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.
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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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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