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11-21-2017 Searchable packetCITY OF CUPERTINO AGENDA CITY COUNCIL 4:00 PM 10300 Torre Avenue and 10350 Torre Avenue Tuesday, November 21, 2017 Non-televised Special Meeting Closed Session (4:00) and Televised Regular Meeting (6:45) NOTICE AND CALL FOR A SPECIAL MEETING OF THE CUPERTINO CITY COUNCIL NOTICE IS HEREBY GIVEN that a special meeting of the Cupertino City Council is hereby called for Tuesday, November 21, 2017, commencing at 4:00 p.m. in City Hall Conference Room A, 10300 Torre Avenue, Cupertino, California 95014. Said special meeting shall be for the purpose of conducting business on the subject matters listed below under the heading, “Special Meeting." The regular meeting items will be heard at 6:45 p.m. in Community Hall Council Chamber, 10350 Torre Avenue, Cupertino, California. SPECIAL MEETING ROLL CALL - 4:00 PM City Hall Conference Room A, 10300 Torre Avenue CLOSED SESSION 1.Subject: Conference with Real Property Negotiators pursuant to Government Code Section 54956.8. Properties: 10849 Sycamore Drive, Cupertino, California; APN 342-57-028. Agency Negotiators: David Brandt, Jaqui Guzman. Negotiating Parties: Carol Atwood. Under Negotiation: Price and terms of payment 2.Subject: Conference with Legal Counsel - Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Government Code Section 54956.9: (one potential case) ADJOURNMENT REGULAR MEETING Page 1 1 November 21, 2017City Council AGENDA PLEDGE OF ALLEGIANCE - 6:45 PM Community Hall, 10350 Torre Avenue ROLL CALL CEREMONIAL MATTERS AND PRESENTATIONS 1.Subject: Present Certificates of Appreciation to volunteers at the Silicon Valley Korean School (SVKS) Recommended Action: Present Certificates of Appreciation to volunteers at the Silicon Valley Korean School (SVKS) 2.Subject: Presentation from the Cupertino Rotary regarding community outreach Recommended Action: Receive presentation from the Cupertino Rotary regarding community outreach POSTPONEMENTS ORAL COMMUNICATIONS This portion of the meeting is reserved for persons wishing to address the council on any matter not on the agenda. Speakers are limited to three (3) minutes. In most cases, State law will prohibit the council from making any decisions with respect to a matter not listed on the agenda. CONSENT CALENDAR Unless there are separate discussions and/or actions requested by council, staff or a member of the public, it is requested that items under the Consent Calendar be acted on simultaneously. 3.Subject: Approve the November 7 City Council minutes Recommended Action: Approve the November 7 City Council minutes A - Draft Minutes 4.Subject: Accept Accounts Payable for the period ending October 6, 2017 Recommended Action: Adopt Resolution No. 17-107 accepting Accounts Payable for the period ending October 6, 2017 A - Draft Resolution B - AP Report Page 2 2 November 21, 2017City Council AGENDA 5.Subject: Accept Accounts Payable for the period ending October 20, 2017 Recommended Action: Adopt Resolution No. 17-108 accepting Accounts Payable for period ending October 20, 2017 A - Draft Resolution B - AP Report 6.Subject: Accept Accounts Payable for the period ending October 13, 2017 Recommended Action: Adopt Resolution No. 17-109 accepting Accounts Payable for the period ending October 13, 2017 A - Draft Resolution B - AP Report 7.Subject: Declare weeds a nuisance and set hearing date of January 16 for objections to proposed removal Recommended Action: Adopt Resolution No. 17-110 declaring weeds a nuisance and setting a hearing date of January 16 for objections to proposed removal Staff Report A - Draft Resolution 8.Subject: Creation of pooled liability assurance network joint powers authority (PLAN JPA). Recommended Action: Adopt Resolution No. 17-111 authorizing the City of Cupertino to participate in the Pooled Liability Assurance Network Joint Powers Authority (PLAN JPA). Staff Report A - Draft Resolution B - Draft PLAN Reso 2017-01 (Agency Agreement) C - Draft Model JPA Agreement 9.Subject: Authorize the City Manager to execute an agreement with Active Network, LLC for recreation management software Recommended Action: Authorize the City Manager to execute a five-year Product and Services Agreement with Active Network, LLC, in the amount of $1,058,754 for enterprise recreation management software implementation, hardware, and subscription (Attachment A). Authorize the City Manager to negotiate and execute contract extensions at the end of the initial five-year contract period for one two-year term Staff Report A - Product and Services Agreement Page 3 3 November 21, 2017City Council AGENDA 10.Subject: Application for Alcohol Beverage License for KVS Team (dba Koja Kitchen), 19700 Vallco Parkway, Suite 130 Recommended Action: Recommend approval to the California Department of Alcoholic Beverage Control of the application for Alcohol Beverage License for KVS Team (dba Koja Kitchen), 19700 Vallco Parkway, Suite 130 Staff Report A - Application 11.Subject: Authorize the City Manager to send letters opposing wireless legislation that infringes on the City's authority to manage publicly owned property and wireless facility placement. Recommended Action: Authorize the City Manager to send letters to governmental representatives, committees and other appropriate groups and agencies regarding legislation that affects the City's authority to manage publicly owned property and wireless facility placement. Staff Report A - Draft Letter B - Design Rendering SECOND READING OF ORDINANCES PUBLIC HEARINGS ORDINANCES AND ACTION ITEMS Page 4 4 November 21, 2017City Council AGENDA 12.Subject: Authorization of consultant services and budget for specific plan and environmental review of the Vallco Shopping District Special Area. Recommended Action: Staff recommends that the City Council: 1. Authorize the City Manager to: a. Execute a consultant agreement with Opticos Design to provide services to the City for the preparation of a specific plan for the Council’s consideration, for an amount not to exceed $850,000 (Attachment A). b. Execute a consultant agreement with David J. Powers and Associates, Inc. to provide services to the City for the preparation of an Environmental Impact Reports (EIR) for the Council’s consideration, for an amount not to exceed $821,940. This amount includes services of transportation consultant Fehr and Peers, who will be a subconsultant under the David J. Powers and Associates, Inc. contract (Attachment B). c. Execute a consultant agreement with EPS to provide services to the City for economic impact analysis for an amount not to exceed $147,000 (Attachment C). d. Negotiate and execute additional future amendments to the agreements listed in Items 1a. - c. above, up to a total of $2,405,549, which includes the contract amounts listed above, 15% administrative fee on consultant contracts and a 15% contingency, to the extent that funds are appropriated for the amendments and the total expenditures are cost-recovered from the applicant. 2. Approve an increase to the Fiscal Year 2017-18 Planning and Community Development - Mid to Long Term Planning program budget of $2,405,549. Staff Report A - Specific Plan Scope of Work and Cost Estimate B - Environmental Review Scope of Work and Cost Estimate C - Economics Consultant Scope of Work and Cost Estimate D - Letter from property owner 13.Subject: Mitigation Fee Act - Annual and Five-Year Report for fiscal year ending June 30, 2017 Recommended Action: Accept the Annual and Five-Year Review of the City of Cupertino's Development Impact Fees (Government Code Section 66000 et seq.); and Adopt Resolution No 17-112 entitled "A Resolution of the City Council of the City of Cupertino Approving the Annual and Five-Year Development Impact Fee Reports and Making Required Findings." Staff Report A - Developer In-Lieu Fee Report B - Draft Resolution REPORTS BY COUNCIL AND STAFF Page 5 5 November 21, 2017City Council AGENDA 14.Subject: Report on Committee assignments and general comments Recommended Action: Report on Committee assignments and general comments ADJOURNMENT Page 6 6 November 21, 2017City Council AGENDA The City of Cupertino has adopted the provisions of Code of Civil Procedure §1094.6; litigation challenging a final decision of the City Council must be brought within 90 days after a decision is announced unless a shorter time is required by State or Federal law. Prior to seeking judicial review of any adjudicatory (quasi-judicial) decision, interested persons must file a petition for reconsideration within ten calendar days of the date the City Clerk mails notice of the City’s decision. Reconsideration petitions must comply with the requirements of Cupertino Municipal Code §2.08.096. Contact the City Clerk’s office for more information or go to http://www.cupertino.org/index.aspx? page=125 for a reconsideration petition form. In compliance with the Americans with Disabilities Act (ADA), anyone who is planning to attend the next City Council meeting who is visually or hearing impaired or has any disability that needs special assistance should call the City Clerk's Office at 408-777-3223, 48 hours in advance of the Council meeting to arrange for assistance. Upon request, in advance, by a person with a disability, City Council meeting agendas and writings distributed for the meeting that are public records will be made available in the appropriate alternative format. Also upon request, in advance, an assistive listening device can be made available for use during the meeting. Any writings or documents provided to a majority of the Cupertino City Council after publication of the packet will be made available for public inspection in the City Clerk’s Office located at City Hall, 10300 Torre Avenue, during normal business hours and in Council packet archives linked from the agenda/minutes page on the Cupertino web site. IMPORTANT NOTICE: Please be advised that pursuant to Cupertino Municipal Code 2.08.100 written communications sent to the Cupertino City Council, Commissioners or City staff concerning a matter on the agenda are included as supplemental material to the agendized item. These written communications are accessible to the public through the City’s website and kept in packet archives. You are hereby admonished not to include any personal or private information in written communications to the City that you do not wish to make public; doing so shall constitute a waiver of any privacy rights you may have on the information provided to the City. Members of the public are entitled to address the City Council concerning any item that is described in the notice or agenda for this meeting, before or during Page 7 7 November 21, 2017City Council AGENDA consideration of that item. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located in front of the Council, and deliver it to the Clerk prior to discussion of the item. When you are called, proceed to the podium and the Mayor will recognize you. If you wish to address the City Council on any other item not on the agenda, you may do so by during the public comment portion of the meeting following the same procedure described above. Please limit your comments to three (3) minutes or less. Page 8 8 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-2903 Name: Status:Type:Closed Session Agenda Ready File created:In control:8/8/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Conference with Real Property Negotiators pursuant to Government Code Section 54956.8. Properties: 10849 Sycamore Drive, Cupertino, California; APN 342-57-028. Agency Negotiators: David Brandt, Jaqui Guzman. Negotiating Parties: Carol Atwood. Under Negotiation: Price and terms of payment Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. Subject: Conference with Real Property Negotiators pursuant to Government Code Section 54956.8. Properties: 10849 Sycamore Drive, Cupertino, California; APN 342-57-028. Agency Negotiators: David Brandt, Jaqui Guzman. Negotiating Parties: Carol Atwood. Under Negotiation: Price and terms of payment CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™9 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3260 Name: Status:Type:Closed Session Agenda Ready File created:In control:11/9/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Conference with Legal Counsel - Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Government Code Section 54956.9: (one potential case) Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. Subject: Conference with Legal Counsel - Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Government Code Section 54956.9: (one potential case) CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™10 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3126 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:10/11/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Present Certificates of Appreciation to volunteers at the Silicon Valley Korean School (SVKS) Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Present Certificates of Appreciation to volunteers at the Silicon Valley Korean School (SVKS) Present Certificates of Appreciation to volunteers at the Silicon Valley Korean School (SVKS) CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™11 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3200 Name: Status:Type:Ceremonial Matters & Presentations Agenda Ready File created:In control:10/30/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Presentation from the Cupertino Rotary regarding community outreach Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Presentation from the Cupertino Rotary regarding community outreach Receive presentation from the Cupertino Rotary regarding community outreach CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™12 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:116-2060 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:10/4/2016 City Council On agenda:Final action:11/21/2017 Title:Subject: Approve the November 7 City Council minutes Sponsors: Indexes: Code sections: Attachments:A - Draft Minutes Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Approve the November 7 City Council minutes Approve the November 7 City Council minutes CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™13 DRAFT MINUTES CUPERTINO CITY COUNCIL Tuesday, November 7, 2017 SPECIAL CITY COUNCIL MEETING At 5:30 p.m. Mayor Savita Vaidhyanathan called the Special City Council meeting to order in the City Hall Conference Room A, 10300 Torre Avenue. Present: Mayor Savita Vaidhyanathan, Vice Mayor Darcy Paul, and Councilmembers Barry Chang, Steven Scharf, and Rod Sinks. Absent: None. Council went into closed session and reconvened in open session at 6:45 p.m. in the Cupertino Community Hall Council Chambers, 10350 Torre Avenue for the Regular Meeting. 1. Subject: Public Employee Performance Evaluation (Gov't Code Section 54957). Title: City Attorney Mayor Vaidhyanathan reported that Council gave direction to staff. 2. Subject: Conference with Legal Counsel - Anticipated Litigation. Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Government Code Section 54956.9: (one potential case) Mayor Vaidhyanathan reported that Council gave direction to staff. 3. Subject: Conference with Legal Counsel - Anticipated Litigation. Initiation of litigation pursuant to subdivision (c) of Government Code Section 54956.9: (one potential case) Mayor Vaidhyanathan reported that Council gave direction to staff. Mayor Vaidhyanathan also reported out from the Special Closed Sessions held on Thursday, November 2 and Monday, November 6. Subject: Public Employee Performance Evaluation (Gov't Code Section 54957). Title: City Manager 14 City Council Minutes November 7, 2017 2 Mayor Vaidhyanathan reported that no direction was given by Council. Subject: Public Employee Performance Evaluation (Gov't Code Section 54957). Title: City Manager Mayor Vaidhyanathan reported that Council gave direction to staff. REGULAR CITY COUNCIL MEETING ROLL CALL At 6:45 p.m. Mayor Savita Vaidhyanathan called the Regular City Council meeting to order in the Cupertino Community Hall Council Chambers, 10350 Torre Avenue and led the Pledge of Allegiance. Present: Mayor Savita Vaidhyanathan, Vice Mayor Darcy Paul, and Councilmembers Barry Chang, Steven Scharf, and Rod Sinks. Absent: None. CEREMONIAL MATTERS AND PRESENTATIONS 1. Subject: Presentation from Toyokawa Sister City regarding recent student exchange trip Recommended Action: Receive presentation from Toyokawa Sister City regarding recent student exchange trip Alysa Sakkas from the Toyokawa Sister City Committee introduced the students. Each student talked about his or her favorite memory from the trip. Council received the presentation. 2. Subject: Presentation by Bhubaneswar Sister City Committee regarding recent trip Recommended Action: Receive presentation by Bhubaneswar Sister City Committee regarding recent trip Mahesh Pakala from the Bhubaneswar Sister City Committee gave a presentation regarding the recent trip to Bhubaneswar. Council received the presentation. 3. Subject: Certificates of appreciation and presentation by Youth Services Through Cultural Arts (YSTCA) regarding fundraising for West Valley Community Services 15 City Council Minutes November 7, 2017 3 Recommended Action: Present certificates and receive presentation by Youth Services Through Cultural Arts (YSTCA) regarding fundraising for West Valley Community Services Written communications for this item included a presentation. Students from YSTCA gave a presentation regarding fundraising for West Valley Community Services. Council received the presentation and Mayor Vaidhyanathan presented Certificates of Appreciation to the students. 4. Subject: Presentation from the Cupertino Chamber of Commerce regarding community outreach Recommended Action: Receive presentation from the Cupertino Chamber of Commerce regarding community outreach Andrew Walters, Vice President of the Cupertino Chamber of Commerce and President- elect for 2018 gave a presentation regarding community outreach. Council received the presentation. 5. Subject: Library Commission Accomplishments and Work Plan Presentation Recommended Action: Receive presentation of the Library Commission Accomplishments and Work Plan Written communications for this item included a presentation. Library Commissioner Liana Crabtree and Community Librarian Clare Varesio gave a presentation regarding accomplishments and the Work Plan. Council received the presentation. POSTPONEMENTS - None ORAL COMMUNICATIONS Kelli Richards talked about Vallco redevelopment. Fariba Nejat talked about Vallco redevelopment. 16 City Council Minutes November 7, 2017 4 Tim McRae from Silicon Valley Leadership Group talked about the upcoming Turkey Trot and Mayor’s Cup challenge. Jennifer Griffin talked about the San Jose Urban Villages project. Kevin McClelland on behalf of Chamber of Commerce talked about Vallco redevelopment and the Silicon Valley Startup Cup. Kinjal Buch talked about Vallco redevelopment. Sandy James talked about the upcoming Veteran’s Day celebration at Memorial Park on November 11 at 11:00 a.m. Mark Brodsky talked about building a transit plaza. Jean Bedord talked about Library technology. John C. Muskivitch talked about the good things in Cupertino and Vallco redevelopment. Richard Lowenthal talked about Vallco redevelopment. Vicky Tsai thanked Council for support of the Hsinchu Sister City Committee and Vallco redevelopment. Liang-Fang Chao talked about the recent forum on regional planning sponsored by Better Cupertino. CONSENT CALENDAR Paul moved and Chang seconded to approve the items on the Consent Calendar as presented with the exception of item numbers 8, 9, and 11 which were pulled for discussion. Ayes: Vaidhyanathan, Paul, Chang, Scharf, and Sinks. Noes: None. Abstain: None. Absent: None. 6. Subject: Approve the October 17 City Council minutes Recommended Action: Approve the October 17 City Council minutes 7. Subject: Treasurer's Investment Report for Quarter Ending September 30, 2017 Recommended Action: Accept the Treasurer's Investment Report for Quarter Ending September 30, 2017 17 City Council Minutes November 7, 2017 5 8. Subject: Bay Area Air Quality Management District Proposed Reduction of Risk from Air Toxic Emissions at Existing Facilities Recommended Action: Adopt a position of support on the Bay Area Air Quality Management District’s proposed Regulation 11, Rule 18: Reduction of Risk from Air Toxic Emissions at Existing Facilities Written communications for this item included emails to Council. Councilmember Sinks recused himself from voting on this item and left the dais. Deputy City Manager Jaqui Guzman reviewed the staff report. The following individuals spoke on this item: John Bartas on behalf of Bay Area Clean Environment Robert Hogin (distributed written comments) Paul moved and Scharf seconded to adopt a position of support on the Bay Area Air Quality Management District’s proposed Regulation 11, Rule 18: Reduction of Risk f rom Air Toxic Emissions at Existing Facilities and authorize the Mayor to send a letter of support. The motion carried with Sinks recusing. 9. Subject: Donation for the implementation of the 2016 Bicycle Transportation Plan Recommended Action: Accept a donation in the amount of $1,800,000 for the implementation of the 2016 Bicycle Transportation Plan and approve a Budget Appropriation in the amount of $1,800,000 in the Capital Improvement Fund (420-99-036 900-905) for the first phase of the Stevens Creek Boulevard Separated Bike Lane Project Councilmember Sinks recused himself from voting on this item and remained off the dais. Director of Public Works Timm Borden reviewed the staff report. Jennifer Griffin spoke on this item. Vaidhyanathan moved and Chang seconded to accept a donation in the amount of $1,800,000 for the implementation of the 2016 Bicycle Transportation Plan and approve a Budget Appropriation in the amount of $1,800,000 in the Capital Improvement Fund (420- 99-036 900-905) for the first phase of the Stevens Creek Boulevard Separated Bike Lane Project. The motion carried with Sinks recusing. 18 City Council Minutes November 7, 2017 6 10. Subject: Application for Alcohol Beverage License for Galpao Gaucho Three, LLC (dba Galpao Gaucho), 19780 Stevens Creek Boulevard Recommended Action: Recommend approval to the California Department of Alcoholic Beverage Control of the application for Alcohol Beverage License for Galpao Gaucho Three, LLC (dba Galpao Gaucho), 19780 Stevens Creek Boulevard 11. Subject: One Bay Area Grant Cycle 2 Application Resolution of Local Support Recommended Action: Adopt Resolution No. 17-104, authorizing an application to the Metropolitan Transportation Commission (MTC) for $769,000 in funding from the One Bay Area Grant Program, regional discretionary funding, appropriating $110,000 in necessary matching funds, and assuring the completion of the Project in accordance with the application. Councilmember Sinks returned to the dais. Director of Public Works Timm Borden reviewed the staff report. Jennifer Griffin spoke on this item. Chang moved and Sinks seconded to adopt Resolution No. 17-104, authorizing an application to the Metropolitan Transportation Commission (MTC) for $769,000 in funding from the One Bay Area Grant Program, regional discretionary funding, appropriating $110,000 in necessary matching funds, and assuring the completion of the Project in accordance with the application. The motion carried unanimously. SECOND READING OF ORDINANCES - None PUBLIC HEARINGS - None ORDINANCES AND ACTION ITEMS 12. Subject: Approve the second amendment to Employment Contract for the City Attorney and amend the Appointed Employees' Compensation Program Recommended Action: Adopt Resolution No. 17-105, approving the second amendment to the employment contract for the City Attorney and authorizing the Mayor to execute the contract; and Adopt Resolution No. 17-106, amending the Appointed Employees’ Compensation Program to reflect changes in compensation for the City Attorney. Director of Administrative Services Kristina Alfaro reviewed the staff report. 19 City Council Minutes November 7, 2017 7 Vaidhyanathan moved and Chang seconded to approve as amended a salary increase for the City Attorney to $21,300 annual base salary, effective 9/6/17, and that the City Attorney agreed to not cash out his administrative leave during the te rm of contract. Council directed staff to amend the City Attorney Employment Agreement and Resolution No. 17- 105 to conform to this direction. Staff was also directed to amend the salary schedule on the Appointed Employee’s Compensation Program and Resolution No. 17-106 to conform to Council’s direction. The motion carried with Chang, Paul, and Scharf voting yes, and Sinks and Vaidhyanathan voting no. 13. Subject: Amend Cupertino Municipal Code Chapter 11.24, “Stopping, Standing and Parking - Public Streets, Section 11.24.170, Limitation on Certain Streets to Establish 2-hour Parking on a Portion of Vallco Parkway (continued from October 17). Recommended Action: Conduct the first reading of Ordinance No 17-2169: "An Ordinance of the City Council of the City of Cupertino Amending Section 11.24, "Stopping, Standing and Parking - Public Streets, Section 11.24.170, Limitation on Certain Streets to Establish 2- hour Parking on a Portion of Vallco Parkway". Director of Public Works Timm Borden reviewed the staff report. The developer spoke on this item and answered questions from Council. Jennifer Griffin spoke on this item. City Clerk Grace Schmidt read the title of the ordinance. Chang moved and Paul seconded to read Ordinance No. 17-2169 by title only and that the City Clerk’s reading would constitute the first reading thereof. Ayes: Chang and Paul. Noes: Scharf, Sinks, and Vaidhyanathan. Abstain: None. Absent: None. The motion failed. Sinks moved and Scharf seconded to continue the item to a future meeting and directed staff to work with the developer to find a solution that would be revenue neutral to the City and analyze the expected entire cost. The motion carried with Chang voting no. REPORTS BY COUNCIL AND STAFF 14. Subject: Report on Committee assignments and general comments Recommended Action: Report on Committee assignments and general comments City Manager David Brandt noted that there would be a special study session regarding 20 City Council Minutes November 7, 2017 8 recent housing legislation impacts tentatively scheduled on November 28 at 6:45 p.m. Paul and Scharf concurred to agendize prior to the end of the year, a discussion regarding provisions of SB35 and possible impacts on the Vallco Specific Plan. Council members highlighted the activities of their committees and various community events. ADJOURNMENT At 10:37 p.m., Mayor Vaidhyanathan adjourned the meeting in memory of the victims of the recent shooting in San Antonio, Texas. ________________________________ Grace Schmidt, City Clerk 21 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3266 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:11/13/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Accept Accounts Payable for the period ending October 6, 2017 Sponsors: Indexes: Code sections: Attachments:A - Draft Resolution B - AP Report Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Accept Accounts Payable for the period ending October 6, 2017 Adopt Resolution No. 17-107 accepting Accounts Payable for the period ending October 6, 2017 CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™22 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO ALLOWING CERTAIN CLAIMS AND DEMANDS PAYABLE IN THE AMOUNTS AND FROM THE FUNDS AS HEREINAFTER DESCRIBED FOR GENERAL AND MISCELLANEOUS EXPENDITURES FOR THE PERIOD ENDING October 6, 2017 WHEREAS, the Director of Administrative Services or her designated representative has certified to accuracy of the following claims and demands and to the availability of funds for payment hereof; and WHEREAS, the said claims and demands have been audited as required by law. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby allows the following claims and demands in the amounts and from the funds as hereinafter set forth in the attached Payment Register. CERTIFIED: _____________________________ Beth G. Viajar Acting Finance Manager PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 21st day of November, 2017, by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: _________________________ ________________________ Grace Schmidt, City Clerk Savita Vaidhyanathan, Mayor, City of Cupertino 23 24 25 26 27 28 29 30 31 32 33 34 35 36 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3265 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:11/13/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Accept Accounts Payable for the period ending October 20, 2017 Sponsors: Indexes: Code sections: Attachments:A - Draft Resolution B - AP Report Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Accept Accounts Payable for the period ending October 20, 2017 Adopt Resolution No. 17-108 accepting Accounts Payable for period ending October 20, 2017 CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™37 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO ALLOWING CERTAIN CLAIMS AND DEMANDS PAYABLE IN THE AMOUNTS AND FROM THE FUNDS AS HEREINAFTER DESCRIBED FOR GENERAL AND MISCELLANEOUS EXPENDITURES FOR THE PERIOD ENDING October 20, 2017 WHEREAS, the Director of Administrative Services or her designated representative has certified to accuracy of the following claims and demands and to the availability of funds for payment hereof; and WHEREAS, the said claims and demands have been audited as required by law. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby allows the following claims and demands in the amounts and from the funds as hereinafter set forth in the attached Payment Register. CERTIFIED: _____________________________ Beth G. Viajar Acting Finance Manager PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 21st day of November, 2017, by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: _________________________ ________________________ Grace Schmidt, City Clerk Savita Vaidhyanathan, Mayor, City of Cupertino 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3264 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:11/13/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Accept Accounts Payable for the period ending October 13, 2017 Sponsors: Indexes: Code sections: Attachments:A - Draft Resolution B - AP Report Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Accept Accounts Payable for the period ending October 13, 2017 Adopt Resolution No. 17-109 accepting Accounts Payable for the period ending October 13, 2017 CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™54 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO ALLOWING CERTAIN CLAIMS AND DEMANDS PAYABLE IN THE AMOUNTS AND FROM THE FUNDS AS HEREINAFTER DESCRIBED FOR GENERAL AND MISCELLANEOUS EXPENDITURES FOR THE PERIOD ENDING October 13, 2017 WHEREAS, the Director of Administrative Services or her designated representative has certified to accuracy of the following claims and demands and to the availability of funds for payment hereof; and WHEREAS, the said claims and demands have been audited as required by law. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby allows the following claims and demands in the amounts and from the funds as hereinafter set forth in the attached Payment Register. CERTIFIED: _____________________________ Beth G. Viajar Acting Finance Manager PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 21st day of November, 2017, by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: _________________________ ________________________ Grace Schmidt, City Clerk Savita Vaidhyanathan, Mayor, City of Cupertino 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3027 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:9/15/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Declare weeds a nuisance and set hearing date of January 16 for objections to proposed removal Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Resolution Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Declare weeds a nuisance and set hearing date of January 16 for objections to proposed removal Adopt Resolution No. 17-110 declaring weeds a nuisance and setting a hearing date of January 16 for objections to proposed removal CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™70 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: November 21, 2017 Subject Declare weeds a nuisance and set hearing date of January 16 for objections to proposed removal. Recommended Action Adopt the Draft Resolution declaring weeds a nuisance and setting a hearing date of January 16 for objections to proposed removal. Discussion Chapter 9.08 of the Cupertino Municipal Code requires property owners to remove or destroy weeds on their property for fire protection. The weed abatement process is in place to notify the property owners of this responsibility, authorize the County to remove the weeds if the property owner doesn’t, and allow the County to recover the costs of abatement. *Please note that any fees waived by the Council will be billed to the City by the County to cover their cost of servicing the property. The process consists of eight steps that begin in November and go through August of each year. At this time the process is at Step No. 2 on the list. 1. County prepares a list of all properties that have been non-compliant in removing weeds in the last three years and provides that list to the City (Nov). 2. City Council adopts a resolution declaring weeds a nuisance and setting a hearing date to hear objections by property owners to having their name on the list (Dec). 3. County sends notice to the property owners on the list notifying them of the hearing date and explaining that they must remove weeds by the abatement deadline of April 30 or it will be done for them, and the cost of the abatement plus administrative costs assessed to their property (Dec). 71 4. City Council holds the hearing to consider objections by property owners and adopts a resolution ordering abatement (Jan). 5. County sends a courtesy letter to property owners on the list notifying them again of the abatement deadline and noting that they will work with the property owner to be sure the weeds are removed (Jan). 6. After April 30, the properties are inspected by the County to verify that weeds were removed and proceeds with abatement if the inspection fails. County makes an assessment list of all costs associated with the abatement and provides that list to the City (June-July). 7. City notifies the property owners on the assessment list notifying them of the hearing date. (July-Aug). 8. City Council holds a hearing, notes any disputes, and adopts a resolution putting a lien assessment on the properties to allow the County to recover the cost of weed abatement (July-Aug). _____________________________________ Prepared by: Kirsten Squarcia, Deputy City Clerk Reviewed by: Grace Schmidt, City Clerk Approved for Submission by: David Brandt, City Manager Attachments: A - Draft Resolution 72 RESOLUTION NO. 17- A RESOLUTION OF THE CUPERTINO CITY COUNCIL DECLARING WEEDS ON CERTAIN DESCRIBED PROPERTY TO BE A PUBLIC NUISANCE AND SETTING A HEARING FOR OBJECTIONS TO PROPOSED REMOVAL WHEREAS, weeds are growing in the City of Cupertino upon certain streets, sidewalks, highways, roads and private property; and WHEREAS, said weeds may attain such growth as to become a fire menace or which are otherwise noxious or dangerous; and WHEREAS, said weeds constitute a public nuisance; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cupertino as follows: 1. That said weeds do now constitute a public nuisance; 2. That said nuisance exists upon all of the streets, sidewalks, highways, roads and private property more particularly described by common names or by reference to the tract, block, lot, code area, and parcel number on the report prepared by the Agricultural Commissioner and attached hereto; 3. That the 16th day of January, 2018, at the hour of 6:45 p.m., or as soon thereafter as the matter can be heard, in the Council Chamber in the Community Hall, City of Cupertino, is hereby set as the time and place where all property owners having any objections to the proposed removal of such weeds may be heard; 4. That the Agricultural Commissioner is hereby designated and ordered as the person to cause notice of the adoption of this resolution to be given in the manner and form provided in Sections 9.08.040 of the Cupertino Municipal Code. 73 Resolution No. 17- Page 2 PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 21st day of November, 2017, by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: ______________________ ________________________________ Grace Schmidt, City Clerk Savita Vaidhyanathan, Mayor, City of Cupertino 74 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3262 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:11/9/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Creation of pooled liability assurance network joint powers authority (PLAN JPA). Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Resolution B - Draft PLAN Reso 2017-01 (Agency Agreement) C - Draft Model JPA Agreement Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Creation of pooled liability assurance network joint powers authority (PLAN JPA). Adopt Resolution No. 17-111 authorizing the City of Cupertino to participate in the Pooled Liability Assurance Network Joint Powers Authority (PLAN JPA). CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™75 1 OFFICE OF THE CITY ATTORNEY CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3403 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: Subject Creation of pooled liability assurance network joint powers authority (PLAN JPA). Recommended Action Adopt Resolution No. 17- authorizing the City of Cupertino to participate in the Pooled Liability Assurance Network Joint Powers Authority (PLAN JPA). Background The Association of Bay Area Governments Pooled Liability Assurance Network (ABAG PLAN) was established in 1986 as a non-profit corporation in order to establish a stable, cost-effective self-insurance, risk sharing and risk management program option for ABAG members. City of Cupertino has participated in the ABAG PLAN for the past 31 years to obtain coverage and risk management services related to liability, property, automobile physical damage and other ancillary lines of coverage. As a result of the merger of ABAG and MTC, ABAG PLAN is now administered by the Metropolitan Transportation Commission (MTC). Over the course of the last year, the Board of Directors of ABAG PLAN has been exploring various options to disengage from MTC. The Board of Directors of ABAG PLAN conducted an RFP during the past fiscal year which indicates significant savings to the pool members as a result of contracting pool administration services through another source. An independent consultant study revealed a savings in pool administrative costs of approximately $3 million over the next five years for participating member agencies. ABAG PLAN Board of Directors voted unanimously at their annual board meeting in June to contract with Bickmore Risk Services. A transition plan has been developed by ABAG PLAN and Bickmore to transfer pool administrative services to the new pool administrator. In order to complete the transition of pool administrative services from ABAG/MTC and achieve the significant savings in administrative cost to the existing program, both ABAG General Counsel and PLAN Counsel have recommended a separate Joint Powers Authority (JPA) be formed to exclusively manage the existing and future risk management and coverage needs of the members. The new JPA is required to act as fiscal agent and manage the transfer of all of the current assets and liabilities from the ABAG PLAN non-profit corporation to the new PLAN JPA. The new PLAN JPA will no 76 2 longer be directly affiliated with MTC but will continue to provide a stable, cost - effective self-insurance, risk sharing and risk management program for the member participants. This separate JPA model would align City of Cupertino and other PLAN JPA members with pooling industry best practices, allow for program continuity and provide for a seamless transition to the new JPA post ABAG merger with MTC. By signing Resolution No. 17- , City of Cupertino agrees to conditionally participate in the newly established PLAN JPA. Once all current ABAG PLAN members have approved and signed their respective resolutions, The PLAN JPA will officially become a going concern and all assets and liabilities will be transferred from the prior ABAG PLAN to the new PLAN JPA. There is a potential adverse outcome in not signing the proposed resolution. Any delay in joining the JPA could jeopardize City of Cupertino participation in the PLAN program and would have an adverse impact on the PLAN members as it pertains to program costs. It would also be problematic for City of Cupertino in terms of finding an alternative solution for insurance and risk management services. Sustainability Impact No sustainability impact. Fiscal Impact There would be no direct fiscal impact on City of Cupertino related to the change to a new JPA. City of Cupertino would derive savings from the reduction in ABAG PLAN administrative costs over time. The action acknowledges City of Cupertino wishes to continue participating in the PLAN JPA to obtain coverage and risk management services going forward. _____________________________________ Prepared by: Randolph S. Hom, City Attorney Approved for Submission by: David Brandt, City Manager Attachments: A –Draft Resolution B – Draft PLAN Resolution 2017-01 (Agency Agreement) C – Draft Model JPA Agreement 77 RESOLUTION NO.17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO APPROVING AND AUTHORIZING THE EXECUTION OF THE POOLED LIABILITY ASSURANCE NETWORK [PLAN] JOINT EXERCISE OF POWERS AGREEMENT WHEREAS, the City of Cupertino (“City”) is a member of PLAN corporation, a California non-profit corporation (“PLAN Corporation”) comprised of twenty-eight member agencies pooling their property and liability risk in conjunction with the Association of Bay Area Governments (“ABAG”) Joint Exercise of Powers Authority (“JPA”), established pursuant to California Government Code §6500 et seq., and WHEREAS, in 1986 ABAG and PLAN Corporation entered into an Agency Agreement which irrevocably assigned the risk management duties and obligations of ABAG to PLAN Corporation. WHEREAS, the Member Agencies of PLAN Corporation have entered into a Risk Coverage Agreement with each other and ABAG to provide for pooled liability services through PLAN Corporation, and WHEREAS, a JPA is required to act as fiscal agent and manage the transfer and assignment of all of the current assets and liabilities from PLAN Corporation to the new PLAN JPA, and WHEREAS, the Members of PLAN Corporation seek to separate from the current model of service involving the necessity of the Agency Agreement and use of the ABAG JPA to the new risk management focused PLAN JPA that would provide pooled risk coverage for its member agencies, with preference for the existing members of PLAN, under a new risk coverage agreement within the PLAN JPA, and WHEREAS, as part of the transition the Bickmore Contract with PLAN Corporation will be assigned to the PLAN JPA, so that these services can continue in a seamless manner, and NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby authorize the City Manager/Mayor to execute the Pooled Liability Assurance Network (PLAN) Joint Exercise of Powers Agreement, pursuant to California Government Code §6500 et seq., including the powers delegated therein, conditioned on the transfer of the assets of PLAN to the PLAN JPA, in substantially the form attached to this Resolution 78 (minor technical or clerical corrections, if any, to be included in the authority granted here. NOW, THEREFORE, BE IT FURTHER RESOLVED, that the CITY’s PLAN Corporation representative is authorized to approve of the assignment of assets from PLAN Corporation to the JPA, and to approve the assignment of risk management services from PLAN Corporation to PLAN JPA. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 21ST day of November, 2017, by the following vote: Vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: ________________________________ Grace Schmidt, City Clerk Savita Vaidhyanathan, Mayor 79 RESOLUTION NO. 2017-01 RESOLUTION BY ABAG PLAN CORPORATION RELIEVING ABAG OF SPECIFIED RIGHTS AND DUTIES UNDER PARAGRAPH 3 OF THE AGENCY AGREEMENT A. WHEREAS, the Association of Bay Area Governments, A California Joint Powers Authority (ABAG) irrevocably appointed ABAG Plan Corporation (“PLAN”) as its agent in connection with the provision of coverage under the Liability Risk Coverage Agreement as amended from time to time under the Agency Agreement dated June 2, 1986, and; B. WHEREAS, the Liability Risk Coverage Agreement sets forth the program established for the benefit of the members of PLAN and the purpose of establishing the PLAN and the need for the Agency Agreement, and; C. WHEREAS, Pursuant to Paragraph 2 of the Agency Agreement, ABAG irrevocably assigned and transferred to PLAN certain specified rights and duties in the Liability Risk Coverage Agreement, and; D. WHEREAS, under paragraph 3 of the Agency Agreement, ABAG reserved certain rights under the Agency Agreement, and; E. WHEREAS, Paragraph 3 of the Agency Agreement further provided that subject to a three-fourths (3/4) vote of the Board of Directors of PLAN relieving ABAG of such rights and duties, ABAG reserved to itself, including (i) The right to act as Trustee for, invest and disburse moneys of the Claims Payment Funds, (ii) administrative and clerical support for the day-to-day management of PLAN, (iii) internal accounting for PLAN, and (iv) promotional and educational activities, including provision for technical training programs (the Retained Rights and Duties”), and; F. WHEREAS on June 23, 2017, after conducting a formal recruitment under a request for proposals PLAN voted to accept the proposal for risk management and fiscal services from Bickmore and authorized the President of PLAN to execute a contract. The action further provided that ABAG would remain as fiscal agent during the transition period, and; G. WHEREAS, the Board of Directors has determined it is in the best interests of PLAN to exercise its rights under the Agency Agreement to relieve ABAG of the Retained Rights and Duties effective as set forth hereinbelow. NOW , THEREFORE, BE IT RESOLVED by a minimum three-fourths (3/4) vote that ABAG is relieved of (i) the right to act as Trustee for, invest and disburse moneys of the Claims Payment Funds, (ii) administrative and clerical support for the day-to-day management of PLAN, (iii) internal accounting for PLAN, and (iv) promotional and educational activities, // // // // // // // // // 80 including provision for loss control/safety and technical training programs, effective November 2, 2017. PASSED AND ADOPTED as Resolution of the ABAG PLAN Corporation at the Special Meeting held on the __th day of __________, 2017, by the following vote: AYES: NOES: ABSENT: ABSTAIN: _____________________________________ Marc L. Zafferano President and Chairman of the Board, ABAG PLAN Corporation ATTEST: ________________________________________ Heather McLaughlin Secretary, ABAG PLAN Corporation 81 1 JOINT POWERS AGREEMENT CREATING THE POOLED LIABILITY ASSURANCE NETWORK [PLAN] JOINT POWERS AUTHORITY adopted November , 2017 82 2 JOINT POWERS AGREEMENT TABLE OF CONTENTS ARTICLE I CREATION OF THE POOLED LIABILITY ASSURANCE NETWORK [PLAN] JOINT POWERS AUTHORITY 4 ARTICLE II PURPOSES 5 ARTICLE III DEFINITIONS 6 ARTICLE IV PARTIES TO AGREEMENT 6 ARTICLE V TERM OF AGREEMENT 6 ARTICLE VI POWERS OF THE AUTHORITY 6 ARTICLE VII MEMBERSHIP 7 ARTICLE VIII MEMBER ENTITY RESPONSIBILITIES 8 ARTICLE IX POWERS RESERVED TO THE MEMBERSHIP 8 ARTICLE X BOARD OF DIRECTORS 9 ARTICLE XI POWERS RESERVED TO THE BOARD 9 ARTICLE XII COMMITTEES 9 ARTICLE XIII BOARD AND COMMITTEE MEETINGS 9 ARTICLE XIV OFFICERS AND EMPLOYEES 10 ARTICLE XV ANNUAL AUDITS AND AUDIT REPORTS 10 ARTICLE XVI INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES 10 ARTICLE XVII SELF INDEMNIFICATION AMONG THE MEMBER ENTITIES 11 ARTICLE XVIII NEW MEMBERS 11 ARTICLE XIX WITHDRAWAL 12 83 3 ARTICLE XX EXPULSION 12 ARTICLE XX I TERMINATION AND DISTRIBUTION 12 ARTICLE XXII NOTICES 13 ARTICLE XXIII BINDING EFFECT OF BYLAWS AND OTHER GOVERNING DOCUMENTS 13 ARTICLE XXIV ENFORCEMENT 13 ARTICLE XXV PROHIBITION AGAINST ASSIGNMENT 13 ARTICLE XXVI AMENDMENTS 13 ARTICLE XXVII SEVERABILITY 14 84 4 POOLED LIABILITY ASSURANCE NETWORK [PLAN] JOINT POWERS AUTHORITY JOINT POWERS AGREEMENT This Agreement is made by and among the public entities listed in Appendix A (“Member Entities”), all of which are public entities organized and operating under the laws of the State of California and each of which is a local public entity as defined in California Government Code Section 989, as it may be amended from time to time. RECITALS I. The following state laws, among others, authorize the Member Entities to enter into the Pooled Liability Assurance Network Joint Powers Authority [PLAN] Joint Powers Agreement (“Agreement”): 1. Labor Code Section 3700 allowing a local public entity to fund its own workers’ compensation claims; 2. Government Code Sections 989 and 990 permitting a local public entity to insure itself against liability and other losses; 3. Government Code Section 990.4 permitting a local public entity to provide insurance and self-insurance in any desired combination; 4. Government Code Section 990.8 permitting two or more local public entities to enter into an agreement to jointly fund such expenditures under the authority of Government Code Sections 6500-6515; and 5. Government Code Sections 6500-6515 permitting two or more local public entities to jointly exercise under an agreement any power which is common to each of them. II. The governing board of each Member Entity has determined that it is in the Member Entity’s best interest and in the public interest that this Agreement be executed and that it shall participate as a member of the public entity created by this Agreement. Now, therefore, the Member Entities, by, between, and among themselves, in consideration of the mutual benefits, promises, and agreements set forth below, hereby agree as follows: ARTICLE I CREATION OF THE “POOLED LIABILITY ASSURANCE NETWORK [PLAN] JOINT POWERS AUTHORITY” 85 5 Pursuant to Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6500), the Member Entities create a public agency, separate and apart from the Member Entities, to be known as the “Pooled Liability Assurance Network [PLAN] Joint Powers Authority” (the “Authority”). Pursuant to Government Code Section 6508.1, the debts, liabilities, and obligations of this Authority shall not constitute debts, liabilities, or obligations of the Member Entities. ARTICLE II PURPOSES This Agreement is entered into by Member Entities under California Government Code Sections 990, 990.4, 990.8, and 6500, et. seq. and Labor Code Section 3700 in order to do one or more of the following: 1. Develop effective risk management programs to reduce the amount and frequency of losses; 2. Share the risk of self-insured losses; 3. Jointly purchase insurance either with or without any self-insured portion underlying the insurance, and administrative and other services including, but not limited to claims adjusting, data processing, risk management, loss prevention, accounting services, actuarial services, and legal services in connection with the Programs; 4. Provide administrative and other services including, but not limited to, claims adjusting, data processing, risk management, loss prevention, treasury, investment management, accounting services, audit, actuarial services, and legal services in connection with the various programs; 5. Assume the assets, liabilities and obligations of the ABAG PLAN CORPORATION (a California non-profit corporation), also known as Association of Bay Area Governments Pooled Liability Assurance Network on the basis of each Member Entity’s responsibilities under those previously binding documents, including the Memorandum of Coverage, and Risk Coverage Agreement, as amended to reflect the formation of this JPA and its policies and procedures; and These purposes shall be accomplished through the exercise of the powers of the Member Entities jointly in the creation and operation of the Authority. It is also the purpose of this Agreement to provide, to the extent permitted by law, procedures for the addition, at subsequent date, of public entities to become parties to this Agreement and members of the Authority, subject to Article XVIII, and to provide for the removal of Member 86 6 Entities for cause or upon request, subject to Articles XIX and XX. ARTICLE III DEFINITIONS In this Agreement unless the context otherwise requires: 1. Board or Board of Directors is the governing body of the Authority constituted as set forth in Article X of this Agreement; 2. Governing Documents include this Agreement, the Bylaws of the Authority, and any other document identified as a Governing Document in the Bylaws. 3. Member Entity includes each public agency which is a party to this Agreement. 4. Program is the specific method used to provide coverage for a risk, scope, type, or area of insurance services, including, without limitation, the funding of loss reserves, where applicable, as prescribed in a Governing Document for a specific type of coverage, and may encompass such specific areas as general liability (including errors and omissions), property, automobile, workers’ compensation, or employee benefits. ARTICLE IV PARTIES TO THE AGREEMENT Each Member Entity certifies that it intends to and does contract with every other Member Entity who is a signatory to this Agreement and, in addition, with such other Member Entity as may later be added as a Member Entity under Article XVIII. Each Member Entity also certifies that the deletion of any Member Entity from this Agreement does not affect this Agreement nor each Member Entity’s intent to contract with the Member Entities then remaining. ARTICLE V TERM OF AGREEMENT This Agreement will become effective as of January 1, 2018 and continues in full force until terminated in accordance with Article XXI. ARTICLE VI POWERS OF THE AUTHORITY 87 7 The Authority, through its Board of Directors, is authorized, in its own name, to do all acts necessary to fulfill the purposes of this Agreement referred to in Article II including, but not limited to, each of the following: 1. Make and enter into contracts, including but not limited to revision to the Risk Coverage Agreement and Memorandum of Coverage; 2. Incur debts, liabilities, and obligations; but no debt, liability, or obligation of the Authority is a debt, liability, or obligation of a Member Entity; 3. Acquire, hold, or dispose of real and personal property; 4. Receive contributions and donations of property, funds, services, and other forms of assistance from any source; 5. Sue and be sued in its own name; 6. Employ agents and employees; 7. Acquire, construct, manage, and maintain buildings; 8. Lease real or personal property, including that of a Member Entity; 9. Receive, collect, invest, and disburse monies; 10. Issue revenue bonds or other forms of indebtedness, as provided under Government Code Sections 6500, et. seq.; and 11. Carry out other duties as required to accomplish other responsibilities as set forth in this Agreement. 12. Hire attorneys, accountants, auditors and other professionals. These powers shall be exercised in the manner provided by applicable law and as expressly set forth in this Agreement. ARTICLE VII MEMBERSHIP Membership shall be restricted to public agencies located within the State of California as set forth in the Bylaws. Upon a Member Entity organization or re-organization, including dissolution, merger, or 88 8 consolidation, which results in extinguishment or dissolution of the legal existence of a Member Entity, the rights, obligations, and liabilities of such Member Entity under this Agreement, the Bylaws, or other Governing Documents or resolutions of the Board shall be the rights, obligations, and liabilities of the successor public entity. ARTICLE VIII MEMBER ENTITY RESPONSIBILITIES Each Member Entity has the obligations and responsibilities set forth in the Governing Documents as defined in the Bylaws and any resolution of the Board of Directors. Such responsibilities and obligations may include, but are not limited to, the following: 1. Cooperate with the Authority in determining the cause of losses and in the settlement of claims; 2. Pay all premiums, assessments, penalties, interest, and other charges promptly to the Authority when due; 3. Provide the Authority with statistical and loss experience, data, and other information as may be necessary; 4. Cooperate with and assist the Authority and any insurer, claims adjuster, or legal counsel retained by the Authority in matters relating to this Agreement, the Authority Bylaws, any other Governing Documents, and policies and procedures adopted by the Board; 5. Except for any new Member Entities as allowed for in Article XVIII, agree the Authority will assume the assets, liabilities and obligations of ABAG PLAN CORPORATION (a California non-profit corporation) also known as the Association of Bay Area Governments Pooled Liability Assurance Network, on the basis of its documents, including but not limited to the Memorandum of Coverage, and Risk Coverage Agreement, as amended to reflect the formation of this JPA and its policies and procedures; and ARTICLE IX POWERS RESERVED TO THE MEMBERSHIP The Member Entities retain the following powers: 1. The designation of the Board of Directors as specified in Article X; and 2. Approval of amendments to this Agreement as specified in Article XXVI. 89 9 ARTICLE X BOARD OF DIRECTORS There shall be a Board of Directors to govern the affairs of the Authority. The Board shall be comprised of one director, and one alternate director, from each Member Entity who shall have the authority to bind the Member Entity on any and all matters relating to the business of the Authority. Each director has one vote. Each director shall be appointed by the governing body of the Member Entity. The alternate director shall be appointed by and serve at the pleasure of the Member Entity. The alternate director may cast a vote as a member of the Board of Directors only in the absence of the director. ARTICLE XI POWERS RESERVED TO THE BOARD The powers of the Board are the powers of the Authority not specifically reserved to the Member Entities by this Agreement. The Board has authority to delegate its powers and authority. However, the Board shall retain unto itself the power to change the Bylaws, to expel a member by a two-thirds vote, and to establish a Program. ARTICLE XII COMMITTEES EXECUTIVE COMMITTEE The Board may create an Executive Committee comprised of members of the Board and delegate one or more of its powers to the Executive Committee except those powers not delegable. An appointment to the Executive Committee, if any, is by an election of the Board of Directors. OTHER COMMITTEES Other committees may be created by, or in accordance with, the procedures described in the Bylaws. ARTICLE XIII BOARD AND COMMITTEE MEETINGS The Board shall hold at least one regular meeting each year. The Board shall fix the date, hour, and place at which each regular meeting is to be held. A special meeting may be called upon written request by the President or at least one-third of the Board members. 90 10 Each regular, adjourned regular and special meeting of the Board, the Executive Committee, or any other Standing Committee shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act (Section 54950 et. seq. of the Government Code). The Secretary shall keep or have kept minutes of each regular or special meeting of the Board and any Committee. As soon as possible after each meeting, the Secretary shall have a copy of those minutes forwarded to each member of the Board. No business may be transacted by the Board or a Committee without a quorum of members being present. A quorum consists of a majority of the members. ARTICLE XIV OFFICERS AND EMPLOYEES The Officers of the Authority are the President, Vice President, Administrator, Secretary, Treasurer, and others as may be declared in the Bylaws or resolution of the Board. The Officers are elected or appointed in accordance with the procedures described in the Bylaws. The Officers shall have the authorities and responsibilities as defined in the Bylaws. The Board may appoint such officers and employees and may contract with such persons or firms as it considers necessary to carry out the purposes of this Agreement. Any Member Entity which provides or performs assigned duties pursuant to this Article may be reimbursed by the Authority for services rendered on the Authority's behalf. ARTICLE XV ANNUAL AUDITS AND AUDIT REPORTS The Treasurer shall cause an annual financial audit to be made by an independent Certified Public Accountant with respect to all Authority receipts, disbursements, other transactions and entries into the books. A report of the financial audit shall be filed as a public record with each Member Entity. The audit shall be conducted in accordance with Government Code Section 6505 and filed with the County Auditor or others as required by the laws of California. The Authority shall pay the cost of the financial audit and charge the cost against the Member Entities in the same manner as other administrative costs. ARTICLE XVI INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES The members of the Board of Directors and the officers and employees of the Authority shall 91 11 act in good faith and in the best interests of the Authority in the performance of their duties hereunder. The members of the Board of Directors and the officers and employees of the Authority shall be liable for any act or omission within the scope of their office or employment by the Authority as a public entity only in the event that they act or fail to act because of actual fraud, corruption, or actual malice or willfully fail or refuse to conduct the defense of a claim or action in good faith or to reasonably cooperate in good faith in the defense conducted by the Authority. No member of the Board shall be liable for any action taken or omitted by any other member of the Board. No member of the Board, officer, or employee shall be required to deposit premium on a bond or other security to guarantee the faithful performance of his or her duties hereunder, although the Authority may provide such bonds. Funds of the Authority shall be used to defend and to indemnify members of the Board, officers, and employees of the Authority for any act or omission pursuant to the provisions of Government Code Sections 910 to 996.6. The Authority may purchase insurance to provide coverage for acts or omissions of directors, officers, and employees. The Authority shall indemnify, protect, defend, and hold harmless each and all of the Member Entities, and their officers and employees, for and from any and all liability, claims, causes of action, damages, losses, judgments, costs, or expenses (including attorney's fees) resulting from an injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement by the Authority, by one or more of the Member Entities, or any of their officers, employees, agents, or independent contractors. This indemnification provision is intended to supplant and supersede the pro rata right of contribution formula set forth in Government Code Section 895.6. ARTICLE XVII SELF-INDEMNIFICATION AMONG THE MEMBER ENTITIES Section 895.2 of the California Government Code imposes certain tort liability jointly upon entities solely by reason of such entities being parties to an agreement as defined in Section 895 of said Code. Therefore, the Member Entities hereto, as between themselves, pursuant to the authorization contained in Sections 895.4 and 895.6 of the California Government Code, each assumes the full liability imposed upon it for any of its officers, agents, or employees by law for injuries caused by a negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve this purpose, each Member Entity indemnifies and holds harmless all other Member Entities for any loss, cost, or expense that may be imposed upon such other Member Entities solely by virtue of Section 895.2 of the California Code. ARTICLE XVIII NEW MEMBERS A public agency may be admitted as a Member Entity only upon a two-thirds vote of the Board of Directors. The application of any Member Entity to participate in any Program shall be determined under the Program’s Governing Documents. Notwithstanding the above, members of 92 ABAG Plan Corporation in good standing as of July 1, 2017 shall be automatically admitted upon adoption of a resolution by its governing body authorizing the execution of this Joint Powers Agreement, provided that said action occurs by June 30, 2018. Each applicant for membership shall pay all fees and expenses set by the Board. ARTICLE XIX WITHDRAWAL A Member Entity may withdraw from the Authority only at the end of a fiscal year, provided it has given the Authority at least six months written notice of its intent to withdraw. A notice of intent to withdraw shall be final and irrevocable upon its receipt by the Authority unless the Board authorizes it to be rescinded by the Member Entity. A Member Entity joining after June 30, 2018 may only withdraw from the Authority after three (3) consecutive fiscal years following commencement of membership. The withdrawal of a Member Entity from membership in the Authority shall not terminate its responsibility, as defined by any of the Governing Documents of the Authority, to contribute its share of premiums or funds to any fund or coverage program created by the Authority in which the withdrawing Member Entity has participated. ARTICLE XX EXPULSION The Authority may expel a Member Entity from membership in the Authority by a two-thirds vote of the Board of Directors for a breach of any of the Governing Documents determined by the Board to be a material breach. Such expulsion shall automatically, and simultaneously, terminate the Member Entity's participation in any and all Programs in which it may be a Program participant. The procedure for hearing and notice of expulsion of a Member Entity shall be as provided in the Authority Bylaws. The expulsion procedures from any Program shall be defined in the Governing Documents for that Program. The expulsion of a Member Entity from membership in the Authority shall not terminate its responsibility, as defined by any of the Governing Documents of the Authority, to contribute its share of premiums or funds to any fund or coverage Program created by the Authority in which the expelled Member Entity has participated. ARTICLE XXI TERMINATION AND DISTRIBUTION This Agreement may be terminated by the written consent of two-thirds of the Member 12 93 Entities. However, this Agreement and the Authority shall continue to exist after termination for the purpose of disposing of all claims, debts and other obligations, distribution of assets, and all other functions necessary to conclude the obligations and affairs of the Authority. Upon termination of this Agreement, after disposition of all claims debts and other obligations, the remaining assets of the Authority shall be distributed and apportioned among the Member Entities that have been participants in its Programs, including those Member Entities which previously withdrew or were expelled pursuant to Articles XIX and XX of this Agreement, as provided in the Authority Bylaws. ARTICLE XXII NOTICES Notice to each Member Entity under this Agreement is sufficient if mailed to its respective address on file with the Authority. ARTICLE XXIII BINDING EFFECT OF BYLAWS AND OTHER GOVERNING DOCUMENTS Each party to this Agreement by its execution agrees to be bound by and to comply with all of the terms and conditions of the Governing Documents, and any Resolution adopted by the Board of Directors as they now exist or may hereafter be adopted or amended. ARTICLE XXIV ENFORCEMENT The Authority is hereby granted authority to enforce this Agreement. In the event action is instituted by the Authority to enforce any term of any of the Governing Documents of any Program or otherwise against any Member Entity, the prevailing party shall be entitled to reasonable attorney fees and costs incurred because of said action, in addition to other appropriate relief. ARTICLE XXV PROHIBITION AGAINST ASSIGNMENT No Member Entity may assign a right, claim, or interest it may have under this Agreement. No creditor, assignee, or third-party beneficiary of a Member Entity has a right, claim, or title to any part, share, interest, fund, premium, or asset of the Authority. ARTICLE XXVI AMENDMENTS 13 94 14 This Agreement may be amended if at least 2/3rds of the total Member Entities vote in favor of the amendment. A proposed amendment must be submitted to each Member Entity at least thirty (30) days prior to the date the amendment is considered by the Authority. An amendment will be effective immediately unless otherwise specified. Appendix A to the Agreement may be amended to correctly list current Member Entities without separate action by the Member Entities or the Board. ARTICLE XXVII SEVERABILITY If a portion, term, condition, or provision of this Agreement is determined by a court to be illegal or in conflict with a law of the State of California, or is otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions, and provisions is not affected. 95 15 In witness whereof, the following parties have each executed this Agreement as amended on the dates set forth below and acknowledge their membership in the Authority: Entity: Date: Title: 96 APPENDIX A MEMBER ENTITIES City of American Canyon Town of Atherton City of Benicia City of Burlingame City of Campbell Town of Colma City of Cupertino City of Dublin City of East Palo Alto City of Foster City City of Half Moon Bay Town of Hillsborough Town of Los Altos Hills Town of Los Gatos City of Millbrae City of Milpitas City of Morgan Hill City of Newark City of Pacifica Town of Portola Valley Town of Ross City of San Bruno City of San Carlos City of Saratoga City of South San Francisco City of Suisun City Town of Tiburon Town of Woodside 97 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-2862 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:7/26/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Authorize the City Manager to execute an agreement with Active Network, LLC for recreation management software Sponsors: Indexes: Code sections: Attachments:Staff Report A - Product and Services Agreement Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Authorize the City Manager to execute an agreement with Active Network, LLC for recreation management software Authorize the City Manager to execute a five-year Product and Services Agreement with Active Network, LLC, in the amount of $1,058,754 for enterprise recreation management software implementation, hardware, and subscription (Attachment A). Authorize the City Manager to negotiate and execute contract extensions at the end of the initial five-year contract period for one two-year term CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™98 INNOVATION & TECHNOLOGY DEPARTMENT CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-1333 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: November 21, 2017 Subject Authorize the City Manager to execute an agreement with Active Network, LLC for recreation management software. Recommended Action Authorize the City Manager to execute a five-year Product and Services Agreement with Active Network, LLC, in the amount of $1,058,754 for enterprise recreation management software implementation, hardware, and subscription (Attachment A). Authorize the City Manager to negotiate and execute contract extensions at the end of the initial five - year contract period for one two-year term. Description Staff recommends entering into the agreement for ACTIVE Net recreation management software from Active Network, LLC for software licensing, maintenance, technical support, cloud hosting, implementation services, and hardware. The proposed web- based software will allow the Recreation & Community Services Department to provide online and in-person transactions for activity registration, membership management, facility reservations, and point of sale services. Discussion Background A Recreation Management System is a key part of the Recreation and Community Service Department’s ability to provide quality services. The software currently in use (CLASS) at Quinlan Community Center, the Senior Center, and Blackberry Farm is scheduled to be phased out by the vendor, Active Network. Separate software systems are in use at the Sports Center and Blackberry Golf Course. In 2015, the City Council authorized staff to negotiate and execute a contract for recreation software and allocated funding for the project. Funding for that project is recommended to be reallocated to the ACTIVE Net implementation. Market Scan and Research In mid-2017, the City determined the need to procure a well-established, reliable, and stable recreation management software that would meet the City’s business needs and 99 could be implemented in a reasonable time frame. City staff began evaluating options and conducted a preliminary market scan of recreation management software solutions. A high level assessment of seven identified vendors’ market reach and software solutions was completed. Staff also identified the software currently in use by peer recreation agencies in the City’s immediate market area of Santa Clara County. This preliminary analysis yielded two vendors with extensive recreation agency experience, expansive market share and reach, and modules that meet the majority of the City’s business needs: Active Network’s ACTIVE Net and Vermont Systems’ RecTrac. To assess these two products, staff contacted seven recreation agencies using the products. Agencies were asked about their experience with the vendor and software including functionality, implementation, and support. The following citie s were contacted: San Jose, Campbell, Mountain View, San Mateo, Santa Cruz, and Saratoga, as well as the Bend Park and Recreation District. Both vendors were found to offer solid products that would meet the majority of the City’s business needs. A major differentiating factor was length of time each product has been on the market and a related record of performance. Active Network’s current web-based product, ACTIVE Net, has been in use at recreation agencies for 15 years and is currently in use by over 1,300 organizations. Vermont Systems’ web-based solution, RecTrac 3.1, was first implemented in the past few years and is not yet as widely in use. Based on the City’s goals and business needs, staff recommended proceeding with an upgrade to ACTIVE Net. Product Assessment/Evaluation As ACTIVE Net is owned by the City’s current recreation software vendor, staff requested a proposal to upgrade from Active Network’s CLASS software to ACTIVE Net. Active Network submitted a proposal outlining ACTIVE Net functionalities, a project management approach for implementation, the Software as a Service model, and a competitive fee package. Active Network also led an on-site demonstration with 11 Recreation and Community Services and Innovation & Technology staff and answered questions about functionality and support. City staff conducted reference checks with four ACTIVE Net customers, using an extensive questionnaire to assess the agencies’ experience with functionality, performance, implementation, and ongoing maintenance and support. The agencies contacted included: the City and County of San Francisco, California; City of Boulder, Colorado; City of Santa Monica, California; and Carol Stream Park District, Illinois. Staff also conducted a site visit to view ACTIVE Net in a live production environment. Key Recreation and Community Services Department staff visited the City of Campbell to observe facility reservations, activity registration, point of sale, membership management, and reporting. 100 Informed by a market scan and research, Active Network’s proposed solution and on- site demonstration, reference checks, and a site visit, ACTIVE Net is recommended as the product that best meets the City’s business needs for a well-established, reliable, stable recreation management software. Proposed Solution ACTIVE Net is a fully hosted, Software-as-a-Service (SaaS) solution allowing City residents and staff to complete transactions from any computer with an internet connection. It supports an unlimited number of workstations, users, and concurrent users in the application as well as unlimited number of internet sessions for customers registering online. Active Network was founded in 1999 and is based in Dallas, Texas. The company’s technology solutions support more than 35,000 organizations and 100 million transactions annually. Demonstrated Software Functionality - ACTIVE Net includes automated program registration, facility reservations, membership management, point of sale, reporting, and customer relationship management. It includes the capacity for participant online access via mobile and desktop interfaces, integrated payment processing, and built-in communication tools such as targeted email and text messaging. ACTIVE Net is capable of supporting large, complex recreation agencies with high volumes of customer transactions, including San Jose, San Francisco, and the Chicago Park District. Staff determined that ACTIVE Net is able to support the majority of the City’s business needs around activity registration, facility reservatio ns, membership management, point of sale, reporting, and communications. There will be two operational areas not supported by the software: tee timing scheduling at Blackberry Farm Golf Course and point of sale transactions at the Blackberry Farm Café. Implementation Timeline and Format - If the agreement is executed as proposed, implementation launch would occur by April 2018, with a scheduled project plan to go live in October 2018. This implementation schedule accommodates Active Network’s lead time for scheduling and the most advantageous timing to align with Recreation & Community Services program and membership seasons. Data Centers & Security - The updated delivery model, SaaS, requires Active Network to be responsible for hosting the software and data. Active Network’s primary datacenter meets the Uptime Institute’s Tier IV (highest rating) datacenter standards and incorporates multiple, active power and cooling distribution paths, redundant fail-overs, providing a very high degree of fault tolerance; resulting in 99.995% application availability. Active Network holds the highest available PCI Compliance certification, a Level 1 Payment Processor Certification for all payment processing. 101 Marketing & Communication Tools - ACTIVE Net provides the capability to produce targeted email campaigns, social media integration, as well as a brochure export tool for efficient production of the quarterly recreation schedule. It also allows staff to quickly send an email alert to registered participants through the system. Strong Network of Like Users - Eight Santa Clara County cities use ACTIVE Net software. During the evaluation, staff connected with the cities of Campbell, Palo Alto, Mountain View, and San Jose concerning their experience with ACTIVE Net. The feedback from all cities was favorable. Additionally, key Cupertino Recreation & Community Services Department staff are familiar with the software from previous positions. Cost ACTIVE Net fees are based on a transaction-based model, the City is responsible to pay for only what is used and not tied to set licensing and maintenance fees. The transaction fees will cover the full cost of software usage, including: unlimited users, regular maintenance and upgrades, cloud hosting, and payment processing charges. This amount will vary based on transaction volume, payment types, and actual receipts , currently estimated at approximately $239,000 annually. This results in additional $17,614 annually over monies paid for the City’s current recreation applications (see Table 1). Additionally, the proposed agreement outlines a one-time cost of $102,754 for implementation, hardware, and discounted CLASS maintenance. TABLE 1 – Recreation Management Software Cost Item One-Time Annual Current Projected ACTIVE Net Implementation Professional Services $39,100 Travel $ 3,500 Hardware $48,000 CLASS Maintenance (Dec 2017-Nov 2018) $12,154 Maintenance/User/Payment Processing Fees $239,000* CLASS Software Maintenance/User Fees $ 23,000 Payment Processing Fees $150,000 CSI Software (Sports Center Memberships) Maintenance/User Fees $ 14,886 Payment Processing Fees $ 13,500 IT Hardware, Software, Staffing $ 20,000 Total $102,754 $221,386 $239,000* Net Annual Increase $ 17,614 *Estimated. Annual cost will vary based on transaction volume, payment types, and actual receipts. 102 The City’s maintenance contract with Active Network for the CLASS software is a year- to-year contract at an annual cost of $23,000. The annual maintenance rate was scheduled to increase in November 2017 to $69,000, an increase of 300%. Under the terms of the proposed agreement, CLASS maintenance costs will be waived from December 1, 2017 to May 30, 2018, and again after go-live. From June 1 to November 1, 2018, Active Network will charge the City a reduced fee of $12,154 for CLASS maintenance and support. The membership management software in use at the Cupertino Sports Center is through an agreement with CSI Software at an annual cost of $14,886. The current contract expires May 2019 and staff is negotiating an amendment to maintain support through the ACTIVE Net Go Live date. Sustainability Impact The ACTIVE Net software is anticipated to reduce the volume of paper currently used for customer transactions, conserving natural resources and reducing greenhouse gases generated during the production and disposal of paper. When possible, staff will leverage the improved software to email receipts and permits. Additionally, in time, more customers are anticipated to complete activity registration online further reducing vehicle travel and use of paper. Implementation of paperless office strategies like this one are prioritized in Cupertino’s Climate Action Plan (M-SW-1). Fiscal Impact Existing recreation software implementation funding is allocated in the Recreation & Community Services Department to fully fund the implementation of ACTIVE Net as outlined in the recommended agreement. As shown in Table 1, the annual net impact to the City is projected at $17,614 to migrate to ACTIVE Net. Budget actions will be brought forward at Mid-Year FY2018-2019 to align the budget with adjusted revenue and expenditures. _____________________________________ Prepared by: Mariah Dabel, Recreation Manager Reviewed by: Bill Mitchell, Chief Technology Officer Approved for Submission by: David Brandt, City Manager Attachments: A – Product and Services Agreement 103 Contract # 01210310 Version: 10/06/16 PRODUCT AND SERVICES AGREEMENT CLIENT INFORMATION ORGANIZATION FULL LEGAL NAME: City of Cupertino, a Municipal Corporation ADDRESS: 10300 Torre Avenue, Cupertino, CA 95014-3202 CONTACT NAME: Bill Mitchell TELEPHONE: EMAIL: BillM@cupertino.org OVERVIEW OF AGREEMENT This Agreement consists of this cover page, the Schedule, the General Terms, and the following Product Attachments: Recreation and Membership Management Product Attachment NOTE: If Client is tax exempt, certificate must be provided along with signed contract. In consideration of the mutual promises and covenants contained in this Agreement, Client and Active hereby agree to be bound by this Agreement. By signing below, Client acknowledges and confirms that it has read this Agreement. CLIENT ACTIVE NETWORK, LLC Signature: Signature: Name: Name: Title: Title: Date: Date: Active Network, LLC 717 N Harwood Street, Suite 2500, Dallas, TX 75201 Telephone: (469) 291-0300 104 Contract # 01210310 Version: 11/13/17 Page 1 of 5 General Terms Products and Services General Terms 1. AGREEMENT STRUCTURE AND SCOPE. 1.1. General Terms and Incorporation of Product Terms. This Agreement establishes the general terms and conditions to which the parties have agreed to in order to facilitate the licensing of Software and the provision of Products. Additional Product-specific terms and conditions are set forth in one or more documents referenced in the applicable Schedule, each of which is incorporated herein (each, a “Product Attachment”). All references to the “General Terms” mean this document, exclusive of Product Attachments and Schedules. 1.2. Incorporation of Schedules. The parties may enter into new Schedules from time to time. Each Schedule incorporates the terms of these General Terms and the applicable Product Attachment. 1.3. Incorporation of EULAs. Client’s use of any Third Party Products hereunder may be subject to, and Client will comply with, this Agreement and any applicable Third Party EULA(s). 1.4. Affiliates. Client’s Affiliates may order Products from Active (or one of Active’s Affiliates) by entering into a Schedule. In the event that a Client Affiliate enters into a Schedule with Active (or an Affiliate of Active), reference in this Agreement to “Client” and “Active” will mean the respective entity that accepts (as described in the Preamble) the applicable Schedule. Each such Schedule will be deemed to be a separate agreement. 2. FINANCIAL TERMS. 2.1. Fees; Payment Terms; Currency. Fees, currency, and payment terms are specified in the applicable Schedule. Unless otherwise specified in the Schedule, all amounts owed by Client that are not directly collected by Active are due from Client within 30 days from either (a) the end of the remittance cycle during which the fees accrued (if related to registrations or transaction processing), or (b) the date of the applicable invoice. In the event of any non-payment or delay in paying a fee, Client agrees to reimburse Active for any fees and expenses incurred in its collection efforts. Payment of fees is under no circumstances subject to or conditioned upon the delivery of future Products or functionality. Except as otherwise provided in a Schedule, after the Initial Term, Active may modify the fees once per calendar year upon 30 days’ notice, provided that any such increase will not exceed 8 % percent over the then-current fees.(For example: If the increase in fees is 5%, the calculation will be 5% x 4.25% = 0.21%. Therefore the new total percent of the fees would be 4.25% + 0.21% = 4.46%) In the event of verified overpayment or error in fees collected by Active, Active shall refund Client any overpayment within 30 days of verification. All fees to be charged are contained in the attached Schedule of Fees. 2.2. Taxes. The prices in this Agreement do not include Taxes. Client is responsible for and agrees to pay any and all Taxes. If Client is tax-exempt, Client will send Active a copy of its valid tax-exempt certificate (or, as applicable, its reseller’s certificate) prior to execution of any Schedule. Client is solely responsible for determining which, if any, Taxes apply to Client’s use of the Products and for collecting, remitting, and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if Active provides Client with tools that assist Client in doing so. In the event that a governmental authority requires Active to pay any Taxes attributable to Client’s use of the Products, Client agrees to defend, indemnify, and hold Active harmless from all such Taxes and all costs and expenses related thereto. 3. LIMITED RIGHTS AND OWNERSHIP; INDEMNIFICATION. 3.1. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Active and its licensors. Client acknowledges that: (a) all Protected Materials are licensed and not sold; (b) Client acquires only the right to use the Products in accordance with this Agreement, and Active and/or its licensors will retain sole and exclusive ownership of and all rights, title, and interests in the Products, including the following: (i) all Intellectual Property embodied or associated with the Products, (ii) all deliverables and work product associated with the Products, and (iii) all copies and derivative works thereof; and (c) the Products, including the source and object codes, logic, and structure, contain and constitute valuable trade secrets of Active and its licensors. 3.2. Restrictions. Unless otherwise set forth in a EULA, Product Attachment, or Schedule, Client will not itself, or through any Affiliate, employee, consultant, contractor, agent, or other third party: (a) sell, resell, distribute, host, lease, rent, license, or sublicense, in whole or in part, the Protected Materials; (b) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure, or other elements of the Products in whole or in part, for competitive purposes or otherwise; (c) allow access to, provide, divulge, or make available the Protected Materials to any user other than those who are licensed to have such access; (d) write or develop any derivative works based upon the Products; (e) modify, adapt, translate, or otherwise make any changes to the Products or any part thereof; (f) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a service bureau basis; (g) disclose or publish, without Active’s prior written consent, (i) performance or capacity statistics, or the results of any benchmark test performed on the Products, or (ii) the terms (but not the existence) of this Agreement or other valuable trade secrets of Active or its licensors; (h) without Active’s prior written consent, perform or disclose or cause to be performed or disclosed any information related to any security penetration or similar tests; (i) disclose or otherwise use or copy the Protected Materials except as expressly permitted herein; (j) remove from any Products identification, patent, copyright, trademark, or other notices or circumvent or disable any security devices ’ functionality or features; (k) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or Intellectual Property rights, title, or interests of Active in and to any Products; (l) use the Products for other than authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others; (m) take any steps to avoid or defeat the purpose of security measures associated with the Products, such as sharing of login and password information, or attempt to circumvent any use restrictions; or (n) except as expressly permitted by this Agreement, use the Protected Materials for hosting purposes. 3.3. Enforcement. Client will (a) ensure that all users of Products comply with the terms and conditions of this Agreement; (b) promptly notify Active of any actual or suspected violation thereof; and (c) cooperate with Active with respect to any investigation and enforcement of this Agreement. 3.4. Active Indemnification. Active shall indemnify, defend, and hold harmless Client and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the active negligent 105 Contract # 01210310 Version: 11/13/17 Page 2 of 5 General Terms performance of this Agreement by Active or Active’s employees, officers, officials, agents or independent contractors, except to the extent such liability arises as a result of the active negligence or tortious conduct of Client or of its agent. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Client’s choice, expert fees and all other costs and fees of litigation. 4. DISCLAIMERS AND LIMITATION OF LIABILITY. THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUCT ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND ACTIVE, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS. ACTIVE WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT, STATUTE, TORT, OR OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT ACTIVE HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE. FOR THE PURPOSES OF THIS SECTION 4 AND ANY INDEMNIFICATION PROTECTING ACTIVE UNDER THIS AGREEMENT, REFERENCE TO ACTIVE WILL ALSO INCLUDE ITS SUPPLIERS AND LICENSORS. 5. TERM AND TERMINATION. 5.1. Term. The term of this Agreement will be set forth in the applicable Product Attachment. 5.2. Termination. Either party may terminate this Agreement, including any or all Product Attachments and Schedules executed hereunder, immediately upon written notice: (a) in the event that the other party commits a non-remediable material breach of this Agreement and/or the applicable Product Attachment or Schedule, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach, except for breach of Section 2 of these General Terms which will have a 10 day cure period; or (b) in the event of institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against either party under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within 30 days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United States Bankruptcy Code. Where a party has the right to terminate this Agreement, such party may at its discretion either terminate the entire Agreement or the applicable Product Attachment or Schedule; provided however, that termination of a Product Attachment will automatically terminate all Schedules entered into pursuant to such Product Attachment. Product Attachments and Schedules that are not terminated will continue in full force and effect under the terms of these General Terms. Following termination of this Agreement or a Product Attachment (for whatever reason), if requested by Active, Client will certify that it has returned or destroyed all copies of the applicable Protected Materials and acknowledges that its rights to use the same are relinquished. Termination for any reason will not excuse Client’s obligation to pay in full any and all amounts due, nor will termination by Active result in a refund of fees paid, unless such fees were paid for services which were not provided. 6. GENERAL PROVISIONS. 6.1. U.S. Government Restricted Rights. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is Active Network, LLC or one of its Affiliates or subsidiaries. 6.2. Suspension. Active will be entitled to suspend any or all Services or deactivate Client’s account, including suspending its performance and obligation to remit payments hereunder, upon 30 days’ written notice to Client in the event Active reasonably believes that Client is in breach of this Agreement. Client will be entitled to suspend its performance and obligations to remit payments hereunder, upon 30 days’ written notice to Active in the event that Client reasonably believes that Active is in breach of this Agreement. 6.3. Force Majeure. Neither party will incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement, if and to the extent such delay or failure is caused, in whole or in part, by events, or occurrences, and without any negligence on the part of the party seeking protection under this subsection, including internet service provider or third party payment delays or failures, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions. Dates by which performance obligations are scheduled to be met will be extended for a time equal to the time lost due to the delay so caused. 6.4. Assignment. Active may assign this Agreement and any or all of its rights and obligations herein without Client’s approval, if the intended assignee is financially and technically capable of performing Active’s obligations under this Agreement. Except as provided in an applicable Product Attachment, Client may not assign or transfer this Agreement without the prior written consent of Active. 6.5. Export; Anti-Bribery. The Products may include encryption software or other encryption technologies that may be controlled for import, transfer, export, or other purposes under Export Laws. Client may not export, re-export, transfer, or re-transfer or assist or facilitate in any manner the export, re-export, transfer, or re-transfer of or provide access to any portion of the Products in violation of Export Laws, as determined by the laws under which Client operates, including: (a) if applicable, to any country on Canada’s Area Control List; (b) if applicable, to any country subject to U.N. Security Council embargo or action; (c) if applicable, contrary to Canada’s Export Control List Item 5505; (d) to countries subject to U.S. economic sanctions and embargoes; and (e) to persons or entities prohibited from receiving U.S. exports 106 Contract # 01210310 Version: 11/13/17 Page 3 of 5 General Terms or U.S.-origin items, including, to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List; the Bureau of Industry and Security's Denied Persons List, Entity List, or Unverified List; or the Department of State Debarred List. Client hereby represents and covenants that: (i) Client is eligible to access the Products under Export laws and all other applicable laws; and (ii) Client will import, export, re-export, transfer, or re- transfer the Products to, or use or access the Products in, any country or territory only in accordance with Export Laws and all other applicable laws. Furthermore, Client hereby represents and covenants that, in connection with its respective activities conducted under this Agreement, it will comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended, if applicable, the U.K. Bribery Act of 2010, as amended, and the Convention on Combating Bribery of Foreign Public Officials and has not and will not make or receive, directly or indirectly, any payments or gifts, or offers or promises of payments or gifts or things of value in exchange for anything that may arise out of this Agreement in a manner that would violate these laws and rules or any other applicable anti-corruption or anti-bribery laws or regulations. 6.6. Notices. Any notices required to be given under this Agreement will be in writing sent to the address on file with Active for Client or, in the case of Active, to the address set forth in Section 7 of these General Terms to the attention of Legal Department. Notices will be deemed received the next day if sent via overnight mail or courier with confirmation of receipt, or 3 days after deposited in the mail sent certified or registered. 6.7. Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. 6.8. Severability. If any part or provision of this Agreement is held to be unenforceable, illegal, or invalid by a court of competent jurisdiction for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the unenforceable, illegal, or invalid provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable, illegal, or invalid provision and this Agreement will be deemed amended accordingly. 6.9. Survival. The following provisions will survive any termination, cancellation, or expiration of this Agreement: Sections 1, 2, 3.2, 4, 5.2, 6, and 7 of these General Terms, and such other provisions that should reasonably survive termination, cancellation, or expiration hereof. 6.10. Amendments; No Waiver. No amendment or waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party against which it is sought to be enforced. 6.11. Entire Agreement. This Agreement constitutes the parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. No modification to this Agreement will be binding unless it is in writing and includes a signature by an authorized representative of each party. All pre-printed terms of any Client purchase order, business processing document, or on-line terms will have no effect. There have been no material representations or statements by any person or party to this Agreement as an inducement for a party hereto to accept this Agreement other than what is expressly set forth in writing herein. 6.12. No Third Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights o r benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party. Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to Active under this Agreement will apply equally to its licensors and suppliers, and the owner of the Third Party Products with respect to the Third Party Products, and such third parties are intended third party beneficiaries of this Agreement, with respect to the Third Party Products as applicable. 6.13. Governing Law and Venue. This Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. 6.14. Order of Precedence. To the extent any terms and conditions of these General Terms conflict with the terms and conditions of any Product Attachment, the provisions of the Product Attachment will control. To the extent any provision of these General Terms or any Product Attachment conflict with the provisions of a Third Party EULA for hardware Third Party EULA for hardware will control. In the event of a conflict between a Schedule and these General Terms or the applicable Product Attachment, the General Terms or the applicable Product Attachment (as applicable) will control, provided, however, that such standard variable terms such as price, quantity, license scope, payment terms, shipping instructions, and the like will be specified on each Schedule. 6.15. Interpretation. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. The headings and pronouns contained herein are for convenience and ease of reference only and will not affect the construction or interpretation of this Agreement. The word “including” in this Agreement means “including, without limitation.” All references to days mean calendar days. This Agreement will not be construed in favor of or against a party based on the author of the document. 6.16. Counterparts. These General Terms and each Product Attachment, Schedule, and any exhibits thereto may be executed in one or more counterparts, each of which will constitute an enforceable original of this Agreement, and the parties agree that pdf scanned copies of signatures will be as effective and binding as original signatures. 6.17. Remedies Cumulative; Injunctive Relief. All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Furthermore, in the event of a breach or threatened breach of the intellectual property obligations in this Agreement, Active, in addition to any and all other rights (at law or in equity) which may be available, will have the right of injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach, without the requirement of posting a bond. 6.18. Insurance. Active shall comply with all the Insurance Requirements, attached and incorporated here as Exhibit B. Active must provide satisfactory proof of insurance and maintain it for the duration of the Agreement or longer as required by Client. Client will not execute the Agreement until Client has 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. 107 Contract # 01210310 Version: 11/13/17 Page 4 of 5 General Terms Failure to comply with this provision may result in Client, at its sole discretion and without notice, purchasing insurance at Active’s expense, deducting the costs from Active’s compensation, or terminating the Agreement. 7. DEFINITIONS. “Active” means Active Network, LLC, with a principal place of business at 717 N. Harwood St., Suite 2500, Dallas, TX, 75201, together with its Affiliates. “Affiliates” of a designated corporation, company, partnership, or other entity means all entities which control, are controlled by, or are under common control with the named entity, whether directly or through one or more intermediaries. For purposes of this definition “controlled” and “control” mean ownership of more than 50% of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority. “Agreement” means these General Terms, together with all Product Attachments and Schedules accepted by the parties (as described in the Preamble). “Client” means the individual who accepts this Agreement (as described in the Preamble) and any business entity on behalf of which such individual accepts this Agreement. “Desktop Software” means each Active-developed and/or Active-owned software product in machine readable object code (not source code) that is installed on desktop(s) or server(s) controlled by Client, the Documentation for such product, and any Updates and Upgrades thereto. “Documentation” means the user instructions, release notes, manuals, or on-line help files in the form generally made available by Active, regarding the use of the applicable Software or Services, as updated by Active from time to time. “Effective Date” means the date that Client accepts this Agreement (as described in the Preamble). “Export Laws” means export control laws and regulations of the countries and/or territories in which Active operates or in which the Products are used, accessed, or from which the Products are provided. “Hardware” means computer hardware, equipment, and/or utilities supplied by Active pursuant to a Schedule. “Intellectual Property” means any and all intellectual property and proprietary rights (in whole or in part) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed, or recorded, including inventions, technology, patent rights (including patent applications, divisions, and disclosures), copyrights and all works of authorship (whether or not copyrightable), moral rights, trade secrets, trademarks and other indicators of source (and the goodwill associated therewith), service marks, trade dress, logos, methodologies, procedures, processes, know-how, tools, utilities, techniques, protocols, various concepts, ideas, methods, models, templates, software, source code, algorithms, tools, utilities, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, layouts, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which Active has created, acquired, or otherwise has rights in, and may, in connection with the Products or the performance of Services hereunder, create, employ, provide, modify, create, acquire, or otherwise obtain rights in, and in each case includes any derivative works, alterations, and other modifications using, incorporating, based on, or derived from the foregoing. “Maintenance Services ” means the provision of Updates and Upgrades related to the Software all as more particularly set out in the applicable Product Attachment and/or Schedule. “Preamble” means the first paragraph of these General Terms. “Products” means, collectively, SaaS, Desktop Software, Services, Hardware, and all other services, products, or materials provided by Active to Client under the terms of this Agreement. “Professional Services” means the implementation, site planning, configuration, integration, and deployment of the Software or SaaS, training, project management, and other consulting services. “Protected Materials” means Products, except for Hardware. “SaaS” means (a) the software as a service which is hosted by Active or its hosting providers and which is accessed by Client and its users via the internet; (b) Active’s web sites; and (c) associated services, as more fully described in the applicable Product Attachment. “Services” means, collectively, (a) Professional Services; (b) Maintenance Services; (c) Support Services; and (d) any other services set forth in a Schedule. “Schedule” means the document, schedule, quote, pricing form, web page, order form, or similar document and the terms and conditions contained therein “accepted” (as described in the Preamble) by the parties that describes order-specific information, such as a description of Products ordered, features, options, license details, and fees. “Software” means the SaaS and the Desktop Software, collectively. “Support Services” means the provision of technical assistance for Software or Hardware as further described in an applicable Product Attachment and/or Schedule. “Taxes” means any and all applicable taxes, including sales, use, excise, withholding, assessments, stamp, transfer, value-added, duties, tariffs, export charges, import charges, and other taxes or assessments (however designated) imposed by any foreign, federal, provincial, state, or local governmental authority upon or applicable to Products arising out of this Agreement, other than those based on Active’s net income. 108 Contract # 01210310 Version: 11/13/17 Page 5 of 5 General Terms “Third Party EULA” means the end user license agreement, if any, that accompanies the Third Party Products, which governs the use of or access by Client to the applicable Third Party Products. “Third Party Products” means those hardware, firmware and/or software products, including updates and enhancements thereto, if any, owned by third parties, together with all user manuals and other documents accompanying the delivery of the Third Party Products. “Updates” means bug fixes, patches, error corrections, minor releases, or modifications or revisions that enhance existing performance of the Software that are provided as part of Maintenance Services. Updates exclude Upgrades. “Upgrades” means a new Software release that contains major functionality enhancements or improvements; and which is designated by an incremental increase in the release number to the left of the decimal point (by way of example only, release 5.0 designates an Upgrade from release 4.x). Upgrades exclude new products, modules or functionality for which Active generally charges a separate fee. 109 Version: 11/13/17 Recreation and Membership Management Product Attachment This document is a “Product Attachment” as defined in the General Terms entered into by Client and Active and is subject to and incorporates by reference the provisions of the General Terms. This Product Attachment is effective as of the date it is “accepted” (in accordance with the Preamble to the General Terms). Any capitalized terms not defined herein have the meaning ascribed to them in the General Terms. 1. SERVICES. Active will provide Services related to events, camps, licenses, classes, tickets, contests, permits, facility/equipment use, transactions, sales, memberships, reservations, donations, and/or activities (together, “Events”), including without limitation access to its SaaS. Client agre es to cooperate with Active and to provide Active with certain information relating to Client’s organization as necessary for Active to provide the Services and SaaS. SaaS provided hereunder are deemed delivered when access is made available to Client. Client’s Advanced Package includes a Senior consulting services team and will be delivered by Active’s enterprise consulting team. This team represents Active’s most seasoned agents. Active commits for Client to have the same Lead Consultant throughout implementation barring any unexpected changes in staff availability due to leave of absences, resignations, etc. If there are changes in staff availability Active will replace your Lead Consultant with another Lead Consultant of equivalent work experience. Upon written request, Active will provide Client with the names and background of any Lead Consultant and any primary contacts between the Client and Active. 2. LICENSE TO INTELLECTUAL PROPERTY/PROMOTION. 2.1. Active hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Product Attachment (a) to use the SaaS for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with Client’s Event(s) solely in accordance with the Agreement and the Schedule, which for purposes hereof will include the support and maintenance handbook applicable to the Products, as may be updated from time to time, such handbook being available for review in the Client portal, and (b) to display, reproduce, distribute, and transmit in digital form Active’s name and logo solely for the purposes set forth in this Section 2. Client hereby grants to Active a limited license to use information provided by Client relating to Client’s organization and Event, which may include content regarding the Event, Client’s organization’s name, trademarks, service marks, and logo, in connection with the promotion of Client’s organization or Events and the Services that Active provides. 2.2. Client will make reasonable efforts to promote and encourage the use and availability of the SaaS in connection with the promotion of Events. During the term of this Product Attachment, Active will be the sole and exclusive provider of registration software and other services similar to the Software and Services provided to Client hereunder for all of Client’s Events for which registration begins during the term of this Product Attachment until the Event occurs. Client expressly understands and agrees that the exclusivity set forth in this Section 2.2 is consideration in exchange for the pricing and other benefits being provided to Client hereunder. 2.3. Intentionally Omitted. 2.4. Client will: (a) not use the SaaS to transmit, publish, or distribute any material or information: (i) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the SaaS; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (v) that contains a virus or malicious code; or (vi) that includes the private information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information which a reasonable person would consider private in nature; (b) not attempt to gain access to any systems or networks that connect to the Services and SaaS except for the express purpose of using the SaaS for their intended use; (c) not engage in any activity that interferes with or disrupts the SaaS; (d) not use the SaaS in violation of the CAN-SPAM Act, Canadian Anti-Spam Legislation, or any other applicable laws pertaining to unsolicited email, SMS, text messaging or other electronic communications. 3. INFORMATION COLLECTION. 3.1. End Users mean users who register for, sign up, or otherwise use the SaaS in connection with the Events . Active collects certain information from End Users (collectively, “Participant Information”). Client may login to Active’s data management system to access the Participant Information. Client is responsible for the security of its login information and for the use or misuse of such information. Client will immediately disable a user’s access who is using the SaaS on its behalf or notify Active in writing if any such user is no longer authorized or is using such information without Client’s consent. Active may rely, without independent verification, on such notice, and Client, inclusive of Client’s parent, subsidiaries, and affiliated entities, as applicable, and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives covenant not to sue and agree to defend, indemnify, and hold harmless Active from any claims arising from Active providing, denying, suspending, or modifying access to or use of the SaaS and Services of any individual as directed by Client or by someone who Active reasonably, under the circumstances, believes is authorized to act on behalf of Client. In the event of any dispute between two or more parties as to account ownership, Client agrees that Active will be the sole arbiter of such dispute in its sole discretion and that Active’s decision (which may include ter mination or suspension of any account subject to dispute) will be final and binding on all parties. Client agrees not to use the Software or Services to collect or elicit (a) any special categories of data, if applicable, (as defined in the European Union Data Protection Directive, as may be amended from time to time), including, but not limited to, data revealing racial or ethnic origin, political opinions, religious or other beliefs, trade-union membership, as well as personal data concerning health or sexual life or criminal convictions other than as expressly directed by Active, and in such event, only in pre-defined fields within the Software that are intended for that purpose; or (b) credit card information other than in pre-defined fields within the Software that are intended for that purpose. 3.2. Both parties agree to use the collected information in compliance with (a) all applicable laws, rules and regulations, including, without limitation, those governing privacy and personal information (e.g., by including, if applicable, an appropriate CAN-SPAM Act and Canadian Anti-Spam Legislation opt out mechanism in email communications) and the use of credit card data (e.g., using credit card information only for purposes authorized by the cardholder); (b) applicable credit card network rules and Payment Card Industry Data Security Standards; and (c) Active’s privacy policy, as published on its website or otherwise provided by Active from time to time. 110 Version: 11/13/17 3.3. Should the Client receive a request for information which was collected or disclosed in correlation with this Agreement under the California Public Records Act, Client will immediately notify Active to allow Active a reasonable opportunity to seek protective legal treatment for such confidential and/or proprietary information except as required under the California Public Records Act or other applicable law, rule, regulatory authority, regulation or legal process. 4. FEES. 4.1. Client will pay the fees as more fully described in the applicable Schedule. Unless otherwise set forth in the applicable Schedule, Active will charge registration fees to individuals who register for the Events or purchase goods or services online, and will process and collect such fees as a merchant of record according to the card networks. On a bi-weekly basis, unless otherwise set forth in the applicable Schedule, Active will pay Client sums due to Client based on the total fees collected, net of Active’s service fees as set forth in the applicable Schedule and any other deductions provided herein. The applicable currency wil l be set forth in the Schedule. 4.2. Active may suspend its performance hereunder, including remitting payments, or terminate the Agreement or this Product Attachment in the event it reasonably believes that Client’s use of the Services or SaaS is not in compliance with applicable law or the Agreement, is fraudulent, or is otherwise suspect, or if there is a dispute as to the legal authority of a Client-associated party to perform hereunder. Prior to suspension of performance, Active shall notify Client and give Client 24 hours to cure. If Active reasonably believes that a transaction may be fraudulent or otherwise contrary to law, Active may issue an invoice or offset an equivalent amount from Client’s account or any payment Active owes to Client and return the value to the End User (as set forth below) and if sufficient funds are not available, Client must reimburse Active on demand. Active will notify Client of the reason for such offset provided that it is lawful to do so. Client may suspend its performance hereunder after providing Active with a thirty day notice to cure, including remitting payments, or terminate the Agreement or this Product Attachment in the event it reasonably believes that Active’s use of the Services or SaaS is not in compliance with applicable law or the Agreement, is fraudulent, or is otherwise suspect, or if there is a dispute as to the legal authority of an Active-associated party to perform hereunder. 4.3. If the Schedule indicates that Client is paying on a subscription basis, Client will be invoiced for the first year of subscription fees upon the date of the first live operational use of the SaaS for the Event(s) (“Go-Live Date”), with subsequent annual subscription fees being invoiced upon each anniversary of the Go-Live Date. 4.4. If (a) there are any overdue amounts owed by Client; or (b) there are returned charges or items, including those resulting from any error or complaint related to an Event, Active has the right to charge fees owed to Active by Client by issuing an invoice, or by offsetting the deficiency from any account balance Client maintains with Active or any payment Active owes Client. 4.5. All fees described in the applicable Schedule are in consideration of the SaaS and Services that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agrees not to impose such a surcharge on any end user. 4.6. In the event Client is entering into this Product Attachment and using the Services and/or SaaS for the benefit of a third-party Event or organization (“Third Party Recipient”), Client agrees that Active can remit amounts directly to the Third Party Recipient identified by Client. In addition, Client will cause each Third Party Recipient to agree to and comply with provisions that are at least as protective of Active as Section 4 of the General Terms and Section 5 of this Product Attachment in Client’s agreement with such Third Party Recipient. Should Client fail to obtain such agreement to such provisions and the failure results in costs or damages to Active, Client agrees to defend, indemnify, and hold Active harmless from any such costs and damages, including, without limitation, reasona ble attorneys’ fees. In addition, Client is responsible and liable for each Third Party Recipient’s compliance with the terms and conditions of the Agreement. 4.7. It is Client’s responsibility to notify End Users of Client’s refund policy. Client must ensure that Client’s refund policies are consistent with the Agreement. Client agrees that all fees for a given Event are earned by Client only following either the conclusion or delivery of the applicable Event (as applicable) and all amounts ultimately due to Client will be net of all service fees, reversals, refunds, disputed charges, chargebacks and other deductions whether due to customer complaints, allegations of fraud, discrepancies related to the applicable Event or otherwise. No payments will be made to Client with respect to any Event that is cancelled. If payments have already been made by Active to Client for a cancelled Event or if Active reasonably determines that it is prudent or otherwise necessary to pay a refund to or honor a chargeback request from an End User, Active may issue an invoice or offset an equivalent amount from Client’s account or payment owed by Active to Client and return the value to the End User, and if sufficient funds are not available, Client must reimburse Active on demand. Active will notify Client of the reason for such offset provided that it is lawful to do so. 4.8. When Active is acting as the merchant of record and Client elects to include an additional fee in the End Users’ cart that is identified as a “sales tax” or similar designation, then, no more frequently than once per calendar year during the term of the Agreement, Active may, upon at least 5 business days’ prior written notice, (i) require Client to send to Active Client’s books and records related to its sales tax payments, and/or (ii) visit Client’s premises during Client’s normal business hours to review Client’s sales tax payments. 5. INDEMNIFICATION. Client will defend, indemnify, and hold Active harmless from and against any third party claim, demand, cause of action or proceedings (whether threatened, asserted, or filed) (“Claims”) against Active to the extent that such Claim is (a) based upon (i) injury or death to a person or damage to property resulting from the participation in an Event operated by Client in connection with the Services and/or SaaS; (ii) Client’s provision to Active of materials, products, or services as part of Client’s obligations hereunder that infringe the intellectual property rights of any third party provided that such materials , products, or services are used by Active in accordance with the Agreement; (iii) use or unauthorized disclosure of Participant Information by Client or other third parties to whom access is given to Participant Information as provided hereunder; (iv) Client’s use of the Services and/or SaaS in violation of Section 2.4 of this Product Attachment; (v) any claims for refunds, reversals or chargeback requests from End Users; or (b) brought by a Third Party Recipient or brought in connection with Active’s payment to a Third Party Recipient of any fees due hereunder in accordance with the Agreement. 111 Version: 11/13/17 6. TERM AND TERMINATION. 6.1. Unless otherwise set forth in the applicable Schedule, the initial term of this Product Attachment will be for 5 years from the Effective Date (the “Initial Term”) with the option to renew one two (2) year term thereafter (each, a “Renewal Term”), unless either party gives written notice to the other party to terminate this Product Attachment no less than 12 months prior to the expiration of the then-current term. Unless otherwise set forth in the applicable Schedule, to the extent that Client enters into a Schedule for additional Services and/or SaaS that are related to or interoperable with Services or SaaS set forth in a previously entered into Schedule, the term of such subsequent Schedule will be concurrent and coterminous with the term of the previously entered into Schedule. 6.2. If Client has entered into a sub-merchant agreement for payment processing services, and such agreement is terminated by the applicable acquiring bank, Active may terminate this Product Attachment and the effected Schedule. 6.3. Notwithstanding the termination or expiration of this Product Attachment or the Agreement under any circumstance other than in the event of Active’s material, uncured breach of the Agreement, the parties agree that Active will continue to be the exclusive provider of registration software and other services similar to the Services and SaaS for all of Client’s Events for which registration begins during the term of this Product Attachment, until the scheduled event occurs. 7. ASSIGNMENT. 7.1. Client may not resell, assign, or transfer any of its rights or obligations hereunder except as expressly provided herein, and any attempt to resell, assign, or transfer such rights or obligations without Active’s prior written approval will be null and void. 7.2. Client will cause each Schedule hereunder to be assigned to (a) the purchaser of all or substantially all of Client’s assets or equity securities or (b) to any successor by way of merger, consolidation, or other corporate reorganization of Client ((a) and (b) together, a “Change of Control”). 7.3. Client will provide written notice to Active of any proposed or completed Change of Control as soon as permissible and in any event within 5 days of the public announcement or close of the transaction, whichever occurs first. Within the 30 day period following such notice, Active will have the right to immediately terminate each applicable Schedule if Active determines, in its reasonable good faith discretion that the purchaser or assignee is a competitor of Active or a party with whom Active does not want to do business. Client agrees to require that the purchaser or assignee (as outlined in this Section 7 agree, in writing, to be bound by the terms and conditions of the Agreement and each applicable Schedule. 8. MISCELLANEOUS. 8.1. Sections 5, 6, and 8 of this Product Attachment and any fees owed by Client will survive any termination or expiration of the Agreement. 8.2. Intentionally left blank. 112 Company Address 717 North Harwood Street, Suite 2500 Dallas, Texas 75201 US Created Date 11/21/2017 Quote Number 01440456 Currency USD Prepared By Janette Onizuka Contact Name Bill Mitchell Email Janette.Onizuka@activenetwork.com Phone Email billm@cupertino.org Bill To Name City of Cupertino Bill To Contact Bill Mitchell Ship To Contact Bill Mitchell Bill To Address 10300 Torre Avenue Cupertino, CA 95014 Ship To Address 10300 Torre Avenue Cupertino, CA 95014 United States Transaction Fees Product Fee Fee % Product Description ACTIVE Net - Public Interface Fee Set up - absorbed by client ACTIVE Net - Staff Interface - Technology Fee 1.50% Migration Loyalty Rates for Initial term of contract of 5-years for organizations between $1,500,000 to $8,000,000 in annual revenue through ACTIVE Net. ACTIVE Net - Public Interface - Online Transaction Fee 4.25% Migration Loyalty Rates for Initial term of contract of 5-years for U.S. organizations between $1,500,000 to$8,000,000 in annual revenue through ACTIVE Net. ACTIVE Net - Staff Interface - Payment Processing Fee - Credit Card 2.75% Migration Loyalty Rates for Initial term of contract of 5-yearsfor U.S. organizations between $1,500,000 to $8,000,000 in annual revenue through ACTIVE Net and Canadian organizations exceeding $8,000,000 annual revenue. ACTIVE Net - Staff Interface - Payment Processing Fee - Electronic Cheque/Check Processing 0.50% ACTIVE Net - Support Advanced Package Support package for organizations migrating to ACTIVE Net. ACTIVE Net - (credit card refunds - flat fee) 0.10 The fees described herein are exclusive and not cumulative. For example a single transaction may not be charged more than 4.25% fee for credit card charge or a 2% fee for an Electronic Check Processing charge via the Staff Interface. These fees are the exclusive fees to be paid by Client and shall not be increased by any credit card company fees or charges for the Initial Term of the Agreement. 113 Product Product Type Product Description Quantity Sales Price Total Price ACTIVE Net - Functionality: Facility Reservation SaaS 1 ACTIVE Net - Functionality: Private Lessons SaaS 1 ACTIVE Net - Functionality: Activity Registration SaaS 1 ACTIVE Net - Functionality: Memberships SaaS 1 ACTIVE Net - Functionality: Daycare SaaS 1 ACTIVE Net - Functionality: Equipment Lending & POS SaaS 1 ACTIVE Net - Technical Services: Financial Export Service ACTIVE Net Technical Services: Financial Export consists of the following Services: remote configuration, testing & training 1 1,400.00 1,400.00 ACTIVE Net - Service Package: Brochure Export Service This service creates a brochure export with style tags for import into a publishing software (InDesign & XPress). Consists of the following Services: Remote configuration, testing, & training 1 1,400.00 1,400.00 ACTIVE Net - Primary Transportation (to be reimbursed based on actual cost incurred) Service Quoted prices for onsite services do not include the costs of transporting Active Network resources onsite. If onsite services are required, economy primary transportation costs for Airfare will be assessed and invoiced separately. Travel charges in excess of $500 must be preapproved by City in writing. 1 1 3,500.00 3,500.00 ACTIVE Net - Service Package Advanced 6 Service ACTIVE Net Service Package Advanced 6 consists of the following Services: • onsite business process review • remote functionality review & data collection preparation • remote data collection review • remote data entry (inventory and policy controls) • onsite & remote user testings • onsite & remote train the trainer training • remote Go Live preparation • remote hardware configuration • 1 day System optimization training provides the opportunity to review system configuration post Go Live and leverage user experience to enhance operations. The scope of Services is contained to the 6 functionalities listed below. 1. Facility Reservation 2. Private Lessons 3. Activity Registration 4. Memberships 5. Daycare 6. Equipment Lending & POS ** Refer to below for Services Payment Schedule for Advanced 6 package 1 32,100.00 32,100.00** 114 ACTIVE Net - Service Package: Insights Training Service Report training on ACTIVE Insights functionality and learning best practices. Performed remotely for max 5 participants. 1 1,400.00 1,400.00 ACTIVE Net - Technical Services: GIS Import Service ACTIVE Net Technical Services: GIS Import consists of the following Services: • remote configuration, testing & training 1 1,400.00 1,400.00 ACTIVE Net - ACH Remittance - "Daily" Every 72 Hours Service Daily remittances are processed by Active on non-holiday business days 72 hours after the transaction day. 1 ACTIVE Net - Service Package: Remote Refresher Service 1 day service to review system configurations and/or user functionality questions post Go Live 1 1,400.00 1,400.00 Class Maintenance Service Class Maintenance from Dec 1, 2017 to Nov 30, 2018. Any unused portion of Class Maintenance from date of go-live with ACTIVE Net will be credited back to Client. 1 12,153.44 12,153.44 ACTIVE Net - Certification Registration - Insights Service Insights Reporting Tool Certification Course. Addition al staff at additional cost of $600 per person 2 0.00 0.00 ACTIVE Net - Hardware Hardware Client will be purchasing up to $48,000 in hardware (actual hardware pieces TBD) 1 48,000.00 48,000.00 Service Total: USD 54,753.00 Total Price: USD 102,753.44 All fees described herein are in consideration of the Software and Services that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any End User. The payment options we offer may include MasterCard, Visa, American Express and Discover. If your order includes hardware, please note that all hardware orders have a 30-day return policy, and it is recommended that you inspect your purchases upon delivery. *Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice. 115 ** Services Payment Schedule Description Milestone Price Service Package Advanced 6 Upon Completion of on-site Business Process Review (Week 1) $8,025.00 Service Package Advanced 6 Upon Completion of the date of the last service meeting for Week 7: Data Sheet Review $8,025.00 Service Package Advanced 6 Upon Completion of the date of the last service meeting for Week 13: End User Testing $8,025.00 Service Package Advanced 6 Upon Completion of Go-Live (note: Going Live is equivalent to Acceptance) $8,025.00 ACTIVE Net-Service Package: Brochure Export Upon Completion of the date of the last service meeting for the Brochure Export $ 1,400.00 ACTIVE Net-Service Package: Insights Reports Training Upon Completion of the date of the last service meeting for the Insights Reports Training $ 1,400.00 ACTIVE Net-Technical Services: Financial Export Upon Completion of the date of the last service meeting for the Financial Export Testing $ 1,400.00 ACTIVE Net-Technical Services: GIS Import Upon Completion of the date of the last service meeting for the GIS Import Testing $ 1,400.00 ACTIVE Net-Service Package: Remote Refresher (1 Day) Go-Live Services Support Complete $1,400.00 Quote Acceptance Information Signature: Printed Name: Title: Date: PO# (if applicable): 116 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Workers' Compensation: Statutory coverage as required by the State of California and Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. General Liability: Commercial general liability coverage in the following minimum limits: Bodil y Injury: $1,000,000 each occurrence $1,000,000 aggregate - all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 117 If the Software Provider maintains broader coverage and /or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A VI or above. The Certificate of Insurance and coverage verification and all other notices related to cancellation or non-renewal shall be mailed to: City Clerk City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 118 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3237 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:11/8/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Application for Alcohol Beverage License for KVS Team (dba Koja Kitchen), 19700 Vallco Parkway, Suite 130 Sponsors: Indexes: Code sections: Attachments:Staff Report A - Application Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Application for Alcohol Beverage License for KVS Team (dba Koja Kitchen), 19700 Vallco Parkway, Suite 130 Recommend approval to the California Department of Alcoholic Beverage Control of the application for Alcohol Beverage License for KVS Team (dba Koja Kitchen), 19700 Vallco Parkway, Suite 130 CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™119 CITY COUNCIL STAFF REPORT Meeting: November 21, 2017 Subject Application for Alcoholic Beverage License for KVS Team (dba Koja Kitchen), 19700 Vallco Parkway, Suite 130. Recommended Action Recommend approval to the California Department of Alcoholic Beverage Control of the Application for Alcoholic Beverage License for KVS Team (dba Koja Kitchen), 19700 Vallco Parkway, Suite 130. Description Name of Business: KVS Team (dba Koja Kitchen) Location: 19700 Vallco Parkway, Suite 130 Type of Business: Restaurant Type of License: 41 – On-Sale Beer & Wine – Eating Place (Restaurant) Reason for Application: Annual Fees, Original Fees Discussion There are no zoning or use permit restrictions which would prohibit the sale of alcohol as proposed. Therefore, staff has no objection to the issuance of this license. License Type 41 authorizes the sale of beer and wine for consumption on or off the premises where sold. This business is located in Nineteen800 (formerly Rosebowl). Sustainability Impact None Fiscal Impact None _____________________________________ Prepared by: Jeffrey Tsumura, Assistant Planner, Planning Division Reviewed by: Benjamin Fu, Assistant Director of Community Development; Aarti Shrivastava, Assistant City Manager - Community Development and Strategic Planning Approved for Submission by: David Brandt, City Manager Attachment: A - Application COMMUNITY DEVELOPMENT DEPARTMENT CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3308 www.cupertino.org 120 121 122 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3316 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:11/14/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Authorize the City Manager to send letters opposing wireless legislation that infringes on the City's authority to manage publicly owned property and wireless facility placement. Sponsors: Indexes: Code sections: Attachments:Staff Report A - Draft Letter B - Design Rendering Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Authorize the City Manager to send letters opposing wireless legislation that infringes on the City's authority to manage publicly owned property and wireless facility placement. Authorize the City Manager to send letters to governmental representatives, committees and other appropriate groups and agencies regarding legislation that affects the City's authority to manage publicly owned property and wireless facility placement. CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™123 PUBLIC WORKS DEPARTMENT CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3354 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: November 21, 2017 Subject Authorize the City Manager to send letters opposing wireless legislation that infringes on the City’s authority to manage publicly owned property and wireless facility placement. Recommended Action Authorize the City Manager to send letters to governmental representatives, committees and other appropriate groups and agencies regarding legislation that affects the City’s authority to manage publicly owned property and wireless facility placement. Description The wireless telecommunications industry has made numerous attempts to pursue legislation that reduces local and state government’s ability to manage publicly owned property and wireless facility placement. The wireless industry’s last attempt to pass this type of legislation in California was through SB 649, which City Council officially opposed on June 6, 2017, and which was defeated in October of 2017 with a veto from Governor Brown. The wireless industry is making another attempt with a draft bill pending introduction for consideration before the United States Senate Commerce Committee. Discussion The City of Cupertino has taken considerable effort to work with the wireless telecommunications industry to establish agreements and policies for installation of small cell facilities on City owned street light poles, and to create an acceptable design to address aesthetic concerns (see Attachment B). The proposed legislation undermines much of the work and the policies that the City has worked to established. The proposed legislation is another attempt to preempt local and state authority by requiring local and state governments to make available property owned by the jurisdictional agencies for the installation of private “small cell facilities.” While the City may place “fair and reasonable terms and conditions” on the use of City property, the pending draft bill does not provide the City with the discretion to deny a “small cell 124 facility” to be located on City property. In effect, the draft bill gives control of public facilities to private telecommunications companies, while also inhibiting local government’s ability to lease or license publicly owned property. In order to respond to these attempts in a timely manner, staff is requesting the City Council provide the City Manager the authority to send letters to appropriate governmental representatives, committees, groups and agencies regarding legislation that affects the City’s authority to manage publicly owned property and wireless facility placement. Sustainability Impact No sustainability impact. Fiscal Impact Federal legislation could reduce future revenues from small cell facilities located on City owned streetlight poles. _____________________________________ Prepared by: Chad Mosley, City Engineer Approved for Submission by: David Brandt, City Manager Attachments: A - Draft Letter of Opposition to Federal Legislation Limiting Local Authority over Wireless Facilities B - Design Rendering of Proposed Small Cell Facility on City Owned Street Light 125 OFFICE OF THE CITY MANAGER CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3212 • FAX: (408) 777-3366 davidb@cupertino.org November 22, 2017 Senator Dianne Feinstein Senator Kamala Harris United States Senate United States Senate 331 Hart Office Building 112 Hart Office Building Washington, D.C. 20510 Washington, D.C. 20510 Dear Senators Feinstein and Harris, RE: City of Cupertino, California Opposition to Draft Bill Limiting Local Authority over Wireless Facilities The City of Cupertino has expended considerable effort in establishing agreements with several wireless communications providers, including Verizon, AT&T, Crown Castle and Mobilitie. These existing agreements create a consistent and fair playing field among the various providers, and possess reasonable terms that the pr oviders have found acceptable. The proposed legislation would erode these efforts and limits the City’s authority to manage these agreements, as well as manage publicly owned property and wireless facility placement. Further, it begins a dangerous trend of shifting authority of publicly owned land and facilities away from the general public and to privately owned, for -profit industry. The City of Cupertino is very interested in ensuring our residents, businesses and visitors have access to reliable wireless service. We are diligently working to install wireless facilities in the public right of way and on City owned street light poles . The draft bill interferes with Cupertino’s ability to manage its own property and its ability to receive appropriate compensation for its use. The City of Cupertino actively manages the rights of way to protect resident safety, preserve the character of their communities, and maintain the availability of the rights of way for current and future uses. By limiting the factors that we may consider in our land use decisions, the bill would limit our ability to adequately serve and protect our residents. The City of Cupertino thanks you for your service and requests that you carefully consider this legislation and the adverse effect it will have to local and state authority. 126 Sincerely, David Brandt, City Manager City of Cupertino cc: Meg Desmond, League of California Cities, mdesmond@cacities.org 127 Attachment B 128 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3207 Name: Status:Type:Consent Calendar Agenda Ready File created:In control:10/31/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Authorization of consultant services and budget for specific plan and environmental review of the Vallco Shopping District Special Area. Sponsors: Indexes: Code sections: Attachments:Staff Report A - Specific Plan Scope of Work and Cost Estimate B - Environmental Review Scope of Work and Cost Estimate C - Economics Consultant Scope of Work and Cost Estimate D - Letter from property owner Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Authorization of consultant services and budget for specific plan and environmental review of the Vallco Shopping District Special Area. Staff recommends that the City Council: 1. Authorize the City Manager to: a. Execute a consultant agreement with Opticos Design to provide services to the City for the preparation of a specific plan for the Council’s consideration, for an amount not to exceed $850,000 (Attachment A). b. Execute a consultant agreement with David J. Powers and Associates, Inc. to provide services to the City for the preparation of an Environmental Impact Reports (EIR) for the Council’s consideration, for an amount not to exceed $821,940. This amount includes services of transportation consultant Fehr and Peers, who will be a subconsultant under the David J. Powers and Associates, Inc. contract (Attachment B). c. Execute a consultant agreement with EPS to provide services to the City for economic impact analysis for an amount not to exceed $147,000 (Attachment C). d. Negotiate and execute additional future amendments to the agreements listed in Items 1a. - c. above, up to a total of $2,405,549, which includes the contract amounts listed above, 15% administrative fee on consultant contracts and a 15% contingency, to the extent that funds are appropriated for the amendments and the total expenditures are cost-recovered from the applicant. 2. Approve an increase to the Fiscal Year 2017-18 Planning and Community Development - Mid to Long Term Planning program budget of $2,405,549. CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™129 COMMUNITY DEVELOPMENT DEPARTMENT CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3308 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: November 21, 2017 Subject Authorization of consultant services and budget for specific plan and environmental review of the Vallco Shopping District Special Area. Recommended Action Staff recommends that the City Council: 1. Authorize the City Manager to: a. Execute a consultant agreement with Opticos Design to provide services to the City for the preparation of a specific plan for the Council’s consideration, for an amount not to exceed $850,000 (Attachment A). b. Execute a consultant agreement with David J. Powers and Associates, Inc. to provide services to the City for the preparation of an Environmental Impact Reports (EIR) for the Council’s consideration, for an amount not to e xceed $821,940. This amount includes services of transportation consultant Fehr and Peers, who will be a subconsultant under the David J. Powers and Associates, Inc. contract. (Attachment B). c. Execute a consultant agreement with EPS to provide services to the City for economic impact analysis for an amount not to exceed $147,000 (Attachment C). d. Negotiate and execute additional future amendments to the agreements listed in Items 1a. – c. above, up to a total of $2,405,549, which includes the contract amounts listed above, 15% administrative fee on consultant contracts and a 15% contingency, to the extent that funds are appropriated for the amendments and the total expenditures are cost-recovered from the applicant. 2. Approve an increase to the Fiscal Year 2017-18 Planning and Community Development – Mid to Long Term Planning program budget of $2,405,549. Background On December 4, 2014, the City Council amended the General Plan to adopt changes to the text, the land use map, and the vision for the Vallco Shopping District. The 130 amendments for the Vallco Shopping District envision the complete redevelopment of the Special Area into a vibrant mixed-use “town center” and a destination for shopping, dining and entertainment. The Council allocated the following mix of uses subject to preparation and approval of a Specific Plan: 1. Minimum of 600,000 sq.ft. of retail uses 2. 389 residential units in the Housing Element 3. Maximum of 2,000,000 sq.ft. of office In addition, the 2005 General Plan allowed 191 hotel rooms in the Vallco Mall Area which was continued in Community Vision 2105-2040 upon Council direction to keep the rest of the development allocation in the General Plan unchanged. Cupertino’s General Plan: Community Vision 2015-2040 requires that zoning and community form for the Vallco Shopping District Special Area be established through a specific plan, which would specify development parameters such as the pattern of land uses, design standards, guidelines and infrastructure improvements. On October 4, 2017, Reed Moulds, Managing Director of Sand Hill Property Company, submitted a letter to request that the City of Cupertino initiate a specific plan process for the Vallco Shopping District Special Area. The letter further requested a suspension of work on the previous project submitted for the site and stated that Sand Hill Property Company would not submit any new project design until adoption of a Specific Plan (Attachment D). Discussion A specific plan can clarify elements such as height limits, slope lines, preferred forms, patterns, connectivity and building placement, whether for residential, office, commercial, transit, parks, recreation and/or open space uses. Through a co-design process, dialogue, online tools and in-person design workshops, the community may influence the ultimate look and feel of the Vallco Shopping District Special Area. Residents, property owners, businesses and members of the Cupertino community would have opportunities to define expectations that are visually documented. The proposed timeline and work plan is outlined within Attachment A. Specific plans must be consistent with the adopted general plan, comply with CEQA and allow the community to create standards for the development in a collaborative and transparent process. A development agreement may also be included as part of the specific plan process. The adoption of a specific plan may be defined by development 131 agreements and vesting tentative maps. It should be noted that the specific plan process does not limit or preclude the City Council from considering other alternatives for the Vallco Shopping District Special Area, which may occur concurrently with the specific plan process. The specific plan process is designed to be nimble and adjust to new information received from the community and to present such information and alternatives to the City Council for final decision. In addition to the Specific Plan, the City must conduct appropriate environmental review in conformance with the California Environmental Quality Act (CEQA.) Execution of the consultant contract will enable the City to prepare adequate environmental documentation to enable the City Council to consider the adoption of a Specific Plan. The economics consultant will verify the economic feasibility and fiscal impacts to the City of various development options at the Vallco Shopping District Special Area. Fiscal Impact Contracts over $175,000 require City Council authorization. The contract costs and associated administrative costs exceed the current budget for the project by $2,405,549; therefore, the Planning and Community Development – Mid to Long Range program budget has to be increased by the difference. Cost associated with this contract, and any future amendments, will be 100% recovered. The City will receive a 15% fee for administrative overhead for managing the contract , which will result in a net positive fiscal impact of a minimum of $272,841. Expenditures and revenue are summarized in the spreadsheet as follows: _____________________________________ Prepared by: Catarina Kidd, Senior Planner Reviewed by: Piu Ghosh, Principal Planner Benjamin Fu, Assistant Director of Community Development Approved by: Aarti Shrivastava, Assistant City Manager 1. Specific Plan 850,000.00$ 2. EIR 821,940.00$ 3. Economics 147,000.00$ 4. Total contract amount 1,818,940.00$ 5. 15% administrative fee 272,841.00$ Item 4 + 5 above 2,091,781.00$ 15% contingency 313,767.15$ Total budget 2,405,548.15$ 132 David Brandt, City Manager Attachments: A. Specific Plan Scope of Work and Cost Estimate B. Environmental Impact Review Scope of Work and Cost Estimate C. Economics Consultant Scope of Work and Cost Estimate D. Letter from property owner, dated October 4, 2017 133 Work Plan, Schedule & Qualifications Vallco Specific Plan City of Cupertino Opticos Design, Inc. | November 14, 2017 T2 T1 T3 T4 T5 T6 Civic E R O UTE 66 E B U T L E R A V EN BEAVER STINTERSTATE 40S MILTON RDN LEROUX ST N P I N E C L I F F D R N SAN FRANCISCO ST W BIRCH AVE N T H O R P E R D N BON ITO ST W ASPEN AVE N S W I T Z E R C A N Y O N D R W CHERRY AVE S BABB ITT DRN AZTEC ST E D A V I D D R KNOLES DR N T U R Q U O I S E D R W B E A L R D N HUMPHREYS STS O ' LEARY STS SAN FRANC ISCO STS BEAVER ST W ELM AVE E C H E R R Y A V E W CLAY AVE E F R A N K L I N A V EN KENDRICK STN NAVAJO DRW ROUTE 66S LONE TREE RDN AGASSIZ STS LEROUX STN FORT VAL LEY RDN LOCUST ST W C O C O NI N O A V E W KAIBAB LN E S A W M I L L R D W F O R E S T A V E N PARK ST E B I R C H A V E W SANTA FE AVE E P O N D E R O S A P K W Y W P H O E N I X A V E W LO WER C OCONINO AVEN VERDE ST W R I O R D A N R D W D A L E A V E N B E R T R A N D S T N G E MINI D 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Y PAYTON WA Y W E L L E R Y A V E E F O R E S T A V E E H U T C H E S O N D RN MCMILLAN RD E J O H N S O N A V E S WALNUT ST PINON C T S PASEO DEL FLAG W W H I P P L E R D N APOLLO WAY E P A S E O D E L R I O TORM E Y A V E E PICCADILLY DR MOUNTAIN V I E W D R E C R E S T V I E W D RS W ILSON LN W W H I T I N G R D S KINGMAN ST E W O O D L A N D D R S B R A N N E N C I R N HEMLOCK WAY W C O L U M B U S A V E S SEVILLE LN N C H A R L E S R D N MANZANITA WAY S C A L L E R E P O S A N CLARK CIR E A S H U R S T A V E MCCREARY E SH ERWO O D L NN EVERGREEN DR SWITZER D R S MARICOPA STN OTTO DR W HOGAN D R N GEORGE STN CANYON TERRACE DRS REGENT STS GABEL ST W M O N T V A L E A V E S BUCKINGHAM LN N C I R C L E D RN LOMALAI LN E H U N T A V E E C A L L E C O N T E N T A S P IN NAC LE S T MCMULLEN CIR E O LI VI N E W A Y S GLOBE STN CONIFER RDN HILLSIDE ST E CA N YO N V I EW DR N C IR C L E V I EW D R HOSKINS A V E S N O E L L E L NS KENDRICK ST W M C M U L L E N C I R S LUMBER STS COLORADO ST E C H U R C H I L L D R E BARROW AVE E T U R N E Y D R N CLEAR VIEW DRN SUNSET DR W A N D E R S O N R D GREEN B RI A R L N E C O L U M B U S A V E S TRAIL OF THE WOODS E S T O N E RI D G E D R W C E D A R A V E E H A T C H E R D R W LAVA LN E T R E V O R W A Y E IVY LN BLOME D R N KUTCH DR N M AG M A W A Y N HILLTOP DR W BASALT LN E OLD CANYON CT E J AC O B W A Y W D E A N N A D R E R U S S W A YS CARRIAGE LN E MCCRACKEN ST E H E L E N W A Y E C H U B S W A Y E M A K A Y L A W A YS LONE TREE RDS BEAVER STN AZTEC STW ROUTE 66 0200' 400' 1 Acre¼ Acre Regulating Plan Flagstaff, Arizona October 9, 2009 © Copyright 2008 Opticos Design, Inc. 1285GilmanStreet Berkeley, CA 94706 510 - 558 - 6957 0200' 400' THINK SMALL …THINK BIG Local Economy • Promote Richmond’s Co-operative Initiative • Support existing local businesses • Encourage local entrepreneurs • Preserve existing employment centers • Create employment opportunities • Promote Equity Public Health • Provide a safe environment conducive to walking and biking for short trips • Increase access to fresh produce and healthy foods • Increase access to parks and open space • Promote urban agriculture • Improve air and water quality History and Culture • Reinforce the rich local history and culture of Richmond • Promote new venues for local artists • Support performing arts education • Use historic images as public art • Preserve historic WWII housing stock and heritage housing. Sustainability • Promote building designs that reflect local climate conditions • Protect natural resources and agriculture • Promote energy and water conservation • Promote energy efficiency • Incorporate sustainability features in public infrastructure Utilizing a Community’s Commercial Corridors as Catalysts for Revitalization and Rebranding Opticos Design, Inc. ~ 2100 Milvia St, Ste 125, Berkeley, CA 94704 ~ p: 510.558.6957 ~ f: 510.898.0801 ~ w: opticosdesign.com 134 In 2007, Opticos became a founding B Corporation, establishing a triple bottom line of social, economic, and environmental responsibility. 135 Opticos is top-notch! Great public process, good project management, quality deliverables, and going beyond the work program to provide what is needed for a successful outcome.” Scott M. DuivenSenior Planner, City of Petaluma “ Opticos Design, Inc. 3 Why Opticos? Pictured: Opticos is known as a national thought leader in areas such as Form-Based Coding and Missing Middle Housing. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attn: Aarti Shrivastava, Assistant City Manager RE: Vallco Specific Plan Aarti, We are pleased to submit a work plan, schedule, and qualifications for the Vallco Specific Plan. We understand the challenge at hand and have composed a stellar team to deliver a successful process. I am going to jump right in and explain why I feel our team is uniquely qualified to deliver success for this project: 1. Our design approach is thoughtful and fine-grained, like brain surgery. We often tell potential clients that we provide brain surgery while most of our competitors deliver general surgery in planning and urban design projects like this. It is clear to see that this project definitely needs the fine-grain level of a brain surgery to be successful. 2. We are not just doing form-based planning and coding, we are nationwide thought leaders on this subject. Here are some highlights (see spread later in this packet for a more robust overview): • We started writing Form-Based Codes 18 years ago and have completed or peer- reviewed over 60 codes • We are authors of the definitive book on Form-Based Coding • We were selected by Planetizen to teach several webinars on Form-Based Codes • In addition to our domestic work, we recently partnered with Prince Charles’ community foundation to write Gabon, Africa’s first development code • We regularly get calls from cities across the country (and world) for advice on their zoning and Form-Based Coding approach 3. We are the only firm on your list that has an even balance of municipal and developer clients, and a portfolio of urban design and architecture projects. Why does this matter? Because this project is going to need more than a future land use plan to get the community’s support. It will need a detailed design vision that clearly demonstrates what the benefit is to the surrounding community. We have tackled similar design projects for developers, such as the conversion of the multi-million square foot 136 4 Opticos Design, Inc. Above: A proposed mixed-use town center with high-quality, vibrant public spaces and amenities shopping mall in Forest Acres, South Carolina and various other mixed-use town center projects. 4. This team tackled a similar challenge at Pleasant Hill BART nearly 20 years ago and has worked together on many projects since then. Nearly 20 years ago, after the second project was shot down by the community, we were part of a team that was brought into the Pleasant Hill BART Transit Village to create a vision and build community consensus for the project area. This process was so contentious and toxic that we had to have armed guards at the first charrette process. Our team successfully navigated the challenges and now you can see the built results of that community-supported vision. This team was led by Bill Lennertz, whom we have included on our team to lead outreach and communication. 5. We are collaborators, and the project will be a priority. We bring an expertise to the table, but we are not full of ourselves. We know this process needs to be highly collaborative in working with the staff and major stakeholders. In addition, due to our small size, we are selective about working on projects that we know will have a large impact on a community and will serve as models for other communities to emulate. There is always a high level of principal participation to ensure only the highest caliber of work is provided. I would be happy to discuss this with you further and to answer any questions you have about our capabilities, team, or approach that is outlined in this document. Do not hesitate to email me at daniel.parolek@opticosdesign.com or call me on my cell phone at 510.367.3595. Best regards, Daniel Parolek, Founding Principal Opticos Design, Inc. 137 Opticos Design, Inc. 5 Opticos Design, Inc. 1 Work Plan and Schedule: Vallco Mall Specific Plan Cupertino, CA COST: Not to exceed $850,000 Task A: Finalize Project Schedule, Scope of Work and Budget Purpose: To work with City Staff and arrive at the final scope of work, schedule and budget. Deliverables from Opticos Team: § Final Scope of Work, Schedule and Budget Task B: Project Kick-Off and Review of Background Data Purpose: To initiate the project and establish a working knowledge of all relevant information. Deliverables from Opticos Team: § Facilitate project kickoff meeting, participate in Site Tour § Organization of Site Tour § Background Info and GIS Request Memo § Summary meeting notes from project kickoff meeting with City Staff § Community/Stakeholder Engagement Plan § Establish website and on-line engagement Task C: Initial Site Analysis, Background Studies, Stakeholder Outreach and Engagement Purpose: The following scope describes an accelerated collaborative project management and public involvement process resulting a feasible plan with community and stakeholder support. The Community’s vision for the Project Site will be developed in a dynamic and inclusive design environment consisting of two design charrettes that build on the progress and consensus of each charrette. Before starting Charrette 1, the Opticos team and the City’s subconsultants will prepare a set of coordinated analyses that provides a series of technical ‘MRIs’ for the project. This technical information will be used to understand the existing situation, establish a foundation of facts to build upon throughout the process, and begin communication with stakeholders and the community. Deliverables from Opticos Team: § Project Area Base Maps (draft and final) § Site Analysis Diagrams § Background Studies § Fiscal Analysis Memo (draft and final) 138 6 Opticos Design, Inc. Opticos Design, Inc. 2 § Existing Utility Infrastructure Memo (draft and final) § Existing Transportation Analysis Memo, including section on TNC and AV’s (draft and final) § Parking & Transportation Demand Management Analysis memo (draft and final) § Initial Public Workshop Presentations § Community/Stakeholder engagement activities. § Stakeholder interview notes Task D: Initial Site Programming Purpose: To work with City staff and the property owner as City decides is necessary to identifying the relevant range of design scenarios based on past efforts, General Plan direction, and any applicable state laws. Deliverables from Opticos Team: § Defined program parameters, with different approach scenarios for the project site § Attend 3-4 meetings with City and other stakeholders as determined by the City § Memo on the objectives and focus for Charrette 1 and/or public outreach generally Task E: Master Plan Visioning and Preferred Alternatives Development (5-day Community Design Charrette 1) Purpose: To develop feasible project design alternatives based on the scenarios developed in the In-house Working Session. The Opticos team will lead the charrette, engaging the community and stakeholders in the design process through a series of meetings or feedback loops over the 5-day Charrette. The charrette schedule will be designed specifically to promote broad community participation through a combination of multiple meeting and open studio times. Charrette 2 is described in Task G and will further develop the Charrette 1 direction after refinement in Task F. Deliverables from Opticos Team: § Facilitate 5-day Charrette 1 § Charrette 1 Outreach Materials (Flyer/Poster) § Charrette 1 Open House Materials (Boards/Presentations) § Charrette 1 Mid-Point “Pin-Up”/Open House § Future ROI and Fiscal Analysis § Wet infrastructure demand calculations for the charrette alternatives § Wet infrastructure required upgrades for the charrette alternatives § Stormwater runoff water-quality concepts for the charrette alternatives § Mobility plan for the charrette alternatives § Parking plan for the charrette alternatives § Daily posting of updates on project website throughout Charrette 1 § Facilitate gallery presentation to community at 3 points during Charrette § Charrette 1 Closing Presentation § Charrette 1 Summary Memo 139 Opticos Design, Inc. 7 Opticos Design, Inc. 3 § Facilitate one phone meeting with City Staff to discuss Charrette Summary Memo § The Opticos Team will work with City Staff daily to keep them informed of charrette activities, issues and progress. Task F: Preferred Alternative & Vision Refinement Purpose: To refine the work from Charrette 1 and the primary project features of the preferred alternative to understand what needs to be studied further in preparation for Charrette 2. Deliverables from Opticos Team: § Memo on direction for refinements § Facilitate meetings (up to 8) § Memo on resulting direction for Charrette 2 Task G: Finalize Vision for the Specific Plan (4.5-Day Design Charrette 2) Purpose: To work with the community on refining the results of Charrette 1 and the subsequent direction from the Planning Commission and City Council to further develop the preferred alternative through feedback loops. The 4.5-day, multi-disciplinary charrette will be facilitated by the Opticos Team to enable the City to engage the diverse community and stakeholders in the Project Site and generate the preferred alternative and its key features and details. Deliverables from Opticos Team: § Facilitate 4.5-day Charrette 2 § Charrette 2 Outreach Materials (Flyer/Poster) § Charrette 2 Open House Materials (Boards/Presentations) § Charrette 2 Mid-Point “Pin-Up”/Open House § Future ROI and Fiscal Analysis § Wet infrastructure demand calculations for the preferred alternative § Wet infrastructure required upgrades for the preferred alternative § Stormwater runoff water-quality concepts for the preferred alternative § Mobility plan for the preferred alternative § Parking plan for the preferred alternative § Daily posting of updates on project website throughout Charrette 2 § Facilitate gallery presentation to community at 3 points during Charrette § Charrette 2 Closing Presentation § Charrette 2 Summary Memo § Facilitate one phone meeting with City Staff to discuss Charrette Summary Memo § The Opticos Team will work with City Staff daily to keep them informed of charrette activities, issues and progress. 140 8 Opticos Design, Inc. Opticos Design, Inc. 4 Task H: Specific Plan Administrative Draft Preparation Purpose: To distill the community’s vision, direction and details into a compelling, user-friendly and concise Specific Plan document that guides decision-making and implementation. Deliverables from Opticos Team: § Approach Memo (draft and final) § Administrative Draft Specific Plan § Optional Task: Screencheck Public Review Draft Specific Plan § Facilitate 2 meetings with City Staff and 2 meetings with the Planning Commission § FBC training: up to four, 3-hour sessions Task I: Specific Plan Public Review Draft Preparation Purpose: Prepare the Specific Plan Review Draft Deliverables from Opticos Team: § Public Review Draft Specific Plan § Logistics and presentation materials for Planning Commission and City Council meetings § Facilitate Planning Commission and City Council hearings (2 total) § Electronic Files of the Specific Plan, upon completing subtask I.5. Task J: Project Management Deliverables from Opticos Team: § Brief meeting agenda/checklist with key discussion items noted and action items for weekly teleconferences or GoTo Meetings with City’s project manager § Provide City Staff with phone meeting call-in information § Preparation and distribution of bi-weekly project status reports to the City’s project manager 141 Opticos Design, Inc. 99 . Education • Master of Urban Design University of California, Berkeley • Bachelor of Architecture University of Notre Dame • Knight Fellow at the University of Miami Relevant Project Experience • Sonoma Boulevard Specific Plan, Vallejo, CA • Downtown Oakland Specific Plan, Oakland, CA • Midtown at Forest Acres, Forest Acres, SC • Norman City Center Plan, Norman, OK • Downtown MIxed-Use Master Plan, Benicia, CA • Downtown (TOD) Plan, Civic Center Design, and Form-Based Code, Mesa, AZ • Paso Robles Town Center Specific Plan, Paso Robles, CA • SMART Station Areas Master Plan, Petaluma, CA • Bayfront Master Plan and Form-Based Code, Hercules, CA Daniel Parolek, AIA Founding Principal Opticos Design, Inc. “The Middle Man” Daniel is an architect and urbanist who is passionate about working with cities and towns of all sizes around the world to create vibrant, urban visions that reinforce the unique character of a place and that support local economies. The thought leader is a regarded expert in Missing Middle Housing, which intelligently responds to the dramatic shift in demand for walkability, changing household demographics, and affordable housing options. (A recent Next City article referred to Daniel as “that guy” who coined the term.) Dan’s noteworthy Missing Middle projects include Santa Fe GreenWORKS Courtyard Housing, which received a CNU Charter Award Honorable Mention and a Green Builder magazine award, and a collection of mews townhouses in Daybreak, Utah, which reinvents the traditional townhouse floor plan by literally turning the plan on its side. Daniel is also at the forefront of rethinking the way we zone our communities to foster more compact, walkable, and vibrant places. In 2007, he co-authored the book Form- Based Codes, which describes and demonstrates a new way of regulating walkable places through building form over use. He is a founding board member of the Form- Based Codes Institute, an organization dedicated to reforming zoning to remove barriers for urban development, and a board member of TransForm, which promotes walkable communities with transportation choices to connect people of all incomes to opportunity. Daniel’s innovative zoning work has resulted in projects worldwide that have and continue to transform communities small and large. In 2013, as part of a larger sustainable growth strategy in partnership with the Prince’s Foundation for Building Community, he wrote the first development code for Gabon, Africa, which won APA’s 2016 Pierre L’Enfant International Planning Achievement Award. He also worked with the City of Cincinnati to create a citywide Form-Based Code and implement a Comprehensive Plan vision for the thriving re-urbanization of 42 neighborhoods. (The project won the 2014 CNU Charter Award Grand Prize.) Dan is currently collaborating with Austin, Texas on CodeNEXT, a large-scale effort to rewrite the city’s existing Land Development Code. His love of good design and great places comes from a childhood spent roaming the small town of Columbus, Nebraska, on his bike. As Founding Principal, Daniel has overseen the firm since its start in 2000. The Buzz Over the air and in print, Daniel Parolek is a sought-after thought leader and resource for the media. You can hear a recent podcast interview here: http:// insightadvertising.typepad.com/ insight_on_business/2016/12/ housing-trends-missing-middle- housing.html Faces of the Team 142 10 Opticos Design, Inc. Education • Master of Design Studies, Urban Development & Real Estate Graduate School of Design, Harvard University • Master of Architecture, S.P.A., New Delhi • Bachelor of Architecture, S.P.A., New Delhi Mitali Ganguly, AICP, LEED ND Associate Opticos Design, Inc. Through over 12 years of her professional career, Mitali has maintained a commitment to designing beautiful, context-sensitive spaces and places for people of all backgrounds and walks of life. For her, the key to urban design is process: understanding each context in depth in order to create elements that make a place unique. As a project manager, her roster of projects spans the micro and macro—from buildings to neighborhood plans to regional studies and strategies. The urbanist has built a reputation as a thought leader in small-scale Transit-Oriented Development, and she has focused recent research on changing demographic trends shaping the suburbs of today—and the future. When not putting pen to paper designing or shepherding around her kids, Mitali enjoys exploring new Bay Area neighborhoods on bike or on foot. She also is a frequent New Story volunteer, contributing to disaster relief efforts and supporting relocated communities. Relevant Projects • Concord Naval Weapons Station Reuse Master Plan, Concord, CA • Saltworks Plan, Redwood City, CA • Alameda Point Concept Master Plan, Alameda, CA *Projects prior to joining Opticos Education • B.S. Urban and Regional Planning Cal Poly Pomona Tony Perez Director of Form-Based Coding Opticos Design, Inc. With over 28 years of planning experience—12 as a public sector planner, and the past 16 years as a consulting professional writing Form-Based Codes—Tony is an expert at working with communities to establish and translate policy direction into clear and implementable development standards. His experience in the public and private sectors provides his clients with both sharp focus and broad perspective to ensure that the standards articulated are capable of implementing the policies and delivering the expected visions. Relevant Projects • Vallejo Citywide Code Update with Code Diagnosis, Vallejo, California • Sonoma Boulevard Specific Plan, Vallejo, California • Doheny Village Form-Based Code, Dana Point, California Education • Bachelor of Architecture, Magna Cum Laude, University of Notre Dame Karen Parolek Principal Opticos Design, Inc. Karen Parolek helped launch the field of information architecture and she applies her expertise in communication, usability, and information advocacy to her work at Opticos. Well-recognized for her work, she has spearheaded cutting-edge initiatives to create smarter and more sustainable corporations, spoken at national conferences, and consulted with international organizations. Her unique mix of skills in graphic design, information design, and architecture—combined with her aptitude for computers and engineering—lend themselves to her ability to make things easier to use, clearer to understand, and more accessible to everyone. Relevant Projects • Downtown Nashville Form-Based Code, Nashville, Tennessee • Downtown Mixed-Use Master Plan and Form-Based Code, Benicia, California • Waterfront Master Plan and Form-Based Code, Hercules, California Faces of the TeamFaces of the Team 143 Opticos Design, Inc. 11 Education • Master of Architecture in Urban Design, Harvard Graduate School of Design • Bachelor of Architecture, University of Cincinnati Professional Affiliations • American Planning Association • American Institute of Architects • Congress for the New Urbanism Bill Lennertz Consultant Collaborative Design + Innovation Bill Lennertz is a nationally respected city planner and urban designer who builds capacity for collaborative by design and transforms how people work together. He is a founder of the National Charrette Institute and the principal author and lead instructor of the renowned NCI Charrette System™, the first structured process for design-based collaborative planning. Through his curriculum development, teaching, publishing, and built work, Bill has developed a proven methodology that accelerates vision to implementation. His integrative approach solves complex problems by harnessing the talents and energies of all interested parties to co-create and support a successful outcome. Since co-founding the non-profit NCI in 2001, Bill has been a leader of the art and science of collaborative design for creating healthy communities. He has educated thousands of community planners, including top staff from national organizations. With NCI and throughout his career Bill has managed numerous built projects. At the end of 2016, Bill orchestrated the acquisition of NCI by Michigan State University. In doing so he transitioned from NCI Director to part-time faculty, remaining in Portland as a consultant with CDI. Relevant Projects • Memphis Fairgrounds Site Redevelopment, Memphis, TN • City Center Plan, Norman, OK • Arapahoe Square Neighborhood Plan, Denver, CO Bill Lennertz/Urban Interactive Collaboration: Memphis Fairgrounds Site Redevelopment Urban Interactive Studio and the National Charrette Institute (Bill Lennertz) recently supported the City of Memphis in engagement efforts related to the redevelopment of the iconic Fairgrounds site. The city set a high bar for public participation to ensure that all voices were heard in the process of identifying how the space should be used going forward. To provide opportunities for public comment, several consultant teams came together to share their respective expertise. NCI, in cooperation with PlaceMatters, hosted citywide community meetings, and UIS provided an EngagingPlans platform that supplemented the meetings by providing input opportunities online. As a result of these collaborations, the team collected more than 600 community responses on the Fairgrounds Survey, with more than 50% of those submitted via the EngagingPlans site. In particular, Memphis saw markedly more responses from young people in their late-20s and early-30s online than in person, giving the project team a more comprehensive look at community preferences than they might have had using only traditional engagement methods. UIS also provided an Idea Wall app to offer an online alternative to the traditional Post- It and flipchart brainstorming method that was used at community meetings. Without needing to be present at the meetings, users could submit ideas directly on the site and via SMS or Twitter hashtag. More than 200 suggestions were made. Faces of the Team 144 Goal: Planning Commission in September, City Council in October Finalize Scope and Schedule Project Kick-Off and Review of Background Site Capacity Programming Develop Alternatives and Finalize Vision for Specific Plan Initial Site Analysis, Background Studies, Stakeholder Outreach, and Engagement Project Webpage and Digital Outreach Initiation Stakeholder Interviews, Workshops, Meetings, Understanding of Project Ongoing In-Person and Digital Engagement Collaborative Co-Design Sessions, Workshops, Online Engagement Vallco Specific PlanTimeline Public Input (Ongoing) Overall Process? Admin Draft Specific Plan Public Review Draft Specific Plan Public Hearing Draft EIR PC CC Spring 2018 Co-Design Winter 2017 Winter 2018Summer 2018 Fall 2018 Build Readiness Action Co-DesignCo-Start: Why, What, Who, How conceptsdrafttestfinal 1 2 3 concepts draft test final 1 2 3 why what who how people ready act data place conceptsdrafttestfinal 1 2 3 concepts draft test final 1 2 3 why what who how people ready act data place 145 Opticos Design, Inc. 13 Opticos is providing urban design and planning services for Plan Downtown Oakland to set forth the community’s vision for reinforcing downtown’s vibrancy to benefit the entire city and region. Plan Downtown Oakland focuses at an incremental level on urban design by way of neighborhood character, community building, variety and returning public spaces back to the people, while also proposing grand interventions. Grand interventions are more difficult to implement today, requiring the need to think big and small for capital improvements and development. Plan Downtown Oakland presents an assortment of solutions, such as building upon the DNA of neighborhoods, generating a vibrant public realm, providing a range of building types, expanding safe, comfortable bike infrastructure, and converting I-980 from a highway into a boulevard. With affordability and equity at the forefront, Plan Downtown Oakland also lays out strategies to manage growth without displacement by focusing infill development on vacant, surface parking and underutilized lots. Opticos is part of a multidisciplinary team led by Dover, Kohl & Partners. Downtown is composed of eight distinct neighborhoods and, as part of the team, Opticos has focused on three of these eight. We are also playing an integral role in the overall urban design framework, plan goals, public realm design, growth scenarios, and design of building types that are compatible in scale and form to the existing building fabric. The public process to produce the Specific Plan began in the fall of 2015 with a series of community workshops designed to gather stakeholder input and identify the most important planning issues. Workshops were followed by an intense, ten-day community design charrette that produced vision plans for downtown. Post- charrette, the conversation has continued by way of small group meetings, workshops and an online forum. Status: Ongoing Size & Scale: Neighborhood Creating a Dynamic Vision for Downtown Oakland Downtown Oakland Specific Plan Oakland, California: In partnership with Dover Kohl & Partners Above: A downtown- wide 3-D model was an important tool used to study the future built out scenarios and communicate to the community. 146 14 Opticos Design, Inc. Sonoma Boulevard Specific Plan Vallejo, California Opticos is leading a multidisciplinary consultant team to assess and synchronize past and current planning efforts along a 1.8- mile portion of Sonoma Boulevard/State Route 29 in Vallejo, and refine them to create a Specific Plan. Created in parallel with an update to the Vallejo General Plan, the process has included a detailed development capacity assessment, design and visioning for key opportunity sites, and development of form-based design standards and implementation strategies. Guided by a Specific Plan Working Group and City staff, the project utilized a pair of multi-day design charrettes to develop a detailed vision for the corridor and characterize ways in which development can be incentivized on an incremental, lot-by-lot basis that maximizes short-term impact and creates catalytic results. Crafting a Concise, Highly Graphic, and Effective Specific Plan Status: Project Initiated 2013; Adopted 2017 Above: The plan describes coordinated public realm improvements to Sonoma Boulevard and the ways in which private development can capitalize on such improvements to create a vibrant and revitalized corridor. Below: A series of Form-Based zoning districts were developed to establish a clear physical intent for the corridor. 147 Opticos Design, Inc. 15 Large-scale redevelopment vision to convert an existing shopping mall into a thriving mixed-use urban center. The goal for this site was to build a regional center of activity for the suburbs east of Columbia, SC. A long main street, dense mid- rise housing, live/work lofts, and new civic structures for the local government were all part of the extensive program. A detailed Form-Based Code and architectural guidelines ensured high- quality development consistent with the vision. Including structured parking, the total build-out was expected to exceed 3.5 million square feet with over 750 residential units, 73,000 square feet of retail, and parking for 3,200 cars. The phasing was meticulously planned to enable this dramatic transformation. Consolidating the patchwork of paying tenants, working within the framework of existing infrastructure, and maximizing the project’s viability throughout construction were just a few of the many considerations. Computer modeling was a crucial tool in optimizing the staging of this complex three- dimensional design solution. Top Left: Aerial view of proposed development after completion. Top Right: Aerial view of existing mall and parking structure. Right: Careful thought went into phasing both in terms of placemaking and economic viability. Size & Scale: 32 acres Phase I Phase 2 Phase 3 Midtown at Forest Acres Forest Acres, South Carolina Transforming a Suburban Mall to a Village Center 148 16 Opticos Design, Inc. From 2006 to 2008, Opticos provided master planning and entitlement services for the 40-acre Hercules Waterfront. The Plan and Form-Based Code organize over 1,200 units and 250,000 square feet of mixed-use space into three distinct, walkable neighborhoods oriented to a multimodal transit station serving the Amtrak Capitol Corridor and ferry service to San Francisco. The Plan was the second in the United States to achieve LEED-ND “Stage 1” Gold Certification. Achievements: Gold Nugget Award Designated by Strategic Growth Council as a Catalyst for Sustainable Growth Achieved LEED ND Stage 1 Gold Certification Endorsed by the Greenbelt Alliance as an example of High-Quality Infill Development Bayfront TOD Master Plan and Entitlement Hercules, California Top : Regulating plan for Hercules Bayfront. The plan includes a mixed- use retail and commercial district along the waterfront and a series of distinct neighborhoods that integrate a range of housing types, from townhomes to mid-rise condos. Above: View down Bayfront Boulevard, illustrating the multimodal station that will provide Capitol Corridor rail service and a new ferry. Transforming a Former Dynamite Plant Site into an Urban Neighborhood 149 Opticos Design, Inc. 17 SMART Station Areas Master Plan Petaluma, California Funded through a Metropolitan Transportation Commission (MTC) and the Association of Bay Area Governments’ (ABAG) Station Area Planning Grant, this plan and SmartCode seeks to increase transit ridership by maximizing the potential for Transit-Oriented Development around current and future transit stations. Opticos led a multidisciplinary team to complete a Station Area Master Plan (SAMP) for two planned station areas along the Sonoma-Marin Area Rail Transit Line (SMART) within the City of Petaluma, CA. The project included: • Completion of two, three-day charrettes where most of the designs were created; the full multidisciplinary team participated, working in an on-site studio • Incremental Transit-Oriented Development strategy to address short-term economics • A detailed design/vision plan established the basis for a land use plan and more clearly articulated the vision to the community • Macroscale mapping and analysis to understand the context of the site and transitions to and from it • Rewrote the SmartCode, which was the first adopted SmartCode in the country, to clarify and simplify it for users • Created Station Area Plans for a downtown and a suburban station with the same detail as a Specific Plan • Detailed microscale analysis to study lot conditions, lot size, building types to inform the vision, and the Form-Based Code Status: Adopted June 2013 Size & Scale: Station Area Award: 2014 California APA Award of Merit, Comprehensive Plan – Small Jurisdiction Creating a Series of “Theatrical Events” to Link the New Station to the Downtown Core “Opticos is top-notch: Great public process, good project management, quality deliverables, and going beyond the work program to provide what is needed for a successful outcome.” Scott M. Duiven, Senior Planner, City of Petaluma 150 Environmental Consultants and Planners 1871 The Alameda • Suite 200 • San José, CA 95126 • Tel: 408-248-3500 • www.davidjpowers.com October 25, 2017 (revised November 8, 2017) Aarti Shrivastava, Assistant City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Sent via email: AartiS@cupertino.org; PiuG@cupertino.org Re: Vallco Specific Plan Environmental Review – Preliminary Proposal (revised) Dear Ms. Shrivastava: David J. Powers & Associates, Inc. (DJP&A) is excited for the opportunity to assist the City of Cupertino with the environmental review for a Specific Plan for the approximately 58-acre Vallco Shopping District Special Area (Vallco). DJP&A has proudly provided environmental consulting services in the Bay Area for 45 years. We have a strong and experienced project team that has knowledge of the site and its history. It is our understanding the City is initiating a Specific Plan process that will likely result in several Specific Plan scenarios. We propose to prepare an Environmental Impact Report (EIR) in accordance with the California Environmental Quality Act (CEQA) and City of Cupertino standards that will evaluate the Specific Plan scenarios and provide tiering and other CEQA streamlining opportunities for future development proposals. As exemplified in our attached proposal, DJP&A has the expertise, experience, and familiarity with the Vallco Specific Plan area to successfully execute and complete quality environmental review. We thank the City for considering our firm for this work. If you have any questions about the attached proposal, please feel free to contact me or our Senior Project Manager, Kristy Weis (direct: 408-454-3428, email: kweis@davidjpowers.com). Sincerely, Judy Shanley President Direct: (408) 454-3431 Email: jshanley@davidjpowers.com 151 David J. Powers & Associates, Inc. Table of Contents A. Firm Qualifications ......................................................................................................................... 1 B. Project Understanding ................................................................................................................... 2 C. Project Approach and Team ........................................................................................................... 3 D. Scope of Work ................................................................................................................................ 7 E. Project Management and Quality Control ................................................................................... 18 F. Cost Estimate ................................................................................................................................ 19 G. Estimated Schedule ...................................................................................................................... 20 152 David J. Powers & Associates, Inc. 1 Environmental Consultants and Planners David J. Powers & Associates, Inc. A. Firm Qualifications David J. Powers & Associates, Inc. (DJP&A) has proudly provided professional consulting services to public agencies and private developers in all areas of environmental planning in the Bay Area for 45 years. Our extensive experience with urban development and transportation includes environmental review of: • General Plans, Specific Plans, and municipal ordinances; • Mixed-use developments and intensification and redevelopment projects; • Parks, trails, and public facilities (including schools, universities, health facilities, and community centers); and • A wide range of infrastructure and transportation projects. Uncompromising quality is the foundation for everything we do. Our professional employees are specialists in the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA), applicable laws and regulations, and applicable case law. We honor a philosophy of providing our clients with objective and thorough research, accurate identification of project impacts, and a carefully written analysis of those impacts with appropriate mitigation, and we are known for providing these services for complex projects with critical time schedules, requiring strong management, and organizational control. Notable large, complex mixed-use project we successfully completed environmental review for include: • Main Street Cupertino, Cupertino; • North Bayshore Precise Plan, Mountain View; and • Diridon Station Area Plan, San José. DJP&A is a California-certified woman-owned Underutilized and Disadvantaged Business Enterprise (UDBE and DBE), a VTA certified Small Business Enterprise (SBE), and a Santa Clara County certified Green Business. Our services include preparation of: California Environmental Quality Act (CEQA) Environmental Impact Reports Initial Studies/Negative Declarations Categorical Exemptions CEQA - Plus National Environmental Policy Act (NEPA) Environmental Impact Statements Environmental Assessments Categorical Exclusions HUD Environmental Assessments Project Analyses Opportunities and Constraints Analyses Alternatives Analyses Regulatory Agency Permits/Consultation U.S. Army Corps of Engineers Regional Water Quality Control Board California Department of Fish and Wildlife “Quality Environmental Review Makes a Difference” 153 David J. Powers & Associates, Inc. 2 Environmental Consultants and Planners David J. Powers & Associates, Inc. B. Project Understanding The City of Cupertino is initiating the planning process to develop a Specific Plan for the Vallco Shopping District Special Area (Vallco). The project being considered is the adoption and implementation of a Vallco Specific Plan. The approximately 58-acre Vallco Specific Plan area consists of 15 parcels (APNs 316-20-080, -081, - 082, -088, -092, -094, -095, -099, -100, -101, -103, -104, -105, -106, and -107), located at the intersections of North Wolfe Road and Stevens Creek Boulevard and North Wolfe Road and Vallco Parkway in the City of Cupertino. The Specific Plan area is currently developed with a regional shopping center, including a cinema, a gym, bowling alley, restaurants (including one with banquet facilities), and parking areas. The Specific Plan area also includes a new hotel, which is currently under construction on the northeastern corner of the Specific Plan area (Hyatt House, APN 316-20- 092). The Specific Plan area is surrounded by residential, commercial and retail uses, and Interstate 280 (I-280). The Specific Plan area is currently identified as the Vallco Shopping District Special Area in the City’s Community Vision 2040 General Plan (General Plan). A large portion of the site is zoned Planned Development-Regional Shopping Center and the rest is zoned Planned Development- General Commercial. It is our understanding the owner of most of the property within the Specific Plan area is considering redeveloping their property and has requested the City develop a Specific Plan, as required by the General Plan. Through the City-initiated Specific Plan planning process, several Specific Plan scenarios will be developed and considered. Possible Specific Plan scenarios could be similar to those evaluated in the 2016 Elections Code 9212 reports (9212 reports), including assuming Vallco as an enhanced mall and/or with 2016 occupancy. It is possible General Plan amendments would be required. The Specific Plan scenarios will be used to define the project description for the Environmental Impact Report (EIR). 154 David J. Powers & Associates, Inc. 3 Environmental Consultants and Planners David J. Powers & Associates, Inc. C. Project Approach and Team Project Approach David J. Powers & Associates, Inc. will serve as the primary environmental consultant responsible for the completion of the EIR for the City. The EIR will have a dedicated Senior Project Manager, Kristy Weis, who will serve as the primary point of contact for the City. Primary Point of Contact: Kristy Weis Senior Project Manager 1871 The Alameda, Suite 200 San José, CA 95126 Direct: (408) 454-3428 kweis@davidjpowers.com Our dedicated Project Manager will be responsible for preparing the environmental document and ensuring that all facets of the project’s environmental review are completed in a timely and efficient manner. Having a single Project Manager is a fundamental element of our quality assurance and quality control process because it ensures the person writing the document is fully aware of all the environmental issues associated with the project, which is critical to the quality of the analysis given the interrelated nature of environmental issues. It also vastly reduces the potential for inconsistencies in analysis, grammar, and style. Given the complexity of the project and the potential time constraints, it is anticipated that other DJP&A staff members will assist Ms. Weis as need. DJP&A and our subconsultants have the availability and staff to complete the necessary work and deliver quality environmental review, as well as provide superior service to the City. Details about the DJP&A project team are provided in the following pages. 155 David J. Powers & Associates, Inc. 4 Environmental Consultants and Planners Project Team David J. Powers & Associates, Inc. has assembled a dedicated team of experts to complete the appropriate technical analyses and environmental review on the project. We have selected the best technical subconsultants for the job, based on their familiarity with the Specific Plan area and their ability to deliver. An organizational chart of our project team is shown below. David J. Powers & Associates, Inc. Project Team Judy Shanley Principal-In-Charge DJP&A Staff Assisting Project Managers, Associate/Assistant Project Managers, and Researchers, as needed Kristy Weis Senior Project Manager Primary Point of Contact Technical Subconsultants Illingworth & Rodkin, Inc. Air Quality, Greenhouse Gas, and Noise Cornerstone Earth Group Hazardous Materials Schaaf & Wheeler Recycled Water Feasibility Cotton, Shires and Associates, Inc. Geology and Soils Holman & Associates Archaeological Resources 156 David J. Powers & Associates, Inc. 5 Environmental Consultants and Planners DJP&A Key Team Members Judy Shanley will serve as the Principal-In-Charge and Kristy Weis will be the Senior Project Manager for the project. Ms. Shanley and Ms. Weis have worked closely together at DJP&A for 14 years. They have completed numerous environmental documents together for a variety of clients and project types. A brief description of the roles and experience of Ms. Shanley and Ms. Weis is provided below. Judy Shanley Principal-In-Charge Direct: (408) 454-3431 jshanley@davidjpowers.com Ms. Shanley is the President of DJP&A and will serve as the Principal-In- Charge. Ms. Shanley will oversee the environmental review for this project and assist with key environmental issues during preparation of the EIR. Ms. Shanley will also review and approve the EIR prior to submittal to the City and prior to public circulation. Ms. Shanley will attend key project meetings and hearings. Ms. Shanley has over 28 years of experience in the environmental field and has served as the Principal for many highly complex and controversial mixed- use development proposals. Ms. Shanley is familiar with the Vallco Specific Plan area and is familiar with community concerns through her involvement in the preparation of 9212 reports. Kristy Weis Senior Project Manager Primary Point of Contact Direct: (408) 454-3428 kweis@davidjpowers.com Ms. Weis will serve as the Senior Project Manager for this project. As Senior Project Manager, Ms. Weis will be involved in all aspects of the project and will be the primary point of contact for the City. Ms. Weis will be responsible for daily project coordination and administration, as well as overall preparation of the EIR. Ms. Weis will maintain close communication with City Staff and the project team, manage the technical subconsultants, and participate in meetings and hearings on the project. Ms. Weis has 14 years of experience preparing and managing environmental documents for a wide variety of development proposals. Ms. Weis is very familiar with the Vallco Specific Plan area given her involvement with The Hills EIR and the 9212 reports. Additional DJP&A staff, including Project Managers, Associate Project Managers, Assistant Project Managers, and Researchers, will assist Ms. Weis with the research and preparation of the EIR, as needed. 157 David J. Powers & Associates, Inc. 6 Environmental Consultants and Planners DJP&A Technical Subconsultants The following technical subconsultants are on the DJP&A team: • Cornerstone Earth Group (hazardous materials) • Cotton, Shires and Associates, Inc. (geology and soils) • Holman & Associates (archaeology) • Illingworth & Rodkin, Inc. (air quality, greenhouse gas, and noise) • Schaaf & Wheeler (recycled water feasibility) These firms were specifically selected for the technical work for the EIR due to their expertise, experience, and familiarity with the City of Cupertino and the Vallco Specific Plan area. The DJP&A Advantage The DJP&A project team has institutional knowledge of the Vallco Specific Plan area given our previous work on The Hills EIR and the 9212 reports. We have forged good working relationships with City Planning and Public Works Staff and have established relationships with the staff at local responsible agencies, including California Water Service (CalWater) and the Cupertino Sanitary Sewer District. DJP&A has a history of successfully executing and delivering work products for complex projects within a fast-paced timeline, including the recent 9212 reports in 2016. We are familiar with community concerns and issues given our work on the Main Street Cupertino project, The Hills EIR, and the 9212 reports. We are cognizant of the community’s concerns regarding aesthetics, biological resources (specifically trees), land use compatibility, public services (including police and fire protection and schools), traffic, and utility capacity with the redevelopment of the Vallco Specific Plan area. 158 David J. Powers & Associates, Inc. 7 Environmental Consultants and Planners David J. Powers & Associates, Inc. D. Scope of Work DJP&A proposes to prepare an EIR, in accordance with CEQA and City of Cupertino standards. The EIR will provide program-level analysis of up to five proposed Specific Plan scenarios and project- level transportation-related analyses (i.e., project-level traffic, traffic-related operational air quality and greenhouse gas impacts, and traffic-related noise impacts). Each of the Specific Plan scenarios would be analyzed at an equivalent level of detail throughout the EIR. The analysis in the EIR will provide for tiering and streamlining opportunities for future development projects. The following scope of work was prepared based upon our meeting with City Staff, consultation with City Staff and appropriate technical experts, past knowledge of the Specific Plan area, and DJP&A’s experience with projects of similar magnitude. Task 1: Background Research DJP&A and technical subconsultants will research and review pertinent background information provided by the City about the project and Specific Plan area at the onset of the process. Information to be reviewed could include previous technical work completed for the site and recordings of the City’s 2017 Speaker Series. This work will also include coordination with our subconsultants to begin their technical analyses for the EIR (e.g., measuring existing noise conditions), as appropriate. Task 2: Administrative Draft EIR A critical step in the environmental review process is to ensure, as early as possible, that all team members understand the project and are in agreement about the scope of the work. To accomplish this goal, DJP&A proposes the following subtasks described below. EIR Kick-off Meeting At the initiation of the EIR process, DJP&A will attend an EIR kick-off meeting with City Staff and the project team (as appropriate) to discuss the project and key environmental issues, and to confirm the approach for the technical studies. The list of required project data/information required to prepare the EIR (see the Section G. Estimated Schedule) will also be reviewed at the kick-off meeting. 159 David J. Powers & Associates, Inc. 8 Environmental Consultants and Planners Scope Refinement and Data Collection DJP&A will refine the EIR scope (if needed), based on the work completed as part of Task 1 and in response to the City’s feedback during the kick-off meeting. As part of this subtask, DJP&A will ensure that all information required to complete the technical reports and EIR has been obtained and/or requested. Project Description Based on up to five proposed Specific Plan scenarios provided by the City, DJP&A will draft a detailed description of the proposed project, including the physical characteristics (land use locations, maximum office and retail square footage, residential units, maximum building height, setbacks, grading and drainage, landscaping and hardscape, circulation, etc.) for each of the proposed scenarios. The draft project description will be submitted to the City for review and comment. Based on comments received, DJP&A will finalize the project description. Notice of Preparation and EIR Scoping Meeting After finalizing the project description, DJP&A will prepare the EIR Notice of Preparation (NOP), which will formally notify the public that an EIR will be prepared for the project. DJP&A will prepare the NOP, in accordance with the CEQA and City of Cupertino guidelines. The NOP will include a brief project description, project location map, and an overview of the anticipated environmental impacts. DJP&A will submit a draft NOP to the City for review and comment. Based on comments received, DJP&A will finalize the NOP and provide it to the City for public circulation. DJP&A will submit the NOP to the State Clearinghouse for distribution. The text of the EIR will incorporate significant and relevant issues raised in the responses to the NOP received during its 30-day circulation period. It is anticipated that the City will hold a public scoping meeting for this project. DJP&A will attend and assist with preparing materials and/or presenting an overview of the EIR process and issues to be analyzed in the EIR at this meeting. 160 David J. Powers & Associates, Inc. 9 Environmental Consultants and Planners Administrative Draft EIR DJP&A will then prepare an Administrative Draft EIR (ADEIR). The ADEIR will include an introduction, summary, description of the project (up to five Specific Plan scenarios, including a “No Project” scenario), environmental setting, in-depth discussion of possible environmental impacts, and identification of mitigation measures to reduce impacts. Cumulative impacts, alternatives to the project, and other sections required by the CEQA Guidelines will also be included. The main sections of the EIR are described below. Introduction The introduction to the EIR will provide a general overview of the CEQA process and describe the public participation process and opportunities for input. It will also contain an outline of the contents of the EIR. EIR Summary A summary of the EIR will be prepared, including a brief description of the proposed project. The summary will be prepared in tabular form and will identify the impacts of the project and proposed mitigation measures. The summary will also describe the project alternatives discussed in the EIR, and address any known areas of public controversy. Project Description The project description (described previously) will be included in the EIR. The project description section will also include a list of the project objectives to be provided by the City, necessary discretionary actions, and decision-making agencies. Maps and graphics will be provided to illustrate the text. Existing Setting, Impacts, and Mitigation Measures The EIR will provide: 1) a detailed description of the existing project setting, based on conditions that exist at the time the NOP is released; 2) impacts that may result from implementation of the proposed project; and 3) feasible mitigation measures to avoid or reduce the impacts to a less than significant level. The EIR discussion will reflect information from technical analyses prepared by DJP&A’s subconsultants, as well as information provided by the City Staff and responsible agencies. In each technical section of the EIR, a discussion of the project’s consistency with applicable plans will be discussed. Particular attention will be given to inconsistencies, if any are identified, and the likelihood that such inconsistencies might result in significant adverse environmental effects. 161 David J. Powers & Associates, Inc. 10 Environmental Consultants and Planners The anticipated environmental resources to be discussed in the EIR are described below. The impacts discussed will focus on impacts from the project on the existing environment. The project, as described previously, will consists of up to five Specific Plan scenarios. Each scenario will be analyzed with equal consideration and detail in the EIR. Program-level mitigation measures (including existing regulations, policies, and guidelines, and proposed policies and guidelines from the draft Specific Plans), and project-level mitigation measures where applicable, will be identified for significant impacts. • Aesthetics – The EIR will describe the existing visual character of the Specific Plan area and the projected changes resulting from implementation of the project. Visual issues resulting from the implementation of the project could include adverse environmental effects resulting from future building mass and height, lighting, and possible glare to adjacent land uses. The EIR will also evaluate the project’s visual compatibility with adjacent properties. • Agricultural and Forestry Resources – The Specific Plan area is located in an urban and developed area. The EIR will describe the project’s impact (if any) on existing farmland, forest land, and timberland. • Air Quality – The EIR will describe the regional air quality conditions of the San Francisco Bay Area and evaluate air quality impacts from implementation of the proposed project (in conformance with criteria identified by the Bay Area Air Quality Management District) based on an air quality analysis to be prepared by Illingworth & Rodkin, Inc. The primary air quality issues with the project are operational criteria air pollutant emissions and community health risks from sources of toxic air contaminants near the site (including stationary sources and nearby roadways). Impacts from temporary construction emissions on the existing nearby sensitive receptors will be discussed in a qualitative manner. The project’s consistency with the 2017 Bay Area Clean Air Plan will also be discussed. • Biological Resources – The project site is developed and contains ornamental trees and associated landscaping. The EIR will describe the type, size, health and condition of on-site trees, based upon an arborist report and peer review to be provided to DJP&A by the City. The EIR will also describe the potential for future development to result in impacts to sensitive wildlife species, including migratory birds. • Cultural Resources – The EIR will describe the project’s potential to impact historic resources, buried cultural resources, and tribal cultural resources. The site is designated a City of Cupertino Community Landmark (Cultural Resource Site 68) in the City’s General Plan and the Vallco freeway-oriented sign is designated as a Landmark Sign in the City’s Municipal Code (Chapter 19.104); these designations do not, however, qualify as historic resources under CEQA. The buildings on the Specific Plan area were constructed in the mid- 1970s and are not considered historic resources. There is, however, a potential for unknown buried cultural resources to be encountered during future ground disturbance. Holman & Associates, under contract to DJP&A, will prepare an updated literature search and records review at the Northwest Information Center of the California Historical 162 David J. Powers & Associates, Inc. 11 Environmental Consultants and Planners Resources Information System to identify all cultural resources and relevant studies near the Specific Plan area. Holman & Associates will also complete a sacred lands search to determine if there are documented tribal cultural resources on-site. DJP&A will draft SB 18 and AB 52 tribal consultation letters for City use, if needed. • Geology and Soils – The EIR will describe the existing soils and geological hazards on and near the Specific Plan area and the potential for future development to result in geologic hazards, based upon a geotechnical feasibility report prepared by Cotton, Shires & Associates, under contract to DJP&A. • Greenhouse Gas Emissions – The EIR will discuss the project’s consistency and conformance with applicable plans, policies, and/or regulations adopted for the purpose of reducing greenhouse gas emissions including Senate Bill 375, Association of Bay Area Governments and Metropolitan Transportation Commission 2013-2040 Regional Transportation Plan/Sustainable Communities Strategy, and the City’s Climate Action Plan. The project’s operational (e.g., traffic-related) greenhouse gas emissions will be quantified by Illingworth & Rodkin, Inc., under contract to DJP&A. • Hazards and Hazardous Materials – The EIR will evaluate the potential for hazardous materials contamination on and near the Specific Plan area, which could be affected by future construction and development activities, based upon a Phase I Environmental Site Assessment to be completed by Cornerstone Earth Group, under contract to DJP&A. • Hydrology and Water Quality – The EIR will describe the existing hydrologic and drainage conditions in the Specific Plan area. The Specific Plan area is not within a 100-year flood hazard zone. Potential changes to site drainage and hydrologic conditions resulting from implementation of the proposed project and water quality impacts during and post- construction will also be discussed. • Land Use – The Specific Plan area is developed with a regional shopping center including a cinema, gym, bowling alley, restaurants, banquet facility, and parking areas. A new hotel is under construction at the northeast corner of the Specific Plan area (Hyatt House). The EIR will describe the existing land uses within the Specific Plan area and surrounding area, and will describe the current General Plan and zoning designations. The Specific Plan area is currently identified as the Vallco Shopping District Special Area in the City’s General Plan. A large portion of the site is zoned Planned Development-Regional Shopping Center and the rest is zoned Planned Development-General Commercial. The EIR will evaluate the proposed project and the environmental effects of implementing the project on surrounding land uses, specifically the height, mass, scale, and setback of future development in relation to the surrounding development. 163 David J. Powers & Associates, Inc. 12 Environmental Consultants and Planners • Mineral Resources – The EIR will describe the existing mineral resources within the City. Although not expected, the EIR will determine whether the implementation of the proposed project would result in the loss of availability of a known mineral resource or locally- important mineral resource recovery site. • Noise and Vibration – The predominant noise sources in the Specific Plan vicinity include traffic on I-280, Stevens Creek Boulevard, and Wolfe Road. The EIR will describe the existing noise and vibration conditions in the Specific Plan area and address noise and vibration impacts from implementation of the project (including noise from project-generated traffic) based on a noise and vibration assessment to be completed by Illingworth & Rodkin, Inc., under contract to DJP&A. • Population and Housing – The EIR will describe the existing population and housing conditions within the City. The EIR will discuss whether implementation of the proposed project would induce substantial population growth in the area, displace substantial numbers of existing housing units, or displace a substantial number of residents. • Public Services – The EIR will describe the available public services (e.g., fire and police protection, schools, parks, and other facilities) in the Specific Plan area and the potential for implementation of the project to require the expansion or construction of those facilities. The discussion of school impacts will be based on a school capacity study to be provided to DJP&A by the City. • Transportation – The EIR will describe the traffic and circulation impacts resulting from the proposed project based on a Transportation Impact Analysis (TIA) to be prepared by the City-selected transportation consultant. • Urban Decay – The EIR will discuss whether adverse physical impacts are likely to result from economic impacts of the proposed project on existing and future competitive commercial facilities, pursuant to CEQA Guidelines Section 15131(a). This section will be based on available information and information provided by the City. • Utilities and Service Systems – The EIR will describe the existing sanitary sewer, storm drain, water, and solid waste services for the Specific Plan area. The EIR will address impacts to these services, specifically as they relate to infrastructure requirements, facilities, and capacity based on information provided to us by the City, Cupertino Sanitary Sewer District, and CalWater. DJP&A will draft a Water Supply Assessment (WSA) request for the City’s use. It is our understanding that preparation of the WSA will be directed and contracted by CalWater. In the event recycled water service is identified as part of the project, a recycled water feasibility study will be completed by Schaaf & Wheeler under contract to DJP&A. The study will evaluate the feasibility and sizing of a recycled water main extension to the Specific Plan area. The potential recycled water demand for the project and the hydraulics (e.g., sizing 164 David J. Powers & Associates, Inc. 13 Environmental Consultants and Planners and pressure) of a new main extension necessary to provide adequate capacity and pressure to the Specific Plan area will be calculated as part of this analysis. • Cumulative – The EIR will include a discussion of cumulative impacts from the project in combination with other past, pending, and reasonably foreseeable future development in the area, in conformance with CEQA Guidelines Section 15130. The EIR will analyze and describe the significant cumulative impacts to which the project would contribute, based on a list of pending projects to be provided to DJP&A by the City of Cupertino and neighboring jurisdictions. • Alternatives to the Project – The EIR will describe alternatives to the project that would avoid or reduce significant impacts, while still achieving the primary objectives of the project to be defined by the City. Alternatives will be identified in consultation with City Staff, and may include reduced development alternatives and alternative land uses, in addition to the “No Project” alternative required by CEQA. This proposal assumes the City- selected traffic consultant will provide technical assistance with trip generation analysis for alternatives (if required). • Other Required Sections – The EIR will also include other sections required by the CEQA Guidelines, including a Table of Contents or Index, Growth Inducing Impacts, Significant Unavoidable Impacts, References and Organizations and Persons Consulted, EIR Preparers and Lead Agency, and appendices (which will include copies of technical reports). Upon completion of the ADEIR, DJP&A will submit up to five copies to City Staff for review and comment. An electronic copy of the ADEIR text will be emailed to the City to facilitate and convey City comments/edits. Task 3: Draft EIR and Notice of Completion Draft EIR DJP&A will revise the ADEIR, based upon the comments and revisions received from City Staff and prepare a 2nd ADEIR and then a “Screencheck.” The 2nd ADEIR and the Screencheck Draft EIR will be submitted in electronic format to the City Staff for review and final approval. This final document will constitute the Draft EIR, and DJP&A will provide copies of the Draft EIR to the City for public distribution. This proposal includes providing the City with up to 30 hard copies and five CDs of the Draft EIR for public distribution, a PDF of the document for posting on the City’s website, as well as 15 hardcopies of the executive summary and 15 CDs of the entire document for submittal to the State Clearinghouse. 165 David J. Powers & Associates, Inc. 14 Environmental Consultants and Planners Notice of Completion DJP&A will prepare the Notice of Completion (NOC), in accordance with the CEQA and City of Cupertino guidelines. The NOC will include a brief description of the project, the project location, and will state where copies of the Draft EIR are available for review. The public review period will also be noted. DJP&A will submit an electronic draft of the NOC to the City for review and comment. DJP&A will revise and finalize the NOC based on City comments. DJP&A will transmit the NOC and required copies of the EIR to the State Clearinghouse on behalf of the City. Task 4: Final EIR, Mitigation Monitoring and Reporting Program, and Other Related Items Final EIR/Responses to Comments Upon conclusion of the Draft EIR 45-day circulation period, DJP&A will prepare the Final EIR. In conformance with CEQA Guidelines Section 15132, the Final EIR will consist of the following items: • Revisions to the Draft EIR text, as necessary; • List of individuals and agencies commenting on the DEIR; • Responses to comments received on the DEIR, as directed by the City Staff, • Copies of letters or records of verbal comments received on the DEIR; and • Summary records of public hearings, if requested. All responses to written comments will be answered in accordance with the CEQA Guidelines Section 15088. This proposal includes 200 hours of DJP&A staff time to respond to comments on the Draft EIR and prepare the Final EIR. This scope assumes that no comments are received that require additional technical analysis. If additional time or technical analysis is required to respond to the comments, it can be provided as an extra work task, on a time and materials basis, in accordance with the charge rates outlined at the end of this scope. Up to five hard copies and an electronic version of the administrative version of the Final EIR will be submitted to the City for review. The Final EIR will be revised per the comments received, and a “Screencheck” Final EIR will be prepared and submitted electronically to the City for review. Once the City approves the “Screencheck” Final EIR, DJP&A will reproduce up to 30 hard copies of the Final EIR for delivery to the City for distribution. A copy of the Final EIR will also be provided to the City in PDF format for posting on the City’s website. Response to Comments Memos If comments on the Draft EIR are received after the close of the public review period and are not incorporated into the Final EIR document, DJP&A will assist the City in preparing response to comment memos. Preparation of up to four response to comments memos are included in this proposal. This proposal assumes the comments received are straightforward and require a maximum one to two page response. It is estimated that additional one to two page response memos can be provided for a per memo cost of approximately $2,000. 166 David J. Powers & Associates, Inc. 15 Environmental Consultants and Planners Mitigation Monitoring and Reporting Program As required by CEQA, DJP&A will prepare a draft Mitigation Monitoring and Reporting Program (MMRP) for the project. The MMRP will identify the mitigation measures required for all significant impacts, responsible implementation entity, monitoring schedule, and enforcement or monitoring agency. DJP&A will submit an electronic copy of the draft MMRP to the City prior to the Environmental Review Committee Meeting. Findings Although we are not attorneys and do not prepare legal findings, DJP&A will assist City Staff and the City Attorney in compiling information from the EIR for findings required under CEQA Guidelines Section 15091, if requested to do so. Notice of Determination DJP&A will prepare a Notice of Determination (NOD), in accordance with CEQA and City of Cupertino guidelines. The NOD will include the project name, State Clearinghouse identification number, project location, brief project description, lead agency and date of project approval, determination of the project’s environmental effects, statement that the EIR was prepared and certified in accordance with CEQA, mitigation measures and conditions of approval, statement that the MMRP was adopted, a statement whether overriding considerations were adopted, and the address of where the Final EIR and record of project approval may be examined. DJP&A will submit an electronic copy of the draft NOD for the City’s review. Based on comments received from the City, DJP&A will revise and finalize the NOD. DJP&A will file the final NOD along with the California Department of Fish and Wildlife and County filing fees at the State Clearinghouse and County Clerk. Integrated EIR After completion of the Final EIR, a “clean” version of the entire EIR will be prepared and provided to the City. This version will incorporate all corrections and changes made as a result of comments received in a Final Integrated version of the EIR. One hard copy and one electronic version will be provided to the City. 167 David J. Powers & Associates, Inc. 16 Environmental Consultants and Planners Task 5: Team Meetings and Public Hearings Project Team Meetings It is assumed that DJP&A will participate in weekly project team meetings for the duration of the work (estimated to be 12 months). This task also includes meeting preparation time and travel time. This proposal also includes the participation of DJP&A subconsultants Cornerstone Earth Group, Cotton, Shires and Associates, Inc., Illingworth & Rodkin, Inc., and Schaaf & Wheeler at up to three project team meetings. Public Meetings and Hearings This proposal includes DJP&A attendance at up to eight public meetings or hearings. This task assumes up to eight hours per public meeting and includes meeting preparation time and travel time. The DJP&A Senior Project Manager and/or Principal will be available to describe the environmental review process, summarize the environmental issues, and respond to questions about the environmental document at hearings. If requested, additional hearings/meetings will be attended on a time and materials basis in accordance with the attached charge rates. A per public hearing attendance by the DJP&A Senior Project Manager would be approximately $1,950 and attendance by the DJP&A Principal would be approximately $2,500. This proposal includes attendance by DJP&A subconsultants Cornerstone Earth Group, Cotton, Shires and Associates, Inc., and Illingworth & Rodkin, Inc., at up to four public meetings/hearings. Task 6: General Project Management, Coordination, and Communication This scope includes DJP&A time for general project management and regular coordination and communication between our subconsultants and City Staff for project management, administration, ongoing project updates, etc. 168 David J. Powers & Associates, Inc. 17 Environmental Consultants and Planners Summary of Deliverables by Task A summary list of the primary deliverables/work products by task is provided below. Task Deliverables/Work Products Task 1: Background Research Not applicable Task 2: Administrative Draft EIR • List of required project information • Refined EIR scope (if needed) • Electronic Word copies of the EIR project description draft and final • Electronic Word copies of the NOP draft and final • Presentation and handouts for the EIR scoping meeting • Five hard copies and one electronic Word copy of the ADEIR Task 3: Draft EIR and NOC • An electronic Word copy of the Screencheck • 30 hard copies and a CD of the Draft EIR for public distribution • 15 hard copies of the executive summary and 15 CDs of the EIR for submittal to the State Clearinghouse • Electronic Word copies of the NOC draft and final Task 4: Final EIR, Mitigation Monitoring and Reporting Program, and Other Related Items • Five hard copies and one electronic Word copy of the Administrative Draft Final EIR • An electronic Word copy of the Screencheck • 30 hard copies and a CD of the Final EIR for public distribution • Electronic Word copies of Response to Comment memos • Electronic Word copies of the MMRP draft and final • Electronic Word copy of EIR information for findings • Electronic Word copies of the NOD draft and final • One hard copy and a CD of the Integrated EIR Task 5: Team Meetings and Public Hearings • Electronic copy of project status and schedule, as needed • Presentation materials for hearings 169 David J. Powers & Associates, Inc. 18 Environmental Consultants and Planners David J. Powers & Associates, Inc. E. Project Management and Quality Control Project Management DJP&A employs a multi-faceted approach to ensure that our projects are performed in a timely and cost efficient manner. Our project management techniques include: • Setting appropriate expectations and deadlines through scoping with the client; • Attending kick-off meetings and mapping out the project schedule with the City and project team; • Maintaining regular communications and updates; and • Bringing potential problems and possible solutions to the project team’s attention as soon as possible. These techniques reinforce our commitment to our clients and our work, and have produced timely, accurate environmental review. Quality Control At DJP&A, we believe that “Quality Environmental Review Makes a Difference.” The quality of environmental review documents we prepare is paramount to the success of DJP&A and we take it very seriously. Our quality assurance/quality control (QA/QC) process has effectively resulted in our completion of quality environmental documents for 45 years. DJP&A’s QA/QC process includes the following main components: 1. Define and confirm the project work plan and schedule • Review the project scope and schedule • Send a list of issues/questions to the City and acknowledge receipt of project materials 2. Draft the project description • Complete the draft project description based upon City-provided information and completes internal QA process • Submit the draft project description to the City and requests any additional information 3. Meet on a regular basis to internally discuss project status, progress, and any outstanding issues 4. QC/QA of environmental documents • Complete internal QA of the entire document, including technical reports • Submit the document to the City for review • Revise the document based on comments and submit subsequent draft(s), if needed • Upon receiving approval from the City, finalize the document and reproduce copies as needed 170 David J. Powers & Associates, Inc. 19 Environmental Consultants and Planners David J. Powers & Associates, Inc. F. Cost Estimate Based on our understanding of the project and technical reports that will be made available to DJP&A, the cost for preparation of the EIR is estimated not to exceed $502,500, based upon the breakdown below. All costs will be charged on a time and materials basis, commensurate with work completed, in accordance with the attached charge rates. If DJP&A does not need all the time that has been budgeted, we will only bill for the time actually spent completing the work. This scope is valid for 90 days and assumes that no issues that arise will require any additional technical analysis or documentation. In the event that additional technical analysis is required, we can complete that work on a time and materials basis, upon City authorization. Project description changes after the EIR analysis has begun will have budget and schedule implications. David J. Powers & Associates, Inc. • In-House Staff time $368,000 • Reimbursable expenses (printing, mileage, CDs, etc.)* $13,000 Subconsultants* • Cornerstone Earth Group (hazardous materials) $17,100 • Cotton, Shires and Associates, Inc. (geology and soils) $12,600 • Holman & Associates (archaeology) $4,200 • Illingworth & Rodkin, Inc. (air quality, greenhouse gas, and noise) $75,600 • Schaaf & Wheeler (recycled water feasibility) $12,000 TOTAL $502,500 *Subconsultants (with the exception of the transportation subconsultant) and expenses include our standard 15 percent administrative fee. It is anticipated that the City-selected transportation consultant will ultimately be under contract to DJP&A and the cost estimate for their services will include a 10 percent DJP&A administrative fee. 171 David J. Powers & Associates, Inc. 20 Environmental Consultants and Planners David J. Powers & Associates, Inc. G. Estimated Schedule DJP&A proposes the following optimum schedule for preparation of the EIR for the Vallco Specific Plan project. DJP&A can commit to maintaining the schedule in the areas which are within our control. Completion of the EIR, as described in this schedule on the following page, is based upon receipt of all necessary project information on schedule. A preliminary list of project information required is provided below. Delays in receiving requested information or responses by others will result in at least day-for-day delays in the overall schedule. Task Timeframe Receipt of signed contract to proceed November 2017 Task 1: Background Research November 2017 Task 2: Administrative Draft EIR, assuming finalization of the project description and completion of the TIA in January 2018. November 2017 – June 2018 Task 3: Draft EIR and NOC July 2018 – August 2018 Task 4: Final EIR, MMRP, and other Related Items August 2018 – September 2018 Public Hearings (ERC, Planning Commission, City Council) September/October 2018 The schedule assumes that the project description will not substantially change once we receive a notice to proceed and begin preparing the EIR, and that no comments are received during the circulation of the EIR that require additional technical studies. Our proposal is based on the assumption that DJP&A will receive the project details listed below at the onset in order to maintain the optimum schedule outlined below. Delays in receiving any of the information listed below will result in at least day for day delays to the overall project schedule. Specific Plan Details □ Proposed land use plan(s) showing limits of residential and other sensitive uses □ Proposed maximum building height plan(s) □ City project objectives □ Infrastructure improvements Technical Studies □ Arborist report and peer review □ School capacity study 172 Charge Rate Schedule 1 Title Hourly Rate Senior Principal $ 275.00 Principal Project Manager $ 250.00 Senior Environmental Specialist $ 220.00 Senior Project Manager $ 195.00 Environmental Specialist $ 180.00 Project Manager $ 170.00 Associate Project Manager $ 145.00 Assistant Project Manager $ 120.00 Researcher $ 105.00 Draftsperson/Graphic Artist $ 110.00 Document Processor/Quality Control $ 100.00 Administrative Manager $ 100.00 Office Support $ 85.00 Materials, outside services and subconsultants include a 15% administration fee. Mileage will be charged per the current IRS standard mileage rate at the time costs occur. Subject to revision July 1, 2018. 1 David J. Powers & Associates, Inc. provides regular, clear and accurate invoices as the work on this project proceeds, in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures, nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested, the service can be provided on a time and materials basis. Any fees charged to DJP&A for Client’s third-party services related to invoicing, insurance certificate maintenance, or other administrative functions will be billed as a reimbursable expense. 173 Proposal: Vallco Specific Plan Transportation Impact Analysis 174 160 West Santa Clara Street | Suite 675 | San Jose, CA 95113 | (408) 278-1700 www.fehrandpeers.com October 27, 2017 Aarti Shrivastava, Assistant City Manager City of Cupertino 10300 Torre Ave Cupertino, CA 95014 Subject: Proposal to Prepare the Transportation Impact Analysis for the Vallco Shopping District Specific Plan Dear Ms. Shrivastava: Fehr & Peers is pleased to submit this proposal to work with the Project team and prepare the transportation impact analysis (TIA) for the Vallco Shopping District Specific Plan Project in Cupertino. The site, commonly known as Vallco Shopping Mall, has a long history and has transitioned from a successful indoor shopping destination in the 70’s and 80’s to now being essentially vacant. It is ideally located to creat e a mixed-use center with direct regional access and to capitalize on the City’s multimodal infrastructure investments. The potential redevelopment of the mall affords the City the opportunity to develop a plan that takes advantage of the site’s opportunities and to work with the community to provide a comprehensive understanding of the trade-offs between plan alternatives and to overcome the previous controversy regarding the site’s 2016 ballot initiatives. Fehr & Peers is looking forward to assisting the City to not only assess the proposed specific plan’s impacts and identify mitigation for the surrounding transportation system, but to work with you to minimize its effect on the nearby neighborhoods and to create effective Transp ortation Demand Management (TDM) and parking management plans to minimize traffic and parking intrusion. We have been involved in transportation studies in the City of Cupertino for over 20 years and have served as a trusted advisor to the City on projects such as:  Initial TIA for the Vallco Shopping District Specific Plan (2016)  Traffic analysis for the Wolfe Road/I-280 interchange improvement project (current project)  TIA for expansion of The Hamptons (2016)  TIA for Apple Park (Apple Campus 2) Environmental Impact Report (2013)  TIA and shared parking program for Main Street Cupertino (2013) Through these projects, we have a wealth of experience that will allow us to streamline the TIA. For example, we already have a well -developed TRAFFIX model that we can easily update for this study. We also have a VISSIM model for the Wolfe Road corridor that we can use to quickly evaluate 175 operations of intersections and proposed driveways along the mall. Plus we bring an in-depth understanding of SB 743 and effective technical approaches to develop VMT estimates for complex projects. Should you have any questions, please call Franzisk a Church, our Project Manager, at (408) 645-7014. We look forward to working with you and the project team to refine the study approach and our scope of work to deliver a successful project. We appreciate the opportuni ty to submit this proposal and look forward to working with you on this project. Sincerely, FEHR & PEERS Jane A. Bierstedt, PE Principal P17-3298-SJ Our mission is to empower every employee to develop effective and innovative transportation solutions that improve communities 176 Proposal: Vallco Specific Plan Transportation Impact Analysis Prepared for: City of Cupertino October 27, 2017 P17-3298-SJ 177 Table of Contents Project Understanding & Approach 1 About Fehr & Peers ............................................................................................................................................................................................................................................... 2 Commitment to Success ...................................................................................................................................................................................................................................... 2 Recent Relevant Projects ..................................................................................................................................................................................................................................... 2 Relevant Expertise 4 Transportation Analysis and Environmental Review ................................................................................................................................................................................. 5 Transportation Impact Analyses ....................................................................................................................................................................................................................... 5 Analysis Tools - MainStreet ................................................................................................................................................................................................................................ 6 Proposed Project Approach 8 Analysis Context ...................................................................................................................................................................................................................................................... 9 Study Area and Scenarios .................................................................................................................................................................................................................................. 10 Study Tasks .............................................................................................................................................................................................................................................................. 12 Optional Tasks........................................................................................................................................................................................................................................................ 18 Key Staff 21 Proposed Project Team ...................................................................................................................................................................................................................................... 22 Proposed Fee & Schedule 24 Proposed Fee .......................................................................................................................................................................................................................................................... 25 Preliminary Project Schedule ........................................................................................................................................................................................................................... 26 178 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 1 | Project Understanding & Approach 179 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 2 | About Fehr & Peers Fehr & Peers is a multimodal transportation planning and engineering firm with a local office in San José that has served Cupertino for over 20 years. Fehr & Peers currently has over 260 professionals located in 15 offices in the United States. We have over 85 professionals in our four Bay Area offices, ensur ing a deep bench of experienced professionals readily available to serve the City’s needs. We offer our clients the right combination of leading-edge technical skills and extensive knowledge of the communities in which we work to deliver comprehensive sol utions and superior client service. Commitment to Success Fehr & Peers is committed to providing excellent service and quality work to our clients. We are selective regarding the projects we choose to pursue to continually deliver high quality work produc ts on time and within budget. Fehr & Peers prioritizes opportunities to work with the City of Cupertino and is committing staff members with extensive Cupertino experience for this project. Recent Relevant Projects Fehr & Peers has recently worked on numerous projects in the vicinity of the project area, including the Apple Park, The Hamptons, and the I-280/Wolfe Road interchange. Our breadth of project experience in Cupertino serves as a basis for our understanding of the work necessary to meet the project scope and schedule. We will bring in-depth local experience to this project with Franziska Church as the Project Manager and Jane Bierstedt as the Principal-in-Charge. Fehr & Peers Services  Land Use & Transportation Planning (Specific Plans, Precise Plans, General Plans)  Transportation Impact Analysis  Multi-modal Simulation  Travel Demand Forecasting  Transportation Demand Management (TDM) Plans  Bicycle/Pedestrian Planning and Design  Transit Planning  Complete Street and Streetscape Projects  Traffic Engineering Design  Signing & Striping Design  Traffic Operations & ITS  Traffic Signal Design & Coordination  Conceptual Engineering & Feasibility Assessments  Traffic Calming and Neighborhood Intrusion  Parking Analysis  Curbside Management  Emerging Technologies and Autonomous Vehicles 180 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 3 | 181 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 4 | Relevant Expertise 182 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 5 | Transportation Analysis and Environmental Review Fehr & Peers has prepared hundreds of transportation sections for all types of California Environmental Quality Act (CEQA) documents. Our motivation to be the best transportation planning and engineering firm results in our extensive involvement in the development and interpretation of legal and policy thresholds that establish the defensibility of environmental documents. Unlike many firms that complete the transportation analysis and then simply hand it over to the environmental consultant, we work closely with the CEQA experts to ensure that the analysis is based on technical rigor and clearly communicates the study findings and potential impacts to agency staff, the general public, and decision-makers. The most recent example of this is the technical and policy advisory role that Fehr & Peers has undertaken with the State Office of Planning & Research for SB 743. This landmark legislation will change the CEQA study methodology and mitigation for land use and transportation projects by eliminating the use of leve l of service and establishing other pertinent automobile-based thresholds such as vehicle miles of travel (VMT). We fully understand the difference between required CEQA studies and those deemed necessary by the local jurisdiction and have been communicating this concept during the development of the SB 743 methodology. Transportation Impact Analyses Preparation of Transportation Impact Analyses (TIAs) is one of the core services provided by Fehr & Peers. We have completed hundreds of studies for public, private, and institutional clients to evaluate new land developments (e.g., an office park), redevelopment sites, changes to the street system (e.g., widening of a street), changes in circulation policies, and other actions that affect the transportation system. Examples of our recent TIAs in Cupertino and nearby jurisdictions include:  Apple Park (Apple Campus 2)  Main Street Cupertino  The Hamptons  City Place Santa Clara  Santa Clara Square  Moffett Park Drive 183 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 6 | Analysis Tools - MainStreet We thrive on challenging assignments in controversial environments and focus on providing innovative, yet practical solutions to complex problems. We have developed numerous analysis tools to enable us to quickly prepare technically accurate calculations that incorporate the latest transportation research. One of the tools that we will use for this project is MainStreet that incorporates MXD, the mixed -use trip generation model. The MXD model uses a series of site context variables, also known as the “D” variables, to accoun t for vehicle trip reductions for project-specific application. The MXD reductions are based on surveys at 239 sites throughout the United States, and provide a much more defensible process for estimating trip reductions for mixed-use sites than standard traffic engineering methods. With MainStreet, we can develop accurate traffic estimates for the numerous Vallco Specific Plan alternatives and their various land use combinations. Fehr & Peers has developed a process, known as the “Ds” of smart growth, whic h has been defined as key sustainability metrics in providing the building blocks for improving mobility for all modes of travel:  Density  Destinations  Development Scale  Diversity  Distance to Transit  Demand Management  Design  Demographics The Ds process was developed by Fehr & Peers to account for Vehicle Trip Reductions and associated reductions in Vehicle Miles of Travel associated with the variables. We have implemented our Ds process into a variety of travel demand forecasting applications throughout the country. 184 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 7 | 185 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 8 | Proposed Project Approach 186 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 9 | The purpose of this transportation impact analysis (TIA) is to identify potentially significant adverse impacts of the proposed Vallco Specific Plan alternatives on the surrounding transportation system an d to recommend mitigation measures, if needed. The impacts will be evaluated following guidelines of the City of Cupertino and the Santa Clara Valley Transportation Authority (VTA), the congestion management agency for Santa Clara County. It is our understanding that the transportation impact analysis (TIA) will evaluate four to five Specific Plan project alternatives, which will include:  No Project Alternative: Existing 1.2 million-square foot shopping mall at full occupancy  General Plan Buildout Alternative: Buildout of the area accrording to the Genereal Plan land use designations, primarily including office land uses, with additional commerical and residential uses  2 to 3 Land Use Alternatives: Two to three project alternatives that would be developed as part of the Specific Plan Analysis Context In December 2014 Cupertino’s City Council adopted its Community Vision 2040, which amended the City’s General Plan. In response to Senate Bill (SB) 743, which requires alternatives to automobile level of service (LOS) for evaluating transportation impacts, the updated General Plan no longer includes a LOS standard for intersection operations. Rather, the Mobility Element of the Community Vision 2040 includes guidance to balance the needs of all modes of transportation through measures such as vehicles miles traveled (VMT) and multi-modal analysis methods. Although SB 743 has been adopted at the State level, the Office of Planning and Research (OPR) does not anticipate releasing their final guidelines on how to implement it until late 2017 or early 2018; therefore we propose applying a hybrid approach that maintains the previous level of service standard thresholds for City intersections, providing a focus ed analysis on transit, bicycle, and pedestrian access, and preparing vehicle miles of travel (VMT) estimates. 187 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 10 | Study Area and Scenarios The preliminary study area and scenarios for the scope of work are described below. We will work with the City and Project Team to finalize the study area and scenarios during the Project initiation state. Analysis Locations The Scope of Work and associated Fee are based on evaluating preliminary lists of intersections and freeway segments. Study Intersections Per VTA TIA Guidelines, intersections where the project is anticipated to add more than ten trips per lane should be included in the analysis. Based on previous efforts, are scope and fee are based on 50 study intersections, which include Intersections in the City of Cupertino, and in the adjacent jurisdictions: the Cities of Sunnyvale, San Jose, and Saratoga and Santa Clara County. Nineteen are VTA Congestion Management Program (CMP) intersections are included. Freeway Segments Per VTA TIA Guidelines, freeway segments where the project is anticipated to add more than one percent of the segment’s capacity should be included in the analysis. Our scope and fee includes a total of 30 freeway segments, of which nine freeway segments are on SR 85, fifteen segments on I-280, four segments on I-880, and two freeway segments on SR 17. Analysis Scenarios The operations of the intersections will be evaluated during the weekday morning (AM) and weekday evening (PM) peak hours for the following scenarios: 188 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 11 | Scenario 1: Existing Conditions – Existing volumes obtained from counts. Scenario 2: Existing Plus Project Conditions – Scenario 1 volumes plus traffic generated by each of the proposed Specific Plan alternatives. This scenario also includes roadway modifications proposed by the alternatives. Scenario 3: Background Conditions – Existing volumes plus traffic from “approved but not yet built” and “not occupied” developments in the area and their required transportation system improvements. Scenario 4: Background Plus Project Conditions – Scenario 3 volumes plus traffic generated by each of the proposed Specific Plan alternatives plus their proposed roadway modifications. Scenario 5: Cumulative No Project Conditions – We will run VTA’s 2040 travel demand forecasting model to develop future volumes for the Year 2040. Scenario 6: Cumulative Plus Project Conditions – Scenario 5 volumes plus traffic generated by each of the proposed Specific Plan alternatives plus their proposed roadway modifications. Per VTA guidelines, we will also evaluate transit vehicle delay, left-turn, and ramp queuing, and project impacts on bicycle and pedestrian facilities. 189 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 12 | Study Tasks Fehr & Peers will complete the following tasks to fully evaluate the transportation impacts of the Specific Plan alternatives. Task 1. Prepare Initial Trip Generation and Finalize Scope of Work Under this task, we will develop initial project trip generation estimates. While Institute of Transportation Engineers (ITE) rates are used to estimate vehicle trips for many projects, VTA’s TIA Guidelines specifically state that this may not be the most appropriate method for all projects and that the lead agency should consider using alternative methods in cases such as:  When the land use context, such as high-density infill or development adjacent to transit, is not addressed by the ITE manual;  When the project includes a mix of land uses (mixed-use development type). The Vallco Plan area meets these criteria so we propose to use one of the methods identified by VTA, the NCHRP 8-51 method which is integrated into our MainStreet tool (asap.fehrandpeers.com/mainstreet). The directions of approach and departure will be estimated based on the locations of complementary land uses, existing travel patterns in the area, and previous studies conducted in the area. The project vehicle trip generation estimates, distribution pattern, and trip assignments will be submitted to the City for review and comment and will be refined to respond to comments received from City staff. The VTA Auto Trip Reduction Statement (Appendix C in the VTA TIA Guidelines) will be completed and provided as an attachment to the transportation study. 190 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 13 | Task 2. Collect Intersection Data This proposal assumes that new AM (7:00 to 10:00 AM) and PM (4:00 to 7:00 PM) intersection count s (including pedestrian, bicycle, and vehicular turning movement volumes) and field observations will be collected for all 50 study intersections. Apple Park is located immediately north of the specific plan area. Its construction is mostly complete but i t is only minimally occupied. We will discuss timing of the traffic counts with City staff and estimate the amount of traffic that would be added by full occupancy of the campus based on the occupancy rate at the time of the counts. Task 3. Conduct Background Research and Analysis The Fehr & Peers staff members assigned to this study are very familiar with the history, politics, physical attributes of Vallco, and development patterns in the surrounding communities through our previous work at the site, Apple Park (Apple Campus 2), and the I-280/Wolfe Road improvement project. We will continue to review recent studies, conduct research, and communicate with City staff to ensure that we are fully apprised of these issues. Task 4. Evaluate Intersection Operations We will use the level of service (LOS) method approved by VTA, which is currently based on the 2000 Highway Capacity Manual, to analyze the operations of the study intersections. Operations of the study intersections will be evaluated for mid-week AM and PM peak hours with level of service calculations using TRAFFIX analysis software for all analysis scenarios outlined in above. 191 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 14 | The analysis for Existing and Existing Plus Conditions will be based on recent counts collected as part of Task 2 and the trip estimates from Task 1. For the Background scenario we will use traffic projections for approved developments in Cupertino and surrounding jurisdictions to account for local growth in the area. Planned and funded roadway and intersection improvements will be included in the analysis. For the Cumulative analysis we will run VTA’s travel demand model to develop Year 2040 forecasts. If , however, VTA wants to run the models themselves, this could delay schedule and we would work with the City to develop an alternative approach for Cumulative forecasts. This could include developing a growth rate and/or including pending developments in our volumes. Task 5. Evaluate Freeway Operations Existing freeway segment operations will be obtained from the most recent CMP monitoring report and e valuated for Existing and Existing plus Project Conditions. Under Background and Cumulative Conditions, traffic impacts on CMP freeway segments in Santa Clara County will be identified when the addition of traffic causes a freeway segment ’s volume-to-capacity (V/C) ratio to exceed one (1.0) and the proposed project increases traffic demand on that segment by an amount equal to one percent or more of the segment capacity. This scope of work assumes that VTA will provide Fehr & Peers Year 2040 model projects for the study freeway segments. Task 6. Conduct Other Operational Analysis We will use the TRAFFIX analysis from Task 4 to evaluate the following project effects on the transportation system: 192 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 15 | - Transit Vehicle Delay (Existing, Background and Cumulative Conditions) - Left-Turn Queuing Analysis (Existing and Background Conditions) - On-ramp queuing at the Wolfe Road/I-280 interchange (Existing, Background and Cumulative Conditions) Task 7. Estimate VMT Fehr & Peers will prepare estimates of the vehicle miles traveled (VMT) due to the project for use in greenhouse gas (GHG) emissions estimation and in response to SB 743. We will develop the average trip lengths based on a select zone analysis from the City of Cupertino travel demand model. The VMT estimates will be prepared in 5 mile per hour speed bins. These estimates would be used by another consultant to estimate GHG emissions. Task 8. Conduct Neighborhood Intrusion Analysis The proposed project has the potential to add traffic to the residential streets in adjacent neighborhoods, including the area north of Stevens Creek Boulevard between Blaney Avenue and Wolfe Road as well as Miller Avenue just south of Stevens Creek Boulevard. The amount of project traffic potentially added to these areas and measures to reduce it will be addressed in the TIA. Task 9. Assess Pedestrian, Bicycle, and Transit Access We will evaluate how each of the project alternatives impacts pedestrian and bicycle access. Specifically, we will evaluate if the alternative would potentially disrupt existing pedestrian and bicycle facilities, eliminate existing pedestrian and/or bicycle facilities, interfere with planned pedestrian and bicycle facilities, increase conflicts between drivers, pedestrians, and/or bicyclists, or create inconsistencies or conflicts with adopted pedestrian and bicycle system plans, guidelines, policies, or standards. Similarly, for transit we will evaluate if proposed alternatives conflict with existing or planned transit facilities, generates potential transit trips in excess of 193 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 16 | available capacity, substantially increases transit delay, or do not provide adequate facilities for pedestrians and bicyclists to access transit routes and stops. Task 10. Evaluate Parking Supply The proposed parking supply will be evaluated in comparison to City Code requirements. The projected demand will be evaluated using ITE rates and shared parking, where appropriate. The potential for parking demand spillover to adjacent streets and neighborhoods will be evaluated. Task 11. Identify Significant Impacts and Recommend Mitigation Measures The results of the level of service calculations for Existing Conditions would be compared to the results for Existing Plus Project Conditions to identify project impacts under CEQA. Similarly, the results of the level of service calculations for Background and Cumulative Plus Project Conditions will be compared to the results for the appropriate No Project Conditions to identify project and cumulative impacts under City and CMP guidelines. Mitigation measures will be identified for locations with significant impacts. These will include capacity enhancements such as lane additions and lane reassignments. Modifications to intersection operations, including changes to signal phasing and timing, will also be considered. If more substantial capacity enhancements are needed, they will be identified, and the project’s fair share contribution (in terms of peak hour traffic volumes) will be calculated. Measures to reduce the project’s traffic demand, such as through Transportation Demand Management (TDM) measures or lan d use changes, will also be identified. The effect of the project (or identified mitigation measures) on transit and bicycle and pedestrian facilities will be evaluated in terms of conflicts with existing or planned facilities or creation of hazardous cond itions for bicyclists or pedestrians. Measures to improve site access for pedestrians, bicyclists, and transit riders will be identified. 194 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 17 | Task 12. Prepare Documentation We will document the findings in a TIA report that will include text, graphics, and tables to describe study analysis methods and results, the potential transportation impacts of the proposed project, and corresponding mitigation measures. We will submit the Administrative Draft TIA in electronic format for review by the City and the environmental consultant. We will respond to comments on the Administrative Draft TIA report and prepare the Draft TIA. Fehr & Peers will submit the Draft TIA in electronic format for review by the City, VTA, Environmental Consultant, and other agencies as applicable. Once responses to the comments have been incorporated, we will produce a Final TIA and submit an electronic for inclusion in the Draft Environmental Impact Report. Task 13. Prepare Responses to Public Comments One of our key attributes is the preparation of adequate and legally defensible responses to transportation - related comments on EIRs. We will work with the City and EIR consultant to determine which comments require master responses and which comments require individual responses and submit the responses in a memorandum. We will also submit changes to the Draft EIR language based on the comments for including in the Final EIR. We will also prepare four additional responses to comments memoranda for comets that are received after the close of the public review period. Task 14. Coordinate Study and Attend Meetings Constant communications with City staff, the EIR consultant, and the Specific Plan team will be key to ensuring that the study is focused and stays on schedule. Therefore the scope of work includes attendance at a kick-off 195 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 18 | meeting, 20 conference calls, and six in-person meetings. Per the RFP, the fee also includes attendance at up to eight public hearings and preparation of staff reports, or portions thereof. Optional Tasks The scope of work proposed above outlines an approach to fully evaluate the project alternatives and satisfy VTA and CEQA requirements. However, there are some optional tasks that the city might want to consider to provide additional detail to the public and decision makers about operational considerations for the Specific Plan, including the requested Transportation Demand Management (TDM) plan. The optional tasks outlined here are not included in our fee estimate. Optional Task A - Prepare Transportation Demand Management (TDM) Plan We will prepare a TDM Plan to reduce the amount of traffic generated by the development envisioned under the Specific Plan alternatives. The Plan will identify attributes of the site context, nearby transportation services, and site design measures that will reduce traffic. It will also identify programmatic measures and strategies that can be implemented by property managers and future employers to encourage employees to travel by ridesharing, transit, bicycling, and walking. The City could consider creating a Transportation Management Agency (TMA) to provide area wide measures. We will use our TDM+ tool to estimate the TDM reductions that could be achieved. Optional Task B: Evaluate Saturday Intersection Operations Saturday peak hour intersection analysis is not included in our initial scope of work, since only retail uses would primarily add trips to the roadway network during this time period (i.e., office and housing uses have relatively low Saturday peak hour trip generation rates). Additionally, the surrounding roadway network generally has greater available capacity on weekends to accommodate added retail traffic. As an optional task, Fehr & Peers can conduct a focused analysis of weekend operations for intersections along Wolfe Road (Homestead Road to Stevens Creek Boulevard) and Stevens Creek Boulevard 196 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 19 | (Perimeter Road to Lawrence Expressway) using TRAFFIX analysis software for the “No Project” and “Plus Project” scenarios under Existing and Background Conditions. This task would require additional data collect ion to capture existing Saturday peak period traffic volumes. Optional Task C.1: Conduct Corridor Analysis along Wolfe Road and Evaluate Site Access To effectively evaluate access to the site and balance the needs of all modes (pedestrians, bicyclists, transit users, and vehicles), Fehr & Peers will update the VISSIM microsimulation model to evaluate operations of the Wolfe Road corridor between the Homestead Road and Stevens Creek Boulevard and the Vallco Parkway corridor between Wolfe Road and Tantau Avenue under Background plus Project Conditions. We will use the model to evaluate roadway operations, to assess the effects of the proposed driveways on Wolfe Road and Vallco Parkway, and to identify improvements to reduce congestion and bottlenecks. Improvements may include signal timing and phasing changes, added lanes, lane reassignments, turn pocket extensions and other geometric changes. Using the results from the VISSIM model, we can also conduct a site access and circulation assessment to ensure safe and efficient circulation of vehicles, including delivery vehicles, bicycles and pedestrians around the Project site and on the roadways adjacent to the Project site, including:  Site access and interface with roadway network  Delivery vehicle access/circulation and loading zone design  Parking garage access and circulation  Emergency vehicle access and circulation  Vehicular circulation and roadway sizing within the site  Pedestrian access and circulation within and adjacent to the site  Bicycle access and circulation within and adjacent to the site 197 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 20 |  Transit access to the site  Pedestrian access to and from transit stops Optional Task C.2: Conduct Corridor Analysis along Stevens Creek Boulevard As an optional task we will expand the corridor analysis to include the Stevens Creek Boulevard between Perimeter Road and Lawrence Expressway Optional Task D: Evaluate Construction Traffic Impacts As an optional task we will evaluate construction traffic impacts using the estimated number of trucks and construction workers that will be on site on a given day and the rerouting of traffic that may occur with road detours or staging. Construction parking will also be evaluated based on the number of workers and construction phasing. If construction impacts are identified, mitigation measures such as a construction traffic management plan will be listed and will ultimately include truck routes and construction hours. 198 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 21 | Key Staff 199 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 22 | Proposed Project Team The proposed Fehr & Peers team is composed of passionate planners and en gineers with the expertise and knowledge necessary to work with Cupertino staff, the EIR consultant, the Specific Plan team, City decision makers, and the community to create a technically accurate Transportation Impact Analysis on an accelerated schedule. Our team members are specialists in TIAs and have numerous years of experience in Cupertino. Franziska Church, AICP, Project Manager Franziska Church, AICP, will be the Project Manager. She has an excellent working relationship with City staff through previous work on the site and was the author of the transportation chapter of the Apple Park (Apple Campus 2) EIR. Franziska has proven an effective project manager and planner, and her ability to address clients’ needs has led to the successful completion o f numerous transportation impact studies, environmental impact reports, parking studies, and traffic calming and traffic engineering stu dies. Jane Bierstedt, PE, Principal-in-Charge Jane Bierstedt, PE, will be the Principal-in-Charge. Jane has been involved in transportation projects in Cupertino for over 30 years, including studies for Vallco Fashion Park expansions, Apple’s headquarters, Apple Park, and Main Street Cupertino. Ms. Bierstedt has 35 years of professional experience in transportation planning and engineering. She is well-versed in the relationship between land uses and transportation and parking demand and specializes in Specific Plans and the transportation and circulation sections for their environmental documents. Ashley Brooks, PE, Project Engineer Ashley Brooks will be the Project Engineer. Ashley has conducted traffic operations analysis in the vicinity of the site and is the Project Engineer for the I-280/Wolfe Road interchange upgrade project. Ashley has substantial experience in transportation planning and engineering studies. She has served as Project Manager or Project Engineer on numerous Transportation Impact Analysis Reports and Environmental Impact Reports. 200 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 23 | 201 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 24 | Proposed Fee & Schedule 202 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 25 | Proposed Fee Our cost estimate to conduct our preliminary scope of work is summarized below. This fee is based on our assumptions outlined in the analysis approach and we are happy to discuss the final scope and associated fee with City staff to ensure we are meeting the analysis objectives. Task Cost Data Collection (50 intersections) $33,500 Impact Analysis 179,900 Documentation $40,000 Meetings and Team Collaboration $37,000 Total $290,400 203 Vallco Specific Plan Transportation Impact Analysis Proposal October 27, 2017 | 26 | Preliminary Project Schedule We understand that schedule is an imperative aspect of the project and that the City seeks to develop the Specific Plans and complete the EIR by Fall of 2018. To meet this ambitious goal, there are several key milestone for the TIA that would need to be met, which are outlined below. Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Data Collection Scope Negotiations No Project Analysis Project Analysis Response to comments/EIR Approve Project 204 October 19, 2017 Ms. Aarti Shrivastava Assistant City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Subject: Vallco Specific Plan Economics Services Proposal; EPS #171128 Dear Aarti: On behalf of Economic & Planning Systems, Inc. (EPS) and our team members, I am pleased to submit this response to the City of Cupertino’s Request for Preliminary Proposal to provide real estate economics and fiscal impact analysis services in support of the Vallco Specific Plan. We have assembled an outstanding team of professionals representing a pool of talent with deep experience in planning and development in the Bay Area. In this proposal, the EPS team includes BKF Engineers, Saylor Consulting (cost estimators), and Main Street Property Services (retail market experts). The EPS team has extensive experience working in Cupertino, and is familiar with the development opportunities and challenges associated with the Vallco site. In addition, our team brings a wealth of experience working on complex urban development and redevelopment planning and implementation throughout California and the western US. We understand that the City is seeking a consultant to prepare a well- crafted market and financial feasibility analysis and fiscal impact assessment. We believe that the EPS team is uniquely qualified to provide these services. Founded in 1983, EPS is a nationally known real estate economics consulting firm with core competencies in real estate development and land use policy. With over 40 professional staff and offices in Oakland, Los Angeles, Sacramento, and Denver, EPS has worked successfully with hundreds of public- and private-sector clients and has established a reputation for both rigor and creativity. The firm emphasizes a hands- on, client-oriented approach and the provision of objective, well- documented analyses. EPS has long worked with cities and real estate developers throughout California evaluating development economics and development impacts, identifying potential for value capture, and establishing and implementing community benefits programs. Beyond our work 205 Vallco Specific Plan - Economics October 19, 2017 Page 2 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx in Cupertino, recent projects of particular relevance include work in San Francisco, Palo Alto, Berkeley, Redwood City, and Sunnyvale. All of these projects involved economic and financial analyses related to development feasibility and community benefits. The attached Scope of Work offers focused economic and financial services to support the preparation of the Vallco Specific Plan, which is anticipated to be undertaken on a fast-paced timeline through fall 2018. In addition to supporting the Specific Plan, we believe that analytical outputs from the EPS team’s effort will provide valuable information for future Development Agreement negotiations, which likely will occur subsequent to the Specific Plan process. The Scope of Work briefly describes potential follow-on work related to the DA, but it is anticipated that these additional efforts would be agreed upon before commencement of a second phase of work. As the leader of the EPS team, I am personally committed to the success of this engagement, and will participate in a hands-on manner. I will act as Principal in Charge, supported by the experienced and talented EPS staff in our Oakland office, as well as our subconsultants. I am available for meetings or by phone as needed, and the proposed Scope of Work includes the requested in-person engagements. I welcome the opportunity to discuss this proposal and also would be pleased to supply any additional information you may require. Please contact me at (510) 841-9190 or at bsigman@epsys.com. EPS has been very pleased to assist the City of Cupertino with land use development economics services in the past and we very much look forward to working with you, if selected, to accomplishing a successful plan for Vallco. The Scope of Work and estimated budget included herein represents our best understanding of your needs at this time. We would be happy to refine the proposed work scope as needed to best meet your needs. Sincerely, ECONOMIC & PLANNING SYSTEMS, INC. Benjamin C. Sigman Principal 206 Economic & Planning Systems, Inc. 1 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx Proposed Preliminary Scope of Work Vallco Specific Plan Real Estate Economics and Fiscal Analysis Technical Services The following Scope of Work describes the EPS team’s proposed approach to support the City of Cupertino (City) with preparation of a Specific Plan for the Vallco site. The work is divided into several tasks, with each task described in detail below. Task 1: Project Initiation EPS will attend a Project Initiation meeting to clarify the scope and schedule for the engagement, obtain background documents and other information, and discuss key issues to be addressed through technical economic and financial research and analysis efforts. EPS will lead a discussion concerning recommended approaches to the work and analytical outputs requested by the City. As part of Project Initiation, EPS will coordinate with the City and its Planning Consultant to establish a projected timeline for the engagement, with target dates for potential check-in calls and meetings, draft and final deliverables, workshops and hearings, and other key milestones. Task 2: Value- and Cost-Side Inputs for Financial Analysis EPS will establish and document real estate market potential and development cost factors relevant to the Vallco site. As part of its market assessment, EPS will consider broad market trends as well as detailed information concerning new, high-performing local and regional comparable projects, including their market positioning, architectural format, amenity offerings, and market value. The outputs from this market research will serve as critical inputs to the subsequent pro forma cash flow financial feasibility analysis. Also as part of Task 2, BKF Engineers and Saylor Consulting will provide cost-side inputs for the financial analysis, including horizontal and vertical development cost assumptions. The EPS team will assess market values and development costs for the range of land uses contemplated for the Vallco site. This preliminary proposal assumes analysis of up to four (4) primary land uses contemplated at the Vallco site, likely office, retail, residential, and hotel uses. For these uses, the Task 2 work effort will establish market trends, market valuations, and construction costs:  Market Trends. EPS will research and document trends in lease rates, vacancy rates, new product deliveries, and other relevant market data for each land use category, locally and regionally. These data will offer a critical market-focused geographic and historical context for preparation of Specific Plan alternatives. In addition, EPS will consider real estate product trends that are relevant to planning for the Vallco site. Of particular importance, EPS will collaborate with Steve Lawton of Main Street Property Services to accurately characterize and assess retail potential at Vallco.  Market Valuations. EPS will study real estate market product values in the local and regional market, including sale values and lease rates for product types that may be most appropriate for development at the Vallco site. This focus on product valuation will hone in on specific building sale and lease transactions. EPS will consider a range of potentially 207 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 2 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx comparable projects, developing case studies as appropriate, to establish market data for subsequent financial pro forma feasibility analysis.  Construction Costs. The EPS team will assess development costs, including for overall horizontal development of the project site and for prototypical real estate projects. In consultation with BKF Engineers, the EPS team will identify site conditions and horizontal development needs and associated costs, including building removal, backbone roadways, and utility infrastructure improvements.1 Further, in consultation with Saylor Consulting, EPS will pinpoint current vertical development costs for prototypical real estate development projects.2 Through this robust horizontal and vertical development cost analysis, the EPS team will establish current, defensible cost projections associated with the development of the Specific Plan area, ensuring that the financial feasibility analysis is reflective of site- specific challenges and current real estate development conditions.3 The data and findings from Task 2 will provide the basis for EPS evaluation project feasibility in Task 3 as well as potentially inform future negotiations with the project applicant. Task 3: Real Estate Financial Feasibility A site-specific pro forma financial feasibility model and analysis for the Vallco Specific Plan will offer critical input to preparation of Specific Plan alternatives and also will be available to support future Development Agreement negotiations. In Task 3, EPS will develop a pro forma financial analysis to inform the overall financial viability of project alternatives, as well as the potential for the Specific Plan to fund community benefits. The pro forma financial model prepared for this effort will support testing of development alternatives and key real estate development variables. EPS will rely on a “static” (stabilized year) pro forma financial analysis to test project alternatives’ feasibility and to determine their ability to support community benefits. The EPS pro forma will detail the development program by use, with cash flow analysis and development cost budgets for each. The model will establish the residual land value for each land use (i.e., value net of development costs including required developer returns). These residual land value estimates will establish project feasibility and provide a gauge on the potential for additional community benefits. 1 Horizontal cost analysis includes up to three (3) distinct plan layouts. It is anticipated that additional alternatives may be established and costed based on these initial horizontal development studies. 2 Vertical cost analysis will focus on two (2) primary building prototypes, likely one residential and one commercial prototype, to establish current construction cost factors. Additional building cost estimates may tier off these initial cost studies as necessary. 3 The EPS team believes that detailed costing is appropriate, given recent cost escalation conditions in the Bay Area and the likelihood that a realistic and well-documented development costs will be critical to future negotiations with a project applicant. 208 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 3 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx This preliminary proposal assumes financial analysis of up to five (5) Specific Plan alternatives that evolve from the public outreach process, with sensitivity analysis around each, as appropriate. It is anticipated that preparation of preferred alternatives will be an iterative process, with refinements to the five initial program tests that seek balance physical aspects of the project, financial performance, community benefits, and other factors. EPS will collaborate with the City and its Planning Consultant to establish a preferred Specific Plan in Task 5 of this Scope of Work. Initial feasibility testing in Task 3 ensures that the Specific Plan alternatives will be financially viable, and if not, assesses the degree to which public subsidies may be required to achieve feasibility. In a future phase of work (not included in this Scope of Work), the pro forma model and analysis also can be used to inform deal points and to test alternative development strategies and financial alternatives. EPS’s model programming will provide a means of testing market and financial assumptions, such as rates of return, development programs, phasing, and other project characteristics. As part of model development, EPS will coordinate with the City to ensure that the EPS model will meet the needs of the anticipated future Development Agreement negotiation process. Task 4: Fiscal Impact Analysis EPS will conduct a fiscal analysis that evaluates the ongoing impact of Vallco alternatives on the City’s General Fund at buildout. EPS will build on prior fiscal analyses conducted for Cupertino, using the most recent City budget as the basis for cost analysis. The fiscal impact analysis will estimate public service costs using an average cost methodology, except where project impacts are likely to have unique and quantifiable fiscal cost effects on the City. The analysis also will consider General Fund revenues attributable to Specific Plan alternatives, including property tax, sales tax, transient occupancy tax, and other sources, as appropriate. Based on estimates of General Fund costs and revenues, EPS will estimate the net annual fiscal impact on the City for five (5) Specific Plan alternatives, conducting sensitivity analysis as needed to establish the likely range of potential fiscal outcomes. Task 5: Program Recommendations Considering the analytical outputs from Task 3 and Task 4, and in close coordination with the City, EPS will recommend program elements for inclusion in Vallco Specific Plan alternatives. The EPS proposal assumes that the City and its Planning Consultant ultimately will advance five alternatives, potentially including a baseline (no project), current General Plan, and three (3) other new alternatives, which probably will include housing. To assist the City with program recommendations, EPS will rely on financial feasibility testing and fiscal impact assessment to inform recommended real estate formats, development densities, program mix, infrastructure investments, public realm improvements, and other program characteristics as appropriate. EPS will finalize the financial feasibility analyses and fiscal impact analyses for up to five final Specific Plan alternatives. Task 6: Meetings and Public Hearings EPS is available to attend meetings with City staff and the consulting team, and also to make presentations, as requested by the City. Our preliminary proposal includes EPS in-person attendance at two (2) public outreach workshops and (8) eight hearings, as well as conference calls as needed. Additional in-person meetings and presentations may be requested and would 209 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 4 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx be billed on a time-and-materials basis at standard hourly rates or agreed upon through a contract amendment. Optional Negotiation Support It is understood that establishing market viability, assessing the potential of the Specific Plan to provide community benefits, and evaluating economic and fiscal impacts will be the primary goals of EPS’s analyses. It also is understood that the project applicant likely will request a Development Agreement with the City and that future project negotiations may benefit from technical tools and information prepared as part of this Scope of Work. EPS is available to review and assess the impact of critical project deal points on project feasibility, including for example community benefits, unique cost factors, and the timing effects of phased development. Negotiation support would be conducted on a time-and-materials basis at standard hourly rates or agreed upon through a contract amendment. Deliverables The preliminary proposed Scope of Work includes EPS delivery of three technical memoranda. It is anticipated that these documents would cover (i) financial feasibility, (ii) fiscal impacts, and (iii) recommendations concerning Specific Plan alternatives. It may be that the memoranda are organized by subject matter or, alternatively, released sequentially over the duration of the process to provide updates on all aspects of the study. EPS will author each memorandum, accept one-round of consolidated comments from the City and its Planning Consultant, revise the memorandum as appropriate, and finalize the document. It is anticipated that these memoranda will provide significant content for staff reports and public presentations, but the authorship of such additional project documents would be conducted on a time-and-materials basis at standard hourly rates or agreed upon through a contract amendment. Proposed Budget The budget estimate associated with the Scope of Work in this Preliminary Proposal is $146,200. This not-to-exceed budget includes all anticipated project costs. While EPS strongly recommends the inclusion of a cost estimator and retail expert, the project can be completed for approximately $118,700 if the efforts of these subject experts are excluded from the Scope of Work. The estimated average cost per in-person engagement, including workshops and hearings, is $1,880. This estimate assumes that the EPS Principal attends all meetings and an EPS Associate attends one-third of the meetings. Charges for EPS time are based on the amount of time actually spent. Expenses for travel, data, facsimiles, copying, and other project related items are billed at cost. Table 1 below details our not-to-exceed budget for the Scope of Work. 210 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 5 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx Table 1 Budget Estimate for Vallco Specific Plan Economics Services Project Team EPS organizes projects to bring the most relevant in-house talent to each assignment. While our staff works fluidly to produce project analyses and deliverables, each engagement is assigned a Principal-in-Charge who bears the ultimate responsibility for a project’s successful completion and who is available to the client on a day-to-day basis. EPS also will assign a project manager to assist the PIC. The following EPS staff will play a primary role in this effort:  Benjamin C. Sigman, Principal at EPS, will serve as Principal-in-Charge of the EPS team. He will be the primary point of contact for the engagement and will be responsible for the coordination of EPS team work products, including technical work, deliverables, and correspondence. Ben brings more than 15 years of experience providing economics, land use, and real estate advisory services to public, private, not-for-profit, and institutional clients. His experience spans residential, retail, office, industrial, hospitality, entertainment, infrastructure, and open space conservation projects throughout the United States. He has advised on urban infill, transit-oriented development, and brownfield redevelopment as well as large-scale master-planned developments and habitat conservation plans. Ben holds a Bachelor of Arts in Economics from Colby College and a Master of Science in Agricultural and Resource Economics from the University of California, Davis. Task/Staff Cost EPS Total Description PIC Associate RA Subtotal BKF Saylor MSPS Expenses Cost Task 1: Project Initiation 4 4 2 $1,880 $0 $0 $0 $0 $1,880 Task 2: Value- and Cost-Side Inputs for Financial Analysis 16 60 40 $18,500 $25,000 $10,000 $7,500 $1,300 $62,300 Task 3: Real Estate Financial Feasibility (5 Alternatives)30 80 10 $21,200 $5,000 $10,000 $0 $0 $36,200 Task 4: Fiscal Impact Analysis (5 Alternatives)12 60 12 $13,860 $0 $0 $0 $0 $13,860 Task 5: Program Recommendations and Analysis (5 Alternatives) 16 20 8 $8,140 $5,000 $0 $0 $0 $13,140 Task 6: Meetings and Public Hearings 60 20 0 $18,100 $0 $0 $0 $720 $18,820 Billing Rates *$250 $155 $130 Total Project Costs $81,680 $35,000 $20,000 $7,500 $2,020 $146,200 * Billing rates shown are applicable during 2017 and are subject to change annually. EPS Staff Subconsultants 211 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 6 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx Other key members of the EPS team include:  Daniel Schaefer, PE | LEED® AP, QSD, Principal at BKF, will lead and serve as point of contact for the BKF effort. Utilizing BKF’s problem solving abilities, and by understanding and aligning his client interests, Dan leverages BKF efforts to maximize value. He enjoys working with clients during the feasibility, alternative analyses, and planning process to ensure that the project’s viability is considered early and throughout implementing the project. Dan’s 28 years of joint public and private experience provide a unique perspective to projects. In working with clients to create a shared vision, Dan implements those ideals into practical solutions with clear intent.  Stephen Lawton is a Retail Consultant for Main Street Property Services. He provides advisory services to owners, developers, and public agencies seeking to establish or reposition walkable, mixed-use retail districts. Steve is dedicated to assisting Main Street’s clients navigate the complex physical, financial, governance and community issues that accompany urban infill development. He advises clients proposing new, mixed-use buildings or communities, including on retail market feasibility, site planning, entitlement support, public outreach, architectural review, shell specification, and community governance. He also consults with public sector clients grappling with changes in their retail streets, offering guidance on capital improvement programs and economic development strategies. Steve holds a BA degree in Economics from the University of California, Berkeley, is a published author, and a licensed real estate broker.  Andrew Chalabardo, Senior Project Manager at Saylor Consulting Group, will lead and serve as point of contact for the Saylor Consulting effort. Andrew is a Chartered Quantity Surveyor (MRICS) and Professional Quantity Surveyor with the Canadian Institute of Surveyors (PQS) with expertise in budget control from project inception to project completion. His clients include government investment funds, private investment funds, real estate developers, major lenders, and investment banks. Firm profiles for EPS, BKF, and Saylor Consulting are enclosed. Additional information and references are available upon request. 212 Economic & Planning Systems, Inc. 7 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx ECONOMIC & PLANNING SYSTEMS, INC. The Firm Economic & Planning Systems, Inc. (EPS) is a land economics consulting firm experienced in the full spectrum of services related to real estate development, the financing of public infrastructure and government services, land use and conservation planning, and government organization. Guiding Principle EPS was founded on the principle that real estate development and land use-related public policy should be built on realistic assessment of market forces and economic trends, feasible implementation measures, and recognition of public policy objectives, including provisions for required public facilities and services. Areas of Expertise  Real Estate Market and Feasibility Analysis  Public Finance  Fiscal and Economic Impact Analysis  Reuse, Revitalization, and Redevelopment  Real Estate Transactions and Negotiations  Regional Economics and Industry Analysis  Land Use Planning and Growth Management  Open Space and Resource Conservation  Government Organization  Transportation Planning and Analysis  Asset Valuation and Repositioning Clients Served Since 1983 EPS has provided consulting services to hundreds of public- and private-sector clients in California and throughout the United States. Clients include cities, counties, special districts, multi-jurisdictional authorities, property owners, developers, financial institutions, and land use attorneys. Staff Capabilities The professional staff includes specialists in public finance, real estate development, land use and transportation planning, government organization, and computer applications. The firm excels in preparing concise analyses that disclose risks and impacts, support decision making, and provide solutions to real estate development and land use-related problems. EPS Locations Oakland, Sacramento, Los Angeles, and Denver EPS Web Site www.epsys.com 213 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 8 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx Real Estate Market and Financial Feasibility Analysis EPS prepares technically rigorous real estate market and financial feasibility analyses for private- and public-sector clients. EPS’s market analyses provide a research-based assessment of real estate conditions to estimate potential market support for real estate projects and urban development plans. These market analyses range from high-level evaluations of existing market information to detailed, project-specific market demand forecasts that rely on consumer surveys and other primary research. EPS’s financial feasibility analyses evaluate the potential financial returns and related feasibility of real estate projects, drawing on market pricing and absorption potential, analysis of development costs, and a keen understanding of real estate investor objectives. The feasibility analyses include pro forma cash flow models that test feasibility under various project alternatives, market assumptions, financing and partnership options, disposition strategies, and measures of financial return. EPS’s market and financial feasibility analyses support a range of real estate-related activities, as described below.  Market Demand Analyses—EPS market demand analyses provide a realistic assessment of real estate-market trends to determine the potential market support for a given project or land use plan. Depending on the needs of the project, EPS market analysis efforts range from evaluations of existing market information to provide market value assumptions for financial feasibility estimates to detailed project-specific market forecasts using consumer surveys and other primary research.  Project Feasibility—EPS prepares real estate market and financial feasibility analysis for mixed-use, retail, office, housing, lodging, or entertainment projects. Pro forma cash flow models are utilized to test feasibility under a range of project alternatives, financing, and partnership options, disposition strategies, and measures of financial return. Project feasibility analyses are commonly used to determine the economic value of requested change(s) to land use and zoning regulations.  Developer Negotiations—EPS prepares feasibility studies and economic analyses to support real estate and infrastructure negotiations involving public and private participants. These negotiations have resulted in development agreements, owner participation agreements, and participation and disposition agreements.  Public/Private Financing—EPS evaluates the optimal levels of public financial support to attract developer interest or to complete the financing program for a proposed project. Project experience includes identifying and forecasting potential funding sources; allocating capital costs among participating entities; public finance negotiations, including drafting development agreements; and formulating assessment rates, special tax formulas, and fee ordinances. 214 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 9 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx Representative Clients Cities Anaheim, California Aspen, Colorado Auburn, California Berkeley, California Boulder, Colorado Chico, California Citrus Heights, California Concord, California Cupertino, California Davis, California Folsom, California Fremont, California Los Angeles, California Merced, California Modesto, California Napa, California Oakland, California Palo Alto, California Pleasanton, California Redding, California Redwood City, California Richmond, California Rocklin, California Roseville, California Sacramento, California San Clemente, California San Francisco, California San Jose, California San Luis Obispo, California San Mateo, California Santa Barbara, California Santa Monica, California Santa Rosa, California Seaside, California Sunnyvale, California Truckee, California Turlock, California Vacaville, California Vallejo, California Ventura, California Walnut Creek, California Watsonville, California Winters, California Counties Alameda, California Contra Costa, California El Dorado, California Marin, California Mendocino, California Merced, California Monterey, California Orange, California Placer, California Pitkin County, Colorado Sacramento, California Sutter, California Yolo, California Yuba, California San Joaquin, California San Luis Obispo, California San Mateo, California Santa Cruz, California Sonoma, California Public Agencies and Special Districts Alameda County Congestion Management District Alameda Reuse and Redevelopment Authority Bay Area Rapid Transit District Capital Area Development Authority Capital District Transportation Authority, New York Contra Costa LAFCO East Bay Regional Park District El Dorado Hills CSD El Toro Redevelopment Authority Fort Ord Reuse Authority Incline Village G.I.D. Los Angeles Community Redevelopment Agency Olivehurst Public Utility District Port of Los Angeles Port of Oakland Port of San Diego Port of San Francisco Sacramento Area Council of Governments Sacramento Open Space Commission Sacramento Regional Transit San Joaquin Council of Governments Transmission Agency of Northern California Tri-Valley Wastewater Authority Treasure Island Development Authority State Agencies California Attorney General California Coastal Conservancy California State Department of Fish and Wildlife Caltrans Private Sector AEW Capital Management Aspen Skiing Company A. Teichert & Son Beazer Homes Buzz Oates Enterprises Callahan Property Company Camray Development and Construction Co. Catellus Development Corporation Centex Continuum Partners LLC Corrie Development Corporation DKM Investments, Inc. El Dorado Hills Development Co. FHK/Ward Company First Commercial Bank Forest City Development Georgia-Pacific General Growth Partners Graham Development Company Granite Power and Development Co. Hyatt Rickeys The Hofmann Company Jones Lang LaSalle JPI West Coast Construction KB Home Kaiser Permanente L & P Land Development Lennar Communities Lewis Homes McClellan Business Park McCuen Properties Morrison Homes Pacific Construction Company Pacific-Teal Development Pacific Telesis Pacific Gas & Electric Properties Powell Development Prometheus Development Company Prudential Development Group Pulte Homes, Inc. Resort Development Company Reynen & Bardis Communities Sears, Roebuck and Co. Shaffer Management Group Southern Pacific Transportation Co. Sterling Pacific Assets The DeSilva Group The Hodgson Company The MacDiarmid Company The Pivotal Group The RREEF Funds Wadsworth Golf Construction Waterworld Resorts, Inc. WCI Communities, Inc. Educational Institutions Chabot-Las Positas Community College District Rocklin Unified School District Sacramento State University University of California, Berkeley University of California, Merced University of California, Office of the President University of California, Santa Cruz 215 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 10 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx EPS Project Examples Peery Park Community Benefits Financial Analysis Sunnyvale, California The Peery Park area of Sunnyvale, like many other older low-rise office and industrial areas in Santa Clara County, is in the midst of a transformation from homogeneous low-density commercial business parks to higher-density, modern, mixed-use districts. To guide the transformation of this area, the City of Sunnyvale embarked on the preparation of a Specific Plan for the area. The hope is that the planning work will promote revitalization and intensification of Peery Park. The evolution of Peery Park offers a range of economic and fiscal benefits for the City, and also potential opportunities for achieving additional community benefits through incentive zoning. The EPS engagement with the City of Sunnyvale focused on development economics and, specifically, the potential economic value created by optional up-zonings contemplated by the proposed Peery Park Specific Plan. In collaboration with City staff, EPS identified a range of real estate development scenarios (i.e., real estate product “prototypes” and their associated land, parking, and other site and building characteristics). The analysis established base-case scenarios for comparison to scenarios that take advantage of higher density allowances that might be made available through incentive zoning. The financial analysis of base-case and higher-density alternatives evaluated the value created by the potential zoning incentives and explored through sensitivity analysis the value created or lost under a range of economic and market conditions. The City relied on the EPS financial analysis as a key input in the crafting of Peery Park community benefit requirements. Project Reference: Connie Verceles Economic Development Manager, City of Sunnyvale (408) 730-7256 cverceles@sunnyvale.ca.gov Peery Park Study Area 216 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 11 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx 2211 Harold Way - Downtown Berkeley Community Benefits Financial Analysis Berkeley, California The 2211 Harold Way project is an 18-story, 180-foot mixed-use tower proposed for development in Downtown Berkeley. The project was the first to request approval under the City’s Downtown Area Plan and its 2012 zoning ordinance, which requires “significant community benefits” for structures taller than 75 feet. The City of Berkeley engaged EPS to assist with review of the community benefits proposed by the 2211 Harold Way applicant. EPS reviewed the applicant’s community benefit proposal and quantified its economic value. The analysis focused on the value attributable to two key elements of the proposal, a Project Labor Agreement (PLA) and the inclusion of a movie theater in the project. EPS evaluation of the PLA relied on interviews with local Labor representatives, interviews with local developers, and a review of academic literature on the topic. The EPS analysis of the movie theater proposal identified the market value of the movie theater use, and compared that value to the cost of development, to establish the private-funding gap that would exist in the absence of the community benefits program. The EPS analysis provided quantitative results that informed the Berkeley Zoning Adjustments Board’s review of community benefit requirements and the decision to grant the project its Conditional Use Permit. Project Reference: Shannon Allen Principal Planner, City of Berkeley (510) 981-7430 ShAllen@ci.berkeley.ca.us MVEI Architecture and Planning 217 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 12 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx 2190 Shattuck - Downtown Berkeley Community Benefits Financial Analysis Berkeley, California EPS currently is assisting Mill Creek Residential (MCR) with financial analysis of their proposed project and community benefits offering associated with 2190 Shattuck Avenue within the Berkeley Downtown Area Plan. MCR is seeking to develop a 180-foot tower, an entitlement which requires “significant community benefits” per City code. As part of this effort, EPS conducted market analysis, financial feasibility analysis, economic and fiscal impact assessments, and advised MCR on their community benefit package. EPS undertook a phased approach to research, documentation, communications, and follow-on efforts with MCR. EPS initially prepared technical analysis and documentation covering an evaluation of the economic potential of the downtown Berkeley site and financial feasibility of the proposed project. As part of this effort, EPS studied the applicant’s proposed project as well as project alternatives, including a project of only 75 feet in height. In a later phase of work, EPS supported MCR efforts to communicate economic and financial findings to a range of audiences and advised on the community benefits proposal. MCR currently is finalizing application materials for submittal to the City of Berkeley. Project Reference: Mr. Matt Udouj Development Associate, Mill Creek Residential (650) 248-2130 mudouj@MCRTrust.com WRNS Studio 218 Organization Chart Jason Moody Managing Principal Jamie Gomes Managing Principal Andrew Knudtsen Managing Principal Jim Musbach Managing Principal David Zehnder Managing Principal Dan Guimond Principal Teifion Rice-Evans Managing Principal Amy Lapin Executive Vice President Brian Duffany Vice President Darin Smith Managing Principal Ellen Martin Executive Vice President Matt Prosser Vice President Ben Sigman Principal Russ Powell Senior Vice President David Schwartz Vice President Walter Kieser Senior Principal Tom Martens Vice President Tim Morzel Senior Associate Ashleigh Kanat Executive Vice President Allison Shaffer Senior Technical Associate Elliot Kilham Associate Michael Nimon Vice President Megan Quinn Senior Associate Rachel Shindman Associate Ed Sullivan Senior Technical Associate Sean Fisher Associate Lisa Marie Eytcheson Production Manager Jenny Lin Associate Kate O'Beirne Associate Lena Soister Office Manager Paige Peltzer Associate Mark Polhemus Associate Claire Desser Research Analyst II Delia Cruz Staff Accountant Sadie Wilson Research Analyst II Lily Sto. Domingo Staff Accountant Nerissa de Jesus Production Manager Michelle Mayer Human Resources/Benefits Andrew Kaplan Vice President Susan Marcus Administrative Manager Victoria Allensworth Production Manager Michelle Chung Associate Denise Young Administrative Assistant Anya Tamagni Office Manager Frank Refuerzo Associate EPS Oakland EPS Sacramento EPS Denver EPS Los Angeles Jason Moody Managing Principal Daniel R. Guimond Principal Teifion Rice-Evans Managing Principal Andrew Knudtsen Managing Principal Darin Smith Secretary Managing Principal David W. Zehnder Vice President/CFO Managing Principal James R. Musbach President Managing Principal Executive Committee"EC" Principals Management Committee"PMC" Walter F. Kieser Senior Principal Jamie Gomes Managing Principal Benjamin C. Sigman Principal Prepared by EPS 9/15/2017 R:\_EPS\EPS Org Charts\2017-08 EPS Org Chart.xlsx13 219 FIRM PROFILE BKF ENGINEERS . SURVEYORS . PLANNERS CIVIL ENGINEERING Site Development Streetscape Design Parking Lot Planning & Design Grade Separations Joint Trench Coordination Site Grading WATER RESOURCES Storm, Sewer and Water Systems Storm Water Quality Compliance Erosion Control & SWPPP Pump Station Detention Systems Hydraulic & Hydrology Studies Utility Master Planning & Design TRANSPORTATION Geometric Roadway Design Traffic Signal Design Traffic Impact Studies Highway and Interchange Design Traffic Circulation Light and Heavy Rail LAND PLANNING Master Planning Zoning Modification Permit Application Contract Planning to Public Agencies ENTITLEMENT SUPPORT Review Permit Requirements Hard/Soft Cost Estimates Environmental Review Support Tentative Map Preparation Scheduling Feasibility Studies Due Diligence Reports SURVEY GPS Surveys Right-of-Way Mapping ALTA/ASCM Surveys Topographic Mapping High Resolution Scanning GIS Mapping Subdivision Mapping Boundary Surveys Construction Surveying SPECIALTY SERVICES Landfill Reclamation Wetlands Permits Project Management Differential Settlement Site Design LEED Documentation Support Construction Management Expert Witness CIVIL ENGINEERING . SURVEYING . PLANNING Delivering Inspired Infrastructure For 100+ years, BKF has Delivered Inspired Infrastructure to its clients. As a result, we have earned our clients trust, and thereby their repeat business. BKF has worked diligently to help our clients achieve their goals, and bring their projects across the finish line. Through our network of 13 offices in California, we have developed extensive local knowledge that provides us with a keen understanding of issues relating to feasibility, permitting, and entitlement approvals. BKF provides civil engineering, land surveying, and land planning services for government agencies, institutions, developers, architects, contractors, school districts, and corporations. Our markets include healthcare, education, residential, commercial, industrial, corporate, transportation, and public works. We provide a number of specialty services including sustainable design, site accessibility consulting, hydrology/hydraulics, traffic signal design, and 3D laser scanning. BKF’s 100+ years of engineering, surveying and planning have produced some of the most recognized projects in California. By combining our years of experience in diverse markets with new, innovative approaches to problem solving we have grown to our current 13 offices with over 400 experienced staff. This success has compelled ENR California to name BKF the 2017 Design Firm of the Year! Oracle, Redwood Shores, CA OFFICES Redwood City 650.482.6300 Lathrop 209.923.8200 Newport Beach 949.526.8460 Oakland 510.899.7300 Pleasanton 925.396.7700 Richmond 510.529.0336 Sacramento 916.556.5800 Salinas 831.205.5880 San Francisco 415.930.7900 San Jose 408.467.9100 San Rafael 415.930.7960 Santa Rosa 707.583.8500 Walnut Creek 925.940.2200 Santana Row, San Jose, CA Treasure Island, San Francisco, CA 14 220 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 15 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx A History of Service Saylor Consulting brings together a staff of experienced consultants who have helped shape and pioneer the field of cost consulting and continue to develop new approaches to maximize cost savings and streamline construction management in an ever-changing business environment. Nationally recognized as experts in their fields, Saylor and its staff have built their reputation on innovation, expertise, and service to the client. We are proud that many of the techniques used in the industry today were created and developed by members of the Saylor staff. Today, Saylor offers a wide range of services, combining project management, estimating, scheduling, value engineering, life cycle cost, material selection and specification research to give architects, engineers, contractors, developers, lenders and owners complete command over project cost control, quality and on-time completion. Cost Estimating The Cost Estimate is the foundation for a successful construction project. Through estimating, we are able to establish a budget for the project and measure the project’s progress against that budget. Using Integrated Cost Management, the Saylor staff uses the most accurate up-to-date cost information to gauge the impact of different design options on cost, schedule and quality of a project. We take into consideration actual construction costs and hidden expenditures such as life cycle costs. We care not only about the dollar amount of a project, but also the value our clients receive for that dollar. Pioneers in the fields, our staff continues to develop innovative approaches in the business of Cost Estimating. Project Contact: Andrew Chalabardo MRICS, PQS Leland Saylor Associates 101 Montgomery Street, Suite 800 San Francisco, CA 94104 www.lelandsaylor.com 221 Vallco Specific Plan - Economics EPS Proposal 10/19/17 Economic & Planning Systems, Inc. 16 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx 222 Economic & Planning Systems, Inc. A-1 M:\Proposals\171000\171128VallcoSP\171128 Ptxt.docx EPS 2017 HOURLY BILLING RATES Managing Principal $275–$315 Senior Principal $315 Principal $250 Executive/Senior Vice President $230 Vice President $210 Senior Technical Associate $210 Senior Associate $190 Associate $155 Research Analyst II $130 Research Analyst I $90 Production and Administrative Staff $90 Billing rates updated annually. 223 224 225 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:117-3029 Name: Status:Type:Ordinances and Action Items Agenda Ready File created:In control:9/18/2017 City Council On agenda:Final action:11/21/2017 Title:Subject: Mitigation Fee Act - Annual and Five-Year Report for fiscal year ending June 30, 2017 Sponsors: Indexes: Code sections: Attachments:Staff Report A - Developer In-Lieu Fee Report B - Draft Resolution Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Mitigation Fee Act - Annual and Five-Year Report for fiscal year ending June 30, 2017 Accept the Annual and Five-Year Review of the City of Cupertino's Development Impact Fees (Government Code Section 66000 et seq.); and Adopt Resolution No 17-112 entitled "A Resolution of the City Council of the City of Cupertino Approving the Annual and Five-Year Development Impact Fee Reports and Making Required Findings." CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™226 PUBLIC WORKS DEPARTMENT CITY HALL 10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3354 www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: November 21, 2017 Subject Mitigation Fee Act - Annual and Five-Year Report – Fiscal Year 2016-2017 Recommended Action Accept the Annual and Five-Year Review of the City of Cupertino’s Development Impact Fees (Government Code Section 66000 et seq.); and Adopt the Draft Resolution entitled, “A Resolution of the City Council of the City of Cupertino Approving the Annual and Five-Year Development Impact Fee Reports and Making Required Findings.” Description The Mitigation Fee Act (Government Code Section 66000 et seq.) requires public agencies to account for and make findings when imposing development impact fees as a condition of development approval. The law also requires that the agency annually review and make available to the public a report accounting for the development impact fees held by the agency. Additional reporting is required at least every five years. There are several impact fees that the City has required as a condition of development approval in lieu of requiring the construction of certain public improvements. These fees are subject to this annual and five-year reporting requirement. Most of these fees are “ad-hoc” fees which were imposed to mitigate the impacts of a particular development and were based on the development’s fair share of a larger improvement project. Discussion The Mitigation Fee Act requires the City to make available to the public, on an annual basis, the following information concerning development impact fees each fiscal year:  Type of fee  Amount of the fee  Beginning and ending balances of the account or fund  Fees collected that year and interest earned 227  An identification of each public improvement for which fees were expended and the amount of the expenditures related to each improvement (including the total percentage of the cost of the public improvement that was funded with in‐lieu fees);  An identification of an approximate date by which the construction of the public improvements will commence for those improvements where sufficient funds have been collected to complete financing of the improvement;  A description of each inter-fund transfer or loan, if any, including the public improvement on which the transferred or loaned fees will be expended and the date upon which any loan will be repaid with the amount of interest on the loan; and,  The amount of any refunds made pursuant to Government Code section 66001(e) and any allocations made pursuant to Government Code section 66001(f). The City also must make certain findings with regard to unfinished improvements every five years following the first deposit of impact fees into a fund. The agency must identify the purpose for which the fee was expended and demonstrate a reasonable relationship between the amount of the fee and the purpose for which it was used. The agency also must identify all sources and amounts of funding anticipated to complete the financing of incomplete improvements and designate the approximate dates on which this funding is expected to be deposited into the account. Fees received through a development agreement are exempt from the five -year report. The attached report includes the annual report for the fiscal year ending June 30, 201 7 and a five-year report for all fees. All construction projects listed have or will commence within the next five years, as shown in the report. Although the City provided a five- year format as of last fiscal year, so a new five-year report is not required, the five-year format provides additional detail, so the City voluntary provides such data to better inform the public. Sustainability Impact None Fiscal Impact As all of the subject fees were collected exclusively for a specific purpose of design and constructing certain improvements, as long as these fees are programmed they will be retained until used. ____________________________________ 228 Prepared by: Chad Mosley, City Engineer Reviewed by: Timm Borden, Director of Public Works Approved for Submission by: David Brandt, City Manager Attachments: A - Developer In-Lieu Fee Report - Annual and Five-Year B – Draft Resolution 229 Attachment A Page | 1 394\01\1992522.1 City of Cupertino AB 1600 ‐ Mitigation Fee Act Annual & Five Year Report for the fiscal year ending June 30, 2017 Dept.: Community Development Project: Below Market Rate (BMR) Housing Mitigation Fee Local Authority: Information on the City’s BMR Housing Mitigation Fee is provided as a courtesy. The City of Cupertino has collected BMR mitigation fees from commercial and residential developments since 1992 based on nexus studies conducted at that time. On May 5, 2015, the City Council adopted Resolution 15-036, accepting three reports from Keyser Marston Associates, Inc. (KMA) Summary and Recommendations BMR Housing Mitigation Program, Non-Residential Jobs- Housing Nexus Analysis, and Residential BMR Housing Nexus Analysis) which collectively form the City’s Nexus Study justifying the current residential and non-residential Housing Mitigation Fees. Per Resolution 16-050, the City Council adopted the updated BMR residential and non-residential (office, research and development, industrial, hotel, retail and commercial) Housing Mitigation Fees for purposes of this reporting year (July 1, 2016 – June 30, 2017). The fiscal year 2016-17 BMR Housing Mitigation Fee amounts are being reported below. Voluntary Five Year Reporting & Findings Requirement: 1. The purpose of the BMR Housing Mitigation Fee is to help mitigate the need for affordable housing as a result of new residential and non-residential development within the City of Cupertino. The requirements for applicability to the BMR Housing Mitigation Fees are set forth in the City’s adopted BMR Housing Mitigation Program Procedural Manual. The BMR Housing Mitigation Fee schedule is as follows: Residential (per sq. ft.) - Detached Single Family $15.48 Small Lot Single Family or Town home $17.03 Multi-Family Attached Town home or Condo $20.64 Multi-Family Apartment (1 to 35 du/ac) $20.64 Multi-Family Apartment (over 35 du/ac) $25.80 Non-Residential (Per sq.ft.) – Office, Research & Development, Industrial $20.64 Hotel, Commercial or Retail $10.32 BMR Housing Mitigation Fees were used to fund staff and administrative time, legal and professional services, BMR housing placement services, rental mediation, contract services, Nexus Study update and a Consolidated Plan. In addition, $3,672,000 was reserved for purchase of an affordable housing site by Charities Housing. The fees in the BMR Fund include funds paid to the City as conditions of development agreements. Although these fees are included in the tables below, there is no requirement to prepare a five-year report regarding fees obtained through a development agreement. 230 Attachment A Page | 2 Fees collected through Development Agreements: Apple Campus 2 - Ordinance 13-2114: Resolution Approving Apple Campus 2 Development Agreement – Section 3.2 ($5,008,050 collected) 2. A reasonable relationship exists between the BMR Housing Mitigation Fee and the purpose for which the fee was charged. The need for the BMR Housing Mitigation fees, as they were identified when the fee was enacted, remains. See, Keyser Marston Associates, Inc.’s Summary and Recommendations Below Market Rate Housing Mitigation Program. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost* Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Below Market Rate Housing Mitigation fee $160,300,000 $7,195,642 100% Additional Developer Contributions State and Federal tax credits, loans and grants As projects develop/ redevelop Ongoing Ongoing * Based on RHNA allocation and affordability gaps estimated in the nexus study: Very low income units (356) x $241,000/unit = $87.8 million. Low income units (207) x $213,000/unit = $44.1 million. Moderate income units (231) x $123,000/unit = $28.4 million. Total = $160.3 million. 231 Attachment A Page | 3 394\01\1992522.1 Annual Report Amount of Fee: Based on adopted Fee Schedule FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Balance at 7/1/2016 $11,336,550 Fees Collected $39,000 * Interest $94,339 Expended Subtotal ($39,941) ($235,878) ($123,301) ($203,187) ($602,307) Staff and administration Legal and professional services Housing placement services Rental mediation services/contract services Refunded 0 Reserved ($3,672,000) Reserved for purchase of affordable housing site by Charities Housing Unrestricted balance at 6/30/2017 $7,195,642 *- Includes funds collected by Development Agreement 232 Attachment A Page | 4 Dept.: Public Works Project: Park Dedication In-Lieu Fee Local Authority: City of Cupertino: Municipal Code, Chapter 13.08 Five Year Reporting & Findings Requirement: 1. The purpose of the Park Dedication Fee is to help mitigate the need for additional outdoor recreational area for new residential development within the City of Cupertino. The requirements for applicability to the Park Dedication Fees are set forth in the City’s Municipal Code, Chapter 13.08, and the fee was adopted under the provisions of the Mitigation Fee Act. The Parkland Dedication Fee is based on the fair market value of land within the City of Cupertino. Land values are appraised bi-annually, and the Park Dedication Fees are updated accordingly. Park Dedication Fees are used to fund parkland acquisitions and improvements to park and recreational facilities. The fees in the Park Dedication table below include funds paid to the City as a condition of development agreements. Although these fees are included in the tables below, there is no requirement to prepare a five-year report regarding fees obtained through a development agreement. In addition, this table includes adopted fees imposed as a condition of development. Fees collected through Development Agreements: Apple Campus 2: Ordinance 13-2114: Resolution Approving Apple Campus 2 Development Agreement – Section 3.7 ($8,270,994 collected) 2. A reasonable relationship exists between the Park Dedication Fee and the purpose for which the fee is charged, as additional parkland and facilities are needed to offset the increase in population that additional residential units impacts. The need for the Park Dedication fees, as they were identified when the fee was enacted, remains, as the City’s current park area per resident does not yet meet the park acreage standard in the Park Dedication Fee ordinance and as development continues to occur. 3. The sources and amounts of funding anticipated to complete the financing of the Park Dedication are identified below:  Developer Fair-Share Contributions from all projects that add residences. 4. The approximate dates on which the funding for the needed park acquisition and improvements is expected to be deposited into the appropriate account are identified in the Five-Year Report on the next page. 233 Attachment A Page | 5 394\01\1992522.1 Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Lawrence- Mitty Park $8,270,994 $1,022,526 100% Project is fully funded Fall 2018 Spring 2015 Summer 2020 Annual Report Amount of Fee: Based on Fair-Market Value of land, through land appraisal FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Balance at 7/1/2016 $9,091,485 Fees Collected $152,250 * Interest $76,824 Expended Subtotal ($4,924) ($22,115) ($27,039) Staff and Administration Contract Services Refunded 0 Reserved ($8,270,994) Reserved for purchase and construction of Lawrence-Mitty Park Balance at 6/30/2017 $1,022,526 *- Includes funds collected by Development Agreement and other developments 234 Attachment A Page | 6 Dept.: Public Works Project: N. Stelling/I-280 Bridge Pedestrian Lighting & Upgrades Local Authority: EXC-2007-06: Condition of Approval No. 21 TM-2007-02: Condition of Approval No. 24 Five Year Reporting & Findings Requirement: 1. The purpose of the N. Stelling/I-280 Bridge Pedestrian Lighting & Upgrades fee is to enhance the pedestrian walkway along the east and west side of the North Stelling Road bridge that crosses over Interstate 280. Public facilities to be funded with the fees were described in: a. Villa Serra Apartments: ASA-2007-03: Condition of Approval No. 21, dated July 13, 2007 for Architectural Site Approval ($25,000 collected) b. Las Palmas Subdivision: TM-2007-02: Condition of Approval No. 24, dated July 18, 2007 for Tentative Map Application ($25,000 collected) 2. A reasonable relationship exists between the North Stelling fee and the purpose for which the fee was charged in that new development in the vicinity of the bridge increases pedestrian traffic across the bridge. The need for improvements to the bridge, that were identified during the review of the two projects, remains, as the bridge experiences increased pedestrian traffic due to the two projects. 3. The sources and amounts of funding anticipated to complete the financing of the bridge improvements are identified below:  It is anticipated that the City of Cupertino General Fund will be used to supplement revenue from fees. 4. The approximate dates on which the funding for the bridge improvements is expected to be deposited into the appropriate account are identified in the Five-Year Report below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Pedestrian Lighting & Upgrades – N. Stelling/ I280 Bridge $100,000 $ 49,578 50% Anticipated that City will fund the remaining cost of the project Spring/2018 Summer/2018 Fall/2018 235 Attachment A Page | 7 394\01\1992522.1 Annual Report Amount of Fee: 25% Contribution to the total cost, based on estimated four projects contributing to improvement. FY 2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $ 49,137 Amount $ - Fees Collected 0 $ 50,000 Repayment Date (est.) na Interest $491 $3,128 Expended $50 ($3,550) Refunded 0 0 Balance at 6/30/2017 $ 49,578 $ 49,578 236 Attachment A Page | 8 Dept.: Public Works Project: De Anza/McClellan/Pacifica signal modification Local Authority: TM-2002-02: Condition of Approval No. 23 Five Year Reporting & Findings Requirement: 1. The purpose of the De Anza/McClellan/Pacifica signal modification is to study and redesign the traffic signal to improve the efficiency of the intersection. Public facilities to be funded with the fees were described in: a. Cupertino Town Square: TM-2002-02: Condition of Approval No. 2, dated July 15, 2003 for Tentative Map application ($145,700 collected) 2. A reasonable relationship exists between the De Anza/McClellan/Pacifica signal modification contribution and the purpose for which the fee was charged, in that the new development introduces additional vehicular and pedestrian traffic to the intersection. The need for improvements to the intersection and the traffic signal, as they were identified during the review of the project, remains. The intersection continues to run less efficiently than other intersections in the area. 3. The sources and amounts of funding anticipated to complete financing of the intersection improvements are identified below:  Developer Fair-Share Contributions from other projects that contribute traffic to the intersection. 4. The approximate dates on which the funding for the bridge improvements is expected to be deposited into the appropriate account are identified below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Traffic Signal & Intersection Improvements De Anza Blvd/ McClellan Rd/ Pacifica Ave $600,000 $158,809 100% Additional Developer Contribution s are needed to complete the project Developer contributions obtained when adjacent properties redevelop. Anticipated Summer/2020 Fall/2020 Winter/2021 237 Attachment A Page | 9 394\01\1992522.1 Annual Report Amount of Fee: 25% Contribution to the total cost based on estimated contribution of four projects. FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $157,237 Amount $ - Fees Collected 0 $ 145,700 Repayment Date (est.) na Interest $1,572 $13,109 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $158,809 $158,809 238 Attachment A Page | 10 Dept.: Public Works Project: DeAnza/Homestead southbound right-turn lane upgrade Local Authority: Sunnyvale Town Center – Environmental Impact Report Five Year Reporting & Findings Requirement: 1. The purpose of the DeAnza/Homestead southbound right turn lane upgrade fee is to contribute the project’s fair share toward the study, design and construction of right-of-way improvements at the intersection of DeAnza Blvd and Homestead Road. Public facilities to be funded with the fees were described in: a. Sunnyvale Town Center Environmental Impact Report ($75,924 collected) 2. A reasonable relationship exists between the DeAnza/Homestead southbound right turn lane upgrade and the purpose for which the fee was charged, in that traffic generated by the development has an impact to the intersection. The Environmental Impact Report assessed the impact the development had to the intersection and compared the project’s impact to the estimated cost of $333,000. The need for improvements to the intersection, as they were identified during the review of the project, remains. The Sunnyvale Town Center and further growth in the area continues to impact the intersection. 3. The sources and amounts of funding anticipated to complete the improvements are identified below:  Apple Campus 2 project will complete the funding and the construction of the improvement. The contribution provided by the Sunnyvale Town Center development will be utilized in the completion of this work. 4. The approximate dates on which the funding for the intersection improvements is expected to be deposited into the appropriate account are identified below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date DeAnza/ Homestead southbound right turn land upgrade $333,000 $78,084 100% Apple Campus 2 to provide remaining funds and construct the project. Spring/2018 Summer/2017 Spring/2018 239 Attachment A Page | 11 Annual Report Amount of Fee: Based on project impact as shown in EIR. $75,924 from Sunnyvale Town Center; remainder from Apple 2 campus. FY 2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $77,311 Amount $ - Fees Collected 0 $75,924 Repayment Date (est.) na Interest $773 $2,160 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $78,084 $78,804 240 Attachment A Page | 12 Dept.: Public Works Project: Stevens Creek Blvd. and Bandley Drive Signal Improvements Local Authority: ASA-2011-12: Condition of Approval No. 43 Five Year Reporting & Findings Requirement: 1. The purpose of the Stevens Creek Blvd and Bandley Drive Traffic Signal Improvement fee is to partially fund upgrades to the traffic signal in order to improve the efficiency of the intersection. Public facilities to be funded with the fees were described in: a. Cupertino Crossroads: ASA-2011-12: Condition of Approval No. 43dated November 17, 2011 for Architectural Site Approval ($25,000 collected) 2. A reasonable relationship exists between the Stevens Creek Blvd. and Bandley Drive Signal Improvements fee and the purpose for which the fee was charged, in that the new development has a driveway that connects directly to the signalized intersection and the development will introduce additional vehicular and pedestrian traffic to the intersection. The need for the improvements to the intersection, which were identified during the review of the project, remains. 3. The sources and amounts of funding anticipated to complete financing of the signal upgrades improvements are identified below:  Developer Fair-Share Contributions from other projects in the vicinity of the intersection. 4. The approximate dates on which the funding for the signal improvements is expected to be deposited into the appropriate account are identified below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Stevens Creek Blvd and Bandley Drive Signal Improvements $185,000 $ 25,658 100% Additional Developer Contributions are needed to complete the project Fall/2019 Spring/2020 Summer/2020 241 Attachment A Page | 13 Annual Report Amount of Fee: Contribution from expected nearby developments, based on estimated addition of traffic to intersection. FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $25,404 Amount $ - Fees Collected 0 $ 25,000 Repayment Date (est.) na Interest $254 $658 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $ 25,658 $ 25,658 242 Attachment A Page | 14 Dept.: Public Works Project: Traffic Mitigation at Homestead Rd and Lawrence Expressway Local Authority: TM-2012-04: Condition of Approval No. 87 Five Year Reporting & Findings Requirement: Provided for information only. Five years have not elapsed since initial deposit. 1. The purpose of the Traffic Mitigation at Homestead Rd and Lawrence Expressway fee is to fund improvements to the intersection in order to address traffic impacts from the project. Public facilities to be funded with the fees were described in: a. Main Street Cupertino: TM-2012-04: Condition of Approval No. 87, dated September 20, 2012 for Tentative Map application ($400,000 collected) 2. A reasonable relationship exists between the Traffic Mitigation at Homestead Rd and Lawrence Expressway fee and the purpose for which the fee was charged, in that the development, in the vicinity of the intersection, introduces additional traffic to the intersection. The County of Santa Clara has estimated a cost to upgrade the intersection, and the Environmental Impact Report assessed a fair share contribution from the project to address its portion of the impact. The need for improvements to the intersection, as they were identified during the review of the project, remains. 3. The sources and amounts of funding anticipated to complete financing of the intersection improvements are to be identified by the County of Santa Clara. 4. The approximate dates on which the funding for the intersection improvements is expected to be deposited into the appropriate account are identified below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expecte d to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Traffic Mitigation at Homestead Rd and Lawrence Expressway Bridge $4,000,000 $409,047 100% To be determined by the County of Santa Clara When adequate funds have been acquired by the County to begin the project. Anticipated Summer/ 2019 Fall/2019 Summer/2020 243 Attachment A Page | 15 Annual Report Amount of Fee: Based on Fair-Share Contribution assessed by Environmental Impact Report FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $404,997 Amount $ - Fees Collected 0 $400,000 Repayment Date (est.) na Interest $4,050 $9,047 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $409,047 $409,047 244 Attachment A Page | 16 Dept.: Public Works Project: Traffic Calming to Mitigate Impacts from Main Street Cupertino Local Authority: TM-2012-04: Condition of Approval No. 93 Five Year Reporting & Findings Requirement: Provided for information only. Five years have not elapsed since initial deposit. 1. The purpose of the Traffic Calming to Mitigate Impacts from Main Street Cupertino fee is to help mitigate traffic impacts in the adjacent neighborhoods resulting from the project, for a period of 5 years following project occupancy. Public facilities to be funded with the fees were described in: a. Main Street Cupertino: TM-2012-04: Condition of Approval No. 93 dated 9/20/2012 for Tentative Map application ($100,000 collected). 2. A reasonable relationship exists between the Traffic Calming fee and the purpose for which the fee was charged, in that the development introduces additional traffic to the surrounding neighborhoods. The City will utilize the funds as needed to address traffic impacts to the surrounding neighborhoods, for a period of 5-years after occupancy. 5. The sources and amounts of funding anticipated to complete financing of the traffic calming mitigations were collected with the project ($100,000). 3. The approximate dates on which the funding for the improvements is expected to be deposited into the appropriate account are identified below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Traffic Calming along Rodrigues Ave. and Pacifica Dr. $102,262 $102,262 100% Project fully funded Fees have been collected. Anticipated initiation of project is Summer/2017 Fall/2017 Summer/2022 245 Attachment A Page | 17 Annual Report Amount of Fee: Estimated Full Cost of the Study and potential improvements. FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $101,250 Amount $ - Fees Collected 0 $100,000 Repayment Date (est.) na Interest $1,012 $2,262 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $102,262 $102,262 246 Attachment A Page | 18 Dept.: Public Works Project: Creek Trail Improvements along Calabazas Creek Local Authority: TM-2012-04: Condition of Approval No. 47 Five Year Reporting & Findings Requirement: Provided for information only. Five years have not elapsed since initial deposit. 1. The purpose of the Creek Trail Improvements along Calabazas Creek contribution is to administer a creek trail plan, the necessary approvals and improvements for a new trail along Calabazas Creek from Vallco Parkway to Interstate 280. Public facilities to be funded with the fees were described in: a. Main Street Cupertino: TM-2012-04: Condition of Approval No. 47 dated September 20, 2012 for Tentative Map application ($65,000 collected) 2. A reasonable relationship exists between the Creek Trail Improvements along Calabazas Creek Fee and the purpose for which the fee was charged in that development in the vicinity of the proposed creek trail introduces additional pedestrian traffic to the area, causing the need to provide additional and alternative means of pedestrian access and recreation to new residents and visitors to the development. The need for a new creek trail, as it was identified during the review of the project, remains. 3. The sources and amounts of funding anticipated to complete financing of the project are identified below:  Developer Fair-Share Contributions from other projects in the vicinity of the proposed creek trail location 4. The approximate dates on which the funding for the bridge improvements is expected to be deposited into the appropriate account are identified in the Five-Year Report on the next page. 247 Attachment A Page | 19 Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Creek Trail Improvements along Calabazas Creek $195,000 $66,471 100% Additional Developer Contributions are needed to complete the project Developer contributions obtained when adjacent properties redevelop. Anticipated Summer/2020 Spring/2021 Summer/2021 Annual Report Amount of Fee: Contribution equivalent to 1/3 of the estimated cost of creek trail plan FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $ 65,831 Amount $ - Fees Collected 0 $ 65,000 Repayment Date (est.) na Interest $658 $1,471 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $ 66,471 $66,471 248 Attachment A Page | 20 Dept.: Public Works Project: Parking Conversion Fund along Vallco Parkway Local Authority: TM-2012-04: Condition of Approval No. 67 Five Year Reporting & Findings Requirement: 1. The purpose of the Parking Conversion Fund along Vallco Parkway is to enable the City to convert the angled parking spaced along the south side of Vallco Parkway to parallel parking spaces and an additional east-bound traffic lane. Public facilities to be funded with the fees were described in: a. Main Street Cupertino: TM-2012-04: Condition of Approval No. 67 dated 9/20/2012 for Tentative Map application ($450,000 collected) 2. A reasonable relationship exists between the Parking Conversion Fund along Vallco Parkway and the purpose for which the fund was collected in that new development is adjacent to this section of Vallco Parkway, and the development reduced the number of east-bound lanes a part of their project. The Fund will permit the City to reestablish the east-bound lane that was lost, due to the development, should it be found that the additional lane is necessary to serve the public. The fund is based on the estimated cost to perform the work. The need for the funds, that were identified when the funds was imposed, remain, as the development project has not yet been completed, and the full impact of traffic to this portion of road has not yet materialized. 3. The sources and amounts of funding anticipated to complete financing of the conversion were collected with the project ($450,000). 4. The approximate dates on which the funding for the conversion is expected to be deposited into the appropriate account are identified below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimate d Cost Fund Balance 6/30/2017 % Expecte d to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Parking Conversion Fund along Vallco Parkway $460,178 $460,178 100% No additional funds needed at this time. Fees have been collected. Anticipated initiation of project is Fall/2017 Fall/2017 Fall/2022 249 Attachment A Page | 21 Annual Report Amount of Fee: Estimated Full Cost of the potential improvements. FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $455,622 Amount $ - Fees Collected 0 $450,000 Repayment Date (est.) na Interest $4,556 $10,178 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $460,178 $460,178 250 Attachment A Page | 22 Dept.: Public Works Project: Funding of Neighborhood Cut-through Traffic and Parking Intrusion Monitoring Local Authority: TM-2011-03: Condition of Approval No. 49 Five Year Reporting & Findings Requirement: Provided for information only. Five years have not elapsed since initial deposit. 1. The purpose of the Funding of Neighborhood Cut-through Traffic and Parking Intrusion Monitoring Fee is to monitor and address traffic and parking intrusion, in neighborhoods adjacent to the project site, due to the practices of employees who will work at the project site. Public facilities to be funded with the fees were described in: a. Apple Campus 2: Ordinance 13-2114: Resolution Approving Apple Campus 2 Development Agreement – Section 3.13 and TM 2011-03: Condition of Approval No. 49 dated 10/15/2013 for Tentative Map Application ($850,000 collected) 2. A reasonable relationship exists between the Funding of Neighborhood Cut-through Traffic and Parking Intrusion Monitoring fee and the purpose for which the fee was charged in that the traffic from the development, for which the fee is to be used to monitor, has not yet materialized because the development has not been fully constructed or occupied. The City will begin monitoring activities in the fall of 2017. The $850,000 fee was based on an estimate of the cost to perform the monitoring and make minor modifications to address traffic and parking intrusion concerns. The need for traffic and parking intrusion monitoring, as it was identified during the review of the project, remains. The traffic, for which the fees are to be used to monitor, has not yet materialized. 3. The sources and amounts of funding anticipated to complete monitoring and improvements were collected with the project ($850,000). 4. The approximate dates on which the funding for the monitoring is expected to be deposited into the appropriate account are identified below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Funding of Neighborhood Cut-through Traffic and Parking Intrusion Monitoring $869,223 $869,223 100% No additional funds needed at this time. Fall/ 2017 Summer/2017 Winter/2020 251 Attachment A Page | 23 Annual Report Amount of Fee: Estimated Full Cost of the Study and potential improvements. FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $860,617 Amount $ - Fees Collected 0 $850,000 Repayment Date (est.) na Interest $8,606 $19,223 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $869,223 $869,223 252 Attachment A Page | 24 Dept.: Public Works Project: Implement a Traffic-Adaptive Traffic Signal System along De Anza Blvd Local Authority: TM-2011-03: MitigationTRANS-13c Five Year Reporting & Findings Requirement: Provided for information only. Five years have not elapsed since initial deposit. 1. The purpose of the Traffic-Adaptive Traffic Signal System along De Anza Blvd fee is to implement traffic-adaptive technology to the traffic signals along DeAnza Blvd within the jurisdiction of the City of Cupertino. Public facilities to be funded with the fees were described in: a. Apple Campus 2: Ordinance 13-2114: Resolution Approving Apple Campus 2 Development Agreement – Section 3.13 and TM-2011-03: Mitigation TRANS-13c, dated 10/15/2013 for Tentative Map application ($50,000 collected) 2. A reasonable relationship exists between the traffic-adaptive traffic signal system along De Anza Blvd fee and the purpose for which the fee was charged in that new development will introduce additional traffic to DeAnza Boulevard, and more efficient traffic signal timing will be needed to address the additional traffic. The fee was based on a fair-share contribution of the estimated total cost to install the traffic-adaptive technology. The need for traffic-adaptive technology, as it was identified during the review of the project, remains. 3. The sources and amounts of funding anticipated to complete the traffic-adaptive technology upgrades will be provided through fair-share contributions from other developers that impact the corridor. 4. The approximate dates on which the funding for the traffic adaptive technology is expected to be deposited into the appropriate account are identified below. Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Traffic- Adaptive Traffic Signal System along De Anza Blvd $250,000 $51,131 100% Fair share contributions from other developers that impact the corridor Developer contributions obtained when adjacent properties redevelop. Anticipated Summer/2020 Fall/2020 Winter/2021 253 Attachment A Page | 25 Annual Report FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $ 50,625 Amount $ - Fees Collected 0 $ 50,000 Repayment Date (est.) na Interest $506 $1,131 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $ 51,131 $51,131 254 Attachment A Page | 26 Dept.: Public Works Project: Interstate 280/Junipero Serra Channel Trail Improvements Local Authority: TM-2011-03: Mitigation PLAN-3 Five Year Reporting & Findings Requirement: Provided for information only. Five years have not elapsed since initial deposit. 1. The purpose of the Interstate 280/Junipero Serra Channel Trail Improvements fee is to partially fund a feasibility study for a new trail along I-280/Junipero Serra Channel from N. De Anza Blvd to Calabazas Creek. Public facilities to be funded with the fees were described in: a. Apple Campus 2: Ordinance 13-2114: Resolution Approving Apple Campus 2 Development Agreement – Section 3.13 and TM-2011-03: Mitigation PLAN-3, dated 10/15/2013 for Tentative Map application ($250,000 collected) b. Cupertino Property Development – Hyatt House – 10380 Perimeter Rd: DP-2014-04: Condition of Approval No. 21, dated October 21, 2014, for Development Permit application ($66,000 collected). 2. A reasonable relationship exists between the I-280/Junipero Serra Channel Trail Improvements fee, and the purpose for which the fee was charged, in that the development in the vicinity of the proposed trail will introduce additional pedestrian and bicycle traffic between the new campus and the existing campus, causing the need to provide additional and alternative routes between the developments. The need for a new trail study, as it was identified during the review of the project, remains, as the study has not yet completed. 3. The sources and amounts of funding anticipated to complete financing of the study are identified below:  Developer Fair-Share Contributions from other projects in the vicinity of the proposed trail location. 4. The approximate dates on which the funding for the bridge improvements is expected to be deposited into the appropriate account are identified on the next page. 255 Attachment A Page | 27 Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Interstate 280/Junipero Serra Channel Trail Improvements $500,000 $322,846 100% Additional Developer Contributions are needed to complete the project Developer contributions obtained when adjacent properties redevelop. Anticipated Summer/2017 Fall/2017 Winter/2019 Annual Report Amount of Fee: Contribution equivalent to approximately 60% of the estimated cost of implementation FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $319,650 Amount $ - Fees Collected 0 $ 316,000 Repayment Date (est.) na Interest $3,196 $6,846 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $322,846 $322,846 256 Attachment A Page | 28 Dept.: Public Works Project: Contribution towards Planned Transportation Project Local Authority: TM-2011-03: Mitigation TRANS-22 Five Year Reporting & Findings Requirement: Provided for information only. Five years have not elapsed since initial deposit. 1. The purpose of the Planned Transportation Project fair-share contribution is to fund planned transportation project that would improve traffic operation of the impacted freeway segments and provide added transportation capacity on other freeway facilities. Public facilities to be funded with the fees were described in: a. Apple Campus 2: Ordinance 13-2114: Resolution Approving Apple Campus 2 Development Agreement – Section 3.13 and TM-2011-03: Mitigation TRANS-22, dated 10/15/2013 for Tentative Map application ($1,292,215 collected) 2. A reasonable relationship exists between the Planned Transportation Project fair-share contribution and the purpose for which the fee was charged, in that development will introduce additional traffic to freeways in the surrounding areas. Valley Transit Authority has established guidelines for estimating fair-share contributions for these types of impacts, and the established fee for this project conforms to those guidelines. The need remains for improvements to the surrounding freeways, as they were identified during the review of the project. The needed improvements have not yet been completed. Below is a list of the Planned Transportation Projects:  Eliminating the existing bottleneck on southbound I-280 between El Monte Road and Magdalena Avenue.  SR 85 Express Lane project (converting the existing HOV lane to a toll lane to allow single occupant vehicles to drive in the HOV lane for a fee) between Mountain View and San Jose.  Either the Bus Rapid Transit (BRT) stations proposed within Cupertino, or an alternative improvement or study towards the improvement of the impacted I-280 corridor or a parallel corridor that would provide capacity. 3. The sources and amounts of funding anticipated to complete financing of the necessary improvements will be identified by Valley Transportation Authority. 4. The approximate dates on which the funding for the improvements is expected to be deposited into the appropriate account are identified on the next page. 257 Attachment A Page | 29 Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Planned Transportation Project fair- share contribution To be identified by VTA $906,093 100% To be identified by VTA When adequate funds have been acquired by the VTA to begin the project. Anticipated Summer/ 2018 Fall/2018 Fall/2019 Annual Report Amount of Fee: Based on Fair-Share Contribution assessed by Environmental Impact Report FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $1,270,139 Amount $ - Fees Collected 0 $1,292,215 Repayment Date (est.) na Interest $12,701 $28,843 Expended ($376,748) ($414,965) Per Agreement with VTA Refunded 0 0 Balance at 6/30/2017 $906,093 $906,093 258 Attachment A Page | 30 Dept.: Public Works Project: Contribution towards Monta Vista Street Improvement Project Local Authority: Installation Agreement – 10104 Byrne Avenue: Santa Clara County Recorded Document 23316184, Exhibit C, Part G Five Year Reporting & Findings Requirement: Provided for information only. Five years have not elapsed since initial deposit. 1. The purpose of the contribution toward the Monta Vista Street Improvement Project is to enable the City to construct improvements along the property frontage in conjunction with the overall Capital Improvement Project being undertaken by the City. Public facilities to be funded with City’s General Fund and the contribution described in: a. Installation Agreement – 10104 Byrne Ave: Santa Clara County Recorded Document 23316184, Exhibit C, Part G, dated 5/25/2016, for Building Permit Application ($34,395 collected) 2. A reasonable relationship exists between the Monta Vista Street Improvement Project and the purpose for which the contribution was accepted, in that the development of 10104 Byrne Avenue is required to construct the improvements as a condition of the Building Permit, per Cupertino Municipal Code Section 14.04. The contribution was accepted by the City in order to allow the developer to share in the construction cost savings that a larger project, such as the City’s Capital Improvement Project, offers. 3. The sources and amounts of funding anticipated to complete financing of the Monta Vista Street Improvement Project are anticipated to be funded by the Cupertino General Fund. 4. The approximate dates on which the funding for the improvements is expected to be deposited into the appropriate account are identified below. 259 Attachment A Page | 31 Five-Year Report Incomplete Project that Was Identified When Imposing the Fee: Project Description Total Estimated Cost Fund Balance 6/30/2017 % Expected to be Funded by Fees Sources and Amounts of Funding Anticipated to Complete the Project Estimated Date for Funding to be Deposited in Fund Estimated Beginning Date Estimated Completion Date Monta Vista Street Improvement Project $1,880,000 $35,017 2% Cupertino General Fund is anticipated to complete project funding Summer/2017 Winter/2018 Summer2019 Annual Report Amount of Fee: Based on Fair-Share Contribution assessed by engineer’s cost estimate FY2016-17 Trust Fund Activity Fiscal Year Purpose of Expenditure Inception To Date Loans/Transfers Balance at 7/1/2016 $34,670 Amount $ - Fees Collected 0 $34,395 Repayment Date (est.) na Interest $347 $622 Expended 0 0 Refunded 0 0 Balance at 6/30/2017 $35,017 $34,441 260 - 1 - CITY OF CUPERTINO 10300 Torre Avenue Cupertino, California 95014 RESOLUTION NO. 17-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO APPROVING ANNUAL AND FIVE-YEAR DEVELOPMENT IMPACT FEE REPORTS AND MAKING REQUIRED FINDINGS WHEREAS, the Mitigation Fee Act (Government Code Section 66000 et seq.) requires that an annual report regarding development impact fees be submitted to the City Council at a regularly scheduled public meeting; and WHEREAS, Government Code Section 66001(d) further provides that the City must, on a five- year basis, make certain findings with respect to unexpended development impact fees; and WHEREAS, the attached report entitled City of Cupertino - AB 1600 ‐ Mitigation Fee Act Annual & Five Year Report for the fiscal year ended June 30, 2017 (the “Annual and Five-Year Report”) comprises the annual and five-year reports required by the Mitigation Fee Act and contains substantial evidence to make the findings required by Section 66001(d); and NOW, THEREFORE, BE IT RESOLVED: 1. The foregoing recitals are true and correct and incorporated into this resolution by this reference. 2. The City Council hereby approves the Annual and Five-Year Report, which contains the annual and five-year reports under the Mitigation Fee Act. 3. The City Council hereby adopts the findings required by Government Code 66001(d) as stated in the Five-Year Reporting and Findings Requirement section of the Annual and Five -Year Report, which demonstrates that, for each account or fund: a. The purpose of each fund is described in the Annual and Five-Year Report. b. A reasonable relationship exists between the fee charged to development projects and the purpose for which it is charged, based on the substantial evidence contained in the Annual and Five-Year Report. c. For each fund, the Annual and Five-Year Report identifies all sources and amounts of funding anticipated to complete the financing of incomplete improvements. 261 - 2 - d. For each fund, the Annual and Five-Year Report designates the approximate date on which the funding needed is expected to be deposited into the fund. PASSED AND ADOPTED this 21st day of November 2017, at a Regular Meeting of the City Council of the City of Cupertino by the following roll call vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: APPROVED: Grace Schmidt Savita Vaidhyanathan City Clerk Mayor, City of Cupertino 262 CITY OF CUPERTINO Legislation Details (With Text) File #: Version:116-2041 Name: Status:Type:Reports by Council and Staff Agenda Ready File created:In control:10/4/2016 City Council On agenda:Final action:11/21/2017 Title:Subject: Report on Committee assignments and general comments Sponsors: Indexes: Code sections: Attachments: Action ByDate Action ResultVer. City Council11/21/2017 1 Subject: Report on Committee assignments and general comments Report on Committee assignments and general comments CITY OF CUPERTINO Printed on 11/15/2017Page 1 of 1 powered by Legistar™263