CITY COUNCIL: Resolution No. 2018-007, authorizing the City Administrator to negotiate and execute a three-year agreement with Visit Carmel to promote travel and tourism in Carmel-by-the-Sea in the amount of $50,000 for fiscal year 2017-2018

Visit Carmel Agreement 01-09-18 by L. A. Paterson on Scribd

Resolution No. 2018-007, authorizing the City Administrator to negotiate and execute a three-year agreement with Visit Carmel to promote travel and tourism in Carmel-by-the-Sea in the amount of $50,000 for fiscal year 2017-2018

CITY COUNCIL: Consideration of a resolution authorizing the City Administrator to execute an agreement with SHI International Corp for the purchase of computer workstations for an amount not to exceed $27,130.95

  Agreement With SHI International Corp 09-12-17 by L. A. Paterson on Scribd

Consideration of a resolution authorizing the City Administrator to execute an agreement with SHI International Corp for the purchase of computer workstations for an amount not to exceed $27,130.95.

CITY COUNCIL: Consideration of an amendment to the Employment Agreement between the City of Carmel-by-the-Sea and City Administrator Chip Rerig

Employment Agreement Amendment Between City & City Administrator Rerig 08-08-17 by L. A. Paterson on Scribd

Consideration of an amendment to the Employment Agreement between the City of Carmel-by-the-Sea and City Administrator Chip Rerig.

CITY COUNCIL: Consideration of a resolution authorizing the City Administrator to execute an agreement with ECS Imaging, Inc. for NovusAgenda agenda and records/document management systems for a three year term ending June 30, 2019 in a total amount not to exceed $103,000

ECS Imaging, Inc. 05-02-17.pdf by L. A. Paterson on Scribd

Consideration of a resolution authorizing the City Administrator to execute an agreement with ECS Imaging, Inc. for NovusAgenda agenda and records/document management systems for a three year term ending June 30, 2019 in a total amount not to exceed $103,000.

CITY COUNCIL: Consideration of a resolution authorizing the City Administrator to execute an agreement with Conti Corporation to provide and install an audio, video and control system in a total amount not to exceed $112,646.00 for a contract term ending January 1, 2018.

Conti Corporation 05-02-17.pdf by L. A. Paterson on Scribd

Consideration of a resolution authorizing the City Administrator to execute an agreement with Conti Corporation to provide and install an audio, video and control system in a total amount not to exceed $112,646.00 for a contract term ending January 1, 2018.

CITY COUNCIL: Consideration of a resolution authorizing the City Administrator to execute an agreement with InterVision Systems, LLC for the purchase and installation of network firewalls in a total amount not to exceed $42,707.25 for a contract term ending June 30, 2018

InterVision Systems, LLC 05-02-17.pdf by L. A. Paterson on Scribd

Consideration of a resolution authorizing the City Administrator to execute an agreement with InterVision Systems, LLC for the purchase and installation of network firewalls in a total amount not to exceed $42,707.25 for a contract term ending June 30, 2018.

CITY COUNCIL: Consideration of a resolution authorizing a retroactive extension of the Paramedic Service Provider Agreement between the County of Monterey and Carmel-by-the-Sea

Paramedic Service Provider Agreement 04-04-17 by L. A. Paterson on Scribd

Consideration of a resolution authorizing a retroactive extension of the Paramedic Service Provider Agreement between the County of Monterey and Carmel-by-the-Sea.

CITY COUNCIL: Consideration of resolutions 1. authorizing the City Administrator to execute an agreement with Carpet Caravan for the Park Branch Library carpeting project in a total amount not to exceed $31,110; 2. authorizing the City Administrator to execute an agreement with California Premier Restoration (CPR) for the Park Branch Library carpeting project in a total amount not to exceed $34,840; and 3. authorizing a budget transfer in the amount of $38,522 from the Park Branch Basement Restoration and Vista Lobos Roof projects to cover unbudgeted costs of the Park Branch Library carpeting project

Resolutions on Agreements 03-21-17 by L. A. Paterson on Scribd

Consideration of resolutions 1. authorizing the City Administrator to execute an agreement with Carpet Caravan for the Park Branch Library carpeting project in a total amount not to exceed $31,110; 2. authorizing the City Administrator to execute an agreement with California Premier Restoration (CPR) for the Park Branch Library carpeting project in a total amount not to exceed $34,840; and 3. authorizing a budget transfer in the amount of $38,522 from the Park Branch Basement Restoration and Vista Lobos Roof projects to cover unbudgeted costs of the Park Branch Library carpeting project.

CITY COUNCIL: Adoption of resolutions authorizing the City Administrator to execute various services agreements for planning and building services, public information services, and project management and implementation services in a total amount not to exceed $45,000 for all contractual services

   Various Services Agreements 10-04-16 by L. A. Paterson on Scribd

Adoption of resolutions authorizing the City Administrator to execute various services agreements for planning and building services, public information services, and project management and implementation services in a total amount not to exceed $45,000 for all contractual services.

CITY COUNCIL: Adoption of a resolution 1) authorizing the City Administrator to execute an agreement with PC Specialists Inc. DBA Technology Integration Group (TIG) for the purchase and installation of a Server System in an amount not to exceed $147,417 and 2) authorizing a budget adjustment to transfer $27,417 from the Equipment and Vehicle Fund to the Server System capital project

Server System 09-13-16

Adoption of a resolution 1) authorizing the City Administrator to execute an agreement with PC Specialists Inc. DBA Technology Integration Group (TIG) for the purchase and installation of a Server System in an amount not to exceed $147,417 and 2) authorizing a budget adjustment to transfer $27,417 from the Equipment and Vehicle Fund to the Server System capital project.

CITY COUNCIL: Resolution Entering into Agreement with Burghardt + Doré Advertising, Inc. for Destination Marketing Services

Meeting Date: July 13, 2010
Prepared by: Rich Guillen

City Council
Agenda Item Summary

Name: Consideration of a Resolution entering into an agreement with Burghardt + Doré Advertising, Inc. for destination marketing services in an amount not to exceed $180,403, as approved in the Fiscal Year 2010/11 budget.

Description: The City has a contract with Burghardt + Doré for destination marketing services. Jeff Burghardt of Burghardt + Doré has developed a marketing plan for the upcoming fiscal year starting July 1, 2010 (see Exhibit “A”).

The City wishes to continue to contract with Burghardt + Doré for the fiscal period July 1, 2010 through June 30, 2011, per the attached agreement. The City’s approved FY 2010/11 budget includes $180,403 for Regional Destination Marketing.

Overall Cost: City Funds: $180,403 to be funded from General Fund Account 01-85200.

Staff Recommendation: Staff recommends Council approve entering into an agreement with Burghardt + Doré Advertising, Inc. to provide destination marketing services, as outlined in Exhibit “A”.

Important Considerations: During FY 2009/10, Jeff Burghardt provided marketing services to the City through his firm, Burghardt + Doré. Prior to that time, he provided marketing services to the City through his previous firm, Anda-Burghardt.

Decision Record: 1) Resolution 2009-22 dated April 7, 2009, approving a destination marketing contract with Burghardt + Doré; 2) Resolution 2008-43, dated July 1, 2008, approving a destination marketing contract with Anda/Burghardt Advertising; 3) Resolution 2009-52, dated August 4, 2009,
approving a destination marketing contract with Burghardt + Doré.

Reviewed by:

Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2010-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA ENTERING INTO AN AGREEMENT WITH BURGHARDT + DORE ADVERTISING, INC. FOR DESTINATION MARKETING SERVICES IN AN AMOUNT NOT TO EXCEED $180,403, AS APPROVED IN THE FISCAL YEAR 2010/2011 BUDGET

WHEREAS, the City Council has approved funding for destination marketing services for Fiscal Year 2010/2011; and

WHEREAS, for its fiscal year 2010/11 marketing plans, the City desires to contract with Burghardt + Doré Advertising, Inc. effective July 1, 2010, for services as outlined in Exhibit “A”;

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 the Burghardt + Doré Advertising, Inc. agreement for fiscal year 2010/11 in an amount not to exceed $180,403 for destination marketing.

2. Authorize payment from the General Fund Account 01-85200 for the professional services rendered.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 13th day of July 2010 by the following roll call vote:

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

SIGNED:

_______________________
SUE McCLOUD, MAYOR

ATTEST:

______________________
Heidi Burch, City Clerk

AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is entered into on this 1st day of July 2010, by and between the CITY OF CARMEL-BY-THE-SEA, herein referred to as the "CITY") and Burghardt + Doré, Jeff Burghardt, President hereinafter referred to as "CONSULTANT".

W I T N E S S E T H

WHEREAS, the CITY has prepared a Destination Marketing Plan; and

WHEREAS, the CITY desires to retain the services of a qualified consultant to assist in the preparation of said Marketing Plan; and

WHEREAS, CONSULTANT represents that they are qualified to perform the services under this Agreement.

NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
1. SCOPE OF SERVICES
A. CONSULTANT shall perform all of the necessary services and prepare such reports as described as Scope of Services set forth in Exhibit “A” attached hereto and incorporated herein by this reference. Said services and all duties incidental or necessary thereto shall be performed diligently and competently and in accordance with professional standards of performance.

2. COMPENSATION
A. The CITY shall pay CONSULTANT for services in accordance with the detailed scope of work as shown in Exhibit “A” with this agreement an amount not to exceed one hundred eighty thousand and four hundred three dollars ($180,403) for Destination Marketing.

B. Payment of the invoice for services rendered will be made after acceptance and approval by the CITY within thirty (30) days of receipt by the City of such invoice.

3. 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 vest with the CITY.

B. Methodology, materials, software, logic and systems developed under this Agreement are the property of CONSULTANT and the CITY, and may be used as CONSULTANT and/or the CITY see fit, including the right to revise or publish the same without limitation.

4. GENERAL ADMINISTRATION AND MANAGEMENT
A. The City Administrator for the CITY shall have the primary administrative responsibility for the CITY under this Agreement, and shall review and approve Consultant’s invoices to the CITY under this Agreement.

B. The City Administrator for the CITY shall have primary responsibility for overseeing and directing Consultant’s preparation of the Scope of Services, and shall coordinate all communications with CONSULTANT from the CITY.

5. COMPLETION DATE
A. CONSULTANT shall make every reasonable effort to complete the listed Tasks according to the Scope of Services as set forth in Exhibit “A” and during Fiscal Year 2010/2011.

B. 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 their control, nor by factors which could not reasonably have been foreseen at the time of execution of this Agreement.

6. SUSPENSION/TERMINATION OF AGREEMENT
A. The right is reserved by the CITY or CONSULTANT to terminate or suspend this Agreement with or without cause at any time by giving twenty (20) day’s written notice to the other party. In that event, all finished or unfinished documents, date, studies, surveys, drawings, maps, models, photographs and reports, or other material prepared by CONSULTANT pursuant to this Agreement shall be delivered to the CITY; and CONSULTANT shall be entitled to receive just and equitable compensation for any satisfactory work completed on the project prior to the date of suspension or termination.

7. ASSIGNMENT
A. This Agreement may not be assigned or otherwise transferred by either party hereto without the prior written consent of the other party.

8. ADDITIONAL SERVICES
A. CONSULTANT may be requested to perform additional services beyond the original Scope of Services as defined in Exhibit “A”. Such additional services include those due to abnormal conditions beyond 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 Plan. Such work will be undertaken only upon written authorization of the CITY based upon an agreed amount of compensation.

9. NON-DISCRIMINATION/AFFIRMATIVE ACTION
A. CONSULTANT 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. 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.

10. HOLD HARMLESS
A. CONSULTANT is covered by, and agrees to maintain, general liability insurance for bodily injury and property damage arising directly from its negligent acts or omissions with limits as specified below. Certificates of insurance shall be provided to the CITY upon request. Within the limits and conditions of such insurance, CONSULTANT agrees to indemnify, protect, defend and name the CITY, its public officials, officers and employees as additional insured and hold harmless from any loss, damage or liability arising directly from any negligent act or omission by CONSULTANT. CONSULTANT shall not be responsible for any loss, damage or liability beyond the amounts, limits and conditions of such insurance. CONSULTANT
shall not be responsible for any loss, damage or liability arising from any act or omission by the CITY, its agents, staff, other consultants, independent contractors, third parties or others working on the project that have not been hired by CONSULTANT and over which CONSULTANT has no supervision or control.

11. INSURANCE
A. COVERAGES LIMITS OF LIABILITY
General Liability, including $1,000,000.00 each
Bodily Injury, Property Damage occurrence and Contractual Liability
Automobile Liability, including $1,000,000.00 each
Bodily Injury and Property occurrence Damage

B. WORKER’S COMPENSATION
CONSULTANT certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and it certifies that it will comply with such provisions before commencing performance under this Agreement.

12. INDEPENDENT CONTRACTOR
A. CONSULTANT is, and shall be at all times during the term of this Agreement, an independent contractor.

13. CONFLICTS OF INTEREST
A. CONSULTANT shall at all time avoid conflicts of interest, or the appearance of conflicts of interest, in the performance of this Agreement. CONSULTANT shall file statements of financial interest, on forms provided by the CITY, to the extent and at the times required by the City’s Conflict of Interest Code and applicable law.

B. During the term of this Agreement, CONSULTANT shall not directly or indirectly, either as a partner, employer, employee, consultant, principal, agent or in any individual or representative capacity, engage or participate in any business or voluntary activity on behalf of any other party on any property located within the City without prior written
permission of the City of Carmel-by-the-Sea.

C. During the term of this Agreement, CONSULTANT shall conduct all communications with non-governmental groups, agencies, or individuals, exclusively through the CITY.

14. 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):

THE CITY: Rich Guillen, City Administrator
City of Carmel-by-the-Sea
PO Box CC
Carmel-by-the-Sea, CA 93921

CONSULTANT: Jeff Burghardt, President
Burghardt+Doré
PO Box 223491
Carmel, CA 93922

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, CONSULTANT or the CITY, 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 CONSULTANT or to the CITY 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.

15. ATTORNEY’S FEES AND COURT VENUE
A. Should either party to this Agreement bring legal action against the other, (formal judicial proceeding, mediation or arbitration), the case shall be handled in Monterey County, California, and the party prevailing in such action shall be entitled to a reasonable attorney’s fee which shall be fixed by the judge, mediator or arbitrator hearing the case and such fee shall be included in the judgment, together with all costs.

16. AGREEMENT CONTAINS ALL UNDERSTANDINGS: AMENDMENT
A. This document represents the entire and integrated Agreement between the CITY and CONSULTANT, and supersedes all prior negotiations, representations and agreements, either written or oral.

17. GOVERNING LAW
A. This Agreement shall be governed by the laws of the State of California.

18. SEVERABILITY
A. If any term of this Agreement is held invalid by a court of competent jurisdiction the remainder of this Agreement shall remain in effect.

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

CITY


By: ____________________________
Rich Guillen
City Administrator

CONSULTANT


By: __________________________
Jeff Burghardt, President
Burghardt + Doré
Its: __________________________

Burghardt+Doré Advertising, Inc.
831 624 1200
831 620 0738 Fax
Burghardt-Dore.com Revised 7/6/10
FY11 ANNUAL BUDGET
Estimated
ACCOUNT SERVICE (Meetings, presentations, and correspondence) $3,500.00
CREATIVE (Concept to completion of all creative, including outside vendors) $15,000.00
WEBSITE ENHANCEMENTS (New content, graphics, videos, promos, etc.) $5,000.00
MEDIA, INTERNET & PROMOTIONS (All pass-through expenses) $132,179.59
PUBLIC RELATIONS (Seasonal, event-driven PR) $7,500.00
PRINTING (Reprint Brochure) $15,000.00
FY10 TOTAL $178,179.59
FY11 BUDGET $180,403.00
REMAINING BALANCE $2,223.41
PASS-THRU (ESTIMATED AT 80% OF TOTAL) $142,543.67
DIRECT (ESTIMATED AT 20% OF TOTAL) $35,635.92

Burghardt+Doré Advertising, Inc.
831 624 1200
831 620 0738 Fax
Burghardt-Dore.com Revised 7/6/10

CITY COUNCIL: Resolution Entering into Agreement with DD Evans Consulting/Dadiw Associations for Financial Management Services

Meeting Date: January 5, 2010
Prepared by: Rich Guillen

City Council
Agenda Item Summary

Name: Consideration of a Resolution entering into an agreement with DD Evans Consulting/Dadiw Associates to provide financial management services at an annual cost of $84,000.

Description: With the departure of the Administrative Services Director to the Monterey Bay Unified Air Pollution Control District, staff proposes to fill the position on an interim basis. The proposal submitted jointly by DD Evans Consulting/Dadiw Associates will provide the expertise and financial oversight necessary to maintain the checks and balances of the City’s finances. Attachment “A” of the proposed agreement outlines the
scope of work that Mr. Evans and Ms. Dadiw collectively will provide.

Mr. Evans’ work experience includes 30 years of service with the City of Monterey and two years with the City of Mountain View. He has worked as a consultant for the cities of Del Rey Oaks, Sand City and Seaside, and for the Monterey Peninsula Regional Park District. He currently serves as the Seaside Groundwater Basin Watermaster.

Ms. Dadiw’s clients include the Monterey Peninsula Regional Park District, City of Del Rey Oaks, Pebble Beach Community Services District, Monterey Regional Waste Management District and the Monterey Peninsula Regional Park District. She also has also worked with nonprofit agencies such as the Del Monte Forest Foundation, the Del Monte Forest Property Owners, and the YWCA of Monterey County.

Overall Cost:
City Funds: $84,000 annually
Grant Funds: N/A

Staff Recommendation: Adopt the Resolution.

Important Considerations: Both Mr. Evans and Ms. Dadiw have extensive municipal and private financial background. The current annual cost for an Administrative Services Director position is $131,700. The cost per the proposal submitted by DD Evans/Dadiw is anticipated to be $84,000 annually. The expected savings is $47,700.

Decision Record: No prior action was taken by the City Council.

Reviewed:

Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2010-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA ENTERING INTO AN AGREEMENT WITH DD EVANS CONSULTING/DADIW ASSOCIATES TO PROVIDE
FINANCIAL MANAGEMENT SERVICES AT AN ANNUAL COST OF $84,000

WHEREAS, the Administrative Services Director has left the City to take a new position with another agency; and

WHEREAS, the City staff has proposed to fill the position on an interim basis; and

WHEREAS, the firm of DD Evans Consulting/Dadiw Associates has extensive
experience and expertise in the field of financial management for municipal governments.

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 an agreement with DD Evans
Consulting/Dadiw Associates in an annual amount not to exceed $84,000.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 5th day of January 2010 by the following roll call vote:

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

SIGNED,

________________________
SUE McCLOUD, MAYOR

ATTEST:

__________________________________
Heidi Burch, City Clerk

AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is entered into on this 5th day of January 2010, by and between the CITY OF CARMEL-BY-THE-SEA, herein referred to as the "CITY") and DD Evans Consulting/Dadiw Associates hereinafter referred to as "CONSULTANT".

W I T N E S S E T H
WHEREAS, the CITY is interested in financial management services; and

WHEREAS, the CITY desires to retain the services of a qualified consultant to assist in developing an operating and capital improvement/equipment budget; and

WHEREAS, CONSULTANT represents that they are qualified to perform the services under this Agreement.

NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
1. SCOPE OF SERVICES
A. CONSULTANT shall perform quarterly all of the necessary services and prepare such reports and plans as described as Scope of Services set forth in Exhibit “A” attached hereto and incorporated herein by this reference. Said services and all duties incidental or necessary thereto shall be performed diligently and competently and in accordance with professional standards of performance.

2. COMPENSATION
A. The CITY shall pay CONSULTANT for services in accordance with this agreement an amount not to exceed $7,000 dollars per month ($7,000/mo.) including expenses, for FY 2009/2010, contract runs January 5, 2010 through June 30, 2013 subject to annual renewal agreeable to both parties.

B. Payment of the invoice for services rendered will be made after acceptance and approval by the CITY within thirty (30) days of receipt by the City of such invoice.

3. 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 vest with the CITY.

B. Methodology, materials, software, logic and systems developed under this Agreement are the property of CONSULTANT and the CITY, and may be used as CONSULTANT and/or the CITY see fit, including the right to revise or publish the same without limitation.

4. GENERAL ADMINISTRATION AND MANAGEMENT
A. The City Administrator for the CITY shall have the primary administrative responsibility for the CITY under this Agreement, and shall review and approve CONSULTANT’s invoices to the CITY under this Agreement.

B. The City Administrator for the CITY shall have primary responsibility for overseeing and directing CONSULTANT’s preparation of the Scope of Services, and shall coordinate all communications with CONSULTANT from the CITY.

5. COMPLETION DATE
A. CONSULTANT shall make every reasonable effort to complete the listed Tasks associated with the financial management of City.

B. 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 their control, nor by factors that could not reasonably have been foreseen at the time of execution of this Agreement.

6. SUSPENSION/TERMINATION OF AGREEMENT
A. The right is reserved by the CITY or CONSULTANT to terminate or suspend this Agreement with or without cause at any time by giving thirty (30) day’s written notice to the other party. In that event, all finished or unfinished documents, date, studies, surveys, drawings, maps, models, photographs and reports, or other material prepared by CONSULTANT pursuant to this Agreement shall be delivered to the CITY; and CONSULTANT shall be entitled to receive just and equitable compensation for any satisfactory work completed on the project prior to the date of suspension or termination.

7. ASSIGNMENT
A. This Agreement may not be assigned or otherwise transferred by either party hereto without the prior written consent of the other party.

8. ADDITIONAL SERVICES
A. CONSULTANT may be requested to perform additional services beyond the original Scope of Services as defined in Exhibit “A”. Such additional services include those due to abnormal conditions beyond 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 Plan. Such work will be undertaken only upon written authorization of the CITY based upon an agreed amount of compensation.

9. NON-DISCRIMINATION/AFFIRMATIVE ACTION
A. CONSULTANT 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 bonafide occupational qualification. 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.

10. HOLD HARMLESS
A. CONSULTANT is fully bonded in his capacity as the City Treasurer. CONSULTANT agrees to hold harmless the CITY, its public officials, officers and employees from any loss, damage or liability arising directly from any negligent act or omission by CONSULTANT. CONSULTANT shall not be responsible for any loss, damage or liability arising from any act or omission by the CITY, its agents, staff, other consultants, independent
contractors, third parties or others working on the project that have not been hired by CONSULTANT and over which CONSULTANT has no supervision or control.

11. INSURANCE
A. WORKER’S COMPENSATION
CONSULTANT certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and it certifies that it will comply with such provisions before commencing performance under this Agreement.

12. INDEPENDENT CONTRACTOR
A. CONSULTANT is, and shall be at all times during the term of this Agreement, an independent contractor.

13. CONFLICTS OF INTEREST
A. CONSULTANT shall at all time avoid conflicts of interest, or the appearance of conflicts of interest, in the performance of this Agreement. CONSULTANT shall file statements of financial interest, on forms provided by the CITY, to the extent and at the times required by the CITY’s Conflict of Interest Code and applicable law.

B. During the term of this Agreement, CONSULTANT shall not directly or indirectly, either as a partner, employer, employee, consultant, principal, agent or in any individual or representative capacity, engage or participate in any business or voluntary activity on behalf of any other party on any property located within the City without prior written permission of the City of Carmel-by-the-Sea.

C. During the term of this Agreement, CONSULTANT shall conduct city related communications with non-governmental groups, agencies, or individuals, exclusively through the CITY.

14. 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):

THE CITY: Rich Guillen, City Administrator
City of Carmel-by-the-Sea
PO Box CC
Carmel, CA 93921

CONSULTANT: DD Evans Consulting
Dadiw Associates
2600 Garden Road, Suite 228
Monterey, CA 93940

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, CONSULTANT or the CITY, 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 CONSULTANT or to the CITY 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.

15. ATTORNEY’S FEES AND COURT VENUE
A. Should either party to this Agreement bring legal action against the other, (formal judicial proceeding, mediation or arbitration), the case shall be handled in Monterey County, California, and the party prevailing in such action shall be entitled to a reasonable attorney’s fee which shall be fixed by the judge, mediator or arbitrator hearing the case and such fee shall be included in the judgment, together with all costs.

16. AGREEMENT CONTAINS ALL UNDERSTANDINGS: AMENDMENT
A. This document represents the entire and integrated Agreement between the CITY and CONSULTANT, and supersedes all prior negotiations, representations and agreements, either written or oral.

17. GOVERNING LAW
A. This Agreement shall be governed by the laws of the State of California.

18. SEVERABILITY
A. If any term of this Agreement is held invalid by a court of competent jurisdiction the remainder of this Agreement shall remain in effect.

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

CITY

By: ____________________________

CONSULTANT
By: __________________________
Its: __________________________
By: __________________________
Its: __________________________

CITY COUNCIL: Resolution for Participation in a Monterey Peninsula Regional Police Special Response Unit (SRU)

City Council
Agenda Item Summary

Name: Consideration of a Resolution authorizing the City of Carmel-by-the-Sea to participate in a Monterey Peninsula regional police special response unit (SRU).

Description: The police chiefs from six Peninsula cities and CSU-Monterey Bay worked together to develop a coordinated, well-staffed local tactical special response unit (SRU), for rapid deployment in emergency situations. This might include situations such as an active shooter, armed and barricaded persons, high-risk search warrant service, or a hostage situation. This effort will support other tactical teams in Monterey County. The team was created under a memorandum of understanding agreement among the participating cities.

In August 2009, the city attorneys and risk managers representing the
Peninsula cities approved the agreement. The team has received grant funding from the Monterey County Homeland Security Grant Approval
Authority (GAA) in its 2007, 2008, and 2009 grants cycles ($407,000) to fully train and supply the team with a transport vehicle, uniforms, personal protection, and communication equipment. Staff requests that the Council adopt a Resolution to support Carmel’s future commitment. The Memorandum of Agreement was reviewed by the City Attorney.

Overall Cost:
City Funds: $2,245.00 and $4,491.00 annually (Account 01-74011).
Grant Funds: $407,000 for the entire team through 2009

Staff Recommendation: Adopt a Resolution authorizing the City Manager to sign a multiyear agency agreement confirming the City’s participation, and financial obligation costs.

Important Considerations: The formation of a local special response unit (SRU) for rapid deployment is a critical component for public safety and for patrol officers on the perimeter of a critical incident. The City’s participation will ensure a well-trained team can respond to any crisis situation.

Decision Record: None

Reviewed by:

______________________________ _________________
Rich Guillen, City Administrator Date

CITY COUNCIL
CITY OF CARMEL-BY-THE-SEA
RESOLUTION 2009-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA AUTHORIZING THE CITY OF CARMEL-BY-THE-SEA TO PARTICIPATE IN A MONTEREY PENINSULA REGIONAL POLICE SPECIAL RESPONSE UNIT (SRU)

WHEREAS, the Peninsula is a unique area in Monterey County comprised of seven smaller cities containing military installations such as the Naval Postgraduate School and Defense Language Institute, and two regional airports, California State University at Monterey Bay, Monterey Peninsula College, and significant tourist destinations such as the Monterey Bay Aquarium that are potential terrorism targets; and

WHEREAS, violent crime is a constant issue, so the demand for a highly prepared and trained special weapons and tactics team that can respond rapidly has existed for many years and continues to grow; and

WHEREAS, while the Monterey County Sheriff’s Office maintains a fully trained and capable SWAT team, the distance of the Sheriff’s Office to the Monterey Peninsula and the physical size of Monterey County result in an unreasonable time delay for emergency response to the Peninsula; and

WHEREAS, the formation of a Monterey Peninsula Regional Special Response Unit would allow for the rapid deployment of a combined tactical, crisis negotiation team for critical incidents such as an active shooter, armed and barricaded persons, high risk search warrant service, or a hostage situation; and

WHEREAS, the high risk of injury to the public and team members, the escalation of active shooter incidents and the greater potential for terrorist acts, such as the use of weapons of mass destruction, make it vital to include a tactical medical component to the team; and

WHEREAS, the police chiefs of the Peninsula communities recognize that a regional approach to providing a well staffed, trained and equipped local tactical team is the most practical and realistic strategy to guarantee such a team is available for rapid deployment and can act as support to other tactical teams in Monterey County; and

WHEREAS, the team has received grant funding from the Monterey County Homeland Security Grant Approval Authority in its 2007, 2008 and 2009 grants cycles ($407,000 total) to fully train and supply the team with a transport vehicle, uniforms, personal protection and communications equipment; and

WHEREAS, the total cost of services for FY 2009-10 will be between $2,245.00 and $4,491.00 annually, comprising of overtime compensation for training and deployment for one Carmel officer assigned to the tactical and crisis negotiation teams; and

WHEREAS, funding will be charged to the General Fund Police Overtime Budget Account No. 01-74011.

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

1. Approve the Agreement with the City of Carmel-by-the-Sea and the cities of Marina, Seaside, Monterey, Pacific Grove, Sand City, and California State University at Monterey Bay to implement and deploy a Regional Police Special Response Unit (SRU) consisting of special weapons and tactics, tactical medicine and crisis negotiation team components, and;

2. Authorize the City Manager and Public Safety Director to execute the Agreement and all related documents on behalf of the City and subject to final review and approval by the City Attorney.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA
on this 1st day of December 2009 by the following roll call vote:

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

_________________________
SUE McCLOUD, MAYOR

ATTEST:

____________________________
Heidi Burch, City Clerk

AGREEMENT BETWEEN THE CITIES OF SEASIDE, MARINA, MONTEREY, PACIFIC GROVE, SAND CITY, CARMEL, AND CALIFORNIA STATE UNIVERSITY AT MONTEREY BAY FOR THE IMPLEMENTATION AND DEPLOYMENT OF A REGIONAL POLICE SPECIAL RESPONSE UNIT (SRU) CONSISTING OF SPECIAL WEAPONS & TACTICS, TACTICAL MEDICINE AND CRISIS NEGOTIATION TEAM COMPONENTS

This agreement (“Agreement”) is made by and between the Cities of SEASIDE, MARINA, MONTEREY, PACIFIC GROVE, SAND CITY, CARMEL, AND CALIFORNIA STATE UNIVERSITY AT MONTEREY BAY (hereinafter collectively as the “Parties” or “Police Agencies” or in their individual capacities as “Police Agency” or “Party”).

The Parties share not only common boundaries and/or geographic proximity on the Monterey Peninsula, but also mutual demands for police response. It is to the mutual advantage and benefit of the Parties to render supplemental police services to each other in the event of dangerous and unusual critical incidents, high-risk planned tactical operations, the execution of search warrants, or other situation that are likely to be beyond the control of the services, personnel, equipment, and facilities of the Police Agency having jurisdiction of the area in which the incident occurs.

The Parties recognize that mutual aid and cooperation in response to critical incidents can be enhanced and made more flexible and effective by combining police and other personnel for such situations.

The Parties desire to formally establish by this Agreement a regional effort to work in conjunction with each other to effectively meet such demands for police response and to clarify the legal relationships of the Parties.

In consideration of the mutual promises contained herein, it is agreed as follows:
1. Personnel and Selection.
a. The Regional Special Response Unit (“Regional SRU”) shall consist of a Special Weapons and Tactics (“SWAT”) Team of tactical officers, a Tactical Emergency Medic Team (“TEM’s”), and a Crisis Negotiations Team (“CNT”). The Regional SRU configuration may be comprised of as many sub-teams or reserve teams as needed for a particular incident.

b. A Regional SRU Board (“Board”) shall be established to provide oversight of the Regional SRU to include, but not be limited to, the adoption of policies and procedures, the selection of command staff and team members, Agreement compliance, and budget management. The Board shall consist of the Parties' police chiefs, and one city Party’s fire chief selected by the Board.

c. The Parties shall assign and maintain officers, supervisors, and employees for the Regional SRU sufficient to provide appropriate joint coverage for critical incidents as determined by the Board.

d. The Board shall establish minimum qualifications and selection process for team members, including, but not limited to, physical agility and tactical firearms qualifications. The Board shall mutually agree upon the selection of candidate(s) for the Regional SRU and each member of the Board will have final approval or rejection of any candidate, regardless of which Party employs the candidate.

2. Supervision and Command.
a. The incident commander of the Police Agency in whose jurisdiction a critical incident is located may request a response from the Regional SRU. The Regional SRU commander, in his or her sole discretion, shall decide whether the Regional SRU should respond to the incident. If the Regional SRU commander decides a Regional SRU response is appropriate, then each Police Agency should respond to the request for Regional SRU services as promptly and fully as possible.

b. All employees of the Parties participating in any response under this Agreement, or any training involving a Regional SRU exercise or event, shall be subject to the exclusive chain of command of the Regional SRU.

c. The Police Agency requesting Regional SRU assistance shall identify the incident commander. The incident commander must approve any tactical plan. The Police Agency incident commander shall work collaboratively with the Regional SRU commander to facilitate the Regional SRU response. The Regional SRU commander will take charge of the operational function of the Regional SRU and will present a tactical action plan to the Police
Agency incident commander for approval as soon as possible. The Police Agency incident commander must approve the Regional SRU commander’s tactical plan before its implementation.

d. In the event of the death of or serious injury to any person(s) when the circumstances of the death or injury involves a peace officer, the Regional SRU shall request that the Monterey County District Attorney's Office conduct an independent investigation pursuant to the Monterey County District Attorney’s Protocol For Officer-Involved Shootings (OIS) and In-Custody Death (ICD) protocol, attached hereto as Exhibit “A”, or any version subsequently adopted.

e. In its sole discretion and pursuant to its own policy, each Police Agency is responsible for conducting its own internal affairs investigation pertaining to its own officers. In cases that involve officers from different Police Agencies, the investigation may be conducted by an independent law enforcement agency or consultant selected by the Board and with approval from the Police Agencies whose officers are subjects of the investigation. The cost of any joint investigation will be shared equally by the Police Agencies involved in the investigation.

3. Costs and Expenses.
a. No Police Agency furnishing aid pursuant to this Agreement shall be entitled to compensation for services rendered to a requesting Police Agency. Each Party (i) will be responsible for all personnel costs and obligations associated with any staff member it assigns to the Regional SRU, including, but not limited to, base salary and benefits, overtime salary and benefits, Worker’s Compensation benefits, death benefits, disability benefits, and safety officer industrial disability retirement benefits; and (ii) agrees to waive any and all subrogation rights against Parties that may accrue from payment of such benefits.

b. Each Party will also be responsible for the costs of all necessary individual tactical equipment and weapon(s) issued to the team member employed by the Party.

c. The Board will manage any grants received by the Regional SRU.

4. Policies and Procedures.
a. The Board shall establish and agree upon Standard Operating Procedures (“SOP”) for the operation of the Regional SRU.

b. The SOP will be consistent with the California Commission of P.O.S.T. (Peace Officers Standards and Training) “S.W.A.T. Operational Guidelines and Standardized Training Recommendations” report from July 2005, or as it may be amended or revised in the future.

c. The SOP shall include, but not be limited to, executive oversight of the Regional SRU, chain of command control over the critical incident responses, and procedures for activation of the Regional SRU in response to critical incidents. In cases of conflicting Police Agency policy regarding enforcement activities, including, but not limited to, shooting policy, approved weapons, pursuit policy) the policies of the officer's employing Police Agency in effect at the time of the enforcement activity shall apply.

5. Liability
a. In assigning personnel to the Regional SRU, or while performing under this Agreement, or while participating in Regional SRU training, each Party shall consider any such assignment, deployment, or training an act of “mutual aid” in assistance of a law enforcement agency pursuant to California Government Code sections 55632 and 55634.

b. The city or public entity whose Police Agency requests Regional SRU assistance shall indemnify, hold harmless, and defend all other agencies and public entities that are signatories to this agreement from any claims or liabilities that may arise out of the implementation of a Regional SRU tactical plan as described herein if (1) the request for Regional SRU response was authorized by the requesting agency incident commander, and

(2) the Regional SRU
commander approved response by the Regional SRU, and (3) a tactical plan was communicated to the requesting Police Agency incident commander by the Regional SRU commander, and (4) the requesting Police Agency incident commander approved the tactical plan, and (5) the conduct of the Regional SRU members was in compliance with the approved tactical plan.

c. In any and all other circumstances apart from the implementation of the Regional SRU tactical plan as set forth in Paragraph 5(b) above, each Party shall be responsible for the acts, errors, or omissions of its own assigned officers, agents, or employees and shall incur any liabilities arising out of the services and activities of those officers, agents, or employees while participating in the Regional SRU. Personnel assigned to perform services for the Regional SRU shall be deemed to be continuing under the employment of their respective employers, and shall continue to have the same powers, duties, privileges, responsibilities, and immunities
as are conferred upon them as peace officers or other employees in their own jurisdictions.

d. Except as set forth in Paragraph 5(b) above, each Party shall hold harmless, defend, and indemnify each and every other Party, its officers, agents, and employees from and against any liabilities, claims, actions, costs, damages or losses of any kind, including, but not limited to, death or injury to any person, and/or damage to property, arising out of the acts, errors, or omissions of its officers, agents, and employees under this Agreement.

e. Except as set forth in Paragraph 5(b) above, no Party shall be responsible for the acts, errors, or omissions of another Party's officers, agents, or employees, nor incur any liabilities arising out of the services and activities of another Party's officers, agents, or employees.

f. In the event of a civil claim (the “Underlying Claim”) by a third party (which could include an employee of one Party who is filing a civil claim) against any one or more Parties based on the Regional SRU’s activities, all Parties agree to defer any claims against another participating
agency, its officer(s) or employees until the Underlying Claim is settled or otherwise determined.

Thereafter, any claims between or among Parties shall be resolved in accordance with law.

h. Nothing in this Agreement shall be read as waiving or limiting any defense to claims of liability otherwise available to law enforcement officers, 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 any Party or its officers than would otherwise exist under existing law and the involved Party’s own policies, practices, and procedures.

Personnel assigned to perform services for the SRU shall be deemed to be continuing under the employment of their respective employers, and shall continue to have the same powers, duties, privileges, responsibilities, and immunities as are conferred upon them as peace officers or fire
personnel or other employees in their own jurisdictions.

6. Implementation Guidelines.
The Police Chiefs of all the Parties shall jointly promulgate written guidelines for the implementation of this Agreement. Said guidelines shall be in writing and approved by a majority vote of the Board. Such guidelines may be changed as necessary from time to time.

7. Termination of Agreement.
Each Party may withdraw from participation in this Agreement at any time, without the consent of any other Party, upon giving all Parties 90 days written notice thereof.

8. Third Parties
This Agreement shall not be construed as, or deemed to be an Agreement for the benefit of any third party or parties, and no third party or parties shall have a right of action hereunder for any cause whatsoever.

9. Modification
This Agreement is the entire contract between the parties. This Agreement shall supercede any previous agreements, oral or written, implied or express, between the parties, with respect to implementation and deployment of the Regional SRU. No waiver or modification of this Agreement shall be valid unless it is in writing and executed by the Parties.

10. Independent Advice
Each Police Agency hereby represents and warrants that in executing this Agreement, it does so with full knowledge of the rights and duties it may have with respect to the other. Each Police Agency also represents and warrants that it has received independent legal advice from its attorney with respect to the matters set forth in this Agreement, and the rights and duties arising out of this Agreement.

11. Notices
All notices which are required or allowed under this Agreement shall be given to a Police Agency’s representative on the Board, or that Board Member’s designee. All notices shall be deemed given or sent when deposited, as certified mail or for overnight delivery, postage and fees prepaid, in the United States mails; when delivered to Federal Express, United Parcel Service, DHL WorldWide Express, or Airborne Express, for overnight delivery, charges prepaid or charged to the sender's account; when personally delivered to the recipient; when transmitted by electronic means, and such transmission is electronically confirmed as having been
successfully transmitted; or when delivered to the home or office of a recipient in the care of a person whom the sender has reason to believe will promptly communicate the notice to the recipient.

12. Dispute Resolution
If any dispute arises between the Parties as to proper interpretation or application of this Agreement, the Parties shall first meet and confer in a good faith attempt to resolve the matter between themselves. If the dispute is not resolved by meeting and conferring, the matter shall
be submitted for formal mediation to a mediator selected mutually by the parties. The expenses of such mediation shall be shared equally between the Parties.

13. Termination
This Agreement shall be for an indefinite term unless the Parties implement a joint exercise of powers agreement pursuant to Government Code section 6500, et. seq. (“JPA”) at which time this Agreement shall automatically terminate. Any Party may terminate its participation by
delivering a resolution of termination to the Regional SRU Board thirty (30) days prior to the effective date of such termination. The Parties shall work cooperatively toward the formation of a JPA with the goal being to have the necessary documents taken to each Party’s City Council
or other governing body for consideration by January 1, 2011. The City of Seaside will begin immediately to facilitate the formation of the joint powers authority.

14. Signatures.
This Agreement shall become effective once the Parties' City Council's or other governing body have approved its execution. Attached to this Agreement collectively as Exhibit “B” are the resolutions authorizing each Party to enter into this Agreement. Each Signatory to this Agreement certifies that he or she has the lawful authority to execute this Agreement for and on behalf of the Party named herein.

_______________________________ ______________________________
City of Seaside City of Marina
______________________________ ______________________________
City of Sand City City of Carmel
______________________________ ______________________________
City of Monterey
______________________________ ______________________________
City of Pacific Grove California State University at
Monterey Bay

Exhibit A
Monterey County District Attorney’s Protocol For Officer-Involved Shootings (OIS) and In-Custody Death (ICD) protocol

Exhibit B
Resolutions

CITY COUNCIL: Resolution for Agreement with Burghardt + Dore Advertising, Inc.

Meeting Date: August 4, 2009
Prepared by: Joyce Giuffre, Admin Svcs Director

City Council
Agenda Item Summary

Name: Consideration of a Resolution entering into an agreement with Burghardt + Doré
Advertising, Inc. for destination marketing services in an amount not to exceed
$128,750 in fiscal year 2009/10.

Description: The City has a contract with Burghardt + Doré for destination marketing services. Jeff Burghardt of Burghardt + Doré has developed a marketing plan for the new fiscal year starting July 1, 2009 (see Exhibit “A”).

The City wishes to continue to contract with Burghardt + Doré for the fiscal period
July 1, 2009 through June 30, 2010, per the attached agreement. The City’s approved
FY 2009/10 budget includes $128,750 for Regional Destination Marketing.

Overall Cost: City Funds: $128,750, to be funded from General Fund Account 01-85200.

Staff Recommendation: Staff recommends Council approve entering into an agreement with Burghardt + Doré Advertising, Inc. to provide destination marketing services, as outlined in Exhibit “A”.

Important Considerations: During FY 2008/09, Jeff Burghardt provided marketing services to the City through his firm, Burghardt+Doré. Prior to that time, he provided marketing services to the City through his previous firm, Anda-Burghardt.

Decision Record: 1) Resolution 2009-22 dated April 7, 2009, approving a destination contract with Burghardt + Doré; 2) Resolution 2008-43, dated July 1, 2008, approving a destination marketing contract with Anda/Burghardt Advertising.

Reviewed by:

Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2009-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA ENTERING INTO AN AGREEMENT WITH BURGHARDT + DORÉ ADVERTISING, INC. FOR DESTINATION MARKETING SERVICES IN AN AMOUNT NOT TO EXCEED $128,750 IN FISCAL YEAR 2009/2010

WHEREAS, the City Council has approved funding for destination marketing services for
Fiscal Year 2009/2010; and

WHEREAS, for its fiscal year 2009/10 marketing plans, the City desires to contract with Burghardt + Doré Advertising, Inc. effective July 1, 2009, for services as outlined in Exhibit “A”;

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 the Burghardt + Doré Advertising, Inc.
agreement for fiscal year 2009/10 in an amount not to exceed $128,750 for
destination marketing.

2. Authorize payment from the General Fund account 01-85200 for the professional
services rendered.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 4th day of August 2009 by the following roll call vote:

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

SIGNED:

ATTEST:
_______________________
SUE McCLOUD, MAYOR
______________________
Heidi Burch, City Clerk

AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is entered into on this 1st day of July
2009, by and between the CITY OF CARMEL-BY-THE-SEA, herein
referred to as the "CITY") and Burghardt+Doré, Jeff Burghardt,
President hereinafter referred to as "CONSULTANT".

W I T N E S S E T H
WHEREAS, the CITY has prepared a Destination Marketing Plan; and

WHEREAS, the CITY desires to retain the services of a qualified consultant to assist in the preparation of said Marketing Plan; and

WHEREAS, CONSULTANT represents that they are qualified to perform the services under this Agreement.

NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
1. SCOPE OF SERVICES
A. CONSULTANT shall perform all of the necessary services
and prepare such reports as described as Scope of Services set
forth in Exhibit “A” attached hereto and incorporated herein by
this reference.
Said services and all duties incidental or necessary
thereto shall be performed diligently and competently and in
accordance with professional standards of performance.
2. COMPENSATION
A. The CITY shall pay CONSULTANT for services in
accordance with the detailed scope of work and payment
schedule shown in Exhibit “A” with this agreement an
amount not to exceed one hundred twenty-eight thousand
and seven hundred fifty dollars ($128,750) for
Destination Marketing.
B. Payment of the invoice for services rendered will be
made after acceptance and approval by the CITY within
thirty (30) days of receipt by the City of such
invoice.
Deleted: as
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3. 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 vest with the
CITY.
B. Methodology, materials, software, logic and systems
developed under this Agreement are the property of CONSULTANT
and the CITY, and may be used as CONSULTANT and/or the CITY see
fit, including the right to revise or publish the same without
limitation.
4. GENERAL ADMINISTRATION AND MANAGEMENT
A. The City Administrator for the CITY shall have the
primary administrative responsibility for the CITY under this
Agreement, and shall review and approve Consultant’s invoices to
the CITY under this Agreement.
B. The City Administrator for the CITY shall have primary
responsibility for overseeing and directing Consultant’s
preparation of the Scope of Services, and shall coordinate all
communications with CONSULTANT from the CITY.
5. COMPLETION DATE
A. CONSULTANT shall make every reasonable effort to
complete the listed Tasks according to the Scope of Services as
set forth in Exhibit “A” and during Fiscal Year 2009/2010.
B. 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 their control, nor by factors which could not
reasonably have been foreseen at the time of execution of this
Agreement.
6. SUSPENSION/TERMINATION OF AGREEMENT
A. The right is reserved by the CITY or CONSULTANT to
terminate or suspend this Agreement with or without cause at any
time by giving twenty (20) day’s written notice to the other
party. In that event, all finished or unfinished documents,
19
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date, studies, surveys, drawings, maps, models, photographs and
reports, or other material prepared by CONSULTANT pursuant to
this Agreement shall be delivered to the CITY; and CONSULTANT
shall be entitled to receive just and equitable compensation for
any satisfactory work completed on the project prior to the date
of suspension or termination. The compensation entitled by the
CONSULTANT will be in accordance to the payment schedule
referenced in Exhibit A.
7. ASSIGNMENT
A. This Agreement may not be assigned or otherwise
transferred by either party hereto without the prior written
consent of the other party.
8. ADDITIONAL SERVICES
A. CONSULTANT may be requested to perform additional
services beyond the original Scope of Services as defined in
Exhibit “A”. Such additional services include those due to
abnormal conditions beyond 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 Plan. Such work will be undertaken only upon written
authorization of the CITY based upon an agreed amount of
compensation.
9. NON-DISCRIMINATION/AFFIRMATIVE ACTION
A. CONSULTANT 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. 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.
10. HOLD HARMLESS
A. CONSULTANT is covered by, and agrees to maintain,
general liability insurance for bodily injury and property
damage arising directly from its negligent acts or omissions
with limits as specified below. Certificates of insurance shall
be provided to the CITY upon request. Within the limits and
conditions of such insurance, CONSULTANT agrees to indemnify,
protect, defend and name the CITY, its public officials,
officers and employees as additional insured and hold harmless
20
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from any loss, damage or liability arising directly from any
negligent act or omission by CONSULTANT. CONSULTANT shall not be
responsible for any loss, damage or liability beyond the
amounts, limits and conditions of such insurance. CONSULTANT
shall not be responsible for any loss, damage or liability
arising from any act or omission by the CITY, its agents, staff,
other consultants, independent contractors, third parties or
others working on the project that have not been hired by
CONSULTANT and over which CONSULTANT has no supervision or
control.
11. INSURANCE
A. COVERAGES LIMITS OF LIABILITY
General Liability, including $1,000,000.00 each
Bodily Injury, Property Damage occurrence
and Contractual Liability
Automobile Liability, including $1,000,000.00 each
Bodily Injury and Property occurrence
Damage
B. WORKER’S COMPENSATION
CONSULTANT certifies that it is aware of the
provisions of the Labor Code of the State of California which
require every employer to be insured against liability for
workers’ compensation or to undertake self-insurance in
accordance with the provisions of that Code, and it certifies
that it will comply with such provisions before commencing
performance under this Agreement.
12. INDEPENDENT CONTRACTOR
A. CONSULTANT is, and shall be at all times during the
term of this Agreement, an independent contractor.
13. CONFLICTS OF INTEREST
A. CONSULTANT shall at all time avoid conflicts of
interest, or the appearance of conflicts of interest, in the
performance of this Agreement. CONSULTANT shall file statements
of financial interest, on forms provided by the CITY, to the
extent and at the times required by the City’s Conflict of
Interest Code and applicable law.
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B. During the term of this Agreement, CONSULTANT shall
not directly or indirectly, either as a partner, employer,
employee, consultant, principal, agent or in any individual or
representative capacity, engage or participate in any business
or voluntary activity on behalf of any other party on any
property located within the City without prior written
permission of the City of Carmel-by-the-Sea.
C. During the term of this Agreement, CONSULTANT shall
conduct all communications with non-governmental groups,
agencies, or individuals, exclusively through the CITY.
14. 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):
THE CITY: Rich Guillen, City Administrator
City of Carmel-by-the-Sea
PO Box CC
Carmel-by-the-Sea, CA 93921
CONSULTANT: Jeff Burghardt, President
Burghardt+Doré
PO Box 223491
Carmel, CA 93922
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, CONSULTANT or the CITY, 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 CONSULTANT or to the CITY 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.
15. ATTORNEY’S FEES AND COURT VENUE
A. Should either party to this Agreement bring legal
action against the other, (formal judicial proceeding, mediation
or arbitration), the case shall be handled in Monterey County,
California, and the party prevailing in such action shall be
entitled to a reasonable attorney’s fee which shall be fixed by
the judge, mediator or arbitrator hearing the case and such fee
22
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shall be included in the judgment, together with all costs.
16. AGREEMENT CONTAINS ALL UNDERSTANDINGS: AMENDMENT
A. This document represents the entire and integrated
Agreement between the CITY and CONSULTANT, and supersedes all
prior negotiations, representations and agreements, either
written or oral.
17. GOVERNING LAW
A. This Agreement shall be governed by the laws of the
State of California.
18. SEVERABILITY
A. If any term of this Agreement is held invalid by a
court of competent jurisdiction the remainder of this Agreement
shall remain in effect.
IN WITNESS WHEREOF, the parties have executed this
Agreement on the date first hereinabove written.
CITY
By: ____________________________
Rich Guillen
City Administrator
CONSULTANT
By: __________________________
Jeff Burghardt, President
Burghardt+Doré
Its: __________________________
23
Exhibit A
2009-10 Destination Marketing
SCOPE OF SERVICES
Agency:
Burghardt+Doré Advertising, Inc.
Strategy:
Increase hotel room nights, retail sales, and overall brand awareness by building on the destination marketing
campaigns and website. Target upscale California consumers, especially the core Northern California drive
markets, through advertising, Internet, and PR. Expand Carmel’s marketing reach by targeting niche markets,
especially the lucrative destination wedding industry.
Recommendation:
Launch a summer marketing blitz to capture market share during these slow economic conditions, and continue
with ongoing marketing through the slow season. Enhance the Official Travel Website with a “Wedding Guide,”
“What’s New” page, improved visitor’s map, revised online videos, business directory, and itineraries with images.
The following budget breakdown is recommended:
Marketing: $108,750
Public Relations: $20,000
TOTAL: $128,750
FY/Q1 Budget (Jul-Sep) $75,000
FY/Q2 Budget (Oct-Dec) $25,000
FY/Q3 Budget (Jan-Mar) $15,000
FY/Q4 Budget (Apr-Jun) $13,750
1) Marketing - Scope of Work:
• Marketing and media plan to increase hotel room nights, retail sales, and overall brand awareness
• Execute marketing campaigns (advertising, Internet, and PR)
• Website upgrades and ongoing maintenance to increase room nights and brand awareness
• Video production and editing to keep videos fresh and increase brand awareness
• Business outreach to increase website listings and overall sales
• Provide marketing consulting, as needed
2) Public Relations - Scope of Work
• Feature Stories
• Seasonal press releases
• Manage ongoing press requests and needs
3) Present quarterly reports to the Council
4) Submit written annual report

CITY COUNCIL: Resolution Approving Lease Agreement with National Parking & Valet for City Parking Lots Management

Meeting Date: July 7, 2009
Prepared by: Joyce Giuffre, Admin Svcs Director

City Council
Agenda Item Summary

Name: Consideration of a Resolution approving a lease agreement with National Parking and Valet for the management of City parking lots for the period July 1, 2009 through June 30, 2012.

Description: The City’s current lease agreement with National Parking and Valet is for the management of the parking lot located on the north lot of Sunset Center and the tour bus parking lot located at the corner of Ocean Avenue and Junipero. The original lease agreement commenced on January 1, 2005 and was extended through June 30, 2009.

The new lease agreement calls for a 36-month term commencing on July 1, 2009 and ending on June 30, 2012. The new agreement increases the City’s percentage of gross parking revenues. The City now retains 65% of the gross parking revenues. Based on the new agreement, the percentage will increase to 68.5%, effective July 1, 2009.

Overall Cost: City Funds: Estimate of $45,000-$65,000 per fiscal year (National Valet’s portion of parking revenues)

Staff Recommendation: Approve the new lease agreement with National Parking and Valet for the period July 1, 2009 through June 30, 2012.

Important Considerations: National Valet has effectively managed the Sunset Center north parking lot and tour bus parking areas for several years. The new agreement allows for a larger percentage of parking revenues to be retained by the City, which should result in an estimated revenue increase to the City of approximately $6,000 - $8,000 per year.

Decision Record: The current lease agreement was approved with Resolution 2006-25, dated June 6, 2006.

Reviewed by:

______________________________ _________________
Rich Guillen, City Administrator Date

CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2009 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA APPROVING A LEASE AGREEMENT WITH NATIONAL PARKING AND VALET FOR THE MANAGEMENT OF CITY PARKING LOTS FOR THE PERIOD JULY 1, 2009 THROUGH JUNE 30, 2012

WHEREAS, the City of Carmel-by-the-Sea has a lease agreement with National Parking and Valet for the management of the parking lot located on the north lot of Sunset Center and the tour bus parking lot located at the corner of Ocean Avenue and Junipero; and

WHEREAS, the current lease agreement will expire on June 30, 2009; and

WHEREAS, National Parking and Valet has demonstrated that it has the necessary expertise and experience to monitor the operation and maintenance of the parking kiosks; and

WHEREAS, the City Council desires to extend the lease agreement through June 30, 2012, and increase the percentage of parking revenues retained by the City from 65% to 68.5%.

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 on behalf of the City the attached lease agreement with National Parking and Valet for the period July 1, 2009 through June 30, 2012.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this 7th day of July 2009, by the following roll call vote:

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

SIGNED:

_______________________
SUE McCLOUD, MAYOR

ATTEST:

_____________________
Heidi Burch, City Clerk

LEASE AGREEMENT BETWEEN THE CITY OF CARMEL-BY-THE-SEA AND NATIONAL PARKING AND VALET
This Lease, executed at Carmel-by-the-Sea, California this 1st day of July 2009 by and between the City of Carmel-by-the-Sea (hereinafter referred to as “LESSOR”) and NATIONAL PARKING AND VALET, a division of Pacific Parking & Valet, LLC (hereinafter referred to as “LESSEE”), supersedes all previous agreements between the parties with respect to Premises described herein.

IT IS AGREED between the parties hereto as follows:
1. Description of Premises.
1.1 LESSOR hereby leases to LESSEE, and LESSEE hires from LESSOR, under the terms and conditions hereinafter set forth, those certain improvements located on those certain parcels of land situated in the City of Carmel-by-the-Sea and commonly described as the parking lot located on the north lot of Sunset Center and the tour bus parking lot located at the corner of Ocean Avenue and Junipero Street, Carmel-by-the-Sea, Monterey County, California (hereafter “Premises”).

2. Term.
2.1 The term of this Lease shall be for thirty six (36) months, commencing on July 1, 2009 and ending on June 30, 2012.

3. Compensation.
3.1 LESSEE shall pay to LESSOR sixty-eight and ½ percent (68.5%) of the Gross Revenue as defined herein below. In addition, LESSEE shall pay to LESSOR the sum of $1,000 as set forth in 4.6 of this Agreement. Gross Revenue as referred to above is defined to include, but not be limited to, total receipts from parking collections prior to the payment of local taxes including any possessory use tax, permit and licensing fees, and utilities. Gross Receipts shall exclude parking citation revenues collected by the LESSOR, federal and state income tax, and parking machine parts and maintenance.

3.2 LESSEE acknowledges that the late payment by LESSEE of any rentals due hereunder will cause LESSOR to incur certain cost and expenses not contemplated under this Lease, the exact amount of which will be extremely difficult or impractical to ascertain. Such costs and expenses include, without limitation, administrative and collection costs and processing and accounting expenses. Accordingly, if any rental payment hereunder is not received by LESSOR from LESSEE within ten (10) days from the date it becomes due, LESSEE shall immediately pay to LESSOR, without prior notice or demand, a late charge of five percent (5%) of the then-gross monthly rental. LESSOR and LESSEE agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to LESSOR for its losses sustained by reason of LESSEE’s failure to make timely payment. In no event shall this provision for the payment of a late charge be deemed to grant to LESSEE a grace period or extension of time within which to pay any rental due hereunder or prevent LESSOR from exercising any right or remedy available to LESSOR upon LESSEE’s failure to pay such rental when due, including the right to terminate this Lease.

3.3 Payments are due to the LESSOR by the 10th of the month for the prior month’s receipts. If any rental remains delinquent for a period in excess of thirty (30) days, then, in addition to the late charge provided hereinabove, LESSEE shall pay to LESSOR interest on any rental that is not paid when due at the lesser of eighteen percent (18%) per annum or the maximum interest rate permitted by law (the “Default Rate”), from the thirtieth (30th) day following the date such amount became due, until paid.

4. Use.
4.1 The Premises shall be used only for the commercial parking of motor vehicles, and for purposes incidental thereto. Premises shall be operated between the hours (8:00 a.m. to 6:00 p.m.), or as negotiated with LESSOR. At all other times LESSOR has exclusive use of the Premises. LESSEE agrees to have an attendant available at the lot for daytime Monterey Symphony events, to assist the public with using the parking ticket machines to minimize delays due to user or machine errors. The attendant shall be available for the period of a minimum of one and one-half hours (one hour prior to event through 30 minutes after the event begins for late
arrivals). LESSEE has the responsibility of obtaining a calendar from the Sunset Center so that attendants can be scheduled accordingly.

4.2 LESSEE may operate and make available special event parking, overnight parking, tour bus and/or hostelry valet guest programs from time to time during the term of
this Lease and any extension or renewal thereof. LESSEE shall notify the Carmel-by-the-Sea in advance of any said usages. All revenues generated from such overnight parking programs shall be included in the monthly gross revenue referred to in Section 3.1 hereof.

4.3 LESSEE shall not use or permit the Premises or any part thereof to be used for
any purpose or purposes other than those for which the Premises are hereby leased.

4.4 From time to time, LESSEE may exercise the right to use Premises for afterhours
special events/hospitality purposes for its customers, conditioned upon such use not
conflicting with any of the terms of this Lease.

4.5 In the event of an act of God or a major emergency/disaster which renders
Premises not useable by LESSEE, or requires LESSOR to use Premises for its emergency purposes, all of LESSEE’s obligations hereunder shall cease during LESSOR’s emergency
use and the term of this Lease will be extended for the same period of time LESSEE is unable to use Premises.

4.6 LESSEE shall be permitted to operate the back half of the Sunset Center North Parking Lot from Thursday through Sunday of the AT&T National Pro AM Golf Tournament for a private client. LESSEE will pay LESSOR $1,000 for usage of lot during this time. The front half of the lot will remain open for the general public.

5. Taxes.
5.1 LESSOR shall pay all real estate and/or personal property taxes on the Premises. LESSEE shall pay for permits, fees and a City of Carmel-by-the-Sea business license.

5.2 LESSEE shall pay the Monterey County Possessory Use Tax as assessed by the County of Monterey.

6. Repairs and Maintenance, Utilities.
6.1 LESSEE shall, during the term of this Lease and any renewal or extension hereof, at its sole expense, maintain the Premises in a clean, orderly and good condition, reasonable wear and tear excepted. LESSEE shall not commit or suffer to be committed any waste or any nuisance upon the Premises. LESSEE shall not knowingly commit or willingly permit to occur or be committed any act or thing contrary to the laws and regulations prescribed from time to time by any federal, state or municipal authority. LESSEE shall pay, or cause to be paid, all charges for water, sewer, gas, electricity, light, heat, power, telephone and other utility service used or supplied upon or in connection with the Premises, and all charges for licenses and permits necessary for use of the Premises for the purposes authorized herein. LESSEE shall not permit the accumulation of any rubbish, dirt or refuse on the Premises or on the streets, pathways, sidewalks, planters, curbs or alleys (Mission Street, Eighth Avenue, San Carlos Street and Sunset Center ramp) adjoining the Premises and shall promptly remove all such material.

6.2 LESSEE accepts the Premises as being in good and sanitary order, condition and repair, and shall surrender unto LESSOR Premises in clean and good condition,
reasonable use and wear thereof excepted, upon the termination of this Lease. LESSEE shall provide and pay for ongoing maintenance of landscaping ensuring the natural growth characteristic of same, including the continued watering and maintenance of landscaping and planters for the term of this Lease. LESSOR shall be responsible for maintenance and repair of light poles/lights, electricity and on or by the premises, asphalt damage, and plumbing located on or related to use.

6.3 LESSEE is responsible for obtaining parts and making minor repairs to the parking ticket machines. LESSEE agrees to respond and send an attendant to the lot within 30 minutes of being notified of a parking ticket machine malfunction (as signaled by a red light on the parking ticket machine). LESSOR is responsible for the hardware and software repairs and/or upgrades for the parking ticket machines.

7. Improvements.
7.1 LESSEE shall have the right, from time to time, to make such alterations and improvements to the Premises as shall be reasonably necessary or appropriate in LESSEE’s judgment for LESSEE’s use of the Premises as provided herein, subject to LESSEE’s first obtaining LESSOR’s approval of plans therefore, which consent and approval shall not be unreasonably withheld. All such alterations and improvements shall be deemed to be part of Premises herein described and shall remain upon Premises at the sole discretion of LESSOR, and become the property of LESSOR upon the termination of this Lease or any extension or renewal thereof.

8. Indemnity.
8.1 LESSEE hereby agrees to indemnify, defend and hold LESSOR and its public officials, officers and employees, harmless from and against all liabilities, losses, costs and expenses incurred by LESSOR and claims made against LESSOR for injury or death to persons or damage to property of whatsoever kind or nature (including, without limitation, reasonable attorney’s fees and costs) which are in any way connected with LESSEE’s use or occupancy of Premises or the streets, sidewalks and alleys adjacent thereto.

9. Compliance with the Law.
9.1 LESSEE shall, at its sole cost and expense, comply with all requirements of municipal, state and federal authorities now, or which may hereafter be, in force pertaining to LESSEE’s use or occupancy of the Premises, or LESSOR’s ownership thereof. The judgment of any court of competent, jurisdiction or the admission of LESSEE in any action or proceeding against LESSEE, whether LESSOR be a party thereto or not, that LESSEE has violated any such ordinance regulation or statute in its use or occupancy of the Premises and adjacent areas shall be conclusive of that fact as between LESSOR and LESSEE.

10. Insurance.
10.1 LESSOR shall provide at its own expense and 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, including but not limited to premises, personal
injuries, death, products, and completed operations, with a combined single limit of liability of not less than $1,000,000 per occurrence and not less than $2,000,000 general aggregates, and

b. LESSEE shall maintain workers compensation insurance in accordance with the California Labor Code with a minimum of $1,000,000 per occurrence for employer liability. All insurance required by this Agreement shall be with a company acceptable to LESSOR and authorized by law to conduct insurance business in the State of California. All such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of two (2) years. Each insurance policy shall provide an endorsement naming CITY, its officers, agents, employees and volunteers as Additional Insured and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by CITY and that the insurance of the Additional Insured shall not be called upon to contribute to a loss covered by the insurance CITY. Each insurance policy shall provide that LESSOR shall be given notice in writing at least thirty (30) days in advance of any change, cancellation or non-renewal thereof. Said policy shall provide identical coverage for each subcontractor, if any, performing work under this Agreement, or be accompanied by a certificate of insurance showing each subcontractor has identical coverage. As a condition precedent to LESSOR performance pursuant to this Agreement, LESSEE shall file with a certificate of insurance with the City Risk Management Officer, on or before July 1, 2009, showing that they have in effect the insurance required by this Agreement. LESSEE shall file a new or amended certificate of insurance promptly after any change is made to any insurance policy, which would alter the information on the certificate then on file.

10.2 For all times during the term of this Lease and any extension or renewal hereof, LESSEE shall procure and maintain, at LESSEE’s sole expense, fire and extended coverage, vandalism and malicious mischief and all-risk insurance coverage for its own personal property and leasehold improvements. LESSEE shall submit to LESSOR certificates evincing the insurance required hereunder, which certificates shall name LESSOR and its public officials, officers and employees as additional insureds as its interests may appear and shall contain a written obligation on the part of the insurance carrier (s) named therein requiring that carrier shall notify LESSOR in writing thirty (30) days prior to any cancellation, modification, or nonrenewal thereof for any cause or reason whatsoever.

11. Default and Remedies.
11.1 The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by LESSEE:
a. The vacating or abandonment of Premises by LESSEE.

b. The failure by LESSEE to make any payment of rent or any other payment required to by made by LESSEE hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof from LESSSOR to LESSEE. In the event that LESSOR serves LESSEE with a Notice to Pay Rent or Quit pursuant to applicable unlawful detainer statues, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph.

c. The failure by LESSEE to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by LESSEE, other than described in subparagraph b. above, where such failure shall continue for a period of thirty (30) days after written notice thereof from LESSOR to LESSEE; provided, however, that if the nature of LESSEE’s default is such that more than thirty (30) days is
reasonably required for its cure, then LESSEE shall not be deemed to be in default if LESSEE commences such cure within said thirty-(30)-day period and thereafter diligently prosecutes such cure to completion.

12. No Waiver Implied.
12.1 The continuation by LESSOR of the tenancy of the LESSEE following a breach of the terms hereof by LESSEE shall in no event be considered a waiver by LESSOR of any subsequent breach by LESSEE or of the benefits of any of the provisions thereof or in any way subject LESSOR to legal disability.

13. Eminent Domain.
13.1 If any part of the premises shall be taken or condemned for a public or quasipublic use, and a part thereof remains which is susceptible of occupation hereunder, LESSOR shall have the sole option to terminate this Lease as pertaining to the entire Premises as of the date when title to the part so condemned vests in the condemnor, but this Lease shall as to the parts so take, continue in full force and effect except that the rent payable hereunder shall be adjusted so that LESSEE shall be required to pay for the remainder of the term only such portion of such rent as the value of the part remaining after condemnation bears to the value of the entire Premises at the date of condemnation. If the entire Premises is taken or condemned, or if such part thereof be taken or condemned which renders, in the reasonable judgment of both LESSOR and LESSEE, that portion of the Premises remaining unusable for the uses herein described, this Lease shall terminate upon such taking or condemnation, if a part or all of the premises be taken or condemned, all compensation to be awarded upon such condemnation or taking shall be paid to LESSOR

14. Audit.
14.1 On July 1 of each year during the term of this Lease or any renewal or extension hereof, a representative from LESSOR and a representative from LESSEE shall meet for an audit and review of the parking operation at the request of LESSOR. Any adjustments to the monthly rental shall be paid within thirty (30) days from the completion of the audit.

14.2 In addition, within ten (10) days after the end of each Lease-year, commencing with July 1, 2009 and ending with the tenth (10th) day of the month following the last month of the Lease term, LESSEE shall furnish LESSOR with a statement to be certified as correct by LESSEE or the employee of LESSEE authorized so to certify, which sets forth LESSEE’s gross parking revenue for the year just concluded. With each annual statement, LESSEE shall pay to LESSOR the amount of any additional percentage rent which is payable to LESSOR, considering any installments of percentage rent paid by LESSEE to LESSOR during the previous Lease-year or partial Lease-year, as appropriate. If the annual statement shows that during the previous Lease-year, LESSEE paid more percentage rent than it was obligated to pay under the terms of this Lease, the amount of such overpayment shall be applied to the next installment or installments of minimum rent due or, if such overpayment was in the last year of the Lease term, LESSOR shall refund to LESSEE the full amount of
such overpayment within thirty (30) days of LESSOR’s receipt of the statement. Once with respect to each Lease-Year, and within three (3) years after its end, whether
during or after the term of this Lease, LESSOR may cause an audit of LESSEE’s business by an independent accountant of LESSOR’s own selection, and if LESSEE’s annual statement for such Lease-year is found to be more than two percent (2%) less than the amount of LESSEE’s actual gross parking revenue for the period covered by such statement, LESSEE shall immediately pay the cost of such audit as well as any additional percentage rent shown to be payable by LESSEE, together with interest thereon from the original due date at the default rate specified in Paragraph 12 hereof; otherwise, the cost of such an audit shall be paid by LESSOR. If LESSEE fails to provide to LESSOR any annual statements at the time and in the manner herein specified, such failure shall constitute a default under this Lease and LESSOR shall have the right, in addition to any other rights or remedies it might have hereunder: 1) to require LESSEE to pay an administrative fee of five percent (5%) of the minimum monthly rent set forth in Paragraph 3 hereof for each such default: and 2) to conduct an audit to determine such revenues, and LESSEE shall immediately reimburse LESSOR for the cost of such audit upon written demand by LESSOR. If any annual statement is found to be more than six percent (6%) less than the amount of LESSEE’s gross revenue shown by such audit, such understatement shall be deemed willful and LESSOR may terminate this Lease upon written notice given at any time within thirty (30) days after receipt of the audit by LESSOR. If at any time LESSEE causes an audit of LESSEE’s business at Premises to be made by an independent accountant, LESSEE shall furnish LESSOR a copy of the report of such audit at no cost to LESSOR within ten (10) days from LESSEE’s receipt of such audit report.

14.3 The acceptance by LESSOR of any monies paid to LESSOR by LESSEE as percentage rent for Premises as shown by any annual statement furnished by LESSEE shall not be an admission of the accuracy of such statement, or of the sufficiency of the amount of percentage rent payments, but LESSOR shall be entitled at any time within three (3) years from the end of the Lease-year for which any such percentage rent payments have been made to question the sufficiency of the amount paid and/or the accuracy of the statement or statements furnished by LESSEE to justify the amount. LESSEE shall, for each period of three (3) years, including the three (3) years, following the end of the term of this Lease, keep safe and intact all of the records, books, and accounts relevant to the gross parking revenue generated on Premises and shall, upon request, make such records available to LESSOR, LESSOR’s auditor, representative or agent for examination at any reasonable time during such period.

14.4 LESSEE shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Agreement; the accounting and control systems shall be satisfactory to LESSOR. LESSOR and LESSOR’s auditor shall be afforded access to LESSEE’s records, books, correspondence and other data relating to this Agreement. LESSEE shall preserve these records, books, correspondence and other data relating to this Agreement for a period of three (3) years after final payment, or for such longer period as may be required by law. In addition, LESSEE agrees to make said records, books, correspondence and other data relating to this Agreement available to LESSOR as LESSOR’s principal place of business upon 72 hours written notice.

15. Rates, Distribution, Stall Count.
15.1 Specifications and rates, Sunset Center Parking Summary (all subject to review, change and approval by Resolution of LESSOR’s City Council):
Stall Count:
Standard (9 x 18) 71
Compact (8 x 16) 64
Distribution of Stalls:
Monthly Permits __Approx 70
Transient __Approx 65
Rates:
Monthly $ ___60___ / month
Transient $ ___3.00__/ hour
($20.00 daily maximum)
Sunset Center Special Events No charge after 5 p.m.

16. LESSOR’s Access.
16.1 LESSOR and LESSOR’s agents shall have the right to enter Premises at reasonable times for the purpose of inspecting the same, showing the same to prospective
purchasers, lenders or lessees, and make such alterations, repairs, improvements or additions to Premises as LESSOR may deem necessary or desirable. During the last one hundred and twenty (120) days of the term of this Lease, LESSOR may, at any time, place on or about Premises any ordinary “For Lease” signs, all without rebate of rent to LESSEE or liability to LESSOR.

17. Assignment and Subletting.
17.1 In consideration for the favorable rental and lease terms and conditions, this
Lease is personal to LESSEE and as such LESSEE shall not sell, transfer, assign, mortgage or hypothecate this Lease, or any interest in this Lease, nor permit the use of Premises by any person or persons other than LESSEE, nor sublet Premises or any part thereof. However, in the event that LESSEE desires to sell, transfer, assign, sublet, mortgage or hypothecate this Lease or any interest therein, the parties hereto agree that it shall be reasonable for LESSOR’s consent thereto, if any, to be predicated, in part, upon the financial and professional qualifications of the proposed successor in interest as well as the proposed successor’s willingness to pay additional rent in an amount then designated by LESSOR to be the then-fair market rental for similar space in the vicinity of Premises and it shall be
reasonable that such consent shall be subject to a document preparation fee of not less than one thousand dollars ($1,000). Consent to any of the aforementioned acts shall not operate as a waiver of LESSOR’s right to terminate this Lease in the event of a sale, transfer, assignment or sublease of Premises.

18. Hold-Over Tenant.
18.1 It is covenanted that there shall be no renewal of this Lease, except upon
execution of a written agreement, and the fact that LESSEE may continue in possession of Premises without the written consent of LESSOR, shall not operate to renew this Lease. If LESSEE should hold over after the expiration of the term hereof without the written consent of LESSOR, LESSEE shall be deemed to be a tenant at sufferance. This provision for holdover tenancy is not to be construed as limiting the rights or remedies otherwise available to LESSOR to remove LESSEE, or to limit the rights of LESSOR or LESSEE to resolve any dispute relating to rental for any option period. In the event of a holdover, the rent will be the then-current base rent plus five hundred dollars ($500) per month.

19. Capital Improvements.
19.1 Cost and / or installation of any future capital improvements proposed by either party shall be negotiated in good faith at the time of any renewal date of this Lease Agreement.

20. Binding on Successor.
20.1 Subject to the provisions contained in this Lease, the covenants and conditions
of each party herein specified shall apply to and bind the heirs, executors, administrators and successors of such party.

21. Notices.
21.1 All notices to be given to LESSEE or LESSOR shall be made in writing and
shall be deemed delivered upon receipt either personally or by registered or certified mail addressed as follows:

LESSEE LESSOR:
Pacific Parking and Valet, LLC City of Carmel-by-the-Sea
dba National Parking and Valet Attn: Rich Guillen
578 A. Houston Street Box CC
Monterey, CA 93940 Carmel-by-the-Sea, CA 93921

22. Attorney’s Fees.
22.1 If either party hereto should bring any suit against the other party hereto
(formal judicial proceeding, mediation or arbitration), for the breach of any term, covenant, condition or obligation herein contained to be kept by such other party for the recovery of any sum due hereunder, or to recover possession of Premises, or for any summary action for forfeiture of this Lease or to prevent further violations of any of its terms, covenants, conditions, or obligations, or for any other relief then, and in that event, the case shall be handled in Monterey County, California, and the prevailing party in such suit or summary action shall be entitled to a reasonable attorney’s fee to be fixed by the judge, mediator or arbitrator hearing the case and such fee shall be included in the judgment, together with all costs.

23. Governing Law.
23.1 This Lease shall be governed by the laws of the State of California.

24. Agreement Contains All Understandings; Amendment.
24.1 This document represents the entire and integrated Agreement between LESSOR and LESSEE and supersedes all prior negotiations, representations, and agreements, either written or oral.

25. Hazardous Materials
25.1 For the purposes of this Agreement, a “hazardous material” is defined to mean any substance, material or waste, including asbestos and petroleum (including crude oil or any fraction thereof), which is or becomes designated, classified or regulated as being “toxic,” “hazardous,” a “pollutant” or similar designation under any federal, state or local
law, regulation or ordinance.

25.2 LESSEE shall not bring onto, or install, or permit to be brought onto or installed on the Premises any hazardous materials as defined in article 25.1 above.

25.3 LESSEE agrees to indemnify, defend and hold LESSOR harmless from and against all liabilities, claims, actions, damages, costs and expenses or loss arising out of or resulting from the presence of any hazardous material brought or installed or permitted to be brought or installed by LESSEE upon the demised premises.

26. Compliance with Laws, Ordinances, Regulations, Etc.
26.1 LESSEE shall comply with all laws, ordinances, regulations, covenants,
conditions and restrictions now or hereafter affecting the Premises or any part thereof or requiring any alterations or improvements, including without limitation: (a) all Hazardous Materials Laws; (b) the Americans with Disabilities Act, Public Law 101-336 (the “ADA”); (c) shall not commit or permit any waste or deterioration of the Premises or the improvements; (d) shall not allow changes in the use for which all or any part of the Premises or the improvements were intended; (e) and shall not initiate or acquiesce in a change in the zoning classification of the Premises or the improvements without prior consent of LESSOR.

IN WITNESS WHEREOF, the parties hereto have set their hands this _____day of
______________, 200 ___.

LESSOR: LESSEE:
CITY OF CARMEL-BY-THE-SEA NATIONAL PARKING & VALET, a
division of PACIFIC PARKING &
VALET, LLC
__________________________ ____________________________
Rich Guillen Steven E. Summers
City Administrator Managing Operating Partner