22-180 Funding Agreement with Santa Clara Valley Transportation Authority for Junipero Serra Trail, East Segment
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FUNDING AGREEMENT
BETWEEN
CITY OF CUPERTINO
AND
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
FOR
JUNIPERO SERRA TRAIL, EAST SEGMENT
THIS AGREEMENT (“AGREEMENT”) is between the CITY OF CUPERTINO, referred to herein as “CITY”, and
the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY, referred to herein as “VTA” is entered into as
of the last date of signature set forth on the signature lines below (“Effective Date”). Hereinafter, CITY
and VTA may be individually referred to as “PARTY” or collectively referred to as “PARTIES”.
I. RECITALS
1. Whereas, on June 24, 2016, the VTA Board of Directors adopted a resolution to place a ballot measure
before the voters of Santa Clara County in November 2016 to authorize a one-half of one percent
retail transaction and use tax (“2016 MEASURE B”) for 30 years for nine transportation-related
program categories;
2. Whereas, on November 8, 2016, the voters of Santa Clara County enacted 2016 MEASURE B for 30
years to pay for the nine transportation-related program categories;
3. Whereas, the duration of 2016 MEASURE B will be 30 years from the initial year of collection,
beginning April 1, 2017, and continuing through March 31, 2047;
4. Whereas, on October 5, 2017, the VTA Board of Directors established the 2016 Measure B Program
(“PROGRAM”) and adopted the 2016 Measure B Program Category Guidelines;
5. Whereas, the PROGRAM includes a Bicycle and Pedestrian program category (“BIKE/PED CATEGORY”)
to fund bicycle and pedestrian projects and educational programs;
6. Whereas, the BIKE/PED CATEGORY consists of three sub-categories, including a Capital Projects
Competitive Grant Program (“BIKE/PED CAPITAL PROGRAM”); and
7. Whereas, on October 3, 2019 the VTA Board of Directors adopted the BIKE/PED CAPITAL PROGRAM
criteria;
8. Whereas, on December 3, 2019 the Fiscal Year 2020 (July 1, 2019 to June 30, 2020) (“FY2020”) to
Fiscal Year 2030 (July 1, 2029 to June 30, 2030) (“FY2030”) BIKE/PED CAPITAL PROGRAM call for
projects was released;
9. Whereas on June 4, 2020 the VTA Board of Directors approved the FY2020 to FY2030 10-year priority
project list for the BIKE/PED CAPITAL PROGRAM;
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10. Whereas, Junipero Serra Trail, East Segment (“PROJECT”) is an eligible project on the VTA Board of
Directors approved FY2020 to FY2030 10-year priority project list for the BIKE/PED CAPITAL
PROGRAM;
11. Whereas, on November 5, 2020 the VTA Board of Directors approved redirecting Transportation
Development Act Article 3 (“TDA Article 3”) funds to eligible projects on the FY2020 to FY2030 10-
year priority project list for the BIKE/PED CAPITAL PROGRAM in lieu of or in combination with
BIKE/PED CATEGORY funds to enable more projects to be funded sooner;
12. Whereas, CITY will receive $1,015,022 in TDA Article 3 fund from Metropolitan Transportation
Commission (“MTC”) to complete the PROJECT, pursuant to CITY’s agreement with MTC for the
PROJECT; and
13. Whereas, VTA and CITY desire to specify herein the terms and conditions under which the BIKE/PED
CAPITAL PROGRAM funds will be administered to CITY by VTA as directed by the VTA Board of
Directors.
NOW, THEREFORE, for good and valuable consideration, the PARTIES agree as follows:
II. AGREEMENT
1. PROJECT DESCRIPTION
The PROJECT will design and construct an off-street multi-use Class II bicycle and pedestrian trail along
Junipero Serra Channel and Calabazas Creek, with all-weather surfacing and trail amenities, which will
be fully accessible and open year-round for public use. The PROJECT location is shown in Attachment
A.
2. SCOPE OF WORK
The scope of work for this AGREEMENT is the construction phase of the PROJECT and consists of the
construction of (1) a new off-street Class II bicycle and pedestrian trail along Junipero Serra Channel
and Calabazas Creek; (2) trail underpass crossing under Wolfe Road on Perimeter Road; and (3) trail
entries at Vallco Parkway and Wolfe Road.
CITY must inform VTA, in writing, of any desired modifications to PROJECT, including, but not limited
to changes in the PROJECT area, design, and construction. VTA must approve such changes with
written authorization from the 2016 Measure B Program Manager or his/her/their designee before
CITY can proceed. If the modifications to PROJECT result in a change in TOTAL PROJECT COST (as
described in Section 4 herein), VTA’s financial contribution for PROJECT will change pursuant to the
terms in Sections 4.c. and 4.d.
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3. TERM OF AGREEMENT
The term of this AGREEMENT will commence on the Effective Date and continue through the earlier
of: (i)December 31, 2023 , (ii) completion of the PROJECT, (iii) cancellation of the PROJECT, or (iv)
other termination of this AGREEMENT pursuant to the terms herein.
4. FINANCIAL CONTRIBUTION TO COST OF PROJECT
a. VTA’s Financial Contribution for PROJECT. VTA will contribute an amount not to exceed $920,978
of BIKE/PED CAPITAL PROGRAM funds to be used by CITY for completion of the PROJECT. All funds
will be available on a reimbursement basis only for ELIGIBLE COSTS (as described in Section 5
herein), pursuant to the terms and conditions set forth herein.
b. CITY’s Financial Contribution for PROJECT. CITY is solely responsible for all funds CITY has
expended toward the PROJECT prior to Effective Date of this AGREEMENT, and CITY must not seek
reimbursement from VTA for such costs.
c. Additional Funds. Any additional funds required to complete the PROJECT will be CITY’s sole
responsibility.
d. PROJECT Savings. The total cumulative dollar amount actually incurred and expended toward the
PROJECT by all PARTIES involved, as measured at the completion or termination of the PROJECT
(“TOTAL PROJECT COST”) is $2,766,000. If the PROJECT is anticipated to be delivered under
budget, BIKE/PED CAPITAL PROGRAM funds will be reduced in proportion to CITY’s Financial
Contribution to PROJECT.
e. Minimum Contribution. In all circumstances, regardless of the TOTAL PROJECT COST, CITY must
provide a minimum of 30% of the TOTAL PROJECT COST (“Minimum Contribution”). Any
contributions pursuant to CITY’s agreement with MTC will be counted towards the Minimum
Contribution.
5. ELIGIBLE USE OF FUNDS
Only PROJECT costs incurred by CITY after the Effective Date of this AGREEMENT will be eligible for
reimbursement.
VTA will only reimburse CITY for actual costs directly related to the PROJECT (“ELIGIBLE COSTS”).
ELIGIBLE COSTS are costs that: (i) are directly related to the construction and administration of the
PROJECT; and (ii) were incurred in compliance with all applicable 2016 Measure B program
requirements as set forth in Section 15 below.
The following costs are, but not limited to, ineligible for reimbursement:
(a) expenses for organizational functions, businesses services, and information technology;
(b) overhead cost such as rent and utilities; and
(c) food or beverages (e.g. as part of meetings, workshops, training, or events).
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6. CITY’S ROLE
a. Tasks. CITY will be the sponsor and implementing agency for the construction phase of the
PROJECT. In its role as sponsor and implementing agency under this AGREEMENT, CITY must
perform and/or be responsible for the following tasks:
i. Serving as the project manager (“PM”) for the PROJECT.
ii. Performing all actions necessary to complete the design for the PROJECT, including
but not limited to advertising the work via a public solicitation, opening bids in
response to the public solicitation, awarding a contract, approving contract
documents, and administering the awarded design contract in accordance with all
applicable laws, regulations, and codes, including but not limited to the California
Public Contract Code and the California Labor Code.
iii. Performing all actions necessary to procure construction services for the PROJECT,
including but not limited to advertising the work via a public solicitation, opening bids
in response to the public solicitation, awarding a contract, approving contract
documents, and administering the awarded construction contract in accordance with
all applicable laws, regulations, and codes, including but not limited to the California
Public Contract Code and the California Labor Code.
iv. Obtaining all necessary permits for performance of the PROJECT.
v. Serving as the construction management team for construction of the PROJECT.
vi. Conducting standard close-out activities for the PROJECT, including but not limited to
performing final accounting review and reviewing all contractual requirements.
b. Other PROJECT Management Duties. CITY must:
i. Submit to VTA the most current version of VTA’s 2016 Measure B Complete Streets
Checklist for Capital Projects (as supplied by VTA to CITY) within five (5) business days
of the Effective Date of this AGREEMENT.
ii. Submit a project management plan (“PMP”) to VTA within thirty (30) business days
of the Effective Date of this AGREEMENT. The PMP must be in writing and must
include information regarding staffing plan, cost, schedule, contracting plan, and risk
assessment.
iii. Actively monitor actual PROJECT expenditures to ensure that the 2016 MEASURE B
funds are used to pay only for ELIGIBLE COSTS.
iv. Provide VTA with written quarterly progress updates on the PROJECT, including but
not limited to updates on PROJECT expenditures, any changes in scope and schedule,
and PROJECT status.
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v. Submit the PROJECT’s final report (“FINAL REPORT”) to VTA. This FINAL REPORT must
be in writing and must include information regarding final PROJECT costs and post-
construction photos, along with any other information VTA may require for inclusion
in the FINAL REPORT.
vi. Provide VTA copies of PROJECT deliverables including, but not limited to, reports,
designs, drawings, plans, specifications, schedules, and other materials. CITY will
provide VTA a minimum of thirty (30) calendar days to review and provide comments.
VTA’s comments must be considered in the final design phase of the PROJECT before
CITY constructs the PROJECT. If CITY chooses not to incorporate any VTA comment
into the final design for the PROJECT, CITY must provide VTA with a written
explanation of why such comment was not incorporated.
vii. CITY will make staff available to present on the PROJECT at VTA committees as
needed.
7. VTA’s PROJECT Role. VTA will perform and/or be responsible for the following PROJECT oversight
tasks:
a. Review PROJECT’s Complete Streets checklist to ensure Complete Streets
compliance;
b. Provide technical oversight of PROJECT, including reviews of PMP and PROJECT
Deliverables listed in Section 6.
c. Provide oversight of the delivery of the PROJECT to ensure PROJECT compliance with
the 2016 Measure B Program Category Guidelines.
d. Assist the CITY in coordinating with MTC in receiving the TDA Article 3 fund.
8. CITY’s OBLIGATIONS
CITY must:
a. Ensure that all 2016 MEASURE B funds are expended on only allowable BIKE/PED CAPITAL
PROGRAM expenditures as described above in Section 5. ELIGIBLE USE OF FUNDS.
b. Submit first request for reimbursement of ELIGIBLE COSTS from VTA within one (1) year of
the Effective Date of this AGREEMENT.
c. Submit to VTA all records including contractors’ invoices, miscellaneous invoices, and force
account charges as substantiation for invoices submitted to VTA for reimbursement
hereunder.
d. Maintain financial records, books, documents, papers, accounting records, and other
evidence pertaining to costs related to this AGREEMENT for five (5) years. CITY shall make
such records available to VTA upon VTA’s written request for review and audit purposes.
Financial audits will be performed at VTA’s sole discretion.
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e. Submit invoices to VTA, no more frequently than monthly, for reimbursement of ELIGIBLE
COSTS. CITY must submit invoices within one year of the date CITY incurs the cost submitted
on the invoice for reimbursement (unless otherwise approved by VTA in writing).
9. VTA’s OBLIGATIONS
VTA will remit the amount due to the CITY under an invoice within thirty (30) calendar days of
receipt of a complete and proper, fully documented invoice complying with the requirements set
forth herein.
10. INDEMNIFICATION
Neither VTA nor any officer or employee thereof will be responsible for any damage or liability
arising out of or relating to CITY’s acts or omissions under or in connection with any work,
authority, or jurisdiction associated with this AGREEMENT. Pursuant to California Government
Code §895.4, CITY must fully defend, indemnify, and save harmless VTA from all suits or actions
of every name, kind, and description arising from an injury (as defined by California Government
Code §810.8) relating to CITY’s acts or omissions under or in connection with any work, authority,
or jurisdiction delegated to CITY under this AGREEMENT. This provision will survive the
termination or expiration of this AGREEMENT.
11. INSURANCE
At all times during this AGREEMENT, CITY must comply with the insurance requirements and
specifications of Attachment B attached hereto, and herein incorporated by reference. CITY may
in its discretion, elect to self-insure, but any such self insurance must meet the requirements and
specifications set forth in Attachment B.
12. ADDITIONAL INSURED AND INDEMNITY PROVISION
In any agreement executed between the CITY and a third party for purposes related in any way to
the subject matter of this AGREEMENT (“Third Party Contract”), the CITY must require that VTA
be named as: (i) additional insureds on a primary and non-contributory basis with Separation of
Insureds and Waiver of Subrogation on all policies of insurance, except when not applicable
required in the Third Party Contract and (ii) indemnified parties in any indemnity provision
contained in the Third Party Contract. Third Party Contracts must contain insurance requirements
with coverages at least as broad as, and limits at least as great as, the requirements of Attachment
B in this AGREEMENT.
13. PUBLIC WORKS
If the CITY awards a contract to a third party for the performance of a public work (as defined in
California Labor Code Section 1720 through 1720.6) (a “Public Works Contract”) in connection
with this AGREEMENT, the CITY must comply, and must require such third party to comply, with
the requirements of California Labor Code Section 1720 et seq. If the Public Works Contract is
funded in whole or in part with federal funds, the CITY must also comply, and must require such
third party to also comply, with the requirements of the Davis Bacon Act (40 U.S.C. Sections 3141-
3144 and 3146-3148).
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14. COMPLIANCE WITH APPLICABLE LAW
In the execution of the PROJECT and performance of its responsibilities set forth herein, CITY must
comply with all applicable requirements of local, state, and federal law.
15. COMPLIANCE WITH 2016 MEASURE B REQUIRMENTS
In its performance under this AGREEMENT, CITY must comply, and must ensure PROJECT
compliance, with all 2016 MEASURE B program requirements, including but not limited to the
2016 Measure B Bicycle & Pedestrian Program Guidelines as set forth in Attachment C, as may be
amended from time to time (the “Guidelines”), and VTA’s Complete Streets Reporting
Requirement.
16. TERMINATION
Each of the PARTIES may at any time terminate this AGREEMENT by giving ten (10) business days'
written notice of such termination to other PARTY. Notice must identify the effective date of such
termination and must be provided in accordance with the terms and conditions of this
AGREEMENT.
In the event of termination as set forth herein, CITY must submit its final invoice to VTA within
thirty (30) calendar days of the effective date of termination, solely for ELIGIBLE COSTS incurred
by CITY prior to termination.
17. AUDIT AND RECORDS
a. All PARTIES shall maintain, and shall require their contractors to maintain, in accordance with
generally accepted accounting principles and practices, complete books, accounts, records
and data pertaining to services performed under this AGREEMENT, including the costs of
contract administration. Such documentation must be supported by properly executed
payrolls, invoices, contracts, and vouchers evidencing in detail the nature and propriety of
any charges and must be sufficient to allow a proper audit of services. All checks, payrolls,
invoices, contracts and other accounting documents pertaining in whole or in part to the
services must be clearly identified and readily accessible.
b. For the duration of the AGREEMENT, and for a period of five (5) years after final payment, the
PARTIES and their representatives shall have access during normal business hours to any
books, accounts, records, data, and other relevant documents that are pertinent to this
AGREEMENT for audits, examinations, excerpts, and transactions and copies thereof must be
furnished upon request.
18. NOTICES
All notices required or permitted under this AGREEMENT must be in writing, will be effective five (5)
days after being sent by personal service or certified mail, or forty-eight (48) hours after being sent
by electronic mail to the individuals at the addresses set forth below, or to such other address which
may be specified in writing by the PARTIES hereto.
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VTA:
Marcella Rensi
Deputy Director, Grants & Allocations
Santa Clara Valley Transportation Authority
3331 N First Street
San Jose, CA 95134
Email: marcella.rensi@vta.org
CITY:
David Stillman, Transportation Manager
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Email: Davids@cupertino.org
Written notification to the other PARTY must be provided, in advance, for changes in the name or
address of the individuals identified above.
19. GENERAL TERMS AND CONDITIONS
a. Headings. The subject headings of the articles and paragraphs in this AGREEMENT are
included for convenience only and will not affect the construction or interpretation of any of
its provisions.
b. Construction and Interpretation of Agreement. This AGREEMENT, and each of its provisions,
terms and conditions, has been reached as a result of negotiations between the PARTIES.
Accordingly, each PARTY expressly acknowledges and agrees that (i) this AGREEMENT will not
be deemed to have been authored, prepared, or drafted by any particular PARTY and (ii) the
rule of construction to the effect that ambiguities are to be resolved against the drafting party
will not be employed in the interpretation of this AGREEMENT or in the resolution of disputes.
c. Amendment. No alteration or variation of the terms of this AGREEMENT will be valid unless
made in writing and signed by both of the PARTIES hereto, and no oral understanding or
agreement not incorporated herein will be binding on any of the PARTIES hereto.
d. Entire Agreement. This AGREEMENT contains the entire understanding between VTA and
CITY relating to the subject matter hereof. This AGREEMENT supersedes any and all other
agreements which may have existed between the PARTIES, whether oral or written, relating
to the subject matter hereof. This AGREEMENT is binding upon each PARTY, their successors
and assigns for the duration of the AGREEMENT.
e. Representation of Authority. Each PARTY to this AGREEMENT represents and warrants that
each person whose signature appears hereon has been duly authorized and has the full
authority to execute this AGREEMENT on behalf of the entity that is a party to this
AGREEMENT.
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f. No Waiver. The failure of either PARTY to insist upon the strict performance of any of the
terms, covenants and conditions of this AGREEMENT will not be deemed a waiver of any right
or remedy that either PARTY may have, and will not be deemed a waiver of either PARTY’s
right to require strict performance of all of the terms, covenants, and conditions hereunder.
g. Dispute Resolution. If a question or allegation arises regarding (i) interpretation of this
AGREEMENT or its performance, or (ii) the alleged failure of a PARTY to perform, the PARTY
raising the question or making the allegation shall give written notice thereof to the other
PARTY. The PARTIES shall promptly meet in an effort to resolve the issues raised. If the
PARTIES fail to resolve the issues raised, alternative forms of dispute resolution, including
mediation, may be pursued by mutual agreement. It is the intent of the PARTIES to the
greatest extent possible to avoid litigation as a method of dispute resolution.
h. Severability. If any of the provisions of this AGREEMENT (or portions or applications thereof)
are held to be unenforceable or invalid by any court of competent jurisdiction, VTA and CITY
shall negotiate an equitable adjustment in the provisions this AGREEMENT with a view toward
effecting the purpose of this AGREEMENT, and the validity and enforceability of the remaining
provisions or portions or applications thereof will not be affected thereby.
i. Governing Law. The laws of the State of California will govern this AGREEMENT, as well as any
claim that might arise between CITY and VTA, without regard to conflict of law provisions.
j. Venue. Any lawsuit or legal action arising from this AGREEMENT must be commenced and
prosecuted in the courts of Santa Clara County, California. CITY agrees to submit to the
personal jurisdiction of the courts located in Santa Clara County, California for the purpose of
litigating all such claims.
k. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, studies,
memoranda, and other documents: (i) assembled for; (ii) prepared by or for; (iii) in the process
of being assembled or prepared by or for; or (iv) furnished to VTA or CITY under this
AGREEMENT, are the joint property of all PARTIES. Each PARTY is entitled to copies and access
to these materials during the progress of the PROJECT and upon completion of the PROJECT
or termination of this AGREEMENT. All PARTIES may retain a copy of all material produced
under this AGREEMENT for use in their general activities.
l. Attribution to VTA. CITY must include attribution to VTA that indicates part of work was
funded by 2016 Measure B Funds. This provision applies to any project or publication that
was funded in part or in whole by 2016 Measure B Funds. Acceptable forms of attribution
include 2016 Measure B’s branding on PROJECT-related documents, construction signs, public
information materials, and any other applicable documents. VTA will provide 2016 Measure
B branding to CITY.
m. Non-discrimination. The PARTIES and any contractors performing services on behalf of the
PARTIES (“Contractors”) will not unlawfully discriminate or permit discrimination, harass, or
allow harassment against any person or group of persons because of race, color, religious
creed, national origin, ancestry, age (over 40), sex, gender, gender identity, gender
expression, sexual orientation, marital status, pregnancy, childbirth or related conditions,
medical condition (including cancer), mental disability, physical disability (including HIV and
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AIDS), genetic information, or military and veteran’s status, or in any manner prohibited by
federal, state, or local laws. In addition, the PARTIES and Contractors shall not unlawfully deny
any of their employees family care leave or discriminate against such employees on the basis
of having to use family care leave. The PARTIES and Contractors must ensure that the
evaluation and treatment of their employees and applicants for employment is free of such
discrimination and harassment.
n. Relationship of the PARTIES. It is understood that this is an AGREEMENT by and between
independent parties and does not create the relationship of agent, servant, employee,
partnership, joint venture or association, or any other relationship other than that of
independent contractor.
o. Execution in Counterparts / Electronic Signature. This AGREEMENT may be executed in any
number of counterparts and by each PARTY in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument.
Unless otherwise prohibited by law, VTA policy, or CITY policy, the PARTIES agree that an
electronic copy of a signed contract, or an 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 each of the PARTIES.
Signatures of PARTIES on the following page.
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IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT as of the last date set forth below.
Santa Clara Valley City of Cupertino
Transportation Authority
Carolyn M. Gonot Jim Throop
General Manager/CEO City Manager
Date Date
Approved as to Form: Approved as to Form:
Victor Pappalardo
Deputy General Counsel
Christopher Jensen
City Attorney
Christopher D. Jensen
May 11, 2022
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5/19/2022
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ATTACHMENT A
Project Location
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ATTACHMENT B
Insurance Requirements
CITY OF CUPERTINO’S (“CITY”) ATTENTION IS DIRECTED TO THE INSURANCE REQUIREMENTS BELOW. IT
IS HIGHLY RECOMMENDED THAT CITY CONFER WITH THEIR INSURANCE CARRIERS OR BROKERS TO
DETERMINE THE AVAILABILITY OF INSURANCE CERTIFICATES AND ENDORSEMENTS REQUIRED BY THIS
AGREEMENT.
INSURANCE
Without limiting CITY’s indemnification and defense of claims obligations to VTA, CITY must procure
and maintain for the duration of the Agreement insurance against claims for injuries to persons or
damages to property which may arise under or in connection with any work, authority, or jurisdiction
associated with the Agreement. The cost of such insurance must be borne by CITY. CITY must furnish
complete copies of all insurance policies within three (3) business days of any request for such by VTA.
A. MINIMUM SCOPE OF INSURANCE
Coverage must be at least as broad as:
1. Insurance Services Office General Liability coverage (“occurrence” form CG 0001). General
Liability insurance written on a “claims made” basis is not acceptable.
2. Business Auto Coverage, Insurance Services Office form number CA 0001, covering
Automobile Liability, code 1 “any auto.” Auto Liability written on a “claims-made” basis is
not acceptable.
3. Workers’ Compensation insurance as required by the Labor Code of the State of California
and Employer’s Liability insurance.
4. Contractor’s Pollution Liability: covering liability arising out of the treatment, handling,
storage, transportation, or accidental release of any hazardous material.
B. MINIMUM LIMITS OF INSURANCE
a. CITY must maintain limits no less than:
1. General Liability: $5,000,000 limit per occurrence for bodily injury, personal injury, and
property damage. If General Liability Insurance or other form with a general aggregate
limit is used, either the general aggregate limit must apply separately to this
project/location or the general aggregate limit must be twice the required occurrence
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limit. This requirement may be satisfied by a combination of General Liability with Excess
or Umbrella, but in no event may the underlying General Liability policy limit be less than
$2,000,000, unless Umbrella/Excess or Umbrella policies feature inception and
expiration dates concurrent with the underlying general liability policy, “Follow Form”
coverage, and a “Drop Down” provision. The Certificate of Insurance must specifically
state that the Excess or Umbrella insurance has scheduled the General Liability as
underlying insurance.
2. Automobile Liability (including umbrella/excess liability): $2,000,000 limit per accident
for bodily injury and property damage. This requirement may be satisfied by a
combination of Automobile Liability with excess or Umbrella, but in no event may the
underlying Auto Liability policy limit be less than $2,000,000, unless Umbrella/Excess
policies feature inception and expiration dates concurrent with the underlying auto
liability policy, “Follow Form” coverage, and a “Drop Down” provision.
3. Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as
required by the Labor Code of the State of California and Employer’s Liability limits of
$1,000,000 per accident.
4. Contractor’s Pollution Liability: $3,000,000 per occurrence. This requirement may be
satisfied by a combination of Pollution Liability with Excess or Umbrella. Umbrella/Excess
policies must feature inception and expiration dates concurrent with the underlying
pollution policy, “Follow Form” coverage, and a “Drop Down” provision. The Certificate
of Insurance must specifically state that the Excess or Umbrella insurance has scheduled
the Pollution Liability as underlying insurance.
b. Notwithstanding any language in this Agreement to the contrary, if CITY carries insurance
limits exceeding the minima stated in Section B(a)(1)-(3) immediately above, such greater
limits will apply to this Agreement.
C. SELF-INSURED RETENTION
The certificate of insurance must disclose the actual amount of any deductible or self-insured
retention, or lack thereof, for all coverages required herein. Any self-insured retention or
deductible in excess of $250,000 must be declared to and approved by VTA. If CITY is a
governmental authority such as a state, municipality or special district, self-insurance is
permitted. To apply for approval for a level of retention or deductible in excess of $250,000, CITY
must provide a current financial report including balance sheets and income statements for the
past three years, so that VTA can assess CITY’s ability to pay claims falling within the self-insured
retention or deductible. Upon review of the financial report, if deemed necessary by VTA in its
sole discretion, VTA may elect one of the following options: to accept the existing self-insured
retention or deductible; require the insurer to reduce or eliminate the self-insured retention or
deductible as respects VTA, its directors, officers, officials, employees and volunteers; or to
require CITY to procure a bond guaranteeing payment of losses and related investigations, claim
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administration and defense expenses. Applicable costs resulting therefrom will be borne solely by
CITY. CITY may request execution of a nondisclosure agreement prior to submission of financial
reports.
D. CLAIMS MADE PROVISIONS (NOT APPLICABLE TO GENERAL LIABILITY OR AUTO LIABILITY)
Claims-made coverage is never acceptable for General Liability or Auto Liability. Claims-made may
be considered for Professional, Environmental/Pollution, or Cyber Liability. If coverage is written
on a claims-made basis, the Certificate of Insurance must clearly state so. In addition to all other
coverage requirements, such policy must comply with the following:
1. The policy retroactive date must be no later than the date of this Agreement.
2. If any policy is not renewed or the retroactive date of such policy is to be changed, CITY must
obtain or cause to be obtained the broadest extended reporting period coverage available in
the commercial insurance market. This extended reporting provision must cover at least two
(2) years.
3. No prior acts exclusion may be added to the policy during the Agreement period.
4. The policy must allow for reporting of circumstances or incidents that might give rise to future
claims.
E. OTHER INSURANCE PROVISIONS
The policies must contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability
a. VTA, its directors, officers, officials, employees, and volunteers must be named as
additional insureds as respects: liability arising under or in connection with any work,
authority, or jurisdiction associated with the Agreement. The coverage must contain no
special limitations on the scope of protection afforded to VTA, its directors, officers,
officials, employees, or volunteers. Additional Insured endorsements must provide
coverage at least as broad as afforded by the combination of ISO CG 20 10 10 01 and CG
20 37 10 01.
b. Any failure to comply with reporting provisions of the policies may not affect coverage
provided to VTA, its directors, officers, officials, employees, or volunteers.
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c. Coverage must state that CITY’s insurance applies separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the insurer’s
liability.
d. The General Liability General Aggregate limit must apply per project, not per policy.
e. The General Liability policy must be endorsed to remove the exclusion for railroad
liabilities, with coverage at least as broad as afforded by ISO CG 24 17.
2. All Coverages
a. CITY must agree to waive all rights of subrogation against VTA, its directors, officers,
officials, employees, and volunteers for losses arising under or in connection with any
work, authority, or jurisdiction associated with the Agreement.
b. CITY’s insurance coverage must be primary insurance as respects VTA, its directors,
officers, officials, employees, and volunteers. Self-insurance or insurance that may be
maintained by VTA, its directors, officers, officials, employees, or volunteers may apply
only as excess to CITY’s insurance. CITY’s insurance must not seek contribution from VTA’s
insurance program.
3. Other Insurance Provisions
a. The Certificate must disclose the actual amount of the Deductible or Self-Insured
Retention.
b. If any coverage forms or endorsements required by this Agreement are updated by their
publishers, whether they be the insurance carrier(s), the Insurance Services office, or the
American Association of Insurance Services, during the duration of this Agreement, VTA
reserves the rights to require CITY to procure said coverage forms or endorsements using
the updated versions upon the next renewal cycle.
F. ACCEPTABILITY OF INSURERS
Insurance must be placed with insurers with an A.M. Best’s rating of no less than A VII (financial
strength rating of no less than A and financial size category of no less than VII), unless specific
prior written approval has been granted by VTA.
G. CERTIFICATES OF INSURANCE
CITY must furnish VTA with a Certificate of Insurance. The certificates for each insurance policy
are to be signed by an authorized representative of that insurer. The certificates must be issued
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on a standard ACORD Form. CITY must instruct their insurance broker/agent to submit all
insurance certificates and required notices electronically in PDF format to real.estate@vta.org. All
endorsements must be attached to the ACORD certificate in a single PDF document.
The certificates must (1) identify the insurers, the types of insurance, the insurance limits, the
deductibles, and the policy term, (2) include copies of all the actual policy endorsements required
herein, and (3) in the “Certificate Holder” box include:
Santa Clara Valley Transportation Authority (“VTA”)
3331 North First Street
Cupertino, CA 95134-1906
In the Description of Operations/Locations/Vehicles/Special Items Box, the VTA property leased
must appear, the list of policies scheduled as underlying on the Umbrella/Excess policy must be
listed, Certificate Holder must be named as additional insured, and Waiver of Subrogation must
be indicated as endorsed to all policies as stated in the Agreement documents.
It is a condition precedent to granting of this Agreement that all insurance certificates and
endorsements be received and approved by VTA before Agreement execution. No occupancy may
be taken until insurance is in full compliance. VTA reserves the rights to require complete, certified
copies of all required insurance policies, at any time.
If CITY receives notice that any of the insurance policies required by this Attachment may be
cancelled or coverage reduced for any reason whatsoever, CITY must immediately provide written
notice to VTA that such insurance policy required by this Attachment is canceled or coverage is
reduced.
H. MAINTENANCE OF INSURANCE
If CITY fails to maintain insurance as required herein, VTA, at its option, may suspend the
Agreement until a new policy of insurance is in effect.
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ATTACHMENT C
2016 Measure B Bicycle & Pedestrian Program Guidelines
(Adopted by VTA Board of Directors on October 5, 2017)
Definition from Resolution No. 2016.06.17
To fund bicycle and pedestrian projects of countywide significance identified by the cities, County and
VTA. The program will give priority to those projects that connect to schools, transit and employment
centers; fill gaps in the existing bike and pedestrian network; safely cross barriers to mobility; and make
walking or biking a safer and more convenient means of transportation for all county residents and
visitors. Bicycle and pedestrian educational programs such as Safe Routes to Schools, will be eligible for
funding.
Total Funding
• $250 million in 2017 dollars.
Distribution
• Board of Directors will allocate funding schedule and amount for program through the budget
cycle.
• VTA anticipates that allocations will be programmed based upon the total allocation for the
Bicycle & Pedestrian Program contained in 2016 Measure B divided by the nu mber of years in
the measure.
• Future allocations will vary depending on the amount of sales tax revenue collected.
• Funds will be distributed on a 2-year cycle. The program will consist of three categories:
education & encouragement programs, planning studies, and capital projects.
• A total of 15% of available program area funds will be set aside for the education &
encouragement category. The funds will be allocated as follows:
o $250,000 for countywide (including targeting unincorporated areas) education &
encouragement programs
o Remaining funds allocated by city population formula with a $10,000 annual
minimum allocation per city
• A maximum of 5% of available program area funds will be allocated to planning studies grants
category.
• If the planning studies grants category is not fully awarded, the remaining funds will roll into
the capital category.
• If a cycle’s funds are not fully awarded, the balance will roll into the next cycle’s budget .
• Example of breakdown of grant program funding: If Bicycle/Pedestrian Program Area is
programmed at $8.3 million/year:
o Capital - $6.6 million (minimum)
o Planning - $415,000 (maximum)
o Education & Encouragement - $1.25 million (maximum)
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Implementation
Education & Encouragement (Formula Distribution)
• VTA and individual agencies will enter into a Master Agreement for Education &
Encouragement funds.
• VTA will notify agency of estimated allocation for two-year cycle.
• Agency will submit annual education & encouragement work program.
• Funds will be available on a reimbursable basis. Agencies may submit invoices to VTA
on a monthly, quarterly or annual basis. Invoices must be submitted within one year of
the date posted on the contractor’s invoice.
• Education & Encouragement funds may be banked for a maximum of three years with
explanation of banking purposes.
• VTA will conduct an assessment regarding the effectiveness of the program.
Grant Program (Competitive)
• Only a public agency can serve as a project sponsor. Other entities must partner with a public
agency to apply for a grant.
• The grant program will contain two categories:
o Capital projects
Activities leading to/including:
• Environmental Clearance
• Design
• Right of Way
• Construction
Construction grant requests must include cost estimates supported by 30% to
35% design.
o Planning studies
Includes planning studies to support capital project development for those
projects currently listed on Attachment A of 2016 Measure B. It does not
include general/master planning efforts.
• The minimum grant award is $50,000.
• The maximum grant award per sponsoring agency can be no more than 50% of the total
available funds per call for projects per cycle, unless the cycle is undersubscribed.
• Project criteria will be developed in conjunction with the VTA Technical Advisory Committee
(TAC) Capital Improvement Program Working Group, and brought to the TAC and Bicycle &
Pedestrian Advisory Committee (BPAC) for input.
• Scoring committee for the grant program will be comprised of three BPAC members, three
Member Agency staff, and one VTA staff person.
Criteria
• Only projects currently listed on Attachment A of 2016 Measure B are eligible.
• Capital Projects will be scored on criteria that supports the language in 2016 Measure B.
o Countywide significance
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o Connection to/serves schools, transit, or employment centers
o Fills gaps in bicycle/pedestrian network
o Provides safer crossings of barriers
o Makes walking or biking safer
o Makes walking or biking more convenient
o Other criteria to consider:
Safety benefits
Increase in bicycle and pedestrian usage
Community support
Project readiness
Projects serve Communities of Concern
Requirements
• Competitive grant projects require a 10% non-2016 Measure B contribution.
• Reporting requirements will be detailed in agreements executed with VTA for project funding.
• All applications must include a delivery schedule.
• Funds will be available on a reimbursement basis.
• VTA Complete Streets reporting requirements will be required for Planning and Capital projects.
• All collateral material will be required to display a 2016 Measure B logo.
DocuSign Envelope ID: D906BCC1-9A36-4EFD-9A9C-C442B69AA996
2016 Measure B Bike_Ped_Cap_Project_Cupert
ino_Junipero_East_Final_Executable_010622
Final Audit Report 2022-05-11
Created:2022-05-05
By:Julia Kinst (juliak@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAA6YTzOPCq08ZBGMDn0yyElzcITGt4n9pa
"2016 Measure B Bike_Ped_Cap_Project_Cupertino_Junipero_E
ast_Final_Executable_010622" History
Document created by Julia Kinst (juliak@cupertino.org)
2022-05-05 - 7:16:20 PM GMT- IP address: 216.198.111.214
Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature
2022-05-05 - 7:18:49 PM GMT
Email viewed by Christopher D. Jensen (christopherj@cupertino.org)
2022-05-05 - 7:35:38 PM GMT- IP address: 104.28.123.172
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2022-05-05 - 10:35:55 PM GMT - Time Source: server- IP address: 136.24.42.212
Document emailed to Jim Throop (jimt@cupertino.org) for signature
2022-05-05 - 10:35:57 PM GMT
Email viewed by Jim Throop (jimt@cupertino.org)
2022-05-11 - 0:41:07 AM GMT- IP address: 104.47.73.254
Document e-signed by Jim Throop (jimt@cupertino.org)
Signature Date: 2022-05-11 - 6:49:09 PM GMT - Time Source: server- IP address: 64.165.34.3
Agreement completed.
2022-05-11 - 6:49:09 PM GMT
DocuSign Envelope ID: D906BCC1-9A36-4EFD-9A9C-C442B69AA996