the provisions of this Agreement. If any charges or expenses are disputed by City, the invoice will be returned by City to Consultant for correction and resubmission, and the City will not be obligated

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to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant. Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment. City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found to be non-conforming to the terms of this Agreement.

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

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

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

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

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 rates as set forth in the Consultant’s Compensation & Fee Schedule (Exhibit A). All reimbursable expenses will be considered as included within the Maximum Authorized Expenditure. Consultant is solely responsible for payment to subconsultants and vendors of services or goods, and the City is not responsible or liable for any payments to subconsultants and vendors, either directly or indirectly.

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

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

3. AGREEMENT TERM
A. Term. The work under this Agreement will commence upon execution of this contract and must be completed by March 31, 2026, unless sooner terminated or the City grants an extension of time in writing pursuant to the terms of this Agreement, except for provisions in this Agreement that will survive the termination or completion of this Agreement. Consultant will perform Change Order services as set out in Section 1.B, “Amendment of Services (Change Orders),” in a timely manner or in accordance with the agreed upon Change Order Project Schedule.

B. Timely Work. Consultant will perform all Services in a timely fashion, as set forth more specifically in Section 3.A, “Term,” and Section 3.C, “Project Schedule,” of this Agreement. Failure to perform is deemed a material breach of this Agreement, and the City may terminate this Agreement with no further liability hereunder, or may authorize, in writing, an extension of time to the Agreement.

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

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

4. CONSULTANT’S EMPLOYEES AND SUBCONSULTANTS

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A. Listed Employees and Subconsultants. Consultant will perform the Services using the individuals listed in the Key Employees and Subconsultants List attached hereto in Exhibit A.

B. Substitution of Employees or Subconsultants:
i. Consultant may not substitute any key employee or subconsultant listed in Exhibit A without the prior written approval of the City, and such approval will not be unreasonably withheld.

The City will not approve removal or substitution of employees or subconsultants for the reason that Consultant or its affiliates has called on such individuals to perform services for another client of the Consultant.
ii. If, at any time, the City reasonably objects to the performance, experience, qualifications or suitability of any of Consultant’s employees or subconsultants, then Consultant may, upon written request from the City, replace such employee or subconsultant. Consultant must, subject to scheduling and staffing considerations, make reasonable efforts to replace the individual with an individual of similar competency and experience. iii. Whether or not the City consents to or requests a substitution of any employee or subconsultant of Consultant, the City will not be liable to pay additional compensation to Consultant for any replacement or substitution.

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

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

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

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

Consultant is responsible for the performance of the Services and may not delegate or assign any Services to any other person except as provided for in this Agreement. Consultant is solely liable for the work quality and conditions of any partners, employees, and subconsultants.
ii. No offer or obligation of permanent employment with the City or particular City department or agency is intended in any manner, and Consultant may not become entitled by virtue of this Agreement to receive from the City any form of employee benefits, including but not limited to sick leave, vacation, retirement benefits, workers’ compensation coverage,

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insurance, or disability benefits. Consultant will be solely liable for and obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising out of Consultant’s performance of Services under this Agreement. Consultant will defend, indemnify, and hold the City harmless from any and all liability, which the City may incur because of Consultant’s failure to pay such taxes.

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

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

Name: Drew Finke
Title: Senior Associate
Address: 2100 Milvia Street, Suite 125, Berkeley, CA 94704 Telephone: (510) 809-9518
Email: [email protected]
C. Meet and Confer. Consultant agrees to meet and confer with the City’s Project Representative, its agents, or employees with regard to Services as may be required by the City to ensure timely and adequate performance of this Agreement.

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

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

To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), Consultant will defend (with legal counsel reasonably acceptable to the City),

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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 will not apply to the extent that such Liabilities are caused in part by the active negligence or willful misconduct of such Indemnitee.

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

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

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

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

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

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

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

E. Other Insurance Requirements:
i. All insurance required under this Agreement must be written by an insurance company either:

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a. Admitted to do business in California with a current A.M. Best rating of no less than A:VI; or
b. An insurance company with a current A.M. Best rating of no less than A:VII.

Exception may be made for the State Compensation Insurance Fund when not specifically rated.
ii. Each insurance policy required by this Agreement may not be canceled, except with prior written notice to the City.
iii. All liability and auto policies must:
a. Provide an endorsement naming the City of Carmel-by-the-Sea, its officers, officials, employees, and volunteers as additional insureds. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 23 37 forms if later revisions used).
b. Provide that such Consultant’s insurance is primary as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City is excess to the Consultant’s insurance and will not contribute with it. c. Contain a “Separation of Insureds” provision substantially equivalent to that used in the ISO form CG 00 01 10 01 or their equivalent.
d. Provide for a waiver of any subrogation rights against the City via an ISO CG 24 01 10 93 or its equivalent.
iv. Prior to the start of work under this Agreement, Consultant will file certificates of insurance and endorsements evidencing the coverage required by this Agreement with the City.

Consultant will file a new or amended certificate of insurance promptly after any change is made in any insurance policy which would alter the information on the certificate then on file.
v. Neither the insurance requirements hereunder, nor acceptance or approval of Consultant’s insurance, nor whether any claims are covered under any insurance, may in any way modify or change Consultant’s obligations under the indemnification clause in this Agreement, which will continue in full force and effect. All coverage available to the Consultant as named insured will also be available and applicable to the additional insured.

Notwithstanding these insurance requirements, Consultant is financially liable for its indemnity obligations under this Agreement.
vi. All policies must be written on a first dollar coverage basis or contain a deductible provision. Any deductibles or self-insured retentions (“SIR”) must be declared to and approved by the City. At the option of the City, either: the insured will reduce or eliminate such deductibles or SIR as respects the City, its officers, officials, employees and

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volunteers; or Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. In no event will any SIR or insurance policy contain language, whether added by endorsement or contained in the policy conditions, that prohibits satisfaction of any self-insured provision or requirement by anyone other than the named insured, or by any means, including other insurance, or which is intended to defeat the intent or protection of an additional insured.
vii. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. viii. Consultant must require and verify that all subconsultants and subcontractors maintain insurance meeting all the requirements in this Agreement. ix. If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City may, but is not obligated to, obtain such coverage at Consultant’s expense and deduct the cost from the sums due Consultant. Alternatively, City may terminate the Agreement. x. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under this Agreement.

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

8. PERFORMANCE STANDARDS
A. Consultant warrants that Consultant and Consultant’s agents, employees, and subconsultants performing Services under this Agreement are specially trained, experienced, and competent and have the degree of specialized expertise contemplated within California Government Code

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Section 37103, and further, are appropriately licensed to perform the work and deliver the Services required under this Agreement.

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

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

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

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

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

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

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

10. OWNERSHIP AND USE OF MATERIALS

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A. Ownership of the Materials. All data, studies, reports, calculations, field notes, sketches, designs, drawings, plans, specifications, cost estimates, manuals, correspondence, agendas, minutes, notes, audio-visual materials, photographs, models, software data, computer software (if purchased on the City’s behalf) and other documents or products produced by Consultant under this Agreement (collectively, “the Materials”) are and will remain the property of the City even though Consultant or another party may have physical possession of them or a portion thereof.

Consultant hereby waives, in favor of the City, any moral rights Consultant, its employees, subconsultants, vendors, successors, or assignees may have in the Materials.

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

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

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

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

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

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

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City any and all requests for disclosure of any such confidential information or records. The obligations under this Section will survive the expiration or earlier termination of this Agreement.

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

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

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

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

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

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

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Agreement, and if such financial interest is acquired during the term of this Agreement, Consultant must promptly declare it to the City, and;
E. May not, during the term of this Agreement, perform a service for, or provide advice to, any person, firm, or corporation, which gives rise to a conflict of interest between the obligations of Consultant under this Agreement and the obligations of Consultant to such other person, firm, or corporation.

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

B. Negotiations. First, the City’s Project Representative and Consultant’s Project Manager will make reasonable efforts to resolve any Dispute by amicable negotiations and will provide frank, candid, and timely disclosure of all relevant facts, information, and documents to facilitate negotiations.

Should these negotiations be unsuccessful in resolving the Dispute, the matter will be promptly referred to the City Administrator or designee, and the Consultant’s Principal, who will meet and confer, in good faith, to resolve the Dispute to the mutual satisfaction of the parties.

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

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

D. Arbitration. The submission to Mediation and Arbitration in accordance with the requirements of this section of any and all agreements, differences, or controversies that may arise hereunder is made a condition precedent to the institution of any action or appeal at law or in equity with respect to the controversy involved. The award by the arbitrator will have the same force and effect and may be filed and entered, as a judgment of the Superior Court of the State of California and is subject to appellate review upon the same terms and conditions as the law permits for judgments of Superior Courts. A “Prevailing Party” will be determined in the Arbitration, and the