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HomeMy WebLinkAbout26-042 Hdl Companies_Amendment #1st dated 03-17-26 for ballot measure1 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND HINDERLITER, DE LLAMAS AND ASSOCIATES (HdL) FOR REVENUE MEASURE SERVICES This First Amendment to Agreement between the City of Cupertino and Hinderliter, de Llamas and Associates (HdL) is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Hinderliter, de Llamas and Associates, a California Corporation (“Contractor”) whose address is 120 S. State College Blvd., Suite 200, Brea, CA 92821, and is made with reference to the following: RECITALS: A. On January 22, 2026 Agreement (“Agreement”) was entered into by and between City and Contractor for revenue measure services. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 2.1 of the Agreement is modified to read as follows: 2.1 Services. Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A-1. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. Exhibit A of the Agreement is replaced with Exhibit A-1. 2. Paragraph 4.1 of the Agreement is modified to read as follows: 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $32,000 (“Contract Price”), based upon the scope of services in Exhibit A-1 and the budget and rates included in Exhibit C-1, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. Exhibit C of the Agreement is replaced with Exhibit C-1. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date HINDERLITER DE LLAMAS AND ASSOCIATES By Title Date 03/13/2026 President/CEOActing Director of Administrative Services 03/13/2026 Lauren Sapudar 03/17/2026 1 Exhibit A-1: Scope of Services Background: In 2023, the City provided Tax Revenue Options to the City Council that outlined potential tax measures to be considered for the 2024 ballot. The City desires to update this presentation for City Council consideration of potential tax revenue options for the 2026 ballot. HdL will use staiffng identified as attached to this Scope of Services to perform the following tasks. Details of the service tasks required: 1) Evaluate the following types of taxes to identify local revenue measure options for the City: a) Transaction and Use Tax b) Parcel Tax c) Vacancy Tax d) Business License Tax e) Ride Share Tax Perform evaluation with analysis of applicability to the potential local tax measures considered, forecasted revenue that could be generated and likelihood of success. Research shall include any available information that informs the City and supports the analysis for each potential tax measure. Additional research includes an analysis of impact to resident vs. non-resident for the applicable revenue measure. Analysis shall be conducted with potential Santa Clara County ballot inclusion in 2026. Deliverable: This evaluation will conclude with the presentation and support of information to City Council and any follow up information. 2) Develop a presentation of the analysis conducted for any potential tax measures identified in Task 1. Presentation shall cover the background, analysis, forecasts and potential conclusions of each measure assessed. Presentation shall highlight items that will inform and educate City staff on options and decision making. Deliverable: Presentation draft is required to be submitted to City by February 10, 2026. 3) Develop an updated timeline that outlines dates and deadlines to achieve ballot measure inclusion. Deliverable: Schedule draft is required to be submitted by February 10, 2026. 2 4) Present presentation and schedule virtually to City Council on February 19, 2026. Consultant shall be prepared to lead the presentation before Council, support staff in the development of the Council Report and answer questions from the City Council or public. Deliverable: Presentation shall occur at City Council meeting on February 19, 2026. 5) Provide follow up support information at conclusion of City Council meeting. Deliverable: Provide any follow up information requested by City Council at conclusion of meeting/presentation on February 19, 2026. The City desires additional support and information for the City Council as it considers potential tax revenue options for the 2026 ballot. 6) Perform UUT analysis o State the facts: when current UUT sunsets, what would be revenue if we continue it o Identify other comparable cities –what utilities are taxed and what those current rates/charges are o What options are available for City if we change rates or utilities charged 7) Business License o Identify other comparable cities – consider measurement against Cupertino (i.e. Per capita evaluation or other comparable metric) o Identify the rate structure for other cities o Project potential revenue with rate structure change 8) Sales Tax (TUT) o Clarify what the Countywide TUT add on tax was purposed/used for, what’s exempt and what’s not, and how funding is distributed o Breakdown of City tax rate (9.125%) and what goes to VTA vs. other County departments, specifically those related to transportation 9) Council Meeting o Virtually attend City Council meeting on March 17, 2026 to support this item and address potential questions from City Council 3 Deliverable: Complete analysis and provide information for the above items directly to City staff by March 6, 2026, for incorporation into the City staff report. A separate report and presentation is not required. 4 Exhibit C-1: Compensation The consultant agrees to the following not-to-exceed compensation for tasks 1-5 in Exhibit A-1. The consultant agrees to the not-to-exceed compensation amount of $8,500 for tasks 6-9 in Exhibit A-1. Consultant shall be compensated based on actual hours worked on the program utilizing the following hourly rate schedule. Staff Position Hourly Rate Principal/Managing Director $270/hour Senior Advisor $200/hour Analyst $110/hour Exh. D-Insurance Requirements for Professional Consultant Contracts 1 Version: May 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D Insurance Requirements Professional Consultant Contracts Exh. D-Insurance Requirements for Professional Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-Insurance Requirements for Professional Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 01/08/2026 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A N 07/01/2025 07/01/2026 2,000,000 2,000,000 2,000,000 ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Hinderliter de Llamas & Associates 120 S State College Blvd Suite 200 Brea, CA 92821 WC 063530884 CAX All worksite employees working for Hinderliter de Llamas & Associates paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. Proprietor/Partner/Executive Officer/Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum. WAIVER OF SUBROGATION IN FAVOR OF The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue Cupertino, CA 95014 X WAIVER OF SUBROGATION IN FAVOR OF The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue Cupertino, CA 95014 07/01/2025 WC 063530884 CA AIU Insurance Company ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Hinderliter de Llamas & Associates 120 S State College Blvd Suite 200 Brea, CA 92821 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/28/2025 Woodruff Sawyer 2 Park Plaza,Suite 500 Irvine CA 92614 WS Certificates 844-972-6326 certificates@woodruffsawyer.com Berkley National Insurance Company 38911 HDLCOMP-01 Hudson Excess Insurance Company 14484HinderliterdeLlamas&Associates HdL Software,LLC. 120 S.State College Blvd,Suite 200 Brea,CA 92821 1636930826 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X Y Y TCP702275412 5/26/2025 5/26/2026 2,000,000 A 1,000,000 X Y Y TCP702275412 5/26/2025 5/26/2026 A X X 5,000,000TCP7022754125/26/2025 5/26/2026 5,000,000 X None B Cyber/Tech E&O/Professional Liability Y EET1416703 5/26/2025 5/26/2026 Per Claim/Aggregate Retention $5,000,000 $50,000 Retroactive Date for Professional Liability-2/15/2013. Line Of Coverage:Crime Policy #82556901 Effective Date 5/26/2025 -5/26/2026 Carrier:Federal Insurance Company NAIC #20281 Crime Limit:$1,000,000 See Attached... The City of Cupertino,its City Council,officers,officials, employees,agents,servants and volunteers 10300 Torre Avenue Cupertino,CA 95014 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: HDLCOMP-01 1 1 Woodruff Sawyer Hinderliter de Llamas &Associates HdL Software,LLC. 120 S.State College Blvd,Suite 200 Brea,CA 92821 25 CERTIFICATE OF LIABILITY INSURANCE Auto Deductible:$1,000 CGL Deductible:$0 Cyber Retention:$50,000 The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as Additional Insured as respects General Liability and Automobile Liability on a Primary and Non-contributory basis with a waiver of subrogation to the extent provided in the attached forms.Notice of Cancellation applies with respects General Liability and Automobile Liability to the extent provided in the attached forms. POLICY NUMBER: COMMERCIAL AUTO CA 04 22 11 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 04 22 11 20 © Insurance Services Office, Inc., 2019 Page 1 of 1 EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. Named Insured: Endorsement Effective Date: SCHEDULE Number Of Days' Notice: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in Paragraph 2. of either the Cancellation Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. 30 TCP702275412 Hinderliter de Llamas &Associates 05/26/2025 POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 02 24 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 02 24 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 oo EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. 30 TCP702275412 The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers 10300 Torre Avenue Cupertino,CA 95014 CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 4. Loss Payment – Physical Damage Coverages At our option, we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B.General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2.Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a material fact concerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee – Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c.Regardless of the provisions of Paragraph a.above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. Policy No: TCP702275412 Policy Number: TCP702275412 Policy Number: TCP702275411 Policy Number: TCP702275411 Policy Number: TCP702275412 POLICY NUMBER: COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. TCP702275412 Hinderliter de Llamas & Associates City of Bell, its elected and appointed officers, employees and agents 6330 Pine Ave. 90201CABell Hinderliter de Llamas &Associates 05/26/2025 The City of Cupertino,its City Council,officers,officials, 10300 Torre Avenue 95014CACupertino, POLICY NUMBER:COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. TCP702275412 The City of Cupertino,its City Council,officers,officials,employees,agents, 10300 Torre Avenue 95014CACupertino, POLICY NUMBER: COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. TCP702275412 Hinderliter de Llamas &Associates 05/26/2025 The City of Cupertino,its City Council,officers,officials,employees,agents, 10300 Torre Avenue 95014CACupertino, POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. TCP702275412 The City of Cupertino,its City Council,officers,officials,employees,agents, 10300 Torre Avenue 95014CACupertino, HdL ballot measure 1st amendment contract (Rev) Final Audit Report 2026-03-17 Created:2026-03-12 By:Janet Liang (JanetL@cupertino.gov) Status:Signed Transaction ID:CBJCHBCAABAAeeAmZQnbn_u7LMseumRW8lb4vT5i5rHy "HdL ballot measure 1st amendment contract (Rev)" History Document created by Janet Liang (JanetL@cupertino.gov) 2026-03-12 - 8:40:47 PM GMT- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (AraceliA@cupertino.gov) for approval 2026-03-12 - 8:43:29 PM GMT Email viewed by Araceli Alejandre (AraceliA@cupertino.gov) 2026-03-12 - 8:43:39 PM GMT- IP address: 54.236.30.89 Document approved by Araceli Alejandre (AraceliA@cupertino.gov) Approval Date: 2026-03-12 - 8:51:42 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Andrew Nickerson (anickerson@hdlcompanies.com) for signature 2026-03-12 - 8:51:46 PM GMT Email viewed by Andrew Nickerson (anickerson@hdlcompanies.com) 2026-03-12 - 8:58:04 PM GMT- IP address: 146.75.154.1 Document e-signed by Andrew Nickerson (anickerson@hdlcompanies.com) Signature Date: 2026-03-13 - 6:45:54 PM GMT - Time Source: server- IP address: 108.254.212.39 Document emailed to Jonathan Orozco (jonathano@cupertino.org) for signature 2026-03-13 - 6:45:57 PM GMT Email viewed by Jonathan Orozco (jonathano@cupertino.org) 2026-03-13 - 6:46:03 PM GMT- IP address: 100.26.228.121 Document e-signed by Jonathan Orozco (jonathano@cupertino.org) Signature Date: 2026-03-13 - 11:33:20 PM GMT - Time Source: server- IP address: 74.244.51.12 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2026-03-13 - 11:33:24 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2026-03-13 - 11:33:32 PM GMT- IP address: 13.217.129.162 Email viewed by Michael Woo (michaelw@cupertino.org) 2026-03-17 - 3:18:18 PM GMT- IP address: 34.239.248.111 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2026-03-17 - 3:40:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Lauren Sapudar (laurens@cupertino.org) for signature 2026-03-17 - 3:40:39 PM GMT Email viewed by Lauren Sapudar (laurens@cupertino.org) 2026-03-17 - 3:40:47 PM GMT- IP address: 100.54.19.247 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-03-17 - 4:10:28 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2026-03-17 - 4:10:28 PM GMT