Written Communications (Updated 02-08-2023) — Cupertino City Council, February 7, 2023 (part 2 of 2)

monetary ( cash) contribution, endowments, personal property, real property, financial securities, equipment, in-kind goods, services and any other asset for which the donor has not received any goods or services in return.

2. Donor: An individual or legal entity making a Donation to the City.

3. Restricted Donation: A donation restricted by the Donor for a particular purpose, program, location or City department.

4. Unrestricted Donation: A donation without any limitations imposed on its intended use and which the City can use for any public purpose.

5. Park and Public Improvement Donation: Real property or items, such as drinking fountains, tables, benches, and equipment that are traditionally intended to improve public areas in parks, in or around public buildings, streets, walkways and trails.

V. TYPES OF DONATIONS

1. Donations may be from a single individual, group, organization, business, corporation, or anonymous sources.

2. Donations may be restricted or unrestricted.

3. Donations may be offered in cash, financial securities, or personal property.

4. Donations of real property or any estate in real property may only be accepted as prescribed by state law, including Government Code section 27281, if applicable.

5. The following are subject to other laws or policies and are not governed by this Policy:
a. Donations of public art are subject to the General Guidelines for the Selection of Public Art, Resolution No. 05-040.
b. Sponsorships, including personal and financial support for a City event are governed by the City's Sponsorship Policy.
c. Contributions intended to benefit a City elected official, appointed official, or employee are governed by state and federal laws. d. Land, real property, concessions, appurtenances, rights of way, street improvements, easements and the like, which are obtained under City authority through regulatory means, negotiations, or as part of a public improvement project, a development project or agreement. 4 Res olution No . 17- 102
Page5
VI. AUTHORITY TO ACCEPT/ REJECT DONATIONS
The City at all times shall have the right to accept or decline any Donation, at its sole discretion. Unless otherwise required by federal, state, or local law the City Council authorizes as follows:

1. Donations of any kind, restricted or unrestricted, which are valued above 25,000 must be presented to the City Council for approval and acceptance, pursuant to a resolution.

2. The City Council delegates the authority to approve and accept Donations valued at or below $ 25, 000 to the City Manager.

3. The City Manager is authorized to delegate authority to accept Donations valued at or below $ 10, 000 to the Director/ Head of the Department for which the donation is intended.

All Donations are subject to the City Council' s budget appropriation rules and must support programs and activities established by or supported by the City.

VII. DONATION EVALUATION GUIDELINES
The following criteria should be considered in evaluating Donations and determining whether City should accept or reject said Donations.

1. Donations must be consistent with City interests and support a public purpose;

2. The fair market value of non- monetary donations;

3. Whether the net benefit of a donation outweighs the cost to the City. Net benefit includes all lifecycle costs of ownership, maintenance, repair, clean- up, administration, and the liability, risk, and expense th.at may be associated with the donation;
4 . Donations may not be used to implement new programs or services that are ongoing, unless the City Council approves the necessary funding to cover the costs of initiating and sustaining the new program or service;

5. Real and projected costs should be considered when a donation requires an immediate or initial expenditure, matching donations, or supplemental funding;

6. Potential costs and liabilities should be considered for donations that exclude indemnification, insurance, bonding, or other warranties that the City would 5 Resolution No. 17-102
Pag e 6
normally receive or require through the procurement process;

7. Consistent with state law, real property will be evaluated based on its physical condition, market value, and any claims, liens, or encumbrances clouding title to the property or reducing its value; and

8. Park and Public Improvement Donations and similar physical items must meet warranty conditions and City standards, if any, to ensure a long life as well as resistance to the weather, wear and tear, and possible vandalism. These donations must cover the cost of purchase, installation, and basic maintenance for the life cycle of the accessory, unless otherwise agreed by the City. The City reserves the right to modify, remove, or relocate these items, as appropriate.

VIII. DONATION FORMS AND AGREEMENTS
All donors are required to submit the Standard Donation Form to the City Manager' s Office or, in the case of a department- specific donation valued at or below $ 10,000, to the appropriate department head. The City Manager' s Office will be responsible for drafting the Standard Donation Form.

Donations requiring Council approval/ acceptance may require a donation agreement outlining the respective obligations of the donor and the City. Restricted Donations may also be subject to an agreement if either the donor or the City deem it necessary or appropriate.

The City Manager' s Office will review all donation agreements which, at a minimum, should include:

1. Contact information of the donor and a designated representative;

2. The type, amount, and value of the donation;

3. The purpose and any use restrictions for the donation, if any;

4. Appropriate recognition of the donor, if desired; and

5. Waiver, Release, and Disclosure provisions outlining the procedure the City will follow to handle restricted donations that cannot be implemented.

IX. DONOR RECOGNITION GUIDELINES
In determining the appropriate recognition for a Donor, the following guidelines apply:

1. City will provide Donors an acknowledgement of acceptance of the donation.

2. No City building, facility, structure, equipment or furnishing can be named after a 6 Resolution No. 17- 102

Page 7 ends

Donor.

3. The City Council may recognize a donation by a plaque affixed to the appropriate City building, facility, structure, equipment or furnishings . The wording, size, type and location of the plaque shall be determined on a case by case basis. 7 RESOLUTION NO. 17-103

A RESOLUTION OF THE CUPERTINO CITY COUNCIL
RESCINDING RESOLUTION NO. 03-162 AND ADOPTING AN AMENDED

NAMING OF CITY FACILITIES POLICY
WHEREAS, on September 2, 2003 the Cupertino City Council adopted Resolution No. 03-162 adopting the Naming of City Facilities and Recognition of Donors Policy;
WHEREAS, on October 17, 2017 the Cupertino City Council adopted Resolution No. 17-102, which established the City's Donation Policy; WHEREAS, Sections 3, 4, and 5 of Resolution No. 03-162 are redundant and similar provisions are included in the new Donation Policy of the City of Cupertino established by Resolution No. 17-102;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby takes the following actions:

Section 1:

Section 2:

Rescinds Resolution No. 03-162
Adopts and approves the Naming of City Facilities Policy attached.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 17th day of October, 2017 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST :

Members of the City Council
Paul, Chang, Scharf, Sinks
None
Vaidhyanathan
None
APPROVED:

Grace Schmidt, City Clerk Darcy Paul, V,
City of Cuperul' W_,_
Re so lution No . 17- 103

Page 2 ends

CUPERTINO

NAMING OF CITY FACILITIES POLICY
I. PURPOSE
The purpose of this document is to define the policies, procedures, and responsibilities associated with the naming of city facilities, portions thereof, structures, equipment and furnishings thereof.

II. POLICY GUIDELINES

1. Naming Policy
City buildings and facilities should be named in a manner that will provide an easy and recognizable reference.

City buildings, facilities or portions thereof, structures, equipment and furnishings may be named :
a) For their geographical location, e.g., neighborhood, major street regional area or the city itself.
b) To honor or recognize individuals, including but not limited to, retired elected officials or community volunteers, who have made extraordinary non- monetary contributions to the City of Cupertino, the region, or to the general public.

2. Procedure for Naming:
a) The naming of any city building, facility or portion thereof, structure, equipment or furnishing, based upon the above described guidelines, is subject to the approval of the city council, upon recommendation of the city manager and after the conduct of at least one public hearing.

Resolution No . 17- 10 3

Page 3 ends

b) The city council may refer a particular naming issue to an appropriate commission for the purpose of making a recommendation to the council.
c) The city council may remove a name from a city building, facility or portion thereof, structure, equipment or furnishings when deemed by the city council to be in the best interests of the city.

RESOLUTION NO. 03-162

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO

ADOPTING POLICIES AND PROCEDURES FOR THE NAMING OF CITY

FACILITIES AND FOR RECOGNIZING DONORS
WHEREAS, the City Council has determined that there is a need for policies and procedures for the naming of city facilities and for recognizing financial donors; NOW, THEREFORE, BE IT RESOLVED:

That the following policies and procedures are hereby adopted.

City of Cupertino
The Naming of City Facilities and Recognition of Donors Policy and Procedure
Purpose
The purpose of this document is to define the policies, procedures, and responsibilities associated with the naming of city facilities, portions thereof, structures, equipment and furnishings thereof and to provide a process for the recognition of private donations and in-kind contributions to the city.

Policy Guidelines
1) Naming Policy
City buildings and facilities should be named in a manner that will provide an easy and recognizable reference.

City buildings, facilities or portions thereof, stxuctures, equipment and furnishings may be named:
a) For their geographical location, e.g., neighborhood, major street regional area or the city itselfi
b) To honor or recognize individuals, including but not limited to, retired elected officials or community volunteers, who have made extraordinary non-monetary contributions to the City of Cupertino, the region, or to the general public.
2) Procedure for Naming:
a) The naming of any city building, facility or portion thereof, Resolution No. 03-162 2
structure, equipment or fumishing, based upon the above described guidelines, is subject to the approval of the city council, upon recommendation ofthe city manager and after the conduct of at least one public hearing.
b) The city council may refer a particular naming issue to an appropriate commission for the purpose ofmaking a
recommendation to the council.
c) The city council may remove a name from a city building, facility or portion thereof, structure, equipment or furnishings when deemed by the city council to be in the best interests of the city.
3) Recognition of Financial Donations and In-Kind Contributions a) No city building, facility or portion thereof, structure, equipment or furnishing shall be named after an individual, group, organization or business as a result of a financial donation or in-kind contribution to the city.
b) A donation or in-kind contribution which is accepted by the city council may be recognized by a plaque affixed to the appropriate city building, facility or portion thereof, structure, equipment or furnishings which shall read as follows:

This [identification of facility] was made possible in part by the generous contribution of and
his/her family; or
This [identification of facility] was made possible in part by the generous contribution of
business or organization]; or
This [identification of facility] was made possible in part by the generous contribution of in
the name of .;
or similar language.
c) The size, type and location of the plaque shall be determined, on a case by case basis, by the city council upon recommendation of the city manager.
d) The city council may also cause to be designed a plaque or other object to be affixed to the city building, facility, or portion thereof, Resolution No. 03-162 3
structure, equipment or furnishings which recognizes a group of donors and contributors to the city.
e) A copy of these guidelines will be given to any donor or contributor prior to submission of the donation or contribution to the city council for acceptance unless these guidelines are amended by the city council. The acceptance by the city council of any donation or in-kind contribution is expressly conditioned upon adherence to these guidelines.
4) Recommendation by City Manager for acceptance of a gift a) Prior to acceptance by the city council, a donation or in-kind contribution shall first be submitted to the city manager for recommendation to the city council.
5) Maintenance of recognition plaque, tree or other girl The city will make reasonable efforts to preserve any
recognition plaque or other dedicated object. If necessary, due to repair of surrounding areas, construction or redesign of a building or facility, the plaque may be relocated. If the plaque or other dedication object cannot continue to be reasonably maintained, it may be removed by order of the city council b) If the dedication includes a gift of a plant or tree, the city will provide its regular standard of landscape care for the plant or tree.

Ifthe plant or tree does not survive, the city is not obligated to provide a
replacement. Ifthe dedication includes the gift of an
object such as a bench, picnic table, play equipment, etc., the city will provide its regular standard of care and maintenance for the object.
c) Any plant, tree, or object donated to the city and any plaque recognizing the donation may be removed at the discretion of the city council when it deems that such removal would be in the best interests of the city.

Resolution No. 03-162 4
PASSED AND ADOPTED at a special meeting of the City Council of the City of Cupertino on the 2nd day of September 2003, by the following vote:

Vote
AYES:

NOES:

ABSENT:

ABSTAIN:

Members of the City Council
Chang, James, Kwok, Sandoval, Lowenthal
None
None
None
ATTEST: PR~OVE : i ,
Wfa~'~ Ftyr,-~of Ou~rtino x~

CITY OF CUPERTINO
Legislation Details (With Text)
File #: 115- 0880 Version: Name:

Type: Consent Calendar Status: Agenda Ready
File created: 5/14/2015 In control: City Council
On agenda: 6/2/2015 Final action:

Title: Subject: Request from Mrs. Marcia Alicea to sponsor a bench in memory of her mother, Mrs. Virginia Logan at Memorial Park adjacent to the Cupertino Senior Center.

Sponsors:

Indexes:

Code sections:

Attachments: Staff Report
A- Resolution No. 03-162
ByDateResultVer. Action Action
Council6/ 2/20151 City
Subject: RequestfromMrs. MarciaAliceatosponsorabenchinmemoryofhermother, Mrs.

Virginia Logan at Memorial Park adjacent to the Cupertino Senior Center.

AcceptabenchwithaspecialplaqueinmemoryofVirginiaLoganfromherdaughter, Mrs.

Marcia Alicea.

CITY OF CUPERTINO 2015Page 1 of 1 Printed on 5/27/
powered by Legistar™ 157

RECREATION AND COMMUNITY SERVICES DEPARTMENT
10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: ( 408) 777-3110 www.cupertino. org

CITY COUNCIL STAFF REPORT
Meeting: June 2, 2015
Subject
Request from Mrs. Marcia Alicea to sponsor a bench in memory of her mother, Mrs.

Virginia Logan, at Memorial Park, adjacent to the Cupertino Senior Center.

Recommended Action
Accept a bench with a special plaque in memory of Virginia Logan from her daughter, Mrs. Marcia Alicea.

Description
Mrs. Virginia Logan was a long time resident of Cupertino for 44 years. She loved Cupertino and was proud of her beautiful neighborhood, fantastic schools and wonderful open spaces. Over the years, Mrs. Logan was actively involved at the Senior Center taking classes, going on trips and attended many of the special events. She was an active volunteer at the Senior Center for many years and developed life-long friends through community activities and in her neighborhood.

When the Cupertino Veterans Memorial was opened in 2007, Mrs. Logan honored her husband, Jess Logan, a WWII Navy Veteran, by sponsoring an engraved tile to be placed by the Navy emblem. The family now has a nice place to go and sit and remember him.

Mrs. Alicea and their family would also like the same opportunity for their mother and have a place to remember her in the environment she loved.

Discussion
Cupertino Resolution No. 03-162 has adopted policies and procedures for recognizing donors. A donation which is accepted by the City Council may be recognized by a plaque affixed to the appropriate structure or furnishing. In this case, if the City Council accepts the bench donation from the family of Mrs. Virginia Logan, a plaque in recognition of Virginia Logan would be placed on the bench. 158
If accepted, the bench will be located at a designated place at Memorial Park near the Senior Center. The City will make reasonable efforts to maintain the bench and the plaque.

Fiscal Impact
The bench will be maintained at no additional cost to the Memorial Park maintenance budget.

Prepared by: Carol A. Atwood, Director of Recreation & Community Services Approved for Submission by: David Brandt, City Manager
Attachment:

A –Resolution No. 03- 162
159
RESOLUTION NO. 03-162

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO

ADOPTING POLICIES AND PROCEDURES FOR THE NAMING OF CITY

That the following policies and procedures are hereby adopted.

City of Cupertino
The Naming of City Facilities and Recognition of Donors Policy and Procedure
Purpose
The purpose of this document is to define the policies, procedures, and responsibilities associated with the naming of city facilities, portions thereof, structures, equipment and furnishings thereof and to provide a
process for the recognition of private
donations and in-kind contributions to the city.

Policy Guidelines
1) Naming Policy
City buildings and facilities should be named in a manner that will provide an easy and recognizable reference.

City buildings, facilities or portions thereof, stxuctures, equipment and furnishings may be named:
a) For their geographical location, e.g., neighborhood, major street regional area or the city itselfi
b) To honor or recognize individuals, including but not limited to, retired elected officials or community volunteers, who havemade extraordinary non-monetary contributions to the City of Cupertino, the region, or to the general public.
2) Procedure for Naming:
a) The naming of any city building, facility or portion thereof, 160
Resolution No. 03-162 2
structure, equipment or fumishing, based upon the above described guidelines, is subject to the approval of the city council, upon recommendation of the city manager and after the conduct of at least one public hearing.
b) The city council may refer a
particular naming issue to an
appropriate commission for the purpose of making a
recommendation to the council.
c) The city council may remove a name from a
city building,
facility or portion thereof, structure, equipment or furnishings when deemed by the city council to be in the best interests of the city.
3) Recognition of Financial Donations and In-Kind Contributions a) No city building, facility or portion thereof, structure, equipment or furnishing shall be named after an individual, group, organization or business as a result of a financial donation or in-kind contribution to the city.
b) A donation or in-kind contribution which is accepted by the city council may be recognized by a
plaque affixed to the
appropriate city building, facility or portion thereof, structure, equipment or furnishings which shall read as follows:

This [identification of facility] was made possible in part by the generous contribution of and
his/her family; or
This [identification of facility] was made possible in part by the generous contribution of
business or organization]; or
This [identification of facility] was made possible in part by the generous contribution of in
the name of .;
or similar language.
c) The size, type and location of the plaque shall be determined, on a case by case basis, by the city council upon recommendation of the city manager.
d) The city council may also cause to be designed a plaque or other object to be affixed to the city building, facility, or portion thereof, 161
Resolution No. 03-162 3
structure, equipment or furnishings which recognizes a
group of
donors and contributors to the city.
e) A copy of these guidelines will be given to any donor or contributor prior to submission of the donation or contribution to the city council for acceptance unless these guidelines are amended by the city council. The acceptance by the city council of any donation or in-kind contribution is expressly conditioned upon adherence to these guidelines.
4) Recommendation by City Manager for acceptance of a gift a) Prior to acceptance by the city council, a donation or in-kind contribution shall first be submitted to the city manager for recommendation to the city council.
5) Maintenance ofrecognition plaque, tree or other girl The city will make reasonable efforts to preserveany
recognition plaque or other dedicated object. Ifnecessary, due to repair of surrounding areas, construction or redesign of a building or facility, the plaque may be relocated. Ifthe plaque or other dedication object cannot continue to be reasonably maintained, it may be removed by order of the city council b) If the dedication includes agift of aplant or tree, the city will provide its regular standard of landscape care for the plant or tree.

Vote
AYES:

NOES:

ABSENT:

ABSTAIN:

Members of the City Council
Chang, James, Kwok, Sandoval, Lowenthal
None
None
None
ATTEST: PR~OVE :
i ,
Wfa~'~ Ftyr,-~ofOu~rtino x~
163

CITY OF CUPERTINO
Legislation Details ( With Text)
File #: 116- 1867 Version: Name:

Type: Consent Calendar Status: Agenda Ready
File created: 7/21/2016 In control: City Council
On agenda: 9/6/2016 Final action:

Title: Subject: Request from Mr. Leon Chen to sponsor a bench in memory of his son, Erik Chen, at Creekside Park
Sponsors:

Indexes:

Code sections:

Attachments: Staff Report
A- Resolution No. 03-162
ByDateResultVer. Action Action
Council9/ 6/20161 City
Subject: RequestfromMr. LeonChentosponsorabenchinmemoryofhisson, ErikChen, at Creekside Park
AcceptadonationforabenchwithaspecialplaqueinmemoryofErikChenfromhisfather Mr. Leon Chen to be placed at Creekside Park
CITY OF CUPERTINO 2016Page 1 of 1 Printed on 8/31/
powered by Legistar™ 181

RECREATION AND COMMUNITY SERVICES DEPARTMENT
10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: ( 408) 777-3110 www.cupertino. org

CITY COUNCIL STAFF REPORT
Meeting: September 6, 2016
Subject
Request from Mr. Leon Chen to sponsor a bench in memory of his son, Erik Chen, at Creekside Park.

Recommended Action
Accept donation for a bench with a special plaque in memory of Erik Chen from his father, Mr. Leon Chen to be placed at Creekside Park.

Description
Mr. Leon Chen frequently visits his daughter and family who live in Cupertino and like to take walks with his grandchildren to Creekside Park. In memory of his son, Erik Chen, who passed away accidently in July 2015, Mr. Chen and his daughter would like to make a donation towards a bench at this park.

If accepted, the bench style decided by the City’s Public Works department to match other benches in the park, will be located at a designated place at Creekside Park. The City will make reasonable efforts to maintain the bench and the plaque.

Fiscal Impact
The bench will be maintained at no additional cost to the Creekside Park maintenance budget. There will be no direct fiscal impact to the City. The Chen family will incur the costs for the bench, plaque and all applicable tax and shipping fees at a not to exceed cost of $1,500.

Prepared by: Christine Hanel, Acting Director of Recreation & Community Services Approved for Submission by: David Brandt, City Manager
182
Attachment: A –Resolution No. 03-162
183
RESOLUTION NO. 03-162

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO

ADOPTING POLICIES AND PROCEDURES FOR THE NAMING OF CITY

That the following policies and procedures are hereby adopted.

City of Cupertino
The Naming of City Facilities and Recognition of Donors Policy and Procedure
Purpose
The purpose of this document is to define the policies, procedures, and responsibilities associated with the naming of city facilities, portions thereof, structures, equipment and furnishings thereof and to provide a
process for the recognition of private
donations and in-kind contributions to the city.

Policy Guidelines
1) Naming Policy
City buildings and facilities should be named in a manner that will provide an easy and recognizable reference.

City buildings, facilities or portions thereof, stxuctures, equipment and furnishings may be named:
a) For their geographical location, e.g., neighborhood, major street regional area or the city itselfi
b) To honor or recognize individuals, including but not limited to, retired elected officials or community volunteers, who havemade extraordinary non-monetary contributions to the City of Cupertino, the region, or to the general public.
2) Procedure for Naming:
a) The naming of any city building, facility or portion thereof, 184
Resolution No. 03-162 2
structure, equipment or fumishing, based upon the above described guidelines, is subject to the approval of the city council, upon recommendation of the city manager and after the conduct of at least one public hearing.
b) The city council may refer a
particular naming issue to an
appropriate commission for the purpose of making a
recommendation to the council.
c) The city council may remove a name from a
city building,
facility or portion thereof, structure, equipment or furnishings when deemed by the city council to be in the best interests of the city.
3) Recognition of Financial Donations and In-Kind Contributions a) No city building, facility or portion thereof, structure, equipment or furnishing shall be named after an individual, group, organization or business as a result of a financial donation or in-kind contribution to the city.
b) A donation or in-kind contribution which is accepted by the city council may be recognized by a
plaque affixed to the
appropriate city building, facility or portion thereof, structure, equipment or furnishings which shall read as follows:

This [identification of facility] was made possible in part by the generous contribution of and
his/her family; or
This [identification of facility] was made possible in part by the generous contribution of
business or organization]; or
This [identification of facility] was made possible in part by the generous contribution of in
the name of .;
or similar language.
c) The size, type and location of the plaque shall be determined, on a case by case basis, by the city council upon recommendation of the city manager.
d) The city council may also cause to be designed a plaque or other object to be affixed to the city building, facility, or portion thereof, 185
Resolution No. 03-162 3
structure, equipment or furnishings which recognizes a
group of
donors and contributors to the city.
e) A copy of these guidelines will be given to any donor or contributor prior to submission of the donation or contribution to the city council for acceptance unless these guidelines are amended by the city council. The acceptance by the city council of any donation or in-kind contribution is expressly conditioned upon adherence to these guidelines.
4) Recommendation by City Manager for acceptance of a gift a) Prior to acceptance by the city council, a donation or in-kind contribution shall first be submitted to the city manager for recommendation to the city council.
5) Maintenance ofrecognition plaque, tree or other girl The city will make reasonable efforts to preserveany
recognition plaque or other dedicated object. Ifnecessary, due to repair of surrounding areas, construction or redesign of a building or facility, the plaque may be relocated. Ifthe plaque or other dedication object cannot continue to be reasonably maintained, it may be removed by order of the city council b) If the dedication includes agift of aplant or tree, the city will provide its regular standard of landscape care for the plant or tree.

Vote
AYES:

NOES:

ABSENT:

ABSTAIN:

Members of the City Council
Chang, James, Kwok, Sandoval, Lowenthal
None
None
None
ATTEST: PR~OVE :
i ,
Wfa~'~ Ftyr,-~ofOu~rtino x~
187
From: Peggy Griffin
To: City Council
Cc: City Clerk
Subject: 2023-02-07 CC Agenda Item13-Commemorative Bench Dedication Policy and free waiver Date: Monday, February 6, 2023 10:32:02 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Please include this email as part of the Written Communication for this agenda item.

Dear City Council,
I don’t understand why this item is back when the city is so overworked. That said, I’m glad you are developing a policy to clearly specify the requirements and appreciate the work that went into comparing and researching various surrounding cities.

Regarding the Bench Dedication Policy:

1. LOCATION OF BENCH: The decision should involve/include the Parks and Rec department or the Parks to make sure it doesn’t get in the way of activities/uses of the area. a. If it’s Memorial Park, what happens to the bench when the park is re-designed?

2. VERIFICATION: The policy states that the dedication must be for someone who has a direct connection to the City of Cupertino but no where is there any verification of that. Who’s going to verify that?

3. APPLICATION FORM:
a. The form should state “The City will only accept bench donations that commemorate, memorialize, or recognize an individual or family by name who has a direct connection the City of Cupertino. No organizations or groups will be considered. b. The form should have a place to state how the person is connected to Cupertino.

Regarding the fee waiver: DENY IT. Please require them to pay the full fee.

When people see a bench with a plaque on it, it’s assumed that the donor paid for that bench. Do not allow a plaque to be placed on a bench that the donor did not pay for. Our existing benches were paid for with taxpayer dollars, not a donor. It is misleading. Allow the donor to pay the full fee for a new bench to honor their loved one.

I’m appalled that right off the bat you want to make an exception and waive the fee? What kind of policy is this if you can’t even follow it the very first time? Please stick to the rules. That’s why you have them. It also shows no favoritism. Consistent, equal enforcement of this policy will make it stronger! Waivers means the rules can be bent.

Sincerely,
Peggy Griffin
From: Jose Yow
To: City Council; Cupertino City Manager"s Office
Subject: RE: Comments to Tonight"s Meeting Items
Date: Tuesday, February 7, 2023 1:44:01 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Hi, Councilwomen, Councilmen & City Manager:

Below are the comments I have for the items that will be discussed at the council meeting tonight. I have been a long time Cupertino resident for 35 years and am a bit concerned about the changes that are proposed. I can't attend tonight's meeting due to a meeting conflict. But, I'd like to voice my opinions for the following items:

Report: “40% Food Service Use Cap” Turned Into “40% Restaurant Cap:

This defeats the purpose of setting this standard. All of the exceptions are parts of the food service categories. It's ridiculous to exclude them and give the cap more space than it intends to.

The proposed “Cupertino City Council Procedures Manual'' (Consent Calendar Item 15)
We should stay with the original method meaning two council members can propose an agenda item.

We should stay with the original concept of not allowing the mayor alone to shut down the deliberation to request a vote on an agenda item.

The California Public Records Act (CPRA): We should not allow the city manager to limit access to the information of the elected officials through CPRA.

Taken any action on a study session item: Council members shall not take action and adopt the study session item.

The Mayor has “made recommendations” to assignments of
Councilmembers to the committees: The mayor can only
recommend the council members to the committees, not the authority to assign the council members to the committees.

Should we limit the types of items which could be put on Consent to limit public input and Council deliberation? Yes. We should not limit the public input and council deliberation.

Bench Donation policy: We should follow the following steps to approve the bench donation policy and should never bypass public opinion. The policy should not be approved by council members' "On Consent), it should have discussions and public opinions and then have PArks & Rec commission make the recommendation to the council. Also, no one should buy a plaque and put it on the public bench by him or herself.

1. Put on the Council Work Program.

2. Refer to the Parks and Recreation Commission to study and make a recommendation.

3. Research similar policies in other cities and get public input.

4. Research proper locations for donated park benches or a process to identify proper locations and get public input

5. Put on Council Meeting agenda
Thank you for spending the time reading my comments. All policies should be transparent to the public not dictated by one person or one organization. Public opinions are important since all policies are for the good of the citizens and they definitely need to be involved in the approval processes.

Wish you a successful council meeting tonight!
Regards,
Jose Yow
CC 02-07-2023
Item No. 14
Informational
memorandum
regarding retail square
footage analysis of Main
Street
Written Communications

OFFICE OF THE CITY CLERK

CITY HALL
10300 TORRE AVENUE• CUPERTINO, CA 95014- 3255
TELEPHONE: ( 408) 777- 3223• FAX: ( 408) 777- 3366

C U P E RT I N O
WEBSITE: www.cupertino. org
October 15, 2014
Fehr & Peers
160 W: Santa Clara Street, Suite 675
San Jose, CA 95113
Re: First Amendment to Agreement for consultant services.

A fully executed copy of the agreement for consultant services with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Community Development Department at ( 408) 777-3308.

Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk' s Office
Enclosure
cc: Community Development
FIRST AMENDMENT TO AGREEMEPqT BETWEEN THE CITY OF CUPERTINO AND FEHR& PEERS FOR CONSULTA114T SERVICES FOR PARKING ANALYSIS & OPARKING MANAGEMENT PLAIq FOR THE MAIN STREET PROJECT
This First Amendment to the Agreement, for reference dated October 81h 2014, between CITY OF CUPERTINO, a municipal corporation, ( hereinafter " City"), and Fehr & Peers, a California corporation, ( hereinafter " Consultant"), whose address is 160 W. Santa Clara Street, Suite 675, San lose California, 95113, and is made with reference to the following:

RECITALS:

A. On November 27, 2013, an agreement was entered into by and between City and Contractor (hereinafter " AGREEMENT").

B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follow:

1. TERM:

The term section of the Agreement shall remain the same and shall be in full force and effect.

2. SERVICES TO BE PERFORMED;:

Consultant shall perform additional consultation services set forth in Exhibit "A", which is attached hereto and incorporated herein by this reference.

3. COMPENSATION TO CONSULTANT:

The Compensation section of the Agreement shall be increased by this amendment in the amount not to exceed $ 4, 000. 00, for a total contract amount not to exceed $ 12,600.00. Payment shall be made by checks drawn on the treasury of the City, to be taken from the 1. 10- 2211, BS 24625 fund.

Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. 1 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CONSULTANT CITY OF CUPERTINO
Fehr & Peers A MurdCip Corporation
By _
Title f ' lap4 1 Gary iao, Asst Director, Community Development Date Po l- it Date 4
AP OV D AS TO FO M:

Ca . orade, City Attorney
A 4
Grace ; chmidt, City Clerk
Attachment
Exhibit A— Scope of Work

EXPENDITURE DISTRIBUTION

ACCOUNT NUMBER AMOUNT
PO # 58311
110- 2211, BS 21994— Main Street 8, 600. 00
d
Amendment # 1, BS 24625 4, 000. 00 l .

Total Contract 12, 600.00
Exhibit A
Scope of Services and Compensation
I. Scope of Services: Consultant shall. update the shared parking analysis nlemorandun- report and shared parking quick response tool as requested by City for the Main Street developil lent In Cupertino, ( the " Project"), including estimating the peak parking demand for the latest tenant Matrix, determining whether the proposed parking supply will be sufficient, and_add7ng documentation for the quick response analysis tool.

Staff assigned to the Project by Consultant shall be preapproved by the City of Cupertino Chief. Building Official, and shall he removed immediately upon City' s request a.nd replaced with an approved subStitute.

IL Compensation:

City shall compensate Consultant for professional services in accordance with the terns and conditions of this Agreement based on the rates and compensation schedule set. forth below. Compensation shall. be calculated based on the hourly rates set forth belo' Vv up to the not to exceed budget amount set forth below.

The compensation to be paid to Consultant wader. this Agreement for all services described under Section 1. of this Exhibit and reimbursable expenses shall not exceed a total of four thousand dollars ($ 4, 000).. Ai1y work performed or expenses incurred for which payrnent would result- in a total exceeding the nlaxiinurll an- ount of compensation set forth herein shall be at no cost to the City.

III. Rates:

Please see attached Billing Rate Schedule.

IV. Title: Main Street Shared Parking An;llysis
V. Invoices
In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges ( includi.ng a sun- mary of work perforllled during that quarter, persorunel wh.o performed the services, hours worked, task( s) for which work was perforated).

VI. Reimbursable Expenses
Reproduction and conl llunication expenses ( as a portion of the labor charges) plus mileage for meeting attendance, etc.

V11. Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance Nvritten authorization from the City' s Project Manager prior to conln- encement of any additional services. Consultant shall submit, at the Project Manager' s request, a detailed written proposal including a description of the scope of additional.services, schedule, and. proposed. 11.1ax.l.m:u.n1 conlpensatio.n.

FEHR ,
August 18, 2014
Mr. Gary Chao
City of Cupertino
Community Development Department
10300 Torre Avenue
Cupertino, CA 95014
Subject: Proposal to Revise the Shared Perking Analysis Memorandum and Quick Response Tool for Main Street
Dear Gary:

Fehr & Peers is pleased to submit this prc 1posal to revise the shared parking analysis memorandum and the quick response tool for the Main Street mixed- use development in Cupertino, California. The purpose of these revisions is to update and supplement the documentation to allow City staff to determine the overall parking demand for Main Street as the tenant mix changes over time.

The Scope of Work, Fee, and, and Schedule are presented in the following sections.

SCOPE 0f' WORK
Fehr& Peers will complete the following tasks:

Task 1— Revise Main Street Shared Parking Merorandum Report Fehr & Peers will revise the memorandum report to remove references to historical information, to include the Latest parking supply data from the approved CC& Rs, and to more fully describe the shared parking quick response tool ( spreadsheet) that can be used by city staff to assess the parking demand of future tenant mixes.

Task 2 — Revise Shared Parking Quick Response Tool
Fehr & Peers will revise the quick response tool jihat contains the shared parking model for Main Street by adding more text and comments to increase its user- friendliness. 160 W. Santa Clare Street I Suit+ 6751 Scin Jose, CA 951: 1. 3 1 (- 108) 278- 1. 700 1 Nx( 408) 27- 1717 w4Vw, fehrafid peer s. ccrrt
Mr. Gary Chao
August 18, 2014

Page 2 of 2 ends

Task 3— Prepare Final Deliverables
The results of Tasks 1 and 2 will be submitted City of Cupertino for review. Fehr & Peers will incorporate responses to one set of review comments to prepare the final deliverables.

FEE &. SCHEDULE
The fee to conduct Tasks 1, 2, and 3 is $ 4, 000. The revised drafts will be submitted within one week.

Please let me know if you have any questions on our proposal. We are looking forward to continuing to work with you and your staff on this project.

Sincerely,

FEHR & PEERS
Jane. A. Bierstedt, P. E.

Principal
PI3- 2638- S1

FEHR TEERS
2014- 2015
July 2014 through June 2015)
Classification Hourly Rate Hourly Billing Rates
Principal 195. 00 - $ 320. 00
Senior Associate 180. 00 - $ 240. 00
Associate 145. 00 - $ 200. 00
Senior Engineer/ Planner 125. 00 - $ 185. 00
Engineer/ Planner 100. 00 - $ 135. 00
Senior Technical Support 125. 00 - $ 170.00
Senior Administrative Support 105. 00 - $ 135. 00
Administrative Support 95. 00 - $ 125. 00
Technician 95. 00 - $ 135.00
Intern 80. 00 - $ 95. 00
Other Direct Costs/ Reimbursable expenses are invoiced at cost plus 10% for handling.

Personal auto mileage is reimbursed of the then current IRS approved rate( 56 cents per mile as of Jan 2014).

Voice& Data Communications ( Telephone, fax, computer, e- mail, etc.) are invoiced at cost as a percentage of project labor.
effective 612812014
Fehr& Peers reserves the right to change these rates at any time with or without advance notice.

January 22, 2014

OFFICE OF THE CITY CLERK

CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014 - 3255
TELEPHONE: ( 408) 777 -3223 • FAX: ( 408) 777 -3366
WEBSITE: www. cupertino. org
Fehr & Peers
160 W. Santa Clara Street, Suite 675
San Jose, CA 95113
Re: Agreement
Enclosed is a fully executed original copy of your agreement with the City of Cupertino.

If you have any questions or need additional information, please contact the Community Development Department at (408) 777 -3308.

Sincerely,
Dorothy Ste nfott 7r"
Senior Office Assistant
cc: Planning
Enclosure

AGREEMENT BETWEEN THE CITY OF CUPERTINO AND FEHR & PEERS FOR CONSULTANT SERVICES FOR. PARKING ANALYSIS & PARKING

MANAGEMENT PLAN FOR THE MAIN STREET PROJECT
0 THIS AGREEMENT, for reference dated November 27, 2013, is by and between CITY OF CUPERTINO, a municipal corporation ( hereinafter referred to as " City"), and Fehr & Peers, a California corporation, whose address is 160 W Santa Clara Street, Suite 675, San Jose, California 95113 ( hereinafter referred to as " Consultant "), and is made with reference to the following:

RECITALSA. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code.

B. Consultant is specially trained, experienced and competent to perform the special services which will be required by thi:3 Agreement; and C. City and Consultant desire to enter into an agreement for a total amount not to exceed EIGHT THOUSAND, SIX HUNDRED DOLLARS ($ 8, 600) upon the terms and conditions herein.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

1. TERM:

The term of this Agreement shall commence on November 27th, 2013, and shall terminate on December 31St, 2014, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Consultant shall perform each and every service set forth in Exhibit A, which is attached hereto and incorporated herein by this reference, in accordance with the terms and conditions set forth in this agreement.

Consultant' s Project Manager to represent consultant during the day -to -day work on the Project is Leon Raykin. Consultant' s Project Manager shall have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval ofthe City. Consultant, at City' s request, also agrees to promptly remove personnel who City finds do not perform the Services in an acceptable manner.

3. COMPENSATION TO CONSULTANT:

Consultant shall be compensated for services performed pursuant to this Agreement in the amounts set forth in Exhibit A, which are attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the City, to be taken from the 1 10 -221 1 ( BS 21994) fund.

4. TIME IS OF THE ESSENCE:

Consultant and City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City.

6. INDEPENDENT PARTIES:

City and Consultant intend that the relationship between them created by this Agreement is that of employer - independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant' s services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant.

7. IMMIGRATION REFORM AND CONTROL ACT ( IRCA):

Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his /her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations.

Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant.

8. NON - DISCRIMINATION:

Consistent with City' s policy that harassment and discrimination are unacceptable employer / employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant' s employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability„ marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS.:

Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement., indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the Consultant or Consultant' s employees, officers, officials, agents, or independent contractor' s negligence, recklessness, or willful misconduct arising out of or related to the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City' s choice, expert fees and all other costs and fees of litigation.

10. INSURANCE:

On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 9A, B, C, D and E. Such certificates, which do not limit Consultant' s indemnification, shall also contain substantially the following statement: " Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty ( 30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance ofthis Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates.

A. COVERAGE:

Consultant shall maintain the following insurance coverage:
1) Workers' Compensation:

Statutory coverage as required by the State of California. 2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $ 500, 000
each occurrence
1, 000, 000
aggregate - all other
Property Damage: $ 100, 000 each occurrence
250, 000 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of $1, 000, 000 will be considered equivalent to the required minimum limits shown above.
3) Automotive:

Comprehensive automotive liability coverage in the following minimum limits:

Bodily Injury: $ 500, 000 each occurrence
Property Damage: $ 100, 000 each occurrence
or
Combined Single Limit: $ 500, 000 each occurrence
4) Professional Liabilih':

Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $ 1, 000, 000.

B. SUBROGATION WAIVER:

Consultant agrees that in the event of floss due to any of the perils for which he /she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his /her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance.

C. FAILURE TO SECURE:

If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant' s name or as an agent ofthe Consultant and shall be compensated by the Consultant for the. costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is :received that the premiums have not been paid.

D. ADDITIONAL INSURED:

City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. SUFFICIENCY OF INSURANCE:

The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant' s insurance broker to determine adequate coverage for Consultant.

11. CONFLICT OF INTEREST:

Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:

Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result i. n changing the control of Consultant, shall be construed as an assignment ofthis Agreement. Control means fifty percent ( 50 %) or more of the voting power of the corporation.

13. SUBCONTRACTOR APPROVAL:

Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. Consultant may change or add subcontractors only with the prior written approval of City.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

14. PERMITS AND LICENSES:

Consultant, at his /her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder.

15. REPORTS:

A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as " Report ", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement.

B. All Reports prepared by Consultant may be used by City in execution or implementation of:
1) The original Project for which Consultant was hired; 2) Completion ofthe original Project by others;
3) Subsequent additions to the original project; and / or 4) Other City projects as appropriate.

C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided.

E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall Lie made available to any individual or organization by Consultant without prior approval by City. If such Reports are reused by City for any purpose other than that for which such Reports were originally prepared, or if City causes such Reports to be altered without Consultant' s written consent, such reuse shall be at City' s risk.

16. RECORDS:

Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement.

Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All. such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proci, edings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three ( 3) years after receipt of final payment.

If supplemental examination or audit of the records is necessary due to concerns raised by City' s preliminary examination or audit of records, and the City' s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit.

17. NOTICES:

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided.

All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at:

City of Cupertino
10300 Torre Ave.

Cupertino CA 95014
Attention: Aarti Shrivastava, Director ofCommunity Development All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at:

Fehr & Peers
160 W. Santa Clara Street, Suite 675
San Jose, CA 95113
Attention: Jane A Bierstedt, P. E., Principal

18. TERMINATION:

In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof.

City shall have the option, at its sole discretion and without cause, ofterminating this Agreement by giving seven ( 7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination.

19. COMPLIANCES.:

Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City.

20. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rulers which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California.

21. ADVERTISEMENT:

Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise.

22. WAIVER:

A waiver by City of any breach of and, term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

23. INTEGRATED CONTRACT:

This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant.

24. INSERTED PROVISIONS:

Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party.

25. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions ofthis Agreement.

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CONSULTANT
Fehr & Peers
T' le i!
ate i v //y / 15
C 3 ` ilil i
f;
S1 \; I,...
4 EXPENDITURE DISTRIBUTION

CITY OF CUPERTINO
A Municipal Corporation
By Aarti Shrivastava ' 11 111,/%
Title Director, Community Development
Date:

APPR ) VED AS TO FORM:
l3y
City Attorney
ATTEST:

By:

City Clerk

ACCOUNT' NUMBER AMOUNT
110 -2211 ( BS 21994 - Main Street) 8, 600

EXHIBIT A

SCOPE OF SERVICES

FEHR' PEERS
October 23, 2013
Mr. Gary Chao
City of Cupertino
Community Development Department
10300 Torre Avenue
Cupertino, CA 95014
Subject: Propsal to Prepare a Shared Parking Analysis and Parking Management Plan for Main Street
Dear Gary:

Fehr & Peers is pleased to submit this proposal to prepare a shared parking analysis and develop a parking management plan for the Main Street mixed- use development in Cupertino, California.

We will update our existing shared parking analysis for Main Street to reflect the Latest tenant matrix and determine whether the proposed parking supply, including the on - site spaces and diagonal spaces on Vallco Parkway, will be sufficient.

The shared parking analysis used for project approval included assumptions regarding the types of restaurants and the maximum amounts of each to ensure that the parking supply would be sufficient since restaurants generate higher parking demands per 1,000 sf than other retail uses and different types of restaurants have different parking rates. After the project is constructed the tenant mix will likely change and will continue to change over time. It could be very difficult for the leasing office to select new tenants with the restrictions placed on the amounts of various restaurant types. Therefore a parking management plan will be prepared with various options on how to accommodate a variety of retail and restaurant tenants and still have a sufficient amount of parking.

The Scope of Work, Fee, and, and Schedule are presented in the following sections.

SCOPE OF WORK
Fehr & Peers will complete the following tasks:
160 W.' Santa Clara Street I Suite 675 1 San Jose, CA 95113 1 ( 408) 278 - 1700 1 Fax ( 408) 278 - 1717 www. fehrandpeers. corn
Mr. Gary Chao
October 23, 2013

Page 2 ends

Task 1— Revise Main Street Shared Parking Model
Fehr & Peers will review the shared parking model prepared for Main Street and update it to reflect the tenant matrix, to be confirmed with City staff. The model will be run to determine the projected hourly parking demands. The peak demand will be compared to the proposed parking supply. If any shortages are projected, we will identify potential changes to the tenant mix to bring the demand in line with the supply.

Task 2 — Identify Parking Management Strategies
The parking characteristics of Main Street will change as the tenant mix changes. Fehr & Peers will develop alternative strategies that can be used tc ensure that the parking demand is in line with the parking supply. Alternatives to be investigated include: ( 1) developing a simplified formula that can be used to project parking demand, ( 2) creating a parking monitoring program, ( 3) unbundling residential parking and allowing employee parking in the surplus spaces, ( 4) implementing a Transportation Demand Management ( TDM) program to reduce the office parking demand, and ( 5) introducing carshare services.

Task 3 — Prepare Draft Report
The results of Tasks 1 and 2 will be submitted in a draft report for City of Cupertino and Sand Hill Property Company review. Fehr & Peers will attend a meeting to discuss review comments.

Task 4 — Prepare Final Report
A final report will be prepared present the shared parking analysis results and the recommended parking management strategies.

FEE
The fee to conduct Tasks 1, 2, and 3 is $ 7, 400. A total of six staff hours has been budgeted to prepare the final report. Therefore the total feE' is $ 8, 600. A contract amendment would be required if a greater level of effort is needed for the final report based on the extent of review comments or multiple rounds of comments.

Mr. Gary Chao
October 23, 2013

Page 3 of 3 ends

SCHEDULE
The draft report can be submitted within three weeks of our receipt of a fully executed contract and the retail tenant mix to be evaluated.

Please let me know if you have any questions on our proposal. We are looking forward to continuing to work with you and your staff on this project.

Sincerely,

FEHR & PEERS
Jane A. Bierstedt, P. E.

Principal
P13- 2638 -S1

Page 1 of 9 ends

PROFESSIONAL/ CONSULTING SERVICES AGREEMENT

1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“ City”), and Fehr & Peers (“ Contractor”), a Corporation for Main Street Parking Study, and is effective on September 1, 2022 (“Effective Date”).

2. SERVICES
Contractor agrees to provide the services and perform the tasks (“ Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID- 19.

3. TIME OF PERFORMANCE

3.1 This Agreement begins on the Effective Date and ends on June 30, 2023 (“ Contract Time”), unless terminated earlier as provided herein. Contractor’ s Services shall begin on the effective date and shall be completed by June 30, 2023. The City’ s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy

3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated herein as ExhibitA.

3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time.

4. COMPENSATION

4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed 42,000 (“ Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit A, attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’ s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City.

4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty ( 30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement.

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5. INDEPENDENT CONTRACTOR

5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’ s compensation, or other benefits from the City.

5.2 Contractor’ s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and in accordance with the standard of care applicable to contractors providing similar services under similar circumstances to that of Contractor under this Agreement.

5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/ or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code.

5.4 Subcontractors. Only Contractor’ s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor.

5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement.

5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors 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. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’ s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made.

6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement.

Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data.

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7. OWNERSHIP OF MATERIALS

7.1 Property Rights. Any interest ( including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “ Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third- party without prior written approval of City.

7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “ works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights.

Contractor may use copies of the Work Product for promotion only with City’s written approval.

7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement.

7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub- contractors prepared or created under this Agreement, to execute or implement any of the following:
a) The original Services for which Contractor was hired; b) Completion of the original Services by others;
c) Subsequent additions to the original Services; and/or d) Other City projects.

7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original.

7.6 Background IP and Third-Party Content. Notwithstanding anything to the contrary in this Agreement, Contractor shall retain all rights, titles, and interests, including but not limited to all ownership and intellectual property rights, in all inventions, improvements, discoveries, methodologies, models, formats, software, algorithms, processes, procedures, designs, specifications, findings, and other intellectual properties developed, gathered, compiled or produced by Contractor prior to or independently of any of its services under this Agreement Background IP”), including such Background IP that Contractor may employ in the performance of this Agreement, or may incorporate into any part of the Work Product. Contractor grants City an irrevocable, non-exclusive, transferable, royalty-free license in perpetuity to use, disclose, and derive from, such Background IP, but only as an inseparable part of the Work Product. Third-party content that may be used or incorporated in the Work Product shall not become the property of City.

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8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’ s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment.

Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided.

9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent 50%) or more of the voting power of the business entity.

10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “ City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City.

11. INDEMNIFICATION

11.1 To the fullest extent allowed by law, and except for losses to the extent caused by the negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, and volunteers (“ Indemnitees”), through legal counsel reasonably acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses ( including reasonable attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, to the extent caused by any of the following:
a) Contractor’ s breach of contract, obligations, representations, or warranties; b) Negligent or reckless acts or omissions committed by Contractor during performance of the Services, or the Contractor’ s willful misconduct;
c) Personal injury, property damage, or economic loss resulting from the negligent or

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reckless acts or willful misconduct of Contractor or its subcontractors or subsubcontractors d) Contractor’ s unauthorized use or disclosure of City’s confidential and proprietary Information;
e) Claim of infringement or violation by Contractor of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party.

11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. In no event shall the cost to defend charged to Contractor exceed Contractor’ s proportionate percentage of fault.

11.3 Contractor’ s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee.

11.4 Contractor’ s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction.

11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.

Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder.

11.6 This Section 11 shall survive termination of the Agreement.

12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D (note: there is no Exhibit B or C to this contract), and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage.

Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’ s compensation or terminating the Agreement.

13. COMPLIANCE WITH LAWS

13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’ s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act.

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13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “ public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws.

13.3 Discrimination Laws. Contractor 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. Contractor 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 discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision.

13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees.

13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement.

14. PROJECT COORDINATION
CityProject Manager. The City assigns Gian Martire, Senior Planner as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor.

Contractor Project Manager. Subject to City approval, Contractor assigns Franziska Church, Principal as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’ s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative.

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15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’ s pre- approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent ( 10%) of the total time expended to date in the performance of the Services.

16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product.

17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.

Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’ s award must be supported by law and substantial evidence and include detailed written findings of law and fact.

18. ATTORNEY FEES
If either Party to this Agreement initiates legal action, files a complaint or cross- complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs.

19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.

20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’ s waiver of a breach shall not constitute waiver of another provision or breach.

21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement( s) and understanding( s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’ s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling.

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22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate.

23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement.

24. SEVERABILITY/ PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent.

25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/ Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect.

26. NOTICES
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 by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission:

To City of Cupertino
Office of the City Manager
10300 Torre Ave.

Cupertino, CA 95014
Attention: Gian Martire
Email: [email protected]
To Contractor:

Fehr & Peers
460 W Santa Clara Street, Suite 675
San Jose, CA 95113
Attention: Franziska Church
Email: f.church@fehrandpeers. com

27. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument.

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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM:

CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:

KIRSTEN SQUARCIA
City Clerk
Date
Franziska Church
Principal
Dec 5, 2022
Christopher D. Jensen
Luke Connolly
Acting Community Development Director
Dec 6, 2022
Dec 6, 2022
160 W. Santa Clara Street | Suite 675 | San José, CA 95113 | ( 408) 278- 1700 | Fax ( 408) 278- 1717 www.fehrandpeers. com
August 18, 2022
Gian Martire
Senior Planner
Community Development
10300 Torre Avenue
Cupertino, California 95014
Subject: Proposal to Evaluate the Parking Demand for the Proposed Target Building ReUse Project at the Main Street Development in Cupertino, California Dear Mr. Martire,
Fehr & Peers will evaluate the parking demand for the proposed re-use of the Target building at the Main Street Shopping Center located at the northwest corner of Stevens Creek Boulevard/Tantau Avenue in the City of Cupertino, California. The project proposes re-use of the vacant Target building and repurpose it for entertainment uses. The types of entertainment uses are not fully defined and will be finalized as part of Task 1. The purpose of the analysis is to provide an estimate of the change in parking demand with the proposed project.

Our proposed scope of work, schedule, and fee estimate are outlined below.

Scope of Work
Task 1 Project Description
Fehr & Peers will participate in a conference call with the City to discuss and confirm the proposed entertainment uses of the project. This will include a discussion of available data sources and methodologies to estimate trip generation and parking demand for the entertainment uses. Since entertainment uses frequently have limited available data, especially for more unique uses, we will discuss alternate methodologies that could be applied to develop estimates.

Task 2 Project Trip Generation
As part of this task, we will develop vehicle trip generation estimates for the proposed project, including daily and weekday AM/PM peak hour trips. Where available we will apply ITE trip generation rates or rates from other engineering sources. For uses that do not have available data we will develop trip generation estimates based on alternate methodologies and engineering judgment. We will document our assumptions for review and input from City staff.

Exhibit A
Gian Martire
August 18, 2022

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Task 3 Parking Model Update
Given COVID-19 and its effect on travel behavior and outdoor seating for restaurants, we will reestablish the parking demand for the Main Street Development. This would include collecting hourly parking occupancy surveys for up to five hours each on a weekday evening and a weekend mid-day (or alternative period determined in collaboration with City staff). In addition, we will update the Parking Model using the latest version of the of the Urban Land Institute (ULI) Share Parking Model
Task 4 Parking Analysis
Based on the methodologies and assumptions developed in Task 2, we will evaluate the parking demand of the proposed project using the updated Main Street Parking Model from Task 3. In addition, after accounting for the parking demand for the existing and proposed land uses, we will provide information on the remaining parking supply and how much additional restaurant uses could be accommodated. We will also provide recommendations on potential wayfinding strategies and considerations.

Task 5 Deliverable
We will document out methodology and findings from tasks 1through 3 in a technical memorandum for review by City staff. We have included up to eight staff hours to respond to City comments and finalize the memorandum.

Fee Estimate and Schedule
Fehr & Peers will perform this analysis on a time-and-materials basis with a not-to-exceed budget of $42,000. We will submit the draft parking model evaluation memorandum and project trip generation within four to five weeks following receipt of a fully executed contract and count data from our count vendor. This scope assumes one round of comments from the City on the draft memo, followed by the submittal of a final version of the memo by Fehr & Peers within 2 weeks.

Invoices will be submitted monthly for services rendered and are due and payable upon receipt.

Exhibits B & C
Gian Martire
August 18, 2022

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If the terms of this proposal are acceptable to you, please forward a contract for our review and execution. We look forward to collaborating with you on this project. If you have any questions or comments, please call me at (408) 645-7014.

Sincerely,

FEHR & PEERS
Franziska Church, AICP
Principal
P21- 3973- SJ
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable toCity.

INSURANCE POLICIES AND MINIMUMS REQUIRED

1. Commercial General Liability (CGL) 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 general 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 isgreater. b. Additional Insured coverage under Consultant'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 10 (04/13).
c. The 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 Contract. 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 selfinsurance shall be called upon to protect City as a named insured.

2. 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.

3. 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 ordisease.

Not required. Consultant has provided written verification of noemployees.

4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’ s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of theContract. b. Insurance must be maintained for at least five (5) years after completion of theServices. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase extended reporting” coverage for a minimum of five (5) years after completion of theServices.

EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022

OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:

Additional Insured Status
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 CGL and automobile 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 Consultant’ 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.

Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City’ s option, either:
the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City.

Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better.

Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term.

Subconsultants
Consultant 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.

Higher Insurance Limits
IfConsultant maintains broader coverage and/or higher limits than the minimums shown above, Cityshall be entitled to coverage for the higher insurance limits maintained by Consultant.

Adequacy of Coverage
City 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.

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

PRODUCER CONTACT
NAME:

FAXPHONE
A/C, No, Ext): A/C, No):(
E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER EXPTYPEPOLICY EFF POLICYOF INSURANCE MM/ LIMITS( 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 $
RENTEDCLAIMS- DAMAGE TO MADE OCCUR $
PREMISES ( Ea occurrence)
MED EXP (Any one person)$
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO- POLICY AGGJECT LOC PRODUCTS - COMP/OP
OTHER:$

COMBINED SINGLE LIMIT
Ea accident)
ANY AUTO BODILY INJURY (Per person)$

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident)$

HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY ( Per accident)

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTHSTATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
LIMITDESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY 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
ACORD 25 ( 2016/ 03) 1988- 2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
The ACORD name and logo are registered marks of ACORD
4/5/2022
License # 0E67768
925) 660-3514 50008 ( 925) 416-7869
13056
Fehr & Peers
100 Pringle Avenue, Suite 600
Walnut Creek, CA 94596
29424
10725
A 2,000, 000
X X PSB0006683 12/ 6/2021 12/ 6/2022 1,000, 000
10, 000
2,000, 000
4,000, 000
4,000, 000
000A1,000,
X X PSA0002276 12/ 6/2021 12/ 6/2022
000A5,000,
PSE0002889 12/ 6/2021 12/ 6/2022 5,000, 000
B
X 57WEGZJ1989 5/1/2022 5/1/2023 1,000, 000
1,000, 000
1,000, 000
C Professional Liab. AEXNYABEFJ2006 12/ 6/2021 Per Claim 5,000, 000 C Professional Liab. AEXNYABEFJ2006 12/ 6/2021 12/ 6/2022 Aggregate 5,000, 000 SJ19-1989 - LOS to VMT Transition Project
All Operations of the Named Insured, including the aforementioned project, if any.

General Liability: Please see blanket Additional Insured endorsement attached; such coverage is Primary and Non-Contributory with Waiver of Subrogation included, as required per written contract.

Auto Liability: Please see blanket Additional Insured endorsement with Waiver of Subrogation included, as required per written contract.

Workers' Compensation: Waiver of Subrogation is in favor of the aforementioned Additional Insured as per attached blanket Waiver of Subrogation endorsement, as required per written contract.

SEE ATTACHED ACORD 101
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014- 3202
FEHR& PE-01 MICHAELA
IOA Insurance Services
3875 Hopyard Road
Suite 200
Pleasanton, CA 94588
Gigi Yuen
Gigi.Yuen@ioausa. com
RLI Insurance Company
Hartford Casualty Insurance Company
Liberty Surplus Insurance Corp
X
12/ 6/2022
X
X
X
X X
X
X
FORM NUMBER:

EFFECTIVE DATE:

The ACORD name and logo are registered marks of ACORD

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
FORM TITLE:

Page of

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 ( 2008/ 01)
AGENCY CUSTOMER ID:

LOC #:

AGENCY NAMED INSURED

POLICY NUMBER

CARRIER NAIC CODE
2008 ACORD CORPORATION. All rights reserved.

IOA Insurance Services
FEHR& PE-01
SEE PAGE 1
1 SEE PAGE 1
ACORD 25 Certificate of Liability Insurance
License # 0E67768
1 SEE P 1
Fehr & Peers
100 Pringle Avenue, Suite 600
Walnut Creek, CA 94596
SEE PAGE 1

MICHAELA
1 Description of Operations/Locations/Vehicles:

GENERAL LIABILITY & AUTO LIABILITY INCLUDE THE FOLLOWING PERSON(S) OR ORGANIZATION( S): The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, as required per written contract Policy Number: RLI Insurance Company
Named Insured:

PPB 304 02 12 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack® FOR PROFESSIONALS

BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY

1. C. WHO IS AN INSURED is amended to include as
an additional insured any person or organization that
you agree in a contract or agreement requiring
insurance to include as an additional insured on this
policy, but only with respect to liability for " bodily injury", " property damage" or " personal and
advertising injury" caused in whole or in part by you
or those acting on your behalf:
a. In the performance of your ongoing operations;
b. In connection with premises owned by or rented
to you; or
c. In connection with “ your work” and included
within the “ product-completed operations
hazard”.

2. The insurance provided to the additional insured by
this endorsement is limited as follows:
a. This insurance does not apply on any basis to
any person or organization for which coverage
as an additional insured specifically is added by
another endorsement to this policy.
b. This insurance does not apply to the rendering
of or failure to render any " professional
services".
c. This endorsement does not increase any of the
limits of insurance stated in D. Liability And
Medical Expenses Limits of Insurance.

3. The following is added to SECTION III H.2. Other
Insurance – COMMON POLICY CONDITIONS
BUT APPLICABLE ONLY TO SECTION II –

LIABILITY)
However, if you specifically agree in a contract or
agreement that the insurance provided to an
additional insured under this policy must apply on a
primary basis, or a primary and non- contributory
basis, this insurance is primary to other insurance
that is available to such additional insured which
covers such additional insured as a named insured,
and we will not share with that other insurance,
provided that:
a. The " bodily injury" or " property damage" for
which coverage is sought occurs after you have
entered into that contract or agreement; or
b. The " personal and advertising injury" for which
coverage is sought arises out of an offense
committed after you have entered into that
contract or agreement.

4. The following is added to SECTION III K. 2.

Transfer of Rights of Recovery Against Others to
Us – COMMON POLICY CONDITIONS ( BUT
APPLICABLE TO ONLY TO SECTION II –

LIABILITY)
We waive any rights of recovery we may have
against any person or organization because of
payments we make for " bodily injury", " property
damage" or "personal and advertising injury" arising
out of " your work" performed by you, or on your
behalf, under a contract or agreement with that
person or organization. We waive these rights only
where you have agreed to do so as part of a
contract or agreement with such person or
organization entered into by you before the " bodily
injury" or "property damage" occurs, or the "personal
and advertising injury" offense is committed.

ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

PSB0006683
Fehr & Peers

LIABILITY)

4. The followingg is added to SECTION III K. 2.

Transfer of Rights togyg of Recovery Against Others
Us – COMMON POLICY CONDITIONS ( BUT(
APPLICABLE TO ONLY TO SECTION II –

1. C. WHO IS AN INSURED isamended to include as
an additional insured anyperson thatyp or organization g requiringyg you agreeinacontractoragreement g qg
insurance to include as an additionalinsured onthis
bodilypy policy, but only with respect to liability for " injury",
y
property
p
damage" or
y
personal andjy
y
pp y g p
advertising injury" caused in whole or in part by you
or those acting on your behalf:
gjy
However, iforyp you specificallygagree in a contract
agreement that the insurance provided to an
additional insured under this policy must apply on a
primary basis, or a primary and non- contributory
py ppy
py py y
basis, this insurance is primary insurancepy to other
thatisavailable tosuch additionalinsured which
covers such additional insured as a named insured,
and we will not share with that other insurance,
provided that:

Policy Number: RLI Insurance Company
Named Insured:

PPA 300 03 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RLIPack® BUSINESS AUTO ENHANCEMENT

SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT
A. Broad Form Named Insured
B. Employees As Insureds
C. Blanket Additional Insured
D. Blanket Waiver Of Subrogation
E. Employee Hired Autos
F. Fellow Employee Coverage
G. Auto Loan Lease Gap Coverage
H. Glass Repair – Waiver Of Deductible
I. Personal Effects Coverage
J. Hired Auto Physical Damage Coverage
K. Hired Auto Physical Damage – Loss Of Use
L. Hired Car – Worldwide Coverage
M. Temporary Transportation Expenses
N. Amended Bodily Injury Definition – Mental Anguish
O. Airbag Coverage
P. Amended Insured Contract Definition – Railroad Easement Q. Coverage Extensions – Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound
R. Notice Of And Knowledge Of Occurrence
S. Unintentional Errors Or Omissions
T. Towing Coverage
PSA0002276
Fehr & Peers
C. Blanket Additional Insured
D. Blanket Waiver Of Subrogation
PPA 300 03 13
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
A. Broad Form Named Insured
The following is added to the SECTION II –
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision:

Any business entity newly acquired or formed by you
during the policy period, provided you own fifty
percent ( 50%) or more of the business entity and the
business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of one hundred eighty ( 180) days
following the acquisition or formation of the business
entity.

This provision does not apply to any person or
organization for which coverage is excluded by
endorsement.

B. Employees As Insureds
The following is added to the SECTION II –
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision:

Any “employee” of yours is an “insured” while using
a covered “ auto” you don't own, hire or borrow in
your business or your personal affairs.

C. Blanket Additional Insured
The following is added to the SECTION II –
COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision:

Any person or organization that you are required to
include as an additional insured on this coverage
form in a contract or agreement that is executed by
you before the “ bodily injury” or “ property damage”
occurs is an “insured” for liability coverage, but only for damages to which this insurance applies and
only to the extent that person or organization
qualifies as an “ insured” under the Who Is An
Insured provision contained in SECTION II –
COVERED AUTOS LIABILITY COVERAGE.

The insurance provided to the additional insured will
be on a primary and non-contributory basis to the
additional insured’s own business auto coverage if
you are required to do so in a contract or agreement
that is executed by you before the “bodily injury” or
property damage” occurs.

D. Blanket Waiver Of Subrogation
The following is added to the SECTION IV – BUSINESS AUTO CONDITIONS, A. Loss Conditions,

5. Transfer Of Rights Of Recovery Against
Others To Us:

We waive any right of recovery we may have against
any person or organization to the extent required of
you by a contract executed prior to any “accident” or
loss”, provided that the “ accident” or “ loss” arises
out of the operations contemplated by such contract.

The waiver applies only to the person or
organization designated in such contract.

E. Employee Hired Autos

1. The following is added to the SECTION II –

COVERED AUTOS LIABILITY COVERAGE,
Paragraph A.1. Who Is An Insured Provision:

An “ employee” of yours is an “ insured” while
operating an “ auto” hired or rented under a
contract or agreement in that “ employee' s”
name, with your permission, while performing
duties related to the conduct of your business.

2. Changes In General Conditions:

Paragraph 5.b. of the Other Insurance Condition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following:
b. For Hired Auto Physical Damage Coverage,
the following are deemed to be covered
autos” you own:
1) Any covered “auto” you lease, hire, rent
or borrow; and
2) Any covered “ auto” hired or rented by
your “employee” under a contract in that
individual “ employee's” name, with your
permission, while performing duties
related to the conduct of your business.

However, any “ auto” that is leased,
hired, rented or borrowed with a driver is
not a covered “auto”.

F. Fellow Employee Coverage
SECTION II – COVERED AUTOS LIABILITY
COVERAGE, Exclusion B.5. does not apply if you
have workers compensation insurance in-force
covering all of your employees.

G. Auto Loan Lease Gap Coverage
SECTION III – PHYSICAL DAMAGE COVERAGE,
C. Limit Of Insurance, is amended by the addition
of the following:

In the event of a total “ loss” to a covered “ auto”
shown in the Schedule of Declarations, we will pay
any unpaid amount due on the lease or loan for a
covered “auto”, less:

1. The amount paid under the PHYSICAL
DAMAGE COVERAGE section of the policy;
and

2. Any:
a. Overdue lease/loan payments at the time of
the “loss”;
C. Blanket Additional Insured
D. Blanket Waiver Of Subrogation
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by
Authorized Representative
Form WC 04 03 06 1) Printed in U.S.A.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WEG ZJ1989 Endorsement Number:

Named Insured and Address: FEHR & PEERS
100 PRINGLE AVE STE 600
WALNUT CREEK CA 94596
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. ( This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us
Main Street
Final Audit Report 2022- 12-06
Created: 2022- 12-05
By: City of Cupertino ( webmaster@cupertino. org)
Status: Signed
Transaction ID: CBJCHBCAABAAk4sSAREFjZVW47WICz53wgGY- QSBDAgk Main Street" History
Document created by City of Cupertino ([email protected]) 2022- 12- 05 - 7:04:54 PM GMT- IP address: 35.229. 54.2 Document emailed to Araceli Alejandre ([email protected]) for approval 2022- 12- 05 - 9:05:25 PM GMT
Document approved by Araceli Alejandre ( aracelia@cupertino. org) Approval Date: 2022- 12-05 - 9:12:28 PM GMT - Time Source: server- IP address: 73.170. 27.253 Document emailed to Franziska Church ([email protected]) for signature 2022- 12- 05 - 9:12:30 PM GMT
Email viewed by Franziska Church ([email protected]) 2022- 12- 05 - 10:15:42 PM GMT- IP address: 104. 47.55.254 Document e-signed by Franziska Church ([email protected]) Signature Date: 2022- 12-05 - 10:18:59 PM GMT - Time Source: server- IP address: 24.23.185. 220 Document emailed to [email protected] for signature 2022- 12- 05 - 10:19:00 PM GMT
Email viewed by [email protected]
2022- 12- 05 - 11:25:54 PM GMT- IP address: 172. 226. 36.9 Signer christopherj@cupertino. org entered name at signing as Christopher D. Jensen 2022- 12- 05 - 11:30:07 PM GMT- IP address: 64.165. 34.3 Document e-signed by Christopher D. Jensen ([email protected]) Signature Date: 2022- 12-05 - 11:30:09 PM GMT - Time Source: server- IP address: 64.165. 34.3 Document emailed to Luke Connolly ([email protected]) for signature 2022- 12- 05 - 11:30:10 PM GMT
Email viewed by Luke Connolly ( lukec@cupertino. org)
2022- 12- 06 - 7:07:06 PM GMT- IP address: 104. 47.74.126 Document e-signed by Luke Connolly ([email protected]) Signature Date: 2022- 12-06 - 7:13:57 PM GMT - Time Source: server- IP address: 98.45.225. 187 Document emailed to Kirsten Squarcia ([email protected]) for signature 2022- 12- 06 - 7:13:58 PM GMT
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2022- 12- 06 - 7:17:26 PM GMT
Second Addendum
To the Final Environmental Impact Report
For the Main Street Cupertino Project (SCH# 2008082058) Main Street Cupertino
Housing and Retail Modifications
File No. M-2012-03, ASA-2012-10 and TM-2012-04
Prepared by the
City of Cupertino
August 2012

Main Street Restaurant % Calculation
Square Feet
%
Restaurant
estimate
based on
known
tenants
S F
Restaurant
per
building Office
Pad 11,583 1001,583
Pad 22,077 1002,077
Pad 31,860 1001,860
Pad 48,200 1008,200
Pad 55,852 0-
Pad 65,674 0-
Future Major
Tenant21,000 0-
Shops 15,400 804,320
Shops29,828 807,862
Shops 39,960 1009,960
Shops 412,840 10012,840
Shops 53,912 1003,912
Shops 67,070 302,121
Shops 77,067 664,664
Shops 87,051 503,526
Above Shops 221,176 0-21,176
Total SF130,55062,925 48%
Add Apple Retail Cafes:

Apple Retail 1
Approx. 2,0002,000
Apple Retail 2.

Approx. 2,0002,000
Total SF134,55066,925 50%
%
Restaurants
Total SF Less
Office in Parking
Garage Shops 2
Area113,374 59%
Actual
percent
restaurant
with office
removed
Source: , 8.15.12
CONCEPTUAL SITE PLAN FOR REVISED PROJECT FIGURE 4
RESOLUTION NO. 12- 098

OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
APPROVING A MODIFICATION ( M-2012- 03) TO A MASTER USE PERMIT ( U-2008- 01 AND M-2011- 09), ARCHITECTURAL AND SITE APPROVAL ( ASA-2011- 24) AND TENTATIVE MAP( TM- 2011- 04) FOR A MIXED USE DEVELOPMENT TO ALLOW A HOTEL WITH 180 ROOMS; 130, 500 SQUARE FEET OF RETAIL SPACE; 260, 000 SQUARE FEET OF OFFICE; A

0. 80- ACRE TOWN SQUARE; A 120- UNIT LIVE/WORK RENTAL LOFT APARTMENT HOUSING COMPLEX WITH AN ATTACHED 9, 146 SQUARE FOOT RETAIL CONDOMINIUM UNIT, AND 216 PARHING SPACES IN THE ATTACHED UNDERGROUND GARAGE DEDICATED FOR RESIDENTIAL USE ONLY; A 5- LEVEL PARKING GARAGE WITH TWO LEVELS OF UNDERGROUND PARKING; A 0. 75 ACRE PARK INCLUSIVE OF THE PARK AREA AND THE 20- FOOT WIDE LANDSCAPE BUFFER ALONG THE

WESTERN PERIMETER OF THE SITE ADJACENT TO THE METROPOLITAN MIXED- USE DEVELOPMENT; AND A TOTAL OF 1, 769 PARHING SPACES ( ASIDE FROM THE RESIDENTIAL PARKING), BASED UPON A CREDIT OF 42 ON- STREET PARKING SPACES AND 1, 695 SPACES FOR THE RETAIL, OFFICE AND HOTEL AND AN ADDITIONAL 32 PARKING SPACES ON SITE, ON AN 18. 5 ACRE SITE LOCATED ON THE NORTH SIDE OF

STEVENS CREEK BOULEVARD BETWEEN FINCH AVENUE (INCLUDING BOTH SIDES OF FINCH AVENUE) AND N. TANTAU AVENUE IDENTIFIED BY APNS 316- 20- 085, 316- 20- 078 AND 316- 20- 079
SECTION I: PROJECT DESCRIPTION
Application No.: M- 2012- 03
Applicant: Kevin Dare
Property Owner: 500 ForUes, LLC
Locarion: North of Stevens Creek Boulevard between Finch Avenue ( including the both sides of Finch Avenue) and N. Tantau Avenue, south of Vallco Parkway APNs 316- 20- 085, 316- 20- 078 AND 316- 20- 079)
SECTION II: FINDINGS
WHEREAS, the City Council of the City of Cupertino received applications for a Modification to a Master Use Permit, Architectural and Site Approval and Tentative Map, as described in Section I of this Resolution; and
WHEREA5, the necessary public notices have been given in accordance with the Procedural Ordinance ofthe City of Cupertino, and the City Council has held one or inore puUlic hearings on this matter; and WHEREAS, a Second Addendum to the Final Certified 2009 nvironmental Impact Report was prepared to adequately address the envirotunental review of the proposed applications in accordance with the California Enviromnental Quality Act( CEQA); and
WHEREAS, the applicazit has met the burden of proof required to support said application; and has satisfied the following requiremeuts:

Resolution No. 12- 098

6. HOTEL OPERATIONS
The hote] shall be permitted to operate as a 24- hour late night business operation and shall provide a minimum 6, 500 square foot restaurant and meeting space area on the ground floor of the hotel along the Town Square. Any additional or revised uses for the hotel will be reviewed at the time specific business operation information is provided about these uses to determine if they are permitted and will require a separate Use Permit application.

Note: This modifies the Condition IVo. 5 in the approval dated January 20, 2009) to replace the requireinent for a 400- person banquet facility with a 6,500 squaze foot restaurant and meeting space.)

7. LIVE/ WORK RENTAL LOFT APARTMENT REOUIREMENTS
Prior to issuance of building permits, a covenant, approved by the City Attorney, shall be required to ensure that the live/ work rental loft apartment complex shall not be converted to condominium units in the future, and shall adhere to the loft- style studio and one- bedroom units per the approved site and floor plans. The covenant shall contain a provisioii that it may not be modified without the express written approval ofthe City.

8. RETAIL CONDOMINIUM OWNERSHIP REOUIREMENTS ( PARCEL 5) The developer shall construct no inore than oi e retail condominium adjacent to the rental market rate loft aparhnents. This retail condominium shall be owned by the same ownership as the rest of the retail on Retail Parcel 1 and not be sold separately. i

9. MAXIMUM PERCENTAGE OF RESTAURANTS
The maximuin square footage of food service uses permitted within the retail space of the mixeduse development shall not be rnore than 40% of the total retail square footage of 130,500 square feet ( or a maximum of 52, 600 square feet of restaurant uses) based upon the approved development plan dated August 15, 2012 in accordance with the Main Street Cupertino — Revised Proposed Project Analysis report as Appendix A in the Second Addendum to the Final Certified 2009 EIR prepared by Fehr and Peers. Any future refinements to the restauruit percentage may be approved by the Director of Community Development if a subsequent arking and traffic analysis indicates that there is adequate parking for tl e various inixtures of uses and there are no additional and/ or new significant traffic impacts compared to thresholds studied in the original 2009 Environmental Impact Report and 2012 Addendum.

10. TENTATIVE MAP
Approval of a Tentative Map is granted to subdivide the property frotn three parcels into six parcels per Pages TM-I tlu ough TM-8 as follows:
a. Parcel 1 — 11 acres for the retail buildings, park and town square b. Parcel2— 1. 5 acres for the office building on the corner c. Parcel3 — 1. 5 acres for the office building along Vallco Parkway d. Parcel4— 1. 5 acres for the hotel
e. Parcel 5 - 1. 5 acres for the live/work loft apartment building with a 9, 146 square foot two-unit retail condominiutn parcel
Parcel 6— 1. 5 acres for the Common Area Parcel for tl e benefit ofParcels 1 tlu ough 4. 4 From: J.R. Fruen
To: City Clerk; Kirsten Squarcia; Lauren Sapudar
Subject: FW: On Main Street Restaurant Limits
Date: Tuesday, February 7, 2023 2:54:53 PM
The below-forwarded email appears to speak to Item 14 on tonight’s agenda. As such, I would ask that you include it in the public comments for that item.

J.R. Fruen
Councilmember
City Council
[email protected]
(408)777-1316
From: [email protected] <[email protected]>
Sent: Tuesday, February 7, 2023 11:48 AM
To: City Council <[email protected]>
Subject: On Main Street Restaurant Limits
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

I am not against expanding restaurants at the site. Retail at the site gets a mixed bag, lots of looker traffic, but hassle for anyone looking to find something specific because of less convenient parking. I suspect this is the key thing that did Target in. We live in Loree Estates near Cupertino High and are within walking distance. I think Cupertino has too many small shop opportunities combined with high rents to work long term for most of that kind of retail. Restaurants seem to work better in that environment, as I think is becoming clear.

We appreciated the Target while it was there but can understand why it died not only because it suffered by being too general and ended up being a master of none. Drop the toys and clothes and just do the pharmacy and fresh food, if there ends up being a tenant again for that spot eventually.

Urs
From: Lisa Warren
To: City Clerk
Subject: Written Communication submission for Feb 7,, 2023 City Council Agenda - Consent Calendar Item 14 Date: Tuesday, February 7, 2023 2:49:16 PM
Attachments: Main Street Retail uses Informational Memo on Consent FEB 7, 2023 NOTES.docx CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Comments related to February 7, 2023 City Council Agenda – Consent Calendar Item 14 – Main Street retail square footage analysis.
-- This is not all about parking. There is way more than parking to weigh in on.

Consideration of Public, Planning Commission, City Council, and Staff comments beginning in 2008 are worth revisiting.

Only one example is the residents at Metropolitan being very clear about what would be the best suited uses to abut their homes, and protect their privacy and quality of life. -- I disagree with the statement that condition #9 of Resolution 12-098 was PRIMARILY to address potential parking concerns.

I believe it is more accurate to say that the condition to cap ‘food service uses’ (the description in the resolution) at 40% of total retail square footage was, and should be, a way to retain more traditional retail uses at Main Street. -- The cap was considered because a ‘down town’ should support a variety of business types. There was, and is, a desire from residents to have useful places to shop in this development. That is how the project was ‘sold’ and was the voiced feedback from many, many residents. The ‘marketplace strip’ on the ground floor of the garage was designed and peddled as a place where large glass store fronts would open up to allow the retail merchants to bring wares out on the covered walkway. An ‘open market’ to draw people into their stores. That never happened. -- Currently, there are documented efforts, on the part of the Main Street ‘Operators’, to change the usage of Building 6 ‘Major Retail’ (previously Target Express). The quest for that change began no later than May of 2022. It has been indicated that the Feb 7 Consent Calendar Item 14 – an ‘Informational Memorandum’ has been provided at the request of a council member.
-- This memo was put on consent calendar, after over a year from when residents brought up concerns about the potential addition of more food service/restaurant square footage at Main Street that would deviate from the resolution requirements. When the concerns were brought to light, there were incorrect, or uninformed statements made about the current status of square footage.
-- I would like staff and council to confirm that any further discussion or decisioning making process related to this issue/subject will be public and be properly noticed with time for the community to have the best chance of participating. This project has a very long history, and was one that brought a great number of community members out to discuss and hash over. Considering any changes without fully engaging the public would not be advised. -- There are several (post project approval) newly created outdoor areas that have resulted in a great deal more square footage dedicated to food service/restaurants. Has the sf area of those spaces been considered in any square footage calculations ?
More detailed comments in the future.

Lisa Warren
Cupertino Resident
From: Sean Hughes
To: City Clerk
Subject: Comment for 2/7/23 Meeting
Date: Tuesday, February 7, 2023 4:20:42 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Hello,
I would like to submit the following for public comment regarding Consent Calendar Agenda items 14, 15:

Item 14: I support the adoption of the Staff Memo conclusion that the center is in compliance with Condition 9 of City Council Resolution 12-098 (M-2012-03).

For further comment, I believe the 40% restriction on the amount of "food services" or "restaurants" in the Main Street parcel is overbearing and unnecessary. I am happy to hear that this determination of compliance passed judgement without further action, but would encourage the Council to remove or preclude such requirements going forward, specifically those that could trigger further "traffic analysis" simply because of such an arbitrary metric. While this isn't the most egregious example, the detrimental impact of undue delay upon government actions has been thoroughly studied and even recently commented on in national news and policy reviews - we would do well to consider if such rules actually result in beneficial community outcomes.

Item 15: I enthusiastically support the adjustments and adoption of the "City of Cupertino City Council Procedures Manual". In particular, the changes in sections 2.2 (removal of mayor), 4.2 (commission member attendance), 4.5 (commission member removal), 6.6 (procedure for workload-impacting Council requests), 7.5, 7.6 (improved meeting materials availability), section 8.5 (better management of public comment), and

8.9 (meeting adjournment requirement).

These reforms try to address major issues called out in Cupertino's own governance report, as well as deteriorating relationships and lack of procedure highlighted in a recent grand jury report In addition, as a member of the public, I welcome the earlier availability of meeting materials (7.5, 7.6), as well as a reform to public comment (8.5) because the previous policy chilled public speech on many Council items. Finally, the lower threshold to adjourn meetings (8.9) is welcome because late night meetings are fundamentally undemocratic and inaccessible to large swaths of the public. Thank you for these reforms and I hope the Council adopts this procedural manual as published.

Regards,
Sean
From: Jose Yow
To: City Council; Cupertino City Manager"s Office
Subject: RE: Comments to Tonight"s Meeting Items
Date: Tuesday, February 7, 2023 1:44:01 PM
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Hi, Councilwomen, Councilmen & City Manager:

Report: “40% Food Service Use Cap” Turned Into “40% Restaurant Cap:

This defeats the purpose of setting this standard. All of the exceptions are parts of the food service categories. It's ridiculous to exclude them and give the cap more space than it intends to.

The proposed “Cupertino City Council Procedures Manual'' (Consent Calendar Item 15)
We should stay with the original method meaning two council members can propose an agenda item.

We should stay with the original concept of not allowing the mayor alone to shut down the deliberation to request a vote on an agenda item.

The California Public Records Act (CPRA): We should not allow the city manager to limit access to the information of the elected officials through CPRA.

Taken any action on a study session item: Council members shall not take action and adopt the study session item.

Should we limit the types of items which could be put on Consent to limit public input and Council deliberation? Yes. We should not limit the public input and council deliberation.

1. Put on the Council Work Program.

2. Refer to the Parks and Recreation Commission to study and make a recommendation.

3. Research similar policies in other cities and get public input.

4. Research proper locations for donated park benches or a process to identify proper locations and get public input

Wish you a successful council meeting tonight!
Regards,
Jose Yow
CC 02-07-2023
Item No. 15
Consider adopting
City Council
Procedures
Manual
Desk Item

CITY COUNCIL STAFF REPORT
Meeting: February 7, 2023
Subject
Consider adopting Cupertino City Council Procedures Manual Recommended Action
Approve Resolution No. 23-021, adopting Cupertino City Council Procedures Manual Supplemental Report
Staff recommends making the following edits to correct transcription or grammatical errors in the proposed Cupertino City Council Procedures Manual included in the agenda packet for the February 7, 2023 City Council meeting:

8.8.3 Council Questions and Deliberations. Councilmembers may obtain the floor by seeking recognition from the Mayor. Following presentations to Council on an agenda item, Councilmembers shall each be given five minutes to ask questions of any presenter. The Mayor may allow additional time for questions where appropriate. Following public comment, the Mayor may request that a motion be made and seconded. After the motion has been stated to the Council and seconded, any member of the Council has a right to discuss the motion after obtaining the floor. A member who has been recognized shall limit their time to five minutes. The Mayor may allow additional time for questions deliberations where appropriate. This rule shall displace any conflicting rule in the City’s adopted rules of procedure.

8.9 Meeting Length. Meetings of the City Council shall adjourn by 11:00 p.m. unless the time of adjournment is extended by a vote of a majority of the City Council. Discussion of an agenda item shall not begin after 10:30 p.m.

Any motion to extend the meeting beyond 11:00 p.m. shall include a list of specific agenda items to be discussed or approved and shall specify the order these items shall be considered. If a meeting continues past 11:00 p.m., it shall end at 11:30 p.m. All meetings shall be adjourned at 11:30 p.m. unless by a vote of a majority of the City Council suspends this rule and Council votes affirmatively to extend the meeting past 11:30 p.m.

Following the adjournment of the meeting, any remaining items on the agenda shall be continued to the next regular meeting of the City Council.

Fiscal Impact
No fiscal impact.
_____________________________________
Prepared by: Christopher D. Jensen, City Attorney
Approved for Submission by: Pamela Wu, City Manager
CC 02-07-2023
Item No. 15
Consider adopting
City Council
Procedures
Manual
Written Communications
From: Kitty Moore
To: City Clerk
Cc: Pamela Wu
Subject: Item 15 Written Communications
Date: Tuesday, February 7, 2023 9:30:18 AM
Attachments: CC Resolution No. 18-114 Adopting Rosenberg"s Rules of Order as the Offical Parliamentary Procedures for City Council Meetings.pdf
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Dear City Clerk,
Please place the following Resolution in the Written Communications for CC Item 15 today:
https://records.cupertino.org/WebLink/ElectronicFile.aspx? docid=716745&dbid=0&repo=CityofCupertino
Thank you!
Kitty Moore
RESOLUTION NO. 18-114

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO ADOPTING

ROSENBERG'S RULES OF ORDER AS THE OFFICIAL PARLIAMENTARY PROCEDURES

FOR CITY COUNCIL MEETINGS
WHEREAS, the California League of Cities ("League") has consistently worked to promote effective local government, efficient decision-making, and informed public participation;
WHEREAS, in 2003, as part of these efforts the League published "Rosenberg's Rules of Order: Simple Parliamentary Procedures for the 21st Century", which were amended in 2011 and continue to be updated from time to time. Rosenberg's parliamentary rules are preferred by legislative bodies for their clarity and ease of application; WHEREAS, the Cupertino City Council may adopt from time to time such rules of procedure as it may deem necessary to properly exercise its powers and duties. Such rules shall become effective upon a majority vote of the Council and shall be kept on file with the City Clerk and a copy thereof shall be exhibited to any person upon request; WHEREAS, the City Council wishes for Rosenberg's Rules of Order to be used as the procedures for the conduct of City Council meetings in the City of Cupertino.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Cupertino hereby authorizes the adoption of Rosenberg's Rules of Order, as amended from time to time, to govern the procedures of their official meetings.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 20th day of November, 2018, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Members of the City Council
Paul, Sinks, Chang, Scharf, Vaidhyanathan
None
None
None
APPROVED:
~ yPaul,Ma
City of Cupertin
Rosenberg's Rules of Order
REVISED 2011
Simple Rules of Parliamentary Procedure for the 21st Century By Judge Dave Rosenberg

MISSION AND CORE BELIEFS
To expand and protect local control for cities thro1,1gh education and advocacy to enhance the quality of life for all Californians.

VISION
To be recognized and respected as the leading advocate for the common interests of California's cities.

About the League of California Cities
Established in 1898, the League of California Cities is a member organization that represents California's incorporated cities.

The League strives to protect the local authority and automony of city government and help California's cities effectively serve their residents. In addition to advocating on cities' behalf at the state capitol, the League provides its members with professional development programs and information resources, conducts education conferences and research, and publishes Western City magazine.
© 201 / league of California Cities. All rights reserved.

ABOUT THE AUTHOR
Dave Rosenberg is a Superio r Cou rt Judge in Yolo Coun ty. He has se rved as presiding judge of his court, and as presiding judge of the Superior Court Appellate Division. He also has served as ch air o f the Trial Court Presid ing Judges Advisory Committee (the committee composed of all 58 Califo rnia p residing judges) and as an advisory member of the California Judicial Council. Prior to his appointment to the bench, Rosenberg was member of the Yolo Cou nty Board of Supervisors, where he se rved two terms as chair. Rosenberg also served on the Davis City Co uncil, including two terms as mayor. He has served on the senior staff of two governors, and worked fo r 19 years in priva te law prac tice. Rosenberg has served as a member and chair of numerous state, regional and local boards. Rosen berg chaired the California State Lottery Commission, the Califo rnia Victim Compensation and Gove rnment Claims Board, the Yolo-Solano Air Quality Management District, the Yo lo Co un ty Economic Development Commission, and the Yo lo Coun ty Criminal Justice Cabinet. For many years, he has taught classes on parliamenta ry procedure and has ser ved as parliamen tarian fo r large and small bodies.

TABLE OF CONTENTS
About the Author ................................................................................. ... ........... ........... .. ii Introduction .................................................................................................................... 2 Establishing a Quorum ................................................................................................... 2 The Role of the Chair ................ ...................................................................................... 2 The Basic Format for an Agenda Item Discussion ................................... ..................... 2 Motions in General ......................................................................................................... 3 The Three Basic Motions ... ............................ .................... ........................................... .. 3 Multiple Motions Before the Body ................................................................................. 4 To Debate or Not to Debate .......................... .................................................................. 4 Majority and Super-Majority Votes ............................................................................... 5 Counting Votes ........................................................................................................... ..... 5 The Motion to Reconsider .............................................................................................. 6 Courtesy and Decorum .................................................................................................. 7 Special Notes About Public Input .. ................................................................................ 7 1 INTRODUCTION
The rules of procedure at meetings should be simple enough for most people to understand. Unfortunately, that has not always been the case. Virtually all clubs, associations, boards, councils and bodies follow a set of rules - Robert's Rules of Order- which are embodied in a small, but complex, book. Virtually no one I know has actually read this book cover to cover. Worse yet, the book was written for another time and for another purpose. If one is chairing or running a parliament, then Robert's Rules of Order is a dandy and quite useful handbook for procedure in that complex setting. On the other hand, if one is running a meeting of say, a five-member body with a few members of the public in attendance, a simplified version of the rules of parliamentary procedure is in order.

Hence, the birth of Rosenberg's Rules of Order.

What follows is my version of the rules of parliamentary procedure, based on my decades of experience chairing meetings in state and local government. These rules have been simplified for the smaller bodies we chair or in which we participate, slimmed down for the 21st Century, yet retaining the basic tenets of order to which we have grown accustomed. Interestingly enough, Rosenberg's Rules has found a welcoming audience. Hundreds of cities, counties, special districts, committees, boards, commissions, neighborhood associations and private corporations and companies have adopted Rosenberg's Rules in lieu of Robert's Rules because they have found them practical, logical, simple, easy to learn and user friendly.

This treatise on modern parliamentary procedure is built on a foundation supported by the following four pillars:

1. Rules should establish order. The first purpose of rules of parliamentary procedure is to establish a framework for the orderly conduct of meetings.

2. Rules should be clear. Simple rules lead to wider understanding and participation. Complex rules create two classes: those who understand and participate; and those who do not fully understand and do not fully participate.

3. Rules should be user friendly. That is, the rules must be simple enough that the public is invited into the body and feels that it has participated in the process.

4. Rules should enforce the will of the majority while protecting the rights of the minority. The ultimate purpose of rules of procedure is to encourage discussion and to facilitate decision making by the body. In a democracy, majority rules. The rules must enable the majority to express itself and fashion a result, while permitting the minority to also express itself, but not dominate, while fully participating in the process.
2 Establishing a Quorum
The starting point for a meeting is the establishment of a quorum.

A quorum is defined as the minimum number of members of the body who must be present at a meeting for business to be legally transacted. The default rule is that a quorum is one more than half the body. For example, in a five-member body a quorum is three.

When the body has three members present, it can legally transact business. If the body has less than a quorum of members present, it cannot legally transact business. And even if the body has a quorum to begin the meeting, the body can lose the quorum during the meeting when a member departs ( or even when a member leaves the dais). When that occurs the body loses its ability to transact business until and unless a quorum is reestablished.

The default rule, identified above, however, gives way to a specific rule of the body that establishes a quorum. For example, the rules of a particular five-member body may indicate that a quorum is four members for that particular body. The body must follow the rules it has established for its quorum. In the absence of such a specific rule, the quorum is one more than half the members of the body.

The Role of the Chair
While all members of the body should know and understand the rules of parliamentary procedure, it is the chair of the body who is charged with applying the rules of conduct of the meeting. The chair should be well versed in those rules. For all intents and purposes, the chair makes the final ruling on the rules every time the chair states an action. In fact, all decisions by the chair are final unless overruled by the body itself.

Since the chair runs the conduct of the meeting, it is usual courtesy for the chair to play a less active role in the debate and discussion than other members of the body. This does not mean that the chair should not participate in the debate or discussion. To the contrary, as a member of the body, the chair has the full right to participate in the debate, discussion and decision-making of the body. What the chair should do, however, is strive to be the last to speak at the discussion and debate stage. The chair should not make or second a motion unless the chair is convinced that no other member of the body will do so at that point in time.

The Basic Format for an Agenda Item Discussion
Formal meetings normally have a written, often published agenda.

Informal meetings may have only an oral or understood agenda. In either case, the meeting is governed by the agenda and the agenda constitutes the body's agreed-upon roadmap for the meeting. Each agenda item can be handled by the chair in the following basic format:

First, the chair should clearly announce the agenda item number and should clearly state what the agenda item subject is. The chair should then announce the format (which follows) that will be followed in considering the agenda item.

Second, following that agenda format, the chair should invite the appropriate person or persons to report on the item, including any recommendation that they might have. The appropriate person or persons may be the chair, a member of the body, a staff person, or a committee chair charged with providing input on the agenda item.

Third, the chair should ask members of the body if they have any technical questions of clarification. At this point, members of the body may ask clarifying questions to the person or persons who reported on the item, and that person or persons should be given time to respond.

Fourth, the chair should invite public comments, or if appropriate at a formal meeting, should open the public meeting for public input.

If numerous members of the public indicate a desire to speak to the subject, the chair may limit the time of public speakers. At the conclusion of the public comments, the chair sh ould announce that public input has concluded (or the public hearing, as the case may be, is closed).

Fifth, the chair should invite a motion. The chair should announce the name of the member of the body who makes the motion.

Sixth, the chair should determine if any member of the body wishes to second the motion. The chair should aru10un ce the name of the member of the body who seconds the motion. It is normally good practice for a motion to require a second before proceeding to ensure that it is not just one member of the body who is interested in a particular approach. However, a second is not an absolute requirement, and the chair can proceed with consideration and vote on a motion even when there is no second. This is a matter left to the discretion of the chair.

Seventh, if the motion is made and seconded, the chair should make sure everyone understands the motion.

This is done in one of three ways:

1. The chair can ask the maker of the motion to repeat it;

2. The chair can repeat the motion; or

3. The chair can ask the secretary or the clerk of the body to repeat the motion.

Eighth, the chair should now invite discussion of the motion by the body. If there is no desired discussion, or after the discussion has ended, the chair should announce that the body will vote on the motion. If there has been no discussion or very brief discussion, then the vote on the motion should proceed immediately and there is no need to repeat the motion. If there has been substantial discussion, then it is normally best to make sure everyone understands the motion by repeating it.
3 Ninth, the chair takes a vote. Simply asking for the "ayes" and then asking for the "nays" normally does this. If members of the body do not vote, then they "abstain." Unless the rules of the body provide otherwise ( or unless a super majority is required as delineated later in these rules), then a simple majority (as defined in law or the rules of the body as delineated later in these rules) determines whether the motion passes or is defeated.

Tenth, the chair should announce the result of the vote and what action (if any) the body has taken. In announcing the result, the chair should indicate the names of the members of the body, if any, who voted in the minority on the motion. This announcement might take the following form: "The motion passes by a vote of 3-2, with Smith and Jones dissenting. We have passed the motion requiring a 10-day notice for all future meetings of this body."
Motions in General
Motions are the vehicles for decision making by a body. It is usually best to have a motion before the body prior to commencing discussion of an agenda item. This helps the body focus.

Motions are made in a simple two-step process. First, the chair should recognize the member of the body. Second, the member of the body makes a motion by preceding the member's desired approach with the words "I move ... "
A typical motion might be: "I move that we give a 10-day notice in the future for all our meetings."
The chair usually initiates the motion in one of three ways:

1. Inviting the members of the body to make a motion, for example, "A motion at this time would be in order."

2. Suggesting a motion to the members of the body, "A motion would be in order that we give a 10-day notice in the future for all our meetings."

3. Making the motion. As noted, the chair has every right as a member of the body to make a motion, but should normally do so only if the chair wishes to make a motion on an item but is convinced that no other member of the body is willing to step forward to do so at a particular time.

The Three Basic Motions
There are three motions that are the most common and recur often at meetings:

The basic motion. The basic motion is the one that puts forward a decision for the body's consideration. A basic motion might be: "I move that we create a five-member committee to plan and put on our annual fundraiser."
The motion to amend. If a member wan ts to change a basic motion that is before the body, they would move to amend it. A motion to amend might be: "I move that we amend the motion to have a 10-member committee." A motion to amend takes the basic motion that is before the body and seeks to change it in some way.

The substitute motion. If a member wants to completely do away with the basic motion that is before the body, and put a new motion before the body, they would move a substitute motion. A substitute motion might be: "I move a substitute motion that we cancel the annual fundraiser this year."
"Motions to amend" and "substitute motions" are often confused, but they are quite different, and their effect (if passed) is quite different.

A motion to amend seeks to retain the basic motion on the floor, but modify it in some way. A substitute motion seeks to throw out the basic motion on the floor, and substitute a new and different motion for it. The decision as to whether a motion is really a "motion to amend" or a "substitute motion" is left to the chair. So if a member makes what that member calls a "motion to amend," but the chair determines that it is really a "substitute motion," then the chair's designation governs.

A "friendly amendment" is a practical parliamentary tool that is simple, informal, saves time and avoids bogging a meeting down with numerous formal motions. It works in the following way: In the discussion on a pending motion, it may appear that a change to the motion is desirable or may win support for the motion from some members. When that happens, a member who has the floor may simply say, "I want to suggest a friendly amendment to the motion." The member suggests the friendly amendment, and if the maker and the person who seconded the motion pending on the floor accepts the friendly amendment, that now becomes the pending motion on the floor. If either the maker or the person who seconded rejects the proposed friendly amendment, then the proposer can formally move to amend.

Multiple Motions Before the Body
There can be up to three motions on the floor at the same time.

The chair can reject a fourth motion until the chair has dealt with the three that are on the floor and has resolved them. This rule has practical value. More than three motions on the floor at any given time is confusing and unwieldy for almost everyone, including the chair.

When there are two or three motions on the floor (after motions and seconds) at the same time, the vote should proceed first on the last motion that is made. For example, assume the first motion is a basic "motion to have a five-member committee to plan and put on our annual fundraiser." During the discussion of this motion, a member might make a second motion to "amend the main motion to have a 10-member committee, not a five-member committee to plan and put on our annual fundraiser." And perhaps, during that discussion, a member makes yet a third motion as a "substitute motion that we not have an annual fundraiser this year." The proper procedure would be as follows:
4 First, the chair would deal with the third ( the last) motion on the floor, the substitute motion. After discussion and debate, a vote would be taken first on the third motion. If the substitute motion passed, it would be a substitute for the basic motion and would elin1inate it. The first motion would be moot, as would the second motion (which sought to amend the first motion), and the action on the agenda item would be completed on the passage by the body of the third motion (the substitute motion). No vote would be taken on the first or second motions.

Second, if the substitute motion failed, the chair would then deal with the second (now the last) motion on the floor, the motion to amend. The discussion and debate would focus strictly on the amendment (should the committee be five or 10 members). If the motion to amend passed, the chair would then move to consider the main motion ( the first motion) as amended. If the motion to amend failed, the chair would then move to consider the main motion (the first motion) in its original format, not amended.

Third, the chair would now deal with the first motion that was placed on the floor. The original motion would either be in its original format (five-member committee), or if amended, would be in its amended format ( JO-member committee). The question on the floor for discussion and decision would be whether a committee should plan and put on the annual fundraiser.

To Debate or Not to Debate
The basic rule of motions is that they are subject to discussion and debate. Accordingly, basic motions, motions to amend, and substitute motions are all eligible, each in their turn, for full discussion before and by the body. The debate can continue as long as members of the body wish to discuss an item, subject to the decision of the chair that it is time to move on and take action.

There are exceptions to the general rule of free and open debate on motions. The exceptions all apply when there is a desire of the body to move on. The following motions are not debatable (that is, when the following motions are made and seconded, the chair must immediately call for a vote of the body without debate on the motion):

Motion to adjourn. This motion, if passed, requires the body to in1mediately adjourn to its next regularly scheduled meeting. It requires a simple majority vote.

Motion to recess. This motion, if passed, requires the body to immediately take a recess. Normally, the chair determines the length of the recess which may be a few minutes or an hour. It requires a simple majority vote.

Motion to fix the time to adjourn. This motion, if passed, requires the body to adjourn the meeting at the specific time set in the motion. For example, the motion might be: "I move we adjourn this meeting at midnight." It requires a simple majority vote.

Motion to table. This motion, if passed, requires discussion of the agenda item to be halted and the agenda item· to be placed on "hold." The motion can contain a specific time in which the item can come back to the body. "I move we table this item until our regular meeting in October." Or the motion can contain no specific time for the return of the item, in which case a motion to take the item off the table and bring it back to the body will have to be taken at a future meeting. A motion to table an item ( or to bring it back to the body) requires a simple majority vote.

Motion to limit debate. The most common form of this motion is to say, "I move the previous question" or "I move the question" or "I call the question" or sometimes someone simply shouts out "question:' As a practical matter, when a member calls out one of these phrases, the chair can expedite matters by treating it as a "request" rather than as a formal motion. The chair can simply inquire of the body, "any further discussion?" If no one wishes to have further discussion, then the chair can go right to the pending motion that is on the floor.

However, if even one person wishes to discuss the pending motion further, then at that point, the chair should treat the call for the "question" as a formal motion, and proceed to it.

When a member of the body makes such a motion ("I move the previous question"), the member is really saying: "I've had enough debate. Let's get on with the vote." When such a motion is made, the chair should ask for a second, stop debate, and vote on the motion to limit debate. The motion to limit debate requires a two-thirds vote of the body.

NOTE: A motion to limit debate could include a time limit. For example: "I move we limit debate on this agenda item to 15 minutes." Even in this format, the motion to limit debate requires a twothirds vote of the body. A similar motion is a motion to object to consideration of an item. This motion is not debatable, and if passed, precludes the body from even considering an item on the agenda. It also requires a two-thirds vote.

Majority and Super Majority Votes
In a democracy, a simple majority vote determines a question. A tie vote means the motion fails. So in a seven-member body, a vote of 4-3 passes the motion. A vote of 3-3 with one abstention means the motion fails. If one member is absent and the vote is 3-3, the motion still fails.

All motions require a simple majority, but there are a few exceptions.

The exceptions come up when the body is taking an action which effectively cuts off the ability of a minority of the body to take an action or discuss an item. These extraordinary motions require a two-thirds majority (a super majority) to pass:

Motion to limit debate. Whether a member says, "I move the previous question," or "I move the question," or "I call the question," or "I move to limit debate," it all amounts to an attempt to cut off the ability of the minority to discuss an item, and it requires a two-thirds vote to pass.
5 Motion to close nominations. When choosing officers of the body (such as the chair), nominations are in order either from a nominating committee or from the floor of the body. A motion to close nominations effectively cuts off the right of the minority to nominate officers and it requires a two-thirds vote to pass.

Motion to object to the consideration of a question. Normally, such a motion is unnecessary since the objectionable item can be tabled or defeated straight up. However, when members of a body do not even want an item on the agenda to be considered, then such a motion is in order. It is not debatable, and it requires a two-thirds vote to pass.

Motion to suspend the mies. This motion is debatable, but requires a two-thirds vote to pass. If the body has its own rules of order, conduct or procedure, this motion allows the body to suspend the rules for a particular purpose. For example, the body (a private club) might have a rule prohibiting the attendance at meetings by non-club members. A motion to suspend the rules would be in order to allow a non-club member to attend a meeting of the club on a particular date or on a particular agenda item.

Counting Votes
The matter of counting votes starts simple, but can become complicated.

Usually, it's pretty easy to determine whether a particular motion passed or whether it was defeated. If a simple majority vote is needed to pass a motion, then one vote more than 50 percent of the body is required. For example, in a five-member body, if the vote is three in favor and two opposed, the motion passes. If it is two in favor and three opposed, the motion is defeated.

If a two-thirds majority vote is needed to pass a motion, then how many affirmative votes are required? The simple rule of thumb is to count the "no" votes and double that count to determine how many "yes" votes are needed to pass a particular motion. For example, in a seven-member body, if two members vote "no" then the "yes" vote of at least four members is required to achieve a two-thirds majority vote to pass the motion.

What about tie votes? In the event of a tie, the motion always fails since an affirmative vote is required to pass any motion. For example, in a five-member body, if the vote is two in favor and two opposed, with one member absent, the motion is defeated.

Vote counting starts to become complicated when members vote "abstain" or in the case of a written ballot, cast a blank ( or unreadable) ballot. Do these votes count, and if so, how does one count them? The starting point is always to check the statutes.

In California, for example, for an action of a board of supervisors to be valid and binding, the action must be approved by a majority of the board. (California Government Code Section 25005.) Typically, this means three of the five members of the board must vote affirmatively in favor of the action. A vote of2-l would not be sufficient.A vote of 3-0 with two abstentions would be sufficient. In general law cities in California, as another example, resolutions or orders for the payment of money and all ordinances require a recorded vote of the total members of the city council. (California Government Code Section 36936.) Cities with charters may prescribe their own vote requirements. Local elected officials are always well-advised to consult with their local agency counsel on how state law may affect the vote count.

After consulting state statutes, step number two is to check the rules of the body. If the rules of the body say that you count votes of"those present" then you treat abstentions one way. However, if the rules of the body say that you count the votes of those "present and voting," then you treat abstentions a different way. And if the rules of the body are silent on the subject, then the general rule of thumb (and default rule) is that you count all votes that are "present and voting." Accordingly, under the "present and voting" system, you would NOT count abstention votes on the motion. Members who abstain are counted for purposes of determining quorum (they are "present"), but you treat the abstention votes on the motion as if they did not exist (they are not "voting"). On the other hand, if the rules of the body specifically say that you count votes of those "present" then you DO count abstention votes both in establishing the quorum and on the motion. In this event, the abstention votes act just like "no" votes.

How does this work in practice?
Here are a few examples.

Assume that a five-member city council is voting on a motion that requires a simple majority vote to pass, and assume further that the body has no specific rule on counting votes. Accordingly, the default rule kicks in and we count all votes of members that are "present and voting." If the vote on the motion is 3-2, the motion passes. If the motion is 2-2 with one abstention, the motion fails.

Assume a five-member city council voting on a motion that requires a two-thirds majority vote to pass, and further assume that the body has no specific rule on counting votes. Again, the default rule applies.

If the vote is 3-2, the motion fails for lack of a two-thirds majority. If the vote is 4-1, the motion passes with a clear two-thirds majority. A vote of three "yes," one "no" and one "abstain" also results in passage of the motion. Once again, the abstention is counted only for the purpose of determining quorum, but on the actual vote on the motion, it is as if the abstention vote never existed- so an effective 3-1 vote is clearly a two-thirds majority vote.

Now, change the scenario slightly. Assume the same five-member city council voting on a motion that requires a two-thirds majority vote to pass, but now assume that the body DOES have a specific rule requiring a two-thirds vote of members "present." Under this specific rule, we must count the members present not only for quorum but also for the motion. In this scenario, any abstention has the same force and effect as if it were a "no" vote. Accordingly, if the votes were three "yes;' one "no" and one "abstain;' then the motion fails. The abstention in this case.is treated like a "no" vote and effective vote of 3-2 is not enough to pass two-thirds majority muster.
6 Now, exactly how does a member cast an "abstention" vote? Any time a member votes "abstain" or says, "I abstain," that is an abstention. However, if a member votes "present" that is also treated as an abstention ( the member is essentially saying, "Count me for purposes of a quorum, but my vote on the issue is abstain.") In fact, any manifestation of intention not to vote either "yes" or "no" on the pending motion may be treated by the chair as an abstention. If written ballots are cast, a blank-orunreadable ba·llot is counted as an abstention as well.

Can a member vote "absent" or "count me as absent?" Interesting question. The ruling on this is up to the chair. The better approach is for the chair to count this as if the member had left his/her chair and is actually "absent." That, of course, affects the quorum. However, the chair may also treat this as a vote to abstain, particularly if the person does not actually leave the dais.

The Motion to Reconsider
There is a special and unique motion that requires a bit of explanation all by itself; the motion to reconsider. A tenet of parliamentary procedure is finality. After vigorous discussion, debate and a vote, there must be some closure to the issue. And so, after a vote is taken, the matter is deemed closed, subje_ct only to reopening if a proper motion to consider is made and passed.

A motion to reconsider requires a majority vote to pass like other garden-variety motions, but there are two special rules that apply only to the motion to reconsider.

First, is the matter of timing. A motion to reconsider must be made at the meeting where the item was first voted upon. A motion to reconsider made at a later time is untimely. (The body, however, can always vote to suspend the rules and, by a two-thirds majority, allow a motion to reconsider to be made at another time.)
Second, a motion to reconsider may be made only by certain members of the body. Accordingly, a motion to reconsider may be made only by a member who voted in the majority on the original motion. If such a member has a change of heart, he or she may make the motion to reconsider (any other member of the body - including a member who voted in the minority on the original motion - may second the motion). If a member who voted in the minority seeks to make the motion to reconsider, it must be ruled out of order. The purpose of this rule is finality. If a member of minority could make a motion to reconsider, then the item could be brought back to the body again and again, which would defeat the purpose of finality.

If the motion to reconsider passes, then the original matter is back before the body, and a new original motion is in order. The matter may be discussed and debated as if it were on the floor for the first time.

Courtesy and Decorum
The rules of order are meant to create an atmosphere where the members of the body and the members of the public can attend to business efficiently, fairly and with full participation. At the same time, it is up to the chair and the members of the body to maintain common courtesy and decorum. Unless the setti ng is very informal, it is always best for only one person at a time to nave the floor, and it is always best for every speaker to be first recognized by the chair before proceeding to speak.

The chair should always ensure that debate and discussion of an agenda item focuses on the item and the policy in question, not the personalities of the members of the body. Debate on policy is healthy, debate on personalities is not. The chair has the r ight to cut off discussion that is too personal, is too loud, or is too crude.

Debate and discussion should be focused, but free and open. In the interest of time, the chair may, however, limit the time allotted to speakers, including members of the body.

Can a member of the body interrupt the speaker? The general rule is "no." There are, however, exceptions. A speaker may be interrupted for the following reasons:

Privilege. The proper interruption would be, "point of privilege." The chair would then ask the interrupter to "stat e your point." Appropriate points of privilege relate to anything that would interfere with the normal comfort of the meeting. For example, the room may be too hot or too cold, or a blowing fan might interfere with a person's ability to hear.

Order. The proper interruption would be, "point of order." Again, the chair would ask the interrupter to "state your point." Appropriate points of order relate to anything that would not be considered appropriate conduct of the meeting. For exampl e, if the chair moved on to a vote on a motion that permits debate wit hout allowing that discussion or debate.
7 Appeal. If the chair makes a ruling that a member of the body disagrees with, that member may appeal the ruling of the chair. If the motion is seconded, and after debate, if it passes by a simple majority vote, then the ruling of the chair is deemed reversed.

Call for orders of the day. This is simply another way of saying, "return to the agenda." If a member believes that the body has drifted from the agreed-upon agenda, such a call may be made. It does not require a vote, and when the chair discovers that the agenda has not been followed, the chair simply reminds the body to return to the agenda item properly before them. If the chair fails to do so, the chair's determination may be appealed.

Withdraw a motion. During debate and discussion of a mQtion, the maker of the motion on the floor, at any time, may interrupt a speaker to withdraw his or her motion from the floor. The motion is immediately deemed withdrawn, although the chair may ask the person who seconded the motion if he or she wishes to make the motion, and any other member may make the motion if properly recognized.

Special Notes About Public Input
The rules outlined above will help make meetings very publicfriendly. But in addition, and particularly for the chair, it is wise to remember three special rules that apply to each agenda item:

Rule One: Tell the public what the body will be doing.

Rule Two: Keep the public informed while the body is doing it.

Rule Three: When the body has acted, tell the public what the body did.
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From: Kitty Moore
To: City Clerk
Cc: Pamela Wu
Subject: Item 15 Written Communications
Date: Tuesday, February 7, 2023 9:51:56 AM
Attachments: CC Resolution No. 18-115 Adopting the City of Cupertino Code of Ethics and Conduct for Elected and Appointed Officials.pdf
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Dear City Clerk,
Please provide the following Resolution Code of Ethics for Written Communications on CC Item 15 today:
https://records.cupertino.org/WebLink/ElectronicFile.aspx? docid=716749&dbid=0&repo=CityofCupertino
Thank you!
Kitty Moore
RESOLUTION NO. 18-115

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO

ADOPTING THE CITY OF CUPERTINO CODE OF ETHICS AND CONDUCT

FOR ELECTED AND APPOINTED OFFICIALS
WHEREAS, the City Council of the City of Cupertino has determined that a Code of Ethics and Conduct benefits the public by increasing public confidence in the integrity of local government and its effective and fair operations; and WHEREAS, the Cupertino Code of Ethics and Conduct will guide the conduct of Elected and Public Officials and support their independent, impartial, and fair decision-making and execution of policy; and
WHEREAS, City Council wishes to maintain an atmosphere of respect and civility in the performance of City affairs and public business.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby adopts the attached "City of Cupertino Code of Ethics and Conduct for Elected and Appointed Officials"
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 2Qth day of November, 2018, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Members of the City Council
Paul, Sinks, Chang, Scharf, Vaidhyanathan
None
None
None
APPROVED:

Grace Schmidt, City Clerk ~:yPaul, ~ ~
City of Cupertino
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CUPERTINO
City of Cupertino
Code of Ethics and Conduct
For
Elected and Appointed Officials
Adopted November 2ot1,, 2018 by Resolution No. 18-115

PURPOSE
The Cupertino City Council adopts this Code of Ethics and Conduct as guidelines for elected and appointed officials to exercise their office and conduct themselves in a manner that instills public confidence and trust in the fair operation and integrity of Cupertino's city government. 1 In accordance with State law and Title 2 of the Cupertino Municipal Code, Cupertino's elected and appointed officials include the members of the City Council, the Mayor, appointed officers of City boards and commissions, the City Manager, the City Attorney, the City Clerk and the City Treasurer.

ETHICS
The citizens and businesses of Cupertino and the general public are entitled to have fair, ethical, and accountable local government. To this end, the public should have full confidence that their elected and appointed officials:
•
•
•
•
Comply with both the letter and spirit of the law and policies affecting the operations of government and their respective roles and responsibilities; and
Are independent, impartial, and fair in their judgment and actions; and Use their public office for the public good and not for personal gain; and Conduct their deliberations and make their decisions in an atmosphere of respect and civility, and during public meetings in accordance with Open Meeting laws, except for confidential proceedings allowed by law.

Therefore, members of the City Council, City Boards and Commissions, the City Clerk, the City Treasurer, the City Manager and the City Attorney (hereinafter, "City Officials") should conduct themselves in accordance with the following ethical standards:

1. Act in the Public Interest. Recognizing that stewardship of the public interest must be their primary concern, City Officials will work for the common good of the people of Cupertino and not for any private or personal interest, and they will assure fair and equal treatment of all persons, claims, and transactions coming before them.
1 These guidelines are intended to codify the values of the City of Cupertino relative to the conduct of its elected and appointed officials and in no way distract from or supersede the many other rules and laws that govern city officials.

By their very nature, some guidelines apply only to legislative bodies and decision-makers as noted in the Code.

2. Comply with both the spirit and the letter of the Law and City Policy.

City Officials must comply with applicable federal, state and local laws in the performance of their public duties. These include the United States and California constitutions; the Cupertino Municipal code; laws concerning financial disclosures; sources of income and gifts; conflicts of interest laws; elections; campaign contributions; incompatible offices; employer responsibilities; and open government rules.

3. Conduct of City Officials. The professional and personal conduct of City Officials while exercising their office must be above reproach and avoid situations that create the appearance of impropriety. Officials must refrain from abusive conduct, personal charges or verbal attacks upon the character or motives of other City Officials, city staff, or the public.

4. Respect for Process. City Officials will perform their duties in accordance with the processes and rules of order established by the City Council.

5. Conduct at Public Meetings. City Officials will come prepared to address items and issues at public meetings; will listen courteously and attentively to all public discussions before the body; and will focus on the business at hand.

6. Decisions Based on Merit. City Officials will base their decisions on the merits and substance of the matter at hand, rather than on unrelated considerations. When making adjudicative decisions that require determination of the facts of a particular case and application of the law and rules, decision-makers will maintain an open mind until the conclusion of the hearing on the matter and will base their decisions on the facts presented at the hearing and the law.

7. Communication. For adjudicative matters pending before the body, City Officials will rely on the agenda materials and information received at the public meeting to support their decision. To the extent substantive or material information is received outside of a public meeting, decisionmakers must, at a minimum, publicly disclose the circumstances and the outside source of information. Consultation with the City Attorney is strongly advised to ensure the integrity and legality of decisions made on adjudicative matters.

8. Conflict of Interest. To maintain independence and impartiality for the common good and comply with the extensive set of conflict of interest laws, City Officials will use caution and their best efforts to avoid the appearance of impropriety in their actions and decisions. Consistent with the law, decision-makers will not use their official positions to influence government decisions in which they have (a) a material financial interest, (b) an organizational responsibility to or personal commitment to others that creates a conflict of interest or the appearance of one, or ( c) a strong personal bias as to one party or position.

Potential conflicts of interest should be discussed with the City Attorney at the earliest opportunity prior to a public meeting or hearing in order to ensure time to research and analyze the facts. Decision-makers are referred to the Cupertino Municipal Code, Section 2.18.030, which provides, among other things, that the City Attorney may render informal advice to individual Councilmembers regarding potential conflicts of interest, as appropriate. However, it is understood that Councilmembers are protected from potential liability for a conflict of interest only upon taking action that complies with a written opinion issued by the California Fair Political Practices Commission (FPPC).

If informed to seek formal advice from the FPPC or other State agency, a member will not participate in a decision until the FPPC has issued a written opinion that concludes there is no conflict. The member will provide the City Attorney a copy of the written request to the FPPC and the opinion, and will conform his or her participation to the advice given.

If a conflict of interest exists regarding a particular matter or decision, the member will not participate in the decision or discuss the matter with other decision-makers or other persons, unless otherwise permitted by law.

9. Gifts and Favors. Public Officials will not take advantage of services or opportunities for personal gain, by virtue of their public office, which is not available to the general public. They should refrain from accepting gifts, favors or promises of future benefits, which might compromise their independence of judgment or action or give the appearance of impropriety.

10. Confidential/Privileged Information. Public Officials have a duty to maintain the confidentiality of privileged documents and communications and the legal advice provided to or by them, in accordance with the law.

This includes information gathered during a closed session and advice rendered by the City Attorney. Members will not disclose confidential or privileged information without proper legal authorization, nor use such information to advance their personal, financial, or other private interests.

11. Use of Public Resources. Public Officials should not use public resources which are not available to the public in general (e.g., City staff time, equipment, supplies, or facilities) for private gain or for personal purposes not otherwise authorized by law.

12. Representation of Private Interests. In keeping with their role as independent representatives of the City and stewards of the public interest, Councilmembers should not appear on behalf of the private interests of third parties before the Council or any Commission or proceeding of the City, nor should members of Commissions appear before their own bodies or before the Council on behalf of the private interests of third parties on matters related to the areas of service of their bodies.

13. Advocacy. Members should represent the official policies and positions of the City Council and Commission to the best of their ability when designated as delegates for this purpose. When presenting their individual opinions and positions, members should explicitly state they are speaking in their personal capacity and not in their official capacity as members of their respective bodies. When speaking in their personal capacities, members should state their views do not represent their bodies' official positions. Councilmembers and Commissioners have the right to endorse candidates for Council seats and other elected offices; however, it is inappropriate to mention or display endorsements during Council meetings, Commission meetings, or other official City meetings, unless otherwise allowed by law.

14. Policy Role of Members. Members should respect and adhere to the Council-Manager structure of Cupertino City government as outlined in the Cupertino Municipal Code. In this structure, the City Council determines the budget priorities and policies of the City with input provided by City staff and Commissions and the general public. Members should not interfere with the administrative functions of the City or the professional duties of City staff; nor should they impair the ability of staff to implement Council policy decisions.

15. Independence of Commissions. Because of the value of the independent advice of Commissions to the public decision-making process, members of the City Council should refrain from using their position to unduly influence the deliberations or outcomes of Commission proceedings.

16. Positive Work Place Environment. Public Officials should support a positive and constructive work place environment for City employees and for citizens and businesses dealing with the City. Members should recognize their special role with City employees and in no way create the perception of inappropriate direction to staff.

CONDUCT GUIDELINES
The Conduct Guidelines are designed to describe the manner in which City Officials should treat one another, City staff, constituents, and others they come into contact with while representing the City of Cupertino.

1. City Officials' Conduct with Each Other in Public Meetings and Private Encounters
Elected and appointed officials are individuals with different backgrounds, personalities, values, opinions and goals, who have chosen to serve in public office to protect the City's interests and the wellbeing of the community they serve. In all cases, this common goal should guide officials' conduct with each other and with the public, particularly when individuals may not agree on every issue.
(a) Respect and facilitate the role of the Chair in maintaining order It is the responsibility of the Chair to keep comments of City Officials on track during public meetings. City Officials should recognize and assist the Chair to focus discussion on noticed agenda items. If there is disagreement about the agenda or the Chair's actions, those objections should be voiced politely and with reason, following procedures outlined in parliamentary procedure.
(b) Practice civility and decorum in discussions and debate Difficult questions, challenges and disagreements with a particular point of view, and criticism of ideas and information are legitimate elements of debate and public discourse of a free democracy in action.

Robust discussion and free debate, however, do not justify making belligerent, personal, impertinent, slanderous, threatening, abusive or disparaging comments.
( c) Work through the Chair to address offensive personal comments If a member is personally offended by the remarks of another member, the offended member should make notes of the actual words used and call for a "point of personal privilege" that challenges the other member to justify or apologize for the language used. The Chair will maintain control of this discussion.
( d) Demonstrate effective problem-solving approaches
City Officials have a public stage and have the responsibility to show how individuals with different points of view can find common ground and seek a compromise that benefits the community as a whole.
(e) Continue respectful behavior in private
The same level of respect and consideration of differing points of view that is appropriate for public discussions should be maintained in private conversations.

2. City Officials' Conduct with the Public in Public Meetings Making the public feel welcome is an important part of the democratic process. No signs of partiality, prejudice, or disrespect should be evident on the part of individual City Officials toward an individual participating in a public forum. Every effort should be made to be fair and impartial in listening to public testimony.
(a) Chair's responsibility to establish proper decorum at meetings The Chair will be responsible for informing the public of proper decorum during meetings to facilitate a welcoming environment for speakers. The Chair should establish an expectation of mutual respect among City officials, the public, and speakers.
(a) Be welcoming to speakers and treat them with respect Members' primary responsibility during public testimony is to listen.

Welcome all public speakers and encourage their active participation in public meetings by listening to their comments. A void engaging public speakers in debate, and call on the Chair whenever a point of order or clarification is required.
(b) Be fair and equitable in allocating public hearing time to individual speakers Consistent with legal requirements, the Chair will determine and announce limits on speakers at the start of a public meeting or hearing process.
( c) Practice active listening
It is disconcerting to some speakers to have members not look at them when they are speaking. It is fine to look down at documents or to make notes, but reading for a long period of time or gazing around the room may give the appearance of disinterest. Members should try to be conscious of facial expressions, and avoid those that-could be interpreted as "smirking," disbelief, anger or boredom. (d) Maintain an open mind
Members of the public deserve an opportunity to influence the thinking of elected and appointed officials.
(e) Ask for clarification, but avoid debate and argument with the public Only the Chair - not individual members - can interrupt a speaker during a presentation. However, a member can ask the Chair for a point of order if the speaker is off topic, exceeds the time allotted for public comment, or engages in behavior or discussion/language that is disruptive or violates the law.
(f) Avoid personal comments that could offend members of the public Whether addressing an individual member of the public or the public at large, it is never appropriate to make belligerent, personal, impertinent, slanderous, threatening, abusive, or disparaging comments.

3. City Officials' Conduct with the Public in Unofficial Settings (a) Make no promises on behalf of the Council, Commission or City Members will frequently be asked to explain a Council or Commission action or to give their opinion about an issue as they meet and talk with constituents in the community. It is appropriate to give a brief overview of City policy and to refer to City staff for further information. It is not appropriate to overtly or implicitly promise Council or Commission action, or to promise that City staff will do something specific for the constituent.
(b) Make no personal comments about other City Officials It is acceptable to publicly disagree about an issue, but it is not acceptable to make derogatory comments about other City Officials, their opinions, or actions.

4. City Officials' Conduct with City Staff
Governance of a city relies on the cooperative efforts of elected officials who set policy, appointed officials who advise the elected, and City staff who implement and administer the Council's policies. Therefore, every effort should be made to be cooperative and show mutual respect for the roles and contributions made by each individual for the good of the community.

The City of Cupertino operates under a Council/Manager form of government as established in Cupertino Municipal Code Chapter 2.28 whereby the City Council controls the administrative services of the City only through the City Manager. The Council/Manager form of government is intended to provide the best of unencumbered professional/technical staff input balanced with the collective oversight of elected officials. Under the Council/Manager form of government neither the City Council, nor individual Council members, can give orders to any subordinate of the City Manager. The City Manager takes his or her orders and instructions from the City Council only when given at a duly held meeting of the City Council. No individual Councilmember can give any orders or instructions to the City Manager. Interactions between City Council and City staff are governed by Chapter 2.17 in the Cupertino Municipal Code. (a) Treat all staff as professionals
Clear, honest communication that respects the abilities, experience, and dignity of each individual is expected. Poor behavior towards staff is not acceptable.
(b) Do not disrupt City staff from their jobs
City Officials should not disrupt City staff while they are in meetings, on the phone, or engrossed in performing their job functions in order to have their individual needs met. Do not attend City staff meetings unless requested by staff - even if the elected or appointed official does not say anything, his or her presence implies support of a position, shows partiality, may intimidate staff, and may hampers staff's ability to do their job objectively.
(c) Never publicly criticize an individual employee
City Officials should not criticize the performance of City employees in public, to the employee directly, or to the employee's manager.

Comments about staff performance should only be made to the City Manager through private correspondence or conversation. Appointed officials should make their comments regarding staff to the City Manager.
(d) Do not get involved in administrative junctions
City Officials acting in their individual capacity must not attempt to influence City staff on the making of appointments, awarding of contracts, selecting of consultants, processing of development applications, or granting of City licenses and permits. ( e) Do not solicit political support from staff
City Officials should not solicit any type of political support (financial contributions, display of posters or lawn signs, name on support list, etc.) from City staff. City staff may, as private citizens with constitutional rights, support political candidates, but all such . activities must be done away from the workplace.
(f) Attorney-Client Relationship
The City Attorney provides advice to City staff, to Public Officials, and to Councilmembers individually and collectively. In accordance with law and Rules of Professional Conduct, the City Attorney represents the full City Council and the City as a municipal organization, and any attorney-client relationship established belongs to the City, acting by and through the full City Council. To the extent permitted by law, only the City Council as a body and not individual councilmembers can waive the attorney-client privilege.

5. Council Conduct with Commissions
The City has established several Commissions as a means of gathering more community input. Citizens who serve on Commissions become more involved in government and serve as advisors to the City Council. They are a valuable resource to the City's leadership and should be treated with appreciation and respect.
(a) If attending a Commission meeting, be careful to only express personal opmzons
Councilmembers may attend any Commission meeting, which are always open to any member of the public. However, they should be sensitive to the way their participation could be viewed as unfairly affecting the process. Any public comments by a Councilmember at a Commission meeting should be clearly made as individual opinion and not a representation of the feelings of the entire City Council.
(b) Limit contact with Commission members to questions of clarification It is inappropriate for a Councilmember to contact a Commission member to lobby on behalf of an individual, business, or developer, and vice versa. It is acceptable for Councilmembers to contact Commission members in order to clarify a position taken by the Commission.
( c) Respect that Commissions serve the community, not individual Cou ncilmembers
The City Council appoints individuals to serve on Commissions, and it is the responsibility of Commissions to follow policy established by the Council. But Commission members do not repqrt to individual Councilmembers, nor should Councilmembers feel they have the power or right to threaten Commission members with removal if they disagree about an issue. Appointment and reappointment to a Commission should be based on such criteria as expertise, ability to work with staff and the public, and commitment to fulfilling official duties. A Commission appointment should not be used as a political "reward."
(d) Be respectful of diverse opinions
A primary role of Commissions is to represent many points of view in the community and to provide the Council with advice based on a full spectrum of concerns and perspectives. Councilmembers may have a closer working relationship with some individuals serving on Commissions, but must be fair and respectful of all citizens serving on Commissions.
(e) Keep political support away from public forums
Commission members may offer political support to a
Councilmember, but not in a public forum while conducting official duties. Conversely, Councilmembers may support Commission members who are running for office, but not in an official forum in their capacity as a Councilmember.

6. Conduct with the Media
Commission members are not authorized to represent the City to media outlets (including broadcast, print, and social media sites) outside of official Commission meetings unless specifically authorized to do so. (a) The Mayor is the official spokesperson for the City Council on City positions The Mayor is the designated representative of the City Council to present and speak on the official City position. If an individual Councilmember is contacted by the media (including broadcast, print, and social media sites), the Councilmember should be clear about whether their comments represent the official City position or a personal viewpoint.
(b) Choose words carefully and cautiously
Comments taken out of context can cause problems. Be especially cautious about humor, sardonic asides, sarcasm, or word play. It is never appropriate to use personal slurs or swear words when talking with the media (including broadcast, print, and social media sites).

COMPLIANCE

1. Acknowledgement of Code of Ethics and Conduct
City Officials should sign an acknowledgement that they have read and understand the guidelines contained in the Code of Ethics and Conduct.

2. Ethics Training for Local Officials
City Officials must comply with State or City mandated requirements for ethics training. Ethics training must be completed prior to representing the City on intergovernmental assignments or Council subcommittees.

3. Behavior and Conduct
The Cupertino Code of Ethics and Conduct sets forth guidelines and standards of ethical conduct desired and expected for members of the Cupertino City Council and Commissions and other City Officials.

Members themselves have the primary responsibility to assure that ethical standards are understood and met, and that the public can continue to have full confidence in the integrity of city government. The Chairs of Commissions and the Mayor and Council have the additional responsibility to intervene when actions of members that appear to be in violation of the Code of Ethics and Conduct are brought to their attention. (a) City Council:

Individual Councilmembers should point out to the offending Councilmember perceived infractions of the Code of Ethics and Conduct. If the offenses continue, then the matter should be referred to the Mayor in private. If the Mayor is the individual whose actions are being questioned, then the matter should be referred to the Vice Mayor. It is the responsibility of the Mayor ( or Vice Mayor) to initiate action if a Councilmember' s behavior is not in compliance with the Code of Ethics and Conduct. If no action is taken by the Mayor ( or Vice Mayor), then the alleged violation(s) can be brought up with the full Council.
(b) Commission Members:

Counseling, verbal reprimands, and written warnings may be administered by the Mayor to Commission members failing to comply with City policy. These lower levels of sanctions should be kept private to the degree allowed by law. Copies of all written reprimands administered by the Mayor should be distributed in memo format to the Chair of the respective Commission, the Commission Staff Liaison, the City Clerk, the City Attorney, the City Manager, and the City Council.

In accordance with law, the City Council may impose sanctions on Commission members whose conduct does not comply with the City's policies, up to and including removal from office. Any form of discipline imposed by Council should be determined by a majority vote of at least a quorum of the Council at a noticed public meeting, and such action should be preceded by a Report to Council with supporting documentation.

When deemed warranted, the Mayor or majority of Council may call for an investigation of Commission member conduct. Also, should the City Manager or City Attorney believe an investigation into a member's conduct is warranted, they may refer the matter to the Mayor or Council. The Mayor or Council should ask the City Manager or the City Attorney to investigate the allegation and report the findings.

These sanctions are alternatives to any other remedy allowed by law to remedy conduct that violates this code or State or Federal law. In order to protect and preserve good government, all members of the City organization should be cognizant of their responsibilities and duties to meet the requirements of the law and uphold the guidelines contained in this Code.

IMPLEMENTATION
The Code of Ethics and Conduct is intended to be self-enforcing and is an expression of the standards of conduct for City Officials expected by the City.

It therefore becomes most effective when City Officials are thoroughly familiar with it and embrace its provisions.

For this reason, this document should be included in the regular orientations for candidates for City Council, City Manager, City Attorney, applicants to Commissions, and newly elected and appointed City Officials. Members entering office should sign a statement (example below) acknowledging they have read and understand the Code of Ethics and Conduct. In addition, the Code of Ethics and Conduct should be periodically reviewed by the City Council and updated it as necessary.

I affirm that I have read and understand the City of Cupertino Code of Ethics and Conduct for Elected and Appointed Officials.

Signature Date
From: Jenny Griffin
To: City of Cupertino Planning Commission; City Clerk
Cc: [email protected]
Subject: Fwd: Consent Calendar Items Not Being Able to Be Discussed Date: Tuesday, February 7, 2023 8:25:02 AM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

FYI. Please add to the Public Record for City Council Handbook adoption under Consent Calendar at the Feb. 7, 2023 City Council meeting. Thank you. -------- Original Message --------
Subject: Consent Calendar Items Not Being Able to Be Discussed From: Jenny Griffin <[email protected]>
Sent: Tuesday, February 7, 2023, 8:18 AM
To: [email protected],[email protected]
CC: [email protected]
Dear City Council:

The City Council Handbook not allowing the public to pull items from the Consent Calendar should not be adopted tonight, Tuesday, February 7, 2023 under any Circumstances.

If this handbook is okayed, anything could be listed in the Consent Calendar and then Voted to be approved by a vote of the City Council, without the public being able to Say anything.

Approve "10,000 housing units at Vallco" could be put into the Consent Calendar and the City Council or any future Council could just approve the project with no input from the Public.

This is not efficiency of proceedings. This is streamlining, ministerial, by-right approval And building as dictated by the high density housing laws, ala SB 35, SB 330, SB 9, SB 10 and SB 50 that was never passed because it was fought down by people of California Doing their due diligence.

So the Consent Calendar could approve 10,000 housing units at Vallco with no Input from the public. No one can say anything about trees cut down, public roads clogged with
Dirt and mud and dust, construction noise going 24/7 for ten years etc.

Something as innocent as no you can't pull items from the Consent Calendar anymore Becomes lets approve anything by way of the Consent Calendar. We see where something So small becomes something so big.

The Consent Calendar is no place to be fighting SB 35 and SB 9 and SB 10 and SB 330 out.

We thought that battle was being carried out at the state level etc. But, never in a million Years did I think it would go so far as to be fought out at the agenda level in our own City.

The fight for Local Control is indeed bound up in our city's Consent Calendar and that right should not be conceded tonight in our City Council meeting.

Sincerely,
Jennifer Griffin
From: Jenny Griffin
To: City Council; City Clerk
Cc: [email protected]
Subject: Consent Calendar Items
Date: Tuesday, February 7, 2023 12:05:21 AM
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Dear City Council:

There are some very serious problems happening since the new City Council was seated in January, 2023.

The first of these is the attempt to limit the ability of the public to pull items from the Consent Calendar for Discussion. Where did this idea ever come from? We have always Had the right to pull items from the Consent Calendar in Cupertino.

Why does this City Council think it has the right to take away the right of the public to do this? All in one month? What does this new City Council even know about the public in Cupertino? Why do they think they know best about what the public should and shouldn't do? It seems to me that there are some pretty big liberties being taken here and it really Looks like someone is trying to shut the public up or limit what the public can say or Do in this city during City Council meetings.

If allowing the public to pull Consent Calendar items off the Agenda for discussion was Good enough for past councils of Cupertino, then it is good enough for me. And that Is twenty-three years worth of councils. No one ever mentioned this as an issue. Not Once in twenty-three years. Look it up if you want to.

So what makes this Council think they can start doing this out of the blue in one month After being seated? What gives? What makes them think they are smarter or know more Than other Councils? The public in Cupertino are very sophisticated when it comes to Their City Council meetings. It is the Cupertino way. I am very concerned that this Is an overt attempt by this new Council to suddenly take away long standing traditions Of civic expression and engagement in this city. All in one month.

I think this Council forgets that they are not the only Councils to have been in place In the long history of Cupertino as a city.

You should be glad and proud that the public of your city is so engaged and aware of procedure And process in their city. That is what makes Cupertino great and such a bastion of Democracy. That is what the history of California has always been as well as the United States.

Yes, democracy is messy and takes a lot of discussion and time, but it is of the people and Was founded that way in this country.

Making changes so quickly in one month of sitting in an elected position and taking away the public's Rights of expression and discussion on City Council agendas is no way to start out a new year If a new Council. It smacks of intrigue and ideas to try to take away the rights of the public in Their communication and discourse with their city.

This course of activity in one month has been very troubling.

This procedure book limiting the public and then not letting anyone discuss what is in The book shows that there is something else going on in these dealings. The secret Agenda again reintroduces itself.

Why all the changes in just one month? Let's be honest. What is the real goal here? The public in Cupertino was not born yesterday.

Sincerely,
Jennifer Griffin
From: Peggy Griffin
To: City Clerk
Cc: City Council
Subject: 2022-02-07 CC Meeting - Request to PULL Consent Items 13-17 Date: Monday, February 6, 2023 11:06:41 PM
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Dear City Clerk,
With respect to tomorrow’s City Council agenda/meeting, I would like to PULL items 13-17 on the Consent Calendar. I don’t think any of these items should have been put under Consent in the first place. They are of great interest to the public and need to be discussed in public.

PULL Consent Item 13 - Commemorative Bench Dedication Policy and fee waiver PULL Consent Item 14 – Retail square footage at Main Street (Public has been asking for over a year!)
PULL Consent Item 15 – Council Procedures Manual
PULL Consent Item 16 – Appeal of PC’s denial of Sign Exception PULL Consent Item 17 – Response to Civil Grand Jury
Thank you.

Sincerely,
Peggy Griffin
From: Jenny Griffin
To: City Council; City Clerk
Cc: [email protected]
Subject: City Council Manual on Consent Calendar
Date: Monday, February 6, 2023 3:28:42 PM
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Dear City Council:

I see that someone has placed the adoption of the Cupertino City Council Procedures Manual on The Consent Calendar as Item Number 15 for the City Council meeting on February 7, 2022.

I fear that this item has indeed been misplaced in the order of the Agenda and should be placed Appropriately under Public Hearings since it is a "Work in Progress" and needs much time, Attention and discussion before it should ever be released as any sort of actual useable Document.

Indeed, this document is disrespecting all of the fine City Councils that came before in The history of Cupertino. That it could be thrown together in one month and Implemented in one month is the biggest slap of disrespect and insult to the Cupertino way of Democracy that could ever be envisioned.

I'm not sure where the Agenda is going in thinking this item should be placed on The Consent Calendar, but it looks like Cupertino Democracy seems to be going Down and circling the drain even now.

Sincerely,
Jennifer Griffin
From: Jenny Griffin
To: City Council; City Clerk
Cc: [email protected]
Subject: Postponement of Item Number 15 on City Council Agenda Date: Tuesday, February 7, 2023 12:49:38 PM
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Dear City Council:

It is apparent that Item Number 15 on the City Council Agenda has been placed in The wrong location on the City agenda (under Consent Calendar) and the whole item Should be postponed until it can be studied further. There is no urgent rush to have this Item be voted on.

In fact, the whole item is very confusing because the item has been placed On the Consent Calendar and it involves whether the public can pull items from the Consent Calendar itself, leading to a very circular and bizarre series of thought processes in trying To figure out how an item concerning the Consent Calendar wound up on the Consent Calendar in the first place.

The manual is confusing in itself and it is in the best interest of the public to study this item More before anyone votes on it. The manual contains some very startling items to say the least.

Please postpone item 15 on the February 7, 2023 City Council Agenda. It is not ready for prime Time and provides some very unusual context and unclear meaning as to its placement on the Consent Calendar. This is in the best interests for all involved.

Thank you very much.

Sincerely,
Jennifer Griffin
From: Sean Hughes
To: City Clerk
Subject: Comment for 2/7/23 Meeting
Date: Tuesday, February 7, 2023 4:20:42 PM
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Hello,
I would like to submit the following for public comment regarding Consent Calendar Agenda items 14, 15:

Item 14: I support the adoption of the Staff Memo conclusion that the center is in compliance with Condition 9 of City Council Resolution 12-098 (M-2012-03).

8.9 (meeting adjournment requirement).

Regards,
Sean
From: louise saadati
To: City Council; City Clerk; Cupertino City Manager"s Office Subject: Approve Items 15 and 17 for Council Meeting Agenda 2/7/23 Date: Tuesday, February 7, 2023 4:31:29 PM
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Please approve Item 15 the Procedures Manual tonight 2/7/23.

This has been discussed at length over two meetings for 10 hours item by item. The videos are available for any interested resident.

We need this Council Procedures Manual which will facilitate efficient and transparent good governance. Endless talking, off point distractions and theatrical performances ad nauseam are not transparent, efficient nor in the spirit of what is good for the community.

Council meetings should be run similar to court proceedings with rules of conduct, talking limited to the topic at hand and longwinded theaterics cut off.

Please approve the Procedure Manual tonight.

Item 17- Please complete processes and procedures that follow the grand jury findings.

Please follow their recommendations. Cupertino is not a rogue city.

Self-aggrandising appearing performances done with very repetitive long winded, off topic speeches with misinformation are not impressive nor helpful to the task at hand.

Short and to the point facilitates good governance, efficiency and transparency.

Thank you for your service,
Louise Saadati
Sent from my iPhone
From: Liang Chao
To: City Clerk
Subject: Fwd: My comments for City Council on Agenda Item 15, 23-11997 Cupertino City Council Procedures Manual Date: Tuesday, February 7, 2023 6:05:02 PM
Please put in it in the written communication for this item.

Get Outlook for iOS
Liang Chao
Council Member
City Council
[email protected]
408-777-3192
From: Joyce M Eden <[email protected]>
Sent: Tuesday, February 7, 2023 5:41 PM
To: Liang Chao <[email protected]>
Subject: My comments for City Council on Agenda Item 15, 23-11997 Cupertino City Council Procedures Manual
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My Comments for the Cupertino City Council on Agenda Item 15, 23-11997 Cupertino City Council Procedures Manual
I object to the following changes. They are anti-democratic and would take away my rights as a resident of the City of Cupertino.

It appears to me that many of the proposed procedures will make it harder or reduce or nullify the ability of residents and citizens and of the City Council Members to exercise their rights as elected representatives of the residents of the City of Cupertino and of citizens of the United States of America. This is a serious breach of rights.
1) I object to changing the current procedures in which two Council members can propose an agenda item and instead will allow three Council members to remove an item. The comments and positions of a minority are often the best positions or ideas and should be up for consideration. In many instances, when the majority heards the reasons, it becomes clear that is the best proceedure or solution. If a minority position and reasoning is removed, it can and often does lead to a proceedure or solution that is inferior or undemocratic. 2) I object to the proposal that would enable the Mayor by himself to shut down deliberation requesting a vote on an item. I will remind Council that they are elected to represent the residents and citizens of Cupertino, and are not there to make unilateral decisions. Usually in a discussion, new and different points of view and/or facts come out for consideration which can give a broader perspective or bring in facts not here-to-for considered. While I am not a fan of a motion to Call the Question as it is too often misused to prematurely stop a discussion, it normally requires a supermajority vote.
3) The California Public Records Act (CdPRA) is a critically important act bringing transparency to the public of public records. The proposal to take away the right of a City Council member to make a public Records Act request and instead put an unelected bureaucrat, the City Manager, in the position to be able to limit access of elected officials to City or other information is unacceptable. It begs the question, is there something to hide? 4) The proposal to allow Council to take action and adopt a study session resolution which allows the Mayor to make a committee assignment and the Council only to later to ratify it, eliminates discussion which would have enabled various considerations to be brought forward for consideration. Those would not surface and a unilateral decision would be made. This is not good governance.
5) Formerly the Mayor has made recommendations fo assignments to committees, but it is still and importantly discussed. This change would instead give the Mayor authority to make the assignment.
6) Any member of the public could pull an agenda item off of the Consent Calendar to make an individual comment and enable the city to discuss the item. This proposed manual would take away that public right. Instead only a Council member would be able to puill and item off the Consent Calendar before the meeting starts taking away the public’s right to comment.

Is this City planning to take away transparency and rights of public input? Thank You for considering and upholding the importance of preserving and enhancing the public’s right to transparency and democratic processes, Joyce M Eden From: Jose Yow
To: City Council; Cupertino City Manager"s Office
Subject: RE: Comments to Tonight"s Meeting Items
Date: Tuesday, February 7, 2023 1:44:01 PM
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Hi, Councilwomen, Councilmen & City Manager:

Report: “40% Food Service Use Cap” Turned Into “40% Restaurant Cap:

This defeats the purpose of setting this standard. All of the exceptions are parts of the food service categories. It's ridiculous to exclude them and give the cap more space than it intends to.

The proposed “Cupertino City Council Procedures Manual'' (Consent Calendar Item 15)
We should stay with the original method meaning two council members can propose an agenda item.

We should stay with the original concept of not allowing the mayor alone to shut down the deliberation to request a vote on an agenda item.

The California Public Records Act (CPRA): We should not allow the city manager to limit access to the information of the elected officials through CPRA.

Taken any action on a study session item: Council members shall not take action and adopt the study session item.

Should we limit the types of items which could be put on Consent to limit public input and Council deliberation? Yes. We should not limit the public input and council deliberation.

1. Put on the Council Work Program.

2. Refer to the Parks and Recreation Commission to study and make a recommendation.

3. Research similar policies in other cities and get public input.

4. Research proper locations for donated park benches or a process to identify proper locations and get public input

Wish you a successful council meeting tonight!
Regards,
Jose Yow
CC 02-07-2023
Item No. 16
Consider an appeal of
the Planning
Commission's decision to
deny Sign Exception
Written Communications
From: Rhoda Fry
To: City Clerk; City Council
Cc: City of Cupertino Planning Commission
Subject: #16 No to illuminated signs facing freeway
Date: Tuesday, February 7, 2023 3:55:27 PM
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Dear Cupertino City Council,
#16 No to illuminated signs facing freeway
Our Planning Commission correctly rejected an application for illuminated signage facing highway 280.

I hope that you had the opportunity to listen to the Planning Commission and to read the letters from the community, including Audobon Society, Greenfoothills, and my own.

First and foremost, freeway-facing signage within 660 feet of the freeway needs to be decided by the Planning Commission. They said no. And so should you.

I don’t think that Cupertino wants to be known as the city that defiled our freeway, which is eligible to be a scenic highway.

This issue drew so much interest that Planning Commissioners received phone calls from KQED (it is mentioned on the video).

The proposed illuminated signage is within 46 feet of our freeway property.

To give you an idea of their proposed mass, each sign is a few feet shy of a single car garage.

I do not know whether signage would make this section of freeway to become ineligible for scenic highway status, but don’t we want Cupertino to be as beautiful as possible? If someone wants to find public storage, the freeway sign won’t help them find it anyway – the internet will tell them where to go.

Did you know that the building already has 648 square feet of signage? A building permit, BLD-2021-1294, was taken out on 7/6/2021 for this work and it has already been finaled.

Separately, as of today, the building permits for the new building (2019-130 and 2019-1335) have yet to be finaled (the planning commission had been told it was an existing building – I think it was a bit of a stretch). Unlike the Planning Commission meeting, I don’t see the plan set in your packet.

In the unlikely event that you do allow one freeway facing sign (another sign will surely be visible from the freeway as well), please do not allow it to be illuminated.

There is no reason for illumination aside from being a distraction to motorists, which can be a hazard (I don’t drive on 101 at night for this reason).

The City has recently passed a dark-sky ordinance. Dark skies are important to residents. Would illuminated signage violate the ordinance? The answer is likely no. But are dark skies important to us? Yes? Are you able to reject this request for signage? Absolutely yes.

They propose to leave the lights on until 11pm even though the office closes at 7pm (and access closes at 9pm). But access does not come from the freeway sign.

The only thing that the freeway sign does is advertise. We don’t want billboards on our freeway – do we?
I believe that the staff’s report on this issue, which echoes the applicants sentiments, is overly broad.

Scenic highway and dark sky ordinance were listed as incorrect reasons for rejection, as shown above, this is not the case.

We do care about our highway being scenic and our skies being dark.

Thank you for rejecting this appeal.

Sincerely,
Rhoda Fry
From: Anne Ezzat
To: City Council; City Clerk
Subject: Item #16
Date: Tuesday, February 7, 2023 5:10:35 PM
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Dear Council members,
Please reject the request for the illuminated signage at the Public Storage on 280. It is distracting to drivers, probably not good for birds, and will make the city look like a honky tonk.

Thank you for your time and consideration.

Regards,
Brooke Ezzat
From: Peggy Griffin
To: City Council; Gian Martire
Cc: City Clerk
Subject: Caltrans Scenic Highways
Date: Tuesday, February 7, 2023 9:06:40 PM
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Dear City Council and Gian,
FYI…
Scenic Highways - FAQs
https://dot.ca.gov/programs/design/lap-landscape-architecture-and-community-livability/lap-liv-iscenic-highways/lap-liv-i-scenic-highways-faq2 CALTRANS Scenic Highway Guildlines
https://vdocuments.net/scenic-hwy-guidelines-caltrans-highway-guidelines-general-scenichighway.html?page=1 Sincerely,
Peggy Griffin
From: Peggy Griffin
To: City Council; Gian Martire
Cc: City Clerk
Subject: RE: Caltrans Scenic Highways
Date: Tuesday, February 7, 2023 9:09:46 PM
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This is in Appendix A of the second link below:

From: Peggy Griffin <[email protected]>
Sent: Tuesday, February 7, 2023 9:06 PM
To: 'City Council' <[email protected]>; Gian Martire <[email protected]> Cc: 'City Clerk' <[email protected]>
Subject: Caltrans Scenic Highways
Dear City Council and Gian,
FYI…
Scenic Highways - FAQs
https://dot.ca.gov/programs/design/lap-landscape-architecture-and-community-livability/lap-liv-iscenic-highways/lap-liv-i-scenic-highways-faq2 CALTRANS Scenic Highway Guildlines
https://vdocuments.net/scenic-hwy-guidelines-caltrans-highway-guidelines-general-scenichighway.html?page=1 Sincerely,
Peggy Griffin
From: Kirsten Squarcia
To: City Clerk
Subject: FW: Item 16. Public storage sign
Date: Tuesday, February 7, 2023 9:14:39 PM
Begin forwarded message:

Kirsten Squarcia
City Clerk
City Manager's Office
[email protected]
(408) 777-3225
From: Clint Uyeh <[email protected]>
Date: February 7, 2023 at 8:25:32 PM PST
To: Cupertino City Channel <[email protected]>
Subject: Item 16. Public storage sign
Reply-To: [email protected]
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Just my comment but 'Public Storage' from the freeway is already quite visible because I see it everyday and any more would be more "in your face". Sign on the private road would be of better use to the public.
--
Clinton Uyehara
CC 02-07-2023
Item No. 17
Consider approval of
response to 2022 Civil
Grand Jury of Santa
Clara Report
Written Communications
From: Peggy Griffin
To: Christopher Jensen; City Council
Cc: City Clerk
Subject: 2023-02-07 CC Item17 - Response to Grand Jury Report - A House Divided Date: Tuesday, February 7, 2023 3:15:59 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Please include this email as part of the Written Communication for Agenda Item #17 Response to the Civil Grand Jury Report entitled “A House Divided”.

Dear City Attorney Jensen, City Manager Wu and City Council, Thank you for your Draft Response to the Grand Jury Report “A House Divided”. I particularly would like to point out and thank you for pointing out that specific instances may (your words) /are (my words) inaccurate. (See paragraphs below.)
People being accused should be given an opportunity to see the proof and be given an opportunity to counter the attack with proof of their own yet everything is anonymous.

Bottomline, you, as a City, must respond to their Findings/Recommendations regardless of the words in their report. Thank you.

Sincerely,
Peggy Griffin
STAFF REPORT Page 3, last paragraph
ATTACHMENT B – Draft Response to Grand Jury – House Divided

From: Peggy Griffin
To: Christopher Jensen; City Council
Cc: City Clerk
Subject: 2023-02-07 CC Item17 - Response to Grand Jury Report - A House Divided QUESTIONS Date: Tuesday, February 7, 2023 3:40:29 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Please include this email as part of the Written Communication for Agenda Item #17.

Dear City Attorney Jensen, City Manager Wu and City Council, I have a few questions regarding your proposed Draft Response:

PAGE 3, Finding 3 – improving City’s financial risk profile, Response, last bullet Q1: Did the City present the 9th policy to the internal auditor Moss Adams, for review by January 31, 2023?
Paragraph after last bullet “…City is “in compliance with financial reporting requirements” Q2: How does the public know this?
The Treasurer’s Reports are no longer going to be presented to the Council.

They are sent by Council Memo that the public has no access to without doing a Public Records Request.

It is not clear when the report is written versus when it actually is sent to Council. It’s supposed to be monthly.

If Audit Committee is reviewing it, they only meet every other month so it is no longer a monthly review of this report. They’ll be reviewing 2 months at a time.

Sincerely,
Peggy Griffin
From: Kitty Moore
To: City Clerk
Subject: Written Communication for Agenda Item 17
Date: Tuesday, February 7, 2023 4:08:38 PM
Attachments: Councilmember Moore GJ.pdf
Dear City Clerk,
Please add the attached for item 17.

Kitty Moore
Kitty Moore
Councilmember
City Council
[email protected]
(408) 777-1389

COUNCILMEMBER MOORE, REPRESENTING MYSELF ONLY, RESPONSE TO THE FINDINGS OF THE 2022 SANTA CLARA COUNTY CIVIL GRAND JURY REPORT, “A HOUSE DIVIDED:

CUPERTINO CITY COUNCIL AND CITY STAFF”
The City of Cupertino’s response letter to the Grand Jury Report “A House Divided” did not correct the findings error on page 8 of that report. The Grand Jury did not inform me of the allegation in the report for a response, which one would expect in a proper investigation. While I do appreciate the immense time that the citizen volunteers willingly donate to the Grand Jury, it’s very important that they, and the City Staff providing information, get it right.

Paragraph 1 on page 8 states that I “…questioned a subordinate of the City Manager about charges the staff member incurred on a City credit card. The staff member presented an explanation of the charges. Councilmember Moore did not accept the explanation and requested copies of the documentation to pursue her own investigation.” This is untrue.

What actually happened is that I had observed very high credit card charges on the Accounts Payable which City Council accepts by Resolution. Because credit card charges have had nothing associating the charges with what they are for, what Budget Items they relate to, just dollar amounts which reached $95,000 in one month alone, I asked about them. These charges would total $400,000 and more per year with no reporting to the public for what the City’s money was spent on or a formal audit of the charges. It should be noted that I had been concurrently serving on the Audit Committee, eventually chairing it.

I had seen the City’s Credit Card policy and had spoken to friends who have company and government issued cards and was told what they were required to document for their card use, and read the San Jose P Card report “Procurement Cards: Clarification on Policies and Additional Oversight Can Improve the P-Card Program” (provided by link here:
https://www.sanjoseca.gov/home/showpublisheddocument?id=39070) for insight.

I brought the credit card concern up a number of times and finally with Interim City Manager Greg Larson in 2021. We had a discussion about the potential issues with lacking transparency and he asked me to request a single month to do a spot check on the receipts of, and limit the request to two card users, which I did. Later, I met again with Interim City Manager Larson, who gave me a folder which had an internal Memo written to him regarding the card uses and the supporting documentation for the charges, I never spoke to either employee the supporting documentation came from. Separately, an employee was found to have used their card for personal items and I was informed they had been let go. City Attorney Jensen has the folder I describe and can share what he deems is disclosable. The Interim City Manager had also asked me to do another spot check in the future.

Given that I was handed the information in hard copy, it is very possible no other Staff members knew I had it. I hope this corrects the record adequately.

Sincerely,
Kitty Moore, representing myself only
From: Liang Chao
To: City Clerk
Subject: I Got Interviewed by the Civil Grand Jury!
Date: Tuesday, February 7, 2023 4:12:45 PM
Please enter this into the written communication of the Feb. 7, 2923 meeting. ======
(First Draft)
I Got Interviewed by the Civil Grand Jury!
The Civil Grand Jury (CGJ) serves as a watchdog group to investigate public agencies and elected officials based on anonymous complaints. They summarize their investigation in a report with recommendations. The public agencies are required to respond in 90 days on whether they accept the recommendation or not. In Cupertino’s response on the “If You Only Read the Ballot, You’re Being Duped” was on the Dec. 20, 2022 Council Agenda, the City Attorney disagrees with two of the 6 recommendations and thinks another one is not applicable.

It’s important to understand how the CGJ conducts its investigations in order to assess the credibility of claims made in their reports. Are they based on actual evidence or merely opinions of the interviewees? Did they fairly present all the relevant information? Did they follow the due process normally followed by the court system? The Santa Clara County CGJ consists of 19 ordinary volunteer jurors who commit 25 hours a week at the pay of $20/day and serve for a one-year term. For the 2022 Civil Grand Jury can, among the 69 applicants, 75% is white, 12% is Asian, 1% for other categories. 60% are over the age of 65. 85% are over the age of 55. These jurors dedicate their free time to investigate and create reports, which takes considerable commitments.

Anyone can file an anonymous confidential complaint form to the CGJ. The CGJ decides which complaints to investigate. The investigations are conducted in strict privacy until the report is published.

The CGJ decides who they interview or what documents they read and which portions are included in the final report. They do not reveal their interviewee list, transcripts, document list or what they leave out of a report.

The interviewees are not asked to swear to tell “the truth, the whole truth, and nothing but the truth.” (Thus, they are not “witnesses” as in a trial court.) The interviewees are not informed of the nature of the complaints or anything about the complaints. The interviewees have to sign a non-disclosure form to not reveal anything about the interview until a final report is made public or until authorized by the CGJ or the court to disclose. (The above portion is completely factual based on public data on the CGJ. The portion below is factual, but also includes some of my opinions on the process.) The 2022 CGJ received multiple complaints for Cupertino City Council. Likely the complainants were interviewed and they know exactly the subject and nature of the complaint. Therefore, one could make a coordinated effort to submit complaints to the CGJ so their “opinions” and “accusations” on Cupertino City Council become the content of a CGJ report. The accuser nor the CGJ has any obligation to provide evidence to prove their claims. The CGJ just makes a reasonable effort to investigate in privacy.

For the accused, they do not get informed of the accusations against them so they were not given a chance to provide evidence to the contrary even though the accusations might be completely false. This is against the Sixth Amendment “Rights to be Informed of the Charges” if this were a trial court jury.

For the accusers, they have a good idea of the nature and the subject of the complaints so they can share anything they choose, or frame their comments in a way, to reach their goal of indicting elected officials through CGJ. They also have complete anonymity to anything they say to CGJ.

Often, the accusers make their own assumptions or interpretations about an incident, which they might believe are true, but they might reveal their unintentional false assumptions or assumed interpretation after cross examination.

Since the investigations by the CGJ are conducted in complete secrecy without revealing the complaint, the interviewees nor the documents they use, the accused has no way to introduce additional interviewees or documents to provide full background of an accusation.

This is against the Fifth Amendment “Rights to Due Process” if this were a trial court.

Since there is cross examination as seen in the due process, a vague accusation from an interviewee without specifics on dates, the context and details of an incident would merely be an opinion or hearsay unless there is concrete evidence.

One might wonder which part of an accusation made in a CGJ and their basis is any of the following:
hearsay: “information received from other people that one cannot adequately substantiate”
slander: “the action or crime of making a false spoken statement damaging to a person's reputation”
evidence: “objects, documents, official statements, etc. that are used to prove something is true or not true,”
opinion: “a view or judgment formed about something, not necessarily based on fact or knowledge.”
selective facts: “The selective perception of facts that support prejudices and the blindness to facts that disprove them.”
With this understanding about the CGJ process, I would like you to read the CGJ report “A House Divided”
(https://www.scscourt.org/court_divisions/civil/cgj/2022/A%20House%20Divided%20- %20Cupertino%20City%20Council%20and%20City%20Staff.pdf) carefully with a truthseeking mindset. =====
City Hall Renovation vs New City Hall
The CGR Report stated: “Although the 2015 City Council allocated funds for the renovation, the monies were subsequently redirected to expand the City Library.” The above statement is false. Here are the facts:

The 2015 Council never allocated nor approved any plan for renovation since they favored a brand new city hall.

The 2015 Council approved the $70M Civic Center Master Plan, which includes a new City Hall and the library expansion, but they never allocated any budget for it.

There is no “re-directing” of any fund since the 2015 Council or after did not pursue to allocate funds after they examined the financing options for $70M.

Perhaps, some members of the public misunderstood the approval of a plan as approval of the funding. And they likely did not follow subsequent Council meetings for financing options.

Here are the meeting dates
July 7, 2015 - Council adopted the Civic Center Master Plan, which includes a new city hall with added space and underground garage.

August 18, 2015 - Council did not approve the $5M item start architectural design.

Council asked the staff to come back with financing options.

November 17, 2015 - Council directed the staff to come back with a creative solution to keep the cost lower than $40M
December 10, 2015 - The staff report concludes "Because we were not successful in our attempts to discover a project delivery process that could develop a $70 million estimated cost project for less than the maximum $40 million authorized by Council, we will not be bringing the project for further consideration unless so directed by City Council."
It appears that the CGJ was misled by some interviewees who did not understand the city operation and did not follow the city council meeting closely.

Unfortunately, the CGJ did not write to the city to seek any document to verify the claim either.
====
The CGJ stated “Certain staff regard the present City Council’s unwillingness to fund the renovation as confirmation that their health and safety concerns are not a priority.” The delay over the years (since 2015) was caused by financial concerns since the 2015 Civic Center Plan includes a brand new city hall with underground garage and the library expansion with a price tag of $70M. Cupertino will have to borrow most of the fund, while we are still paying off the previous loan for the existing Cupertino Library.

The 2019 Council decided to break up the projects and did the following:

Prioritize Library Expansion since the lack of programming space is an ongoing issue since Cupertino Library is the only library in the County system without its own programming room.

Purchased a building one block from the City Hall (named City Hall Annex), since it’s much cheaper to purchase existing building and renovate. And this builds up real estate assets for the City.

Rather than building a new city hall, the Council directed the staff to propose options to renovate the City Hall, which was on the 2021-22 Capital Improvement Plan (CIP).

The Council was expecting options for renovation which we can approve by Spring 2022.

But the city staff somehow proposed a plan for a new city hall and three-story garage as one of the projects in the 2022-23 CIP, which will cost $70 million alone.

The Council then formed a subcommittee in 2022 to study the earthquake retrofit options for City Hall renovation. The subcommittee proposed to put the EOC (Emergency Operations Center) in the City Hall Annex, which reduces the cost of renovating the City Hall.

It appears that the CGJ was misled by some interviewees who did not understand the full scope of what the Council has done over the years.

If such sentiment came from the city staff, perhaps the City Manager should have communicated better with the staff to provide them complete background on Council decisions.

The CGJ interviewed only a few people who have provided inaccurate information based on their own perception. Unfortunately, the CGJ did not ask for verification of statements of facts and did not expand their interviewee list to provide them a fuller picture. ====
Monthly Treasurer’s Report
The CGJ Report stated “Despite the legal requirement to comply with Government Code section 41004, no City staff member was preparing and delivering a monthly treasurer’s report. When this issue was raised during an Audit Committee meeting, the rationale provided by City staff was that many of the surrounding cities do not comply with this requirement…. It took a few months for City staff to comply with the law.” This part of the report is accurate. But it neglected to mention that it was Councilmember Kitty Moore, serving also on the Audit Committee, who pointed out the legal requirement for the Monthly Treasurer’s Reports. And she had the support of the full Council to direct the staff to fix the issue.

Councilmember Kitty Moore would not be able to discover irregularities such as the overuse of credit cards, the ongoing payments without contracts, if the city staff is allowed to refuse to provide information. When an information request might require significant workload, the full Council should decide after hearing the rationale from their fellow Councilmember.

The CGJ Report: “Absence of the monthly treasurer’s report impaired the councilmembers’ ability to fully exercise fiscal oversight.”
It’s great that the CGJ recognizes the role of the City Council to provide oversight and the importance of the accessibility to fiscal information in order to provide the oversight, on behalf of the voters who elected us.
=====
Fiscal and Risk Management
The CGJ Report stated:
“The Civil Grand Jury learned of the existence of a 14-year embezzlement scheme by a former City staff member of almost $800,000 that purportedly occurred between 2000 and 2014. Further investigation revealed that after the discovery of the embezzlement scheme in 2014, no financial policy or procedural changes were developed and implemented by the City.”
The above statement “no financial policy or procedural changes were developed and implemented by the City” is not true. Likely, no changes were made before 2018. But after 2019, since I joined the Council, there have been quite a few improvements. One important change is to separate the approval flow so the person who writes the check is not the same person who approves a check.

Every year Moss Adams, the Internal Auditor, with the Audit Committee, would make recommendations on what procedures or policies to improve on. I also am anxious to see more changes of policies and procedures. However, it’s important to first assess the current process before blindly adopting changes.

In the July 21, 2023 staff report on the Fiscal Policy Inventory and Gap Analysis Final Report” (Item 31), the “Next Steps” section:
“Staff will develop an implementation plan to implement the report’s recommendations. The implementation plan and status reports will be available on the City’s website at cupertino.org/budget under Internal Audit.

In addition, if approved as part of the FY 2022-23 internal audit work plan, Moss Adams would review the City’s formalized P&Ps and report back to the Audit Committee and City Council on the status of the P&Ps.”
In Item 34 of the same July 21, 2023 meeting, the Council adopted “the FY 2022-23 Internal Audit Program”
Item,
The concern of CGJ seems to be led by some interviewees who do not trust the city staff in the Finance department and the Internal Audit team. It takes time to identify gaps and identify better policies and these are in fact operational issues that the City Council should put in the hands of the City Manager.
=======
Staff Turnover
The CGJ Report stated “The Civil Grand Jury learned of an abnormally high turnover rate among City staff, including key top staff positions. For example, half of the Planning Division and 60 percent of senior management staff have left the City since January 2022. …
Documents researched and reviewed by the Civil Grand Jury provided information that did not fully support these conclusions.“
It’s unclear what documents the CGJ had access to derive information from. I have requested for any data on staffing level or turn over numbers. I’m told that the city does not have such information. Thus, likely any information available is adecdocal or isolated instances.

In a City Council-City Manager form of government, the City Council relies on the City Manager to implement policies and also bring forward potential concerns to address. The Council does not and should not seek out disgruntled employees or rely on a few hearsay to paint a picture of the entire staff.

However, if any Councilmember hears of any concern at all, we should find out more about the concern and cause of the concern.

I would trust a City Manager, who is a professional in managing a large organization, to bring any such concern to the Council to have a discussion and find methods to improve it if staff retention is an issue. I trust that an experienced City Manager would bring the concern to the Council and propose options to address the concerns, rather than telling a third party to undermine the integrity of the organization they work for.

In my 4 years on the Council, no city employee has written to the Council to express any concern and no city manager has brought up such concern. Thus, I have never requested any information on staffing levels from the City Manager. This issue of staff turnover was only brought up before the election by people with political motives. Thus, I did not find it appropriate to request information on this issue. After the CGJ Report came out, I then asked for information. The City Manager wrote there is not data available to share. I trust that the City Manager will take appropriate steps to collect data and present solutions if the concern is substantiated.

I appreciate the CGJ for raising the concern. But as a City Councilmember, I trust the City Manager to inform the Council if she needs our support for any actions to support her staff. ====
Code of Ethics
Now finally coming to my interview with the CGJ. On December 1, 2022, I was interviewed virtually and only two of the 19 jurors were present, but the interview was recorded.

I was told that they cannot tell me the subjects of their investigation and I cannot tell anyone about the content of the interview until the report is published. I was not asked to provide any document or suggest any more witnesses to support my statements.

I was asked about some “enforcement method” for the 2018 Code of Ethics (CoE) and why it was taken out of the 2021 adopted Code of Ethics. I said I have no knowledge of anyone expressing any concern about the “enforcement method” at all. I did not know what “enforcement method” they were referring to.

After the interview, I looked in my documents and forwarded some evidence to them to substantiate these facts:

1. Cupertino did not have any adopted “Code of Ethics” prior to 2018.

2. The 2018-19 work program did not include any item related to “Code of Ethics”.

3. After deciding to not consolidate Library Commission and the Public Safety Commission, the 2018 Council directed the staff on July 31, 2018 to “Explore ways to improve Council/Commission communication”.

4. The agenda item on November 20, 2018 was titled “Overview of City Commissions and recommendations for improving their effectiveness and communications with the City Council", but somehow one of the 6 documents to be approved is titled “Code of Ethics and Conduct” (CoEC)

5. The staff report of November 20, 2018 Council Meeting clearly indicated the 15-page “Code of Ethics and Conduct” was newly added. There is no mention of any earlier public engagement or notification.

6. The Nov. 20, 2018 staff report stated “Commissions were very supportive of adopting a code of ethics and conduct.” But there is no record of any written comments from commissioners or commissions.

7. The 2018 CoEC broadly applied the standard normally used for quasi-judicial decisions (to comply with existing laws, such as project approvals) to legislative decisions (to make laws and policies). This is evidenced by the following two quotes from the 2018 CoEC.

Item 6 under Ethics: “decision makers … will base their decisions on the facts presented at the hearing and the law”, which is supposed to apply only for quasi-judicial decisions.”
Item 7 under Ethics: "Communication. ... City Officials will rely on the agenda materials and information received at the public meeting to support their decision."

8. The 2018 CoEC expanded the normal “Conflict of Interest” on financial interests to include one’s opinions or positions on policy issues. This is evidenced by this quote:

Item 8 under Ethics: "Conflict of Interest. ... Consistent with the law, decisionmakers will not use their official positions to influence government decisions in which they have (a) a material financial interest, (b) an organizational responsibility to or personal commitment to others that creates a conflict of interest or the appearance of one, or (c) a strong personal bias as to one party or position."
(This portion below includes my opinion on the quoted items above) According to Ethics Item 6 and Item 7, City Officials appear to have to ignore public comments received through emails or at any meeting with community members. City Officials cannot use their past experiences based on reading articles or information derived from their own research on the issues.

Ethics Item 8 goes beyond the state law on Conflict of Interest, which is limited to financial interest. According to such broad interpertation of Conflict of Interest, all members of the Bike and Pedestrian Commission would have to recuse themselves since they have a "strong person bias" towards some bike paths and actively advocate for it. Most Sustainability Commissioners have "personal commitment" to Clean Energy. Most Housing Commissioners have a "personal commitment" towards affordable housing. Most Parks and Recreation Commissioners have a "strong personal bias" towards all-inclusive playground to accommodate children of special needs.

Should these commissioners all recuse themselves on the issues they strongly care about in order to comply with the 2018 CoEC? As the Nov. 20, 2018 staff report stated: “any violation of the code of ethics and conduct are grounds for removal as a commissioner.” Is the 2018 CoEC quoted above what you think the City of Cupertino must adopt and enforce?
Is the process of adopting the 2018 CoEC the kind of “transparent” process you support? Now coming back to the CGJ report.

The CGJ Reported stated:
“In a City Council vote on January 15, 2019, the City Council rescinded its Code of Ethics and Conduct that had just been voted on and passed the prior November. A year later, in January 2020, the City Council adopted a new Ethics Policy. … the year-long gap during which the City had no ethics policy is a concern.”
The CGJ seems to be completely ignorant of the fact that there was no Code of Ethics before Nov. 20, 2018. Perhaps, the interviewees misled them and they did not see the need to verify the information they received.

I have sent multiple emails to explain the improper process the 2018 Code of Ethics was adopted with links to evidence (as outlined earlier). The CGJ seems to have completely ignored the list of evidence.

I would think that the CGJ would agree that it’s inappropriate for a City Council to adopt a brand new Code of Ethics policy under an agenda titled “Overview of City Commissions and recommendations for improving their effectiveness and communications with the City Council” without a study session to take public input first.

Perhaps, they were misled by the interviewees and did not have time to find evidence to verify their claims.

The policy making process requires the public to engage in the normal “process” through oral or written comments at a Council Meeting or meetings with Councilmembers. Policies are never set in stone. When there are public concerns, we often bring back a policy to consider possible revisions to address the concerns.

However, if certain individuals or groups never expressed any concern during the “normal policymaking process” and only expressed certain never-before-mentioned “concerns” through either lawsuit, complaints to CGJ or campaign materials, it undermines our Democratic process. I encourage everyone to get engaged in the “normal policymaking process”, rather than making policies through lawsuits or political attacks.

I encourage the CGJ to ask the interviewees to show evidence that they have made good faith efforts to express their concerns with the City Council and the City Staff before taking on a complaint, especially during an election year.

I encourage the CGJ to find sufficient numbers of interviewees who both support and oppose a complaint in order to get the full picture of pretty complex situation.

One would not wish to see that the respected volunteer jurors of the CGJ were taken advantage of by certain well connected individuals for their political gains.

Liang Chao
Cupertino City Council
representing only myself
Liang Chao
Council Member
City Council
[email protected]
408-777-3192
From: louise saadati
To: City Council; City Clerk; Cupertino City Manager"s Office Subject: Approve Items 15 and 17 for Council Meeting Agenda 2/7/23 Date: Tuesday, February 7, 2023 4:31:29 PM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Please approve Item 15 the Procedures Manual tonight 2/7/23.

This has been discussed at length over two meetings for 10 hours item by item. The videos are available for any interested resident.

Council meetings should be run similar to court proceedings with rules of conduct, talking limited to the topic at hand and longwinded theaterics cut off.

Please approve the Procedure Manual tonight.

Item 17- Please complete processes and procedures that follow the grand jury findings.

Please follow their recommendations. Cupertino is not a rogue city.

Self-aggrandising appearing performances done with very repetitive long winded, off topic speeches with misinformation are not impressive nor helpful to the task at hand.

Short and to the point facilitates good governance, efficiency and transparency.

Thank you for your service,
Louise Saadati
Sent from my iPhone
CC 02-07-2023
Item No. 18
Consider scheduling a study
session to refine research
scope regarding placing a
potential vacancy tax ballot
measure in the upcoming
election
Written Communications
From: Peggy Griffin
To: City Council
Cc: City Clerk
Subject: 2023-02-07 CC Mtg Agenda Item 18 - Study Session for Vacancy Tax - YES! Date: Tuesday, February 7, 2023 12:16:00 AM
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Please include this email as part of the Written Communication for this agenda item.

Dear City Council,
I am in support of having a study session to look into a possible vacancy tax in Cupertino. If one is considered, I would hope it would apply both to residential (all types) and commercial and not have very many exemptions. How would the money received be used? Maybe to help with housing the homeless or go towards subsidizing affordable housing?
Often you hear a business has left Cupertino because the owner of the shopping center ups the rent. Many of our commercial spaces sit vacant. Are they asking too much? We have at least one home on our block that sits vacant. It’s been years.

Please consider researching what types of vacancy taxes work.

Sincerely,
Peggy Griffin

Cupertino City CouncilFebruary 7, 2023

Cupertino City Council
February 7, 2023