Cupertino City Council
October 4, 2022

CITY OF CUPERTINO
CITY C
OUNCIL
AGENDA
10350 Torre Avenue, Council Chamber and via Teleconference Tuesday, October 4, 2022
6:45 PM
Televised Regular City Council Meeting

IN-PERSON AND TELECONFERENCE / PUBLIC PARTICIPATION INFORMATION Memb
ers of the public wishing to observe the meeting may do so in one of the following ways:
1) Attend in person at Cupertino Community Hall, 10350 Torre Avenue. 2) Tune to Comcast Channel 26 and AT&T U-Verse Channel 99 on your TV. 3) The meeting will also be streamed live on and online at www.Cupertino.org/youtube and www.Cupertino.org/webcast
Members of the public wishing to comment on an item on the agenda may do so in the following ways:
1) Appear in person at Cupertino Community Hall. Members of the audience who address the City Council must come to the lectern/microphone, and are requested to complete a Speaker Card and identify themselves. Completion of Speaker Cards and identifying yourself is voluntary and not required to attend the meeting or provide comments. 2) E-mail comments by 4:30 p.m. on Tuesday, October 4 to the Council at [email protected]. These e-mail comments will also be forwarded to Councilmembers by the City Clerk’s office before the meeting and posted to the City’s website after the meeting.
3) E-mail comments during the times for public comment during the meeting to the City Clerk at [email protected]. The City Clerk will read the emails into the record, and display any attachments on the screen, for up to three minutes (subject to the Mayor’s discretion to shorten time for public comments). Members of the public that wish to share a document must email [email protected] prior to speaking.

Members of the public may provide oral public comments during the meeting as follows:

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Oral public comments will be accepted during the meeting. Comments may be made d
uring “oral communications” for matters not on the agenda, and during the public comment period for each agenda item.

Teleconferencing Instructions
To address the City Council, click on the link below to register in advance and access the meeting:

Online
Register in advance for this webinar:
https://cityofcupertino.zoom.us/webinar/register/WN_C1pKgj5fRKm4hPuS-ZrvEw Phone
Dial: 669-900-6833 and enter Webinar ID: 965 4075 5789 (Type *9 to raise hand to speak, *6 to unmute yourself). Unregistered participants will be called on by the last four digits of their phone number.

Or an H.323/SIP room system:

H.323:
162.255.37.11 (US West)
162.255.36.11 (US East)
Meeting ID: 965 4075 5789
SIP: [email protected]
After registering, you will receive a confirmation email containing information about joining the webinar.

Please read the following instructions carefully:

1. You can directly download the teleconference software or connect to the meeting in your internet browser. If you are using your browser, make sure you are using a current and up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers, including Internet Explorer.

2. You will be asked to enter an email address and a name, followed by an email with instructions on how to connect to the meeting. Your email address will not be disclosed to the public. If you wish to make an oral public comment but do not wish to provide your name, you may enter “Cupertino Resident” or similar designation.

3. When the Mayor calls for the item on which you wish to speak, click on “raise hand,” or,

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if you are calling in, press *9. Speakers will be notified shortly before they are called to speak.

4. When called, please limit your remarks to the time allotted and the specific agenda topic.

In compliance with the Americans with Disabilities Act (ADA), anyone who is planning to attend this teleconference City Council meeting who is visually or hearing impaired or has any disability that needs special assistance should call the City Clerk's Office at 408-777-3223, at least 48 hours in advance of the Council meeting to arrange for assistance.

In addition, upon request, in advance, by a person with a disability, City Council meeting agendas and writings distributed for the meeting that are public records will be made available in the appropriate alternative format.

PLEDGE OF ALLEGIANCE
R

OLL CALL

CEREMONIAL MATTERS AND PRESENTATIONS

1. Subject: Consider acceptance of grant funds presented by Assemblymember Evan Low for Jollyman All-Inclusive Playground and McClellan Road Bridge and a certificate of appreciation for the grant funds
Recommended Action: Accept grant funds presented by Assemblymember Evan Low for Jollyman All-Inclusive Playground and McClellan Road Bridge, and present a certificate of appreciation for the grant funds
Presenter: Chad Mosley, Assistant Director of Public Works A - Certificate of Appreciation

2. Subject: Consider a proclamation recognizing October as Hindu Heritage and Awareness Month
Recommended Action: Present proclamation recognizing October as Hindu Heritage and Awareness Month
A - Proclamation

3. Subject: Consider a proclamation recognizing October as Breast Cancer Awareness Month
Recommended Action: Present proclamation recognizing October as Breast Cancer Awareness Month
A - Proclamation
RECESS - 15 Minutes
P

OSTPONEMENTS AND ORDERS OF THE DAY

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ORAL COMMUNICATIONS
This portion of the meeting is reserved for persons wishing to address the Council on any matter within t
he jurisdiction of the Council and not on the agenda. The total time for Oral Communications will ordinarily be limited to one hour. Individual speakers are limited to three (3) minutes. As necessary, the Chair may further limit the time allowed to individual speakers, or reschedule remaining comments to the end of the meeting on a first come first heard basis, with priority given to students. In most cases, State law will prohibit the Council from discussing or making any decisions with respect to a matter not listed on the agenda. A councilmember may, however, briefly respond to statements made or questions posed by speakers. A councilmember may also ask a question for clarification, provide a reference for factual information, request staff to report back concerning a matter, or request that an item be added to a future City Council agenda in response to public comment.

REPORTS BY COUNCIL AND STAFF

4. S
ubject: Brief reports on councilmember activities and brief announcements Recommended Action: Receive brief reports on councilmember activities and brief announcements

5. S ubject: Report on Committee assignments
Recommended Action: R eport on Committee assignments

6. S ubject: Report on Subcommittee assignments
Recommended Action: R eport on Subcommittee assignments

7. S ubject: City Manager update
Recommended Action: R eceive City Manager update on City business

8. S ubject: Economic Development Committee Update
Recommended Action: R eceive Economic Development Committee Update CONSENT CALENDAR (Items 9-13)
Unless there are separate discussions and/or actions requested by council, staff or a member of the pu
blic, it is requested that items under the Consent Calendar be acted on simultaneously.

9. Subject: Consider approval of the September 20 City Council Special Meeting (Closed Session) minutes
Recommended Action: Approve the September 20 City Council Special Meeting (Closed Session) minutes
A - Draft Minutes

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10. Subject: Consider approval of the September 20 City Council Regular Meeting minutes Recommended Action: Approve the September 20 City Council Regular Meeting minutes
A - Draft Minutes

11. Subject: Consider adopting a resolution authorizing continued remote teleconference meetings of the legislative bodies of the City of Cupertino for the period October 4, 2022 through November 3, 2022 pursuant to the Brown Act, as amended by AB 361 Recommended Action: Adopt Resolution No. 22-121 authorizing continued remote teleconference meetings of the legislative bodies of the City of Cupertino for the period October 4, 2022 through November 3, 2022 pursuant to the Brown Act, as amended by AB 361
Staff Report
A - Draft Resolution
B – Adopted Resolution No. 22-109
C – Health Officer Recommendation Regarding Public Governmental Meetings

12. Subject: Consider authorizing the City Manager to execute a Second Amendment with Granicus, LLC. to renew Enterprise Government Experience Cloud Services subscription for $634,124.98 plus a contingency of $63,412 over four years, for a total cost of $697,536.98.

Recommended Action: Authorize the City Manager to execute a Second Amendment with Granicus, LLC., to renew Enterprise Government Experience Cloud Services subscription for $634,124.98 plus a contingency of $63,412 over four years, for a total cost of $697,536.98.

Staff Report
A - Second Amendment (Granicus Signed) 9-15-22
B - Proof of Insurance
C - Granicus, LLC., Sole Source Letter (OpenCities)
D - First Amendment 8-9-21
E - Granicus, LLC., Master Subscription Agreement 6-29-21

13. Subject: Consideration of an award of a construction contract for the 2022 Pavement Maintenance Phase 2 Project - Project No. 2022-107.

Recommended Action: 1. Award a construction contract for the 2022 Pavement Mainenance Phase 2 Project

2. Authorize the City Manager to execute a contract in the amount of $1,672,133.50

3. Authorize the Director of Public Works to execute any necessary change orders, up to the construction contingency amount of $167,213.00 for a total authorized contract amount of $1,839,346.50

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Staff Report
A - Project Street List
B - Draft Contract
C - Project Location Map
SECOND READING OF ORDINANCES - None
P
UBLIC HEARINGS - None

ORDINANCES AND ACTION ITEMS

14. Subject: Consider authorizing execution of an Agreement between the City of Cupertino and Cupertino Historical Society
Recommended Action: 1. Authorize the City Manager to execute an Agreement between the City of Cupertino and Cupertino Historical Society for three years, at an annual amount of not-to-exceed $40,000; and if performance is satisfactory, followed up by up to two additional years for a total of five years at the same not-to-exceed annual amount of $40,000.

2. Adopt Resolution No. 22-122 to approve budget modification No. 2223-242 increasing appropriations in the City Council, Community Funding budget 100-10-104.

Presenter: Rachelle Sander, Acting Director of Parks and Recreation Staff Report
A - 1992-1996 Resolutions and Tenant Agreements
B - Comparative Analysis - Santa Clara County Historical Society Relationships C - Historical Funding Report (FY 2017-21) and Proposed FY 2022-23 D - Historical Society Grant - License Agreement
E - Draft Resolution

15. S ubject: Progress update on the Climate Victory Gardens pilot program Recommended Action: Receive an update on the Climate Victory Gardens pilot and direct staff to:

1. Continue to share these findings with neighboring jurisdictions, Valley Water, and to develop further partnerships with landscape supply companies, designers, and installers through the life of the pilot program, and

2. Focus on large and institutional sites based on the evidence provided by the cost effectiveness table (Table 3), and

3. Explore partnerships for training and workforce development to ensure that the customer, the City, and contractor can move projects forward in a timely manner, and

4. Bring back a permanent program for City Council’s consideration before the pilot program expires in 2023.

Presenter: Andre Duurvoort , Sustainability Manager
Staff Report
A - Customer Testimonials

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16. Subject: Consider an ordinance to comply with AB 1236 to establish an expedited permit process for electric vehicle (EV) charging systems Recommended Action: Conduct the first reading of Ordinance No. 22-2244 amending Cupertino Municipal Code Chapter 16.28 establishing an expedited, streamlined permitting process for electric vehicle charging stations in compliance with AB 1236:
"An ordinance of the Cupertino City Council setting forth procedures for expediting permitting processing for electric vehicle charging stations." Presenters: Albert Salvador, Assistant Director of Community Development/Building Official and Andre Duurvoort, Sustainability Manager
Staff Report
A - Draft Ordinance (Redline)
B - Draft Ordinance (Clean)
ORAL COMMUNICATIONS - CONTINUED (As necessary)
C

OUNCIL AND STAFF COMMENTS AND FUTURE AGENDA ITEMS

ADJOURNMENT
Lobbyist Registration and Reporting Requirements: Individuals who influence or attempt to influence l
egislative or administrative action may be required by the City of Cupertino’s lobbying ordinance (Cupertino Municipal Code Chapter 2.100) to register and report lobbying activity. Persons whose communications regarding any legislative or administrative are solely limited to appearing at or submitting testimony for any public meeting held by the City are not required to register as lobbyists.

For more information about the lobbying ordinance, please contact the City Clerk’s Office at 10300 Torre Avenue, Cupertino, CA 94107; telephone (408) 777-3223; email [email protected]; and website: www.cupertino.org/lobbyist.

The City of Cupertino has adopted the provisions of Code of Civil Procedure §1094.6; litigation challenging a final decision of the City Council must be brought within 90 days after a decision is announced unless a shorter time is required by State or Federal law.

Prior to seeking judicial review of any adjudicatory (quasi-judicial) decision, interested persons must file a petition for reconsideration within ten calendar days of the date the City Clerk mails notice of the City’s decision. Reconsideration petitions must comply with the requirements of Cupertino Municipal Code §2.08.096. Contact the City Clerk’s office for more information or go to http://www.cupertino.org/cityclerk for a reconsideration petition form.

In compliance with the Americans with Disabilities Act (ADA), anyone who is planning to attend this meeting who is visually or hearing impaired or has any disability that needs special assistance should call the City Clerk's Office at 408-777-3223, at least 48 hours in advance of the meeting to arrange for assistance. In addition, upon request, in advance, by a person with a disability, meeting agendas and

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writings distributed for the meeting that are public records will be made available in the appropriate a
lternative format.

Any writings or documents provided to a majority of the Cupertino City Council after publication of the packet will be made available for public inspection in the City Clerk’s Office located at City Hall, 10300 Torre Avenue, Cupertino, California 95014, during normal business hours; and in Council packet archives linked from the agenda/minutes page on the Cupertino web site.

IMPORTANT NOTICE: Please be advised that pursuant to Cupertino Municipal Code section

2.08.100 written communications sent to the Cupertino City Council, Commissioners or City staff concerning a matter on the agenda are included as supplemental material to the agendized item. These written communications are accessible to the public through the City’s website and kept in packet archives. Do not include any personal or private information in written communications to the City that you do not wish to make public, as written communications are considered public records and will be made publicly available on the City website.

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CITY OF CUPERTINO
Agenda Item
22-11407 Agenda Date: 10/4/2022
Agenda #: 1.

Subject: Consider acceptance of grant funds presented by Assemblymember Evan Low for Jollyman All- Inclusive Playground and McClellan Road Bridge and a certificate of appreciation for the grant funds Accept grant funds presented by Assemblymember Evan Low for Jollyman All-Inclusive Playground and McClellan Road Bridge, and present a certificate of appreciation for the grant funds Presenter: Chad Mosley, Assistant Director of Public Works CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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CITY OF CUPERTINO
Agenda Item
22-11476 Agenda Date: 10/4/2022
Agenda #: 2.

Subject: Consider a proclamation recognizing October as Hindu Heritage and Awareness Month Present proclamation recognizing October as Hindu Heritage and Awareness Month CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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CITY OF CUPERTINO
Agenda Item
22-11523 Agenda Date: 10/4/2022
Agenda #: 3.

Subject: Consider a proclamation recognizing October as Breast Cancer Awareness Month Present proclamation recognizing October as Breast Cancer Awareness Month CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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CITY OF CUPERTINO
Agenda Item
22-11072 Agenda Date: 10/4/2022
Agenda #: 4.

Subject: Brief reports on councilmember activities and brief announcements Receive brief reports on councilmember activities and brief announcements CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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CITY OF CUPERTINO
Agenda Item
22-11084 Agenda Date: 10/4/2022
Agenda #: 5.

Subject: Report on Committee assignments
Report on Committee assignments
CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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CITY OF CUPERTINO
Agenda Item
22-11452 Agenda Date: 10/4/2022
Agenda #: 6.

Subject: Report on Subcommittee assignments
Report on Subcommittee assignments
CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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CITY OF CUPERTINO
Agenda Item
22-11094 Agenda Date: 10/4/2022
Agenda #: 7.

Subject: City Manager update
Receive City Manager update on City business
CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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CITY OF CUPERTINO
Agenda Item
22-11459 Agenda Date: 10/4/2022
Agenda #: 8.

Subject: Economic Development Committee Update
Receive Economic Development Committee Update
CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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CITY OF CUPERTINO
Agenda Item
22-11553 Agenda Date: 10/4/2022
Agenda #: 9.

Subject: Consider approval of the September 20 City Council Special Meeting (Closed Session) minutes
Approve the September 20 City Council Special Meeting (Closed Session) minutes CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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DRAFT MINUTES

CUPERTINO CITY COUNCIL
Tuesday, September 20, 2022

SPECIAL MEETING
At 5:00 p.m., Mayor Darcy Paul called the Special City Council Meeting to order . This was a teleconference meeting with no physical location.

ROLL CALL

Present: Mayor Darcy Paul, Vice Mayor Liang Chao, and Councilmembers Kitty Moore, Hung Wei, and Jon Robert Willey. Absent: None. All Councilmembers attended the meeting via teleconference.

In open session before Council convened in closed session, the Mayor called for any members of the public who were present to provide comment regarding any item on the agenda. No members of the public requested to speak. Mayor Paul then closed the session.

CLOSED SESSION

1. Subject: Conference with real property negotiators pursuant to Government Code section 54956.8
Property: 21801 Stevens Creek Boulevard, Cupertino
Agency Negotiators: Matt Morley and Christopher D. Jensen Negotiating Parties: ETNB Holding Co. LLC
Under Negotiation: Price and terms of payment
Council conducted the conference with real property negotiators pursuant to Government Code section 54956.8.

No reportable action was taken.

OPEN SESSION

REPORT REGARDING CLOSED SESSION
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Mayor Paul conducted the report regarding closed session.

ADJOURNMENT

At 5:25 p.m., Mayor Paul adjourned the Special City Council Meeting.

__________________________
Kirsten Squarcia, City Clerk
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Agenda Item
22-10500 Agenda Date: 10/4/2022
Agenda #: 10.

Subject: Consider approval of the September 20 City Council Regular Meeting minutes Approve the September 20 City Council Regular Meeting minutes CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
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DRAFT MINUTES

CUPERTINO CITY COUNCIL
Tuesday, September 20, 2022

SPECIAL MEETING

At 5:30 p.m., Mayor Paul called the Special City Council Meeting to order . This was a teleconference meeting with no physical location.

ROLL CALL

Present: Mayor Darcy Paul, Vice Mayor Liang Chao, and Councilmembers Kitty Moore, Hung Wei (5:36 p.m.), and Jon Robert Willey. All Councilmembers attended the meeting via teleconference.

STUDY SESSION

1. Subject: Study Session to consider potential Municipal Code Amendments to allow properties in Single Family Residential Districts to subdivide properties into two and/or develop properties with up to two units ministerially pursuant to CA Senate Bill 9 Recommended Action: Receive this report and provide direction to staff on next steps related to finalizing a regular ordinance to implement Senate Bill 9 Presenter(s): Emi Sugiyama, Assistant Planner and Piu Ghosh, Planning Manager

Written communications for this item included a staff presentation and emails to Council.

Assistant Planner Emi Sugiyama gave a presentation.

Mayor Paul opened the public comment period and the following people spoke.

Jennifer Griffin opposed State housing bills and SB 9 allowances and was concerned about loss of local control.

Tej Kohli supported SB 9 allowances for flag lot splits in order to subdivide on his lot.

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Nitu Kohli ceded their time to Tej Kohli.

Nagaraj Murthy opposed the lot split computation and supported allowing more people to find places to live.

Mayor Paul closed the public comment period.

Councilmembers asked questions and made comments.

Council unanimously consented to c ontinue the Special Meeting Study Session to the Regular Meeting after Oral Communications.

ADJOURNMENT

At 6:30 p.m., Mayor Paul adjourned the Special City Council Meeting.

REGULAR MEETING

At 6:45 p.m., Mayor Paul called the Regular City Council Meeting to order and led the Pledge of Allegiance in the Cupertino Community Hall Council Chamber, 10350 Torre Avenue and via teleconference.

ROLL CALL

Present: Mayor Darcy Paul, Vice Mayor Liang Chao, and Councilmembers Kitty Moore, Hung Wei, and Jon Robert Willey. Vice Mayor Liang Chao and Councilmember Kitty Moore attended the meeting via teleconference.

CEREMONIAL MATTERS AND PRESENTATIONS

1. Subject: Consider a proclamation recognizing September 21 as World Alzheimer’s Day Recommended Action : Present proclamation recognizing September 21 as World Alzheimer’s Day

Senior Center Recreation Supervisor Alex Greer received the proclamation.

Mayor Paul presented the proclamation recognizing September 21 as World Alzheimer’s Day.

2. Subject: Consider a proclamation recognizing National Hispanic Heritage Month from September 15, 2022 to October 15, 2022
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Recommended Action: Present proclamation recognizing National Hispanic Heritage Month from September 15, 2022 to October 15, 2022

City Clerk Kirsten Squarcia received the proclamation.

Mayor Paul presented the proclamation recognizing National Hispanic Heritage Month from September 15, 2022 to October 15, 2022.

3. Subject: Update on Fiscal Year 2021-22 and FY 2022-23 of City Work Program Item on Homeless Jobs Program
Recommended Action: Receive presentation on the FY 2021-22 successful completion and FY 2022-23 continuation of the Homeless Jobs Program City Work Program item Presenter: Kerri Heusler, Housing Manager

Written communications for this item included a staff presentation.

Housing Manager Kerri Heusler gave a presentation.

Mayor Paul opened the public comment period and the following people spoke.

Jennifer Griffin supported the continuation of the Homeless Jobs Program.

Rahul Vadodkar supported the continuation of the Homeless Jobs Program.

Mayor Paul closed the public comment period.

Councilmembers asked questions and made comments.

West Valley Community Services Executive Director Josh Selo answered questions.

Council r eceived the presentation on the FY 2021 -22 successful completion and FY 2022-23 continuation of the Homeless Jobs Program City Work Program item.

POSTPONEMENTS AND ORDERS OF THE DAY - None

ORAL COMMUNICATIONS

Written Communications for this item included an email from Emily Poon opposing closure of Blackberry Farm Golf Course to build a natural habitat and supporting mutual solutions.

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natural habitat and revisions to increase revenues. (Submitted written comments).

Judy Lomas ceded their time to Friends of Blackberry Farm Golf.

Jennifer Griffin opposed high-density housing and ADU (Accessory Dwelling Unit) bills and using the terms “by-right ministerial” and “streamlining” to eliminate local control.

Venkat Ranganathan was concerned about an unhoused person encamped at Portal Avenue and Stevens Creek Boulevard and supported moving them to a shelter . (Submitted written comments).

Lisa Warren supported keeping Blackberry Farm Golf Course open instead of converting the site to a natural habitat.

Rhoda Fry supported Council’s governance and accomplishments and keeping Blackberry Farm Golf Course open and terminating studies to close it.

Darren Stevens , representing Friends of Blackberry Farm Golf, supported preserving Blackberry Farm Golf Course as a recreational value for families. (Submitted written comments).

Rahul Vadodkar was concerned about an unhoused person at Stevens Creek Boulevard and Portal Avenue and supported ways to help them. (Submitted written comments).

Ken Eng , representing Friends of Blackberry Farm Golf, presented risk factors to support keeping Blackberry Farm Golf Course open as a benefit to the community . (Submitted written comments).

City Clerk Kirsten Squarcia read email on behalf of Caitlyn Huang supporting Council ’s accomplishments since 2018.

At 8:40 p.m., Mayor Paul re-opened Oral Communications and the following people spoke.

Don Halsey , representing Friends of Blackberry Farm Golf, supported keeping Blackberry Farm Golf Course open and was concerned about the metrics of the outreach survey . (Submitted written comments).

Mayor Paul then closed Oral Communications.

SPECIAL MEETING STUDY SESSION - CONTINUED

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Council continued the Special Meeting Study Session Item 1 heard at 5:30 p.m.

1. Subject: Study Session to consider potential Municipal Code Amendments to allow properties in Single Family Residential Districts to subdivide properties into two and/or develop properties with up to two units ministerially pursuant to CA Senate Bill 9 Recommended Action: Receive this report and provide direction to staff on next steps related to finalizing a regular ordinance to implement Senate Bill 9

Councilmembers asked questions and made comments.

Council received the report and Councilmembers provided the following comments to staff on next steps related to finalizing a regular ordinance to implement Senate Bill

9. Flag lots:

Willey: concerned about p rivacy protection and supported hearing Planning Commission recommendation.

Moore: concerned about h ow many lots could be potentially impacted and lack of information; asked about ways to accommodate resident subdivision request; and supported hearing Planning Commission recommendation.

Wei: supported building in flexibility.

Chao: concerned about flexibility without a process of appeal.

Paul: supported example raised by a member of the public.

Second story balcony:

Willey: concerned about p rivacy protection and opposed considering u ntil assurances that adjacent parcels will not be affected.

Moore: supported a discretionary approval process or none; concerned about upsetting neighbors; and supported larger setback for RHS.

Wei: opposed one-size-fits-all approach and supported privacy considerations.

Chao: supported a ll balconies requir ing discretionary review for smaller RHS lots and clarifying ministerial or by-right approval versus discretionary.

Paul: supported a discretionary process taking public input into account

Grade change:

Willey: requested information on why current process is different from SB 9.

Moore: supported modifying regulations in a rational way and i ncreasing housing supply by being limited to a 6-inch limit.

Wei and Chao: supported staff recommendation and building in flexibility.

Paul: supported the staff recommendation and bringing back language for Council to consider.
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Zero foot setback:

Willey: supported for duplex development s and maintaining four-foot setbacks if SFR (Single Family Residential).

Moore, Wei: supported the zero-foot setback and r equested clarifications on staff recommendations.

Chao: supported the staff recommendation to clarify objective standards.

Paul: supported the staff recommendations.

Second Story Envelope:

Willey, Wei, Chao, Paul: supported the staff recommendations.

Moore: supported retaining and exempting zero setback portions.

Council recessed from 8:41 p.m. to 8:47 p.m.

REPORTS BY COUNCIL AND STAFF

4. Subject: Brief reports on councilmember activities and brief announcements Recommended Action: Receive brief reports on councilmember activities and brief announcements

Council received brief reports on councilmember activities and brief announcements.

5. Subject: Report on Committee assignments
Recommended Action: Report on Committee assignments

Councilmembers highlighted the activities of their various committees.

6. Subject: Report on Subcommittee assignments
Recommended Action: Report on Subcommittee assignments

Councilmembers reported on Subcommittee assignments.

7. Subject: City Manager update
Recommended Action: Receive City Manager update on City business

Council received the City Manager update on City business.

8. Subject: Department Update - Public Works
Recommended Action: Receive update regarding the Public Works Department

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Written communications for this item included a staff presentation.

Public Works Director Matt Morley gave a presentation.

Council received the update regarding the Public Works Department.

CONSENT CALENDAR (Items 9-17)

Wei moved and Moore seconded to approve the items on the Consent Calendar except for Items 14, 15, and 16 which were pulled for discussion. Ayes: Paul, Chao, Moore, Wei, and Willey. Noes: None. Abstain: None. Absent: None.

9. Subject: Consider approval of the August 29 City Council minutes Recommended Action: Approve the August 29 City Council minutes

10. Subject: Consider approval of the August 30 City Council minutes Recommended Action: Approve the August 30 City Council minutes

11. Subject: Consider approval of the September 6 Special Meeting (Closed Session) City Council minutes
Recommended Action: Approve the September 6 Special Meeting (Closed Session) City Council minutes

12. Subject: Consider approval of the September 6 Regular Meeting City Council minutes Recommended Action: Approve the September 6 Regular Meeting City Council minutes

13. Subject: Consider approval of the September 12 City Council minutes Recommended Action: Approve the September 12 City Council minutes

14. Subject: Consider accepting State grant funding for the Via On -Demand Shuttle Pilot Program and extending the contract with Nomad Tran sit, LLP to operate Via Shuttle Pilot Program
Recommended Action: 1. Accept grant funding for the Via Shuttle Pilot Program from the California State Transportation Agency’s (CalSTA) Transit & Intercity Rail Capital Program (TIRCP) grant in the amount of $8,465,000

2. Authorize the City Manager to execute an amendment to the Professional/ Consulting Services Agreement with Nomad Transit, LLC for the Via On -Demand Shuttle Pilot Program (Attachment A), increasing the previous not to exceed amount by $200,000 and extending the term to June 30, 2023

3. Adopt Resolution No. 22 -117 (Attachment B) to approve a budget modification 30 CC 10-04-2022
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(number 2223-231) increasing appropriations in the General Fund, Traffic Engineering Program (100-88-844) by $200,000, for a revised not-to-exceed amount of $1,950,000 for the Via Shuttle Pilot Program

4. Find that the use of formal competitive bidding procedures is not practicable for the Cupertino-Santa Clara TIRCP shuttle program and direct the City Manager to dispense with City bidding requirements pursuant to the Cupertino Municipal Code § 3.22.060

Written communications for this item included a staff presentation.

Senior Transit and Transportation Planner Chris Correo gave a presentation.

Mayor Paul opened the public comment period and, seeing no one, closed the public comment period.

Councilmembers asked questions and made comments.

Chao moved and Moore seconded to:

1. Accept grant funding for the Via Shuttle Pilot Program from the Cal ifornia State Transportation Agency’s (CalSTA) Transit & Intercity Rail Capital Program (TIRCP) grant in the amount of $8,465,000;

2. Authorize the City Manager to execute an amendment to the Professional/ Consulting Services Agreement with Nomad Transit, LLC for the Via On -Demand Shuttle Pilot Program, increasing the previous not to exceed amount by $200,000 and extending the term to June 30, 2023;

3. Adopt Resolution No. 22 -117 to approve a budget modification (number 2223 -231) increasing appropriations i n the General Fund, Traffic Engineering Program (100 -88- 844) by $200,000, for a revised not -to-exceed amount of $1,950,000 for the Via Shuttle Pilot Program; and

4. Find that the use of formal competitive bidding procedures is not practicable for the Cupertino-Santa Clara TIRCP shuttle program and direct the City Manager to dispense with City bidding requirements pursuant to the Cupertino Municipal Code § 3.22.060.

The motion carried unanimously.

15. Subject: Consider providing a Statement of City Council Support for the I -280/Wolfe Road Interchange Project and authorize the appropriation of $800,000 from the General Fund Capital Reserves as a 10% non -Measure B local match for the I -280/Wolfe Road Interchange Improvements Project
Recommended Action: 1. Provide a Statement of City Council Support for the I-280/Wolfe Road Interchange Project, and

2. Adopt Resolu tion No. 22 -118 to approve budget modification 2223 -239 increasing appropriations in the Capital Reserve by $800,000 for the transfer out of funds 31 CC 10-04-2022
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(429-90-001) and General Fund, budget 100 -88-844 by $800,000 for a 10% non -Measure B local match for the I-280/Wolfe Road Interchange Improvements Project

Mayor Paul opened the public comment period and the following people spoke.

Jennifer Griffin was concerned about the potential impacts from Vallco and Apple.

Mayor Paul closed the public comment period.

Councilmembers asked questions and made comments.

Public Works Director Matt Morley and Transportation Manager David Stillman answered questions.

Moore moved and Paul seconded to:

1. Provide a Statement of City Council Support for the I -280/Wolfe Road Interchange Project, and

2. Adopt Resolution No. 22 -118 to approve budget modification 2223 -239 increasing appropriations in the Capital Reserve by $800,000 for the transfer out of funds (429-90-001) and General Fund, budget 100 -88-844 by $800,000 for a 10% non -Measure B local match for the I-280/Wolfe Road Interchange Improvements Project The motion carried unanimously.

16. Subject: Consider the Streetlight Transition Assessment Report Recommended Action: Accept the Streetlight Transition Assessment Report

Mayor Paul opened the public comment period and the following people spoke.

Jennifer Griffin supported including photo examples of streetlights to assess color and brightness.

Mayor Paul closed the public comment period.

Councilmembers asked questions and made comments.

Public Works Director Matt Morley and CIP Manager Susan Michael answered questions.

Paul moved and Willey seconded to bring th e report back to Council with the request for modifications based on Council ’s input and requests for outreach. The motion carried unanimously.
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Council recessed from 10:50 p.m. to 10:55 p.m.

17. Subject: Consider the summary vacation of a portion of a Public Utility Easement on the property located at 10778 Morengo Drive
Recommended Action: Adopt Resolution No. 22-119, summarily vacating a portion of a Public Utility Easement on the property located at 10778 Morengo Drive

SECOND READING OF ORDINANCES - None

PUBLIC HEARINGS - None

ORDINANCES AND ACTION ITEMS

Paul moved and Moore seconded to hear Item 19 before Item 18. The motion carried unanimously.

19. Subject: Consider amending the City of Cupertino Conflict of Interest Code for officials and designated empl oyees per State law requirement on a biennial basis; 2022 Local Agency Biennial Notice
Recommended Action: a.) Adopt Resolution No. 22-120 rescinding Resolution No. 20-115 and amending the City of Cupertino Conflict of Interest Code for officials and designated employees; and b.) Authorize the City Manager to sign the required 2022 Local Agency Biennial Notice
Presenter: Kirsten Squarcia, City Clerk

Written Communications for this item included a staff presentation.

Mayor Paul opened the public comme nt period and, seeing no one, closed the public comment period.

Moore moved and Wei seconded to:
a.) Adopt Resolution No. 22-120 rescinding Resolution No. 20-115 and amending the City of Cupertino Conflict of Interest Code for officials and designated employees; and b.) Authorize the City Manager to sign the required 2022 Local Agency Biennial Notice The motion carried unanimously.

18. Subject: Update on the Status of the Research from the City Council Subcommittee Meetings for the Cupertino Community Funding Grant Program Recommended Action: Receive an update on the status of the research from the City Council subcommittee meetings for the Cupertino Community Funding Grant Program 33 CC 10-04-2022
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and provide direction on next steps.

Presenter: Rachelle Sander, Acting Director of Parks and Recreation

Written Communications for this item included a staff presentation.

Management Analyst Jacinta Liang gave a presentation.

Mayor Paul opened the public comment period and the following people spoke.

City Clerk Kirsten Squarcia read an email on behalf of Parks and Recreation Commissioner Carol Stanek (representing self) supporting remov ing commissioners from the process and Council having direct input and interaction with the applicants.

Mayor Paul closed the public comment period.

Councilmembers asked questions and made comments.

Council received the update on the status of the research from the City Council subcommittee meetings for the Cupertino Community Funding Grant Program.

Wei moved and Willey seconded for the Council Subcommittee to meet with Parks and Recreation Commissioners and decide next steps in the process.

Wei amended the motion to have the Council Su bcommittee meet with Parks and Recreation Commissioners and staff; and bring back Commission recommendations and staff input to Council for follow-up. (Willey accepted the amendment). The motion as amended carried unanimously.

20. Subject: Consider:
a. Review crosswalk options across Rodrigues Avenue in the vicinity of the public pedestrian walkway easement through Tract 9405 (Campo De Lozano subdivision) , located near 20138 Rodrigues Avenue; and
b. Review the proposed language for signage to be posted at each end of the pedestrian walkway easement through the Campo De Lozano subdivision Recommended Action: 1. Consider directing staff to return to City Council one year after the opening of Regnart Creek Trail (tentatively scheduled for November 2023) with recommendations on the necessity for, and location of, potential crosswalks across Rodrigues Avenue in the vicinity of the public pedestrian walkway easement through Tract 9405 (Campo De Lozano subdivision), located near 20138 Rodrigues Avenue; and

2. Review the proposed language for the signage to be installed and posted at each end of the pedestrian walkway e asement through the Campo De Lozano subdivision. 34 CC 10-04-2022
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Installation would occur following Council’s approval at the September 20, 2022 meeting
Presenter: David Stillman, Transportation Manager

Written Communications for this item included a staff presentation a nd emails to Council.

Transportation Manager David Stillman gave a presentation.

Mayor Paul opened the public comment period and the following people spoke.

Christina Yang opposed the easement being linked to the new crosswalk and supported directing traffic across Rodrigues and entering at the official trailhead.

John Z agreed with the previous speaker and supported crosswalk option A and opposed bikes and skateboards on the walkway.

Xingchi He supported modification s to the proposed signage and Ci ty liability and maintenance, fair decisions, and respectful conversations.

Mayor Paul closed the public comment period.

Paul moved and Moore seconded to continue this item , for purposes of continued hearing, consideration, deliberation, and decisions, until the October 18 , 2022 City Council meeting. The motion carried unanimously with Chao absent.

ORAL COMMUNICATIONS - CONTINUED (As necessary) - None

COUNCIL AND STAFF COMMENTS AND FUTURE AGENDA ITEMS

Council did not hear this item.

ADJOURNMENT

At 12:12 a.m., on Wednesday, September 21, 2022, Mayor Paul adjourned the Regular City Council Meeting.

_________________________
Kirsten Squarcia City Clerk

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CITY OF CUPERTINO
Agenda Item
22-11291 Agenda Date: 10/4/2022
Agenda #: 11.

Subject: Consider adopting a resolution authorizing continued remote teleconference meetings of the legislative bodies of the City of Cupertino for the period October 4, 2022 through November 3, 2022 pursuant to the Brown Act, as amended by AB 361
Adopt Resolution No. 22-121 authorizing continued remote teleconference meetings of the legislative bodies of the City of Cupertino for the period October 4, 2022 through November 3, 2022 pursuant to the Brown Act, as amended by AB 361
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1 CITY COUNCIL STAFF REPORT
Meeting: October 4, 2022

Subject
Consider adopting a resolution authorizing continued remote teleconference meetings of the legislative bodies of the City of Cupertino for the period October 4, 2022 through November 3, 2022 pursuant to the Brown Act, as amended by AB 361

Recommended Action
Consider adopting a resolution authorizing continued remote teleconference meetings of the legislative bodies of the City of Cupertino for the period October 4, 2022 through November 3, 2022 pursuant to the Brown Act, as amended by AB 361

Background
On March 2, 202 0, Governor Newsom declared a state of emergency due to the public health threat posed by COVID-19. On March 4, 2020, Governor Newsom issued Executive Order No -29-20, which suspended certain elements of the Brown Act and specifically allowed legislative bodies to hold meetings entirely electronically with no physical meeting. In accordance with the Executive Order , the City held its first teleconference meeting on March 24, 2020, to help stop the spread of COVID -19. On June 11, 2021, Governor Newsom issued Executive Order No-08-21, which stated that the provisions in Executive Order No-29-20, suspending certain elements of the Brown Act, would continue to apply through September 30, 2021.

On September 15, 2021, Governor Newsom signed AB 361 i nto law, which allows state and local agencies to continue using teleconferencing during certain state -declared emergencies under modified Brown Act requirements. AB 361 became effective immediately after signing due to its emergency clause and is set to sunset on January 1, 2024. Under AB 361, teleconference meetings may be held during a state of emergency if (1) state or local officials have imposed or recommende d measures to promote social distancing, or (2) a legislative body determines by a majority vote that meeting in person would present imminent risks to the health or safety of attendees. (Gov. Code, § 54953(e)(1).)

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2 To continue teleconference meetings beyond a 30-day period, AB 361 requires the Council to make a determination that either (i) "[t]he state of emergency continues to directly impact the ability of the members to meet safely in person, or (ii) “State or local officials continue to impose or recommend measures to promote social distancing.” (Gov. Code, § 54953(e)(3)(B).) That determination must be reviewed each 30 days thereafter to continue teleconference meetings. (Ibid.)

Discussion
AB 361 allows the City Council and other City legislative bodies to continue meeting exclusively via teleconference so long as a state emergency declaration remains in place and the statute’s conditions for permitting remote meetings are met. To continue meeting remotely, the City Council must find that state or local officials have imposed or recommend measures to support social distancing , or that the state of emergency continues to directly impact the ability of the members to meet safely in person.

On September 6, 2022, Council adopted Resolution No. 22-109 affirming findings related to AB 361 and authorizing the City Manager and legislative bodies of the City of Cupertino to meet exclusively by teleconference in accordance with Government Code section 54953(e)(3) and other applicable provisions of the Brown Act through October 6, 2022 (Attachment B). Council may make either or both of the permitted findings to extend the time to allow teleconference meetings to continue. The Santa Clara County Health Officer continues to recommend that public bodies meet remotely to the extent possible, specifically including use of newly enacted AB 361 to maintain remote meetings under the Ralph M. Brown Act and similar laws (Attachment C). It is therefore recommended that Council adopt the Draft R esolution authorizing continued teleconference meetings for the City of Cupertino’s legislative bodies in order to protect the health and safety of all attendees and participants, particularly those who are unvaccinated (Attachment A).

Sustainability Impact
Conducting meetings remotely has reduced paper consumption by providing electronic access to meeting materials instead of printed materials.

Fiscal Impact
No fiscal impact.
_____________________________________

Prepared by: Kirsten Squarcia, City Clerk
Approved for Submission by: Pamela Wu, City Manager
Attachments:

A – Draft Resolution
B – Adopted Resolution No. 22-109
C – Health Officer Recommendation Regarding Public Governmental Meetings

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RESOLUTION NO. 22-___

A RESOLUTION OF THE CUPERTINO CITY COUNCIL

AUTHORIZING CONTINUED REMOTE TELECONFERENCE MEETINGS OF THE

LEGISLATIVE BODIES OF THE CITY OF CUPERTINO FOR THE PERIOD OCTOBER 4, 2022 THROUGH NOVEMBER 3, 2022 PURSUANT TO BROWN ACT

PROVISIONS

WHEREAS, the City of Cupertino is committed to preserving and nurturing public access and participation in meetings of the City Council, commissions, and committees; and

WHEREAS, all meetings of the City of Cupertino’s legislative bodies are open and public, as required by the Ralph M. Brown Act (Government Code sections 54950–54963), so that any member of the public may attend, participate, and watch the City’s legislative bodies conduct their business; and

WHEREAS, the Brown Act, Government Code section 54953(e), makes provisions for remote teleconferencing participation in meetings by members of a legislative body, without compliance with the requirements of Government Code section 54953(b)(3), subject to the existence of certain conditions; and

WHEREAS, a required condition for holding meetings exclusively by teleconference is that a state of emergency is declared by the Governor pursuant to Government Code section 8625, proclaiming the existence of cond itions of disaster or of extreme peril to the safety of persons and property within the state caused by conditions as described in Government Code section 8558; and

WHEREAS, Government Code section 54953(e) further requires that in order to authorize meetings exclusively by teleconference, a legislative body must determine that state or local officials have imposed or recommended measures to promote social distancing, or that meeting in person would present imminent risks to the health and safety of attendees; and

WHEREAS, on October 5, 2021, November 2, 2021, November 30, 2021, December 21, 2021, January 18, 2022, February 15, 2022, March 15, 2022, April 5, 2022, May 3, 2022, May 19, 2022, June 7, 2022, July 7, 2022, July 19, 2022, August 16, 2022, and September 6, 2022 the Cupertino City Council made the findings required under Government Code section 54953(e) and resolved that the legislative bodies of the City of Cupertino shall conduct their meetings without compliance with Government Code section 54 953(b)(3), 39 CC 10-04-2022
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Resolution No. 22-__

as authorized by Government Code section 54953(e), and that such legislative bodies should comply with the requirements to provide the public with access to the meetings as prescribed in section 54953(e)(2); and

WHEREAS, Government Code section 54593(e)(3) provides that to continue to holding meetings of legislative bodies exclusively by teleconference, the legislative body must reconsider the circumstances of the state of emergency every 30 days, and find that either (i) the state of emergency continues to directly impact the ability of the members to meet safely in person, or (ii) State or local officials continue to impose or recommend measures to promote social distancing; and

WHEREAS, the City Council has reconside red the circumstances of the state of emergency that now exists , specifically defined in the County of Santa Clara proclamation of a local emergency beginning February 3, 2020, the City of Cupertino proclamation of a local emergency on March 11, 2020, the Governor of the State of California proclamation of a state of emergency beginning on March 4, 2020, and the national emergency declaration in Proclamation 9994 of March 13, 2020, beginning March 1, 2020, concerning the COVID-19 pandemic; and

WHEREAS, the County of Santa Clara Health Officer's Recommendation Regarding Continued Remote Public Meetings of Governmental Entities dated September 21, 2021 and the California Department of Industrial Relations Revised Emergency Temporary Standards, effective May 6 , 2022 , continue to require or recommend social distancing in the workplace in certain circumstances; and

WHEREAS, the Health Officer's Recommendations , the Revised Emergency Temporary Standards, and evidence documenting the transmission of COVID -19 in indoor spaces establishes that the state of emergency continues to directly impact the ability of the members to meet safely in person; and

WHEREAS, based on the above findings, the Cupertino City Council hereby determines that the legislative bodies of the City of Cupertino shall continue to conduct their meetings without compliance with Government Code section 54953(b)(3), as authorized by Government Code section 54953 (e), and that such legislative bodies shall comply with the requirements to provide the public with access to the meetings as prescribed in section 54953(e)(2); and

WHEREAS, the City has and will continue to provide access for the public to legislative meetings and procedures through video teleconference technologies.

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Resolution No. 22-__

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cupertino, as follows:

1. Remote Teleconference Meetings. The City Manager and legislative bodies of the City of Cupertino are hereby authorized and directed to meet exclusively by teleconference and to take all actions necessary to carry out the intent and purpose of this Resolution , including conducting open and public meetings in accordance with Government Code section 54953(e) and other applicable provisions of the Brown Act.

2. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption and shall be effective through November 3, 2022, or such time as the City Council adopts a subsequent resolution in accordance with Government Code section 54953(e)(3) to extend the time during which th e City Council of the City of Cupertino may continue to teleconference without compliance with Government Code section 54953(b)(3).

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 4th day of October 2022, by the following vote:

Vote Members of the City Council

AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:

_______________ ________________
Darcy Paul, Mayor
City of Cupertino

________________________
Date
ATTEST:

____________________ ___________
Kirsten Squarcia, City Clerk

________________________
Date

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RESOLUTION NO. 22-109

A RESOLUTION OF THE CUPERTINO CITY COUNCIL

AUTHORIZING CONTINUED REMOTE TELECONFERENCE MEETINGS OF THE

LEGISLATIVE BODIES OF THE CITY OF CUPERTINO FOR THE PERIOD SEPTEMBER 6, 2022 THROUGH OCTOBER 6, 2022 PURSUANT TO BROWN ACT

PROVISIONS
WHEREAS, the City of Cupertino is committed to preserving and nurturing public access and participation in meetings of the City Council, commissions, and committees; and
WHEREAS, all meetings of the City of Cupertino's legislative bodies are open and public, as required by the Ralph M. Brown Act (Government Code sections 54950-54963), so that any member of the public may attend, participate, and watch the City's legislative bodies conduct their business; and
WHEREAS, the Brown Act, Government Code section 54953(e), makes provisions for remote teleconferencing participation in meetings by members of a legislative body, without compliance with the requirements of Government Code section 54953(b)(3), subject to the existence of certain conditions; and
WHEREAS, a required condition for holding meetings exclusively by teleconference is that a state of emergency is declared by the Governor pursuant to Government Code section 8625, proclaiming the existence of conditions of disaster or of extreme peril to the safety of persons and property within the state caused by conditions as described in Government Code section 8558; and
WHEREAS, Government Code section 54953(e) further requires that in order to authorize meetings exclusively by teleconference, a legislative body must determine that state or local officials have imposed or recommended measures to promote social distancing, or that meeting in person would present imminent risks to the health and safety of attendees; and
WHEREAS, on October 5, 2021, November 2, 2021, November 30, 2021, December 21, 2021, January 18, 2022, February 15, 2022, March 15, 2022, April 5, 2022, May 3, 2022, May 19, 2022, June 7, 2022, July 7, 2022, July 19, 2022, and August 16, 2022 the Cupertino City Council made the findings required under Government Code section 54953(e) and resolved that the legislative bodies of the City of Cupertino shall conduct their meetings without compliance with Government Code section 54953(b)(3), as authorized by 42 CC 10-04-2022
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Resolution No. 22-109
Page2
Government Code section 54953(e), and that such legislative bodies should comply with the requirements to provide the public with access to the meetings as prescribed in section 54953(e)(2); and
WHEREAS, Government Code section 54593(e)(3) provides that to continue to holding meetings of legislative bodies exclusively by teleconference, the legislative body must reconsider the circumstances of the state of emergency every 30 days, and find that either (i) the state of emergency continues to directly impact the ability of the members to meet safely in person, or (ii) State or local officials continue to impose or recommend measures to promote social distancing; and
WHEREAS, the City Council has reconsidered the circumstances of the state of emergency that now exists, specifically defined in the County of Santa Clara proclamation of a local emergency beginning February 3, 2020, the City of Cupertino proclamation of a local emergency on March 11, 2020, the Governor of the State of California proclamation of a state of emergency beginning on March 4, 2020, and the national emergency declaration in Proclamation 9994 of March 13, 2020, beginning March 1, 2020, concerning the COVID-19 pandemic; and
WHEREAS, the County of Santa Clara Health Officer's Recommendation Regarding Continued Remote Public Meetings of Governmental Entities dated September 21, 2021 and the California Department of Industrial Relations Revised Emergency Temporary Standards, effective May 6, 2022, continue to require or recommend social distancing in the workplace in certain circumstances; and WHEREAS, the Health Officer's Recommendations, the Revised Emergency Temporary Standards, and evidence documenting the transmission of COVID-19 in indoor spaces establishes that the state of emergency continues to directly impact the ability of the members to meet safely in person; and
WHEREAS, based on the above findings, the Cupertino City Council hereby determines that the legislative bodies of the City of Cupertino shall continue to conduct their meetings without compliance with Government Code section 54953(b)(3), as authorized by Government Code section 54953(e), and that such legislative bodies shall comply with the requirements to provide the public with access to the meetings as prescribed in section 54953(e)(2); and
WHEREAS, the City has and will continue to provide access for the public to legislative meetings and procedures through video teleconference technologies. 43 CC 10-04-2022
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Resolution No. 22-109

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cupertino, as follows:

1. Remote Teleconference Meetings. The City Manager and legislative bodies of the City of Cupertino are hereby authorized and directed to meet exclusively by teleconference and to take all actions necessary to carry out the intent and purpose of this Resolution, including conducting open and public meetings in accordance with Government Code section 54953(e) and other applicable provisions of the Brown Act.

2. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption and shall be effective through October 6, 2022, or such time as the City Council adopts a subsequent resolution in accordance with Government Code section 54953(e)(3) to extend the time during which the City Council of the City of Cupertino may continue to teleconference without compliance with Government Code section 54953(b)(3).

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 6th day of September 2022, by the following vote:

Vote
AYES:

NOES:

Members of the City Council
Paul, Chao, Moore, Wei, Willey
None
ABSENT: None
ABSTAIN: None
SIGNED:
?2 ~
DarcyPau ~
City of Cupertino
ATTEST:

Kirsten Squarcia, City Clerk
// 09/z3/z.oz. Z.....

Date
Date
9/27/22
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County of Santa Clara
Public Health Department

Health Officer
976 Lenzen Avenue, 2nd Floor
San José, CA 95126
408.792.3798

Board of Supervisors: Mike Wasserman, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian County Executive: Jeffrey V. Smith

Recommendation Regarding Continued Remote Public Meetings of Governmental Entities

Issued: September 21, 2021

In light of the continued state of emergency related to COVID-19, the County Public Health Officer continues to recommend that public bodies meet remotely to the extent possible, specifically including use of newly enacted AB 361 to maintain remote meetings under the Ralph M. Brown Act and similar laws.

Among other reasons, this recommendation is made due to the continued threat of COVID-19 to the community, the unique characteristics of public governmental meetings (such as the increased mixing associated with bringing together people from across the community, the need to enable those who are immunocompromised or unvaccinated to be able to safely continue to fully participate in public governmental meetings, and the challenges with fully ascertaining and ensuring compliance with vaccination and other safety recommendations at such meetings), and the continued increased safety protection that social distancing provides as one means by which to reduce the risk of COVID-19 transmission. This recommendation does not apply to those meetings of a quasi-judicial nature that have been already meeting in person prior to September 21, 2021, for example to allow for credibility determinations of witnesses.

The Health Officer will continue to evaluate this recommendation on an ongoing basis and will communicate when there is no longer such a recommendation with respect to meetings for public bodies.

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CITY OF CUPERTINO
Agenda Item
22-11502 Agenda Date: 10/4/2022
Agenda #: 12.

Subject: Consider authorizing the City Manager to execute a Second Amendment with Granicus, LLC. to renew Enterprise Government Experience Cloud Services subscription for $634,124.98 plus a contingency of $63,412 over four years, for a total cost of $697,536.98.

Authorize the City Manager to execute a Second Amendment with Granicus, LLC., to renew Enterprise Government Experience Cloud Services subscription for $634,124.98 plus a contingency of $63,412 over four years, for a total cost of $697,536.98.

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CITY COUNCIL STAFF REPORT
Meeting: October 4, 2022

Subject
Consider authorizing the City Manager to execute a Second Amendment with Granicus, LLC., to renew Enterprise Government Experience Cloud Services subscription for $634,124.98 plus a contingency of $63,412 over four years, for a total cost of $697,536.98.

Recommended Action
Authorize the City Manager to execute a Second Amendment with Granicus, LLC., to renew Enterprise Government Experience Cloud Services subscription for $634,124.98 plus a contingency of $63,412 over four years, for a total cost of $697,536.98.

Background
Granicus is a scalable cloud Software as Service (SaaS) Company that offers service in  civic,  citizen  and  community  engagement,  digital  communications,  digital government  services,  website  content  management  system,  website  design services,  legislative  management,  and  short‐term  vacation  rental  compliance monitoring.

The  company  has  seven  offices  worldwide,  including  Denver,  St.  Paul,  and Washington  D.  C.  They    have  over  5,500  government  customers  and  serve  300 plus  million  citizens.  Many  neighboring  cities  including  San  Jose,  Santa  Clara, Mountain View, and Palo Alto are Granicus customers.

The  City  has  procured  various  Granicus  subscriptions  over  the  last  15  years.

These  SaaS applications include govAccess for City website content management system,  govService for short term rental compliance monitoring,  govMeetings for Legistar agenda Management, govDelivery for community opt‐in e‐Notifications, and govRecords for CampaignDocs and DisclosureDocs. Additionally, the City has 47 CC 10-04-2022
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invested in Granicus civic and community engagement services like Engagement HQ, to assist with Housing Element public engagement.

To  consolidate  the  various  Granicus  applications  utilized,  a  Master  Agreement was  executed  in  June  2021.  The  first  amendment  to  the  Master  agreement  was executed in August 2021, which added VoteCast and eComment services.

Below is a table of the various subscriptions and descriptions:

Software Solution  Description
CampaignDocs  Used by the staff to manage campaign filers, generate letters, emails, run reports on filings, scan paper filing and receive electronic filings.

DisclosureDocs   Filer Review – allows the Filing Officer to perform the required tasks of verifying the accuracy of forms
Legistar  Used  by  staff  to  perform  agenda  review  of  Council,  and  other  city meetings. The staff post the final approved agenda packets on for all the  city  meetings  on  Legistar  to  publish  to  the  Legistar  portal.  The meeting minutes along with the video of the telecasted meetings.

Short Term Vacation
Rental
This Service includes registration, licensing and permitting of short‐ term rentals and perform compliance monitoring. The software also monitors  short‐term  rental  listings,  occupancy  and  revenue estimates
Engagement HQ  City  staff  use  this  public  participation  platform  to  keep  the community informed of CIP project details and timeline and access to community input related to these projects.

Meeting Efficiency
Suite
Cupertino  staff  is  able  to  streamline  meeting  data  capture  and minutes production. During a meeting, use Live Manager to record roll calls, motions speakers, all indexed with video.

City Website  The City of Cupertino website is designed by Granicus and is built on its GovAccess content management system.

GovDelivery  Staff  send  electronic  notifications,  programs,  and  newsletters  to citizens  and  other  interested  users  who  have  subscribed  to  receive city related news and communications.

Vote Cast   Elected  officials  utilize  this  platform  for  motion,  second,  vote,  and request to speak on the touch screen at the Council chambers. This data  automatically  populates  to  the  clerkʹs  software  ensuring accuracy and reducing workload.
eComment  This service help staff to collect and manage citizen input on agenda items. Residents and other interested parties can submit comments regarding items or sign up to speak before a scheduled meeting.

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These Granicus applications were procured by the City over a fifteen‐year period.

Many  of  the  applications  like  Legistar,  CampaignDocs,  DisclosureDocs, Engagement HQ, and Short‐Term Rental application were procured from different vendors,  but  now  fall  under  Granicusʹ  portfolio  as  they  were  acquired  by Granicus. Some of these applications like GovDelivery, Legistar, Media Mana ger and  eComment  are  tightly  integrated  into  the  website  content  management system, allowing for single entry of data and proper noticing of website updates.

This  efficiently  allows  updates  since  updates  and  changes  to  one  program  will be   reflected on the City website and on the other Granicus integrated applications dynamically.

To  replace  the  existing  Granicus  applications  with  either  in‐house  developed solutions,  or  other  vendor  competing  products  would  increase  the  cost  (due  to additional implementation fees), cause inefficiencies and prolong the timeline to implement such applications.

Discussion
Staff  is  recommending  entering  into  the  proposed  4‐year  agreement  to  reduce annual subscription costs, consolidate services, and change billing to once a year for all Granicus SaaS applications.

Additionally,  Staff  is  proposing  to  replace  the  current  website  content management system, govAccess, with Granicus’ OpenCities platform. OpenCities provides enhanced functionality for website visitors and has existing integrations with other City enterprise‐wide applications, e.g., Accela, land‐use management System,  New  World,  financial  application,  and  govDelivery.  Procuring OpenCities will provide an upgraded website design th at ensures American with Disabilities Act (ADA) compliance and provides an improved backend system to manage website content.

The cost breakdown over the four years is as follows:

Year 1 Cost  $131,966.78
Year 1 OpenCities One-time Implementation Cost  $48,200.00 Year 2 Cost  $141,204.45
Year 3 Cost  $151,088.77
Year 4 Cost  $161,664.98
10% Contingency Cost  $63,412
Total Cost  $697,536.98

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Market Scan and Research
Analysis with neighboring cities utilizing Granicus applications denotes the City of  Cupertino  is  paying  lower  by  entering  into  a  Second  Amendment.   Other Granicus  clients,  such  as  Mountain  View,  Palo  Alto,  and  San  Jose,  who  bundle multiple products on average save a total of 3~10% on their annual subscription.

Given  the  long‐term  relationship  of  the  City  of  Cupertino  and  Granicus,  this contract amendment includes a saving of 25% for the first year and an 11% saving for the overall agreement.

Sustainability Impact
Utilization of Granicus software solutions has reduced the volume of paper used for  customer  notifications  and  transactions,  conserving  natural  resources,  and reducing  greenhouse  gases  generated  during  the  production  and  disposal  of paper. Utilization of Legistar in doing paperless agendas and minutes for all the City meetings is a great example in that in itiative.  City staff leverages the Granicus software  in  sending  electronic  notifications,  citizen  collaboration  and  civic engagement  digitally.  Additionally,  in  time,  more  residents  are  anticipated  to collaborate  and  communicate  with  the  City  digitally  online,  further  reducing vehicle travel and use of paper. Implementation of paperless office strategies like this one are prioritized in Cupertino’s Climate Action Plan (M‐SW‐1).

Fiscal Impact
Existing Granicus software solutions are part of the Innovation and Technology Applications  Base  Budget.  OpenCities  will  consist  of  funding  from  Approved FY22  Proposal:  City  Website  Redesign.  On‐going fees  of  $26,000  for  OpenCities subscription  will  be  absorbed  by  cost  savings  due  to  the  4‐year  amendment  to Granicus Agreement.

Prepared by:   Nidhi Mathur, Applications Manager
Recommended for Submission:   Bill Mitchell, Chief Technology Officer Approved for Submission by:   Pamela Wu, City Manager
Chris Jensen, City Attorney

Attachments:

A – Second Amendment (Granicus Signed) dated 9‐15‐22
B – Proof of Insurance
C ‐ Granicus, LLC., Sole Source Letter (OpenCities)
D – First Amendment dated 8‐9‐21
E ‐ Granicus Master Subscription Agreement dated 6‐29‐21

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Order #: Q-222413
Prepared: 08/04/2022
Second Amendment to the Granicus Service Agreement between Granicus, LLC and Cupertino, CA
This Second Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and entered into by
and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus"), and Cupertino, CA (hereinafter referred to as "Client"), with reference to the following:

WHEREAS, the Client and Granicus entered into an Agreement effective 07/06/2021 (the "Agreement"); and WHEREAS, in addition
to Client's existing solution, Client wishes to add certain products and services as detailed in Q- 222413, which is attached as Exhibit A and incorporated herein by reference; and NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows:

1. Client and Granicus desire to continue Granicus' services to the Client under the Agreement, and hereby affirm their intent that it remain in full force and effect as amended and restated by this Second Amendment.

2. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s).

3. Either Party may terminate the Agreement for convenience by providing the other Party 30 days' notice.

4. Except as amended by this Second Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

5. In the event of any inconsistency between the provisions of this Second Amendment and the documents comprising the Agreement, the provisions of this Second Amendment shall prevail.

IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their duly authorized representatives.

Agreement and Acceptance
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.

Cupertino, CA Granicus
Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Cupertino, CA
Signature:

Name:

Title:

Date:

Cupertino, CA
Signature:

Name:

Title:

Date:

DocuSign Envelope ID: 733CEB35-F176-4910-B93F-C20E19485D87 8/8/2022
Kelly Oliver
Vice President of Contracts

ATTACHMENT A
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Exhibit A
Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022

PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.

One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
OpenCities SaaS License - Setup and
configuration
package
Milestones -
25/25/25/25 1 Each $10,000.00
OpenCities CMS Design Upon Delivery 1 Each $5,000.00
Training - OpenCities Upon Delivery 1 Each $1,500.00
GXG Writing for the Web Workshop Up Front 1 Each $5,000.00 OpenCities Content Migration Upon Delivery 600 Each $3,000.00 OpenForms License - Setup and
Configuration
Package Up Front 1 Each $0.00
Training - OpenForms Upon Delivery 1 Each $1,200.00
GXG Information Architecture Up Front 1 Each $22,500.00 OpenCities Imperva Security License -
Services Setup and Configuration
Package Up Front 1 Each $0.00
SUBTOTAL: $48,200.00
New Subscription Fees
Solution Period of
Performance
Billing
Frequency
Quantity/
Unit Annual Fee Prorated Fee
OpenCities SaaS License 7/6/2022 to
7/5/2023 Annual 1 Each $17,250.00 $17,250.00
OpenForms Enterprise License
(30 users, 100 forms)
7/6/2022 to
7/5/2023 Annual 1 Each $7,500.00 $7,500.00
OpenCities Cloud Security
License
7/6/2022 to
7/5/2023 Annual 1 Each $1,250.00 $1,250.00
SUBTOTAL: $26,000.00 $26,000.00
DocuSign Envelope ID: 733CEB35-F176-4910-B93F-C20E19485D87 53 CC 10-04-2022
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Exhibit A
Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Renewing Subscription Fees
Solution Period of
Performance
Billing
Frequency
Quantity/
Unit Annual Fee Prorated Fee
Address Identification 7/6/2022 to
7/5/2023 Annual 1 Each $13,119.74 $13,119.74
eComment 7/6/2022 to
7/5/2023 Annual 1 Each $2,205.00 $2,205.00
24/7 Hotline 7/6/2022 to
7/5/2023 Annual 1 Each $4,505.13 $4,505.13
Compliance Monitoring 7/6/2022 to
7/5/2023 Annual 1 Each $5,624.26 $5,624.26
Mobile Permitting &
Registration
7/6/2022 to
7/5/2023 Annual 1 Each $5,250.00 $5,250.00
Rental Activity Monitoring 7/6/2022 to
7/5/2023 Annual 1 Each $7,507.14 $7,507.14
Upgrade to SDI 720p
Streaming
7/6/2022 to
7/5/2023 Annual 1 Each $1,418.15 $1,418.15
Open Platform Suite 7/6/2022 to
7/5/2023 Annual 1 Each $4,254.42 $4,254.42
Legistar 7/6/2022 to
7/5/2023 Annual 1 Each $10,210.63 $10,210.63
Granicus Encoding Appliance
Software (GT)
7/6/2022 to
7/5/2023 Annual 1 Each $1,418.15 $1,418.15
Tax Collection 7/6/2022 to
7/5/2023 Annual 1 Each $0.00 $0.00
govService (Short Term Rentals)
Government Transparency
Suite
7/6/2022 to
7/5/2023 Annual 1 Each $6,168.93 $6,168.93
Meeting Efficiency Suite 7/6/2022 to
7/5/2023 Annual 1 Each $6,027.11 $6,027.11
Legistar Add-On - Laserfiche
Integration
7/6/2022 to
7/5/2023 Annual 1 Each $0.00 $0.00
Template - Sectioned View
Page
7/6/2022 to
7/5/2023 Annual 1 Each $0.00 $0.00
VoteCast Standard Package
(Tablet) (ME)
7/6/2022 to
7/5/2023 Annual 1 Each $3,780.00 $3,780.00
govMeetings
DocuSign Envelope ID: 733CEB35-F176-4910-B93F-C20E19485D87 54 CC 10-04-2022
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Exhibit A
Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Project Finder Basic 12/16/2022 to
7/5/2023 Annual 1 Each $999.99 $554.79
EngagementHQ Additional
Hub Admin
5/10/2023 to
7/5/2023 Annual 1 Each $0.00 $0.00
EngagementHQ Additional
Hub
5/10/2023 to
7/5/2023 Annual 1 Each $4,500.01 $695.55
Brand Integration
Maintainence
5/10/2023 to
7/5/2023 Annual 1 Each $4,999.99 $772.83
CampaignDocs - Hosting 7/6/2022 to
7/5/2023 Annual 1 Each $0.00 $0.00
CampaignDocs Public Kiosk
Subscription
7/6/2022 to
7/5/2023 Annual 1 Each $328.87 $328.87
CampaignDocs Web
Publishing Subscription
7/6/2022 to
7/5/2023 Annual 1 Each $657.87 $657.87
eCampaign Subscription 7/6/2022 to
7/5/2023 Annual 1 Each $1,315.74 $1,315.74
SUBTOTAL: $105,966.76 $97,489.94
eHQ
DisclosureDocs Full Review
Subscription
7/6/2022 to
7/5/2023 Annual 1 Each $547.65 $547.65
DisclosureDocs Ethics
Subscription
7/6/2022 to
7/5/2023 Annual 1 Each $773.71 $773.71
DisclosureDocs Subscription 7/6/2022 to
7/5/2023 Annual 1 Each $1,597.12 $1,597.12
eDisclosure Filer Module
Subscription
7/6/2022 to
7/5/2023 Annual 1 Each $1,597.12 $1,597.12
CampaignDocs Subscription 7/6/2022 to
7/5/2023 Annual 1 Each $1,535.03 $1,535.03
govRecords
Communications Cloud 7/6/2022 to
7/5/2023 Annual 1 Each $12,500.00 $12,500.00
Communications Cloud
Advanced Package
7/6/2022 to
7/5/2023 Annual 1 Each $3,125.00 $3,125.00
govDelivery
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Exhibit A
Cupertino,
CA
Order #: Q-222413
Prepared: 08/04/2022

FUTURE YEAR PRICING
Period of Performance
Solution(s) 07/06/2023 -
07/05/2024
07/06/2024 -
07/05/2025
07/06/2025 -
07/05/2026
VoteCast Standard Package (Tablet)
(ME) $3,969.00 $4,167.45 $4,375.82
Upgrade to SDI 720p Streaming $1,489.06 $1,563.51 $1,641.69 Communications Cloud $13,125.00 $13,781.25 $14,470.31
Open Platform Suite $4,467.14 $4,690.50 $4,925.02
Legistar $10,721.16 $11,257.22 $11,820.08
Granicus Encoding Appliance
Software (GT) $1,489.06 $1,563.51 $1,641.69
Communications Cloud Advanced
Package $3,281.25 $3,445.31 $3,617.58
Government Transparency Suite $6,477.38 $6,801.25 $7,141.31 Meeting Efficiency Suite $6,328.47 $6,644.89 $6,977.13
Legistar Add-On - Laserfiche
Integration $0.00 $0.00 $0.00
Template - Sectioned View Page $0.00 $0.00 $0.00
Project Finder Basic $1,049.99 $1,102.49 $1,157.62
EngagementHQ Additional Hub
Admin $0.00 $0.00 $0.00
EngagementHQ Additional Hub $4,725.01 $4,961.26 $5,209.33 Brand Integration
Maintainence
$5,249.99 $5,512.49 $5,788.12
eHQ
govDelivery
govMeetings
DocuSign Envelope ID: 733CEB35-F176-4910-B93F-C20E19485D87 56 CC 10-04-2022
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Exhibit A
Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
CampaignDocs - Hosting $0.00 $0.00 $0.00
CampaignDocs Public Kiosk
Subscription $345.31 $362.58 $380.71
CampaignDocs Web Publishing
Subscription
$690.76 $725.30 $761.57
eCampaign Subscription $1,381.53 $1,450.60 $1,523.13
Tax Collection $0.00 $0.00 $0.00
OpenCities SaaS License $18,112.50 $19,018.13 $19,969.03 OpenForms Enterprise License (30
users,
100 forms) $7,875.00 $8,268.75 $8,682.19
OpenCities Cloud Security License $1,312.50 $1,378.13 $1,447.03 SUBTOTAL: $138,565.12 $145,493.36 $152,768.04
OpenCities
DisclosureDocs Full Review Subscription $575.03 $603.78 $633.97 DisclosureDocs Ethics Subscription $812.40 $853.02 $895.67 DisclosureDocs Subscription $1,676.98 $1,760.82 $1,848.87 eDisclosure Filer Module Subscription $1,676.98 $1,760.82 $1,848.87 CampaignDocs Subscription $1,611.78 $1,692.37 $1,776.99 govRecords
Address Identification $13,775.73 $14,464.51 $15,187.74 eComment $2,315.25 $2,431.01 $2,552.56
24/7 Hotline $4,730.39 $4,966.91 $5,215.25
Compliance Monitoring $5,905.47 $6,200.75 $6,510.78
Mobile Permitting & Registration $5,512.50 $5,788.13 $6,077.53 Rental Activity Monitoring $7,882.50 $8,276.62 $8,690.45 govService (Short Term Rentals)
DocuSign Envelope ID: 733CEB35-F176-4910-B93F-C20E19485D87 57 CC 10-04-2022
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Cupertino, CA
Order #: Q-222413
Prepared:
08/04/2022

PRODUCT DESCRIPTIONS
Solution Description
CampaignDocs Subscription CampaignDocs™ is a powerful desktop system used by the ROV staff that provides numerous features to help you manage your Campaign Filers, generate letters, emails, run reports on Filings, scan paper filing and receive Electronic Filings submitted by the filers that use eCampaign Module.

VoteCast Standard Package
(Tablet) (ME)
VoteCast is a hybrid Software-as-a-Service (SaaS) and Hardware-as-a- Service (HaaS) solution that enables government organizations to streamline the meeting process for both the clerk's office as well as elected officials. By leveraging this solution, the client will be able to automate meeting data capture and display – improving accuracy and keeping all attendees informed of meeting proceedings. Available on a variety of hardware as well as the iLegislate platform, elected officials can use their touchscreens or tablets to motion, second, vote, and request to speak. This data automatically populates to the clerk software (LiveManager) ensuring accuracy and reducing workload. As action items occur during the meeting, TVs or projectors hooked up to VoteCast Display will automatically show the current agenda item, motion on the floor, vote result, and speaker timer as well as speaker name. VoteCast includes:
• Unlimited user accounts
• Unlimited
meeting bodies
• Access
to one Granicus platform site
• Access to the VoteCast software application for elected officials • Access to the VoteCast Display software application to output meeting proceedings to TVs or projectors in the meeting room DisclosureDocs Full Review
Subscription
Filer Review – allows the Filing Officer to perform the required tasks of verifying the accuracy of forms and if needed requesting necessary Amendments. 20% on time and 100 % late filings. 10 % needs to be picked at random.

DisclosureDocs Ethics
Subscription
Ethics Training Tracking - Ethics and Sexual Harassment Prevention Training Tracking Modules work hand in hand with our DisclosureDocs /eDisclosure System. This Module allows tracking the Ethics Certificates and notifying Filers of their Ethics Training requirements.

DisclosureDocs Subscription DisclosureDocs™ is your robust desktop application that provides numerous features to help you manage your Filers, Conflict of Interest Code changes, Full and Facial Reviews, generate Letters, Emails, business process Reports and manage your corresponding Public Access and Electronic Filing components.

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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
eDisclosure Filer Module
Subscription
eDisclosure™ application allows your Filers to login and file for all positions that he/she is holding as well as submit the filing to their Filing Officer(s).

Address Identification Ongoing monitoring of 60+ Short Term Rental websites including major platforms Airbnb, VRBO, HomeAway, Booking.com, FlipKey, & Expedia. Our machine learning will deduplicate all known Listings into unique Rental Units, where our identification team will provide owner contact information for further enforcement. This product includes:- Ongoing monitoring of all listings in your jurisdiction
- Updating listing activity and details every 3-5 days
- Screenshot activity of every listing
- Deduplication of listings into unique Rental Units
- Activity dashboard and map to monitor trends and breakdown of compliance
eComment eComment reduces staff time by providing the ability to effortlessly collect and manage citizen input on agenda items. Citizens are allowed to either submit comments in regards to items or sign up to speak before a scheduled meeting.
24/7 Hotline 24/7 web and phone hotline for your community to report short term rental complaints such as parking, trash, noise disturbances, and illegal short term
rentals. This product include:- Mobile-enabled online web form for citizens to submit tips or complaints (text, videos, and photos) - 24/7 call center for citizens to contact and report complaints verbally - Recordings for all call center complaints
- Email notifications to your team when complaints are logged - Automatic outbound IVR calls and SMS messages to permit emergency contacts notifying them of the complaint
- SMS support for emergency contacts to mark a complaint as acknowledged or resolved with the ability to send resolution notes - Hotline Dashboard for tracking complaint volumes, trends, and categories
- Ability to upload Notes/Comments to each complaint
Compliance Monitoring Compliance monitoring provides up-to-date information for each identified Rental Unit and its compliance status. We configure your compliance definition specific to your jurisdiction rules and ordinances in order to provide up-to-date compliance status of each identified Rental Unit. Additionally, this product will:- Allow your team to send letters to non- compliant properties 24/7
- Configure letter templates with your branding and letterhead - Add as many letter sequences as you need for escalation - Monitor properties that become compliant after letter enforcement DocuSign Envelope ID: 733CEB35-F176-4910-B93F-C20E19485D87 59 CC 10-04-2022
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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
Mobile Permitting & Registration Mobile-enabled online forms and back-end systems for streamlining the registration/licensing/permitting of individual short-term rental hosts. These registration forms and workflows include:- Parcel Number lookup and validation
- E-Signatures
- ACH, Debit, and Credit Payments exclusively powered by Stripe.com - Registration Number & Certificate creation
- Document Upload
- Renewals
- Email confirmation
- Admin approval & denial
Rental Activity Monitoring Ongoing monitoring of Short Term Rental listings for signs of rental activity including historical revenue estimates & occupancy. Coupled with our Tax Collection product, users can also compare historical revenue estimates to actual reported revenue to identify those that may be underreporting and underpaying sales tax (i.e. TOT).

Upgrade to SDI 720p Streaming Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) DocuSign Envelope ID: 733CEB35-F176-4910-B93F-C20E19485D87 60 CC 10-04-2022
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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
Communications Cloud The Cloud is a Software-as-a-Service (SaaS) solution that enables government organizations to connect
with more people. By leveraging the
Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud includes:
• Unlimited email sends with industry-leading delivery and management
of all bounces
• Support to upload and migrate existing email lists
• Access to participate in the GovDelivery Network
• Ability to send mass notifications to multiple devices • 24/7 system monitoring, email and phone support during business hours, auto-response to inbound messages from
end users, and
emergency support
• Text-to-subscribe functionality
• Up to 2 Web-hosted training sessions annually
• Up to 50 administrators
• Up to 1 GovDelivery account(s)
• Access to a complete archive of all data created by the client for 18 months (rolling)
• Up to 3 hours of message template and integration development • Up to 100 subscription topics
• Up to 100,000
SMS/text messages per year from a shared short
code within the United States*
*International numbers are not supported. SMS/text messages not used in the period of performance will not carry over to the following year.

Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage.

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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
Legistar Legistar is a Software-as-a-Service (SaaS) solution that enables government organizations to automate
the entire legislative process of the clerk’s
office. Clerks can leverage Legistar to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes:
• Unlimited user accounts
• Unlimited meeting
bodies and meeting types
• Unlimited data storage and retention
• Up to one (1) Legistar database
• Up to one
(1) InSite web portal
Granicus Encoding Appliance
Software
(GT)
Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created.

Communications Cloud
Advanced Package
The Advanced Cloud Module gives government communicators better insight into the needs of citizens and improves their ability to enhance online transactions, promote behavior change through public awareness, and improve citizen engagement. The Advanced Cloud Module adds streamlined marketing capabilities that incorporate greater degrees of audience segmentation, personalization, message testing, and mobile engagement. The Advanced Cloud Module includes:
• Dynamic segmentation
around bulletins, engagement, and
question (e.g. zip code)
• Canned campaigns for re-engagement and new subscriber onboarding
• Testing: Simple (A/B, 10/10/80)
A subscription
for the Advanced Cloud Module is dependent on an active license for the GovDelivery Communications Cloud.

Government Transparency
Suite
Government Transparency are the live in-meeting functions. Streaming of an event, pushing of documents, and indexing of events.

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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
Meeting Efficiency Suite Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware- as-a-Service (HaaS) solution that enables government
organizations to
simplify the in-meeting management and post-meeting minutes creation processes of the clerk’s office. By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, use LiveManager to record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index points to quickly edit minutes, templates to format in Microsoft Word, and publish online with the click of a button. Meeting Efficiency includes:
• Unlimited user accounts
• Unlimited meeting
bodies
• Unlimited storage
of minutes documents
• Access to the LiveManager
software application for recording
information during meetings
• Access to the Word Add-in software component for minutes formatting in MS Word if desired
• Up to one (1) MS Word minutes template (additional templates can be purchased if needed)
Legistar Add-On - Laserfiche
Integration
Legistar Add-On - Laserfiche Integration is for the Legistar\Laserfiche integration that allows for documents to be imported from Laserfiche to Legistar and for Legistar to export reports\attachments to Laserfiche Project Finder Basic Unlimited project finders to be embedded across vaious web sites.

EngagementHQ Additional Hub
Admin
Additional hub administrator for team access.

EngagementHQ Additional Hub Add an additional hub to your existing hub subscription.

Rename to Brand Integration
Maintainence
Ongoing brand integration maintainence and support.

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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
CampaignDocs Public Kiosk
Subscription
Public access to your filings is available through your Public Kiosk in an unredacted form using our CampaignDocs Public Access™ module. The Public is able to search for filings in your office without the need of taking staff time to pull the original records. This is not only a cost savings for your staff, but eliminates the risk of the original filing disappearing or becoming misfiled when it’s returned. If the Public wants a copy of a filing, they order it at the kiosk and pay for it at the counter where they will pick up their copy.

CampaignDocs Web Publishing
Subscription
CampaignDocs WebPublisher™ module the public has access to redacted copies of the filings on the web. The public is able to search, view and print from their own computer without the need of using your agency’s resources.
eCampaign Subscription eCampaign™ system is a benefit to your filers. Your filers will be able to use our data screens to enter their contributions / expenditures as they occur and file their forms by the due date. The system will validate the information and summarize all the information on the forms. There are several tools that will help your Filer properly file their filings.

Tax Collection Tax Collection can be built as a separate mobile-enabled form or coupled with Mobile Permitting & Registration in one single portal allowing your users to:- Report revenue monthly, quarterly, or annually and pay sales tax due (i.e TOT)
- Remind users when they are registering for a permit/license to also report any back taxes
- Collect ACH, Debit, and Credit Payments exclusively powered by Stripe.com
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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
OpenCities SaaS License The OpenCities platform allows you to launch modern, easy to use websites that evolve to put the needs of your community at the center.

The SaaS License includes:
• All OpenCities out of the box functionality (excluding optional/premium modules priced separately)
• Platform
setup and full project management
• Managed cloud hosting via Microsoft AzureGov
• Ongoing security updates
• Ongoing product updates and enhancements
• WCAG AA
Accessibility maintained perpetually
• 99.9% up-time guarantee
and 24/7 support for Priority 1 issues (per
SLA)
• Comprehensive SLA and Support Ticketing system
See subscription agreement for details.

OpenCities SaaS License -
Setup and configuration
package
Installation and setup of OpenCities SaaS, including an assigned Project Manager
during the implementation phase.

OpenCities CMS Design This is a design package tailored for unique city requirements. Requires scoping by implementation.

Training - OpenCities OpenCities training session for up to 20 people, covering one of these topics:

1. Site Admin training

2. Content Publisher Training

3. Power Publisher training
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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
OpenForms Enterprise License
(30 users, 100 forms)
OpenForms is a digital forms builder specifically designed for Government.

Government services can be complicated, but the experience for the residents accessing them shouldn’t have to be. OpenForms is perfect for the business of government, with capabilities that will help you convert complex, multi-page forms and processes into simple, step-by-step online forms that adjust based on customers responses. The Enterprise plan to accelerate digital transformation for up to: 30 users, 100 published forms.

Key features include:
• Workspaces
• Response workflows
• Custom documents (Certificates, permits, formal letters & more) • Form
versioning & scheduling
• Drag
and drop form builder
• Display logic and calculations
• Payments
• Insights dashboard
• Form analytics
• Support team
access
• Save responses
• Unlimited responses
• Data connections
and API access
• Up to: 50GB file uploads, 2,000 web API calls per hour, 20 custom documents per form
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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
GXG Writing for the Web
Workshop
Content is the most important element of a website. We believe in using best practices to standardize and promote consistency. There's no better time to completely revamp your content than when you're updating your website and moving to a new CMS. We'll teach your team how to undeniably sound like the agency and focus on the user, helping you mature your communications and services over time. Services include:
• Workshop kick off:
align on goals, dates, and participants / services
• Services review: review every service selected to confirm workshop feasibility
• One 3-hour workshop (remote)
Sold as Firm Fixed Price
(not Time & Materials). Assumes a 2-week level of
effort to be completed within the
contract period. Assumes the client has
manual PDFs or use another digital tool. NOT for clients that mainly use third party applications for all services. NOT for clients that have a centralized content creation model (1-2 Content Authors/Publishers for the entire website)
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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
OpenCities Content Migration Content Migration Delivery: Once we have agreed upon a strategy and a timeline, our team of migrators will work to deliver your project by the designated deadline. At the end, you will receive:
• Access to the system with all agreed pages moved over • A recap document that details anything your team should know about what we migrated as well as recommendations
Client
Responsibilities:
• Completion of an AIM Spreadsheet (provided by OpenCities) listing all pages in hierarchical order
classified as either Archive, Improve
or Migrate (or purchase the Content Rationalization package add on)
• Identify individual or team with the ability
to clarify questions and
promptly make decisions about migration questions
• Provide a desired folder structure for files (if contracted) What’s IN scope?
• 400 pages of content migrated and audited/corrected to align with ADA standards OR 600 pages of content
migrated as it exists
today and is managed within your current CMS
• Documents/images (if contracted)
What’s NOT
in scope?
• Anything within an iFrame or embedded HTML content
• Dynamic content pulled from other systems
• Content not managed within CMS
• JavaScript, CSS, or other custom code
• Interactive web forms and/or single page applications • Written content within image/diagram
• Content contained inside a PDF file
• Documents and images on pages marked “Archive"
OpenForms License - Setup and
Configuration
Package
Setup and configuration of OpenForms Team License (5 users, 50 forms) Training - OpenForms OpenForms training session for up to 20 people.

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Cupertino, CA
Order #: Q-222413
Prepared: 08/04/2022
Solution Description
GXG Information Architecture Updating your website’s Information Architecture (IA) is key to improving the overall user experience. Our IA process involves website data analysis, user research and user testing, and other best-practice methodologies that serve to seamlessly bridge your goals with user needs. This effort will result in a strategic and scalable approach to content priorities, a development of a navigation structure for your new site, and the creation of an actionable implementation strategy for your existing content. Activities include:
• Kickoff: Align on goals, expectations, timelines, and deliverables • Data Audit: We'll review surveys, Google Analytics, and any other piece of data to get a sense of how the website is currently utilized, what the user priorities are, and how the current content is meeting their needs.
• User engagement: Conduct up to one (1) card sort with up to forty (40) external users OR up to one (1) tree test with up to forty (40) external users Deliverable:
• Recommendations & Implementation Report. Includes new Information Architecture map, connecting individual pages to their new categories and location in the site tree Assumptions:
• Covers analysis and IA for sites with up to 2,500 URLs. • Three-month period of performance to be completed within the contract period. • Does NOT include a content audit.
• Does NOT include content creation.
• Client sources external users for testing. • Does NOT include document review.

OpenCities Cloud Security
License
Deployment of Imperva Security and Content Delivery Network (CDN).

Providing leading caching and security resulting in enhanced protection from malicious attacks.

Once configured, it continuously monitors and blocks attacks. With a global 24/7/365 security operations center, it provides an expertly managed web application firewall, distributed denial of service attack protection and advanced bot detection.

OpenCities Imperva Security
License - Services Setup and
Configuration
Package
Setup and configuration of OpenCities Imperva Security License

UPDATES TO SHARED SHORT CODES FOR SMS/TEXT MESSAGING (US CLIENTS ONLY):
• Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short
Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for
an additional fee.
• Client must have explicit
opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its
use.

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1 Master Subscription Agreement
This Master Subscription Agreement (“Agreement) is made and entered into as of the latter date of the signatures below ( the “Effective Date”) by and between Cupertino, CA (“Client”) and Granicus , LLC, a Minnesota Limited Liability Company d/b/a Granicus (“Granicus”). Client and Granicus may each be referred to herein as “Party” or collectively as “Parties”.

By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly changing nature of digital communications, this Agreement may be updated from time to time at Granicus’ sole discretion. Notification to Client will be via email or posting to the Granicus website.

1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified:
“Agreement Term” means the total time covered by the Initial Term and all Extension Terms for each Order or SOW under this Agreement, further specified in Section 7.1. “Extension Term” means any term that increases the length of the Initial Term of this Agreement or an Order Term of an Order or SOW.
“Granicus Products and Services” means the products and services made available to Client pursuant to this Agreement, which may include Granicus products and services accessible for use by Client on a subscription basis (“Software-as-a-Service” or “SaaS”), Granicus professional services, content from
any professional services or other required equipment components or other required hardware, as specified in each Order or SOW.
“Initial Term” shall have the meaning specified in Exhibit A or Order or SOW between Granicus and Client for the first duration of performance that Client has access to Granicus Products and Services. “Order” means a written order, proposal, or purchase document in which Granicus agrees to provide and Client agrees to purchase specific Granicus Products and Services. “Order Term” means the then-current duration of performance identified on each Order or SOW, for which Granicus has committed to provide, and Client has committed to pay for, Granicus Products and Services.
“Statement of Work” or “SOW” means a written order, proposal, or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order or SOW shall describe the Parties’ performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services, as specified in each Order or SOW placed hereunder. “Support” means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order or SOW placed between the Parties.

2. Ordering and Scope

2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW related to the sale and purchase of Granicus Products and Services. Each Order or SOW will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the Parties; although, when a validly-issued purchase order by Client accompanies the Order or SOW, then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW , and by this reference is incorporated herein.

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2 2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term . Granicus may update its Support obligations under this Agreement, so long as the functionality purchased by Client is not materially diminished.

2.3. Future Functionality. Client acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features.

2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of this Agreement and set forth in one or more Order or SOW may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other duly signed writing setting forth all of the terms and conditions for such use. The applicable fees for additional municipalities, school districts or governmental agencies will be provided by Granicus to Client and the applicable additional party upon written request.

3. Use of Granicus Products and Services and Proprietary Rights

3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client as subscriptions during an Order Term specified in each Order or SOW. Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1.

3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order or SOW (collectively the “Permitted Use”).

3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Client sources (interactions with end users and opt-in contact lists). Client cannot upload purchased contact information into Granicus Products and Services without Granicus’ written permission and professional services support for list cleansing.

Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the Services outlined within this Agreement.

3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Client’s passwords.

3.2.3. Content. Client can only use Granicus Products and Services to share content that is created by and owned by Client and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription. Any content deemed inappropriate for a public audience or in support of programs or topics that are unrelated to Client, can be removed or limited by Granicus.

3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or published on Client’s website must be free from violation of or infringement of copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is not responsible for content migrated by Client or any third party.

3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or services available for sale through Client or any third party unless approved in writing, in advance, by Granicus. Granicus reserves the right to request and review the details of any agreement between Client and a third party that compensates Client for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services.
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3 3.2.5. Granicus Subscriber Information for Communications Cloud Suite only

3.2.5.1. Data Provided by Client. Data provided by Client and contact information gathered through Client’s own web properties or activities will remain the property of Client (“Direct Subscriber”), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Client, unless required by law.

3.2.5.2. Granicus shall not disclose the client’s data except to any third parties as necessary to operate the Granicus Products and Services (provided that the client hereby grants to Granicus a perpetual, noncancelable, worldwide, non- exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products and Services by the client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and Services and any other legitimate business purpose including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information).

3.2.5.3. Data Obtained through the Granicus Advanced Network

3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client’s digital communication (the “Advanced Network”). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a “Network Subscriber” to the agency it subscribed to through the Advanced Network.

3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud subscription with Granicus. Network Subscribers are available for use only on the GovDelivery Communications Cloud while Client is under an active GovDelivery Communications Cloud subscription. Network Subscribers will not transfer to Client upon termination of any Granicus Order, SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW or Exhibit placed under this Agreement. All information related to Network Subscribers must be destroyed by Client within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating.

3.2.5.3.3. Opt-In. During the last 10 calendar days of Client’s Order Term for the terminating Order, SOW or Exhibit placed under this Agreement, Client may send an opt-in email to Network Subscribers that shall include an explanation of Client’s relationship with Granicus terminating and that the Network Subscribers may visit Client’s website to subscribe to further updates from Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to Client upon termination.

3.3. Restrictions. Client shall not:

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4 3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus Clients;

3.3.3. Client must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients;

3.3.4. Client must not use the Services as a door or signpost to another server.

3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order or SOW placed hereunder;

3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services;

3.3.7. Use the Granicus Products and Services for any unlawful purposes;

3.3.8. Export or allow access to the Granicus Products and Servic es in violation of U.S. laws or regulations;

3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof, for third party use; or

3.3.10. Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part.

3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request, recommendation, correction or other feedback provided by Client relating to the use of the Granicus Products and Services. Granicus may use such submissions as it deems appropriate in its sole discretion.

3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the product names associated with the services are trademarks of Granicus or its suppliers, and no right or license is granted to use them.

4. Payment

4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW.

Annual fees are due upfront according to the billing frequency specified in each Order or SOW.

Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Client ’s responsibility to provide applicable exemption certificate(s).

4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any amount(s) Client reasonably disputes within thirty (30) days of the date of invoice for said amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Client has, in good faith, disputed an invoice and is diligently trying to resolve the dispute. Client ’s failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client ’s acceptance of the content of such invoice.

4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Client at least thirty (30) days prior to the end of the Order Term . Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order Terms), the Granicus Product and Services fees shall increase from the previous term’s fees by up to ten (10) percent per year.
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5 5. Representations, Warranties and Disclaimers

5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successfu l performance for the Granicus Products and Services ; however, the Granicus Products and Services are provided “AS IS” and as available.

5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY

AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.

6. Confidential Information

6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the other Party (Receiving Party) certain information which may be considered confidential and/or trade secret information (“Confidential Information”). Confidential Information shall include: (i) Granicus’ Products and Services, (ii) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (iii) non -public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication and (iv) any information that should be reasonably understood to be confidential or proprietary to the Receiving Party, given the nature of the information and the context in which disclosed.

Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the scope of the foregoing, each Receiving Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information.

If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance.

6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the R eceiving Party; (ii) was in the Receiving Party’s possession before receipt from the Disclosing Party; (iii) is rightfully receiv ed by the Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party; (v) is independently developed by the Receiving Party without use or reference to the D isclosing Party’s Confidential Information; or (vi) is disclosed with the prior written approval of the Disclosing Party. 97 CC 10-04-2022
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6 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information , Granicus must be notified in writing, in advance of the storage or sending. Should Client provide such notice, Client must ensure that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Client.

6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential Information immediately upon written request by the Disclosing Party; provided, however, that each Receiving Party may retain one copy of the Confidential Information in order to comply with applicable laws and the terms of this Agreement. Customer understands and agrees that it may not always be possible to completely remove or delete all personal data from Granicus’ databases without some residual data because of backups and for other reasons.

7. Term and Termination

7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and continue through the latest date of the Order Term of each Order or SOW under this Agreement, unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify a n Order Term for the Granicus Products and Services provided under the respective Order or SOW.

Client’s right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order or SOW, unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety (90) days prior to the end of the then-current Order Term, the Granicus Products and Services will automatically renew at the end of each term for an Extension Term of one (1) year.

7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order or SOW until termination or expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders or SOWs shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled to a refund of any prepaid fees upon termination.

7.3. Termination for Cause. The non-breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty ( 30) days after the non-breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. Granicus may, without liability, immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1.

7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination.

7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive termination of this Agreement and continue in full force and effect.

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7 8. Limitation of Liability

8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL

GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING

OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS’ REASONABLE CONTROL ,

EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.

8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT ’S BREACH OF SECTION 3.3, IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS

AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS

IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY

LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE

AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.

9. Indemnification

9.1. Indemnification by Granicus. Granicus will defend Client from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement (“Claims”) and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of a ny Claims by any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus determines that an affected Order or SOW is likely, or if the solution is determined in a final, non- appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW, Granicus will, in its discretion:
(a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non-infringing; or (c) terminate this Agreement or the applicable Order or SOW with respect to the affected solution and refund to Client any prepaid fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by anyone under Client’s direction or control or using logins or passwords assigned to Client); (ii) a modification made by Granicus pursuant to Client ’s required instructions or specifications or in reliance on materials or information provided by Client; or (iii) Client ’s use (or use by anyone under Client’s direction or control or using logins or passwords assigned to Client) of any Granicus Products and Services other than in accordance with this Agreement. This s ection 9.1 sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Granicus 99 CC 10-04-2022
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8 Products and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party.

9.2. Indemnification by Client. Client shall defend, indemnify, and hold Granicus harmless from and against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Client ’s (or that of anyone authorized by Client or using logins or passwords assigned to Client) use or modification of any Granicus Products and Services; (b) any Client content; or (c) Client’s violation of applicable law.

9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b) the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party’s prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party.

10. General

10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations.

10.2. Headings. The various section headings of this Agreement are inserted only fo r convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the Parties.

10.3. Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.

10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

10.5. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party’s consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party’s busines s by means of merger, stock purchase, asset purchase, or otherwise.

Any assignment or attempted assignment in violation of this Agreement shall be null and void.

10.6. No Third-Party Beneficiaries. Subject to Section 10.5 this Agreement is binding upon, and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third-party beneficiaries to this Agreement.

10.7. Notice. Other than routine administrative communications, which may be exchanged by the Parties via email or other means, all notices, consents, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier’s systems, if sent via FedEx, UPS, DHL, or other 100
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9 nationally recognized express carrier; (c) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable, for that Party will be deemed to have been amended. The mailing and email addresses of the Parties are as follows:

Granicus Cupertino, CA
ATTN: Contracts ATTN: Nidhi Mathur
Address: 408 St. Peter Street
Suite 600
Saint Paul, MN 55102

Address: 10300 Torre Avenue
Cupertino, CA 95014
Phone: (651) 757-4154 Phone: 408-777-3200
Email: [email protected] Email: [email protected]

10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event.

10.9. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the State of California, without reference to the State’s principles of conflicts of law. The Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Santa Clara County, California.

10.10. Entire Agreement. This Agreement, together with all Orders or SOWs referenced herein, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings, quotations, communications, and agreements. Granicus and Client agree that any and all Orders or SOWs are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWs or other purchase documents; (4) Granicus response to Client’s request for RFI, RFP, RFQ; and (5) Client’s RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or conflicting terms appearing on the purchase order or any other ordering materials submitted by Client. Upon request, Granicus shall reference a purchase order number on its invoices, provided, however, that Client acknowledges that it is Client’s responsibility to provide the corresponding purchase order information (including a purchase order number) to Granicus upon the creation of such a purchase order. Client agrees that a failure to provide Granicus with the corresponding purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant to Section 4.1 above.

10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client grants Granicus the right to use Client’s name and logo in Client lists and marketing materials. 101
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10 10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client’s use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly- authorized representatives on the Effective Date as set forth above.

Granicus Cupertino, CA
By:

By:

(Authorized Signature) (Authorized Signature)
Name:

Name:

(Print or Type Name of Signatory) (Print or Type Name of Signatory) Title:

Title:

Date:

Date:

(Execution Date) (Execution Date)

___________________________________
Heather M. Minner
City Attorney

___________________________________
Kirsten Squarcia Date
City Clerk

Kelly Oliver
Vice President Contracts
Jun 24, 2021
Kelly Oliver
Heather M. Minner
Jun 29, 2021
CTO
Bill Mitchell
Jun 29, 2021
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408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form Saint Paul, MN 55102 Prepared for
United
States Cupertino, CA
Order #: Q-147273
Prepared: 07/08/2021

of 15
Granicus Proposal for Cupertino, CA

ORDER DETAILS
Prepared By: John Watkins
Phone: (323) 909-5189
Email: [email protected]
Order #: Q-147273
Prepared On: 07/08/2021
Expires On: 07/05/2021
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Current Subscription End Date: 07/05/2021
Initial Order Term End Date: 07/05/2026
Period of Performance: 07/06/2021 - 07/05/2022
The subscription includes the following domain(s) and subdomain(s):
•cupertino.org

ORDER TERMS

EXHIBIT A
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared: 07/08/2021

PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared: 07/08/2021

Renewing Subscription Fees
Solution Period of
Performance
Billing
Frequency
Quantity/
Unit Annual Fee Prorated Fee
CampaignDocs Subscription 7/6/2021 to
7/5/2022 Annual 1 Each $1,461.93 $1,461.93
DisclosureDocs Full Review
Subscription
10/15/2021 to
7/5/2022 Annual 1 Each $521.57 $377.72
DisclosureDocs Ethics
Subscription
10/15/2021 to
7/5/2022 Annual 1 Each $736.87 $533.64
DisclosureDocs Subscription 10/15/2021 to
7/5/2022 Annual 1 Each $1,521.07 $1,101.56
eDisclosure Filer Module
Subscription
10/15/2021 to
7/5/2022 Annual 1 Each $1,521.07 $1,101.56
Address Identification 12/31/2021 to
7/5/2022 Annual 1 Each $12,494.99 $6,452.89
24/7 Hotline 12/31/2021 to
7/5/2022 Annual 1 Each $4,290.60 $2,215.83
Compliance Monitoring 12/31/2021 to
7/5/2022 Annual 1 Each $5,356.44 $2,766.27
Mobile Permitting &
Registration
12/31/2021 to
7/5/2022 Annual 1 Each $5,000.00 $2,582.19
Rental Activity Monitoring 12/31/2021 to
7/5/2022 Annual 1 Each $7,149.66 $3,692.36
Upgrade to SDI 720p
Streaming
1/26/2022 to
7/5/2022 Monthly 1 Each $1,350.62 $599.76
Communications Cloud 1/26/2022 to
7/5/2022 Annual 1 Each $6,365.41 $2,826.65
govAccess Developer Toolkit 1/26/2022 to
7/5/2022 Annual 1 Each $4,500.01 $1,998.29
Open Platform Suite 1/26/2022 to
7/5/2022 Monthly 1 Each $4,051.83 $1,799.27
Legistar 1/26/2022 to
7/5/2022 Quarterly 1 Each $9,724.41 $4,318.26
Granicus Encoding Appliance
Software (GT)
1/26/2022 to
7/5/2022 Quarterly 1 Each $1,350.62 $599.76
Communications Cloud
Advanced
Package
1/26/2022 to
7/5/2022 Annual 1 Each $1,591.35 $706.66
Government Transparency
Suite
1/26/2022 to
7/5/2022 Monthly 1 Each $5,875.17 $2,608.95
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared: 07/08/2021

Meeting Efficiency Suite 1/26/2022 to
7/5/2022 Monthly 1 Each $5,740.10 $2,548.97
Legistar Add-On - Laserfiche
Integration
1/26/2022 to
7/5/2022 Quarterly 1 Each $0.00 $0.00
Template - Sectioned View
Page
1/26/2022 to
7/5/2022 Quarterly 1 Each $0.00 $0.00
CampaignDocs - Hosting 7/6/2021 to
7/5/2022 Annual 1 Each $0.00 $0.00
CampaignDocs Public Kiosk
Subscription
7/6/2021 to
7/5/2022 Annual 1 Each $313.21 $313.21
CampaignDocs Web
Publishing Subscription
7/6/2021 to
7/5/2022 Annual 1 Each $626.54 $626.54
eCampaign Subscription 7/6/2021 to
7/5/2022 Annual 1 Each $1,253.09 $1,253.09
Tax Collection 12/31/2021 to
7/5/2022 Annual 1 Each $0.00 $0.00
SUBTOTAL: $82,796.56 $42,485.36
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared: 07/08/2021

FUTURE YEAR PRICING
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared: 07/08/2021

Period of Performance
Solution(s) 07/06/2022 -
07/05/2023
07/06/2023 -
07/05/2024
07/06/2024 -
07/05/2025
07/06/2025 -
07/05/2026
CampaignDocs Subscription $1,564.27 $1,673.76 $1,790.93 $1,916.29 DisclosureDocs Full Review
Subscription $558.08 $597.14 $638.94 $683.67
DisclosureDocs Ethics
Subscription $788.45 $843.64 $902.69 $965.88
DisclosureDocs Subscription $1,627.54 $1,741.47 $1,863.38 $1,993.81 eDisclosure Filer Module
Subscription $1,627.54 $1,741.47 $1,863.38 $1,993.81
Address Identification $13,369.63 $14,305.51 $15,306.90 $16,378.38 24/7 Hotline $4,590.94 $4,912.31 $5,256.17 $5,624.10
Compliance Monitoring $5,731.39 $6,132.59 $6,561.87 $7,021.20 Mobile Permitting & Registration $5,350.00 $5,724.50 $6,125.21 $6,553.98 Rental Activity Monitoring $7,650.14 $8,185.65 $8,758.64 $9,371.75 Upgrade to SDI 720p Streaming $1,445.16 $1,546.32 $1,654.56 $1,770.38 Communications Cloud $6,810.99 $7,287.76 $7,797.90 $8,343.76 govAccess Developer Toolkit $4,815.01 $5,152.06 $5,512.70 $5,898.59 Open Platform Suite $4,335.45 $4,638.94 $4,963.66 $5,311.12 Legistar $10,405.12 $11,133.48 $11,912.82 $12,746.72
Granicus Encoding Appliance
Software (GT) $1,445.16 $1,546.32 $1,654.56 $1,770.38
Communications Cloud
Advanced
Package $1,702.74 $1,821.93 $1,949.47 $2,085.93
Government Transparency
Suite $6,286.43 $6,726.48 $7,197.33 $7,701.15
Meeting Efficiency Suite $6,141.90 $6,571.84 $7,031.87 $7,524.10 Legistar Add-On - Laserfiche
Integration $0.00 $0.00 $0.00 $0.00
Template - Sectioned View
Page $0.00 $0.00 $0.00 $0.00
CampaignDocs - Hosting $0.00 $0.00 $0.00 $0.00
CampaignDocs Public Kiosk
Subscription $335.13 $358.59 $383.70 $410.55
CampaignDocs Web Publishing
Subscription $670.40 $717.33 $767.54 $821.27
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared: 07/08/2021

eCampaign Subscription $1,340.81 $1,434.66 $1,535.09 $1,642.55 Tax Collection $0.00 $0.00 $0.00 $0.00
SUBTOTAL: $88,592.28 $94,793.75 $101,429.31 $108,529.37 109
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared:
07/08/2021

PRODUCT DESCRIPTIONS
Solution Description
CampaignDocs Subscription CampaignDocs™ is a powerful desktop system used by the ROV staff that provides numerous features to help you manage your Campaign Filers, generate letters, emails, run reports on Filings, scan paper filing and receive Electronic Filings submitted by the filers that use eCampaign Module.

DisclosureDocs Full Review
Subscription
Filer Review – allows the Filing Officer to perform the required tasks of verifying the accuracy of forms and if needed requesting necessary Amendments. 20% on time and 100 % late filings. 10 % needs to be picked at random.

DisclosureDocs Ethics
Subscription
Ethics Training Tracking - Ethics and Sexual Harassment Prevention Training Tracking Modules work hand in hand with our DisclosureDocs /eDisclosure System. This Module allows tracking the Ethics Certificates and notifying Filers of their Ethics Training requirements.

DisclosureDocs Subscription DisclosureDocs™ is your robust desktop application that provides numerous features to help you manage your Filers, Conflict of Interest Code changes, Full and Facial Reviews, generate Letters, Emails, business process Reports and manage your corresponding Public Access and Electronic Filing components.
eDisclosure Filer Module
Subscription
eDisclosure™ application allows your Filers to login and file for all positions that he/she is holding as well as submit the filing to their Filing Officer(s).

Address Identification Ongoing monitoring of 60+ Short Term Rental websites including major platforms Airbnb, VRBO, HomeAway, Booking.com, FlipKey, & Expedia. Our machine learning will deduplicate all known Listings into unique Rental Units, where our identification team will provide owner contact information for further enforcement. This product includes:- Ongoing monitoring of all listings in your jurisdiction
- Updating listing activity and details every 3-5 days
- Screenshot activity of every listing
- Deduplication of listings into unique Rental Units
- Activity dashboard and map to monitor trends and breakdown of compliance
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Order Form
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CA
Order #: Q-147273
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Solution Description
24/7 Hotline 24/7 web and phone hotline for your community to report short term rental complaints such as parking, trash, noise disturbances, and illegal short term rentals. This product include:- Mobile-enabled online web form for citizens to submit tips or complaints (text, videos, and photos) - 24/7 call center for citizens to contact and report complaints verbally - Recordings for all call center complaints
- Email notifications to your team when complaints are logged - Automatic outbound IVR calls and SMS messages to permit emergency contacts notifying them of the complaint
- SMS support for emergency contacts to mark a complaint as acknowledged or resolved with the ability to send resolution notes - Hotline Dashboard for tracking complaint volumes, trends, and categories
- Ability to upload Notes/Comments to each complaint
Compliance Monitoring Compliance monitoring provides up-to-date information for each identified Rental Unit and its compliance status. We configure your compliance definition specific to your jurisdiction rules and ordinances in order to provide up-to-date compliance status of each identified Rental Unit. Additionally, this product will:- Allow your team to send letters to non- compliant properties 24/7
- Configure letter templates with your branding and letterhead - Add as many letter sequences as you need for escalation - Monitor properties that become compliant after letter enforcement Mobile Permitting & Registration Mobile-enabled online forms and back-end systems for streamlining the registration/licensing/permitting of individual short-term rental hosts. These registration forms and workflows include:- Parcel Number lookup and validation
- E-Signatures
- ACH, Debit, and Credit Payments exclusively powered by Stripe.com - Registration Number & Certificate creation
- Document Upload
- Renewals
- Email confirmation
- Admin approval & denial
Rental Activity Monitoring Ongoing monitoring of Short Term Rental listings for signs of rental activity including historical revenue estimates & occupancy. Coupled with our Tax Collection product, users can also compare historical revenue estimates to actual reported revenue to identify those that may be underreporting and underpaying sales tax (i.e. TOT).

Upgrade to SDI 720p Streaming Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) 111
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared:
07/08/2021

Solution Description
Communications Cloud The Cloud is a Software-as-a-Service (SaaS) solution that enables government
organizations to connect with more people. By leveraging the Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud includes:
• Unlimited email sends
with industry-leading delivery and
management of all bounces
• Support to upload and migrate existing email lists
• Access to participate in the GovDelivery Network
• Ability to send mass notifications to multiple devices • 24/7 system monitoring, email and phone support during business hours,
auto-response to inbound messages from end users, and
emergency support
• Text-to-subscribe functionality
• Up to 2 Web-hosted training sessions annually
• Up
to 50 administrators
• Up
to 1 GovDelivery account(s)
• Access
to a complete archive of all data created by the client for 18 months (rolling)
• Up to 3 hours of message template and integration development • Up
to 100 subscription topics
• Up to 100,000 SMS/text messages per year from a shared short code within the United States*
*International numbers are not supported. SMS/text messages not used in the period of performance will not carry over to the following year. govAccess Developer Toolkit The govAccess Developer Toolkit puts control back in the hands of technical staff while providing content contributors the ease of use and speed to adapt. Agencies can quickly and easily create new digital experiences for constituents across any device which can grow with the organization. The Developer Toolkit solution provides agencies with microsite management while maintaining consistent branding within with a single web platform. The Developer Toolkit includes core functionality such as:
• Microsite Builder
• Design Studio
• Content SDK
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Order Form
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CA
Order #: Q-147273
Prepared:
07/08/2021

Solution Description
Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage.

Legistar Legistar is a Software-as-a-Service (SaaS) solution that enables government organizations
to automate the entire legislative process of the clerk’s office. Clerks can leverage Legistar to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes:
• Unlimited user
accounts
• Unlimited meeting bodies and meeting types
• Unlimited data storage and retention
• Up to one (1) Legistar database
• Up to one (1) InSite web portal
Granicus Encoding Appliance
Software (GT)
Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created.

Communications Cloud
Advanced
Package
The Advanced Cloud Module gives government communicators better insight into the needs of citizens and improves their ability to enhance online transactions, promote behavior change through public awareness, and improve citizen engagement. The Advanced Cloud Module adds streamlined marketing capabilities that incorporate greater degrees of audience segmentation, personalization, message testing, and mobile engagement. The Advanced Cloud Module includes:
• Dynamic
segmentation around bulletins, engagement, and
question (e.g. zip code)
• Canned campaigns for re-engagement and new subscriber onboarding
• Testing: Simple (A/B, 10/10/80)

A
subscription for the Advanced Cloud Module is dependent on an active license for the GovDelivery Communications Cloud.

Government Transparency
Suite
Government Transparency are the live in-meeting functions. Streaming of an event, pushing of documents, and indexing of events. 113
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared:
07/08/2021

Solution Description
Meeting Efficiency Suite Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware- as-a-Service (HaaS) solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk’s office. By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, use LiveManager to record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index points to quickly edit minutes, templates to format in Microsoft Word, and publish online with the click of a button. Meeting Efficiency includes:
• Unlimited user
accounts
• Unlimited meeting bodies
• Unlimited storage of minutes documents
• Access to the LiveManager software application for recording information during meetings
• Access to the Word Add-in software component for minutes formatting in MS Word if desired
• Up to one (1) MS Word minutes template (additional templates can be purchased if needed)
Legistar Add-On - Laserfiche
Integration
Legistar Add-On - Laserfiche Integration is for the Legistar\Laserfiche integration that allows for documents to be imported from Laserfiche to Legistar and for Legistar to export reports\attachments to Laserfiche CampaignDocs Public Kiosk
Subscription
Public access to your filings is available through your Public Kiosk in an unredacted form using our CampaignDocs Public Access™ module. The Public is able to search for filings in your office without the need of taking staff time to pull the original records. This is not only a cost savings for your staff, but eliminates the risk of the original filing disappearing or becoming misfiled when it’s returned. If the Public wants a copy of a filing, they order it at the kiosk and pay for it at the counter where they will pick up their copy.

CampaignDocs Web Publishing
Subscription
CampaignDocs WebPublisher™ module the public has access to redacted copies of the filings on the web. The public is able to search, view and print from their own computer without the need of using your agency’s resources.
eCampaign Subscription eCampaign™ system is a benefit to your filers. Your filers will be able to use our data screens to enter their contributions / expenditures as they occur and file their forms by the due date. The system will validate the information and summarize all the information on the forms. There are several tools that will help your Filer properly file their filings. 114
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared:
07/08/2021

Solution Description
Tax Collection Tax Collection can be built as a separate mobile-enabled form or coupled with Mobile Permitting & Registration in one single portal allowing your users to:- Report revenue monthly, quarterly, or annually and pay sales tax due (i.e TOT)
- Remind users when they are registering for a permit/license to also report any back taxes
- Collect ACH, Debit, and Credit Payments exclusively powered by Stripe.com

GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
• Granicus Communications Suite Subscriber Information. o Data provided by the Client and contact information gathered through the Client's own web properties
or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law. o Granicus
shall: (i) not disclose the Client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the Client hereby grants to Granicus a perpetual, non-cancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and any other legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information).
• Data obtained through the Granicus Advanced Network.
o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the 'Advanced Network'). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the agency it subscribed to through the Advanced Network.
o Network
Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be destroyed by the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating. o Opt-In.

During the last 10 calendar days of the Client's subscription, the Client may send an opt- in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination. 115
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared:
07/08/2021

TERMS & CONDITIONS
• This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Cupertino, CA to provide applicable exemption certificate(s). • Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.
• Client will be invoiced for use of any product or service measured or capped by volume or amount of usage that exceeds the permitted amount set forth in this Quote at the same cost or rate set forth herein. • Updates to Shared Short Codes for SMS/Text Messaging:

Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee.

Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use.
• Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. • Renewal pricing for Address Identification, Compliance Monitoring, Rental Activity Monitoring, 24/7 Hotline, Tax Collection, and Mobile Permitting & Registration is based on the average volume of rental listings or units for the preceding 10-12 months and is subject to volume-based pricing adjustments as described herein. 116
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Order Form
Cupertino,
CA
Order #: Q-147273
Prepared:
07/08/2021

BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ]
- Yes
Billing Address: PO Number:

If PO required
Billing Email: Billing Phone:

If submitting a Purchase Order, please include the following language:

The pricing, terms, and conditions of quote Q-147273 dated 07/08/2021 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
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Contract No. ________

Exhibit A: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured.

1. MI

NIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).

Primary Coverage:

Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it.

Notice of Cancellation:

Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non- payment of premiums.

Workers' Compensation:

As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.

The
Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants.

General Liability:

For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a ge neral aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). 118
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Contract No. ________

c. T
he limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called u pon to protect City as a named insured.

Automobile Liability
ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.

Cyber Liability:

Insurance, with limits not less than:
$2,000,000 each occurrence
$2,000,000 aggregate - all other
Cove
rage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this A greement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If th
e Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

2. ABSENCE
OF INSURANCE COVERAGE.

City may direct Software Provider to im mediately cease a ll activities with re spect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limi ts specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider.

3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION.

A Ce rtificate of Insuran ce, on an Accord form, and comple ted cove rage v erification shall be provided to City by each of Software Provider's insuranc e companies as evidence of the stipulated cove rages prior to the C ommencement Date of this Agreement , and annuall y thereafter for the te rm of this Agreement. All of the insurance companies providi ng insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Be st Rating Service rate of A:VII or above. 119
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Contract No. ________

4. S

UBCONTRACTORS
Sof
tware Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies.

5. HI

GHER INSURANCE LIMITS
If S
oftware Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider .

6. ADEQ

UACY OF COVERAGE
Ci
ty reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice.
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ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

DATE (MM/DD/YYYY)

PRODUCER CONTACT
NAME:

FAXPHONE
(A/C, No):(A/C, No, Ext):

E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER

POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $

DAMAGE TO RENTED
CLAIMS-MADE OCCUR $PREMISES (Ea occurrence)
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT
OTHER: $
COMBINED SINGLE LIMIT $(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $
OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED RETENTION $ $

PER OTH-

STATUTE ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCE
Lockton Insurance Brokers, LLC
CA License #OF15767
Three Embarcadero Center, Suite 600
San Francisco CA 94111
(415) 568-4000
Granicus, LLC
408 Saint Peter Street
Suite 600
Saint Paul MN 55102
GRAIN01
Columbia Casualty Company 31127
Continental Casualty Company 20443
The Continental Insurance Company 35289
National Fire Insurance Co of Hartford 20478
X
X
1,000,000
1,000,000
15,000
1,000,000
2,000,000
2,000,000
X X
X Comp $100 DedX Coll $1,000 Ded
1,000,000

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX
N
X
1,000,000
1,000,000
1,000,000
Cyber Liability $5M/ $25K RET.

B 6043664084 10/20/2020 10/20/2021
A 6043664103 10/20/2020 10/20/2021
D 596722177 (E&O/Cyber) 12/15/2020 12/15/2021
C 6043664067 (AOS) 10/20/2020 10/20/2021
C 6043664070 (CA) 10/20/2020 10/20/2021

NOT APPLICABLE
10/20/2021
1449952
Y N
N N
Y
12/18/2020
N N
16781970
16781970 XXXXXXX
City of Cupertino
10300 Torre Avenue
Cupertino CA 95014-3255
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, is an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Waiver of Subrogation applies per attached endorsement or policy language.

X X
See Attachments
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To whom it may concern:

In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance.

To ensure electronic delivery for future renewals of this certificate, we need your email address.

Please contact us via one of the methods below, referencing Certificate ID 16781970.  Email: [email protected]
 Phone: (213) 689-2300
If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed.

In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above.

The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox.

Thank you for your cooperation and willingness in reducing our environmental footprint.

Lockton Insurance Brokers, LLC – Pacific Series
Lockton Insurance Brokers, LLC
License #0F15767
777 S Figueroa Street, 52nd Fl / Los Angeles, CA 90017-5524 213-689-0065 / FAX: 213-689-0550
lockton.com
Attachment Code: D568356 Master ID: 1449952, Certificate ID: 16781970 122
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G-00000-A
(Ed. )
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply.

TABLE OF CONTENTS

1. Additional Insureds

2. Additional Insured - Primary And Non-Contributory To Additional Insured’s Insurance

3. Bodily Injury – Expanded Definition

4. Broad Knowledge of Occurrence/ Notice of Occurrence

5. Broad Named Insured

6. Estates, Legal Representatives and Spouses

7. Expected Or Intended Injury – Exception for Reasonable Force

8. In Rem Actions

9. Incidental Health Care Malpractice Coverage

10. Joint Ventures/Partnership/Limited Liability Companies

11. Legal Liability – Damage To Premises

12. Medical Payments

13. Non-owned Aircraft Coverage

14. Non-owned Watercraft

15. Personal And Advertising Injury – Discrimination or Humiliation

16. Personal And Advertising Injury - Limited Contractual Liability

17. Property Damage - Elevators

18. Supplementary Payments

19. Property Damage – Patterns, Molds and Dies

20. Unintentional Failure To Disclose Hazards

21. Waiver of Subrogation – Blanket
G-00000-A Page 1 of 1
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1. ADDITIONAL INSUREDS
a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement:
(1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to:
(a) the bodily injury or property damage; or
(b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:
(1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below.

Any coverage granted by this endorsement shall apply only to the extent permissible by law.

A. Controlling Interest
Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury arising out of:

1. such person or organization’s financial control of a Named Insured; or

2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

B. Co-owner of Insured Premises
A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’s liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises.

C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such
person or organization’s liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured.

D. Lessor of Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured’s maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.

E. Lessor of Land
Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the G-00000-A Page 2 of 1
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termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

F. Lessor of Premises
An owner or lessor of premises leased to the Named Insured, or such owner or lessor’s real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

G. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver’s liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured’s ownership, maintenance, or use of a premises by a Named Insured.

The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

H. State or Governmental Agency or Subdivision or Political Subdivisions – Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state
or governmental agency or subdivision or political
subdivision’s liability for bodily injury, property damage or personal and advertising injury arising out of:

1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies:
a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or

2. the permitted or authorized operations performed by a Named Insured or on a Named Insured’s behalf.

The coverage granted by this paragraph does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard.

With respect to this provision’s requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured.

I. Trade Show Event Lessor

1. With respect to a Named Insured’s participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury caused by:
a. the Named Insured’s acts or omissions; or
b. the acts or omissions of those acting on the Named Insured’s behalf, in the performance of the Named Insured’s ongoing operations at the trade show event premises during the trade show event.

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2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard.

J. Vendor
Any person or organization but only with respect to such person or organization’s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that:

1. The coverage granted by this paragraph does not apply to:
a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement;
b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization’s premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or
organization; or
h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products.

3. This Paragraph J. also does not apply:
a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part;
b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part.

K. Other Person Or Organization / Your Work
Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:

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1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor

2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and
c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part.

2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph:

If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured.

B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above:

Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization.

3. BODILY INJURY – EXPANDED DEFINITION
Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:

Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease.

4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions:

A. BROAD KNOWLEDGE OF OCCURRENCE
The Named Insured must give the Insurer or the Insurer’s authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice.

B. NOTICE OF OCCURRENCE
The Named Insured’s rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured’s reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim.

5. BROAD NAMED INSURED
WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following:

3. Pursuant to the limitations described in Paragraph

4. below, any organization in which a Named Insured
has management control:

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a. on the effective date of this Coverage Part; or
b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance.

But this BROAD NAMED INSURED provision does not apply to:
(a) any partnership or joint venture; or
(b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part.

For the purpose of this provision, and of this endorsement’s JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means:

A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or
B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust.

4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to:
a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor
b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases.

5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own
names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ.

6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’ acts, errors or omissions in the conduct of the Named Insured’s business.

7. EXPECTED OR INTENDED INJURY – EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the
following:

This insurance does not apply to:

Expected or Intended Injury
Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property.

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8. IN REM ACTIONS
A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured.

9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE
Solely with respect to bodily injury that arises out of a health care incident:

A. Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following:
b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured’s primary business purpose, and only if:
(1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and
B. Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to:
i. add the following to the Employers Liability exclusion:

This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits).
ii. delete the exclusion entitled Contractual Liability and replace it with the following:

This insurance does not apply to:

Contractual Liability
the Insured’s actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees.
iii.
add the following additional exclusions.

This insurance does not apply to:

Discrimination
any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual’s race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation.

Dishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.

Medicare/Medicaid Fraud
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program.

Services Excluded by Endorsement
Any health care incident for which coverage is excluded by endorsement.

C. DEFINITIONS is amended to:
i. add the following definitions:

Health care incident means an act, error or omission by the Named Insured’s employees or volunteer workers in the rendering of:

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a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received.

Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required:
a. Physician;
b. Nurse;
c. Nurse practitioner;
d. Emergency medical technician;
e. Paramedic;
f. Dentist;
g. Physical therapist;
h. Psychologist;
i. Speech therapist;
j. Other allied health professional; or
Professional health care services does not include any services rendered in connection with human clinical trials or product testing.
ii. delete the definition of occurrence and replace it with the following:

Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence;
iii. amend the definition of Insured to:
a. add the following:
• the Named Insured’s employees are Insureds with respect to:
(1) bodily injury to a co-employee while in the course of the co-employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; and
(2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured’s business;
when such bodily injury arises out of a health care incident. • the Named Insured’s volunteer workers are Insureds with respect to:
(1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured’s business; and
(2) bodily injury to an employee while in the course of the employee’s employment by the
Named Insured or while performing duties related to the conduct of the Named Insured’s business;
when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following:

Insured does not include any physician while acting in his or her capacity as such.

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D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following:

Other Insurance
b. Excess Insurance
(1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage.

10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following:

No person or organization is an Insured with respect to:
• the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor
• the conduct of a current or past limited liability company in which a Named Insured’s interest does/did not rise to the level of management control;
except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that:
a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company.

11. LEGAL LIABILITY – DAMAGE TO PREMISES
A. Under COVERAGES, Coverage A – Bodily Injury and
Property Damage Liability, the paragraph entitled
Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following:

Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE.

B. Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following:

Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section.

C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following:

6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to:

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a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and
b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days.

The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations.

D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following:
(ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured’s care, custody or control;
E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part.

12. MEDICAL PAYMENTS
A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following:

7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C – Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of:
(1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@; or (2) the amount shown in the Declarations for Medical Expense Limit.

B. Under COVERAGES, the Insuring Agreement of Coverage C – Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following:
(b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and

13. NON-OWNED AIRCRAFT
Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows:

The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following:

This exclusion does not apply to an aircraft not owned by any Named Insured, provided that:

1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot;

2. the aircraft is rented with a trained, paid crew to the Named Insured; and

3. the aircraft is not being used to carry persons or property for a charge.

14. NON-OWNED WATERCRAFT
Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following.

This exclusion does not apply to:
(2) a watercraft that is not owned by any Named Insured, provided the watercraft is:
(a) less than 75 feet long; and
(b) not being used to carry persons or property for a charge.

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15. PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort:
• Discrimination or humiliation that results in injury to the feelings or reputation of a natural person.

B. Under COVERAGES, Coverage B – Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to:

1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following:

This insurance does not apply to:

Knowing Violation of Rights of Another
Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of:
(a) the Named Insured; or
(b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured.

2. add the following exclusions:

This insurance does not apply to:

Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured.

Premises Related Discrimination
discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured.

Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination.

The coverage provided by this PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from
• Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part.

16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B –Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following:

This insurance does not apply to:

Contractual Liability
Personal and advertising injury for which the Insured has assumed liability in a contract or agreement.

This exclusion does not apply to liability for damages:
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(2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract.

Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided:
(a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and
(b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged.

B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following:

Insured contract means that part of a written contract or written agreement pertaining to the Named Insured’s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B:

1. Paragraph 2.d. is replaced by the following:
d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee;

2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following:

So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer’s request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance.

D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part.

17. PROPERTY DAMAGE – ELEVATORS
A. Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators.

B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE – ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph:

This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators.

18. SUPPLEMENTARY PAYMENTS
The section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows:

A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and
B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit.

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19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES
Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit:

A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly.

20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’s Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.

21. WAIVER OF SUBROGATION - BLANKET
Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following:

The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of:

1. the Named Insured’s ongoing operations; or

2. your work included in the products-completed operations hazard.

However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement:

1. is in effect or becomes effective during the term of this Coverage Part; and

2. was executed prior to
the bodily injury, property damage or personal and advertising injury giving rise to the claim.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

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CNA
Workers Compensation And Employers Liability Insurance
Policy Endorsement

BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it is attached.

It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following:

We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations
The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%.

All other terms and conditions of the policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy 1 unless another expiration date is shown below.

Form No: G-19160-B (11-1997)
Endorsement Effective Date: Endorsement Expiration Date:

Endorsement No: 7; Page: 1 of 1
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved.

Policy No: WC 6 43664070 -1
Policy Effective Date: 10/20/2020
Policy Page: 38 of 52
Attachment Code: D529218 Certificate ID: 16781970
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CITY OF CUPERTINO
Agenda Item
22-11477 Agenda Date: 10/4/2022
Agenda #: 13.

Subject: Consideration of an award of a construction contract for the 2022 Pavement Maintenance Phase 2 Project - Project No. 2022-107.

1. Award a construction contract for the 2022 Pavement Mainenance Phase 2 Project

2. Authorize the City Manager to execute a contract in the amount of $1,672,133.50

3. Authorize the Director of Public Works to execute any necessary change orders, up to the construction contingency amount of $167,213.00 for a total authorized contract amount of $1,839,346.50
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CITY COUNCIL STAFF REPORT
Meeting: October 4, 2022

Subject
Consideration of an award of a construction contract for the 2022 Pavement Maintenance Phase 2 Project – Project No. 2022-107

Recommended Action

1. Award a construction contract for the 2022 Pavement Maintenance Phase 2 Project

2. Authorize the City Manager to execute a contract in the amount of $1,672,133.50

3. Authorize the Director of Public Works to execute any necessary change orders, up to the construction contingency amount of $167,213.00 for total authorized contract amount of $1,839,346.50

Discussion
On September 13, the City of Cupertino received two bids for the 2022 Pavement Maintenance Phase 2 Project. This project provides a rubberized cape seal on South Tantau Avenue, Prospect Road and South Stelling Road between Prospect Road and the SR-85 bridge deck. The project also provides crack seal and fog seal treatments on various city streets. A full list of work to be completed is included in Attachment A.

Work is anticipated to begin in October (weather permitting) and be completed in Spring of 2023. The following is a summary of bids deemed responsive:

Bidder Bid Amount
Engineers Estimate $1,550,000.00
Pavement Coating, Co $1,672,133.50
VSS International $1,740,120.00

Sustainability Impact
Maintaining and preserving the local streets and road system in good condition will reduce drive time and traffic congestion, improve bicycle safety, and make the pedestrian experience safer and more appealing. This leads to reduced vehicle emissions, helping the City achieve air quality and greenhouse gas emission reduction goals.

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California Environmental Quality Act (CEQA)
This project is exempt from CEQA under 14 C.C.R Sections 15301(c), repair and maintenance of existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities.

Fiscal Impact
Award of this project will result in a fiscal impact up to $1,839,346.50. The amount of $1,309,445.5 will be deducted from the $2,041,093.29 available in account 270-85-821 900 902 (Capital Outlay Senate Bill 1) and $519,899 will be deducted from the $1,011.043.00 available in account 270-85-821 700-702 (Street Pavement Maintenance Contract Services.) No additional appropriations are needed.

_____________________________________

Prepared by: Jo Anne Johnson, Project Manager
Reviewed by: Matt Morley, Director of Public Works
Approved for Submission by: Pamela Wu, City Manager
Attachments:

A – Project Street List
B – Draft Contract
C – Project Location Map
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2022 PAVEMENT MAINTENANCE PHASE 2 ATTACHMENT A - PROJECT STREET LIST Street Name From To Treatment

ALPINE DR N FOOTHILL BLVD SALEM AVE FOG SEAL

ANTHONY PL SALEM END FOG SEAL

BEAVEN AVE STOKES AVE NOEL AVE FOG SEAL
Benetti Ct Dempster Ave W End FOG SEAL

BYERLY CT SALEM AVE END FOG SEAL

CALLE DE BARCELONA MILLER AVE FINCH AVE FOG SEAL

CANDLELIGHT WAY CRESTLINE DR SHADOWHILL LN FOG SEAL

CLEARKCREEK CT PHAR LAP DR END FOG SEAL

CLEARWOOD CT PHAR LAP DR END FOG SEAL

CLEO AVE GARDENSIDE LN END FOG SEAL

CORTE DE MADRID CALLE DE BARCELONA S END FOG SEAL

CORTE DE SAVILLE CALLE DE BARCELONA END FOG SEAL

CRABTREE AVE JOHNSON AVE STERLING BLVD FOG SEAL

CREEKLINE DR NOVEMBER DR END FOG SEAL

CREEKSIDE CT PHAR LAP DR END FOG SEAL

CULBERTSON DR MEIGGS LN BARNHART AVE FOG SEAL

DEEPROSE PL PRICE AVE END FOG SEAL

EDWARD WAY BUBB RD RONALD WAY FOG SEAL

FORT BAKER DR PRESIDIO DR HYANNISPORT DR FOG SEAL

GARDENSIDE LN KINGSBURY PL RAINBOW DR FOG SEAL

HYANNISPORT DR LINDA VISTA DR BUBB RD FOG SEAL

JANICE AVE STEVENS CREEK BLVD CASS PL FOG SEAL

JOHNSON AVE LOREE AVE BARNHART AVE FOG SEAL
KENTWOOD AVE 600' W/O DE ANZE BLVD TIP TOE FOG SEAL

KINGSBURY CT KINGSBURY PL END FOG SEAL

KINGSBURY PL CANDLELIGHT WAY GARDENSIDE LN FOG SEAL

LA PALOMA DR COLUMBUS AVE SANTA TERESA DR FOG SEAL

LOCKFORD CT SCOTLAND DR END FOG SEAL

MADRONE CT END END FOG SEAL

MANZANITA CT END END FOG SEAL

MARIA ROSA WAY ROSARIO AVE COLUMBUS AVE FOG SEAL

MEADOW PL VOSS AVE END FOG SEAL

MELLO PL PRICE AVE END FOG SEAL

MENHART CALVERT DR MORETTI DR FOG SEAL

MORETTI BARNHART AVE LOREE AVE FOG SEAL

NEWSOM JOHNSON AVE WUNDERLICH DR FOG SEAL

NOEL AVE BEAVEN AVE FITZGERALD DR FOG SEAL

NORWICH AVE MERRITT DR AMHERST DR FOG SEAL

OASIS CT ALPINE DR END FOG SEAL

PERALTA CANYON OAK WAY END FOG SEAL

PRICE AVE BLANEY AVE PORTAL AVE FOG SEAL

RAINBOW DR VILLA MARIA CT S END FOG SEAL

RAMPART AVE E ESTATES DR GLENVIEW AVE FOG SEAL
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2022 PAVEMENT MAINTENANCE PHASE 2 ATTACHMENT A - PROJECT STREET LIST Street Name From To Treatment

RANCHO PL RANCHO VENTURA ST END FOG SEAL

RANCHO VENTURA ST FOOTHILL BLVD PALO VISTA FOG SEAL

RONALD WAY ROSARIO AVE EDWARD WAY FOG SEAL
Scotland Dr Squirewood Way Kingsbury Pl FOG SEAL

SHADOWHILL LN STELLING RD CANDLELIGHT WAY FOG SEAL

SILVER OAK WY FOOTHILL LAZY OAK CT FOG SEAL

SILVERADO DR DE ANZA BLVD WHITNEY WAY FOG SEAL

SQUIREWOOD WAY STELLING RD SCOTLAND DR FOG SEAL

STANFORD PL KENTWOOD AVE ANNETTE WAY FOG SEAL

STEEPLECHASE LN ROLLINDELL KENTWOOD AVE FOG SEAL

SUISUN DR FARALLONE DR BLANEY AVE FOG SEAL

TERRY WAY RODRIGUES END FOG SEAL

TILSON AVE S TANTAU AVE STERN FOG SEAL

TILSON AVE STERN CALVERT DR FOG SEAL
UPLAND WAY 11593 UPLAND WAY S END FOG SEAL

WESTERN DR RODRIGUES AVE SCOFIELD DR FOG SEAL

WILL CT LAZENEO DR S END FOG SEAL

WUNDERLICH DR TILSON AVE MENHART LN FOG SEAL

PROSPECT RD DE ANZA JAMESTOWN RUBBER CAPE

PROSPECT RD JAMESTOWN STELLING RUBBER CAPE

STELLING RD PROSPECT WATERFORD RUBBER CAPE

STELLING RD WATERFORD RAINBOW RUBBER CAPE

STELLING RD RAINBOW SQUIREHILL RUBBER CAPE

STELLING RD SQUIREHILL ORION RUBBER CAPE
STELLING RD ORION SR85 RUBBER CAPE

TANTAU AV SUTTON PARK BOLLINGER RUBBER CAPE

TANTAU AVE STEVENS CREEK COZETTE RUBBER CAPE

TANTAU AVE COZETTE MURIEL RUBBER CAPE

TANTAU AVE MURIEL PHIL RUBBER CAPE

TANTAU AVE PHIL SUTTON PARK RUBBER CAPE
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ATTACHMENT B – DRAFT CONTRACT

2022 Pavement Maintenance Phase 2 2021 Form CONTRACT
Project # 2022-107 Page 1

Contract

This public works contract (“Contract”) is entered into by and between City of Cupertino (“City”) and Pavement Coating, Co. (“Contractor”), for work on the 2022 Pavement Maintenance Phase 2 Project (“Project”).

The parties agree as follows:

1. Award of Contract. In response to the Notice Inviting Bids, Contractor has submitted a Bid Proposal to perform the Work to construct the Project. On September 13, 2022, City authorized award of this Contract to Contractor for the amount set forth in Section 4, below.

2. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the documents listed below. The definitions provided in Article 1 of the General Conditions apply to all of the Contract Documents, including this Contract.

2.1 Notice Inviting Bids;

2.2 Instructions to Bidders;

2.3 Addenda, if any;

2.4 Bid Proposal and attachments thereto;

2.5 Contract;

2.6 Payment and Performance Bonds;

2.7 General Conditions;

2.8 Special Conditions;

2.9 Project Plans and Specifications;

2.10 Change Orders, if any;

2.11 Notice of Potential Award;

2.12 Notice to Proceed; and

2.13 The following: Caltrans Standard Specifications, Location Map, Estimated Quantities, Attachment A – Work Hour Restrictions

3. Contractor’s Obligations. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. Contractor agrees to carry out its work in compliance with any applicable local, State or Federal order regarding COVID-19.

4. Payment. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor $1,672,133.50 (“Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions in the General Conditions.

5. Time for Completion. Contractor will fully complete the Work for the Project, meeting all requirements for Final Completion, within 45 calendar days from the commencement date given in the Notice to Proceed (“Contract Time”). By signing below, Contractor expressly waives any claim for delayed early completion.

6. Liquidated Damages. If Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of $1,000.00 per day for each day of 142
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ATTACHMENT B – DRAFT CONTRACT

2022 Pavement Maintenance Phase 2 2021 Form CONTRACT
Project # 2022-107 Page 2

unexcused delay in achieving Final Completion, and such liquidated damages may be deducted from City’s payments due or to become due to Contractor under this Contract.

7. Labor Code Compliance.

7.1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers’ compensation insurance, as further specified in Article 9 of the General Conditions.

7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available online at http://www.dir.ca.gov/DLSR.

7.3 DIR Registration. City may not enter into the Contract with a bidder without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations to perform public work pursuant to Labor Code § 1725.5, subject to limited legal exceptions.

8. Workers’ Compensation Certification. Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code § 3700 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 I will comply with such provisions before commencing the performance of the Work on this Contract.”

9. Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or requirement, or in violation of any California law, including Government Code § 1090 et seq., or the Political Reform Act, as set forth in Government Code § 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.

10. Independent Contractor. Contractor is an independent contractor under this Contract and will have control of the Work and the means and methods by which it is performed. Contractor and its Subcon tractors are not employees of City and are not entitled to participate in any health, retirement, or any other employee benefits from City.

11. Notice. Any notice, billing, or payment required by or pursuant to the Contract Documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF file. Notice is deemed effective upon delivery, except that service by U.S. Mail is deemed effective on the second working day after deposit for delivery. Notice for each party must be given as follows:

City:

Department of Public Works
10300 Torre Ave
Cupertino, CA 95014
408-777-3245
Attn: Jo Anne Johnson
[email protected]
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ATTACHMENT B – DRAFT CONTRACT

2022 Pavement Maintenance Phase 2 2021 Form CONTRACT
Project # 2022-107 Page 3

Copy to: Pwinvoices
[email protected]

Contractor:

Name:_____________________________________
Address:___________________________________
City/State/Zip:_______________________________
Phone:_____________________________________
Attn:_______________________________________
Email:______________________________________
Copy to:____________________________________

12. General Provisions.

12.1 Assignment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City’s written consent. This Contract is binding on Contractor’s and City’s lawful heirs, successors and permitted assigns.

12.2 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract.

12.3 Governing Law and Venue. This Contract will be governed by California law and venue will be in the Santa Clara County Superior Court, and no other place.

Contractor waives any right it may have pursuant to Code of Civil Procedure § 394, to file a motion to transfer any action arising from or relating to this Contract to a venue outside of Santa Clara County, California.

12.4 Amendment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract.

12.5 Integration. This Contract and the Contract Documents incorporated herein, including authorized amendments or Change Orders thereto, constitute the final, complete, and exclusive terms of the agreement between City and Contractor.

12.6 Severability. If any provision of the Contract Documents is determined to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions of the Contract Documents will remain in full force and effect.

12.7 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Contractor certifies, by signing below, that it is not identified on a list created under the Iran Contracting Act, Public Contract Code § 2200 et seq. (the “Act”), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act.

12.8 Authorization. Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code § 313. 144
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ATTACHMENT B – DRAFT CONTRACT

2022 Pavement Maintenance Phase 2 2021 Form CONTRACT
Project # 2022-107 Page 4

The parties agree to this Contract as witnessed by the signatures below:

CITY: Approved as to form:

s/_______________________________ s/__________________________________

________________________________ ___________________________________ Name, Title Name, Title

Date: ___________________________ Date: ______________________________

Attest:

s/_______________________________

_________________________________
Name, Title

Date: ___________________________

CONTRACTOR: PAVEMENT COATING CO.

Business Name

s/_______________________________ Seal:

_________________________________
Name, Title

Date: ____________________________

Second Signature (See Section 12.8):

s/_______________________________

_________________________________
Name, Title

Date: ____________________________

___________________________________________________
Contractor’s California License Number(s) and Expiration Date(s)

END OF CONTRACT

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Attachment C
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CITY OF CUPERTINO
Agenda Item
22-11216 Agenda Date: 10/4/2022
Agenda #: 14.

Subject: Consider authorizing execution of an Agreement between the City of Cupertino and Cupertino Historical Society

1. Authorize the City Manager to execute an Agreement between the City of Cupertino and Cupertino Historical Society for three years, at an annual amount of not-to-exceed $40,000; and if performance is satisfactory, followed up by up to two additional years for a total of five years at the same not-to-exceed annual amount of $40,000.

2. Adopt Resolution No. 22-122 to approve budget modification No. 2223-242 increasing appropriations in the City Council, Community Funding budget 100-10-104.

Presenter: Rachelle Sander, Acting Director of Parks and Recreation CITY OF CUPERTINO Printed on 9/28/2022Page 1 of 1
powered by Legistar™
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CITY COUNCIL STAFF REPORT
Meeting: October 4, 2022

Subject
Consider authorizing execution of an Agreement between the City of Cupertino and Cupertino Historical Society

Recommended Action

1. Authorize the City Manager to execute an Agreement between the City of Cupertino and Cupertino Historical Society for three years, at an annual amount of not-to-exceed $40,000; and if performance is satisfactory, followed up by to two additional years for a total of five years at the same not-to-exceed annual amount of $40,000.

2. Adopt Resolution No. 22-___ to approve budget modification No. 2223-242 increasing appropriations in the City Council, Historical Society budget 100-10- 104.

Discussion
Background
On July 6, 1992, Council authorized execution of the original tenant agreement with the Cupertino Historical Society at the Quinlan Community Center. The agreement was later renewed in 1994 and 1996 (Attachment A).

The Cupertino Historical Society has been awarded funding through the Community Funding Grant Program since 2015. As part of the Fiscal Year 2019-2020 budget approval process at the June 18, 2019 City Council meeting, Council unanimously approved to designate an annual amount of $20,000 as a base (or line) item for the Cupertino Historical Society. These funds are to be allocated in the Community Funding Grant Program budget as their own line item.

Below is a breakdown of the Historical Society’s previously awarded funds through the Community Funding Grant Program:

2015 - $10,000
2016 - $15,000
2017 - $15,000
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2018 - $15,000
2019 - $20,000 (individual budget line item)
2020 - $20,000 (individual budget line item)
2021 - $20,000 (one time allocation)

At their December 1, 2020 meeting, City Council reviewed the Community Funding Grant Policy and requested to add funding of the Historical Society as a future agenda item for discussion. Prior to this upcoming fiscal year FY 2022-23, the Historical Society was required to submit a grant application, in lieu of executing a formal agreement with the City, outlining how they anticipate utilizing funds, as well as a financial report at the end of each fiscal year, detailing how funds were used.

As part of the Tuesday, June 4, 2021 City Council Special Meeting, Council unanimously decided to form a Council Subcommittee comprised of Councilmembers Moore and Wei to discuss with the Historical Society 1) the purpose for the monetary allocation of an ongoing budget line item of $20,000; 2) acceptance of Council Subcommittee members ongoing attendance at monthly board meetings; and 3) Council involvement and working together on the future direction of the Stocklmeir and Snyder‐Hammond House properties; and direct staff to come back for Council consideration at a future study session.

On March 8, 2022, the Council Subcommittee met with and provided guidance to staff to research specific items and bring an update to City Council. Pursuant to the Subcommittee’s request, Staff has compiled a comparative analysis of other Santa Clara County Historical Societies and their relationships with other cities (Attachment B) and prepared a historical funding report on how the Cupertino Historical Society has used their funds during FY 2017-21, including the proposed use for the FY 2022-23 funding (Attachment C). Additionally, the Subcommittee requested clarification on the difference between funding received through the budget line-item process versus the Community Funding process.

The difference between funding received as a budget line item versus funding through the Community Funding process is that as a budget line item, funding for the Cupertino Historical Society would be discussed, allocated, and approved through the City’s annual budget adoption process. However, to receive funding through the Community Funding Grant process, the Historical Society would be required to submit an application that would be evaluated and ranked among other applications received for the Community Funding program by the Parks and Recreation Commission. The Commission’s ranking and recommendation would then present to City Council for review and final approval. Through this process, the application from the Historical Society may not receive approval and, if approved, would be awarded a grant limited to a $20,000 maximum. Thus, a budget line item would allow the Historical Society to receive the funds after City Council’s budget approval in a more efficient and reliable manner, thus allowing the Cupertino Historical Society to plan their budget accordingly. 149
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At the June 21, 2022 City Council Meeting, Council received an update on the status of the research from the City Council Subcommittee Meetings for the Cupertino Historical Society. As a part of this meeting, Chao moved, and Moore seconded to provide the following direction to staff:
- Bring back an agreement for facility use of the Quinlan Museum space and meeting spaces in Quinlan.
- Bring back an agreement or Memorandum of Understanding (MOU) between the City and Cupertino Historical Society (CHS) to clarify what services CHS will provide and what processes will be used to ensure transparency and accountability for taxpayer dollars.
- Potential annual budget amount: $20,000 - $40,000
- Potential methods to consider (not limited to the items below):
o Semi-annual update and an annual report with a list of events demonstrating the number of Cupertino residents served
o Annual work plan presented to Council and/or Parks and Recreation Commission to provide feedback and allow public to provide input o City Council representatives on Cupertino Historical Society (CHS) Board or liaisons as committee assignments
o Partial funding for staffing, provided that there is strong oversight by the city on the staff work
o Commitment for fundraising goals so the funding from the city maintains at 20% of the budget, for example
o Hybrid method with both grant funding and agreement with some funding
o 3–5-year agreement
The amended motion carried unanimously (Paul absent).

Following the direction provided by City Council at their June 21, 2022 meeting, Parks and Recreation staff and the City Attorney’s office drafted a City of Cupertino Grant Funding and License Agreement (Attachment D) for City Council’s consideration. The agreement includes facility and meeting space use as specified in Exhibit A – License Area of Attachment D. Also included as Exhibit B to Attachment D is an Exhibit titled Grant Project which defines how the funding will be used by the Cupertino Historical Society and clarifies the services that will be provided by the Cupertino Historical Society to ensure transparency and proper use of the grant funding. The agreement has been reviewed and agreed to by the Cupertino Historical Society.

As directed in the City Council motion, staff is bringing back an agreement for the museum space and annual funding. The agreement term is set at three years with a possible two-year extension with a total of five years. The Cupertino Historical Society would receive funding in the amount of $40,000 in each of the first three years of the agreement. If the Cupertino Historical Society meets all requirements identified in the agreement in the first three years, the agreement would be extended up to two more 150
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years, with each year awarding $40,000 in funding. The total for three years would be $120,000 and the following two years would total $80,000, for a five-year total of $200,000.

Additional contract terms address other methods that Council directed staff to consider, including the following:

- The Cupertino Historical Society would provide a semi-annual update and an annual report to the Parks and Recreation Commission. This update and annual report are set forth in Section 7 of the Agreement.
- The annual report to the Parks and Recreation Commission would include a presentation of the Historical Society’s annual work plan. - A position on the Cupertino Historical Society Advisory Council would be designated for a Cupertino City Council member. The Council Member will be able to attend the Board Meetings as a non-voting member to represent the City and provide input and feedback.1
- With respect to providing funding for Historical Society staffing, while such funding can be provided, since the Historical Society is a separate legal entity from the City, the City’s ability to provide staff oversight and direction would be limited.
- Commitment to engage in fundraising is incorporated into Exhibit B of the Agreement.
- Regarding the method of hybrid funding, the proposed agreement does not set aside Community Funding Grant program funds for the Cupertino Historical Society. However, the Historical Society is permitted to apply for a Community Funding Grant under the terms of the Community Funding Grant Policy. Staff recommends this approach for transparency and to ensure equitable treatment of organizations seeking Community Funding Grants.

Sustainability Impact
No sustainability impact.

Fiscal Impact
If Council approves to continue allocating funding to the Cupertino Historical Society, this will be included as an amendment in the budget for the current FY 2022-23. Funding will also be included in the budget each year thereafter for Council approval as part of

1 Please note that in a 2018 opinion letter issued by the Fair Political Practices Commission, the Commission provided guidance that a Councilmember’s participation in another entity such as the Historical Society’s Advisory Council would not present a conflict of interest under the Political Reform Act or Government Code section 1090.

However, the possibility that this arrangement would create a common law conflict of interest that would require the participating Councilmember to recuse themself in matters that come before Council cannot be ruled out.
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the Proposed Budget Study Session and Final Budget Hearing and Adoption. This appropriation will continue, until the end of the proposed agreement term, including the option term.

There is currently a $20,000 place holder for Historical Society funding included as line item in the Community Funding budget 100-10-101. Expenditures for Historical Society had historically been included as part of the Community Funding budget. A total budget of $92,231 was approved for community funding broken out as follows:

Expense Category Amount
Contracts $89,461
(69,461) Approved Community Grants
(20,000) Historical Society Line Item
Cost Allocation 2,270
Contingencies 500
Total 92, 231

A new budget unit has been created to track these expenses 100-10-104. If the $40,000 in funding is approved. Staff will add $20,000 to the Historical Society budget and transfer $20,000 from the contract line item in the Community Funding budget to the new Historical Society budget (Attachment E). This new budget will appear in the FY23-24 budget and include a budget narrative describing the use of these funds. The additional $20,000 will be funded by General Fund unassigned fund balance, that is estimated at $46.3 million.
_____________________________________
Prepared by: Rachelle Sander, Acting Director of Parks and Recreation Reviewed by: Christopher Jensen, City Attorney; Kristina Alfaro, Director of Administrative Services
Approved by: Pamela Wu, City Manager
Attachments:

A – 1992-1996 Resolutions and Tenant Agreements
B – Comparative Analysis – Santa Clara County Historical Society Relationships C – Historical Funding Report (FY 2017-21) and Proposed FY 2022-23 D – Historical Society Grant – License Agreement
E – Draft Resolution
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RESOLUTION NO. 8705

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUPERTINO AUTHORIZING EXECUTION OF TENANT

AGREEMENT WITH CUPERTINO HISTORICAL SOCIETY AT

QUINLAN COMMUNITY CENTER
WHEREAS, there has been presented to the City Council a tenant agreement between the City of Cupertino and the Cupertino Historical Society setting forth the terms and conditions for use of museum space at Quinlan Community Center; and WHEREAS, said agreement has been reviewed and approved by the Director of Parks and Recreation and the City Attorney;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby approves the aforementioned tenant agreement and authorizes the City Manager and the City Clerk to execute said agreement on behalf of the City of Cupertino.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 6th day of July, 1992 by the following vote:

Vote Members of the ~ Council
AYES: Dean, Goldman, Szabo, Sorensen
NOES: None
ABSENT: Koppel
ABSTAIN: None
ATTEST: APPROVED:
s/ Dorothy Cornelius
City Clerk
s/ Laura1ee Sorensen
Mayor, City of Cupertino
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RESOLUTION NO. 9117

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUPERTINO AUTHORIZING RENEWAL OF TENANT

AGREEMENT FOR SPACE AT QUINLAN COMMUNITY CENTER

BETWEEN THE CITY OF CUPERTINO AND THE CUPERTINO

HISTORICAL SOCIETY
WHEREAS, there has been presented to the City Council a tenant agreement between the City of Cupertino and the Cupertino Historical Society providing for the lease of space at the Quinlan Community Center; and
WHEREAS, the terms, conditions and provisions of the agreement have been reviewed and approved by the City Attorney and the Director of Parks and Recreation.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby approves the aforementioned tenant agreement and authorizes the Mayor and City Clerk to execute said agreement on behalf of the City of Cupertino.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this ~ day of . Inn<! , 1994 by the following vote:

MembersQÍ~Gn:Council
AYES:

NOES:

ABSENT:

ABSTAIN:

Bautista, Burnett, Sorensen, Dean
None
Koppel
None
ATTEST: APPROVED:
181 Kim Marie Smith
City Clerk
181 Wallv Dean
Mayor, City of Cupertino
resoluti\ res9117.doc
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TENANT AGREEMENT

FOR MUSEUM SPACE AT

QUINLAN COMMUNITY CENTER
This Tenant Agreement ("AGREEMENT") is made by and between the City of Cupertino CITY") and the Cupertino Historical Society ("TENANT").

The premises to be occupied by this AGREEMENT is a portion of what is commonly known as the "Quinlan Community Center", and more particularly described as 10185 N. Stelling Road, City of Cupertino, County of Santa Clara, State of California (" PREMISES"). The PREMISES consist of museum room and office within the Quinlan Community Center consisting of 1300 square feet, together with the non- exclusive use of hallways, restrooms, and outside parking facilities.

This AGREEMENT is entered for the purpose of making available the PREMISES owned by the CITY on the condition that the TENANT provides historical educational programs to the CITY and Cupertino community as set forth in the terms of this AGREEMENT.

CITY AND TENANT AGREE AS FOLLOWS:

I. TENANCY: The tenancy of the PREMISES shall commence on July 1, 1994 and end two years later, on June 30, 1996, at which time the agreement may be renegotiatedafter evaluation by the CITY.
2, UTILITIES. TELEPHONE. OFFICE EOUIPMENT: CITY shall be responsiblefor the payment of all utility bills applicable to the PREMISES including water, electrical services, garbage and janitorial services for said PREMISES. TENANT shall be responsible for its own telephoneservice and shall provide for its own office equipmentand furnishings.

3. TAXES: TENANT shall be responsible for payment of any and all possessory interest property taxes.

4. MAINTENANCE: CITY shall be responsiblefor maintaining the PREMISES, including doorways, windows, sidewalks adjacentto said PREMISES and the interior of the PREMISES in good and sanitary order, condition and repair, normal wear and tear excepted, provided, however, that TENANT shall be responsiblefor damages caused by the negligenceof its employees, invitees or guests.
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S. ALTERATIONS AND REPAIRS/ ACCESS: TENANT shall not paint, paper, or make alterations to the PREMISES without prior written consent ITom the CITY. TENANT shall permit the CITY and its agents to enter into and upon the PREMISES at all reasonable times for purposes of inspecting the same or for the purpose of maintaining or repairing the PREMISES, Access to the PREMISES is limited to CITY employeesor agents, TENANT employeesor agents, and members of the public receiving services provided by TENANT.
6, HOURS OF OPERATION: TENANT shall determine its own hours of operation, provided that said hours are between 8: 00 a. m. and 10: 00 p. m. TENANT shall be responsible for securingthe facility.

7. COMMON AREAS/ PARKING: TENANT may utilize the hallways, restrooms, and parking facilities without additional rent; provided, however, that if TENANT wishes to utilize other areas of Quinlan Community Center for which CITY normally chargesa user fee, TENANT shall be responsiblefor payment of said fee,

8. INSURANCE: TENANT shall maintain insurance as outlined in the insurance and indemnity requirements as set forth in Exhibit A, attached hereto and incorporated herein by this reference.

9. INDEMNIFICATION: CITY shall not be liable for any damage or injury to any employee, guest, or invitee, or to any property occurring within the PREMISES or within the common areas. TENANT agrees to hold CITY harmless ITom any claims for damagesunless such damageis the proximate result of negligenceor unlawful conduct of CITY, its agents or employees.

10. ORDINANCES AND STATUTES: TENANT shall comply with Cupertino's Municipal Ordinances and all State and Federal Statutes and Ordinances now in force, or which may hereafter be in force pertaining to the use of the PREMISES.

II. SIGNAGE: The CITY shall provide signage designating facility and organizations utilizing the facility.

12. RETURN OF KEYS: Upon termination of this AGREEMENT, the keys to the PREMISES including all duplicated sets, are to be hand delivered to CITY's Parks and Recreation Director or an authorized representative,
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13. HOLDING OVER: Any holding over after the expiration of the AGREEMENT, with the written consent of the CITY, shall be construed as a month- to-month tenancy in accordance with the terms of this AGREEMENT, until either party terminates the tenancy by giving the other party ninety (90) days written notice delivered by certified mail. 14, GROUNDS FOR TERMINATION: CITY retains the right to terminate this AGREEMENT upon any breach by TENANT, of any material term, provision, covenant or condition herein. CITY shall first provide TENANT written notice of any perceived breach of this AGREEMENT and TENANT shall have ten ( 10) days to correct or resolve said condition.

15. WAIVER: The failure of CITY to exercise any right hereunder shall not constitute waiver of such right.

16. ATTORNEYS' FEES: Iflegal action is commenced to enforce or to declare the effect of any provision of this AGREEMENT, the prevailing party shall be awarded attorneys' fees and costs incurred in such action.

17. TIME: Time is of the essence of this AGREEMENT.

18. EXHIBITS: All Exhibits hereto, specifically Exhibit A are incor¡Ìoratedherein and made part of this AGREEMENT by this reference.

19. ADDITIONAL DUTIES OF TENANT: TENANT and CITY are entering into this AGREEMENT with goals of enhancing the quality of programs for the CITY and providing !\ll appropriate area for the conduct of some of TENANT'S ongoing society activities. As such, both the CITY and TENANT agree to work togetherthroughout the term of this AGREEMENT to try to develop a program of activities mutually beneficial to CITY and TENANT. a. It is the intent of the parties that the operation of the Cupertino Historical Museum shall be under the direction of the TENANT, subject to reasonable control by the CITY, and that any ambiguity arising from the foregoing provisions shall be resolved in the light of this paragraph. b. TENANT shall arrange for personnelas is required for the operation of the museum facility .
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c, The TENANT shall be permitted to sell promotional items within the confines of the display area.
d. The TENANT shall be responsiblefor the security of all artifacts displayed by the organization.

20. ENTIRE AGREEMENT: This AGREEMENT consisting of five ( 5) pages, constitutes the entire AGREEMENT and supersedesany prior agreement between the parties, TENANT has executed this AGREEMENT for the PREMISES in Quillian Community Center on this day of , 1994.

By
Cupertino Historical Society
CITY has executed this AGREEMENT for the PREMISES in Quinlan Community Center on this day of , 1994.

By
Donald D. Brown
City Manager
Attested By
Kim Smith
City Clerk
Approved as to form
Charles T. Kilian
City Attorney
Attachments:

Exhibit A - Insurance and Indemnity Requirements
June IS, 1994
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EXHIBIT A

INSURANCE AND INDEMNITY REQUIREMENTS
INDEMNITY: TENANT agrees to indemnifY and hold harmless the City of Cupertino, its officers, employees and elected officials, boards and commissions ITom all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of the TENANT'S performance under the AGREEMENT, including the TENANT'S failure to comply with or carry out any of the provisions of the AGREEMENT.

INSURANCE: TENANT shall take out prior to commencement of the performance of the terms of the AGREEMENT, pay for, and maintain until completion of the AGREEMENT, the following types of Policies. These Policies must cover at least the following, which are minimum coverages and limits.

I. COMPREHENSIVE GENERAL LIABILITY INSURANCE; including the following:

A. Premises Operations (including completedoperations, if the exposure exits).

B. Broad Form Blanket Contractual,
C. Personal Injury coverages A, B and C.

1. All coverages must have a minimum of $1 , 000, 000 combined single limit.

II. WORKERS COMPENSATION: TENANT shall provide CITY with a copy of TENANT'S Workers Compensationcoverage.

III. ENDORSEMENTS: On all required insurance the following endorsements must be a part of each policy.

A. The City of Cupertino, its officers and employees, and agents are to be additional insured.

B. Thirty (30) days notice of cancellation or reduction in coverage of any nature must be given to the City of Cupertino.

C. The insurance policies must be endorsed to show that they are primary, and any other valid and collectable insurance the City of Cupertino may have will be excess only.

D. All insurance policies must be approvedby the City of Cupertino.

June IS. 1994
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TENANT AGREEMENT

FOR MUSEUM SPACE AT
QUINLAN COMMUNiTY CENTER
This Tenant Agreement ("AGREEMENT") is made by and between the City of Cupertino ("CITY") and the Cupertino Histcrical Society ("TENANT").

The premises to be occupied by this AGREEMENT is a portion of what is com1~only known as the "Quinlan Community Center", and more pmticularly described as 10185 N. Stelling Road, City of Cupertino, Cotmty of Sm1ta Clara, State of California ("PREMISES"). The PREMISES consist of museum room and office within the Quinlan Community Center consisting of 1300 square feet, together with the non-exclusive use of hallways, restrooms, and outside parking facilities.

This AGREEMENT is entered for the purpose of making available the PREMISES owned by the CITY on the conditiori that the TENANT provides historical educational programs to the CITY and Cupertino co nun unity as set forth in the te1ms of this AGREEMENT.

CITY AND TENANT AGREE AS FOLLOWS:
l. TENANCY: The knancy of the PREMISES shall commence on July 1, 1996 and end two years later, on June 30, 1998, at which time the agreement may be renegotiated after evaluation by the CITY.

2. .1lTILITIESJE_LEPHONEJ).FFICE..E.Qll.IfMEN: CITY shall be responsible for the payment of all utility bills c.pplicable to the PREMISES including water, electrical services, garbage and janitorial services for said PREMISES. TENANT shall be responsible for its own telephone service and shall provide for its own office equipment and furnishings.

3. I.AXES: TENANT shall be responsible for payment of any and all possesso1y interest property taxes.
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4. MAlli.TENA.N.CE: CITY shall be responsible for maintaining the PREMISES, including doo1ways, windows, sidewalks adjacent to said PREMISES and the interinr of the PREMISES in good and sanitary order, condition and repair, nonnal wear and tear excepted, provided, however, that TEN/\NT shall be responsible for damages caused by lhc negligence of its employees, invitees or guests.

5. Al.xERATIQNS...ANILRI~RS/.A.C..CESS: TENANT shall not paint, paper, or make alterations to the PREMISES without prior written consent from the CITY. TENANT shall permit the CITY and its agents to C"nter into and upon tl~e PREMISES at all reasonable times for purposes of inspecting the same or for the purpo!.-=0 of maintaining or repairing the PREMISES. Access to the PREMISES is limited to CITY employees or agents, TENANT employees or agents, and members of the public receiving services provided by TENANT

6. HQl.Ilts~: TENANT shall determine its own hours of operation, provided that said hours are between 8:00 a.m. and I 0:00 p.m. TENANT sha!l be responsible for securing the facility.

7. .c.QM~N..AREASL.fAR.Klli.G.: TENANT may utilize the hallways, restrooms, and parking facilities without additional rent; provided, hovvcver, that if TENANT wishes to utilize other areas of Quinlan Community Center for which CITY normally charges a user fee, TENANT shall be responsible for payment of said fee.

8. lNSlLilANCE: TENANT shall maintain msurancc as outlined in the insurance and indemnity requirements as set forth in Exhibit A, attached hereto and incorporated herein by this reference.

9. llillEMNJFICATION: CITY shall not be liable for any damage or injury to any employee, guc:'t., or invitee, or to any property occurring within the PREMISES or within the common areas. TENANT agrees to hold CITY harmless from any claims for damages tmless such damage is the proximate result of negligence or unlawful conduct of CITY, its agents or employees.

I 0. QLU!l.NANCES AND STATILTES: TENANT shall comply with Cupertino's Municipal Ordinances and all Stat~ and Federal Statutes and Ordinances now in force, or which may hereafter be in force pertaining to the use of the PREMISES.
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I I
·.

11. filGNAGE: The CITY shall provide s1gnage designating facility and organizations utilizing the facility.

Upon te1111ination of this AGREEMENT, the keys to the
PREMISES including all duplicated sets, arc to be hand delivered to CITY's Parks and Recreation Director or ml authorized representative.

13. HO.LDING OVER: Any holding over after the expiration of the AGREEMENT, with the v.rritten consent of the CITY, shall be construed as a month-to-month tenancy !n accordance with the terms of this AGREEMENT, until either party tem1inates the tenancy by giving the oth~r party ninety (90) days written notice delivered by certified mail.

J 4. GROUNDS FOB. TERMINAIIQN: CITY retains th~ right to terminate this AGREEM.ENT upon any breach by ·r·ENANT, of any material term, provision, covenant or condition herein. CITY shall first provide TENANT written notice of any perceived breach of this AGREEMENT and TENANT shall have ten (10) days to coJTect or resolve said condition.

15. .wAI.YER: The fail me of CITY to exercise any right hereunder shall not constitute waiver of such right.

16. .ATIQ_~~.E..ES: If legal action is commenced to enforce or to declare the effect of any provi!>ion of this AGREEMENT, the prevailing party shall be awanled attorneys' fees and costs in~urred in such action.

17. TI.ME: Time is of the essence of this AGREEMENT.

18. ElUllillIS: All Exhibits hereto, specifically Exhibit A are incorporated herein and made part of this AGREEMENT by this reference

19. ADDITlO~.AL._DllTlEs__.0__E_.TENANT: TENANT and CITY arc entering into this AGREEMENT with goals of enhancing the quality of programs for the CITY ru1d providing an appropriate area for the conduct of some of TENA!'lT'S ongoing society activities. As such, both the CITY and TENANT agree to work together throughout the term of this AGREEMENT to try to develop a program of activities mutually beneficial to CITY and TENANT. 3 163
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a. It is the intent of the parties that the operation of the Cupertino Historical Museum shall bt.~ under the direction of the TENANT, subject to reas0mble control by the CITY, and that any ambiguity arising from the foregoing provisions shall be resolved in the light of this paragraph. b. TENANT shall arrange for personnel as is required for the operation of the musetm1 facility.
c. The TENANT shall be permitted to sell promotional items within the confines of the display area.
d. The TENANT sHall be responsible for the security of all artifacts displayed by the org,H1ization.

20. ENTIRE AGREEMENT: This AGREEMENT consisting of five (5) pages, constitutes the entire AGREEMENT <md supersedes any prior agreement between the parties.

TENANT has executed this AGREEMENT for the PREMISES in Quinlan Conununity Center on this __d_/ ,<, t day of -·:'>-( e 1 1 e~ , 1996.

CITY has executed this AGREEMENT for the PREMISES in Quinlan Community Center on this __ '?. 'tic. day of (/Lv4& , 1996.
. I
Attested By
A ttachmcnts:

Kim Smith
City Clerk
By
Approved as to fo~~
Charles T. Kil'an
City Attorney
Exhibit A - Insurance and Indemnity Requirements
6/12196
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" ~.
·,.
' ~
EXlllillI.A

INSURANCE AND INDEMNITY REQUIREMENTS
INDEMNITY: TENANT agrees to indemnify mid llOlcl harmless the City of Cupertino, its officers, employees and elccrcd officials, boards and com1Dissions from all suits, actions, claims, causes of action, costs, demands, judgments m1d liens arising out of the TENANT'S perfonnance under the AGREEMENT, including the TENANT'S failure tc comply with or carry out any of the provisions of the AGREEMENT.
!Ni.~: TENANT shall take out prior to commencement of the performance of the terms of the AGREEMENT, pay for, and maintain until completion of the AGREEMENT, the following types of Policies. These Policies must cover at least the following, which are minlmwn coverages and limits.

I. .COMPREHENSIVE G.EJ~Hi.:RAL llAJULITY.....JrjfilJRM:iCE; including the following:

A. Premises Operations (including completed operations, if the exposure exits).

B. Broad Fom1 Blanket Contractual.

C. Personal lqjury coverages A, Band C.

1. All coverages must have a minimum of $1,000,000 combined single lir.1it.

II. .W.O_RKERS COMPENSA..TIQN: TENANT shall provide CITY with a copy of TENANT'S Workers Compensation coverage.

III. .ENDORSEM.ENIS: On all required insurance the following endorsements must be a part of each policy.

A. The City of Cupertino, its officers and employees, and agents arc to be additional insured.

B. Thirty (30) days notice of cancellation or reduction in coverage of any nature must be given to the City of Cupertino.

C. The insurance policies must be endNsed to show that ·they are primary, <md any other valid and collectable insurance the City of Cupertino may have will be excess only.

D. All insurance policies must be approved by the City of Cupertino. 11/12/%
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City Cupertino Palo Alto San Jose Campbell Los Altos Los Gatos Morgan Hill Gilroy Mountain View Saratoga Sunnyvale Museum Cupertino Historical Society and Museum Palo Alto Junior Museum & Zoom
History San Jose (incl. History Park,
Fallon House, Peralta Adobe)
Campbell Historical Museum & Ainsley
House
Los Altos History
Museum New Museum of Los Gatos Morgan Hill Historical Society and Villa Mira Monte Gilroy Museum Rengstorff House Saratoga History Foundation & Museum Heritage Park & Museum
Annual Budget $95,000
$3,000,000 $1,457,000 $344,681 $773,346 $476,000 $50,000 $29,000 $3,800 $50,000 $80,000 to $120,000 Financial Support from the City $20,000 $1,500,000 $825,000 $344,681 $65,000 $20,000+ $20,000 $2,200 $0 $0 $0 Percent of Budget 21% 50% 58% 100% 8% 4% 40% 7.50% 0 0 0 Staff Supported by the City 0 All Staff
18 Full‐Time 0 1.75 Full‐Time with Benefits
.11 Part‐Time Partial 0 No Staff 0 No Staff 0 0
Other support from the City
1,000 sq ft Gallery Space (total waived based on similar sq ft rentable space at Quinlan =  $67,980 )
Facility Maintenance
Free Quinlan room rentals for historial society events, meetings, etc. (total fees waived for calendar year 2019 =  $2,405 )
Owned and operated by
the City
Operating agreement: City assets
managed by History San Jose
City uses some capital improvement
project funding as needed
Museum operations
Supplies
Utilities
Communications
Collections storage
Archival supplies
Exhibit expenses
Gardening supplies
Books
Professional dues
IT support and monitoring
Facility owned and
opperated by the City
12,000 sq ft of facilities
Full site one acre
10,800 sq ft facility
Facility maintenance
Facility Maintainance
Computer, copier, and IT support
Volunteers are City of GIlroy volunteers
Pays for HR onboarding of museum volunteers
Historical society has a lease to operate the museum
Bathroom janitoral is provided by City
Facility  3,332 sq ft facility
Offsite 240 sq ft
storage unit
Facility Maintenance
Land owner (City)
Facility owner (Historical
Society)
Cities contacted multiple times with no repsonse
: Santa Clara, Milpitas
Palo Alto Museum Palo Alto Museum not yet open. The Palo Alto Museum, a nonprofit organization, established a public‐ private partnership with the City of Palo Alto to transform the Roth Building as a home for the Palo Alto Museum. The Museum will be the permanent home of the City of Palo Alto Archives. It will feature interactive exhibits, hands‐on activities, thought‐provoking programs and be a central resource for local history and research. Sustainability best practice will underlie the renovation of the Roth Building into a modern museum while preserving its historic features. Community spaces will include meeting rooms, a small café, a gift shop, and lounge.

Historical Society Support Across Cities in Santa Clara County City/Historical Society partnership:
> Festival open houses
> Quarterly preschool events and crafts
> Museum open with booth or activities during city events and   festivals > Exhibits in the Baer Blacksmith Shop at McClellan Ranch Preserve > Working on reinstating guided history walks at McClellan Ranch Preserve.

Historical Society Offerings to the Cupertino Community :
> Collection of more than 5,000 artifacts representing Cupertino > Local Historians
> Three to five museum exhibits annually
> An archive available for historical research, dissemination, and publication
> Conservation expertise and managed care of the historical collection > Programming and exhibits
‐ Quinlan Community Center
‐ Cupertino Library
‐ Cupertino Schools (traveling trunk program)
> Avenue through which the community can highlight and celebrate various ethnic, religious, and international communities that represent contemporary Cupertino
> Volunteer and paid staff who provide scholarly support to authors, researchers, and community members
> Volunteer and internship opportunities
‐ High School and College students
‐ local civic organizations
>Partnerships with local organizations
‐ Cupertino Schools
‐ Walk/Bike Cupertino
‐ Cupertino Chamber
‐ Rotary Cupertino
‐ Eagle Scout Capstone Projects
> Quarterly
‐ newsletter
‐ speaker series
‐ film screenings
‐ book signings
> Intergenerational learning opportunities and areas of engagement > Day trips to museums and areas of historical interest > Themed Reading Groups
Notes/Comments
Has a formal relationship
with a Friend group who in
addition to funding about
$200k in programming per
year recently funded the a
$25m rebuilding of their
facility.

Other sources of History San Jose
revenue:
> HSJ's Education Programs
> Event Use Fees
> Membership Program
> Individual, Corporate, Foundation
Donations
> Grants
Throughout the years, History San Jose
has invested millions of dollars from
County grants and other sources to
maintain the City's structures within
History Park and the Gonzales Peralta
Adobe & Carmel  & Thomas Fallon
House.

Fluctuating additional support provided
by the Campbell Museum Foundation. A
non‐profit support organization. The
Foundation helps to fund preservation,
exhibits, and educational programs to
offset operational expenses of the City.

Director and staff are
volunteers
The Historical Society is
raising funds to build an
extension to the current
museum building. The City is
not contributing to this.

The Town charges the museum
$2,000 per month for rent.During
Covid they have forgiven the rent.

Rent to resume in July 2022.

The Town charges the museum
$2,000 per month for rent.

Museum is lobbying to renegotiate
the rent. The museum applies for a
competitive grant each year that
ranges from $7,500 to $10,000 which
they usually receive for restricted
funding.

The City of Morgan Hill has $2M in Villa Mira Monte improvements budgeted in the 5‐year CIP.

The City also allocated one‐time funds of $206,000 in 2017 (park improvement and maintenance funds) for paint, security cameras, and miscellaneous maintenance projects.

Villa Mira Monte is a 2.5‐acre site with two historical buildings. The main house, referred to as the Hiram Morgan Hill House, was built in 1884 and is used as an event venue with upstairs storage for the Historical Society. A second building that was built in 1911 and brought onto the site, is used as the Morgan Hill Museum. The site was entered into the National Registry of Historic Landmarks in 1978 and the Morgan Hill Historical Society took title of the property in 1993 under an Owner Participation Agreement with the City. The covenants, conditions, restrictions, and easements dictate that the site must be maintained as a public educational and recreational park and will revert to the City’s ownership if that purpose is not fulfilled. In 2017, the City entered into partnership with the Historical Society to preserve the site and support the operation as a park facility.

The Morgan Hill Historical Society began in 1971 as a 501(c)(3) corporation and has devoted its resources to site preservation, maintenance, and operation. The organization has no paid staff and relies exclusively on volunteers to support its board and operations.

In 2017, the Morgan Hill Historical Society entered into a memorandum of understanding with the City of Morgan Hill where the Historical Society committed to operate and maintain Villa Mira Monte as a community resource in exchange for City funding (a minimum of $20,000 per year), marketing, and limited administrative functions.

Since then, the City of Morgan Hill has provided funds for site maintenance and improvements.

TLDR: The Historical Society owns the property, but ownership reverts to the City should the Society become insolvent. The Historical Society is fully responsible for management of the Villa Mira Monte Historical site.
> Other museum janitorial is the responsibility of the
museum staff and volunteers
> Historical Society is responsible for recruiting
volunteers
> Museum volunteers are managed by Historical
Society staff.

The Gilroy Museum was operated by part‐time City
staff until 2009.  City of Gilroy volunteers under the
supervision of the Gilroy Historical Society kept the
Museum doors open for the next ten years on a
limited basis while the Gilroy Historical Society raised a fund large enough to support a part time manager.

The City of Gilroy then signed a lease with the Gilroy
Historical Society to operate the Museum, and a part‐
time (25 hours/week) Museum Manager was hired in
March 2020.

The City grants use of the
property for housing the
museum exhibit, holding special
events/programming, board
meetings, and storing inventory.

Friends of the "R" House is the
non‐profit organization that
conducts activities, such as
educational events and
community outreach to promote
the awareness of Rengstorff
House, the Rengstorff Family,
and the history of Mountain
View. The Friends purchase
items, accept donations, and
deaccession items, for use at the
House.

City requires insurance that
costs approximately $2000/yr.
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Year and Amount Category Description Amount
Professional Services
Design and Printing of Historical Sites
Brochure $4,200.00
Professional Services Insurance for Snyder-Hammond House $4,100.00 Professional Services Collections Storage and Care $2,200.00 Other Newsletters and Other Printed Materials $1,700.00 Materials/Equipment Exhibit and Programming Supplies $2,800.00 $15,000.00
Admin/Staff Admin/Staff $5,920.00
Materials/Equipment
All printing for society, newsletters and
other printed materials, signage, exhibit
needs, etc. $6,250.00
Entertainment
Musicians Exhibit Opening + Paul &
Eddie's Event $820
Room Rental Room Rental $1,400
Other
Insurance for Snyder-Hammond House;
Misc Office Expenses (telephone and
internet) $5,610
20,000
Admin/Staff Admin/Staff $1,000
Materials/Equipment
Upgraded internet for hosting the
Boglione Collection + 24 hour
survellience of the Apple-1, exhibit
opening rentals, security cameras, ear
phones, paint, plexiglass, bulletproof
plexi, computer contractor, zoom,
website upgrade $9,000
Other Professional Services
Collections Care, Storage and Snyder-
Hammond House Upkeep $8,000
Other
Brochure, Newsletter, and other Didactic
Material Printing $2,000
$20,000
Admin/Staff Admin/Staff $2,000
Other Professional Services Collections Storage and Care $4,800 Other Professional Services
Insurance for Snyder-Hammond and
Misc. Upkeep $6,500.00
Other Professional Services
Misc. Office Expenses, upgraded web
security, zoom, computer contractor for
at-home work expenses due to COVID, all
printing and marketing. $6,700
$20,000
Admin/Staff
$2500 for Executive Director Expenses
and $2500 for part-time Collections $5,000
Other Professional Services Collections Storage and Care $4,800 Other
Brochure, Newsletter, and other Didactic
Material Printing $3,700
Other Professional Services
Insurance for Snyder-Hammond and
Misc. Upkeep $6,500.00
$20,000
Admin/Staff Health Insurance for Executive Director $12,000 Other Professional Services
Misc Office Expenses--Newsletters,
Phone and Internet expenses, postage,
all signage and didactic materials $5,000
Other Professional Services
Charter Bus for 55 passengers for
historical "field trips to various Bay Area
locations of historical interest at
$2000/trip $8,000
Other
Catering, Marketing and PR Budget, and
Additional resources for setting up
Community Action Committee to reach
key members of the Chinese, Tiwanese,
and Indo-American Communities for
CHSM Community Action Committees $4,000
Materials/Equipment
iPad (2-3) + tripod, portable lighting,
digital tape recorder, misc supplies for
"Chinese in Cupertino" oral history
research project to be conducted in
partnership with the Chinese Historical
Society of America. $6,500
Materials/Equipment Exhibit and Programming Supplies $5,000.00 $60,500Total (including $20,000 from Above):

What we could do with more
funding in 2022-2023
(Continued)
CUPERTINO HISTORICAL SOCIETY + MUSEUM FUNDING REPORT 2017-2022 and proposed 2023 TOTAL
TOTAL
TOTAL
TOTAL
FY2022-2023, Line Item: $20,000
(Proposed)
TOTAL
FY2020-2021, Line Item: $20,000
FY2017-2018,
Community Funding: $15,000
FY2018-2019,
Community Funding: $15,000
FY2019-2020,
Community Funding: $20,000
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CITY OF CUPERTINO GRANT FUNDING AND LICENSE AGREEMENT

This Grant Funding and License Agreement (“Agreement”) is entered into between the City of Cupertino, a municipal corporation ( “City”), and the Cupertino Historical Society, a non-profit public benefit corporation ( “Historical Society ” or “Grantee” ), together, the “Parties .” The allocation of funds pursuant to this Agreement will be a grant. This Agreement is effective on the last date signed below (“Effective Date”).

RECITALS

A. City is the fee owner of that certain real property known as the Quinlan Community Center ("Quinlan Center" or “Property”), with a street address of 10185 N Stelling Rd, Cupertino, CA 95014.

B. The Historical Society has been using a certain portion of the Quinlan Center since 1992 for 20 years. The Historical Society desires to continue to use the portion of the Quinlan Center for gallery and office space.

C. Since 2015, the City has provided grant funding to the Historical Society and desires to continue to support the mission of the Historical Society.

D. City is willing to continue to provide grant funding to the Historical Society and to allow the Historical Society to continue to make use of that certain portion of the Quinlan Center depicted and described in Exhibit A attached hereto and incorporated herein ("License Area") on the terms and conditions set forth in this Agreement.

NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual agreements by the Parties set forth herein and other good and valuable consideration, the Parties hereby agree as follows:

I. GRANT TERMS

1. Purpose of Grant. This is a grant for the Historical Society as more specifically described in Exhibit B to this Agreement (“Grant Project”), and all work funded by this Agreement shall be completed in accordance with the Grant Project Description.

2. Term. The term of this Agreement and the license granted hereunder shall commence on the Effective Date and expire s on _________ ("Initial Term") unless this Agreement is terminated earlier as provided herein. At the City’s sole discretion, this Agreement may be extended annually for a total of two additional years (“Option Term”) . Following expiration of the Initial Term, and, if applicable, Option Term, this Agreement shall continue on a month-to-month basis.

3. Grant. The total grant funding provided pursuant to this Agreement shall not exceed the annual sum of forty thousand dollars ($40,000) and, if the Option Term is exercised pursuant to Section 2 , for a total sum of two hundred thousand dollars ($ 200,000) (the “Grant Funds”).
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4. Disbursement of Grant Funds. The City will not disburse Grant Funds to Grantee until (1) this Agreement is fully executed, and (2) signed Federal Taxpayer ID Number Form (substitute IRS Form W-9) has been submitted. Grant funds following the first year shall be disbursed by August 1st.

5. Use of Grant Funds. In accepting grant funds, Grantee agrees that it shall use or expend grant funds, or any porti on thereof, only as provided for in this Agreement and, without limiting the generality of the foregoing, agrees to purchase materials, equipment, or other property specified in Exhibit B only for use in connection with the Grant Project authorized by this Agreement except as may be otherwise provided herein.

6. Grantee Obligations.

6.1 Performance. Grantee shall carry out the Grant Project to the best of Grantee ’s ability and in accordance with the generally accepted professional and ethical standards of Grantee’s profession and community and currently approved methods and practices in Grantee ’s field and in accordance with the standards required by the Grant Project Description.

6.2 Compliance with Laws.
a. Grantee shall observe and comply with all applicable laws, ord inances, codes, and regulations of governmental agencies, including without limitation all provisions of the Occupational Safety and Health Act of 1979, Title VII of the Civil Rights Act of 1964, the Immigration Reform and Control Act of 1986 and all other applicable federal, state, and local laws. b. Grantee represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for Grantee to complete the Grant Project.
c. Grantee shall co mply with all labor laws applicable to this Agreement. If the Grant Project Description includes a “public works” component, Grantee is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws.
d. Grantee shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired - Immune Deficiency Syndrome (AIDS), or any other protected classification. Grantee shall comply with all anti -discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discri mination, Grantee understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Grantee or its employees, contractors, or sub-contractors, will not be tolerated.
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6.3 Not an Employee. Grantee and the agents , employees, contractors, and subcontractors of Grantee shall act in an independent capacity and not as officers or employees or agents of City. Grantee acknowledges and promises that City is not acting as an employe r to any individuals furnishing services or work pursuant to this Agreement.

6.4 Benefits and Taxes. Grantee shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Grantee shall be solely liable for and obligated to pay directly all applicable taxe s, including, but not limited to, federal and state income taxes, and in connection therewith Grantee shall indemnify and hold City harmless from any and all liability that City may incur because of Grantee’s failure to pay such taxes.

6.5 Return of Unused Gra nt Funds. Any Grant Funds not expended for the Grant Project and substantiated in the Grant Report described in Section 7, below, shall be reimbursed to the City no later than fifteen (15) business days after submission of the Grant Report. In the event t hat this Agreement is terminated pursuant to Section 23, Grantee shall return to the City on a pro -rata basis funds granted for that particular year. For example, if this Agreement is terminated effective 6 months into a grant year, Grantee shall return $20,000 to the City.

7. Grant Report. By the fifteenth (15th) business day of July in the fiscal year following disbursement of the Grant Funds, Grantee must submit to the City a written report (the “Grant Report”) proving that Grant Funds have been spent in t he matter and for the purposes stated in the Grant Project . The Grant Report shall include, at a minimum, a description of the work completed, a description of what the Grant Funds were spent on, substantiating documentation for grant expenditures (e.g., invoices, timesheets), and information about the number of persons served and other results that benefit Cupertino.

The Grant Report shall also identify whether all Grant Funds were expended.

8. Grant Coordination.

City Grant Manager . City assigns the Director of Parks and Recreation as the City’s representative(s) for all purposes under this Agreement, with authority to oversee the progress and performance of the Grant Project. City reserves the right to substitute another grant manager at any time, and without prior notice to Grantee.

Contractor Project Manager . Subject to City approval, Grantee assigns Jennifer Furlong as its single representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Grant Project. City written approval is required prior to substituting a new representative.

9. Notice. All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed 170
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