21-044 Santa Clara Valley Transportation Authority (VTA), Funding Agreement, Junipero Serra Trail, Central Segment
MEMORANDUM
TO: Evelynn Tran, General Counsel and Interim GM/CEO
THROUGH: Kathleen Kelly, Interim Chief Financial Officer
FROM: Triana Crighton Transportation Planner II
DATE: April 16th, 2021
SUBJECT: 2016 Measure B Bicycle/Pedestrian Capital Projects Competitive Grant Program
Agreement – City of Cupertino’s Junipero Serra Trail, Central Segment project.
For signature, enclosed is the funding agreement for City of Cupertino’s Junipero Serra Trail, Central
Segment project. This is an eligible project on the VTA Board of Directors approved FY2020 to FY2030
10-year priority project list for the 2016 Measure B Bicycle/Pedestrian Capital Projects Competitive Grant
Program.
Per the Board of Directors-adopted Bicycle/Pedestrian Program Category Guidelines, a funding
agreement must be executed by each project sponsor in order to access these funds. The funding
agreement requires agencies to submit the following documentation:
• Project Management Plan
• Complete Streets Checklist
• Quarterly progress updates
The Board of Directors authorized the General Manager to execute necessary agreements for the 2016
Measure B Bicycle/Pedestrian Capital Projects Competitive Grant Program at their June 2020 meeting.
Enclosures:
Agreement – City of Cupertino (1 electronic copy)
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FUNDING AGREEMENT
BETWEEN
CITY OF CUPERTINO
AND
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
FOR
JUNIPERO SERRA TRAIL, CENTRAL SEGMENT
THIS AGREEMENT (“AGREEMENT”) is between the CITY OF CUPERTINO, referred to herein as “CITY”, and
the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY, referred to herein as “VTA”, for the funding of
the final design phase for the Junipero Serra Trail, Central Segment project. Hereinafter, CITY and VTA
may be individually referred to as “PARTY” or collectively referred to as “PARTIES”.
I. RECITALS
1. Whereas, on June 24, 2016,the VTA Board of Directors adopted a resolution to place a ballot measure
before the voters of Santa Clara County in November 2016 to authorize a one-half of one percent
retail transaction and use tax (“2016 MEASURE B”) for 30years for nine transportation-related
program categories; and
2. Whereas, on November 8, 2016, the voters of Santa Clara County enacted 2016 MEASURE B for 30
years to pay for the nine transportation-related program categories; and
3. Whereas, the duration of 2016 MEASURE B will be 30 years from the initial year of collection,
beginning April 1, 2017, and continuing through March 31, 2047; and
4. Whereas, on October 5, 2017, the VTA Board of Directors established the 2016 Measure B Program
(“PROGRAM”) and adopted the 2016 Measure B Program Category Guidelines; and
5. Whereas, the PROGRAM includes a Bicycle and Pedestrian program category (“BIKE/PED CATEGORY”)
to fund bicycle and pedestrian projects and educational programs; and
6. Whereas, the BIKE/PED CATEGORY consists of three sub-categories, including a Capital Projects
Competitive Grant Program (“BIKE/PED CAPITAL PROGRAM”); and
7. Whereas, on October 3, 2019, the VTA Board of Directors adopted the BIKE/PED CAPITALPROGRAM
criteria; and
8. Whereas, on December 3, 2019, the Fiscal Year (“FY”)2020 (July 1, 2019 to June 30, 2020) to FY 2030
(July 1, 2029 to June 30, 2030) BIKE/PED CAPITAL PROGRAM call for projects was released; and
9. Whereas on June 4, 2020, the VTA Board of Directors approved the FY2020 to FY2030 10-year priority
project list for the BIKE/PED CAPITAL PROGRAM; and
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10. Whereas, Junipero Serra Trail, Central Segment (“PROJECT”) is an eligible project on the VTA Board of
Directors approved FY2020 to FY2030 10-year priority project list for the BIKE/PED CAPITAL
PROGRAM; and
11. Whereas, VTA and CITY desire to specify herein the terms and conditions under which the BIKE/PED
CAPITAL PROGRAM funds will be administered to CITY by VTA as directed by the VTA Board of
Directors.
NOW, THEREFORE, the PARTIES agree as follows:
II. AGREEMENT
1. PROJECT DESCRIPTION
PROJECT will be an off-street, multi-use, grade-separated pedestrian and bicycle trail that links major
destinations. The trail will be fully accessible, open year-round, and utilize an existing Santa Clara
Valley Water District maintenance road. A trail underpass will be provided at Blaney Avenue. At Wolfe
Road, it will link to a trail underpass & connections to on-street facilities. Additional trail entries are
anticipated on both sides of Blaney Avenue, and proposed along Lucille Avenue, at Portal Avenue, and
at De Anza Boulevard.
2. SCOPE OF WORK
The SCOPE OF WORK for this AGREEMENT includes the final design for the PROJECT.
3. TERM OF AGREEMENT
The term of this AGREEMENT will commence on the Effective Date (as defined in the signature block
below) and continue through the later of: (i) March 31, 2025, or (ii) completion or cancellation of the
PROJECT or (iv) termination of this AGREEMENT pursuant to the terms herein.
4. COST OF PROJECT
Total cost of the PROJECT is estimated not to exceed $5,980,000.00 (“TOTAL PROJECT COST”). Total
cost of the PROJECT includes the final design.
The TOTAL PROJECT COST means the total cumulative dollar amount actually incurred and expended
toward the PROJECT by all PARTIES involved, as measure at the completion or termination of the
PROJECT.
5. COST OF SCOPE OF WORK
Total cost of the SCOPE OF WORK is estimated not to exceed$460,000.00 (“TOTAL SCOPE OF WORK
COST”).
6. FINANCIAL CONTRIBUTION TO COST OF SCOPE OF WORK
a. VTA’s Financial Contribution for SCOPE OF WORK.VTA will contribute an amount not to exceed
$460,000.00of BIKE/PED CAPITAL PROGRAM funds to be used by CITY for completion of the SCOPE
OF WORK. All funds will be available on a reimbursement basis only, pursuant to the terms and
conditions set forth herein.
b. CITY’s Financial Contribution for PROJECT.CITY is solely responsible for all funds CITY has
expended toward the PROJECT prior to Effective Date of this AGREEMENT (“PRIOR
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CONTRIBUTION”), and CITY must not seek reimbursement from VTA for such costs.
c. Additional Funds. Any additional funds required to complete the PROJECT will be CITY’s sole
responsibility.
d. In all circumstances, regardless of the total PROJECT cost, CITY is responsible for contributing a
minimum of 30% the TOTAL PROJECT COST. This includes costs incurred via PRIOR
CONTRIBUTION.
7. PROJECT SAVINGS
If the PROJECT is anticipated to be delivered under budget, BIKE/PED CAPITAL PROGRAM funds will
be reduced in proportion to CITY’s Financial Contribution to PROJECT.
8. ELIGIBLE USE OF FUNDS
Only costs incurred by CITY for the SCOPE OF WORK after the Effective Date of this AGREEMENT will
be eligible for reimbursement.
VTA will only reimburse CITY for actual costs directly related to the SCOPE OF WORK (“ELIGIBLE
COSTS”). ELIGIBLE COSTS are costs that: (i) are directly related to the final design and administration
of the SCOPE OF WORK of the PROJECT; and (ii) were incurred in compliance with all applicable 2016
Measure B program requirements.
9. CITY’s ROLE
a. Tasks. CITY will be the sponsor and implementing agency for the final design for the PROJECT. In
its role as sponsor and implementing agency under this AGREEMENT, CITY must perform and/or
be responsible for the following tasks:
i. Serve as project manager for PROJECT;
ii. Take all actions necessary to procure design services for the PROJECT, including but
not limited to advertising the work via a public solicitation, opening bids in response
to the public solicitation, awarding a contract, approving contract documents, and
administering the awarded design contract in accordance with all applicable laws,
regulations, and codes, including but not limited to the California Public Contract
Code and the California Labor Code.
iii. Take all actions necessary to procure construction services for the PROJECT, including
but not limited to advertising the work via a public solicitation, opening bids in
response to the public solicitation, awarding a contract, approving contract
documents, and administering the awarded construction contract in accordance with
all applicable laws, regulations, and codes, including but not limited to the California
Public Contract Code and the California Labor Code.
iv. Obtain all necessary permits for performance of the SCOPE OF WORK.
v. Serve as project manager and oversee the construction management team for
construction of the PROJECT.
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vi. Conduct standard close-out activities for the PROJECT, including but not limited to
performing final accounting review and reviewing all contractual requirements.
b. Other PROJECT Management Duties. CITY must:
i. Submit to VTA the most current version of VTA’s 2016 Measure B Complete Streets
Checklist for Capital Projects (as supplied by VTA to CITY) within five (5) business days
of the Effective Date of this AGREEMENT.
ii. Submit a project management plan (“PMP”) to VTA within thirty (30) business days
of the Effective Date of this AGREEMENT. The PMP must be in writing and must
include information regarding staffing plan, cost, schedule, contracting plan, and risk
assessment.
iii. Actively monitor actual PROJECT expenditures to ensure that the 2016 MEASURE B
funds are used to pay only for ELIGIBLE COSTS (as defined in Section 8).
iv. Provide VTA with written quarterly progress updates on the SCOPE OF WORK,
including but not limited to updates on SCOPE OF WORK expenditures, any changes
in scope and schedule, and SCOPE OF WORK status.
v. Submit the PROJECT’s final report (“FINAL REPORT”) to VTA. This FINAL REPORT must
be in writing and must include information regarding final PROJECT and post-
construction photos, along with any other information VTA may require for inclusion
in the FINAL REPORT.
vi. Provide VTA copies of PROJECT deliverables including, but not limited to, reports,
designs, drawings, plans, specifications, schedules, and other materials. CITY will
provide VTA a minimum of thirty (30) calendar days to review and provide comments.
VTA’s comments must be considered in the final design phase of the PROJECT before
CITY constructs the PROJECT. If CITY chooses not to incorporate any VTA comment
into the final design for the PROJECT, CITY must provide VTA with a written
explanation of why such comment was not incorporated.
vii. CITY will make staff available to present on the SCOPE OF WORK at VTA committees
as needed.
10. VTA’s PROJECT Role.
VTA will perform and/or be responsible for the following tasks:
a. Tasks. VTA will perform and be responsible for the following tasks to perform oversight for
PROJECT:
i. Review PROJECT’s Complete Streets checklist to ensure Complete Streets
compliance;
ii. Provide technical oversight of SCOPE OF WORK, including reviews of PMP and
PROJECT deliverables listed in Section 9.b.vi.
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iii. Provide oversight of the delivery of the SCOPE OF WORK to ensure SCOPE OF WORK
compliance with the 2016 Measure B Program Category Guidelines.
11. CITY’s OBLIGATIONS
CITY must:
a. Ensure that all 2016 MEASURE B funds are expended on only allowable BIKE/PED CAPITAL
PROGRAM expenditures as described above in Section 8, ELIGIBLE USE OF FUNDS.
b. Request reimbursement of ELIGIBLE COSTS (see Section 8, ELIGIBLE USE OF FUNDS) from VTA
within one (1) year of the Effective Date of this AGREEMENT.
c. Submit to VTA all records including contractors’ invoices, miscellaneous invoices, and force
account charges as substantiation for invoices submitted to VTA for reimbursement
hereunder.
d. Maintain financial records, books, documents, papers, accounting records, and other
evidence pertaining to costs related to this AGREEMENT for five (5) years. CITY shall make
such records available to VTA upon VTA’s written request for review and audit purposes.
Financial audits will be performed at VTA’s sole discretion.
e. Submit invoices tovta.accountspayable@vta.org, no more frequently than monthly, for
reimbursement of ELIGIBLECOSTS (see Section 8. ELIGIBLE USE OF FUNDS). CITY must submit
invoices within one year of the date CITY incurs the cost submitted on the invoice for
reimbursement (unless otherwise approved by VTA in writing).
12. VTA’s OBLIGATIONS
VTA will remit the amount due to the CITY under an invoice within thirty (30) calendar days of
receipt of a complete and proper, fully documented invoice complying with the requirements
set forth herein.
13. INDEMNIFICATION
Neither VTA nor any officer or employee thereof will be responsible for any damage or liability
arising out of or relating to CITY’s acts or omissions under or in connection with any work,
authority, or jurisdiction associated with this AGREEMENT. Pursuant to California Government
Code §895.4, CITY must fully defend, indemnify, and save harmless VTA from all suits or actions
of every name, kind, and description arising from an injury (as defined by California Government
Code §810.8) relating to CITY’s acts or omissions under or in connection with any work,
authority, or jurisdiction delegated to CITY under this AGREEMENT. This provision will survive
the termination or expiration of this AGREEMENT.
14. INSURANCE
At all times during this AGREEMENT, CITY must comply with the insurance requirements and
specifications of Exhibit B attached hereto, and herein incorporated by reference.
15. ADDITIONAL INSURED AND INDEMNITY PROVISION
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In any agreement executed between the CITY and a third party for purposes related in any way
to the subject matter of this SCOPE OF WORK (“Third Party Contract”), the CITY must require
that VTA be named as (i) Additional insureds on a primary and non-contributory basis with
Separation of Insureds and Waiver of Subrogation on all policies of insurance, except when not
applicable, required in the Third Party Contract and (ii) indemnified parties in any indemnity
provision contained in the Third Party Contract. Third Party Contracts must contain insurance
requirements with coverages at least as broad as, and limits at least as great as, the
requirements of Exhibit B in this AGREEMENT.
16. PUBLIC WORKS
If the CITY awards a contract to a third party for the performance of a public work (as defined in
California Labor Code Section 1720 through 1720.6) (a “Public Works Contract”) in connection
with this AGREEMENT, the CITY must comply, and must require such third party to comply, with
the requirements of California Labor Code Section 1720 et seq. If the Public Works Contract is
funded in whole or in part with federal funds, the CITY must also comply, and must require such
third party to also comply, with the requirements of the Davis Bacon Act (40 U.S.C. Sections 3141-
3144 and 3146-3148).
17. COMPLIANCE WITH APPLICABLE LAW
In the execution of the PROJECT and performance of its responsibilities set forth herein, CITY must
comply with all applicable requirements of state, federal, and local law.
18. COMPLIANCE WITH 2016 MEASURE B REQUIRMENTS
In its performance under this AGREEMENT, CITY must comply with, and must ensure SCOPE OF
WORK compliance with all 2016 MEASURE B requirements set forth in the 2016 Measure B
Program Category Guidelines for the BIKE/PED CATEGORY as identified in Attachment A, attached
hereto.
19. TERMINATION
Each of the PARTIES may at any time terminate this AGREEMENT by giving ten (10) business
days' written notice of such termination to other PARTY. Notice must identify the effective date
of such cancellation and must be provided in accordance with the terms and conditions of this
AGREEMENT.
In the event of termination as set forth herein, CITY must submit its final invoice to VTA within
thirty (30) calendar days of the effective date of termination, solely for ELIGIBLE COSTS incurred
by CITY prior to termination (see Section 8).
20. AUDIT AND RECORDS
a. All PARTIES shall maintain, and shall require their contractors to maintain, in accordance with
generally accepted accounting principles and practices, complete books, accounts, records
and data pertaining to services performed under this AGREEMENT, including the costs of
contract administration. Such documentation must be supported by properly executed
payrolls, invoices, contracts, and vouchers evidencing in detail the nature and propriety of
any charges and must be sufficient to allow a proper audit of services. All checks, payrolls,
invoices, contracts, and other accounting documents pertaining in whole or in part to the
services must be clearly identified and readily accessible.
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b. For the duration of the AGREEMENT, and for a period of five (5) years after final payment, the
PARTIES and their representatives shall have access during normal business hours to any
books, accounts, records, data, and other relevant documents that are pertinent to this
AGREEMENT for audits, examinations, excerpts, and transactions and copies thereof must be
furnished upon request.
21. NOTICES
All notices required or permitted under this AGREEMENT must be in writing, will be effective five (5)
days after being sent by personal service or certified mail, or forty-eight (48) hours after being sent
by electronic mail to the individuals at the addresses set forth below, or to such other address which
may be specified in writing by the PARTIES hereto.
VTA:
Marcella Rensi
Deputy Director, Grants & Allocations
Santa Clara Valley Transportation Authority
3331 N First Street
San Jose, CA 95134
Email: marcella.rensi@vta.org
CITY:
David Stillman, Transportation Manager
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Email: Davids@cupertino.org
Written notification to the other PARTY must be provided, in advance, for changes in the name or
address of the individuals identified above.
22. GENERAL TERMS AND CONDITIONS
a. Headings. The subject headings of the articles and paragraphs in this AGREEMENT are
included for convenience only and will not affect the construction or interpretation of any of
its provisions.
b. Construction and Interpretation of Agreement. This AGREEMENT, and each of its provisions,
terms and conditions, has been reached as a result of negotiations between the PARTIES.
Accordingly, each PARTY expressly acknowledges and agrees that (i) this AGREEMENT will not
be deemed to have been authored, prepared, or drafted by any particular PARTY and (ii) the
rule of construction to the effect that ambiguities are to be resolved against the drafting party
will not be employed in the interpretation of this AGREEMENT or in the resolution of disputes.
c. Amendment. No alteration or variation of the terms of this AGREEMENT will be valid unless
made in writing and signed by both of the PARTIES hereto, and no oral understanding or
agreement not incorporated herein will be binding on any of the PARTIES hereto.
d. Entire Agreement. This AGREEMENT contains the entire understanding between VTA and
CITY relating to the subject matter hereof. This AGREEMENT supersedes any and all other
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agreements which may have existed between the PARTIES, whether oral or written, relating
to the subject matter hereof. This AGREEMENT is binding upon each PARTY, their legal
representatives, and successors for the duration of the AGREEMENT.
e. Representation of Authority. Each PARTY to this AGREEMENT represents and warrants that
each person whose signature appears hereon has been duly authorized and has the full
authority to execute this AGREEMENT on behalf of the entity that is a party to this
AGREEMENT.
f. No Waiver. The failure of either PARTY to insist upon the strict performance of any of the
terms, covenants, and conditions of this AGREEMENT will not be deemed a waiver of any right
or remedy that either PARTY may have, and will not be deemed a waiver of either PARTY’s
right to require strict performance of all of the terms, covenants, and conditions hereunder.
g. Dispute Resolution. If a question or allegation arises regarding (i) interpretation of this
AGREEMENT or its performance, or (ii) the alleged failure of a PARTY to perform, the PARTY
raising the question or making the allegation shall give written notice thereof to the other
PARTY. The PARTIES shall promptly meet in an effort to resolve the issues raised. If the
PARTIES fail to resolve the issues raised, alternative forms of dispute resolution, including
mediation, may be pursued by mutual agreement. It is the intent of the PARTIES to the
greatest extent possible to avoid litigation as a method of dispute resolution.
h. Severability. If any of the provisions of this AGREEMENT (or portions or applications thereof)
are held to be unenforceable or invalid by any court of competent jurisdiction, VTA and CITY
shall negotiate an equitable adjustment in the provisions this AGREEMENT with a view toward
effecting the purpose of this AGREEMENT, and the validity and enforceability of the remaining
provisions or portions or applications thereof will not be affected thereby.
i. Governing Law. The laws of the State of California will govern this AGREEMENT, as well as any
claim that might arise between CITY and VTA, without regard to conflict of law provisions.
j. Venue. Any lawsuit or legal action arising from this AGREEMENT must be commenced and
prosecuted in the courts of Santa Clara County, California. CITY and VTA agree to submit to
the personal jurisdiction of the courts located in Santa Clara County, California for the purpose
of litigating all such claims.
k. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, studies,
memoranda, and other documents assembled for or prepared by or for; in the process of
being assembled or prepared by or for; or furnished to VTA or CITY under this AGREEMENT
are the joint property of all PARTIES. Each PARTY is entitled to copies and access to these
materials during the progress of the PROJECT and upon completion of the SCOPE OF WORK
or termination of this AGREEMENT. All PARTIES may retain a copy of all material produced
under this AGREEMENT for use in their general activities.
l. Attribution to the VTA. CITY must include attribution to VTA that indicates part of work was
funded by 2016 Measure B Funds. This provision applies to any project or publication that
was funded in part or in whole by 2016 Measure B Funds. Acceptable forms of attribution
include 2016 Measure B’s branding on project-related documents, construction signs, public
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information materials, and any other applicable documents. VTA will provide 2016 Measure
B branding to CITY.
m. Non-discrimination. The PARTIES and any contractors performing services on behalf of the
PARTIES (“Contractors”) will not unlawfully discriminate or permit discrimination, harass, or
allow harassment against any person or group of persons because of race, color, religious
creed, national origin, ancestry, age (over 40), sex, gender, gender identity, gender
expression, sexual orientation, marital status, pregnancy, childbirth or related conditions,
medical condition (including cancer), mental disability, physical disability (including HIV and
AIDS), genetic information, or military and veteran’s status, or in any manner prohibited by
federal, state, or local laws. In addition, the PARTIES and Contractors shall not unlawfully deny
any of their employees family care leave or discriminate against such employees on the basis
of having to use family care leave. The PARTIES and Contractors must ensure that the
evaluation and treatment of their employees and applicants for employment is free of such
discrimination and harassment.
n. Relationship of the PARTIES. It is understood that this is an AGREEMENT by and between
independent parties and does not create the relationship of agent, servant, employee,
partnership, joint venture or association, or any other relationship other than that of
independent contractor.
o. Warranty of Authority to Execute Agreement. Each PARTY to this AGREEMENT represents
and warrants that each person whose signature appears hereon is authorized and has the full
authority to execute this AGREEMENT on behalf of the entity that is a PARTY to this
AGREEMENT.
Signatures of PARTIES on following page.
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IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT as of the last date set forth below
(“Effective Date”).
Santa Clara Valley CITY
Transportation Authority
Evelynn Tran Name
General Counsel and Interim GM/CEO Title
Date Date
Approved as to Form Approved as to Form
Shannon Smyth-Mendoza
Sr. Assistant Counsel for VTA
Heather M. Minner
City Attorney
Attest
City Clerk
Heather M. Minner
City Manager
Apr 15, 2021
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EXHIBIT A
INSURANCE REQUIREMENTS
CITY’S ATTENTION IS DIRECTED TO THE INSURANCE REQUIREMENTS BELOW.
IT IS HIGHLY RECOMMENDED THAT CITY CONFER WITH ITS INSURANCE
CARRIERS OR BROKERS TO DETERMINE THE AVAILABILITY OF INSURANCE
CERTIFICATES AND ENDORSEMENTS REQUIRED BY THIS AGREEMENT.
INSURANCE (Required for ALL agreements)
Without limiting CITY’s indemnification and defense of claims obligations to VTA, CITY
must procure and maintain for the duration of the Agreement insurance against claims for
injuries to persons or damages to property which may arise under or in connection with any
work, authority, or jurisdiction associated with the Agreement. The cost of such insurance
must be borne by CITY. CITY must furnish complete copies of all insurance policies within
three (3) business days of any request for such by VTA.
A. MINIMUM SCOPE OF INSURANCE
Coverage must be at least as broad as:
1. Insurance Services Office General Liability coverage (“occurrence” form CG 0001).
General Liability insurance written on a “claims made” basis is not acceptable.
2. Business Auto Coverage, Insurance Services Office form number CA 0001, covering
Automobile Liability, code 1 “any auto.” Auto Liability written on a “claims-made”
basis is not acceptable.
3. Workers’ Compensation insurance as required by the Labor Code of the State of
California and Employer’s Liability insurance.
4. Professional Liability: including limited contractual liability coverage, covering
liability arising out of any negligent act, error, mistake or omission in the performance
of Contractor’s services under this Contract. This coverage must be continuously
maintained for a minimum of two (2) years following completion of this Contract. This
coverage may be written on a “claims made” basis, if so, please see special provisions
in Section B.
5. Contractor’s Pollution Liability: covering liability arising out of the treatment,
handling, storage, transportation, or accidental release of any hazardous material.
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B. MINIMUM LIMITS OF INSURANCE
a. CITY must maintain limits no less than:
1. General Liability: $1,000,000 limit per occurrence for bodily injury, personal
injury, and property damage. If General Liability Insurance or other form with a
general aggregate limit is used, either the general aggregate limit must apply
separately to this project/location or the general aggregate limit must be twice the
required occurrence limit.
2. Automobile Liability (including umbrella/excess liability): $1,000,000 limit per
accident for bodily injury and property damage.
3. Workers’ Compensation and Employer’s Liability: Workers’ compensation limits
as required by the Labor Code of the State of California and Employer’s Liability
limits of $1,000,000 per accident.
4. Professional Liability: $1,000,000 each occurrence/aggregate minimum limit per
claim.
5. Contractor’s Pollution Liability: $3,000,000 per occurrence. This requirement
may be satisfied by a combination of Pollution Liability with Excess or Umbrella,
but in no event may the Pollution Liability primary policy limit per occurrence be
less than $2,000,000, unless Excess policies feature inception and expiration dates
concurrent with the underlying auto liability policy, “Follow Form” coverage, and
a “Drop Down” provision.
b. Notwithstanding any language in this Agreement to the contrary, if CITY carries
insurance limits exceeding the minima stated in Section B(a)(1)-(3) immediately
above, such greater limits will apply to this Agreement.
C. SELF-INSURED RETENTION
The certificate of insurance must disclose the actual amount of any deductible or self-
insured retention, or lack thereof, for all coverages required herein. Any self-insured
retention or deductible in excess of $50,000 ($100,000 if CITY is a publicly-traded
company) must be declared to and approved by VTA. If CITY is a governmental authority
such as a state, municipality or special district, self-insurance is permitted.
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D. CLAIMS MADE PROVISIONS (NOT APPLICABLE TO GENERAL LIABILITY
OR AUTO LIABILITY)
Claims-made coverage is never acceptable for General Liability or Auto Liability. Claims-
made may be considered for Professional, Environmental/Pollution, or Cyber Liability. If
coverage is written on a claims-made basis, the Certificate of Insurance must clearly state
so. In addition to all other coverage requirements, such policy must comply with the
following:
1. The policy retroactive date must be no later than the date of this Agreement.
2. If any policy is not renewed or the retroactive date of such policy is to be changed,
CITY must obtain or cause to be obtained the broadest extended reporting period
coverage available in the commercial insurance market. This extended reporting
provision must cover at least two (2) years.
3. No prior acts exclusion may be added to the policy during the Agreement period.
4. The policy must allow for reporting of circumstances or incidents that might give rise
to future claims.
E. OTHER INSURANCE PROVISIONS
The policies must contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability
a. VTA, its directors, officers, officials, employees, and volunteers must be named as
additional insureds as respects: liability arising out of CITY’s performance under
this Agreement. The coverage must contain no special limitations on the scope of
protection afforded to VTA, its directors, officers, officials, employees, or
volunteers. Additional Insured endorsements must provide coverage at least as
broad as afforded by the combination of ISO CG 20 10 10 01 and CG 20 37 10 01.
b. Any failure to comply with reporting provisions of the policies may not affect
coverage provided to VTA, its directors, officers, officials, employees, or
volunteers.
c. Coverage must state that Lessee’s insurance applies separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of
the insurer’s liability.
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d. The General Liability General Aggregate limit must apply per project, not per
policy.
2. All Coverages
a. CITY must agree to waive all rights of subrogation against VTA, its directors,
officers, officials, employees, and volunteers for losses arising under or in
connection with any work, authority, or jurisdiction associated with the Agreement.
b. CITY’s insurance coverage must be primary insurance as respects VTA, its
directors, officers, officials, employees, and volunteers. Self-insurance or insurance
that may be maintained by VTA, its directors, officers, officials, employees, or
volunteers may apply only as excess to CITY’s insurance. CITY’s insurance must
not seek contribution from VTA’s insurance program.
3. Other Insurance Provisions
a. The Certificate must disclose the actual amount of the Deductible or Self-Insured
Retention.
b. If any coverage forms or endorsements required by this Agreement are updated by
their publishers, whether they be the insurance carrier(s), the Insurance Services
office, or the American Association of Insurance Services, during the duration of
this Agreement, VTA reserves the rights to require CITY to procure said coverage
forms or endorsements using the updated versions upon the next renewal cycle.
F. ACCEPTABILITY OF INSURERS
Insurance must be placed with insurers with an A.M. Best’s rating of no less than A VII
(financial strength rating of no less than A and financial size category of no less than VII),
unless specific prior written approval has been granted by VTA.
G. CERTIFICATES OF INSURANCE
CITY must furnish VTA with a Certificate of Insurance. The certificates for each insurance
policy must be signed by an authorized representative of that insurer. The certificates must
be issued on a standard ACORD Form. CITY must instruct their insurance broker/agent to
submit all insurance certificates and required notices electronically in PDF format to
michael.escobar@vta.org. All endorsements must be attached to the ACORD certificate in
a single PDF document.
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The certificates must (1) identify the insurers, the types of insurance, the insurance limits,
the deductibles, and the policy term, (2) include copies of all the actual policy
endorsements required herein, and (3) in the “Certificate Holder” box include:
Santa Clara Valley Transportation Authority (“VTA”)
3331 North First Street
San Jose, CA 95134-1906
In the Description of Operations/Locations/Vehicles/Special Items Box, the list of policies
scheduled as underlying on the Umbrella/Excess policy must be listed, Certificate Holder
must be named as additional insured, and Waiver of Subrogation must be indicated as
endorsed to all policies as stated in the Agreement documents.
It is a condition precedent to granting of this Agreement that all insurance certificates and
endorsements be received and approved by VTA before Agreement execution. VTA
reserves the rights to require complete, certified copies of all required insurance policies,
at any time.
If CITY receives notice that any of the insurance policies required by this Exhibit may be
cancelled or coverage reduced for any reason whatsoever, CITY must immediately provide
written notice to VTA that such insurance policy required by this Exhibit is canceled or
coverage is reduced.
H. MAINTENANCE OF INSURANCE
If CITY fails to maintain insurance as required herein, VTA, at its option, may suspend
the Agreement until a new policy of insurance is in effect.
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ATTACHMENT B
Bicycle & Pedestrian Program Guidelines
(Adopted by VTA Board of Directors on October 5, 2017)
Definition from Resolution No. 2016.06.17
To fund bicycle and pedestrian projects of countywide significance identified by the cities, County and
VTA. The program will give priority to those projects that connect to schools, transit and employment
centers; fill gaps in the existing bike and pedestrian network; safely cross barriers to mobility; and make
walking or biking a safer and more convenient means of transportation for all county residents and
visitors. Bicycle and pedestrian educational programs such as Safe Routes to Schools, will be eligible for
funding.
Total Funding
• $250 million in 2017 dollars.
Distribution
• Board of Directors will allocate funding schedule and amount for program through the budget
cycle.
• VTA anticipates that allocations will be programmed based upon the total allocation for the
Bicycle & Pedestrian Program contained in 2016 Measure B divided by the nu mber of years in
the measure.
• Future allocations will vary depending on the amount of sales tax revenue collected.
• Funds will be distributed on a 2-year cycle. The program will consist of three categories:
education & encouragement programs, planning studies, and capital projects.
• A total of 15% of available program area funds will be set aside for the education &
encouragement category. The funds will be allocated as follows:
o $250,000 for countywide (including targeting unincorporated areas) education &
encouragement programs
o Remaining funds allocated by TOWN population formula with a $10,000 annual
minimum allocation per TOWN
• A maximum of 5% of available program area funds will be allocated to planning studies grants
category.
• If the planning studies grants category is not fully awarded, the remaining funds will roll into
the capital category.
• If a cycle’s funds are not fully awarded, the balance will roll into the next cycle’s budget.
• Example of breakdown of grant program funding: If Bicycle/Pedestrian Program Area is
programmed at $8.3 million/year:
o Capital - $6.6 million (minimum)
o Planning - $415,000 (maximum)
o Education & Encouragement - $1.25 million (maximum)
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Implementation
Education & Encouragement (Formula Distribution)
• VTA and individual agencies will enter into a Master Agreement for Education &
Encouragement funds.
• VTA will notify agency of estimated allocation for two-year cycle.
• Agency will submit annual education & encouragement work program .
• Funds will be available on a reimbursable basis. Agencies may submit invoices to VTA
on a monthly, quarterly or annual basis. Invoices must be submitted within one year of
the date posted on the contractor’s invoice.
• Education & Encouragement funds may be banked for a maximum of three years with
explanation of banking purposes.
• VTA will conduct an assessment regarding the effectiveness of the program.
Grant Program (Competitive)
• Only a public agency can serve as a project sponsor. Other entities must partner with a public
agency to apply for a grant.
• The grant program will contain two categories:
o Capital projects
▪ Activities leading to/including:
• Environmental Clearance
• Design
• Right of Way
• Construction
▪ Construction grant requests must include cost estimates supported by 30% to
35% design.
o Planning studies
▪ Includes planning studies to support capital project development for those
projects currently listed on Attachment A of 2016 Measure B. It does not
include general/master planning efforts.
• The minimum grant award is $50,000.
• The maximum grant award per sponsoring agency can be no more than 50% of the total
available funds per call for projects per cycle, unless the cycle is undersubscribed.
• Project criteria will be developed in conjunction with the VTA Technical Advisory Committee
(TAC) Capital Improvement Program Working Group, and brought to the TAC and Bicycle &
Pedestrian Advisory Committee (BPAC) for input.
• Scoring committee for the grant program will be comprised of three BPAC members, three
Member Agency staff, and one VTA staff person.
Criteria
• Only projects currently listed on Attachment A of 2016 Measure B are eligible.
• Capital Projects will be scored on criteria that supports the language in 2016 Measure B.
o Countywide significance
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o Connection to/serves schools, transit, or employment centers
o Fills gaps in bicycle/pedestrian network
o Provides safer crossings of barriers
o Makes walking or biking safer
o Makes walking or biking more convenient
o Other criteria to consider:
▪ Safety benefits
▪ Increase in bicycle and pedestrian usage
▪ Community support
▪ Project readiness
▪ Projects serve Communities of Concern
Requirements
• Competitive grant projects require a 10% non-2016 Measure B contribution.
• Reporting requirements will be detailed in agreements executed with VTA for project funding.
• All applications must include a delivery schedule.
• Funds will be available on a reimbursement basis.
• VTA Complete Streets reporting requirements will be required for Planning and Capital projects.
• All collateral material will be required to display a 2016 Measure B logo.
DocuSign Envelope ID: 328485D3-7117-4247-B9AA-6857D9D68F30
Funding Ageement for Junipero Serra Trail,
Central Segment
Final Audit Report 2021-04-15
Created:2021-04-13
By:Julia Kinst (juliak@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAsLLe6ArmvKq6uYGNr93mPtK5CtblxKjQ
"Funding Ageement for Junipero Serra Trail, Central Segment"
History
Document created by Julia Kinst (juliak@cupertino.org)
2021-04-13 - 0:15:26 AM GMT- IP address: 64.178.242.15
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2021-04-13 - 0:22:56 AM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2021-04-13 - 4:08:30 PM GMT - Time Source: server- IP address: 73.170.27.253
Document emailed to Heather M. Minner (minner@smwlaw.com) for signature
2021-04-13 - 4:08:32 PM GMT
Email viewed by Heather M. Minner (minner@smwlaw.com)
2021-04-15 - 8:30:04 PM GMT- IP address: 104.143.198.181
Document e-signed by Heather M. Minner (minner@smwlaw.com)
Signature Date: 2021-04-15 - 8:30:32 PM GMT - Time Source: server- IP address: 52.39.49.65
Document emailed to Deb Feng (debf@cupertino.org) for signature
2021-04-15 - 8:30:34 PM GMT
Email viewed by Deb Feng (debf@cupertino.org)
2021-04-15 - 8:36:45 PM GMT- IP address: 104.47.45.254
Document e-signed by Deb Feng (debf@cupertino.org)
Signature Date: 2021-04-15 - 8:37:06 PM GMT - Time Source: server- IP address: 73.170.107.104
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2021-04-15 - 8:37:08 PM GMT
DocuSign Envelope ID: 328485D3-7117-4247-B9AA-6857D9D68F30
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2021-04-15 - 9:18:28 PM GMT- IP address: 104.47.45.254
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2021-04-15 - 9:18:36 PM GMT - Time Source: server- IP address: 148.64.105.190
Agreement completed.
2021-04-15 - 9:18:36 PM GMT
DocuSign Envelope ID: 328485D3-7117-4247-B9AA-6857D9D68F30