Loading...
1997-053-Execute And Agreement With Public Affairs Management To Facilitate Meetings Of The General Plan Task ForceRESOLUTION 1997 -53 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH PUBLIC AFFAIRS MANAGEMENT TO FACILITATE MEETINGS OF THE GENERAL PLAN TASK FORCE WHEREAS: A. The Town Council of the Town of Los Gatos has established a General Plan Task Force to develop a vision for Los Gatos in year 2020. B. The General Plan Task Force will hold six meetings which require the services of a professional facilitator. RESOLVED: Public Affairs Management is selected to facilitate the meetings of the General Plan Task Force pursuant to the Agreement contained in Exhibit A attached hereto and described in the Scope of Work attached to the Agreement as Exhibit A - Agreement. 2. The Town Manager is authorized and directed to execute the Agreement contained in Exhibit A attached hereto on behalf of the Town. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 2nd day of June, 1997 by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Jan Hutchins, Linda Lubeck, Joanne Benjamin NAYS: None ABSENT: None ABSTAIN: None SIGNED:G IA�YOR OF THE TOWN O OS GATOS -LOS GATOS, CALIFORNIA ATTEST: `-0 CLERK OF THE TOWN OF LOStGATOS LOS GATOS, CALIFORNIA AGREEMENT FOR MEETING FACILITATION CONSULTANT SERVICES THIS AGREEMENT is entered into this day of 19_, by and between the Town of Los Gatos, State of California, herein called the "Town ", and "Public Affairs Management ", engaged in providing meeting facilitation consulting services herein called the "Consultant ". RECITALS A. The Town is considering establishing a General Plan Task Force that will conduct a series of public meetings to initiate the General Plan Update process. B. The Town desires to engage a meeting facilitation consultant to provide consulting services in conjunction with the General Plan Task Force, because of Consultant's experience and qualifications to perform the desired work. C. The Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Obiectives. The Task Force will endeavor to develop a community consensus about the vision for Los Gatos in the next century (2020) by : A. Assessing the General Plan, Hillside Specific Plan and Downtown Specific Plan to determine if these plans will guide the Town in reaching its desired goals and to identify issues that need to be addressed. B. Listing the identified issues in order of importance. C. Recommending which policies of the General Plan and/or Specific Plans need to be examined and studied further by other Town bodies, and offer some preliminary approaches. D. Reaching decisions by consensus rather than formal votes. Revised: March 11, 1997 Page 1 of 8 N: ®DEV®BUDnFCON. WPD EXHIBIT sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 5. Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 6. Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 7. Compensation. Compensation for Consultant's professional services shall not exceed $44,590; and payment shall be based upon Town approval of each task. Billing shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. 8. Availability of Records. Consultant shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 9. Project Manager. The Project Manager for the Consultant for the work under this Agreement shall be Daniella Hamilton. 10. Assignability and Subcontracting. The services to be performed under this Agreement Revised: March 11, 1997 Page 3 of 8 N:3DEV ®BUD®TFCC,N. WPD are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 11. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: Lee E. Bowman Planning Director PO Box 949 Los Gatos, CA 95031 To Consultant: Damella Hamilton Public Affairs Management 101 The Embarcadero, Suite 210 San Francisco, CA 94105 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 12. Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 13. Conflict of Interest. Consultant understands that its professional responsibilities is solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately Revised: March 11, 1997 Page 4 of 8 N: ®DEV®BUDnFCC,N. WPD disassociate itself from such an interest should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 14. Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. 15. Insurance. A. Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him /her and his /her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him /her and his /her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. Revised: March 11, 1997 Page 5 of 8 N: ®DEV ®BUDWrFCCiQ. WPD B. General Liability: i. The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self- insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. D. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. 16. Indemnification. The Consultant shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act Revised: March 11, 1997 Page 6 of 8 N:®DEV$BUDnFCCN.WPD or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. 17. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 18. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior or Municipal Court of the County of Santa Clara. 19. Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen (15) days written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement pursuant to Exhibit A hereto, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 20. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 21. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, as well as costs not to exceed $7,500 in total. 22. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Revised: March 11, 1997 Page 7 of 8 N:ODEV sBUDnFCCN. WPD IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the date indicated on page one (1). Town of Los Gatos David W. Knapp, Town Manager Town of Los Gatos ATTEST: Public Affairs Management Consultant: Print Name Title Clerk of the Town of Los Gatos, Approved as to Form: Los Gatos, California Marian V. Cosgrove, Town Clerk Larry E. Anderson, Town Attorney Revised: March 11, 1997 Page 8 of 8 N:�DEVaBUDnFCON.WPD Town of Los Gatos General Plan Task Force Meeting Facilitation and Report Preparation SCOPE OF WORK Objectives The Task Force will identify and prioritize issues relative to each plan (the General Plan, the Hillside Development Specific Plan, and the Downtown Specific Plan) that will need to be addressed in the Tow's update process. Through investigation, discussion , and consensus building, the task force will develop preliminary guidance for the Council toward resolving these issues. The objectives of the General Plan Task Force are as follows: a) Identify issues and inconsistencies within and between the General Plan, Hillside Specific Plan, and Downtown Specific Plan. b) Prioritize the issues for discussion and analysis c) Provide a recommendation to the Council for updating the General Plan, Hillside Specific Plan, and Downtown Specific Plan. Approach Developing Group Cohesiveness for Consensus Building • The information included by Task Force members in their applications will provide a valuable profile of the Task Force members which will allow us to tailor strategic small -group activities in a manner that best serves the Task Force members. • Each meeting will be designed to provide periods of intense teamwork and brainstorming punctuated by regular breaks and opportunities to have a snack, stretch our legs, and re- energize for the next phase. This atmosphere will support a high level of camaraderie and momentum to carry the Task Force forward through their responsibilities. • At the first meeting, the facilitation team will clarify the roles of all participants (facilitators, task force members, Town staff, Council representatives, and members of the public) and establish some initial groundrules and guidelines for task force activities. This initial introduction to the overall structure of the process provides a framework for consensus - building that will allow all participants to contribute to task force goals and objectives, and ultimately arrive at the desired outcome. • As meetings progress, the facilitation plan will include regular opportunities for the task force members to assess their performance as a team and to evaluate and celebrate their own progress. The facilitation program will regularly provide feedback to the task force, letting them know that they are moving forward and accomplishing an important component of the community's long -range planning process. • The facilitation program will be flexible enough to accommodate the individual style of the task force members, giving natural leaders opportunities to lead, and gently soliciting input from less forthcoming individuals. The Value of Consensus in the General Plan Update Process • Although the Task Force is not charged with providing definitive answers to the Council on issues identified in this process, a certain level of consensus will be needed in order to agree on the issues and then prioritize them for the Final Report. Therefore, the facilitation team will concentrate on helping the task force members to define and articulate their issues and concerns while supporting and affirming the validity of various, and sometimes conflicting, viewpoints. • Decision analysis techniques will be utilized to obtain consensus on prioritization of issues. Facilitators will provide structural assistance in understanding the relationship between identified issues and the way in which they may be interdependent and prioritized accordingly. For example, certain suggested revisions to a particular land use policy may be connected to another policy regarding circulation. The task force will need to consider this when identifying the order in which the Council may address the list of issues. Facilitation • Progress toward consensus in a task force is incremental. The facilitator must build on small agreements, and turn areas of impasse into areas of opportunity for clarifying the mission of the task force. Task 2 - Project Management One monthly planning meeting with Town Staff will be held between Task Force meetings to plan staff presentations and upcoming meeting activities (total of 6 meetings). Telephone conferences with Town Staff will be held as needed throughout the duration of the project. Monthly progress reports will accompany all invoices submitted to the Town. Task 3 - Meeting Materials PAM will provide an agenda or meeting outline, informational materials, and a summary of the previous meetings to each Task Force Member and key Staff and Councilmembers prior to each meeting. PAM will also provide binders for each Task Force Member and key Staff and Councilmembers. All informational materials will be provided on 3 -hole punched paper. PAM and Staff will work together to provide visual aids (e.g., maps, overheads, display boards). The Town will be responsible for most of these items. PAM will provide sign -in sheets, identifying placecards, comment forms, and agendas. Task 4 - Final Report As directed by the Task Force, PAM (with assistance from Town Staff) will prepare a Draft Final Report summarizing Task Force activities, including a prioritized list of Task Force issues and concerns related to potential changes to the General Plan and Specific Plans. This Draft Final Report will be reviewed by the Task Force at the December meeting. PAM will make any revisions as directed by the Task Force, and the Final Report will be presented to the Town Council in January of 1998. Project Budget Labor $38,000 Expenses $7,590 TOTAL 45,590 • Regular communication between facilitators and the Town will ensure that the schedule is maintained and that the Council's goals for the Task Force is being met. • Planning ahead for contingencies can make the process run smoothly, but there is no substitute for being able to think on our feet. Improvisation is a necessity in public involvement, because people can be unpredictable. The approach to facilitation of the General Plan Task Force activities must remain flexible enough to respond to the unique interests and concerns of the task force, while providing the structure that will allow the Town to produce updated planning documents that reflect the vision of the community within the schedule established by the Council. • Structure and support for the task force will be provided, using concise agendas, brief and informative meeting preparation materials, and regular communication throughout the process. Ms. Hamilton will facilitate the regularly schedules meetings, with the occasional support of Town staff when needed to provide historic context of planning documents, or when Town staff wishes to participated for purposes of continuity in the General Plan update process. The meetings will include informative presentations by Town staff, and visioning exercises to focus task force members on the long -range outcome of their planning efforts. The occasional use of break -out groups would require assistant facilitators from Town staff or from the PAM facilitation team. • Proceedings of the meetings will be recorded on flip- charts by a planning assistant from Public Affairs Management, and brief meeting summaries will be prepared following each meeting. These summaries will be included in the meeting preparation packets prepared for the next meeting. Meeting preparation packets will also include follow -up information gathered by the PAM team and Town staff in response to questions from the task force, information related to upcoming discussion items, and an agenda for the upcoming meeting. Task force members will receive the information packet between each meeting to keep everyone on track and on schedule. Task 1 - Task Force Meetings Public Affairs Management will plan and facilitate six meetings of the Task Force. One of these meetings will include a Town Tour for the Task Force. Daniella Hamilton will be the primary facilitator. She will be assisted by a Recorder who will tape the meetings and record the proceedings on flip- charts. PAM staff will attend one Town Council meeting in January to present the Final Report of the Task Force.