10-02-2018 Searchable packetCITY OF CUPERTINO
AGENDA
CITY COUNCIL
4:00 PM
10300 Torre Avenue and 10350 Torre Avenue
Tuesday, October 2, 2018
Special Meeting Non-televised Closed Session (4:00) and Televised Study Session (5:00); 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, October 02, 2018, commencing at 4:00 p.m.
for a Closed Session in City Hall Conference Room A, 10300 Torre Avenue,
Cupertino, California 95014 and a Study Session at 5:00 p.m. in Community Hall
Council Chamber, 10350 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: Public Employee Discipline/Dismissal/Release - Gov’t Code Section
54957(b)(1).
STUDY SESSION - 5:00 PM
Community Hall Council Chamber, 10350 Torre Avenue
2.Subject: Factors affecting water rates in Cupertino
Recommended Action: Accept presentation on water rates
Staff Report
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October 2, 2018City Council AGENDA
ADJOURNMENT
REGULAR MEETING
PLEDGE OF ALLEGIANCE - 6:45 PM
Community Hall Council Chamber, 10350 Torre Avenue
ROLL CALL
CEREMONIAL MATTERS AND PRESENTATIONS
1.Subject: Proclamation for September as Ovarian Cancer Awareness Month
Recommended Action: Present Proclamation for September as Ovarian Cancer
Awareness Month
2.Subject: Proclamation for the 48th Annual Cupertino High School Tournament of
Bands
Recommended Action: Present Proclamation for the 48th Annual Cupertino High
School Tournament of Bands
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 September 18-19 City Council minutes
Recommended Action: Approve the September 18-19 City Council minutes
A - Draft Minutes
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October 2, 2018City Council AGENDA
4.Subject: Accept Accounts Payable for the period ending August 03, 2018
Recommended Action: Adopt Resolution No. 18-095 accepting Accounts Payable for
the period ending August 03, 2018
A - Draft Resolution
B - AP Report
5.Subject: Accept Accounts Payable for the period ending August 10, 2018
Recommended Action: Adopt Resolution No. 18-096 accepting Accounts Payable for
the period ending August 10, 2018
A - Draft Resolution
B - AP Report
6.Subject: Accept Accounts Payable for the period ending August 17, 2018
Recommended Action: Adopt Resolution No. 18-097 accepting Accounts Payable for
the period ending August 17, 2018
A - Draft Resolution
B - AP Report
7.Subject: Adopt a resolution increasing the employer's contribution for medical and
hospitalization insurance consistent with the Meyers-Geddes State Employees
Medical and Hospital Care Act for the Unrepresented (Management and
Confidential), Cupertino Employees’ Association (Employees Association),
Operating Engineers, Local Union No. 3 (Operating Engineers), Appointed (City
Attorney and City Manager), Elected Official groups and retired annuitants.
Recommended Action: Adopt Resolution No. 18-098 increasing the employer's
contribution for medical and hospitalization insurance for employees under the
Unrepresented, Cupertino Employees’ Association, Operating Engineers, Local union
No. 3, Appointed, Elected Officials, and retired annuitant groups.
Staff Report
A - Draft Resolution
8.Subject: Application for Alcohol Beverage License for Safeway, Inc. (dba
Safeway), 20620 Homestead Road
Recommended Action: Recommend approval to the California Department of
Alcoholic Beverage Control of the application for Alcohol Beverage License for
Safeway, Inc. (dba Safeway), 20620 Homestead Road
Staff Report
A - Application
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October 2, 2018City Council AGENDA
9.Subject: Recology Cupertino’s request for payment of $8,023 to cover additional
costs to process commercial organic materials collected in calendar year 2017
Recommended Action: Authorize a payment of $8,023 to Recology Cupertino from
the Resource Recovery fund 520-81-801 to cover additional costs to process
commercial organic materials collected in calendar year 2017
Staff Report
A – Recology Organic Processing Reimbursement Request (updated 8-18-18)
10.Subject: Annexation of Creston Dr. 18-01 (10598 Creston Dr. - APN 326-12-089)
Recommended Action: Adopt Resolution No. 18-099 making determinations and
approving the annexation of territory designated as “Creston Dr. 18-01” of
approximately 0.31 acre of land located on the north side of Creston Drive, between
Groveland Drive and Alderney Court
Staff Report
A - Location Map
B - Draft Resolution
11.Subject: Reject all bids for a construction contract for the McClellan Ranch
Preserve Community Garden Project
Recommended Action: Reject all bids related to the construction of the McClellan
Ranch Preserve Community Garden Improvements Project (Project No. 2019-06)
and authorize the rebid of the project
Staff Report
SECOND READING OF ORDINANCES
12.Subject: Second Reading of an Ordinance Designating Additional Preferential
Parking Zones Ordinance on Noble Fir Court, Red Fir Court and White Fir Court
(Continued from September 18)
Recommended Action: 1. Conduct the second reading of Ordinance No. 18-2176:
"An Ordinance of the City Council of the City of Cupertino Amending Cupertino
Municipal Code Section 11.27.145 Designating Additional Preferential Parking Zones
to add Noble Fir Court, Red Fir Court and White Fir Court"; and 2. Enact the
ordinance. Note: The first reading was conducted on August 21 and there were no
changes to the ordinance.
A - Draft Ordinance
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October 2, 2018City Council AGENDA
13.Subject: Second reading and enactment of ordinances to amend the Municipal
Code to allow Adoption and Implementation of Vallco Town Center Specific Plan,
to Rezone the Parcels within the Vallco Special Area and to Approve a
Development Agreement by and Between the City of Cupertino and Vallco
Property Owner LLC for the Development of Vallco Town Center. (Application
Number(s): MCA-2018-01, Z-2018-01, DA-2015-02; Applicant(s): City of
Cupertino (Municipal Code and Zoning Amendments) and Vallco Property
Owner, LLC (Development Agreement); Location: 10101 to 10333 North Wolfe
Road APN: 316-20-080, 316-20-081, 316-20-103, 316-20-107, 316-20-101,
316-20-105, 316-20-106, 316-20-104, 316-20-088, 316-20-092, 316-20-094,
316-20-099, 316-20-100, 316-20-095)
Recommended Action: Conduct the second reading and enact:
1. Ordinance No. 18-2177: “An Ordinance of the City Council of the City of
Cupertino Amending the Municipal Code to Allow Adoption and Implementation of
Vallco Town Center Specific Plan;”
2. Ordinance No. 18-2178: “An Ordinance of the City Council of the City of
Cupertino Rezoning the Parcels within the Vallco Special Area;” and
3. Ordinance No. 18-2179: “Ordinance of the City Council of the City of Cupertino
Approving a Development Agreement by and Between the City of Cupertino and
Vallco Property Owner LLC for the Development of Vallco Town Center.”
Staff Report
A - Ordinance 18-2177
B - Ordinance 18-2178
C - Ordinance 18-2179
PUBLIC HEARINGS
ORDINANCES AND ACTION ITEMS
14.Subject: Authorization of grant application to County of Santa Clara's
All-Inclusive Playground Grant Program
Recommended Action: Adopt Resolution No. 18-100 authorizing application to the
County of Santa Clara's All-Inclusive Playground Grant Program for funding to
replace an existing playground at Jollyman Park with an All-Inclusive playground, and
related actions.
Staff Report
A - Letter to County Board of Supervisors, Nov 2017
B - All-Inclusive Playground Procedural Guide, Program Two
C - Draft Resolution
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October 2, 2018City Council AGENDA
REPORTS BY COUNCIL AND STAFF
15.Subject: Report on Committee assignments and general comments
Recommended Action: Report on Committee assignments and general comments
ADJOURNMENT
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October 2, 2018City 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
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October 2, 2018City 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.
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CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4420 Name:
Status:Type:Closed Session Agenda Ready
File created:In control:9/26/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Public Employee Discipline/Dismissal/Release - Gov’t Code Section 54957(b)(1).
Sponsors:
Indexes:
Code sections:
Attachments:
Action ByDate Action ResultVer.
Subject: Public Employee Discipline/Dismissal/Release - Gov’t Code Section 54957(b)(1).
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
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CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4272 Name:
Status:Type:Study Session Agenda Ready
File created:In control:8/9/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Factors affecting water rates in Cupertino
Sponsors:
Indexes:
Code sections:
Attachments:Staff Report
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Factors affecting water rates in Cupertino
Accept presentation on water rates
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
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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 Date: October 2, 2018
Subject
Factors affecting water rates in Cupertino.
Recommended Action
Accept presentation on water rates.
Background and Discussion
The issue of water rates and conservation became important to many Cupertino residents
in California’s historic drought. While previous droughts had been experienced, it was
during the four year drought of 2012-16 that many water utilities imposed drought
surcharges, which carried noticeable financial impacts for customers.
In Cupertino, water customers are served by three water systems that approximately
divide the City into thirds. One system is owned & operated by California Water Service
(Cal Water), another is owned & operated by San Jose Water Company (San Jose Water),
and the third system is the Cupertino Municipal System, owned by the City and operated
through a lease by San Jose Water. Both Cal Water and San Jose Water are investor owned
utilities (IOU), while the Cupertino Municipal System is a government owned utility
(GOU), with full operations of the system provided through a lease to San Jose Water.
IOUs and GOUs have a different public process to determine rates. For IOUs the meter
charge, volume charge, and surcharges are proposed to the California Public Utilities
Commission (CPUC) through a general rate case (GRC) application process. GRC
applications are filed about 18 months in advance of their proposed implementation date
to allow for the CPUC and the California Public Advisors Office (Cal PA, formerly the
Office of Ratepayer Advocates) review and for public input. Charges established in the
GRC cover a three year period. Advice Letters are periodically submitted to the CPUC
for consideration to adjust rates established in the GRC and other decisions. The 2018 Tax
Cut and Jobs Act is an example of a previous Advice Letter filed by both Cal Water and
San Jose Water. Another filing made by IOUs is referred to as Cost of Capital. The
purpose of the Cost of Capital is to set the rate of return for dollars invested into the
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utility. Customers of IOUs are charged for their meter/service, water consumed and
surcharges. The purpose of the surcharge is to account for the costs of specific programs
and changes to rates, some of which occur outside of the GRC process. Surcharges can
include costs such as low income rate assistance, increased costs of wholesale water from
the Santa Clara Valley Water District (SCVWD) and other regulatory fees.
GOUs follow a different rate setting process. GOUs, instead of being regulated by the
CPUC, follow a State of California process known as Proposition 218. GOUs periodically
review their costs and adjust their rates accordingly. Per the lease agreement between the
City of Cupertino and San Jose Water, rates in the Cupertino Municipal System are
authorized by the City of Cupertino and generally follow those established by the CPUC
authorized rates of San Jose Water.
Charges for meter/service and water consumed vary for both IOUs & GOUs. Most all
utilities have established tiered rates based on water consumed. The below table shows
current charges for the three Cupertino systems and three adjacent GOUs for a residential
customer.
5/8x3/4”
Meter/Service Charge
Tiered Rate
Thresholds (Ccf)
Volume Rates
by Tier (per Ccf)
Cal Water $17.97 0 - 10 $5.24
11 - 27 $5.58
28+ $6.69
San Jose Water $25.28 0 -3 $4.22
4 - 18 $4.68
18+ $5.15
Cupertino Municipal
System leased to San
Jose Water
$23.98 0 -3 $4.06
4 - 18 $4.51
18+ $4.95
Sunnyvale $14.05 0 - 5 $4.39
6+ $5.36
Mountain View $15.15 0 - 3 $5.15
4 - 15 $6.87
16+ $10.99
Santa Clara $17.87 0+ $5.98
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The average residential customer in Cupertino uses 11ccf (1 Ccf=748 gallons) of water per
month. Using the meter/service charge, tiers and rates shown above, the below table
shows how total water costs for the average Cupertino customer vary among the IOUs
and GOUs.
5/8x3/4”
Meter/Service
Charge
11 Ccf Charge Surcharge Total
Cal Water $17.97 $58.01 $7.46 $83.44
San Jose Water $25.28 $50.58 $13.06 $88.931
Cupertino
Municipal
System leased
to San Jose
Water
$23.98 $48.25 $11.83 $84.062
Sunnyvale $14.05 $54.11 0 $68.16
Mountain
View
$15.15 $70.41 0 $85.56
Santa Clara $17.87 $65.78 0 $83.65
1Rates are effective August 2018
2 Rates have not increased since 2016
Water utility rates typically increase annually. Cal Water’s revenue requirement, which
is the foundation of rates paid by customers, is anticipated to increase by 3.4% in 2019;
3.7% in 2020 and 5.1% in 2021. San Jose Water is anticipated to have rate increases of
9.76%, 3.7% and 5.1% for the same period. GOUs are also expected to have increases. A
portion of the increases is driven by SCVWD wholesale water increases. As an example,
wholesale water costs increased 19.9%, 9.6% and 9.7% for 2016 through 2018. This caused
retail water consumption costs to increase approximately 8%, 4% & 4% for this same time
period. These increased wholesale costs are eventually added to other costs to operate
the utilities and are descriptive to how increasingly expensive water is becoming.
Overbilling of San Jose Water Company Customers
On June 6, 2017 AL No. 510 was submitted by San Jose Water Company to the CPUC to
reconcile billing errors made from January 2014 through December 2016. At issue is when
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San Jose Water Company billed their customers for CPUC authorized rate changes. By
submitting this AL, San Jose Water Company admitted that it was billing customers a
CPUC authorized rate prior to the effective date of the rate change.
The rate impact of AL No. 510 was a proposed one-time refund of $5.70 to residential
customers with a 3/4” meter. Customers with larger meters and commercial customers
would receive more. In total, San Jose Water Company calculated $1.794 million in
refunds to its customers. Since the error also occurred to customers of the Cupertino
Municipal System, a refund to these customers will also be required and will be addition
to the $1.794 million.
On June 23, 2017 Cal PA recommended to the CPUC that AL No. 510 be rejected and a
formal hearing be considered. City staff agreed with the Cal PA recommendation and
sent a similar request to the Water Director of the CPUC on July 26, 2017 and a second
letter dated August 9, 2018 to the CPUC Administrative Law Judge presiding over the
issue. The CPUC responded to the City’s letter on August 7, 2017 by stat ing that AL No.
510 was suspended pending further investigation and coordination with complaint
number C.17-06-009 filed by Water Rate Advocates for Transparency, Equity and
Sustainability.
On September 13, 2018 the CPUC opened a formal investigation into San Jose Water
Company’s billing practices. This action was due to an informal Cal PA investigation that
alleges that for at least 30 years, San Jose Water Company failed to pro-rate its customer
bills when a change to its service charge went into effect in the middle of a customer
billing cycle. Additionally, Cal PA alleges that San Jose Water Company double-billed its
customers when it converted from billing its service charge in advance to billing in
arrears. The Cal PA report recommends that San Jose Water Company implement a credit
to its customers of approximately $2 million for the time period of January 1, 2014 to
December 31, 2016, as well as another $1.9 million to reflect the 1987-2013 time
period. Additionally, Cal PA calculated that the total amount of double billing amounts
to nearly $5 million in overcharges.
The formal investigation by the CPUC will provide a forum to consider evidence and
argument on these issues from CPUC staff, San Jose Water Company, and other parties
to the proceeding. Evidence taken in the proceeding will be the basis for findings,
conclusions, and CPUC orders, including whether S an Jose Water Company should
provide refunds to customers as well as whether the company should face additional
financial penalties, reparation and other remedies.
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It would be premature at this time for the City to cause San Jose Water Company to credit
the customers of the Cupertino Municipal Water System for their amount of overbilling.
Instead, City staff recommends that the issue be monitored to see by how much the CPUC
changes or adds to the Cal PA recommendation to credit $8.9 million. As it is unknown
how long this investigation will take, City staff will create and keep updated a webpage
on the City website to assist Cupertino water customers in being timely informed of this
issue.
A presentation will be provided to the City Council at the October 2, 2018 Water Rate
Study Session. City Council and public input is invited.
Fiscal Impact
Millions of dollars are spent annually by water customers in Cupertino. The City alone
expended approximately $1.09 million for water last year. Any increase in the cost of
water impacts the budget of all consumers. When the issue of AL No. 510 is concluded
by the CPUC for customers of San Jose Water Company, customers of this system will
likely receive a one-time credit. Customers of the Cupertino Municipal System leased to
San Jose Water Company will also receive a refund. Increases in water costs for FY18/19
have been included in the FY18/19 Operating Budget. No adjustment has been made to
the FY18/19 Operating Budget for refunds that may be received as a result of overbilling
of City water accounts. No additional appropriations are requested.
Sustainability Impact
None.
____________________________________
Prepared by: Roger Lee, Assistant Director of Public Works Department
Reviewed by: Timm Borden, Director of Public Works Department
Approved for Submission by: Amy Chan, Interim City Manager
Attachments: None
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CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4398 Name:
Status:Type:Ceremonial Matters &
Presentations
Agenda Ready
File created:In control:9/17/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Proclamation for September as Ovarian Cancer Awareness Month
Sponsors:
Indexes:
Code sections:
Attachments:
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Proclamation for September as Ovarian Cancer Awareness Month
Present Proclamation for September as Ovarian Cancer Awareness Month
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CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4417 Name:
Status:Type:Ceremonial Matters &
Presentations
Agenda Ready
File created:In control:9/25/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Proclamation for the 48th Annual Cupertino High School Tournament of Bands
Sponsors:
Indexes:
Code sections:
Attachments:
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Proclamation for the 48th Annual Cupertino High School Tournament of Bands
Present Proclamation for the 48th Annual Cupertino High School Tournament of Bands
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CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:117-3290 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:11/13/2017 City Council
On agenda:Final action:10/2/2018
Title:Subject: Approve the September 18-19 City Council minutes
Sponsors:
Indexes:
Code sections:
Attachments:A - Draft Minutes
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Approve the September 18-19 City Council minutes
Approve the September 18-19 City Council minutes
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
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DRAFT MINUTES
CUPERTINO CITY COUNCIL
Tuesday, September 18, 2018
SPECIAL CITY COUNCIL MEETING
PLEDGE OF ALLEGIANCE
At 5:00 p.m. Mayor Darcy Paul called the Special City Council meeting to order in the Cupertino
Community Hall Council Chambers, 10350 Torre Avenue and led the Pledge of Allegiance.
ROLL CALL
Present: Mayor Darcy Paul, Vice Mayor Rod Sinks, and Councilmembers Barry Chang, Steven
Scharf, and Savita Vaidhyanathan. Absent: None.
Mayor Paul reported out on three closed session meetings from September 28, September 10, and
September 11 regarding the CM recruitment.
Subject: Public Employee Employment (Gov’t Code 54957(b)(1); Title: City Manager Recruitment.
Mayor Paul reported that no reportable action was taken.
CEREMONIAL MATTERS AND PRESENTATIONS
1. Subject: Proclamation recognizing Cupertino Library’s extended hours of service, which
will begin June 1.
Recommended Action: Present Proclamation recognizing Cupertino Library’s extended
hours of service, which will begin June 1.
Mayor Paul presented a Proclamation to Cupertino Librarian Clare Varesio recognizing
Cupertino Library’s extended hours of service, which will begin June 1.
2. Subject: Proclamation for "Energized by Art" utility box art contest winners
Recommended Action: Present Proclamation for "Energized by Art" utility box art contest
winners
19
City Council Minutes September 18-19, 2018
Mayor Paul presented a Proclamation for "Energized by Art" utility box art to the contest
winners.
POSTPONEMENTS
3. Subject: Continue Item Number 16, Second Reading of an Ordinance Designating
Additional Preferential Parking Zones to October 2
Recommended Action: Continue Item Number 16, Second Reading of an Ordinance
Designating Additional Preferential Parking Zones to October 2
Vaidhyanathan moved and Chang seconded to continue Item Number 16, Second Reading
of an Ordinance Designating Additional Preferential Parking Zones to October 2. The
motion carried unanimously.
ORAL COMMUNICATIONS
Phyllis Dickstein talked about procedural issues and timing of the Vallco Specific Plan.
Tessa Parish (Cupertino resident) talked about SB35.
Liang Chao (Cupertino resident) talked about SB35.
Jennifer Griffin talked about San Jose Urban Villages.
Kitty Moore talked about SB35.
Julia Miyakawa (Cupertino resident) talked about Regnart Creek (distributed written
comments)
Richard Mehlinger (Sunnyvale resident) talked about minimum wage.
Sinks moved and Vaidhyanathan seconded to finish all public comment for item number 17
regarding Vallco Specific Plan on September 18, close the public hearing, and then adjourn and
continue the meeting to September 19 for deliberation. The motion carried with Chang voting no.
CONSENT CALENDAR
Vaidhyanathan moved and Sinks seconded to approve the items on the Consent Calendar as
presented with the exception of item number 15 which was pulled for discussion. Ayes: Paul,
Sinks, Chang, Scharf, and Vaidhyanathan. Noes: None. Abstain: None. Absent: None.
20
City Council Minutes September 18-19, 2018
4. Subject: Approve the August 21 City Council minutes
Recommended Action: Approve the August 21 City Council minutes
5. Subject: Accept Accounts Payable for the period ending June 29, 2018
Recommended Action: Adopt Resolution No. 18-087 accepting Accounts Payable for the
period ending June 29, 2018
6. Subject: Accept Accounts Payable for the period ending July 06, 2018
Recommended Action: Adopt Resolution No. 18-088 accepting Accounts Payable for the
period ending July 06, 2018
7. Subject: Accept Accounts Payable for the period ending July 13, 2018
Recommended Action: Adopt Resolution No. 18-089 accepting Accounts Payable for the
period ending July 13, 2018
8. Subject: Accept Accounts Payable for the period ending July 20, 2018
Recommended Action: Adopt Resolution No. 18-090 accepting Accounts Payable for the
period ending July 20, 2018
9. Subject: Accept Accounts Payable for the period ending July 27, 2018
Recommended Action: Adopt Resolution No. 18-091 accepting Accounts Payable for the
period ending July 27, 2018
10. Subject: Biennial Review of City of Cupertino Conflict of Interest Code for officials and
designated employees (Form 700).
Recommended Action: a.) Rescind Resolution No. 16-090 and adopt Resolution No. 18-092
amending the City of Cupertino Conflict of Interest Code for officials and designated
employees and requiring electronic filing of all Statements of Economic Interest; and b.)
Authorize the City Manager to sign the required 2018 Local Agency Biennial Notice.
11. Subject: Fee waiver request from League of Women Voters of Cupertino-Sunnyvale for
approximately $300 in facility use fees for use of Community Hall on September 24, October
1, and October 8, 2018 for candidate forums
Recommended Action: Approve fee waiver request for approximately $300 in facility use
fees for the use of Community Hall on September 24, October 1, and October 8, 2018 for
candidate forums
12. Subject: Equipment Sharing Agreement between the City of Cupertino, Town of Los Gatos
and City of Campbell
21
City Council Minutes September 18-19, 2018
Recommended Action: Authorize the City Manager to execute the Equipment Sharing
Agreement (ESA) between the City of Cupertino, Town of Los Gatos and City of Campbell
on behalf of the City of Cupertino in substantially similar format to the attached draft
agreement; and authorize the City Manager or designee to maintain an Equipment Catalog,
establishing shared equipment and rates
13. Subject: Annexation of Creston Dr. 18-01 (10598 Creston Dr. - APN 326-12-089)
Recommended Action: Adopt Resolution No. 18-093 initiating proceedings and setting
October 2, 2018 for City Council consideration of reorganization of territory designated as
“Creston Dr. 18-01”
14. Subject: Resolution declaring a climate emergency
Recommended Action: Adopt Resolution No. 18-094 declaring a climate emergency
15. Subject: Apple, Inc. donation to augment public safety service levels in the City of Cupertino
Recommended Action: 1. Accept a donation from Apple, Inc. in the amount of $558,979 for
increased police services in Cupertino for FY 2018-19; and 2. Approve an expenditure
increase of $558,979 in the Law Enforcement Division budget for 2,725 hours of additional
police services from the Santa Clara County Sheriff’s Office for a total FY 2018-19 contract
amount of $12,175,154 to $12,734,133.
Vice Mayor Sinks noted he had a conflict of interest on this item and left the dais.
Deputy City Manager Jaqui Guzman reviewed the staff report and answered questions
from Council.
Mayor Paul opened public comment and the following individual spoke:
Kitty Moore (Cupertino resident).
Mayor Paul closed public comment.
Chang moved and Vaidhyanathan seconded to 1. Accept a donation from Apple, Inc. in the
amount of $558,979 for increased police services in Cupertino for FY 2018 -19; and 2.
Approve an expenditure increase of $558,979 in the Law Enforcement Division budget for
2,725 hours of additional police services from the Santa Clara County Sheriff’s Office for a
total FY 2018-19 contract amount of $12,175,154 to $12,734,133. The motion carried with
Sinks recusing.
Vice Mayor Sinks returned to the dais.
22
City Council Minutes September 18-19, 2018
SECOND READING OF ORDINANCES
16. Subject: Second Reading of an Ordinance Designating Additional Preferential Parking
Zones Ordinance on Noble Fir Court, Red Fir Court and White Fir Court
Recommended Action: 1. Conduct the second reading of Ordinance No. 18-2176: "An
Ordinance of the City Council of the City of Cupertino Amending Cupertino Municipal
Code Section 11.27.145 Designating Additional Preferential Parking Zones to add Noble Fir
Court, Red Fir Court and White Fir Court"; and 2. Enact the ordinance. Note: The first
reading was conducted on August 21 and there were no changes to the ordinance. (This
item will be continued to October 2)
Under Postponements, this item was continued to October 2.
PUBLIC HEARINGS
17. Subject: Vallco Town Center Special Area: Specific Plan and associated amendments to the
General Plan, Zoning Map, and Municipal Code, to establish and modify development
standards, including heights, density, and residential, commercial, and office development
allocations; CEQA environmental review of project impacts and mitigation; Development
Agreement. The Specific Plan provides for two Tiers of development that include the
following development allocations: Tier 1 - up to 2,034 residential units, up to 750,000 sq.ft.
of office development, and minimum of 600,000 sq.ft. of commercial development; and Tier
2 - with community benefits, up to 2,923 residential units, up to 1.5 million sq.ft. sq.ft. of
office development (with an additional 250,000 sq.ft. of office amenity space) and a
minimum of 485,000 sq.ft. of commercial development which includes civic spaces. The
Development Agreement provides community benefits, including a new City Hall (warm
shell), a Performing Arts Center (warm shell), affordable housing to moderate income
households, and financial and in-kind contributions toward local transportation
improvements and public schools. Planning Commission recommendations are included in
the report, and include a middle tier, between Tier 1 and Tier 2 development, with 2,923
residential units, reduced office allocation and a commensurate reduction in community
benefits. (Application Number(s): GPA-2018-02, Z-2018-01, SPA-2017-01, MCA-2018-01,
DA-2015-02 (EA-2017-05); Applicant(s): City of Cupertino (Specific Plan, General Plan
Amendments, Zoning, Municipal Code Amendments and Environmental Review) and
Vallco Property Owner, LLC (Development Agreement); Location: 10101 to 10333 North
Wolfe Road; APN: 316-20-080, 316-20-081, 316-20-103, 316-20-107, 316-20-101, 316-20-105,
316-20-106, 316-20-104, 316-20-088, 316-20-092, 316-20-094, 316-20-099, 316-20-100, 316-20-
095)
Recommended Action: The Planning Commission recommends that the City Council
conduct a hearing and 1. Adopt Draft Resolution No. 18-084, certifying the Final
23
City Council Minutes September 18-19, 2018
Environmental Impact Report (FEIR), adopt CEQA findings, a Statement of Overriding
Considerations and adopting and incorporating the mitigation measures into the Project,
and adopting a Mitigation Monitoring and Reporting Program. 2. Adopt Draft Resolution
No. 18-085, approving General Plan amendments required to implement the Specific Plan.
3. Adopt Draft Resolution No. 18-086, approving the proposed Vallco Town Center Specific
Plan, and associated clarifying/supplemental language. 4. Conduct the first reading of
Ordinance No. 18-2177: “An Ordinance of the City Council of the City of Cupertino
Amending the Municipal Code to Allow Adoption and Implementation of Vallco Town
Center Specific Plan.” 5. Conduct the first reading of Ordinance No. 18-2178: “An Ordinance
of the City Council of the City of Cupertino Rezoning the Parcels within the Vallco Special
Area.” 6. Conduct the first reading of Ordinance No. 18-2179: “Ordinance of the City
Council of the City of Cupertino Approving a Development Agreement by and Between
the City of Cupertino and Vallco Property Owner LLC for the Development of Vallco Town
Center.”
Written communications for this item included public comments, Opticos Design Vallco
Special Area Specific Plan presentation, Vallco Specific Plan Environmental Impact Report
presentation, Vallco Town Center Specific Plan presentation, School Impact report, Specific
Plan errata, Development Agreement clarifications, and late comments memo.
Senior Planner Catarina Kidd reviewed the staff report and presentation.
Consultant Daniel Parolek from Opticos Design made a presentation on the Specific Plan.
Judy Shandley from David J. Powers gave a presentation on the EIR (Environmental Impact
Report).
Other consultants, Franziska Church from Fehr & Peers, Kristy Weis from David J. Powers,
Richard Recht, Benjamin Sigman, and Stason Foster from Cornerstone were also available
to answer questions regarding traffic, economics, and school impact. Consulting attorneys
were also available to answer questions including Karen Murphy, Ellen Garber from Shute,
Mihaly & Weinberger LLP, Eric Phillips from Goldfarb & Lipman LLP, Gerald Ramiza
from Burke, and Williams & Sorensen LLP.
Reed Moulds from Sand Hill Property Company gave a presentation on the Vallco Specific
Plan.
Staff and consultants answered questions from Council.
Council recessed from 7:50 p.m. to 8:02 p.m.
24
City Council Minutes September 18-19, 2018
Staff and consultants answered questions from Council.
Mayor Paul opened the public hearing and the following individuals spoke:
Patrick Aherns (Cupertino resident) on behalf of Assembly Member Evan Low
Carl Guardino on behalf of Silicon Valley Leadership Group
Jean Bedord (Cupertino resident)
Polly Bove (Mountain View resident) on behalf of Fremont Union High School District
Craig Baker on behalf of Cupertino Union School District
Martin Phipps (Cupertino resident) on behalf of J.R. Fruen
Rich Parker (Cupertino resident) on behalf of Pete Heller
Matt Regan (Pleasant Hill resident) on behalf of Bay Area Council
Jean Cohen (San Jose resident) on behalf of UA Local 393
Herbert Knoesel (Cupertino resident)
Coop Rez (Cupertino resident) - distributed blank petitions
Tessa Parish (Cupertino resident)
Jan Stokley on behalf of Housing Choices
Ganesh Sure (Cupertino resident)
Tom Yetter on behalf of San Andreas Regional Center
Craig Mizushima on behalf of Housing Trust of Silicon Valley
David Mayer on behalf of Silicon Valley @home
Leslie Corsiglia on behalf of Silicon Valley @home
Al DiFrancesco (Cupertino resident)
Dundee Maples (Cupertino resident)
Jennifer Griffin
Joan Chin (Cupertino resident)
Kitty Moore
Lusha Peng (Cupertino resident)
Cathy Wang (Cupertino resident)
Yuwen Su (Cupertino resident)
Sumako Tobori (Cupertino resident)
Andrew Walters on behalf of Cupertino Chamber of Commerce and Donna Austin
Monica Chandra on behalf of West Valley Community Services (WVCS)
Sujatha Venkatraman on behalf of WVCS
Council recessed from 11:05 p.m. to 11:15 p.m.
Thomas Maiello (Cupertino resident)
John McGuigan (Cupertino resident)
Marie Liu (Cupertino resident)
25
City Council Minutes September 18-19, 2018
Richard Mehlinger
Kent Vincent (Cupertino resident) - distributed written comments
Amit Panditreo (Cupertino resident)
Neil Struthers (San Jose resident) on behalf of IBEW/NECA
Ping Wang
Paula Davis (San Jose resident)
Danessa Techmanski (Cupertino resident)
Geoff Paulsen (Cupertino resident)
Mark Mollineaux (Sunnyvale resident) on behalf of Sunnyvale Tenants Union
Liang Chao (Cupertino resident)
David Bini (San Jose resident) on behalf of the Building Trades Council
Ignatius Ding (Cupertino resident)
Joe Pereira (Cupertino resident)
Keith Warner (Cupertino resident)
Lisa Warren
Lin Pan (Cupertino resident)
Bob Stromberg on behalf of Destination = Home
Edward Hirshfield (Cupertino resident)
Ilker Erbil (Sunnyvale resident)
Kris Campos (San Jose resident)
David Wei (Cupertino resident) on behalf of OSF
Kelsey Banes (Palo Alto resident)
Michael Zhang (Cupertino resident)
Mark Brodsky (Los Gatos resident)
Lili Li
Larry Hendleo (Cupertino resident)
Jay Zhang (Cupertino resident)
Catherine Chen
Wenguang Wang (Santa Clara resident)
Orrin Mahoney (Cupertino resident)
Shanshan Liu
Peggy Griffin (Cupertino resident)
Kim James (Cupertino resident)
Regina Thomas (Cupertino resident) on behalf of WVCS and Housing Choices
Holly Lofgren (Sunnyvale resident)
Yunjia Dai (Cupertino resident)
Liana Crabtree (Cupertino resident)
Michael Mar (Cupertino resident)
Mayor Paul closed the public hearing.
26
City Council Minutes September 18-19, 2018
Per the vote earlier in the evening, the special meeting of the Cupertino City Council held on
Tuesday, September 18, 2018 was adjourned to Wednesday, September 19, 2018 at 5:00 p.m. for
purposes of continued hearing, consideration, deliberation, and decisions on all items listed as
Item #17 on the September 18, 2018 City Council agenda. Subject: Vallco Town Center Special Area:
Specific Plan and associate amendments to the General Plan, Zoning Map, and Municipal Code,
to establish and modify development standards, including heights, density, and residential,
commercial, and office development allocations; CEQA environmental review of project impacts
and mitigation; Development Agreement. The public testimony portion of the hearing has been
closed and remains closed. The meeting will be held in the Community Hall Council Chamber,
10350 Torre Avenue, Cupertino, California.
At 1:49 a.m. on Wednesday, September 19, Mayor Paul adjourned and continued the meeting as
noted above.
Wednesday, September 19, 2018
CONTINUED SPECIAL MEETING FROM SEPTEMBER 18
PLEDGE OF ALLEGIANCE
At 5:07 p.m. Mayor Darcy Paul called the Special City Council meeting to order in the Cupertino
Community Hall Council Chambers, 10350 Torre Avenue and led the Pledge of Allegiance.
ROLL CALL
Present: Mayor Darcy Paul, Vice Mayor Rod Sinks, and Councilmembers Barry Chang, Steven
Scharf, and Savita Vaidhyanathan. Absent: None.
PUBLIC HEARINGS - Continued
17. Subject: Vallco Town Center Special Area: Specific Plan and associated amendments to the
General Plan, Zoning Map, and Municipal Code, to establish and modify development
standards, including heights, density, and residential, commercial, and office development
allocations; CEQA environmental review of project impacts and mitigation; Development
Agreement. The Specific Plan provides for two Tiers of development that include the
following development allocations: Tier 1 - up to 2,034 residential units, up to 750,000 sq.ft.
of office development, and minimum of 600,000 sq.ft. of commercial development; and Tier
2 - with community benefits, up to 2,923 residential units, up to 1.5 million sq.ft. sq.ft. of
office development (with an additional 250,000 sq.ft. of office amenity space) and a
27
City Council Minutes September 18-19, 2018
minimum of 485,000 sq.ft. of commercial development which includes civic spaces. The
Development Agreement provides community benefits, including a new City Hall (warm
shell), a Performing Arts Center (warm shell), affordable housing to moderate income
households, and financial and in-kind contributions toward local transportation
improvements and public schools. Planning Commission recommendations are included in
the report, and include a middle tier, between Tier 1 and Tier 2 development, with 2,923
residential units, reduced office allocation and a commensurate reduction in community
benefits. (Application Number(s): GPA-2018-02, Z-2018-01, SPA-2017-01, MCA-2018-01,
DA-2015-02 (EA-2017-05); Applicant(s): City of Cupertino (Specific Plan, General Plan
Amendments, Zoning, Municipal Code Amendments and Environmental Review) and
Vallco Property Owner, LLC (Development Agreement); Location: 10101 to 10333 North
Wolfe Road; APN: 316-20-080, 316-20-081, 316-20-103, 316-20-107, 316-20-101, 316-20-105,
316-20-106, 316-20-104, 316-20-088, 316-20-092, 316-20-094, 316-20-099, 316-20-100, 316-20-
095)
Recommended Action: The Planning Commission recommends that the City Council
conduct a hearing and 1. Adopt Draft Resolution No. 18-084, certifying the Final
Environmental Impact Report (FEIR), adopt CEQA findings, a Statement of Overriding
Considerations and adopting and incorporating the mitigation measures into the Project,
and adopting a Mitigation Monitoring and Reporting Program. 2. Adopt Draft Resolution
No. 18-085, approving General Plan amendments required to implement the Specific Plan.
3. Adopt Draft Resolution No. 18-086, approving the proposed Vallco Town Center Specific
Plan, and associated clarifying/supplemental language. 4. Conduct the first reading of
Ordinance No. 18-2177: “An Ordinance of the City Council of the City of Cupertino
Amending the Municipal Code to Allow Adoption and Implementation of Vallco Town
Center Specific Plan.” 5. Conduct the first reading of Ordinance No. 18-2178: “An Ordinance
of the City Council of the City of Cupertino Rezoning the Parcels within the Vallco Special
Area.” 6. Conduct the first reading of Ordinance No. 18-2179: “Ordinance of the City
Council of the City of Cupertino Approving a Development Agreement by and Between
the City of Cupertino and Vallco Property Owner LLC for the Development of Vallco Town
Center.”
Written communications for this item included Development Agreement clarifications.
Staff and consultants answered questions from Council.
Original motion: Sinks moved and Chang seconded to approve the staff recommendation
including all desktop item inclusions.
Council recessed from 7:20 p.m. to 7:30 p.m.
28
City Council Minutes September 18-19, 2018
Councilmembers deliberated.
Council recessed from 9:03 p.m. to 9:15 p.m.
Councilmembers continued to deliberate.
Paul moved and Scharf seconded to amend the motion to decrease the office allocation from
1.75 million to 750,000 square feet and strike the provision in the Development Agreement
regarding any referendum or lawsuit or any action taken to challenge the Spe cific Plan
proposal. The motion failed with Paul and Scharf voting yes, Sinks, Chang, and
Vaidhyanathan voting no.
Paul moved and Scharf seconded to amend the motion to decrease the office allocation from
1.75 million to 900,000 square feet and strike the provision in the Development Agreement
regarding any referendum or lawsuit or any action taken to challenge the Specific Plan
proposal. The motion failed with Paul and Scharf voting yes, Sinks, Chang, and
Vaidhyanathan voting no.
Paul moved and Scharf seconded to amend the motion to decrease the office allocation from
1.75 million to 1.25 million square feet and strike the provision in the Development
Agreement regarding any referendum or lawsuit or any action taken to challenge the
Specific Plan proposal. The motion failed with Paul and Scharf voting yes, Sinks, Chang,
and Vaidhyanathan voting no.
The original motion was amended as follows:
Sinks moved and Chang seconded to adopt Draft Resolution No. 18-084, certifying the Final
Environmental Impact Report (FEIR), adopting CEQA findings, a Statement of Overriding
Considerations and adopting and incorporating the mitigation measures into the Project,
and adopting a Mitigation Monitoring and Reporting Program, incorporating all
supplemental text revisions provided as desk items into the Final EIR. The motion carried
with Scharf voting no.
Sinks moved and Chang seconded to adopt Draft Resolution No. 18-085, approving General
Plan amendments required to implement the Specific Plan. The motion carried with Paul
and Scharf voting no.
Sinks moved and Chang seconded to adopt Draft Resolution No. 18-086, approving the
proposed Vallco Town Center Specific Plan, and associated clarifying/supplemental
29
City Council Minutes September 18-19, 2018
language including supplemental text errata presented as a desk item. The motion carried
with Paul and Scharf voting no.
City Clerk Grace Schmidt read the title of Ordinance No. 18 -2177: “An Ordinance of the
City Council of the City of Cupertino Amending the Municipal Code to Allow Adoption
and Implementation of Vallco Town Center Specific Plan.”
Sinks moved and Chang seconded to read Ordinance No. 18-2177 by title only and that the
City Clerk’s reading would constitute the first reading thereof. Ayes: Sinks, Chang,
Vaidhyanathan. Noes: Paul, Scharf. Abstain: None. Absent: None.
City Clerk Grace Schmidt read the title of Ordinance No. 18 -2178: “An Ordinance of the
City Council of the City of Cupertino Rezoning the Parcels within the Vallco Special Area.”
Sinks moved and Chang seconded to read Ordinance No. 18-2178 by title only and that the
City Clerk’s reading would constitute the first reading thereof. Ayes: Sinks, Chang,
Vaidhyanathan. Noes: Paul, Scharf. Abstain: None. Absent: None.
City Clerk Grace Schmidt read the title of Ordinance No. 18-2179: “Ordinance of the City
Council of the City of Cupertino Approving a Development Agreement by and Between
the City of Cupertino and Vallco Property Owner LLC for the Development of Vallco Town
Center.”
Sinks moved and Chang seconded to read Ordinance No. 18-2179 by title only and that the
City Clerk’s reading would constitute the first reading thereof including all text revisions
presented as desk items on September 18 and 19 related to ELI (Extremely Low Income)
units, Cupertino Union School District (CUSD) contributions and sanitary sewer changes.
Ayes: Sinks, Chang, Vaidhyanathan. Noes: Paul, Scharf. Abstain: None. Absent: None.
ORDINANCES AND ACTION ITEMS - None
REPORTS BY COUNCIL AND STAFF
18.Subject: Report on Committee assignments and general comments
Recommended Action: Report on Committee assignments and general comments
Councilmembers highlighted the activities of their committees and various community
events.
ADJOURNMENT
30
City Council Minutes September 18-19, 2018
At 10:35 p.m., Mayor Paul adjourned the meeting.
___________________________
Grace Schmidt, City Clerk
31
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4332 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:9/5/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Accept Accounts Payable for the period ending August 03, 2018
Sponsors:
Indexes:
Code sections:
Attachments:A - Draft Resolution
B - AP Report
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Accept Accounts Payable for the period ending August 03, 2018
Adopt Resolution No. 18-095 accepting Accounts Payable for the period ending August 03,
2018
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
powered by Legistar™32
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
August 3, 2018
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: _____________________________
Zach Korach, Finance Manager
PASSED AND ADOPTED at a regular meeting of the City Council of the
City of Cupertino this 2nd day of October, 2018, by the following vote:
Vote Members of the City Council
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
_________________________ ________________________
Grace Schmidt, City Clerk Darcy Paul, Mayor, City of Cupertino
33
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Main Account - Main Checking Account
Check
716357 08/03/2018 Open Accounts Payable 4LEAF INC $1,406.15
Invoice Date Description Amount
J1181MM 06/19/2018 Accrual FY17-18 On call inspections 20218/05 $1,406.15
716358 08/03/2018 Open Accounts Payable CANNON DESIGN GROUP $1,890.00
Invoice Date Description Amount
18045 06/04/2018 Accrual FY17-18 Design Services 7623 Squirewood
Wy
$1,890.00
716359 08/03/2018 Open Accounts Payable CSG CONSULTANTS INC $5,790.00
Invoice Date Description Amount
19151 07/20/2018 Accrual FY17-18 AC2 #501 Plan Review 2018/06 $1,880.00
18886 06/20/2018 Accrual FY17-18 AC2 #501 Plan Review 2018/05 $3,910.00
716360 08/03/2018 Open Accounts Payable DAVID J POWERS & ASSOCIATES $77,834.09
Invoice Date Description Amount
22607 07/23/2018 Accrual FY17-18 Vallco #805 Specific Plan EIR
2018/06
$77,834.09
716361 08/03/2018 Open Accounts Payable DIVISION OF THE STATE
ARCHITECT
$392.00
Invoice Date Description Amount
2019-00000279 07/31/2018 Accrual FY17-18 SB 1186 State Pmt 4/1-6/30/18 $392.00
716362 08/03/2018 Open Accounts Payable EPAC TECHNOLOGIES INC $306.37
Invoice Date Description Amount
E305626 03/29/2018 Accrual FY17-18 CITY ENVELOPES FOR QCC $306.37
716363 08/03/2018 Open Accounts Payable LSA ASSOCIATES INC $550.00
Invoice Date Description Amount
160971 07/26/2018 Accrual FY17-18 AC2 #501 EIR 2018/06 $550.00
716364 08/03/2018 Open Accounts Payable MONTGOMERY, KAE $480.00
Invoice Date Description Amount
2018-00001733 06/26/2018 June classes $480.00
716365 08/03/2018 Open Accounts Payable OASAY-ANDERSON, TONI $63.88
Invoice Date Description Amount
ToniO07182018 07/18/2018 Accrual FY17-18 cell reimbursement May and June $63.88
716366 08/03/2018 Open Accounts Payable OFFICE DEPOT $880.51
Invoice Date Description Amount
139399355001 05/16/2018 Accrual FY17-18 OFFICE & COFFEE FOR QCC $361.81
154198091001 06/20/2018 Accrual FY17-18 office supplies for qcc $506.83
154198434001 06/20/2018 Accrual FY17-18 ENVELOPES FOR QCC $11.87
716367 08/03/2018 Open Accounts Payable PLACEWORKS, INC $6,220.68
Invoice Date Description Amount
65972 06/30/2018 Accrual FY17-18 Cupertino Village Hotel #812 IS/MND
2018/06
$5,833.08
65871 06/30/2018 Accrual FY17-18 Westport #864 IS/MND 2018/06 $387.60
716368 08/03/2018 Open Accounts Payable STAPLES BUSINESS ADVANTAGE $481.99
Invoice Date Description Amount
3378256992 05/16/2018 Accrual FY17-18 PAPER FOR QCC $295.63
Monday, August 06, 2018Pages: 1 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
34
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
3380121161 06/02/2018 Accrual FY17-18 PAPER FOR QCC $186.36
716369 08/03/2018 Open Accounts Payable STUDIOS ARCHITECTURE $600.00
Invoice Date Description Amount
0111317 07/29/2018 Accrual FY17-18 Design Services 20565 Valley Green
Dr
$600.00
716370 08/03/2018 Open Accounts Payable SYSCO FOOD SERVICES OF SF $4,207.19
Invoice Date Description Amount
250168893 06/07/2018 Accrual FY17-18 Coffee and June Birthday Bash food $1,804.74
250183767 06/14/2018 Accrual FY17-18 Food for BBF Cafe $2,402.45
716371 08/03/2018 Open Accounts Payable TOWN & COUNTRY ADVERTISING $72.00
Invoice Date Description Amount
A329709 05/28/2018 Accrual FY17-18 Memorial Day Advertisement
Campbell Express
$72.00
716372 08/03/2018 Open Accounts Payable US BANK-PURCHASING CARD
PROGRAM
$53,438.02
Invoice Date Description Amount
JeffO071618 07/16/2018 Accrual FY17-18 9315 CC Charges $290.64
JonathanF071618 07/16/2018 Accrual FY17-18 3969 CC Charges $441.16
ChyleneO071618 07/16/2018 Accrual FY17-18 5561 CC Charges $159.14
BillB071618 07/16/2018 Accrual FY17-18 5247 CC Charges $30.49
DomingoS071618 07/16/2018 Accrual FY17-18 7167 CC Charges $97.97
TyB071618 07/16/2018 Accrual FY17-18 3195 CC Charges $3,838.18
ShawnT071618 07/16/2018 Accrual FY17-18 0179 CC Charges $10.05
IsaacP071618 07/16/2018 Accrual FY17-18 0125 CC Charges $188.24
JasonG071618 07/16/2018 Accrual FY17-18 2795 CC Charges $614.56
RudyL071618 07/16/2018 Accrual FY17-18 8736 CC Charges $176.00
BrianG071618 07/16/2018 Accrual FY17-18 6202 CC Charges $644.08
RobertG071618 07/16/2018 Accrual FY17-18 6980 CC Charges $404.57
KarenL071618 07/16/2018 Accrual FY17-18 9583 CC Charges $1,002.49
ChristineH071618 07/16/2018 Accrual FY17-18 5957 CC Charges $796.56
TiffanieC071618 07/16/2018 Accrual FY17-18 4383 CC Charges $28.32
BillM071618 07/16/2018 Accrual FY17-18 6500 CC Charges $6,837.28
AlbertS071618 07/16/2018 Accrual FY17-18 7270 CC Charges $635.08
GraceS071618 07/16/2018 Accrual FY17-18 2958 CC Charges $83.29
GailS071618 07/16/2018 Accrual FY17-18 3235 CC Charges $475.00
MarcL071618 07/16/2018 Accrual FY17-18 0138 CC Charges $188.88
MaryR071618 07/16/2018 Accrual FY17-18 7630 CC Charges $24.00
MariaJ071618 07/16/2018 Accrual FY17-18 3859 CC Charges $3,080.28
CesarG071618 07/16/2018 Accrual FY17-18 9076 CC Charges $95.75
AndrewS071618 07/16/2018 Accrual FY17-18 9993 CC Charges $210.51
KelseyH071618 07/16/2018 Accrual FY17-18 1679 CC Charges $1,789.90
MikeL071618 07/16/2018 Accrual FY17-18 9433 CC Charges $948.43
BrianB071618 07/16/2018 Accrual FY17-18 4195 CC Charges $97.41
ClareF071618 07/16/2018 Accrual FY17-18 0078 CC Charges $679.98
AdriannaS071618 07/16/2018 Accrual FY17-18 0890 CC Charges $461.68
JuliaK071618 07/16/2018 Accrual FY17-18 0918 CC Charges $3,969.65
MariluM071618 07/16/2018 Accrual FY17-18 8795 CC Charges $768.93
PeggyF071618 07/16/2018 Accrual FY17-18 0924 CC Charges $178.22
Monday, August 06, 2018Pages: 2 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
35
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
AmandaH071618 07/16/2018 Accrual FY17-18 9326 CC Charges $868.89
LauraL071618 07/16/2018 Accrual FY17-18 8688 CC Charges $357.00
DanielM071618 07/16/2018 Accrual FY17-18 8787 CC Charges $2,848.92
RachelleS071618 07/16/2018 Accrual FY17-18 8269 CC Charges $930.32
BethE071618 07/16/2018 Accrual FY17-18 5593 CC Charges $2,311.82
UrsulaS071618 07/16/2018 Accrual FY17-18 2512 CC Charges $263.71
BarbaraB071618 07/16/2018 Accrual FY17-18 8712 CC Charges $669.11
ColleenF071618 07/16/2018 Accrual FY17-18 0798 CC Charges $986.04
MollyJ071618 07/16/2018 Accrual FY17-18 5546 CC Charges $1,119.40
ReiD071618 07/16/2018 Accrual FY17-18 9254 CC Charges $2,611.71
AlexC071618 07/16/2018 Accrual FY17-18 0400 CC Charges $1,119.36
JuliaL071618 07/16/2018 Accrual FY17-18 0908 CC Charges $722.97
KimC071618 07/16/2018 Accrual FY17-18 8696 CC Charges $5,927.71
TimC071618 07/16/2018 Accrual FY17-18 6518 CC Charges $327.41
DavidB071618 07/16/2018 Accrual FY17-18 3785 CC Charges $1,036.60
ToniO071618 07/16/2018 Accrual FY17-18 6442 CC Charges $2,075.36
KimF071618 07/16/2018 Accrual FY17-18 6867 CC Charges $14.97
716373 08/03/2018 Open Accounts Payable VERIZON WIRELESS $18.00
Invoice Date Description Amount
9810334798 07/04/2018 Accrual FY17-18 Verizon Phone Services for EOC
06/05/18-07/04/18
$18.00
716374 08/03/2018 Open Accounts Payable WILEY PRICE & RADULOVICH LLP $12,828.50
Invoice Date Description Amount
28719-B 06/30/2018 Accrual FY17-18 Professional Services Rendered
Through June 2018
$12,828.50
716375 08/03/2018 Open Accounts Payable DEEPA YUVARAJ $238.00
Invoice Date Description Amount
2018-00001671 06/17/2018 Withdraw from MnCraft $238.00
716376 08/03/2018 Open Accounts Payable A.I.R.$790.00
Invoice Date Description Amount
RudyL073118 07/31/2018 Facilities: Training and Instruction $395.00
DomingoS073118 07/31/2018 Facilities: Training and Instruction $395.00
716377 08/03/2018 Open Accounts Payable AIRGAS USA LLC $407.73
Invoice Date Description Amount
9078131958 07/13/2018 Grounds - Memorial Park Supplies $407.73
716378 08/03/2018 Open Accounts Payable ALHAMBRA & SIERRA SPRINGS $71.40
Invoice Date Description Amount
4984902 071418 07/14/2018 water $71.40
716379 08/03/2018 Open Accounts Payable ALVERNAZ CONSTRUCTION $9,300.00
Invoice Date Description Amount
2026 06/30/2018 City Hall Bike Rack Concrete Pad $9,300.00
716380 08/03/2018 Open Accounts Payable ANYA KROTH $70.00
Invoice Date Description Amount
073018 07/30/2018 Neighborhood Events (7.26 & 8.2) TaiChi in the Park $70.00
Monday, August 06, 2018Pages: 3 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
36
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716381 08/03/2018 Open Accounts Payable BAY AREA AIR QUALITY MGMT
DIST
$360.00
Invoice Date Description Amount
268114 07/04/2018 Annual Gas Dispensing Permit Renewal Fee $360.00
716382 08/03/2018 Open Accounts Payable BAY GLASS COMPANY INC $836.00
Invoice Date Description Amount
1708 07/25/2018 Facilities Creekside Park: Supplies protective film $836.00
716383 08/03/2018 Open Accounts Payable BUSTA-GROOVE INC.$1,000.00
Invoice Date Description Amount
2019-00000272 07/31/2018 live music performance neighborhood events $1,000.00
716384 08/03/2018 Open Accounts Payable CALLANDER ASSOCIATES
LANDSCAPE
$20,933.50
Invoice Date Description Amount
18004-6 07/23/2018 Services Rendered Through 6/30/18 $20,933.50
716385 08/03/2018 Open Accounts Payable CHINESE PERFORMING ARTS OF
AMER
$2,000.00
Invoice Date Description Amount
2019-00000276 07/24/2018 live music performance neighborhood events $2,000.00
716386 08/03/2018 Open Accounts Payable CHROME MEDIA GROUP LLC $434.00
Invoice Date Description Amount
91480 04/17/2018 Safe Routes to School stickers $434.00
716387 08/03/2018 Open Accounts Payable CINTAS CORPORATION $554.51
Invoice Date Description Amount
630502337 07/24/2018 Uniforms $554.51
716388 08/03/2018 Open Accounts Payable CITIES ASSOCIATION OF SANTA
CLARA
$10,489.75
Invoice Date Description Amount
1016 07/01/2018 Cities Association Membership Dues 2018-19 $10,489.75
716389 08/03/2018 Open Accounts Payable CITY OF SANTA CLARA $8,844.00
Invoice Date Description Amount
07092018 07/09/2018 Sewer model review for VSP #805 $8,844.00
716390 08/03/2018 Open Accounts Payable CITY OF SUNNYVALE $389.16
Invoice Date Description Amount
105299-73066 07/20/2018 Accrual FY1819 Sewer Discharge 7/19-07/12/18 $389.16
716391 08/03/2018 Open Accounts Payable CLEAN CUT LANDSCAPE INC $37,297.84
Invoice Date Description Amount
4 07/20/2018 Payment 4 - De Anza Blvd Medians Phase 1 $37,297.84
716392 08/03/2018 Open Accounts Payable COMCAST $284.83
Invoice Date Description Amount
1232-07232018 07/23/2018 8155100050011232 8/1/18-8/31/18 $284.83
716393 08/03/2018 Open Accounts Payable CUPERTINO CHAMBER OF
COMMERCE
$300.00
Invoice Date Description Amount
72618 07/26/2018 alcohol permit for neighborhood events $300.00
Monday, August 06, 2018Pages: 4 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
37
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716394 08/03/2018 Open Accounts Payable CUPERTINO SUPPLY INC $528.35
Invoice Date Description Amount
176880 07/20/2018 Medians: Red5044AB-1-1/2-1-1/2 IPS Ball Valve
AB1953
$75.28
176433 07/16/2018 Grounds School Site Maint: PVC pipe $254.77
176526 07/17/2018 Facilities: Galve Tee, Ball Valve, etc.$198.30
716395 08/03/2018 Open Accounts Payable CUSD $1,059.14
Invoice Date Description Amount
AM19-00012 07/24/2018 CUSD facility use for July 4 $1,059.14
716396 08/03/2018 Open Accounts Payable DAHL'S EQUIPMENT RENTALS INC $869.04
Invoice Date Description Amount
DE616760 07/05/2018 July 4 light to $869.04
716397 08/03/2018 Open Accounts Payable DONE RIGHT, INC $3,842.00
Invoice Date Description Amount
6434 07/28/2018 Facilities: BBF Emergency Rep-Cafe Storage Bldg $3,842.00
716398 08/03/2018 Open Accounts Payable ECOLOGICAL CONCERNS INC $1,760.00
Invoice Date Description Amount
26378 07/01/2018 Progress Payment #45 $1,760.00
716399 08/03/2018 Open Accounts Payable EVERETT, EDWARD $1,500.00
Invoice Date Description Amount
2019-00000267 07/27/2018 Training session for Leadership Academy $1,500.00
716400 08/03/2018 Open Accounts Payable FARRINGTON, ROBERT , P $400.00
Invoice Date Description Amount
2019-00000287 07/31/2018 live music performance neighborhood events $400.00
716401 08/03/2018 Open Accounts Payable Friends of Vision Literacy $135.00
Invoice Date Description Amount
073018 07/30/2018 ESL Basic & Easy (6.11-7.30) 8 Students $135.00
716402 08/03/2018 Open Accounts Payable Gonze, Lucas $400.00
Invoice Date Description Amount
2019-00000282 07/31/2018 live music performance neighborhood events $400.00
716403 08/03/2018 Open Accounts Payable GRAINGER INC $77.38
Invoice Date Description Amount
9849182671 07/17/2018 Facilities Sport Center: Chest harness $58.54
9849166112 07/17/2018 Facilities Service Center: Respirator storage bag $18.84
716404 08/03/2018 Open Accounts Payable GYM PRECISION INC $1,385.90
Invoice Date Description Amount
8838 07/31/2018 repairs $417.93
8041 07/10/2018 repairs $967.97
716405 08/03/2018 Open Accounts Payable HILTI $389.25
Invoice Date Description Amount
4611963539 07/19/2018 Facilities Creekside: drill, battery pakc, screw anchors,
etc.
$389.25
716406 08/03/2018 Open Accounts Payable ICE CENTER ENTERPRISES, LLC $2,970.00
Invoice Date Description Amount
073118 07/31/2018 Summer Payment 1 $2,970.00
Monday, August 06, 2018Pages: 5 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
38
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716407 08/03/2018 Open Accounts Payable IMPERIAL SPRINKLER SUPPLY $878.88
Invoice Date Description Amount
3402152-01 07/23/2018 Grounds: Sprinkler Supplies $878.88
716408 08/03/2018 Open Accounts Payable IMSA FARWESTERN SECTION $6,210.00
Invoice Date Description Amount
0000011 07/28/2018 Work Zone Safety Tech Cert Class/Private $6,210.00
716409 08/03/2018 Open Accounts Payable INCREDIFLIX $4,164.80
Invoice Date Description Amount
2019-00000293 07/30/2018 Su18 Payment 3 $4,164.80
716410 08/03/2018 Open Accounts Payable INTERSTATE BATTERY SYSTEM
OF SAN JOSE INC.
$563.95
Invoice Date Description Amount
20251581 07/30/2018 Batteries $563.95
716411 08/03/2018 Open Accounts Payable KAUSAR, SAMEER, A.$1,000.00
Invoice Date Description Amount
2019-00000121 07/18/2018 live performance /Neighborhood Activities $1,000.00
716412 08/03/2018 Open Accounts Payable KIMBALL-MIDWEST $2,549.36
Invoice Date Description Amount
6491550 07/20/2018 Streets: Conduit Beam Clamp, Kimcord, Quatum Sens
Rchg Hea
$379.27
6426256 06/20/2018 Streets: Alum 2 Brite & Coil, Enviro-Terra Concentr,
Trigger
$40.65
6491155 07/20/2018 Fleet: Misc General Supplies $472.47
6491941 07/20/2018 Fleet: Misc General Supplies $1,656.97
716413 08/03/2018 Open Accounts Payable Maletis-Massey, Lisa $37.09
Invoice Date Description Amount
Lisam062418 06/24/2018 Lisamm062418 Phone Reimburse 5-15-18 - 6-24-18 $37.09
716414 08/03/2018 Open Accounts Payable MOOD MEDIA $94.28
Invoice Date Description Amount
54076789 08/01/2018 music $94.28
716415 08/03/2018 Open Accounts Payable MOVRICH, JASON $1,000.00
Invoice Date Description Amount
2019-00000285 07/31/2018 live performance /Neighborhood Activities $1,000.00
716416 08/03/2018 Open Accounts Payable MYERS TIRE SUPPLY COMPANY $14.66
Invoice Date Description Amount
83509614 07/25/2018 Fleet: Air Chuck Black - Open 10IN $14.66
716417 08/03/2018 Open Accounts Payable NAPA Auto Parts $44.87
Invoice Date Description Amount
549087 07/25/2018 Brakleen CRC (50 ST.)$32.49
549084 07/25/2018 Napagold Air Filter $12.38
716418 08/03/2018 Open Accounts Payable NOVEDGE LLC $1,089.00
Invoice Date Description Amount
64539 07/31/2018 Bluebeam Revu Standard 2018 annual maintenance $1,089.00
716419 08/03/2018 Open Accounts Payable O'REILLY AUTO PARTS $653.20
Invoice Date Description Amount
2591-346159 07/31/2018 Vent Wrap Air Freshener $8.70
Monday, August 06, 2018Pages: 6 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
39
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
2591-344887 07/25/2018 Misc Small Tools & Equipment $85.54
2591-346013 07/30/2018 Flush & Foam Clean $31.59
2591-346149 07/31/2018 Misc Auto Parts $527.37
716420 08/03/2018 Open Accounts Payable OFFICE DEPOT $1,415.48
Invoice Date Description Amount
165223834001 07/17/2018 Service Center Admin: Hole punch & dividers $93.16
162263605001 07/11/2018 Office Supplies: USBs $50.69
164820176001 07/17/2018 Toner Order for Code Staff $291.56
160259096001 07/06/2018 office supplies $47.38
160266078001 07/06/2018 office supplies $187.47
158594836001 07/02/2018 office supplies $678.08
165933101001 07/18/2018 office supplies $67.14
716421 08/03/2018 Open Accounts Payable Once Upon a Pony $200.00
Invoice Date Description Amount
#72518A 07/26/2018 General Supplies $200.00
716422 08/03/2018 Open Accounts Payable OSTER, JEFFREY $250.00
Invoice Date Description Amount
2019-00000289 07/31/2018 live music performance neighborhood events $250.00
716423 08/03/2018 Open Accounts Payable PACIFIC GAS & ELECTRIC $16,096.94
Invoice Date Description Amount
1715-07202018 07/20/2018 4993063171-5 6/15/18-7/16/18 $16,096.94
716424 08/03/2018 Open Accounts Payable PAUL DAVIS $199.00
Invoice Date Description Amount
073018 07/30/2018 Bridge Instruction (7.7-7.28) 10 Students $199.00
716425 08/03/2018 Open Accounts Payable PELLEJO SECO $750.00
Invoice Date Description Amount
2019-00000292 07/31/2018 live music performance neighborhood events $750.00
716426 08/03/2018 Open Accounts Payable PLAY-WELL TEKNOLOGIES $5,625.00
Invoice Date Description Amount
2019-00000269 07/30/2018 Su18 Payment 3 $5,625.00
716427 08/03/2018 Open Accounts Payable PLEASANTON TRUCKING, INC.$5,014.00
Invoice Date Description Amount
114805534 07/16/2018 Grounds Sports Fields: Delivery infield mix $5,014.00
716428 08/03/2018 Open Accounts Payable PRIME MECHANICAL $4,027.90
Invoice Date Description Amount
15166 07/11/2018 Facilities Senior Center: Labor and materials $4,027.90
716429 08/03/2018 Open Accounts Payable R & R INDUSTRIES INC $1,408.67
Invoice Date Description Amount
543036 07/20/2018 Safety jackets $1,020.92
542702 07/16/2018 Uniforms/Safety Apparel $387.75
716430 08/03/2018 Open Accounts Payable Ralph Andersen & Associates $10,500.00
Invoice Date Description Amount
INV-01403 07/20/2018 Recruitement for City Manager $10,500.00
Monday, August 06, 2018Pages: 7 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
40
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716431 08/03/2018 Open Accounts Payable REVEL ENVIRONMENTAL MFG.$1,383.00
Invoice Date Description Amount
38798 07/24/2018 Tri-annual catch basin filter inset service $1,383.00
716432 08/03/2018 Open Accounts Payable RONALD D OLDS $720.00
Invoice Date Description Amount
5221 07/28/2018 Control Room D Project $720.00
716433 08/03/2018 Open Accounts Payable ROYAL COACH TOURS $2,158.40
Invoice Date Description Amount
14332 07/17/2018 Les Misetables 08/22/2018 $1,127.40
14333 07/17/2018 CA Academy of Sciences 08/24/2018 $1,031.00
716434 08/03/2018 Open Accounts Payable SAFETY COMPLIANCE
MANAGEMENT INC
$790.00
Invoice Date Description Amount
00009268 07/25/2018 Fire Extinguisher (7.10.18) & Hearing Conservation
(7.19.18)
$790.00
716435 08/03/2018 Open Accounts Payable SAN JOSE GENERATOR $273.13
Invoice Date Description Amount
2618 07/26/2018 13090 Alternator for Ford, Denso 12981 Alternator $273.13
716436 08/03/2018 Open Accounts Payable SANTA CLARA CNTY
CLERK/RECORDER
$100.00
Invoice Date Description Amount
DIR-2018-06 07/31/2018 exempt filing $50.00
DIR-2018-13 07/31/2018 exempt filing $50.00
716437 08/03/2018 Open Accounts Payable SKYHAWKS SPORTS ACADEMY $14,238.23
Invoice Date Description Amount
073118 07/31/2018 Summer Payment 1 $14,238.23
716438 08/03/2018 Open Accounts Payable STAPLES BUSINESS ADVANTAGE $308.09
Invoice Date Description Amount
3382829144 07/01/2018 PAPER FOR QCC $167.16
3384266101 07/19/2018 Office Supplies for city Clerk Deptartment $81.44
3384196404 07/18/2018 Office Supplies for City Clerk Department $17.09
3384266102 07/19/2018 Kitchen Supplies: Creamer, Cocoa, Sugar, Tea $42.40
716439 08/03/2018 Open Accounts Payable STEDMAN, THOMAS $1,000.00
Invoice Date Description Amount
2019-00000291 07/31/2018 live music performance neighborhood events $1,000.00
716440 08/03/2018 Open Accounts Payable SUNNYVALE FORD $351.25
Invoice Date Description Amount
128414 07/30/2018 Lock AS1, Code Cy1 $100.13
127850 07/25/2018 Bolt 2HV, Pump AS1HV $158.33
128039 07/26/2018 Shield 1HV $74.94
128415 07/30/2018 CAP ASY2HV $17.85
716441 08/03/2018 Open Accounts Payable SWANK MOTION PICTURES, INC.$395.00
Invoice Date Description Amount
2018-00001779 05/10/2018 Movie License-Lion King $395.00
Monday, August 06, 2018Pages: 8 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
41
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716442 08/03/2018 Open Accounts Payable SWEETWATER SOUND INC.$2,178.98
Invoice Date Description Amount
2019-00000283 06/10/2018 supplies for neighborhood events $2,178.98
716443 08/03/2018 Open Accounts Payable SYSCO FOOD SERVICES OF SF $9,454.20
Invoice Date Description Amount
250229619 07/05/2018 Food for BBF Cafe $2,342.54
250244732 07/12/2018 Food for BBF Cafe $1,881.38
250260013 07/19/2018 Food for BBF Cafe $2,595.45
250274474 07/26/2018 Food for BBF Cafe $2,634.83
716444 08/03/2018 Open Accounts Payable T & T PAVEMENT MARKINGS AND $148.46
Invoice Date Description Amount
2018370 07/31/2018 Streets: Pyramid Caps $148.46
716445 08/03/2018 Open Accounts Payable THE WILFRED JARVIS INSTITUTE $1,068.75
Invoice Date Description Amount
07312018KF 08/01/2018 Staff training preparation $1,068.75
716446 08/03/2018 Open Accounts Payable TIREHUB, LLC $485.96
Invoice Date Description Amount
4209190 07/31/2018 2457516 GY Wrangler Tires $485.96
716447 08/03/2018 Open Accounts Payable TURF & INDUSTRIAL EQUIPMENT
CO
$163.54
Invoice Date Description Amount
IV26947 07/26/2018 Bushing; Kits $163.54
716448 08/03/2018 Open Accounts Payable TURF STAR, INC.$864.85
Invoice Date Description Amount
7018239-00 07/18/2018 Replacement Canopy Shell & Rain Cover $685.42
7022439-00 07/19/2018 Bolt Shear & Nut-Lock $85.30
7022114-00 07/16/2018 Washers $46.76
7022114-02 07/16/2018 Washers $47.37
716449 08/03/2018 Open Accounts Payable U S HEALTHWORKS MEDICAL
GROUP PC
$28.00
Invoice Date Description Amount
3365369-CA 07/20/2018 Accrual FY1819 TB SKIN TEST $28.00
716450 08/03/2018 Open Accounts Payable UNDERGROUND SERVICE ALERT $4,965.68
Invoice Date Description Amount
18070171 07/20/2018 USA Annual % of Tickets fee $4,965.68
716451 08/03/2018 Open Accounts Payable UNITED RENTALS NORTHWEST
INC
$1,259.73
Invoice Date Description Amount
159209085-001 07/19/2018 Grounds School Site Maint: Excavator rental $1,259.73
716452 08/03/2018 Open Accounts Payable US BANK-PURCHASING CARD
PROGRAM
$43,938.97
Invoice Date Description Amount
JeffO071618 2 07/16/2018 Accrual FY18-19 9315 CC Charges $152.23
BradA071618 2 07/16/2018 Accrual FY18-19 6013 CC Charges $31.06
ChyleneO071618 2 07/16/2018 Accrual FY18-19 5561 CC Charges $874.69
BillB071618 2 07/16/2018 Accrual FY18-19 5247 CC Charges $254.95
Monday, August 06, 2018Pages: 9 of 14user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
42
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
TyB071618 2 07/16/2018 Accrual FY18-19 3195 CC Charges $4,518.01
DomingoS071618 2 07/16/2018 Accrual FY18-19 7167 CC Charges $172.12
IsaacP071618 2 07/16/2018 Accrual FY18-19 0125 CC Charges $799.92
JasonG071618 2 07/16/2018 Accrual FY18-19 2795 CC Charges $54.14
RudyL071618 2 07/16/2018 Accrual FY18-19 8736 CC Charges $80.03
BrianG071618 2 07/16/2018 Accrual FY18-19 6202 CC Charges $160.00
ShawnT071618 2 07/16/2018 Accrual FY18-19 0179 CC Charges $195.51
KarenL071618 2 07/16/2018 Accrual FY18-19 9583 CC Charges $225.16
PaulT071618 2 07/16/2018 Accrual FY18-19 0208 CC Charges $1,430.10
TiffanieC0716182 07/16/2018 Accrual FY18-19 4383 CC Charges $978.26
AlbertS071618 2 07/16/2018 Accrual FY18-19 7270 CC Charges $4,357.02
MaryR071618 2 07/16/2018 Accrual FY18-19 7630 CC Charges $10.00
AndrewS071618 2 07/16/2018 Accrual FY18-19 9993 CC Charges $275.00
KelseyH071618 2 07/16/2018 Accrual FY18-19 1679 CC Charges ($194.46)
MikeL071618 2 07/16/2018 Accrual FY18-19 9433 CC Charges $300.93
BrianB071618 2 07/16/2018 Accrual FY18-19 4195 CC Charges $121.11
ClareF071618 2 07/16/2018 Accrual FY18-19 0078 CC Charges $279.99
MariluM071618 2 07/16/2018 Accrual FY18-19 8795 CC Charges $1,248.47
MariaJ071618 2 07/16/2018 Accrual FY18-19 3859 CC Charges $713.15
KarenG071618 2 07/16/2018 Accrual FY18-19 0882 CC Charges $172.34
CarlV071618 2 07/16/2018 Accrual FY18-19 6520 CC Charges $81.42
JuliaK071618 2 07/16/2018 Accrual FY18-19 0918 CC Charges $594.49
JennyK071618 2 07/16/2018 Accrual FY18-19 8829 CC Charges $115.21
BillM071618 2 07/16/2018 Accrual FY18-19 6500 CC Charges $1,521.29
PeggyF071618 2 07/16/2018 Accrual FY18-19 0924 CC Charges $355.86
AmandaH071618 2 07/16/2018 Accrual FY18-19 9326 CC Charges $143.67
LauraL071618 2 07/16/2018 Accrual FY18-19 8688 CC Charges $1,527.78
BethE071618 2 07/16/2018 Accrual FY18-19 6500 CC Charges $3,394.22
RachelleS0716182 07/16/2018 Accrual FY18-19 8269 CC Charges $1,358.89
DanielM071618 2 07/16/2018 Accrual FY18-19 8787 CC Charges $147.89
KimF071618 2 07/16/2018 Accrual FY18-19 6867 CC Charges $78.43
MollyJ071618 2 07/16/2018 Accrual FY18-19 5546 CC Charges $2,227.09
RobertD071618 2 07/16/2018 Accrual FY18-19 2557 CC Charges $208.74
AlexC071618 2 07/16/2018 Accrual FY18-19 0400 CC Charges $2,037.08
ReiD071618 2 07/16/2018 Accrual FY18-19 9254 CC Charges $818.32
VickieS071618 2 07/16/2018 Accrual FY18-19 7398 CC Charges $132.98
ColleenF071618 2 07/16/2018 Accrual FY18-19 0798 CC Charges $41.19
TimC071618 2 07/16/2018 Accrual FY18-19 6518 CC Charges $173.63
BarbaraB071618 2 07/16/2018 Accrual FY18-19 8712 CC Charges $1,613.07
KimC071618 2 07/16/2018 Accrual FY18-19 8696 CC Charges $8,459.36
ToniO071618 2 07/16/2018 Accrual FY18-19 6442 CC Charges $1,698.63
716453 08/03/2018 Open Accounts Payable WESTERN SITE SERVICES LLC.$8,109.60
Invoice Date Description Amount
2019-00000278 07/31/2018 rental and delivery of Portable restrooms
allNeighborhood events
$8,109.60
716454 08/03/2018 Open Accounts Payable WESTMORELAND, EVAN $540.00
Invoice Date Description Amount
0047 07/31/2018 Control Room Cleanup Project $540.00
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From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
43
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716455 08/03/2018 Open Accounts Payable APOLINAR, ESTHER $162.00
Invoice Date Description Amount
1422850 07/24/2018 QCC Class Refunds $162.00
716456 08/03/2018 Open Accounts Payable BROWNSON, CHRISTINA $6.75
Invoice Date Description Amount
1419421 07/17/2018 QCC Class Refunds $6.75
716457 08/03/2018 Open Accounts Payable DESAI, RUPAL AND VIKAS $330.50
Invoice Date Description Amount
RefundB2017-2021 07/25/2018 REFUND 10290 SCENIC BLVD-B-2017-2021 $330.50
716458 08/03/2018 Open Accounts Payable DISH N DASH $5,000.00
Invoice Date Description Amount
B-2018-0392 07/25/2018 TCO Refund B-2018-0392 $5,000.00
716459 08/03/2018 Open Accounts Payable Future Vision Remodeling Inc.$27.00
Invoice Date Description Amount
RefundB2018-0524 07/25/2018 Refund 1167 Crestline Dr. B-2018-0524 wrong check
amount
$27.00
716460 08/03/2018 Open Accounts Payable GARG, DEEPSHIKHA $6.75
Invoice Date Description Amount
1419429 07/17/2018 QCC Class Refunds $6.75
716461 08/03/2018 Open Accounts Payable Hsu, Tracy $13,500.00
Invoice Date Description Amount
2019-00000265 07/26/2018 10161 Lebanon Dr - 90% Faithful Performance Bond -
#212911
$13,500.00
716462 08/03/2018 Open Accounts Payable Ji Hyun Kang $770.00
Invoice Date Description Amount
2019-00000244 07/26/2018 Cancel Preschool Adventure Camp/Kids Yoga Class $770.00
716463 08/03/2018 Open Accounts Payable KAM, WINNIE $195.00
Invoice Date Description Amount
1426834 07/30/2018 QCC Class Refunds $195.00
716464 08/03/2018 Open Accounts Payable Kucevic, Sabrija $1,500.00
Invoice Date Description Amount
2019-00000266 07/26/2018 1412 Rose Garden Ln - Encroachment Bond -
#212351
$1,500.00
716465 08/03/2018 Open Accounts Payable Piao, Julie $12,000.00
Invoice Date Description Amount
2019-00000259 07/26/2018 10426 Las Ondas Way - Park Fee Refund - #217103 $12,000.00
716466 08/03/2018 Open Accounts Payable Richard Sotelo $240.00
Invoice Date Description Amount
19267 08/01/2018 Refunding from cancel reservation $240.00
716467 08/03/2018 Open Accounts Payable SCOTT, RYAN $430.00
Invoice Date Description Amount
1420753 07/19/2018 QCC Class Refunds $430.00
716468 08/03/2018 Open Accounts Payable Sparks, Joan $100.00
Invoice Date Description Amount
2019-00000301 08/01/2018 August Birthday Bash Presentation $100.00
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From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
44
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716469 08/03/2018 Open Accounts Payable SUSAN SATYA $200.00
Invoice Date Description Amount
1420851 07/19/2018 QCC Rental Refunds $200.00
716470 08/03/2018 Open Accounts Payable Yang, Wen-Chun $3,000.00
Invoice Date Description Amount
2019-00000258 07/26/2018 1116 Derbyshire Dr - Encroachment Bond - #215854 $3,000.00
716471 08/03/2018 Open Accounts Payable YEN TING CHONG $379.00
Invoice Date Description Amount
2019-00000150 07/19/2018 Refund for Biochemistry $379.00
716472 08/03/2018 Open Accounts Payable ZHU, WEI $380.00
Invoice Date Description Amount
1418856 07/17/2018 QCC Class Refunds $380.00
716473 08/03/2018 Open Accounts Payable JUNIOR CHEF STARS $2,400.00
Invoice Date Description Amount
2019-00000268 07/30/2018 Summer Payment 1 $2,400.00
716474 08/03/2018 Open Accounts Payable BOLTON & COMPANY $27,864.00
Invoice Date Description Amount
70399 06/29/2018 SAM Insurance Coverage for FY 18-19 $27,864.00
716475 08/03/2018 Open Accounts Payable STAPLES BUSINESS ADVANTAGE $167.16
Invoice Date Description Amount
3380339661 07/30/2018 FY1718 Accrual paper for qcc $167.16
Type Check Totals:119 Transactions $504,745.22
EFT
27823 08/03/2018 Open Accounts Payable GOLDFARB & LIPMAN $3,751.96
Invoice Date Description Amount
127642 07/19/2018 Accrual FY17-18 Legal Services $1,418.00
127643 07/19/2018 Accrual FY17-18 Legal Services $433.96
127640 07/19/2018 Accrual FY17-18 Legal Services $504.00
127641 07/19/2018 Accrual FY17-18 Legal Services $1,396.00
27824 08/03/2018 Open Accounts Payable REBUILDING TOGETHER SILICON
VALLEY
$25,931.15
Invoice Date Description Amount
RTSVQ4FY1718 07/16/2018 Accrual FY17-18 CDBG Capital Housing Repair Q4 FY
17-18
$25,931.15
27825 08/02/2018 Open Accounts Payable P E R S $644.87
Invoice Date Description Amount
07012018 07/01/2018 0503 - *PERS Council Tier 1*$644.87
27826 07/31/2018 Open Accounts Payable EMPLOYMENT DEVEL DEPT $36,496.08
Invoice Date Description Amount
07202018 07/20/2018 CA - CA State Tax $36,496.08
27827 07/30/2018 Open Accounts Payable IRS $125,055.17
Invoice Date Description Amount
07202018 07/20/2018 Federal and Medicare Taxes Withholding $125,055.17
Monday, August 06, 2018Pages: 12 of 14user: Zeng Wang
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From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
45
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
27828 08/02/2018 Open Accounts Payable P E R S $125,846.09
Invoice Date Description Amount
07202018 07/20/2018 0541 - *PERS Employee Tier 2*$125,846.09
27829 08/03/2018 Open Accounts Payable COLLEEN FERRIS $44.18
Invoice Date Description Amount
ColleenF7112018 07/31/2018 cell phone reimbursement 6/12-7/11/18 $44.18
27830 08/03/2018 Open Accounts Payable CP6CPC, LLC $5,825.08
Invoice Date Description Amount
08012018 08/01/2018 Rent August 2018 $5,825.08
27831 08/03/2018 Open Accounts Payable MARK WRIGHT DBA WRIGHT WAY
SHOTOKAN
$2,405.97
Invoice Date Description Amount
073118 07/31/2018 Summer Payment 1 $2,405.97
27832 08/03/2018 Open Accounts Payable MING FEN LEE $3,370.25
Invoice Date Description Amount
073018 07/31/2018 Chinese Brush Painting 2 sessions (3.26-5.21) 23 & 24
Students
$2,197.25
073118 07/31/2018 Accrual FY 17-18 Chinese Brush Painting 2 sessions
(6.4-6.25)
$1,173.00
27833 08/03/2018 Open Accounts Payable PROFESSIONAL TURF MGMNT INC $17,067.50
Invoice Date Description Amount
837 07/05/2018 Scenic Gate $67.50
833 07/22/2018 Golf Course Maintenance $17,000.00
27834 08/03/2018 Open Accounts Payable THOMAS LEUNG $1,664.92
Invoice Date Description Amount
ThomasL071918 08/02/2018 Travel for Audit Committee Meeting 07/16/18-07/19/18 $1,664.92
Type EFT Totals:12 Transactions $348,103.22
Main Account - Main Checking Account Totals
Checks Status Count Transaction Amount Reconciled Amount
Open 119 $504,745.22 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 119 $504,745.22 $0.00
EFTs Status Count Transaction Amount Reconciled Amount
Open 12 $348,103.22 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Total 12 $348,103.22 $0.00
All Status Count Transaction Amount Reconciled Amount
Open 131 $852,848.44 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
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From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
46
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Total 131 $852,848.44 $0.00
Grand Totals:
Checks Status Count Transaction Amount Reconciled Amount
Open 119 $504,745.22 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 119 $504,745.22 $0.00
EFTs Status Count Transaction Amount Reconciled Amount
Open 12 $348,103.22 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Total 12 $348,103.22 $0.00
All Status Count Transaction Amount Reconciled Amount
Open 131 $852,848.44 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 131 $852,848.44 $0.00
Monday, August 06, 2018Pages: 14 of 14user: Zeng Wang
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From Payment Date: 7/28/2018 - To Payment Date: 8/3/2018
47
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4333 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:9/5/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Accept Accounts Payable for the period ending August 10, 2018
Sponsors:
Indexes:
Code sections:
Attachments:A - Draft Resolution
B - AP Report
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Accept Accounts Payable for the period ending August 10, 2018
Adopt Resolution No. 18-096 accepting Accounts Payable for the period ending August 10,
2018
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
powered by Legistar™48
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
August 10, 2018
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: _____________________________
Zach Korach, Finance Manager
PASSED AND ADOPTED at a regular meeting of the City Council of the
City of Cupertino this 2nd day of October, 2018, by the following vote:
Vote Members of the City Council
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
_________________________ ________________________
Grace Schmidt, City Clerk Darcy Paul, Mayor, City of Cupertino
49
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Main Account - Main Checking Account
Check
716477 08/10/2018 Open Accounts Payable CATHOLIC CHARITIES OF S C
COUNTY
$2,620.36
Invoice Date Description Amount
CCLTCOPQ4FY1718 06/30/2018 Accrual FY 17-18 GF HSG LTCOP Q4 FY 17-18 $2,620.36
716478 08/10/2018 Open Accounts Payable EDEN COUNCIL FOR HOPE $3,951.89
Invoice Date Description Amount
ECHO Q4 FY 17 18 06/30/2018 ACCRUAL 17-18 BMR AHF PSG ECHO Q4 FY 17-18 $3,951.89
716479 08/10/2018 Open Accounts Payable EPAC TECHNOLOGIES INC $293.95
Invoice Date Description Amount
E307182 05/17/2018 Accrual FY17-18 Envelopes and logo printing $293.95
716480 08/10/2018 Open Accounts Payable GOLF SCORECARDS INC $560.00
Invoice Date Description Amount
46770 06/11/2018 Accrual FY 2017-2018 Scorecards $560.00
716481 08/10/2018 Open Accounts Payable MAITRI INC $5,945.86
Invoice Date Description Amount
MTHQ4FY1718 06/30/2018 Accrual 17-18 GF HSG MTH Q4 FY17-18 $5,945.86
716482 08/10/2018 Open Accounts Payable PLAY-WELL TEKNOLOGIES $2,025.00
Invoice Date Description Amount
DB14657 04/13/2018 Accrual FY1718 Spring 2018 Classes - AEP $2,025.00
716483 08/10/2018 Open Accounts Payable PROJECT SENTINEL $15,362.95
Invoice Date Description Amount
PS Q4 FY1718 06/30/2018 Accrual Fy 17-18 BMR AHF Rental Mediation Q4 FY17
-18
$15,362.95
716484 08/10/2018 Open Accounts Payable SENIOR ADULTS LEGAL
ASSISTANCE
$2,040.11
Invoice Date Description Amount
SALAQ4FY1718 06/30/2018 Accrual 17-18 GF HSG SALA Q4 F7 17-18 $2,040.11
716485 08/10/2018 Open Accounts Payable VERIZON WIRELESS $10,851.05
Invoice Date Description Amount
9810298321-1 07/04/2018 408-202-5384 Adrianna Stankovich $38.01
9810298321-2 07/04/2018 408-204-3430 Lauren Dickinson $38.01
9810298321-3 07/04/2018 408-204-3449 Rei Delgado $38.01
9810298321-4 07/04/2018 408-204-4497 D. Kristina Grandbois $70.76
9810298321-5 07/04/2018 408-205-3349 Senior Ctr/Rafael $53.66
9810298321-6 07/04/2018 408-205-4541 Iqraam Nabi $38.01
9810298321-7 07/04/2018 408-205-6589 It Stock $66.06
9810298321-8 07/04/2018 408-206-0538 Quinton Adams $53.66
9810298321-9 07/04/2018 408-206-4856 Curtis Bloomquist $70.77
9810298321-10 07/04/2018 408-206-7512 Tracy Ayala $38.01
9810298321-11 07/04/2018 408-209-0148 It Stock $48.32
9810298321-12 07/04/2018 408-209-3255 Quinton Adams iPad $38.01
9810298321-13 07/04/2018 408-234-0189 Bill Mi-Fi $38.01
9810298321-14 07/04/2018 408-234-0843 Misty Mersich $38.01
9810298321-15 07/04/2018 408-234-0978 GIS Department $38.01
9810298321-16 07/04/2018 408-234-1270 Jonathan Ferrante Medians Group #1 $38.01
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50
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
9810298321-17 07/04/2018 408-234-1543 Karen Goss $53.66
9810298321-18 07/04/2018 408-234-4724 Building Attendants Quinlan $53.66
9810298321-19 07/04/2018 408-234-8494 Roger Lee $218.35
9810298321-20 07/04/2018 408-309-0340 Piu Ghosh $53.66
9810298321-21 07/04/2018 408-309-0536 Phillip Wilkomm $53.66
9810298321-22 07/04/2018 408-309-1985 Barbara Banfield $53.66
9810298321-23 07/04/2018 408-309-2693 Christine Hanel $38.01
9810298321-24 07/04/2018 408-309-4294 Albert Salvador $63.66
9810298321-25 07/04/2018 408-309-5709 Clare Francavilla $38.01
9810298321-26 07/04/2018 408-309-5733 It Stock $38.01
9810298321-27 07/04/2018 408-309-7042 Kristina Alfaro $53.66
9810298321-28 07/04/2018 408-309-7640 Bob Sabich $53.66
9810298321-29 07/04/2018 408-309-8401 Rudy Lomas $1,070.20
9810298321-30 07/04/2018 408-309-8468 Jerry Anderson $38.01
9810298321-31 07/04/2018 408-309-9249 Jeff Greef $53.66
9810298321-32 07/04/2018 408-309-9252 Antonio Torrez $53.66
9810298321-33 07/04/2018 408-313-0045 It Stock $34.21
9810298321-34 07/04/2018 408-313-3558 Street Tree Maintenance #3 $38.01
9810298321-35 07/04/2018 408-313-4364 Street Tree Maintenance #4 $38.01
9810298321-36 07/04/2018 408-313-5321 Paul Sapudar $38.01
9810298321-37 07/04/2018 408-313-6943 Travis Warner $38.01
9810298321-38 07/04/2018 /LVD0DOHWLV0DVVH\$38.01
9810298321-39 07/04/2018 408-314-4452 HazMat/S. Tognetti $53.66
9810298321-40 07/04/2018 408-314-6637 Sean Hatch $38.01
9810298321-41 07/04/2018 408-314-9200 Rebecca Shaffer $38.01
9810298321-42 07/04/2018 408-315-3044 Jonathan Ferrante $53.66
9810298321-43 07/04/2018 408-315-6764 I&T MiFi $38.01
9810298321-44 07/04/2018 408-315-8165 Brian Gathers $38.01
9810298321-45 07/04/2018 408-316-1233 Cheri Donnelly $53.66
9810298321-46 07/04/2018 408-316-1283 Bill Mitchell $38.01
9810298321-47 07/04/2018 408-316-2067 Paul O Sullivan $53.66
9810298321-48 07/04/2018 408-316-7320 Gulu Sakhrani $38.01
9810298321-49 07/04/2018 408-318-1635 Brian Babcock $38.01
9810298321-50 07/04/2018 408-318-2012 Kane Wolfe $38.01
9810298321-51 07/04/2018 408-318-7365 Bob Sabich $38.01
9810298321-52 07/04/2018 408-318-8726 Jason Fauth $38.01
9810298321-53 07/04/2018 408-334-4885 Jason Pato (Ipad)$38.01
9810298321-54 07/04/2018 408-334-9082 Sean Hatch/ City of Cupertino $53.66
9810298321-55 07/04/2018 408-340-3184 Peter Coglianese $38.01
9810298321-56 07/04/2018 408-340-3387 Robert Kim $38.01
9810298321-57 07/04/2018 408-340-3524 Amy Chan $323.87
9810298321-58 07/04/2018 408-340-8060 Nidhi Mathur $38.01
9810298321-59 07/04/2018 408-340-8119 Phillip Wilkomm $38.01
9810298321-60 07/04/2018 408-340-8128 Cheri Donnelly $38.01
9810298321-61 07/04/2018 $DUWL6KULYDVWDYD$38.01
9810298321-62 07/04/2018 408-340-8648 Chad Mosley $38.01
9810298321-63 07/04/2018 408-340-8688 Kim Frey $38.01
9810298321-64 07/04/2018 408-438-7489 Karen Levy $38.01
9810298321-65 07/04/2018 408-439-8937 Alex Corbalis $53.66
9810298321-66 07/04/2018 408-440-7136 Andy Badal $38.01
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51
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
9810298321-67 07/04/2018 408-460-1821 Ty Bloomquist $73.65
9810298321-68 07/04/2018 408-466-4450 Colleen Lettire $38.01
9810298321-69 07/04/2018 408-466-4765 GIS #1 $38.01
9810298321-70 07/04/2018 408-466-4906 Kerri Heusler Housing Planner $38.01
9810298321-71 07/04/2018 408-472-1568 David Stillman $53.66
9810298321-72 07/04/2018 408-472-6522 Jeff Greef $38.01
9810298321-73 07/04/2018 408-472-6541 John Raaymakers $38.01
9810298321-74 07/04/2018 408-472-7011 Ty Bloomquist $1,070.20
9810298321-75 07/04/2018 408-472-7295 Antonio Torrez $38.01
9810298321-76 07/04/2018 408-472-7857 Paul O'Sullivan $38.01
9810298321-77 07/04/2018 408-472-7927 Gary Stream $38.01
9810298321-78 07/04/2018 408-472-8289 Jonathan Ferrante WWP $33.23
9810298321-79 07/04/2018 408-472-9907 Manuel Barragan $53.66
9810298321-80 07/04/2018 408-479-0894 Mariah Dabel $38.01
9810298321-81 07/04/2018 408-482-5991 Benjamin Fu $38.01
9810298321-82 07/04/2018 408-482-6096 Marc Labrie $38.01
9810298321-83 07/04/2018 408-482-9730 Steven Scharf $38.01
9810298321-84 07/04/2018 408-483-0309 Maria Jimenez $53.66
9810298321-85 07/04/2018 408-483-3215 Teri Gerhardt $38.01
9810298321-86 07/04/2018 408-483-5947 Araceli Alejandre MiFi $38.01
9810298321-87 07/04/2018 408-483-7859 Shawn Tognetti $38.01
9810298321-88 07/04/2018 408-483-7997 Curtis Bloomquist MiFi $38.01
9810298321-89 07/04/2018 408-483-9976 Rocio Fierro MiFi $38.01
9810298321-90 07/04/2018 408-489-2932 Ross Slaney $38.01
9810298321-91 07/04/2018 408-489-8336 Beth Ebben 2 $38.01
9810298321-92 07/04/2018 408-489-9309 Jonathan Ferrante $38.01
9810298321-93 07/04/2018 408-489-9310 Kevin Rieden $38.01
9810298321-94 07/04/2018 408-493-3534 Jonathan Ferrante Median Crew 2 $1,058.80
9810298321-95 07/04/2018 408-497-1946 K. Neighborhood Events $38.01
9810298321-96 07/04/2018 408-497-3338 Marc Labrie $38.01
9810298321-97 07/04/2018 408-497-3691 Ricardo Alvarez $38.01
9810298321-98 07/04/2018 408-497-4686 Cliff Mabutas $38.01
9810298321-99 07/04/2018 408-497-4809 Kevin Greene $38.01
9810298321-100 07/04/2018 408-497-4862 Jeff Trybus/IT Wireless $38.01
9810298321-101 07/04/2018 408-497-5327 IT Stock $53.66
9810298321-102 07/04/2018 408-497-6765 IT Loaner iPad 12.9 64GB $38.16
9810298321-103 07/04/2018 408-497-6873 IT Loaner iPad 10.5 64GB $38.01
9810298321-104 07/04/2018 408-497-7220 Colleen Ferris iPad $38.01
9810298321-105 07/04/2018 408-497-9307 David Stillman $38.01
9810298321-107 07/04/2018 408-510-0198 Gilee Corral $38.01
9810298321-109 07/04/2018 408-510-2759 IT Stock $34.07
9810298321-110 07/04/2018 408-510-9158 Winnie Pagan $38.01
9810298321-111 07/04/2018 408-510-9632 Julie Chiu $38.01
9810298321-112 07/04/2018 408-515-7650 Karen Bernard-Guerin $53.66
9810298321-113 07/04/2018 408-568-0737 Chris Corrao $53.66
9810298321-114 07/04/2018 408-568-3911 Jonathan Ferrante WWP $38.01
9810298321-115 07/04/2018 408-568-6465 Beth Ebben 1 $38.01
9810298321-116 07/04/2018 408-568-9211 IT Test Phone $53.66
9810298321-117 07/04/2018 408-605-2546 Michael Zimmerman $53.66
9810298321-118 07/04/2018 408-605-3078 Quinton MiFi $38.01
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52
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
9810298321-119 07/04/2018 408-605-3905 Andrew Schmitt MiFi 2 $38.01
9810298321-122 07/04/2018 408-609-0865 I. Old Randy Hom Mifi $2.55
9810298321-123 07/04/2018 408-610-0601 Paul Tognetti $53.66
9810298321-124 07/04/2018 408-628-8745 Ken Tanase $38.01
9810298321-125 07/04/2018 408-630-0900 Shivani Tripathi $38.01
9810298321-126 07/04/2018 408-642-4263 Alex Wykoff/IT Wireless $38.01
9810298321-127 07/04/2018 408-642-4504 Jeff Milkes $12.68
9810298321-128 07/04/2018 408-655-8680 Jeff Trybus $53.66
9810298321-129 07/04/2018 408-655-8685 Alex Wykoff $53.66
9810298321-130 07/04/2018 408-688-1613 Chelsea Biklen $38.01
9810298321-131 07/04/2018 408-688-6252 Benjamin Fu $53.66
9810298321-132 07/04/2018 408-691-2466 Kane Wolfe $53.66
9810298321-134 07/04/2018 408-691-9432 Jaqui Guzman $38.01
9810298321-135 07/04/2018 408-693-7088 Adrianna Stankovich $53.66
9810298321-136 07/04/2018 408-693-9515 Carl Valdez $53.66
9810298321-137 07/04/2018 408-693-9822 Carl Valdez $38.01
9810298321-140 07/04/2018 408-761-2941 IT Stock $38.01
9810298321-141 07/04/2018 408-761-3636 Zach Korach $57.67
9810298321-142 07/04/2018 408-781-0290 Brad Alexander Street Division #1 $38.01
9810298321-143 07/04/2018 408-781-0663 Brad Alexander Street Division #2 $38.01
9810298321-144 07/04/2018 408-781-0799 Brad Alexander Street Division #3 $38.01
9810298321-145 07/04/2018 408-781-1340 Brad Alexander Street Division #4 $38.01
9810298321-146 07/04/2018 408-781-3499 Jennifer Chu $38.01
9810298321-147 07/04/2018 408-781-4139 Julia Kinst $38.01
9810298321-148 07/04/2018 408-781-4360 Paul Tognetti $38.01
9810298321-149 07/04/2018 408-781-6411 Compost Site $33.23
9810298321-150 07/04/2018 408-781-9922 Chylene Osborne $38.01
9810298321-151 07/04/2018 408-828-5489 Grace Schmidt Ipad $38.01
9810298321-152 07/04/2018 408-841-6612 C. Internet Emergncyva $38.05
9810298321-153 07/04/2018 408-857-2355 Alex Corbalis Travel Agent $58.75
9810298321-154 07/04/2018 408-857-3211 Gary Stream $53.66
9810298321-155 07/04/2018 408-857-4414 Kim Frey $71.89
9810298321-156 07/04/2018 408-891-1004 Benny Hsieh $20.28
9810298321-157 07/04/2018 408-891-7964 Kirsten Squarcia $38.01
9810298321-158 07/04/2018 408-891-9008 Park Ranger Corridor $53.66
9810298321-159 07/04/2018 408-891-9503 Rachelle Sander $53.66
9810298321-160 07/04/2018 408-891-9971 Karen Goss $38.01
9810298321-161 07/04/2018 408-892-1486 Iqraam Nabi $470.31
9810298321-162 07/04/2018 408-892-5553 Albert Salvador $38.01
9810298321-163 07/04/2018 408-963-3766 I. Old Randy Hom $2.55
9810298321-164 07/04/2018 408-963-3875 Robert Kim $38.01
9810298321-165 07/04/2018 408-963-8123 I&T Loaner 2 128gb Air $38.01
9810298321-166 07/04/2018 408-963-9329 Rocio Fierro $38.01
9810298321-167 07/04/2018 408-966-0384 Cliff Mabutas MiFi $38.01
9810298321-168 07/04/2018 408-966-0471 Brian Gathers MiFi $38.01
9810298321-169 07/04/2018 650-203-4048 Aarti Shrivastava $53.66
9810298321-171 07/04/2018 650-269-5567 Araceli Alejandre $38.01
Monday, August 13, 2018Pages: 4 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
53
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716486 08/10/2018 Open Accounts Payable WEST VALLEY COMMUNITY SVCS
AGENCY
$21,672.98
Invoice Date Description Amount
GrnwdCtJune2108 06/30/2018 Accrual FY 17-18 BMR Greenwood Court Renovation
2018/06
$21,672.98
716487 08/10/2018 Open Accounts Payable WILEY PRICE & RADULOVICH LLP $4,564.50
Invoice Date Description Amount
28719-A 06/30/2018 Accrual FY 17-18 Professional Services Rendered for
June 2018
$4,564.50
716488 08/10/2018 Open Accounts Payable 3M $3,035.80
Invoice Date Description Amount
TP38803 07/24/2018 Supplies $3,035.80
716489 08/10/2018 Open Accounts Payable A T & T $121.35
Invoice Date Description Amount
5558-07282018 07/28/2018 960 731-7142 555 8 7/28/18-8/27/18 $121.35
716490 08/10/2018 Open Accounts Payable AdTaxi | Bay Area News Group $2,336.60
Invoice Date Description Amount
0001139526 07/31/2018 Legal Advertising $2,336.60
716491 08/10/2018 Open Accounts Payable ADVANTAGE GRAFIX $793.52
Invoice Date Description Amount
42027 08/06/2018 Safe Routes to School flyers $793.52
716492 08/10/2018 Open Accounts Payable AIRGAS USA LLC $465.03
Invoice Date Description Amount
9078788595 08/01/2018 Grounds School Site Maint: PVC, etc.$131.55
9078419300 07/23/2018 Grounds McClellan Ranch: Hrns Exofit MD $333.48
716493 08/10/2018 Open Accounts Payable ALTEC INDUSTRIES INC $749.85
Invoice Date Description Amount
50273845 07/18/2018 Inspection & Labor for VEH403 $749.85
716494 08/10/2018 Open Accounts Payable ALVERNAZ CONSTRUCTION $15,300.00
Invoice Date Description Amount
7018 08/07/2018 Concrete Pad Jollyman Park $9,800.00
6018 08/07/2018 Mow band BBF $5,500.00
716495 08/10/2018 Open Accounts Payable AMAZON WEB SERVICES INC $490.96
Invoice Date Description Amount
145140684 08/03/2018 Web Services July 2018 $490.96
716496 08/10/2018 Open Accounts Payable AMERICAN LEGAL PUBLISHING $349.93
Invoice Date Description Amount
0123572 07/26/2018 2018 S-67 Folio Supplement $103.55
0123434 07/18/2018 2018 S-67 Supplement pages $246.38
716497 08/10/2018 Open Accounts Payable ANDY BADAL $53.35
Invoice Date Description Amount
AndyB072818 07/28/2018 AndyB072818 Reimburse Phone 6/29/18-7/28/18 $53.35
716498 08/10/2018 Open Accounts Payable B&H PHOTO VIDEO $4,602.88
Invoice Date Description Amount
144674879 07/11/2018 Sony Dual XQD/SD Memory Card Reader $137.10
144663184 07/11/2018 Western Digital Red 10TB; Sony Optical Disc Archive $2,870.82
Monday, August 13, 2018Pages: 5 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
54
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
144694570 07/11/2018 Wooden Top Plate; Lens Support; Archive Cartridge $1,105.01
144940099 07/18/2018 Sennheiser E965 Wireless Microphones $489.95
716499 08/10/2018 Open Accounts Payable BAY AREA PRINTER & DATA SVCS
INC
$239.53
Invoice Date Description Amount
19046 07/17/2018 HP 711 (CZ132A) Yellow Original Ink Cartridge $92.38
19120 08/01/2018 Yellow Toner - front desk $147.15
716500 08/10/2018 Open Accounts Payable BRUCE'S TIRE INC $234.95
Invoice Date Description Amount
11-23747 08/06/2018 4-Wheel Alignment VEH424 $99.95
11-23787 08/07/2018 Alignment (Dually Truck/4WD) VEH407 $135.00
716501 08/10/2018 Open Accounts Payable California Contractors Supplies, Inc.$1,092.04
Invoice Date Description Amount
VV04029 07/27/2018 Grounds School Site Maint: Straps, Tape, Bit Sets $1,092.04
716502 08/10/2018 Open Accounts Payable CALLANDER ASSOCIATES
LANDSCAPE
$15,694.75
Invoice Date Description Amount
17056-11 07/29/2018 Services through 6/30/18 - I-280 Channel Trail
Feasibility Study
$15,694.75
716503 08/10/2018 Open Accounts Payable CHRISP COMPANY $4,190.00
Invoice Date Description Amount
3096 07/27/2018 Streets: Remove striping & replace in new alignment $4,190.00
716504 08/10/2018 Open Accounts Payable CINTAS CORPORATION $508.31
Invoice Date Description Amount
630505966 07/31/2018 Uniforms / Safety Apparel $508.31
716505 08/10/2018 Open Accounts Payable CITIZEN COMMUNICATIONS LLC $6,000.00
Invoice Date Description Amount
1597 08/01/2018 Recyclist Outreach Year 1 of Support $6,000.00
716506 08/10/2018 Open Accounts Payable CITY OF FOSTER CITY $7,456.00
Invoice Date Description Amount
12409 07/01/2018 BAERS ANNUAL MEMBERSHIP FY 18/19 $7,456.00
716507 08/10/2018 Open Accounts Payable CITY OF SUNNYVALE $542.18
Invoice Date Description Amount
105299-73066C 07/26/2018 Sewer Service City of Sunnyvale - corrected bill $542.18
716508 08/10/2018 Open Accounts Payable CLEARBLU ENVIRONMENTAL $615.07
Invoice Date Description Amount
18904 08/02/2018 Hazmat $615.07
716509 08/10/2018 Open Accounts Payable Colonial Life & Accident Insurance $231.79
Invoice Date Description Amount
08032018 08/03/2018 4800 - *Colonial Products - Pre-Tax*$231.79
716510 08/10/2018 Open Accounts Payable Community Health Charities of
California
$257.00
Invoice Date Description Amount
08032018 08/03/2018 4400 - Community Health Charities $257.00
Monday, August 13, 2018Pages: 6 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
55
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716511 08/10/2018 Open Accounts Payable CONTRACT SWEEPING SERVICES
INC
$15,534.48
Invoice Date Description Amount
180000783 07/15/2018 Street sweeping July 2018 $11,637.48
180000806 07/15/2018 Street sweeping on Foothill July 2018 $3,897.00
716512 08/10/2018 Open Accounts Payable COUNTY OF MARIN/CAL-SLA $2,520.00
Invoice Date Description Amount
19078 07/01/2018 Annual Membership Dues $2,520.00
716513 08/10/2018 Open Accounts Payable CSI SOFTWARE INC $1,275.57
Invoice Date Description Amount
30574 08/01/2018 Website Services - Spectrum and Gateway Fee $1,275.57
716514 08/10/2018 Open Accounts Payable CURREN CONSULTING $3,832.50
Invoice Date Description Amount
2018-07-03 07/31/2018 July work - 2018 Pavement Maintenance Project
Phase 1
$3,832.50
716515 08/10/2018 Open Accounts Payable DANNY MESTIZO $156.50
Invoice Date Description Amount
001102048 08/01/2018 CTLA - Pizza My Heart Lunch for 7.12.18 $156.50
716516 08/10/2018 Open Accounts Payable DEX SYSTEMS ENGINEERING $350.00
Invoice Date Description Amount
1253 08/05/2018 Quinlan Ctr. audio troubleshoot; Senior Ctr. audio
install
$350.00
716517 08/10/2018 Open Accounts Payable DIGITAL PRINT $270.70
Invoice Date Description Amount
18846 08/01/2018 Business cards for Marilu Mejia $104.83
18845 08/01/2018 Business Cards for Maria & Karen $165.87
716518 08/10/2018 Open Accounts Payable DIRECTV $165.98
Invoice Date Description Amount
34729209952 07/26/2018 DirecTV (7/25/18 - 8/24/18)$165.98
716519 08/10/2018 Open Accounts Payable DOLPHIN DESIGN INC $2,160.00
Invoice Date Description Amount
30237 08/01/2018 Aquarium service for August 2018 $2,160.00
716520 08/10/2018 Open Accounts Payable ELCOR ELECTRIC $1,225.00
Invoice Date Description Amount
1784 07/30/2018 Troubleshooting - BBF $1,225.00
716521 08/10/2018 Open Accounts Payable ERGO VERA $293.04
Invoice Date Description Amount
2900 08/07/2018 Ergonomic Evaluation - Shivani Tripathi $293.04
716522 08/10/2018 Open Accounts Payable EWING IRRIGATION $4,883.87
Invoice Date Description Amount
5905141 07/31/2018 School Site Maint, Neigh. Parks, Sports Fields
irrigation suppli
$4,883.87
716523 08/10/2018 Open Accounts Payable FUHSD $10,754.00
Invoice Date Description Amount
16141586 08/06/2018 CHS Pool Rental - July $10,754.00
Monday, August 13, 2018Pages: 7 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
56
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716524 08/10/2018 Open Accounts Payable GILBANE BUILDING COMPANY $18,399.00
Invoice Date Description Amount
19 - 2015-21.02 08/01/2018 Pmt 19-SO#12- De Anza Median Phase 1
J05934.100_201808_J008
$18,399.00
716525 08/10/2018 Open Accounts Payable GRAINGER INC $241.83
Invoice Date Description Amount
9855545571 07/24/2018 Impact wrench $241.83
716526 08/10/2018 Open Accounts Payable GWLAND ASSOCIATES $1,035.00
Invoice Date Description Amount
2018-0005 08/07/2018 Payment 16 - McClellan Sidewalk Improvements
Phase 2
$1,035.00
716527 08/10/2018 Open Accounts Payable Hartford Life Insurance $10,879.20
Invoice Date Description Amount
659375744995 08/08/2018 August2018 Life and AD&D Benefit $10,879.20
716528 08/10/2018 Open Accounts Payable Hartford-Priority Accts $429.37
Invoice Date Description Amount
755973335720 08/08/2018 August 2018-Hartford Priority Accts.$429.37
716529 08/10/2018 Open Accounts Payable Health Care Dental Trust $29,159.40
Invoice Date Description Amount
August2018 08/07/2018 August 2018 Dental Benefit $29,159.40
716530 08/10/2018 Open Accounts Payable HEIDI MERRY HENN-ECKER $6,300.00
Invoice Date Description Amount
2019-00000304 08/07/2018 Su18 P3 $6,300.00
716531 08/10/2018 Open Accounts Payable HIDEKI KAWASAKI $50.00
Invoice Date Description Amount
1001 08/01/2018 fitness instructor for NE 8/9/18 $50.00
716532 08/10/2018 Open Accounts Payable HILTI $1,232.96
Invoice Date Description Amount
4611987398 07/24/2018 Facilities Service Center: Drills, screws, hammers, etc.$442.15
4611963537 07/19/2018 Facilities service center: Nails, cartridge $387.44
4611995370 07/25/2018 Facilities Service Center: Drill $30.76
4611977733 07/23/2018 Street Lighting Supplies $372.61
716533 08/10/2018 Open Accounts Payable IFPTE LOCAL 21 $1,871.52
Invoice Date Description Amount
08032018 08/03/2018 4200 - Association Dues - CEA $1,871.52
716534 08/10/2018 Open Accounts Payable IMPEC GROUP (CLEAN
INNOVATION)
$60,889.16
Invoice Date Description Amount
1808122 08/01/2018 Aug 2018 Janitorial Services $60,889.16
716535 08/10/2018 Open Accounts Payable INDEPENDENT CODE
CONSULTANTS, INC.
$8,897.61
Invoice Date Description Amount
1034 08/01/2018 On Call Plan Review Services $8,897.61
Monday, August 13, 2018Pages: 8 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
57
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716536 08/10/2018 Open Accounts Payable INTERSTATE TRAFFIC CONTROL
PRODUCTS
$6,427.18
Invoice Date Description Amount
226500 08/01/2018 Streets: Barricades, Cones, Stencils, Signs, Sign
Stands
$6,427.18
716537 08/10/2018 Open Accounts Payable IRON MOUNTAIN RECORDS
MGMNT
$2,674.73
Invoice Date Description Amount
ADYG574 07/31/2018 Document storage for city attorney office 08/01/2018-
08/31/2018
$212.09
ADWC569 07/31/2018 Document Storage 08/1/2018-08/31/2018 $2,462.64
716538 08/10/2018 Open Accounts Payable John Cahalan Landscape Architect $1,187.50
Invoice Date Description Amount
10 08/07/2018 Payment 11, SO#1 - De Anza Blvd Medians
Renovation Ph 1
$1,187.50
716539 08/10/2018 Open Accounts Payable Keith Day Company, Inc.$300.00
Invoice Date Description Amount
13945 07/25/2018 compost delivered to compost site $300.00
716540 08/10/2018 Open Accounts Payable KELLY-MOORE PAINT CO INC $219.37
Invoice Date Description Amount
820-00000360383 08/02/2018 Grounds: Neighborhood Parks- Paint, etc.$219.37
716541 08/10/2018 Open Accounts Payable KMVT COMMUNITY TELEVISION $4,296.00
Invoice Date Description Amount
2019-00000307 08/07/2018 Su18 P1 $4,296.00
716542 08/10/2018 Open Accounts Payable KNORR SYSTEMS INC $2,628.40
Invoice Date Description Amount
SI204071 07/23/2018 Facilities BBF: Pool chemicals $1,200.87
SI204171 07/25/2018 Facilities BBF: Pool chemicals $1,427.53
716543 08/10/2018 Open Accounts Payable KPA GROUP $15,538.50
Invoice Date Description Amount
000005 07/31/2018 Professional services from 6.1.18-7.31.18 $15,538.50
716544 08/10/2018 Open Accounts Payable LA OFERTA NEWSPAPER $4,180.00
Invoice Date Description Amount
08951 07/06/2018 Cupertino notice of election $4,180.00
716545 08/10/2018 Open Accounts Payable LETTIRE, COLLEEN $55.00
Invoice Date Description Amount
ColleenL08072018 07/07/2018 Cell phone reimbursement $55.00
716546 08/10/2018 Open Accounts Payable Life Insurance Company of North
America
$13,251.96
Invoice Date Description Amount
080118182136 08/01/2018 August 2018 CIGNA $13,251.96
716547 08/10/2018 Open Accounts Payable Little Medical School $5,687.50
Invoice Date Description Amount
2019-00000103 07/17/2018 Summer Payment 1 $5,687.50
Monday, August 13, 2018Pages: 9 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
58
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716548 08/10/2018 Open Accounts Payable MAHAN AND SONS INC $1,400.00
Invoice Date Description Amount
1606 07/26/2018 Grounds: varian park Orchard - July Maintenance $1,400.00
716549 08/10/2018 Open Accounts Payable Managed Health Network Inc $777.37
Invoice Date Description Amount
PRM-026661 07/17/2018 AUGUST 2018 EAP BENEFIT $777.37
716550 08/10/2018 Open Accounts Payable MIND IN PROGRESS INC $4,271.80
Invoice Date Description Amount
2019-00000305 08/07/2018 Su18 P3 $4,271.80
716551 08/10/2018 Open Accounts Payable MOUNTAIN VIEW GARDEN
CENTER
$51.18
Invoice Date Description Amount
95412 07/27/2018 Grounds-Memorial Park: Planter Mix $51.18
716552 08/10/2018 Open Accounts Payable MOVRICH, JASON $1,000.00
Invoice Date Description Amount
2019-00000310 08/07/2018 live music performance neighborhood events $1,000.00
716553 08/10/2018 Open Accounts Payable NAPA Auto Parts $87.80
Invoice Date Description Amount
549957 08/03/2018 Dry Lube Spray $87.80
716554 08/10/2018 Open Accounts Payable NICK'S CUSTOM GOLF CARS $590.64
Invoice Date Description Amount
16251 07/13/2018 Golf cart bag hoops and straps $144.88
16328 07/18/2018 Battery Charger $445.76
716555 08/10/2018 Open Accounts Payable NIDHI MATHUR $152.02
Invoice Date Description Amount
NidhiM031818 03/18/2018 Phone Reimburse 2-19-18 - 3-18-18 $30.41
NidhiM041818 04/18/2018 Phone Reimburse 3-19-18 - 4-18-18 $30.39
NidhiM051818 05/18/2018 Phone Reimburse 04-19-18 - 05-18-18 $30.39
NidhiM061818 06/18/2018 Phone Reimburse 05-19-18 - 06-18-18 $30.50
NidhiM071818 07/18/2018 Phone Reimburse 06-19-18 - 07-18-18 $30.33
716556 08/10/2018 Open Accounts Payable NOMURA, KATY $1,350.00
Invoice Date Description Amount
Spring 2018 08/07/2018 Tuition Reimbursement Spring 2018 $1,350.00
716557 08/10/2018 Open Accounts Payable NORTH AMERICAN YOUTH
ACTIVITIES LLC
$3,067.69
Invoice Date Description Amount
080618 08/06/2018 Summer Payment 1 $3,067.69
716558 08/10/2018 Open Accounts Payable O'REILLY AUTO PARTS $235.36
Invoice Date Description Amount
2591-346433 08/01/2018 Washer Pump for Tractor $18.63
2591-346596 08/02/2018 Wheel Bearings & Oil Seals $47.31
2591-346758 08/03/2018 Wiper Blades $169.42
716559 08/10/2018 Open Accounts Payable OFFICE DEPOT $145.00
Invoice Date Description Amount
166431852001 07/19/2018 Office Depot Office Supplies $25.96
171465793001 07/26/2018 Plotter Ink - Cyan $90.46
Monday, August 13, 2018Pages: 10 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
59
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
166291720001 07/19/2018 Coffee and Tea for Code Enforcement $28.58
716560 08/10/2018 Open Accounts Payable Operating Engineer #3 $1,512.16
Invoice Date Description Amount
08032018 08/03/2018 4100 - Union Dues $1,512.16
716561 08/10/2018 Open Accounts Payable PERS Long Term Care Program $30.28
Invoice Date Description Amount
08032018 08/03/2018 0530 - PERS Long Term Care $30.28
716562 08/10/2018 Open Accounts Payable PG&E $53,866.24
Invoice Date Description Amount
Import - 50166 07/31/2018 116367001 -E27H4 Wolfe and Rte 280 NB Loc A $43.93
Import - 50167 07/31/2018 116367013 -1486 S Stelling Rd, Irrigation Control $9.86
Import - 50168 07/31/2018 116367025 -De Anza and Lazaneo, Traffic Signal $61.55
Import - 50169 07/31/2018 116367026 -Behind 10343 N Wolfe, Fountain Pump
Pub Works
$46.06
Import - 50170 07/31/2018 116367035 -De Anza Blvd and Mariani, Traffic
Signal/Safety Lts
$63.47
Import - 50172 07/31/2018 116367044 - 10555 Mary Ave NEM $35.54
Import - 50173 07/31/2018 116367045 -De Anza Blvd and Hwy 280 S/Ramp,
Traffic Signal
$60.79
Import - 50174 07/31/2018 116367050 -NW Corner Stevens Crk, Traffic Signals $64.43
Import - 50175 07/31/2018 116367055 -Saich Wy and Stevens Crk NE Corner,
Traffic Signal
$52.53
Import - 50176 07/31/2018 116367060 -E37R0 Stevens Creek and De Anza Blvd,
Traffic Signal
$81.06
Import - 50177 07/31/2018 116367065 -Stevens Creek Blvd E/Saich Wy, Sprinkler
Control
$10.36
Import - 50178 07/31/2018 116367067 -Stonydale Dr and Varian Park, walkway
lighting and Ir
$64.37
Import - 50179 07/31/2018 116367070 -Stevens Creek and Blaney Ave., Traffic
Signal
$70.16
Import - 50180 07/31/2018 116367071 -Linda Vista Dr / Hillside Park, Hillside Park $20.33
Import - 50181 07/31/2018 116367075 -Vallco Pkwy and Perimeter Rd., Traffic
Signals
$50.05
Import - 50183 07/31/2018 116367090 -Wolfe and Vallco Pkwy, Traffic Signals $72.48
Import - 50184 07/31/2018 116367100 -E37H3 Wolfe and 280 SB Loc B, Traffic
Signal
$64.43
Import - 50185 07/31/2018 116367105 -Stevens Crk and Wolfe Rd, Traffic Signals $68.24
Import - 50186 07/31/2018 116367110 -SW Cor Stevens Crk and Portal, Traffic
Signal
$60.02
Import - 50187 07/31/2018 116367113 -Miller E/S 100N off Calle De Barcelona $57.15
Import - 50188 07/31/2018 116367115 -Stevens Crk and Perimeter Rd, Traffic
Control Signal
$59.24
Import - 50189 07/31/2018 116367120 -Vallco Prky/Tantau Ave, Traffic Signal $71.67
Import - 50190 07/31/2018 116367125 -Stevens Crk and Tantau, Traffic Signals $69.57
Import - 50191 07/31/2018 116367130 -NW Corner Steven Crk and Torre, Traffic
Signal
$63.27
Import - 50192 07/31/2018 116367145 -10300 Torre Ave, City Hall $11,122.59
Import - 50193 07/31/2018 116367150 -Homestead and Wolfe Road, Sunnyvale $70.16
Import - 50194 07/31/2018 116367154 -22601 Voss Ave $1,731.22
Monday, August 13, 2018Pages: 11 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
60
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Import - 50195 07/31/2018 116367155 -Homestead and Blaney, Cupertino Traffic
Signal, Sunny
$47.45
Import - 50196 07/31/2018 116367165 -S/E Wolfe-Pruneridge, Sprinkler Control
and Traffic S
$77.24
Import - 50197 07/31/2018 116367170 -Tantau Ave and Tandem D/W, Traffic
Signal
$66.92
Import - 50198 07/31/2018 116367171 -10155 Barbara Ln, Irrigation and
Scoreboard
$161.88
Import - 50199 07/31/2018 116367175 -S/E Corner Pruneridge and Tantau,
Traffic Controller
$56.76
Import - 50200 07/31/2018 116367180 -Finch and Stevens Creek, Traffic Signals $73.78
Import - 50203 07/31/2018 116367185 -Wolfe Rd 500 Ft S/O Homestead,
City/Sign Lighting
$28.17
Import - 50204 07/31/2018 116367195 -Corner Miller and Phil Ln, Traffic Signal $60.39
Import - 50205 07/31/2018 116367200 -Homestead and De Anza Blvd, Traffic
Signal/Dept Pub W
$69.38
Import - 50206 07/31/2018 116367205 -Homestead Rd and Franco Ct, Traffic
Signals
$45.27
Import - 50207 07/31/2018 116367215 -N/Ramp De Anza Blvd, Traffic Signal $55.81
Import - 50208 07/31/2018 116367220 -Homestead Rd and Bluejay Rd, Traffic
Signals
$51.39
Import - 50209 07/31/2018 116367225 -WS Portal Btw Amhurst-Wheaton , Portal
Prk Ltg, Prk L
$140.07
Import - 50210 07/31/2018 116367236 -Stelling Rd Median 450' S/O Stevens Crk,
Landscape Ir
$11.13
Import - 50211 07/31/2018 116367245 -Stevens Creek Blvd and Janice Ave,
Sprinkler Control
$15.44
Import - 50212 07/31/2018 116367255 -Lucille and Villa De Anza, Sprinkler
Control
$248.60
Import - 50213 07/31/2018 116367269 -Cor/Lucille and Randy Ln, Sprinkler
System
$11.05
Import - 50214 07/31/2018 116367274 -1170 Yorkshire Dr.$10.24
Import - 50215 07/31/2018 116367275 -Homestead and Tantau, Cupertino Traffic
Signal, Sunny
$72.65
Import - 50216 07/31/2018 116367280 -Stevens Creek Blvd and Fwy 85 East
Ramp, Traffic Sign
$71.75
Import - 50217 07/31/2018 116367285 -21111 Stevens Creek Blvd, Sports Center $7,614.19
Import - 50218 07/31/2018 116367285 -21111 Stevens Creek Blvd, Teen Center $375.00
Import - 50219 07/31/2018 116367290 -Stevens Creek and Mary Ave, Traffic
Signals
$70.41
Import - 50223 07/31/2018 116367325 -21975 San Fernando Ave, Picnic Area $4,730.80
Import - 50224 07/31/2018 116367332 -821 Bubb Rd #B/Building Concession $101.71
Import - 50226 07/31/2018 116367343 -Foothill Blvd 150' N/O Alpine E/S,
Irrigation Control
$10.00
Import - 50227 07/31/2018 116367357 -N De Anza 188 FT N/Valley Green Dr,
Irrig Controller
$13.27
Import - 50228 07/31/2018 116367359 -Homestead and Heron, traffic control svc $48.77
Import - 50229 07/31/2018 116367360 -10300 Aninworth Dr, Ball Park Stevens
Creek SV
$10.51
Import - 50230 07/31/2018 116367370 -Stevens Creek Blvd and Fwy 85 West
Ramp, Traffic Sign
$9.86
Import - 50231 07/31/2018 116367375 -10710 Stokes Ave, Somerset Park $31.09
Monday, August 13, 2018Pages: 12 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
61
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Import - 50232 07/31/2018 116367380 -NE Corner Peninsula and Stevens Creek,
Traffic Signal
$67.37
Import - 50233 07/31/2018 116367385 -End/Stokes W/Wilson Crt, Sprinkler
Control
$11.38
Import - 50234 07/31/2018 116367395 -N/E corner Foothill and Starling Dr, Traffic
Signals
$53.88
Import - 50235 07/31/2018 116367401 -Miller W/S N of Greenwood $12.72
Import - 50236 07/31/2018 116367408 -Stevens Creek Bl and Mary Avenue,
Memorial Park Pump
$56.22
Import - 50239 07/31/2018 116367437 -10455 Miller Ave, Creekside Park $500.46
Import - 50241 07/31/2018 116367447 -Stelling Rd Median 500' S/O Peppertree
Ln, Landscape
$11.51
Import - 50242 07/31/2018 116367449 -10350 Torre Ave, Community Hall $3,396.84
Import - 50243 07/31/2018 116367455 -E37R9 Rodriguez and De Anza Blvd,
Traffic Signal
$66.92
Import - 50244 07/31/2018 116367465 -De Anza Blvd and Scofield Dr, Sprinkler
Controller
$11.12
Import - 50246 07/31/2018 116367474 -10500 Ann Arbor Ave, Field-Garden Gate $236.42
Import - 50247 07/31/2018 116367475 -Foothill and Stevens Creek, Traffic Signal $57.72
Import - 50248 07/31/2018 116367476 -Salem Ave and Foothill Blvd, Irrigation
Control
$9.88
Import - 50249 07/31/2018 116367477 -21121 Stevens Creek Blvd, Memorial Park $1,638.93
Import - 50250 07/31/2018 116367484 -20220 Suisun Dr, Parks and Rec Free
Standing Panel
$134.54
Import - 50251 07/31/2018 116367493 -Dumas Dr/Jollyman Park, Jollyman Park
Restroom
$407.28
Import - 50252 07/31/2018 116367505 -Stevens Crk and Stelling, Signal $38.26
Import - 50253 07/31/2018 116367510 -Bubb Rd and Results Wy, Traffic Signal $46.45
Import - 50254 07/31/2018 116367515 -Bubb Rd and McClellan Intersection,
Traffic Signal
$64.61
Import - 50255 07/31/2018 116367520 -Stelling Rd and Peppertree, Traffic Signal $46.62
Import - 50256 07/31/2018 116367525 -Stelling and McClellan, Signals $60.39
Import - 50257 07/31/2018 116367527 -Foothill Blvd 200' N/O Stevens Creek
W/S, Irrigation
$10.89
Import - 50258 07/31/2018 116367530 -Orange Ave and Stevens Creek N/E
corner, Traffic Cont
$44.58
Import - 50259 07/31/2018 116367536 -Senior Center $5,518.07
Import - 50260 07/31/2018 116367545 -Saratoga-Sunnyvale Rd, Traffic Signal $60.39
Import - 50261 07/31/2018 116367550 -W/S Saratoga-Sunnyvale Rd @ RT85,
Traffic Signal
$53.51
Import - 50262 07/31/2018 116367559 -21011 Prospect Rd, Irrigation Control $9.92
Import - 50263 07/31/2018 116367560 -S/E corner De Anza and Pacifica, Traffic
Signal
$67.86
Import - 50264 07/31/2018 116367568 -CORP YARD NEM $20.18
Import - 50265 07/31/2018 116367570 -De Anza Blvd, Sprinkler Controller *$11.12
Import - 50266 07/31/2018 116367585 -Rainbow and Stelling, Traffic Signal $63.36
Import - 50267 07/31/2018 116367587 -10430 S De Anza Blvd, Holiday Lighting $9.86
Import - 50268 07/31/2018 116367590 -Saratoga Sunnyvale Rd and Hwy 85,
Traffic Signal
$55.38
Import - 50269 07/31/2018 116367605 -E37C1 Prospect and Rte 85, Traffic Signal $67.26
Monday, August 13, 2018Pages: 13 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
62
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Import - 50270 07/31/2018 116367610 -E37R6 Kentwood/S. De Anza Blvd, Traffic
Signal
$66.50
Import - 50271 07/31/2018 116367615 -Fallenleaf Ln and S De Anza Blvd, Traffic
Signal
$63.55
Import - 50272 07/31/2018 116367620 -S De Anza Blvd and Sharon Dr , Irrigation
Controller
$16.01
Import - 50273 07/31/2018 116367625 -Stevens Creek Blvd Orange S/W Cor,
Irrigation Control
$9.86
Import - 50274 07/31/2018 116367628 -N/W corner Alpine Dr and Foothill Blvd,
Irrigation Co
$9.88
Import - 50275 07/31/2018 116367630 -22100 Stevens Creek Blvd, Golf Pro Shop $392.28
Import - 50276 07/31/2018 116367648 -Linda Vista Park/Linda Vista Dr, Irrigation
Control
$109.85
Import - 50277 07/31/2018 116367656 -Scofield and De Anza, 100HP $11.23
Import - 50278 07/31/2018 116367677 -De Anza and Lazaneo, Sprinkler System $9.95
Import - 50279 07/31/2018 116367685 -Ruppell Pl and Moltzen Dr, Sprinkler
Control
$77.89
Import - 50280 07/31/2018 116367740 -Carmen Rd and Stevens Creek S/E
corner, Irrigation Co
$9.86
Import - 50282 07/31/2018 116367763 -10630 S De Anza Blvd, Holiday Lighting $9.86
Import - 50283 07/31/2018 116367782 -N/S Stevens Creek Blvd in front of 20301,
Irrigation
$9.88
Import - 50284 07/31/2018 116367793 -101 Skyport Dr, DG A, San Jose,
PGandE-Owned St/Highw
$830.51
Import - 50285 07/31/2018 116367815 -19784 Wintergreen Dr $552.66
Import - 50287 07/31/2018 116367836 -De Anza Blvd E/S S/O Lazaneo, Sprinkler
Control
$9.94
Import - 50288 07/31/2018 116367840 -community ctr -NEW $9,606.30
Import - 50289 07/31/2018 116367902 -10246 Parkside Ln, Wilson Pk
Sprinklers,Snack Shack,I
$398.29
Import - 50290 07/31/2018 116367907 -S/W Corner Stelling and Green leaf,
Traffic Signal
$60.59
Import - 50291 07/31/2018 116367910 -Foothill Blvd 100' N/O Starling E/S,
Irrigation Contr
$9.86
Import - 50292 07/31/2018 116367925 -22601 Voss Ave, Outdoor Lighting-MV
Park
$23.68
Import - 50293 07/31/2018 116367941 -7548 Donegal Dr, Irrigation Control
/Hoover Park
$10.53
Import - 50295 07/31/2018 116367988 -21710 McClellan Rd, Playground
Reception Area
$9.87
716563 08/10/2018 Open Accounts Payable PG&E $1,038.91
Invoice Date Description Amount
9785-07272018 07/27/2018 2016881978-5 6/20/18-7/19/18 $10.10
0349-07262018 07/26/2018 3042033034-9 6/20/18-7/19/18 $158.08
6480-07312018 07/31/2018 5587684648-0 6/25/18-7/24/18 $766.72
4212-07262018 07/26/2018 3535370421-2 6/21/18-7/20/18 $65.51
0719-07262018 07/26/2018 9223068071-9 6/20/18-7/19/18 $24.81
1937-07262018 07/26/2018 8754273193-7 6/20/18-7/19/18 $13.69
Monday, August 13, 2018Pages: 14 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
63
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716564 08/10/2018 Open Accounts Payable PLAY-WELL TEKNOLOGIES $5,250.00
Invoice Date Description Amount
2019-00000303 08/07/2018 Su18 P4 $5,250.00
716565 08/10/2018 Open Accounts Payable PLEASANTON TRUCKING, INC.$15,042.00
Invoice Date Description Amount
114805896 07/26/2018 Grounds School Site Maint: Infield Mix Stabilizer $7,521.00
114805888 07/27/2018 Grounds School Site Maint: Infield Mix Stabilizer $2,507.00
114805756 07/24/2018 Grounds Sports Fields: Infield Mix Stabilizer $2,507.00
114805749 07/23/2018 Grounds Sports Fields: Infield Mix Stabilizer $2,507.00
716566 08/10/2018 Open Accounts Payable Quench USA, Inc $330.19
Invoice Date Description Amount
INV01364077 08/01/2018 Water Disp. Rental- 8.1.18-9.30.18 Serv. Ctr $76.31
INV01365893 07/30/2018 Work Order Flat Fee $24.95
INV01360317 08/01/2018 Water Disp. Rental- 8.1.18-9.30.18 Franco Ct $76.31
INV01361186 08/01/2018 Water Disp. Rental- 8.1.18-9.30.18 City Hall $152.62
716567 08/10/2018 Open Accounts Payable RONALD D OLDS $629.00
Invoice Date Description Amount
5222 08/05/2018 Rack D1 completed disassembly; loading new gear $629.00
716568 08/10/2018 Open Accounts Payable SAN JOSE WATER COMPANY $111,186.26
Invoice Date Description Amount
Import - 50044 07/24/2018 0063820000-6 - Janice Av.LS $57.06
Import - 50046 07/24/2018 0068410000-1 - 22221 McClellan 8302 $617.52
Import - 50047 07/24/2018 0134100000-6 - 8303 Memorial Park $4,202.88
Import - 50048 07/31/2018 0251610000-1 - 19500 Calle De Barcelona $66.33
Import - 50050 07/24/2018 0345710000-0 - Alderbrook Ln.FS $77.75
Import - 50052 07/24/2018 0677310000-0 - 10300 Torre Ave LS (Comm.Hall)$2,548.39
Import - 50054 07/24/2018 1198300000-8 - 21979 San Fernando Ave. 6620 $166.75
Import - 50055 07/24/2018 1250520000-1 - 6620 Blackberry/Snack $1,352.69
Import - 50056 07/24/2018 1332100000-5 - Hyde Avenue $6,804.41
Import - 50057 07/24/2018 1393820000-6 - Irrig SC/Stelling LS (Stev Crk Blvd)$51.79
Import - 50058 07/24/2018 1444810000-9 - Hyannisport Dr. LS $6,583.92
Import - 50059 07/31/2018 1649600000-7 - Barrington Bridge Lane $176.74
Import - 50062 07/24/2018 1735700000-3 - 8303 Memorial Park Restroom $155.98
Import - 50063 07/24/2018 1787904559-3 - 22221 McClellan 8302 $328.00
Import - 50064 07/24/2018 1832500000-0 - Ruppell PL LS $2,001.44
Import - 50065 07/24/2018 1836700000-9 - 8322 Mary Mini Park $161.34
Import - 50066 07/24/2018 1987700000-0 - Alderbrook Ln LS $9,317.11
Import - 50067 07/24/2018 2228610000-7 - 21111 Stevens Crk LS $445.78
Import - 50068 07/24/2018 2243500000-9 - 10300 Ainsworth Dr.LS $3,547.47
Import - 50069 07/24/2018 2286120000-8 - 21251 Stevens Creek Blvd $48.84
Import - 50070 07/24/2018 2288800000-1 - 8306 Somerset Park $1,120.27
Import - 50071 07/31/2018 2628900000-7 - Farallone Dr.LS $7,890.79
Import - 50072 07/24/2018 2649300000-9 - 10300 Torre Ave. FS (Comm.Hall)$77.75
Import - 50073 07/24/2018 2892070144-9 - 22221 McClellan 8320 $97.69
Import - 50074 07/24/2018 2958510000-0 - 10555 Mary Ave.$116.13
Import - 50075 07/24/2018 2974010000-2 - 21251 Stevens Creek Blvd $456.52
Import - 50076 07/24/2018 2984810000-3 - 8504 Alves and Stelling $220.26
Import - 50078 07/24/2018 3207400000-4 - 21710 McClellan 8312 $3,320.43
Monday, August 13, 2018Pages: 15 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
64
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Import - 50079 07/24/2018 3296700000-4 - Irrig SC/Stelling LS (Stev Crk Blvd)$46.43
Import - 50080 07/24/2018 3322910000-4 - 8306 Somerset Park $129.25
Import - 50081 07/24/2018 3430520000-4 - 21111 Stev. Crk Blvd Teen Ctr $33.00
Import - 50082 07/24/2018 3530520000-4 - 21111 Stev.Crk Blvd 8510 $321.57
Import - 50083 07/24/2018 3612707315-7 - Stocklmeir Ct $365.30
Import - 50084 07/24/2018 3673220000-5 - Stev.Crk/Cupertino Rd.$298.22
Import - 50087 07/24/2018 3746710000-6 - 21111 Stev.Crk BL FS $73.28
Import - 50088 07/24/2018 3841010000-2 - 8507 Monta Vista Park $188.20
Import - 50089 07/24/2018 3856110000-9 - 8322 Stella Estates $41.14
Import - 50090 07/24/2018 3857710000-1 - 8322 Foothill/Cupertino Rd $263.39
Import - 50092 07/24/2018 3900520000-9 - 10300 Torre Ave $509.63
Import - 50093 07/24/2018 4012210000-7 - 22601 Voss Av 8304 $4,367.92
Import - 50094 07/24/2018 4103020000-4 - 6620 Blackberry/Snack $998.52
Import - 50095 07/24/2018 4227520000-6 - 8303 Memorial Park $874.24
Import - 50099 07/24/2018 5122900000-8 - Portable Meter $266.37
Import - 50100 07/24/2018 5237400000-9 - Dumas Dr, LS $8,379.53
Import - 50106 07/24/2018 5778910000-5 - 8504 Quinlan Ln.FS $48.84
Import - 50107 07/24/2018 5835000000-4 - 8322 Stelling/Alves $161.53
Import - 50109 07/24/2018 5948100000-4 - Emerg Irrig/Golf $10,631.25
Import - 50110 07/24/2018 5986710000-6 - 10300 Torre Ave. FS (Comm.Hall)$282.34
Import - 50111 07/24/2018 5997110000-9 - 7555 Barnhart Pl $5,658.70
Import - 50112 07/24/2018 6292600000-1 - 10800 Torre Ave LS $3,873.50
Import - 50113 07/24/2018 6296810000-8 - 8322 Stev.Crk Bl median $94.71
Import - 50114 07/24/2018 6405210000-1 - 8506 McClellan Ranch $84.01
Import - 50115 07/24/2018 6578520000-0 - 8322 Foothill/Alpine LS $483.64
Import - 50116 07/24/2018 6730700000-9 - 21975 San Fernando Av $427.45
Import - 50118 07/24/2018 6788620000-4 - 10555 Mary Ave. 8503 $177.38
Import - 50120 07/24/2018 6907100000-9 - Alderbrook Ln $144.27
Import - 50121 07/24/2018 6935200000-9 - 8303 Memorial Park $6,153.96
Import - 50122 07/24/2018 6973320000-5 - 8301 Linda Vista PK1 $1,186.34
Import - 50123 07/24/2018 7036000000-7 - 85 Stev.Crk/Mary LS $113.29
Import - 50125 07/24/2018 7054200000-8 - 8322 Phar Lap LS $147.98
Import - 50127 07/24/2018 7495200000-3 - 10300 Torre Ave FS $77.75
Import - 50129 07/24/2018 7630410000-1 - Salem Av.LS $322.63
Import - 50132 07/24/2018 7930000000-1 - 8322 Stelling/Christensen Dr.$81.20
Import - 50133 07/24/2018 8006810000-9 - 10450 Mann Dr $25.15
Import - 50134 07/24/2018 8065700000-8 - Peninsula and Fitzgerald Is $30.44
Import - 50135 07/31/2018 8148220000-3 - Sterling BL LS(Sterlinig BarnhartPk)$486.62
Import - 50136 07/24/2018 8270010000-9 - Janice Ave.LS $241.75
Import - 50137 07/24/2018 8287220000-9 - 8322 Stevens Cr/San Antonio Ls $51.79
Import - 50138 07/24/2018 8427420000-9 - 8322 Foothill/Vista Knoll $751.94
Import - 50139 07/24/2018 8549600000-2 - Bubb Rd.LS $5,902.06
Import - 50140 07/24/2018 8605220000-2 - Stev.Crk/Orange LS $41.14
Import - 50141 07/24/2018 8647520000-1 - 10555 Mary Ave/Corp Yard FS $122.12
Import - 50142 07/24/2018 8755010000-9 - 10455 Miller Ave/Creekside $259.66
Import - 50143 07/24/2018 8879620000-9 - 8504 Christensen Dr $230.98
Import - 50144 07/24/2018 8886800000-6 - 8301 Linda Vista PK2 $1,154.14
Import - 50147 07/24/2018 9377600000-7 - 8307 Varian Park $2,297.15
Import - 50153 07/24/2018 9785210000-3 - 8322 Stev.Crk BL median $41.14
Import - 50154 07/24/2018 9824500000-9 - 8322 Irrig SC/Stelling $231.39
Monday, August 13, 2018Pages: 16 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
65
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716569 08/10/2018 Open Accounts Payable SANTA CLARA VALLEY WATER
DISTR.
$12,664.00
Invoice Date Description Amount
GN100472 07/30/2018 Landscape Rebate Program/Gray water rebate
program
$12,664.00
716570 08/10/2018 Open Accounts Payable SCELZI ENTERPRISES INC.$383.52
Invoice Date Description Amount
F2493 07/31/2018 Misc Auto Parts $383.52
716571 08/10/2018 Open Accounts Payable SHN $1,713.00
Invoice Date Description Amount
1679851 Deposit 08/08/2018 Deposit for Hamilton 1pm 03/20/19 Cupertino Senior
Center
$1,713.00
716572 08/10/2018 Open Accounts Payable SLANEY, ROSS $353.86
Invoice Date Description Amount
RossS072618 07/26/2018 RossS072618 Reimburse 2018 New World User
Group Mtg Truckee
$353.86
716573 08/10/2018 Open Accounts Payable SPIKES GOLF SUPPLIES, INC.$85.19
Invoice Date Description Amount
760190 08/01/2018 Sunscreen and retail merchandise $85.19
716574 08/10/2018 Open Accounts Payable STAPLES BUSINESS ADVANTAGE $383.99
Invoice Date Description Amount
3384945145 07/27/2018 Office supplies and paper $208.08
3384794427 07/25/2018 General Supplies- Iphone Case $25.93
3383024416 07/06/2018 Copier Paper - Canary & Pink Pastel $22.36
3384794429 07/25/2018 FAX MACHINE $78.14
3384866405 07/26/2018 Office & Kitchen Supplies:Staple Puller, Creamer, Tea,
Dish Soap
$34.49
3384866406 07/26/2018 Kitchen Supplies: Mini Moos $14.99
716575 08/10/2018 Open Accounts Payable State Disbursement Unit $276.92
Invoice Date Description Amount
08032018 08/03/2018 0100 - Child Support $276.92
716576 08/10/2018 Open Accounts Payable Strategic Economics Inc $2,367.43
Invoice Date Description Amount
1816.01 07/31/2018 Economic Feasiblity of Inclusionary Housing Policy
2018/07
$2,367.43
716577 08/10/2018 Open Accounts Payable SUMMERWINDS GARDEN CNTR
INC.
$391.70
Invoice Date Description Amount
845 07/25/2018 Grounds Memorial Park: Plants $391.70
716578 08/10/2018 Open Accounts Payable SUNNYVALE FORD $15.91
Invoice Date Description Amount
128768 08/03/2018 Radiator Caps (R1HV)$15.91
716579 08/10/2018 Open Accounts Payable SUPPLYWORKS $269.44
Invoice Date Description Amount
448689232 07/26/2018 Supplies for park restrooms $134.72
448522987 07/26/2018 Supplies for park restrooms $134.72
Monday, August 13, 2018Pages: 17 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
66
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716580 08/10/2018 Open Accounts Payable SWANK MOTION PICTURES, INC.$643.00
Invoice Date Description Amount
RG2543719 07/31/2018 Aug. 10 movie license $643.00
716581 08/10/2018 Open Accounts Payable T & T PAVEMENT MARKINGS AND $2,788.33
Invoice Date Description Amount
2018369 07/31/2018 Street Sign Markings: Round closure post caps $188.68
2018247 06/12/2018 Streets: 50 - 12 Guage Posts $2,599.65
716582 08/10/2018 Open Accounts Payable TEAMVIEWER GMBH $1,780.00
Invoice Date Description Amount
2097630600 08/06/2018 TeamViewer Corporate Subscription 8/6/18-8/5/18 $1,780.00
716583 08/10/2018 Open Accounts Payable TED PENG $55.00
Invoice Date Description Amount
TedP080318 08/03/2018 TedP080318 Phone Reimburse 7/4/18-8/3/18 $55.00
716584 08/10/2018 Open Accounts Payable THE CALIFORNIA CHANNEL $506.68
Invoice Date Description Amount
18873 08/01/2018 The California Channel (July 2018) monthly fee $253.34
18975 08/01/2018 The California Channel (August 2018) monthly fee $253.34
716585 08/10/2018 Open Accounts Payable THE WILFRED JARVIS INSTITUTE $1,631.25
Invoice Date Description Amount
07312018AC 07/31/2018 Professional Services-Leadership & Organizational
Effectiveness
$1,631.25
716586 08/10/2018 Open Accounts Payable TOWN TALK $116.80
Invoice Date Description Amount
504069 07/25/2018 Logo Towels for Resale $116.80
716587 08/10/2018 Open Accounts Payable Tripepi, Smith and Associates, Inc $2,405.00
Invoice Date Description Amount
3504 07/31/2018 Cupertino Budget At A Glance $2,405.00
716588 08/10/2018 Open Accounts Payable TRUJILLO, RYAN $250.00
Invoice Date Description Amount
2019-00000311 08/07/2018 live music performance neighborhood events $250.00
716589 08/10/2018 Open Accounts Payable TURF & INDUSTRIAL EQUIPMENT
CO
$347.67
Invoice Date Description Amount
IV27063 08/06/2018 Misc Equipment Parts $347.67
716590 08/10/2018 Open Accounts Payable U S HEALTHWORKS MEDICAL
GROUP PC
$84.00
Invoice Date Description Amount
3372589-CA 08/02/2018 TB SKIN TESTS $84.00
716591 08/10/2018 Open Accounts Payable UNITED SITE SERVICES INC.$237.99
Invoice Date Description Amount
114-7063725 07/18/2018 portable toilet for compost site $237.99
716592 08/10/2018 Open Accounts Payable VALLEY IMAGES $486.90
Invoice Date Description Amount
19473 07/26/2018 Inspection sheets $486.90
Monday, August 13, 2018Pages: 18 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
67
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716593 08/10/2018 Open Accounts Payable VALLEY OIL COMPANY $1,633.64
Invoice Date Description Amount
41347 08/06/2018 Shell Rotella T-6 5W40 Oil $1,633.64
716594 08/10/2018 Open Accounts Payable VERDE DESIGN INC $1,548.75
Invoice Date Description Amount
4-1723500 08/01/2018 Payment #4, services from July 1 to July 25, 2018 $1,548.75
716595 08/10/2018 Open Accounts Payable Vision Service Plan (CA)$325.72
Invoice Date Description Amount
August2018 VB 07/19/2018 August 2018 Vision Benefits-Safety Glasses $325.72
716596 08/10/2018 Open Accounts Payable Vision Service Plan (CA)$3,529.44
Invoice Date Description Amount
August2018VB 07/19/2018 August 2018 Vision Benefits $3,529.44
716597 08/10/2018 Open Accounts Payable WESTMORELAND, EVAN $240.00
Invoice Date Description Amount
48 08/08/2018 Control Room Cleanup Project $240.00
716598 08/10/2018 Open Accounts Payable WILEY PRICE & RADULOVICH LLP $3,202.50
Invoice Date Description Amount
28826 07/31/2018 Professional Services Rendered July 2018 $3,100.50
28827 07/31/2018 Professional Services Rendered July 2018 $102.00
716599 08/10/2018 Open Accounts Payable YORK INSURANCE SERVICES
GROUP INC
$2,208.17
Invoice Date Description Amount
500017895 07/31/2018 Workers' Compensation Claims Administration July
2018
$2,208.17
716600 08/10/2018 Open Accounts Payable Aileen Lai $5.00
Invoice Date Description Amount
2019-00000384 08/09/2018 Camp Cupertino $5.00
716601 08/10/2018 Open Accounts Payable AJIT JAIN $349.00
Invoice Date Description Amount
2019-00000334 08/09/2018 Withdraw from Basketball/Chess $349.00
716602 08/10/2018 Open Accounts Payable Alan Soong $215.00
Invoice Date Description Amount
2019-00000339 08/09/2018 Refunding for Gymnastics Camp $215.00
716603 08/10/2018 Open Accounts Payable ALFRED CHEN $635.00
Invoice Date Description Amount
2019-00000365 08/09/2018 Refund due to cancelled course Jr Speakers &
Common Core Reading
$635.00
716604 08/10/2018 Open Accounts Payable Amy Wong $138.00
Invoice Date Description Amount
2019-00000352 08/09/2018 Refunding for Gymnastics Class $138.00
716605 08/10/2018 Open Accounts Payable Bahattin Kilic $133.00
Invoice Date Description Amount
2019-00000362 08/09/2018 Refunding for Gymnastics Class $133.00
Monday, August 13, 2018Pages: 19 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
68
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716606 08/10/2018 Open Accounts Payable BING WONG $375.00
Invoice Date Description Amount
2019-00000366 08/09/2018 Refund due to cancelled course AWGSJRNCP $375.00
716607 08/10/2018 Open Accounts Payable Chiao-Hsin Chang $215.00
Invoice Date Description Amount
2019-00000338 08/09/2018 Refunding for Gymnastics Camp $215.00
716608 08/10/2018 Open Accounts Payable Christine Hattan $10.00
Invoice Date Description Amount
2019-00000381 08/09/2018 Extended care #76159 $10.00
716609 08/10/2018 Open Accounts Payable Daniel Neilson $115.00
Invoice Date Description Amount
2019-00000350 08/09/2018 Refunding for Gymnastics Class $115.00
716610 08/10/2018 Open Accounts Payable Deepa Shenoy $266.00
Invoice Date Description Amount
2019-00000361 08/09/2018 Refunding for Gymnastics Class $266.00
716611 08/10/2018 Open Accounts Payable Dona Bahmani $47.00
Invoice Date Description Amount
2019-00000368 08/09/2018 Refunding for Lunch Extended Care and Camp
Cupertino
$47.00
716612 08/10/2018 Open Accounts Payable ELIZABETH BRANDT $52.00
Invoice Date Description Amount
2019-00000375 08/09/2018 Refund 1-day for cancelled Art Camp $52.00
716613 08/10/2018 Open Accounts Payable ESSIE LIN $275.00
Invoice Date Description Amount
2019-00000363 08/09/2018 w/draw and refund for Little Sports Wilderrness $275.00
716614 08/10/2018 Open Accounts Payable FARSANEH POURNAVAB $9.00
Invoice Date Description Amount
2019-00000385 08/09/2018 Camp Cupertino $9.00
716615 08/10/2018 Open Accounts Payable Felix Lee $500.00
Invoice Date Description Amount
19895 07/26/2018 Refunding Security Deposit for Cupertino Room $500.00
716616 08/10/2018 Open Accounts Payable G&G PAINTING, INC $144.00
Invoice Date Description Amount
7621 08/06/2018 G&G PAINTING, INC Inv#7621 Refund $144.00
716617 08/10/2018 Open Accounts Payable GAYATHRIDEVI KALIAPPAN $78.00
Invoice Date Description Amount
2019-00000378 08/09/2018 Withdraw request for Nature Play $78.00
716618 08/10/2018 Open Accounts Payable Heather Jensen $7.50
Invoice Date Description Amount
2019-00000396 08/09/2018 Camp Cupertino $7.50
716619 08/10/2018 Open Accounts Payable HIGH END DEVELOPMENT $144.00
Invoice Date Description Amount
7599 08/06/2018 HIGH END DEVELOPMENT Inv#7599 Refund $144.00
Monday, August 13, 2018Pages: 20 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
69
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716620 08/10/2018 Open Accounts Payable Hiroaki Yoshida $115.00
Invoice Date Description Amount
2019-00000348 08/09/2018 Refunding for Gymnastics Class $115.00
716621 08/10/2018 Open Accounts Payable HRISHIKESH JOSHI $52.00
Invoice Date Description Amount
2019-00000376 08/09/2018 Refund 1-day for cancelled Art Camp $52.00
716622 08/10/2018 Open Accounts Payable HYO KWON $413.00
Invoice Date Description Amount
2019-00000336 08/09/2018 w/draw and refund for Creative Crafts 75937 &
Cancelled Gym
$413.00
716623 08/10/2018 Open Accounts Payable Ivy Cheung $215.00
Invoice Date Description Amount
2019-00000340 08/09/2018 Refunding for Gymnastics Camp $215.00
716624 08/10/2018 Open Accounts Payable Jagadeeswara Komma $115.00
Invoice Date Description Amount
2019-00000357 08/09/2018 Refunding for Gymnastics Class $115.00
716625 08/10/2018 Open Accounts Payable JAY LONG $330.00
Invoice Date Description Amount
2019-00000364 08/09/2018 w/draw and refund for Little Sports Wilderrness $330.00
716626 08/10/2018 Open Accounts Payable Jessica Wang $230.00
Invoice Date Description Amount
2019-00000332 08/09/2018 Cancel Gymnastics Class $230.00
716627 08/10/2018 Open Accounts Payable JOE THOMAS $54.00
Invoice Date Description Amount
2019-00000374 08/09/2018 Refund 1-day for cancelled First Steps Art Camp $54.00
716628 08/10/2018 Open Accounts Payable Joohyun Ha $15.00
Invoice Date Description Amount
2019-00000388 08/09/2018 Camp Cupertino $15.00
716629 08/10/2018 Open Accounts Payable Kai-Nien Tu $380.00
Invoice Date Description Amount
2019-00000343 08/09/2018 Refunding for Gymnastics Camp $380.00
716630 08/10/2018 Open Accounts Payable Karen Kirouac $10.00
Invoice Date Description Amount
2019-00000371 08/09/2018 Camp Cupertino #75981 $10.00
716631 08/10/2018 Open Accounts Payable KEVIN JONES $15.25
Invoice Date Description Amount
2019-00000369 08/09/2018 Refunding for Pre Soccer #73898 $15.25
716632 08/10/2018 Open Accounts Payable Krishnapriya Raghuveer $15.00
Invoice Date Description Amount
2019-00000394 08/09/2018 Camp Cupertino $15.00
716633 08/10/2018 Open Accounts Payable Kristen Lyn $15.00
Invoice Date Description Amount
2019-00000392 08/09/2018 Camp Cupertino $15.00
Monday, August 13, 2018Pages: 21 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
70
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716634 08/10/2018 Open Accounts Payable Kwan, Wilson $295.00
Invoice Date Description Amount
RC 2018 08/06/2018 Lifeguard Cert class reimbursement for Alexa Kwan $295.00
716635 08/10/2018 Open Accounts Payable Laura Finkelstein $10.00
Invoice Date Description Amount
2019-00000382 08/09/2018 Camp Cupertino $10.00
716636 08/10/2018 Open Accounts Payable LAURA MITCHELL $115.00
Invoice Date Description Amount
2019-00000379 08/09/2018 All gymnastics classes and camps cancelled $115.00
716637 08/10/2018 Open Accounts Payable LAW OFFICE OF BORAH AND
SHAFFER
$174.40
Invoice Date Description Amount
7629 08/06/2018 LAW OFFICE OF BORAH AND SHAFFER Inv#7629 $174.40
716638 08/10/2018 Open Accounts Payable Lay Chu $5.00
Invoice Date Description Amount
2019-00000370 08/09/2018 Camp Cupertino #75981 $5.00
716639 08/10/2018 Open Accounts Payable LI-SHUAN WU $190.00
Invoice Date Description Amount
2019-00000380 08/09/2018 All gymnastics classes and camps cancelled $190.00
716640 08/10/2018 Open Accounts Payable Linda Rosiak $115.00
Invoice Date Description Amount
2019-00000349 08/09/2018 Refunding for Gymnastics Class $115.00
716641 08/10/2018 Open Accounts Payable Ling Chiang $230.00
Invoice Date Description Amount
2019-00000359 08/09/2018 Refunding for Gymnastics Class and Skyhawks Multi-
Sport Camp
$230.00
716642 08/10/2018 Open Accounts Payable Lubica Michalek $380.00
Invoice Date Description Amount
2019-00000342 08/09/2018 Refunding for Gymnastics Camp $380.00
716643 08/10/2018 Open Accounts Payable Mariana Ashtiani $7.50
Invoice Date Description Amount
2019-00000386 08/09/2018 Camp Cupertino $7.50
716644 08/10/2018 Open Accounts Payable Martina Koehler $138.00
Invoice Date Description Amount
2019-00000351 08/09/2018 Refunding for Gymnastics Class $138.00
716645 08/10/2018 Open Accounts Payable Mary Sun $5.00
Invoice Date Description Amount
2019-00000383 08/09/2018 Camp Cupertino $5.00
716646 08/10/2018 Open Accounts Payable Masanobu Kawai $7.50
Invoice Date Description Amount
2019-00000389 08/09/2018 Camp Cupertino $7.50
716647 08/10/2018 Open Accounts Payable Megha Sheth $9.00
Invoice Date Description Amount
2019-00000395 08/09/2018 Camp Cupertino $9.00
Monday, August 13, 2018Pages: 22 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
71
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716648 08/10/2018 Open Accounts Payable MICHELLE DUNN $54.00
Invoice Date Description Amount
2019-00000372 08/09/2018 Refund 1-day for cancelled First Steps Art Camp $54.00
716649 08/10/2018 Open Accounts Payable Nathaniel Kozim $115.00
Invoice Date Description Amount
2019-00000346 08/09/2018 Refunding for Gymnastics Class $115.00
716650 08/10/2018 Open Accounts Payable Png-Chu Wang $138.00
Invoice Date Description Amount
2019-00000347 08/09/2018 Refunding for Gymnastics Class $138.00
716651 08/10/2018 Open Accounts Payable Poonam Bajaj $115.00
Invoice Date Description Amount
2019-00000355 08/09/2018 Refunding for Gymnastics Class $115.00
716652 08/10/2018 Open Accounts Payable PREETHI RAMACHANDRAN $190.00
Invoice Date Description Amount
2019-00000345 08/09/2018 Refunding for Gymnastics Camp $190.00
716653 08/10/2018 Open Accounts Payable Raghu Mk $7.50
Invoice Date Description Amount
2019-00000393 08/09/2018 Camp Cupertino $7.50
716654 08/10/2018 Open Accounts Payable Sabharipriya Arumugam $115.00
Invoice Date Description Amount
2019-00000354 08/09/2018 Refunding for Gymnastics Class $115.00
716655 08/10/2018 Open Accounts Payable SAM PAN $750.00
Invoice Date Description Amount
2019-00000367 08/09/2018 Refund due to cancelled course AWGSJRNCP $750.00
716656 08/10/2018 Open Accounts Payable Sandhya Iyengar $115.00
Invoice Date Description Amount
2019-00000356 08/09/2018 Refunding for Gymnastics Class $115.00
716657 08/10/2018 Open Accounts Payable SHILPA THAKKAR $54.00
Invoice Date Description Amount
2019-00000373 08/09/2018 Refund 1-day for cancelled First Steps Art Camp $54.00
716658 08/10/2018 Open Accounts Payable Shim Hyun $15.00
Invoice Date Description Amount
2019-00000390 08/09/2018 Camp Cupertino $15.00
716659 08/10/2018 Open Accounts Payable Takashi Sasaki $205.00
Invoice Date Description Amount
2019-00000358 08/09/2018 Refunding for Gymnastics Class $205.00
716660 08/10/2018 Open Accounts Payable Tam Tsang $133.00
Invoice Date Description Amount
2019-00000360 08/09/2018 Refunding for Gymnastics Class $133.00
716661 08/10/2018 Open Accounts Payable Teri Gerhardt $7.50
Invoice Date Description Amount
2019-00000387 08/09/2018 Camp Cupertino $7.50
Monday, August 13, 2018Pages: 23 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
72
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716662 08/10/2018 Open Accounts Payable Tilly Chang $15.00
Invoice Date Description Amount
2019-00000391 08/09/2018 Camp Cupertino $15.00
716663 08/10/2018 Open Accounts Payable TOM REAVIS $231.60
Invoice Date Description Amount
2019-00000377 08/09/2018 w/draw and refund for Startup Wonder Python and
Camp Cupertino.
$231.60
716664 08/10/2018 Open Accounts Payable Umesh Kelkar $980.00
Invoice Date Description Amount
2019-00000344 08/09/2018 Refunding for Gymnastics Camp $980.00
716665 08/10/2018 Open Accounts Payable Urvi Pankhaniya $1,050.00
Invoice Date Description Amount
2019-00000330 08/09/2018 Cancel Skyhawks Multi-Sport Camp $1,050.00
716666 08/10/2018 Open Accounts Payable Vijay Eyunni $133.00
Invoice Date Description Amount
2019-00000333 08/09/2018 Cancel Gymnastics Class $133.00
716667 08/10/2018 Open Accounts Payable Viji Rema $215.00
Invoice Date Description Amount
2019-00000337 08/09/2018 Refunding for Gymnastics Camp $215.00
716668 08/10/2018 Open Accounts Payable Vivian Crespo $215.00
Invoice Date Description Amount
2019-00000335 08/09/2018 Refunding for Gymnastics Camp $215.00
716669 08/10/2018 Open Accounts Payable Xue Wang $230.00
Invoice Date Description Amount
2019-00000353 08/09/2018 Refunding for Gymnastics Class $230.00
716670 08/10/2018 Open Accounts Payable Yan Chi Li $11.50
Invoice Date Description Amount
2019-00000331 08/09/2018 Refunding for Missed/Canceled class of Tiny Tot Ballet $11.50
716671 08/10/2018 Open Accounts Payable Yuki Nagano $430.00
Invoice Date Description Amount
2019-00000341 08/09/2018 Refunding for Gymnastics Camp $430.00
Type Check Totals:195 Transactions $632,335.32
EFT
27837 08/09/2018 Open Accounts Payable California Public Employees'
Retirement System
$318,743.85
Invoice Date Description Amount
07162018 07/16/2018 Health Premiums 8/2018 $318,743.85
27838 08/10/2018 Open Accounts Payable Employment Development $1,406.59
Invoice Date Description Amount
08032018 08/03/2018 SDI - State Disability Insurance $1,406.59
27839 08/10/2018 Open Accounts Payable PERS-457K $6,399.30
Invoice Date Description Amount
08032018 08/03/2018 3200 - *PERS Deferred Comp*$6,399.30
Monday, August 13, 2018Pages: 24 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
73
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
27840 08/10/2018 Open Accounts Payable AUSTIN, NATASHA $4,340.10
Invoice Date Description Amount
2019-00000306 08/07/2018 Su18 P3 $4,340.10
27841 08/10/2018 Open Accounts Payable BIKLEN, CHELSEA $55.00
Invoice Date Description Amount
ChelseaB080118 08/01/2018 Cell phone reimbursement 7/2/18 - 8/1/18 $55.00
27842 08/10/2018 Open Accounts Payable BRIAN GATHERS $55.00
Invoice Date Description Amount
BrianG080418 08/04/2018 Cell reimbursement 7/5-8/4/18 $55.00
27843 08/10/2018 Open Accounts Payable CLIFF MABUTAS $41.69
Invoice Date Description Amount
CliffM071218 07/12/2018 Cell Ph Reimbursement-6.13.18-7-12.18 $41.69
27844 08/10/2018 Open Accounts Payable Dinh, Giang $247.58
Invoice Date Description Amount
GFOATraining18 08/08/2018 GFOA Training D.C Reimbursement $247.58
27845 08/10/2018 Open Accounts Payable Eflex Group, Inc $4,253.55
Invoice Date Description Amount
08032018 08/03/2018 4700 - *FSA Employee Health*$4,253.55
27846 08/10/2018 Open Accounts Payable FIRE & RISK ALLIANCE, LLC $881.25
Invoice Date Description Amount
142-001-20 07/31/2018 AC2 #501 Plan Review 2018/07 $881.25
27847 08/10/2018 Open Accounts Payable GRACE SCHMIDT $55.00
Invoice Date Description Amount
2019-00000313 08/08/2018 Cell Phone Reimbursement 7-5-18 to 8-4-18 $55.00
27848 08/10/2018 Open Accounts Payable HALL, DEBORAH KAY $302.25
Invoice Date Description Amount
080618 08/06/2018 Beading Instruction (7/12-8/2) 11 participants $302.25
27849 08/10/2018 Open Accounts Payable ICMA Retirement Trust-457 $3,729.21
Invoice Date Description Amount
08032018 08/03/2018 3100 - *ICMA Deferred Comp*$3,729.21
27850 08/10/2018 Open Accounts Payable JUMP FOR FUN, INC.$373.00
Invoice Date Description Amount
892765 08/12/2018 activities for neighborhood events 8/12/18 $373.00
27851 08/10/2018 Open Accounts Payable KEVIN RIEDEN $165.00
Invoice Date Description Amount
KevinR072018 07/20/2018 Cell phone reimbursement 4/21/18 - 7/20/18 $165.00
27852 08/10/2018 Open Accounts Payable KIRSTEN SQUARCIA $40.00
Invoice Date Description Amount
9107964681_91079 08/07/2018 Kirsten Squarcia cell reimbursement June/July $40.00
27853 08/10/2018 Open Accounts Payable National Deferred (ROTH)$5,825.00
Invoice Date Description Amount
08032018 08/03/2018 3010 - Nationwide Roth $5,825.00
Monday, August 13, 2018Pages: 25 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
74
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
27854 08/10/2018 Open Accounts Payable National Deferred Compensatin $41,146.10
Invoice Date Description Amount
08032018 08/03/2018 3000 - *Nationwide Deferred Compensatio $41,146.10
27855 08/10/2018 Open Accounts Payable PARS/City of Cupertino $8,458.34
Invoice Date Description Amount
08032018 08/03/2018 3321 - PARS Employee *$8,443.34
08012018 08/03/2018 3321 - PARS Employee *$15.00
27856 08/10/2018 Open Accounts Payable PROFESSIONAL TURF MGMNT INC $75.00
Invoice Date Description Amount
838 07/31/2018 Scenic Circle Gate July 2018 $75.00
27857 08/10/2018 Open Accounts Payable SHUTE, MIHALY & WEINBERGER
LLP
$35.00
Invoice Date Description Amount
256947 07/26/2018 AC2 #501 Legal Services 2018/06 $35.00
27858 08/10/2018 Open Accounts Payable SMART & FINAL $501.60
Invoice Date Description Amount
449840 07/18/2018 CTC Food - 7.18.18 $501.60
27859 08/10/2018 Open Accounts Payable TERI GERHARDT $1,295.59
Invoice Date Description Amount
TeriG041518 04/15/2018 Phone Reimburse 3-16-18 - 4-15-18 $48.12
TeriG051518 05/15/2018 Phone Reimburse 4-16-18-5-15-18 $48.12
TeriG061518 06/15/2018 Phone Reimburse 05-16-18-06-15-18 $48.12
TeriG071518 07/15/2018 Phone Reimburse 6-16-18 - 7-15-18 $48.07
Spring 2018 08/07/2018 Tuition Reimbursement Spring 2018 $1,103.16
27860 08/10/2018 Open Accounts Payable TIMM BORDEN $55.00
Invoice Date Description Amount
TimmB072418 07/24/2018 Cell phone reimbursement 6/25/18 - 7/24/18 $55.00
Type EFT Totals:24 Transactions $398,480.00
Main Account - Main Checking Account Totals
Checks Status Count Transaction Amount Reconciled Amount
Open 195 $632,335.32 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 195 $632,335.32 $0.00
EFTs Status Count Transaction Amount Reconciled Amount
Open 24 $398,480.00 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Total 24 $398,480.00 $0.00
All Status Count Transaction Amount Reconciled Amount
Open 219 $1,030,815.32 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Monday, August 13, 2018Pages: 26 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
75
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Total 219 $1,030,815.32 $0.00
Grand Totals:
Checks Status Count Transaction Amount Reconciled Amount
Open 195 $632,335.32 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 195 $632,335.32 $0.00
EFTs Status Count Transaction Amount Reconciled Amount
Open 24 $398,480.00 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Total 24 $398,480.00 $0.00
All Status Count Transaction Amount Reconciled Amount
Open 219 $1,030,815.32 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 219 $1,030,815.32 $0.00
Monday, August 13, 2018Pages: 27 of 27user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/4/2018 - To Payment Date: 8/10/2018
76
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4334 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:9/5/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Accept Accounts Payable for the period ending August 17, 2018
Sponsors:
Indexes:
Code sections:
Attachments:A - Draft Resolution
B - AP Report
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Accept Accounts Payable for the period ending August 17, 2018
Adopt Resolution No. 18-097 accepting Accounts Payable for the period ending August 17,
2018
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
powered by Legistar™77
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
August 17, 2018
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: _____________________________
Zach Korach, Finance Manager
PASSED AND ADOPTED at a regular meeting of the City Council of the
City of Cupertino this 2nd day of October, 2018, by the following vote:
Vote Members of the City Council
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
_________________________ ________________________
Grace Schmidt, City Clerk Darcy Paul, Mayor, City of Cupertino
78
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Main Account - Main Checking Account
Check
716672 08/17/2018 Open Accounts Payable Employment Development
Department
$8,207.00
Invoice Date Description Amount
L1874584480 07/31/2018 Accrual FY17-18 Unemployment Tax Period ending
June 30, 2018
$8,207.00
716673 08/17/2018 Open Accounts Payable ABAG POWER PURCHASING POOL
(GAS)
$3,730.00
Invoice Date Description Amount
AR017759 08/01/2018 CUPACPC001 $3,730.00
716674 08/17/2018 Open Accounts Payable ADVANCED SOFTWARE
PRODUCTS GROUP IN
$531.85
Invoice Date Description Amount
10164 08/09/2018 ReACT Software $531.85
716675 08/17/2018 Open Accounts Payable ADVANTAGE GRAFIX $5,222.18
Invoice Date Description Amount
42023 08/06/2018 Budget Book Full Color $5,016.73
42074 08/14/2018 Garage Sale flyer postcards-200 $65.40
42079 08/14/2018 Program for Commissioner's Dinner 2018 $140.05
716676 08/17/2018 Open Accounts Payable AIRGAS USA LLC $170.73
Invoice Date Description Amount
9955367894 07/31/2018 Streets: HazMat $53.68
9955367905 07/31/2018 Streets: Haz Mat $117.05
716677 08/17/2018 Open Accounts Payable Alta Planning and Design $3,604.34
Invoice Date Description Amount
00-2017-173-9 08/08/2018 Services through 7.27.18 - Bicycle Wayfinding Signage
Program
$1,200.00
00-2017-271-5 08/14/2018 Services through 7.27.18 - UPRR Trail Feasibility
Study
$2,404.34
716678 08/17/2018 Open Accounts Payable ARRANGED 4 COMFORT $26.14
Invoice Date Description Amount
18-5479-SH 08/08/2018 Flat Screen Monitor Riser for Chris Corrao $26.14
716679 08/17/2018 Open Accounts Payable AT&T $2,639.27
Invoice Date Description Amount
11690971 08/01/2018 9391023220 (408-252-2405) 7/1/18-7/31/18 $21.10
11749818 08/12/2018 9391023215 (233-281-4421) 7/12/18-8/11/18 $110.07
11749817 08/12/2018 9391023216 (233-281-5494) 7/12/18-8/11/18 $99.08
11749816 08/12/2018 9391023217 (237-361-8095) 7/12/18-8/11/18 $88.51
11749815 08/12/2018 9391023218 (238-371-7141) 7/12/18-8/11/18 $69.71
11749719 08/12/2018 9391023221 (408-253-9200) 7/12/18-8/11/18 $65.54
11749720 08/12/2018 9391023222 (408-517-0211) 7/12/18-8/11/18 $20.94
11749721 08/12/2018 9391023223 7/12/18-8/11/18 $101.25
11749725 08/12/2018 9391023227 (408-996-9248) 7/12/18-8/11/18 $19.28
11749717 08/12/2018 9391023219 (408-252-1118) 7/12/18-8/11/18 $90.94
11741391 08/10/2018 9391051384 7/10/18-8/09/18 $1,952.85
Tuesday, August 21, 2018Pages: 1 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
79
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716680 08/17/2018 Open Accounts Payable AVOCETTE TECHNOLOGIES INC $39,341.33
Invoice Date Description Amount
1807CU1 07/31/2018 Deliverables 6B Business License, 6C QA, 8 WebEx
Training
$39,341.33
716681 08/17/2018 Open Accounts Payable BARCO PRODUCTS COMPANY $5,018.01
Invoice Date Description Amount
BP00077177 08/06/2018 Grounds Neighborhood Parks: bench $5,018.01
716682 08/17/2018 Open Accounts Payable BAY AREA PRINTER & DATA SVCS
INC
$641.96
Invoice Date Description Amount
19129 08/01/2018 Remanufactured CE255X, 12K page yield (Item NH-
CE255X)
$163.50
19123 08/01/2018 Ink Cartridges for QCC $478.46
716683 08/17/2018 Open Accounts Payable BELLECCI & ASSOCIATES, INC.$5,750.00
Invoice Date Description Amount
18036-B 07/26/2018 Payment 2 - Streetlights Randy & Larry, 5.2.18-7.1.18 $5,750.00
716684 08/17/2018 Open Accounts Payable BRAD ALEXANDER $55.00
Invoice Date Description Amount
BradA080418 08/04/2018 Cell phone reimbursement 7/5-8/4/18 $55.00
716685 08/17/2018 Open Accounts Payable CALLANDER ASSOCIATES
LANDSCAPE
$16,221.48
Invoice Date Description Amount
17056-12 08/10/2018 I-280 Channel Trail Feasibility Study-Services Through
7.31.18
$16,221.48
716686 08/17/2018 Open Accounts Payable CAROL LIU DBA JOYFUL
MELODIES
$15,137.00
Invoice Date Description Amount
2019-00000417 08/14/2018 Su18 P1 $15,137.00
716687 08/17/2018 Open Accounts Payable COMCAST $300.86
Invoice Date Description Amount
2019-00000403 08/01/2018 Cable & Internet $300.86
716688 08/17/2018 Open Accounts Payable COMCAST $116.25
Invoice Date Description Amount
6411-08032018 08/03/2018 8155100050376411 8/6/18-9/5/18 $116.25
716689 08/17/2018 Open Accounts Payable COMCAST BUSINESS
COMMUNICATIONS, LLC
$983.36
Invoice Date Description Amount
67840517 08/01/2018 Comcast - Stevens Creek, Mary, Voss, Town Center
Ln
$983.36
716690 08/17/2018 Open Accounts Payable CONTRACT SWEEPING SERVICES
INC
$605.84
Invoice Date Description Amount
180000783-1 07/15/2018 July 2018 CPI increase amount only $453.86
180000806-1 07/15/2018 July 2018 extra Foothill sweep CPI increase only $151.98
Tuesday, August 21, 2018Pages: 2 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
80
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716691 08/17/2018 Open Accounts Payable CSG CONSULTANTS INC $250.00
Invoice Date Description Amount
B180775 08/01/2018 On Call Plan Review Services $250.00
716692 08/17/2018 Open Accounts Payable DELL MARKETING L.P.$42,729.02
Invoice Date Description Amount
10254186950 07/14/2018 Latitude 7490 laptops and accessories $37,679.39
10259186210 08/07/2018 Dell UH2417 Monitors $1,439.97
10259663610 08/09/2018 UH2417 Monitors $1,401.84
10260289572 08/13/2018 30" Monitors Quinton $2,207.82
716693 08/17/2018 Open Accounts Payable DIGITAL PRINT $192.77
Invoice Date Description Amount
18844 08/01/2018 Business Cards for Amy Chan $104.83
18847 08/07/2018 Business Cards for Barry Chang $87.94
716694 08/17/2018 Open Accounts Payable DISH NETWORK $55.84
Invoice Date Description Amount
2019-00000411 07/25/2018 DishNetwork (8/5/18 - 9/4/18)$55.84
716695 08/17/2018 Open Accounts Payable Edges Electrical Group $2,635.84
Invoice Date Description Amount
S4338408.001 08/06/2018 Facilities Senior Center: Nat-Ral-8019-T $2,635.84
716696 08/17/2018 Open Accounts Payable FOSTER BROS SECURITY
SYSTEMS INC
$116.62
Invoice Date Description Amount
301816 08/03/2018 Grounds School Site Maint: Keys $116.62
716697 08/17/2018 Open Accounts Payable GARTNER INC.$9,754.00
Invoice Date Description Amount
1003200 08/01/2018 Core Research Advisor 5/2018 - 4/2019 $9,754.00
716698 08/17/2018 Open Accounts Payable GOVERNMENT FINANCE
OFFICERS ASSOC.
$580.00
Invoice Date Description Amount
31635001 07/31/2018 Certificate of Achievement Review Fee FY2017 $580.00
716699 08/17/2018 Open Accounts Payable GRAINGER INC $1,453.52
Invoice Date Description Amount
9861917806 07/31/2018 Facilities Park Bathrooms: Masonry Wet Cut Saw $1,411.37
9867741192 08/06/2018 Facilities Library: Outrigger Lock Pins $17.52
9863957883 08/01/2018 Facilities City Hall: Thermaplex Multi-Purpose Grease $24.63
716700 08/17/2018 Open Accounts Payable HDL COREN & CONE $4,726.25
Invoice Date Description Amount
0025633-IN 08/02/2018 2017-2018 CAFR Statistical Report Package $645.00
0025599-IN 07/30/2018 Contract Services Property Tax July-September 2018 $4,081.25
716701 08/17/2018 Open Accounts Payable HILTI $985.50
Invoice Date Description Amount
4612028619 08/01/2018 Street Pave Maint: Mixing Nozzle, Hybrid ADH HY 200
-R
$506.99
4612078161 08/03/2018 Street Pave Maint: Vacuum Cleaner, Batteries, Filters $478.51
Tuesday, August 21, 2018Pages: 3 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
81
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716702 08/17/2018 Open Accounts Payable HINDERLITER, DE LLAMAS &
ASSOCIATES
$2,893.40
Invoice Date Description Amount
0029499-IN 08/09/2018 Contract Services- Sales Tax 3rd Quarter $2,893.40
716703 08/17/2018 Open Accounts Payable HOME DEPOT CREDIT SERVICES $960.33
Invoice Date Description Amount
8053810 07/09/2018 Bill Bridge $35.09
8310085 07/09/2018 Cliff Mabutas $302.34
1054571 07/16/2018 Kane Wolfe $110.32
9011915 07/18/2018 Cliff Mabutas $285.66
9024943 07/18/2018 Andrew Schmitt $110.98
8012023 07/19/2018 Frank Villa $8.40
2026115 07/25/2018 Cliff Mabutas $38.11
1026297 07/26/2018 Jonathan Williams $69.43
716704 08/17/2018 Open Accounts Payable HOMESTEAD 76 $158.92
Invoice Date Description Amount
20180801 08/01/2018 Car Wash (City Fleet)$158.92
716705 08/17/2018 Open Accounts Payable IEH-BioVir Laboratories $350.00
Invoice Date Description Amount
181240 07/30/2018 Facilities Community Hall: Civic Center Water Testing $350.00
716706 08/17/2018 Open Accounts Payable INTERSTATE TRAFFIC CONTROL
PRODUCTS
$4,191.27
Invoice Date Description Amount
226592 08/08/2018 Paint, glass beads & temp sign $4,191.27
716707 08/17/2018 Open Accounts Payable JACKSON & HERTOGS LLP $250.00
Invoice Date Description Amount
105749 08/10/2018 Consultation-Dommeti $250.00
716708 08/17/2018 Open Accounts Payable JOHNSON CONTROLS FIRE
PROTECTION LP
$4,411.32
Invoice Date Description Amount
84865944 05/31/2018 QCC -Tyco Quinlan PIV repair 180531 rev $4,411.32
716709 08/17/2018 Open Accounts Payable Keith Day Company, Inc.$300.00
Invoice Date Description Amount
14493 08/13/2018 compost delivered to compost site $300.00
716710 08/17/2018 Open Accounts Payable KIMBALL-MIDWEST $518.35
Invoice Date Description Amount
6505784 07/27/2018 Fleet: Misc General Supplies $518.35
716711 08/17/2018 Open Accounts Payable KMVT COMMUNITY TELEVISION $5,277.53
Invoice Date Description Amount
7291 07/31/2018 Community Access TV July 2018 $5,277.53
716712 08/17/2018 Open Accounts Payable KNORR SYSTEMS INC $916.97
Invoice Date Description Amount
SI204545 08/02/2018 Facilities: BBF Pool Chemicals $916.97
716713 08/17/2018 Open Accounts Payable Little Medical School $3,072.50
Invoice Date Description Amount
2019-00000418 08/14/2018 SU18 P2 $3,072.50
Tuesday, August 21, 2018Pages: 4 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
82
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716714 08/17/2018 Open Accounts Payable Loomis, Mike $55.00
Invoice Date Description Amount
MikeL072618 07/26/2018 Cell reimbursement 6/27-7/26/18 $55.00
716715 08/17/2018 Open Accounts Payable Maletis-Massey, Lisa $47.50
Invoice Date Description Amount
Lisamm072418 07/24/2018 Lisamm072418 Phone Reimburse 6/25/28 - 7/24/18 $47.50
716716 08/17/2018 Open Accounts Payable MISSION ACADEMY OF MUSIC $1,398.80
Invoice Date Description Amount
2019-00000419 08/14/2018 SU18 P1 $1,398.80
716717 08/17/2018 Open Accounts Payable MURRAY SPENSER COX $500.00
Invoice Date Description Amount
0066 07/29/2018 Airbnb Data Santa Clara County $500.00
716718 08/17/2018 Open Accounts Payable NEWMAN TRAFFIC SIGNS $91.14
Invoice Date Description Amount
TRFINV004365 08/02/2018 Street Sign Marking: Posts Std Punch/Radius Blank-
Square
$91.14
716719 08/17/2018 Open Accounts Payable O'REILLY AUTO PARTS $220.47
Invoice Date Description Amount
2591-348196 08/10/2018 3PK Vent Oil $52.25
2591-348211 08/10/2018 Misc Filters $168.22
716720 08/17/2018 Open Accounts Payable OFFICE DEPOT $705.37
Invoice Date Description Amount
171286453001 07/26/2018 Office Suplies- Staplers $13.23
163093079001 07/13/2018 Building Office Supplies 2018-07 $143.87
163095733001 07/13/2018 Building Office Supplies 2018-07 $28.74
165900508001 07/17/2018 Building Office Supplies 2018-07 Refund ($3.63)
166442549001 07/19/2018 Building Office Supplies 2018-07 $176.67
168184377001 07/23/2018 Service Center Admin: Binders $57.96
168184098001 07/23/2018 Service Center Admin: Binders $24.74
175798742001 08/02/2018 Toner, Tape Dispenser- Office Supplies $209.00
179136150001 08/07/2018 Binder, White Office Supplies $44.11
179010833001 08/07/2018 File Project- Office Supplies $10.68
716721 08/17/2018 Open Accounts Payable PACIFIC WEST SECURITY INC $914.40
Invoice Date Description Amount
7021 07/01/2018 Security BBF Golf Maintenance $225.00
8923 07/31/2018 Facilities: Add Reader to Mother's Room at City Hall $675.00
8924 07/31/2018 Facilities: City Hall Access Service Fee; 07.20.18-9.30-
18
$14.40
716722 08/17/2018 Open Accounts Payable PAVEMENT ENGINEERING INC $67,287.50
Invoice Date Description Amount
1807-088 08/10/2018 Engineering Svcs; 07.01.18-07.31.18 $67,287.50
716723 08/17/2018 Open Accounts Payable PIONEER LIQUID TRANSPORT INC $1,000.00
Invoice Date Description Amount
026611 07/31/2018 Env Materials: Grease Trap Main Cleaning-QCC $300.00
026612 07/31/2018 Env Materials: Grease Trap Main Cleaning-Senior
Center
$300.00
026609 07/31/2018 Env Materials: Grease Trap Main Cleaning-QCC $100.00
Tuesday, August 21, 2018Pages: 5 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
83
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
026610 07/31/2018 Env Materials: Grease Trap Main Cleaning-BBF $300.00
716724 08/17/2018 Open Accounts Payable PLEASANTON TRUCKING, INC.$7,521.00
Invoice Date Description Amount
114806082 08/01/2018 Ground School Site Maint: InField Mix Stabilizer $2,507.00
114806092 08/02/2018 Grounds School Site Maint: Infield Mix Stabilizer $5,014.00
716725 08/17/2018 Open Accounts Payable RONALD D OLDS $610.50
Invoice Date Description Amount
5223 08/12/2018 Control Room Rack D1 & D2 Project $610.50
716726 08/17/2018 Open Accounts Payable RPM EXTERMINATORS INC $2,095.00
Invoice Date Description Amount
0069384 07/16/2018 Facilities: Extermination-Senior Center $375.00
0068913 07/31/2018 Facilities McClellan Ranch: Change Bait $1,050.00
0069383 07/16/2018 Facilities McClellan Ranch: Nature Building
Extermination
$245.00
0069401 07/23/2018 Facilities QCC: Eco-Smart $425.00
716727 08/17/2018 Open Accounts Payable SANTA CLARA CNTY
CLERK/RECORDER
$2,330.75
Invoice Date Description Amount
08152018 08/15/2018 McClellan Ranch West Parking Area-CEQA $2,330.75
716728 08/17/2018 Open Accounts Payable SKILLPATH SEMINARS $174.75
Invoice Date Description Amount
2197833 08/15/2018 SKILLPATH-Books, reference, manual purchased
Product
$174.75
716729 08/17/2018 Open Accounts Payable SONY ELECTRONICS INC $3,740.00
Invoice Date Description Amount
6918351691 07/19/2018 Sony FS7 Camera Operations 2 day Classroom
Training
$3,740.00
716730 08/17/2018 Open Accounts Payable STAPLES BUSINESS ADVANTAGE $31.46
Invoice Date Description Amount
3385697890 08/02/2018 Creamer, Tissue, Tea $31.46
716731 08/17/2018 Open Accounts Payable SWANK MOTION PICTURES, INC.$693.00
Invoice Date Description Amount
RG2549401 08/08/2018 Movie license for Aug. 17 $693.00
716732 08/17/2018 Open Accounts Payable SYSCO FOOD SERVICES OF SF $1,395.51
Invoice Date Description Amount
250296124 08/04/2018 Coffee Order - August 2018 $1,395.51
716733 08/17/2018 Open Accounts Payable THERMAL MECHANICAL, INC.$7,134.00
Invoice Date Description Amount
73277 06/30/2018 AC Equipment Replacement $7,134.00
716734 08/17/2018 Open Accounts Payable TREESTUFF.COM $429.95
Invoice Date Description Amount
INV-419014 07/09/2018 Street Tree Maintenance: Supplies $429.95
716735 08/17/2018 Open Accounts Payable TRUJILLO, RYAN $250.00
Invoice Date Description Amount
2019-00000420 08/14/2018 live music performance neighborhood events $250.00
Tuesday, August 21, 2018Pages: 6 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
84
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716736 08/17/2018 Open Accounts Payable TURF & INDUSTRIAL EQUIPMENT
CO
$312.63
Invoice Date Description Amount
IV26414A 08/13/2018 Fuel Pump for Equipment $10.85
IV27191 08/08/2018 Spindle $87.57
IV27211 08/13/2018 Misc Equipment Parts $214.21
716737 08/17/2018 Open Accounts Payable UNITED RENTALS NORTHWEST
INC
$2,513.89
Invoice Date Description Amount
159270351-001 08/01/2018 Grounds Neighborhood Parks: Rental: Drum Roller,
Tilt Trailer
$2,513.89
716738 08/17/2018 Open Accounts Payable UNITED SITE SERVICES INC.$4,844.96
Invoice Date Description Amount
114-7022723 07/11/2018 Restrooms for July 4 $4,844.96
716739 08/17/2018 Open Accounts Payable VALLEY OIL COMPANY $3,457.10
Invoice Date Description Amount
932260 08/09/2018 Clear Diesel Bulk $3,457.10
716740 08/17/2018 Open Accounts Payable WEST COAST CODE
CONSULTANTS INC
$30,160.00
Invoice Date Description Amount
I-156-218-06-02 08/10/2018 AC2 #501 Plan Review 2018/07 $30,160.00
716741 08/17/2018 Open Accounts Payable WESTMORELAND, EVAN $600.00
Invoice Date Description Amount
49 08/12/2018 Control Room Cleanup Project $600.00
716742 08/17/2018 Open Accounts Payable ANTHONY MUTALITASSI $115.00
Invoice Date Description Amount
2019-00000426 08/14/2018 Refunding for Gymnastics Class $115.00
716743 08/17/2018 Open Accounts Payable ARSLAN, BULENT $300.00
Invoice Date Description Amount
1428203 08/01/2018 QCC Rental Refunds $300.00
716744 08/17/2018 Open Accounts Payable ARTHUR CHANG $115.00
Invoice Date Description Amount
2019-00000428 08/14/2018 Refunding for Gymnastics Class $115.00
716745 08/17/2018 Open Accounts Payable ASHER, CHEN BEN $500.00
Invoice Date Description Amount
1432783 08/10/2018 QCC Rental Refunds $500.00
716746 08/17/2018 Open Accounts Payable BAGCHI, ANANDARUP $300.00
Invoice Date Description Amount
1428217 08/01/2018 QCC Rental Refunds $300.00
716747 08/17/2018 Open Accounts Payable BAHATTIN KILIC $115.00
Invoice Date Description Amount
2019-00000424 08/14/2018 Refunding for Gymnastics Class $115.00
716748 08/17/2018 Open Accounts Payable BONIN, JOAN $8.00
Invoice Date Description Amount
1431389 08/07/2018 QCC Rental Refunds $8.00
Tuesday, August 21, 2018Pages: 7 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
85
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716749 08/17/2018 Open Accounts Payable Charumathi Chandrasekaran $115.00
Invoice Date Description Amount
2019-00000423 08/14/2018 Refunding for Gymnastics Class $115.00
716750 08/17/2018 Open Accounts Payable CHARUMATHI CHANDRASEKARAN $115.00
Invoice Date Description Amount
2019-00000427 08/14/2018 Refunding for Gymnastics Class $115.00
716751 08/17/2018 Open Accounts Payable CHEUNG, DENNIS $500.00
Invoice Date Description Amount
489688 08/01/2018 Sr Ctr Rental Refunds $500.00
716752 08/17/2018 Open Accounts Payable CHRISTINE SALLOOM $282.00
Invoice Date Description Amount
2019-00000434 08/14/2018 Refund for Skyhawks Multi-Sports $282.00
716753 08/17/2018 Open Accounts Payable Cupertino Rotary Club $120.00
Invoice Date Description Amount
1428918 08/02/2018 QCC Rental Refunds $120.00
716754 08/17/2018 Open Accounts Payable Free Play Pictures LLC $300.00
Invoice Date Description Amount
1361 08/09/2018 Licensing Fee Age of Love $300.00
716755 08/17/2018 Open Accounts Payable GARLITOS, SUSAN $200.00
Invoice Date Description Amount
1430861 08/06/2018 QCC Rental Refunds $200.00
716756 08/17/2018 Open Accounts Payable HE, LIANG $10.00
Invoice Date Description Amount
1433864 08/13/2018 QCC Rental Refunds $10.00
716757 08/17/2018 Open Accounts Payable Iranian Scholarship Foundation $500.00
Invoice Date Description Amount
1427704 08/01/2018 QCC Rental Refunds $500.00
716758 08/17/2018 Open Accounts Payable Ivy Cheung $215.00
Invoice Date Description Amount
2019-00000439 08/16/2018 Refunding for Gymnastics Camp, replace ck#716602 $215.00
716759 08/17/2018 Open Accounts Payable JIN YOO $15.00
Invoice Date Description Amount
2019-00000433 08/14/2018 Refund for Cancelled course Night Sky $15.00
716760 08/17/2018 Open Accounts Payable KDC CONSTRUCTION $5,000.00
Invoice Date Description Amount
RefundB2016-2475 08/13/2018 Refund 20520 Stevens Creek Blvd Ste A B-2016-2475
-bond
$5,000.00
716761 08/17/2018 Open Accounts Payable LIANG HE $189.00
Invoice Date Description Amount
2019-00000435 08/14/2018 Refund for cancelled course Center Stage Camp $189.00
716762 08/17/2018 Open Accounts Payable Lin, Ruth $50.00
Invoice Date Description Amount
488879 07/13/2018 Sr Ctr Class Refunds $50.00
Tuesday, August 21, 2018Pages: 8 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
86
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716763 08/17/2018 Open Accounts Payable Martin, Ayumi $45.00
Invoice Date Description Amount
489727 08/02/2018 Sr Ctr Class Refunds $45.00
716764 08/17/2018 Open Accounts Payable MITCHELL, SYLVIA $40.00
Invoice Date Description Amount
489726 08/02/2018 Sr Ctr Class Refunds $40.00
716765 08/17/2018 Open Accounts Payable Muneesh Goomer $500.00
Invoice Date Description Amount
1415232 07/10/2018 QCC Rental Refunds $500.00
716766 08/17/2018 Open Accounts Payable NGUYEN, THUY $200.00
Invoice Date Description Amount
1430856 08/06/2018 QCC Rental Refunds $200.00
716767 08/17/2018 Open Accounts Payable NorCal C and LC $500.00
Invoice Date Description Amount
1428265 08/01/2018 QCC Rental Refunds $500.00
716768 08/17/2018 Open Accounts Payable Patty Ku $120.00
Invoice Date Description Amount
2019-00000438 08/16/2018 Cancel Music Together, replace ck#715700 $120.00
716769 08/17/2018 Open Accounts Payable PEI-CHUN CHEN $284.00
Invoice Date Description Amount
2019-00000430 08/14/2018 Refunding for Gymnastics Class $284.00
716770 08/17/2018 Open Accounts Payable RAJENDRA PRASAD NANDAM $133.00
Invoice Date Description Amount
2019-00000431 08/14/2018 Refunding for Gymnastics Class $133.00
716771 08/17/2018 Open Accounts Payable RENISA SATRIJO $119.50
Invoice Date Description Amount
2019-00000432 08/14/2018 Refund for Center Stage $119.50
716772 08/17/2018 Open Accounts Payable Sandhya Iyengar $115.00
Invoice Date Description Amount
2019-00000422 08/14/2018 Refunding for Gymnastics Class $115.00
716773 08/17/2018 Open Accounts Payable SANGAMALLI, BHUVANESHWARI $300.00
Invoice Date Description Amount
1428249 08/01/2018 QCC Rental Refunds $300.00
716774 08/17/2018 Open Accounts Payable SIDDIQA, SABAHATH $300.00
Invoice Date Description Amount
1432657 08/10/2018 QCC Rental Refunds $300.00
716775 08/17/2018 Open Accounts Payable TCSA $500.00
Invoice Date Description Amount
593958 08/14/2018 Refunding Security Deposit for Cupertino Room $500.00
716776 08/17/2018 Open Accounts Payable Ullagaddi, Ratna $500.00
Invoice Date Description Amount
489733 08/02/2018 Sr Ctr Rental Refunds $500.00
Tuesday, August 21, 2018Pages: 9 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
87
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
716777 08/17/2018 Open Accounts Payable WELLS CONSTRUCTION INC $5,000.00
Invoice Date Description Amount
RefundB2017-0769 08/14/2018 REFUND 21731 STEVENS CREEK-B-2017-0769 $5,000.00
716778 08/17/2018 Open Accounts Payable Yadav, Bhavin $545.00
Invoice Date Description Amount
489691 08/01/2018 Sr Ctr Rental Refunds $545.00
716779 08/17/2018 Open Accounts Payable YAKKUNDI, POONAM $500.00
Invoice Date Description Amount
1428269 08/01/2018 QCC Rental Refunds $500.00
716780 08/17/2018 Open Accounts Payable YANA MEZHERITSKY $115.00
Invoice Date Description Amount
2019-00000425 08/14/2018 Refunding for Gymnastics Class $115.00
716781 08/17/2018 Open Accounts Payable YOUNGSUN OH $284.00
Invoice Date Description Amount
2019-00000429 08/14/2018 Refunding for Gymnastics Class $284.00
716782 08/17/2018 Open Accounts Payable ZHU, WEI $54.00
Invoice Date Description Amount
1428813 08/02/2018 QCC Rental Refunds $54.00
716783 08/17/2018 Open Accounts Payable CHU, JENNIFER $159.76
Invoice Date Description Amount
JennC081518-01 07/31/2018 Supplies for ATP Grant Packaging & Shipping $117.90
JennC081518-02 07/31/2018 Supplies for ATP Grant Packaging & Shipping $41.86
Type Check Totals:112 Transactions $354,975.49
EFT
27861 08/16/2018 Open Accounts Payable P E R S $358,243.38
Invoice Date Description Amount
08032018 08/03/2018 0541 - *PERS Employee Tier 2*$358,243.38
27862 08/13/2018 Open Accounts Payable EMPLOYMENT DEVEL DEPT $34,959.54
Invoice Date Description Amount
08032018 08/03/2018 CA - CA State Tax $34,959.54
27863 08/13/2018 Open Accounts Payable IRS $118,666.90
Invoice Date Description Amount
08032018 08/03/2018 FED - Federal Tax*$118,666.90
27864 08/13/2018 Open Accounts Payable EMPLOYMENT DEVEL DEPT $1.05
Invoice Date Description Amount
08012018 08/01/2018 CA - CA State Tax $1.05
27865 08/13/2018 Open Accounts Payable IRS $121.56
Invoice Date Description Amount
08012018 08/01/2018 MED - Medicare Tax*$121.56
27866 08/17/2018 Open Accounts Payable JASON FAUTH $55.00
Invoice Date Description Amount
JasonF071918 07/19/2018 Cell Phone Reimbursement; 7.20.18-8.19.18 $55.00
27867 08/17/2018 Open Accounts Payable JUMP FOR FUN, INC.$878.00
Invoice Date Description Amount
2019-00000421 08/18/2018 children's activities $878.00
Tuesday, August 21, 2018Pages: 10 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
88
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
27868 08/17/2018 Open Accounts Payable MCGINNIS, NANCY $200.00
Invoice Date Description Amount
081418 08/14/2018 Current Events (8/15/18) -25 Admin Fee $200.00
27869 08/17/2018 Open Accounts Payable NICK ALVAREZ $55.00
Invoice Date Description Amount
NickA081018 08/10/2018 Cell reimbursement 7/11-8/10/18 $55.00
27870 08/17/2018 Open Accounts Payable SHUTE, MIHALY & WEINBERGER
LLP
$840.20
Invoice Date Description Amount
256949 07/26/2018 Haul Road Legal Services thru 6/30/2018 $840.20
Type EFT Totals:10 Transactions $514,020.63
Main Account - Main Checking Account Totals
Checks Status Count Transaction Amount Reconciled Amount
Open 112 $354,975.49 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 112 $354,975.49 $0.00
EFTs Status Count Transaction Amount Reconciled Amount
Open 10 $514,020.63 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Total 10 $514,020.63 $0.00
All Status Count Transaction Amount Reconciled Amount
Open 122 $868,996.12 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Tuesday, August 21, 2018Pages: 11 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
89
Number Date Status Void Reason
Reconciled/
Voided Date Source Payee Name
Transaction
Amount
Reconciled
Amount Difference
Total 122 $868,996.12 $0.00
Grand Totals:
Checks Status Count Transaction Amount Reconciled Amount
Open 112 $354,975.49 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 112 $354,975.49 $0.00
EFTs Status Count Transaction Amount Reconciled Amount
Open 10 $514,020.63 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Total 10 $514,020.63 $0.00
All Status Count Transaction Amount Reconciled Amount
Open 122 $868,996.12 $0.00
Reconciled 0 $0.00 $0.00
Voided 0 $0.00 $0.00
Stopped 0 $0.00 $0.00
Total 122 $868,996.12 $0.00
Tuesday, August 21, 2018Pages: 12 of 12user: Zeng Wang
Payment Register
**LIVE** Cupertino **LIVE**
From Payment Date: 8/11/2018 - To Payment Date: 8/17/2018
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CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4416 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:9/21/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Adopt a resolution increasing the employer's contribution for medical and hospitalization
insurance consistent with the Meyers-Geddes State Employees Medical and Hospital Care Act for the
Unrepresented (Management and Confidential), Cupertino Employees’ Association (Employees
Association), Operating Engineers, Local Union No. 3 (Operating Engineers), Appointed (City Attorney
and City Manager), Elected Official groups and retired annuitants.
Sponsors:
Indexes:
Code sections:
Attachments:Staff Report
A - Draft Resolution
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Adopt a resolution increasing the employer's contribution for medical and
hospitalization insurance consistent with the Meyers-Geddes State Employees Medical and
Hospital Care Act for the Unrepresented (Management and Confidential), Cupertino
Employees’ Association (Employees Association), Operating Engineers, Local Union No. 3
(Operating Engineers), Appointed (City Attorney and City Manager), Elected Official groups
and retired annuitants.
Adopt Resolution No. 18-098 increasing the employer's contribution for medical and
hospitalization insurance for employees under the Unrepresented, Cupertino Employees’
Association, Operating Engineers, Local union No. 3, Appointed, Elected Officials, and retired
annuitant groups.
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
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ADMINISTRATIVE SERVICES DEPARTMENT
CITY HALL
10 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3220 www.cupertino.org
CITY COUNCIL STAFF REPORT
Meeting: October 2, 2018
Subject
Adopt a resolution increasing the employer's contribution for medical and
hospitalization insurance consistent with the Meyers-Geddes State Employees
Medical and Hospital Care Act for the Unrepresented (Management and
Confidential), Cupertino Employees’ Association (Employees Association),
Operating Engineers, Local Union No. 3 (Operating Engineers), Appointed (City
Attorney and City Manager), Elected Official groups and retired annuitants.
Recommended Action
Adopt the Draft Resolution increasing the employer's contribution for medical and
hospitalization insurance for employees under the Unrepresented, Cupertino Employees’
Association, Operating Engineers, Local union No. 3, Appointed, Elected Officials, and retired
annuitant groups.
Description
On October 4, 2016, City Council approved a three year Memorandum of
Understanding (MOU) that extends through June 30, 2019 for Cupertino
Employees’ Association and the Operating Engineers, Local Union No. 3. The
MOU’s include an increase in the City's health contribution for employee medical
insurance effective January 1, 2019 for employee with self -coverage ($808.45/month),
employee plus one dependent ($1,374.37/month), and employee plus 2 or more
dependents ($1,786.68/month). The same benefit has been extended to the
Unrepresented, Appointed, and Elected Official groups. Adoption of the attached
resolution fulfills reporting requirements associated with the Meyers-Geddes Act.
Sustainability Impact
No sustainability impact.
92
Fiscal Impact
This will increase the City’s total medical contribution by approximately $89,000.
Approximately $55,000 for active employees and $34,000 for retired annuitants. No
budget adjustment is requested, as costs associated with this increase were included as
part of the Fiscal Year 2018-19 Final Budget for both active and retired employees.
___________________________________________________________
Prepared by: Maria Jimenez, Human Resources Manager
Reviewed by: Kristina Alfaro, Director of Administrative Services
Approved for Submission by: Amy Chan, Interim City Manager
Attachments: A – Draft Resolution
93
RESOLUTION NO. 18-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
FIXING THE EMPLOYER CONTRIBUTION AT AN EQUAL AMOUNT FOR
EMPLOYEES AND ANNUITANTS UNDER THE PUBLIC EMPLOYEES’
MEDICAL AND HOSPITAL CARE ACT
WHEREAS, City of Cupertino is a contracting agency under Government
Code Section 22920 and subject to the Public Employees’ Medical and
Hospital Care Act (the “Act)”); and
WHEREAS, Government Code Section 22892(a) provides that a contracting
agency subject to the Act shall fix the amount of the employer contribution
by resolution;
WHEREAS, Government Code Section 22892(b) provides that the employer
contribution shall be an equal amount for both employees and annuitants,
but may not be less than the amount prescribed by Section 22892(b) of the
Act;
NOW, THEREFORE, BE IT RESOLVED that the employer contribution for
each employee or annuitant shall be the amount necessary to pay the full
cost of his/her enrollment, including the enrollment of family members, in
a health benefits plan up to a maximum of:
Medical Group Monthly Employer Contribution
Single Two-Party Family
001 Management $808.45 $1,374.37 $1,786.68
002 Confidential $808.45 $1,374.37 $1,786.68
003 Employees Association $808.45 $1,374.37 $1,786.68
004 Operating Engineers $808.45 $1,374.37 $1,786.68
005 City Attorney $808.45 $1,374.37 $1,786.68
Plus administrative fees and Contingency Reserve Fund assessments; and
BE IT FURTHER RESOLVED the City of Cupertino has fully complied with
any and all applicable provisions of Government Code Section 7507 in
electing the benefits set forth above; and
94
Resolution No. __________________
Page 2
BE IT FURTHER RESOLVED that the participation of the employees and
annuitants of City of Cupertino shall be subject to determination of its
status as an “agency or instrumentality of the state or political subdivision
of a State” that is eligible to participate in a governmental plan with the
meaning of Section 414(d) of the Internal Revenue Code, upon publica tion
of final Regulations pursuant to such Section. If it is determined that City
of Cupertino would not qualify as an agency or instrumentality of the state
or political subdivision of a State under such final Regulations, CalPERS
may be obligated, and reserves the right to terminate the health coverage of
all participants of the employer; and
BE IT FURTHER RESOLVED that the executive body appoint and direct,
and it does hereby appoint and direct, City Clerk to file with City Council
a verified copy of this resolution, and to perform on behalf of City of
Cupertino all functions required of it under the Act.
PASSED AND ADOPTED at a regular meeting of the City Council of the
City of Cupertino this 2nd day of October, 2018, by the following vote:
Vote Members of the City Council
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
_________________________ ___________________________________
Grace Schmidt, City Clerk Darcy Paul, Mayor,
City of Cupertino
95
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4402 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:9/19/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Application for Alcohol Beverage License for Safeway, Inc. (dba Safeway), 20620 Homestead
Road
Sponsors:
Indexes:
Code sections:
Attachments:Staff Report
A - Application
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Application for Alcohol Beverage License for Safeway, Inc. (dba Safeway), 20620
Homestead Road
Recommend approval to the California Department of Alcoholic Beverage Control of the
application for Alcohol Beverage License for Safeway, Inc. (dba Safeway), 20620 Homestead
Road
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CITY COUNCIL STAFF REPORT
Meeting: October 2, 2018
Subject
Application for Alcoholic Beverage License for Safeway, Inc (dba Safeway), 20620
Homestead Road.
Recommended Action
Recommend approval to the California Department of Alcoholic Beverage Control of the
Application for Alcoholic Beverage License for Safeway, Inc (dba Safeway), 20620
Homestead Road.
Description
Name of Business: Safeway
Location: 20620 Homestead Road
Type of Business: Food Retailer
Type of License: 21 – Off-sale General (Package Store)
86 – Instructional Tasting License
Reason for Application: Stock Transfer Multiple
Discussion
There are no zoning or use permit restrictions which would prohibit the sale of alcohol as
proposed and staff has no objection to the issuance of this license. License Type 21
authorizes the sale of beer, wine, and distilled spirits for consumption off the premises
where sold. License Type 86 authorizes the tasting of alcoholic beverages as authorized to
be sold from the off-sale premises, on a limited basis. Requires physical separation from
the off-sale premises while tasting is taking place and generally requires the participation
of a specifically-authorized manufacturer or wholesale licensee. This is an existing grocery
store located on the southwest corner of Homestead Road and N. De Anza Boulevard at
Homestead Center Shopping Center. The tenant space was previously occupied by
another grocery store, PW Market.
Sustainability Impact
None
Fiscal Impact
None
97
_____________________________________
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: Amy Chan, Interim City Manager
Attachment: A - Application
98
99
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4104 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:6/18/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Recology Cupertino’s request for payment of $8,023 to cover additional costs to process
commercial organic materials collected in calendar year 2017
Sponsors:
Indexes:
Code sections:
Attachments:Staff Report
A – Recology Organic Processing Reimbursement Request (updated 8-18-18)
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Recology Cupertino’s request for payment of $8,023 to cover additional costs to
process commercial organic materials collected in calendar year 2017
Authorize a payment of $8,023 to Recology Cupertino from the Resource Recovery fund 520-
81-801 to cover additional costs to process commercial organic materials collected in calendar
year 2017
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1
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: October 2, 2018
Subject
Recology Cupertino’s request for payment of $8,023 to cover additional costs to process
commercial organic materials collected in calendar year 2017
Recommended Action
Authorize a payment of $8,023 to Recology Cupertino from the Resource Recovery fund
520-81-801 to cover additional costs to process commercial organic materials collected in
calendar year 2017.
Description
Per Recology’s franchise agreement with the City of Cupertino, Recology may request
reimbursement by March 2nd for the costs of processing additional commercial organics
over the amount processed in calendar year 2016. When a request for a commercial
organic reimbursements is received, the increased costs of processing the organics is
compared against the revenues received through the sale of these organics and the year
over year change in commercial organic franchise fee revenues. The difference between
costs and revenues becomes the reimbursement amount. Accordingly, Recology has
requested this additional cost in the amount of $8,023 (Attachment A). This amount has
been verified for accuracy by the City-retained auditor - HF&H. The additional tons
processed are a direct result of increasing mandatory collection of organics at businesses.
Discussion
In 2010, the City and Recology initiated the commercial organics program. The expected
cost for Recology to process the organic material was uncertain at the time the program
started and an approximate amount of 3,500 tons of commercial organic processing were
included in the 2010 rate structure. In 2015, Council adopted a mandatory commercial
organics ordinance that is an accelerated and more stringent version of the state’s AB1826.
Beginning in September 2015, and as a result of this ordinance, diversion of commercial
organics increased to 5,879 tons when all businesses that generated more than eight cubic
yards of organic waste were required to recycle these wastes. This mandate resulted in
Recology requesting an organic processing reimbursement of $146,128 for the time period
101
2
of October 2015 through June 2016. This request and an increase in maximum commercial
rates of 5.28% was authorized by Council on July 5, 2016.
In January 2016 a second tier of Cupertino’s mandatory commercial organics ordinance
occurred wherein all businesses that generated up to three cubic yards of organic waste
or a solid waste stream that is comprised of 25% o r more of organic food waste material
were required to subscribe to and maintain organic material recycling services. This
resulted in an increase of 1,111 tons and a total of 6,990 tons of commercial organics being
processed in 2016. On December 5, 2017, Council authorized an amount of $5,365 to
Recology as a reimbursement for processing this additional tonnage.
Due to adoption of the mandatory commercial organics ordinance and the increasing
number of businesses impacted by the progressive implementation of the ordinance,
education of commercial businesses ramped up significantly in 2016 and 2017. The effect
of this education and the resulting increase in participation was a total of 7,563 tons of
commercial organics processed in 2017. This was an increase of 573 tons compared to the
6,990 tons processed in 2016.
On July 1, 2018, the last tier of the mandatory commercial organics ordinance was
implemented wherein all businesses that generate four cubic yards of any waste and all
multi-family complexes with five or more units must recycle organic wastes. It is
expected that this last tier will result in increased diversion and increase costs for 2018.
Staff anticipates that a rate increase may be requested by Recology in 2019. If a rate
increase is needed, it will be preceded by public education, notification and a public
hearing. Staff is also conducting a tonnage audit and waste characterization study so as
to better understand additional costs that will be incurred as a result of the July 2018
requirement.
Sustainability Impacts
CalRecycle reports that of the nearly 35 million tons of waste that reach California’s
landfills each year, approximately 80% could be recoverable through organics and
construction and demolition debris collection programs. Though Cupertino is exceeding
state mandates for waste diversion, this City’s organics recycling program supports
continued efforts to accelerate zero waste targets recommended by Council in the City’s
Climate Action Plan, which both align with AB32 goals and reflect those adopted by
adjacent jurisdictions.
CEQA Exemption
Staff has determined that this action is exempt from the requirements of the CEQA in that
it is not a project which has the potential for causing a significant effect on the
102
3
environment and is a regulatory action as authorized by State law. This determination is
pursuant to the provisions and requirements of the CEQA of 1970, together with related
State CEQA Guidelines and Title 14 of the California Code of Regulations, Sections
15061(b)(3) and 15307.
Fiscal Impact
The 2017 processing and hauling costs for 573 additional tons of commercial organics
totaled $67,530. This amount is reduced by the year over year franchise fee revenue
reimbursement from Recology to the City in the amount of $49,131 and the increased
revenues due to the sale of the processed organics that total $10,376. The net amount due
to Recology is $8,203. The Resource Recovery fund 520-81-801 (solid waste fund) will be
used for this payment. No additional funding is needed.
_____________________________________
Prepared by: Roger Lee, Assistant Director of Public Works
Reviewed by: Timm Borden, Director of Public Works
Approved for Submission by: Amy Chan, Interim City Manager
Attachments:
A – Recology Organic Processing Reimbursement Request (updated 8-18-18)
103
104
105
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4165 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:7/10/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Annexation of Creston Dr. 18-01 (10598 Creston Dr. - APN 326-12-089)
Sponsors:
Indexes:
Code sections:
Attachments:Staff Report
A - Location Map
B - Draft Resolution
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Annexation of Creston Dr. 18-01 (10598 Creston Dr. - APN 326-12-089)
Adopt Resolution No. 18-099 making determinations and approving the annexation of territory
designated as “Creston Dr. 18-01” of approximately 0.31 acre of land located on the north side
of Creston Drive, between Groveland Drive and Alderney Court
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
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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: October 2, 2018
Subject
Annexation of Creston Dr. 18-01 (10598 Creston Dr. - APN 326-12-089)
Recommended Action
Adopt a resolution making determinations and approving the annexation of territory
designated as “Creston Dr. 18-01” of approximately 0.31 acre of land located on the
north side of Creston Drive, between Groveland Drive and Alderney Court.
Discussion
On September 18, 2018, the City Council adopted Resolution No. 18-093 initiating
proceedings for annexation of the area designated as “Creston Dr. 18-01”.
The annexation proceeding is being conducted pursuant to California Government
Code Section 56757 where the City Council of the City of Cupertino is designated as the
conducting authority and allows the completion of reorganization in Santa Clara
County without Local Agency Formation Commission (LAFCO) review.
And, in accordance to California Government Code Section 56662(a) that if a petition for
annexation is signed by all owners of land within the affected territory, the City Council
may approve or disapprove the annexation without public hearing.
The reason for the annexation of the subject territory (the Property) to the City of
Cupertino is the property owners’ intent to construct a new single family dwelling. The
Property (see Exhibit A) is determined uninhabited (less than 12 registered voters) and
is defined as 100 percent consent, since all property owners of the territory proposed for
annexation are signatories on the annexation application.
The Property is consistent with the City’s General Plan and was prezoned on June 2,
1980 where the City Council approved a prezoning of the Creston Subdivision of
approximately 55 gross acres from Santa Clara County R1-10 zone to City of Cupertino
R1-10 zone. And, the City of Cupertino, as the Lead Agency for environmental review
determined that the annexation is categorically exempt from CEQA pursuant to Title 14
California Code of Regulations, Section 15319.
107
The Property is contiguous to the City of Cupertino jurisdictional boundary and is
within its urban service area. The Property will not create islands or areas in which it
would be difficult to provide municipal services. And, the Property is being
reorganized in their entirety; no lines of assessment or ownership will be split. The
County of Santa Clara Surveyor certified the boundaries of the reorgan ization as
definite and certain on August 9, 2018.
Sustainability Impact
There is no sustainability impact.
Fiscal Impact
Upon annexation, City will be responsible to maintain up to half of the street on Creston
Drive along the Property frontage.
_____________________________________
Prepared by: Chad Mosley, City Engineer
Reviewed by: Timm Borden, Director of Public Works
Approved for Submission by: Amy Chan, Acting City Manager
Attachments:
A – Location Map
B – Draft Resolution
108
109
RESOLUTION NO. 18-___
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
MAKING DETERMINATIONS AND APPROVING THE ANNEXATION OF
TERRITORY DESIGNATED “CRESTON DRIVE 18-01”, PROPERTY
LOCATED ON THE NORTH SIDE OF CRESTON DRIVE BETWEEN
GROVELAND DRIVE AND ALDERNEY COURT; APPROXIMATELY 0.31
ACRE, SANEINEJAD AND MAHZOON (APN 326-12-089)
WHEREAS, a petition for the annexation of certain territory to the City of
Cupertino in the County of Santa Clara consisting of approximately 0.31 acre on the north
side of Creston Drive between Groveland Drive and Alderney Court (APN 326-12-089)
has been filed by property owners Saneinejad and Mahzoon; and
WHEREAS, said territory is uninhabited and all owners of land included in the
proposal consent to this annexation; and
WHEREAS, Section 56757 of the California Government Code states that the
Local Agency Formation Commission shall not review an annexation to any city in Santa
Clara County of unincorporated territory that is within the urban service area of the city if
the annexation is initiated by resolution of the legislative body, and, therefore the City
Council of the City of Cupertino is now the conducting authority for said annexation; and
WHEREAS, on September 18, 2018, the City Council adopted Resolution No. 18-
093 initiating proceedings for annexation of the area designated “Creston Drive 18-01”;
and
WHEREAS, Government Code Section 56662(a) provides that if a petition for
annexation is signed by all owners of land within the affected territory the City Council
may approve or disapprove the annexation without public hearing; and
WHEREAS, evidence was presented to the City Council;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Cupertino as follows:
1. That it is the conducting authority pursuant to Section 56757 of the Government
Code for the annexation of property designated “Creston Drive 18-01”, more
particularly described in Exhibits "A" and “B”;
2. That the following findings are made by the City Council of the City of Cupertino:
a. That said territory is uninhabited and comprises approximately 0.31
acre.
110
Resolution No. 18-___ Page 2
2
b. That the annexation is consistent with the orderly annexation of territory
with the City's urban service area and is consistent with the City policy
of annexing when providing City services.
c. The City of Cupertino, as the Lead Agency for environmental review
determined that the annexation is categorically exempt from CEQA
pursuant to Title 14 California Code of Regulations, Section 15319.
d. The City Council on June 2, 1980, enacted an ordinance prezoning the
subject territory to City of Cupertino R1-10 zone.
e. Annexation to the City of Cupertino will affect no changes in special
districts.
f. That the territory is within the city urban service area as adopted by the
Local Agency Formation Commission of Santa Clara County.
g. That the annexation is made subject to no terms and conditions.
h. That the County Surveyor has determined the boundaries of the proposed
annexation to be definite and certain, and in compliance with the
Commission's road annexation policies.
i. That the proposed annexation does not create islands or areas in which it
would be difficult to provide municipal services.
j. That the proposed annexation does not split line of assessment of
ownership.
k. That the proposed annexation is consistent with the City's General Plan.
l. That the City has complied with all conditions imposed by the
Commission for inclusion of the territory in the City's urban service area.
m. That the territory to be annexed is contiguous to existing City limits under
provisions of the Government Code.
3. That an affected agency has not submitted written demand for notice and hearing
pursuant to Government Code Section 56662(c).
4. That said annexation is hereby ordered without notice, public hearing or election
pursuant to Section 56662 et seq. of the Government Code.
111
Resolution No. 18-___ Page 3
3
5. That the Clerk of the City Council of the City of Cupertino is directed to give
notice of said annexation as prescribed by law.
PASSED AND ADOPTED at a regular meeting of the City Council of the City
of Cupertino this 2nd day of October 2018, by the following vote:
Vote Members of the City Council
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
____________________________ ____________________________
City Clerk Mayor, City of Cupertino
112
113
114
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4107 Name:
Status:Type:Consent Calendar Agenda Ready
File created:In control:6/18/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Reject all bids for a construction contract for the McClellan Ranch Preserve Community
Garden Project
Sponsors:
Indexes:
Code sections:
Attachments:Staff Report
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Reject all bids for a construction contract for the McClellan Ranch Preserve
Community Garden Project
Reject all bids related to the construction of the McClellan Ranch Preserve Community Garden
Improvements Project (Project No. 2019-06) and authorize the rebid of the project
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
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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: October 2, 2018
Subject
Reject all bids for a construction contract for the McClellan Ranch Preserve Community
Garden Project
Recommended Action
Reject all bids related to the construction of the McClellan Ranch Preserve Community
Garden Improvements Project (Project No. 2019-06) and authorize the rebid of the
project.
Description
This project will construct the approved conceptual design for the McClellan Ranch
Preserve Community Garden Improvements project. The goals of this project are to
increase the number of garden plots, increase the aesthetics and sense of community
and provide increased protection from non-beneficial wildlife. The improvements
include, improved perimeter fencing, more efficient garden configuration, additional
rodent protection, ADA compliant pathways and planters, enhanced irrigation system
and an informal meeting/education space.
Discussion
The project was advertised for bids on August 21, 2018 and bids were opened on
September 18, 2018. Three bids were received, with the low bid amount approximately
64% over the engineer’s estimate. The low bid was received from Suarez & Munoz
Construction.
Bidder Bid Amount
Engineers Estimate $1,000,000
Suarez & Munoz Construction $1,639,000
McGuire & Hester $1,971,501
QLM, Inc. $2,129,367
116
Based on the bids received and the high costs associated with those bids Staff
recommends that Council reject all bids for this project and return the contractor ’s
bidder’s bond. Staff will analyze the construction documents, review outreach efforts
and look for cost reduction opportunities with the goal of revising the design and
rebidding the project in early Spring 2019.
Sustainability Impact
None
CEQA
Exempt
Fiscal Impact
The FY 2018-19 CIP budget for the MRP Community Gardens Project (budget unit 280-
99-066) is inadequate to implement the project. The project will be redesigned to
conform with the available budget.
_____________________________________
Prepared by: Michael Zimmermann, CIP Manager
Reviewed by: Timm Borden, Director of Public Works Department
Approved for Submission by: Amy Chan, Interim City Manager
Attachments: None
117
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4362 Name:
Status:Type:Second Reading of
Ordinances
Agenda Ready
File created:In control:9/11/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Second Reading of an Ordinance Designating Additional Preferential Parking Zones
Ordinance on Noble Fir Court, Red Fir Court and White Fir Court (Continued from September 18)
Sponsors:
Indexes:
Code sections:
Attachments:A - Draft Ordinance
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Second Reading of an Ordinance Designating Additional Preferential Parking Zones
Ordinance on Noble Fir Court, Red Fir Court and White Fir Court (Continued from September
18)
1. Conduct the second reading of Ordinance No. 18-2176: "An Ordinance of the City Council
of the City of Cupertino Amending Cupertino Municipal Code Section 11.27.145 Designating
Additional Preferential Parking Zones to add Noble Fir Court, Red Fir Court and White Fir
Court"; and 2. Enact the ordinance. Note:The first reading was conducted on August 21 and
there were no changes to the ordinance.
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
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DRAFT ORDINANCE NO. 18-XXX
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
AMENDING CUPERTINO MUNICIPAL CODE SECTION 11.27.145
DESIGNATING ADDITIONAL PREFERENTIAL PARKING ZONES ON NOBLE
FIR COURT, RED FIR COURT AND WHITE FIR COURT
WHEREAS, at least two-thirds of the property owners along Noble Fir Court,
Red Fir Court, and White Fir Court have submitted a petition to the City requesting the
establishment of preferential parking zones to address the encroachment of overflow
parking; and
WHEREAS, the City Council has determined that preferential parking zones are
appropriate on both sides of Noble Fir Court, Red Fir Court, and White Fir Court,
between 8 a.m. and 7:30 p.m., seven days a week, within the City of Cupertino; and
WHEREAS, Section 11.27.145 of the Cupertino Municipal Code authorizes the
City Council to establish preferential parking zones by ordinance;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Cupertino hereby:
The City Council hereby establishes preferential parking zones along Noble Fir
Court, Red Fir Court, and White Fir Court.
The City Council hereby directs the Director of Public Works to cause
appropriate signage to be erected on Noble Fir Court, Red Fir Court, and White Fir
Court as required by the Cupertino Municipal Code.
The City Council hereby ordain that Section 11.27.145 be amended as follows:
Street Limits Hours
Noble Fir Court All Daily, 8 a.m. – 7:30 p.m.
Red Fir Court All Daily, 8 a.m. – 7:30 p.m.
White Fir Court All Daily, 8 a.m. – 7:30 p.m.
119
INTRODUCED at a regular meeting of the City Council of the City of Cupertino
this 21st day of August, 2018 and ENACTED at a regular meeting of the City of Cupertino
this 2nd day of October, 2018 by the following vote:
Vote Council Members
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
_____________________ ____________________
Grace Schmidt, City Clerk Darcy Paul, Mayor
City of Cupertino
120
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4412 Name:
Status:Type:Second Reading of
Ordinances
Agenda Ready
File created:In control:9/21/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Second reading and enactment of ordinances to amend the Municipal Code to allow
Adoption and Implementation of Vallco Town Center Specific Plan, to Rezone the Parcels within the
Vallco Special Area and to Approve a Development Agreement by and Between the City of Cupertino
and Vallco Property Owner LLC for the Development of Vallco Town Center. (Application Number(s):
MCA-2018-01, Z-2018-01, DA-2015-02; Applicant(s): City of Cupertino (Municipal Code and Zoning
Amendments) and Vallco Property Owner, LLC (Development Agreement); Location: 10101 to 10333
North Wolfe Road APN: 316-20-080, 316-20-081, 316-20-103, 316-20-107, 316-20-101, 316-20-105,
316-20-106, 316-20-104, 316-20-088, 316-20-092, 316-20-094, 316-20-099, 316-20-100, 316-20-095)
Sponsors:
Indexes:
Code sections:
Attachments:Staff Report
A - Ordinance 18-2177
B - Ordinance 18-2178
C - Ordinance 18-2179
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Second reading and enactment of ordinances to amend the Municipal Code to allow
Adoption and Implementation of Vallco Town Center Specific Plan, to Rezone the Parcels
within the Vallco Special Area and to Approve a Development Agreement by and Between the
City of Cupertino and Vallco Property Owner LLC for the Development of Vallco Town Center.
(Application Number(s): MCA-2018-01, Z-2018-01, DA-2015-02; Applicant(s): City of
Cupertino (Municipal Code and Zoning Amendments) and Vallco Property Owner, LLC
(Development Agreement); Location: 10101 to 10333 North Wolfe Road APN: 316-20-080,
316-20-081, 316-20-103, 316-20-107, 316-20-101, 316-20-105, 316-20-106, 316-20-104, 316-
20-088, 316-20-092, 316-20-094, 316-20-099, 316-20-100, 316-20-095)
Conduct the second reading and enact:
1. Ordinance No. 18-2177: “An Ordinance of the City Council of the City of Cupertino
Amending the Municipal Code to Allow Adoption and Implementation of Vallco Town Center
Specific Plan;”
2. Ordinance No. 18-2178: “An Ordinance of the City Council of the City of Cupertino
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 2
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File #:18-4412,Version:1
Rezoning the Parcels within the Vallco Special Area;” and
3. Ordinance No. 18-2179: “Ordinance of the City Council of the City of Cupertino Approving
a Development Agreement by and Between the City of Cupertino and Vallco Property Owner
LLC for the Development of Vallco Town Center.”
CITY OF CUPERTINO Printed on 9/26/2018Page 2 of 2
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CITY COUNCIL STAFF REPORT
Meeting: October 2, 2018
Subject: Second reading and enactment of ordinances to amend the Municipal Code to allow
Adoption and Implementation of Vallco Town Center Specific Plan, to Rezone the Parcels
within the Vallco Special Area and to Approve a Development Agreement by and Between
the City of Cupertino and Vallco Property Owner LLC for the Development of Vallco Town
Center. (Application Number(s): MCA-2018-01, Z-2018-01, DA-2015-02; Applicant(s): City of
Cupertino (Municipal Code and Zoning Amendments) and Vallco Property Owner, LLC
(Development Agreement); Location: 10101 to 10333 North Wolfe Road APN: 316-20-080,
316-20-081, 316-20-103, 316-20-107, 316-20-101, 316-20-105, 316-20-106, 316-20-104, 316-20-
088, 316-20-092, 316-20-094, 316-20-099, 316-20-100, 316-20-095)
Recommended Action
Conduct the second reading and enact:
1. Ordinance No. 18-2177: “An Ordinance of the City Council of the City of Cupertino
Amending the Municipal Code to Allow Adoption and Implementation of Vallco Town
Center Specific Plan” (Attachment A);
2. Ordinance No. 18-2178: “An Ordinance of the City Council of the City o f Cupertino
Rezoning the Parcels within the Vallco Special Area” (Attachment B); and
3. Ordinance No. 18-2179: “Ordinance of the City Council of the City of Cupertino
Approving a Development Agreement by and Between the City of Cupertino and
Vallco Property Owner LLC for the Development of Vallco Town Center” (Attachment
C).
Discussion
On September 19, 2018 (continued from September 18, 2018 meeting), the City Council
conducted the first reading of Ordinances No. 18-2177, 18-2178 and 18-2179 (3-2 vote). The
Council’s motions specifically incorporated the slip replacement pages that staff presented
as desk items for Council’s consideration. Since the first reading no changes have been made
to the ordinances, except for clerical edits and non-substantive changes conforming
123
documents to relevant dates, resolution numbers, assessor parcel numbers, and, for example
remove the reference to KCR and Simeon properties from the development agreement.
_________________
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
Amy Chan, City Manager
Attachments:
A.Ordinance No. 18-2177
B.Ordinance No. 18-2178
C.Ordinance No. 18-2179
124
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ORDINANCE NO. 18-2177
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUPERTINO AMENDING THE MUNICIPAL CODE TO ALLOW
ADOPTION AND IMPLEMENTATION OF VALLCO TOWN
CENTER SPECIFIC PLAN
SECTION I: PROJECT DESCRIPTION
Application No: MCA-2018-01
Applicant: City of Cupertino
Location: 10101 to 10333 N Wolfe Rd
APN#s: 316-20-080, 316-20-081, 316-20-103, 316-20-107, 316-20-101, 316-20-105,
316-20-106, 316-20-104, 316-20-088, 316-20-092, 316-20-094, 316-20-099,
316-20-100, 316-20-095
SECTION II: RECITALS
WHEREAS, the Housing Element of the Cupertino General Plan identifies the Vallco
Special Area as being appropriate to accommodate at least 389 dwelling units to be
developed pursuant to a specific plan for the Vallco Special Area; and
WHEREAS, the Vallco Special Area Specific Plan has been developed pursuant to City
Council direction to initiate a project to prepare a specific plan for the Vallco Special Area,
including any required changes to the adopted goals and objectives for the Special Area,
in order to implement the Housing Element of the Cupertino General Plan and to plan
for anticipated future development activity; and
WHEREAS, pursuant to the City Council direction to conduct extensive public outreach
the City conducted multiple forms of public outreach including 14 small group
Interviews, eight presentations, five open studio times, three brown bags, three EIR
public comment meetings, three open houses, two student/youth outreach sessions, one
online civic engagement survey, one Fine Arts Commission check-in/update, one
Housing Commission check-in/update, one Parks & Recreation Commission check-
in/update, one Teen Commission check-in/update, one Economic Development
Committee check-in/update, one Block Leader Group check-in/update; and
WHEREAS, these Municipal Code Amendments to allow adoption of the Vallco Town
Center Specific Plan are part of the Vallco Special Area Specific Plan, all as fully described
and analyzed in the May 2018 Vallco Special Area Specific Plan Environmental Impact
Report (“Draft EIR”) (State Clearinghouse No. 2018022021), as amended by the July 2018
Vallco Special Area Specific Plan Environmental Impact Report Amendment (“EIR
Amendment”) and by text revisions in the August 2018 Vallco Special Area Specific Plan
125
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Final EIR document which contains Response to Comments to the Draft EIR and the EIR
Amendment, and the August 30, 2018, September 11, 2018, and September 13, 2018
Supplemental Text Revisions to the Vallco Special Area Specific Plan Final
Environmental Impact Report; (together, the “Final EIR”); and
WHEREAS, the Final EIR was presented to the Environmental Review Committee
(“ERC”) for review and recommendation on August 31, 2018, and after considering th e
Final EIR, and Staff’s presentation, the ERC recommended that the City Council certify
the EIR; and
WHEREAS, following necessary public notices given as required by the procedural
ordinances of the City of Cupertino and the Government Code, the Planning Commission
held a public hearing on September 4, 2018 to consider the Municipal Code Amendments;
and
WHEREAS, based on substantial evidence in the administrative record, on September 4,
2018 the Planning Commission recommended on a 5-0 vote that the City Council certify
that the Final EIR has been completed in compliance with the California Environmental
Quality Act, Public Resources Code Section 21000 et seq., and reflects the independent
judgment and analysis of the City, adopt the Findings and Statement of Overriding
Considerations, and implement all of the mitigation measures for the Project that are
within the responsibility and jurisdiction of the City that are identified in Findings, in
substantially similar form to the Resolution presented (Resolution No. 6860); and
WHEREAS, on September 4, 2018, the Planning Commission recommended on a 5-0 vote
that the City adopt the Municipal Code Amendments (MCA-2018-01), in substantially
similar form to the Resolution presented (Resolution no. 6864); and
WHEREAS, following a duly noticed public hearing on September 19, 2018 (continued
from September 18, 2018), and prior to the Council’s consideration of the Municipal Code
Amendments, the Council adopted: Resolution No. 18-085, approving a General Plan
Amendment to Development Allocations, the General Plan Land Use Map and
development standards related to the Vallco Special Area and Resolution No. 18-086,
adopting the Vallco Town Center Specific Plan; and
WHEREAS, the Ordinance is consistent with the City's General Plan and the public
health, safety, convenience, and general welfare, and the amendment herein are
necessary to implement the Vallco Town Center Specific Plan as adopted; and
WHEREAS, on September 19, 2018 (continued from September 18, 2018) and October 2,
2018, upon due notice, the City Council has held at least two public hearings to consider
the Municipal Code Amendments; and;
WHEREAS, the City Council of the City of Cupertino is the decision-making body for
this Ordinance; and
126
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WHEREAS, prior to taking action on this Ordinance, the City Council has exercised its
independent judgment in carefully considering the information in the Final EIR and finds
that the scope of this Ordinance falls within the certified Final EIR, in that the aspects of
the Rezoning proposed in this Ordinance that have the potential for resulting in either a
direct physical change in the environment or a reasonably foreseeable indirect physical
change in the environment have been examined in the Final EIR and therefore, no
recirculation of the Final EIR is required; and
WHEREAS, after consideration of evidence contained in the entire administrative record,
at the public hearing on September 19, 2018 (continued from September 18, 2018), the
City Council adopted Resolution No. 18-084 certifying the Final EIR, adopting Findings
and a Statement of Overriding Considerations, adopting Mitigation Measures, and
adopting a Mitigation Monitoring and Reporting Program.
SECTION III
NOW, THEREFORE, BE IT ORDAINED AS FOLLOWS:
That after careful consideration of the facts, exhibits, testimony and other evidence
submitted in this matter, the City Council adopts the Rezoning based upon the findings
described above, the public hearing record, the Minutes of Planning Commission
Meeting of September 4, 2018, and the Minutes of City Council Meeting of September 19,
2018 (continued from September 18, 2018) and subject to the conditions specified below:
Section 1. The recitals set forth above are true and correct, and are hereby
incorporated herein by this reference as if fully set forth in their entirety.
Section 2. The City Council finds the following as set forth by Municipal Code
19.152.020.C:
1. That the proposed zoning is in accord with Title 19 of the Municipal Code and the
City's Comprehensive General Plan (Community Vision 2040) and the proposed
amendments are internally consistent with Title 19 of the Municipal Code.
The Housing Element of the General Plan calls for the City to enact a specific plan to permit at
least 389 dwelling units in the Vallco Special Area. The General Plan Amendment (adopted at
the September 19, 2018 City Council meeting (continued from September 18, 2018) with
Resolution no. 18-085) modifies the Land Use Element of the General Plan to designate and define
development standards that are consistent with the level of development contemplated in the Vallco
Town Center Specific Plan. The proposed municipal code amendments would incorporate the
Vallco Town Center Specific Plan into Title 19 of the Municipal Code to implement the General
Plan and the Vallco Town Center Specific Plan, and therefore the proposed zoning regulations are
consistent with the General Plan and other relevant portions of the Municipal Code.
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- 4 -
2. The proposed zoning is in compliance with the provisions of the California
Environmental Quality Act (CEQA).
As set forth above, the City examined the environmental effects of the Project, including the zoning
amendments adopted herein, in an Environmental Impact Report (EIR) prepared in accordance
with the California Environmental Quality Act. On September 19, 2018 (continued from
September 18, 2018), the City Council adopted Resolution no. 18-084 to certify that the Final
Environmental Impact Report (“Final EIR”) for the Project; and adopting CEQA Findings, a
Statement of Overriding Considerations, Mitigation Measures, and a Mitigation Monitoring and
Reporting Program, which Resolution together with the EIR is incorporated herein by reference.
The significant environmental effects of the project have been fully analyzed and disclosed in
compliance with CEQA. All mitigation measures identified in the Final EIR have been adopted
and incorporated into the project to reduce the impacts of new development to the extent feasible.
Therefore, the proposed zoning complies with the provisions of CEQA.
3. The site is physically suitable (including, but not limited to, access, provision of
utilities, compatibility with adjoining land uses, and absence of physical constraints) for
the requested zoning designation(s) and anticipated land use development(s).
The sites being rezoned have access to utilities and are compatible with adjoining land uses. To the
extent that there are deficient utilities, the City has adopted mitigation measures to ensure that
any future development would need to provide the appropriate utilities to accommodate the
development. In addition, in connection with the Vallco Town Center Specific Plan process, the
site has been analyzed thoroughly to ensure that the site would not constrain future development
proposed under this zoning designation. The proposed zoning would implement the Vallco Town
Center Specific Plan, which includes development standards to require appropriate transitions
from adjoining land uses.
4. The proposed zoning will promote orderly development of the City.
The sites being rezoned will promote orderly development in the City by allowing a critical mass
of development to be proposed along the City’s Priority Development Area (PDA) in which future
development is anticipated. This would also allow the easier applicability of zoning regulations
adopted under the Vallco Town Center Specific Plan.
5. That the proposed zoning is not detrimental to the health, safety, peace, morals and
general welfare of persons residing or working in the neighborhood of subject parcels.
The proposed zoning is not detrimental to the health, safety, peace, morals and general welfare
since these are conforming changes that are necessary to implement adopted changes in the Land
Use Element of the City's General Plan. Additionally, where health or safety impacts have been
identified in the Project's EIR, mitigation measures have been identified which would be applicable
to any development on these sites.
128
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Section 3. The City Council approves the following:
1. That Section 19.16.010 of the Municipal Code, be amended as shown below:
19.16.010 Zoning Districts Designated.
A. The several classes of general districts into which the City is divided are
designated as follows identified in Table 19.16.010A below:
Table 19.16.010A: Zoning Districts
(NO CHANGE TO TABLE)
Zoning Map Designation and District Name Chapter Number
A Agricultural Zone 19.24
A-1 Agricultural-Residential Zone 19.24
R-1 Single-Family Residential Zone 19.28
R-2 Residential Duplex District 19.32
R-3 Multi-Family Residential Zone 19.36
RHS Residential Hillside District 19.40
R1C Residential Single-Family Cluster Zone 19.44
P Planned Development Zone 19.80
CG General Commercial Zone 19.60
ML Light Industrial Zone 19.72
BA Public Building Zone 19.76
T Transportation Zone 19.76
BQ Quasi Public Building Zone 19.76
PR Park and Recreation Zone 19.92
FP Private Recreation District 19.96
O-A Administrative and Professional Office District 19.68
OP Planned Office 19.68
MP Industrial Park 19.72
OS Open Space 19.88
B. In addition to the zones identified in Table 19.16.010A, the City may establish
be separate zoning districts in individual specific plans adopted to promote the
orderly development of the plan area. These zoning districts are identified in
Table 19.16.010B below:
Table 19.16.010B: Specific Plan Districts
Zoning Map Designation Specific Plan Name
Heart of the City Heart of the City
VTC Vallco Town Center Vallco Town Center
129
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Land uses and development standards within a specific plan zone shall be as
prescribed in the specific plan.
C. All notations, references, and other information shown in the above-
referenced specific plans are incorporated by reference and shall be deemed as
much a part of this Title 19 as if the matter and information set forth in the plan
were fully described in this chapter. All terms not otherwise defined in a specific
plan shall have the meaning set forth in this Title 19. Notwithstanding the
provisions or standards set forth in this Title 19, individual specific plans may
establish additional or separate provisions and standards for said plan area,
including without limitation, standards for: regulating physical development,
granting greater density bonuses than otherwise required, requiring below
market rate housing production, and processing of subsequent applications. In
the event of a conflict between the terms, conditions, requirements, policies, or
other provisions of a specific plan and this Title 19, the specific plan shall take
precedence.
2. That Section 19.12.030 of the Municipal Code, be amended as shown below:
19.12.030 Approval Authority.
Table 19.12.030 shows the approval authority, Noticing Radius, Expiration Date
and Extension Dates for different types of Permits.
130
Table 19.12.030 - Approval Authority
Type of Permit or
Decision A, B
Administrative
Review
Design
Review
Committee
Planning
Commission
City
Council
Public
Hearing/
Public
Meeting/
Comment
Period C
Noticing/
Noticing
Radius D
Posted
Site
Notice
Expiration
Date E
Chapter/
Findings
General Plan Amendment
Major F - - R F PH CA. Govt.
Code
65350-
65362
Yes - CA. Govt.
Code 65350-
65362 Minor G - - R F PH Yes -
Zoning Map Amendments
Major F - - R F PH CA. Govt.
Code
65853-
65857
Yes - 19.152.020
Minor G - - R F PH Yes -
Zoning Text
Amendments - - R F PH
CA. Govt.
Code
65853-
65857
- - 19.152.030
Specific Plans - - R F PH
CA. Govt.
Code
65350-
65362
- - 20.04.030
Development
Agreements - - R F PH CA. Govt.
Code 65867 Yes - 19.144.120
131
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Table 19.12.030 - Approval Authority
Type of Permit or
Decision A, B
Administrative
Review
Design
Review
Committee
Planning
Commission
City
Council
Public
Hearing/
Public
Meeting/
Comment
Period C
Noticing/
Noticing
Radius D
Posted
Site
Notice
Expiration
Date E
Chapter/
Findings
Development Permits
Major F, H - - F/R A1/F PM 19.12.110/
300'
Yes 2 years
19.156.050
Minor G F - A1 A2 PM Yes 2 years
Conditional Use Permits
Major F, H, I F - A1/F/R A1/ A2/F PH CA. Govt.
Code 65905
Yes 2 years
19.156.050
Minor G, I F - A1/F/R A1/ A2/F PH Yes 2 years
Temporary F - A1 A2 - None No 1 year None
19.160.030
Density Bonus
(Residential) R F
Based on
concurrent
application
19.52
Adult-Oriented
Commercial
Activity (CUP)
- R F PH
CA. Govt.
Code
65905/300'
Yes 2 years
19.128.030
&
19.128.040
Architectural and Site Approval
Major J F - A1 A2 PM 19.12.110/
Adjacent
Yes 2 years
19.168.030
Minor K F - A1 A2 PM Yes 2 years
Amendment
Major F, H - - F A1 Varies L Depends on Yes 2 years 19.44,
132
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Table 19.12.030 - Approval Authority
Type of Permit or
Decision A, B
Administrative
Review
Design
Review
Committee
Planning
Commission
City
Council
Public
Hearing/
Public
Meeting/
Comment
Period C
Noticing/
Noticing
Radius D
Posted
Site
Notice
Expiration
Date E
Chapter/
Findings
Minor G F - A1 A2 Varies L
permit
being
amended L
Yes 2 years
19.144,
19.156,
19.164
Minor
Modification F - A1 A2 - None No 2 years 19.164
Hillside
Exception/
Height
Exception/ Heart
of the City
Exception I
- - F A1 PH 19.12.110/
300' Yes 2 years
19.40.080,
19.24.070,
19.136.090
Variance F - A1 A2 PH CA. Govt.
Code 65905 Yes 2 years 19.156.060
Status of non-
conforming Use - - F A1 PH 19.12.110/
300' Yes - 19.140.110
Wireless
Antennas I F - F/ A1 A2 Varies I
Depends on
application
type
Yes 2 years 19.136.090
Signs
Permits F - A1 A2 - None No 1 year 19.104
133
- 10 -
Table 19.12.030 - Approval Authority
Type of Permit or
Decision A, B
Administrative
Review
Design
Review
Committee
Planning
Commission
City
Council
Public
Hearing/
Public
Meeting/
Comment
Period C
Noticing/
Noticing
Radius D
Posted
Site
Notice
Expiration
Date E
Chapter/
Findings
Neon, Reader
board & Freeway
Oriented Signs I
- F F A1 M PM 19.12.110/
300' No 1 year 19.104
Programs F - A1 A2 - None No 1 year 19.104
Exceptions I - F - A1 M PM 19.12.110/
Adjacent Yes 1 year 19.104.290
Parking
Exceptions I F F A1 A1 M /A2 Varies N
19.12.110/
Adjacent/
300' O
Yes 1 year 19.124.050
Fence Exceptions - F - A1 L PM 19.12.110/
Adjacent Yes 1 year 19.48.060
Front Yard
Interpretation F - A1 A2 PM 19.12.110/
Adjacent Yes 1 year 19.08
R-1 Ordinance Permits
Two-story I F F F/A1 A1 L /A2 Varies I
19.12.110/
Adjacent
Yes 1 year 19.28.140
Minor
Residential F - A1 A2 CP No 1 year
Exceptions I - F - A1 M PM Yes 1 year
Protected Trees
134
- 11 -
Table 19.12.030 - Approval Authority
Type of Permit or
Decision A, B
Administrative
Review
Design
Review
Committee
Planning
Commission
City
Council
Public
Hearing/
Public
Meeting/
Comment
Period C
Noticing/
Noticing
Radius D
Posted
Site
Notice
Expiration
Date E
Chapter/
Findings
Tree Removal F - A1 A2 CP
Adjacent
unless
exempt
Yes 1 year 14.18.180
Heritage Tree
Designation &
Removal
- - F A1 PM 19.12.110/
300' Yes - 14.18
Tree
Management
Plan
F - A1 A2 - None No - 14.18
Retroactive Tree
Removal F - A1 A2 - None No - 14.18
Reasonable
Accommodation F - A1 A2 - None No 1 year 19.52.050
Extensions P
Parking, Fence &
Sign Exceptions
& Front Yard
Interpretations
F - A1 A2 - None No 1 year
Neon, Reader
board & Freeway
Oriented Signs
F A1 A2 - None No 1 year
135
- 12 -
Table 19.12.030 - Approval Authority
Type of Permit or
Decision A, B
Administrative
Review
Design
Review
Committee
Planning
Commission
City
Council
Public
Hearing/
Public
Meeting/
Comment
Period C
Noticing/
Noticing
Radius D
Posted
Site
Notice
Expiration
Date E
Chapter/
Findings
Two Story
Permits, Minor
Residential
Permits and
Exceptions
F A1 A2 - None No 1 year
Tree Removals F - A1 A2 - - No 1 year
All other projects F - A1 A2 - 19.12.110/
None No 2 years
For permits within the Vallco Town Center Zone – see Vallco Town Center Specific Plan
KEY:
R—Review and recommendation body F—Final decision-making body unless appealed
A1—Appeal Body on first appeal A2—Appeal body on second appeal
PH—Public Hearing PM—Public Meeting
CP—Comment Period
136
Notes:
A. Permits can be processed concurrently with other applications, at the discretion of the
Director of Community Development.
B. Projects with combined applications shall be processed at the highest level of
approval in conformance with Section 19.04.090.
C. Public Hearing: Projects types that need noticing pursuant to the CA Government
Code; Public Meeting: Project types that need only a mailed notice and no newspaper
notices; Comment Period: Project types that need only a mailed notice and do not need a
public hearing or public meeting.
D. Noticing Radius of an application in a combined application shall correspond to the
maximum noticing radius required for any one of the applications.
E. Expiration date of an application in a combined application shall correspond to the
maximum expiration date allowed for any one of the development applications (not
including Subdivision Map Act applications, General Plan Amendments and Zoning Map
or Text Amendments.)
F. Major General Plan Amendment, Conditional Use Permit, Development Permit
application - for more than ten thousand square feet of commercial and/or industrial
and/or office and/or other non-residential use, or greater than six residential units.
G. Minor General Plan Amendment, Conditional Use Permit, Development Permit
application - for ten thousand square feet or less of commercial and/or industrial and/or
office and/or other non-residential use, or six or less residential units.
H. City Council review for applications with new development greater than fifty
thousand square feet of commercial, and/or greater than one hundred thousand square
feet of industrial and/or office and/or other non-residential use, and/or greater than fifty
residential units.
Planning Commission review for all other applications.
I. Please see specific zoning district regulations or chapters in this title that apply to the
subject property or project for approval authority.
J. Major Architectural and Site Approval application - architectural and site approval for
all projects that are not a Minor Architectural and Site Approval application.
K. Minor Architectural and Site Approval application - single family home in a planned
development zoning district, minor building architectural modifications, landscaping,
signs and lighting for new development, redevelopment or modification in such zones
where review is required and minor modifications of duplex and multi-family buildings.
L. Meeting type and noticing are dependent on the underlying permit being modified.
M. Appeals of Design Review Committee decisions shall be heard by the City Council.
N. Parking Exceptions approved by the Director of Community Development need a
comment period.
Parking Exceptions approved by the Design Review Committee need a public meeting.
O. Parking Exceptions in Single-family residential (R1) zones and Duplex (R2) zones
137
need adjacent noticing.
All other Parking Exceptions need notices within three hundred feet of the exterior
boundary of the subject property.
P. Application must be filed prior to expiration date of permit. Permit is extended until
decision of the Approval Body on the extension.
3. That Section 20.04.040 of the Municipal Code, be amended as shown below:
20.04.040 Zoning District Applicable to a Specific Plan.
The zoning for Aall areas governed by a specific plan shall be zoned as a planned
development (P) zoning district under Chapter 19.48 identified in Chapter 19.16
of the City's Municipal Ordinance Code and all regulations governing land use
approvals in a planned development zone specific plan area shall be applicable
to as identified in that individual specific plans. A proposal for a specific plan
may be combined with any application for land use entitlements in the City 's
planned development zoning districts.; and
Section 5. If any portion of this Ordinance or its application is for any reason
held to be invalid, unenforceable or unconstitutional, by a court of competent jurisdiction,
that portion shall be deemed severable, and such invalidity, unenforceability or
unconstitutionality shall not affect the validity or enforceability of the remaining po rtions
of the Ordinance, or its application to any other person or circumstance. The City Council
hereby declares that it would have adopted each section, sentence, clause or phrase of
this Ordinance, irrespective of the fact that any one or more other sec tions, sentences,
clauses or phrases of the Ordinance be declared invalid, unenforceable or
unconstitutional.
Section 6. The City Council finds the Municipal Code Amendments are within
the scope of the EIR and directs the Director of Community Development to file a Notice
of Determination with the Santa Clara County Recorder in accordance with CEQA
guidelines.
Section 7. This Ordinance shall be effective thirty (30) days following its
adoption.
INTRODUCED at a special meeting of the Cupertino City Council the 19th day of
September 2018 (continued from September 18, 2018) and ENACTED at a regular
138
meeting of the Cupertino City Council on this 2nd day of October 2018 by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
Grace Schmidt Darcy Paul, Mayor
City Clerk City of Cupertino
139
ORDINANCE NO. 18-2178
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUPERTINO REZONING THE PARCELS WITHIN THE VALLCO
SPECIAL AREA
SECTION I: PROJECT DESCRIPTION
Application No: Z-2018-01
Applicant: City of Cupertino
Location: 10101 to 10333 N Wolfe Rd
APN#s: 316-20-080, 316-20-081, 316-20-103, 316-20-107, 316-20-101, 316-20-105,
316-20-106, 316-20-104, 316-20-088, 316-20-092, 316-20-094, 316-20-099,
316-20-100, 316-20-095
SECTION II: RECITALS
WHEREAS, the Housing Element of the Cupertino General Plan identifies the Vallco
Special Area as being appropriate to accommodate at least 389 dwelling units to be
developed pursuant to a specific plan for the Vallco Special Area; and
WHEREAS, the Vallco Special Area Specific Plan has been developed pursuant to City
Council direction to initiate a project to prepare a specific plan for the Vallco Special Area,
including any required changes to the adopted goals and objectives for the Special Area,
in order to implement the Housing Element of the Cupertino General Plan and to plan
for anticipated future development activity; and
WHEREAS, pursuant to the City Council direction to conduct extensive public outreach
the City conducted multiple forms of public outreach including 14 small group
Interviews, eight presentations, five open studio times, three brown bags, three EIR
public comment meetings, three open houses, two student/youth outreach sessions, one
online civic engagement survey, one Fine Arts Commission check-in/update, one
Housing Commission check-in/update, one Parks & Recreation Commission check-
in/update, one Teen Commission check-in/update, one Economic Development
Committee check-in/update, one Block Leader Group check-in/update; and
WHEREAS, the Rezoning of parcels within the Vallco Special Area Specific Plan
(“Rezoning”) is part of the Vallco Special Area Specific Plan, all as fully described and
analyzed in the May 2018 Vallco Special Area Specific Plan Environmental Impact Report
(“Draft EIR”) (State Clearinghouse No. 2018022021), as amended by the July 2018 Vallco
Special Area Specific Plan Environmental Impact Report Amendment (“EIR
Amendment”) and by text revisions in the August 2018 Vallco Special Area Specific Plan
140
Final EIR document which contains Response to Comments to the Draft EIR and the EIR
Amendment, and the August 30, 2018, September 11, 2018, and September 13, 2018
Supplemental Text Revisions to the Vallco Special Area Specific Plan Final
Environmental Impact Report; (together, the “Final EIR”); and
WHEREAS, the Final EIR was presented to the Environmental Review Committee
(“ERC”) for review and recommendation on August 31, 2018, and after considering the
Final EIR, and Staff’s presentation, the ERC recommended that the City Council certify
the EIR; and
WHEREAS, following necessary public notices given as required by the procedural
ordinances of the City of Cupertino and the Government Code, the Planning Commission
held a public hearing on September 4, 2018 to consider the Rezoning; and
WHEREAS, based on substantial evidence in the administrative record, on September 4,
2018 the Planning Commission recommended on a 5-0 vote that the City Council certify
that the Final EIR has been completed in compliance with the California Environmental
Quality Act, Public Resources Code Section 21000 et seq., and reflects the independent
judgment and analysis of the City, adopt the Findings and Statement of Overriding
Considerations, and implement all of the mitigation measures for the Project that are
within the responsibility and jurisdiction of the City that are identified in Findings, in
substantially similar form to the Resolution presented (Resolution No. 6860); and
WHEREAS, on September 4, 2018, the Planning Commission recommended on a 5-0 vote
that the City Council adopt the Zoning Map Amendment (Z-2018-01), in substantially
similar form to the Resolution presented (Resolution no. 6862); and
WHEREAS, immediately prior to the Council’s consideration of the Rezoning, following
a duly noticed public hearing on September 19, 2018 (continued from September 18,
2018), the Council adopted Resolution No. 18-085, adopting a resolution to adopt a
General Plan Amendment to Development Allocations, the General Plan Land Use Map
and development standards related to the Vallco Town Center Special Area, adopted
Resolution No. 18-086, adopting a resolution to adopt the Vallco Town Center Specific
Plan; and adopted Ordinance No. 18-2177, adopting amendments to the Municipal Code
to allow implementation of the Vallco Town Center Specific Plan; and
WHEREAS, the Rezoning will be consistent with the City's General Plan land use map,
proposed uses and surrounding uses as amended and the Vallco Special Area Specific
Plan as adopted; and
WHEREAS, on September 19, 2018 (continued from September 18, 2018) and October 2,
2018, upon due notice, the City Council has held at least two public hearings to consider
the Rezoning; and;
141
WHEREAS, the City Council of the City of Cupertino is the decision-making body for
this Ordinance;
WHEREAS, after consideration of evidence contained in the entire administrative record,
at the public hearing on September 19, 2018 (continued on September 18, 2018), the City
Council adopted Resolution No. 18-084 certifying the Final EIR, adopting Findings and a
Statement of Overriding Considerations, adopting Mitigation Measures, and adopting a
Mitigation Monitoring and Reporting Program.
WHEREAS, prior to taking action on this Ordinance, the City Council has exercised its
independent judgment in carefully considering the information in the Final EIR and finds
that the scope of this Ordinance falls within the certified Final EIR, in that the aspects of
the Rezoning proposed in this Ordinance that have the potential for resulting in either a
direct physical change in the environment or a reasonably foreseeable indirect physical
change in the environment have been examined in the Final EIR and therefore, no
recirculation of the Final EIR is required; and
SECTION III
NOW, THEREFORE, BE IT ORDAINED AS FOLLOWS:
That after careful consideration of the facts, exhibits, testimony and other evidence
submitted in this matter, the City Council adopts the Rezoning based upon the findings
described above, the public hearing record, the Minutes of Planning Commission
Meeting of September 4, 2018, and the Minutes of City Council Meetings of September
18, 2018 and September 19, 2018, and subject to the conditions specified below:
Section 1. The recitals set forth above are true and correct, and are hereby
incorporated herein by this reference as if fully set forth in their entirety.
Section 2. The City Council finds the following as set forth by Municipal Code
19.152.020.C:
1. That the proposed zoning is in accord with Title 19 of the Municipal Code and the
City's Comprehensive General Plan (Community Vision 2040).
The Housing Element of the General Plan calls for the City to enact a specific plan to permit at
least 389 dwelling units in the Vallco Special Area. The General Plan Amendment (adopted at
the September 19, 2018 City Council meeting (continued from September 18, 2018) with
Resolution no. 18-085) modifies the Land Use Element of the General Plan to designate late and
define development standards that are consistent with the level of development contemplated in
the Vallco Special Area Specific Plan. The proposed zoning amendments would designate land in
the Vallco Special Area as a new Vallco Special Area Specific Plan zone to implement the General
Plan and the Vallco Special Area Specific Plan, and therefore the proposed zoning is consistent
with the General Plan and other relevant portions of the Municipal Code.
142
2. The proposed zoning is in compliance with the provisions of the California
Environmental Quality Act (CEQA).
As set forth above, the City examined the environmental effects of the Project, including the zoning
amendments adopted herein, in an Environmental Impact Report (EIR) prepared in accordance
with the California Environmental Quality Act. On September 19, 2018 (continued from
September 18, 2018), the City Council adopted Resolution no. 18-084 to certify that the Final
Environmental Impact Report (“Final EIR”) for the Project; and adopting CEQA Findings, a
Statement of Overriding Considerations, Mitigation Measures, and a Mitigation Monitoring and
Reporting Program, which Resolution together with the EIR is incorporated herein by reference.
The significant environmental effects of the project have been fully analyzed and disclosed in
compliance with CEQA. All mitigation measures identified in the Final EIR have been adopted
and incorporated into the project to reduce the impacts of new development to the extent feasible.
Therefore, the proposed zoning complies with the provisions of CEQA.
3. The site is physically suitable (including, but not limited to, access, provision of
utilities, compatibility with adjoining land uses, and absence of physical constraints) for
the requested zoning designation(s) and anticipated land use development(s).
The sites being rezoned have access to utilities and are compatible with adjoining land uses. To the
extent that there are deficient utilities, the City has adopted mitigation measures to ensure that
any future development would need to provide the appropriate utilities to accommodate the
development. In addition, in connection with the Vallco Special Area Specific Plan process, the
site has been analyzed thoroughly to ensure that the site would not constrain future development
proposed under this zoning designation. The proposed zoning would implement the Vallco Special
Area Specific Plan, which includes development standards to require appropriate transitions from
adjoining land uses.
4. The proposed zoning will promote orderly development of the City.
The sites being rezoned will promote orderly development in the City by allowing a critical mass
of development to be proposed along the City’s Priority Development Area (PDA) in which future
development is anticipated. This would also allow the easier applicability of zoning regulations
adopted under the Vallco Special Area Specific Plan.
5. That the proposed zoning is not detrimental to the health, safety, peace, morals and
general welfare of persons residing or working in the neighborhood of subject parcels.
The proposed zoning is not detrimental to the health, safety, peace, morals and general welfare
since these are conforming changes that are necessary to implement adopted changes in the Land
Use Element of the City's General Plan. Additionally, where health or safety impacts have been
identified in the Project's EIR, mitigation measures have been identified which would be applicable
to any development on these sites.
143
Section 3. The City Council approves the following:
1. That the property described in attached Exhibit Z-1 have a zoning designation as
that shown and is incorporated into the Master Zoning Map (Exhibit Z-2) of the
City of Cupertino; and
Section 4. The City Council finds the Rezoning is within the scope of the EIR
and directs the Director of Community Development to file a Notice of Determination
with the Santa Clara County Recorder in accordance with CEQA guidelines.
Section 5. This Ordinance shall be effective thirty (30) days following its
adoption.
INTRODUCED at a special meeting of the Cupertino City Council the 19th day of
September 2018 (continued from September 18, 2018) and ENACTED at a regular
meeting of the Cupertino City Council on this 2nd day of October 2018 by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
Grace Schmidt Darcy Paul, Mayor
City Clerk City of Cupertino
144
EXHIBIT Z-1
APN Current Zoning New Zoning
316-20-080 P(CG) Vallco Town Center
316-20-081 P(CG) Vallco Town Center
316-20-088 P(Regional Shopping) Vallco Town Center
316-20-092 P(Regional Shopping) Vallco Town Center
316-20-094 P(Regional Shopping) Vallco Town Center
316-20-095 P(Regional Shopping) Vallco Town Center
316-20-099 P(Regional Shopping) Vallco Town Center
316-20-100 P(Regional Shopping) Vallco Town Center
316-20-101 P(Regional Shopping) Vallco Town Center
316-20-104 P(Regional Shopping) Vallco Town Center
316-20-105 P(Regional Shopping) Vallco Town Center
316-20-106 P(Regional Shopping) Vallco Town Center
316-20-107 P(Regional Shopping) Vallco Town Center
145
R1-7.5
P(R1)
PR
R3
R1-7.5
R1-10
BA
P(R2)
P(CG)
RHSR1-20
R1C-2.9
Pre R1-10
P(Res10-20)
R1-10
R1-10
R1-10
R1-7.5 P(R1C)
R1C
P(Res 10-20 Mini-Stor)
P(CG, ML, Res 35)
R1-a
P(R1C)
P(Res)
P(CG)
R1-7.5
P(CG)BQ
Pre-PR
PR
BQ
R1-6
R1-6e
BQ
PR
BQ
P(R1C)
R1-10
P(R1C)
R1-10
R1C
R1-10
R1-10
P(R1C)
P(Res 5-10)
R2-4.25
P(R1)
R1-10
R1-6
R1-7.5
R1C
R1-10
R1-10
ML
P(CG)
R1-20
A1-43
R1-20
RHS-15
RHS-40
RHS-90
RHS-400RHS-120
RHS-180
RHS-70
RHS-80
RHS-40
RHS-21
RHS-40
RHS
RHS-100
RHS-12
RHS-40
R1-8
A1-43
RHS-120
R1-10
RHS-120
PR
Pre-RHS
RHS-30
RHS-30
P(Res)R2-4.25
R1-7.5
P(R1C)
P(R3)
R1-6
BQ
R1-6
BA
BA
R1-7.5
P(R1-7.5)
R1-7.5
R1-8
P(R1)R1-7.5
R1-7.5P(R1)
R1C-7.5
R1-8
OA
R1-10
BA R2-4.25
R1-7.5
BQ
R2-4.25
R1-10
(25' Front Setback)
R3
BQ
PR
P(Res)
RHS-80
RHS-175
RHS-120
A-215
RHS-100
RHS-40
P(R1C)
R1-10RHS-218
RHS-21
R3
P(CG)
P(Res)
R2-4.25
P(R1)
R2-4.25
R2-4.25
R2-4.25i
R2-4.25 PR
R2-4.25
R2-4.25i
R2-4.25i
R1-7.5
R2-4.25
R1C
R2-4.25
R2-4.25i
R1-7
R1-7.5
RHS-21
RHS-30
RHS-21
RHS-400
BQ
RHS-260
R1-7.5
R2-4.25
P(R1)
R1-7.5
FP-o
R1C-7.5
R1-32.5
R1-7.5
R1-10
A1-40
BA
BA
BQ
R1-6
R1-7.5
R1C-7.5
BQ
P(CG)
R3
R1C
BQ
P(Hotel)
BQ
Pre-T
R1-7.5
BA
BA
R1-10
P(R1)
R1-6i
P(R3)
P(Res)
P(R3)
P(Res)
PR
RHS-70
RHS-70RHSRHS-150
RHS-170
RHS-80
RHS-440
RHS RHS-40
RHS-120
RHS-8
RHS
RHS-80
PR
RHS-100
RHS-70
PR
RHS-190
RHS-60
RHS-170
RHS-21
OS
RHS-80
RHS-30
RHS-218
RHS-100
R1-10
P(Res)P(Res 4-8)
P(Res)
R1C
BQPR
P(Res)
P(Res)
PR
P(Institutional)
PR
P(Res)
Pre-BQ
A
A
R1-10
R1-20
R1-7.5
R1-10
R1-10
BA
R1-10
R1C-3.2
R1C
P(CG)
P(BQ,Mini-Stor)
BA
R1-7.5
BA
P(CG)
P(Rec,Enter)
P(Rec,Enter)
P(CG)
P(CG)
P(Res10-20)P(R1C)
P(CG)
P(R2, Mini-Stor)R3
BQ
R1C
P(R1C)
P(Res)A1-43
R1-7.5
Pre-R1-7.5
P(CG, Res)
BQ
BA
R1-10P(CG, OA)
R1-10
R2-4.25
R1-7.5i
P(R3)
R1-10i
RHS
R1-7.5
RHS-40
R1-10OS
RHS-240
RHS-30
BQ
R2-4.25R2-4.25
RHS-21
RHS-218
RHS-120RHS-100
RHS-40
RHS-60
RHS-40
RHS-40 RHS-10 RHS-20
RHS-12
R1-20
RHS-8
A1-43
R1-22
R1-10
R1-7.5
PR
R1-20
P(CG,OA)
P(R1C)
P(R3)
P(ML)
P(Res)
P(Res)
P(Res 4.4-7.7)
P(R1)
P(Res 4.4-12)
P(R1)
R1-7.5
P(Res)
P(R2)
P(Res)
R2-4.25i
BQ
P(Res 10-20)
P(CG)
BQ
P(CG)
R3
R3
BA
R3
R1-10
BQ
R2-4.25
P(CG, ML, BQ, Res)
BQ
BQ
BQ
P(R1C)P
BQ
BQ
R1-6i
BA
BQ
R1-6
P(Res)
BA
P(Res 10-20)
P(CG)
R3
R1-7.5
P(Res 5-10)
P(Res)
P(Res)
P(Res5-10)
R1-10
P(CG, ML, Res 4-10)
P(R1-7.5)
R2-4.25
R1C
P(CG, ML, OA)
R1-10
R1-10
R3
BA
A1-43
CG-rg
PR
R3
R2-4.25i
R2-4.25
P(Res)
BA
R3
R1-6
BA
P(Res)
P(R2)
BQ
BQ
R1-5
R1-7.5
R1-7
RHS-70
BQ
P(CG)
P(OA)
P(R1)
P(Res)
P(Res)
P(Res)
P(Res)
R1-10
RHS-200
RHS-21
RHS-30RHS-40
P(Res 4.4-7.7)
P(Res)
R1C
P(Res)
P(R1C)
R1-10
R1-7.5
R1-10
P(MP)
P(CG,Res)
R3-2.2
R2-4.25
P(Res, CG)
R3
PR
ML-rc
R3
R3
R1-10
R1C
PR
BQ
P(R1C)
BA
PR
P(CG, Res)
P(CG, Res)
P(CG, OP, Res)
P(Res)
PR
R1-6
R1-7.5P(R1)
P(CG,
Res5-15)
P(CG, ML, Res)
P(CN, ML, Res 4-12)
R1-10
Pre-PRPR
R1-6
P(CG, OP, ML, Res)
P(MP, CG)
P(R-3) 10-20
P(OP)
P(CG, Res)
P(CG, Res)
P(Res)
PR
P(CG, OP, Res)
R3 (10-20)
P(CN)
P(ML,CG)
P(R0-2)
BA
PR
P(CG)
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[\^082EHE2
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Vallco
0.25
Miles
See Master Plan/Specific Plan/
Conceptual Plan for details
°
City of Cupertino
!!!!!!!!!!!!!!!!!!!Zoning Map
Prepared by the Community Develpoment Department
Created: October 15, 2000
Last Updated: August 27, 2018
- City Boundary
- Open Space / Public Park / Recreational Zone
- Residential Duplex
- Multiple Family Residential
- Residential Hillside
- Office / Planned Office
- Mixed Use Planned Development
- Planned Industrial Zone
- Light Industrial
- General Commercial
- Quasi- Public Building
- Public Building
- Agricultural Residential
- Single Family Residential
- Single Family Residential Cluster
- Transportation
A1
BA
BQ
CG
ML
MP
P
OA/OP
OS/PR
R1
R1C
R2
R3
RHS
T
- Heart of the City Specific Plan Area
Numbers following zoning designations denote minimum
lot sizes divided by one thousand.
The "Pre" designation denotes a prezoned
unincorporated area and is colored white.
Sites designated are Priority Housing Sites as identified in the adopted Housing Element
CG-rg Adopted by by Ordinance 436
FP-o Adopted by Ordinance 1574
P-Hotel Adopted by by Ordinance 1368
ML-fa: Adopted by Ordinance 350
HEO-Vallco Town Center
'UDIW
EXHIBIT Z-2
VTC
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ORDINANCE NO. 18-2179
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUPERTINO APPROVING A DEVELOPMENT AGREEMENT BY
AND BETWEEN THE CITY OF CUPERTINO AND VALLCO
PROPERTY OWNER LLC FOR THE DEVELOPMENT OF VALLCO
TOWN CENTER
SECTION I: PROJECT DESCRIPTION
Application No: DA-2015-02
Applicant: Vallco Property Owner LLC
Location: 10101 to 10333 N Wolfe Rd
APN#s: 316-20-080, 316-20-081, 316-20-103, 316-20-107, 316-20-101, 316-20-105,
316-20-106, 316-20-104, 316-20-094, 316-20-099, 316-20-100, 316-20-095
SECTION II: RECITALS
WHEREAS, Vallco Property Owner, LLC (“Vallco”) has a legal and equitable
interest in certain real property consisting of approximately 50.82 acres located within the
City and generally bordered by Perimeter Road on the north, Perimeter Road on the east,
Vallco Parkway and Stevens Creek Boulevard on the south, and Perimeter Road on the
west, as more particularly described in Exhibit DA-1, the Development Agreement
(“Property”); and
WHEREAS, Government Code Sections 65864 through 68569.5 provide the
statutory authority for development agreements between municipalities and parties with
a fee or equitable interest in real property; and
WHEREAS, Chapter 19.144 of Cupertino Municipal Code (“CMC,”) establishes
additional procedures for review and approval of proposed development agreements by
the City of Cupertino (“City”); and
WHEREAS, in October 2017, Vallco requested that the City initiate the process for
preparation and adoption of a specific plan for the Vallco Special Area; and
WHEREAS, the Vallco Town Center Specific Plan has been developed pursuant
to City Council direction to initiate a project to prepare a specific plan for the Vallco
Special Area, including any required changes to the adopted goals and objectives for the
Special Area, in order to implement the Housing Element of the Cupertino General Plan
and to plan for anticipated future development activity; and
WHEREAS, the Vallco Town Center Specific Plan sets forth two tiers of
development capacity as follows: (1) Tier 1 sets forth a basic program of development of
147
the Specific Plan area (750,000 square feet of office, 1,779 residential units, and a minimum
of 600,000 square feet of retail) without provision of above-standard community benefits;
and (2) Tier 2 allows for a greater amount of office and residential development, as
described in the Vallco Town Center Specific Plan, provided the Developer enters into a
Development Agreement with the City which provides for certain above-standard
community benefits (collectively, the “Project”); and
WHEREAS, Vallco has proposed to provide certain community benefits and to
develop the Tier 2 program in accordance with the Specific Plan; and
WHEREAS, the City and Vallco have negotiated the terms of a Development
Agreement to vest the Tier 2 program in consideration of the community benefits and
provide limited vesting of the Tier 1 program; and
WHEREAS, the terms of the Development Agreement include the following
community benefits to be provided by Vallco, which are described in more detail in the
proposed Development Agreement:
•Performing Arts Center – Vallco would either, at City’s option: (i) build and
lease to City a 60,000 square foot “warm shell” space suitable for a performing
arts center (PAC), or (ii) pay the City a $22,800,000 in lieu payment.
•City Hall – Vallco would either (i) demolish the existing City Hall building and
then build and deliver to City a 40,000 square foot “warm shell” new City Hall
including underground parking, substantially consistent with the City’s 2015
civic center master plan, or (ii) pay the City a $30,000,000 in lieu payment.
•School District Benefits –
o FUHSD - Vallco would commit to either (i) build and lease to FUHSD a
25,000 square foot “warm shell” space, or (ii) pay FUHSD a $9,500,000
in lieu payment, with terms to be set forth in a separate agreement to be
entered into between Developer and FUHSD.
o CUSD – Vallco would make a payment to CUSD in the amount of
$14,250,000 pursuant to a separate agreement, which would decrease to
$9,500,000 if there is a challenge to the Project.
•Affordable Housing – Vallco would agree that 20% of the residential units
would be provided as affordable housing at the following percentages: 15% at
extremely low, very low and low income levels and 5% at moderate income
level.
•Transportation Benefits –
o Vallco would implement a TDM Program.
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o Vallco would pay $11 million to City to fund work in connection with
the Wolfe Road/I-280 and the Junipero Serra Bike/Pedestrian Trail. This
would decrease to $5.5 million if there is a challenge to the Project.
o Vallco would fund up to $1 Million for a 1-year pilot shuttle program
and, if successful $750,000 thereafter for 9 years, which would decrease
if there is a challenge to the Project.
o Vallco would provide a mobility/bike hub within the project.
• Co-working/Incubator Space – Vallco would make good faith efforts to provide
40,000 square feet of co working or incubator space.
WHEREAS, the Development Agreement will be consistent with the City's
General Plan land use map, proposed uses and surrounding uses as amended and the
applicable zoning designations and the Vallco Town Center Specific Plan as adopted; and
WHEREAS, approval of the Development Agreement will provide Vallco with
assurances that its development of the Property in connection with the Project can
proceed without disruption caused by a change in City planning and development
policies and requirements, which assurance will thereby reduce the actual or perceived
risk of planning, financing and proceeding with construction and use of the development
and promote the achievement of the private and public objectives of the development;
and
WHEREAS, the Development Agreement is envisioned by and consistent with the
Vallco Town Center Specific Plan, all as fully described and analyzed in the May 2018
Vallco Special Area Specific Plan Environmental Impact Report (“Draft EIR”) (State
Clearinghouse No. 2018022021), as amended by the July 2018 Vallco Special Area Specific
Plan Environmental Impact Report Amendment (“EIR Amendment”) and by text
revisions in the August 2018 Vallco Special Area Specific Plan Final EIR document which
contains Response to Comments to the Draft EIR and the EIR Amendment, and the
August 30, 2018, September 11, 2018, and September 13, 2018 Supplemental Text
Revisions to the Vallco Special Area Specific Plan Final Environmental Impact Report;
(together, the “Final EIR”); and
WHEREAS, following necessary public notices given as required by the
procedural ordinances of the City of Cupertino and the Government Code, the Planning
Commission held a public hearing on September 4, 2018 to consider the Development
Agreement; and
WHEREAS, the Final EIR was presented to the Environmental Review Committee
(“ERC”) for review and recommendation on August 31, 2018, and after considering the
Final EIR, and Staff’s presentation, the ERC recommended on a 5-0 vote that the City
Council certify the EIR; and
149
WHEREAS, based on substantial evidence in the administrative record, on
September 4, 2018 the Planning Commission recommended on a 5-0 vote that the City
Council certify that the Final EIR has been completed in compliance with the California
Environmental Quality Act, Public Resources Code Section 21000 et seq., and reflects the
independent judgment and analysis of the City, adopt the Findings and Statement of
Overriding Considerations, and adopt and incorporate into the project all of the
mitigation measures that are identified in the Final EIR, and implement all of the
mitigation measures that are within the responsibility and jurisdiction of the City in
substantially similar form to the Resolution presented (Resolution No. 6860); and
WHEREAS, on September 4, 2018, the Planning Commission recommended on a
4-1 vote (Liu: no) that the City Council adopt amendments to the General Plan to allow
implementation of the Vallco Town Center Specific Plan (Resolution No. 6861), adopt the
Vallco Town Center Specific Plan (Resolution No. 6863), and an ordinance approving the
Development Agreement (Resolution No. 6865) with additional recommendations to
amend Strategy LU-19.1.2, correct Table LU-1, and consider a middle tier Development
Allocation for the Vallco Town Center Special Area as more particularly described in
Resolution nos. 6861, 6863 and 6865. The Planning Commission also recommended on a
5-0 vote that the City Council adopt Municipal Text Amendments (Resolution No. 6864)
and Zoning Map Amendments (Resolution No. 6862) to allow implementation of the
Vallco Town Center Specific Plan and therefore, allow adoption of this Development
Agreement; and
WHEREAS, on September 18, 2018 and September 19, 2018, upon due notice, the
City Council held a public hearing to consider the Development Agreement; and
WHEREAS, the City Council of the City of Cupertino is the decision-making body
for this Ordinance; and
WHEREAS, after consideration of evidence contained in the entire administrative
record, on September 19, 2018 (continued from September 18, 2018), the City Council
adopted Resolution No. 18-084 certifying the Final EIR, adopting the Findings and a
Statement of Overriding Considerations, adopting the Mitigation Measures, and
adopting a Mitigation Monitoring and Reporting Program; and
WHEREAS, prior to taking action on this Ordinance, the City Council has
exercised its independent judgment in carefully considering the information in the Final
EIR and finds that the scope of this Ordinance falls within the certified Final EIR, in that
the aspects of the Development Agreement proposed in this Ordinance that have the
potential for resulting in either a direct physical change in the environment or a
reasonably foreseeable indirect physical change in the environment have been examined
in the Final EIR; therefore, no recirculation of the Final EIR is required; and
150
WHEREAS, after a duly noticed public hearing, on September 19, 2018 (continued
from September 18, 2018), prior to consideration of the Development Agreement, the
Council adopted Resolution No. 18-085, approving a General Plan Amendment to
Development Allocations, the General Plan Land Use Map and development standards
related to the Vallco Special Area, adopted Resolution No. 18-086, approving the Vallco
Town Center Specific Plan, Ordinance No. 18-2177, amending the Municipal Code text to
allow implementation of the Vallco Town Center Specific Plan and Ordinance No. 18-
2178, rezoning the parcels within the Vallco Special Area Specific Plan.
NOW, THEREFORE, BE IT ORDAINED AS FOLLOWS:
Section 1. The recitals set forth above are true and correct, and are hereby
incorporated herein by this reference as if fully set forth in their entirety.
Section 2. The City Council, having considered the staff report to the City
Council for the meeting of September 19, 2018 (continued from September 18, 2018),
evidence received at the public hearing duly noticed and held for the proposed
Development Agreement, and all other facts, exhibits, testimony, information and other
evidence submitted in this matter or in the record of this proceeding, finds as follows:
A. The proposed Development Agreement is consistent with the
objectives, policies, general land uses and programs specified in the General Plan, as
amended.
B. The proposed Development Agreement is compatible with the uses
authorized in, and the regulations prescribed for, the land use district in which the Project
is located.
C. The proposed Development Agreement is in conformity with and
will promote public convenience, general welfare, and good land use practice.
D. The proposed Development Agreement will not be detrimental to
the health, safety, or general welfare.
E. The proposed Development Agreement will not adversely affect the
orderly development of property or the preservation of property values.
F. The proposed Development Agreement will promote and encourage
the development of the Project by providing a greater degree of requisite certainty.
Section 3. The City Council hereby approves the Development Agreement in
the form attached subject to such minor technical conforming changes as may be
approved by the City Attorney. This approval is based on the City Council’s
consideration of and reliance on the Final EIR and in accordance with the plans, details
and descriptions contained therein, and in the Resolution certifying the Final EIR.
151
Section 4. The City Council hereby authorizes the City Manager to execute the
Development Agreement on behalf of the City.
Section 5. The City Council directs the Director of Community Development
to file a Notice of Determination with the Santa Clara County Recorder in accordance
with CEQA guidelines.
Section 6. This Ordinance shall be effective thirty (30) days following its
adoption.
INTRODUCED at a Special Meeting of the City Council of the City of Cupertino
the 19th day of September 2018 (continued from September 18, 2018), and ENACTED at
a Regular Meeting of the City Council of the City of Cupertino the 2nd day of October,
2018, by the following vote:
Vote: Members of the City Council:
AYES:
NOES:
ABSTAIN:
ABSENT:
RECUSE:
ATTEST: APPROVED:
__________
Grace Schmidt, City Clerk Darcy Paul, Mayor, City of Cupertino
152
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3202
Attention: City Manager
Record for the Benefit of
The City of Cupertino
Pursuant to Government Code
Section 27383
Space Above Reserved for Recorder’s Use Only
DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF CUPERTINO, A
A CALIFORNIA MUNICIPAL CORPORATION
AND
VALLCO PROPERTY OWNER LLC,
A DELAWARE LIMITED LIABILITY COMPANY
EFFECTIVE DATE: _____________2018
153
TABLE OF CONTENTS
Page
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ARTICLE 1 DEFINITIONS ............................................................................................................6
1.1 Definitions................................................................................................................6
ARTICLE 2 EFFECTIVE DATE AND TERM ............................................................................12
2.1 Effective Date ........................................................................................................12
2.2 Initial Term of Agreement .....................................................................................12
2.3 City Representations and Warranties .....................................................................14
2.4 Developer Representations and Warranties ...........................................................14
ARTICLE 3 DEVELOPMENT OF THE PROPERTY .................................................................15
3.1 Vested Rights .........................................................................................................15
3.2 Limited Vested Rights for Tier 1 Project ...............................................................15
3.3 Life of Approvals ...................................................................................................15
3.4 Permitted Uses .......................................................................................................15
3.5 Water Supplies .......................................................................................................15
3.6 Applicable City Regulations ..................................................................................16
3.7 Timing of Development .........................................................................................16
3.8 Compliance with Laws ..........................................................................................17
3.9 No Conflicting Enactments ....................................................................................17
3.10 Changes in the Law ................................................................................................18
3.11 Initiatives and Referenda .......................................................................................18
3.12 Regulation by Other Public Agencies ....................................................................18
3.13 Public Infrastructure...............................................................................................19
3.14 Sanitary Sewer Capacity ........................................................................................19
ARTICLE 4 FEES .........................................................................................................................20
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TABLE OF CONTENTS
(continued)
Page
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4.1 Impact Fees ............................................................................................................20
4.2 Processing Fees ......................................................................................................22
4.3 Other Agency Fees .................................................................................................22
4.4 Taxes and Assessments ..........................................................................................22
4.5 Connection Fees .....................................................................................................22
4.6 Right to Challenge Fees .........................................................................................22
ARTICLE 5 PUBLIC BENEFITS .................................................................................................22
5.1 Performing Arts Center ..........................................................................................22
5.2 City Hall .................................................................................................................24
5.3 Benefits to School Districts ...................................................................................28
5.4 Transportation and Transportation Demand Management (TDM) Program .........29
5.5 Housing Plan ..........................................................................................................30
ARTICLE 6 ANNUAL REVIEW .................................................................................................30
6.1 Annual Review.......................................................................................................30
ARTICLE 7 COOPERATION AND IMPLEMENTATION ........................................................32
7.1 Subsequent Approvals ...........................................................................................32
7.2 Scope of Review of Subsequent Approvals ...........................................................32
7.3 Processing Applications for Subsequent Approvals ..............................................33
7.4 Other Agency Subsequent Approvals; Authority of City ......................................34
7.5 Consents .................................................................................................................34
7.6 Subdivision ............................................................................................................35
7.7 Existing, Continuing Uses and Interim Uses .........................................................36
ARTICLE 8 AMENDMENT OF AGREEMENT AND PROJECT APPROVALS .....................37
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TABLE OF CONTENTS
(continued)
Page
-iii-
8.1 Amendment by Written Consent ...........................................................................37
8.2 Project Approval Amendments ..............................................................................37
8.3 Amendment of this Agreement ..............................................................................38
8.4 Amendments to Development Agreement Statute .................................................38
ARTICLE 9 INSURANCE, INDEMNITY AND COOPERATION IN THE EVENT OF
LEGAL CHALLENGE .........................................................................................38
9.1 Insurance Requirements .........................................................................................38
9.2 Indemnity and Hold Harmless ...............................................................................39
9.3 Defense and Cooperation in the Event of a Litigation Challenge .........................39
ARTICLE 10 ASSIGNMENT, TRANSFER AND NOTICE .......................................................40
10.1 General ...................................................................................................................40
10.2 Notice of Assignment ............................................................................................41
10.3 Assignment Processing ..........................................................................................41
10.4 Expedited Financial Capability Review.................................................................42
10.5 Affiliated Party.......................................................................................................42
10.6 Partial Assignment .................................................................................................42
10.7 Release of Transferring Developer ........................................................................43
10.8 Assignment to Financial Institutions or Mortgagee ...............................................43
10.9 Successive Assignment ..........................................................................................43
10.10 Rights of Developer ...............................................................................................43
ARTICLE 11 MORTGAGEE PROTECTION ..............................................................................44
11.1 Mortgagee Protection .............................................................................................44
11.2 Mortgagee Not Obligated ......................................................................................44
11.3 Notice of Default to Mortgagee .............................................................................44
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TABLE OF CONTENTS
(continued)
Page
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11.4 No Supersedure ......................................................................................................44
11.5 Mortgagee Requested Amendments ......................................................................44
ARTICLE 12 DEFAULT; REMEDIES; TERMINATION ..........................................................45
12.1 Breach and Default ................................................................................................45
12.2 No Cross-Default ...................................................................................................45
12.3 Termination ............................................................................................................45
12.4 Specific Performance for Violation of a Condition ...............................................45
12.5 Legal Actions .........................................................................................................46
12.6 Rights and Remedies Are Cumulative ...................................................................46
12.7 No Damages ...........................................................................................................46
12.8 Resolution of Disputes ...........................................................................................47
12.9 Surviving Provisions ..............................................................................................47
ARTICLE 13 GENERAL PROVISIONS .....................................................................................47
13.1 Condemnation ........................................................................................................47
13.2 Covenants Binding on Successors and Assigns and Run with Land .....................48
13.3 Notice .....................................................................................................................48
13.4 Permitted Delays ....................................................................................................49
13.5 Counterparts ...........................................................................................................49
13.6 Waivers ..................................................................................................................49
13.7 Construction of Agreement ....................................................................................49
13.8 Headings ................................................................................................................50
13.9 Severability ............................................................................................................50
13.10 Time is of the Essence ...........................................................................................50
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TABLE OF CONTENTS
(continued)
Page
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13.11 Extension of Time Limits ......................................................................................50
13.12 Other Necessary Acts .............................................................................................50
13.13 Signatures ...............................................................................................................50
13.14 Entire Agreement ...................................................................................................50
13.15 Estoppel Certificate ................................................................................................50
13.16 Recordation of Termination ...................................................................................51
13.17 City Approvals and Actions ...................................................................................51
13.18 Negation of Partnership .........................................................................................51
13.19 No Third Party Beneficiaries .................................................................................51
13.20 Governing State Law .............................................................................................52
13.21 Exhibits ..................................................................................................................52
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1
DEVELOPMENT AGREEMENT
This Development Agreement (“Agreement”), dated as of __________, 2018
(“Effective Date”), is entered into pursuant to the Development Agreement Law, by and
between the CITY OF CUPERTINO, a California municipal corporation (“City”) and VALLCO
PROPERTY OWNER LLC, a Delaware limited liability compan y (“Developer”). Developer
and City are referred to individually in this Agreement as a “Party” and collectively as the
“Parties.”
R E C I T A L S
This Agreement is entered into on the basis of the following facts, understandings and
intentions of the Parties. The following recitals are a substantive part of this Agreement;
capitalized terms used herein and not otherwise defined are defined in Article 1 of this
Agreement.
A. In order to strengthen the public planning process, encourage private participation
in comprehensive planning, and reduce the economic costs and risks of development, the
Legislature of the State of California enacted section 65864 et seq. of the Government Code
(“Development Agreement Statute”) which authorizes a city and a developer having a legal or
equitable interest in real property to enter into a binding, long-term development agreement
establishing certain development rights in the property.
B. In accordance with the Development Agreement Statute, the City Council of the
City of Cupertino enacted Municipal Code sections 19.144.010 et seq. (“Development
Agreement Regulations”), which authorize the execution of development agreements and set
forth the required contents and form of those agreements. The provisions of the Development
Agreement Statute and the City’s Development Agreement Regulations are collectively referred
to herein as the “Development Agreement Law.”
C. Developer is the owner of that certain real property consisting of approximately
50.82 acres more particularly described and depicted in Exhibits A and B attached hereto and
incorporated herein ( “Property”). The Property is currently developed with the existing Vallco
Shopping Mall ("Vallco Mall") owned by Developer.
D. On December 4, 2014, following extensive public meetings, hearings and
community outreach, the City certified a General Plan Amendment, Housing Element Update,
and Associated Rezoning Environmental Impact Report (“General Plan EIR”) and adopted the
Cupertino General Plan: Community Vision 2015-2040 (“General Plan”). The General Plan
designated the Property as a Priority Housing Element Site and included a General Plan vision
calling for the demolition of the Vallco Mall and the development of a new mixed-use Town
Center consisting of up to 2 million square feet of office, a minimum of 600,000 square feet of
retail, and a maximum residential density of 35 units per acre (“Vallco Town Center Vision”).
The General Plan also envisioned the subsequent adoption of a Specific Plan for the Property.
E. On October 4, 2017, Developer requested the City to initiate a process to adopt a
specific plan for the 70-acre area comprised of the Property and certain adjacent properties
( “Vallco Specific Plan”), to move forward with the City’s Vallco Town Center Vision. The
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2
City subsequently commenced the Vallco Specific Plan process in early 2018. The purpose of
the Vallco Specific Plan is to specify the allowed land uses, design standards and other
requirements and guidelines for development in the Specific Plan area.
F. On September 29, 2017 Governor Brown signed Senate Bill 35 into law, which is
aimed at addressing the State of California’s housing shortage and affordability crisis (“SB 35”).
SB 35 became effective as of January 1, 2018. On March 27, 2018 Developer submitted a
mixed-use development application under SB 35 (“SB 35 Application”) consisting of 2,402
residential units (after a 35% bonus allowed under the State Density Bonus Law), including fifty
percent of the units affordable to low income households, together with 1,981,768 sq. ft. of office
and 485,912 sq. ft. of retail uses (“SB 35 Project”). Developer separately requested that the City
continue to process the City initiated Vallco Specific Plan concurrent with the SB 35
Application.
G. City continued to process the Vallco Specific Plan by holding numerous
charrettes, scoping sessions and community outreach meetings as part of the “Envision Vallco: A
Collaborative Design Process.” The City additionally prepared a draft environmental impact
report for the Vallco Specific Plan (“Vallco DEIR”) and held hearings pursuant to the California
Environmental Quality Act (“CEQA”) (Public Resources Code section 21000 et seq.). On May
25, 2018, the City circulated the Vallco DEIR for public review and comment for a period
through July 9, 2018.
H. On June 22, 2018, the City issued a letter to Developer confirming that the SB 35
Project is eligible for streamlined ministerial review under SB 35. The deadline for approval of
the SB 35 Project is not later than 180 days after submittal of the application on March 27, 2018.
I. Based on community input and City Council direction to provide a project
alternative with greater residential use and community amenities, the City sought information,
analysis and studies about another Specific Plan alternative that would increase the residential
housing on the Property (“Housing Rich Alternative”). To address these considerations the
City circulated the Vallco DEIR Amendment analyzing under CEQA the Housing Rich
Alternative (“EIR Amendment”). The EIR Amendment was circulated for an additional 45 day
period commencing July 6, 2018 and ending on August 20, 2018.
J. City published the Vallco Final Environmental Impact Report consisting of the
Vallco DEIR, EIR Amendment, the comments submitted on both the Vallco DEIR and the EIR
Amendment, and the City’s Responses to Comments on the Vallco DEIR and EIR Amendment
on August 27, 2018 (“Vallco FEIR”).
K. On August 24, 2018, the City released a draft of the Vallco Specific Plan for
public review. The Specific Plan sets forth two tiers of development capacity. Tier 1 sets forth a
basic program of development of the Specific Plan area (750,000 square feet of office, 35
residential units per acre, and a minimum of 600,000 square feet of retail) without provision of
above-standard community benefits. Tier 2 allows for a greater amount of office and residential
development, as described in the Vallco Specific Plan, provided the Developer enters into a
Development Agreement with the City which provides for certain above-standard community
benefits. This Development Agreement satisfies the requirements to qualify for Tier 2, and also
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3
provides limited vesting for Tier 1. The Vallco Specific Plan provides the zoning criteria for the
Property and the balance of the Vallco Specific Plan area, which require certain amendments to
the General Plan.
L. On September __, 2018, in advance of the overall 180-day streamlined approval
process deadline set forth in SB 35, the City issued a letter approving the SB 35 Project.
M. The Planning Commission on September 4, 2018, recommended the following
action by adoption of Resolutions Nos. 6860, 6861, 6863 and 6865 to the City Council:
certification of the Vallco FEIR, approval of a General Plan amendment, approval of the Vallco
Specific Plan, and approval of this Development Agreement.
N. Prior to or concurrently with approval of this Agreement, the City has taken or
will take the following actions (collectively, the “Specific Plan Approvals”):
1. Certification of the Vallco FEIR by Resolution No. 18-084 adopted by the
City Council on September 19, 2018;
2. Approval of General Plan amendments by Resolution No. 18-085, adopted
by the City Council on September 19, 2018;
3. Approval of the Vallco Specific Plan by Resolution No. 18-086, adopted
by the City Council on September 19, 2018; and
4. Approval of rezoning by Ordinance No. 18-2178 adopted by the City
Council on _______________, 2018.
O. In accordance with the Specific Plan Approvals, Developer has proposed to
provide community benefits and develop the Tier 2 program on the Property as follows (the
“Project”):
1. Up to 2,668 residential units, including 20% affordable units, 40 of which
shall be designated for Extremely Low Income Households that Developer has proposed to rent
with a preference for individuals with development disabilities, and 80 market-rate senior
housing units, as more particularly described in the Housing Plan;
2. Up to 1,750,000 square feet of office uses, at least 250,000 square feet of
which is limited to Office Amenity Space, as described in the Specific Plan Approvals;
3. At least 485,000 square feet of retail uses, as described in the Vallco
Specific Plan, including up to 85,000 sf of civic and education uses, as more particularly
described in Article 5 (Community Benefits);
4. A hotel, as such use is defined in the Specific Plan, with up to 191 rooms,
and ancillary uses and amenities as described in the Vallco Specific Plan;
5. Parking and loading as described in the Vallco Specific Plan;
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6. Publicly and privately accessible parks, open space, plazas and patios, as
described in the Vallco Specific Plan, including at least 6 acres of publicly accessible At Grade
open space, the locations, sizes and amenities of which will be specified in the MSDP and shall
be consistent with the criteria set forth in the Vallco Specific Plan; and
7. Within the existing air space easement, or modified easement subject to
City approval, and subject to the criteria in the Vallco Specific Plan, a pedestrian bridge over
Wolfe Road, which may be open space and include retail and restaurant uses, provided such uses
are consistent with public access and comply with the design requirements set forth in the
Specific Plan.
P. Under this Development Agreement, Developer will provide substantial public
benefits for the Tier 2 Project as more specifically described in Article 5, including:
1. BMR Units. Project will include 20% BMR Units;
2. New City Hall. Re-construction of a core and warm-shell for a new City
Hall, to be located on the site of the existing City Hall, or payment of an in-lieu fee of Thirty
Million Dollars ($30,000,000);
3. Performing Arts Center. Construction of a core and warm-shell for a new
60,000 sq. ft. performing arts center, to be located on a site in the vicinity of the proposed Town
Square, or payment to City of an in-lieu fee of Twenty Two Million Eight Hundred Thousand
Dollars ($22,800,000);
4. FUHSD. Construction of a 25,000 sq. ft. core and warm-shell space, for
use as an adult school and high school innovation center, to be leased for 34 years to FUHSD at
no cost, or payment to FUHSD of an in-lieu fee of Nine Million Five Hundred Thousand Dollars
($9,500,000);
5. CUSD. Payment of Fourteen Million Two Hundred Fifty Thousand
Dollars ($14,250,000);
6. Co-Working Incubator-Space. Good faith efforts to provide Forty
Thousand (40,000) square feet of co-working or incubator space in the Project;
7. Funding for TDM. Implementation of a Project TDM Program with a
goal of 34% non-single occupancy vehicles for office uses;
8. Mobility/Bike Hub. A mobility hub of at least 1,000 sq. ft., which may
include a bicycle facilities and services hub with bike storage, sales, rentals and repair facilities;
a transit stop and /or an ancillary use café;
9. Pilot Community Shuttle. $1,000,000 initial funding and operating a
community shuttle from Vallco to local schools and other transportation hubs and, if successful,
an ongoing $750,000 per year contribution for up to 9 additional years (subject to reduction per
Section 9.3.4); and
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10. Transportation Infrastructure Contributions, Bike/Pedestrian Trail.
Contribution to City of Eleven Million Dollars ($11,000,000) ((subject to reduction per Section
9.3.4)) for study, design and construction of two critical transportation infrastructure projects
(a) the I-280/Wolfe Road interchange; and (b) potential future bicycle and pedestrian trail along
I-280, immediately north of the Project, commonly known as the Junipera Serra Trail.
Q. Under this Development Agreement, Developer will provide substantial public
benefits for the Tier 1 Project. In furtherance of the General Plan Land Use Goals [LU-1, LU-2,
LU-3, LU-4, LU-5, LU-6, LU-7, LU-8, LU-9, and LU-19], and the Vallco Specific Plan Goals
[as defined in Chapter 1, Purpose and Intent], the Tier 1 development program would result in
the following community-wide social benefits:
Housing: 1,779 residential units inclusive of 15% Below Market Rate units, per
Specific Plan,
Open Space, per Specific Plan, including:
Multi-use pathway on the western edge, per the Specific Plan
Public park and plazas, six acres of which must be provided at At Grade.
Construct and dedicate to the City three new segments of the public right of way
frontage road on its Property immediately adjacent to North Wolfe.
R. It is the intent of City and Developer to establish certain conditions and
requirements related to review and development of the Project, which are or will be the subject
of subsequent development applications and land use entitlements and this Agreement.
S. City specifically finds, as required by Municipal Code section 19.144.110, and as
reflected in Ordinance No. 18-2179 that approving this Agreement for the Project, and for
limited purposes a Tier 1 alternative, will promote orderly growth and quality development in
accordance with the goals and policies set forth in the General Plan; is compatible with the uses
authorized in, and the regulations prescribed for, the district in which the Property is located; will
promote the public convenience, general welfare, and good land use practice; will promote
development which is not detrimental to the health, safety and general welfare; will not
adversely affect the orderly development of property or the preservation of property value; and
will promote and encourage the development of the Project, by providing a greater degree of
requisite certainty.
T. City and Developer have reached mutual agreement and desire to voluntarily
enter into this Agreement to facilitate development of the Project, subject to the conditions and
requirements set forth herein.
U. City has given the required notice of its intention to adopt this Agreement and has
conducted public hearings thereon pursuant to Government Code section 65867 and Municipal
Code section 19.144.090. City has reviewed and evaluated this Agreement in accordance with
the Development Agreement Law and found that the provisions of this Agreement and its
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purposes are consistent with the Development Agreement Law and the goals, policies, standards
and land use designations specified in the General Plan.
V. City has approved this Agreement by Ordinance No. ____, adopted by the City
Council on _________________, 2018 (“Enacting Ordinance”).
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and other valuable consideration, the Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions¶.
“Administrative Agreement Amendment” is defined in Section 8.3.1.
“Administrative Project Amendment” is defined in Section 8.2.1.
“Adult School and Innovation Center” is defined in Section 5.3.1.
“Affiliated Party” is defined in Section 10.5.
“Affordable Housing Agreement” is defined in the Housing Plan.
“Agreement” or “Development Agreement” means this Development Agreement
between City and Developer, including all Exhibits hereto.
“Annual Shuttle Contribution” is defined in Section 5.4.3.
“Applicable City Regulations” is defined in Section 3.5.
“Applicable Law” means the Applicable City Regulations and all State and Federal laws
and regulations applicable to the Property and the Project as such State and Federal laws are
enacted, adopted and amended from time to time, as more particularly described in Section 3.9
(Changes in the Law).
“ASR” is defined in Section 7.1
“Assignee” is defined in Section 10.1.
“Assignment” is defined in Section 10.2.
“At Grade” is defined in Section 4.1.2.
“Baseline Cost” is defined in Section 5.2.7.
“BMR Units” is defined in the Housing Plan.
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“Building Permit” shall mean a building permit issued by the City for the vertical
construction of any building (or buildings) within the Project, and shall not include any
demolition permit, grading permit, or building permit issued for a foundation or subterranean
parking garage.
“CC&Rs” is defined in Section 7.6.3.
“CEQA” means the California Environmental Quality Act, California Public Resources
Code section 21000, et seq., as amended from time to time.
“CEQA Guidelines” means the State CEQA Guidelines (California Code of Regulations,
Title 14, section 15000, et seq.), as amended from time to time.
“Certificate” is defined in Section 6.1.4.
“Changes in the Law” is defined in Section 3.9.
“City” means the City of Cupertino.
“City Council” means to the City Council of the City of Cupertino.
“City Hall Approval” is defined in Section 5.2.5.
“City Hall Cost Cap” is defined in Section 5.2.3.
“City Hall Deviations” is defined in Section 5.2.3.
“City Hall Master Plan” is defined in Section 5.2.2.
“City Hall Payment” is defined in Section 5.2.1
“City Manager” means the City’s City Manager or his or her designee.
“City Parties” means and includes City and its elected and appointed officials, officers,
employees, contractors and representatives.
“Claims” means liabilities, obligations, orders, claims, damages, fines, penalties and
expenses, including attorneys’ fees and costs.
“Connection Fees” means those fees charged by City on a citywide basis or by a utility
provider to utility users as a cost for connecting water, sanitary sewer, and other applicable
utilities, except for any such fee or portion thereof that constitutes an Impact Fee, as defined
below.
“Consent” is defined in Section 7.5.
“Construction Tax” is defined in Section 4.4.
“CPI-U” is defined in Section 4.1.
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“CUSD” is defined in Section 5.3.2.
“Default” is defined in Section 12.1.
“Design Deviations” is defined in Section 5.2.9.
“Deviation Cost Allowance” is defined in Section 5.2.9.
“Developer” means Vallco Property Owner LLC, a Delaware limited liability company
and its permitted successor and assigns.
“Development Agreement” or “Agreement” mean this Development Agreement between
City and Developer, including all Exhibits hereto.
“Development Agreement Law” is defined in Recital B.
“Development Agreement Regulations” is defined in Recital B.
“Development Agreement Statute” is defined in Recital A.
“Effective Date” means the date that this Agreement becomes effective as determined
under Section 2.1.
“EIR Amendment” is defined in Recital I.
“Enacting Ordinance” refers to the Ordinance identified in Recital T.
“Exactions” means exactions that may be imposed by the City as a condition of
developing the Project, including requirements for acquisition, dedication or reservation of land;
and obligations to construct on-site or off-site public and private infrastructure improvements
such as roadways, utilities or other improvements necessary to support the Project, whether such
exactions constitute subdivision improvements, mitigation measures in connection with
environmental review of the Project, or impositions made under Applicable City Regulations.
For purposes of this Agreement, Exactions do not include Impact Fees.
“Excluded Items” is defined in Exhibit G.
“Existing City Hall” is defined in Section 5.2.1.
“Extension Term” is defined in Section 2.2.1.
“Final” means the date on which (1) all applicable appeal periods for the filing of any
administrative challenging the issuance or effectiveness of a Project Approval shall have expired
and no such appeal shall have been filed; (2) in the event of any administrative appeal or
Litigation Challenge challenging the Project Approval, that the administrative appeal or
Litigation Challenge is settled or there is a final determination or judgment upholding the Project
Approval, and the administrative appeal or Litigation Challenge is no longer subject to appeal;
and (3) in the event of a referendum challenging a Vested Approval, either City Council denies
the petition for referendum or the City Council certifies the results of the election under the
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Elections Code upholding the Vested Approval and rejecting any challenge under any
referendum petition and all referendum related litigation challenges have been rejected.
“FUHSD” is defined in Section 5.3.1.
“General Plan EIR” is defined in Recital D.
“General Plan” is defined in Recital D.
“Housing Rich Alternative” is defined in Recital I.
“Impact Fees” means the monetary amount charged by City in connection with a
development Project for the purpose of defraying all or a portion of the cost of mitigating the
impacts of the development Project or development of the public facilities related to the
development Project, including, any “fee” as that term is defined by Government Code section
66000(b). For purposes of this Agreement, a fee that meets both the definitions of an Impact Fee
and an Exaction will be considered to be an Impact Fee.
“Impact Fee Lock Period” is defined in Section 4.1.
“Increased Construction Cost” is defined in Section 5.2.7.
“Initial Term” is defined in Section 2.2.
“Liquid Assets” is defined in Section 10.2.
“Litigation Challenge” is defined in Section 9.3.1.
“Major Agreement Amendment” is defined in Section 8.3.2.
“Major Project Amendment” is defined in Section 8.2.2.
“Master Tentative Map” means that initial tentative subdivision map or vesting tentative
subdivision map covering the entirety of the Property.
“Material Condemnation” is defined in Section 13.1.1.
“Mobility Hub” is defined in Section 5.4.2.
“Mortgage” means any mortgage, deed of trust, security agreement, and other like
security instrument encumbering all or any portion of the Property or any of the Developer’s
rights under this Agreement.
“Mortgagee” means the holder of any Mortgage, and any successor, assignee or
transferee of any such Mortgage holder.
“MSDP” means the Master Site Development Permit for the entirety of the Project and
Property to be processed by Developer as a Subsequent Approval as provided herein.
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“Municipal Code” means and refers to the City of Cupertino’s Municipal Code, as
amended from time to time.
“New City Hall” is defined in Section 5.2.1.
“New City Laws” means and includes any ordinances, resolutions, orders, rules, official
policies, standards, specifications, guidelines or other regulations, which are promulgated or
adopted by the City (including but not limited to any City agency, body, department, officer or
employee) or its electorate (through their power of initiative or otherwise) after the Effective
Date.
“Notice of Breach” is defined in Section 12.1.
“Office Amenity Space” is defined in the Specific Plan, and includes, in addition to the
uses specified therein, child care centers and interior hallways that exceed 7.5 feet in width.
“Other Agency Fees” means fees and charges imposed by other governmental agencies
which in some cases are collected by City on behalf of such other agencies.
“Other Agency Subsequent Approvals” means approvals, entitlement and permits
required for Development of the Project to be obtained from entities other than the City.
“PAC” is defined in Section 5.1.
“PAC In Lieu Payment” is defined in Section 5.1.
“Parties” shall mean City and Developer.
“Permitted Delay” is defined in Section 13.4.
“Planning Commission” means the City of Cupertino Planning Commission.
“Prevailing Wage Laws” is defined in Section 9.2.
“Processing Fees” is defined in Section 4.2.
“Project Approvals” means the Vested Approvals and all Subsequent Approvals.
“Project” is defined in Recital O.
“Project Milestones” is defined in Section 2.2.1.
“Project Neutral Work” is defined in Section 2.2.6.
“Project Specific Work” is defined as work that is specific to either the SB 35 Project, a
Tier 1 development project, or the Project under this Agreement, contemplated to be work
beyond the Project Neutral Work.
“Property” is defined in Recital C.
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“Severe Economic Recession” means a quarterly decline in the monetary value of all
finished goods and services produced in the United States, as measured by initial quarterly
estimates of United States Gross Domestic Project (“GDP”) published by the United States
Department of Commerce Bureau of Economic Analysis (and not subsequent monthly revisions),
lasting three (3) or more consecutive calendar quarters. Any quarter of flat or positive GDP
growth shall end the period of such Severe Economic Recession.
“Specific Plan Approvals” is defined in Recital N.
“SB 35” is defined in Recital F.
“SB 35 Application” is defined in Recital F.
“SB 35 City Hall Payment” is defined in Section 2.2.4.
“SB 35 Project” is defined in Recital F.
“Subsequent Approvals” is defined in Section 7.1.
“Term” means the Initial Term plus any Extension Term, if such Extension Term is
granted under the terms of this Agreement.
“Tier 1” means the development program for the Property described in Table 3.2 of the
Specific Plan.
“Tier 1 Term” is defined in Section 3.2.
“Tier 1 Vested Approvals” means the Specific Plan Approvals relating only to Tier 1.
“Tier 2” means the development program for the Property described in Table 3.3 of the
Specific Plan.
“TIF” is defined in Section 4.1.1.
“Transportation Contribution” is defined in Section 5.4.4.
“Transportation Infrastructure Projects” is defined in Section 5.4.4.
“Updated Cost” is defined in Section 5.2.7.
“Vallco DEIR” is defined in Recital G.
“Vallco FEIR” is defined in Recital J.
“Vallco Mall” is defined in Recital C.
“Vallco Specific Plan” is defined in Recital E.
“Vallco Town Center Vision” is defined in Recital D.
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“Vested Approvals” means and includes this Agreement and the Specific Plan Approvals,
except for those provisions in the Specific Plan regarding the Tier 1 program, which are excluded
from the definition of Vested Approvals.
“Warm Shell” is defined in Section 5.1.2.
ARTICLE 2
EFFECTIVE DATE AND TERM
2.1 Effective Date¶. The Effective Date of this Agreement shall be the later of (a) the
date that is thirty (30) days after the date the Enacting Ordinance is adopted, or (b) the date this
Agreement is fully executed by the Parties. The Effective Date is inserted at the beginning of
this Agreement. The Parties acknowledge that section 65868.5 of the Development Agreement
Statute requires that this Agreement be recorded with the County Recorder no later than ten (10)
days after the City enters into this Agreement, and that the burdens of this Agreement shall be
binding upon, and the benefits of this Agreement shall inure to, all permitted successors in
interest to the Parties to this Agreement. The City Clerk shall cause such recordation.
2.2 Initial Term of Agreement¶. The “Initial Term” of this Agreement shall
commence on the Effective Date and shall expire on the eleventh (11th) anniversary of the
Effective Date, unless extended or earlier terminated as provided herein.
2.2.1 Extension of Initial Term. The Initial Term of this Agreement shall be
extended from the date of expiration of the Initial Term until the date which is five (5) years
following the expiration of the Initial Term (“Extension Term”), provided that at the end of the
Initial Term: (a) Developer is not, at the time, in Default of any of its obligations hereunder
following notice and expiration of applicable cure periods; (b) the applicable Developer
warranties and representations in Section 2.4 below continue to be true and correct; and (c)
Developer has completed the Project Milestones. The term “Project Milestones” means:
(i) delivery of Warm Shell New City Hall, or payment of City Hall Payment, as described in
Section 5.2 of this Agreement; and (ii) issuance of temporary certificates of occupancy for the
core and shell of all buildings surrounding the Town Square, as generally described in the Vallco
Specific Plan and to be more particularly specified in the MSDP, other than buildings and
associated utilities and infrastructure the development or construction of which would interfere
with existing contractual lease rights of tenants in possession as of the Effective Date.
Following the expiration of the Term or the earlier completion of development of the
Project and satisfaction of all of Developer’s obligations in connection therewith, this Agreement
shall be deemed terminated and of no further force and effect.
2.2.2 Memorandum of Extension. If the Extension Term is granted, City and
Developer agree to execute, acknowledge and record in the Official Records of Santa Clara
County a memorandum evidencing approval of the Extension Term.
2.2.3 Tolling of Term. The Initial Term shall be extended for the time period
between the date of adoption of the Specific Plan Approvals and the second reading of the
adoption of the Enacting Ordinance and until and the date the Vested Approvals are Final;
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provided, however, the maximum time period by which the Initial Term shall be extended under
this Section shall not exceed five (5) years.
2.2.4 Termination for Commencement of SB 35 Project. If Developer
commences construction or installation of Project Specific Work, that is not Project Neutral
Work, for the SB 35 Project, then Developer shall pay City within 30 days following City’s
demand therefor an amount equal to 50% of the reasonable out-of-pocket costs and expenses
incurred by City in connection the design and planning for the New City Hall, not to exceed
Three Million Dollars ($3,000,000) (the “SB 35 City Hall Payment”), and this Agreement shall
automatically terminate and the Parties shall have no further obligation to one another thereunder
except for those obligations which by their terms survive expiration or termination hereof.
Developer’s obligation to make the SB 35 City Hall Payment shall survive termination of this
Agreement. Upon either Party’s written request following such termination, the other party shall
execute and acknowledge a recordable notice of termination or other similar instrument
memorializing termination of this Agreement.
2.2.5 SB 35 Project Termination. If Developer commences construction or
installation of Project Specific Work not including any Project Neutral Work, for the Project
described in this Agreement and the Vested Approvals or for a Tier 1 development project, then
the SB 35 Project Approvals will thereupon be deemed to be terminated and of no further force
and effect and Developer shall take any and all steps as may be deemed necessary by City to
memorialize termination of the SB 35 Project approvals.
2.2.6 Project Neutral Work. Prior to obtaining a permit or other authorization
for work that Developer believes is Project Neutral Work, Developer shall identify to City with
its application submittal whether it considers the proposed work to be Project Neutral Work, and
the reasons therefor. If City disagrees, City shall provide Developer with written notice thereof
and an explanation of the reasons it considers the work to be Project Specific Work prior to its
issuance of the applicable permit or authorization for such work. If Developer disagrees,
Developer may provide a written response explaining why the work is Project Neutral Work.
The Parties will meet and confer in good faith and attempt to resolve any disagreement as to
whether work is Project Neutral Work or Project Specific Work. If Developer commits to the
Project, a Tier 1 development project or the SB 35 Project, by commencing performance of
Project Specific Work, in accordance with Section 2.2.4 or 2.2.5, City shall give notice thereof to
Developer in accordance with this Agreement, including a written explanation for why the work
is not Project Neutral Work, provided that City shall not designate as Project Specific Work any
work that City, prior to issuance of the permit or authorization for such work, had previously
identified as Project Neutral Work. Regardless of the foregoing and except as otherwise
provided herein, the Parties acknowledge and agree that the following shall be considered Project
Neutral Work: demolition, rough grading, make-ready utility work, offsite work, excavation and
shoring the scope of which has been mutually agreed upon by the Parties, and such other work as
the Parties may mutually agree (collectively, “Project Neutral Work”).
2.2.7 Tier 1 Project Termination. If Developer commences construction or
installation of Project Specific Work, that is not Project Neutral Work, for the Project described
in this Agreement in a manner which is inconsistent with a Tier 1 development project, then the
Developer's Tier 1 Vested Approvals will thereupon be deemed to be terminated and of no
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further force and effect and Developer agrees to take any and all steps as may be deemed
necessary by City to memorialize termination of the Tier 1 Vested Approvals under this
Agreement. If, however, Developer elects to move forward with any of the Article 5 Community
Benefits applicable to the Project before Developer has proceeded with construction of Project
Specific Work, which would be inconsistent with a Tier 1 project, Developer shall have the right
to subsequently elect to move forward with a Tier 1 project, provided it diligently proceeds to
complete or satisfy the particular community benefit it had commenced.
2.3 City Representations and Warranties¶. City represents and warrants to Developer
that, as of the Effective Date:
2.3.1 City is a municipal corporation, and has all necessary powers under the
laws of the State of California to enter into and perform the undertakings and obligations of City
under this Agreement.
2.3.2 The execution and delivery of this Agreement and the performance of the
obligations of the City hereunder have been duly authorized by all necessary City Council action
and all necessary approvals have been obtained.
2.3.3 This Agreement is a valid obligation of City and is enforceable in
accordance with its terms.
During the Term of this Agreement, City shall, upon learning of any fact or condition
which would cause of any of the warranties and representations in this Section 2.3 not to be true,
immediately give written notice of such fact or condition to Developer.
2.4 Developer Representations and Warranties¶. Developer represents and warrants to
City that, as of the Effective Date:
2.4.1 Developer is duly organized and validly existing under the laws of the
State of Delaware, and is in good standing and has all necessary powers under the laws of the
State of California to own property interests and in all other respects enter into and perform the
undertakings and obligations of Developer under this Agreement.
2.4.2 The execution and delivery of this Agreement and the necessary
performance of the obligations of Developer hereunder have been duly authorized by all
necessary company action and all necessary approvals have been obtained.
2.4.3 This Agreement is a valid obligation of Developer and is enforceable in
accordance with its terms.
2.4.4 Developer has not (a) made a general assignment for the benefit of
creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary
petition by Developer’s creditors; (c) suffered the appointment of a receiver to take possession of
all, or substantially all, of Developer’s assets; (d) suffered the attachment or other judicial seizure
of all, or substantially all, of Developer’s assets; or (e) admitted in writing its inability to pay its
debts as they come due.
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During the Term of this Agreement, Developer shall, upon learning of any fact or
condition which would cause any of the warranties and representations in this Section 2.4 not to
be true, immediately give written notice of such fact or condition to City.
ARTICLE 3
DEVELOPMENT OF THE PROPERTY
3.1 Vested Rights¶. The Property is hereby made subject to the provisions of this
Agreement. Developer shall have the vested right to develop the Property and the Project in
conformance with the Vested Approvals, the Subsequent Approvals, Applicable Law and this
Agreement, as amended from time to time pursuant to this Agreement, which shall control the
permitted uses, density and intensity of use of the Property and the maximum height and size of
buildings on the Property
3.2 Limited Vested Rights for Tier 1 Project¶. Developer shall have a limited vested
right to develop a Tier 1 development project only in accordance with the Tier 1 Vested
Approvals for a period not to exceed Five (5) years from the Effective Date (“Tier 1 Term”).
The applicable Tier 1 vested rights shall not extend to the Impact Fee Lock Period described in
Section 4.1 or to other rights or obligations set forth in this Agreement, except as expressly
provided. However, the limited vested rights protections for the Tier 1 Vested Approvals shall
extend to all the basic Article 3 rights and obligations set forth in this Agreement.
3.3 Life of Approvals¶. Pursuant to Government Code section 66452.6(a) and this
Agreement, the life of Subsequent Approvals for the Project shall automatically be extended to
and until the later of the following: (1) the end of the Term of this Agreement; or (2) the end of
the term or life of any such Subsequent Approval. Notwithstanding the foregoing, the vested
elements secured by Developer under this Agreement shall have a life no greater than the Term
of this Agreement, and in the case of a Tier 1 development project no greater than the Tier 1
Term.
3.4 Permitted Uses¶. The permitted uses of the Property; the density and intensity of
use of the Property, including the number and type of residential units, and square footage or
amounts of office, Office Amenity Space, retail, open space, allocation of hotel rooms, and other
uses; the maximum height and size of proposed buildings; provisions for reservation or
dedication of land for public purposes, the general location of public improvements; the general
location of public utilities; and other terms and conditions of development applicable to the
Project, are generally set forth in the Vested Approvals and, as and when they are issued (but not
in limitation of any right to develop as set forth in the Vested Approvals), the Subsequent
Approvals. To the extent the Project requires “development allocation” pursuant to General Plan
Policy LU-1.2, Developer shall have a vested right to all development allocation required for the
Project.
3.5 Water Supplies¶. Any tentative map prepared for the Project will comply with the
provisions of Government Code Section 66473.7.
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3.6 Applicable City Regulations¶. The laws, rules, regulations, official policies,
standards and specifications of City applicable to the development, use and operation of the
Property and the Project shall be (collectively, “Applicable City Regulations”):
a) Those rules, regulations, official policies, standards and specifications of
the City set forth in the Vested Approvals, the Subsequent Approvals, and this Agreement;
b) With respect to matters not addressed by and not otherwise inconsistent
with the Project Approvals and this Agreement, those laws, rules, regulations, official policies,
standards and specifications (including City ordinances and resolutions) governing permitted
uses, building locations, timing and manner of construction, densities, intensities of uses,
maximum heights and sizes, design, set-backs, lot coverage and open space, parking,
requirements for on- and off-site infrastructure and public improvements, fees, taxes and
Exactions, in each case only to the extent in full force and effect on the Effective Date;
c) Except as addressed in the Vested Approvals, New City Laws that relate
to hearing bodies, petitions, applications, notices, findings, records, hearings, reports,
recommendations, appeals and any other matter of procedure imposed at any time; provided, that
such New City Laws are uniformly applied on a City-wide basis to all substantially similar types
of development projects and properties and such procedures are not inconsistent with procedures
set forth in this Agreement;
d) New City Laws that revise City’s uniform construction codes, including
City’s building code, plumbing code, mechanical code, electrical code, fire code, grading code
and other uniform construction codes, as of the date of permit issuance; provided, that such New
City Laws are uniformly applied on a City-wide basis to all substantially similar types of
development projects and properties;
e) New City Laws that are necessary to protect physical health and safety of
the public; provided, that such New City Laws are uniformly applied on a City-wide basis to all
substantially similar types of development projects and properties;
f) New City Laws that do not conflict with this Agreement, the Vested
Approvals or the Subsequent Approvals; provided, that such New City Laws are uniformly
applied on a City-wide basis to all substantially similar types of development projects and
properties; and
g) New City Laws that do not apply to the Property and/or the Project due to
the limitations set forth above, but only to the extent that such New City Laws are accepted in
writing by Developer in its sole discretion.
3.7 Timing of Development¶. Except as described in the Phasing Plan, Exhibit C, and
the Housing Plan, Exhibit D, there is no requirement under this Agreement that Developer
initiate or complete development of the Project, or any portion thereof, or that development be
initiated or completed within any period of time or in any particular order, except that Developer
shall meet its obligation to provide the public benefits described in Article 5 within the times
provided therein, subject to City meeting its performance obligations and to events of Permitted
Delay. Development of the Project is subject to numerous factors that are not within the control
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of the Developer, such as the availability of financing, interest rates, access to capital and other
factors. However, and not in limitation of any of the foregoing, since the California Supreme
Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that the
failure of the parties therein to consider, and expressly provide for, the timing of development
resulted in a later-adopted initiative restricting the timing of development to prevail over such
parties’ agreement, it is the desire of the Parties hereto to avoid that result. Therefore,
notwithstanding the adoption of an initiative after the Effective Date by City’s electorate to the
contrary, the Parties acknowledge that, except as otherwise provided for in the Vested
Approvals, Developer shall have the vested right (but not the obligation) to develop the Project
in such order and at such rate and at such times as Developer deems appropriate in the exercise
of its sole and subjective business judgment.
3.8 Compliance with Laws¶. Developer, at its sole cost and expense, shall comply
with the requirements of, and obtain all permits and approvals required by local, State and
Federal agencies having jurisdiction over the Property, the Project or the New City Hall.
Furthermore, Developer shall carry out the Project and, if applicable, the New City Hall work in
conformity with all Applicable Law, including applicable state labor laws and standards;
Applicable City Regulations; and all applicable disabled and handicapped access requirements,
including the Americans With Disabilities Act, 42 U.S.C. section 12101, et seq., Government
Code section 4450, et seq., Government Code section 11135, et seq., and the Unruh Civil Rights
Act, Civil Code section 51, et seq.
3.9 No Conflicting Enactments¶. Except as otherwise provided in this Agreement,
City shall not impose on the Project (whether by action of the City Council or by initiative,
referendum or other means, including development moratorium or additional Project conditions
on Subsequent Approvals) any New City Law that is in conflict with this Agreement, the Vested
Approvals or, once approved, the Subsequent Approvals. Without limiting the generality of the
foregoing, City shall not (a) apply to the Property any change in land use designation or
permitted use, density or intensity of development of the Property; (b) except as provided in
Section 7.3.3 below, apply to the Property any change in off-site infrastructure or utility
requirements or limit or control the availability of or ability to obtain public utilities, services, or
facilities (provided, however, nothing herein shall be deemed to exempt the Project or the
Property from any water use rationing requirements that may be imposed from time to time in
the future and nothing herein shall be deemed a commitment to reserve potable water or sanitary
sewer capacity which the Parties acknowledge City does not control); (c) limit square footages of
permitted uses or the number of permitted residential units (based upon the presumed general
Project average unit size of 1,250 gross square feet assumed in the Specific Plan), or modify
parking requirements or access in a manner that is inconsistent with the Project Approvals; (d)
increase minimum setbacks above, or decrease maximum heights below, the levels specified in
the Vested Approvals; (e) limit or control the rate, timing, phasing or sequencing of the
development or construction of all or any part of the Project other than as set forth herein; (f)
apply to the Project any New City Law or Exaction otherwise allowed by this Agreement that is
not uniformly applied on a City-wide basis to all substantially similar types of development
projects and project sites; (g) take any action that would require the issuance of Subsequent
Approvals by the City other than those required by Applicable Law or the Vested Approvals; (h)
impose against the Project any dedication or Exaction not specifically authorized by this
Agreement, the Project Approvals or Applicable Law; (i) limit or impede the processing or
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procuring of applications and approvals of Subsequent Approvals; (j) impose restrictions or
conditions in connection with Subsequent Approvals other than reasonable conditions
appropriate to implementing a development project of the scope and scale of the Project and in
all instances consistent with the objectives, goals and policies of the Specific Plan.
3.10 Changes in the Law¶. As provided in section 65869.5 of the Development
Agreement Law, this Agreement shall not preclude the applicability to the Project of changes in
laws, regulations, plans or policies, to the extent that such changes are specifically mandated and
required by changes in State or Federal laws or by changes in laws, regulations, plans or policies
of special districts or other governmental entities, other than the City, created or operating
pursuant to the laws of the State of California (“Changes in the Law”). In the event Changes in
the Law prevent or preclude compliance with one or more provisions of this Agreement, the
Parties shall meet and confer in good faith in order to determine whether such provisions of this
Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary
to comply with Changes in the Law. Nothing in this Agreement shall preclude Developer from
contesting by any available means (including administrative or judicial proceedings) the
applicability to the Project of any such Changes in the Law.
3.11 Initiatives and Referenda¶. If any New City Law is enacted or imposed by
initiative or referendum, or by the City Council directly or indirectly in connection with any
proposed initiative or referendum, which New City Law would conflict with this Agreement or
reduce the development rights provided by this Agreement and Project Approvals, such New
City Law shall not apply to the Project. No moratorium or other limitation (whether relating to
the rate, timing, phasing, density, height or sequencing of development) affecting subdivision
maps, building permits or other entitlements to use that are approved or to be approved, issued or
granted within the City, or portions of the City, shall apply to the Project. City, except to submit
to vote of the electorate initiatives and referendums required by Applicable Law to be placed on
a ballot, shall not adopt or enact any New City Law, or take any other action which would violate
the express provisions of this Agreement or the Project Approvals. To the maximum extent
permitted by law, City shall cooperate with Developer, at Developer’s expense, to prevent any
New City Law from invalidating or prevailing over all or any part of this Agreement, and City
shall cooperate with Developer and shall undertake such actions as may be necessary to ensure
this Agreement remains in full force and effect. City shall not support, adopt or enact any New
City Law, or take any other action which would violate the express provisions or spirit and intent
of this Agreement, the Vested Approvals or the Subsequent Approvals. Developer reserves the
right to challenge in court any New City Law that would conflict with this Agreement or reduce
the development rights provided by this Agreement. Notwithstanding the foregoing, the Parties
acknowledge that City’s approval of this Agreement is a legislative action subject to referendum.
3.12 Regulation by Other Public Agencies¶. Developer acknowledges that other public
agencies not within the control of City possess authority to regulate aspects of the development
of the Property separately from or jointly with City, and this Agreement does not limit the
authority of such other public agencies. Developer will, at the time required in accordance with
Developer’s construction schedule, apply for all such other permits and approvals as may be
required by other governmental or quasi-governmental entities in connection with the
development of, or the provision of services to, the Project. Developer acknowledges that City
does not control the amount of any fees imposed by such other agencies. In the event that such
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fees are imposed upon Developer and are in excess of those allowed by Applicable Law and
Developer wishes to object to such fees, Developer may pay such fees under protest. City agrees
not to delay issuance of permits or other Subsequent Approvals and entitlements under these
circumstances, provided Developer provides City with proof of payment of such fees.
3.13 Public Infrastructure¶. City shall use good faith, diligent efforts to work with
Developer to ensure that all public infrastructure required in connection with the Project is
expeditiously reviewed and considered for acceptance by City on a phased basis as discrete
components of the public infrastructure is completed. Developer’s obligation to construct the
public improvements shall be set forth in one or more public improvement agreements to be
entered into by the Parties on or before approval of final subdivision maps for the Project
3.14 Sanitary Sewer Capacity. As of the Effective Date, City believes, based on
existing sewer capacity studies, that Cupertino Sanitary District’s contractual capacity limits with
respect to use of the City of Santa Clara sanitary sewer system are adequate to serve the Project
as well as all other development contemplated by the City’s General Plan in effect as of the
Effective Date. Accordingly, subject to continued accuracy of those capacity studies and
assumptions and subject to the limits of its authority, City agrees to reserve sanitary sewer
capacity for the Project as follows:
a) For the first five (5) years following the Effective Date, City agrees to act
in good faith to ensure that new development projects being considered for approval by City
within such time period will not, in combination with the Project, cause permitted peak wet
weather flow to exceed Cupertino Sanitary District’s contractual sanitary sewer capacity limits.
b) If upon the fifth (5th) anniversary of the Effective Date, Developer has
pulled building permits for 33% of the total number of residential units and 33% of the total
commercial square footage within the Project, then until the 8th anniversary of the Effective
Date, City agrees to act in good faith to ensure that new development projects being considered
for approval by City will not, in combination with the remaining un-built portion of the Project,
cause permitted peak wet weather flow to exceed Cupertino Sanitary District’s contractual
sanitary sewer capacity limits. If Developer fails to meet the foregoing 5th anniversary
development milestone, then City shall have no obligation to continue reserving for the Project
any of Cupertino Sanitary District’s contractual sanitary sewer capacity limits.
c) If upon the eighth (8th) anniversary of the Effective Date, Developer has
pulled building permits for 66% of the total number of residential units and 66% of the total
commercial square footage within the Project, then until the expiration of the Initial Term, City
agrees to act in good faith to ensure that new development projects being considered for approval
by City will not, in combination with the remaining un-built portion of the Project, cause
permitted peak wet weather flow to exceed Cupertino Sanitary District’s contractual sanitary
sewer capacity limits. If Developer fails to meet the foregoing 8th anniversary development
milestone, then City shall have no obligation to continue reserving for the Project any of
Cupertino Sanitary District’s contractual sanitary sewer capacity limits.
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d) In all events, following expiration of the Initial Term, City shall have no
obligation to reserve for the Project any of Cupertino Sanitary District’s contractual sanitary
sewer capacity limits.
Notwithstanding any other provision hereof to the contrary, if, following the Effective Date,
updates of existing sanitary sewer capacity studies reveal that there is inadequate capacity to
serve both the Project and all other development projects contemplated under the City’s General
Plan in effect as of the Effective Date, then the sanitary sewer capacity amounts to be reserved
by City under this Section 3.14 shall be reduced proportionately based on the amount of the
capacity shortfall as identified in the updated study.
ARTICLE 4
FEES
4.1 Impact Fees¶. Except as otherwise expressly provided herein, for eight (8) years
from the Effective Date, subject to no more than a cumulative two-year extension for Permitted
Delays (“Impact Fee Lock Period”), City shall have the right to impose and Developer shall
pay only those Impact Fees, as adopted as of the Effective Date, as and when due under those
existing adopted Impact Fees. During the Impact Fee Lock Period, the City may increase the
existing adopted Impact Fees by the amount of any built in escalators, or in the absence of a built
in escalator, by the annual increase in the cumulative Consumer Price Index for All Urban
Consumers (“CPI-U”), as defined in Cupertino’s CMC Section 5.04.460 (and as reflected in the
most recent report of consumer prices for the San Francisco/Bay Area Standard Metropolitan
Statistical Area as published by the U.S. Department of Labor, Bureau of Labor Statistics) or if
such index is no longer available by a comparable index as reasonably selected by City. Except
as otherwise provided in this Agreement, during the Impact Fee Lock Period no other increases
to Impact Fees in existence on the Effective Date and no new City Impact Fees imposed after the
Effective Date shall apply to the Project. Absent agreement of the Parties, Impact Fees will be
paid when specified under this Agreement or, in the absence of any specified time frame, when
due under the City Municipal Code. Developer will have the right, at any time during the Impact
Fees Lock Period to pre-pay any future Impact Fees at the then applicable rate. Following
expiration of the Impact Fee Lock Period, Developer shall pay all applicable Impact Fees,
including Impact Fees adopted by City after the Effective Date, at the rates in effect when due.
4.1.1 Transportation Impact Fee. City shall give credit to Developer for (i) the
reduction of existing non-residential uses and (ii) any transportation improvements Developer
funds and constructs that are capital projects identified by the Transportation Impact Fee
Program (“TIF”). Credit given under clause (ii) above shall be based on the engineer’s cost
estimate used as a basis for establishing the TIF. If Developer still owes a TIF after accounting
for the credits, Developer will pay the applicable TIF, upon issuance of each building permit.
City agrees that no TIF will be charged for Office Amenity Space, or for BMR Units or for the
PAC or Adult School and Innovation Center (to the extent City and/or FUHSD elect to accept
delivery of the PAC or Adult School and Innovation Center spaces for the designated civic uses).
4.1.2 Parkland Fees. Developer will satisfy park and open space requirements
and no park fees will be required, provided the Project includes a minimum of 11.5 acres of
privately maintained open space and parks, which meet the design standards, guidelines and
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requirements set forth in the Vested Approvals and this Agreement. At least 6 acres will be “At
Grade” (described in the Vallco Specific Plan as generally at the level of adjacent sidewalk [+/-
12 inches]) publicly accessible park and open space. The minimum 6 acre At Grade park
requirement shall be satisfied by providing publicly accessible, privately maintained At Grade
park/plaza space in lieu of dedicated City owned and maintained spaces. Developer will be
given Park Land Impact Fee credit for parks/plaza open space, as follows:
(i) At Grade publicly accessible park and open space: 100% credit
(ii) Publicly accessible park and open space not At Grade: 100%
credit
(iii) Private non-publicly accessible Open Space which meets the
requirements of the Open Space types in the Specific Plan: 50%
credit (i.e. 1 square foot credited for every 2 square feet provided,
without limitation)
Sidewalks, cycle tracks, multi-use paths and other trails or pathways within traditional parks and
open space shall be given credit if designed to be closed temporarily for events and gatherings,
but only if such sidewalks and pathways are part of the park or open space and meet all Specific
Plan requirements.
4.1.3 Affordable Housing Fee. Developer shall pay the City’s Affordable
Housing Fee at the rate in effect on the Effective Date, subject to CPI increases allowed under
Section 4.1, and subject to the following credits:
(i) Non-Residential Use Credit. Developer will receive a credit
against any affordable housing fees otherwise owed for non-
residential uses removed and replaced with new non-residential
(i.e., retail, hotel and office) uses. All credits and fees for
non-residential uses shall be calculated at the office rate.
(ii) Moderate Unit Credit. Because the Project includes 15% very low
and low income BMR Units, no Affordable Housing Impact Fee is
due with respect to the residential component of the Project.
Developer will also receive a credit towards Affordable Housing
Impact Fees imposed in connection with the non-residential
components of the Project in the total amount of Five Million
dollar ($5,000,000) for the 133 moderate BMR Units which exceed
the base 15% inclusionary requirement.
4.1.4 Impact Fee Exemptions for BMR Units, Office Amenity Space and Civic
Facilities. The City shall not apply any Impact Fees to any of the PAC, Office Amenity Space,
Adult School and Innovation Center (if and to the extent City and/or FUHSD elect to accept
delivery of such spaces for the designated Civic uses) or the BMR Units within the Project
4.1.5 No Rebates. Developer shall not be eligible to receive, and City shall
have no obligation to pay funds to Developer, if the credits associated with facilities and
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improvements constructed or installed by Developer exceed the total amount of the applicable
Impact Fees due for the Project.
4.2 Processing Fees¶. Subject to Developer’s right to protest and/or pursue a challenge
in law or equity to any new or increased Processing Fee, City may charge and Developer agrees
to pay all cost recovery fees, including fees for processing Subsequent Approvals, and further
including any required supplemental or other further environmental review, plan checking and
inspection and monitoring (“Processing Fees”), at the rates which are in effect on a City-wide
basis at the time those permits, approvals, entitlements, review or inspections are applied for or
requested.
4.3 Other Agency Fees¶. Nothing in this Agreement shall preclude City from
collecting fees from Developer that are lawfully imposed on the Project by another agency
having jurisdiction over the Project, which the City is required to collect pursuant to Applicable
Law.
4.4 Taxes and Assessments¶. City may impose and Developer agrees to pay any and
all existing, new, modified or increased taxes and assessments imposed in accordance with the
laws in effect as of the date due, at the rate in effect at the time of payment, including without
limitation, the construction taxes imposed by Chapter 3.32 of the Municipal Code
(“Construction Tax”). The City acknowledges and agrees that the Construction Tax shall not
apply to the BMR Units, PAC or Adult School and Innovation Center (if and to the extent City
and/or FUHSD elect to accept delivery of such spaces for the designated civic uses). If
Construction Tax is applicable to New City Hall, City will be responsible to pay the tax.
4.5 Connection Fees¶. Subject to Developer’s right to protest and/or pursue a
challenge in law or equity to any new or increased Connection Fee, City may charge and
Developer shall pay any Connection Fee that is lawfully adopted and applicable City-wide with
respect to similarly situated properties or uses. In calculating City imposed Connection Fees, if
any, City will give credit for applicable removed facilities.
4.6 Right to Challenge Fees¶. Developer reserves the right to protest or pursue a
challenge in law or equity to any new or increased fee. In the event Developer desires to
challenge such new or increased fee, Developer shall pay the fee under protest. The City agrees
not to delay issuance of permits, approvals or entitlements pending resolution of such protest or
challenge to the fee.
ARTICLE 5
PUBLIC BENEFITS
5.1 Performing Arts Center¶.
5.1.1 Feasibility Study. Commencing within ninety (90) days after the Effective
Date of this Agreement, City will commence a feasibility study for an approximately 60,000
square foot performing arts center, including 600 seat main auditorium, 200 seat secondary
auditorium, lobby and concession areas, restrooms etc., located in the vicinity of the Town
Square (“PAC”).
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5.1.2 Core and Warm Shell. Based on the feasibility study City may elect either
(i) to receive a payment from Developer in the total amount of Twenty Two Million Eight
Hundred Thousand Dollars ($22,800,000) (“PAC In Lieu Payment”), or (ii) for Developer to
construct and deliver to City a Warm Shell (defined below) PAC space which City shall be
responsible for completing and maintaining. If City elects for Developer to build the PAC,
Developer’s obligation is for a maximum of a 60,000 square foot Warm Shell space. The space
would be intended to optimize ability to accommodate a main theater of approximately 600
seats, a second stage of no more than 200 seats, lobby to host pre-theater events, ticketing space
and food preparation and staging area, and appropriate number of finished restrooms in light of
the size of the facility, among other things. The “Warm Shell” space scope will include (i) an
enclosed box with roof, exterior walls/finishes and floor completed and the exterior envelope to
have Project standard glazing, roofing and exterior exiting doors as required by code; (ii) stub
out of all required utilities at an agreed upon location within the structure, (iii) its own HVAC
units available at plenum for tenant improvement to connect for their distribution; and (iv) a fire
sprinkler stand pipe for the tenant work distribution. The specific requirements for the Warm
Shell scope will be detailed in the three alternative design options described in Section 5.1.3.
Following delivery of the Warm Shell space City shall be responsible for completing all front
and back of house tenant improvements, including theatre seating, and lobby and concession area
fixturization. In addition to the Warm Shell work, Developer shall provide City, at no charge to
City, 150 parking stalls within Retail and Entertainment/Mixed Use District (as defined in the
Specific Plan) and within reasonable proximity to the PAC, which will be subject to project-wide
shared parking strategies, and reasonable relocation from time to time depending on leasing or
operational requirements.
5.1.3 MSDP/Design. The MSDP shall include two scenarios with respect to the
PAC, one that includes a PAC generally located in the Retail District/Phase 1 area, and one that
does not include a PAC. With the submittal of the MSDP, Developer will also provide up to
three (3) alternative design options, including conceptual program lay-outs, for City
consideration concurrently with, but separate from, the review of the MSDP. Within six (6)
months of Developer submittal of the MSDP application, the City shall elect whether to include
the PAC at the location proposed by Developer in the MSDP, or to approve the MSDP without
the PAC.
5.1.4 Cash Election. If City approves the MSDP without the inclusion of a
PAC, then Developer shall pay to City the PAC In Lieu Payment prior to issuance of the
certificate of occupancy for the last office building in the Office/Mixed-Use District which is not
Amenity Office Space, as shown on the MSDP.
5.1.5 Construction of PAC. If City approves the MSDP with the PAC, it shall
also, at that time, elect one of the design alternatives provided by Developer. Developer shall
design and construct the PAC to Warm Shell level of completion together with the associated
parking, in the location shown on the approved MSDP, consistent in all material respects with
the design selected by the City, provided that Developer shall have no obligation to commence
design and construction of the PAC until the Vested Approvals and the approvals for the MSDP
and Master Tentative Map are Final. Developer shall provide a one (1) year warranty for the
Warm Shell PAC space; warranties and guarantees for other systems and components of the
PAC space, including HVAC, will be provided per industry standard.
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5.1.6 Delivery. Developer shall deliver to City a completed Warm Shell, PAC
and associated parking as described above, provide City with a complete set of as-built plans and
drawings, and the warranties and guarantees referenced in Section 5.1.5 above, prior to issuance
of a certificate of occupancy for the last building in the Project located west of Wolfe Road. City
and Developer shall collaborate on the plans, specifications and drawings for the PAC. City will
be solely responsible for all costs, fees and expenses, including permitting, to design and
construct the interior tenant improvements for the PAC, and all other associated amenities,
facilities and improvements (other than the Warm Shell improvements and PAC parking the
costs of which shall be paid by Developer), and thereafter to operate, and following expiration of
the warranty period, to maintain and repair the PAC. Developer shall provide City with a 34
year lease for the PAC premises and parking at a rent of $1 per year on a NNN basis. The Lease
term shall commence as of the date Developer delivers a complete (other than minor punch list
items) Warm Shell PAC space to City. City, as PAC tenant, will participate in the Project’s
master property owners’ association and pay a proportionate fair share cost contribution for
typical common area maintenance in the Retail and Entertainment/Mixed Use District. If the
PAC is constructed but ultimately the City fails to accept and operate it, the City PAC lease shall
terminate and the PAC may be used as entertainment space, with any of the uses allowed in the
Retail Mixed Use District component, including co-working or event space, subject to any
further CEQA review.
5.1.7 PAC Agreements. Developer shall prepare a term sheet for the
improvement and lease agreements referenced below generally at the same time as its MSDP
application, and prior to construction and issuance of PAC building permits, or at such later time
as City and Developer may mutually agree each in its discretion, City and Developer shall
prepare and execute forms of improvement and lease agreements setting forth in greater detail
their respective obligations with respect to design, development, delivery and leasing of the
PAC. The PAC improvement agreement shall address among other issues, requirements for
collaboration on design, labor and materials and performance bonds, completion guarantee,
process for submittal and approval of change orders, and warranty requirements. If the Parties
are unable to achieve the schedule dates due to disagreements, the Parties shall meet and confer
in good faith to resolve such disagreements and, if necessary, enter into mediation pursuant to
Section 12.8 below.
5.2 City Hall¶.
5.2.1 City Election for Developer Construction. City may, in its discretion,
elect either: (a) for Developer to construct, at Developer’s cost, the core and Warm Shell for a
new City Hall building, including 118 underground parking stalls and associated site work, all as
more particularly described in Exhibit G (“New City Hall”), that would replace the existing City
Hall (“Existing City Hall”) at the same site as the Existing City Hall; or (ii) receive in lieu
thereof the total sum of Thirty Million Dollars ($30,000,000.00) (“City Hall Payment”). If City
elects to receive the City Hall Payment, Developer shall pay the full amount of such City Hall
Payment prior to issuance of the certificate of occupancy for the first office building in the Office
/ Mixed-Use District (as defined in the Specific Plan).
5.2.2 Design Criteria and Design Process. If City elects to have Developer
construct the New City Hall, City will be solely responsible for designing, preparing construction
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documents and obtaining all necessary discretionary approvals and building permits for the New
City Hall. The New City Hall, including underground parking and certain site work, will be
designed consistent with conceptual plans contained in the Cupertino Civic Center Master Plan
approved by the City Council on July 7, 2015, as modified by the criteria described in Exhibit G
(collectively, the “New City Hall Criteria”). Except as otherwise agreed by Developer in its
sole absolute discretion, the New City Hall (exclusive of the underground parking) will not
exceed 40,000 square feet. City will consult and coordinate with Developer during each phase of
design and construction document preparation, for the purpose of ensuring that the New City
Hall project remains consistent with the New City Hall Criteria. The Parties also agree that the
target budget (not including Design Deviations) for a New City Hall consistent with the New
City Hall Criteria, assuming commencement of construction within 24 months, is Thirty One
Million Dollars ($31,000,000) and City will consider in good faith (but shall have no obligation
to accept) reasonable proposed design or value engineering changes that Developer proposes to
keep construction costs of the New City Hall within that target budget, provided that such
proposals are consistent with the New City Hall Criteria. Developer may elect to check pricing
of the City’s design at: (1) concept completion, (2) 50% schematic design, (3) 100% schematic
design, (4) 50% design drawings, (5) 100% design drawings, and (6) 50% construction drawings,
and (7) 100% construction drawings, or such other design stages as the Parties may mutually
agree. Developer acknowledges that pursuant to section 5.2.4 the City has 21 months to reach
City Hall Approval and will provide any requests for design or value engineering proposals
expeditiously and in a manner that will not delay City’s design process schedule or impede
City’s ability to timely reach City Hall Approval. To expedite the design and review process and
ensure that the City can meet its timing obligations in Section 5.2.4, the Parties shall establish an
overall timeline and process for Developer’s participation.
5.2.3 CEQA. The environmental impacts of replacing the Existing City Hall
with the proposed New City Hall were evaluated in the May 2015 Cupertino Civic Center Master
Plan Initial Study, incorporated herein by reference. City adopted a Mitigated Negative
Declaration for the Cupertino Civic Center Master Plan project and approved the plan on July 7,
2015, by City Council Resolution No. 15-060. To the extent any supplemental CEQA analysis is
required in connection with City’s review and further approval of the New City Hall, City shall
be solely responsible for such supplemental CEQA review and compliance and City reserves full
and complete discretion with respect thereto, including the authority to impose and implement
such further mitigation measures, if any, as may be required to mitigate the impacts of the
proposed New City Hall or decide not to proceed with the New City Hall.
5.2.4 City’s Design and Approval of New City Hall. City will commence
design work, and initiate any public review process City may require or desire, within 30 days
following the Effective Date. Thereafter, City will diligently and as expeditiously as practicable
proceed with any discretionary and ministerial approvals for the New City Hall, including any
required architectural approvals, preparation of construction documents and permitting,
including, but not limited to issuance of, as applicable, demolition, tree removal, make-ready
utilities, excavation and building permits, and all applicable third party applications, approvals,
permits and authorizations (“City Hall Approval”), and shall complete such City Hall Approval
within 21 months of the Effective Date, subject to extension as provided herein or as may
otherwise be agreed by the Parties, each in its sole discretion. By entering into this Agreement
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City is making no commitment to achieve the City Hall Approval and the Parties acknowledge
that at any point City may opt for the City Hall Payment in lieu of the New City Hall.
5.2.5 Vacation of Existing City Hall. In order to allow for Developer’s timely
construction of the New City Hall, City shall vacate the Existing City Hall and deliver possession
of the Existing City Hall site to Developer for construction within 24 months of the Effective
Date, subject to extension as provided herein or as may otherwise be agreed by the Parties, each
in its sole discretion. In order to plan for and coordinate the vacation of the Existing City Hall,
the Parties shall meet and confer on a regular basis on the status of City’s relocation plans.
5.2.6 Developer Election to Construct or Pay. Developer will have no
obligation to construct the New City Hall unless (i) the City has met all of its obligations and
schedule timelines (as such timelines may be extended) in accordance with Section 5.2.4 and
5.2.5, and (ii) the Vested Approvals and the MSDP and the Master Tentative Map approvals are
each Final, or as may otherwise be agreed by Developer in its sole discretion. .
5.2.7 Extension of Timelines under Certain Limited Circumstances.
a) Extensions for Delayed MSDP and Master Tentative Map Submittal. If,
for reasons other than a Permitted Delay, Developer submits the MSDP and Master Tentative
Map applications more than 12 months and 18 months, respectively, after the Effective Date,
then the timelines in Sections 5.2.4 and 5.2.5 shall each be extended day for day for each day
after month 12 and 18, respectively, that such applications are submitted.
b) Extension of Timeline Due to Litigation Challenge, Referendum or
Initiative. If as a result of a Litigation Challenge, referendum or initiative any of the Vested
Approvals, the MSDP approval or the Master Tentative Map approval are not Final by the date
that is 21 months after the Effective Date, the timeline to vacate the Existing City Hall and for
Developer to commence construction shall each be extended until such time that all of such
approvals become Final, subject to an outside date that is 48 months after the Effective Date, at
which point Developer may, in its sole discretion, elect to make the City Hall Payment. Although
Developer will maintain the obligation to construct City Hall if there is a Litigation Challenge,
referendum or initiative pending, City shall be responsible for any increased costs resulting from
the delay in commencement of construction past 24 months after the Effective Date (“Increased
Construction Cost”). Increased Construction Costs shall be determined as follows. If a
Litigation Challenge, referendum or initiative is pending 21 months after the Effective Date,
Developer shall seek at least three bids and the lowest qualified bid shall establish the baseline
cost for the New City Hall (“Baseline Cost”). At the time the Litigation Challenge, referendum
or initiative is favorably resolved, Developer shall seek at least three bids priced based on the
expected date construction will commence and the lowest qualified bid shall establish the
updated cost for the New City Hall (“Updated Cost”). The Increased Construction Cost shall
consist of the difference between the Baseline Cost and the Updated Cost. If (i) there is a
Litigation Challenge, referendum or initiative challenging the Vested Approvals, and (ii)
Developer elects to delay submittal of its MSDP and/or Master Tentative Map applications as a
result of the Litigation Challenge, referendum or initiative, and (iii) the Litigation Challenge,
initiative or referendum is favorably resolved prior to the date that is 48 months after the
Effective Date , then the Parties will meet and confer in good faith to agree on either (i)
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Developer making the City Hall Payment, or (ii) if City desires for Developer to construct New
City Hall, a timely and expeditious process and timeline for Developer to submit and City to
process the MSDP and Master Tentative Map applications and City and Developer to establish
the Increased Construction Cost which City will be responsible to pay. If a pending Litigation
Challenge, referendum or initiative remains outstanding 48 months after the Effective Date,
Developer shall have no obligation to construct the New City Hall and may elect, at its sole
discretion, to make the City Hall Payment.
c) No Extension of Timeline Due to Permitted Delay that is not a Litigation
Challenge. For the avoidance of doubt, if, as a result of a Permitted Delay that is not a Litigation
Challenge (and not simply for Developer’s convenience which is addressed by subsection 5.2.7a)
above), Developer submits the MSDP and Master Tentative Map applications more than 12
months and 18 months, respectively, after the Effective Date, then City’s timeline obligations in
Sections 5.2.4 and 5.2.5 will not be extended unless otherwise agreed by Developer in its sole
discretion.
5.2.8 Construction Timeline. If Developer proceeds with construction of the
New City Hall under this Section 5.2, Developer shall complete core and shell construction and
deliver a Warm Shell New City Hall to City within thirty six (36) months after the date City has
obtained City Hall Approval and delivered the New City Hall site to Developer consistent with
Sections 5.2.4 and 5.2.5. Developer shall have no obligation to construct or install any tenant
improvements, off-site improvements, or other improvements that are not specified in the New
City Hall Criteria. Developer shall provide a one (1) year warranty for the Warm Shell work;
warranties and guaranties for other building components and systems, including roof and HVAC,
will be provided per industry standard.
5.2.9 Additional Costs. If the City’s construction plans, specifications and
drawings for the New City Hall deviate from the New City Hall Criteria and such deviations
increase the cost to construct the New City Hall (“Design Deviations”), Developer shall pay the
cost of such Design Deviations not to exceed Four Million Dollars ($4,000,000) (“Deviation
Cost Allowance”). Any Design Deviations that increase New City Hall costs above the
Deviation Cost Allowance shall be the responsibility of the City. The Design Deviations do not
include any of the Excluded Items as defined in Exhibit G. If City desires Developer to construct
one or more of the Excluded Items, Developer may agree to do so in its sole discretion and City
shall bear the cost of any such work. If after meeting and conferring, the Parties are unable to
agree upon whether the New City Hall design is consistent with the New City Hall Criteria, the
Parties will pursue mediation as provided in Section 12.8 below. In addition to paying for
Design Deviations, the Deviation Cost Allowance may also be used to pay for the Increased
Construction Cost.
5.2.10 City Election of City Hall Payment. At any time prior to Developer’s
contracting with a general contractor or commencement of construction of the New City Hall,
City may provide notice to Developer that it will instead accept the City Hall Payment in lieu of,
and release Developer from, any obligation to construct the New City Hall. Developer shall give
City reasonable notice prior to entering into a contract with a general contractor.
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5.2.11 Construction Delay. Developer’s construction contract with its general
contractor will provide for liquidated damages in the amount of $2,500 per day, payable to the
City, if for reasons other than Permitted Delay substantial completion of construction is delayed
beyond the date that is thirty six (36) months after the date City has obtained the City Hall
Approval and delivered the New City Hall site to Developer, provided such liquidated damages
will not be assessed to the extent the delays are the result of City requested change orders,
unreasonable delays by City in providing responses to requests for information or approvals, or a
default by City under the New City Hall agreement to be entered into by the Parties as provided
in Section 5.2.12 below. General Contractor delays in completion of the New City Hall will not
be a default under this Agreement; provided however Developer’s failure to commence
construction of the New City Hall within the times provided or, following commencement
thereof, Developer’s abandonment of the New City Hall shall, following notice and expiration of
applicable cure periods, constitute a default by Developer hereunder.
5.2.12 New City Hall Agreement. Concurrent with the processing of the MSDP
and Master Tentative Map applications, or at such later time as City and Developer may
mutually agree each in its discretion, City and Developer shall prepare a mutually acceptable
form of improvement agreement setting forth in greater detail their respective obligations with
respect to design, development and delivery of the New City Hall. The New City Hall
agreement shall address among other issues, the requirement to either use union labor or, if
required by Applicable Law, to comply with Prevailing Wage Laws, requirements for labor and
materials and performance bonds, completion guarantee, process for submittal and approval of
change orders, and warranty requirements. If the construction procurement needs to go through
the public contracting process under the Public Contract Code due to state mandate then the
Developer shall have no obligation to construct the New City Hall and may instead make the
New City Hall Payment.
5.3 Benefits to School Districts¶.
5.3.1 FUHSD. Developer will enter into a separate agreement with the Fremont
Union High School District (“FUHSD”) setting forth the following terms, or terms acceptable to
FUHSD: (a) if elected by FUHSD, Developer shall lease to FUHSD, for a term of thirty four
(34) years, at a rent of $1 per year on a NNN basis, a twenty five thousand (25,000) square foot
Warm Shell space for adult school and high school innovation center use (“Adult School and
Innovation Center”), together with parking stalls, which will be subject to project-wide shared
parking strategies of the Vallco Specific Plan and subject to reasonable relocation by Developer
from time to time depending on leasing or operational requirements; (b) Developer shall provide
warrantees and guarantees per the industry standard; (c) all tenant improvements will the
responsibility of the FUHSD; (d) Developer will consult in good faith with FUHSD to identify a
mutually acceptable location for the FUHSD premises and parking, provided the final decision as
to location of the leased premises will be at Developer’s reasonable discretion and shall be
identified in Developer’s MSDP; (e) Developer will obtain a Warm Shell occupancy permit and
deliver the space to FUHSD on the earlier of (i) the issuance of the certificate of occupancy for
the last residential building, or (ii) its construction per the Project’s natural progression (i.e., at
the time of certificate of occupancy for the building in which the leased space is agreed to be
located); (f) FUHSD, as tenant, will participate in the Project master association and fair share
cost contribution for typical common area maintenance in the Project component in which the
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Adult School and Innovation Center is located; and (g) provide for FUHSD to elect at its sole
discretion, in lieu of the leased space, to receive a one-time payment of Nine Million Five
Hundred Thousand Dollars ($9,500,000), including the terms on which Developer shall make the
payment; provided, however, in no event shall the payment be made later than issuance of the
last residential building certificate of occupancy. If Developer and FUHSD are unable to reach
agreement on the construction of the Adult School and Innovation Center after good faith efforts,
Developer shall have the option of making the payment described above. Developer’s
obligations under this Section 5.3.1 are in addition to Developer’s obligation to pay Other
Agency Fees imposed by FUHSD.
5.3.2 Payment to CUSD. Developer will enter into a separate agreement with
the Cupertino Unified School District (“CUSD”) setting forth the following terms, or terms
acceptable to CUSD: Developer will make a one-time payment to CUSD in the total amount of
Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000) (subject to reduction as
provided in Section 9.3.4) as directed by CUSD but in any event by no later than issuance of the
last residential building certificate of occupancy. Developer’s obligations under this Section
5.3.2 are in addition to Developer’s obligation to pay Other Agency Fees imposed by CUSD.
5.3.3 Co-Working/Incubator Space. Developer will use good faith efforts to
provide approximately forty thousand (40,000) square feet in co-working (e.g., NeueHouse,
Bespoke, HanaHaus, WeWork, Nextspace, Regus, etc.) or incubator space, in one or more
locations, as determined by Developer. Such space, at Developer’s election, may be counted
against the minimum retail use requirement under the Vallco Specific Plan, provided that the
credit shall not exceed 40,000 sq. ft. of the total retail use requirement.
5.4 Transportation and Transportation Demand Management (TDM) Program¶.
5.4.1 TDM. Developer shall fund and fully implement the TDM Program as
required by the Vallco FEIR MMRP incorporated herein by this reference. The further
particulars of the TDM program and its ongoing implementation shall be set forth in a recordable
TDM Agreement the form of which shall be prepared and mutually agreed upon by the Parties
no later than issuance of the first certificate of occupancy for any building. The TDM
Agreement shall be recorded against each parcel no later than issuance of the first building
permit for vertical construction within that parcel. The term of the TDM Agreement shall
continue as required in the Vested Approvals.
5.4.2 Mobility/Bike Hub. Developer shall include in the Project a mobility
hub , which may include a transit stop, community shuttle stop, a help station, bike hub and/or
café (“Mobility Hub”). Developer and City shall cooperate to establish a location, design and
program for the Mobility Hub that is reasonably acceptable to the Parties. The size and capacity
of Mobility Hub will vary depending on anticipated demand and location context, but shall be at
least 1,000 sq. ft. Uses may include a concierge station, bike hub staffed for bicycle-related
services including secured bike storage, peak-hour staff availability, folding bike or scooter
rentals, same-day repairs, bike and associated equipment sales and bike-related classes and/or a
bike share pod operated by Bay Area Bike Share, and bike racks in the public space, reserved
loading area for drop off/pick up of car shares or autonomous vehicles, and a café as part of a
retail program to serve a cyclist meeting . The Mobility Hub shall be located generally near
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planned transit as approved in the MSDP. Designated car share parking spaces included as part
of the Mobility Hub, if any, may be reduced from the retail parking supply at Developer’s
election as allowed in the Specific Plan.
5.4.3 Community Shuttle. Developer will operate and fund up to a total cost of
One Million Dollars ($1,000,000) a one year pilot program for a community shuttle with the goal
of connecting the two Cupertino high schools and Vallco, as well as an express to Mountain
View Caltrain; the final route shall be based on feasibility and cost to be jointly determined by
Developer and City. (“Pilot Community Shuttle”). The Pilot Community Shuttle shall
commence prior to issuance of the certificate of occupancy on the final office building within the
Project. If the Pilot Community Shuttle is successful and the City elects to establish and operate
an on-going shuttle program (“Permanent Community Shuttle”), Developer and its successors
shall make an annual contribution to the City toward the establishment and annual cost of
operating the Permanent Community Shuttle, in an amount not to exceed Seven Hundred Fifty
Thousand Dollars ($750,000) (“Annual Shuttle Contribution”). If the City establishes the
Permanent Community Shuttle, Developer shall pay the Annual Shuttle Contribution for a period
of nine (9) years, unless the City earlier ceases operation of the Permanent Community Shuttle,
at which point Developer shall have no further obligation to pay the Annual Shuttle
Contribution. Developer has right to prepay the balance of any remaining Annual Shuttle
Contribution at any time. The obligations for the Community Shuttle may be suspended due to
an event of Permitted Delay. Developer’s obligations under this Section 5.4.3 shall survive the
expiration or earlier termination of this Agreement.
5.4.4 Transportation Infrastructure Contribution. Developer shall contribute
Eleven Million Dollars ($11,000,000) (subject to reduction as provided in Section 9.3.4)
(“Transportation Contribution”) to the City to be used for the study, design and construction
of two critical transportation infrastructure projects in the City (i) improvements to the I-
280/Wolfe Road interchange and (ii) the potential future bicycle and pedestrian trail along I-280
immediately to the north of the Project, and commonly known as the Junipero Serra Trail
(collectively, the "Transportation Infrastructure Projects"). Payments shall be made when
the Vested Approvals, MSDP and Master Tentative Map are Final.
5.5 Housing Plan¶. Developer will comply with the Housing Plan, attached hereto as
Exhibit D, with respect to Affordable Housing and Market Rate Units. The City recognizes that
the construction of 534 BMR Units (based on full-build out) goes beyond the requirements of the
City's below market rate housing ordinance and significantly contributes towards reducing the
City's housing shortage and the City achieving its Regional Housing Needs Allocation
obligations.
ARTICLE 6
ANNUAL REVIEW
6.1 Annual Review¶.
6.1.1 Purpose. As required by California Government Code section 65865.1
and Municipal Code section 19.144.060(H), City and Developer shall review this Agreement and
all actions taken pursuant to the terms of this Agreement with respect to the development of the
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Project every twelve (12) months to determine good faith compliance with this Agreement.
Specifically, City’s annual review shall be conducted for the purposes of determining
compliance by Developer with its obligations under this Agreement. Each annual review shall
also document: (a) the status of the Project development, and (b) any extension of the Initial
Term of this Agreement pursuant to Section 2.2.1.
6.1.2 Conduct of Annual Review. The annual review shall be conducted as
provided in this Section 6.1.2. By December 1st of each year, Developer shall provide
documentation of its good faith substantial compliance with this Agreement during the previous
calendar year, including a completed Annual Review Form in the form provided in Exhibit E and
such other information as may reasonably be requested by the City Manager. If the City
Manager finds good faith compliance by Developer with the terms of this Agreement, Developer
shall be notified in writing and the review for that period shall be concluded. If the City
Manager is not satisfied that Developer is performing in accordance with the terms and
conditions of this Agreement, the City Manager shall prepare a written report specifying why the
Developer may not be in good faith compliance with this Agreement, refer the matter to the City
Council, and notify Developer in writing at least fifteen (15) business days in advance of the
time at which the matter will be considered by the City Council. This notice shall include the
time and place of the City Council’s public hearing to evaluate good faith compliance with this
Agreement, a copy of the City Manager’s report and recommendations, if any, and any other
information reasonably necessary to inform Developer of the nature of the proceeding. The City
Council shall conduct a public hearing at which Developer must submit evidence that it has
complied in good faith with the terms and conditions of this Agreement. Developer shall be
given an opportunity to be heard at the hearing. The findings of the City Council on whether
Developer has complied in good faith with this Agreement for the period under review shall be
based upon substantial evidence in the record. If the City Council determines, based upon
substantial evidence, that Developer has complied in good faith with the terms and conditions of
this Agreement, the review for that period shall be concluded. If the City Council determines,
based upon substantial evidence in the record, that Developer has not complied in good faith
with the terms and conditions of this Agreement, or there are significant questions as to whether
Developer has substantially complied in good faith with the terms and conditions of this
Agreement, the City Council, at its option, may continue the hearing and may notify Developer
of the City’s intent to meet and confer with Developer within thirty (30) days of such
determination, prior to taking further action. Following such meeting, the City Council shall
resume the hearing in order to further consider the matter and to make a determination regarding
Developer’s good faith compliance with the terms and conditions of this Agreement. In the
event City determines Developer is not in good faith compliance with the terms and conditions
of this Agreement, City may give the Developer a written Notice of Breach, in which case the
provisions of Section 12.1, below, shall apply.
6.1.3 Failure to Conduct Annual Review. Failure of City to conduct an annual
review shall not constitute a waiver by the City of its rights to otherwise enforce the provisions
of this Agreement nor shall Developer have or assert any defense to such enforcement by reason
of any such failure to conduct an annual review.
6.1.4 Certificate of Compliance. If, at the conclusion of the annual review
described in Section 6.1.2, the Developer is found to be in good faith compliance with this
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Agreement, City shall, upon request by Developer, issue a Certificate of Compliance
(“Certificate”) to Developer stating that after the most recent annual review and based upon the
information actually known to an appropriate official of City specified in such Certificate that:
(a) this Agreement remains in effect, and (b) the Developer is not in Default. The Certificate
shall be in a recordable form, shall contain information necessary to communicate constructive
record notice of the finding of compliance, and shall state the anticipated date of commencement
of the next annual review. Developer may record the Certificate at its sole cost and expense,
without cost or expense to City.
ARTICLE 7
COOPERATION AND IMPLEMENTATION
7.1 Subsequent Approvals ¶. No legislative ordinances or other legislative approvals
are required for development of the Project. Certain other subsequent land use approvals,
entitlements, and permits other than the Vested Approvals, will be necessary or desirable for
implementation of the Project (“Subsequent Approvals”). The Subsequent Approvals include,
without limitation, the following: a Master Site Development Permit for the entirety of the
Property and Project (“MSDP”), other development permits as set forth in the Specific Plan, a
Master Tentative Map for the entirety of the Project and Property, Architectural and Site Review
(“ASR”), demolition and grading permits, make-ready utility permits, excavation permits,
building permits, sewer and water connection permits, certificates of occupancy, additional
subdivision tentative and final maps and/or parcel maps, and improvement plans and public
improvement agreements, and may include lot line adjustments or lot mergers, encroachment
permits, tree removal permits, easements, air rights and other related agreements, and any
amendments to, or repealing of, any of the foregoing. Except as otherwise expressly provided
herein, the City shall not impose requirements or conditions upon the development and
construction of the Project that are inconsistent with the Vested Approvals, including the terms
and conditions of this Agreement, and Subsequent Approvals as obtained from time to time.
7.2 Scope of Review of Subsequent Approvals¶. City, in approving the Vested
Approvals and vesting the Project through this Agreement, is limiting its future discretion with
respect to the Project and Subsequent Approvals, to determining whether the application for a
Subsequent Approval is consistent with and meets the criteria set forth in the Vested Approvals,
and where applicable, other Project Approvals previously granted.
Subject to the foregoing, City reserves discretion to impose appropriate Exactions in
connection with issuance of Subsequent Approvals, as necessary to bring the Subsequent
Approval into compliance with Applicable Law and Vested Approvals, and provided that in
exercising its discretion in connection with consideration of Subsequent Approvals, City agrees
that City shall not revisit the policy decisions reflected by the Vested Approvals, and other
Project Approvals, and the vested rights provided under this Agreement, or impose any
Exactions that would conflict with Applicable Law or the Project Approvals unless expressly
permitted herein or in the Project Approvals. City has made a fundamental and final policy
decision by approving the Vested Approvals that the Tier 2 development program described in
the Vallco Specific Plan, as supported by the public and community benefits reflected in this
Agreement, is in the best interests of the public health, safety and general welfare, and City shall
not use its discretionary authority in considering any application for a Subsequent Approval to
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change the legislative or policy decisions reflected by the Vested Approvals, including, without
limitation, to reduce the density, permitted uses, number of residential units, square footage of
office development or other Tier 2 development program elements, or otherwise to change or
prevent the construction, operation, or maintenance of the Project as contemplated by the Vested
Approvals.
Subject to the foregoing, Exactions imposed on Subsequent Approvals may include
dedications of land for public uses and requirements that Developer construct or cause the
construction of ancillary public rights-of-way and internal streets, utilities, and public facilities,
including all applicable in-tract subdivision improvements. At such time as any Subsequent
Approval applicable to the Property is approved by City, then such Subsequent Approval shall
become subject to all the terms and conditions of this Agreement applicable to Project Approvals
and shall be automatically vested and treated as a “Project Approval” under this Agreement.
7.3 Processing Applications for Subsequent Approvals¶.
7.3.1 Timely Submittals by Developer. Developer acknowledges that City
cannot begin processing applications for Subsequent Approvals until Developer submits
substantially complete applications. Developer shall submit an application for the MSDP with
respect to the entirety of the Property and Project in accordance with the requirements of the
Specific Plan and pay all applicable Processing Fees and any and other fees and deposits therefor
within twelve (12) months of the Effective Date and shall submit an application for the Master
Tentative Map and pay all applicable Processing Fees and any and other fees and deposits
therefor within eighteen (18) months of the Effective Date. The MSDP application shall contain,
among other information, information necessary to address the elements identified in Section 7.3
of the Specific Plan. The times for submittal of the MSDP and Master Tentative Map
applications will be extended an additional six (6) months if Developer has made substantial
progress towards completing, and is in good faith discussions with the City regarding, the
applications, including having designed the Project in a manner that complies with the Vested
Approvals. Failure to strictly adhere to the timelines in this Section 7.3.1 shall not be a
terminable default under this Agreement; provided, however, a failure by Developer to make a
good faith effort to prepare and submit applications may, following notice and expiration of
applicable cure periods, constitute a Default hereunder. After approval of a MSDP and Master
Tentative Map for the Project or portion of the Property, Developer will submit applications for
Subsequent Approvals such as for an ASR, landscaping details, use permits (where required),
tree removal, encroachments, and all other required Subsequent Approvals. Developer may
process an ASR for a portion or all of the Property concurrently with its MSDP and Master
Tentative Map applications. In order to meet the MSDP and Master Tentative Map schedules
and timely process all Subsequent Approvals, Developer shall use good faith efforts to (a)
provide to City in a timely manner any and all documents, applications, plans, and other
information necessary for City to carry out its obligations hereunder; and (b) cause Developer’s
planners, engineers, and all other consultants to provide to City in a timely manner all such
documents, applications, plans and other materials required under Applicable Law. It is the
express intent of Developer and City to cooperate and to diligently and expeditiously work to
obtain any and all Subsequent Approvals. Developer may seek and obtain Subsequent
Approvals for and construct and install Project Neutral Work independent of and either before or
after obtaining a MSDP and Master Tentative Map.
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7.3.2 Timely Processing by City. Upon submission by Developer of applicable
applications, Processing Fees and any and all other fees and deposits for any pending Subsequent
Approval, City shall, to the full extent allowed by Applicable Law, promptly, diligently and
expeditiously, subject to City ordinances, policies and procedures regarding hiring and
contracting, commence and complete all steps necessary to act on Developer’s currently pending
Subsequent Approval applications including: (a) providing, at Developer’s request and expense
and subject to Developer’s request and prior approval, reasonable overtime staff assistance,
additional staff and/or staff consultants for concurrent, expedited planning and processing of
each pending Subsequent Approval application; (b) if legally required, providing notice and
holding public hearings; and (c) acting on any such pending Subsequent Approval application.
Upon submittal of an MDSP or ASR application, City and Developer shall meet and confer and
agree on an expeditious schedule, giving priority to Project applications. The Parties will agree
upon a processing schedule within 30 days of submittal of an MDSP, Master Tentative Map, or
ASR application, and both Parties shall use good faith efforts to meet all schedule deadlines.
Schedule modification shall be mutually agreed to, which shall not be unreasonably withheld,
conditioned or delayed. Absent the need for additional CEQA review, consistent with Section
7.3.3, City has committed to taking such actions as are reasonably necessary to process the
MSDP and Master Tentative Map within 180 days of receipt of a complete application and an
ASR within 120 days of a complete application. The MSDP shall be considered by the City
Council as set forth in the Specific Plan. To the greatest extent permitted by the Vested
Approvals or Applicable Law, Subsequent Approvals after approval of the MDSP will be
processed administratively by City staff. Developer’s obligation to pay for the processing of
Subsequent Approvals, including staff time, materials and third-party consultants, shall be based
on the City’s actual out-of-pocket costs, plus a 15% markup of consultant costs, per existing
policy, to cover City’s costs of managing such third-party consultants and administering their
contracts. In processing Subsequent Approvals, City shall consider existing tenants that wish to
remain on site for the duration of their existing leases
7.3.3 CEQA. In connection with its consideration and approval of the Vallco
Specific Plan, and the other Vested Approvals for the Project, the City prepared and certified the
Vallco FEIR, which evaluated the environmental effects of the Vested Approvals for the Project,
and has imposed mitigation measures to reduce the significant environmental effects therefrom.
The Parties acknowledge that certain Subsequent Approvals may legally require additional
analysis under CEQA. Nothing contained in this Agreement is intended to prevent or limit the
City from complying with CEQA. In acting on Subsequent Approvals, City will rely on the
Vallco FEIR to the fullest extent permissible by CEQA as determined by City in its reasonable
discretion. In the event supplemental or additional review is required for a Subsequent Project
Approval, City shall limit such supplemental or additional review to the scope of analysis
mandated by CEQA and shall not impose new mitigation measures except as legally required, all
as determined by the City as the lead agency under CEQA in its reasonable discretion.
7.4 Other Agency Subsequent Approvals; Authority of City¶. City shall cooperate
with Developer, to the extent appropriate and as permitted by Applicable Law, in Developer’s
efforts to obtain, as may be required, Other Agency Subsequent Approvals.
7.5 Consents¶. Whenever a determination, approval, consent or satisfaction
(“Consent”) is required of a Party pursuant to this Agreement, such Consent shall not be
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unreasonably withheld or delayed. If a Party does not Consent, the reasons therefor shall be
stated in reasonable detail in writing. Consent by a Party to or of any act or request by the other
Party shall not be deemed to waive or render unnecessary Consent to or of similar or subsequent
acts or requests
7.6 Subdivision¶.
7.6.1 Generally. The Project will be subdivided into various Project parcels,
including common area parcels, building parcels, common facility parcels, including vertical
subdivisions of certain components and other building components that would be described on
subdivision maps and/or subsequent future condominium plans. Within the timeframes set out in
Section 7.3.1, Developer shall submit an application for a Master Tentative Map for the entirety
of the Property and Project. At its election, Developer may submit multiple additional tentative
maps or final maps for each phase or other portions of the Property.
7.6.2 Condominiums. Developer may elect to establish some of these separate
building or block parcels as mixed use condominium components, as follows:
a) Developer shall have the right to establish residential buildings or,
alternatively, residential components within buildings as condominium projects, provided that
individual condominium units make up no more than 50% of all residential units.
b) Developer shall have discretion as to whether and when to market and sell
any such individual market rate residential units and when or whether to make application to
obtain a public report from the California Department of Real Estate for the future sales of any
such units.
7.6.3 Common Areas. Common areas, which may also be established as
separate common area parcels or as common easement parcels, such as commonly used parking
garages, including the proposed underground garage, and other shared commonly used amenities
and facilities, such as At Grade or above grade open space, plazas, sidewalks and walkways,
surface parking, signage, common landscaping, such as parkways and medians, common
security, common area trash collection, driveways, storm water facilities and other common use
amenities or easement areas, including areas adjacent to building parcels, will be established on
subdivision maps and easement documents. These common areas or common easement areas
will be owned, operated, maintained, repaired and replaced by a master property owners’
association and/or by separate owners or renters association(s) as established under the
provisions of a master declaration of covenants, conditions and restrictions for the Project
(“CC&Rs”). The CC&Rs will provide a centralized and cohesive system of restrictions and
standards for management, operation and use of the Project as a mixed use center under the
control of the master center association in conformance with this Agreement and the Project
Approvals and for the maintenance, repair and replacement of common areas and common
facilities. Provisions of CC&Rs addressing maintenance, repair and replacement of publicly
accessible common areas, including parks, plazas, and open space, including remedies for failure
to comply with such provisions and City’s third party beneficiary enforcement rights and
remedies thereunder, shall be subject to the City Attorney’s review and approval not to be
unreasonably withheld.
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7.6.4 Permitted Subdivision. Subdivision is permitted throughout the Property
and Project to (i) accommodate development phasing, including for building parcels or blocks,
and associated landscaping, open space, common facilities, streets and parking; (ii)
accommodate financing; (iii) promote a mix of rental and ownership residential options; and (iv)
facilitate the development of subsidized affordable housing and senior housing, including in the
Office/Mixed-Use District. Up to one parcel per block and west of Wolfe Road one parcel per
building (regardless of land use) is permitted, provided that the following land uses may be
further divided into separate parcels in Developer’s sole discretion as follows:
a) Retail: One parcel per building west of Wolfe Road or block east of Wolfe
Road, provided that up to five of such retail parcels can be further subdivided to create additional
retail ownership units, and provided further that the Property includes a maximum number of
retail parcels equal to or less than the number of retail blocks or buildings, as applicable, plus
five.
b) Residential:
(i) Senior Housing: Senior Housing that meets the definition in Civil
Code sections 51.2 and 51.3 may be divided into a single parcel, notwithstanding other
residential uses on the street block.
(ii) Subsidized Affordable Housing: Subsidized affordable housing
may be divided into a single parcel, notwithstanding other residential uses on the street block.
(iii) Individual Condominium Units: Parcelization to create individual
market and moderate rate residential condominium units, including potentially Senior Housing
units, subject to the limitations of Section 7.6.2(a) above.
c) Hotel: Each individual hotel may be a separate parcel.
d) Civic/Cultural: PAC, Adult School and Innovation Center, or other civic
uses may be separate parcels.
e) Common Areas: Common areas set forth below may be on a separate
parcel:
(i) Streets
(ii) Open space
(iii) Common area landscaping associated with individual buildings or
uses; and
(iv) Parking lots and/or garage facilities, above-, at-, or below-grade.
7.7 Existing, Continuing Uses and Interim Uses¶. The Parties acknowledge that the
existing uses on the Property as of the Effective Date are lawfully authorized uses and may
continue until modified in accordance with Applicable Law or replaced by the Project, provided
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that any modification thereof shall not be considered a component of the Project and shall not
extend the term of existing leases or other rights of occupancy. Developer may install interim or
temporary uses on the Property, consistent with the Vested Approvals.
ARTICLE 8
AMENDMENT OF AGREEMENT AND PROJECT APPROVALS
8.1 Amendment by Written Consent¶. Except as otherwise expressly provided herein
(including Section 6.1 relating to City’s annual review and Section 12.3 relating to termination in
the event of a breach), this Agreement may be terminated, modified or amended only by mutual
written consent of the Parties hereto or their successors in interest or assignees and in accordance
with the provisions of Government Code sections 65967, 65867.5 and 65868.
8.2 Project Approval Amendments¶. To the extent permitted by Applicable Law,
Project Approvals may, from time to time, be amended in the following manner:
8.2.1 Administrative Project Amendments. Upon Developer’s written request
for an amendment or modification to the Project Approvals, the City Manager shall determine:
(i) whether the requested amendment or modification is minor when considered in light of the
Project as a whole; and (ii) whether the requested amendment or modification is consistent with
this Agreement and Applicable Law. If the City Manager or his/her designee finds, in his or her
sole discretion, that the proposed amendment or modification is minor, consistent with this
Agreement and Applicable Law, and will result in no new significant impacts not addressed and
mitigated in the EIR, the amendment or modification shall be determined to be an
“Administrative Project Amendment” and shall not require an amendment to this Agreement.
Upon the City Manager’s written approval, an Administrative Project Amendment shall be
automatically incorporated into the applicable Project Approvals and this Agreement. Without
limiting the foregoing, and by way of example, after City approval of the MSDP and Master
Tentative Map and other applicable Subsequent Approvals, Developer requests for adjustments
to lot lines or other minor changes to subdivision maps or improvement plans, minor changes in
land uses involving minimal acreage, minor alterations in vehicle circulation patterns or vehicle
access points, minor changes in the amount of parking and parking layout, changes in pathway
alignments, substitutions of comparable landscaping for any landscaping shown on any final
development plan or landscape plan, variations in the location of structures that do not
substantially alter the infrastructure connections or facilities that do not substantially alter the
design concepts of the Project, and minor adjustments to the Site Map or Property Description
may be treated as Administrative Project Amendments.
8.2.2 Major Project Amendments. Any amendment to the Project Approvals
which is determined not to be an Administrative Project Amendment as set forth above in
Section 8.2.1 shall be deemed a “Major Project Amendment”. A Major Project Amendment,
shall be processed in the same manner and require the same approvals as the original Project
Approval, including, where so required, giving of notice and a public hearing before the
Planning Commission and City Council in accordance with the Applicable Law. The City
Manager or his or her designee shall have the authority to determine if an amendment is a Major
Project Amendment subject to this Section 8.2.2 or an Administrative Project Amendment
subject to Section 8.2.1 above.
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8.3 Amendment of this Agreement¶. This Agreement may be amended from time to
time, in whole or in part, by mutual written consent of the parties or their successors in interest,
as follows:
8.3.1 Administrative Agreement Amendments. Any amendment to this
Agreement which does not substantially affect (a) the Term; (b) permitted uses of the Property;
(c) provisions for the reservation or dedication of land; (d) conditions, terms restrictions or
requirements for Subsequent Approvals; (e) increases in the density or intensity of the use of the
Property or the maximum height or size of proposed buildings; (f) monetary contributions by
Developer; or (g) the provision of the public benefits described in Article 5, shall be deemed an
“Administrative Agreement Amendment” and the City Manager or his or her designee, except
to the extent otherwise required by Applicable Law, may approve the Administrative Agreement
Amendment without notice and public hearing.
8.3.2 Major Agreement Amendments. Any amendment to this Agreement
which is determined not to be an Administrative Agreement Amendment as set forth above in
Section 8.3.1 shall be deemed a “Major Agreement Amendment” and shall require giving of
notice and a public hearing before the Planning Commission and City Council in accordance
with Applicable Law. The City Manager or his or her designee shall have the authority, in his or
her sole discretion, to determine if an amendment is a Major Agreement Amendment subject to
this Section 8.3.2 or an Administrative Agreement Amendment subject to Section 8.3.1 above.
8.3.3 Requirement for Writing. No modification, amendment or other change to
this Agreement or any provision hereof shall be effective for any purpose unless specifically set
forth in a writing which refers expressly to this Agreement and is signed by duly authorized
representatives of both Parties or their successors in interest. A copy of any change shall be
provided to the City Council within thirty (30) days of its execution.
8.4 Amendments to Development Agreement Statute¶. This Agreement has been
entered into in reliance upon the provisions of the Development Agreement Statute as those
provisions existed as of the date of execution of this Agreement. No amendment or addition to
those provisions which would materially affect the interpretation or enforceability of this
Agreement shall be applicable to this Agreement, unless such amendment or addition is
specifically required by the California State Legislature, or is mandated by a court of competent
jurisdiction. If such amendment or change is permissive (as opposed to mandatory), this
Agreement shall not be affected by same unless the Parties mutually agree in writing to amend
this Agreement to permit such applicability.
ARTICLE 9
INSURANCE, INDEMNITY AND COOPERATION IN THE EVENT OF LEGAL
CHALLENGE
9.1 Insurance Requirements¶. Prior to commencement of construction activities and
through completion of all construction activities (including demolition) for the Project,
Developer shall procure and maintain, or cause its contractor(s) to procure and maintain, a
commercial general liability policy in an amount not less than two million ($2,000,000)
combined single limit, including contractual liability together with a comprehensive automobile
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liability policy in the amount of one million ($1,000,000), combined single limit. Such policy or
policies shall be written on an occurrence form, so long as such form of policy is then commonly
available in the commercial insurance marketplace. Developer’s insurance shall be placed with
insurers with a current A.M. Best’s rating of no less than A-:VII or a rating otherwise approved
by the City in its sole discretion. Developer shall furnish at City’s request appropriate
certificate(s) of insurance evidencing the insurance coverage required hereunder, and City Parties
shall be named as additional insured parties in such policies. The certificate of insurance shall
contain a statement of obligation on the part of the carrier to notify City of any material change,
cancellation or termination of the coverage at least thirty (30) days in advance of the effective
date of any such material change, cancellation or termination (ten (10) days advance notice in the
case of cancellation for nonpayment of premiums) where the insurance carrier provides such
notice to the Developer. Coverage provided hereunder by Developer shall be primary insurance
and shall not be contributing with any insurance, self-insurance or joint self-insurance
maintained by City, and the policy shall contain such an endorsement. The insurance policy or
the endorsement shall contain a waiver of subrogation for the benefit of City.
9.2 Indemnity and Hold Harmless¶. Developer shall indemnify, defend (with counsel
reasonably acceptable to City) and hold harmless City Parties from and against any and all
present and future Claims, including Claims for any bodily injury, death, or property damage,
resulting directly or indirectly from the development or construction of the Project and, if
applicable, the New City Hall by or on behalf Developer, compliance with the terms of this
Agreement, including the construction and/or provision of public or community benefits, and/or
from any other acts or omissions of Developer under this Agreement, whether such acts or
omissions are by Developer or any of Developer’s contractors, subcontractors, agents or
employees, except to the extent such Claims arise from the active negligence or willful
misconduct of any City Party. This Section 9.2 includes any and all present and future Claims
arising out of or in any way connected with Developer’s or its contractors’ obligations to comply
with any applicable State Labor Code requirements and implementing regulations of the
Department of Industrial Relations pertaining to “public works” (collectively, “Prevailing Wage
Laws”), including all claims that may be made by contractors, subcontractors or other third party
claimants pursuant to Labor Code sections 1726 and 1781. Developer’s obligations under this
Section 9.2 shall survive the expiration or earlier termination of this Agreement.
9.3 Defense and Cooperation in the Event of a Litigation Challenge¶.
9.3.1 Cooperation. City and Developer shall cooperate in the defense of any
court action or proceeding instituted by a third party or other governmental entity or official
challenging the validity of any provision of this Agreement, or the Project Approvals
(“Litigation Challenge”), and the Parties shall keep each other informed of all developments
relating to such defense, subject only to confidentiality requirements that may prevent the
communication of such information. To the extent Developer desires to contest or defend such
Litigation Challenge, (a) Developer shall take the lead role defending such Litigation Challenge
and may, in its sole discretion, elect to be represented by the legal counsel of its choice, with the
costs of such representation, including Developer’s administrative, legal and court costs, paid by
Developer; (b) City may, in its sole discretion, elect to be separately represented by the legal
counsel of its choice in any such action or proceeding with the costs of such representation,
including City’s administrative, legal, and court costs and City Attorney oversight expenses, paid
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by City; and (c) Developer shall indemnify, defend, and hold harmless City Parties from and
against any damages, attorneys’ fees or cost awards, including attorneys’ fees awarded under
Code of Civil Procedure section 1021.5, assessed or awarded against City by way of judgment,
settlement, or stipulation. Any proposed settlement of a Litigation Challenge shall be subject to
Developer’s and City’s approval not to be unreasonably withheld, conditioned or delayed. If the
terms of the proposed settlement would constitute an amendment or modification of this
Agreement or any Project Approvals, the settlement shall not become effective unless such
amendment or modification is approved by Developer and City in accordance with Applicable
Law, and City reserves its full legislative discretion with respect to any such City approval. If
Developer opts not to contest or defend such Litigation Challenge, City shall have no obligation
to do so. Developer’s obligations under this Section 9.3.1 shall survive the expiration or earlier
termination of this Agreement.
9.3.2 Processing Subsequent Approvals. Unless prevented by law or court
order, City shall continue to process applications for Subsequent Approvals during the pendency
of any Litigation Challenge and until the Project Approval which is the subject of such Litigation
Challenge is Final in accordance with this Agreement.
9.3.3 Public Benefit Funds. During the pendency of any Litigation Challenge or
referendum or initiative, and until the Project Approval which is the subject of such Litigation
Challenge or referendum or initiative is Final, Developer may request that City not expend or
commit to third parties any portion of the public benefits funds described in Article 5. Upon
receipt of such request City shall sequester the portions of such public benefit funds, if any, not
previously committed, expended, or transferred to third party until such time as the Project
Approval which is the subject of such Litigation Challenge or referendum or initiative becomes
Final.
9.3.4 Effect of Litigation Challenge on Developer Obligations. If a Litigation
Challenge or referendum or initiative is brought with respect to the validity of the Vested
Approvals, then the dollar amount of the Transportation Infrastructure Contribution will be
reduced by fifty percent (50%), the dollar amount of the payment to CUSD shall be reduced to
Nine Million Five Hundred Thousand Dollars ($9,500,000), and the maximum time period for
the Annual Shuttle Contribution will be reduced to 4 years.
ARTICLE 10
ASSIGNMENT, TRANSFER AND NOTICE
10.1 General¶. Because of the necessity to coordinate development of the entirety of
the Property pursuant to the Project Approvals and plans for the Project, particularly with respect
to the provision of public benefits as provided in Article 5, certain restrictions on the right of
Developer to assign or transfer its interest under this Agreement with respect to the Property, or
any portion thereof, are necessary in order to assure the achievement of the goals, objectives and
public benefits of the Project and this Agreement. Developer agrees to and accepts the
restrictions set forth in this Article 10 as reasonable and as a material inducement to City to enter
into this Agreement.
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10.2 Notice of Assignment¶. Developer shall provide the City with written notice of
any proposed transfer or assignment of Developer’s rights or obligations hereunder (each, an
“Assignment”) at least thirty (30) days prior to such Assignment and request City’s consent to
such Assignment, as provided herein. Each such notice of proposed Assignment shall be
accompanied by evidence of the financial information set forth below, if applicable, and a
proposed form of Assignee’s assumption of Developer’s obligations hereunder in the form of
Exhibit F, which would be recorded in the Official Records of Santa Clara County concurrent
with the transfer. Developer shall pay the actual costs borne by City in connection with its
review of the proposed Assignment, including the costs incurred by the City Attorney’s Office.
10.3 Assignment Processing¶.
(i) Prior to City approval of the MSDP and Master Tentative Map,
Developer shall not transfer, or assign all or any portion of its rights, interests or
obligations of this Agreement, other than to an Affiliated Party, without the prior
written approval of City, which may be granted or denied in City’s sole and
absolute discretion.
(ii) Except for a permitted Assignment to an Affiliated Party, prior to
substantial completion of the New City Hall Warm Shell, or Developer’s payment
of the City Hall Payment to City in accordance with Section 5.2 of this
Agreement, (i) Developer shall not transfer or assign all or any portion of its
rights, interests or obligations under the Agreement with respect to the New City
Hall, and (ii) except as otherwise provided in this subparagraph below, Developer
shall not transfer or assign its rights, interests or obligations under this Agreement
with respect to more than 50% of the gross acreage of the Property, without the
prior written approval of City, which may be granted or denied in City’s sole and
absolute discretion. Notwithstanding the foregoing, if Developer desires to
transfer more than 50% of the gross acreage of the Property, Developer may
deliver to City the sum of Thirty Five Million Dollars ($35,000,000) which City
shall place in a construction escrow that will be subject to joint escrow
instructions reasonably acceptable to the Parties providing, among other things,
for (a) City’s right to withdraw an amount equal to the City Hall Payment at any
time prior to Developer’s entry into a construction contract with a general
contractor for construction of the New City Hall, and (b) once Developer enters
into such construction contract, the terms under which Developer will be entitled
to draw down funds in the escrow to pay labor and materials costs of constructing
the New City Hall. Upon full funding of the escrow and execution of mutually
acceptable joint escrow instructions, Developer shall be permitted to proceed with
transfer of more than 50% of the Property, subject to compliance with the terms
of subparagraph (iii) below.
(iii) After City approval of the MSDP and Master Tentative Map, and
subject to the limitations in Subsection 10.3(ii) above, Developer shall have the
right to transfer or assign its rights and obligations under this Agreement to any
person, partnership, joint venture, firm, company, corporation or other entity (any
of the foregoing, an “Assignee”) subject to the written consent of City, which
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shall not be unreasonably withheld, delayed or conditioned so long as the
proposed Assignee, to the reasonable satisfaction of the City Manager has
experience acting as the developer of projects with similar size and complexity to
the portion of the Project being transferred and the Assignee has the financial
resources necessary to meet its obligations under the proposed Assignment. If the
City Manager does not provide consent, he or she shall state the reasons for the
decision, and the corrections to be made to obtain such consent.
(iv) If an Assignee is taking ownership of a single building pad or
single building condominium component only and no obligations to construct any
off-parcel public improvements or publicly accessible improvements other than
building pad frontage improvements are being assigned, then no City consent to
the Assignment shall be required.
10.4 Expedited Financial Capability Review¶. It shall be presumptively determined that
a proposed Assignee has the requisite financial resources under Section 10.3(iii) above, if the
proposed Assignee has Liquid Assets in an amount that is not less than one hundred twenty five
percent (125%) of the reasonably estimated cost to meet its obligations under the proposed
Assignment. For purposes of the foregoing “Liquid Assets” shall mean any of the following,
but only to the extent owned individually, free of security interests, liens, pledges, charges or any
other encumbrance: (a) cash; (b) certificates of deposit (with a maturity of two years or less)
issued by, or savings account with, any bank or other financial institution reasonably acceptable
to City Manager; (c) marketable securities listed on a national or international exchange, marked
to market; or (d) unfunded but contractually committed capital requirements of direct or indirect
investors in proposed Assignee.
10.5 Affiliated Party¶. Notwithstanding any other limitations in this Article 10,
Developer may, upon provision of Notice and execution of an agreement documenting such
Assignment in accordance with Section 10.2, at any time, assign its rights and obligations under
this Agreement with respect to all or any portion of the Property without the consent of City to
any corporation, limited liability company, partnership or other entity which is controlling of,
controlled by, or under common control with Developer, and “control,” for purposes of this
definition, means effective management and control of the other entity, subject only to major
events requiring the consent or approval of the other owners of such entity (“Affiliated Party”).
10.6 Partial Assignment¶. Subject to the limitations set forth in this Article 10, in the
event of a transfer of a portion of the Property, Developer shall have the right to assign its rights,
duties and obligations under this Agreement that are applicable to the transferred portion, and
retain all rights, duties and obligations applicable to the retained portions of the Property. Upon
Developer’s request, City, at Developer’s expense, shall cooperate with Developer and any
proposed Assignee to allocate rights, duties and obligations under this Agreement and the Project
Approvals between the assigned portion of the Property and the retained Property. Assignee
shall succeed to the rights, duties and obligations of Developer only with respect to the parcel or
parcels, or portion of the Property so purchased, transferred, ground leased or assigned, and
Developer shall continue to be obligated under this Agreement with respect to any remaining
portions of the Property retained by Developer and not assigned.
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10.7 Release of Transferring Developer¶. Notwithstanding any sale, transfer or
assignment of all or a portion of the Property, Developer shall continue to be obligated under this
Agreement as to all or the portion of the Property so transferred unless it is a permitted
Assignment or City has consented to the Assignment as provided above. If the required City
consent is given or if no such consent is required, then Developer shall be released from any
further liability or obligation under this Agreement related to the transferred Property as
specified in the Assignment and Assumption Agreement, and the Assignee shall be deemed to be
the Developer under this Agreement with all rights and obligations related thereto, with respect
to such transferred Property, and City shall provide Developer a written instrument to such effect
in a form and substance reasonably satisfactory to Developer. Notwithstanding anything to the
contrary contained in this Agreement, if a Assignee Defaults under this Agreement, such Default
shall not constitute a Default by Developer (or any other Assignee) with respect to any other
portion of the Property hereunder and shall not entitle City to terminate or modify this
Agreement with respect to such other portion of the Property.
10.8 Assignment to Financial Institutions or Mortgagee¶. Notwithstanding any other
provision of this Agreement, Developer may assign all or any part of its rights and duties under
this Agreement to any financial institution or Mortgagee from which Developer has borrowed
funds for use in constructing the Project or otherwise developing the Property and neither such
Assignment nor the financing shall require consent from City. A conditional assignment or other
transfer by a financial institution or Mortgagee back to Developer as part of any financing
transaction shall not require the City’s consent.
10.9 Successive Assignment¶. In the event there is more than one Assignment under
the provisions of this Article 10, the provisions of this Article 10 shall apply to each successive
Assignment and Assignee.
10.10 Rights of Developer¶. The provisions in this Article 10 shall not be deemed to
prohibit or otherwise restrict Developer from (i) granting easements or licenses or modifying
existing easements to facilitate development of the Property consistent with the Project
Approvals, (ii) encumbering the Property or any portion hereof or of the improvements thereon
by a Mortgage securing financing with respect to the Property or Project, (iii) granting a
leasehold interest in portions of the Property, (iv) entering into a joint venture agreement or
similar partnership agreement to fulfill its obligations under this Agreement, (v) transferring all
or a portion of the Property pursuant to a foreclosure, conveyance in lieu of foreclosure, or other
remedial action in connection with a Mortgage, or to any transferee from a Mortgagee or owner
of the Property upon foreclosure or after a conveyance in lieu of foreclosure, or (vi) transferring
title to individual market-rate residential condominium units and obtaining evidence of
termination of this Agreement with respect to any such transferred units, or (vii) transferring any
completed components of public plazas, parking and other project common areas, as well as
certain limited obligations that are appropriate to a master property owners’ association, such as
on-going TDM and community shuttle.
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ARTICLE 11
MORTGAGEE PROTECTION
11.1 Mortgagee Protection¶. Neither entering into this Agreement nor a breach hereof
shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and
for value. Nothing in this Agreement shall prevent or limit Developer, at its sole discretion, from
granting one or more Mortgages encumbering all or a portion of Developer’s interest in the
Property or portion thereof or improvement thereon as security for one or more loans or other
financing, but all of the terms and conditions contained in this Agreement shall be binding upon
and effective against and shall run to the benefit of Mortgagee who acquires title or possession to
the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure or
otherwise.
11.2 Mortgagee Not Obligated¶. No Mortgagee (including one who acquires title or
possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of
foreclosure or otherwise) shall have any obligation to construct or complete construction of
improvements, or to guarantee such construction or completion; provided, however, that a
Mortgagee shall not be entitled to devote the Property to any use except in full compliance with
this Agreement and the other Project Approvals nor to construct any improvements thereon or
institute any uses other than those uses or improvements provided for or authorized by this
Agreement, or otherwise under the Project Approvals. Except as otherwise provided in this
Section 11.2, all of the terms and conditions contained in this Agreement and the other Project
Approvals, shall be binding upon and effective against and shall run to the benefit of any person
or entity, including any Mortgagee, who acquires title or possession to the Property, or any
portion thereof, or its transferee.
11.3 Notice of Default to Mortgagee¶. If City receives a notice from a Mortgagee
requesting a copy of any Notice of Default given Developer hereunder and specifying the
address for service thereof, then City agrees to deliver to such Mortgagee, concurrently with
service thereon to Developer, any Notice of Default given to Developer. Failure to so deliver
such Notice of Default will invalidate such Notice as to the Mortgagee. Each Mortgagee shall
have the right during the same period available to Developer to cure or remedy, or to commence
to cure or remedy, the event of Default claimed or the areas of noncompliance set forth in City’s
Notice of Default. If a Mortgagee is required to obtain possession in order to cure any Default,
the time to cure shall be tolled so long as the Mortgagee is attempting to obtain possession,
including by appointment of a receiver or foreclosure, but in no event may this period exceed
120 days from the date the City delivers the Notice of Default to Developer.
11.4 No Supersedure¶. Nothing in this Article 11 shall be deemed to supersede or
release a Mortgagee or modify a Mortgagee’s obligations under any subdivision or public
improvement agreement or other obligation incurred with respect to the Project outside this
Agreement, nor shall any provision of this Article 11 constitute an obligation of City to such
Mortgagee, except as to rights under Sections 10.8 and 11.1 and the notice requirements of
Section 11.3.
11.5 Mortgagee Requested Amendments¶. City agrees that it will expeditiously process
any request by Developer to amend this Agreement, at the expense of Developer, to meet the
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requirements of any lender or Mortgagee for the Project. The Parties further agree that any
amendment to the Mortgagee Protection provisions of this Agreement required to conform to
current industry practice, as determined by City, would qualify as an Administrative Agreement
Amendment and may be processed in accordance with the provisions of Article 8 of this
Agreement.
ARTICLE 12
DEFAULT; REMEDIES; TERMINATION
12.1 Breach and Default¶. Subject to Section 2.2.3 (Tolling of Term), a Permitted
Delay in Section 13.4 or a mutual extension pursuant to Section 13.11, except as otherwise
provided by this Agreement, breach of, failure, or delay by either Party to perform any term or
condition of this Agreement shall constitute a “Default.” In the event of any alleged Default of
any term, condition, or obligation of this Agreement, the Party alleging such Default shall give
the defaulting Party notice in writing specifying the nature of the alleged Default and the manner
in which the Default may be satisfactorily cured (“Notice of Breach”). The defaulting Party
shall cure the Default within thirty (30) days following receipt of the Notice of Breach, provided,
however, if the nature of the alleged Default is non-monetary and such that it cannot reasonably
be cured within such thirty (30) day period, then the commencement of the cure within such time
period, and the diligent prosecution to completion of the cure thereafter at the earliest practicable
date, shall be deemed to be a cure, provided that if the cure is not so diligently prosecuted to
completion, then no additional cure period shall be required to be provided. If the alleged failure
is cured within the time provided above, then no Default shall exist and the noticing Party shall
take no further action to exercise any remedies available hereunder. If the alleged failure is not
cured, then a Default shall exist under this Agreement and the non-defaulting Party may exercise
any of the remedies available under this Agreement.
12.2 No Cross-Default¶. Notwithstanding anything to the contrary in this Agreement, if
Developer has completed an Assignment, so that its interest in the Property has been divided
between the Developer and one or more Assignees, then any determination that a party is in
Default or any termination of this Agreement or portion thereof pursuant to Article 12 of this
Agreement shall be effective only to the Party to whom the determination is made and the
portions of the Property in which such Party has an interest.
12.3 Termination¶. In the event of a Default by a Party, the non-defaulting Party shall
have the right to terminate this Agreement upon giving notice of intent to terminate pursuant to
Government Code section 65868 and regulations of City implementing such section. Following
notice of intent to terminate, the matter shall be scheduled for consideration and review in the
manner set forth in Government Code section 65867 and City regulations implementing said
section. Following consideration of the evidence presented in said review before the City
Council, a Party alleging Default by the other Party may give written notice of termination of
this Agreement to the other Party. Termination of this Agreement shall be subject to the
provisions of Section 12.9 hereof.
12.4 Specific Performance for Violation of a Condition¶. If City issues a Project
Approval pursuant to this Agreement in reliance upon a specified condition being satisfied by
Developer in the future, and if Developer then fails to satisfy such condition, City shall be
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entitled to an award of specific performance for the purpose of causing Developer to satisfy such
condition.
12.5 Legal Actions¶.
12.5.1 Institution of Legal or Equitable Actions. In addition to any other rights or
remedies, a Party may institute legal or equitable action for mandamus, specific performance or
other injunctive or declaratory relief to cure, correct or remedy any Default, to enforce any
covenants or agreements herein, to enjoin any threatened or attempted violation thereof, or to
obtain any other remedies consistent with the purpose and terms of this Agreement. Any such
legal action shall be brought in the Superior Court for Santa Clara County, California, except for
actions that include claims in which the Federal District Court for the Northern District of the
State of California has original jurisdiction, in which case the Northern District of the State of
California shall be the proper venue.
12.5.2 Acceptance of Service of Process. In the event that any legal action is
commenced by Developer against City, service of process on City shall be made by personal
service upon the City Clerk of City or in such other manner as may be provided by law. In the
event that any legal action is commenced by City against Developer, service of process on
Developer shall be made by personal service upon Developer’s General Counsel, Developer’s
registered agent for service of process, or in such other manner as may be provided by law.
12.6 Rights and Remedies Are Cumulative¶. The rights and remedies of the Parties are
cumulative, and the exercise by a Party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same Default or any other Default by the other Party, except as otherwise expressly provided
herein.
12.7 No Damages¶. In no event shall a Party, or its boards, commissions, officers,
agents or employees, be liable in damages for any Default under this Agreement, it being
expressly understood and agreed that the sole legal remedy available to a Party for a breach or
violation of this Agreement by the other Party shall be an action in mandamus, specific
performance or other injunctive or declaratory relief to enforce the provisions of this Agreement
by the other Party, or to terminate this Agreement. This limitation on damages shall not preclude
actions by a Party to enforce payments of monies or fees or the performance of obligations
requiring an obligation of money from the other Party under the terms of this Agreement
including, but not limited to, obligations to pay the City Hall Payment, the PAC In Lieu
Payment, or the SB 35 City Hall Payment, attorneys’ fees and obligations to advance monies or
reimburse monies. In connection with the foregoing provisions, each Party acknowledges,
warrants and represents that it has been fully informed with respect to, and represented by
counsel of such Party’s choice in connection with, the rights and remedies of such Party
hereunder and the waivers herein contained, and after such advice and consultation has presently
and actually intended, with full knowledge of such Party’s rights and remedies otherwise
available at law or in equity, to waive and relinquish such rights and remedies to the extent
specified herein, and to rely to the extent herein specified solely on the remedies provided for
herein with respect to any breach of this Agreement by the other Party.
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12.8 Resolution of Disputes¶. With regard to any dispute involving the Project, the
resolution of which is not provided for by this Agreement or Applicable Law, a Party shall, at the
request of another Party, meet with designated representatives of the requesting Party promptly
following its request. The parties to any such meetings shall attempt in good faith to resolve any
such disputes. In the event the Parties are unable to resolve the issue and reach an agreement
within thirty (30) days, either party may initiate non-binding mediation of the dispute by
submitting a request to the other Party. The Parties will select a mutually acceptable mediator
with knowledge and experience in project development and construction issues of the type at
issue, within fourteen (14) days, or if unable to agree on a mediator within said period, either
party may submit the matter to mediation at JAMS or other mediation service mutually
acceptable to the Parties in accordance with its then applicable rules and policies, with each party
being responsible for its own fees, costs and expenses of any mediation, including 50% of the
mediator's fees, costs and expenses The Parties will take all practicable steps to complete any
mediation within ninety (90) days. Nothing in this Section 12.8 shall in any way be interpreted
as requiring that Developer, City and/or City’s designee reach agreement with regard to those
matters being addressed, nor shall the outcome of these meetings be binding in any way on City
or Developer unless expressly agreed to in writing by the parties to such meetings.
12.9 Surviving Provisions¶. In the event this Agreement is terminated, neither Party
shall have any further rights or obligations hereunder, except for those obligations of Developer
which by their terms survive expiration or termination hereof, including those obligations set
forth in Sections 2.2.4, 5.4.3, 9.2 and 9.3.1
ARTICLE 13
GENERAL PROVISIONS
13.1 Condemnation¶.
13.1.1 Material Condemnation. As used herein, “Material Condemnation” means
a condemnation of all or a portion of the Property that will have the effect of materially impeding
or preventing development of the Project in accordance with this Agreement and the Project
Approvals. In the event of a Material Condemnation, Developer may (a) request the City to
amend this Agreement in accordance with the Development Agreement Statute and/or to amend
the Project Approvals or Applicable City Regulations, which amendment shall not be
unreasonably withheld; (b) decide, in its sole discretion, to challenge the condemnation; or (c)
request that City agree to terminate this Agreement by mutual agreement, which agreement shall
not be unreasonably withheld, by giving a written request for termination to the City. If the
condemnation is not a Material Condemnation, Developer shall have no right to request
termination of this Agreement pursuant to this Section 13.1. Nothing in this Agreement shall be
deemed, or deemed to be, any waiver or release by Developer of any compensation or damages
awarded pursuant to a Material Condemnation.
13.1.2 Infrastructure Condemnation. If Developer is required by the Project
Approvals to acquire from a third party an interest in property necessary for construction of
Project related infrastructure and is unable to do so despite commercially reasonable, good faith
efforts, City may attempt to negotiate a purchase with the property owner, or may use its power
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of eminent domain, in which case Developer will pay all costs, expenses and fees, including
attorney fees incurred by City in an eminent domain action.
13.2 Covenants Binding on Successors and Assigns and Run with Land¶. Except as
otherwise more specifically provided in this Agreement, this Agreement and all of its provisions,
rights, powers, standards, terms, covenants and obligations, shall be binding upon the Parties and
their respective successors (by merger, consolidation, or otherwise) and assigns, lessees, and all
other persons or entities acquiring the Property, or any interest therein, whether by operation of
law or in any manner whatsoever, and shall inure to the benefit of the Parties and their respective
successors and assigns, as provided in Government Code section 65868.5, and shall be
enforceable as equitable servitudes and constitute covenants running with the land pursuant to
applicable laws.
13.3 Notice¶. Any notice, demand or request which may be permitted, required or
desired to be given in connection herewith shall be given in writing and directed to the City and
Developer as follows:
If to the City: City Clerk
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3202
Telephone: (408)777-3200
with a copy to: City Attorney
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3202
Telephone: (408) 777-3200
And: City Manager
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014-3202
Telephone: (408) 777-3200
If to Developer: Vallco Property Owner, LLC
c/o Sand Hill Property Company
965 Page Mill Road
Palo Alto, CA 94304
Telephone: (650) 344-5000
Attention: Reed Moulds
with a copy to: Coblentz Patch Duffy & Bass
One Montgomery Street, Suite 3000
San Francisco, CA 94104
Telephone: (415)391-4800
Attention: Miles Imwalle
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Notices to be deemed effective if delivered by certified mail, return receipt requested, or
commercial courier, with delivery to be effective upon verification of receipt. Any Party may
change its respective address for notices by providing written notice of such change to the other
Parties.
13.4 Permitted Delays¶. Performance by either of the Parties of an obligation hereunder
shall be excused during any period of “Permitted Delay.” Permitted Delay shall mean delay
beyond the reasonable control of a Party caused by (a) calamities, including without limitation
earthquakes, floods, and fire; (b) civil commotion; (c) riots or terrorist acts; (d) lockouts, strikes
or other forms of labor disputes; (e) shortages of labor, equipment, facilities, materials or
supplies; (f) failure of transportation or freight embargoes; (g) vandalism; (h) condemnation or
requisition; (i) Litigation Challenge, referendum or initiative; (j) orders of governmental, civil,
military or naval authority, including any development, water or sewer moratorium; (k) the
failure of any governmental agency, public utility or communication provider to issue a permit,
authorization consent or approval required for development, construction use or operation of the
Project or portion thereof within typical, standard or customary timeframes; (l) Severe Economic
Recession; or (k) unusually severe weather, but only to the extent that such weather or its effects
(including, without limitation, dry out time) result in delays that cumulatively exceed twenty (20)
days for any winter season. An extension of time for any such cause other than a Severe
Economic Recession shall be for the period of the Permitted Delay and shall commence to run
from the time of the commencement of the cause, if Notice by the Party claiming such extension
is sent to the other Party within thirty (30) days of the commencement of the cause. If Notice is
sent after such thirty (30) day period, then the extension shall commence to run no sooner than
thirty (30) days prior to the giving of such Notice. Severe Economic Recession shall commence
upon Developer’s notification the City of the Severe Economic Recession (together with
appropriate backup evidence). The cumulative time period for any Permitted Delays by any
Party shall not exceed five years.
13.5 Counterparts¶. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
13.6 Waivers¶. Notwithstanding any other provision in this Agreement, any failures or
delays by any Party in asserting any of its rights and remedies under this Agreement shall not
operate as a waiver of any such rights or remedies, or deprive any such Party of its right to
institute and maintain any actions or proceedings which it may deem necessary to protect, assert
or enforce any such rights or remedies. A Party may specifically and expressly waive in writing
any condition or breach of this Agreement by the other Party, but no such waiver shall constitute
a further or continuing waiver of any preceding or succeeding breach of the same or any other
provision. Consent by one Party to any act by the other Party shall not be deemed to imply
consent or waiver of the necessity of obtaining such consent for the same or similar acts in the
future.
13.7 Construction of Agreement¶. All Parties have been represented by counsel in the
preparation and negotiation of this Agreement, and this Agreement shall be construed according
to the fair meaning of its language. The rule of construction to the effect that ambiguities are to
be resolved against the drafting party shall not be employed in interpreting this Agreement.
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Unless the context clearly requires otherwise, (a) the plural and singular numbers shall each be
deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be
deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is
permissive; (d) “or” is not exclusive; (e) “includes” and “including” are not limiting; and (f)
“days” means calendar days unless specifically provided otherwise.
13.8 Headings¶. Section headings in this Agreement are for convenience only and are
not intended to be used in interpreting or construing the terms, covenants, or conditions of this
Agreement.
13.9 Severability¶. If any term or provision of this Agreement, or the application of any
term or provision of this Agreement to a specific situation, is found to be invalid, or
unenforceable, in whole or in part for any reason, the remaining terms and provisions of this
Agreement shall continue in full force and effect unless an essential purpose of this Agreement
would be defeated by loss of the invalid or unenforceable provisions, in which case any Party
deprived of an essential benefit thereunder shall have the option to terminate this Agreement
from and after such determination by providing written notice thereof to the other Party.
13.10 Time is of the Essence¶. Time is of the essence of this Agreement. All references
to time in this Agreement shall refer to the time in effect in the State of California.
13.11 Extension of Time Limits¶. The time limits set forth in this Agreement may be
extended by Permitted Delays or mutual consent in writing of the Parties in accordance with the
provisions of this Agreement.
13.12 Other Necessary Acts¶. Each Party shall in good faith do all things as may
reasonably be necessary or appropriate to carry out this Agreement, and the Vested Approvals
and Subsequent Approvals, and to execute with acknowledgement or affidavit if required and
deliver to the other, file or submit all such further information, instruments and documents as
may be reasonably necessary to carry out the purposes and objective of the Vested Approvals,
Subsequent Approvals and this Agreement and to provide and secure to the other Party the full
and complete enjoyment of its rights and privileges of this Agreement.
13.13 Signatures¶. The individuals executing this Agreement represent and warrant that
they have the right, power, legal capacity, and authority to enter into and to execute this
Agreement on behalf of the respective legal entities of Developer and the City.
13.14 Entire Agreement¶. This Agreement (including all Recitals, exhibits attached
hereto, each of which is fully incorporated herein by reference), integrates all of the terms and
conditions mentioned herein or incidental hereto, and constitutes the entire understanding of the
Parties with respect to the subject matter hereof, and all prior or contemporaneous oral
agreements, understandings, representations and statements, and all prior written agreements,
understandings, representations, and statements are terminated and superseded by this
Agreement.
13.15 Estoppel Certificate¶. Developer or its lender may, at any time, and from time to
time, deliver written notice to the City requesting the City to certify in writing to Developer or
any Mortgagee (a) that this Agreement is in full force and effect; (b) that this Agreement has not
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been amended or modified or, if so amended or modified, identifying the amendments or
modifications or terminated or the subject of termination; (c) that Developer is not in Default of
the performance of its obligations, or if in Default, to describe therein the nature and extent of
any such Defaults; (d) those obligations under this Agreement have been satisfied since the date
of the last annual review and those obligations under this Agreement that remain unsatisfied; and
(e) such other information or matters relating to this Agreement and/or the Project as may be
reasonably requested by Developer. Developer shall pay, within thirty (30) days following
receipt of City’s invoice, the actual costs borne by City in connection with its review of the
proposed estoppel certificate, including the costs expended by the City Attorney’s Office in
connection therewith. The City Manager shall be authorized to execute any certificate requested
by Developer hereunder. The form of estoppel certificate shall be in a form reasonably
acceptable to the City Attorney. The City Manager shall execute and return such certificate
within thirty (30) days following Developer’s request therefor. Developer and City acknowledge
that a certificate hereunder may be relied upon by tenants, transferees, investors, partners, bond
counsel, underwriters, bond holders and Mortgagees. The request shall clearly indicate that
failure of the City to respond within the thirty-day period will lead to a second and final request.
Failure to respond to the second and final request within fifteen (15) days of receipt thereof shall
be deemed approval of the estoppel certificate.
13.16 Recordation of Termination¶. Upon completion of the Project or portion thereof
and Developer’s payment of all or applicable portion of the Impact Fees under Article 4 and
Developer’s completion of the requirements, obligations and payments under Article 5, or upon
any earlier termination of this Agreement upon the mutual written consent of the Parties or as
otherwise expressly provided herein, a written statement acknowledging Developer’s satisfaction
of all (or if for a portion of the Project, as to the applicable portion) obligations under this
Agreement or such termination, in form and content reasonably satisfactory to the Parties, shall
be provided by City to be executed by the Parties and recorded by City or Developer in the
Official Records of Santa Clara County.
13.17 City Approvals and Actions¶. Whenever a reference is made herein to an action or
approval to be undertaken by City, the City Manager or his or her designee is authorized to act
on behalf of City, unless specifically provided otherwise or the context requires otherwise.
13.18 Negation of Partnership¶. The Parties specifically acknowledge that the Project is
a private development, that no Party to this Agreement is acting as the agent of any other in any
respect hereunder, and that each Party is an independent contracting entity with respect to the
terms, covenants and conditions contained in this Agreement. None of the terms or provisions of
this Agreement shall be deemed to create a partnership between or among the Parties in the
businesses of Developer, the affairs of the City, or otherwise, or cause them to be considered
joint venturers or members of any joint enterprise.
13.19 No Third Party Beneficiaries¶. This Agreement is made and entered into for the
sole protection and benefit of the signatory Parties and their successors and assigns, including
Mortgagees. No other person shall have any right of action based upon any provision in this
Agreement.
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13.20 Governing State Law¶. This Agreement shall be construed in accordance with the
laws of the State of California, without reference to its choice of law provisions.
13.21 Exhibits¶. The following exhibits are attached to this Agreement and are hereby
incorporated herein by this reference for all purposes as if set forth herein in full:
Exhibit A: Property Description
Exhibit B: Site Map
Exhibit C: Phasing Plan
Exhibit D: Housing Plan
Exhibit E: Annual Review Form
Exhibit F: Form of Assignment and Assumption Agreement
Exhibit G: New City Hall Criteria
If the recorder refuses to record any exhibit, the City Clerk may replace it with a single
sheet bearing the exhibit identification letter, stating the title of the exhibit, the reason it is not
being recorded, and that the original, certified by the City Clerk, is in the possession of the City
Clerk and will be reattached to the original when it is returned by the recorder to the City Clerk.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the City and Developer have executed this Agreement as of
the Effective Date.
CITY:
CITY OF CUPERTINO, a municipal corporation
By:
Amy Chan, Interim City Manager
[Signature must be notarized]
ATTEST:
By:
Grace Schmidt, City Clerk
APPROVED AS TO FORM:
By:
Rocio Fierro, Acting City Attorney
DEVELOPER:
VALLCO PROPERTY OWNER, LLC, a
Delaware limited liability company
By:
Name:
Its:
By:
Name:
Its:
[Signatures must be notarized]
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Acknowledgments
ACKNOWLEDGMENTS
State of California )
) ss
County of ___________ )
On , before me,___________________________________________,
(Name of Notary)
notary public, personally appeared _________________________________________________
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
212
Acknowledgments
ACKNOWLEDGMENTS
State of California )
) ss
County of ___________ )
On , before me,___________________________________________,
(Name of Notary)
notary public, personally appeared _________________________________________________
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
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Exhibit A-1
EXHIBIT A
PROPERTY DESCRIPTION
[See Next Page]
214
Exhibit A-2
215
Exhibit A-3
216
Exhibit A-4
217
Exhibit A-5
218
Exhibit A-6
219
Exhibit A-7
220
Exhibit A-8
221
Exhibit A-9
222
Exhibit A-10
223
Exhibit A-11
224
Exhibit A-12
225
Exhibit A-13
226
Exhibit B-1
EXHIBIT B
SITE MAP
227
Exhibit C-1
EXHIBIT C
PHASING PLAN
I. Phase 1. At a minimum, the first phase of the Project shall either be, at the election of the
Developer, in its sole discretion, Phase 1A or 1B, as each is described below. Developer may
proceed with both Phases 1A and 1B at the same time.
a. Phase 1A. Retail and Entertainment District, Excluding Sears (the “Retail
District/Phase 1”)
i. Retail District/Phase 1 shall not include the portion of the Property
including the existing Sears department store building.
ii. The Town Square and multi-use pathway and related landscaping shall be
completed within 12 months from issuance of the last certificate of occupancy for use of a
building in the Retail District/Phase 1, provided that public access and use will be subject to
public safety and construction logistics considerations.
iii. All other public open space, street and common area landscaping
improvements in the Retail District/Phase 1 shall be completed within 12 months from issuance
of the last certificate of occupancy for use of a building in the Retail District/Phase 1, provided
that public access and use will be subject to public safety and construction logistics
considerations.
iv. Unless part of a tax-credit project, certificates of occupancy for VLI/LI
BMR units located in separate building in the Retail District/Phase 1 shall receive their
certificates of occupancy prior to the last certificate of occupancy is issued for a market-rate unit
building located in the Retail District/Phase 1.
v. Phase 1A shall in no way be contingent on any portion of Phase 1B.
b. Phase 1B. East side of Wolfe Road – the Northeast District
i. Before the final certificate of occupancy (which shall include tenant
improvements) is issued for a building in the Northeast District, Developer will have
accomplished one of the following: (i) commenced construction of the superstructure for the
New City Hall work pursuant to this Agreement or (ii) made the City Hall Payment. Certificates
of occupancy (whether for core and shell or tenant improvements) for the Northeast District shall
not be delayed, regardless of the status of Phase 1A work.
ii. The East Plaza and all public open space, street and landscaping
improvements in the Northeast District shall be completed within 1 year of the final certificate of
occupancy is issued for use of the buildings in the Northeast District.
iii. Phase 1B shall in no way be contingent on any portion of Phase 1A.
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Exhibit C-2
II. Phase 2. Developer shall not be precluded from commencing Phase 2A and/or Phase 2B,
as described below, with the first phase along with at a minimum, Phase 1A. Phase 2B may
proceed before Phase 2A, and visa versa.
c. Phase 2. Downtown Neighborhood District
i. West side of Wolfe Road – the Downtown Neighborhood (the “DN
District”)
A. Before the first temporary certificate of occupancy (core and shell)
is issued for a building in the DN District, Developer will complete the Town Square and obtain
TCOs for core and shell for the retail mixed use buildings (including sign-off of building
inspection for rough-in before interior finish work start for residential above) for buildings
surrounding the Plaza (as allowed under the Retail District, Phase 1A) and associated parking for
those buildings in Phase 1A, the DN District, except to the extent development is delayed
because of (i) the continued operation of leases that existed as of the Effective Date, (ii) due to
other life safety and other reasonable construction feasibility issues, and (iii) except for the PAC
(which is on separate delivery schedule under this Agreement), provided that public access and
use will be subject to public safety and construction logistics considerations.
B. Buildings along Wolfe Road, the Town Square and Wolfe Road
frontage road improvements for the west side shall be completed prior to building along the
interior of the Project in the DN District, provided that public access and use will be subject to
public safety and construction logistics considerations.
C. All other public open space, street and common area landscaping
improvements in the DN District shall be completed within 12 months of the issuance of the last
certificate of occupancy for use of a building in the DN District, provided that public access and
use will be subject to public safety and construction logistics considerations.
D. Unless part of a tax-credit project, certificates of occupancy for
VLI/LI BMR units located in separate building in the DN District shall receive their certificates
of occupancy prior to the last certificate of occupancy is issued for a market-rate unit building
located in the DN District.
d. Phase 2B. Retail and Entertainment District, Including Sears (the “Retail
District/Phase 2”)
i. Retail District/Phase 2 shall include the portion of the property including
the Sears department store.
ii. All public open space, street and common area landscaping improvements
in the Retail District/Phase 2 shall be completed within 12 months of the issuance of the last
certificate of occupancy for use of a building in the Retail District/Phase 2, provided that public
access and use will be subject to public safety and construction logistics considerations.
iii. Unless part of a tax-credit project, certificates of occupancy for VLI/LI
BMR units located in separate building in the Retail District/Phase 2 shall receive their
229
Exhibit C-3
certificates of occupancy prior to the last certificate of occupancy is issued for a market-rate unit
building located in the Retail District/Phase 2.
e. Parking
Parking shall be provided over the course of the Project and no less than commensurately
with the occupancy of the buildings with which it is associated. If ever Developer requires
additional temporary parking, it shall be allowed to provide temporary parking or other managed
parking solutions elsewhere on the Property or in the Plan Area.
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Exhibit D-1
EXHIBIT D
HOUSING PLAN
1. Residential Development. A total of 2,668 Residential Units can be developed on
the site, including the applicable density bonus, as described in the Vallco Specific Plan. There
are no restrictions on rental or for sale rates for Market Rate Units. No more than 50% of the
total number of Residential Units, excluding any units financed with Low Income Housing Tax
Credits, may be parcelized as condominium units for individual sale.
2. BMR Units. A total of twenty percent (20%) of all Residential Units developed
on the Property shall be affordable to Extremely Low Income Households, Very Low Income
Households, Low Income Households and Moderate Income Households (collectively, the
"BMR Units"). Residential Units that are not BMR Units are permitted to be Market Rate Units.
Based on the maximum development of 2,668 Residential Units permitted under this Agreement,
534 Residential Units would be BMR Units.
a.Extremely Low and Very Low Income Units. Eleven percent of the base
permitted density, or 196 Residential Units (7.34 percent of the total maximum permitted density
with the applicable density bonus), would be Very Low Income Residential Units. Very Low
Income means the rental rate is set such that it is affordable to a household with an income that is
not more than 50% of area median income (“AMI”), adjusted for household size appropriate for
the unit. Forty (40) of the Very Low Income Residential Units would be further restricted as
Extremely Low Income Residential Units. “Extremely Low Income” or “ELI” means the rental
rate is set such that it is affordable to a household with an income that is not more than 30% of
AMI, adjusted for household size appropriate for the unit. Developer is permitted to include
preferences for developmentally disabled individuals that Developer has proposed as part of the
Project to the extent consistent with applicable fair housing laws. All Extremely Low Income
and Very Low Income Units will be rental units. Rents for the Extremely Low Income and Very
Low Income Units shall be set at an affordable rent as defined in Section 50053 of the Health
and Safety Code
b. Low Income Units. 7.66 percent of the Residential Units (when combined
with the Extremely Low Income and Very Low Income Units, 15% of the total Residential
Units), or 205 Residential Units based on the maximum permitted density, would be Low
Income Residential Units. Low Income means the rental rate is set such that it is affordable to a
household with an income that is not more than the 80% AMI level, adjusted for household size
appropriate for the unit, and may be set lower at the Developer's discretion to compete for Low
Income Housing Tax Credit (LIHTC) financing. All Low Income Units will be rental units.
c.Moderate Income Units. Five percent of the Residential Units, or 133
Residential Units would be Moderate Income Residential Units. Moderate Income means the
rental rate is set such that it is affordable to a household with an income that is at the 120% AMI
level for rental units, adjusted for household size appropriate for the unit, and the sales price is
affordable to a household with an income that is at the 150% AMI level for for-sale units.
231
Exhibit D-2
i. Moderate Income Residential Units may be for lease or sale, as
determined by Developer in Developer’s discretion; provided that any for-sale
Moderate Income Residential Units elected to be provided shall count towards the
maximum number of condominium units permitted under Paragraph 1, above.
ii. Prior to issuance of a building permit for a residential building
including moderate income BMR units, the BMR units will be designated per the
BMR Manual. Deed restrictions will be completed for units in each building
before certificates of occupancy for the building are issued.
d. BMR Units. All BMR Units shall be identified before building permits are
issued for construction of the building in which the BMR Units are located and deed restrictions
recorded prior to issuance of the certificate of occupancy of the building in which the BMR Units
are located.
3. BMR Units - Term.
a. Extremely Low Income, Very Low Income and Low Income Residential
Units. Extremely Low Income, Very Low Income and Low Income Residential Units must have
a restrictive covenant with a term of 55 years and may be located as provided in Paragraph 4(a).
Without limiting the affordability requirements in Paragraph 2, above, Developer shall retain
flexibility to program BMR buildings with unit types and income levels consistent with then-
current LIHTC requirements. Currently for 4% tax credits, household income limits may range
up to 80% AMI, as long as the project's average targeting does not exceed 50% AMI. Currently
for 9% tax credits, household income limits may range up to 80% AMI, as long as the project's
average targeting does not exceed 50% AMI. Accordingly, Low Income Units up to 80% AMI
shall be allowed as long as the average targeting complies with LIHTC requirements. The parties
acknowledge and agree that averaging may change to conform with then-current LIHTC
requirements, and that deeper affordability levels may be required for Developer's tax credit
application to be successful.
b. Moderate Income Residential Units. Moderate Income Residential Units
must have a restrictive covenant term of 99 years and be located as provided in Paragraph 4(b).
4. Distribution of BMR Units.
a. Extremely Low Income, Very Low Income and Low Income Residential
Units. Extremely Low Income, Very Low Income and Low Income Residential Units can be
consolidated in separate buildings and/or on separate legal parcels and lots from Market Rate
Residential Units to the extent consistent with Section 7.6 of this Development Agreement.
b. Moderate Income Residential Units. Except for separate buildings that are
made up entirely of BMR Units, approximately 5% of each residential building must consist of
Moderate Income Residential Units and such Moderate Income Residential Units must be
disbursed proportionally throughout each residential building.
5. Timing of Delivery of BMR Units.
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Exhibit D-3
a. Developer will endeavor to build separate BMR Unit residential buildings
at approximately the same time and that BMR units must be developed roughly in proportion
with the delivery of market rate units, provided that City recognizes that delivery of BMR units
may be affected by and delayed due to market conditions, logistics, and financing considerations.
b. Developer shall use commercially reasonable efforts to obtain, by the
earliest reasonable date as appropriate by Project phase, financing for the BMR Units, including,
without limitation, timely filing applications for LIHTC financing with TCAC, beginning with
the first round for which applications are due following the date on which the City approves
Architectural and Site Approval permits for a BMR Building.
c. If efforts to obtain LIHTC financing are not successful in the first
submission made with respect to the BMR Units, Developer shall continue to apply for two
additional rounds or until successful, whichever occurs first.
d. If Developer is unable to secure LIHTC financing after three rounds of
applications to TCAC, Developer shall provide the City with security in a form acceptable to the
City in an amount to cover the otherwise applicable City Affordable Housing Fee, and Developer
shall be responsible for securing feasible financing for the BMR Units to complete construction
within a reasonable timeframe mutually agreed upon by the parties.
6. Management. Developer or its designee is required to prepare and maintain
(subject to the City's review and consent) a marketing plan, lottery, and waitlist for the BMR
Units that complies with the Housing Mitigation Manual and other applicable City Guidelines
for leasing, sale, maintenance, record-keeping, and other factors related to administration of the
BMR Units, whether in separate tax credit building or included in market rate buildings. The
Developer or its designee is required to follow the City's monitoring and reporting process,
including submitting annual reports related to income certification to the City; provided,
however, that the City will accept reports submitted to TCAC to satisfy this requirement for
BMR Units subject to LIHTC financing. The City may require Developer to pay an annual
monitoring fee to cover the City's costs (including outside consultant, legal, and staff time) of
ensuring compliance with the requirements of this Housing Plan for BMR Units. Applicants,
tenants, and prospective purchasers (if applicable) would have the ability to appeal
determinations of the Developer's program administrator to the City's hearing officer before
determinations are final. In the event of an appeal, all parties will cooperate in the timely
provision and review of material to facilitate a final decision before a unit is transferred to a
prospective renter or purchaser or before Developer's program administrator provides a notice of
termination, as applicable.
7. Unit size and comparability; parking; amenities.
a. Developer has discretion regarding comparability of finishes in all BMR
Units, provided that construction, features and finishes are durable, of good quality, and
consistent with contemporary standards for new housing.
b. In all Moderate Income Residential Units, the number of bedrooms per
unit shall be generally proportional to the number of bedrooms in the Market Rate Units
233
Exhibit D-4
consistent with the City's BMR Manual, provided that the Developer may substitute 2-bedroom
Moderate Income Residential Units for Market Rate Units with three or more bedrooms. The
number of bedrooms per unit shall be "generally proportional" if the Moderate Income
Residential Unit bedroom mix is within 10% of the Market Rate Unit bedroom mix. The
bedroom mix for Extremely Low Income, Very Low Income and Low Income Residential Units
may be flexible to optimize the unit mix for a competitive LIHTC application.
c. Unit sizes of Moderate Income Residential Units may be flexible,
provided that the bedroom requirements establishing in Paragraph 7(b) are satisfied. Unit sizes
may be reduced for Extremely Low Income, Very Low Income and Low Income Residential
Units that are provided in separate buildings.
d. For all BMR Units, automobile parking spaces shall be provided
consistent with the Specific Plan, with the Developer retaining flexibility to assign such spaces
based on household requirements, and if parking for the Market-Rate Units is unbundled, then
Developer may do the same for Moderate Income Residential Units. In Moderate Income
Residential Units distributed throughout the Project, Developer shall allocate and assign bicycle
storage, storage lockers, and other spaces reserved for use by individual units to the Moderate
Income Residential Units on the same basis as for the Market Rate Units.
e. Tenants of all BMR Units shall generally have equal access to the
Project's common areas as is given to the residents of the Market Rate Units, provided that (i)
residents of one building are not required to be given access to amenities in other buildings
where such amenities are limited for the use of residents of that building and (ii) residents of
BMR units, as well as residents of certain types of Market Rate Units, will not have access to
certain common area amenities offered exclusively to (a) residents of premium Market Rate
Units or (b) residents of senior Residential Units, at the sole discretion of Developer.
8. Affordable Housing Agreement. Prior to issuance of the first building permit,
Developer and City shall enter into and record an Affordable Housing Agreement, which shall
address, among other things: BMR Unit delivery schedule and locations, a definition of what is
included in rent, unit comparability, marketing guidelines, tenant selection and income
certification processes, affordability covenants and enforcement provisions, occupancy
requirements, income monitoring, provisions regarding termination of occupancy, forms of lease
or key lease provisions, records and reporting, operation, management, use and maintenance of
property, including with respect to landscaping and open space and participation in Project
owners’/tenants’ association and transportation program. The Affordable Housing Agreement
shall have priority over the liens of any Mortgages, and Developer shall use good faith diligent
efforts to cause any Mortgagees with Mortgages in place at the time the Affordable Housing
Agreement is recorded to execute, acknowledge and deliver to City subordination agreements in
a form reasonably acceptable to the City Attorney subordination the liens of such Mortgages to
the Affordable Housing Agreement.
9. Senior Housing. The permitted Market-Rate Residential Units include at least 80
senior Residential Units, whether for rent or for sale at Developer’s discretion, provided that any
for-sale senior units elected to be provided shall count towards the maximum number of
234
Exhibit D-5
condominium units permitted under Paragraph 1, above. Age restrictions on Senior Housing
shall be according to State law.
235
Exhibit E-1
EXHIBIT E
ANNUAL REVIEW FORM
This Annual Review Form is submitted to the City of Cupertino (“City”) by
___________________ (“Developer”) pursuant to the requirements of California Government
Code section 65865.1 and Chapter 19.144 of the City’s Municipal Code regarding Developer’s
good faith compliance with its obligations under the Development Agreement between the City
and Developer having an Effective Date of ________________ (“Development Agreement”).
All Article and Section references are to the Development Agreement. Any capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the Development
Agreement.
Annual Review Period: ______________ to ______________.
Generally summarize the status of Developer’s efforts and progress in processing permit
applications and constructing and selling or leasing individual components of the Project under
the Development Agreement.
Generally summarize specific strategies to be followed in the coming year intended to
facilitate the processing of permits and or Project construction.
Specify whether Developer’s compliance with any of the following agreements have
been satisfied during this annual review period:
● New City Hall Agreement (if applicable)
● PAC Agreement (if applicable)
● Affordable Housing Agreement
Specify whether applicable Impact Fees, processing fees, connection fees and/or other
fees due and payable under Article 4 have been paid during this annual review period, including
but not limited to the following:
● TIF
● Affordable Housing
Describe whether Developer’s compliance with any of the following public benefits
under Article 5 have been satisfied during this annual review period:
● New City Hall (or City Hall Payment if applicable)
● PAC (or PAC In Lieu Payment if applicable)
● School District obligations
● Transportation obligations
236
Exhibit E-2
● Housing, including affordable housing, obligations
Describe whether other applicable Development Agreement obligations were completed
during this annual review period.
Describe any extension of the Initial Term of the Development Agreement as a result of
either Section 2.2.1 or Permitted Delay pursuant to Section 13.4.
Specify whether Developer has assigned the Development Agreement or otherwise
conveyed the Property during this annual review period.
The undersigned representative confirms that Developer is:
______ In good faith compliance with its obligations under the Development Agreement
for this annual review period.
______ Not in good faith compliance with its obligations under the Development
Agreement for this annual review period, in response to which Developer is taking the actions set
forth in the attachment hereto.
IN WITNESS WHEREOF, Developer has executed this Annual Review Form as of this
____ day of _________________, 20__.
DEVELOPER:
, a
By:
Name:
Title:
237
Exhibit F-1
EXHIBIT F
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
_________________________________
_________________________________
_________________________________
Attention: ________________________
Exempt from Recording Fee per
Government Code Section 27383
Space Above This Line for Recorder’s Use Only
ASSIGNMENT OF RIGHTS AND OBLIGATIONS UNDER
DEVELOPMENT AGREEMENT
This Assignment of Rights and Obligations under Development Agreement (this
“Assignment”) is entered into this _____ day of ________________, 20__ (“Effective Date”),
by and between _________________________________________, a _________________
(“Assignor”) and _________________________________________, a _________________
(“Assignee”). Assignor and Assignee are collectively referred to herein as the “Parties.”
R E C I T A L S
A. Assignor and the City of Cupertino, a California municipal corporation (“City”)
have entered into that certain Development Agreement dated as of ________________, 2018
(“DA”) which was recorded in the Official Records of Santa Clara County on _____________,
2018 as Instrument No. _____________.
B. Assignor [has requested approval from the City of the assignment to Assignee
described herein pursuant to Section 10.1 of the DA] [has the right to make the assignment
to Assignee under Section 10.1 of the DA.]
C. [City has consented to the assignment described herein pursuant to Section
10.1 of the DA.] [Assignor has provided the City with documentation establishing that the
assignment is appropriate pursuant to Article 10 of the DA because _______________.]
A G R E E M E N T S
NOW, THEREFORE, in exchange for the mutual covenants set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
1. Assignment and Assumption of Interest. Assignor hereby transfers, assigns and
conveys to Assignee, all of Assignor’s right, title and interest in and to, and all obligations,
238
Exhibit F-2
duties, responsibilities, conditions and restrictions under, the DA (the “Rights and
Obligations”). Assignee, for itself and its successors and assigns, hereby accepts the foregoing
assignment, assumes all such Rights and Obligations, and expressly agrees for the benefit of
City, to pay, perform and discharge all obligations of Assignor under the DA and to comply with
all covenants and conditions of Assignor arising from or under the DA. [If partial transfer,
parties to insert allocation of rights, duties and obligations under the DA between the
transferred Property and the retained Property and acknowledgements regarding timing of
development based on phasing and other DA requirements]
2. Governing Law; Venue. This Assignment shall be interpreted and enforced in
accordance with the laws of the State of California without regard to principles of conflicts of
laws. Any action to enforce or interpret this Assignment shall be filed and litigated exclusively
in the Superior Court of Santa Clara County, California or in the Federal District Court for the
Northern District of California.
3. Entire Agreement/Amendment. This Assignment constitutes the entire agreement
among the Parties with respect to the subject matter hereof, and supersedes all prior written and
oral agreements with respect to the matters covered by this Assignment. This Assignment may
not be amended except by an instrument in writing signed by each of the Parties and consented
to in writing by City.
4. Further Assurances. Each Party shall execute and deliver such other certificates,
agreements and documents and take such other actions as may be reasonably required to
consummate or implement the transactions contemplated by this Assignment and the DA.
5. Benefit and Liability. Subject to the restrictions on transfer set forth in the DA,
this Assignment and all of the terms, covenants, and conditions hereof shall extend to the benefit
of and be binding upon the respective successors and permitted assigns of the Parties.
6. Rights of City. All rights of City under the DA and all obligations to City under
the DA which were enforceable by City against Assignor prior to the Effective Date of this
Assignment shall be fully enforceable by City against Assignee from and after the Effective Date
of this Assignment.
7. Rights of Assignee. All rights of Assignor and obligations to Assignor under the
DA which were enforceable by Assignor against City prior to the Effective Date of this
Assignment shall be fully enforceable by Assignee against City from and after the Effective Date
of this Assignment.
8. Release. As of the Effective Date, Assignor hereby relinquishes all rights under
the DA, and all obligations of Assignor under the DA shall be terminated as to, and shall have no
more force or effect with respect to, Assignor, and Assignor is hereby released from any and all
obligations under the DA.
9. Attorneys’ Fees. In the event of any litigation pertaining to this Assignment, the
losing party shall pay the prevailing party’s litigation costs and expenses, including without
limitation reasonable attorneys’ fees.
239
Exhibit F-3
10. City Consent; City Is A Third-Party Beneficiary. City’s countersignature below is
for the limited purposes of indicating consent to the assignment and assumption and release set
forth in this Assignment (if necessary under the DA) pursuant to Sections 10.1 and 10.2 of the
DA, and for clarifying that there is privity of contract between City and Assignee with respect to
the DA. The City is an intended third-party beneficiary of this Assignment, and has the right, but
not the obligation, to enforce the provisions hereof.
11. Recordation. Assignor shall cause this Assignment to be recorded in the Official
Records of Santa Clara County, and shall promptly provide conformed copies of the recorded
Assignment to City and Assignee.
12. Address For Notices. Assignee’s address for notices, demands and
communications under the DA is as follows:
[to be inserted]
13. Captions; Interpretation. The section headings used herein are solely for
convenience and shall not be used to interpret this Assignment. The Parties acknowledge that
this Assignment is the product of negotiation and compromise on the part of both Parties, and the
Parties agree, that since both have participated in the negotiation and drafting of this Assignment,
this Assignment shall not be construed as if prepared by one of the Parties, but rather according
to its fair meaning as a whole, as if both Parties had prepared it.
14. Severability. If any term, provision, condition or covenant of this Assignment or
its application to any party or circumstances shall be held by a court of competent jurisdiction, to
any extent, invalid or unenforceable, the remainder of this Assignment, or the application of the
term, provision, condition or covenant to persons or circumstances other than those as to whom
or which it is held invalid or unenforceable, shall not be affected, and shall be valid and
enforceable to the fullest extent permitted by law unless the rights and obligations of the Parties
have been materially altered or abridged thereby.
15. Counterparts. This Assignment may be executed in counterparts, each of which
shall, irrespective of the date of its execution and delivery, be deemed an original, and the
counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF Assignor and Assignee have executed this Assignment as of
the date first set forth above.
240
Exhibit F-4
ASSIGNOR:
________________________________, a
_________________________________
By: FORM – DO NOT SIGN
Name:
Its:
ASSIGNEE:
________________________________, a
_________________________________
By: FORM – DO NOT SIGN
Name:
Its:
[NOTE: The presence of the signature blocks below in this form shall not be deemed to require
the consent of the City to any assignment that does not otherwise require the consent of City
under the DA.]
City of Cupertino, a California municipal corporation,
hereby consents to the assignment and assumption
described in the foregoing Assignment and Assumption
Agreement.
CITY:
CITY OF CUPERTINO, a
California municipal corporation
By: FORM – DO NOT SIGN
_______________, City Manager
ATTEST:
________________, City Clerk
APPROVED AS TO FORM:
__________________, City Attorney
241
Acknowledgements
ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before me,___________________________________________,
(Name of Notary)
notary public, personally appeared _________________________________________________
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
* * * * * * * * * * * * * * * * *
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
242
Acknowledgements
ACKNOWLEDGMENT
State of California )
) ss
County of ___________ )
On , before me,___________________________________________,
(Name of Notary)
notary public, personally appeared _________________________________________________
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
243
Exhibit G-1
EXHIBIT G
NEW CITY HALL CRITERIA
The New City Hall shall be generally in conformance with the adopted 2015 Civic Center Master
Plan and Negative Declaration as modified to include the following:
I. Scope included:
a. 40,000 sq. ft. two story Core & Shell (warm) New City Hall building. Included
in the building cost is a premium for providing a critical facility within the
building.
b. Approximately 118 stalls one level underground garage
c. Associated site work in the construction area to connect into existing site work
area as follows
i. The new Parking Lot Asphalt to connect to the existing parking lot asphalt and
will be similar standards of existing asphalt
ii. The New City Hall building will be connected via a pedestrian concrete
sidewalk to the existing Library/Civic Plaza per the City sidewalk standards
iii. The other sides of the New City Hall building namely, the parking lot side,
Torre and Rodriguez side will have connection (Steps)/ Sidewalks. These
sidewalks will be per City per the City standards.
II. The following items from the attached modified Civic Center Master plan sketches
(collectively, the “Excluded Items”) are NOT included in the New City Hall scope:
1. Library expansion and the plaza improvements
2. Tenant Improvement scopes of work for the 2 story City Hall building
3. Green roof or solar panels – See III (11) below.
4. Additional below grade parking shown in the Master Plan
5. Additional parking on the library fields shown in the Master Plan
III. The included scope in I. above is based on the following design criteria:
1. Concrete one level parking garage with shotcrete walls included and furnished
with Code minimum fire sprinklers system, fire alarm system and lighting.
2. The New City Hall building will be core and shell (warm shell box) where the
box will consist of building envelope and roof.
244
Exhibit G-2
3. Mechanical units will be provided on the roof and will be stubbed into the
building for distribution under tenant improvement scope performed by City.
4. All utilities including fire stand pipe will be stubbed in to the building for TI to
distribute.
5. Electrical panels will be provided and electrical services will be brought from the
existing transformer connection location point into the building to a location to be
shown in the construction drawings.
6. The exterior envelope will be either wood frame with stucco and glass windows
or metal stud framing with stucco and glass windows.
7. Store front doors will be provided. All exterior doors and hardware will be
provided.
8. All utility connections from the existing connection points to be brought into the
building to a location to be shown in the construction drawings.
9. The site work in the construction zone is included to have standard landscaping
with irrigation and the parking lot to be asphalt, and concrete sidewalks
commensurate with existing improvements. Any damage to be restored to
original state.
10. The C & S of the building design to LEED Silver only.
11. Roofing will be an industry standard roofing material.
12. Roof will be designed and built to allow for solar panels to be installed by the
City.
In addition to above scope and design criteria items,scope, Developer will provide a $4 Million
allowance to City to use for any of the following in City’s discretion:
1. The incremental costs of any design upgrades to the included design criteria in
this DA that City desires be included in the scope for the New City Hall.
2. The incremental costs to be borne by City pursuant to the terms of the Agreement
as a result of delays due to Litigation Challenges and its impacts on schedule and
consequent cost escalations.
The construction of the New City Hall is subject to the following:
1. Except as otherwise required by Applicable Law, Developer does not have to
follow the Public Contracting Code requirements in procuring contractors and
materials.
245
Exhibit G-3
2. Developer will use union affiliated general contractors and require the general
contractor to hire union skilled crafts sub-contractors in constructing City Hall or,
if required under Applicable Law, comply and cause its contractors and
subcontractors to comply with Prevailing Wage Laws.
246
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:118-4363 Name:
Status:Type:Ordinances and Action Items Agenda Ready
File created:In control:9/11/2018 City Council
On agenda:Final action:10/2/2018
Title:Subject: Authorization of grant application to County of Santa Clara's All-Inclusive Playground Grant
Program
Sponsors:
Indexes:
Code sections:
Attachments:Staff Report
A - Letter to County Board of Supervisors, Nov 2017
B - All-Inclusive Playground Procedural Guide, Program Two
C - Draft Resolution
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Authorization of grant application to County of Santa Clara's All-Inclusive
Playground Grant Program
Adopt Resolution No. 18-100 authorizing application to the County of Santa Clara's All-
Inclusive Playground Grant Program for funding to replace an existing playground at Jollyman
Park with an All-Inclusive playground, and related actions.
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
powered by Legistar™247
RECREATION AND COMMUNITY SERVICES DEPARTMENT
QUINLAN COMMUNITY CENTER
10185 NORTH STELLING ROAD • CUPERTINO, CA 95014
TELEPHONE: (408) 777-3120 www.cupertino.org
CITY COUNCIL STAFF REPORT
Meeting: October 2, 2018
Subject
Authorization of grant application to County of Santa Clara’s All-Inclusive Playground
Grant Program.
Recommended Action
Adopt the Draft Resolution authorizing application to the County of Santa Clara’s All-
Inclusive Playground Grant Program for funding to replace an existing playground at
Jollyman Park with an All-Inclusive playground, and related actions.
Background
As part of the citywide park and recreation system master planning process, providing an
all-inclusive playground has been identified as community priority.
A feasibility study was undertaken this year to identify and evaluate park sites in the city
that would be suitable settings for an all-inclusive playground. The study findings were
presented to the Parks and Recreation Commission on June 7 and August 2, 2018. The
study identified four parks as potentially feasible sites: Creekside, Monta Vista, Memorial
and Jollyman parks. Each site was evaluated based on a range of criteria. The study
concluded that Jollyman Park was the top choice site. The Parks and Recreation
Commission concurred with this conclusion. The consultant prepared and presented
potential conceptual plans in August to replace either the northerly or the southerly
existing playground at Jollyman Park with an all-inclusive playground. Both locations
are suitable.
Last year the County of Santa Clara (“County”) created a matching grant program to help
fund creation of all-inclusive playgrounds in the county. When the Board of Superv isors
was considering the program, four city representatives spoke to the Board in support of
it. Speakers included Mayor Paul (Vice Mayor at the time), Commissioner Paulsen, City
Manager Brandt, and Director of Recreation and Community Services Milkes.
The County then funded a $10 million All-Inclusive Playground Grant (“AIPG”)
Program, and issued a call for projects in July 2017 with applications due in October. $2
248
million was allocated to each of the county’s 5 supervisorial districts. At that time,
Cupertino had not completed a planning process and was not in a position to compete for
a grant. Then-Mayor Vaidhyanathan sent a letter to the County indicating Cupertino’s
support for this program and interest in future such grant opportunities (Attachment A).
In January 2018, the County awarded $8 million in grant funding to 6 projects. Seventeen
eligible projects were submitted requesting $14.6 million. The $2 million available for
Cupertino’s district 5 was fully awarded to projects in Mountain View and Pa lo Alto,
therefore no further funding remained available for our district. In August, the County
awarded the $2 million that was still remaining for projects in districts 3 and 4.
On September 11, 2018 the City was notified that the Count y has issued a new round of
AIPG funding, called AIPG Program 2. Applications are due on October 12. (See
Attachment B.)
Discussion
AIPG Program 2 will provide $10 million in grants for all-inclusive playgrounds in Santa
Clara County. $2 million will be available in each of 5 supervisorial districts.
Acceptance of the grant would involve the following major commitments:
Provide the rest of the funding needed to implement the project
Complete construction within 3 years of execution of a funding agreement
Operate and maintain the playground for public use for 20 years
Staff is prepared to submit a grant application to the AICP Program 2 if the City Council
so directs. The proposed project includes replacement of an existing playground with a
new all-inclusive playground at Jollyman Park, the top choice location per the Feasibility
Study, at a total cost of approximately $5 million. The new playground would include a
variety of all-inclusive elements and areas such as slide, spinner, swing, sound play,
climbing, tot play, and quiet zones, as well as amenities such as shade and seating.
The proposed funding scenario includes $1.2 million in City funds, a significant AICP
grant, and future fundraising to provide the remaining project funding for a total project
budget of ~$5 million. This ratio is in keeping with successful applications for projects of
similar scale in the previous funding cycle, which relied heavily on anticipated donations.
If the City Council wishes to proceed with a grant application, an Authorized
Representative must be identified to sign associated documents on behalf of the City. The
Public Works Director is recommended for this role. Should the grant application be
successful, the City must be willing to appropriate $1.2 million in City funds and to
proceed with a fundraising effort to attract donations. This is expected to involve working
with an experienced firm that specializes in fundraising, or working with a suitable
249
foundation, such as Magical Bridge Foundation. Staff will return to Council with a
recommendation for implementing the fundraising task. If a project moves forward, staff
will actively reach out to neighbors and the community to involve them in the design
process.
Fiscal Impact
Should the grant application be successful, the City would be required to provide $1.2
million in funding and to pursue additional outside donations.
Prepared by: Gail Seeds, Park Improvement Manager, Recreation and Community
Services
Reviewed by: Jeff Milkes, Director of Recreation and Community Services
Approved for Submission by: Amy Chan, Interim City Manager
Attachments:
A – Letter to County Board of Supervisors, November 2017
B – All-Inclusive Grant Program Procedural Guide, Program 2, September 2018
C – Draft Resolution
250
251
252
AIPG Procedural Guide Page 1
ALL-INCLUSIVE PLAYGROUND GRANT
PROGRAM
PROGRAM TWO
Procedural Guide
September 11, 2018
County of Santa Clara
Application due date: Friday, October 12, 2018 by 5:00 PM
253
AIPG Procedural Guide Page 2
TABLE OF CONTENTS
ALL-INCLUSIVE PLAYGROUND GRANT PROGRAM ............................................... 3
Purpose and Funding ............................................................................................... 3
Applicant Eligibility ................................................................................................... 3
Project Eligibility Criteria .......................................................................................... 3
Available Grant Funds .............................................................................................. 4
Grantee Match ......................................................................................................... 4
What can I use to match an AIPG grant? ................................................................. 4
In-Kind Contributions ................................................................................................ 4
Project Savings ........................................................................................................ 5
Property Owner Approval ......................................................................................... 5
Grant Scope/Cost Estimate ...................................................................................... 5
Application Packet Submittal .................................................................................... 5
Reservations ............................................................................................................ 7
Execution of Grant Agreement ................................................................................. 7
CEQA ....................................................................................................................... 7
Multi-Lingual Signage ............................................................................................... 7
Insurance ................................................................................................................. 8
Prevailing Wages ..................................................................................................... 8
Timeline for Project Completion ............................................................................... 8
Progress Reports ..................................................................................................... 8
Changes to Grant Agreement Term ......................................................................... 8
Operation and Maintenance ..................................................................................... 8
Funding Assistance Acknowledgement .................................................................... 9
Reimbursements ...................................................................................................... 9
Final Reimbursement ............................................................................................. 10
Accounting Requirements ...................................................................................... 10
Record Retention ................................................................................................... 10
APPENDIX A: Accessible Play Areas ................................................................... 12
APPENDIX B: ASTM POLICIES ............................................................................ 13
APPENDIX C: All-Inclusive Playground Grant Program Policies ........................... 14
APPENDIX D: APPLICATION PACKET REQUIREMENTS AND CHECKLIST ..... 16
APPENDIX E: ALL-INCLUSIVE PLAYGROUND APPLICATION FORM ............... 17
APPENDIX F: PROJECT PROPOSAL .................................................................. 18
APPENDIX G: GRANT SCOPE/COST ESTIMATE FORM .................................... 21
APPENDIX H: FUNDING SOURCES FORM ......................................................... 22
APPENDIX I: EVALUATION FACTORS ................................................................ 23
APPENDIX J: SAMPLE GRANT FUNDING AGREEMENT ................................... 24
254
AIPG Procedural Guide Page 3
ALL-INCLUSIVE PLAYGROUND GRANT PROGRAM
Purpose and Funding
The Board of Supervisors of the County of Santa Clara established the All-Inclusive
Playground Grant Program (AIPG) in 2017 to provide grants to local cities, school
districts, non-profits and/or other governmental entities interested in building all-
inclusive playgrounds in their communities located within Santa Clara County. This
funding opportunity serves as a catalyst to communities within the County to provide
facilities of regional significance for seniors, children and parents with disabilities.
For AIPG Program Two, a cumulative total of up to $10 million in matching funds is
available Countywide, allocated among supervisorial districts. Up to $2 million in
matching funds is available in each supervisorial district. One or more grant projects may
be awarded per district.
The Board of Supervisors awards grants on a competitive basis following staff review
and the All-Inclusive Playground Grant Review Committee (Review Committee)
recommendation. The Board of Supervisors is not obligated to fund any AIPG
projects, even if the project has been deemed eligible for funding by the Review
Committee or County staff.
The program is governed by any existing or future policies and procedures that may
be approved or amended from time to time by the Board of Supervisors. See
Appendix C.
The Board of Supervisors, by approving this program, hereby designates the Director
of the Parks and Recreation Department as the administrator and manager of the All-
Inclusive Playground Grant Program, using funds other than Park Charter funds.
Applicant Eligibility
Local public agencies and non-profit corporations with 501(c)(3) certification are eligible
to apply for grant funds for projects that will be constructed within the geographical limits
of Santa Clara County.
Project Eligibility Criteria
1. The project must be located within the geographical limits of Santa Clara County.
2. The playground must be accessible to the public on a non-discriminatory basis.
3. The project must conform with the US Access Board Play Guide (Appendix A).
4. The project must comply with ASTM Policies, its equivalent or better (see
Appendix B, section 105.2.3).
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AIPG Procedural Guide Page 4
5. The project must be for a regionally serving playground that includes elements
that make the playground accessible not only to the 10% of those with disabilities
in wheelchairs, but also to the 90% of those with disabilities who are not in
wheelchairs. The design must include elements to address the needs of people
with Autism Spectrum Disorder, Sensory Challenges, Visual and Auditory
Impairments, Cognitive, Developmental and Physical Disabilities.
6. The Project must include a design that goes above and beyond minimum
standards set by the Americans with Disabilities Act, to ensure that seniors,
children and parents with disabilities can truly make use of the playground.
7. The Project must include a plan for long-term playground maintenance and
upkeep that is funded by sources other than the grant funds.
Available Grant Funds
A cumulative total of up to $10 million is available Countywide, allocated among
supervisorial districts -- $2 million in each supervisorial district. One or more grant
projects may be awarded per district. These are matching funds only. A Grant award
may fund up to fifty percent of actual project expenditures incurred, but such award shall
not exceed the funding limits per District. Applicants may request different amounts, but
no more than $2 million may be awarded to any single project.
Grantee Match
The Match is one Applicant dollar to one AIPG dollar for all AIPG grants. This is a
reimbursement program. Up to fifty percent of the actual project expenditures, not to
exceed the Grant award amount, may be reimbursed in accordance with the
Reimbursements section of this Procedural Guide. If actual Project costs exceed the
Grantee’s original estimate of Project costs stated in the Grant Application, these
excess costs will not be reimbursed. The basis for the County’s matching fund
contribution will be solely determined by the Project cost estimate presented in the
Grant Application. However, if the final costs are less than this estimate, Grantee may
receive less than the full grant award amount (as solely determined by the County).
There may be an exception to the cash match requirement for school districts and/or
individual schools serving predominately lower income families as defined by having
50% or more students eligible for free and reduced-priced meals.
What can I use to match an AIPG grant?
The Applicant may include cash and other non-County grant funds to cover their Project
costs.
In-Kind Contributions
In-kind contributions and services (such as volunteer labor, administration staff time
devoted to managing the project, etc.) shall not be counted as matching contributions
from the Grantee. Applicants may discuss any in-kind contributions to their Project in
the budget section of the Project Proposal (Appendix F), but it will not be counted.
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Only items which are funded by Grantee cash or other non-County grant funds are
eligible to be considered as ‘hard costs’ for purposes of determining grant award
budget qualification and must be listed in the Grant Scope/Cost Estimate Form
(Appendix D).
Project Savings
The basis for the County’s matching fund contribution will be solely determined by
the Project cost estimate presented in the Grant Application. However, if the final
costs are less than this estimate, Grantee may receive less than the full grant
award amount (as solely determined by the County).
Property Owner Approval
Where Projects are located on property not owned by the Grantee, then Grantee must
submit as a part of their/its application, a copy of a signed written approval from the
property owner granting a license or lease for the playground Project intended and such
agreement shall provide a minimum term of 20 years in duration. The property owner
will be required to sign the Grant Agreement if grant funds are awarded.
Grant Scope/Cost Estimate
The Grant Scope/Cost Estimate Form (Appendix G) establishes the expected
deliverables for project completion if a grant is awarded. To be eligible for
reimbursement, work items funded by the grant must be listed on the Grant Scope/Cost
Estimate Form. Describe each work item listed on the Grant Scope/Cost Estimate Form
using phrases such as
“Construct a new ………”
“Purchase and install ………”
Provide a cost estimate for each work item listed on the Grant Scope/Cost Estimate
Form. The estimated total project cost on the Grant Scope/Cost Estimate Form must
equal the estimated total project cost listed on the AIPG Application Form.
Application Packet Submittal
This process does not commit the County to fund, nor does it commit the County to pay
any cost incurred in the submission of an application, or in making necessary studies or
designs for the preparation thereof, nor procure or contract for services or supplies.
Furthermore, no reimbursable cost may be incurred in anticipation of grant funding. All
costs associated with the application preparation are solely the responsibility and liability
of the submitting applicant.
Complete the AIPG Application Form (Appendix E) and prepare a project proposal
addressing the questions in Appendix F. Do not make any modifications to the
order, format, font size, or content of the AIPG Application Form. If modifications
are made, the grant application will not be considered.
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The applicant must designate an authorized representative to sign the AIPG
Application Form. This person will be responsible for executing all documents,
including the Grant Agreement, and has the authority to legally bind the applicant.
The application packet should be presented in the order indicated in Appendix D:
Application Packet Requirements and Checklist and keyed to a table of contents.
If a Checklist item does not apply, note “N/A” and provide a brief explanation why
the item is not applicable. The application Checklist should be submitted as part
of the grant application packet to assist staff in determining the completeness of
the application.
Submit only the items shown in the Checklist. Do not submit supplementary
materials, such as PowerPoint presentations, videos, or letters of support.
Application packets may be stapled, but not bound (e.g. coil or ring binding) or
placed in folders. Number all pages. Hand numbered pages are acceptable.
Applicants may submit an application for more than one playground site, but not
multiple applications for the same playground. A separate application packet
must accompany each project.
Submit one (1) unbound original paper copy with wet ink signatures and
one (1) electronic copy on a USB Flash drive of the complete application
packet including scanned signatures (see Appendix A: Application Packet
Requirements and Checklist).
Application packets may be mailed or hand delivered to the address below. FAX or
electronic (email) submissions will not be accepted.
Application packets must be received by 5:00 p.m. on October 12, 2018, directed to:
The County expects to announce grant awards (intent to award) in December 2018.
Christian Elliott, Grants Management Analyst
County of Santa Clara, Parks and Recreation Department
298 Garden Hill Drive
Los Gatos, CA 95032
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Reservations
The County reserves the right to make changes to this process without liability,
obligation or requirement to pay any costs incurred by any applicant in applying for
grant funding, including but not limited to:
1. Reject all applications without any reason for the rejection.
2. Ask the applicant to revise or modify its application.
3. Modify, in the final Grant Agreement, any terms and/or conditions
described in this Procedural Guide.
4. Terminate this process at any time for the convenience of the County.
5. Change any of the procedures or process described in this Manual
Execution of Grant Agreement
Prior to funding, Grantee shall execute the legally binding Grant Agreement, without
Grantee modification, which includes the Grant Scope /Cost Estimate for the project, a
sample of which is attached herein as Appendix J. The scope of work cannot be
materially changed once the grant is awarded and the Grant Agreement is executed.
Grant applicants should carefully review the terms of the Grant Agreement
before completing the application packet.
The Grant Agreement includes any special conditions imposed during the grant
approval process that must be completed in order to close out the Grant Agreement
and receive reimbursement funds.
Once Applicant has been given a Grant Agreement, it must be signed and returned to
the County’s Grant Program Administrator, for County execution. Only the Board of
Supervisors can approve the Grant Agreement. Funds are not committed until the
Grant Agreement is fully executed by the County.
CEQA
Grant projects require compliance with the California Environmental Quality Act (CEQA).
Check with your local city or county planning agency for more information on how to
complete CEQA. Although CEQA does not need to be completed prior to submitting a
grant application, prior to construction or any grant funds being disbursed, CEQA must be
completed. If you have completed CEQA, please submit one of the documents listed
below with your application. If CEQA is not completed, the applicant shall describe any
steps taken to comply with CEQA.
1. Notice of Exemption filed with, and stamped by, the county clerk, or
2. Initial Study with a Negative Declaration and a copy of the Notice of
Determination filed with, and stamped by the county clerk, or
3. Initial Study and an Environmental Impact Report and a copy of the Notice of
Determination filed with and stamped by the county clerk.
Multi-Lingual Signage
Projects must include publicly accessible/viewable multi-lingual signage appropriate to
the diverse community where the project is located. This could include providing
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information regarding playground usage, as well as wayfinding or directional signage,
including for play areas that may be located away from the street.
Insurance
Grantees must comply with all insurance and indemnity requirements set out herein and
in Appendix J.
Prevailing Wages
All agreements with third parties for work or services needed to complete the grant
project must include an obligation of the contractor to meet and comply with applicable
state of California prevailing wage laws. For more information on prevailing wage,
Grantees should visit the State of California Department of Industrial Relations website
at: https://www.dir.ca.gov/Public-Works/Prevailing-Wage.html
Timeline for Project Completion
Grant projects cannot commence until the Funding Agreement has been fully
executed. Grant projects must be completed within three (3) years from the date of
execution of the Grant Agreement. If the project cannot be completed within the
required timeframe, the grantee forfeits all right or entitlement to receive any
reimbursement of costs from the County under this grant program and the Grant
Agreement.
Progress Reports
Grantees may be required, at County’s sole option, to submit written progress reports
to the designated County Parks and Recreation Department Grants Program
Administrator, which may be on a semi-annual or annual basis during the Term of the
Grant Agreement. At the request of the County, Grantees may also be required to
present progress reports in open session at regularly scheduled Board of Supervisors
meetings.
Changes to Grant Agreement Term
Within three years from the date of execution of the Grant Agreement, Grantee must
complete the project and demonstrate the project to be fully usable for its intended
purpose as an all-inclusive playground. The County, without the obligation to do so, may
approve an extension of the term of the Grant Agreement for reasonable delays not
within the control of the grantee. The grantee must request the extension within the first
32 months from the date of Grant Agreement execution.
Operation and Maintenance
Upon completion of the grant project, the grantee must open the All-Inclusive
Playground to the public, and continuously operate and maintain the Playground for the
benefit of the public for a period of at least twenty (20) years. On-going maintenance,
operation, management, repair and improvement of the Playground is solely the
responsibility of the grantee.
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Funding Assistance Acknowledgement
Grantees are required to publicly acknowledge the County of Santa Clara funding
assistance. The primary recognition will be a plaque permanently affixed at a prominent
location on the project site, visible to the public. The County must approve the sign
design prior to installation. Additionally, grantees must give credit to the County in
project-related materials including newsletters, brochures, and internet messages
regarding the project for which AIPG funds were used. The acknowledgement credit
shall read: “This project made possible in part by a grant from the County of Santa
Clara’s All-Inclusive Playground Grant Program.” The Grantee must notify the County of
any public dedication events at least 30 days in advance and must give the County the
opportunity to participate. The Grantee must also provide the County with a copy of any
project related press/media release.
Reimbursements
Grantees must keep accurate accounting records of all AIPG project expenditures in
accordance with Generally Acceptable Accounting Practices (“GAAP”) or GAAP
equivalent. Grant funds are issued on a reimbursement basis only, based upon
completion of the Grant funding agreement requirements. No advanced funds are
issued. Reimbursement is limited to actual expenditures paid by Grantees for work
approved in the “Grant Scope” of the Grant funding agreement and listed in the Grant
Scope/Cost Estimate Form included with the application packet. These claimable
expenditures must be incurred within the contract performance period.
When to make your first reimbursement request. Grantee shall only request
reimbursement after first having constructed at least 30 percent of the Project.
Documentation substantiating construction and claimable expenditures must be provided
with the first reimbursement request.
Reimbursements on a bi-annual basis. Grantees may submit requests for
reimbursement to the County on a bi-annual basis when the Project has accrued
claimable expenditures exceeding $1,000 during the previous six-month period. The
submittal dates are January 1st and July 1st. Grantees must provide:
1. Itemized invoice(s) requesting reimbursement of eligible costs. Itemizations
must clearly show the relationship between the expenditures and the grant
scope of work in the Grant funding agreement.
2. Clear copies of grant project invoices directed to the grantee.
3. Evidence that all invoices have been paid. For example, a clear copy of both
sides of a check or warrant issued to pay said invoices, or a receipt evidencing
such payment. Bank account statements will not be accepted.
If the reimbursement request is satisfactory, the County will endeavor to provide
payment to the grantee within sixty days of a complete submittal.
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Final Reimbursement
Upon Project completion, the Grantee must submit a final reimbursement request that
includes all the items required in a standard reimbursement request and at least four
photographs of the completed project and additional photographs of the permanently
installed AIPG funding acknowledgement sign.
Final reimbursement requests must be submitted at least thirty (30) days prior to the
expiration of the three-year time period required for completion of the project. It is
the responsibility of the grantee to be knowledgeable of the deadlines for completing
the project and for timely submitting information, documents, and invoices to County.
Accounting Requirements
Using GAAP or GAAP equivalent, Grantees are responsible for maintaining fiscal
controls and fund accounting procedures that will show the following:
1. The disposition of the funds used to complete the project.
2. The total costs of the grant project or undertaking in connection with which such
funds are given or used.
3. The amount and nature of that portion of the grant project cost supplied by other
sources.
4. Any other records and controls that will facilitate an effective audit by the County
or any third parties.
The fiscal controls and accounting procedures used to record grant project costs and
fund receipts should, at a minimum, be based on generally accepted accounting
standards and principles. County may require additional accounting or controls.
Record Retention
The grantee must maintain grant project records (including paper and electronic media,
as appropriate) showing compliance with all aspects of the Grant Agreement and these
Guidelines for three (3) years after completion of the grant project or until all claims are
settled, whichever occurs last.
All grant project records must be made available to the County within five (5) working
days of the County’s reasonable notice. If the County determines that the grantee used
the grant for ineligible costs, or other terms of the Grant Agreement were breached, the
County may take any action permitted under the law or authorized actions under the
Grant Agreement, including but not limited to requiring the grantee to repay the grant,
with interest at the rate earned on County's investments, and the cost of the audit.
All applications and documentation submitted with the applications (including any and all
information contained therein) become the exclusive and sole property of the County.
The County is a public agency subject to the disclosure requirements of the California
Public Records Act (“CPRA”). If proprietary information is contained in documents
submitted to County, and Applicant claims that such information falls within one or more
CPRA exemptions, Applicant must clearly mark such information “CONFIDENTIAL AND
PROPRIETARY” and identify the specific lines containing the information, prior to
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submitting such documents or information to the County. In the event of a request for
such information, the County will make reasonable efforts to provide notice to Applicant
prior to such disclosure. Applicant shall have no more than three (3) calendar days from
the date of County’s notice to inform County that applicant believes such information to
be exempt from disclosure under the CPRA and to thereafter immediately file and obtain
approval of a motion in a court of law within Santa Clara County for a temporary
restraining order or injunction to prevent County from releasing said information or
documents; otherwise, the information/documents will be released. Applicant further
agrees that it shall defend, indemnify and hold County harmless against any claim, action
or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees)
that may result from denial by County of a CPRA request for information arising from any
representation, or any action (or inaction), by the Applicant.
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APPENDIX A: Accessible Play Areas
A Summary of Accessibility Guidelines for Play Areas by the
U.S. Access Board
These guidelines are found online at:
https://www.access-board.gov/attachments/article/1369/play-guide.pdf
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APPENDIX B: ASTM POLICIES
ADA Standards , Chapter 105 Referenced Standards, Section 2. 3
https://www.access-board.gov/guidelines-and-
standards/transportation/facilities/about-the-ada-standards-for-
transportation-facilities/ada-standards-for-transportation-facilities-single-
file
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APPENDIX C: All-Inclusive Playground Grant Program Policies
County of Santa Clara
ALL-INCLUSIVE PLAYGROUND GRANT PROGRAM POLICIES
Policy 1
The All-Inclusive Playground Grant Program will provide matching funds
to assist cities, non-profits, school districts and other governmental
entities located and operating in Santa Clara County in building all-
inclusive playgrounds in their communities.
Policy 2
After review and screening by the Parks and Recreation Department,
qualifying applications will be forwarded to the Review Committee.
Prospective grantees will be recommended to the Board of Supervisors
by the Review Committee.
Policy 3
A Grant award may fund up to fifty percent of actual project expenditures
incurred, but such award shall not exceed the funding limits per District, as
set out in the All-Inclusive Playground Grant Program Procedural Guide.
Policy 4
Grant proposals must include a plan for long-term playground
maintenance and upkeep that is funded beyond the scope of the grant.
All incurred costs related to upkeep and maintenance is the
responsibility of the grantee.
Policy 5
The capacity of an organization to complete the grant project within the
designated period is weighed in the evaluation process.
Policy 6
The Review Committee will consider the staff recommendations
in evaluating the grant proposals.
Policy 7
All-Inclusive Playground Grant Program Project Agreements will have a
three-year term. Funds are not committed until the Project Agreement is
executed.
Policy 8
Grant funds will be issued on a reimbursement basis only in accordance
with the All-Inclusive Playground Grant Program Procedural Guide, and
based upon completion of the Project Agreement funding requirements.
No advanced funds will be issued.
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Policy 9
Applicants must submit annual progress report(s) outlining progress
made towards the completion of the grant project.
Policy 10
One (1) All-Inclusive Playground Grant Program project agreement
extension for a term no longer than three (3) years may be granted only
under special circumstances. If the project cannot be completed within
the required timeframe, unused grant funds will be returned to the All-
Inclusive Playground Grant Program Funds
Policy 11
Annually in June, grant administration staff will report to the Board of
Supervisors on the status of the program, and formally rollover any
unallocated funding to the next fiscal year.
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APPENDIX D: APPLICATION PACKET REQUIREMENTS AND CHECKLIST
1. AIPG Application Form. See Appendix E. The Master Application Form must be
completed and signed by the applicant’s authorized representative.
2. Project Proposal. See Appendix F. In conjunction with the AIPG Application Form
(Appendix E), attach a written description of the project proposal. Provide a written
response to each of the evaluation factors in the order in which they appear.
3. Grant Scope/Cost Estimate. See Appendix G. The Grant Scope should be detailed
enough to itemize each project work item and must be consistent with the cost estimate.
4. Property Owner Approval. Attach lease, license, or agreement executed by property
owner and applicant committing the use of the property for a minimum of 20 years for
use as an all-inclusive playground on a continuous uninterrupted basis.
5. Funding Sources Form. See Appendix H. List the funding sources that will be used to
finance the grant project.
6. CEQA. Grant projects require compliance with the California Environmental Quality Act
(CEQA). Prior to any grant funds being disbursed, CEQA must be completed. If you
have completed CEQA, please submit one of the documents listed below with your
application. If CEQA is not completed, please describe any steps taken to comply with
CEQA.
Notice of Exemption filed with, and stamped by, the county clerk, or
Initial Study with a Negative Declaration and a copy of the Notice of Determination
filed with, and stamped by the county clerk, or
Initial Study and an Environmental Impact Report and a copy of the Notice of
Determination filed with and stamped by the county clerk.
7. 501(c)(3) Certification. Attach copy of 501(c)(3) certification.
8. Photos of Project Site. Attach a minimum of four (4) color photographs in 4” x 6” format
of the project site and site context presented in 8.5” x 11” format. No more than two
photographs per page. Include descriptions of each photograph.
9. Required Regulatory Permits. Attach a list of existing and additional permits required to
complete the grant project, if applicable, the status of each, and indicate when permit
approval would occur.
10. Public Access Schedule. Attach a schedule of public accessibility, including hours of
operation.
11. Project Use Diagram. Provide floor plan of the Project area and proposed uses of each
area, specifically designated public access areas and proposed use of other areas.
12. Timeline. Attach a timeline indicating the key milestones (such as design, engineering,
construction) for project completion.
13. Resolution/Certification. A Certification Letter authorizing the “Authorized
Representative” to apply for grant funding must be submitted if a governing body
Resolution cannot be obtained prior to the application submittal. A governing body
Resolution authorizing the “Authorized Representative” to execute a grant agreement
must be submitted prior to the execution of a grant agreement, if an award is made
(Reference Appendix E).
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APPENDIX E: ALL-INCLUSIVE PLAYGROUND APPLICATION FORM
County of Santa Clara
ALL-INCLUSIVE PLAYGROUND GRANT PROGRAM
PROJECT NAME Requested GRANT Amount $
Grantee Cash Contribution $
Other Funding Sources $
PROJECT PHYSICAL ADDRESS (including zip code) TOTAL PROJECT COST $
Nearest Cross Street
GRANT APPLICANT (entity applying for the grant) GRANT APPLICANT’S Mailing Address
AUTHORIZED REPRESENTATIVE AS SHOWN IN RESOLUTION OR CERTIFICATION LETTER
Name (typed or printed) and Title Email address Phone
DIRECTOR/PRESIDENT/CEO
Name (typed or printed) and Title Email address Phone
DAY-TO-DAY CONTACT for ADMINISTRATION of the GRANT (if different from AUTHORIZED REPRESENTATIVE)
_
Name (typed or printed) and Title Email address Phone
+
GRANT SCOPE: I/we represent and warrant that this Application Package describes the intended use of the
requested grant to complete the project items listed in the attached Cost Estimate Form and if such grant is awarded
I/we fully intend and shall comply with all terms and conditions of the All-Inclusive Playground Grant Application and
Procedural Guide including the Grant Agreement attached as Appendix J. I declare under penalty of perjury, under
the laws of the State of California, that the information contained in this Application Package, including required
attachments, is accurate.
Signature AUTHORIZED REPRESENTATIVE as shown in Resolution Date
Print Name
Title
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APPENDIX F: PROJECT PROPOSAL
In conjunction with the All-Inclusive Playground Grant Application Form (Appendix E), the
information contained in the project proposal will serve as the project application. Please
provide a written response to each of the following evaluation factors in the order in which
they appear and cite any studies, reports, or other data that support the responses.
The project proposal should be no more than ten pages (without attachments) printed
double-sided on 8 ½” x 11” paper in 12-point Arial font.
1. Project Description
Describe the proposed project and the specific work items to be funded
by the grant.
Who will be responsible for performing what activities (work items)?
2. All-Inclusive Playground Issues/Need/Public Purpose
How does the project address the need for accessible spaces for seniors,
children and parents with physical or cognitive disabilities within Santa
Clara County?
Describe how the design goes above and beyond minimum standards
set by the Americans with Disabilities Act, to ensure that seniors,
children and parents with disabilities can truly make use of the
playground
Describe what elements of this project make the playground accessible not
only to those with disabilities in wheelchairs, but also those with disabilities
who are not in wheelchairs. These should include elements to address the
needs of people with Autism Spectrum Disorder, Sensory Challenges,
Visual and Auditorium Impairments, medically fragile individuals, Cognitive,
Developmental and Physical Disabilities. Specifically identify which
elements of your proposed design address which disability. As an example,
understanding playground users with autism may get overstimulated with
ramps and connected play equipment, what is included in your design to
address this?
How will the project benefit the community and make a regionally
significant, long- term contribution to Santa Clara County?
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3. Public Access
Explain how the finished project will be publicly accessible as defined in
the eligibility criteria. Explain the general availability of access of this
project to the public, including year-round hours of operation.
Describe how the project includes multi-lingual signage appropriate to the
diverse community where the project is located, including providing
information regarding playground usage, and wayfinding or directional
signage, including for play areas that may be located away from the
street.
4. Budget
Describe the total project cost, and how it was determined, e.g. is the
project budget based on concept level estimates, detailed design level
estimates, or formal engineers estimate based on construction plans and
specifications.
Summarize the total project costs on the Grant Scope / Cost Estimate
Form (Appendix G – page 21). Supplemental information may be provided.
If the project is part of a long-range project (multi-phased), how many
phases are required to complete the project?
5. Project Readiness
Describe the funds currently available to complete the project. While not all
funding must be in place to apply for the grant, a funding plan must be in
place to secure all funds necessary to complete the project. If sufficient funds
are not currently available to complete the project, please describe how much
is committed from what source(s) and provide a detailed plan for fund raising
that includes your organizations track record and internal or external
expertise in fundraising. Please attach a copy of outside funding commitment
letters or agreements.
Summarize the total funding sources on the Funding Sources Form
(Appendix H, page 22). List the date funds were committed from an entity
other than the applicant, if funding has not been formally approved, note TBD
under date.
Describe what permits and entitlements are required for the project, and your
progress and plan, if applicable, toward attaining them.
Provide a project timeline with detailed schedule of project activities
enumerated.
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6. Long-Term Maintenance and Operation
Describe the plan for long-term maintenance and upkeep that is funded
beyond the scope of the grant.
What funding sources or other resources will be used to maintain and
operate the property in the future?
Who will be responsible for the maintenance and operation of the property
and ensuring its on-going availability for public use?
Provide an example of your organizations maintenance practices and
program for a comparable project.
7. Project Administration/Professional Capability/Schedule
Describe the personnel and methods to be utilized to carry out the project.
What individual or team will manage the project from the time the grant is
awarded until project completion?
What experience does this individual or management team have which
qualifies them to manage the project?
Is the proposed project schedule realistic and achievable?
Describe the status of needed agreements/permits towards the completion of
the project.
8. Land Tenure
If the grant applicant is a tenant or operator, provide the lease or agreement
executed by the property owner and the tenant/operator that adequately
safeguards the twenty-year use requirement and commitment.
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APPENDIX G: GRANT SCOPE/COST ESTIMATE FORM
APPLICANT PROJECT NAME
WORK TO BE PERFORMED* GRANTEE
MATCH
AIPG
GRANT
TOTAL
TOTAL PROJECT AMOUNT
Contingency (Optional) XXXXXXXXXX XXXXXXXXXXX
*Only items which are funded by grantee cash/match or AIPG grant funds and are
readily auditable ‘hard costs’ may be listed in the Grant Scope/Cost Estimate. Do not list
In-Kind Contributions.
The APPLICANT understands that this form establishes the expected GRANT deliverables.
Signature
APPLICANT’S AUTHORIZED REPRESENTATIVE
Date
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APPENDIX H: FUNDING SOURCES FORM
APPLICANT PROJECT NAME
FUNDING SOURCE DATE
COMMITTED
(If applicable)
AMOUNT
AIPG Funding TBD $
$
$
$
$
$
$
$
$
TOTAL FUNDING SOURCES
Must Equal Estimated Total PROJECT Cost $
CONTINGENCY $
List the amount and source of funds currently available to complete the project. While not all
funding must be in place to apply for the grant, a funding plan must be in place to secure all funds
necessary to complete the project. If sufficient funds are not currently available to complete the
project, please list other anticipated sources of funding. List the date funds were committed from an
entity other than the applicant; if funding has not been formally approved, note TBD. On a separate
sheet, provide a detailed plan for fund raising that includes your organizations track record and
internal or external expertise in fundraising.
Signature
APPLICANT’S AUTHORIZED REPRESENTATIVE
Date
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APPENDIX I: EVALUATION FACTORS
Review Committee will rank the applications according to the following evaluation
factors. A score sheet will be used to assign point values for each evaluation factor.
Assigned point values should be based on the following scales:
Points
Possible
Not At
All True
Not
Adequately
Generally
True
Mostly
True
Absolutely
True
5 0 1 2-3 4 5
10
15
0
0
1-3
1-5
4-6
6-8
7-9
10-13
10
15
20 0 1-6 7-12 13-19 20
PROJECT DESIGN (50 points)
How well does the project incorporate elements to address the full spectrum of access to
address the need for accessible spaces for children and parents with cognitive and physical
disabilities within Santa Clara County, not only to the 10% of those with disabilities in
wheelchairs, but also to the 90% of those with disabilities who are not in wheelchairs? (0-40
points)
Quality, functionality and attractiveness of the design (0-10 points)
LOCATION AND ACCESS OF PLAYGROUND (20 points)
Days and hours of operation throughout the year. (outside of school hours versus a park being
open all the time during park hours, for example). (0-10)
How publicly accessible is the site? For example, is it in a school which restricts access?
Convenient location of the playground within the facility? (0-10)
MAINTENANCE PROGRAM (10 points)
How well developed is the maintenance program?
Has applicant demonstrated responsible maintenance practices in comparable projects?
PROJECT READINESS/PROFESSIONAL CAPABILITY (20 points)
Progress towards attaining permits/entitlements. (0-5 points)
Feasibility of the funding plan. (0-5 points).
Is a manageable timeline proposed with a detailed schedule of project activities enumerated?
Schedule should be realistic and achievable. (0-5 points)
How well does the application describe the personnel and methods that will be used to achieve
the project objectives? (0-5 points)
The above evaluation factors total 100 possible points.
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APPENDIX J: SAMPLE GRANT FUNDING AGREEMENT
The Grant Agreement sample document begins on the next page.
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FUNDING AGREEMENT BY AND BETWEEN THE GRANTEE and THE COUNTY
OF SANTA CLARA
This Funding Agreement (“Agreement”) is made and entered into by and between the COUNTY of
SANTA CLARA, a political subdivision of the State of California (hereinafter referred to as the
“COUNTY”), and _________(hereinafter referred to as “GRANTEE”).
RECITALS
WHEREAS, the GRANTEE signed and submitted an all-inclusive playground
application (“Application”) to the COUNTY requesting grant funding to assist with the
construction and development of an all-inclusive playground, which is incorporated herein and
made a part of this Agreement by this reference (Exhibit B). COUNTY materially relies upon
the statements and documentation submitted by GRANTEE in said Application in its entirety
and based upon this material reliance COUNTY is willing to enter into this Agreement with
GRANTEE; and,
WHEREAS, the all-inclusive playground (the Project) is located at _____________ (the
Premises), in the city of _____, County of Santa Clara, and will be open to the general public on a
continuous non-interrupted basis for no less than twenty years from the date of Project completion; and,
WHEREAS, GRANTEE represents and warrants to COUNTY that GRANTEE, by itself and
through its contractors and consultants, has experience, expertise, financial capability and ability to
complete the Project contemplated herein and to fully perform all obligations and responsibilities under
this Agreement to completion; and,
WHEREAS, the Board of Supervisors, wishes to assist the GRANTEE in completing the
Project which serves as an all-inclusive playground on a continuous uninterrupted basis for at least 20
years (collectively, the “Public Purpose”); and,
WHEREAS, the Board of Supervisors has approved the award of Grant Funds (as defined
herein below) to GRANTEE provided GRANTEE complies with all terms and conditions of this
Agreement and has found that the Project will serve a public purpose of general COUNTY interest as
an all-inclusive playground; and,
WHEREAS, the award of the Grant Funds is contingent upon GRANTEE complying with all
terms and conditions of this Agreement, which includes GRANTEE satisfying all of the Grant
Scope/Cost Estimate Form representations contained in Appendix G of GRANTEE’s Application,
which is included within Exhibit B herein below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficient of which are hereby
acknowledge, COUNTY and GRANTEE agree to the foregoing and as follows:
1. All Recitals contained herein above are incorporated into and made a part of this Agreement
as terms and conditions.
2. The GRANTEE may utilize the Grant Funds specified in SECTION 4 of this Agreement to
complete the Project within three years from the Effective Date of this Agreement and shall
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return any unspent funds at the end of this three-year period.
3. The GRANTEE shall acknowledge the COUNTY’s contribution to the Project by placing
a plaque in public view within (project place) identifying the County of Santa Clara as a
sponsor of the Project; The plaque shall first be reviewed and approved by COUNTY
before it is installed; and,
4. The GRANTEE warrants and represents that it shall expend all Grant Funds in accordance
with the terms of this AGREEMENT and the All-Inclusive Playground Grant Program
Procedural Guide (the “Guide”) (Exhibit A) attached and incorporated herein by this
reference.
SECTION 1. PUBLIC PURPOSES
GRANTEE represents and warrants that it will use best efforts to secure all the requisite rights and
entitlements from public agencies, local government and the property owner (if any) to construct the
Project. GRANTEE further represents and warrants that it will ensure that at all times the subject
Project is open and available to the public on an equal basis, and accessible by all members of the
public, as an all-inclusive playground free of charge.
SECTION 2. GRANTEE RESPONSIBILITIES
COUNTY funding is subject to the following conditions:
(1) Responsibility of the GRANTEE. The GRANTEE will ensure that the Project is completed
and operated in compliance with all requirements of the All-Inclusive Playground Grant Program
Procedural Guide, and fully constructed and operational within three-years from the date of execution
of this Agreement, and GRANTEE shall act promptly and without delay with respect to such matters
in relation to the Project in accordance with the following:
a. Comply with all laws and Guide requirements, including but not limited to all
environmental, health and safety laws and all provisions of the public contracts code, where
applicable.
b. Comply with best industry practices and manufacturer design and
construction specifications for the Project.
c. Prepare plans and specifications for the Project and construction of the Project
using qualified persons with the requisite skills and expertise to complete the Project.
d. Prepare all environmental documents required for completion of the Project pursuant
to the California Environmental Quality Act, National Environmental Policy Act, and any rules and/or
regulations promulgated thereunder, where applicable. No funds will be dispersed until these
environmental requirements have been fully met.
e. Secure all approvals, permits, and certifications by government agencies required
for completion of the Project, where applicable.
f. Secure performance and payment bonds in 100% of the amount of the construction
contract to assure satisfactory completion of the Project, and the payment of laborers and suppliers
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of material.
g. Each year, during construction of the Project, GRANTEE shall cause a report to be
made to the County Board of Supervisors showing progress made towards completion of the Project.
(2) Capital Contributions by Parties to AGREEMENT
a. GRANTEE shall ensure that any funds in excess of the Grant Funds needed to
complete the Project are secured by GRANTEE and not by COUNTY.
b. No Grant Funds may be used for office space, salary, or administrative expenses
incidental to the Project, or for professional planning or architectural design fees, or pre-
construction services.
(3) Budget Contingency. Performance and/or payment by the COUNTY pursuant to this
Agreement is contingent upon the appropriation of sufficient funds by the COUNTY for the work
covered by this Agreement. If funding is reduced or deleted by the COUNTY for the work covered by
this Agreement, the COUNTY may, at its option and without penalty or liability, terminate this
Agreement or offer an amendment to this Agreement indicating the reduced amount.
SECTION 3. OPERATION AND MAINTENANCE
Upon completion of PROJECT construction, the GRANTEE warrants, represents and agrees that it, or
its authorized representatives, will operate, manage, and maintain the PROJECT for a period of at
least 20 consecutive years from the effective date of this AGREEMENT, for Public purposes, open to
the public and for the benefit of the general public. Ongoing operation, management, and maintenance
is solely the responsibility of the GRANTEE acting by itself or through its authorized representatives.
SECTION 4. COMPENSATION
(1) The COUNTY will provide the GRANTEE ___________($__.00) (“Grant Funds”) only in
accordance with the reimbursement provisions of the All-Inclusive Playground Grant Program
Procedural Guide. GRANTEE shall thoroughly review and develop an understanding of the
obligations set out in the All-Inclusive Playground Grant Program Procedural Guide, including but not
limited to the “Reimbursements” and “Final Reimbursement” sections.
(2) Any Grant Funds not expended pursuant to the terms and conditions of this Agreement shall
be returned to the COUNTY immediately. In addition, if, for whatever reason, the GRANTEE is
unable to ensure the completion of the construction of the Project or is unable to ensure that the all-
inclusive playground is operated, managed, and maintained for twenty (20) consecutive years from the
date of Project completion (which date must be no later than 3 years from the effective date of this
Agreement), then GRANTEE shall immediately refund to the COUNTY all the Grant Funds, even if
such funds have already been expended for the Project.
SECTION 5. RECORDS RETENTION AND AUDIT
(1) GRANTEE will maintain Project records for audit purposes for three (3) years after
completion of the PROJECT or until all claims are settled, whichever occurs last. All records and data
shall be available to COUNTY upon reasonable notice within five (5) working days of a request by
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COUNTY. GRANTEE shall repay COUNTY with interest at the rate earned on COUNTY’s
investments for any unauthorized activities disclosed by audit or inspection, including the cost of the
audit, within thirty (30) days of demand by COUNTY.
(2) Audits may be conducted at the discretion of the Santa Clara County Parks and Recreation
Department. The audits may take two forms; a walk through inspection of the Project and informal
review of the Project records by Parks and Recreation Department staff, and/or a formal financial
audit conducted by either COUNTY staff or a consultant. GRANTEE should be prepared for either
or both types of audits. A walk through inspection may occur at the beginning of a Project, prior to
approval of the final reimbursement request, or at periodic intervals throughout the Project. A
formal financial audit may occur as deemed necessary by the Santa Clara County Parks and
Recreation Department.
SECTION 6. INDEMNIFICATION.
GRANTEE covenants, warrants, represents and agrees that it shall indemnify, defend, save and hold
harmless the COUNTY and all of its employees, officers, directors, attorneys, agents, contractors,
successors and assigns in accordance with the indemnification provisions of Exhibit C_, which is
incorporated herein and made a part of this agreement by this reference.
SECTION 7. TERM OF AGREEMENT
This Agreement is effective as of the date of its full execution and shall terminate twenty years from the
date of Project completion, unless otherwise terminated earlier pursuant to the terms of this Agreement.
SECTION 8. NOTICES
Any notices provided herein shall be deemed received when mailed or delivered to the respective parties
addressed as follows:
COUNTY OF SANTA CLARA GRANTEE
Don Rocha, Interim Director
Parks and Recreation Department
298 Garden Hill Drive
Los Gatos, CA 95032
Phone. (408) 355-2220
NAME, TITLE
DEPARTMENT
ADDRESS
CITY, STATE, ZIP
Phone.
SECTION 9. MISCELLANEOUS
(1) Entire Agreement. This document represents the entire agreement between the parties in
relation to the subject matter contained herein. All prior negotiations and written and/or oral
agreements between the parties with respect to the subject matter of the agreement are merged into
this Agreement.
(2) Amendments. This Agreement may only be amended by a written instrument signed
by authorized representatives of both parties.
(3) Conflict of Interest. GRANTEE shall comply, and require its contractors, employees,
agents, representatives, subcontractors and consultants to comply, with all applicable (i) requirements
governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of
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interest laws and regulations including, without limitation, California Government Code section 1090
et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and
the regulations of the Fair Political Practices Commission concerning disclosure and disqualification
(2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material
breach of this Agreement and is grounds for immediate termination of this Agreement by the
COUNTY.
a. In accepting this Agreement, GRANTEE covenants, warrants, represents, and agrees
that it presently has no interest, and will not acquire any interest, direct or indirect, financial or
otherwise, which would conflict in any manner or degree with the performance of this Agreement.
GRANTEE further covenants that, in the performance of this Agreement, it will not employ any
contractor, consultant or person having such an interest. GRANTEE, including but not limited to
GRANTEE’s employees, contractors, subcontractors and consultants, may be subject to the disclosure
and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1)
requires such persons to disclose economic interests that may foreseeably be materially affected by the
work performed under this Agreement, and (2) prohibits such persons from making or participating in
making decisions that will foreseeably financially affect such interests.
b. If the disclosure provisions of the Political Reform Act are applicable to any individual
providing service under this Agreement, GRANTEE shall ensure that all such individuals identified
pursuant to this section understand that they are subject to the Act and shall conform to all requirements
of the Act and other applicable laws and regulations including, as required, filing of Statements of
Economic Interests within 30 days of commencing any work pursuant to this Agreement, annually by
April 1, and within 30 days of their termination or cessation of work pursuant to this Agreement.
(4) Governing Law, Venue. This Agreement, and all the rights and duties of the parties arising
from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated
by it, shall be governed by, construed, and enforced in accordance with the law of the State of
California (excluding any conflict of laws provisions that would refer to and apply the substantive
laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including arbitration
proceedings, shall be brought only in Santa Clara County, California. EACH OF THE PARTIES
CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS,
STATE AND FEDERAL, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA.
(5) Assignment. No assignment of this Agreement or of any of the rights or obligations
hereunder shall be valid without the prior written consent of COUNTY.
(6) Waiver. No delay or omission by either party hereto to exercise any right occurring upon
any noncompliance or default by the other party with respect to any of the terms of this Agreement
shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the
parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall
not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or
agreement herein contained.
(7) Non-Discrimination. GRANTEE represents, warrants and agrees that it and its contractors,
consultants and representatives shall comply with all applicable Federal, State, and local laws and
regulations including Santa Clara County’s policies concerning nondiscrimination and equal
opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil
Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of
1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code
sections 12900 et seq.); and California Labor Code sections 1101 and 1102. GRANTEE represents,
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warrants and agrees that it shall not discriminate against any contractor, subcontractor, employee, or
applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender,
sexual orientation, mental disability, physical disability, medical condition, political beliefs,
organizational affiliations, or marital status in the recruitment, selection for training including
apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of
compensation. GRANTEE also represents, warrants, and agrees that it shall not discriminate in
provision of work performed in relation to this Agreement because of age, race, color, national origin,
ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical
condition, political beliefs, organizational affiliations, or marital status.
(8) COUNTY No-Smoking Policy. GRANTEE and its employees, agents, contractors,
subcontractors and consultants, shall comply with the COUNTY’s No-Smoking Policy, as set forth in
the Board of
Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1)
at the Santa Clara Valley Medical Center Campus and all COUNTY-owned and operated health
facilities, (2) within 30 feet surrounding COUNTY-owned buildings and leased buildings where the
COUNTY is the sole occupant, and (3) in all COUNTY vehicles.
(9) Food and Beverage Standards. Except in the event of an emergency or medical necessity,
COUNTY’s nutritional standards shall apply to any foods and/or beverages purchased by GRANTEE
with Grant Funds for COUNTY-sponsored meetings or events.
(10) California Public Records Act. All documents and records provided to or made available to
COUNTY under this Agreement become the property of the COUNTY, which is a public agency
subject to the disclosure requirements of the California Public Records Act (“CPRA”). If GRANTEE
proprietary information is contained in documents submitted to COUNTY, and CITY claims that such
information falls within one or more CPRA exemptions, GRANTEE must clearly mark such
information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the
information. In the event of a request for such information, the COUNTY will make reasonable efforts
to provide notice to GRANTEE prior to such disclosure. If GRANTEE contends that any documents
are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability,
and expense to obtain a protective order, injunctive relief, or other appropriate remedy from a court of
law in Santa Clara County before the COUNTY responds to the CPRA request. If GRANTEE fails to
obtain such a remedy before the COUNTY responds to the CPRA request, COUNTY may disclose the
requested information and shall not be liable or responsible for such disclosure.
a. GRANTEE further warrants, represents and agrees that it shall defend, indemnify, and hold
COUNTY harmless against any and all claims, actions or litigation (including but not limited to all
judgments, costs, fees, and attorney’s fees) that may result from denial by COUNTY of a CPRA request
for any information arising from any representation, or any action (or inaction), by the GRANTEE, its
contractors, consultants, employees, agents, or representatives.
(11) No Third Party Beneficiaries. This Agreement does not, and is not intended to, confer any
rights or remedies upon any person or entity other than the parties signing this Agreement.
Subcontractors, sponsors and affiliates shall have no right or claim attaching to this Agreement
or to the Grant Funds and are not third party beneficiaries of or to this Agreement.
(12) Relationship of the Parties. The Parties acknowledge and agree that nothing set forth in this
Agreement shall be deemed or construed to render the parties as joint venturers, partners, agents, a
joint enterprise, employer-employee, or lender-borrower. GRANTEE shall have no authority to
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employ any person as employee or agent on behalf of COUNTY for any purpose. Neither GRANTEE
nor any person using or involved in or participating in the Project or in the use of the Grant Funds shall
be deemed a third party beneficiary to this Agreement nor an employee or agent of COUNTY, nor
shall any such person represent himself or herself to others as a third party beneficiary to this
Agreement or as an employee or agent of COUNTY.
(13) No Indemnification and Insurance by COUNTY. Nothing contained in this Agreement is to
be construed as an indemnification by COUNTY for any loss, damage, injury or death arising out of
or caused, in whole or in part, by the COUNTY or its Board of Supervisors, officers, executives,
attorneys, employees, agents, representatives, contractors or subcontractors. Nothing contained herein
shall be construed to, and nothing shall, obligate the COUNTY to provide any insurance, indemnity or
protection for or on behalf of any third party, the Project or the property owner.
(14) Subcontractors. If any obligation is performed for or on behalf of GRANTEE through a
consultant, contractor or subcontractor, GRANTEE will remain fully responsible for the performance of
all obligations under this Agreement and GRANTEE will be solely responsible for all payments due to
its contractors, consultants, or subcontractors. No contract, subcontract or other agreement entered into
by GRANTEE with any third party in connection with this Agreement, or for or in relation to the use of
the Grant Funds,will provide for any indemnity, guarantee or assumption of liability by, or other
obligation of, COUNTY with respect to such arrangement. No contractor, consultant or subcontractor
will be deemed a third party beneficiary for any purposes under or to this Agreement.
(15) Nonexclusive Agreement. GRANTEE agrees that this Agreement is non-exclusive and
COUNTY may at any time, in its sole discretion, enter into agreements with other parties for any
purpose deemed to be in the best interest of the COUNTY.
(16) Paragraph Headings. The headings and captions of the various paragraphs and
subparagraphs hereof are for convenience only, and they shall not limit, expand or otherwise affect
the construction or interpretation of this Agreement.
(17) Cumulative Remedies. The rights and remedies of the parties to this Agreement, whether
pursuant to this Agreement or in accordance with law, shall be construed as cumulative, and the
exercise of any single right or remedy shall constitute neither a bar to the exercise of nor the waiver of
any other available right or remedy.
(18) Counterparts. This Agreement may be executed in several counterparts, and all of such
counterparts so executed together shall be deemed to constitute one and the same agreement, and each
such counterpart shall be deemed to be an original. Facsimile or electronic signatures shall have the
same legal effect as original or manual signatures if followed by mailing of a fully executed original to
both parties.
(19) Construction/Severability. This Agreement shall not be construed more strongly against
either party regardless of who is more responsible for its preparation. If any provision of this
Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity
or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but
the Agreement shall be construed as not containing the particular provision or provisions held to be
invalid or unenforceable.
(20) Authority. Each party represents and warrants that it has executed this Agreement freely,
fully intending to be bound by the terms and provisions contained in this Agreement and that the
persons signing below are authorized to sign on each party’s behalf.
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(21) Office of Foreign Assets Control Compliance. GRANTEE represents to COUNTY that:
(a) GRANTEE and each of the GRANTEE Representatives are not acting, and shall not act, directly or
indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the
United States Treasury Department as a terrorist, “Specially Designated National and Blocked
Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order,
rule or regulation enforced or administered by the federal Office of Foreign Assets Control; and (b)
GRANTEE, and the GRANTEE Representatives, are not engaged in this transaction, directly or
indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of
any such person, group, entity, or nation.
(22) COUNTY Regulatory Authority. GRANTEE acknowledges and agrees that COUNTY,
acting not as landlord but in its governmental regulatory capacity, has certain governmental regulatory
authority over the Premises and that nothing in this Agreement binds the COUNTY to exercise or
refrain from exercising this discretionary governmental authority in any particular manner.
(23) Bribery Clause. GRANTEE certifies, represents and warrants that GRANTEE and the
GRANTEE Representatives have not been convicted of bribery or attempting to bribe an officer or
employee of the COUNTY or any other municipality or state entity nor has GRANTEE or any of the
GRANTEE Representatives made an admission of guilt of such conduct which is a matter of record.
(24) Wage Theft Prevention.
a. Compliance with Wage and Hour Laws. GRANTEE, and any the GRANTEE
Representatives it employs or contracts with to complete work under this Agreement, must comply with
all applicable federal, state, and local wage and hour laws. Applicable laws may include, but are not
limited to, the Federal Fair Labor Standards Act, the California Labor Code, and any local Minimum
Wage Ordinance or Living Wage Ordinance.
b. Final Judgments, Decisions, and Orders. For purposes of this Section, a “final judgment,
decision, or order” refers to one for which all appeals have been exhausted. Relevant investigatory
government agencies include: the federal Department of Labor, the California Division of Labor
Standards Enforcement, a local enforcement agency, or any other government entity tasked with the
investigation and enforcement of wage and hour laws.
c. Prior Judgments against GRANTEE. BY SIGNING THIS AGREEMENT, GRANTEE
AFFIRMS THAT IT HAS DISCLOSED ANY FINAL JUDGMENTS, DECISIONS, OR ORDERS
FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY FINDING—IN THE FIVE
YEARS PRIOR TO EXECUTING THIS AGREEMENT—THAT GRANTEE HAS VIOLATED ANY
APPLICABLE WAGE AND HOUR LAWS.
GRANTEE FURTHER AFFIRMS THAT IT HAS SATISFIED AND COMPLIED WITH—OR
HAS REACHED AGREEMENT WITH THE COUNTY REGARDING THE MANNER IN WHICH IT
WILL SATISFY—ANY SUCH JUDGMENTS, DECISIONS, OR ORDERS.
d. Judgments During Term of Contract. If at any time during the term of this Agreement, a
court or investigatory government agency issues a final judgment, decision, or order finding that
GRANTEE or any subcontractor it employs to perform work under this Agreement has violated any
applicable wage and hour law, or GRANTEE learns of such a judgment, decision, or order that was not
previously disclosed, GRANTEE must inform the Office of the County Executive-Office of Countywide
Contracting Management (OCCM), no more than 15 days after the judgment, decision, or order
becomes final or of learning of the final judgment, decision, or order. GRANTEE and its subcontractors
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shall promptly satisfy and comply with any such judgment, decision, or order, and shall provide the
Office of the County Executive-OCCM with documentary evidence of compliance with the final
judgment, decision, or order within 5 days of satisfying the final judgment, decision, or order. The
COUNTY reserves the right to require GRANTEE to enter into an agreement with the COUNTY
regarding the manner in which any such final judgment, decision, or order will be satisfied.
e. COUNTY’s Right to Withhold Payment. Where GRANTEE has been found in violation
of any applicable wage and hour law by a final judgment, decision, or order of a court or government
agency, the COUNTY reserves the right to withhold payment to GRANTEE until such judgment,
decision, or order has been satisfied in full.
f. Material Breach. Failure to comply with any part of this Section constitutes a material
breach of this Agreement. Such breach may serve as a basis for termination of this Agreement and/or
any other remedies available under this Agreement and/or law.
g. Notice to COUNTY Related to Wage Theft Prevention. Notice provided to the Office of
the County Executive as required under this Section shall be addressed to: Office of the County
Executive—OCCM; 70 West Hedding Street; East Wing, 11th Floor; San José, CA 95110. The Notice
provisions of this Section are separate from any other notice provisions in this Agreement and,
accordingly, only notice provided to the above address satisfies the notice requirements in this Section.
(25) Prevailing Wage. GRANTEE acknowledges and agrees that work performed under this
Agreement may be considered a public work within the meaning of California Labor Code Section 1720
and that the requirements of Section 1771, et. seq. apply to such public work. GRANTEE has included
(and will include) consideration for this obligation in calculating compensation under this Agreement, if
such prevailing wage requirements are applicable. GRANTEE is solely responsible and liable for
ensuring compliance with all applicable prevailing wage laws. COUNTY may at any time, without
obligation to do so, audit GRANTEE to verify whether GRANTEE is in compliance with prevailing
wage laws. GRANTEE shall cooperator with all such audits, including making available and providing
copies, during the period 9:00am to 5:00pm, Monday through Friday, any and all records requested by
COUNTY to verify compliance promptly upon request, but not later than seventy-two hours after such
request.
(26) Insurance. GRANTEE shall provide insurance and comply with all insurance and other terms
and conditions set out in the attached Exhibit C.
(27) Exhibits. The following exhibits are attached to this Agreement and are incorporated
herein by this reference.
Exhibit A -- All-Inclusive Playground Grant Program Procedural Guide
Exhibit B -- Grant Application
Exhibit C – Insurance Requirements and Proof of Insurance
(28) Survival. All terms and conditions that by their nature should survive termination or
expiration of this Agreement, shall so survive including but not limited to Sections 1, 2, 5, 6, 8,
and 9 inclusive.
//
//////SIGNATURES FOLLOW ON NEXT PAGE////
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
provided below, effective as of the last date signed by all the Parties (“Effective Date”).
GRANTEE:
__________________________
Authorized Signer, Title
Grantee
Dated: _________________________
Approved as to form:
__________________________
Name:
Title:
////SIGNATURES FOLLOW ON NEXT PAGE////
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
provided below, effective as of the last date signed by all the Parties (“Effective Date”).
COUNTY OF SANTA CLARA:
____________________________________
S. Joseph Simitian, President,
Board of Supervisors
Date:________________________
ATTEST:
________________________________
Megan Doyle, Clerk
of the Board of Supervisors
Date: _______________________
Approved as to form and legality:
__________________________________
Shirley R. Edwards,
Deputy County Counsel
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EXHIBIT C
INSURANCE REQUIREMENTS FOR
GRANT AGREEMENT
Indemnity
The Grantee shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter
"County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising
out of, or in connection with, performance of this Agreement by Grantee and/or its agents, employees
or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful
misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to
provide the broadest possible coverage for the County. The Grantee shall reimburse the County for
all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which
the Grantee contests its obligation to indemnify, defend and/or hold harmless the County under
this Agreement and does not prevail in that contest.
Insurance
Without limiting the Grantee's indemnification of the County, the Grantee shall provide and maintain
at its own expense, during the term of this Agreement, or as may be further required herein, the
following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Agreement, the Grantee shall provide a Certificate of
Insurance certifying that coverage as required herein has been obtained. Individual
endorsements executed by the insurance carrier shall accompany the certificate. In addition,
a certified copy of the policy or policies shall be provided by the Grantee upon request.
This verification of coverage shall be sent to the requesting County department, unless
otherwise directed. The Grantee shall not receive a Notice to Proceed with the work under
the Agreement until it has obtained all insurance required and such insurance has been
approved by the County. This approval of insurance shall neither relieve nor decrease the
liability of the Grantee.
B. Qualifying Insurers
All coverages, except surety, shall be issued by companies which hold a current policy
holder's alphabetic and financial size category rating of not less than A- V, according to the
current Best's Key Rating Guide or a company of equal financial stability that is approved by
the County's Insurance Manager.
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AIPG Procedural Guide Page 37
C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet
the specified County insurance requirements without 30 days' prior written notice of such
cancellation or change being delivered to the County of Santa Clara or their designated
agent.
D. Insurance Required
1. Commercial General Liability Insurance - for bodily injury (including death) and
property damage which provides limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $1,000,000
c. Products/Completed Operations aggregate - $1,000,000
d. Personal Injury - $1,000,000
2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest
3. General liability coverage shall include the following endorsement, a copy of which
shall be provided to the County:
Additional Insured Endorsement, which shall read:
“County of Santa Clara, and members of the Board of Supervisors of
the County of Santa Clara, and the officers, agents, and employees of
the County of Santa Clara, individually and collectively, as additional
insureds.”
Insurance afforded by the additional insured endorsement shall apply as primary
insurance, and other insurance maintained by the County of Santa Clara, its
officers, agents, and employees shall be excess only and not contributing with
insurance provided under this policy. Public Entities may also be added to the
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AIPG Procedural Guide Page 38
additional insured endorsement as applicable and the Grantee shall be notified by
the contracting department of these requirements.
4. Fidelity Bond
Before receiving any reimbursement under this Agreement, Grantee will furnish
County with evidence that all officials, employees, and agents handling or having
access to funds received or disbursed under this Agreement, or authorized to sign or
countersign checks, are covered by a BLANKET FIDELITY BOND in an amount
of AT LEAST fifteen percent (15%) of the maximum financial obligation of the
County cited herein. If such bond is canceled or reduced, Grantee will notify County
immediately, and County may withhold further payment to Grantee until proper
coverage has been obtained. Failure to give such notice may be cause for termination
of this Agreement, at the option of County.
E. Special Provisions
The following provisions shall apply to this Agreement:
1. The foregoing requirements as to the types and limits of insurance coverage to be
maintained by the Grantee and any approval of said insurance by the County or its
insurance consultant(s) are not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Grantee pursuant to
this Agreement, including but not limited to the provisions concerning
indemnification.
2. The County acknowledges that some insurance requirements contained in this
Agreement may be fulfilled by self-insurance on the part of the Grantee. However,
this shall not in any way limit liabilities assumed by the Grantee under this
Agreement. Any self-insurance shall be approved in writing by the County upon
satisfactory evidence of financial capacity. Grantees obligation hereunder may be
satisfied in whole or in part by adequately funded self-insurance programs or self-
insurance retentions.
3. Should any of the work under this Agreement be sublet, the Grantee shall require
each of its subcontractors of any tier to carry the aforementioned coverages, or
Grantee may insure subcontractors under its own policies.
290
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
AUTHORIZING APPLICATION TO THE COUNTY OF SANTA CLARA FOR ALL-
INCLUSIVE PLAYGROUND GRANT PROGRAM GRANT FUNDS TO REPLACE
AN EXISTING PLAYGROUND AT JOLLYMAN PARK, AND ANY FUND RAISING
OR MATCHING FUNDS AS REQUIRED
WHEREAS, the County of Santa Clara has established an All-Inclusive
Playground Grant Program (AIPG) in 2017 to provide grants to local cities, school
districts, non-profits and/or other governmental entities interested in building All-
Inclusive Playgrounds in their communities within Santa Clara County; and
WHEREAS, All-Inclusive Playgrounds are accessible not only to persons with
physical disabilities, but will also provide recreational play for persons of all ages
regardless of ability, such as the needs of people with autism spectrum disorder, sensory
challenges, visual and auditory impairments, medically fragile individuals, and those
with cognitive, communication, developmental, mobility, or other impairments; and
WHEREAS, the County of Santa Clara has invited applications from eligible public
agencies and non-profit corporations for such projects that will be constructed within the
limits of Santa Clara County;
NOW, THEREFORE, BE IT RESOLVED as follows:
1. The Cupertino City Council hereby approves undertaking the proposed project to
replace an existing playground with an All-Inclusive Playground at Jollyman
Park.
2. The Cupertino City Council hereby approves filing an application for AIPG
funding to replace an existing playground with an All-Inclusive Playground at
Jollyman Park.
3. The Cupertino City Council hereby designates the Public Works Director of the
City of Cupertino as its Authorized Representative to sign the grant application
and to be responsible for executing all related documents including a grant
agreement.
291
Resolution No. _____
Page 2
4. If the project application receives a substantial AICP grant toward creating an All-
Inclusive Playground, then:
a. The Cupertino City Council will appropriate $1,200,000 of city funding as a
city match toward the cost of delivering the proposed All-Inclusive
Playground.
b. The City will undertake a formal fundraising effort utilizing a proven,
experienced organization to invite donations to provide substantial
additional funding toward the project cost, and will suitably acknowledge
donors.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 2nd day of October, 2018 by the following vote:
Vote Members of the City Council
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: APPROVED:
_________________________ ___________________________
Grace Schmidt, City Clerk Darcy Paul, Mayor,
City of Cupertino
292
CITY OF CUPERTINO
Legislation Details (With Text)
File #: Version:117-3276 Name:
Status:Type:Reports by Council and Staff Agenda Ready
File created:In control:11/13/2017 City Council
On agenda:Final action:10/2/2018
Title:Subject: Report on Committee assignments and general comments
Sponsors:
Indexes:
Code sections:
Attachments:
Action ByDate Action ResultVer.
City Council10/2/2018 1
Subject: Report on Committee assignments and general comments
Report on Committee assignments and general comments
CITY OF CUPERTINO Printed on 9/26/2018Page 1 of 1
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