CITY COUNCIL: Consultant Services Agreement with Pacific Municipal Consultants (PMC) for Carmel Sands Lodge Initial Study

Meeting Date: 9 September 2008
Prepared by: Sean Conroy, Planning & Building Services Manager

City Council
Agenda Item Summary

Name: Consideration of a Resolution authorizing the City Administrator to execute a Consultant Services Agreement with Pacific Municipal Consultants (PMC) to prepare and Initial Study and subsequent environmental documents for the Carmel Sands Lodge redevelopment Project.

Description: The owners of the Carmel Sands Lodge are in the preliminary design stage for plans to redevelop the Carmel Sands site. In accordance with the California Environmental Quality Act (CEQA), the consultant will prepare and Initial Study to identify any potentially significant environmental impact from the proposed project. While the City hires the consultant to perform the analysis, the applicant pays for the contract. Therefore, no City funds are required as part of this contract.

Overall Cost:
City Funds: None (applicant pays for the contract)
Grant Funds: N/A

Staff Recommendation: Adopt the resolution.

Important Considerations: CMC section 17.60 establishes the City’s standards for complying with CEQA. The proposed contract will comply with these standards.

Decision Record: N/A

Reviewed by:


__________________________ _____________________
Rich Guillen, City Administrator Date


CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT, dated this ___ day of ____ 2008 is by and between the CITY OF CARMEL-BY-THE-SEA, a municipal corporation of the State of California, hereinafter referred to as the “City”, and PACIFIC MUNICIPAL CONSULTANTS (PMC), hereinafter
referred to as the “Consultant”.

I. SERVICES BY CONSULTANT
A. Consultant will perform all services, carry out all responsibilities, and prepare such reports as described in the Scope of Services described in Attachment “A” hereto, which is incorporated herein by this reference.

B. Said services and all duties incidental or necessary thereto shall be performed diligently and competently and in accordance with professional standards of performance.

II. COMPENSATION
A. City shall pay Consultant for the services identified in the attached Scope of Services in an amount not to exceed $23,000 (includes a 10% contingency). Such amount shall constitute full and complete payment by City under this Agreement. Consultant agrees to perform all services required by this Agreement on an ongoing basis until this Agreement is amended or terminated.

B. Consultant shall submit an itemized invoice to City. Each invoice shall reference the specific project assignments completed during that period for which payment is requested. Payment for work shall be made by City within forty-five (45) days of receipt of invoice.

C. City shall have the right to withhold payment to Consultant for any work not completed in accordance with this Agreement until such time as Consultant modifies such work so that the same is made in compliance as determined by the City and in accordance with professional standards of performance.

D. The City will compensate Consultant for actual out-of-pocket expenses incurred by Consultant in connection with services performed in accordance with the following schedule:
Incurred Expenses – by an amount equal to actual incurred expenses
Automobile Mileage – at the current rate allowed by the Internal Revenue Service
Photocopies – at the rate of $0.10 per page for each document copy in excess of
ten (10) document copies
Incurred expenses include, but are not limited to, authorized travel by common carrier, long-distance telephone calls, and other similar expenses. Incurred expenses do not include normal overhead expenses.

III. OWNERSHIP OF WORK PRODUCT
A. Ownership of any reports, data, studies, surveys, charts, maps, figures, photographs, memoranda, and any other documents which are developed, compiled, or produced as a result of this Agreement, whether or not completed, shall be vested in the City. Consultant shall not be held liable for any reuse of the City-vested work product for purposes outside this Agreement.

B. Methodology, materials, software, logic and systems developed under the said Contract are the property of Consultant.

IV. GENERAL ADMINISTRATION AND MANAGEMENT
A. The Planning Services Manager of the City of Carmel-by-the-Sea, or his designee, shall have primary administrative responsibility for the City under this Agreement, and shall review and approve the Consultant's invoices to the City under this Agreement.

B. The Planning Services Manager of the City of Carmel-by-the-Sea, or his designee, shall have primary responsibility for overseeing and reviewing the Consultant's preparation of products as outlined in the Attachment “A”, and shall coordinate all communications with the Consultant from the City.

V. COMPLETION DATE
A. Consultant will diligently proceed with the work contracted for, but it is expressly agreed and understood that Consultant shall not be held responsible for delays occasioned by factors beyond its control, nor by factors that could not reasonably have been foreseen at the time of the execution of the Agreement between the parties.

VI. SUSPENSION OF AGREEMENT/DISPUTES
A. The Consultant and the City reserve the right to terminate or suspend this Agreement at any time by giving twenty (20) days' written notice to the other party. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, and the Consultant shall be entitled to receive just and equitable compensation for any work completed in accordance with this Agreement on the project prior to the date of suspension or termination.

B. In the event that the City requests termination of the work prior to completion, Consultant reserves the right to complete such analyses and records as may be necessary to place its files in order.

C. Any legal proceeding concerning this Agreement shall be brought and maintained in the Superior Court of California in and for the County of Monterey. The prevailing party in such legal proceeding (including mediation and arbitration) shall be entitled to a reasonable attorneys' fee in addition to any other remedy available to said prevailing party.

VII. NON-DISCRIMINATION/AFFIRMATIVE ACTION
A. The Consultant and any subconsultants will not discriminate against any employee
or applicant for employment because of race, creed, color, sex, age, national origin,
marital status, physical or other motor handicap, unless based upon bona fide
occupational qualification. The Consultant will take affirmative action to ensure that applicants are employed and that employees are treated during employment without
regard to their race, creed, color, sex, age, national origin, marital status, physical or other motor handicap.

VIII. ASSIGNMENT
This Agreement may not be assigned or otherwise transferred by the parties hereto without the written consent of the other party.

IX. MODIFICATION
A. No change, alteration, modification, or addition to this Agreement will be effective unless it is in writing and properly signed by all parties hereto.

X. HOLD HARMLESS
A. The Consultant shall defend, indemnify and hold the City and its officers, agents,
and employees, harmless from all suits, claims or liabilities of any nature, including attorney fees, costs and expenses, for or on account of injuries or damages sustained by any persons to the extent caused by the negligent acts, errors or omissions of the Consultant, its agents, subconsultants or employees pursuant to this Agreement, or on account of any unpaid wages or other remuneration for services; and if a suit in respect to the above is filed, the Consultant shall appear and defend the same at its own cost and expense, and if judgment be rendered or settlement made requiring payment of damages by the City, to the extent such damages are based in whole or part on the negligent activities or omissions of the Consultant, its agents or employees, the Consultant shall pay the same.

B. The City shall defend, indemnify and hold the Consultant and its agents,
subconsultants or employees, harmless from all suits, claims, or liabilities of any nature, including attorney’s fees, costs and expenses, for on account of injuries or damages sustained by any persons to the extent caused by the negligent acts, errors or omissions of the City, its officers agents and employees pursuant to this Agreement; and if a suit in respect to the above is filed, and if judgment be rendered or settlement made requiring payment of damages by the Consultant, to the extent such damages are based in whole or in part on the negligent activities or omissions of the City, its agents or employees, the City shall pay the same.

XI. COMPLIANCE WITH LAWS
A. The Consultant and sub-consultants shall use the standard of care usual in their professions to be in compliance with all applicable State, Federal and City laws and safety regulations.

XII. INSURANCE
A. Without limiting Consultant’s duty to indemnify, consultant shall maintain in effect throughout the term of this Agreement a policy or policies of insurance covering all of its operations (including public liability coverage, property damage coverage and professional malpractice) with the following minimum limits of liability:

a. COMMERCIAL GENERAL LIABILITY INSURANCE:
Commercial General Liability, including but not limited to, premises, personal injuries, products and completed operations, with a combined single limit of not
less than $1,000,000.00 per occurrence.

1. Bodily injury $1,000,000.00 per occurrence and $1,000,000.00 aggregate and $1,000,000.00 property damage; and

2. A combined single limit of not less than $1,000,000.00 per occurrence.

b. AUTOMOBILE LIABILITY INSURANCE:
Comprehensive automotive liability covering all motor vehicles including owned, leased, non-owned, and hired vehicles, used in providing services under the
Agreement, with a combined single limit of not less than $1,000,000.00 per accident .
1. Bodily injury $1,000,000.00 per occurrence and $1,000,000.00 aggregate and $1,000,000.00 property damage; and

2. A combined single limit of not less than $1,000,000.00 per occurrence.

c. WORKER’S COMPENSATION INSURANCE:
Worker’s compensation insurance in accordance with California Labor Code section 3700 and with a minimum of $1,000,000.00 per occurrence for employer’s liability.

XIII. ADDITIONAL SERVICES
A. It is understood and agreed by City and the Consultant that the City might request Consultant to render additional professional services beyond the original Scope of Services as defined in Exhibit “A” to this Agreement. Such additional services may include those due to abnormal conditions beyond the Consultant's control, changes in phasing, time delays, changes in scope or requirements on the part of others and services necessitated by legal challenge of the work products. Any work requested of Consultant by City beyond that identified in Attachment “A” shall constitute additional services. Such work will be undertaken only upon written authorization of the City, written agreement by all parties, and based upon an agreed amount of compensation.

XIV. INDEPENDENT CONTRACTOR
A. The Consultant is and shall be at all times during the term of this Agreement an
independent contractor.

B. The Consultant shall maintain a valid business license with the City of Carmelby-
the-Sea at all times during the term of this Agreement.

C. City agrees that City shall not, during the term of this Agreement, nor for a
period of one year after termination, solicit for employment, hire or retain, whether as an employee or independent contractor, any person who is or has been employed by Consultant.

XV. NOTICES
A. Any notice to be given to the parties hereunder shall be addressed as follows
(until notice of a different address is given to the parties):

City Consultant
City of Carmel-by-the-Sea PMC
PO Drawer G 2729 Prospect Park Drive, Suite 220
Carmel, CA 93921 Rancho Cordova , CA 95670

Any and all notices or other communications required or permitted relative to this
Agreement shall be in writing and shall be deemed duly served and given when
personally delivered to either of the parties to whom it is directed; or in lieu of such personal service, when deposited in the United States mail, first class, postage
prepaid, addressed to CITY or to CONSULTANT at the addresses set forth above.
Either party may change their address for the purpose of this paragraph by giving
written notice of such change to the other party in the manner provided for in the
preceding paragraph.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.

CITY OF CARMEL-BY-THE-SEA, PACIFIC MUNICIPAL CONSULTANTS
CALIFORNIA
By: By:
_________________________ ________________________________
Rich Guillen, Philip O. Carter
City Administrator President


CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION NO. 2008-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA
AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A CONSULTANT SERVICES AGREEMENT WITH PACIFIC MUNICIPAL CONSULTANTS (PMC) TO PREPARE AN INITIAL STUDY AND SUBSEQUENT ENVIRONMENTAL DOCUMENTS FOR THE CARMEL SANDS LODGE REDEVELOPMENT PROJECT

WHEREAS, The City of Carmel-by-the-Sea is a unique community that prides itself its
historic character; and

WHEREAS, the City has adopted a General Plan and Municipal Code that strive to
protect the village character through clear policies and regulations; and

WHEREAS, the property owners of the Carmel Sands Lodge are proposing to redevelop
the site; and

WHEREAS, Pacific Municipal Consultants submitted a proposal for consultant services to prepare and an Initial Study and subsequent environmental documents in conformance with CEQA.

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 contract with Pacific Municipal
Consultants.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this ___ day of ________ 2008 by the following roll call vote:

AYES: COUNCIL MEMBERS
NOES: COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS

SIGNED,

__________________________________
Heidi Burch, City Clerk

ATTEST:

________________________
SUE McCLOUD, MAYOR