CC 09-16-2025 Searchable Packet.pdf — Cupertino City Council, September 16, 2025 (part 2 of 4)

City of Cupertino
ATTEST:
________
Kirsten Squarcia, City Clerk
________________________
Date
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RESOLUTION NO. 10 -230

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO

DESIGNATING A CUPERTINO POET LAUREATE
WHEREAS, the study of literature forms a vital pan of our shared and diverse culture; and
WHEREAS, poetry expresses personal and public sto ies in an art form accessible to all; and
WHEREAS, poetry forms an important part of our citizen's education about culture and history; and
WHEREAS, studies have shown that children who read poetry show improvements in vocabulary, critical analytical skills, and reading comprehension; and WHEREAS, reading and writing poetry give children and adults an outlet for their feelings, experiences, and questions about their world; and WHEREAS, California was the first state to appoint a poet laureate and many communities in California have successfully appointed poets laureate; and NOW, THEREFORE BE IT RESOLVED, that the "Poet Laureate" is hereby established in the Cupertino
BE IT FURTHER RESOLVED that the Cupertino Poet Laureate Select Committee shall oversee the selection and administration of the Poet Laureate program.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 21 day of December 2010 by the following votes:

Vote Members of the City Council
AYES: Wong, Santoro, Chang, Mahoney, Wang
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: APPROVED:
ref 45 ;"\
Mayor, City of Cupertino
a
City Clerk 4
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Poet Laureate Playbook
Updated 12/4/2024
CITY HALL • 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3200 • FAX: (408) 777-3366
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City of Cupertino Page 2 of 8
Poet Laureate Playbook Updated 12/4/2024

TABLE OF CONTENTS
Program Overview ....................................................................................................................................3 History.........................................................................................................................................................4 Vision Statement ........................................................................................................................................4 Mission ........................................................................................................................................................4 Program Objectives....................................................................................................................................4 Expectations of the Poet Laureate............................................................................................................5 Timeline.......................................................................................................................................................5 Application Process ...................................................................................................................................6 Selection Process ........................................................................................................................................6 The Selection Panel ................................................................................................................................6 Recruitment and Promotion.................................................................................................................6 Candidate Review and Interviews ......................................................................................................7 Recommendation ...................................................................................................................................7 Poet Laureate Reception........................................................................................................................7 Budget..........................................................................................................................................................7 Roles and Responsibilities of Program Partners....................................................................................7 City of Cupertino ...................................................................................................................................7 Cupertino Library ..................................................................................................................................8 Cupertino Library Commission...........................................................................................................8 Cupertino Library Foundation.............................................................................................................8 192
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City of Cupertino Page 3 of 8
Poet Laureate Playbook Updated 12/4/2024

PROGRAM OVERVIEW
Established in 2010, the Cupertino Poet Laureate program’s vision is to stimulate cultural and literary awareness in Cupertino, introduce youth and adults to the personal and community benefits of poetry both as personal reflection and as reflective of our history and culture, reveal, recognize, and engage literary talent residing in the community, and promote our Library as a cultural center in Cupertino.

The Poet Laureate is a two-year honorary appointment as the literary ambassador for the City of Cupertino. A stipend of $500 will be awarded to the Poet Laureate and is sponsored by the Cupertino Library Foundation for each year of service.

As part of the two-year appointment as Poet Laureate for the City of Cupertino, the Poet Laureate duties shall include, but are not limited to, the following:

1. Provide at least two free public workshops at the Cupertino Library

2. Provide at least two public readings of either original works created for these events or past works appropriate to the occasion and audience

3. Participate in two City-sponsored events such as cultural festivals or flag raising ceremonies

4. Attend at least six Library Commission meetings to provide updates on programs and events
To apply for selection as the Poet Laureate, an individual must meet the following criteria:

1. The applicant must demonstrate a significant and meaningful tie to the Cupertino community

2. At the time of appointment, the applicant must be at least 18 years old and a high school graduate

3. The applicant must have demonstrated a commitment to poetry through prior publication

4. The applicant must have demonstrated an ability to teach workshops and lead collaborative community partner events
A selection panel chaired by the Cupertino Library Commission’s Poet Laureate Subcommittee will review all applications, and those qualified will be contacted and given an opportunity to interview. The panel will select a Poet Laureate candidate to recommend to the Library Commission. The Library Commission will review the selected candidate and recommend for approval to the Cupertino City Council. The Council will review and formally appoint the Poet Laureate. The appointment will be for an honorary two-year term, beginning in February of every other year.
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City of Cupertino Page 4 of 8
Poet Laureate Playbook Updated 12/4/2024

HISTORY
A grassroots effort, the Poet Laureate program was envisioned and created by a committee composed of volunteers from The Friends of the Cupertino Library, the Cupertino Library Foundation, and local teachers and poets. The Poet Laureate program was sanctioned by the Cupertino City Council through Resolution No. 10-230 on December 21, 2010.

Since 2010 the Cupertino Poet Laureate Program has welcomed seven poet laureates, each one bringing a new and unique voice to the honorary position. Over the years countless poetryrelated programs, events, contests, and projects have been embraced and celebrated by the Cupertino community.

For historical context the original Poet Laureate Playbook can be found here.

VISION STATEMENT
It is the vision of the Cupertino Poet Laureate program to stimulate cultural and literary awareness in Cupertino; introduce youth and adults to the personal and community benefits of poetry both as personal reflection and as reflective of our history and culture; reveal, recognize, and engage literary talent residing in the community; and promote our Library as a cultural center in Cupertino.

MISSION
To provide the residents of Cupertino programs, workshops, and events which introduce and reinforce poetry as an enriching cultural art form open and accessible to all.

PROGRAM OBJECTIVES

1. To raise awareness of poetry as a viable cultural art form for Cupertino residents in the 21st century, as measured by media presence, event variety, and increasing participation

2. To build interest in the various poetry forms, as measured by event and workshop participation

3. To build a desire within residents to be involved in further art and cultural activities, including poetry, as measured by attendance at offerings through the Library, schools, theatres, museums, centers, and presentation venues

4. To increase active participation in all art forms, especially poetry, by all ages and ethnic communities which form the rich fabric of Cupertino, as measured by offerings and involvement
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City of Cupertino Page 5 of 8
Poet Laureate Playbook Updated 12/4/2024

EXPECTATIONS OF THE POET LAUREATE
Each succeeding Poet Laureate brings a unique set of skills, attributes, and interests to the position along with different approaches to poetry. As part of the two-year appointment as Poet Laureate for the City of Cupertino, the Poet Laureate duties shall include, but are not limited to, the following:

1. Provide at least two free public workshops at the Cupertino Library

2. Provide at least two public readings of either original works created for these events or past works appropriate to the occasion and audience

3. Participate in two City-sponsored events such as cultural festivals or flag raising ceremonies

4. Attend at least six Library Commission meetings to provide updates on programs and events
With support from the Cupertino Community Librarian and the Library Commission Staff Liaison the Poet Laureate is encouraged to use their creativity in the design and execution of the aforementioned workshops and events.

TIMELINE
Poet Laureate Application and Selection Process Timeline February Library Commission selects Poet Laureate Subcommittee February – March Program outreach and advertising
March 20 – May 5 Applications available online
May 5, 5:00 p.m. Applications due
May 6 – May 20 Applications reviewed by selection panel May 21 – May 31 Interviews
June – July Final candidate is selected and completes fingerprinting and TB test August Selection panel presents their recommendation to Library Commission September City Council formally appoints the Poet Laureate October – January Incoming Poet Laureate shadows outgoing Poet Laureate January Poet Laureate Reception
February New Poet Laureate term begins
The timeline allows for a four-month overlap so that the incoming Poet Laureate is able to shadow and confer with the outgoing Poet Laureate. This approach allows for program continuity and provides support and direction to the incoming Poet Laureate. 195
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City of Cupertino Page 6 of 8
Poet Laureate Playbook Updated 12/4/2024

APPLICATION PROCESS
The Poet Laureate is a two-year honorary appointment as the literary ambassador for the City of Cupertino. A stipend of $500 will be awarded to the Poet Laureate and is sponsored by the Cupertino Library Foundation for each year of service.

To apply for selection as the Poet Laureate, an individual must meet the following criteria:

1. The applicant must demonstrate a significant and meaningful tie to the Cupertino community

2. At the time of appointment, the applicant must be at least 18 years old and a high school graduate

3. The applicant must have demonstrated a commitment to poetry through prior publication

4. The applicant must have demonstrated an ability to teach workshops and lead collaborative community partner events
Applications will be available for submission online March 20 through May 5, at 5:00 p.m. All applications must include a minimum of five original writing samples, two letters of recommendation, and a current résumé.

In addition, the newly selected Poet Laureate will need to complete fingerprinting and TB test in order to work with minors.

SELECTION PROCESS
With the goal of soliciting as many prospective candidates as possible, the selection process is composed of several distinct components.

The Selection Panel
The Selection Panel will be chaired by the Library Commission’s Poet Laureate Subcommittee.

The Subcommittee will extend panel invitations to the City’s Arts and Culture Commissioners and Teen Commissioners, with the goal of a maximum of seven panelists. The Selection Panel will be responsible for reviewing applications, conducting interviews, and making a formal recommendation to the Library Commission.

Recruitment and Promotion
Working closely with the Library Commission, the Parks and Recreation Department and the Cupertino Library will take the lead on recruitment promotion via social media channels, websites, email blasts, and flyers and other printed materials. Applications will be available on the City’s website, along with all program details.
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Poet Laureate Playbook Updated 12/4/2024
Candidate Review and Interviews
The Library Commission Staff Liaison will review all applications to ensure they meet minimum qualifications. All passing applications will be forwarded to the Selection Panel for further review and evaluation. The top three candidates will be invited for 30-minute, inperson, interviews. Each candidate will be asked to recite one to two original poems during their interview. After interviews conclude the Selection Panel will deliberate and reach a conclusion. The preferred candidate will be called to confirm their willingness to serve. Once the invitation has been accepted, the candidate will work with the Library Commission Staff Liaison to complete fingerprinting and TB testing.

Recommendation
At the Library Commission’s August meeting the Selection Panel will present their final recommendation. The Library Commission will review the selected candidate and recommend for approval to the Cupertino City Council. Through the Consent Calendar, City Council will review and formally appoint the Poet Laureate. The appointment will be for an honorary twoyear term, beginning in February of every other year.

Poet Laureate Reception
In January a Poet Laureate Reception will be held to recognize the outgoing Poet Laureate and formally introduce the incoming Poet Laureate. The reception will take place at the Library or Quinlan Community Center.

BUDGET
The budget for the Poet Laureate program is comprised of funds from the City of Cupertino and the Cupertino Library Foundation. The City contributes $2,000 annually and these funds are designated for program expenses such as the Poet Laureate reception. In addition, the Poet Laureate may request to use these funds for materials and supplies, awards, etc. The Library Foundation contributes $500 annually. Those funds are exclusively used for the Poet Laureate’s stipend.

ROLES AND RESPONSIBILITIES OF PROGRAM PARTNERS
City of Cupertino
• Promote Poet Laureate events, programs, and readings
• Organize the VIP reception honoring the outgoing Poet Laureate and welcoming the incoming Poet Laureate
• Assist Poet Laureate with festival and event registration and information • Manage and track program budget
• Arrange and cover the cost of fingerprinting and TB testing for incoming Poet Laureate 197
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City of Cupertino Page 8 of 8
Poet Laureate Playbook Updated 12/4/2024
• Monitor program cycle and work with Library Commission on recruitment timeline • Organize welcome meeting with Poet Laureate, Library Commission Staff Liaison, and Community Librarian to discuss program logistics
Cupertino Library
• Provide library space for workshops and programs
• Promote Poet Laureate events, programs, and readings
• Meet with the Poet Laureate as needed to discuss program offerings at the Library Cupertino Library Commission
• Form a Poet Laureate Subcommittee for recruitment, selection, and support of Poet Laureate
• Promote Poet Laureate events, programs, and readings
• Receive programming updates from the Poet Laureate at Library Commission meetings Cupertino Library Foundation
• Provide funding for the Poet Laureate stipend—$500 for each year of service 198
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References:

Lisa Brown – EVP Chamber of Commerce -
Dori Bonn – Co-Chair, NorCal French Heritage Society -
Sebastien Pridmore - Painter -
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Eternal Dawn
This eve, as all before, in mists so cold,
Leaning against my old sequoia, dazed, my senses uncontrolled.

The pallid moon, a vibrant smile, the stagnant lake,
Plunging in putrid reflections, heartache.

The bark of the redwood, scratching at my back,
The treacherous sap of this vegetal pachyderm, a misact, Pulling me toward long horizons, dull and dim,
Nothing to my eyes, is then less precious than my own skin.

Without a shred of pride, I could have been a knight,
From the other camp, maybe a lover slighted in the fight, From causes born of sources, dead, tarnished and marred, Or just, perhaps, following my missteps and scarred.

Suddenly, a fractal, in shades of pale, but vibrant green, The song of the first black redstart, blending in the morning's first preen, 207
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Along the robin's melody, amongst a thousand scents,
Of life anew, wrapped in the dawning day’s radiant accents.

A choir of finches, blackbirds, stirs my heart's core,
Cladded in astral powerful rays that the entire wood wore.

A fleeting orange shadow, is already in sight,
Even the fauho dares not to approach, in dawn’s eternal light. 208
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Mater. Madre. Mother.

Hello from the end of the week, Sundays make you stronger, Apart you are not, as we continue to battle for her,
Possibly your sister, daughter, grand-mother or wife,
Possibly your aunt or just a friend, but for sure the ones who give life, Yesterday, today, tomorrow, and always there for you,
Most of the times forgetting her own self,
Outstanding, outstanding and standing true.

Today, I wish we can all breathe, laugh, smile, chat very soon, Here, there, under the sun or the low light of the moon, Eyes into eyes, close, touch, smell, taste, with no mask, Remembering the times, darkened, when a plague,
Saddened our world and spirits, sending into the vague, Dreaming of you, travels and carefree seasons, that is my ask, All, together, thanks to you, your joy, your love, unconditional, you all, You, our mothers, the ones through which everything and everyone rise and fall.

Happy Mother’s Day, take care of your mothers and all the women that are mothers, by blood or bond, or will be one day!
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Mirage
In the cool morning light, in the pool's gentle water,
Stroke by stroke, length after length, I do bother,
Movements rhythmical, matching the woodpecker's chatter, Stirring the liquid, arms as foils, in muscular manner.

The pool's liquid matter, often so clear,
This morning seems different, fills me with fear,
The traitor from lands where the Abbasids steer,
Instills a serpentine poison, its intentions unclear.

A rupture, a breach, in the dawn's tender light,
My vision obscured, in cottony night,
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Distances entangle, the end's cruel bite,
Approaches stealthily, a destiny quite trite.

A quantum fracture, or a deceptive jest,
From its hole emerges a shark, with a crest,
Striped, from the void it manifests, a Jacquou, a sudden guest, Into me, it bites, a red cloud, no hunger in its chest. 212
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CITY OF CUPERTINO
Agenda Item
25-14249 Agenda Date: 9/16/2025
Agenda #: 13.

Subject: Approve a First Amendment to the contract with Independent Code Consultants, Inc., for an increase of $120,000 to provide On-Call Plan Review Services for FY26 for a total not-to-exceed amount of $315,000.

Authorize the City Manager to execute a first amendment to the existing consultant agreement with Independent Code Consultants, Inc. to provide On-Call Plan Review Services, increasing the contract amount by $120,000 for a new total not-to-exceed contract amount of $315,000.

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COMMUNITY DEVELOPMENT DEPARTMENT

CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3308 • FAX: (408) 777-3333
CUPERTINO.GOV

CITY COUNCIL STAFF REPORT
Date: September 16, 2025
Subject
Approve a First Amendment to the contract with Independent Code Consultants, Inc., for an increase of $120,000 to provide On-Call Plan Review Services for FY26 for a total not-to-exceed amount of $315,000.

Recommended Action

1. Authorize the City Manager to execute a first amendment to the existing consultant agreement with Independent Code Consultants, Inc. to provide On-Call Plan Review Services, increasing the contract amount by $120,000 for a new total not-to-exceed contract amount of $315,000.

Background
In 2018, the City undertook a RFQ process for professional plan review services. The contract for the On-Call Plan Review services was awarded to Independent Code Consultants, Inc. (ICCI) based on the firm’s qualifications, past performance on projects, and its talented team of established and experienced individuals and licensed professionals. On June 26, 2024, the City entered into an agreement with ICCI for On-Call Plan Review Services. The agreement covered Fiscal Year 2025 and Fiscal Year 2026, with a total not-to-exceed amount of $195,000. Due to a higher than anticipated volume of permit activity, more projects were sent out to ICCI for plan review services. As a result, 96 percent of the total not-to-exceed amount was expensed in fiscal year 2025.

On June 3, 2025, the FY 2025-26 budget was adopted by City Council, which included a budget adjustment to the On-Call Contracts account GL 100-73-714 701-701 in the amount of $440,000.

However, because the City anticipates that the volume of permit activity will continue to increase, the City will undergo another RFP process in the next three months for a multi-year agreement for plan review services. We are now allocating $120,000 through the proposed contract amendment to cover expected permit activity through the end of the year and to cover invoices from higher than expected permit activity from the last three months.

Reasons for Recommendation and Available Options
Building permits continue to come in at a high volume and the City must continue to process them within the state-regulated review timeline. AB 2234 stipulates that jurisdictions must 214
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ascertain the completion of a post-entitlement phase permit application within 15 days of its submission. Project reviews for developments consisting of 25 units or fewer must be finalized within 30 days, while those with 26 units or more require completion within 60 days. The use of consultant plan reviewers allows the Community Development Department to comply with the mandate while maintaining the daily workflow timelines as expected by our citizens.

Plan Review consultants are utilized for additional assistance as needed. When large projects come through that require a sudden high volume of work and span multiple engineering sectors, the impact would cause a delay in daily operations and services such as plan review for smaller projects for our residents and the Cupertino community, and counter reception and assistance.

Having the plan review consultants on-call for larger projects maximizes efficiencies since the consultants have large teams of specialized staff to review and process building permits. The flexibility of having the consultants on-call is advantageous in adjusting to the ebbs and flows of the influx of projects. This flexibility is key to managing the flow of the workload in the most efficient way possible.

If the recommended option is not adopted the turnaround time on building permit plan reviews will not meet the city’s service level agreement nor satisfy the requirements imposed by the state in AB 2234.

Based on the findings outlined above, staff recommend approving the proposed action to ensure continued, uninterrupted delivery of plan review services to the Cupertino community.

Sustainability Impact
No sustainability impact.

Fiscal Impact
Plan Review costs are pass-through and paid for via plan check fees charged by the City and paid by the applicants. There is no actual funding allocation from the city to pay for services. As mentioned above there is sufficient budget authority for this contract amendment in 100-73-714 701-701.

Vendor
Independent Code Consultants, Inc.
(ICCI)
Contract On-Call Plan Review Services
Current
Contract
Amount $195,000.00
FY26
Amendment $120,000.00
New Total $315,000.00
City Work Program (CWP) Item/Description
None
California Environmental Quality Act
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No California Environmental Quality Act impact.
_____________________________________
Prepared by: Robert Dacanay, Management Analyst
Reviewed by: Benjamin Fu, Director of Community Development Floy Andrews, Interim City Attorney
Approved for Submission by: Tina Kapoor, Interim City Manager 216
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CITY OF CUPERTINO
Agenda Item
25-14280 Agenda Date: 9/16/2025
Agenda #: 14.

Subject: Approve a Second Amendment to the contract with West Coast Code Consultants, Inc. for an increase of $80,000 to provide On-Call Professional Building Services for FY26 for a total not-toexceed amount of $300,000.

Authorize the City Manager to execute a second amendment to the existing consultant agreement with West Coast Code Consultants, Inc. to provide On-Call Professional Building Services, increasing the contract amount by $80,000 for a new total not-to-exceed contract amount of $300,000.

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COMMUNITY DEVELOPMENT DEPARTMENT

CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3308 • FAX: (408) 777-3333
CUPERTINO.GOV

CITY COUNCIL STAFF REPORT
Date: September 16, 2025
Subject
Approve a Second Amendment to the contract with West Coast Code Consultants, Inc. for an increase of $80,000 to provide On-Call Professional Building Services for FY26 for a total not-toexceed amount of $300,000.

Recommended Action

1. Authorize the City Manager to execute a second amendment to the existing consultant agreement with West Coast Code Consultants, Inc. to provide On-Call Professional Building Services, increasing the contract amount by $80,000 for a new total not-to-exceed contract amount of $300,000.

Background
In 2022, the City undertook a RFQ process for professional building services. The contract was awareded to West Coast Code Consultants based on the firm’s qualifications, past performance on projects, and its talented team of established and experienced individuals and licensed professionals. On June 27, 2024, the City entered into an agreement with West Coast Code Consultants, Inc. (WC3) for On-Call Professional Building Services, that included plan review and permit technician services. The agreement covered Fiscal Year 2025 and Fiscal Year 2026, with a total not-to-exceed amount of $195,000.

On April 16, 2025, the City entered a First Amendment with WC3 to increase the total not-toexceed contract amount to $220,000. Due to a higher than anticipated volume of permit activity, more projects were sent out to WC3 for assistance with plan review and permit technician services. As a result, 99 percent of the total not-to-exceed amount was expensed in fiscal year 2025.

On June 3, 2025, the FY 2025-26 budget was adopted by City Council, which included a budget adjustment to the On-Call Contracts account GL 100-73-714 701-701 in the amount of $440,000.

However, because the City anticipates that the volume of permit activity will continue to increase, the City will undergo another RFP process in the next three months for a multi-year agreement for plan review services. We are now allocating $80,000 through the proposed contract 218
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amendment to cover expected work through the end of the year and to cover invoices from higher than expected permit activity from the last three months.

Reasons for Recommendation and Available Options
Building permits continue to come in at a high volume and the City must continue to process them within the state-regulated review timeline. AB 2234 stipulates that jurisdictions must ascertain the completion of a post-entitlement phase permit application within 15 days of its submission. Project reviews for developments consisting of 25 units or fewer must be finalized within 30 days, while those with 26 units or more require completion within 60 days. The use of consultant plan reviewers allows the Community Development Department to comply with this mandate while maintaining the daily workflow timelines as expected by our citizens.

Based on the findings outlined above, staff recommend approving the proposed action to ensure continued, uninterrupted delivery of plan review services to the Cupertino community.

Sustainability Impact
No sustainability impact.

Vendor
West Coast Code Consultants
(WC3)
Contract
On-Call Professional Building
Services
Current
Contract
Amount $220,000.00
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FY26
Amendment $80,000.00
New Total $300,000.00
City Work Program (CWP) Item/Description
None
California Environmental Quality Act
No California Environmental Quality Act impact.
_____________________________________
Prepared by: Robert Dacanay, Management Analyst
Reviewed by: Benjamin Fu, Director of Community Development Floy Andrews, Interim City Attorney
Approved for Submission by: Tina Kapoor, Interim City Manager 220
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CITY OF CUPERTINO
Agenda Item
25-14146 Agenda Date: 9/16/2025
Agenda #: 15.

Subject: Second reading and enactment of proposed amendments to Municipal Code Chapters 19.08 (Definitions), and 19.112 (Accessory Dwelling Units) and Associated Environmental Review. (Application No. MCA-2025-001; Applicant: City of Cupertino; Location: City-wide) Conduct the second reading and enact Ordinance No. 25-2274: “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AMENDING MUNICIPAL CODE CHAPTER 19.08, AND CHAPTER 19.112 REGARDING ACCESSORY DWELLING UNIT (ADU) LAWS” CITY OF CUPERTINO Page 1 of 1 Printed on 9/11/2025
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COMMUNITY DEVELOPMENT DEPARTMENT

CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3308 • FAX: (408) 777-3333
CUPERTINO.GOV

CITY COUNCIL STAFF REPORT
Date: September 16, 2025
Subject
Second reading for proposed amendments to Municipal Code Chapters 19.08 (Definitions), and 19.112 (Accessory Dwelling Units) and Associated Environmental Review. (Application No. MCA-2025-001; Applicant: City of Cupertino; Location: Citywide) Recommended Action
Conduct the second reading and enact Ordinance No. 25-2274: “AN ORDINANCE OF

THE CITY COUNCIL OF THE CITY OF CUPERTINO AMENDING MUNICIPAL CODE CHAPTER 19.08, AND CHAPTER 19.112 REGARDING ACCESSORY DWELLING UNIT (ADU) LAWS”
Reasons for Recommendation
At the City Council hearing held on September 3, 2025, Staff presented the draft Ordinance as it relates to conformance to State ADU Law. City Council motioned to conduct the first reading of the Draft Ordinance (Attachment A), including the Planning Commission’s recommendation to remove the proposed design standard for NonStreamlined ADUs in Table 19.112.040(I)(a), with Vice Mayor Moore proposing a friendly amendment to request an informational memo with data on the use of ADUs within the City and the County; and also that when this item returns for second reading, staff clarify the issue of the maximum size of a detached ADU in a multi-family project, for example whether a 5,000 square foot ADU could be permitted. The motion passed on a 4-1 vote (No: Wang).

If Council approves these changes today, the proposed ordinance will take effect after thirty (30) days on October 16, 2025.

Sustainability Impact
None.

Fiscal Impact
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No fiscal impact.

City Work Program (CWP) Item/Description
None
California Environmental Quality Act (CEQA)
This Ordinance is not a project under the requirements of the California Quality Act of 1970, together with related State CEQA Guidelines (collectively, “CEQA”) because it has no potential for resulting in physical change in the environment, either directly or ultimately. In the event that this Ordinance is found to be a project under CEQA, it is subject to the CEQA exemption contained in CEQA Guidelines section 15061(b)(3) because it can be seen with certainty to have no possibility of a significant effect on the environment. CEQA applies only to projects which have the potential of causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. In this circumstance, the amendments to the City Code would have no or only a de minimis impact on the environment. The foregoing determination is made by the City Council in its independent judgment.

Prepared by: Gian Paolo Martire, Senior Planner
Reviewed by: Benjamin Fu, Director of Community Development Floy Andrews, Interim City Attorney
Approved for Submission by: Tina Kapoor, Interim City Manager Attachments:

A – Draft Ordinance No. 25-2274
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ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF CUPERTINO AMENDING
MUNICIPAL CODE CHAPTER 19.08, AND CHAPTER 19.112 REGARDING

ACCESSORY DWELLING UNIT (ADU) LAWS
The City Council of the City of Cupertino finds that:

1. State Law changes have rendered the City’s Accessory Dwelling Unit ordinance (CMC

19.112) obsolete and unenforceable.

2. The City Council of the City of Cupertino held a duly noticed public hearing on September 3, 2025, and after considering all testimony and written materials provided in connection with that hearing introduced this ordinance and waived the reading thereof.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CUPERTINO DOES ORDAIN AS FOLLOWS:

SECTION 1. Adoption.

The Cupertino Municipal Code is further amended as set forth in Attachment A.

SECTION 2: Severability and Continuity.

The City Council declares that each section, sub‐section, paragraph, sub‐paragraph, sentence, clause and phrase of this ordinance is severable and independent of every other section, sub‐section, paragraph, sub‐paragraph, sentence, clause and phrase of this ordinance. If any section, sub‐section, paragraph, sub‐paragraph, sentence, clause or phrase of this ordinance is held invalid, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, the City Council declares that it would have adopted the remaining provisions of this ordinance irrespective of such portion, and further declares its express intent that the remaining portions of this ordinance should remain in effect after the invalid portion has been eliminated. To the extent the provisions of this Ordinance are substantially the same as previous provisions of the Cupertino Municipal Code, these provisions shall be construed as continuations of those provisions and not as an amendment to or readoption of the earlier provisions.
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SECTION 3: California Environmental Quality Act.

Determine that Project is exempt under the requirements of the California Environmental Quality Act (CEQA) of 1970, and CEQA Guidelines (collectively, “CEQA”) subject to the CEQA exemption contained in CEQA Guidelines section 15061(b)(3) because it can be seen with certainty to have no possibility of a significant effect on the environment. CEQA applies only to projects which have the potential of causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. In this circumstance, the amendments to the City Code would have no or only a de minimis impact on the environment. The foregoing determination is made by the City Council in its independent judgment. The proposed ordinance is further exempt from the California Environmental Quality Act (“CEQA”) under Public Resources Code section 21080.17, which provides a statutory CEQA exemption to ADU ordinances adopted to implement Government Code Sec. 65852.2.

SECTION 4: Effective Date.

This Ordinance shall take effect thirty days after adoption as provided by Government Code Section 36937.

SECTION 5: Publication.

The City Clerk shall give notice of adoption of this Ordinance as required by law.

Pursuant to Government Code Section 36933, a summary of this Ordinance may be prepared by the City Clerk and published in lieu of publication of the entire text. The City Clerk shall post in the office of the City Clerk a certified copy of the full text of the Ordinance listing the names of the City Council members voting for and against the ordinance.

INTRODUCED at a regular meeting of the Cupertino City Council on September 3, 2025 and ENACTED at a regular meeting of the Cupertino City Council on September 16, 2025 by the following vote:

Members of the City Council
AYES:

NOES:

ABSENT:

ABSTAIN:
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SIGNED:

Liang Chao, Mayor
City of Cupertino
Date
ATTEST:

Kirsten Squarcia, City Clerk Date
APPROVED AS TO FORM:

Floy Andrews, City Attorney Date
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ATTACHMENT A

1. Amendments to Title 19 concerning Accessory Dwelling Units Chapter 19.08: Definitions
“Accessory dwelling unit” or “ADU” means an attached or a detached residential dwelling unit which provides complete independent living facilities for one or more persons. It shall include permanent provisions for living, sleeping, eating, cooking and sanitation on the same parcel as the primary dwelling unit is situated. An accessory dwelling unit also includes the following:

1. An efficiency unit, as defined in Section 17958.1 of Health and Safety Code.

2. A manufactured home, as defined in Section 18007 of the Health and Safety Code.

3. “Junior accessory dwelling unit” or “JADU” means a unit that is no more than 500 square feet in size and contained entirely within an existing single-family structure. Junior accessory dwelling units must include an efficiency kitchen, which must include both a cooking facility with appliances and a food preparation counter and storage cabinets that are of a reasonable size in relation to the size of the unit. A junior accessory dwelling unit may include separate sanitation facilities, or may share sanitation facilities with the existing structure, as defined in California Government Code Section 66333.

Chapter 19.112: Accessory Dwelling Units

19.112.010 Purpose; Incorporation by Reference; Consistency with State Law.

The purpose of this chapter is to promote the goal of affordable housing within the City through provision of additional housing in certain residential, agricultural residential, and mixed‐use zoning districts in a manner which minimizes adverse impacts of accessory dwelling units on neighborhoods. Unless otherwise defined in this Title, all terms used in this Chapter shall be defined and interpreted in accordance with Government Code Sections 66310 -66342. In the event of a conflict between this Chapter and the requirements of State law, the requirements of State law, including the requirements of Government Code Sections 66310 -66342, shall prevail.

19.112.020 Accessory Dwelling Unit Regulations.

Notwithstanding any provision of this title to the contrary:

A. Accessory dwelling units are permitted on lots within any residential or mixed‐ use residential zoning district. The lot must have an existing single family dwelling unit or if zoned multi‐family or mixed use residential, at least one 227
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residential unit. If the lot is vacant, an accessory dwelling unit may only be proposed in conjunction with the development of at least one residential unit.

Notwithstanding the underlying zoning, an accessory dwelling unit developed pursuant to this chapter does not cause the lot upon which it is located to exceed its maximum allowable density on the lot.

B. Accessory dwelling units, except those pursuant to Government Code Section 66323, must comply with the site development regulations and guideline specified in those zoning districts for dwelling units, including but not limited to: lot coverage; floor area ratio; height; setbacks; landscape; the regulations contained in this chapter; Chapter 19.100, Accessory Structures/Buildings; and Chapter 19.124, Parking; except as those standards are modified by this chapter.

C. No impact fees, as defined in Government Code Section 66324(c)(2) shall be imposed on any accessory dwelling unit or junior accessory dwelling unit with a gross floor area of less than 750 square feet. Impact fees imposed on accessory dwelling units greater than or equal to 750 feet shall be charged proportionally in relation to the square footage of the primary dwelling unit in compliance with Government Code Section 66324(c)(1).

D. Accessory dwelling units may be rented separately from the single-family dwelling or multi-family dwelling structure but may not be sold or otherwise conveyed separately from the other dwellings on the lot, except pursuant to Government Code Section 66340 – 66342. Any accessory dwelling unit, including a Junior Accessory Dwelling Unit (JADU), shall not be used as a rental for a term less than 30 days.

E. For JADUs, either the single-family residence or JADU must be owner-occupied, unless the owner is a governmental agency, land trust, or housing organization.

Further, the owner shall record a deed restriction, expressly enforceable against future purchasers, containing the following: (a) a prohibition on the sale of the JADU separate from the single-family residence, and (b) a restriction on the size and attributes of the JADU to conform to this section.

F. A local agency shall not issue a certificate of occupancy for an accessory dwelling unit before the local agency issues a certificate of occupancy for the primary dwelling.

19.112.030 Site Development Regulations for Streamlined Accessory Dwelling Units & Junior Accessory Dwelling Units.

Pursuant to California Government Code Section 66323, the City shall approve the following streamlined accessory dwelling units if the specified development standards and use restrictions are met, as identified in:

A. Table 19.112.030A for single‐family residential uses and B. Table 19.112.030B for multi‐family residential uses. 228
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Table 19.112.030A: Site Development Regulations for Streamlined Accessory Dwelling Units and Junior Accessory Dwelling Units Associated with Single‐Family Residential Uses
Conversion of space within principal
dwelling unit or accessory structures
New Construction Attached or
Detached Accessory Dwelling
Unit ≤ 800 s.f.

1. Size of living space, exclusive of decks
a. Minimum size 150 s.f.
b. Maximum size No size limitation as long as the unit:
i. Is wholly within the space of a
proposed or existing single‐family
dwelling or the existing space of an
accessory structure, and
ii. Does not require either:
• An addition of more than 150
square feet to an existing accessory
structure to accommodate ingress
and egress only, or
• Any addition to an existing single‐
family dwelling unit.
800 s.f.

2. Number of
Units
Maximum three ADUs per single‐family residential lot in any combination of the following:
 Attached ADU,
 Conversion of existing space ADU (whether in principal dwelling unit or existing accessory structure),
 Detached ADU, or
 Junior ADU

3. Setbacks Per the underlying zoning district except
that if the existing structures do not meet
these standards, the side and rear
setbacks shall be sufficient for fire safety
and life safety.
a. At least four feet from the rear
and side lot lines.
b. An applicant alternately may
elect to follow the setback
standards for accessory
structures in Chapter 19.100.
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Conversion of space within principal
dwelling unit or accessory structures
New Construction Attached or
Detached Accessory Dwelling
Unit ≤ 800 s.f.

4. Height The conversion shall not change the
height of the existing structure.
a. 18 feet for detached ADU1
b. If accessory dwelling unit is
attached to principal dwelling, 25
feet or the height limitations
applicable to the principal
dwelling, whichever is lower.
c. An applicant alternatively may
elect to follow the height
standards for accessory
structures in Chapter 19.100.

5. Second‐story
accessory
dwelling unit
Allowed if the unit is a conversion of
existing second story portion of the
principal dwelling unit.

Allowed

6. Parking for
accessory
dwelling unit
None None

7. Direct outside
access
Independent outdoor access must be provided without going through the principal dwelling unit.

8. Separation from
principal
dwelling unit
The conversion must result in an
independent unit. With the exception of a
JADU that has a shared bathroom with
the principal dwelling unit, no interior
doors or other connections between the
units are permitted.

Detached from principal dwelling
unit

1. An additional two feet in height (from 18 to 20 feet) for ADUs within one half mile of a major transit stop or a high-quality transit corridor is permitted to accommodate a roof pitch on the accessory dwelling unit that is aligned with the roof pitch of the primary dwelling unit.

Table 19.112.030B: Site Development Regulations for Streamlined Accessory Dwelling Units Associated with Existing Multi‐Family Residential Uses 230
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Conversion of interior space and
JADUs within multifamily
dwelling structures
Detached, and Attached New
Construction

1. Location a. Conversion of space within
existing dwelling structures that
is not used as livable space (e.g.
existing units) including, but not
limited to, storage rooms, boiler
rooms, passageways, attics,
basements, or garages, as long
as the unit meets building
standards for dwellings.
b. JADUs permitted only in
duplexes
Must be detached from the multi‐
family dwelling structure(s) other
than for duplex zoned properties,
except attached ADUs are allowed
for duplex zoned properties.

2. Maximum Number of Units
a. Multifamily
developments
other than
duplex zoned
properties
The greater of:
 25 percent of the existing
number of primary dwelling
units, or
 One accessory dwelling unit
i. On a lot with an existing multifamily dwelling, the lesser of:
 Eight detached accessory
dwelling units and
 the number of existing multifamily units on the lot. ii. On a lot with a proposed
multifamily dwelling, not more
than two detached ADUs.
b. Duplex zoned
properties
Up to a maximum of two accessory dwelling units in any combination of the following:
 Attached ADU,
 Conversion of existing space ADU (whether in principal dwelling unit or existing accessory structure),
 Detached ADU, or
 Junior ADU

3. Minimum Size 150 s.f.

4. Maximum Size  No size limitation
 For duplex zoned properties, attached ADUs are limited to 800 s.f. 231
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Conversion of interior space and
JADUs within multifamily
dwelling structures
Detached, and Attached New
Construction

5. Setbacks The accessory dwelling unit shall
not increase the size of the existing
structure.
a. Located at least four feet from the
side and rear lot lines.
b. An applicant alternately may elect
to follow the setback and height
standards for accessory structures
in Chapter 19.100.

6. Height The accessory dwelling unit shall
not increase the size of the existing
structure.
a. 18 feet1
b. An applicant alternatively may
elect to follow the setback and
height standards for accessory
structures in Chapter 19.100.

7. Separation from
principal dwelling
units
The conversion must result in an
independent unit. No interior doors
or other connections between the
units are permitted.

Detached from principal dwelling
units.

19.112.040 Site Development Regulations for Non‐Streamlined Accessory Dwelling Units.

A. This section shall govern applications for ADUs and JADUs that do not qualify for approval under Section 19.112.030 or Government Code section 66323 and for which the city may impose local standards pursuant to Government Code section 66314 – 66322. Nothing in this section shall be interpreted to prohibit an ADU of up to 800 square feet, at the heights stated in Section 19.112.030(A) and 19.112.030(B), with a four‐foot side and rear setbacks.

B. The Development Standards for units governed by this section are provided in Section 19.112.040. These regulations do not limit the height of existing structures converted into ADU/JADUs unless the envelope of the building is proposed to be modified beyond any existing legal, non‐conforming condition.

Table 19.112.040: Site Development Regulations for Non‐Streamlined Accessory Dwelling Units Created by New Construction and/or Additions to the Principal Dwelling Unit
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Attached > 800 s.f. Detached > 800 s.f.

A. Number of Units 1. A maximum of three ADUs per single-family lot in any combination of the following, subject to the underlying zoning standards for lot coverage, floor area, open space, and setback:
 No more than one attached ADU
 No more than one conversion of existing space ADU (whether in principal dwelling unit or existing accessory structure),  No more than one detached ADU, or
 No more than one Junior ADU

2. Nothing in this Section shall permit the development of more than three ADUs or Junior ADUs on any single‐family lot. Non‐ streamlined ADU provisions cannot be combined with streamlined provisions to add more than a total of three ADUs.

B. Size of living space, exclusive of decks

1. Minimum size 150 s.f.

2. Maximum size a. Studios/one‐bedroom unit – 850 s.f.; two or more‐bedroom unit – 1,000 s.f.; and
b. Attached accessory dwelling units shall not exceed 50% of the existing primary dwelling
c. Lot coverage, floor area, and open space standards per the underlying zoning apply to ADUs greater than 800 s.f. See Table

19.112.030 A for requirements related to ADUs less than or equal to 800 s.f.

C. Setbacks 1 Per the underlying zoning
district, except the required side
and rear setbacks are modified to
four feet.

The proposed structure must
comply with the setback standards
for accessory structures in Chapter

19.100, except the street side
setbacks are modified to four feet.

D. Height 25 feet or the height limitations
applicable to the principal
dwelling, whichever is lower.

The proposed structure must
comply with the height standards
for accessory structures in Chapter

19.100, except that a maximum
height of 18 feet is allowed within
half a mile of a major transit stop or
transit corridor.

E. Second‐story accessory
dwelling units
Allowed within one half mile of a major transit stop or transit corridor.

F. Parking
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Attached > 800 s.f. Detached > 800 s.f.

1. Parking for
accessory dwelling unit
One additional off‐street parking space shall be provided, if the principal dwelling unit has less than the minimum off‐street parking spaces for the applicable residential zoning district in which it is located, as required in Chapter 19.124, and none if the accessory dwelling unit meets one of the following requirements:
a. Located within one‐half (1/2) mile of a public transit stop; or b. Located within one block of a car share vehicle pick‐up location; or c. Located in an architecturally and historically significant historic district; or
d. The occupant of the unit is not allowed/offered a required on‐ street parking permit; or
e. Is part of the proposed or existing primary residence or an accessory structure or
f. When a permit application for an accessory dwelling unit is submitted with a permit application to create a new single-family dwelling on the same lot provided that the accessory dwelling unit or the parcel satisfies any other criteria listed above.

2. Demolition or
conversion of existing
covered, uncovered or
enclosed parking spaces
for an accessory
dwelling unit
No replacement parking spaces are required.

G. Direct outside access Independent outdoor access must be provided without going through the principal dwelling unit.

H. Screening from public
street
All access to accessory dwelling units shall be on a different wall plane than the access to the principal dwelling unit.

I. Structure Design Shall meet the design standards when located within any one of the following zoning districts:
 Planned Development (P)
 Eichler (R1-e)
 Monta Vista Design Guidelines
 Residential Hillside (RHS)
 Single Family Residential District with Semi-Rural
Characteristics (R1-a)
J. Separation from
principal dwelling unit
The ADU must be an independent
unit. No interior doors or other
connections between the ADU
Detached from principal dwelling
unit.
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Attached > 800 s.f. Detached > 800 s.f.
and the principal dwelling unit
are permitted.

1. No setback is required for an accessory dwelling unit located within existing living area or an existing accessory structure, or an accessory dwelling unit that replaces an existing structure and is located in the same location and to the same dimensions as the structure being replaced.

19.112.050 Review Process.

A. Applications for accessory dwelling units conforming to the requirements of this chapter shall be reviewed ministerially without discretionary review and must be approved or denied within the time frame specified in Government Code Section 66317.

B. Nonconforming zoning conditions, building code violations or unpermitted structures:

1. The correction of nonconforming zoning conditions (as defined in Government Code Section 66313) shall not be required as a condition of approval of a permit for the creation of an ADU or a JADU.

2. A permit for an ADU or a JADU will not be denied due to the correction of nonconforming zoning conditions, building code violations, or other unpermitted structures that do not present a threat to public health and safety and that are not affected by the construction of the ADU or JADU.

C. Unpermitted ADU or JADU: Any ADU created within the City shall comply with all applicable provisions of the Municipal Code and state law, and must obtain a building permit confirming compliance with all requirements, except that:

1. A permit to legalize an unpermitted ADU or JADU that was constructed before January 1, 2020 may not be denied, if denial is based on either of the following grounds:
a. The ADU or JADU violates applicable building standards, or b. The ADU or JADU does not comply with state ADU or JADU law (Government Code Section 66313-66339) or this chapter.

2. Notwithstanding the above, a permit to legalize an unpermitted ADU or JADU that was constructed before January 1, 2020 may be denied, if the City makes a finding that correcting violations of applicable building standards, state ADU/JADU law, and/or this municipal code, is necessary to comply with the standards specified in California Health and Safety Code section 17920.3.

3. Notwithstanding subsection (C)(1) or (C)(2) above, a building that is deemed to be substandard in accordance with California Health and Safety Code Section 17920.3 shall not be permitted.
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19.112.060 Accessory Dwelling Units Prohibited on Certain Lots.

Notwithstanding Government Code Section 66313 - 66339 or any provision of this Chapter, no accessory dwelling unit or a junior accessory dwelling unit shall be permitted on any lot in single‐family residence district (R‐1 or RHS) if a lot split has been approved pursuant to Section 18.12.70 and one or more residential units has been approved for construction pursuant to Section 19.28.150 or 19.40.090 ( Government Code Section 65852.21).

19.112.070 Enforcement.

A. Violations of this Chapter shall be enforced as authorized by this Municipal Code and applicable provisions of state law.

B. Enforcement of Building Code standards: In enforcing building standards pursuant to Article 1 (commencing with Section 17960) of Chapter 5 of Part 1.5 of Division 13 of the Health and Safety Code for an ADU described below, a local agency, upon request of an owner of an ADU for a delay in enforcement, shall delay enforcement of a building standard, subject to compliance with Section 17980.12 of the Health and Safety Code:

1. The ADU was built before January 1, 2020.

2. The ADU was built on or after January 1, 2020, and at the time the ADU was built, the City had a noncompliant ADU ordinance, but the ordinance is compliant at the time the request is made.
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CITY OF CUPERTINO
Agenda Item
25-13884 Agenda Date: 9/16/2025
Agenda #: 16.

Subject: Second reading and enactment of Municipal Code amendments to Cupertino Municipal Code, Title 11, Vehicles and Traffic, Section 11.24.130, Section 11.27.050, Section 11.28.010, and Section

11.28.020, pertaining to the overnight parking of oversized vehicles on public streets Conduct the second reading and enact Ordinance 25-2275: “An Ordinance of the City Council of the City of Cupertino Amending Title 11, Vehicles and Traffic, of the City of Cupertino Municipal Code Sections 11.24.130 (Prohibited for more than seventy-two hours), Section 11.27.050 (Issuance of permits to residents and members of designated groups), Section 11.28.010 (Definitions), and Section 11.28.020 (Parking of oversized vehicles restricted)"
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CITY COUNCIL STAFF REPORT
Meeting: September 16, 2025
Subject
Second reading and enactment of Municipal Code amendments to Cupertino Municipal Code, Title 11, Vehicles and Traffic, Section 11.24.130, Section

11.27.050, Section 11.28.010, and Section 11.28.020, pertaining to the overnight parking of oversized vehicles on public streets.

Recommended Action:

Conduct second reading and enact Ordinance 25-____: “An Ordinance of the City Council of the City of Cupertino Amending Title 11, Vehicles and Traffic, of the City of Cupertino Municipal Code Sections 11.24.130 (Prohibited for more than seventy-two hours), Section 11.27.050 (Issuance of permits to residents and members of designated groups), Section 11.28.010 (Definitions), and Section

11.28.020 (Parking of oversized vehicles restricted).”
Reason for Recommendation and Available Options
On September 3, 2025, the City Council conducted the first reading of an ordinance amending Title 11, Vehicles and Traffic, of the City of Cupertino Municipal Code Sections 11.24.130 (Prohibited for more than seventy-two hours), Section 11.27.050 (Issuance of permits to residents and members of designated groups), Section 11.28.010 (Definitions), and Section 11.28.020 (Parking of oversized vehicles restricted), to prevent the parking of oversized vehicles on public rights-of-way at night from 10 P.M. through 6 A.M., and providing a mechanism for residents to efficiently obtain 20 permits per year to park their oversize vehicles at night for 72 hours. This ordinance will go into effect 30 days after its adoption.

Staff Recommendation
Approve the recommended actions.

Sustainability Impact
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No sustainability impact.

Fiscal Impact
Staff estimates that processing a permit application will cost approximately $46.50 based on staff time and the use of City resources. Staff anticipates receiving 3 to 4 permit applications per week. If volume increases additional personnel may be needed. Staff will also incur approximately $10,000 in costs developing the electronic interface for the delivery of the seventy-two hour resident permits.

City Work Program Item/Description
Unhoused Policies: Determine best practices for limited budget smaller cities to manage the unhoused. Review RV practices in surrounding cities for impacts and potential adoption. Review transitional housing outcomes in surrounding cities. Policies to include nimble contingency plans.

Council Goal
Quality of Life.

California Environmental Quality Act
Not applicable.
_____________________________________
Prepared by: Floy Andrews, Interim City Attorney
Chad Mosley, Public Works Director
Reviewed by: Benjamin Fu, Community Development Director Approved for Submission by: Tina Kapoor, Interim City Manager Attachments:

A – Draft Ordinance
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ORDINANCE NO. 2025- _____

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AMENDING TITLE 11, VEHICLES AND TRAFFIC, OF THE CITY OF CUPERTINO MUNICIPAL CODE SECTION 11.24.130 (PROHIBITED FOR MORE THAN SEVENTY-TWO HOURS), SECTION 11.27.050 (ISSUANCE OF PERMITS TO RESIDENTS AND MEMBERS OF DESIGNATED GROUPS), SECTION 11.28.010 (DEFINITIONS), AND SECTION 11.28.020 (PARKING OF OVERSIZED VEHICLES

RESTRICTED)
The City Council of the City of Cupertino finds that:

1. WHEREAS, the Cupertino Municipal Code presently includes certain restrictions on parking vehicles on public streets for more than seventy-two (72) consecutive hours; and

2. WHEREAS, there is an influx of vehicles, specifically oversized vehicles, that park on public right of way streets in the City of Cupertino for more than seventy-two (72) consecutive hours; and

3. WHEREAS, the extended parking of oversized vehicles in the City of Cupertino obstructs local traffic, creating a public nuisance for residents, and interfering with local commerce and business; and

4. WHEREAS, the City Council seeks to amend the Cupertino Municipal Code to restrict the parking of oversized vehicles overnight on public and residential streets.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CUPERTINO DOES ORDAIN AS FOLLOW:

SECTION 1. Adoption.

The City of Cupertino’s Municipal Code is hereby amended to read as follows:
“Sec. 11.24.130 Prohibited for More than Seventy-Two Hours.

A. No person who owns or has in their possession, custody, or control any vehicle or trailer shall park such vehicle or trailer upon any public street or alley for more than a consecutive period of seventy-two (72) hours. This prohibition shall apply to all vehicles parked or left standing within City limits unless explicitly exempt from this parking restriction by this section or another section of this code.

B. Any vehicle that has been parked or left standing in violation of this seventy-two (72) hour parking limit may be issued a citation or removed from the street in accordance with California Vehicle Code Section 22651.”
“Section 11.27.050 Issuance of Permits to Residents and Members of Designated Groups. 240
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01276.0011 2025028.3 8/20/2025
A. Residents and members of designated groups parking permits shall be issued by the Director of Public Works. No more than one parking permit shall be issued to each motor vehicle for which application is made. The Director of Public Works is authorized to issue such rules and regulations, consistent with this chapter, governing the manner in which residents shall qualify for parking permits.

B. Residents, as defined in Section 11.28.020, may apply for and receive up to twenty (20) parking permits per household, annually, to park their oversized vehicle, as defined in Section 11.28.010.

Residents can obtain these permits from the City. Resident parking permits will be valid for seventy-two (72) hours only, and must be displayed visibly on the dashboard of the authorized vehicle. Any permitted oversized vehicle must be moved a minimum of fifteen hundred (1500) feet after the expiration of the permit, and may not repark within fifteen hundred (1500) feet of the original space for the following seventy-two (72) hours, even with a new parking permit.” “Sec. 11.28.010 Definitions
A. “Camp car” means a vehicle with or without motive power which is designed for human habitation and which contains plumbing, heating or electrical equipment.

B. “Commercial vehicle” means any vehicle or part thereof required to be registered under the State of California Vehicle Code, which is used or maintained for the transportation of persons for hire, compensation, or profit, or designed, used or maintained primarily for the transportation of property, except passenger vehicles and house cars.

C. “Mobile home” means a vehicle, other than a motor vehicle, designed or used as semipermanent housing, designed for human habitation, for carrying persons and property on its own structure and for being drawn by a motor vehicle, and shall include a trailer coach.

D. “Oversized vehicle” shall mean any camp trailer, camper, fifth wheel travel trailer, house car, mobile home, trailer coach, or recreational vehicle as defined in California Vehicle Code Sections 242, 243, 324, 362, 396, 635 and California Health and Safety Code Section 18010. Additionally, any motorized vehicle, or combination of motorized and/or non-motorized vehicle(s), as defined in California Vehicle Code Section 670, in excess of 22 feet in length, and/or 6 feet in width and 7 feet in height, will also be considered an “oversized vehicle” for purposes of this chapter.

E. “Park” means to stand or leave standing any vehicle, whether occupied or not, otherwise than temporarily for the purpose of and while actively engaged in the loading or unloading of passengers or materials.

F. “Public streets” means all streets, lanes, places, avenues and portions thereof, including extensions in length and width, which have been dedicated by the owners thereof to public use, acquired for public use, or in which a public easement exists.

G. “Truck trailer” means a commercial vehicle without motive power designed to be drawn by a truck.

H. “Vehicle” means any boat, bus, trailer, motor home, van, camper (whether or not attached to a pickup or other vehicle), camp trailer, mobile home, motorcycle, automobile, truck, pickup, 241
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airplane, haul trailer, truck tractor, truck trailer, utility trailer, or parts thereof, or any device by which any person or property may be propelled, moved or drawn upon a public street, excepting a device moved exclusively by human power.”
“Section 11.28.020 Vehicle Parking Regulations.

A. Living or Sleeping Quarters. No vehicle, as defined in this chapter, shall be used for living or sleeping quarters on any public right of way, street, highway, alley, parking lot, park or other state-, county-, or city-owned property.

B. Rental of Vehicles for Living or Sleeping Quarters. No person shall rent, lease, let out, or otherwise loan any vehicle, as defined in this chapter, for use as sleeping or living quarters on any public right of way, street, highway, alley, parking lot, park or other state-, county-, or cityowned property in exchange for money, goods, or services.

C. Mobile Homes. Mobile homes, excluding travel trailers, are not permitted to be parked on public streets within the residential zones of the City.

D. Unmounted Campers. It shall be unlawful for any person to place, keep or maintain, or permit to be placed, kept or maintained, any unmounted camper on any public street.

E. Oversized Vehicle Parking. No person shall stop, stand, park or leave standing any oversized vehicle as defined in this chapter on any public right of way, street, highway, alley, parking lot, park or other state-, county- or city-owned property between the hours of 10 P.M. to 6 A.M. The provisions of this chapter shall not apply to oversized vehicles that have obtained a permit as provided in Chapter 11.27, or that are engaged in commercial activity within the City. Oversized vehicles parked overnight in violation of this chapter shall be guilty of an infraction, and upon conviction thereof, be punished as provided in Chapter 1.12.

F. Loading and Unloading and Utility Vehicles. The provisions of this chapter shall not apply to active loading or unloading of any vehicle, or to any public service or utility company vehicle while in the performance of service or maintenance work.

G. Construction Trailers. Trailers may be used for temporary offices on construction projects. A permit must be obtained from the City Building Department after satisfactory information has been given that the use is in compliance with the conditions of this chapter.” SECTION 2. Severability and Continuity.

The City Council declares that each section, sub-section, paragraph, sub-paragraph, sentence, clause, and phrase of this ordinance is severable and independent of every other section, sub-section, paragraph, sub-paragraph, sentence, clause and phrase of this ordinance. If any section, sub-section, paragraph, sub-paragraph, sentence, clause or phrase of this ordinance is held invalid, or its application to any person or circumstance be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, the City Council declares that it would have adopted the remaining provisions of this ordinance irrespective of such portion, and further declares its express intent that the remaining portions of this ordinance 242
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should remain in effect after the invalid portion has been eliminated. To the extent the provisions of this ordinance are substantially the same as previous provisions of the Cupertino Municipal Code, these provisions shall be construed as continuations of those provisions and not as an amendment to or readoption of the earlier provisions.

SECTION 3. California Environmental Quality Act.

This Ordinance is not a project under the requirements of the California Environmental Quality Act, together with related State CEQA Guidelines (collectively, “CEQA”) because it has no potential for resulting in physical change in the environment. In the event that this Ordinance is found to be a project under CEQA, it is subject to the CEQA exemption contained in the CEQA Guidelines section 15061(b)(3) because it can be seen with certainty to have no possibility that the action approved may have a significant effect on the environment. CEQA applies only to actions which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The activity is not subject to CEQA.

In this circumstance, the proposed action of prohibiting the parking of oversize vehicles in the same location for more than seventy-two (72) hours within City limits, would have no or only a de minimis effect on the environment because it is a procedural change that does not result in a physical change to the environment. The foregoing determination is made by the City Council in its independent judgment.

SECTION 4. Effective Date.

The Ordinance shall take effect thirty days after adoption as provided by Government Code Section 36937.

SECTION 5. Publication.

The City Clerk shall give notice of adoption of this Ordinance as required by law.

Pursuant to Government Code section 36933, a summary of this Ordinance may be prepared by the City Clerk and published in lieu of publication of the entire text. The City Clerk shall post in the office of the City Clerk a certified copy of the full text of the Ordinance listing the names of the City Council members voting for and against the Ordinance.

INTRODUCED at a regular meeting of the Cupertino City Council on September 3, 2025, and ENACTED at a regular meeting of the Cupertino City Council on ____________, 2025, by the following vote:

Members of the City Council
AYES:
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NOES:

ABSENT:

ABSTAIN:

SIGNED:

______________________
Liang Chao, Mayor
City of Cupertino

________________________
Date
ATTEST:

_______________________
Kirsten Squarcia, City Clerk

________________________
Date
APPROVED AS TO FORM:

_______________________
Floy Andrews, Interim City Attorney
Aleshire & Wynder, LLP

________________________
Date

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CITY OF CUPERTINO
Agenda Item
25-14164 Agenda Date: 9/16/2025
Agenda #: 17.

Subject: Memorandum of Understanding (MOU) between the City of Cupertino and other local public agencies in Santa Clara County to fund the Composting Education Program in the amount of $9,186.90 (January 2026 - June 30, 2027, with an option for a two-year extension) Authorize the City Manager to execute an MOU between the City of Cupertino and other local public agencies in Santa Clara County to fund the Composting Education Program and allocate $9,186.90 from Resource Recovery Fund 520 for Cupertino’s share of program costs for the term January 2026 - June 30, 2027, with no impact to the General Fund
CITY OF CUPERTINO Page 1 of 1 Printed on 9/11/2025
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PUBLIC WORKS DEPARTMENT

CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-5732
TELEPHONE: (408) 777-3354 • FAX: (408) 777-3333
CUPERTINO.GOV

CITY COUNCIL STAFF REPORT
Date: September 16, 2025
Subject
Memorandum of Understanding (MOU) between the City of Cupertino and other local public agencies in Santa Clara County to fund the Composting Education Program in the amount of $9,186.90 (January 2026 – June 30, 2027, with an option for a two-year extension).

Recommended Action
Authorize the City Manager to execute an MOU between the City of Cupertino and other local public agencies in Santa Clara County to fund the Composting Education Program and allocate $9,186.90 from Resource Recovery Fund 520 for Cupertino’s share of program costs for the term January 2026 – June 30, 2027, with no impact to the General Fund.

Executive Summary
The Composting Education Program (CEP) has been operating in Santa Clara County in collaboration with the University of California Cooperative Extension (UCCE) staff since 2014 and was supported by the County Solid Waste Planning Fee (SWPF). Due to declining SWPF revenue, interested jurisdictions propose to continue the program and fund the activity through an MOU. The term of the MOU is January 2026 – June 30, 2027, with an option to extend for two years with execution of a written amendment by all participating parties. Cupertino’s contribution will be a total of $9,186.90 for the initial term. This MOU will allow continued access to workshops, technical support, community engagement, and master composter training. The activities will be funded by the City through Resource Recovery Fund 520, with no impact to the General Fund. This program supports the requirements of SB1383 (California’s Short-Lived Climate Pollutant Reduction Strategy), Climate Action Plan 2.0 action W-2 to reduce overall waste, and action 11 of the City’s Zero Waste Policy to “continue to provide incentives and public training to support proper and effective backyard composting.” Background
The CEP supports waste reduction goals of both Cupertino and the County by engaging the community in sustainable waste management practices. Residents attend in-person classes where they are educated about home composting and are encouraged to turn food and yard 246
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waste into a nutrient-rich soil amendment that benefits their gardens and landscapes. In 2024, the CEP conducted 37 compost workshops, 21 events, and worked at 24 schools across Santa Clara County, including two events hosted in Cupertino. Fifty-two Cupertino residents attended workshops in 2024, up from 41 in 2023. The CEP also presented to a McClellan Ranch summer camp, regularly staffs a table at the Cupertino Earth & Arbor Day festival, and presents to students in Cupertino Union School District, most recently at Eaton Elementary School in early 2025.

The Composting Education Program has historically been funded by the Solid Waste Planning Fee (SWPF) which is assessed on each ton of waste disposed of in a landfill in Santa Clara County. In 2016, California Senate Bill 1383 (SB 1383) was adopted, setting goals to reduce the disposal of organic waste in landfills in an effort to reduce greenhouse gas emissions. The successful implementation of SB 1383 organics diversion programs has significantly reduced landfill disposal tonnage countywide, causing SWPF revenue to decrease. At the same time, the costs of the programs have been increasing.

With reduced SWPF revenues and rising costs, the Technical Advisory Committee (TAC) to the Santa Clara County Recycling and Waste Reduction Commission (RWRC) needed to find alternative funding avenues to continue providing access to this program. The SWPF revenues alone will not be sufficient to support the future of the CEP.

The cities of Cupertino, Gilroy, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, and the County of Santa Clara expressed interest in continuing to provide composting education services to residents by jointly funding the cost of the CEP through a Memorandum of Understanding (MOU). The CEP MOU was reviewed and accepted by the RWRC on August 27, 2025.

Reasons for Recommendation and Available Options
The MOU will ensure the ongoing operation of the CEP for participating jurisdictions that provide their respective share of costs to fund the program. The MOU’s funding will support

0.5 FTE for a program coordinator. The program coordinator will collaborate with UCCE staff to develop curriculum and training materials for master composter volunteers who deliver the training to the public.

The term of the MOU is January 2026 – June 30, 2027, with an option to extend for two years with execution of a written amendment by all participating parties. The MOU will be administered by Countywide Solid Waste Services, which currently provides contract and administrative services for the TAC to the Santa Clara County RWRC.

Below is a summary of services that will be provided under the scope of the MOU.  Educational Outreach and Workshops
o Workshop delivery – at least 25 workshops across the County, including 3-6 workshops specifically in the Central area of the county. o Community engagement – participation in 15 community events across the County, including some in Cupertino, such as Earth and Arbor Day Festival. 247
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o School composting education and support – support at least ten K-12 schools, 1500 students, and installation of compost systems in up to five K-12 schools (countywide).
 Technical Support and Services
o Direct assistance – referrals, online requests.
o Resource distribution – inform participants about access to free compost bins for Cupertino residents who complete trainings.
 Program Development and Expansion
o Regulatory compliance outreach – develop and expand outreach on SB1383 requirements, organic waste recycling, food waste reduction, and curbside collection.
o Demonstration site operation and enhancement
o Master composter volunteer training
Cost Sharing
The CEP costs are based on population. The total amount for the term of the MOU is $233,785.54 ($116,892.77 in FY 2025/26 and $116,892.77 in FY 2026/27). The City of Cupertino’s portion of the MOU is a total of $9,187 for the initial term of the MOU. Contributions are roughly based on the percentage of county population in each jurisdiction applied to an original program cost that assumed participation from all jurisdictions. The City of Cupertino share is

3.93% of the program after adjustments to remove non-participating jurisdictions.

Based on the findings outlined above, staff recommends that City Council authorize the City Manager to execute the MOU to fund the CEP, which provides workshops and education about home composting provided by the UCCE that directly supports the City's waste reduction goals by engaging the community in sustainable waste management practices.

Sustainability Impact
Composting education supports:
 The City’s Climate Action Plan 2.0 action W-2 to reduce overall waste disposed to garbage, recycling, and compost.
 Compliance with SB1383, California’s Short-Lived Climate Pollutant Reduction Strategy by providing resources and training to keep food scraps and other organics out of the landfill.
 Action 11 of the City’s Zero Waste Policy to “continue to provide incentives and public training to support proper and effective backyard composting.” Fiscal Impact
The City of Cupertino’s portion of the MOU is a total of $9,187 for the initial term of the MOU.

These funds will come from Resource Recovery Fund 520 using G/L 520-81-801 700-702 with no impact to the General Fund. If approved, staff will bring a budget adjustment in Q1 or as needed.

City Work Program (CWP) Item/Description
None
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Council Goal:

Composting education supports the City Council goal of Environmental Sustainability.

California Environmental Quality Act
No California Environmental Quality Act impact.
_____________________________________
Prepared by: Ursula Syrova, Environmental Programs and Sustainability Manager Reviewed by: Chad Mosley, Director of Public Works
Floy Andrews, Interim City Attorney
Approved for Submission by: Tina Kapoor, Interim City Manager Attachments:

A – FY 25-27 Draft MOU
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MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES

IN SANTA CLARA COUNTY

FOR THE COMPOSTING EDUCATION PROGRAM
This Memorandum of Understanding (“MOU”) is entered into by and between the cities of Cupertino, a municipal corporation of the state of California; Gilroy, a municipal corporation of the state of California; Morgan Hill, a municipal corporation of the state of California; Mountain View, a municipal corporation of the state of California; Palo Alto, a municipal corporation of the state of California; San José, a municipal corporation of the state of California; Santa Clara, a municipal corporation of the state of California; and the County of Santa Clara, a political subdivision of the State of California; collectively “Parties” or individually as a "Party."

RECITALS
A. The signatory Parties are also “PARTIES” to the Memorandum of Agreement (“MOA”) entered into on June 14, 2013 for the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee (“TAC”), which is a separate Committee created to assist the County of Santa Clara Recycling and Waste Reduction Commission (“RWRC” or “Commission”) that advances the interests of Party Jurisdictions by performing technical and policy review to inform parties and advise the Commission on solid waste management issues, and bring together varied expertise and viewpoints for planning and implementing the Commission approved annual workplan and budget. The MOA, which remains in effect, is attached hereto and incorporated herein by reference as (“Exhibit A”).

B. The participating Parties have previously agreed to jointly administer and fund the cost of the Composting Education Program (the “Program”).

C. The RWRC is scheduled to review and accept this MOU and associated financial contributions to incorporate into the Commission budget as Countywide Funds at the August 27, 2025, meeting.

D. The Parties desire to execute this MOU is to ensure ongoing operation of the Program for participating jurisdictions and to provide each Party’s respective share of costs to fund the Program. 250
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NOW, THEREFORE, the Parties agree as follows:

SECTION 1. PURPOSE OF THE MOU
The purpose of this MOU is to establish a system of:
1) Management and operation of the Program from January 1, 2026, to June 30, 2027. The Program will also cover the costs from July 1, 2025, to December 31, 2025, and will be reimbursed retroactively from July 1, 2025, upon execution of the MOU. 2) Payment by the Parties for their share of the costs for implementation of the Program as referenced in (“Exhibit B”).

SECTION 2. TERM AND EFFECTIVE DATE
The agreement will become effective upon execution by all parties or by January 1, 2026, whichever comes first.

SECTION 3. EXTENSION
The MOU may be extended in two-year increments, initially from July 1, 2027, to June 30, 2029, and thereafter upon approval by the Parties.

SECTION 4. DEFINITIONS
The original 2013 Memorandum of Agreement entered into between the Parties (and as may be amended from time to time) defined in detail the duties of the TAC Administrator, Contracting Agent (currently the City of Morgan Hill in its capacity as Countywide Solid Waste Services), and Fiscal Agent (currently Santa Clara County), and those definitions from the MOA shall apply to this MOU. For ease of reference, those definitions are summarized below.

4.1 The TAC Administrator provides administration and management services to the TAC and carries out the annual workplan.

4.2 The Contracting Agent executes contracts with outside contractors, including the Administrator and the Fiscal Agent that have been requested and approved by the Implementation Committee.

4.3 The Fiscal Agent serves as the treasurer of the Countywide Funds and is responsible for collecting the Solid Waste Planning Fee from all solid waste disposal facilities and non-disposal facilities located within Santa Clara County.

SECTION 5. RESPONSIBILITIES OF THE TAC ADMINISTRATOR AND CONTRACTING AGENT
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5.1 The TAC Administrator will provide administration and management of the Program. These duties include overseeing the work of the Program, development of the budget, and inclusion of the Program in the annual work plan and budget. The costs to perform these duties will be included in the annual workplan and budget designated as Countywide Funds for the Program as defined in the MOA.

5.2 Contracts executed by the Contracting Agent for the Program, TAC Administrator and Fiscal Agent will be based on the approved budget for the Program. The Contracting Agent will provide an invoicing system to pay the Program, TAC Administrator, and Fiscal Agent. The Contracting Agent shall provide the TAC Administrator with the proposed costs to perform these duties. The signatory Parties to this MOU (except when acting in their authorized capacities as Contracting Agent, TAC Administrator, and Fiscal Agent) are not direct parties to the third-party contracts entered into by those agents.

SECTION 6. RESPONSIBILITIES OF THE FISCAL AGENT
The Fiscal Agent will collect and receive funds from the Parties for implementation of the Program. Funds will be segregated from the Countywide Solid Waste Program Funds in separately numbered and coded accounts that are readily identifiable as those containing Program or Countywide Solid Waste Program Funds. The Fiscal Agent shall not expend, use, or transfer any Program funds except in accordance with the annual work plan and budget.

The Fiscal Agent shall provide the TAC Administrator with the proposed costs to perform these duties as part of the annual work plan budget development process.

SECTION 7. RESPONSIBILITIES OF THE PROGRAM
The Program will implement the scope of work specified in Exhibit D to this MOU (“Exhibit D”).

SECTION 8. RESPONSIBILITIES OF THE PARTIES
The Parties will share costs of implementing the Program as described in Exhibit B and undertake the duties assumed by the Parties as described in this MOU (“Exhibit C”).

SECTION 9. PAYMENTS UNDER THIS MOU

9.1 The Parties agree to share costs of the Program based on population size as defined in the cost share matrix contained in Exhibit B.
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9.2 The Parties agree to pay forth costs identified in the budget and approved through the Implementation Committee of the RWRC. For Fiscal Year 2025-2026, the Fiscal Agent shall invoice the Parties for the amounts specified in Exhibit B by no later than November 30, 2025, and the Parties shall submit payment for those invoices by January 1, 2026. For Fiscal Year 2026-2027, and each year thereafter (upon execution of an extension of this MOU) the Fiscal Agent shall invoice the Parties by May 30th of each year, and the Parties shall submit payment for those invoices by no later than June 30th of each year. Each Party will make their payment to the Fiscal Agent based on the invoice amount within thirty (30) calendar days of receipt.

9.3 The Fiscal Agent will ensure that the Program account is segregated from the Solid Waste Program Fee Fund account managed pursuant to the MOA.

SECTION 10. BOOKS AND ACCOUNT
The Fiscal Agent will keep complete and accurate financial records, including funding contribution amounts from each Party, date of invoice request, and payment submittals, and shall report this information in Quarterly Reports submitted to the IC and the RWRC as required in the MOA. Upon reasonable notice to the Fiscal Agent, any Party to this MOU may inspect the financial records related to this MOU.

SECTION 11. FURTHER ASSURANCES
Each Party will adopt, execute, and make any and all further assurances, documents, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the Parties’performance of their obligations under this MOU.

SECTION 12. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to all other Parties as follows:

12.1 Authority: Each Party has the full legal right, power and authority under the laws of the State of California to enter into this MOU and to carry out all of its obligations herein.

12.2 Due Execution: Each Party’s representatives who sign this MOU are duly authorized to sign and bind their respective agency.

12.3 Valid, Binding, and Enforceable Obligations: This MOU has been authorized and executed by each Party and constitutes the legal, valid, and binding agreement of the Parties, and is enforceable according to its terms.

SECTION 13. REMEDIES NOT EXCLUSIVE
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No remedy herein conferred upon or reserved in this MOU is exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy provided hereunder or hereafter existing in law or in equity or by statute or otherwise, and all remedies may be exercised without exhausting and without regard to any other remedy.

SECTION 14. INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Parties agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees , and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees, or agents, under or in connection with or arising out of any work, authority, or Jurisdiction delegated to such Party under this MOU (including but not limited to work engaged in or contracts entered into by a Party acting in their capacity as Contracting Agent, Program Manager, TAC Administrator, or Fiscal Agent.). No Party, nor any officer, board member, or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of any other Party hereto, its officers, board members, employees, or agents, under or in connection with or arising out of any work authority or Jurisdiction delegated to such other Party under this MOU, as indicated in this Section. The obligations set forth in this paragraph will survive the termination and expiration of this MOU.

SECTION 15. SEVERABILITY
The provisions of this MOU shall be severable, and if any clause, sentence, paragraph, provision or other part shall be adjudged by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this MOU will be valid and binding on the Parties.

SECTION 16. AMENDMENTS
This MOU may only be amended by a written instrument signed by each of the Parties.

SECTION 17. COUNTERPARTS
This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

SECTION 18. USE OF ELECTRONIC SIGNATURES
Unless otherwise prohibited by law, the Parties agree that an electronic copy of a signed contract, or an 254
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electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the Parties. Should any Jurisdiction not permit electronic signatures only their copy of the MOU must be signed in the conventional manner.

SECTION 19. INTERPRETATION, PRIOR AGREEMENTS AND AMENDMENTS.

This MOU, including all Exhibits attached hereto, represents the entire understanding of the Parties as to those matters contained herein. In the event that the terms specified in any of the Exhibits attached hereto conflict with any of the terms specified in the body of this MOU, the terms specified in the body of this MOU shall control. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This MOU may be modified only by a written amendment duly executed by the Parties to this MOU. This MOU is intended to supplement the original MOA and does not replace the original MOA. The MOA shall remain in effect and to the extent that there are any contradictions between this MOU and the original MOA, the provisions in this MOU shall prevail.

SECTION 20. WITHDRAWAL FROM MOU
No individual Party may withdraw from this limited term Agreement on or before June 30, 2026. Any Party wishing to withdraw on or after June 30, 2026, must provide a sixty (60) day notice to the Contracting Agent. Withdrawal by a Party does not affect the cost contributions of the remaining Parties.

SECTION 21. NO LEGAL RELATIONSHIP
By entering into this MOU, the Parties are neither forming, nor do they intend to form a partnership, agency, or any other legal entity relationship. No Party is authorized to bind or to act as the agent or legal representative of the other Party for any purpose, and neither Party is granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of any other Party.

SECTION 22. GOVERNING LAW, VENUE
This MOU has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this MOU shall be in the County of Santa Clara.
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MEMORANDUM OF UNDERSTANDING

AMONG LOCAL PUBLIC AGENCIES IN SANTA CLARA COUNTY

FOR THE COMPOSTING EDUCATION PROGRAM
IN WITNESS HEREOF, the Parties have executed the MOU as of the last date set forth below:

City of Cupertino – City Manager Approval as to form, Senior Assistant City Attorney
Date:_____________________________ Date:_____________________________ City of Gilroy- Public Works Director Approval as to form, Gilroy City Attorney
Date: Date:

City of Morgan Hill, as a Party and as
Contracting Agent and TAC
Administrator
Approval as to form, Morgan Hill City
Attorney
Date: Date:
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City of Mountain View- Public Works
Director
City of Mountain View – Finance and
Administrative Services Director
Date: Date:

City of Mountain View- City Manager Approval as to form, Mountain View Senior Assistant City Attorney
Date: Date:

City of Palo Alto – City Manager Approval as to form, Palo Alto Assistant City Attorney
Date: Date:

City of Santa Clara - City Manager Approval as to form, Santa Clara City Attorney
Date:____________________________ Date:_____________________________ 257
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County of Santa Clara, as a Party and as
Fiscal Agent - Chief Operating Officer
Approval as to form and legality, Santa
Clara County Deputy County Counsel
Date:_____________________________ Date:_____________________________ City of San José, Director of the City
Manager's Office of Administration,
Policy and Intergovernmental Relations
Approval as to form, San José
Senior Deputy City Attorney
Date:___________________________ Date:_____________________________ 258
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I·-,

AGREEMENT

CREATING THE SANTA CLARA COUNTY

RECYCLING AND WASTE REDUCTION

TECHNICAL ADVISORY COMMITTEE
THIS AGREEMENT, is made·and entered into this 4 ±::~ day of JU V\ e. 2013 by and between the COUNTY OF SANTA CLARA, a political subdivision of the State of California; CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF GILROY, a municipal corporation .of the State of California, CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MORGAN HILL, a municipal corporation of the State of California, CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO AL TO, a municipal corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a chartered municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; and CITY OF SUNNYVALE, a municipal corporation of the State of California.

All of the above-mentioned entities are hereinafter collectively referred to as "PARTIES" or individually as "PARTY."
RECITALS:

A. In 1989, the California Legislature passed and enacted the California Integrated Waste Management Act, known as "AB 939", (Public Resources Code Section 40000 et. seq) requiring jurisdictions to divert 25% of waste from disposal by 1995 and 50% of waste ·from disposal by 2000. AB 939 required each County to develop and periodically update . a County Integrated Wast~ Management Plan and to appoint an AB 939 Local Task Force. ·
B. Prior to 1992, the Solid Waste Committee of the Santa Clara County Intergovernmental Council advised the cities and the County on solid waste and recycling issues. The Technical Advisory Committee, also originally convened by the Intergovernmental Council, provided technical advice to the Solid Waste Committee on solid waste and recycling issues.

C. On or about February 1992, the Santa Clara County Board of Supervisors and the cities in Santa Clara County designated the Solid Waste Committee of the Intergovernmental Council as the AB 939 Task Force for Santa Clara County.

D. On February 4, 1992, the Santa Clara County Board of Supervisors replaced the Solid Waste Committee of the Intergovernmental Council with the Solid Waste Commission of Santa Clara County ("Commission") in order to streamline the 5/6/13 JUN o 4 2013 259
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TAC MEMORANDUM OF AGREEMENT
decision-making process on solid waste and recycling issues. (Ordinance No. NS300.495) The powers and duties of the Commission are defined in Chapter XVII, Division A6 of the County of Santa Clara Ordinance Code.

E. On December 4, 2001, the Santa Clara County Board of Supervisors approved Ordinance No. NS-300.658 changing the name of the Commission to the Recycling and Waste Reduction Commission of Santa Clara County.

F. The Commission advises city councils and the Board of Supervisors in Santa Clara County on countywide solid waste and recycling planning issues and on the County Solid Waste Management Plan/County Integrated Waste Management Plan.

G. The By-Laws of the Commission (also approved by the County Board of Supervisors on February 4, 1992) continued the existence of the Recycling and Waste Reduction Technical Advisory Committee (the ''TAC"). The purpose of the TAC was to provide technical advice to the Commission on solid waste management and policy; to bring together a wide spectrum of viewpoints and expertise on countywide solid waste and recycling issues affecting individual jurisdictions; and to assist in development of policies, programs and revisions and amendments to countywide plans. ' H. On an annual basis, the TAC prepares and submits an Ann.ual Workplan and Budget for review and approval by the Commission. The Commission-approved Annual Workplan is then implemented by the TAC using funds in the Commission-approved Annual Budget.

I. In accordance with the AB 939,provisions for financing solid waste diversion and planning activities, the County of Santa Clara levies and c~llects the Countywide Solid Waste Planning Fee C'SWPF") on each ton of solid waste disposed at landfills located within the County, on tons taken to non-disposal facilities located within the county .and subsequently transported for disposal to landfills outside Santa Clara County, and on tons transported directly to disposal facilities located outside Santa Clara County. The current SWPF of $0. 78 per ton was established by the County Board of Supervisors on May 19, 2009. Funds from the SWPF are used to fund the activities and programs of the Commission and the TAC. In addition, funds from grants, voluntary contributions from other agencies and other revenue sources are used to fund these activities and programs. Such funds, including monies from the SWPF, are referred to herein as "Countywide Funds".

J. In 2011, Assembly Bill 341 ("AB 341 ") was signed into law establishing a statewide goal of diverting 75% of solid waste from disposal by 2020 and requiring The California Department of Resources, Recycling and Recovery to prepare and submit a plan to the Legislature on or before January 1, 2014 on how to achieve this goal.

K. Since the TAC was o~iginally established, the field of solid waste management and recycling has become much more complex and the PARTIES must comply with an increasing number of laws and regulations. In order to achieve the statewide goal of 75% diversion, many materials currently disposed in landfills must be segregated and 5/6/13. ·• . ;; :
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processed at new facilities, and channeled into useful purposes. New infrastructure, diversion systems and enhanced producer responsibility measures must be implemented in order to accomplish this goal.

L. Commensurate wit_h changes in the breadth and complexity of the solid waste and recycling field, the work and functions of the TAC have evolved over time to encompass not only providing advice to the Commission, but also recommending, implementing and monitoring countywide public education and diversion programs included in the Commission-approved Annual Workplan and Budget where it is cost effective for the PARTIES to jointly provide such programs.

M. The. TAC requires expanded powers and authority to monitor ongoing staffing support for programs in the Commission-approved Annual Workplan as well as the power and authority to recommend, monitor and audit the funding for these programs, at the levels contained in the Commission-approved Annual Budget.
. N. In order to address these issues, the Commission appointed the Ad Hoc Committee for TAC Organizational Study, and the TAC appointed the TAC Ad Hoc Organizational Study Subcommittee. Pursuant to recommendations from these Committees, the County retained Arroyo Associates in 2010 to conduct an independent Organizational Study. The study evaluated the countywide integrated waste management programs and services and provided operational and organizational recommendations to enhance the efficiency and effectiveness of the countywide solid waste management system. The Commission's Ad Hoc Committee held a meeting on May 29, 2012 with representatives of the TAC and the public to discuss the recommendations of the Organizational Study and options for restructuring the operating parameters of the TAC.

0. The purpose of this Agreement is to implement the recommendations of the Commission's Ad Hoc Committee and the TAC Ad Hoc Subcommittee to revise the functions, powers, membership, structure and duties of the TAC to make these consistent with the manner in which the TAC currently functions; and to simplify the reporting relationship between the Commission and the TAC. Such changes are desired by the PARTIES in order to facilitate countywide and regional approaches for meeting the statewide goal of 75% diversion articulated in AB 341; remaining in compliance with the existing requirements of AB 939, SB 1016 and all other state and federal laws and regulations, and planning for the goal of zero waste in the future.

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

I. PURPOSES AND FUNDING
The Santa Clara County Recycling and Waste Reduction Technical Advisory Committee ("TAC") is hereby established to replace the Recycling and Waste Reduction Technical Advisory Committee referred to in Article V of the Commission Bylaws dated October 2001.

A. Purposes. The purposes of the TAC are:
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1. To implement the Commission-approved Annual Workplan and Budget;

2. To advise the Commission and the decision-making bodies of all· PARTIES on technical and policy issues related to solid waste management and recycling including plans to achieve the statewide AB 341 goal of 75% diversion by 2020 and plans for working toward the goal of zero waste;

3. To bring together a wide spectrum of viewpoints and expertise to focus on countywide solid waste management, issues affecting individual communities, and solid waste and recycling issues affecting public environmental health;

4. To assist in development of policies, programs and revisions and amendments to countywide plans that can meet countywide needs and, thus, receive countywide approval;

5. To provide a forum for exchange of solid waste, recycling, composting and other diversion information;

6. To inform the PARTIES' respective agencies and jurisdictions about issues and recommendations of the Commission, and perform follow-up actions, as necessary;

7. To recommend Commission approval of countywide programs to maximize the effectiveness of local funds spent for public education and recycling programs, and to implement and monitor such programs.

8. To assist with future master planning for facilities and infrastructure, as requested by the Commission.

9. To perform technical and policy review and make technical and policy recommendations to the Commission and technical recommendations to the PARTIES concerning best practices in solid and hazardous waste management; recycling, composting, diversion programs, source reduction; litter reduction on land; reduction of litter that originates from the storage, collection, transportation, and processing of solid waste, recyclable materials and organic materials that affects water quality in local creeks, San Francisco Bay, and oceans; and 'cradle-to-cradle' extended producer responsibility for products and packaging from creation through use and ultimate recycling or other disposition, with regard to:
a. The feasibility of technical proposals;
b. Analysis of issues and problems in solid waste management; c. Proposed and/or needed national and state legislation and policies; d. New infrastructure required to achieve countywide goals, and; e. Financing and management options for creation of such infrastructure.

10. To perform other duties as directed by the Commission . . B. Funding. The TAC is funded by the Solid Waste Planning Fee ("SWPF") that is charged to customers by the operators of all disposal and non-disposal facilities located within the County of Santa Clara, and remitted, by those facility operators, to the County of Santa Clara. The SWPF is also charged on tons of solid waste that are hauled directly to out-of-county disposal facilities. The amount of the SWPF is established by the Board of Supervisors based upon·input and recommendations from the Commission and the TAC Implementation Committee. Additional revenues come from grants, voluntary contributions of other agencies and other sources. These, together with the SWPF funds constitute the Countywide Funds used to fund the Commission-approved Annual Workplan and Budget.
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II. COMPOSITION
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A. Voting members, not to exceed 27 in number, shall include:

1. One (1) staff person from each City or Town that is a PARTY

2. Three (3) staff persons from the County as follows:
a. One (1) to represent the Unincorporated Area
b. One (1) to represent County interests related to environmental health c. One (1) to represent County interests related to integrated waste management

3. One (1) staff person from the Santa Clara Valley Water District

4. Up to eight (8) persons from non-governmental organizations appointed by the Commission as follows:
a. No more than three (3) representing for-profit industry groups and/or business organizations (however, no member shall represent a single for-profit company)
b. No more than four (4) representatives of non-profit groups that advocate for source reduction, recycling programs, sustainability, and/or producer responsibility
c. No more than two (2) representatives of institutions of higher learning located within Santa Clara County
B. Appointment of Members. All members representing a public agency shall be redesignated annually via a letter on agency letterhead addressed to the TAC Administrator ("Administrator"). The Commission will accept requests and nominations for nongovernmental organizations to serve on the TAC. The Administrator will publish a notice in a daily local newspaper of general circulation to a minimum of two-hundred fifty thousand (250,000) people in September of every other year announcing that nominations and requests to serve are being accepted. The Administrator will take other reasonable and cost-effective measures to distribute the announcement via other media, including, but not limited to, websites, local publications and social media, to reach persons who might not see the notice in a daily newspaper. The Commission will select the non-governmental organizations to be represented on the TAC. Those organizations will, in turn, submit a letter to the Administrator designating a member and an alternate.

Members representing non-governmental organizations shall serve for a period oftwo (2) years beginning in January. At the end of that time, the Commission shall select the nongovernmental organizations to be represented on the TAC for the new two (2) year term.

The initial group of non-governmental organization representatives will be selected by the Con·1mission on or before December 31, 2013 and will begin serving their terms on January 1, 2014. The Administrator will publish a notice in the newspaper, and distribute the notice via other suitable media, in September 2013 announcing that the Commission will consider nominations and applications for non-governmental organizations to be represented on the TAC.

C. Alternates. Each PARTY may designate one or more alternate representative(s) to serve in the absence of the regular member. The alternate(s) will be designated in writing as described in Section II B. Alternates may serve on TAC committees, 5 263
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subcommittees, and ad hoc subcommittees.

D. Vacancies. Each PARTY is responsible for designatir,g a replacement for its member ifthe member can no longer serve. In the ·event of a vacancy, the Chair shall, by letter, request that the PARTY designate a new member. lfa vacancy occurs with regard to a representative of a non-governmental organization, the Administrator shall notify the non-governmental organization to designate a new member. In the event the non-governmental organization declines, the TAC shall notify the Commission and request that a new non-governmental organization be selected to fill the remainder of the term created by the vacancy.

E. Attendance. Attendance at meetings is vital to the proper and effective functioning of the TAC. Three (3) consecutive absences or a member missing over ·fifty percent (50%) of the TAC meetings in a calendar year are sufficient grounds for the Administrator to notify the member and request their attendance. Should a PARTY be unable to send its representative to meetings for an extended period of time, the PARTY shall notify the Chair in writing on letterhead and a replacement representative will not be requested from that PARTY.

Ill. QUORUM AND VOTING
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A. Quorum. A quorum consists of thirteen (13) voting members physically present at a meeting.

B. Voting. Actions of the TAC shall be taken by a majority vo_te of the members present at the meeting. Each member has one vote. (See Section VI B for voting and quorum requirements for the Implementation Committee that differ from those for the full TAC.)
C. Attendance From A Remote Location. In the event of an unavoidable schedule conflict, a member may participate in a meeting from a remote location via telephone or video-conference provided that all requirements of the Brown Act (Government Code Section 54950, et seq.) are met and further provided that the scheduled meeting room has the technical capability to accommodate the request. In such event, the member will notify the Administrator at least ten (10) days in advance of the meeting and ask to attend from a remote location. The Administrator will advise the member if this is possible. If so, the Administrator will comply with all Brown Act requirements including stating the alternate location in the meeting notice. The member shall also comply with all Brown Act requirements in Government Code Section 54953 (b), including, but not limited to, posting a meeting notice and agenda on the door of the remote location for the duration of the meeting, and allowing members of the public to participate in the meeting from the remote location along with the member. The member's vote will be counted; however, the member will not be included in the count to determine a quorum. Attendance from a remote location is to be used only in rare cases of unavoidable schedule conflicts. hperson attendance and participation at meetings is strongly preferred and encouraged.

D. Bylaws. The TAC may, as necessary, recommend adoption of Bylaws for its 6 264
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governance to the Commission for approval, and operate according to Bylaws approved by the Commission. In the event revisions to Commission-approved Bylaws are desired, the TAC may recommend such revisions to the Commission.

IV. OFFICERS AND THEIR RESPONSIBILITIES
A. Officer Positions. The officers of the TAC shall be the Chair, Vice Chair, and the Subcommittee Chairs. The Chair and Vice Chair of the TAC must be voting members or .alternates representing a PARTY.

B. Election and Term. Each officer shall be elected by majority vote of a quorum of the voting membership at the last meeting of each calendar year or as soon thereafter as possible. All officers' terms begin with the first meeting of each calendar year.

C. Dutie$. The Chair of the TAC shall be responsible for chairing all meetings of the TAC and the Implementation Committee {IC), and representing the TAC and the IC at Commission meetings. The Chair shall approve the draft agendas for TAC and IC meetings, except that any agenda item proposed by two (2) or more voting members must be placed on the next available agenda. The Vice Chair shall serve as the Chair in the Chair's absence. The Chairs of the Subcommittees shall be responsible for calling meetings of their respective Subcommittees and chairing those meetings. The Subcommittee Chairs shall approve the draft agendas for their respective Subcommittees except that any items proposed by two {2) or more voting members of a Subcommittee shall be placed on the next available Subcommittee agenda.

V. MEETINGS
A. Meetings. The TAC shall meet monthly at the time and place published on the agendas. Additional meetings may be called as needed. The Chair shall provide every member of the TAC with seventy-two (72) hours written notice of regular and additional TAC meetings. The agenda for each meeting shall be developed by the Administrator in consultation with the TAC Chair, and shall be approved by the Chair.

B. Conduct of Meetings. All meetings of the TAC, including all Committees, Subcommittees, Ad Hoc Committees and Subcommittees and any closed sessions with legal counsel, shall be properly noticed and conducted in accordance with the "Brown Act" (Government Code Section 54950 et seq.) Except for official meetings of the TAC and it$ Committees, Subcommittees and Ad Hoc Committees and Subcommittees, nothing herein shall be interpreted to require meetings between staff members of the individual PARTIES (including designated representatives of the PARTIES) to be subject to the Brown Act, where the Brown Act would not otherwise apply. Each PARTY is individually responsible for ensuring it complies with the Brown Act. Wherever this Agreement is silent with regard to procedure, Robert's Rules of Order shall apply.

VI. IMPLEMENTATION COMMITTEE
A. Composition and Duties. The TAC Implementation Committee {IC) is comprised of one voting member from each PARTY to this Agreement plus one voting member from the Santa Clara Valley Water District {SCVWD). The PARTY'S 5/6/13 7
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IC representative is usually also the PARTY'S TAC representative. Each PARTY and the SCWJD may also designate an alternate. The purpose of the IC is to make decisions and recommendations on all fiscal, management and administrative issues of the TAC. The IC selects, monitors and provides oversight of the Administrator, the Fiscal Agent, the Contracting Agent, and legal counsel to the TAC. The IC recommends the level and setting of the SWPF to the Commission.

B. Quorum, Voting and Meetings. A quorum of the IC is nine (9) voting members. {Note: the City of San. Jose representative counts as two (2) voting members toward the IC quorum.) The affirmative vote of at least eight (8) voting members of the IC, including PARTIES collectively representing at least forty percent {40%) of the population of the incorporated and unincorporated areas of the County of Santa Clara, is necessary to approve any measure brought before the IC. {For purposes of calculating whether or not the forty percent (40%) figure has been reached, the population of each PARTY shall be counted; however, no population shall be attributed to the SCWJD due to the fact that it encompasses such a large percentage of the population of the entire incorporated and unincorporated County.) Each member of the IC shall have one vote, with the exception of the City of San Jose which shall have two {2) votes. The IC shall meet at least annually to consider and recommend approval of the Annual Workplan and Budget to the Commission for the upcoming fiscal year. The Chair may call other meetings of the IC as needed. All IC meetings are open to the public and to all TAC members.

Participation and discussion by all TAC members and by members of the public is encouraged. The Chair of the IC forwards all recommendations made by the IC directly to the Commission, and also makes an informational report to the TAC on the recommendations forwarded to the Commission. The Chair shall strive to achieve consensus among IC members. Consensus is defined as general agreement in sentiment or belief. If clear consensus cannot be reached, the Chair will call for a vote of the voting members present. In such event, the Chair will report the recommendation of the IC along with the dissenting opinion{s) and viewpoints, to the Commission and to the TAC. In the event of a tie, the Chair will report that outcome and the viewpoint(s) expressed that led to that outcome. In the alternative, the Chair may, in the Chair's sole discretion, re-agendize the item for another IC meeting.

C. Use of Outside Contractors. The IC is responsible for selecting any consultant{s) or contractor(s) {"Outside Contractors") to perform tasks included in the Commissionapproved Annual Workplan and Budget and who are to be paid from Countywide Funds, using a process created in consultation with the Contracting Agent. The IC is responsible for reviewing and approving the parameters of any contracts with Outside Contractors, including the scope(s) of work, schedules of performance, use of subcontractors, and compensation for such Outside Contractors. The IC then directs the Contracting Agent to conduct the procurement process for Outside Contractors and to execute contracts with the selected Outside Contractor{s).
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VII. TAC SUBCOMMITTEES
A. Issue and Policy Subcommittees. Issue and policy subcommittees shall be established as needed by the TAC. The TAC will evaluate and establish standing Subcommittees in December of each year. Additional Subcommittees may be established at other times throughout the year as needed.

B. Membership and Meetings. Membership on all issue and policy Subcommittees is open to all TAC voting members and designated alternates. There is no maximum size for each Subcommittee. The TAC shall appoint a Chair for each Subcommittee. A quorum is two (2) or more Subcommittee members. Subcommittees may elect a ViceChair to serve in the Chair's absence. Subcommittee chairs shall be responsible for calling and chairing meetings. The Subcommittee chairs shall approve the draft agenda and report the activities and recommendations of the Subcommittee to the TAC.

Subcommittee chairs shall strive to achieve consensus among members. Consensus is defined as general agreement in sentiment or belief. If clear consensus cannot be reached, the Chair will call for a vote of the voting members present. In such event, the Chair will report the recommendation of the Subcommittee along with the dissenting opinion(s) and viewpoints, to the TAC. In the event of a tie, the Subcommittee Chair will report that outcome and the viewpoint(s) expressed that led to that outcome. In the alternative, the Subcommittee Chair, in consultation with the TAC Chair, may decide to re-agendize the item for discussion at another meeting.

C. Ad Hoc Subcommittees. The TAC may establish Ad Hoc Subcommittees as needed to address specific issues or problems. The TAC shall appoint a Chair for each Ad Hoc Subcommittee. All Ad Hoc Subcqmmittees shall follow the same operating procedures as the standing issue and policy subcommittees. The TAC Chair shall monitor the work of all Ad Hoc Subcommittees, and all such Subcommittees shall be promptly disbanded by the TAC once their tasks have been accomplished.

VIII. TAC ADMINISTRATOR
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A. Duties. The TAC Administrator provides administration and management services to the TAC and carries out the Annual Workplan. Duties of the Administrator include, but are not limited to: scheduling meetings of the TAC and all committees, subcommittees, and ad hoc subcommittees; preparing agendas and meeting minutes; maintaining all TAC records and files; notifying the TAC of correspondence received and preparing outgoing correspondence; completing all tasks in the Annual Workplan; providing monthly reports at TAC meetings on the status of the Workplan; and other duties as directed by the IC. The Administrator reports to the Chair of the TAC. The Administrator shall work cooperatively and collaboratively with the IC, the Fiscal Agent and the Contracting Agent. The Administrator is paid from funds in the adopted TAC budget.

B. Selection. The IC shall select a PARTY or an Outside Contractor to serve as the Administrator for the TAC. The IC will receive and evaluate proposal(s) and make a recommendation to the Commission on selection of an Administrator, as further described in Attachment 2.
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C. Initial Administrator. The initial Administrator for the TAC shall be the County of Santa Clara, Integrated Waste Management Division ("County IWMD"). The initial staff provided is described on Attachme:tot 1. In the event of a change in the initial staff, the procedures described in Attachment 2 shall be followed. In the event the IC determines there is a need for a change in the Administrator in the future (due to costs, availability of designated employees or for other reasons), or in the event the County IWMD is unable or unwilling to serve, the procedures for selection of a new Administrator in Attachment 2 shall be followed. ·
D. If Administrator Is Also A PARTY. In the event the Administrator is a PARTY, that PARTY shall appoint a TAC/IC representative whose function is to represent the PARTY's point of view on issues, policy and fiscal matters. The PARTY'S TAC/IC representative shall be a person who is not be involved in the work of the Administrator.

This designation shall be made in writing on the PARTY'S letterhead to the Chair of the TAC. The person(s) fulfilling the duties of the Administrator shall act as staff to the TAC, TAC committees and subcommittees, and to the IC.

E. Contract With Administrator. All duties and responsibilities of the Administrator, and a list and description of all staff assigned to provide Administrator services, shall be included in a contract between the Contracting Agent and the Administrator. The contract term may be for a single year or for multiple years, at the discretion of the IC. In the event that the Administrator is a PARTY, a letter agreement will be prepared between the Contracting Agent and the Administrator, containing all of the duties, responsibilities, staffing commitments and costs for the Administrator to serve for the upcoming fiscal year. The letter agreement will include the Annual Workplan and costs for the Administrator's services. The letter agreement shall state that the Administrator agrees to provide the described services at the approved costs for the upcoming fiscal year and that all employee and overhead costs will be maintained at the levels specified in the agreement for that fiscal year. With regard to the initial Administrator, the first letter agreement shall be prepared and executed prior to July 1, 2014 to reflect the costs and the scope of work to be performed for FY 2014/15. If the Administrator and the Contracting Agent are the same PARTY, the letter agreement will be prepared and signed by a staff person designated to represent the Administrator and also signed by a separate staff person designated to represent the Contracting Agent.

F. Annual Workplan and Budget. As the work of the TAC progresses each year, the Administrator will maintain a list of potential work items to be placed in the Annual Workplan for the upcoming fiscal year. Beginning with preparation ofthe Annual Workplan and Budget for fis.cal year 2014/15, the following schedule will apply. In November of each year, the IC will review the list of potential work items compiled by the Administrator, add additional items as needed, and direct the Administrator to prepare a proposed Workplan and Budget for the upcoming fiscal year. The proposed Annual Workplan will contain the elements described in Attachment 3.

The Administrator shall submit the final draft of the proposed Annual Workplan and 10 268
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Budget to the IC no later than December 15 of each year. If required, the IC will provide revisions and comments to the Administrator, who will then revise and finalize the Annual Workplan and Budget. The IC will approve the Annual Workplan and Budget ori or before January 31 of each year and forward it to the Commission for approval. Commission approval is anticipated to be during the month of February. Upon approval by the Commission, the Contracting Agent will prepare agreements with the Administrator, the Fiscal Agent and the Contracting Agent that include the approved Annual Workplan and Budget (for the Administrator) and the approved costs and duties (for the Fiscal Agent and the Contracting Agent) as described in Sections VIII E, IX D and X C. The agreements will be signed by designated representatives of the Administrator, the Fiscal Agent and the Contracting Agent. In the event the Administrator, the Fiscal Agent and/or the Contracting Agent are the same PARTY, that PARTY shall designate separate representatives to execute the agreements on behalf of the Administrator, the Fiscal Agent and the Contracting Agent. Said agreements shall be fully executed and in place prior to July 1 of each year.

G. Annual Reporting and Evaluation. The Administrator shall prepare a selfevaluation/audit report to the IC including significant accomplishments, work items planned but not accomplished, work items not planned but completed, and the status of all work items in the Annual Workplan. The report will include recommendations and suggestions for improving the work of the Administrator and will be submitted on or before September 15 each year. The IC will consider the report at a regular meeting and discuss and provide recommendations and feedback to the Administrator. The IC will rate the overall implementation and effectiveness of the Workplan and, in turn, rate the performance of the Administrator based upon the ability of the Administrator to meet the timelines and budget in the Workplan and to effectively support the Commission and the TAC. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Administrator. This feedback will be used by the Administrator to make any required changes in operations, procedures and/or work tasks for the next fiscal year. In addition to the annual review of the Administrator, the IC may, at any time, discuss questions, concerns or issues of performance with the Administrator.

IX. FISCAL AGENT
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A. Duties. The Fiscal Agent serves as the treasurer of the Countywide Funds and is responsible for collecting the SWPF from all solid waste disposal facilities and nondisposal facilities located within Santa Clara County. The Fiscal Agent also collects and receives grant funds and revenues from other sources. The Fiscal Agent shall diligently pursue collection of all SWPF funds and shall keep the IC apprised of the amount and entity owing delinquent payments, as well as of the status of collection activity initiated by the Fiscal Agent regarding the delinquent payments. The Fiscal Agent shall manage all funds in accordance with generally accepted government accounting procedures. The Fiscal Agent shall keep Countywide Funds segregated from all other funds administered by the Fiscal Agent in separately numbered and coded accounts that are readily identifiable as those containing Countywide Funds; shall credit appropriate interest income earned on such funds in each fiscal year; and shall not expend, use or transfer 11 269
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any funds except in accordance with the Annual Workplan and Budget approved by the IC and the Commission, or as otheiwise directed by the IC. In the event the Fiscal Agent is not also the Contracting Agent, the Fiscal Agent shall transfer Countywide Funds to the Contracting Agent as direqted by the IC, in accordance with the procedures in Attachment 5. The Fiscal Agent shall work cooperatively and collaboratively with the IC, the Administrator, and the Contracting Agent.

B. Initial Fiscal Agent. The initial Fiscal Agent shall be the County of Santa Clara.

The specific contact person shall be designated in writing to the Administrator and to the TAC Chair. In the event the IC determines there is a need for a change in the Fiscal Agent in the future (due to costs, lack of availability of designated employees or for other reasons), or in the event the County is unable or unwilling to serve, the following procedures for selection of a new Fiscal Agent shall be followed.

C. Selection. Any PARTY willing to serve as the Fiscal Agent may be nominated by another PARTY. The nominated PARTY(IES) will submit a letter proposal to the IC containing the costs for performing the services of the Fiscal Agent, including all employee and overhead costs and all proposed expenses. If the same PARTY is also already serving, or is proposing to serve, as the Administrator, the Contracting Agent, or both, the proposed costs to perform each _function shall be separately specified. The IC will hold discussions with representatives of the nominated PARTY(IES) as needed. The recommendation of the IC will be foiwarded to the Commission for approval. Upon receipt of Commission approval, the Contracting Agent will execute an agreement with the new Fiscal Agent that includes the approved costs for the PARTY to provide Fiscal Agent services for the upcoming fiscal year.

D. Payment For Services. The Fiscal Agent shall provide the Administrator with proposed costs to perform the duties of TAC Fiscal Agent for the upcoming fiscal year upon request. The proposed costs shall be at the level of detail described in Attachment

2. If the Fiscal Agent is also serving as the Administrator, the Contracting Agent, or both, the proposed costs to perform each function shall be separately specified. The proposed costs will be reviewed by the IC as part of review of the Annual Workplan and Budget. If there is a question or concern about the proposed costs, the Chair of the IC and the Administrator will meet with the Fiscal Agent concerning the issues. Upon approval of the Annual Workplan and Budget by the IC and the Commission, the Contracting Agent will prepare an agreement to be signed by the Fiscal Agent and the Contracting Agent to perform services for the new fiscal year. In the event that the Contracting Agent and the Fiscal Agent are the same PARTY, the agreement shall be signed by the designated employee of the PARTY serving as the Fiscal Agent and the (separate) designated employee of the PARTY serving as the Contracting Agent.

E. Quarterly and Annual Budget Status. The Fiscal Agent shall prepare and submit quarterly budget updates to the IC every three (3) months, and shall provide a Year-End Budget Report. These reports shall be formatted in a clear and concise manner such that all expenditures, revenues, movement of monies, reallocation of funds and adjustments to the budget are detailed by project and line item (i.e. numerical reference and narrative 12 270
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description). The Year-End Budget Report shall be submitted to the IC on or before October 31 each year. The IC may, at any time, request additional budget information, detail, documentation and updates. The Fiscal Agent shall respond promptly to all such requests.

F. Biennial Audit. The Fiscal Agent shall arrange for an audit by an independent third party Certified Public Accounting Firm (CPA) to be conducted every other year beginning with.an audit of the 2013/14 fiscal year. The Fiscal Agent may utilize the CPA firm retained by the jurisdiction of which the Fiscal Agent is a part, to perform that PARTY's annual audit. In such event, the results of the audit of the Countywide Funds and accounts shall be clearly and separately called out in the CPA's audit report. The results of the audit shall be reported to the IC on or before January 15 every other year.

G. Evaluation of the Fiscal Agent. Each year, the Fiscal Agent shall prepare a selfevaluation, along with the Year-End Budget Report, for submittal to the IC. The selfevaluation will include a description of key work tasks performed, any duties or tasks not · completed, and any non-planned work tasks completed. The report will include recommendations and suggestions for improving the services of the Fiscal Agent. The self-evaluation shall be submitted at the same time as the Year-End Budget Report. The IC will review the report at a regular meeting and discuss any suggested or needed changes or improvements. The IC will rate the overall performance of the Fiscal Agent based upon the ability of the Fiscal Agent to perform its duties in a timely manner and in accordance with all requirements of this Agreement. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Fiscal Agent. This feedback will be used by the Fiscal Agent to make any required changes in operations and procedures and/or work tasks for the next fiscal year. In addition to the annual review of the Fiscal Agent, the IC may, at any time, discuss questions, concerns or issues of performance with the designated representative of the Fiscal Agent.

X. CONTRACTING AGENT
A. Duties. The Contracting Agent execute!? contracts with Outside Contractors, including the Administrator and the Fiscal Agent.(where applicable) that have been requested and approved by the IC. The Contracting Agent consults with the IC to establish a procurement process for Outside Contractors, and then conducts that process once the IC has approved a scope of work, schedule, budget and other parameters of the contract that will be awarded by the Contracting Agent. The Contracting Agent shall conduct the procurement process and execute all contracts within a reasonable period of time after being directed to do so by the IC. The Contracting Agent shall provide a copy of any contract executed on behalf of the TAC to any PARTY,·any TAC member, and to any PARTY or person designated by any PARTY or the IC upon request. The governing body of the Contracting Agent, at its discretion, may delegate authority to execute agreements and contracts approved by the IC to a designated employee. Notice of any such delegation of authority shall be provided in writing to the Chair of the IC and to the Administrator.
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In the event the Contracting Agent is not also the Fiscal Agent, the Contracting Agent shall receive Countywide Funds transferred to the Contracting Agent by the Fiscal Agent on a periodic basis as described in Attachment 5. The Contracting Agent shall manage all Countywide Funds in accordance with generally accepted government accounting procedures. The Contracting Agent shall keep Countywide Funds segregated from all other funds administered by the Contracting Agent in separately numbered and coded accounts that are readily identifiable as Countywide Funds, and shall not expend, use or transfer any funds except as specifically directed by the IC. At the close of the fiscal year, the Contracting Agent shall, pursuant to the procedures in Attachment 5, comply with all directions from the IC with regard to retention of funds for contracts with Outside Contractors that are still in effect, and with regard to return of unexpended or unencumbered funds to the Fiscal Agent. The Fiscal Agent shall work cooperatively and collaboratively with the IC, the Administrator, and the Contracting Agent.

B. Initial Contracting Agent. The initial Contracting Agent shall be the County of Santa Clara. The specific contact person shall be designated in writing to the Administrator and to the TAC Chair. In the event the IC determines there is a need for a change in the Contracting Agent in the future (due to costs, lack of availability of desjgnated employees or for other reasons), or in the event the County is unable or unwilling to serve, the procedures for selection of a new Contracting Agent shall be the same as those for selection of a Fiscal Agent as described in Section IX C.

C. Payment For Services. The Contracting Agent shall provide the Administrator with proposed costs to perform the duties of TAC Contracting Agent for the upcoming fiscal year upon request. The proposed costs shall be at the level of detail described in Attachment 2. If the Contracting Agent is also serving as the Administrator, the Fiscal Agent" or both, the proposed costs to perform each function shall be separately specified.

The proposed costs will be reviewed by the IC as part of review of the Annual Workplan and Budget. If there is a question or concern about the proposed costs; the Chair of the IC and the Administrator will meet with the Contracting Agent concerning the issues.

Upon approval of the Annual Workplan and Budget by the IC and the Commission, the Administrator will prepare an agreement to be signed by the Contracting Agent and the Administrator to perform services for the new fiscal year. In the event that the Administrator and the Contracting Agent are the same PARTY, the agreement shall be signed by the designated employee of the PARTY serving as the Contracting Agent and the (separate) designated employee of the PARTY serving as the Administrator.

D. Annual Contract Status Report. The Contracting Agent shall prepare and submit an annual report to the IC on the status of all contracts (listing all contracts in progress, expired, terminated, and the amount of work and budget remaining in each) on or before October 31 each year. The report shall also note the amount of Countywide Funds held by the Contracting Agent, and specify the amount(s) of funds encumbered for contracts, and the amount(s) of funds that are unspent and unencumbered. The IC may, at any time, request additional information, detail, documentation and updates on any or all contracts. The Contracting Agent shall respond promptly to all such requests. 14 272
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E. Audits. The Contracting Agent shall cooperate with and provide all information and documentation required in order to complete the bi-annual audit described in .Section IX F. In the event the IC decides that any actions or activities of the Contracting Agent are not in compliance with this Agreement, or if the IC determines there are other reasons for an audit to be performed, the IC may perform an audit of the Countywide Funds received and expended by the Contracting Agent. In such event, the Contracting Agent shall cooperate fo1lly, and in a timely manner, with persons performing the audit.

F. Evaluation of the Contracting Agent. Each year, the Contracting Agent shall prepare a self-evaluation, along with the Annual Contract Status Report, for submittal to the IC. The self-evaluation will include a description of key work tasks performed, any duties or tasks not completed, and any non-planned work tasks completed. The report will include recommendations and suggestions for improving the services of the .

Contracting Agent. The self-evaluation shall be submitted at the same time as the Annual Contract Status Report. The IC will review the report at a regular meeting and discuss any suggested or needed changes or improvements. The IC will rate the overall performance of the Contracting Agent based upon the ability of the Contracting Agent to perform its duties in a timely manner and in accordance with all requirements of this Agreement. The final recommendations and feedback of the IC will be recorded in the minutes and also in a letter from the IC Chair to the Contracting Agent. This feedback will be used by the Contracting Agent to make any required changes in operations and procedures for the next fiscal year. In addition to the annual review of the Contracting Agent, the IC may, at any time, discuss questions, concerns or issues of performance with the designated representative of the Contracting Agent.

XI. LEGAL COUNSEL
A. Selection. The IC may select an attorney or firm that is experienced in solid waste, recycling and municipal law to research legal issues, proposed legislation, and to provide legal advice to the TAC ("Legal Counsel") as provided for in the Commissionapproved Annual Workplan and Budget. Legal Counsel may be a City Attorney or County Counsel (i.e. an employee of one of the PARTIES) or may be an outside attorney or law firm. The IC will interview and select Legal Counsel as needed, and direct the Contracting Agent to prepare a contract with Legal Counsel for the provision of legal services. The IC shall direct the work of Legal Counsel. The Administrator may assist in coordination of activities with Legal Counsel, but shall not give direction without prior authorization from the IC. Legal Counsel shall not be responsible for providing legal advice to individual PARTIES related to their individual compliance with Public Resources Code Section 40000 et. seq., but may provide such services under separate contract with any PARTY or PARTIES.

XII. OTHER AGREEMENTS OF THE PARTIES
5/6/13
A. Term of Agreement. The term of this Agreement shall commence on the date the last duly authorized representative of the PARTIES executes it. This Agreement shall remain in effect until terminated by the PARTIES or until eight (8) or more PARTIES containing more than fifty percent (50%) of the population of the incorporated and unincorporated areas of County of Santa Clara withdraw from the Agreement, whichever 15 273
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occurs first. A PARTY may withdraw from the Agreement by providing written notice to the Administrator, stating the effective date of the PARTY'S withdrawal. The withdrawal of a PARTY shall not entitle that PARTY to receive or retain any portion of the SWPF.

8. Ethical Code of Conduct. All TAC members and Alternates shall adhere to the Ethical Code of Conduct in Attachment 4. All TAC members and Alternates shall attend a TAC-sponsored ethics training every other year beginning in FY 2013/14. The Administrator shall arrange for this training and include the cost in the Annual Workplan and Budget for each year the training is required to be conducted.

C. Counterparts. This Agreement may be executed and delivered in any number of copies ("counterparts") by the PARTIES, including by means of facsimile and e-mail of PDF copies. When each PARTY has signed and delivered at least one counterpart to the Administrator, each counterpart shall be deemed an original, and taken together, shall constitute one and the same Agreement, which shall be binding and effective as to the PARTIES hereto.

D. Non-Compliance With State and Federal Laws. No PARTY shall, by entering into this Agreement, participating in the TAC or the IC, or agreeing to serve as Administrator, Fiscal Agent, Contracting Agent, and/or Legal Counsel, assume or be deemed to assume responsibility for any other PARTY in complying with the requirements of state and federal solid waste and recycling laws, including but not limited to, the California Integrated Waste Management Act of 1989 as amended (Public Resources Code Section 400000 et seq). This Agreement is intended solely for the convenience and benefit of the PARTIES hereto and shall not be deemed for the benefit of any third party and may not be enforced by any third party, inciuding, but not limited to, the United States Environmental Protection Agency and the California Department of Resources, Recycling and Recovery, or any person acting on their behalf or in their stead.

E. Indemnification. In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the PARTIES pursuant to Government Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a PARTY, or by the Santa Clara Valley Water District in carrying out its duties under Section VI.

Implementation Committee shall not be shared pro rata, but instead the PARTIES agree that pursuant to Government Code Section 895.4, each of the PARTIES hereto shall fully defend, indemnify and hold harmless each of the other PARTIES, and the Santa Clara Valley Water District in the carrying out of its duties under Section VI. Implementation Committee, from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying PARTY, its officers agents or employees, or in connection with or arising from any work, authority or jurisdiction delegated to such PARTY under this Agreement. No PARTY, nor any officer, board member, employee or agent thereof, shall be responsible for any damage or liability incurred by reason of the negligent acts or omissions or willful misconduct of the other PARTIES hereto, their officers, board members, employees or agents under or in . connection with or arising from any work, authority or jurisdiction delegated to such 5/6/13 16
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PARTY under this Agreement.

F. Entire Agreement. This Agreement supersedes any prior arrangement or agreement among the PARTIES regarding the composition, structure, duties and powers of the TAC including, but not limited to, the TAC Rules of Procedure dated May 22, 2006, but does not supersede any other agreements between any of the PARTIES. :<' f ;f\ . / ! i/ ! t ~
G. Amendments. This Agreement may be amended by·unan1nfo'uswritten L ', l agreement of the PARTIES. AU PARTIES agree to -~r!r:ig~~flY··Proposed ai'liendments to this Agreement to their Council or Board, as applitable'/ witf1ln three (3) months following acceptance by the IC. The IC shall, on a biennial basis, evaluate this Agreement and determine if any amendments are needed. The first biennial evaluation shall be in 2015.

The IC may recommend amendments on a more frequent basis if desired.

H. Venue. In the event that suit shall be brought by any PARTY to this Agreement, the PARTIES agree that venue shall be exclusively vested in the state courts of the C?u~ty of Santa Clara, or. w~ere othe~is~ jie,f{i~f 1~~{V,~t~~fti1J~]~nited States District Court, Northern D1stnct of Callforn1a,\~slltil~;C?,. ,., i~flfi{~f8'i:1s~m i!Jrito 'tu .?. ic,aivisquZ
I. Attachments. Attachments 1 through 5 are attached.hereto and'lffc'orporated herein by this reference. · _________ · ·
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IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

APPROVED AS T~ORM:~
By: PRES-+, __ ---j:---+---'J"i'I----- By: ld1ud{ I~ o/5J;?t}13 Deputy County Counsel

KEN YEAGER
Signed and certified that a copy of this - ·
document has been delivered by elldronic: - or other means to the Presfdent. Board of ~
-_ -. '/ _ -n!'l _ega®Ol, - I . _ _ _ - - -
BoarrtofSupe~
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IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: ------------
Chair, Board of Supervisors

CITY OF CAMPBELL
Date: July 17, 2013
By{$.£~
Title: city MeE.a.g€lr

CITY OF -------
Date: ----------
By: __________ _
Name: --------- Title: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATTEST:

Date: ------------
By: __________ _
APPROVED AS TO FORM:

By:~
Name · William ~ Selig.xnann
Title: City Attorney
APPROVED AS TO FORM:

By: __________ _
Name: -------- Tit I e: ---------
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CITY OF CAMPBELL
Date: ---...,...-'------
By: _________ ~--
Name: Mark Linder
Title: City ManagE:)r

CITY OF CUPERTINO
Date: . ! /:;g/13
By: {!a.1;.JJ.t{Jju!tJ1rd WJ
Name: David Brandt //
Title: City Manager

CITY OF GILROY
Date: ----------
By: _________ ---,--__
Name: Thomas Haglund
Title: City Administrator

CITY OF LOS ALTOS
Date:_. __________ _
By: _________ _
Name: Marcia Somers
Title: City Manager

TOWN OF LOS ALTOS HILLS
Date: ----------
By: ______ - __ _
Name: Gari Cahill
Title: City Manager
5/6/13
APPROVED AS TO FORM:

By:_~---------
Name:
---.,--,.---- Ti tie: City Attorney
AP;;; AS~ORM: . - . I ay. 1,4 . N~nie:e{Kta<i41!df (ti1tle: City Attorney APPROVED AS TO FORM:

By_: __________ _
Name:· ·-------- Title: City Attorney
APPROVED AS TO FORM:

By: ____ - _____ _
Name: ----------- Tit I e: ---------
APPROVED AS TO FORM:

By: __________ __,
·Name: -------- Title: Town Attorney
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CITY OF ·CAMPBELL
Date: --"---------
l3y:_~,__---,.....,,...,.-------,-
N~me; M~r:~ L.incl.ir
Title: city M~n~g•r

CITY OF CUPERTINO
Date: ----------
B.y:,---,--________ ____
N~rnl3J Pijvir::t etandt
Title: City Manager
C!TY OF C31LRQY
·~·=== By, . .

Na.rn~= Toorrr~~ Hl9!!Jnd.

Title: City Acfrninistrator
CITY OF LOS At TOS
Date: _________ _
By:-. ---------- Name: Marcia somers
Title: City Manager . .

TOWN OF LOS ALTOS HILLS
Date: ----------
By: _________ _
Name: C~rl Cahlll
Title: City Manager
5/6/13
APPRO\/EO AS TO FORM:
fly: __________ _
· ~@r86itfAttottrey
APPROVED AS TO FORM:
fty: __ __,.,.,_--------'- Nanie: · Tltie: ·_c_it_y-Att--., o-,'t-ne_y ___ _ APPROVEO ASTO "J;ORM:
13y: c/~/f.~-
Name: /... 1 NO e
Title; City Attorney
ATTEST:

A ~ c;,tlJ--Lc)(V
City Cleric
APPROVED AS TO f=.'ORM:
av:_-_________ _ Name: -----~-- 1 it I e:
---------,.

APPROV!=D AS TO FORM:

By: __________ _
Name:

Ti tie: Town -------- Attorney
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IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: ___________ APPROVED AS TO FORM:

By: __________ _
Chair, Board of Supervisors
c1TY oF Los- A,,&(os
Date: ~-q --( ~
By:/1~~
Name:£/~~~
Title: tny ~-
CITY OF _____ _
Date: ----------
By: _________ _
Name: -------- Tit I e: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATIEST:

Date: -----------
By: _________ _
APPROVED AS TO FORM:

By:-t-7"-"--="':::~~-=>t-+-=------.c=-.=----
N ame :.....:·~~~~~=:,_,i_-
Title:_~~=A--.L...l..!<~~~;.+-
APPROVED AS TO FORM:

By: __________ _
Name: -------- Tit I e: ---------
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IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: ___________ APPROVED AS TO FORM:

By: __________ _
Chair, Board of Supervisors

CITY OF LOS ALTOS HILLS
Date: lObl.f J 20/3
By: Cal2~~~
Name : carica.IT1
Title: city Manag:er

CITY OF -------
Date: ----------
By: __________ _
Name: -------- Tit I e: ---------
516113
By: __________ _
Deputy County Counsel
ATTEST:

Date: ___________ _
By: __ ,--________ _
APPROVED AS TO FORM:

By.~,=:::. =::::,-· -- Name : Steve Mattas
Title: city Attorney
APPROVED AS To· FORM:

By: ____ --'-------
Name: -------- Tit I e: ---------
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IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

COUNTY OF SANTA CLARA, a public entity of the State of California Date: APPROVED AS TO FORM: ------------
By: __________ _
Chair, Board of Supervisors
CITY OF ______ _
Date: ----------
By: _________ _
Name: -------- Ti tie: ---------
5/6/13
By: __________ _
Deputy County Counsel
ATTEST:

Date:. ___________ _
By: _________ _
APPROVED AS TO FORM:

APPROVED AS TO FORM:

By:. __________ _
Name: -------- Tit I e: ---------
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Title: City Manager

TOWN OF LOS GATOS
Date: ----------
By: __________ _
Name: Greg Larson
Title: Town Manager

CITY OF MILPITAS

CITY OF MONTE SERENO
Name: Brian Leventhal
Title: City Manager
CITY OF MORGAN HILL ·
Date: ----------
By: __________ _
Name: Steve Rymer
Title: City Manager
(
5/6/13
Title: Town Attorney
APPROVED AS TO FORM:

By: __________ _
Name: -------- Tit I e: Town Attorney
APPROVED AS TO FORM:

APPROVED AS TO FORM: I
Name: --------
APPROVED AS TO FORM:

By: __________ _
Name: -------- Tit I e: City Attorney
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TOWN OF LOS GATOS
Date: ----------
By:_--,-_______ _
Name: ~reg Larson
Title: Town Manager'

CITY QF MILPITAS
Date~ ----------
By:---------- Narne:Tom Williams
Tjtle: City Manager
CITY OF MONTE SERENO .

Da.~ N~;:.~~~ By· .

Titlez City Mailc:1ger
CITY QF MORGAN Hll!.L
Date: ------------ :By:~ ________ _..;.. __
Name: Steve Rymer
Title: City Manager
.S/6/13.

APPROVED AS TO FORM:
ay: __________ _
Name: ____ ...;.;.... __ _
iitle: Town Attom.eyAPPROVED AS TO .FORM:

By: _ ___._ ______ ~ _ ___.__
N~me :. Mic::fl~~I J, Ogaz
Title: City Attorney
APPROVEDAS Td·FORM:

By:. c:,--."'8 ...... .f'~
N,~rne·:Kj rsteo Powell
Title: City Attorney
APPROVEO:AS TO FORM:

By:·_. ----------
Name·:
,---------. Title: City Attorney
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TAO.MEMO.RANDUM·OF.AGREEMENT
TQW"f Q_F LQS '~ATOS
bate: ----------
By: _________ ..;___
N~m~r .(lr~g L~rsqn
Title} Town· Mana,ger
CJTY OF MllPITAS
Dat~:. "-----------
. B.y:_=,---------
Na.rne:·tiim ;WJ11iam$:

Title: ·Qjty IYl~ti~g~r
CITY QF MONTE $ERl=NO
Date:~. ________ _
By; ___ __,..-,-,-----___,
Name:: Brian Leventhal
Title; CiW Ma.n.a.g~_i'
CITY OF MORGAN HIL.L
Date: ·10/, £ 3
'{ ..

By:~~ Name::·~~
Title-: City Manager
5/6/13
APPROVED As TO PO.RM:
ay~------cc-=-------=--- Name: Titl~;- ,.-o-w_n_JA-. tt-o-rh_e_y ___ _ APPROVE[} AS TO FORM:

By:.,----,--'-------,---~
N~me· ·~. _ Mi_c,h~eJ.J 1 Qg~z
Title: City Attorney
APPROVED AS TO F,iQRM:
·.By: .N<' .. -,-.... -. --~--c-------
f~!~: ---------
::,p~lE: .
.fwName : tz.ell\ M
Title: City Attorney
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iO
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CITY OF MOUNTAIN VIEW
Date: '1,LV-13
By:~~~
Name:· DanieH.ich ,
Title: City Manager ·

CITY OF PALO AL TO
Date: ----------
By: __________ _
Name: James Keene
Title: City Manager

CITY OF SAN JOSE
Date: --------------
By: __________ _
Name: Norberto Duenas
Title: Deputy City Manager

CITY OF SANTA CLARA
· Oi;ite: ----------
By: _________ ~
Name: Julio J. Fuentes
Title: City Manager

CITY OF SARATOGA
Date: ----------
By: __________ _
Name: Dave Anderson
Title: City Manager
5/6/13
APPROVED AS TO FO~
By:._~..K.U.L..::...:...:....-=:J-£><;___ ___ _ Nam" : annie L Q1Jinn Title: ity Attorney · .

APPROVED AS TO FORM:
- Name: _______ _
Title: City Attorney
APPROVED AS TO FORM:

By:~----------
Name: Rosa Tsongtaatarii
Title: Senior Depvty. City Attorney
APPROVED AS TO FORM:

By:~----------
Name: Rich.c1rd E. Nosky, Jr.

Title: City Attorney ·
APPROVED AS TO FORM:

By:_. -----------
Name: Richard Taylor
Title: City Attorney
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-- TAC MEMORANDUM ()F AGREEMENT
- CITY OFMOUNTAINVll~W- -
- - -
Da_te:-'-_ --'--------"-------'--- APPROVED ASTO FORM:

By:_-__________ ---• By: __ -'---"----'---'----'------
Name: Daniel -H. Rich Name : Jannie L. Quinn __
- Title: · City rv1anager . _ Title: City Attor~ey _ •

CITY OF PALO AL TO
APP
- . E3y:'-· ~~::....,;_::.....:::~::j:.;_.,,....;.;..,~.....:...._.;......_ .. ~~me: • .ti\. _
• -t'Ofitle: Cjty Attorney

CITY OF SAN JOSE - -
Date: ----------
By:_·----------~
Name: Norberto Duenas
Title: DE!pyty City Manager _
. CITY OF SANTA CLARA
Date: - ·-- ----------
-• By: __ ~--~----- Name: Julio J. Fuentes
Title: City Manager - - - -

CITY OF SARATOGA
' -
Date:_· -'-"-'--'--'-------,--~--------'-~
By:_•-----,---,------~-~-
Name: : Dave Anderson_
Title: · City Manager -
5/6/13 -
-APPROVEDASTO FORM:
-. By:~----,-----,-----
-. Name : Ro.sa Tso·ngtaatarii
_ Title:Sen_iorDeputy City-Attorney
APPROVED AS TO FORM:
--By: _____ ---,--~--- . · Name: Richard E. Nosky, Jr.
- _·title: City Attorney _
_ APPROVED AS TO FORM;
_- By:~---'--~----~--
Name: Richard Taylor
Title: City Attprriey
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TAC MEMORANDUM OFAGREEMENT

CITY OF MOUNTAIN VIEW
D.ate: ---~-----~
By:____,-.--,----,-....,,....,,-,------
Name: OanielH. Ilion
Title; Oity Manager
. CITY OF PALO ALTO
a.Y:_· ----;----.------- .Namer James Keene
Title: bity Mshager

CITYOF SAN JOSE
CiTYQF SANTA CLARA
By: ...... ·~----------- Name: .Jullo J. Fuente:s
Title: City Manager -..,.
5/6/f3
APPROVEI\lAS TO FORM:
13·, .Y, . . N;;:ime : JannJe '.l...c 'Quinn
Title: City Aftt,ir!'leY
ARPHQV~P.A$TO'fQRM:

B_y:_. -------------
Name: _______ ..,__
Title: CifyAttorney
APPRGVEP AS TQ FORM:

By:_. --------,-..,..--,,-,---,- . Name:Ri¢harci E. No$l<Y, Jr..

Title: CityArtqmE:IY ''•
APPROVED AS TO FORM:

By:_---,--......-------~ Ni:iroe:: Richarp Taylor ·
l'itlEf GJtY, Att9mey
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.............. >··· ......... < ..·.··•·• >< ..................... · .. . • ____ rAc MEMORANDUM oi= AGREEMENT --

CITY OF MOUNTAIN VIEW---
By: __ ~--~------'---
Name:: Daniell-I. Rich :
- Title: C City Manager _
-CITY OF PALO AL TO · -
- Date:> ;-,.,.,.....--,--,---------,--:-,-:----------,-------,--,--- By: __ ~~-~~----
-Name: James Keene
•=_Title: ::City Manager

CITY OF SAN JOSE
_ Date:_ ............. -----------'------
By:_-_----'-------.--~--~--
Name: Norberto Duenas
Title:· Deputy City Manager
CITY OF SAl~TA CLARA _
-CITY OF ·sARATOGA
D~te: -~~..,......-~-----
By;----'-'--~--------~~---
Name: Dave Anderson
Title: City Manager
5i6II3
. . .. .. . .

APPROVED AS T(J FORM: -
By:--,'----~~------
1\lanie : Jc3rmie L. Quinn
Title: Qity Attorney -
. .

APPRov1=0 AS ·-ro FORM::_ -
. 13y:_·----'---------
· Narrie: -- --~---'-------
Jitle: City Attorney -
..
- -APPROVED AS TO FQRM:
--- By:_·---------,------
- - Name : Rosa T songtaatarii
Title: SeniOr DepµW City:Attorney
. . . }
- APPR=oVED AS TO FORM:
,-
'Jr. -
. : . . . ;"
APPROVED AS TO FORM:
.By: __________ _
Name: Richard Taylor
Title: City Attorney
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CITY OF MOUNTAINV'IEVV
Oate:. ___ ,...;.....,.;...;.,..,-;;....;........;......._...-'---'-- By:_1 -....,.........--..,,..,..--------~-
Narne: O~·rt,el H. Rich
Title: City Manager
CITY OF PALO:ALTO
Date:. · .. ,
By: _____________ _
Namet J'ames Keeme
Title:. City Manager
CITY OF SAN JOSE .

Date: __ ----'---"--'-c--'-----
'8y:--'-·. -...,..-..;.,;---.,.,..,.---"'-------'-
Nallie: Norberto IJ'uenas
Title: Depµty City M~·nager

CITY OF SANTACLARA
· Date: ---------------- By:_·-----'-'----------~-- Naoie: .Julio. J. Fuente~:; ·Title: City Manager

CITY OF SARATOGA
D. · 7 ;... 2-r·:- Z.P I ? · · - ate:'--. _______ -.1.;..__ By: 9eJ~
Name:·. Dave Anderson
Title: City Manager
5/6/H .

APPROVEGl.~S::T:0 FQR:i\,k .
··e"· :· .. ~,.:.-._-_,,...._,.___,,..,._.,......,,._-,----- Name : Jannie :L Quinn> . · .

Titre/ City Attt>meY · ·
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Bv:•_.· _.....;,.._ _____________ _____
.Name: . .,.,.· ~~-......,..__,...:..--- Title:. City Attorney · By:._' ---,.,,.,.,_-. ............ ....,.............,........-,,,.,.--"- Name ': :~o$a tsongJlaatarlF · · !itle::.$enier. Deputy·City.Att~mE3f
APPROVED AS TO FORM: . ' . . . . .- . ''i
By,:,. . .. . . . .... ····· .. · . Name: 'i!phan:l E. Npsl<y,. Jr, '.'"mtlei:, · City Attome>y • . . . •,. '
APPROV.ED~S TO FORM: •• ., ,. • • ~ 1 ' • • •
=--=:::::----,·
By:, ~ ., <:::.,.

Name: Richard Tay[pr
Tjtle; CityAfforn~y
- --
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TAC MEMORANDUM OFAGREEMENT

CITY OF SUNNYVALE
APPROVED AS TO FORM:

By: _ __,__u -+.....-c. -~ _~ _,.._Ll _-_...oi -~---_-_~..,,_-By: J-o,~ ~ rv--== Name Name: Joan A. Borger
Title: . Title: ·
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 1

INITIAL STAFFING OF ADMINISTRATOR
The following is the initial staff complement for the Administrator:

Staff Person
Elizabeth Constantino, Program Manager II
Provides oversight of all Annual Workplan
tasks and all functions of the Administrator.

Lisa Rose, Senior Management Analyst
Coordinates the Green Business Program,
serves as staff to the Commission, and
performs various other duties.

Clifton Chew, Management Analyst
Serves as staff to the TAC, prepares state
reporting and DRS, and performs various
other duties.

Zachary DeVine, Management Analyst
Contracts monitoring, budget tracking,
Outreach Specialist, and various other
duties.

Sue Sherrin, Associate Management
Analyst B, Green Business Specialist
Sarah Smith, Management Analyst
Home Composting Education Program
Coordinator
Joanne Chapa, Office Specialist Ill
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% FTE Committed
To Administrator
Duties

0.82 FTE

0.87 FTE

0.80 FTE

0.67 FTE

0.98 FTE

1.0 FTE

0.94 FTE
23 % FTE Committed
To County
Unincorporated
Duties

0.18 FTE

0.13 FTE

0.20 FTE

0.33 FTE

0.02 FTE

0.00 FTE

0.06 FTE
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 2

SELECTION PROCESS FOR THE ADMINISTRATOR

1.Selection. The IC shall select a PARTY or an Outside Contractor to serve as the Administrator for the TAC. As part of the selection process, the potential candidate(s) shall submit a proposal to the IC for providing Administrator services. The proposal shall include: a detailed scope of work for the upcoming fiscal year, detailed costs and work hours for the completion of each task, and a list of the employees proposed to perform each part of the Annual Workplan, as well as the administrative and management duties of the Administrator. The proposal shall also include a resume and description of the education, experience and expertise of each proposed staff member highlighting experience in solid waste management, recycling, diversion programs, producer responsibility, public education and outreach, legislative analysis, budgeting, public sector management, administration and policy development. It is of great importance that each member of the Administrator staff possess a high level of experience and expertise in the listed areas. The proposal shall designate the duties and activities to be carried out by each employee. The IC will review the proposal(s) and conduct interview(s) with the potential Administrator(s). The IC will select an Administrator and recommend approval to the Commission.

2.Change in Administrator Staff. In the event any member of the Administrator's staff is unable or unavailable to serve in the capacity indicated in the original proposal, the IC shall work with the Administrator to determine if an acceptable alternate staff member is available. This shall include, if desired by the IC, having representatives from the IC participate in the selection process for the alternate staff person; review the resumes, references and writing samples of proposed candidates; attend and participate in interviews; and provide input to the decision-making process for selection of the proposed alternate staff member. If the proposed alternate staff person is not acceptable to the IC, and the IC determines that the employee who is unavailable is a key employee, the IC may give written notice to the Administrator that the TAC will seek another Administrator, and the IC may recommend to the Commission that the selection process for a new Administrator be commenced. Upon receipt of Commission approval, the IC will begin that process. The Administrator shall serve until such time as either a replacement Administrator is selected and approved by the Commission, or (if the Administrator is not a PARTY) until the current contract for the services of the Administrator expires, whichever occurs first. In the IC's sole discretion, the services of the Administrator may be terminated prior to the selection of a new Administrator. In the event the Administrator is not a PARTY, an early termination clause shall be placed in the contract with the Administrator for use by the IC in the event a key staff person becomes unavailable.

3. Key Employee. A "key employee" includes, but is not limited to, any one of the following:
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a. An employee who is performing twenty percent (20%) or more of the work hours in the Annual Workplan.
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b. An employee whose work tasks require a high level of technical expertise and experience in recycling, solid and/or hazardous waste management programs and practices.
c. An employee whose work tasks require a high level of professional judgment that is the product of numerous years of experience in recycling, solid and hazardous waste management, and/or in work for public agencies.
d. An employee whose work tasks involve a high level of interaction with the public (e.g. in trainings, liaison with businesses or non-profit organizations, etc.). e. An employee whose work tasks involve presentations or testimony to public agencies (e.g. City Councils, the Board of Supervisors) and/or community organizations (e.g. service organizations, community groups, homeowner's, associations, -etc.).
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 3

ELEMENTS TO BE CONTAINED IN THE ANNUAL WORKPLAN AND BUDGET

1.Scope of Work. The proposed Annual Workplan ar:,d Budget will contain a detailed scope of work for each proposed task, the employee work hours estimated to complete each task, the name(s) of the specific employees that will perform the work for each task, the cost of the work hours for each task, all proposed overhead costs for the Administrator and all other projected costs. If the Administrator is a public agency, the costs may be shown as a percentage of each Full Time Equivalent (FTE) and the cost therefore, as long as the position (such as 'Analyst I') and the name of the employee filling that position are indicated, along with the fully burdened cost of the specified percentage of each FTE. The proposed Annual Workplan shall contain a list of key milestones for each task.

2.Administrative Tasks. The Workplan shall include a task for providing administrative support for the TAC including work hours to prepare meeting agendas, to schedule meetings, attend meetings, prepare minutes and correspondence, and carry out the direction of the TAC and all Committees and Subcommittees. The Workplan shall also include a separate task for providing administrative support to the Commission including work hours to prepare agendas, attend Commission meetings, prepare minutes, and carry out the direction of the Commission, its Committees and Subcommittees.

3. Other Staff Commitments. The proposed Workplan will contain a listing of the other duties and responsibilities of each assigned employee (other than the work to be performed as Adr:pinistrator for the TAC and the Commission) including the work hours and a general description of the key tasks and projects to be performed. This will serve as a cross-check (regardless of whether the Administrator is a public agency or a private firm) to ensure that the time of each employee is not overcommitted, and that sufficient time exists for each employee to complete all their assigned tasks.

4. Fiscal Agent and Contracting Agent Costs. The Administrator shall consult with the Fiscal Agent and with the Contracting Agent (in the event they are separate PARTIES) and shall incorporate the proposed costs for the services of each into the proposed Workplan and Budget. Such costs shall be clearly and separately identified for each function (and identified separately from those of the Administrator) and shall include the costs for employee time, expenses (such as bank fees), overhead charges and all other proposed costs.

5.Cost Detail For Comparison. The budget shall be formatted in a clear and concise manner such that all projected expenditures and revenues are detailed by project and line item. The proposed Workplan and Budget shall contain sufficient detail about proposed work hours and costs such that a comparison can be made between the proposed costs for the current Administrator, the current Fiscal Agent and the current 5/6/13 26
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Contracting Agent, and other potential providers of these services.

6. Projected Amount of Fund Transfer From Fiscal Agent to Contracting Agent. In the event the Fiscal Agent and the Contracting Agent are different PARTIES, the budget shall include the projected amount of funds to be transferred from the Fiscal Agent to the Contracting Agent in order to pay for contracts with Outside Contractors that will be awarded by the Contracting Agent in the upcoming year. Such projections shall take into account all funds currently held by the Contracting Agent (if any) and the amount of such funds already encumbered for contracts in progress. The projection shall be accompanied by a recommendation as to the frequency of fund transfers from the Fiscal Agent to the Contracting Agent that will be required to fund contracts awarded by the Contracting Agent for the upcoming year (e.g. annual one-time transfer of funds, quarterly transfer of funds, or other recommended timing.) ?.Discussion Concerning Potential Conflicts. Once the initial draft of the proposed Annual Workplan is prepared, the IC Chair, the Administrator, the Fiscal Agent and the Contracting Agent shall meet to review and discuss the Workplan and shall work cooperatively to identify and address any potential conflicts that could arise with regard to policies of the Administrator, the Fiscal Agent or the Contracting Agent. Examples include proposed sale of recycling containers or other goods at less than the purchase price (i.e. subsidized cost of compost bins for the home composting program); provision of recycling grants, prizes, incentives; and other such items. At the direction of the IC Chair, the Administrator shall further investigate any potential conflicts that have been identified, and shall, in consultation with the Fiscal Agent and the Contracting Agent, research and propose solutions for eac.h. If solutions cannot be found, the issue may be presented to the IC for further consideration and/or the IC Chair may direct the Administrator to revise the Workplan and Budget to remove the items creating the potential conflict. In this event the IC Chair will inform the IC of such action when the Annual Workplan and Budget are considered for approval. 5/6/13 27
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 4

CODE OF ETHICAL CONDUCT

1. Members shall strive to conduct all meetings, discussions and deliberations in a spirit of collaboration and partnership. Members shall treat all persons with respect and courtesy. In the course of discussions, members shall make their arguments on the merits of the issue rather than engaging in personal remarks or attacks on persons holding positions other than their own.

2. All members shall remain aware that the activities of the TAC are funded by fees. raised from the public; and that the TAC is recommending expenditures of public funds. Members shall act prudently and in the best interest of the public when making fiscal and policy decisions.

3. Members shall voluntarily recuse themselves from all discussions and votes, and shall refrain from expressing any opinion to other members on issues where any one of the following apply:
a. The member holds a financial interest such that the member could financially benefit from the action or issue being considered. b. The member is an owner or investor of a business the TAC is considering doing business with.
c. The member owns land that is being considered for purchase or lease by theTAC or by any program funded by the TAC.
d. A charity, community group or non-govemmental organization to which the member belongs or contributes funds would receive funds from the TAC for projects or services.
e. A person in the member's family could benefit financially from the action or issue being considered. Family includes the members' spouse, children, step-children, grandchildren and step-grandchildren, as well as siblings and parents of the member and the member's spouse.

4. A member recusing themselves shall mean (a) announcing the member has a conflict of interest when the item is opened for discussion, (b) leaving the meeting room before discussion on the matter commences, and (c) not returning to the room until after discussion and any vote on the matter is concluded.

5. Members .shall periodically conduct a self-assessment and inventory of any potential conflicts of interest they may have and, if the member is unsure whether or not a conflict exists, the member shall discuss the issue with the TAC Chair, the Administrator, TAC Legal Counsel or legal counsel for the member's own agency.

6. In the event a member fails to recuse him or her self during discussion of an issue where the member appears to have a conflict of interest, the Chair of the meeting shall ask the member to recuse him or her self and shall halt discussion about the issue until the member has left the room.

7. Members shall not engage in financial transactions using non-public information nor allow the improper use of such information to further any personal or private interest.
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8. Members s.hall not solicit or accept any gift or other item of monetary value from any person or entity seeking official action from, doing business with, or conducting activities regulated by the TAC, or whose interests may be substantially affected by actions of the TAC. Gifts do not include coffee, tea, · donuts, discounts available to the general public, greeting cards or plaques of minor intrinsic value. It is appropriate and prudent for members to decline even items of minor intrinsic value from sources described in this section.

9. Members shall not knowingly make unauthorized commitments or promises of any kind purporting to bind the TAC to take any type of action or to approve any contract, program or other commitment.

10. Members shall not use their membership on the TAC for private gain.

11. Members shall always act impartially and objectively and not give preferential treatment to any organization or individual.
.12. Members shall not seek or accept any contract to provide services to the TAC for a period of at· least six (6) months after termination of their membership on the TAC.

13. Members shall adhere to, and be vigilant that the TAC adheres to, all applicable state, federal and local laws and regulations.

14.AII members shall participate in a TAC-sponsored Ethics Training bienr:,ially.

15. Members shall endeavor to avoid any actions or statements that violate, or that create the appearance that they are violating, the law or any ethical standards set forth in this Attachment.
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TAC MEMORANDUM OF AGREEMENT
ATTACHMENT 5

PROCEDURES FOR TRANSFER OF COUNTYWIDE FUNDS FROM FISCAL AGENT

TO CONTRACTING AGENT
The following procedures shall be used in the event the Fiscal Agent and the Contracting Agent are different PARTIES./ ,

1. As part of its review and approval of the Annual Workplan and Budget, the IC shall establish the amount of funds and the schedule for transfer of funds from the Fiscal Agent to the Contracting Agent for the upcoming fiscal year.

2. Upon approval of the Annual Workplan and Budget by the Commission, the IC may take appropriate actions consistent with the Annual Workplan and Budget, including but not limited to, the following: ·
A. Direct the Fiscal Agent to transfer specific amount(s) of Countywide Funds to the Contracting Agent on a specified schedule. The schedule may call for annual, quarterly, or more frequent transfers, as needed for the fiscal year.

B. Adjust the timing and/or the amount(s) of funds to be transferred by the Fiscal Agent to the Contracting agent if circumstanc~s change during the year, or if there are other reasons to do so.

C. In the event the IC directs a change in the scope of work for an existing Outside Contractor that will increase the cost of the work, the IC may direct the Fiscal Agent to transfer additional funds to the Contracting Agent to pay for the amended scope of work.

3. In the event the Fiscal Agent is also serving as the Ac;jministrator, the IC shall direct the Fiscal Agent to transfer funds to th_e Contracting Agent for payment of the Administrator. The Contracting Ager:,t shall pay the Administrator pursuant to the contract executed between the Contracting Agent and the Administrator.

4. If a single PARTY is serving as the Fiscal Agent and the Contracting Agent, the IC may direct that PARTY to retain a specified amount of Countywide Funds to pay the PARTY for performing the services of Fiscal Agent and Contracting Agent.

5. In the event a single PARTY is serving as the Fiscal Agent, the Administrator and the , Contracting Agent, the IC will direct the PARTY to implement the Annual Workplan and Budget as approved by the IC and the Commission. This includes paying the costs specified in the approved Budget for the PARTY performing the duties of the , Administrator, the Fiscal Agent and the Contra'cting Agent, as well as carrying out the duties of each.

6. If the Contracting Agent is, at any time, running out of funds or projects a shortfall in funds due to changed conditions or circumstances, the Contracting Agent shall immediately inform the IC and the Fiscal Agent and proceed according to the directions of the IC.

7. When making transfers of funds to the Contracting Agent, the Fiscal Agent shall make the required arrangements for an electronic transfer of funds or for preparation of a check made payable to the Contracting Agent.

8. If the Contracting Agent does not receive funds from the Fiscal Agent pursuant to the schedule directed by the IC, the Contracting Agent shall promptly inform the Fiscal Agent and the Fiscal Agent shall promptly arrange for the funds to be transferred. 5/6/13 30
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9: At the end of the fiscal year, the IC will review the Year End Contract Status Report from the Contracting Agent, the Year-End Budget Report from the Fiscal Agent, and the Year-End Report from the Administrator. The IC may direct the Contracting Agent to transfer unspent, unencumbered funds to the Fiscal Agent or to retain such funds for use in the following fiscal year. The Contracting Agent will promptly comply with the directions of the IC.

10. If the IC directs the Contracting Agent to transfer unspent funds to the Fiscal Agent, the Fiscal Agent shall acknowledge receipt of s'uch funds to the Contracting Agent and shall note the transfer in the accounting records of the Fiscal Agent pursuant to generally accepted government accounting procedures.
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County of Santa Clara
Department of Agriculture and Environmental Management
Recycling and Waste Reduction Division
1555 Berger Drive Suite 300
San Jose, CA 95112
(408) 282-3180
Fax ( 408) 282-3188
DATE:

TO:

FROM:

RE:

September 2, 2014
Clerk of the Board
Lisa Rose 1--tJ
Memorandum of Agreement
http://www.ReduceWaste.org
Attached are the original, signed copies of the Agreement Creating the Santa Clara County Recycling and Waste Reduction Technical Advisory Committee, signed by each Party to the Agreement. Please forward an executed copy to me (electronically) and I will distribute to each of the cities. Please contact me at 408-282-3166 or [email protected] if you have any questions.

Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Ken Yeager, S. Joseph Simitian County Executive: Jeffrey V. Smith 301
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EXHIBIT B
Composting Education Program Jurisdiction Contributions Fiscal Years 2025-2027
Jurisdiction
2024
Population*
% of Santa Clara
County
Population
FY 25-26
Jurisdiction
Contribution***
FY 26-27
Jurisdiction
Contribution***
Jurisdiction Total for
Term of the MOU
$147,000 **
Cupertino 59,471 3.12% $4,593.45 $4,593.45 $9,186.90
Gilroy 61,033 3.21% $4,714.09 $4,714.09 $9,428.18
Morgan Hill 46,384 2.44% $3,582.61 $3,582.61 $7,165.22
Mountain View 86,535 4.55% $6,683.83 $6,683.83 $13,367.66 Palo Alto 67,973 3.57% $5,250.13 $5,250.13 $10,500.26
San Jose 969,491 50.94% $74,881.95 $74,881.95 $149,763.90 Santa Clara 132,048 6.94% $10,199.18 $10,199.18 $20,398.36 Unincorporated 90,467 4.75% $6,987.53 $6,987.53 $13,975.06 PROGRAM TOTAL 1,513,402 79.52% $116,892.77 $116,892.77 $233,785.54 SCC County Population 1,903,198
****The total MOU amount decreased by 0.01 cent to resolve rounding variance. ***Jurisdictions will provide the full contribution amount for each fiscal year.

COMPOSTING EDUCATION PROGRAM JURISDICTION CONTRIBUTIONS BY POPULATION *Source: State of California, Department of Finance https://dof.ca.gov/forecasting/demographics/estimates/e-4-population-estimates-for-cities-counties-and-thestate-2021-2024-with-2020-census-benchmark/ ** $147,000.00 was the Composting Education Program's initial cost of service to implement a Countywide Program that assumed participation from all 16 jurisdictions within the County.
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EXHIBIT C

JURISDICTION RESPONSIBILITIES
a) Coordinate with the assigned Program representative to promote Composting Education Program Workshops and/or events via jurisdiction specific communication and outreach channels. b) Assist the Program in securing workshop room locations equipped with adequate infrastructure and materials for hosting Composting Education Program workshops. c) Connect the Program with school contacts to schedule school events. d) Participating jurisdictions shall submit the contribution amount and follow the funding terms outlined in Exhibit C of the MOU.
e) Provide jurisdiction recycling and waste reduction collateral materials for the Program to disseminate during events and workshops.
f) Make good faith efforts to communicate with the Program in a timely manner to ensure successful coordination of workshops and/or events.
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Composting Education Program
Fiscal Year 2026 and Fiscal Year 2027 Scope of Work
Updated July 17, 2025
The Composting Education Program (Program) is a vital initiative that directly supports the county’s waste reduction goals by engaging the community in sustainable waste management practices. This scope of work outlines services from University of California Cooperative Extension (UCCE) Santa Clara Composting Education Program for FY 25-26 and FY 26-27 based on the following funding commitments from participating jurisdictions.

For FY 25-26 and FY 26-27, the Compost Education Program will be funded by multijurisdictions through an MOU managed by the City of Morgan Hill. To ensure program continuity and honor commitments for workshops already scheduled and promoted, the University of California Cooperative Extension will continue conducting the program from July 1, 2025, even before the MOU is executed. UCCE will cover program costs during this interim period and will be reimbursed retroactively from the agreement to July 1, 2025, once the MOU is in place. Under the terms of the MOU the Program will receive payment for the entire amount listed below for both fiscal years under this funding schedule.

The Program’s scope of work to provide services Countywide was initially proposed at $147,000, however the total amount for services reflected in the table below is modified to remove the cost contributions from jurisdictions that have opted not to participate in the multijurisdictional Composting Education Program. The updated scope of work and Program cost accounts for services that will only occur in the jurisdictions that participate in the MOU.

Each jurisdiction’s cost contribution amount listed in the table below is based on the percentage of the Santa Clara County population that resides in each participating jurisdiction and the percentage of the jurisdiction population is divided into the initial Countywide Program cost for services at $147,000. The population was exported from the California Department of Finance for 2024.
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This MOU’s funding will support 0.5 FTE program coordinator. The program is also supported by UCCE staff including the Organic Waste Management Advisor and Master Gardener Program Coordinator. The UCCE Organic Waste Management Advisor will provide academic oversight ensuring that information disseminated by the Master Composter volunteers is sciencebased. The Advisor will also develop curriculum and training materials for Master Composter Volunteers and contribute to evaluation of the program. The Master Gardener Program Coordinator will oversee training and continuing education for Master Composter volunteers and support the program coordinator in program reporting.

Annual Deliverables for each FY 25-26 and FY 26-27
The following deliverables will be completed each fiscal year during the two-year program period:

Task 1: Educational Outreach and Workshops
1a: Workshop Delivery
● Conduct at least 25 workshops annually (including up to 4 online workshops and 2 workshops in Spanish), approximately split up as follows:
▪ i. South County (Gilroy-Morgan Hill) 2-3 workshops
▪ ii. West Valley (Cupertino) 2-3 workshops
▪ iii. San Jose 8 -12 workshops
▪ iv. North County (Palo Alto, Mountain View) 4 - 6 workshops ▪ v. Central (Santa Clara) 3-6 workshops
● Schedule and promote workshops in participating jurisdictions. ▪ An annual workshop schedule will be created at the beginning of the fiscal year.

COMPOSTING EDUCATION PROGRAM JURISDICTION CONTRIBUTIONS BY POPULATION Jurisdiction
2024
Population
% of Santa
Clara
County
Population
FY 25-26
Jurisdiction
Contribution
FY 26-27
Jurisdiction
Contribution
Jurisdiction Total
for MOU Term
Cupertino 59,471 3.12% $4,593.45 $4,593.45 $9,186.89
Gilroy 61,033 3.21% $4,714.09 $4,714.09 $9,428.18
Morgan Hill 46,384 2.44% $3,582.63 $3,582.63 $7,165.25
Mountain View 86,535 4.55% $6,683.83 $6,683.83 $13,367.65 Palo Alto 67,973 3.57% $5,250.13 $5,250.13 $10,500.25
San Jose 969,491 50.94% $74,881.95 $74,881.95 $149,763.90 Santa Clara 132,048 6.94% $10,199.18 $10,199.18 $20,398.36 Unincorporated 90,467 4.75% $6,987.53 $6,987.53 $13,975.06

PROGRAM
TOTAL $116,892.77 $116,892.77 $233,785.54
SCC County
Population 1,903,198
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▪ Workshop educator’s name will be shared with the jurisdiction one week prior to the workshop.
● Request workshop participants complete workshop evaluation and survey after each workshop.
● When possible, we will coordinate workshops with the San Jose Community Composting Network, a partnership between the North Santa Clara Resource Conservation District, Valley Verde, and the San Jose Conservation Corps + Charter School, with the goal of expanding community composting and food waste collection services and providing free compost to urban farmers in underserved communities.
2a: Community Engagement
● Participate in 15 community events across participating jurisdictions ▪ Community events may include:
▪ Plant and Pollinator Day (San Jose)
▪ Eco Fair (Santa Clara)
▪ Pomeroy Community Garden Day (Santa Clara)
▪ Master Gardener Spring Market Garden (San Jose)
▪ Earth Day Events (Cupertino)
▪ Santa Clara County Fair (San Jose)
▪ Martial Cottle Park Harvest Festival (San Jose)
▪ Health and Wellness Resource Fair (Morgan Hill)
● Host 6 Community Composting Workdays open to the public 3a: School Composting Education and Support
● Support at least 10 kindergartens through 12th grade (K-12) school events in participating jurisdictions, by request from schools and UCCE nutrition education programs ● Provide direct outreach to at least 1,500 students or other youth annually, by request from schools and UCCE nutrition education programs
● Support installation of compost systems in up to 5 K-12 schools annually, by request from schools and UCCE nutrition education programs
Task 2: Technical Support and Services
2a. Direct Assistance
● Provide direct technical support to residents and organizations on composting and organic materials management:
▪ Referrals
▪ Online requests at https://cesantaclara.ucanr.edu/Home_Composting_Education/ ▪ Rotline phone number 408 918 4640; callers are directed to online resources reducewaste.org and calls are answered. Information is provided on workshops, bin sales, trash sorting, and composting. Voicemail messages are answered within two business days.

Technical assistance may range from answering simple inquiries, to conducting feasibility studies and designing compost systems.
2b.Resource Distribution
● Facilitate sale of compost bins to workshop attendees and other qualifying customers 306
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▪ Research and if available, provide options of 2 compost bins and 2 worm compost bins for distribution.
● Direct all attendees and education partners to the ReduceWaste hub (reducewaste.org) for countywide information on services, programs, and resources (including HHW, Green Business, TAC, and others)
Task 3: Program Development and Expansion
3a. Regulatory Compliance Outreach
● Provide outreach on SB 1383 requirements, organic waste recycling, food waste reduction, and curbside collection at each workshop specific for each jurisdiction. 3b. Demonstration Site Operation and Enhancement
● Further develop the Community Composting Demonstration Site at Martial Cottle Park for ▪ Compost production demonstrating composting different materials, and the application of traditional and innovative methods and tools
▪ Providing compost to community members or organizations, developing a distribution process
▪ Providing community workdays for residents to gain experience working with various types of composting systems
3c. Master Composter Volunteer Training
Continuing Education for Master Composters, including:
▪ Coordinating expert guest lecturers
▪ Coordinating with waste management experts regionally ▪ Training Master Composter Volunteers to provide value in classes, events, and their communities
▪ Master Composter Initial Training (FY 25-26 only)
Conduct an initial training course to develop new Master Composters every other year
Task 4. Reporting and Documentation
4a. Quarterly Reporting
● Submit quarterly reports and an annual report to TAC containing:
▪ Data on number of workshops and events (including a list of events attended and their locations by City)
▪ Number of people served by each city
▪ Number of online requests and call handled
▪ Website analytics
▪ Social media analytics
▪ Estimates of impact including changes in waste management practices of program participants
4b. Annual Reporting
• Summary of all measurements and assessments collected throughout the year • Compilation of data by city reported quarterly
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• Any data collected from longitudinal surveys to assess waste diversion and compost activities
Sheila Barry, County Director, UCCE Santa Clara
(408) 438-8791
[email protected]
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CITY OF CUPERTINO
Agenda Item
25-14130 Agenda Date: 9/16/2025
Agenda #: 18.

Subject: Award of a design professional services agreement to DIALOG Design LP for the City Hall Annex Improvements project (420-99-248) for the renovation of an existing building located at 10455 Torre Avenue for a total not-to-exceed amount of $493,243.

1. Award a design professional services agreement to DIALOG Design LP for the City Hall Annex Project for basic services in the amount not to exceed $448,243; and

2. Authorize the City Manager to execute a Design Professional Services Agreement with DIALOG Design LP when all conditions have been met; and

3. Authorize the Director of Public Works to execute any necessary additional services, up to a contingency amount of $45,000 (approximately 10% of base services,) for a total not to exceed amount of $493,243.

CITY OF CUPERTINO Page 1 of 1 Printed on 9/10/2025
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CITY COUNCIL STAFF REPORT
Meeting: September 16, 2025
Subject
Award of a design professional services agreement to DIALOG Design LP for the City Hall Annex Improvements project (420-99-248) for the renovation of an existing building located at 10455 Torre Avenue for a total not-to-exceed amount of $493,243.

Recommended Action

1. Award a design professional services agreement to DIALOG Design LP for the City Hall Annex Project for basic services in the amount not to exceed $448,243; and

2. Authorize the City Manager to execute a Design Professional Services Agreement with DIALOG Design LP when all conditions have been met; and

Background
In March 2021, the City purchased the property at 10455 Torre Avenue for $4,450,000, to provide a customer-serving facility during a City Hall renovation or reconstruction project and to facilitate future programmatic needs.

This City Hall Annex Improvements project (“project”) was funded in the Fiscal Year (FY) 2021-22 Capital Improvement Program (CIP) budget for $3 million. The project description is to “program, plan and build facility improvements to facilitate short-term and long-term use[s] of this facility. The scope of work will include programming, planning, design and construction.”
This project will renovate the existing interior of the building located at 10455 Torre Avenue into a flexible space, with an open floor plan layout for use as a customer-facing facility for services currently provided from City Hall. Currently, the approximately 5,730 square foot (SF) building is a professional service office which is anticipated to be fully renovated. The building was constructed in 1977 and is a single-story wood frame, stucco exterior office facility. Exterior improvements will be limited to those required by the building code and Title 24 energy code requirements, such as providing an 310
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accessible path of travel and window assemblies with improved energy performance.

Landscaping will be evaluated for appropriate planting and irrigation upgrades.

At the June 7, 2022, City Council meeting, the agreement with DIALOG Design LP (Dialog) was approved for a total appropriation of $508,502. Programming and design for the renovation of the facility was initiated immediately.

On October 18, 2022, City Council received an update on the project, and approved the following:
(1) Amend the project scope to include programming, design, and construction of the building as the City’s Permit Center and Emergency Operations Center (EOC);
(2) Approve an amendment to the Dialog agreement, bringing the total appropriations for that contract to $610,202; and
(3) Authorize the execution of a design professional services agreement with Cumming Management Group, Inc. (Cumming) for project management and construction management services.

The project was put on hold in July 2023 when cost estimates showed construction would exceed $7 million, and efforts to reduce costs were unproductive. Proceeding with the renovation project at that scale was not cost-effective while the City Hall renovation/replacement project scope was under discussion. The contract with Dialog expired, having expended approximately $286,144 of the total $610,202 compensation allowed.

On April 2, 2025, Council directed staff to re-initiate this project during the discussion of the FY25-26 CIP proposed projects, acknowledging the significantly increased construction cost. It was agreed that the project would continue in design phase using the currently allocated project funding, and a budget modification for any additional design, project management or construction costs would be pursued after construction bids were received.

Reasons for Recommendation and Available Options
In accordance with CMC 3.22.060 C, a formal competitive solicitation is required for contracts over $220,000. In 2022, a competitive solicitation process occurred for the professional design services contract awarded to Dialog. As a continuation of the previously approved design professional services, it is determined that Dialog is the most qualified firm to continue the work, since the prior knowledge and qualifications for the work are significant contributors to the success of the project. Thus, the City’s Purchasing mManager and Director of Public Works determined that an exemption to the competitive solicitation process is appropriate in this case. 311
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Dialog submitted a scope and fee proposal for consideration. After negotiations, the proposal was reduced to $448,243 total compensation for base services. The draft agreement with Dialog is included as Attachment A. Some notes on the services:
 An additional consultant was added to the Dialog scope. Previously, the Systems Integrator (AV/IT/Security) was planned to be directly contracted by the City. It is a more efficient relationship to include this scope/contract into the overall design team, led by Dialog. This added approximately $120,000 to the overall cost of the Dialog agreement.
 Remobilizing the design team and re-reviewing the project documents requires an additional fee of approximately $46,000. The design team consists of Dialog and 5 consultants: structural engineers (KPFF), landscape architects (Dillingham & Associates), mechanical and plumbing engineers (Litzenberger), electrical engineers (WKM), and the systems integrator (Interface).  After those two additional costs are removed from calculation, the fee proposal is approximately $38,000 greater than the funds that remained on the 2023 agreement, representing a reasonable 15% increase.

Sustainability Impact
Project design and construction will be required to meet current Title 24 energy requirements and the City’s sustainability goals.

Fiscal Impact
The Fiscal Year (FY) 2021-22 Capital Improvement Project (CIP) budget for the City Hall Annex Improvements (10455 Torre) Project is included in budget unit 420-99-248. City Council approved a fund of $3 million for the design and construction of this project. If this contract is awarded, the unencumbered funds would be approximately $1.73 million. Approved funds are adequate to cover the cost of this contract and no budget adjustment is required at this time.
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Fiscal Summary
Current Funding Status (Budget) Amount
City Approved Funds FY22 $3,000,000
City Approved Funds 3
rd Quarter, FY22 $25,000
$3,025,000
Current Expenditures/Encumbrances Amount
2022-23 Dialog agreement ($286,144)
2022-23 Cumming agreement ($84,396.35 spent to
date, total contract amount is indicated because
the contract is active)
($431,766)
2022-23 other expenses (geotechnical survey, asbuilt drawings, PG&E, etc.) ($85,492) FY25-26 Dialog contract (includes contingency)
*Tonight’s action ($493,243)
Subtotal: ($1,296,645)
Current Funding Status (Budget) Amount
Approved project funding $3,025,000
Expenditures ($1,296,645)
Project funds remaining: $1,728,355
City Work Program (CWP) Item/Description
City Hall Retrofit and City Hall Annex Renovation including the EOC/ Implement the previously approved 2022 Council plan with EOC migration.

Council Goal:

Quality of Life
California Environmental Quality Act
This project is exempt from the California Environmental Quality Act (CEQA) under 14 C.C.R. Section 15301 (minor alteration of existing facilities will not revise or expand the existing office use of the property or footprint of the existing structure.) _____________________________________
Prepared by: Susan Michael, CIP Manager
Reviewed by: Chad Mosley, Director of Public Works
Approved for Submission by: Tina Kapoor, Interim City Manager Attachments:

A – Draft Agreement-Dialog
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DIALOG Design L.P. for City Hall Annex Improvements Project (10455 Torre Ave.) 1 of 11
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DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE)
WITH DIALOG DESIGN, L.P.

1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and DIALOG Design, L.P. (“Consultant”), a Limited Partnership for City Hall Annex Improvements Project (10455 Torre Ave.) (“Project”), and is effective on the last date signed below (“Effective Date”).

2. SERVICES

2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected byCity. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19.

2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing.

All references to “Services” in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal.

Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions.

2.3 Consultant’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City.

The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by consultant pursuant to this agreement.
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3. TIME OF PERFORMANCE

3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2028, unless terminated earlier as provided herein (“Contract Time”). The City’s appropriate department head or 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. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each task within the time specified in Exhibit B.

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

4. COMPENSATION

4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $493,243.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price.

4.2 Basic Services. City will pay Consultant $448,243.00 (“Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Price is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials, supplies, equipment, travel, taxes, overhead, and profit. Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”).

Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site.

4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $45,000.00 Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for Reimbursable Expenses only. Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site.

4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty (30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of 315
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completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses.

5. INDEPENDENT CONTRACTOR

5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker’s compensation, retirement, or any City benefit.

5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed asspecified to City’sreasonable satisfaction.

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

5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub-Consultants relative to the portion of their work.

5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for 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 316
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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. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above.

5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense.

6. PROPRIETARY/CONFIDENTIAL INFORMATION
During the Contract Time, Consultant 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. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data.

7. OWNERSHIP OF MATERIALS

7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (“Work Product”), 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 a third-party without prior written approval by City.

7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details.

7.3 Patents and Licenses. Consultant 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. 317
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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 Consultant and its sub-Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City’s re-use of Work Product:
(a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects.

7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats.

8. RECORDS

8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant’s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four (4) years from the date of City’s final payment.

8.2 Consultant will provide City full access to Consultant’s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 survives the expiration/termination of this Agreement.

8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant 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
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 will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means fifty percent (50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees.
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10. PUBLICITY / SIGNS
Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one (1) 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 Agreement, without prior written approval from the City.

11. INDEMNIFICATION

11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows:
a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant.

Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code.
b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other costs and fees of litigation.
c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers 319
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(collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City.

Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein.

11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions.

Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee.

11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant’s payments to cover moneys due to City.

11.4 Consultant 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 Consultant 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.

11.5 This Section 11 shall survive expiration or termination of this Agreement.

12. INSURANCE
On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant.

13. COMPLIANCE WITH LAWS

13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. 320
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13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a “public works” component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City’s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5.

13.3 Discrimination Laws. Consultant 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. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5.

Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision.

13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant 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. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees.

13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section.

14. PROJECT COORDINATION

14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will be Susan Michael, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative.

14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project Manager for all purposes under this Agreement will be Dong Kim, who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City’s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 321
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15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant.

Consultant 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. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant’s final invoice reasonably approved by the City.

16. TERMINATION
City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty (30) days of Consultant’s final invoice.

17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.

Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. 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). If a dispute arises, Consultant 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 City 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. This Section 18 survives the expiration/termination of this Agreement.

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 any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether of the same or a different character. 322
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21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. 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 this 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.

22. INSERTED PROVISIONS
Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision.

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.

25. SURVIVAL
All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect.

26. NOTICES
All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery 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:Susan Michael
Email: [email protected]
To Consultant:

DIALOG Design, L.P.
126 Post Street, Suite 500
San Francisco, CA 94108
Attention: Dong Kim
Email: [email protected]
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27. EXECUTION
The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. 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.

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement.

CITY OF CUPERTINO CONSULTANT
DIALOG Design L.P. per its General
Partner DIALOG Holdings USA, Inc.

A Municipal Corporation
By
Name
Title
Date
By
Name
Title
Date
APPROVED AS TO FORM:

MICHAEL K. WOO
Senior Assistant City Attorney
ATTEST:

KIRSTEN SQUARCIA
City Clerk
Date
Dong Kim
Authorized Signing Officer
Tina Kapoor
Interim City Manager
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DIALOG Design LP
126 Post Street, 5/F
San Francisco, CA 94108
TEL 628.444.6130
DIALOGDESIGN.CA
June 2, 2025
Susan Michael
Capital Improvement Programs Manager
Public Works, City of Cupertino
10350 Torre Ave
Cupertino, CA 95014
Dear Susan,
Re: City of Cupertino City Hall Annex Design Continuation Fee Proposal
Our File: TBD (Previous Project No. 2005958)
We are pleased to present this Fee Proposal for the City of Cupertino City Hall Annex Design Continuation on behalf of DIALOG Design LP (referred to as DIALOG in this document and in project documentation).

We have previously contracted with the City to provide a design of temporary City Hall Annex in 2022 and have completed the Design Development phase of the project. Based on the funding availability, the project was cancelled. We understand the city would like to continue the project design. This proposal based on you feedback on 5/25/2025.

1. SCOPE OF THE PROJECT
We understand the Scope of the Project to be generally as follows:

Project Name: City of Cupertino City Hall Annex Design
Project Location: 10455 Torre Ave, Cupertino, CA 95014
Owner Name: Citty of Cupertino
Major Building Functions: City Hall Annex Office and Public Service Building Approximate Building Area: ±$5,800 SF
Construction Cost Budget: ±$6.5 million TBD
Project Delivery Methodology: Design Bid Build, Stipulated Sum Anticipated LEED or alternative body’s Certification target: California Building Code Reference Information or Documents: DIALOG’s Design Development Project Documents dated 1/23/2023

2. PROJECT SCHEDULE
We understand the intent of the project schedule to be generally as follows:
− Value Engineering: within 1 month of the project authorization − Planning Department Review and Approval: within 3 months of the Planning Submittal − Construction Documents: within 3 months of the Planning Submittal Approval − Permitting: 3 months anticipated
− Bidding and Contracting: 2 months anticipated
− Construction Administration: 6 months anticipated

3. SCOPE OF BASIC SERVICES

3.1. Basic Service Disciplines. We will provide Basic Services in the following disciplines:

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− Architecture: DIALOG
− Interior Design: DIALOG
− Structural Engineering: ZFA
− Mechanical Engineering: Litzenberger Engineering
− Electrical Engineering: WKM, Inc.
− Landscape Architecture: Dillingham and Associates
− EOC Low Voltage/Data: Interface Engineering

3.2. Scope of Basic Services. Our Basic Services in these disciplines will consist of the following phases:
− Project Initiation/Schematic Design/Design Development for Low Voltage/Data Scope only
− Value Engineering/Project Restart
− Construction documents
− Permit
− Bidding
− Construction Administration

3.3. Scope of Service Definitions. The areas and scopes of work for our Basic Services listed above in 3.1 and 3.2 are defined as:
− DIALOG’s Standard Terms and Conditions (Schedule 1)

3.4. Bid Packages and Deliverables. Our Basic Services include the following bid packages and deliverables:
− Value Engineering Confirmation Report in PDF format
− 95% Construction Documents Drawings and Specifications in PDF format − Permit Submittal Drawings and Specifications in PDF format

3.5. Construction Cost.
− Construction Cost Estimates will be prepared by:
o The construction manager, engaged by others.
− The Owner’s Construction Cost Budget and the Construction Cost Estimates shall include:
o A design and pricing contingency to provide for the evolution of the design and refinement of the Construction Cost Estimate
o An escalation contingency to cover price escalation from the time a Construction Cost estimate is prepared to the time when bids are received o A Construction Contingency to cover necessary design and construction changes
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3.6. Owner Responsibilities. Responsibilities of the Owner are defined by the following documents:
− DIALOG’s Standard Terms and Conditions.
− All geotechnical (soils), survey, hazardous material and environmental services and consultants are to be provided by the Owner; DIALOG does not provide these services.

And as listed below:
− Provision of existing conditions drawings and reports fully documenting the site, existing building and existing building systems in a usable digital format − Payment of LEED or a similar body’s registration and certification fees, and Third Party fees including model review fees.
− Engagement of Commissioning Agent as required by the Agency Having Jurisdiction − Engagement of Civil Engineer if the Fiber Infrastructure Connection between the City Hall and the Annex requires site work.

4. PROJECT SPECIFIC UNDERSTANDING
a. Planning Department Review submittal package generation, based on our previous submittal, is included.
b. Design services outlined in this proposal account for the structural design requirement for essential services structural requirement.
c. The electrical system design include provisions for portable generator connection, and UPS battery backup system.
d. Photovoltaic (PV) system design requirement will be included as design criteria document for deferred submittal document by a design-build PV contractor. e. We will provide requirement documents and provide engagement related to the PG&E power service application. We request the City provides all applications and related fees. f. CMO/Council presentation and Construction Documents 3D renderings are excluded in this proposal.
g. Emergency Operational Center Low voltage system designer proposal is included in this proposal. The design elements include:
i. Low voltage and Audio Visual System design to work with the City’s existing equipment to design an Emergency Operation Center (EOC)
ii. Design of Fiber Infrastructure connection between the City Hall and the Annex. (This scope may require engagement of a civil engineer. The civil engineering is not included in this proposal.)

5. FORM OF AGREEMENT
We understand that the City will provide City’s Standard Contract. We request that terms outlined in the proposal, including the Standard Terms and Conditions are considered by the City. We propose to work with the City to enter a mutually agreed contract.

6. FEE FOR BASIC SERVICES
Our Base Fee for the Basic Services set out in this Letter is as follows:
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BASE DESIGN

DISCIPLINES

EOC LOW

VOLTAGE

SUBTOTAL
Predesign/Investigation $1,640.00 $5,100.00 $6,740.00
Schematic Design $1,640.00 $12,700.00 $14,340.00
Design Development $2,090.00 $31,500.00 $33,590.00
Value Engineering/ Restart $46,303.00 n/a $46,303.00
Construction Documents $142,705.00 $42,450.00 $185,155.00 Permitting $21,945.00 $4,000.00 $25,945.00
Bidding $16,513.00 $3,100.00 $19,613.00
Construction Contract Admin $97,057.00 $19,500.00 $116,557.00 TOTAL $329,893.00 $118,350.00 $448,243.00
Reimbursable Expenses $10,000.00 NTE

7. FEE FOR ADDITIONAL SERVICES
Our fee for Additional Services will be calculated based DIALOG’s current Schedule of Hourly Rates, or will be based on a mutually agreed-upon fixed fee. The Schedule of Hourly Rates will be updated from time to time to reflect payroll costs.

8. REIMBURSABLE EXPENSES
Expenses incurred in the provision of our Basic, Additional, and Specialty Consultant Services shall be reimbursed in addition to our fees and as outlined below:
− Billed at our cost plus 10% for administration.

9. ATTACHMENTS AND REFERENCES
Please find the following documents attached:
− DIALOG’s US Standard Terms and Conditions bound into this agreement as Schedule 1 − DIALOG’s Schedule of Hourly Rates
− DIALOG’s Project Budget Worksheet

10. NOTICES
Any notice related with the present Agreement shall be in writing and in English and shall be delivered by hand or sent by registered post or email (in any case with a read receipt or written acknowledgement) to the following addresses:

If to DIALOG:

Dong Kim
Partner
126 Post St Fl 5
San Francisco, CA 94108
[email protected]
If to Client
Susan Michael
Capital Improvement Programs Manager
Public Works, City of Cupertino
10350 Torre Ave
Cupertino, CA 95014
[email protected]
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With a copy to:

Attention: Michael Markowski, Director of Risk
and Commercial Management
[email protected]
Please do not hesitate to call if you wish to review this letter in detail.

Respectfully,
DIALOG Design Limited Partnership
By its General Partner
DIALOG Holdings USA Inc.

Per
Dong Kim, Authorized Signing Officer
Date
6/2/2025
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SCHEDULE 1: DIALOG STANDARD TERMS AND CONDITIONS
These Standard Terms and Conditions shall form part of the Agreement to which they are attached.

Definitions
Additional Services. Additional Services are any services that are not set forth in the Basic Services. Additional Services include, but are not limited to (1) changes in the Basic scope of work, (2) services due to latent and/or subsurface conditions, (3) services due to changed conditions, (4) services due to unforeseen conditions or circumstances during the construction phase of the project, (5) any service not reasonably within the Basic Services envisioned, at the time the parties enter into the Agreement.

Agreement. The Agreement is defined to be the Fee Proposal/Letter of Agreement between DIALOG and the Owner, these Terms and Conditions, and the other documents that are referenced and included as part of the Agreement in the Fee Proposal/Letter of Agreement (and any subsequent amendments, addenda to or revision to the Fee Proposal/Letter of Agreement). The Agreement incorporates all the agreements, covenants, and understandings between the parties hereto concerning the subject matter hereof, and all prior agreements, covenants, and understandings, whether oral or written, are superseded and merged in this Agreement.

Basic Services. The basic scope of services set forth in the Fee Proposal/Letter of Agreement (hereinafter referred to as the “Basic Services”) by DIALOG for the Owner for the Project.

Contract Documents. The Contract Documents consist of the drawings, specifications, and any subsequent revisions, addenda, to such drawings and specifications, produced and issued by DIALOG.

Contractor or Contractors. The contractor or contractors, (hereinafter referred to as the “Contractor”), retained by the Owner to construct the Project. There may be multiple Contractors (more than one) retained by the Owner to construct the Project.

DIALOG. The entity, DIALOG entering into the Agreement to provide professional services.

Instruments of Service. The Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by DIALOG and DIALOG’s consultants under the Agreement and their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, calculations, and reports, written communications including correspondence, letters, memorandums, emails, faxes, notes, and other similar material. These Instruments of Service may be in the form of hardcopies, electronic files, or both.

Owner. The person(s) or entity (hereinafter referred to as the “Owner”) entering into the Agreement with DIALOG.

Party or Parties. Party refers to DIALOG or the Owner, and Parties refers to DIALOG and the Owner.

Project. The specific project (hereinafter referred to as the “Project”) for which DIALOG has entered into the Agreement to provide professional services to the Owner.

Terms and Conditions. “Terms and Conditions” refers to this Schedule 1: DIALOG Standard Terms and Conditions that outline the specific terms and conditions of the Agreement for services offered by DIALOG to the Owner for the Project.

Responsibilities of DIALOG DESIGN LP
The responsibilities of DIALOG are expressly limited to those services as described in this Agreement.

Where services involve:
• The provision of documents using Building Information Modelling, DIALOG does not give any express or implied warranty relating to the accuracy of quantities of construction materials, building systems, furnishings or equipment indicated, whether extracted from the model by DIALOG or by others. It is understood that the information provided in self-extracting files is provided for the convenience of the user and does not form part of the Contract Documents and further that DIALOG is in no way responsible for any unauthorized use of such information and will not be responsible of any loss or damages caused by errors or omissions in these files.

Where DIALOG provides such information, it will be subject to a detailed disclaimer documenting the terms of use under which the information is provided. Because data stored in electronic media can be altered, either intentionally or unintentionally, by transcription, machine error, environmental factors, or by operators, it is agreed that the Owner shall indemnify, defend and hold harmless DIALOG and DIALOG’s Consultants, and the officers and employees of any of them from and against any and all claims, liabilities, damages, losses and 330
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costs, including but not limited to costs of defense arising out of the use by the Owner or others of Instruments of Service or data in electronic media form, except to the extent the indemnified party is found to be solely liable.
• The provision of Construction Cost Estimates, DIALOG does not give any express or implied warranty relating to the accuracy of these estimates
• Energy modeling, DIALOG does not give any express or implied warranty that energy modeling is an accurate representation of utility charges
• Zoning or Land Use Interpretation, including representation or review with, or in consideration of, Authorities Having Jurisdiction, DIALOG does not give any express or implied warranty relating to the achievement of any specific goals, targets or undertakings in this regard
• Renovations or additions to existing facilities or property, DIALOG will review as-built information or documentation specifically made available to DIALOG as part of this project and field observations of existing conditions clearly visible at the time of review of the existing facilities or property for this project. DIALOG is not responsible for the accuracy of any information supplied to DIALOG and will rely on such documentation and field observations. DIALOG’s scope of work includes only the specific scope of the project stated in the Agreement, and DIALOG is in no way responsible for other portions of existing buildings, facilities or property and will be indemnified and held harmless in this regard. • Shop Drawing Review. DIALOG shall review Contractor’s submittals, such as shop drawings, product data, samples, and other data, which the Contractor is required to submit, but only for the purpose of checking for general conformance with the design concept and the information shown in the Contract Documents. This review shall not include review of the accuracy or completeness of details, such as quantities, dimensions, weights, or gauges, fabrication processes, construction means or methods, coordination of the work with other trades or construction safety precautions, all of which are the sole responsibility of the Contractor. DIALOG’s review shall be conducted with reasonable promptness while allowing sufficient time in DIALOG’s judgment to permit adequate review. Review of a specific item shall not indicate that DIALOG has reviewed the entire assembly of which the item is a component. DIALOG shall not be responsible for any deviations from the Contract Documents not brought to the attention of DIALOG in writing by the Contractor. DIALOG shall not be required to review partial submissions or those for which submissions of correlated items have not been received.

Where the project will be subject to the LEED or similar Certification processes, the Owner understands that processes and procedures are determined by the reviewing body, are outside the control of DIALOG, may not be uniformly implemented and may be subject to change. Further, LEED certification will require input and effort from the Owner, as well as from other consultants, contractors and other parties associated with the project that are not party to this Agreement. DIALOG does not give any express or implied warranty or assurance that LEED certification will be attained for or by the Project, and the Owner releases DIALOG and DIALOG’s Consultants from any claims or liabilities arising out of or relating to the failure of the Project to attain or retain any expected LEED certification.

Owner acknowledges that building, fire, mechanical, electrical and federal, state, and local codes are less than precise and are subject to varying interpretations by authorities having jurisdiction over the Project. The Owner acknowledges that DIALOG is obligated to prepare drawings and specifications such that the Project, if properly constructed in accordance therewith, will comply with applicable legal requirements only to the extent such legal requirements are actually established when the drawings and specifications are prepared. Codes applicable to the project are those enforced at the time of building permit submittal to the applicable jurisdiction. DIALOG shall have no obligation to anticipate any interpretations of such legal requirements and shall have no liability to any person based upon such interpretations. The Owner also acknowledges that many small community or large institutional jurisdictions regularly sub-contract plan-checking and approval services to other jurisdictions without the knowledge of DIALOG or Owner. The Owner acknowledges therefore, that extra construction costs may accrue as a result of accommodating specific, but unpredictable, partial interpretations of the codes; and differences in these partial interpretations between the various governing authorities, subsequent to initiation of Project construction.

DIALOG shall in no way be held liable for increased construction costs associated with these partial or overlapping interpretations.

The Americans with Disabilities Act (ADA) provides that it is a violation of the ADA to design and construct a facility for first occupancy that does not meet the accessibility and usability requirements of the ADA except where an entity can demonstrate that it is structurally impractical to meet such requirements. The Owner acknowledges that the requirements of the ADA will be subject to various and possibly contradictory interpretations, and may require expert interpretation. In such cases and when requested by DIALOG, the Owner shall consult with its attorney or other qualified expert to review the design and make appropriate recommendations. DIALOG will use its professional efforts to interpret applicable ADA and other federal, state and local applicable codes, and code amendments as they apply to new work. DIALOG however, cannot and does not warranty or guarantee that the Owner's Project will fully comply with all interpretations of the ADA requirements and/or the requirements of other federal, state and local laws, rules, codes, ordinances and regulations or court decisions as they apply to the Project. ADA site surveys when requested by the Owner will be billed as an Additional Service on a time and materials basis unless otherwise noted.
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Where services involve Construction Phase-Contract Administration:
• DIALOG shall not be required to make exhaustive or continuous reviews of the Work beyond General Review at intervals appropriate to the stage of the construction that DIALOG, in its professional discretion, considers necessary to become familiar with the progress and quality of the Work and to determine that the Work is in general conformity with the construction contract documents; nor shall the Construction Phase Contract Administration services be reduced beneath this scope of service • DIALOG shall not supervise, direct, or have control over the Contractor’s work. DIALOG shall not be responsible for the acts or omissions of the Contractor or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in Accordance with the Contract Documents • DIALOG shall not have control or responsibility for construction ways, means, methods, techniques, sequences or procedures selected by the contractor nor for the contractor’s safety precautions or programs in connection with the work
• The Owner acknowledges that the need for Additional Services may arise for reasons that include acceptance of Contractor-proposed substitutions that require revisions to the Construction Documents, the use of other software in addition to Onware for Construction Contract Administration, an extensive or unreasonable number or complexity of Constructor claims, requests for information (RFIs) or proposed substitutions, major defects or deficiencies in the Work or default by either the Owner or the Constructor under a Construction Contract, and dispute resolution proceedings arising out of the Construction Contract • Certificates for payment issued by DIALOG will constitute a representation to the Owner, based on such observation and review that, to the best of DIALOG’s knowledge, information and belief, the Contactor’s Work has progressed to the point indicated and the Work is generally in accordance with the design intent of the Contract Documents.
• Certificates for Payment issued by DIALOG shall not be a representation that DIALOG has made any examination to ascertain how and for what purpose the Contractor has used the monies paid on account of the Contract Price, or that the Contractor has discharged the obligations imposed on him by law.

Responsibilities of the Owner
The Owner shall provide full information required for DIALOG to provide their services including:
• A program setting forth complete, accurate, and reliable information regarding Project objectives, constraints, schedules, and criteria
• A Construction Budget, including reasonable design, escalation and construction contingencies • All necessary existing building or property information, including but not limited to surveys, subsurface, geotechnical, environmental or hazardous materials investigations, specialists’ reports, and tests, and all available exiting building information and documentation.

The Owner shall:
• Examine all documents and requests presented by DIALOG and promptly provide, in writing, decisions, approvals, and instructions
• Obtain and pay the cost of all required consents, approvals, licenses, and permits from authorities having jurisdiction
• Obtain and pay the cost of all specialty consultants
• Authorize a person to act on the Owner’s behalf
• Promptly fulfill the Owner’s responsibilities for the orderly progress of the services of DIALOG • Immediately notify DIALOG in writing if the Owner observes or otherwise becomes aware of a fault or defect in the Project or any nonconformity with the requirements of the Construction Contract.

It is understood and agreed that the Owner shall contract directly with other consultants providing other design professional services for other disciplines other than that of DIALOG. The Owner agrees that DIALOG shall have no responsibility for any portion of the Project designed by other consultants engaged by the Owner. DIALOG shall not be required to coordinate, check or verify other consultants’ construction documents or reports and shall be entitled to rely on the accuracy and completeness thereof, as well as the compliance of such documents or reports with applicable laws, codes, statutes, ordinances and regulations. The Owner agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless DIALOG from any damages, liabilities or costs, including without limitation reasonable attorneys’ fees and costs and costs of defense, arising out of or connected in any way with the services performed by other consultants engaged by the Owner. The Owner further agrees to require all other consultants engaged by the Owner to coordinate their construction documents or reports with those of DIALOG, to promptly report any conflicts or inconsistencies to DIALOG and to cooperate fully with DIALOG in the resolution of those conflicts or inconsistencies.

Neither DIALOG nor its consultants shall assume any responsibility for the design or performance of any DesignBuild systems and they shall be entitled to rely on the services provided by the Design-Build subcontractors or consultants for the Project. If a Design-Build subcontract is authorized by the Owner, the Design-Build 332
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subcontractor and general contractor shall assume 100% liability for all professional design services provided, irrespective of performance specifications or drawings that may be provided by DIALOG or its consultants. Such full liability shall be incorporated into the agreements between the general contractor and its design-build subcontractor(s). If a Design-Build subcontractor is substituted after DIALOG’s drawings have been coordinated with the drawing set, DIALOG’s time required to review and re-coordinate the Design-Build design shall become Additional Services pursuant to this Agreement.

Payment
The Owner shall pay DIALOG the fees as described in the attached Agreement, plus reimbursable expenses and all applicable taxes, and duties. Reimbursable expenses shall include all expenses reasonably incurred in the provision of their services such as plotting, photocopying, printing, courier, long distance telephone charges, travel, fax charges, postage, photography, renderings, models and consents, approvals, licenses, and permits applied for on behalf of the Owner.

The Owner shall pay for any additional services agreed to that are not included in services described in the attached Agreement. If the scope, size, budget, or schedule of the Project, or the scope of the services provided by DIALOG are changed, then the fees shall be equitably adjusted.

Payment shall follow the standard payment procedures of DIALOG unless provided otherwise in the attached Agreement. DIALOG will submit monthly invoices to the Owner for services rendered to the date of invoice. The Owner shall pay the full amount within 30 days of the date of invoice. Overdue accounts shall incur interest at 3% above prime rate. DIALOG may, at its discretion, suspend services for non-payment of accounts overdue by more than 60 days of the date of the invoice. DIALOG shall have no liability whatsoever to the Owner for any costs or damages as a result of such suspension caused by any breach of this Agreement by the Owner.

Copyright & Use of Documents
DIALOG and DIALOG’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Construction Documents, and shall retain all common law, statutory and other reserved rights, including copyrights.

Upon execution of the attached Agreement, DIALOG grants to the Owner a nonexclusive license to use the Instruments of Service solely and exclusively for purposes of constructing, managing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement.

In the event the Owner uses the Instruments of Service without retaining DIALOG, the Owner releases DIALOG and DIALOG’s consultants from all claims and causes of action arising from such uses and agrees to defend, indemnify and hold harmless DIALOG and DIALOG’s consultants from all claims, damages, costs and expenses, including the attorneys’ fees and the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the Instruments of Service.

DIALOG will prepare the Instruments of Service solely for the use of the Owner. They may not be used, modified, or relied upon by any other party unless that party is specifically named by DIALOG in this Agreement as a beneficiary of the Instruments of Service. The Owner releases DIALOG and DIALOG’s consultants from all claims and causes of action arising from such uses and agrees to defend, indemnify and hold harmless DIALOG and DIALOG’s consultants from all claims, damages, costs and expenses, including attorneys’ fees and the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the unauthorized use of or modifications to the Instruments of Service. If DIALOG terminates this Agreement as provided herein, the license granted in this section shall terminate.

Insurance
Professional Liability: Throughout the term of this Agreement, DIALOG shall maintain in full force and effect professional liability insurance with a minimum limit of Two Million Dollars ($2,000,000) per claim and Four Million Dollars ($4,000,000) in the annual aggregate.

Commercial General Liability: Throughout the term of this Agreement, DIALOG shall maintain in full force and effect comprehensive general liability insurance. The amount of the insurance shall not be less than a combined single limit of Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars ($4,000,000) in the annual aggregate, including completed operations and property damage coverage.

Workers Compensation: Throughout the term of this Agreement, DIALOG shall maintain in full force and effect Workers Compensation insurance. The amount of the insurance shall be no less than the statutory state limits.

Certificates of Insurance: Certificates of Insurance reasonably acceptable to the Owner shall be maintained throughout the duration of the Project.
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Limitation of Liability
In recognition of the relative risks, rewards, and benefits of the Project to both the Owner and DIALOG, the risks have been allocated so that to the fullest extent permitted by law, the total liability, in the aggregate, of DIALOG and its employees, officers, directors, members, partners, agents, and consultants, to Owner, its subsidiaries and/or affiliated companies and its respective employees, officers, directors, members, partners, agents, and anyone claiming by, through, or under Owner, for any and all injuries, claims, losses, expenses, or damages, whatsoever arising out of, resulting from or in any way related to DIALOG’s services, the Project or this Agreement, or any Addenda, from any cause or causes whatsoever, including but not limited to negligence, breach of contract, negligent misrepresentation, breach of statutory duty, breach of express or implied contract or warranty shall be limited to the greater of fees paid for Basic Services under this Agreement or $100,000, and in no event greater than DIALOG’s available proceeds of professional liability insurance coverage. The Owner shall include provisions in the Owner/General Contractor Agreement requiring that the Contractor defend, indemnify and hold harmless DIALOG for claims by the Contractor’s employees. The Contractor shall name Owner and DIALOG as additional insureds on the Contractor’s general liability policy. The Contractor shall also procure contractual liability coverage sufficient to cover the defense and indemnity obligations being assumed and provide evidence of this coverage to all indemnified parties. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

The Owner acknowledges that either DIALOG or the Owner may engage consultants on behalf of and for the benefit and convenience of the Owner; and agrees that DIALOG shall not be liable to the Owner, in contract or in tort, for the acts, omissions or errors of such consultants whether retained by DIALOG or the Owner.

Indemnity
DIALOG and the Owner shall each indemnify (but not defend) and hold harmless the other from and against all claims by third parties that arise out of, or are attributable in any respect to their involvement as parties to this contract, but only the extent that such claims are caused by negligent errors, or negligent omissions of the party from whom indemnification is sought or a negligent breach of this contract by the party from whom indemnification is sought. Each party’s indemnification responsibility to the other party shall be limited in accordance with that party’s respective share of contributory fault as determined in a binding dispute proceeding. This indemnification shall survive this contract. In any event, DIALOG shall not, in any circumstances, be liable for any consequential loss or damage including but not limited to loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damage, howsoever caused. DIALOG shall not be responsible for the actions of others that are contrary to or inconsistent with DIALOG’s directions or documentation.

In no event shall the officers, directors, owners or employees of DIALOG be personally liable for any obligation under this Agreement, for any alleged breach of this Agreement, for any direct, indirect, incidental or consequential losses or damage of any kind or nature whatsoever. The Parties agree that the sole and exclusive remedy by all Parties for any and all obligations and claims shall be against the contracting entities and not against any owner, shareholder, officer, director or employee. Owner expressly waives any applicable statute or regulation to the contrary. The Owner shall not commence any claim or proceeding in contract, tort, breach of statutory duty or otherwise against any current or former employee, shareholder, owner, officer or director of DIALOG arising out of acts, omissions or errors of such person pursuant to this contract.

Mutual Waiver of Consequential Damages
Neither Party shall be liable to the other Party for any indirect, punitive or consequential losses, including but not limited to loss of revenue, loss of profit or loss of opportunity allegedly suffered by the claiming Party, whether arising in contract, tort (including negligence) or under any other theory of law.

Nothing in this agreement shall be construed as limiting, in any way, the ability of either party to maintain claims for contribution and indemnity against the other party for claims or actions advanced by others.

Standard of Care
DIALOG will perform the services to the Standard of Care ordinarily exercised by other members of the profession under similar circumstances, at the same time and in the same or a similar locale.

DIALOG shall be entitled to rely upon product information published by manufacturers and shall not be held liable for relying on information or representation which it reasonably believes to be accurate.

DIALOG shall not:
i. be required to make exhaustive or continuous on-site reviews ii. be responsible for acts or omissions of the contractor, subcontractors, suppliers or any other persons performing any of the Work, or for failure of any of them to carry out the Work in accordance with the contract 334
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documents
iii. have control, charge, or supervision over, or responsibility for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs required in connection with the Work iv. be responsible for design work shown on documents prepared by others unless specifically identified and certified by DIALOG
v. be responsible for any and all matters arising from mold, mildew or other fungus substances vi. be responsible for existing facilities and property other than as specifically included in the specific scope of the project stated in the Agreement
vii. be responsible for technology failures beyond its control. viii. be responsible for breach of express or implied warranties, and DIALOG offers no such warranties in the performance of its services pursuant to this Agreement.

Toxic or Hazardous Substances
DIALOG is not responsible for the identification, reporting, analysis, evaluation, presence, handling, removal or disposal of Toxic or Hazardous Substances at or adjacent to the place of work; or for the exposure of persons, property or the environment to Toxic or Hazardous Substances at or adjacent to the place of work. The Owner will have the duty to inform DIALOG of the presence, or suspected presence, of asbestos, mold or any other Toxic or Hazardous Substances associated with the work at such time as the Owner becomes aware of any such actual or suspected presence. DIALOG does not prepare Toxic or Hazardous Material Abatement specifications. Both Parties acknowledge that DIALOG’s scope of services does not include any services related to the presence of any Toxic or Hazardous Substances. In the event DIALOG or any other party encounters any Toxic or Hazardous Substances, or should it become known to DIALOG that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of DIALOG’s services, DIALOG may, at its option and without liability for direct, consequential or any other damages, suspend performance of its services under this Agreement until the Owner retains appropriate consultants or contractors to identify and abate or remove the Toxic or Hazardous Substances and warrants that the jobsite is in full compliance with all applicable laws and regulations. The Owner shall have the duty to promptly retain a qualified expert to safely remove, encapsulate or satisfy any and all regulatory agency's requirements for the resolution of such asbestos or other Toxic or Hazardous Substances. To the fullest extent permitted by law, the Owner shall defend, indemnify and hold harmless DIALOG and its consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorney’s fees and defense costs, arising out of, or resulting from, or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any Toxic or Hazardous Substances that exist on, about or adjacent to the Project site, including without limitation the performance of the work in an area affected by asbestos, mold or another Toxic or Hazardous Substances that have not been rendered harmless, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a Party or person.

Termination
Unless otherwise stated in the attached Agreement, the services of DIALOG terminate one year after certification of Substantial Performance of the Work. This Agreement may be cancelled at any time, by either party, upon one week’s written notice. All fees and reimbursable expenses for work completed to the date of termination, as well as termination expenses incurred by DIALOG, shall be paid by the Owner.

If the Owner fails to make payment to DIALOG in accordance with the payment terms herein, this shall constitute a material breach of this Agreement and shall be cause for suspension or termination of this Agreement by DIALOG.

If DIALOG’S services are suspended for more than ninety (90) days, consecutive or in aggregate, DIALOG may terminate this Agreement.

Dispute Resolution
In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the Owner and DIALOG agree to use all reasonable efforts to resolve such disputes between themselves.

The Owner and DIALOG further agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. The Party seeking to initiate mediation shall do so by submitting a formal, written request to the other Party to this Agreement. The Parties shall share equally in the mediator’s fees and costs and bear their own attorneys’ fees, expert fees, and costs. This section shall survive completion or termination of this Agreement, but under no circumstances shall either Party call for mediation of any claim or dispute arising out of this Agreement after such period of time as would normally bar the initiation of legal proceedings to litigate such claim or dispute under the applicable law. The Parties further agree that either Party may, at their discretion, attend the mediation remotely by videoconference 335
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or other reasonable means, regardless of whether there is a health pandemic, epidemic or a stay-at-home order or recommendation in place.

If the Parties do not resolve a claim, dispute or matter in question through mediation, the method of binding dispute resolution shall be litigation in a court of competent jurisdiction in the county in which the Project is located. Each Party will bear its own attorneys’ fees, expert fees, and costs incurred in any such binding dispute proceeding.

Governing Laws and Assignment
This Agreement shall be governed by the laws of the State of California. Neither the Owner nor DIALOG shall assign their obligations without the written consent of the other. Such consent shall not be unreasonably withheld.

General Provisions
Architects are licensed and regulated by the California Architects Board located at 2420 Del Paso Rd, Suite 105, Sacramento, CA 95834.

Advertising. The Owner grants permission to DIALOG to obtain photographs of the completed Project for DIALOG’s marketing needs, and DIALOG may include reference to and photographs from the Project on its website and in its marketing materials and place DIALOG’s signage upon the Project site during construction.

Delay. The Owner agrees that DIALOG is not responsible for any claims, damages, fees or costs arising directly or indirectly from any delays for causes beyond DIALOG’s control. For purposes of this Agreement, such causes include but are not limited to, strikes or other disputes; severe weather disruptions or other natural disasters; fires, riots, wars, armed conflicts, or other emergencies or acts of God; failure of any government agency to act in a timely manner; failure of performances by the Owner or the Owner’s contractors or consultants; discovery of any hazardous substances or differing site conditions; or health pandemics or epidemics such as COVID-19 or later waves or variants of COVID-19. In addition, if the delays resulting from any such causes increase the cost or time required by DIALOG to perform its services in an orderly and efficient manner, DIALOG shall be entitled to an equitable adjustment of schedule and additional compensation.

Certifications. DIALOG shall not be required to issue certificates which extend its liability beyond that undertaken under this Agreement. Legal Certificates requested of DIALOG which are not part of the building permit will become an Additional Service. All such certifications shall be considered as “Declarations,” not Certifications. DIALOG reserves the right to change or negotiate any language that would alter DIALOG’s risks, or cost or availability of professional liability insurance.

Independent Contractor. DIALOG shall have the status of an independent contractor, not that of an agent or employee. DIALOG shall be solely responsible for the compensation, benefits, contributions and taxes, if any, of its employees, and agents.

Headings/Titles. The section headings used in this Agreement are intended principally for convenience and shall not be used in interpreting this Agreement or in determining any of the rights or obligations of the parties to this Agreement.

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of DIALOG and Owner and their successors and assigns, but neither DIALOG nor Owner may assign its obligations or delegate its duties under this Agreement (including, but not limited to, monies that are due or monies that may be due) without the written consent of the other, which consent shall not be unreasonably withheld.

No Third-Party Beneficiaries. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor or a third party against either the Owner or DIALOG. DIALOG’s services under this Agreement are being performed solely for the Owner’s benefit, and no other party or entity shall have any claim against DIALOG because of this Agreement or the performance or nonperformance of services hereunder. The Owner and DIALOG agree to require a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision.

Severability. In the event any of the provisions of these Terms and Conditions should be found to be unenforceable or invalidated, it shall be stricken and the remaining provisions shall be enforceable.

Entire Agreement. The signing of this Agreement by the Owner constitutes acceptance of the terms and conditions of this Agreement. This Agreement constitutes the entire understanding of the Parties, supersede all prior negotiations, representations, or written or oral agreements, there are no representations made other than as set forth herein. This Agreement may be modified or amended only in writing and where such written modifications or amendments are signed by both Owner and DIALOG.

Approval Authority. Neither party will be bound by this Agreement unless signed by an authorized representative of the party.
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DIALOG® HOURLY RATES
Effective January 1, 2025
Partner / Senior Management Team $355.00/hour
Principal Associate $325.00/hour
Associate $295.00/hour
Project Manager Senior $295.00/hour
Project Manager Senior Intermediate $265.00/hour
Project Manager Intermediate $225.00/hour

ARCHITECTURAL
Senior $265.00/hour
Senior Intermediate $225.00/hour
Intermediate $185.00/hour
Junior $160.00/hour

INTERIOR DESIGN
Interior Design Lead $345.00/hour
Senior $210.00/hour
Senior Intermediate $180.00/hour
Intermediate $170.00/hour
Junior $145.00/hour

SUSTAINABLE DESIGN
Senior $265.00/hour
Senior Intermediate $215.00/hour
Intermediate $195.00/hour
Junior $160.00/hour

PLANNING / URBAN DESIGN
Senior Planner / Urban Designer $230.00/hour
Senior Intermediate Planner / Urban Designer $200.00/hour Intermediate Planner / Urban Designer $180.00/hour
Junior Planner / Urban Designer $145.00/hour
TECHNOLOGIST (all categories)
Senior $225.00/hour
Senior Intermediate $195.00/hour
Intermediate $180.00/hour
Junior $145.00/hour

CONTRACT ADMINISTRATION
Senior $255.00/hour
Senior Intermediate $215.00/hour
Intermediate $195.00/hour
Junior $140.00/hour

SPECIFICATIONS
Senior Specification Writer $255.00/hour
Senior Intermediate Specification Writer $195.00/hour
Intermediate Specification Writer $180.00/hour
Junior Specification Writer $145.00/hour

ADMINISTRATION
Senior Administration $175.00/hour
Senior Intermediate Administration $155.00/hour
Intermediate Administration $135.00/hour
Junior Administration $115.00/hour
STUDENT (all categories) $135.00/hour
The Schedule of Hourly Rates will be updated from time to time. Unless otherwise stipulated, year-over-year increases for multi-year agreements will be calculated on a Cost Price Index (CPI) basis. 337
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Landscape Structural Mechanical
Fire Sprinker
Criteria Electrical Telecom/AV TOTAL NOTES
DIALOG

DILLINGHAM &
ASSOCIATES ZFA LITZENBERGER LITZENBERGER WKM Inc. Interface Principal in
Charge
Interior Design
Lead Project Manager Job Captain Base Scope
Fiber Backbone
Interconnect
Hourly Rate $ 355 $ 315 $ 225 $ 185
Task Activities
Design Documentation
June 2025 to August 2026

1.0 PREDESIGN AND INVESTIGATION $ 3,900.00 $ 1,200.00
- Project coordination 4 4

2.0 SCHEMATIC DESIGN $ 10,700.00 $ 2,000.00
- Project coordination 4 4

3.0 DESIGN DEVELOPMENT $ 25,000.00 $ 6,500.00
- Project coordination 6 4
Sub-Total Effort 0 0 14 12
Sub-Total Cost $ - $ - $ 3,150 $ 2,220
Sub-Total Cost By Discipline $ - $ - $ - $ - $ - $ 39,600 $ 9,700

4.0 DESIGN RESTART/VALUE ENGINEERING $ 2,640.00 $ 3,000.00 $ 800.00 $ 500.00 $ 3,000.00 Restart DD document review and project restart 2 2 8 4
Value Engineering
- Kick off meeting 2 2 2 2
- VE design list generation and scope itemization 2 1 6 12 - Cost Estimator coordination 2 0 2 0
VE scope meeting and summary 2 1 4 4
Generate confirmed DD package 1 1 4 16
Update project schedule 0.5 0 2 0
Plannin Review Preparation, Submittal, and Comment coordination (Submittal by the City) 0.5 0 4 16 $ 2,880.00
Coordinate Utility Applications
Application with exception to
the electrical to be done by
the City.
- Electrical Service Upgrade 0 0 2 0 $ 4,500.00
- Sanitary Sewer (N/A, existing assumed to be ok) 0 0 0 0 - Storm Water (N/A, existing assumed to be ok) 0 0 0 0
- Gas (N/A due to electrification goal) 0 0 0 0
- Domestic Water (N/A, existing assume to be ok) 0 0 0 0 - Irrigation (N/A, existing assume to be ok) 0 0 0 0
- Fire Water (Application by the city. Info to be furnished by the Design team) 0 0 2 0
- Data (City to lead based on info furnished by the team) 0 0 1 0 - Telephone (City to lead based on info furnished by the team) 0 0 1 0 Coordinate and integrate wayfinding and art strategies 0.5 2 4 6 Coordinate probable construction cost estimates with an estimator 2 0 2 0 CMO/Council Presentation material - not included 0 0 0 0 Attend CMO/Council meeting in person 0 0 0 0 Excluded per discussion.

Sub-Total Effort 14.5 9 44 60
Sub-Total Cost $ 5,148 $ 2,835 $ 9,900 $ 11,100
Sub-Total Cost By Discipline $ 28,983 $ 5,520 $ 3,000 $ 800 $ 500 $ 7,500 $ - $ - $ 46,303
$ 54,670

PROJECT BUDGET WORKSHEET

CITY OF CUPERTINO CITY HALL ANNEX DESIGN CONTINUATION
Architectural
$ 5,370
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Landscape Structural Mechanical
Fire Sprinker
Criteria Electrical Telecom/AV TOTAL NOTES
DIALOG

PROJECT BUDGET WORKSHEET

CITY OF CUPERTINO CITY HALL ANNEX DESIGN CONTINUATION
Architectural

5.0 CONSTRUCTION DOCUMENTS $ 13,230 $ 25,000 $ 10,000 $ - $ 11,800 $ 34,000 $ 8,450 Prepare and Submit 95% Design Plans and Specifications
- Code Plans 0 0 0.5 1
- Site Plan including path of travel diagram 0 0 1 2
- Plans 0 0 8 8
- Reflected ceiling plans 0 0 4 4
- Sections 0 0 8 8
- Exterior Elevations 1 0 4 4
- Interior Elevations 1 2 8 8
- Schedules 8 2 16 10
- Prepare 3D Color Rendering of the Building, including significant site elements - 2 views 0 0 0 0
Original proposal included 4
views. Updated to 2 per
discussions.
- Complete details 4 2 16 28
Incorporate agreed Sustainability and Energy Efficiency System Design Implementation. Energy modeling is excluded. 1 4 4 8
FF&E Bid Package and Coordination 0.5 8 2 8
Final Specification 4 0.5 14 0
Coordinate probable construction cost estimates with an estimator 2 0 2 0 QA/QC 16 2 8 0
Consultant coordination 0.5 0 6 4
Prepare and submit 95% CD 0.5 0.5 4 6
Follow up with utility application
- Electrical Service Upgrade 0 0 1 0
Utility application follow up
as additional line item.
- Fire Water 0 0 0 0
- Data (City to lead based on info furnished by the team) 0 0 1 0 - Telephone (City to lead based on info furnished by the team) 0 0 0 0 Solar design criteria $ 4,000
Respond to all comments including constructability review and integrate where appropriate. 1 0 8 16
Prepare and submit 100% CD 1 1 4 8
Final LEED Scorecard (not anticipated) 0 0 0 0 Excluded per discussion.

Update Sustainability Strategy Implementation Plan (Basic Code Commissioning only. No enhanced commissioning anticipated) 0 0 8 8 Commissioning plan by the
commissioning agent.

Attend and participate in the review meetings with City Staff and Stake holders. Document design review and decisions. (3 meetings) 4 2 9 2 Sub-Total Effort 44.5 24 136.5 133
Sub-Total Cost $ 15,798 $ 7,560 $ 30,713 $ 24,605
Sub-Total Cost By Discipline $ 78,675 $ 13,230 $ 25,000 $ 10,000 $ - $ 15,800 $ 34,000 $ 8,450 $ 185,155
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Landscape Structural Mechanical
Fire Sprinker
Criteria Electrical Telecom/AV TOTAL NOTES
DIALOG

PROJECT BUDGET WORKSHEET

CITY OF CUPERTINO CITY HALL ANNEX DESIGN CONTINUATION
Architectural

6.0 PERMITTING 2160 $ 8,000 $ 1,200 $ 3,000 $ 1,000
Coordinate Building Permit Submittal by the team 1 0 4 8 Update documents per city comments 2 0 12 24
Sub-Total Effort 3 0 16 32
Sub-Total Cost $ 1,065 $ - $ 3,600 $ 5,920
Sub-Total Cost By Discipline $ 2,160 $ 8,000 $ 1,200 $ - $ - $ 3,000 $ 1,000

7.0 BIDDING $ 1,000 $ 2,500 $ 600
Prepare final approved bid package for the City's use in obtaining bid 1 0 4 8 Prepare FF&E bid package for City's use in obtaining bid 0 2 6 6 Provide prompt clarifications and responses to bidders on construction documents. 2 1 8 6
Prepare addenda and drawing revisions 1 1 4 8
Attend Pre-bid walks (one each for construction and furniture) 3 0 3 0 Review Bids 1 0.5 2 0
Sub-Total Effort 8 4.5 27 28
Sub-Total Cost $ 2,840 $ 1,418 $ 6,075 $ 5,180
Sub-Total Cost By Discipline $ - $ 1,000 $ - $ - $ - $ 2,500 $ 600 Construction Administration
Six months anticipated

8.0 CONSTRUCTION ADMINISTRATION (6 months anticipated) $ 6,280 $ 16,000 $ 2,000 $ - $ 5,000 $ 14,000 $ 5,500 Preparation of Proposal Request and Change Order Documents 2 0 10 14 Evaluation of Change Order Proposals 4 0 10 0
Prepare Clarifications to Construction Documents via RFIs 2 2 8 16 Prepare Architect's Supplemental Instruction (ASI) if necessary 4 1 8 16 Review and approve submittals 2 0.5 16 12
Maintain submittal, RFI, Proposal Request, and Construction Change Logs 0 0 8 8
Attend and particiapte OAC meetings, document observations, and provide meeting notes (Weekly OAC) 10 0 80 12
Attend final walk through inspections and develop/prepare punch lists 2 0 6 2 Participate in back punch walk (1 time) 0 0 4 2
Review of closeout documents such as as-built, O&M Manuals, final reports, commissioning results, & ETC 0 0 4 4
Coordinate with contractor and complete
Sustainability/commissioning certification 0.5 0 4 0
Prepare as-built drawings from contractor's redlines and provide pdf files 0.5 0 4 8
Coordinate with other consultants and contractors 2 0 8 4 Sub-Total Effort 29 3.5 170 98
Sub-Total Cost $ 10,295 $ 1,103 $ 38,250 $ 18,130 $ 6,280 $ 16,000 $ 2,000 $ - $ 5,000 $ 14,000 $ 5,500 Sub-Total Cost By Discipline $ 6,280 $ 16,000 $ 2,000 $ - $ 5,000 $ 14,000 $ 5,500 $ 19,613
$ 116,558
$ 15,513
$ 67,778
$ 10,585
$ 25,945
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Landscape Structural Mechanical
Fire Sprinker
Criteria Electrical Telecom/AV TOTAL NOTES
DIALOG

PROJECT BUDGET WORKSHEET

CITY OF CUPERTINO CITY HALL ANNEX DESIGN CONTINUATION
Architectural
Total Cost By Discipline $ 27,190 $ 53,000 $ 14,000 $ 500 $ 28,300 $ 93,100 $ 25,250 $448,243 $ 448,243
$ 448,243
Reimbursement Costs NTE Cost plus 10% $10,000
$ 206,903

TOTAL FEE
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CITY OF CUPERTINO
Agenda Item
25-14277 Agenda Date: 9/16/2025
Agenda #: 19.

Subject: Conditionally Accept the Stevens Creek Boulevard Corridor Vision Study Adopt Resolution No. 25-080 conditionally accepting the Stevens Creek Boulevard Corridor Vision Study, requiring the following conditions be met before supporting the recommended implementation actions of the long-term, high-capacity transit project:

1. Prepare a comprehensive regional travel demand and needs analysis.

2. Complete a cost-benefit analysis, including local fiscal impacts for any high-capacity transit proposal.

3. Asses future transportation technologies and their compatibility with proposed improvements along the corridor (e.g., autonomous vehicles and microtransit).

4. Preserve, to the maximum extent feasible, Cupertino's existing investments along the corridor.

5. City Council review and approval of any implementation steps involving infrastructure or land use changes within Cupertino City limits.

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CITY COUNCIL STAFF REPORT
Meeting: September 16, 2025
Subject
Conditionally Accept the Stevens Creek Boulevard Corridor Vision Study Recommended Action
Adopt Resolution No. 25-xxx conditionally accepting the Stevens Creek Boulevard Corridor Vision Study, requiring the following conditions be met before supporting the recommended implementation actions of the long-term, high-capacity transit project:

1. Prepare a comprehensive regional travel demand and needs analysis.

2. Complete a cost-benefit analysis, including local fiscal impacts for any highcapacity transit proposal.

3. Assess future transportation technologies and their compatibility with proposed improvements along the corridor (e.g., autonomous vehicles and microtransit).

4. Preserve, to the maximum extent feasible, Cupertino's existing investments along the corridor.

5. City Council review and approval of any implementation steps involving infrastructure or land use changes within Cupertino City limits.

Discussion
At its meeting on September 3, 2025, the City Council considered the acceptance of the Stevens Creek Boulevard Corridor Vision Study, a multi-agency planning document developed jointly by Cupertino, Santa Clara, San José, Santa Clara County, and the Valley Transportation Authority. The Council’s consideration followed earlier review from the Cupertino Bicycle Pedestrian Commission and the Planning Commission, both of which had recommended that Council accept the Study with qualifications that emphasized the City’s decision-making authority, the need for fiscal responsibility, and other key points outlined in the September 3 Staff Report (Attachment C).

Council was clear that Cupertino’s support for future implementation will depend on a set of key points. These include the completion of a comprehensive regional travel demand and needs analysis, a cost-benefit evaluation addressing local fiscal impacts, review of emerging transportation technologies such as autonomous vehicles and microtransit, recognition of the City’s transit network, and preservation of Cupertino’s existing corridor infrastructure. Additionally, Council emphasized that any steps 343
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involving infrastructure or land use changes must return to the Council for full City Council review and approval.

Following this discussion, the Council adopted a motion directing staff to return to the City Council with a revised Resolution that integrates these points with the Mayor’s draft resolution.

Sustainability Impact
No sustainability impact.

Fiscal Impact
There is no fiscal impact from accepting the Study.

City Work Program (CWP) Item/Description
None
Council Goal:

N/A
California Environmental Quality Act (CEQA)
The project is not subject to CEQA.
_____________________________________
Prepared by: Matthew Schroeder, Senior Transportation Planner Reviewed by: David Stillman, Transportation Manager
Chad Mosley, Director of Public Works
Floy Andrews, Interim City Attorney
Approved for Submission by: Tina Kapoor, Interim City Manager Attachments:

A – Stevens Creek Boulevard Corridor Vision Study
B – Draft Resolution
C – Staff Report from September 3, 2025, Council Meeting 344
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Prepared by Iteris, Inc. and Winter Consulting
December 2024
Stevens Creek Boulevard Corridor

VISION STUDY

SUMMARY OF ANALYSIS RESULTS
May 7, 2024

V I S I O N
Stevens Creek
Boulevard Corridor
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STEVENS CREEK BOULEVARD VISION STUDY | i

ACKNOWLEGEMENTS
Stevens Creek Boulevard Corridor Vision Study Corridor Steering Committee
Vice Mayor Rosemary Kamei, City of San José (Chair)
Supervisor Cindy Chavez, Santa Clara County (Vice Chair) Supervisor Susan Ellenberg, Santa Clara County
Councilmember Hung Wei, City of Cupertino
Vice Mayor Kitty Moore, City of Cupertino
Council Member Dev Davis, City of San José
Mayor Lisa Gillmor, City of Santa Clara
Board Member Margaret Abe-Koga, Santa Clara Valley Transportation Authority (VTA) Board
Stevens Creek Boulevard Corridor Vision Study Working Group John Sighamony, VTA
Tamiko Percell, VTA
David Stillman, City of Cupertino
Matt Shroeder, City of Cupertino
Chris Corrao, City of Cupertino
Ramses Madou, City of San José
David Gomez, City of San José
Jamie Sidhu, City of San José
Aaron Zeelig, City of San José
Natasha Opfell, City of San José
Wilson Tam, City of San José
Raania Mohsen, City of San José
Alex Dersh, City of San José, District 1
Michael Liw, City of Santa Clara
Nicole He, City of Santa Clara
Lesley Xavier, City of Santa Clara
Steve Chan, City of Santa Clara
Reena Brilliot, City of Santa Clara
Ben Aghegnehu, County of Santa Clara
The Study was initiated through the hard work of the previous Stevens Creek Corridor Boulevard Steering Committee which included
Vice Mayor Chappie Jones, City of San José (previous Chair) Council Member Dev Davis, City of San José
Council Member Elect, Rosemary Kamei, City of San José
Mayor Darcy Paul, City of Cupertino
Council Member Kitty Moore, City of Cupertino
Mayor Lisa Gillmor, City of Santa Clara
Council Member Anthony Becker, City of Santa Clara
Council Member Teresa O’Neill, City of Santa Clara
Supervisor Susan Ellenberg, Santa Clara County
Supervisor Cindy Chavez, Santa Clara County
Stevens Creek Boulevard Corridor Vision Study Community Advisory Group
Ofisa Pati, Asian Americans for Community Involvement (AACI) Maria Ines Ortega, Cadillac Winchester Neighborhood Association Bob Levy, City of San José District Neighborhood Leadership Group Sheng-Ming Egan, Cupertino 4 All
Seema Lindskog, Walk Bike Cupertino
Shyam “Sean” Panchal, Cupertino Chamber of Commerce
Pam Grey, De Anza College Administration
Manny DaSilva, DeAnza College
Harry Neil, De Anza College Student
Perry Penvenne, Santa Clara Bicycle and Pedestrian Advisory Committee Tracie Johnson, South of Forest Avenue Neighborhood Association Cindy Baldenazi, South of Forest Neighborhood Association Jennifer Shearin, Walk Bike Cupertino
Kirk Vartan, Local Business Owner on Corridor
Chris Giangreco, Winchester Orchard Neighborhood Association We want to send a special thank you for all who participated in the project through online, webinars, surveys, interviews and pop-up events. 346
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TABLE OF CONTENTS
Corridor Vision............................................................................................................................................................................1 Vision Statement...........................................................................................................................................................................................2 Values and Guiding Principles........................................................................................................................................................................2 Implementation Planning Process................................................................................................................................................4 Engagement..................................................................................................................................................................................................4 Implementation Plan...................................................................................................................................................................5

1. Corridor Identity and Maintenance.........................................................................................................................................................6

2. Bus Transit Speed, Reliability, and Experience........................................................................................................................................9

3. Corridor Walking and Biking Infrastructure ...........................................................................................................................................12

4. Walking and Biking Network Connections ............................................................................................................................................15

5. Crossings ...........................................................................................................................................................................................16

6. Separated, High-Capacity Transit ........................................................................................................................................................19

7. Implementation Action Summary ........................................................................................................................................................23 Tables
Table 1: Corridor On-Street Parking Utilization.......................................................................................................................................................................8 Table 2: Current and Planned Corridor Area Bicycle Facilities (in Miles)................................................................................................................................. 15 Table 3: Recommended Corridor Identity and Maintenance Implementation Actions.............................................................................................................23 Table 4: Recommended Bus Speed, Reliability, and Experience Implementation Actions.......................................................................................................24 Table 5: Capital Project Components and Cost Estimate Range ...........................................................................................................................................24 Table 6: Recommended Corridor Walking and Biking Infrastructure Implementation Actions ................................................................................................. 26 Table 7: Physically Protected Bicycle Lane Projects to Compete Corridor .............................................................................................................................27 Table 8: Recommended Walking and Biking Network Connections Implementation Actions ..................................................................................................28 Table 9: Recommended Corridor Crossings Recommended Implementation Actions............................................................................................................29 Table 10: Recommended Separated, High-Capacity Recommended Implementation Actions................................................................................................30 Table 11: Preliminary Estimate for Capital Cost of Separated, High-Capacity Transit Systems................................................................................................31 347
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Figures
Figure 1: The Stevens Creek Boulevard Corridor Vision Study Area..........................................................................................................................................1 Figure 2: Rendering of Before and After Example of Potential High-Capacity, Separated Transit in the Corridor .........................................................................2 Figure 3: An Aerial View of the Corridor Looking West.............................................................................................................................................................3 Figure 4: Incremental Actions to Reach the Corridor Vision ....................................................................................................................................................5 Figure 5: Historic Signs in the Corridor ..................................................................................................................................................................................6 Figure 6: Wayfinding Signage at Meridian...............................................................................................................................................................................6 Figure 8: Corridor Maintenance and Identity Programs ...........................................................................................................................................................7 Figure 7: Slow Speed Public Education on Stevens Creek Boulevard in San José......................................................................................................................7 Figure 9: Rapid 523 Stop Enhancements at De Anza Boulevard...............................................................................................................................................9 Figure 10: Traffic Signals in the Corridor by Operating Agency...............................................................................................................................................10 Figure 11: Bicycle Lane Protection Options .........................................................................................................................................................................12 Figure 12: Concept of Physically Separated Bicycle Lanes, Shade Trees and Bus Island on Corridor.......................................................................................13 Figure 13: Corridor Areas with Right-of-Way Constraints for Sidewalk and Bicycle Lane Implementation ................................................................................13 Figure 14 Existing Bicycle Network in the Corridor Area ........................................................................................................................................................15 Figure 15: Planned Bicycle Network in the Corridor Area ......................................................................................................................................................15 Figure 16: Protected Crossing on McClellan Road in Cupertino ............................................................................................................................................17 Figure 17: Crossing Stevens Creek Boulevard Between Valley Fair and Santana Row .............................................................................................................18 Figure 18: Conceptual High-Capacity, Separated Transit Alignment and Stations in the Corridor............................................................................................19 Figure 19: Conceptual Graphic of Before and After Implementation of Elevated High-Capacity Transit System, West of I-280 ..................................................21 Figure 20: Conceptual Graphic of Before and After Implementation of Elevated High-Capacity Transit System, West of Winchester Boulevard.........................22 Appendices
A. Engagement Summary and Tracker
B. Transit Alternatives Analysis
C. Transit Signal Operations
D. Planned Conditions
E. Parking Survey
F. Conditions Report
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CORRIDOR VISION
The nine-mile Stevens Creek Boulevard/West San Carlos Street corridor (Corridor) from Foothill Boulevard to Diridon Station is vital to Santa Clara Valley. The Corridor currently serves 100,000 residents and 80,000 jobs within ½ mile of the roadway. By 2040, these populations are expected to increase to 120,000 residents and 100,000 jobs.
• One-third of corridor residents are under 18 years old, forecast to rise to over 40 percent by 2040
• Almost 20 percent of corridor residents have an annual household income under $50,000.
• 65 percent of households speak languages other than English and over 30 percent have low English proficiency.
• 7.5 percent have a disability
• 5.5 percent live in households without an automobile
The Cities of Cupertino, Santa Clara, and San José, Santa Clara County, and the Santa Clara Valley Transportation Authority (VTA)—the local government agencies responsible for transportation in the Stevens Creek Boulevard Corridor—are committed to continuous investment for pedestrians, cyclists, transit users, and drivers. We recognize that to unlock the corridor's full potential, it is essential to have a shared vision for long-term transportation goals.

Figure 1: The Stevens Creek Boulevard Corridor Vision Study Area 349
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Recognizing the need for a unified approach, the Cities, County, and VTA partnered to develop this Vision Statement. This Vision will guide the future of the corridor, ensuring cohesive planning and the coordinated management of transportation improvements.

A Steering Committee of elected officials from the participating agencies, a community advisory group, residents, businesses, and community groups provided the necessary leadership in a cooperative planning process to create a strong and sustainable Vision to guide corridor transportation investments for the next 50 years.

Vision Statement
The Stevens Creek Boulevard Corridor transportation infrastructure changed little in the past 50 years while the area it serves grew into a worldwide hub of innovation. Therefore, we envision the transportation corridor our community deserves to support continued residential and commercial vibrancy: safe and enjoyable travel for people of every age, ability, and chosen mode.

Residents, businesses, and visitors would be served by:
• A high-capacity transit system supported by station access enhancements to connect the Cities of Cupertino, Santa
Clara, and San José from Diridon Station and Downtown San José to De Anza College within twenty minutes, with
connection to Foothill Boulevard, for reliable travel to local and regional destinations. Station areas would be wellmaintained and inviting community assets. • A stress-free and enjoyable walking and bicycling
environment. High-quality pedestrian and bicycle
infrastructure would be prioritized to connect neighborhoods to the corridor within ½ mile or 20-minute walk of transit stops.
• Safe and efficient vehicle travel would be accommodated for connections to neighborhoods, businesses, and
expressways and freeways.

This Vision would be implemented by a continuous, open, and inclusive evaluation process to promote equitable access and use.

Figure 2: Rendering of Before and After Example of Potential HighCapacity, Separated Transit in the Corridor Values and Guiding Principles
The Corridor Vision would be implemented in steps. The committed shared purpose, vision, and values of the Cities of Cupertino, San José, and Santa Clara, Santa Clara County, and the Santa Clara Valley Transportation Authority (VTA) will guide the Vision implementation process:

Ongoing Collaboration
• Continually engage and collaborate with corridor users and decision-makers.
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• Incrementally improve access, comfort, speed, and
reliability of transit.
• Embrace technological innovations.

Safety of All Corridor Users
• Eliminate transportation-related fatalities and severe injuries.
• Allow safe passage for vulnerable road users along and crossing the corridor.
• Reduce the level of stress and increase the accessibility of walking and biking,
Create a Sustainable Environment to Prioritize People
• Design for all ages, abilities, and incomes of users. • Maintain the corridor as a clean and inviting place.
• Provide green space and shade, and support native wildlife and plants.
• Foster enjoyable public space.
• Support reduction in greenhouse gas emissions from
transportation.

A Transit Corridor
• Increase transit frequency and speed.
• Favor transit travel time over auto travel time in roadway operations.
• Improve access and comfort of waiting for transit.
• Implement a high-capacity, separated transit service in the corridor.

Convenience and Connectivity
• Improve the convenience of travel for people.
• Ensure access and connectivity for all travelers through investment to meet resident and business needs.
• Enhance neighborhood and business access.

Figure 3: An Aerial View of the Corridor Looking West
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IMPLEMENTATION PLANNING PROCESS
The Vision Implementation Plan serves as a framework for actions to achieve a shared Vision for the Corridor. Implementation will occur incrementally on separate project development timelines, involving distinct processes and leadership. Some items will be addressed through routine maintenance or administrative actions at the agency level, while others necessitate months or years of design and development, requiring newly identified funding sources and multijurisdictional cooperation.

Regardless of the specific implementation approach, each component of the Corridor Vision contributes to the overarching goal of safe and enjoyable travel for people of all ages, abilities, and chosen modes. The implementation planning process aligns with the Vision Statement, assessing various options.

Strategies and improvements are drawn from the VTA Community Design and Transportation Manual, refined to match local City and County specifications and standards, ensuring alignment with the area’s unique character.

Engagement
The Vision Statement for the Corridor was developed through extensive community input. Key community needs identified included addressing excessive vehicle speeds, improving safety, enhancing walkability, and achieving a better balance of transportation modes. To realize this vision, the community prioritized improved transit service, complete streets, better integration with the local community, and enhanced connections within the Corridor. Implementation efforts focus on key priorities such as upgraded bicycle lanes, improved streetscape design (including shade trees), transit infrastructure and service investments, and safer pedestrian crossings. 352
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IMPLEMENTATION PLAN
The Vision would be implemented by a continuous, open, and inclusive evaluation process to promote equitable access and use.

The Vision for the Stevens Creek Boulevard/West San Carlos Street Corridor will be implemented cooperatively among Corridor jurisdictions, transportation agencies, and the Corridor residential and business communities.

Investment in improving the multimodal transportation conditions in the Corridor should not wait for separated high-capacity transit, near-term actions can start to improve conditions for today’s users while creating an environment that better leverages future long-term investments. The six (6) recommended implementation components provide a structure to deliver near-term and long-term benefits of the Corridor Vision are:

Near Term (actions with about a 5-year development period) – These actions can be implemented in short timeframes with nearterm benefits.

1. Implement corridor identity and maintenance program(s) to support Corridor businesses and neighborhoods.

2. Improve bus transit speed, reliability, and experience.

3. Implement walking and bicycling infrastructure on the Stevens Creek Boulevard/West San Carlos Street Corridor with an emphasis on physically protected bicycle lanes while maintaining access to driveways.

4. Build out and enhance pedestrian and bicycle network parallel, across and connecting to the Corridor.

The near-term actions would also include the initiation of project development and funding for the high-capacity, separated transit service.

Near to Medium Term (actions with about a 10-year development period) – These actions require more development time due to their complexity and cost. Actions within the next five years will initiate priority projects.

5. Improve intersections and crossings to minimize
inconvenience and maximize safety for all users.

Long Term (actions with at least a 20-year development period) – The Vision of a separated, high-capacity transit service in the Corridor will require considerable time, effort and funding from each Corridor agency. The next step in the project development process is to secure funding for preliminary engineering and alternatives analysis, environmental review and the selection of a locally preferred alternative (LPA).

6. Separate transit from other vehicle operations for highcapacity transit service.

While individual projects would have their own development process with rigorous public engagement, the Corridor agencies should continue their cooperation at the staff and elected official level to bring the Corridor Vision to reality as shown in Figure 4.

Figure 4: Incremental Actions to Reach the Corridor Vision 353
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1. Corridor Identity and Maintenance
The Corridor businesses, neighborhoods, civic groups and government agencies will define a Corridor brand identity(ies) as a premier regional destination to live, work, and shop. These groups will also collaborate to maintain the historic resources, condition of infrastructure and cleanliness of the Corridor.

Transportation infrastructure that complements the community supports environmental, economic, and social considerations to create value to the people who live, work, and shop in the Corridor.

Maintenance of an attractive and clean environment to leverage the unique corridor identity for the enjoyment of residents, workers, and shoppers requires organization and resources.

Corridor Plans
The City of Cupertino Heart of the City and Monta Vista Specific Plans, City of Santa Clara Stevens Creek Boulevard Focus area and City of San José Stevens Creek, Valley Fair/Santana Row, and West San Carlos Urban Villages each envision as streetscape that accommodates more walking, biking, rolling and transit activity. The plans will be implemented through a variety of physical infrastructure and placemaking development actions consistent with the character of a multimodal commercial street. VTA’s Community Design and Transportation Manual further details the relationship of transportation and public life that inform the recommendations of the Corridor Vision Implementation.

Historic Preservation of Signs
The Stevens Creek Boulevard and West San Carlos Street Corridor is home to several vintage and historic signs—predominately in the googie, mid-century style. Current historic signs in the Corridor such as the Safeway (former Futurerama Bowl) Sign, Western Appliance Sign, and the Y Not Sign continue to define a futurelooking aesthetic.

Figure 5: Historic Signs in the Corridor
Transportation Service Signage
The identity of the transportation services and connections of the Corridor have limited visibility.

Transit identity can take a larger
role in the Corridor’s identity
through wayfinding signage,
real-time transit information,
and better identified transit
stops which allow for better
awareness and utilization of the
Corridor transportation assets.

Wayfinding signage can be used
to direct travelers from the
Corridor to routes which
provide connections across
barriers such as the Cypress
Avenue Bridge over I-280.

Figure 6: Wayfinding Signage at Meridian
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District Management and Maintenance Organizations
Management of public space is usually conducted by municipalities or adjacent landowners, however in some parts of the Corridor, business districts and chambers of commerce were formed to provide business development, clean and maintain public space, provide beautification, create a civic forum, and sponsor events and promotions. These organizations include:
• West San Carlos Street Neighborhood Business District Association
• Winchester Neighborhood Business District
• Cupertino Chamber of Commerce
Figure 8: Corridor Maintenance and Identity Programs
Vehicle Speed Limit
The Corridor speed limit is 35 miles per hour in most locations except for the segment between Lawrence Expressway and
Harold Avenue which has a speed limit of 40 miles per hour. It is recommended this segment’s speed limit be reduced to 35 miles per hour for consistency and more appropriate
conditions for bicyclists.

Vehicle Speed Reduction Enforcement and Education
Enforcement of speed limits and traffic safety
education can improve safety and comfort for
residents, workers and visitors to the Corridor. The
physical character of the roadway gives the
impression of a higher-than-posted speed limit of 35
miles per hour (40 miles per hour from Lawrence
Expressway to Harold Avenue). In advance of implementing infrastructure to actively or passively reduce vehicle speeds, enforcement can be an effective near-term action to address vehicle speed in the Corridor. Speeding is the largest primary traffic collision factor in the Stevens Creek
Boulevard Corridor (30% of
collisions), followed by
related driver factors of
failure to heed traffic signals
or signs (19%), improper
turning (19%), and violations
of vehicle right-of-way (12%).

Deployment of periodic
speed enforcement and
vision zero education
campaigns complement
physical infrastructure
countermeasures to reduce
vehicle speeds.

Figure 7: Slow Speed Public Education on
Stevens Creek Boulevard in San José
On-Street Parking
On-street parking can be an important component of a vibrant commercial corridor. A significant portion of the Stevens Creek Boulevard/West San Carlos Street has on-street parking in the Cities of San José and Santa Clara sections of the roadway. A parking utilization survey in May 2024 analyzed the use of 1,736 parking spaces: 885 directly on Stevens Creek Boulevard/West San Carlos Street, and 851 spaces within 200 feet of the Corridor on adjacent streets. Parking utilization ranged from 30 percent of spaces to 70 percent of spaces depending on location and time of day. As shown in Table 1, the highest utilized section on the Corridor was between Lincoln Avenue and Shasta Avenue and the highest utilized side streets were in the Saratoga Avenue to Richfield Drive section of the corridor.

Source: San José Business Improvement District, Discover Santa Clara, Cupertino Chamber of Commerce
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Table 1: Corridor On-Street Parking Utilization
Overall, on-street parking is well utilized throughout the Corridor, especially in areas where businesses are on small lots with limited off-street parking. Preservation of adequate parking is a key consideration for the overall design of the corridor roadway right-ofway, however curbside management which includes consideration of parking turnover, passenger vehicle and transit loading access, commercial loading, bicycle and pedestrian safety as factors should be continued practice to maximize access, mobility, and safety. Any proposed removal of on-street parking in the future should be studied further in coordination with the adjacent land
uses/properties.

During the course of the study, the use of the median for car hauler loading and unloading was mentioned as part of the balance of use in the public right-of-way since alteration of this condition would push the activity to neighborhood side streets.

Recommended Corridor Identity and Maintenance
Implementation Actions for Consideration by Agencies
• Convene businesses and business groups to explore:
o Joint advertising and branding opportunities.
o Marketing and special events
o Public safety and hospitality
o Small business grants/loans
• Communicate business resources to Corridor businesses • Coordinate street cleaning and maintenance including
graffiti removal and sidewalk and vegetation maintenance • Reduce the speed limit to 35 miles per hour from Lawrence Expressway to Harold Avenue
• Coordinate vehicle speed enforcement and speed education efforts
• Develop a process for ongoing community input and
engagement for corridor issues through the Stevens Creek Boulevard Corridor Steering Committee
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2. Bus Transit Speed, Reliability, and
Experience
The Corridor Cities and the County will work with VTA to implement bus speed, reliability and experience improvements in the Corridor.

Buses provide the primary transit mode along the Stevens Creek Boulevard Corridor—the lines serving the corridor are on VTA’s Frequent Network. The improvement of service speed, reliability, and experience is the responsibility of VTA and the Cities and County that own and operate the infrastructure utilized by the bus system.

Since buses in the corridor share the roadway infrastructure with other vehicles, designing and operating the roadway with transit vehicles and riders at the forefront can bring better service, encourage more transit riders, and support affordable and environmentally friendly transportation.

Buses primarily operate in the outside (3rd) lanes of the Corridor with a frequency of about every 10 minutes between the 23 and 523 service. More than 80 percent of the bus stops are locations where the bus stops in the 3rd lane or in a bicycle lane area which blocks the 3rd lane vehicles behind it during stops. The speed limit of 35mph on Stevens Creek can have safety implications for mixed lane operations: in 2020 a motorist fatally rear-ended a VTA bus which was slowing down for a bus stop.

The City of San José General Plan designated the Corridor a Grand Boulevard where the needs of transit vehicles and riders are given priority over other modes of travel. In 2022, the City of San José passed a “Transit First Policy” which further motivates San José to improve transit operations and access on Grand Boulevards.

There are 89 intersections and 74 bus stops (both directions) along the Corridor. The Cities of Cupertino and Santa Clara, as well as San José, partnered with VTA to implement new shelters, seating, lighting, and associated improvements at VTA Rapid 523 bus stops in 2018. The Rapid 523 service operates approximately 22 percent faster than the Local Route 23 service due to stop consolidation, alldoor boarding, and limited signal priority operations. In addition, through VTA’s Bus Stop Balancing program six eastbound and four westbound low ridership or redundant stops were removed.

Other transportation services operating in the corridor include the public Silicon Valley Hopper on-demand shared service in Cupertino and Santa Clara, private employee buses for large employers, and private transportation network companies. Efficiency through the intersections and access to and quality of the bus stops are the focus of the following bus speed, reliability, and user experience improvements.

Figure 9: Rapid 523 Stop Enhancements at De Anza Boulevard Transit Signal Priority
Traffic signals that adjust signal green time based on transit vehicle proximity currently have limited implementation in the Corridor, despite corridor-wide infrastructure and technology in place. An administrative policy for the four agencies operating signals in the Corridor (the Cities of Cupertino, Santa Clara, and San José and the County of San José) to cooperate with VTA to implement a corridorwide transit signal priority through a centralized system would be expected to reduce VTA Rapid 523 travel time by 14% and VTA Local 357
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23/51 service by 12%, saving 5.5 minutes and 5.9 minutes for end to end trips respectively.

Queue Jump
A designated waiting areas for buses at the front of an intersection along with leading bus-only green time is referred to as a queue jump. This treatment would be effective at the San Tomas Expressway intersection because the intersection is synchronized north/south to the expressway and therefore could not be a part of the east/west Corridor transit signal priority. This queue jump treatment would be expected to save up to 12 seconds per bus trip through the intersection running east/west or a 0.5% travel time savings for Corridor end-to-end trips.

Figure 10: Traffic Signals in the Corridor by Operating Agency Bus Boarding Islands
Bus boarding islands allow in-lane boarding and remove bus stops from bicycle lanes while providing additional safety protection for cyclists. Implementation of bus boarding islands reduces the amount time of buses spend at a stop and would move bus loading out of bicycle lanes along the Corridor. Full implementation in the Corridor is expected to reduce VTA Rapid 523 travel time by 2.1% and VTA Local 23/51 service by 6.1%, saving 50 seconds and 3.1 minutes for end-to-end trips respectively. The higher travel time savings for local service is due to the higher number of stops in the Corridor.

Real-Time Information
VTA provides real-time arrival and service alert information through a mobile app called Transit and at stop digital signage at light rail and bus rapid transit stations. Provision of this information on digital signs at stops in the Corridor would be a major improvement to rider comfort and understanding of vehicle arrival time.

Transit Experience Improvements
VTA and the Corridor municipalities recently made investments in transit user experience in the corridor through improved shelters, lighting, seating, accessibility, and bicycle racks on buses. Corridor municipalities continue to address fixing cracked sidewalks, tripping hazards, and adding concrete bus pads where asphalt has been impacted by frequent stopping. There will need to be periodic, ongoing capital maintenance activities to maintain the stop areas in a state of good repair.

Curbside Transit/Business Access Lanes
Transit lanes use pavement markings to prioritize buses for improvement to transit speed and reliability. Curbside bus lanes are accessible to emergency vehicles and any other vehicle for rightturns at intersections, driveways, parking maneuvers. Curbside transit lanes can also enhance the visibility and branding of transit service, and provide better visibility for vehicles entering and exiting the roadway from driveways and neighborhood side streets and can also be signed as Business Access and Transit Lanes. Given the width of the roadway and predominately three-lane in each direction configuration, curbside transit lanes could be implemented with limited change to current on-street parking.

Recommended Bus Speed, Reliability, and Experience
Implementation Actions for Consideration by Agencies
• Complete an administrative policy for the four agencies operating signals in the Corridor (the Cities of Cupertino, Santa Clara, and San José and the County of San José) to 358
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cooperate with VTA to implement a corridor-wide transit signal priority through a centralized system.
• Design and Transportation Manual (CDT) and VTA’s Speed and Reliability Program. VTA will develop a speed and
reliability improvement plan for the frequent network routes of 23, 51, and 523 with a Working Group of Corridor Agencies where priorities, funding and phased implementation.
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3. Corridor Walking and Biking
Infrastructure
Residents, businesses, and visitors would be served by a stressfree and enjoyable walking and bicycling environment through the implementation of protected, buffered, or separated bicycle facilities the length of the Corridor including protection at intersections. Where sidewalks are not to current standard, they will be improved through dedications of new development.

Balancing modes in the Corridor requires additional promotion of infrastructure for walking and biking. Investment in walking and bicycling infrastructure supports transit riders by providing easier and more pleasant stop access.

The streetscape of Stevens Creek Boulevard and West San Carlos Street has remained largely unchanged in the last 50 years, even as the communities it serves have grown and diversified. Key improvements to modernize and transform the roadway into a valuable community asset include upgrading bicycle facilities, ensuring sidewalks meet current width standards, and installing and maintaining shade trees.

Protection for Bicyclists
According to the National Association of City Transportation Officials (NACTO), protected bicycle lanes should be installed when vehicles travel at speeds of more than 25 miles per hour on a consistent basis. Given the speed limit is predominately 35 miles per hour or higher in the Corridor, the physical separation of bicycle lanes is prudent for safety and comfort. The City of Cupertino is currently implementing physically separated bicycle lanes along Stevens Creek Boulevard, and the Cities of Santa Clara and San José plan to implement bicycle separation along the Corridor.

Figure 11: Bicycle Lane Protection Options
Physical bicycle lane separation would include clear space and clear sight lines for vehicles accessing driveways. It may also include additional safety treatment for vehicle egress/ingress at driveways.

Buildout Sidewalk Width
While sidewalks are present the entire length of the Corridor, 85 percent of the sidewalks are narrower than the standards within their respective City. Generally, the sidewalks in the Valley Fair/Santana Row area and parts of Cupertino are the widest in the Corridor. The Corridor has several legacy driveways which slope through the sidewalk area. Each of the Corridor Cities’ current standards separate the sidewalk area from the driveway apron to provide for minimal sloping though the pedestrian walking space which should be implemented as adjacent buildings are developed.

Pedestrian Infrastructure Enhancements
Whether someone is walking to a restaurant, business, or residence from a parked car or bike, from an adjacent neighborhood, or from a transit stop, high-quality pedestrian infrastructure is important.

Sidewalk extensions can be used to shorten intersection crossing distances and improve pedestrian visibility. Median refuge islands Source: San José Better Bike Plan, City of San José
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are a treatment at physically large, busy signalized intersections with long crosswalks. These facilities can provide a safe midpoint for two-stage intersection crossings. Leading pedestrian intervals at signalized intersections allow pedestrians to cross at intersections before vehicles are given a green signal and gives pedestrians priority over turning-vehicles. While conventional street lights are intended to illuminate the roadway for vehicles, pedestrian-oriented lighting illuminates sidewalks and crosswalks to enhance the comfort and safety of walking at night.

Figure 12: Concept of Physically Separated Bicycle Lanes, Shade Trees and Bus Island on Corridor
Shade Trees
Shade trees are sparse in the Corridor. Only 45 percent of blocks have any trees present, and only 23 percent of blocks have trees on both sides of the roadway. Maintenance of a healthy urban forest and green infrastructure lowers the temperature at ground level, reduces glare, reduces stormwater run-off, and provides for native wildlife.

Right-of-Way Constraints
The corridor right-of-way varies block-to-block; however, the Corridor can be characterized by seven generalized segments by the types of transportation infrastructure in place:

A. Cupertino two to four lanes
B. Cupertino six lanes
C. San José/Santa Clara six lanes
D. Valley Fair/Santana Row six lanes
E. West San Carlos Street four lane no current bicycle lane F. West San Carlos Street four lane with bicycle lane
When applying sidewalk, bicycle lane, and vehicle lane standards to the existing right-of-way, areas with constrained right of way are indicated in several sections of the corridor as shown in Figure 13.

Figure 13: Corridor Areas with Right-of-Way Constraints for Sidewalk and Bicycle Lane Implementation 361
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While these constraints do not limit the feasibility of implementing improvements in the current corridor right-of-way, they do indicate some deviation from standard design may be necessary to meet mobility goals without impacting adjacent land use.

Corridor Walking and Biking Infrastructure Recommended
Implementation Actions for Consideration by Agencies
• Physically protect/separate/buffer bicycle lanes on Stevens Creek Boulevard and West San Carlos Street to provide
separation of bicyclists from vehicle while maintaining access to driveways.
• Widen sidewalk widths consistent with City standards
through dedications by new land use development.
• Plant shade trees on the sides of the Stevens Creek
Boulevard and West San Carlos Street Corridor. This would be developed within an urban forestry framework with
sustainable funding for tree maintenance.
• Review locations for installation of median refuge islands • Review the potential for leading pedestrian intervals at signalized intersections (LPIs).
• Implement pedestrian-oriented lighting when street lighting is installed or replaced in the corridor.
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4. Walking and Biking Network Connections
Residents, businesses, and visitors would be served by highquality pedestrian and bicycle infrastructure prioritized to connect neighborhoods to the corridor within a 20-minute walk of transit stops through the implementation of bicycle and pedestrian plans.

The Vision of the Corridor as a multimodal roadway is to be supported by strong connections to walking and bicycling networks.

This allows non-motorized travel for access to transit services and commercial and residential areas.

Each Corridor agency provide improvements to walking and bicycling infrastructure in the Corridor area (within ½ mile of the Corridor). The current and planned status of bicycle infrastructure based on each of the Corridor City’s bicycle plans is shown in Table

2. Overall, the bicycle network is planned to be expanded by 50 percent –from approximately 80 miles of facilities to 120 miles of facilities. This expansion includes a major investment in 68 miles of new or converted trails and protected, buffered, or separated bikeways. This would bring the proportion of the separated bikeway network from 11 percent to 63 percent in the Corridor area.

Table 2: Current and Planned Corridor Area Bicycle Facilities (in Miles) Implementation of Bicycle and Pedestrian Plans
Each Corridor agency has plans to design, fund, and construct projects to implement bicycle and pedestrian improvements. These are also supplemented by safety planning such as Local Roadway Safety Plans, Safety Action Plans, Safe Routes to School, Vision Zero Programs, and the VTA Bicycle Technical Guidelines.

Implementation of active transportation improvements should consider the accommodation of electric powered bicycle, scooters, and other micromobility to ensure emerging modes support, not conflict with walking and bicycling.

Priority Implementation Actions
The following is a sample of the 70+ parallel and connecting walking and biking network improvements prioritized by the Community Advisory Committee:
• Pruneridge Avenue Complete Streets Project (City of Santa Clara)
• Moorpark Avenue Traffic Safety Project (City of San José) • De Anza Blvd Buffered Bike Lanes (City of Cupertino)
• Lawrence Mitty Park Trail (City of Cupertino)
Figure 14 Existing Bicycle Network in the Corridor Area Figure 15: Planned Bicycle Network in the Corridor Area Bicycle Facility Type Current Planned
Trail 4.5 12.6
Buffered/Separated Bikeway 4.6 64.5
Unbuffered Bike Lane 52.6 14.3
Bicycle Boulevard/Route 18.9 30.2
Subtotal – Protected Network 9.0 77.0
Total 80.5 121.5
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5. Crossings
Crossings in the Corridor Area will be upgraded for accessible, consistent infrastructure that protects vulnerable users, considers transit access, and ensures direct connections. Safe and efficient vehicle travel would also be accommodated for connections to neighborhoods, businesses, and expressways and freeways.

Crossings of the Corridor whether at intersections, at midblock locations or across natural barriers, are important to maintain connectivity among neighborhoods, parks, commercial areas and access to corridor transit services.

From 2016 to 2022 there was an average of 188 collisions per year in the Corridor overall and 23 collisions per year involving bicycles or pedestrians—75 percent of which occurred within 250 feet of an intersection. Half of vehicle/vehicle collisions resulted in injuries, while 93 percent of collisions involving bicycles and 97 percent of collisions involving pedestrians resulted in an injury. Collisions involving a bicycle or a pedestrian were also five times as likely to result in a serious injury or fatality. Therefore, special attention to the treatment of vulnerable road users at these crossings should be made to ensure conflicting movements do not become collisions.

The Corridor Cities and the County are conducting Local Roadway Safety Plans (LRSPs), Safety Action Plans and Vision Zero Plans with specific actions to address intersection and systemic safety. For example, three Corridor intersections for recommended
improvements identified in the City of Cupertino’s LRSP: Stevens Creek Boulevard at De Anza Boulevard, Bandley Drive and Blaney Avenue.

Enhanced Crossings for Pedestrians and Bicycles
Marked and highly visible crosswalks help define where pedestrians can conveniently and predictably cross streets. While the California Vehicle Code requires drivers to yield to pedestrians in any crosswalk, whether marked or unmarked.

Streetscape design should prioritize crosswalks as an essential element of the pedestrian environment, rather than interruptions to vehicles. Due to the low approach angle at which drivers view pavement markings, incorporating parallel stripes alongside or instead of standard perpendicular markings can greatly enhance the visibility of crosswalks for oncoming traffic. Therefore, to improve crosswalk visibility ‘standard’ crosswalks delineated by two lines perpendicular to the vehicle lanes should be replaced with ‘continental’ crosswalks with lines parallel to the roadway or ‘ladder’ crosswalks with both the standard perpendicular delineation lines and the parallel continental lines or ‘zebra’ crosswalks with diagonal lines.

Currently 79 percent of crosswalks across Stevens Creek Boulevard/West San Carlos Street are high-visibility continental or ladder crosswalks, while only 47 percent of crosswalks along (across side streets) are high visibility crosswalks.

Other enhancements for crossings include pedestrian-oriented lighting, audible cues announcing roadway location (as installed at the Kiely Boulevard/Stevens Creek Boulevard intersection) , tactile or colored waiting areas and crossings, automatic detection of pedestrians and bicyclists and adjusted crossing times that vary with the crosser.

Curb Extensions and Protected Intersections
Intersections are primarily designed for processing vehicles and managing vehicle conflicts. Bicycle and pedestrian oriented intersection treatments narrow the crossing length and provide dedicated intersection space for vulnerable users.
• Curb Extensions widen the sidewalk area into the
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of right-turning vehicles, and creating shorter crossings for pedestrians. They also improve the visibility of pedestrians to drivers.
• Protected Intersections for bicycles create additional space on the sides and through intersections for bicyclists and pedestrians. Buffers, generally raised curbs, separate bike lanes on the sides and corners of the intersection and bicycle lanes are striped next to crosswalks through the intersection. Similar to curb extensions, these treatments create waiting areas while making vulnerable users more visible to slower right-turning vehicles.

Figure 16: Protected Crossing on McClellan Road in Cupertino Connections Across Barriers
The Stevens Creek Boulevard Corridor is the longest continuous east/west roadway in the study area: other than I-280, there is not a parallel roadway which makes the full connection from Cupertino to San José in the study area.

The physical barriers in the Corridor, both natural and man-made from west to east are:
• Stevens Creek
• Union Pacific Rail Tracks
• State Route 85
• Calabazas Creek
• Saratoga Creek
• Lawrence Expressway
• San Tomas Expressway
• I-880/State Route 17
• Los Gatos Creek
• VTA Green Line and Blue Line Light Rail Tracks
Stevens Creek Boulevard and West San Carlos Street cross over or under each of these physical barriers. Other facilities which cross barriers in the Study Area are:
• Saratoga Creek Pedestrian Bridge in Santa Clara
• Cypress I-280 Overcrossing in San José
• Tisch I-280 Overcrossing in San José
• Midtown-Fruitdale I-280 Crossing in San José
• Los Gatos Creek Trail I-280 Undercrossing in San José • Parkway Park San Tomas Expressway Overcrossing in Santa Clara
Improved wayfinding and identifying signage of these important crossings can enhance their usage and access among Corridor area routes for bicyclists and pedestrians.

Planned crossings in the study area for pedestrians and bicycles are:
• SR-85 Overcrossing from Grand Ave to Mary Ave in Cupertino • Saratoga Creek Trail north of Sterling-Barnhart Park and create a feasible pedestrian and bicycle connection design Source: City of Cupertino
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to Stevens Creek Boulevard under I-280 and adjacent to
Lawrence Expressway connecting the cities of Cupertino, San José, and Santa Clara
• San Tomas Expressway Overcrossing (Greenlee Drive to
Coakley Drive/Constance Drive) in San José
• Carmen Road Bridge in Cupertino
Corridor Crossings Recommended Implementation Actions for Consideration by Agencies
Initiate priority intersections and crossings projects to minimize inconvenience and maximize safety for all users. These include:
• Implement enhanced, high-visibility crossings for
pedestrians and bicyclists.
• Implement curb extensions and protected intersections. • Prioritize crossings of barriers for pedestrians and bicycles • Review key hot spots for crossing improvements such as Monroe Street and Stevens Creek Boulevard at I-880 for
potential reconfiguration to accommodate clearer travel patterns for all modes.

Figure 17: Crossing Stevens Creek Boulevard Between Valley Fair and Santana Row
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6. Separated, High-Capacity Transit
Residents, businesses, and visitors would be served by a highcapacity transit system supported by station access enhancements to connect the Cities of Cupertino, Santa Clara, and San José from Diridon Station and Downtown San José to De Anza College within twenty minutes, with connection to Foothill Boulevard, for reliable travel to local and regional destinations.

Station areas would be well-maintained and inviting community assets.

A high-capacity transit system separated from the roadway would allow for a 20-minute connection from De Anza College in Cupertino to Diridon Station and/or Downtown San José. Potential stations could be at Diridon Station or Downtown San José, Meridian, Bascom, Winchester, Saratoga. Lawrence, Wolfe, and De Anza College.

The key components of the system would be easy access to a system to carry large numbers of people quickly along the Corridor.

The vibrant public spaces and central hubs characteristics of a separated, high-capacity transit system highlight the tradeoffs between transit and personal automobile travel. While automobiles will continue to play a significant role in the transportation system, they cannot address future transportation demands without increasing congestion. In contrast, a high-capacity system offers unique
opportunities to meet these needs while delivering high-quality service that aligns with principles of human-scale design, universal accessibility, and support of activity centers.

This system could provide reliable and safe connections among major connections in the South Valley with short travel times in an environmentally friendly way without adding to traffic congestion.

The high initial capital cost is the primary barrier to implementation.

However long-term cost savings to users and value to supporting neighborhoods and businesses with a sustainable, high-quality transportation service bring enduring benefits to the community.

At-grade separated transit could be side or center running transit separated / delineated either with hardscape (i.e., concrete curbs or plantings) or quick-build materials such as paint and plastic posts.

Preliminary analysis included in Appendix B indicates elevated transit in the Corridor would cost approximately $1.7 billion while underground transit in the Corridor would cost about $2.8 billion.

Combined with bus speed, reliability, and experience
improvements, the number of transit users in the Corridor would be expected to double over current conditions.

While the placement of guideway and type of vehicle used is not specified in this Vision Study, there was a clear community preference for an elevated fixed-guideway transit service.

Figure 18: Conceptual High-Capacity, Separated Transit Alignment and Stations in the Corridor 367
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Alternate Alignment Along I-280
In response to the City of Cupertino's Resolution No. 19-089, an alternate high-capacity transit alignment along I-280 is being considered. This alignment aims to address concerns regarding potential traffic impacts on Stevens Creek Boulevard that may result from Plan recommendations, while meeting the goal of enhancing regional connectivity. The I-280 corridor offers unique opportunities for integrating a high-capacity transit system that minimizes disruptions to surface street operations.

The proposed I-280 alignment would complement, rather than replace, the Stevens Creek Boulevard route. While the Stevens Creek Boulevard alignment focuses on connecting key local destinations with frequent stops, the I-280 route could provide a faster route between De Anza College and Diridon Station. This dualcorridor approach allows for a more flexible system that meets both local and regional transportation needs.

Key connections will be established through Cupertino's welldeveloped bicycle and pedestrian network, including the 3-mile offstreet Tamien Innu Trail stretching from Mary Avenue to Vallco Parkway. Separated bikeways along Mary Avenue will offer a direct north-south route from the Don Burnett Bridge to De Anza College.

Additionally, Class IV bikeways surrounding the Wolfe Road interchange modernization project will provide convenient access for both shoppers at Main Street Cupertino and visitors to the redeveloped Vallco Shopping Center.

Further analysis is recommended to evaluate the feasibility and potential benefits of a high-capacity transit alignment along I-280.

Including this alignment in future studies could enhance the Corridor Vision by providing additional options to meet transportation demands.
1 https://www.transit.dot.gov/regulations-and-guidance/key-factorssuccessful-project-implementation Implementation Approach
Implementing a new transit line is complex and requires sustained effort by champions at the agency staff and elected official levels.

As the County’s transit agency, VTA is best positioned to be the lead agency for the project. However, partnership with the Corridor municipalities is necessary for successful implementation as major improvements such as any grade separation would need Council or Board approval by individual agencies.

The project would likely be a part of the Federal Transit Administration (FTA)’s Capital Investment Grant/Expedited Project Delivery (CIG/EPD) Pilot program. Fortunately, VTA, the County of Santa Clara, San José and Santa Clara have experience with this program as the BART Silicon Valley Phase II Project was part of the CIG/EPD pipeline.

Paraphrasing FTA’s key factors for successful project
implementation1 of a major transit capital program involves adequate project management and project control practices to manage:
• Input during planning, design and scoping phases
• Right-of-way acquisition
• Schedule
• Cost Estimating and budget
• Public engagement, information and communication
• Fair and comprehensive contracting documents
• Adequate underground investigation during preliminary engineering
• Successful coordination with public utilities
• Realistic and independently determined constraints and expectations.
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Figure 19: Conceptual Graphic of Before and After Implementation of Elevated High-Capacity Transit System, West of I-280
Specific considerations for implementation of an elevated transit service in the Stevens Creek Boulevard/West San Carlos Street Corridor based on engagement are:
• Elevated transit stations could also provide crossings above Stevens Creek Boulevard for bicyclists and pedestrians. 2 https://www.sanjoseca.gov/your-government/departmentsoffices/transportation/transit/airport-connector • Spacing between pillars/footings should be adequate to maintain a two-way left turn lane in the shared Santa
Clara/San José section of Stevens Creek Boulevard for the loading and unloading of car carriers serving car dealerships. • Light rail as well as innovative vehicle and service models should be explored.
• Coordination with the SJC Airport Connector2 project which could be expanded into the corridor.
• Review potential connections options to Diridon Station and Downtown San José.
• Collaborate with Corridor partners to study the feasibility of a parallel high-capacity transit alignment along I-280. • Assess how the I-280 alignment could integrate with the primary Stevens Creek Boulevard route through various
connections, offering a variety of transit options for local access.
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Recommended High-Capacity Transit Implementation Actions for Consideration by Agencies
The next phase of project development consists of preliminary engineering and alternatives analysis, environmental review and the selection of a locally preferred alternative (LPA). This would be followed by the funding commitments to complete engineering and final design and then a full funding grant agreement from outside funding partners (generally FTA) for construction.

As a new project, securing funding for development and
construction will be vital to implementation. The high-capacity, separated transit concept was included in Plan Bay Area 2050 (as a placeholder light rail service expansion) through the joint cooperation of Corridor agencies. It is currently being evaluated for inclusion in the upcoming Plan Bay Area 2050+. However, inclusion in these documents does not guarantee funding. Furthermore, Santa Clara County Measure A funds likely could not be used for further development of a separated transit option as the funds for transit are focused on bus speed and efficiency improvements.

Therefore, the best option is to secure competitive state or federal grant funds through programs such as: SB 1 programs of Solutions for Congested Corridors Program or Local Partnership Program administered by the California Transportation Commission or the Federal Transit Administration Pilot Program for Transit-Oriented Development Planning or Accelerating Innovative Mobility Program or US Department of Transportation Rebuilding American
Infrastructure with Sustainability and Equity Program.

It is recommended a cooperative grant funding strategy be pursued by the Corridor agencies to place the high-capacity, separated transit service project forward for multiple competitive grant funding programs.
3 https://www.vta.org/projects/eastridge-bart-regionalconnector#accordion-environmental-documents Example Project Development Timeline
A project development timeline was developed based on the Eastridge to BART Regional Connector3 timeline:
• Preliminary Engineering of three years (2025-2028)
• Design and Engineering of two years (2029-2030)
• Environmental Clearance of five years (2031-2036)
• Utility Relocation of two years (2037 – 2039)
• Construction of five years (2040-2045)
Figure 20: Conceptual Graphic of Before and After Implementation of Elevated High-Capacity Transit System, West of Winchester Boulevard 370
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7. Recommended Implementation Actions For Consideration by Agencies Summary 1 Corridor Identity and Maintenance Implementation
Table 3: Recommended Corridor Identity and Maintenance Implementation Actions Action Responsible agencies Next Step

1.1 Corridor Business Forum Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Convene Corridor Business Forum

1.2 Street cleaning and maintenance coordination Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Staff-level coordination of maintenance
activities

1.3 Set the speed limit to 35 miles per hour from
Lawrence Expressway to Harold Avenue
Cities of Santa Clara and San José Conduct Engineering and Traffic survey

1.4 Communicate business resources to Corridor
businesses
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Develop summary of eligible grants and loan
programs for businesses

1.5 Coordinate vehicle speed enforcement and
speed education efforts
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Implement Vision Zero and Speed Reduction
Public Education
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2 Bus Speed, Reliability, and Experience Implementation Table 4: Recommended Bus Speed, Reliability, and Experience Implementation Actions Action Responsible agencies Next Step

2.1 Complete an administrative policy for corridorwide transit signal priority through a centralized system
Cities of Cupertino, Santa Clara, and San
José, County of Santa Clara, and VTA
Administrative policy for the four agencies
operating signals in the Corridor (the Cities of
Cupertino, Santa Clara, and San José and the
County of San José) to cooperate with VTA to
implement a corridor-wide transit signal
priority through a centralized system.

2.2 Develop a program of Corridor bus speed,
reliability and experience improvements
Cities of Cupertino, Santa Clara, and San
José, County of Santa Clara, and VTA
Work with VTA to develop improvement plan
in partnership with a Working Group
composed of Corridor agencies
Table 5b: Capital Project Components and Cost Estimate Range Potential Capital Component Responsible Agencies Unit Cost Quantities Cost Estimate Range
Develop Transit Signal Priority
Policy
Cities of Cupertino, Santa Clara, and San José
with VTA Implemented through staff coordination
Queue Jump at San Tomas
Expressway County of Santa Clara with VTA) $1.25m - $1.5m San Tomas Expressway $1.25m - $1.5m Bus Bulbs/Islands Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara $270k-$400k Twenty 523 stops $5.4m-$8m Real-Time Information VTA $40k-$75k per
stop Twenty 523 stops $800k-$1.5m
Transit Experience
Improvements
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara with VTA
$5k-$50K per
stop
Twenty 523 stops
and 74 23/51 stops $470k-$4.7m
Curbside Transit/Business
Access Lanes
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara with VTA
$500k-$1m per
mile

2.5 miles in San José $1.25m-$2.5m

2.5 miles in Santa
Clara/San José $1.25m-$2.5m
4 miles in Cupertino $2m-$4m
Total Cost Estimate Range $13.4m-$24.7m
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Table 5a: Capital Project Components and Cost Estimate Range by Jurisdiction Jurisdiction (Location) of Improvements Cost Estimate
Range
Cost by Jurisdiction
City of Cupertino $3.6m-$7.3m
City of Santa Clara $2.8m-$5.7m
City of San José $4.4m-$9.4m
County of Santa Clara $1.6m-2.2m
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3 Corridor Walking and Biking Infrastructure Implementation Table 6: Recommended Corridor Walking and Biking Infrastructure Implementation Actions Action Responsible Agencies Next Step

3.1 Physically protected/separated/buffered bicycle lanes on Stevens Creek Boulevard and West San Carlos
Street to provide physical separation of bicyclists from vehicle while maintaining access to driveways.

Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara Implement corridor improvements

3.2 Widen sidewalk widths consistent with City standards Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Require sidewalk widening as part of
development dedications as needed

3.3 Plant shade trees on the sides of the Stevens Creek Boulevard and West San Carlos Street Corridor
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Develop urban forestry framework with
sustainable funding for tree maintenance

3.4 Install median refuge islands Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Review locations for installation of median
refuge islands

3.5 Install leading pedestrian intervals at signalized
intersections
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Review the potential for leading pedestrian
intervals at signalized intersections

3.6 Install Pedestrian-oriented lighting Cities of Cupertino, Santa Clara, and San José, and the County of Santa Clara
Implement pedestrian-oriented lighting
when street lighting is installed or replaced
in the corridor.

The ongoing implementation of physically protected/separated/buffered bicycle lanes along Stevens Creek Boulevard Corridor will be completed through incremental projects and funded through a variety of sources, for most projects the funding is not identified as shown in Table 7.
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Table 7: Physically Protected Bicycle Lane Projects to Compete Corridor Responsible
Agency Project
Cost
Estimate
($2024)
Funding Source
City of Cupertino
Stevens Creek Boulevard Class IV Bikeway
(Phase 2A) Wolfe Road to De Anza Boulevard $1.6m
City General Fund, One
Bay Area Cycle 2 Grant
Program
Stevens Creek Boulevard Class IV Bikeway
(Phase 2B) De Anza Boulevard to Mary Avenue $1.6m
City General Fund, One
Bay Area Cycle 2 Grant
Program
Stevens Creek Boulevard Class IV Bikeway
(Phase 3) TBD TBD
Stevens Creek Blvd/SR-85 NB Protected
Intersection TBD TBD (development project)
City of San José
Stevens Creek Boulevard Protected Bike Lanes -
Winchester Boulevard to Monroe Street TBD TBD - Better Bike Plan - 5-Year List Stevens Creek Boulevard Protected Bike Lanes -
Monroe Street to Macarthur Avenue TBD TBD - Better Bike Plan - 5-Year List Stevens Creek Boulevard Protected Bike Lanes -
Macarthur Avenue to Bascom Avenue TBD TBD - Better Bike Plan - 5-Year List West San Carlos Street Protect Bicycle Lanes -
Bascom Avenue to Woz Way TBD TBD - Better Bike Plan - 5-Year List West San Carlos Urban Village Streets
Improvements from I-880 to McEvoy $10m TBD
Stevens Creek Blvd Physically Separated Bike
Lanes (south side) - Winchester Boulevard to
Lawrence Expressway
$2m TBD
City of Santa
Clara
Stevens Creek Blvd Physically Separated Bike
Lanes (north side) - Winchester Boulevard to
Lawrence Expressway
$2m TBD
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4 Walking and Biking Network Connections Implementation Table 8: Recommended Walking and Biking Network Connections Implementation Actions Action Responsible agencies Next Step

4.1 Support the continued development and
implementation of walking and biking network
improvements in parallel and connecting
corridors to the Stevens Creek Boulevard
Corridor
Cities of Cupertino, Santa Clara, and San
José, and the County of Santa Clara
Continue to develop, fund, and implement
priority projects (over 70 identified in the
study area) such as:
• Pruneridge Avenue Complete Streets Proje
• Moorpark Avenue Traffic Safety Project (Ci
• De Anza Blvd Buffered Bike Lane (City of C
• Lawrence Mitty Park Trail (City of Cupertin
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5 Corridor Crossings Implementation
Table 9: Recommended Corridor Crossings Recommended Implementation Actions Action Responsible agencies Next Step

5.1 Implement enhanced, high-visibility crossings
for pedestrians and bicyclists.

Cities of Cupertino, Santa Clara, and
San José, and the County of Santa
Clara
Identify and implement enhanced, high-visibility
crossings

5.2 Implement curb extensions and protected
intersections.

Cities of Cupertino, Santa Clara, and
San José, and the County of Santa
Clara
Identify and implement curb extensions and
protected intersections such as the Stevens Creek
Blvd/SR-85 NB Protected Intersection in Cupertino

5.3 Prioritize crossings of barriers for pedestrians
and bicycles
Cities of Cupertino, Santa Clara, and
San José
Continue to develop, fund, and implement priority
projects such as:
• Safety improvements at the intersections of
Stevens Creek Boulevard at De Anza Boulevard,
Bandley Drive and Blaney Avenue (City of
Cupertino)
• Crossing of SR-85 from Grand Avenue to Mary
Avenue (City of Cupertino)
• Crossing of I-280 at Mitty Park (John Mise Park)
(City of San José)
• Crossing of San Tomas Expressway at Greenlee
Drive/Coakley Drive/Constance Drive (City of San
José)
• Saratoga Creek Trail north of Sterling-Barnhart
Park to Stevens Creek Boulevard under I-280 and
adjacent to Lawrence Expressway (Cities of
Cupertino, San José, Santa Clara, and the County
of Santa Clara)

5.4 Review key hot spots for operational and
crossing improvements
Cities of Cupertino, Santa Clara, and
San José, and the County of Santa
Clara
Review the intersection of Monroe Street and Stevens
Creek Boulevard at I-880 for potential reconfiguration
to accommodate clearer travel patterns for all modes
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6 Separated, High-Capacity Implementation
Table 10: Recommended Separated, High-Capacity Recommended Implementation Actions Action Responsible agencies Next Step

6.1 Include project in Plan Bay Area 2050+
Cities of Cupertino, Santa Clara,
and San José, the County of Santa
Clara, and VTA
Advocate for project inclusion in Plan Bay Area 2050+
and future Plan Bay Area cycles

6.2 Secure funding commitments
Cities of Cupertino, Santa Clara,
and San José, the County of Santa
Clara, and VTA
Develop framework funding strategy

6.3 Work with VTA to initiate project development
process
Cities of Cupertino, Santa Clara,
and San José, and the County of
Santa Clara
Obtain resources to initiate preliminary engineering
and alternatives analysis, environmental review and
the selection of a locally preferred alternative (LPA) in a community engagement process

6.4 Include corridor-specific considerations in
project development process
Cities of Cupertino, Santa Clara,
and San José, the County of Santa
Clara, and VTA
Include the following in the project development
process:
• Light rail as well as innovative vehicle and service
models should be explored
• Coordination with the SJC Airport Connector
project which could be expanded into the corridor
• Review potential connections options to Diridon
Station and Downtown San José
• Analyze an alternative alignment along the I-280
corridor in Cupertino
• Review coordination of corridor transit connections
for local and regional access
Preliminary estimates of the capital costs for various separated, high—capacity systems and service types are shown in Table 11. 378
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Table 11: Preliminary Estimate for Capital Cost of Separated, High-Capacity Transit Systems Potential Capital Component Description Cost Estimate
(in $2024)
Estimated Corridor
Travel Time
Estimated Daily
Ridership
Existing Conditions
Current peak hour conditions for
average VTA Lines 523 and 23 in the
corridor
- 39.4 minutes for Line 523

50.4 for Line 23 9,800
Transit/Business Access Lane
Early action option as part of Bus
Speed, Reliability and Experience
Improvements
$13.4m-$27.7m 30.4 minutes 12,600
At-Grade Side Running Separated Transit
Lane
Includes development of 10 side
station areas $53m 29.3 minutes 12,950
At-Grade Side Running Separated Transit
Lane – Excluding Cupertino Section
Includes development of 10 side
station areas—with limited
improvements at non-separated lane
sections
$29m 31.9 minutes 12,650
At-Grade Center Running Transit Lane Includes development of 10 center station areas $95m 27 minutes 12,600
Elevated Transit Line
Includes development of 8 stations
including Downtown San José or
Diridon Station
$1,750m 20 minutes 20,200
Elevated Transit Line - I-280 alignment in
Cupertino
Includes development of 8 stations
including Downtown San José or
Diridon Station
$1,750m 20 minutes 19,250
Underground Transit Line
Includes development of 8 stations
including Downtown San José or
Diridon Station
$2,800m 20 minutes 20,200
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RESOLUTION NO. 25-_____

A RESOLUTION OF THE CUPERTINO CITY COUNCIL

REGARDING THE STEVENS CREEK BOULEVARD CORRIDOR VISION
STUDY
WHEREAS, Cupertino staff and Councilmembers have participated in discussions with neighboring communities since a multijurisdictional group was established by the San Jose City Council on August 8, 2017, comprised of the cities of Cupertino, Santa Clara, San Jose, as well as Santa Clara County and the Santa Clara Valley Transportation Authority (VTA) to discuss key regional issues affecting the Stevens Creek Boulevard Corridor with a focus on transportation and circulation; and
WHEREAS, as part of the Metropolitan Transportation Commission’s 2018 Horizon Initiative, San Jose, Santa Clara, Cupertino, and VTA jointly proposed a high-capacity transit line from Diridon Station in San Jose to De Anza College in Cupertino, securing inclusion in Plan Bay Area 2040; and WHEREAS, on July 26, 2019, the Cupertino City Council adopted Resolution 19-089 supporting the study of transit efficiency and streetscape improvements for the Stevens Creek Boulevard Corridor in partnership with the City of San Jose, City of Santa Clara, the County of Santa Clara, and VTA; and WHEREAS, the Mobility Element of the City of Cupertino General Plan (Community Vision 2015-2040) supports the participation in regional transportation planning processes and working with neighboring cities to develop programs consistent with the goals and policies of Cupertino's General Plan, to minimize adverse impacts on the City's circulation system, and to address regional transportation and land use issues of mutual interest through Policy M-1.1, Regional Transportation Planning; and
WHEREAS, the 2016 Bicycle Transportation Plan identifies separated bikeways along Stevens Creek Boulevard as a top priority, and the City of Cupertino has advanced safety improvements along the corridor through the annual Capital Improvement Program; and
WHEREAS, the City of Cupertino demonstrated its commitment to roadway safety through the adoption of the 2023 Local Road Safety Plan and the 2024 Vision Zero Action Plan, both of which identified recommended safety 380
CC 09-16-2025
380 of 555
Resolution No. 25-_____________

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Cupertino City CouncilSeptember 16, 2025

Cupertino City Council
September 16, 2025