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2011020705 - Adopt A resolution Authorizing the town RRM Consultants - North 40 Specific PlanN MEETING DATE: 02/07/11 ITEM NO. COUNCIL AGENDA REPORT DATE: January 27, 2011 TO: MAYOR AND TOWN COUNCIL FROM: GREG LARSON, TOWN MANAGER SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH RRM DESIGN GROUP TO SERVE AS A CONSULTANT TO THE TOWN FOR PREPARATION OF THE NORTH 40 SPECIFIC PLAN, EXECUTE A REIMBURSEMENT AGREEMENT FOR STAFF TIME, AND EXECUTE A REIMBURSEMENT AGREEMENT FOR CONSULTANT TIME AND RESOURCES ASSOCIATED WITH DEVELOPING AND PROCESSING THE NORTH 40 SPECIFIC PLAN AND ENVIRONMENTAL IMPACT REPORT RECOMMENDATION A. Adopt a resolution authorizing the Town Manager to: 1. Execute an agreement with RRM Design Group to serve as a consultant to the Town under the supervision of the Director of Community Development; 2. Execute a reimbursement agreement to compensate the Town for staff time associated with developing and processing the North 40 Specific Plan; and 3. Execute a reimbursement agreement for consultant work associated with developing and processing the North 40 Specific Plan. BACKGROUND The North Forty Specific Plan will determine the mix of uses for the 40 +/- acre property that is bounded by Los Gatos Boulevard on the east, Highway 85 on the north, Highway 17 on the west and Lark Avenue on the south. The conceptual development plan includes mixed residential development (apartments, condominiums, townhomes, lofts, and flats over commercial) ofup to 750 dwelling units and up to 580,000 square feet of non - residential uses (retail, office, entertainment development and possibly a hotel). The conceptual design calls for two and three story buildings with limited exceptions of four or possibly five story buildings for the hotel. � ''`` PREPARED BY : U Wendie R. Rooney, Director of Community Development Reviewed by: L ,Assistant Town Manager T own Attorney Clerk Finance Community Development Reformatted: 5/30/02 Revised: 1/27/11 4:58 PM PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: NORTH 40 SPECIFIC PLAN -RRM CONTRACT February 2, 2011 The majority landowner, the Yuki Family, has contracted with Grosvenor Americas for development of a mixed use project. Completion of the specific plan is intended to facilitate the implementation of the General Plan land use designation, policies and development principles that have been established for the North 40 area. DISCUSSION: On October 29, 2010, the Town distributed a Request for Proposal (RFP) for updating and completing the Specific Plan for the North 40 area. Three proposals were received and the candidate firms were interviewed by a panel of Town staff in early January. The review panel unanimously concluded that RRM Design Group (RRM) is the best qualified to meet the needs of the Town. Once the consultant agreement has been executed, a detailed scope of work and time line will be completed by staff and the consultant. Qualifications RRM has been in business for 36 years and is a multi - disciplinary firm that includes planning, design and engineering professionals. RRM has prepared more than 75 specific plans for communities throughout the state, including local jurisdictions such as the Cities of Scotts Valley and Gilroy. RRM's qualifications include the following: • Extensive specific plan portfolio • Understanding of codes, policies and design guidelines • Successful completion of mixed use planning and design projects • Public and private section experience • Successful community involvement • In -house infrastructure and utility professionals Oversight Committee Traditionally, the Town has utilized an oversight committee when developing new programs or policies that includes design guidelines or standards. For example, the Hillside Development Standards & Guidelines plan was reviewed by the Architectural Standards /Hillside Committee as the document was being developed. An oversight committee would review and provide input at key milestones while the plan is being developed. Those comments and recommendations would be forwarded to the Planning Commission and Town Council when the draft specific plan is considered, or during the development process in the case of elements that require direction or decisions. It is anticipated that the oversight committee would meet three to four times during the specific plan process. There are several options for the oversight committee as follows: 1. Create a sub - Committee of the Town Council 2. Create a task force comprised of community members 3. Designate the General Plan Committee 4. Determine that an oversight committee is not needed PAGE 3 MAYOR AND TOWN COUNCIL SUBJECT: NORTH 40 SPECIFIC PLAN -RRM CONTRACT February 2, 2011 Staff recommends that the General Plan Committee (GPC) serve as the oversight review body during the drafting of the Specific Plan. The GPC includes members of the Town Council, Planning Commission, Community Services Commission, a business owner, and two community members and is large enough to provide a range of opinions and valuable input. Staff further recommends providing monthly status reports to the Town Council. It is anticipated that the majority of the reports will be included on the Consent Calendar; however, consistent with Town Council Policy any of these reports can be placed on the regular agenda by Council or community members. Moreover, pursuant to the Planning Commission's existing practices, the Commissioners who serve on the GPC would provide regular updates to the Commission during the planning process. Lastly, staff anticipates that there will be a number of elements of the specific plan process that will require Town Council direction, such as the design of the community outreach program. Reimbursement Agreement Staff is requesting that the Town Council authorize the Town Manager to execute two agreements between the Town and the North 40 principal developer, Grosvenor. One contract would commit Grosvenor to reimbursing the Town for the staff time and resources that are anticipated in developing and processing the North 40 Specific Plan and the Environmental Impact Report. This would include Planning Staff, Engineering Staff, and the Town Attorney costs. The second agreement commits Grosvenor to reimbursing the Town for all consultants engaged in the development and processing of the Specific Plan and Environmental Impact Report. Both of these agreements are staff s best estimates of the cost associated with developing and processing these two documents. A contingency would be included with both agreements in case the estimates are low. Staff will track their time on the project and submit monthly invoices that account for all costs. Pursuant to State Law provisions, the Town will also prepare a reimbursement agreement that will compensate Grosvenor a pro -rata share of the cost of the Specific Plan when subsequent properties that are not under their control develop in the North 40 Specific Plan project area. Staff anticipates that Town costs associated with processing subsequent land entitlements (architectural and site applications, and subdivisions) and construction will be secured through a forthcoming development agreement between the Town and Grosvenor. FISCAL IMPACT The cost for preparation of the specific plan and corresponding environmental review will be paid for by the developer. There will not be any fiscal impacts to the Town. PAGE 4 MAYOR AND TOWN COUNCIL SUBJECT: NORTH 40 SPECIFIC PLAN -RRM CONTRACT February 2, 2011 CONCLUSION Staff recommends that the Council adopt the resolution (Attachment 1) authorizing the Town Manager to: 1. Execute an agreement with RRM Design Group to serve as a consultant to the Town under the supervision of the Director of Community Development 2. Execute a reimbursement agreement to compensate the Town for staff time associated with developing and processing the North 40 Specific Plan, and 3. Execute a reimbursement agreement for consultant work associated with developing and processing the North 40 Specific Plan Attachments Resolution and consultant contract Distribution: Debbie Rudd, RRM Design Group, 3765 S. Higuera St., Ste. 102, San Luis Obispo, CA 93401 Don Capobres, Grosvenor, 1 California St., Ste. 2500, San Francisco, CA 94111 WRR:SD:ct N: \DEV \TC REPORTS \2011\NOSP- RRMcontract,02 -07 -11 TC.(2).doc" AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT is dated for identification this day of February 2011 and is made by and between TOWN OF LOS GATOS, a California municipal corporation, ("Town ") and RRM Design Group, ( "Consultant "), whose address is 3765 S. Higuera Street, Suite 102, San Luis Obispo, CA 93401. This Agreement is made with reference to the following facts. I. RECITALS 1.1 The Town is undertaking the preparation of a Specific Plan for the North 40 (area bound by Highway 85 on the north, Lark Avenue on the south, Highway 17 on the west and Los Gatos Boulevard on the east). 1.2 The Town desires to engage a qualified consultant to work with Town staff and the development team to conduct field work, review and analyze conceptual development plans, facilitate community outreach and prepare a Specific Plan. 1.3 The Town desires to engage the Consultant based on experience and qualifications in preparation of specific plans and community outreach and meeting facilitation. 1.4 The Consultant represents and affirms that the firm is qualified and willing to perform the desired work pursuant to this Agreement. II. AGREEMENTS 2.1 Scope of Services The Consultant shall provide the services listed below. a. Work with Town staff and the developer's design team to prepare a detailed work program, including schedules of dates, activities, and deliverable work products. b. Interface with the environmental consultant and staff as needed . for preparation required environmental documents. C. Develop a community outreach program, including meetings with North 40 property owners. d. Community outreach including facilitation of meetings with school districts, service groups and other stakeholder agencies and organizations. e. Attendance at scoping meetings) with staff. f. Field visits and documentation of existing site conditions, using existing information where applicable. g. Draft Specific Plan, including land use, design and dimensional standards, signage and infrastructure sections, incorporating land use concepts, standards, criteria and policies from the Los Gatos Boulevard Plan and Commercial Design Guidelines. h. Assistance in preparation of staff reports. i. Attendance and presentation at public hearings as needed. 2.2 Time of Performance The services of Consultant are for up to a two year period that will commence upon the execution of the contract. Page 1 of 7 2.3 Compliance with Laws The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature 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. 2.4 Sole Responsibility Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 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. 2.6 Compensation Compensation for Consultant's professional services shall not exceed four hundred and three fifty thousand eight hundred and fifty seven dollars ($403,857). Payment shall be based upon Town approval of specified tasks in the scope of work. 2.7 Billing. 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. Payment shall be net thirty (30) days. All invoices and statements to the Town shall reference the Town's purchase order number and be addressed as follows: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031 2.8 Project Manager The Project Manager for the Town for the work under this Agreement shall be Suzanne Davis. The Project Manager for the Consultant for the work under this Agreement shall be Debbie L. Rudd. Page 2 of 7 2.9 Availability of Records Consultant shall maintain the records supporting this billing for not less than three 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. 2.10 AssigLiability and Subcontracting The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 2.11 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. 2.12 Conflict of Interest Consultant understands that its professional responsibilities are 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 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. 2.13 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. Page 3 of 7 III. INSURANCE AND INDEMNIFICATION 3.1 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. iii. 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. 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. iii. 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. Page 4 of 7 3.2 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. 3.3 Workers' Compensation Consultant shall obtain and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town. Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. 3.4 Indemnification The Consultant shall save, keep, hold harmless and 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 or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. IV. GENERAL TERMS 4.1 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. 4.2 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 Court of the County of Santa Clara. 4.3 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 days (15) 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, 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. 4.4 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. 4.5 Disputes In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. Page 5 of 7 4.6 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: Suzanne Davis Town of Los Gatos 110 E. Main Street P.O. Box 949 Los Gatos, CA 95031 To Consultant: Debbie L. Rudd RRM Design Group 3765 S. Higuera Street, Suite 102 San Luis Obispo, CA 93401 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 4.7 Order of Precedence In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect to the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. 4.8 Entire Agreement This Agreement, including Exhibit A, 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. Page 6of7 In WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos Greg Larson, Town Manager Town of Los Gatos . Consultant: John B. Wilbanks. Principal RRM Design Group Department Approval: Wendie Rooney Community Development Director ATTEST: Town of Los Gatos Approved as to Form: Jackie Rose Clerk Administrator N:\ DEVW greements \RRMDesigncontractN40SP -2011 doex.rtf Judith Propp Town Attorney Page 7of7 THIS PAGE INTENTIONALLY LEFT BLANK