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17-086 HDL Coren & Cone; Sales, Use and Transactions Tax Audit and Information Services. Transient Occupancy Tax Operations Management and Economic Development Services.5/5/2020 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CEPY OF CUPERTINO AND IIINDERLITER, de LLAMAS AND ASSOCIATES FOR SALES.USE AND TRANSACTIONS TAX AUDIT AND INFORMATION SERVICES TRANSIENT OCCUPANCY TAX OPERA-TIONS MANAGEMENT AND ECONOMIC DEVELOPMENT SERVICES This First Amendment to Agreement between the City of Cupertino and HINDERLITER de LLAMAS AND ASSOCIATES, for reference dated June, 6, 2017, 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 1340 Valley Vista Drive, #200, Diamond Bar, CA 91765, and is made with reference to the following: RECITALS: A. On 6/6/2017, Agreement was entered into by and between City and Contractor for Sales,Use and Transactions Tax Audit and Information Services Transient Occupancy Tax Operations Management and Economic Development Services. B. On 11/11/19 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. SERVICES A. Exhibit A to the Agreement("Scope of Services") is replaced with a new Exhibit A ("Scope of Work"), attached to this First Amendment. B. The following language is added to Paragraph H, Services of the Agreement: "The term of this Agreement shall be six months from the date of the execution of the First Amendment to the Agreement, which may be extended by mutual agreement." 2. CONSIDERATION A. Exhibit B to the Agreement("Compensation") is replaced with a new Exhibit B ("Compensation"), attached to this First Amendment. B. Subsection 111.13 of the Agreement is deleted in its entirety. 3. INSURANCE Paragraph X,Insurance of the Agreement is modified to read as follows: "CONTRACTOR shall comply with the insurance requirements set forth in Exhibit C, attached to the First Amendment to this Agreement." 4. 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. IN WITNESS WHEREOF,the parties hereto have caused this modification of Agreement to be executed. CO TO CITY OF CUPERTINO By By Title Andrew Nickerson, President Title Cih� Date 11/6/2019 Date I 1 • 1-'7 . i APPROVED AS TO FORM City Attorney ATTEST: C City Clerk EXPENDITURE DISTRIBUTION PO#Click here to Click here to enter text. enter text. Original Amendment#1: Amendment#2: Total: EXHIBIT A SCOPE OF WORK HdL ECONSolutions shall provide Economic Development (ED)staffing services for the City of Cupertino including the following components. As needed and directed by the City Manager the scope of work may be refined to best meet the needs of the City of Cupertino. • HdL shall be the point of contact for interested parties looking for information about economic development possibilities in Cupertino including new businesses, business expansion, reuse possibilities and/or development opportunities in Cupertino. • HdL staff working on the ED services for Cupertino shall be knowledgeable and informed about the Cupertino community and economic development opportunities available for Cupertino. • HdL staff shall maintain relationships with property owners, property managers and commercial brokers to stay knowledgeable and informed of space availabilities and tenant needs. • HdL staff shall assist business owners, property owners and commercial brokers in navigating through the planning, entitlement and permit process in Cupertino. • HdL staffing for Cupertino will be Angela Tsui,Senior Advisor. • HdL shall provide a customized email address and phone number for ED services to ensure the highest level of customer service for interested parties to inquire about economic development possibilities in Cupertino. • HdL shall work on several projects including, but not limited to: 1. Mobile Vendors Ordinance-HdL's Senior Advisor will project manage the adoption of the City's Mobile Vendors Ordinance. Work shall include leading interdepartmental staff meetings in preparation for presentation to Planning Commission and City Council, as well as gathering background information, formulating project goals and establishing a project timeline. 2. Small Business Celebration-HdL's Senior Advisor will manage and coordinate event planning, logistics and promotions for the City community event on Saturday November 30. 3. Santa Cruz Mountains Wine Trail Wayfinding Signage-HdL's Senior Advisor will project manage receipt of signage and work with City Public Works staff to develop an installation schedule. 4. Cupertino Business Buzz Newsletter-HdL's Senior Advisor will produce the newsletter on a bi-monthly basis and publicize upcoming business related events (e.g. workshops,trainings networking opportunities) 5. Buxton's LSM Social Media Platform-HdL's Senior Advisor will prepare and help launch the new social media platform for small businesses to utilize as a marketing tool. • HdL shall provide the INSIGHT Market Analytics Package for Cupertino to include 1) Consumer Demographic Profile, 2) Household Segmentation Profile, Employment Profile and 4) Consumer Demand & Market Supply Assessment. Includes 5 trade areas and the City, plus an update at 6- months. • Hdl shall provide an update of Cupertino's Community Profile. Term shall be for a 6-month period and may be extended if mutually agreeable. EXHIBIT B Compensation HdL shall be compensated for the ED staffing services on an hourly rate of$170/hour,with a not to exceed amount of$80,000 for the six month period.The INSIGHT marketing analytics reports package shall be a fixed fee of$5,000.The update of the Community Profile shall be a fixed fee of$5,000.Total compensation for the six month period shall not exceed $90,000. EXHIBIT C Insurance Requirements Design Professionals & Consultants Contracts 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)for bodily injury,property damage,personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. 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 be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). a The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy 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 before the City's own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto(including owned,hired, and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 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 per occurrence for bodily injury or disease. J Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than$2,000,000 per occurrence or$2,000,000 aggregate. If written on a claims made 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. Exh. D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Sept. 2019 1 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees,agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the fonn of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10 (11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be 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. 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 Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions i Any deductible or self-insured retention must be declared to and approved by the City.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 Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract),and 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 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. Exh. D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Sept. 2019 2 A�® CERTIFICATE OF LIABILITY INSURANCE DAT11/4/20 9 Y) 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. 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). PRODUCER CONTACT NAME: Audrey Curtis Woodruff Sawyer PHONE FAX 2 Park Plaza, Suite 500 C No E:t:949,435.7345 a,Ic No:949.476.3118 Irvine CA 92614 A DRIESS: acurtis@woodruffsamTer.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Fire Insurance Company of Hartford 20478 INSURED HDLCOMP-01 INSURER B:Continental Insurance Company 35289 Hinderliter de Llamas&Associates HdL Software, LLC. INSURER C:Continental Casualty Company 20443 120 S State College Blvd., Suite 200 INSURERD:Federal Insurance Company 20281 Brea CA 92821 INSURER E: Lloyd's of London Syndicate#2987 INSURER F: COVERAGES CERTIFICATE NUMBER:273915419 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR Y LTR POLICY NUMBER MMIDD/YYYY MMIDDfYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 6056953483 5/26/2019 5/26/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADElxl OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 X JECT OTHER: $ A AUTOMOBILE LIABILITY Y Y 6056953466 5/26/2019 5/26/2020 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR 6056953502 5/26/2019 5/26/2020 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED I X I RETENTION$1 n nno $ B WORKERS COMPENSATION Y 6056953497 5/26/2019 5/26/2020 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTI— ❑ N/A E.L.EACH ACCIDENT $1.000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 E Professional Liability/Claim Made MPLI D07919 5/26/2019 5/26/2020 Each Claim/Aggregate $2,000,000 C Cyber Liability 6078657761 5/26/2019 5/26/2020 Cyber Limit $2,000,000 D Crime 82556901 12/1/2018 5/26/2020 Crime Limit $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as additional insureds,on a primary/non-contributory basis with respect to General Liability and Auto Liability per attached forms. Waiver of Subrogation applies as respects to the General Liability,Auto Liability and Workers Compensation per attached forms. Notice of Cancellation applies with respect to General Liability per attached forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD CNA CNA Paramount Additional Insured - Designated Person or Organization Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person Or Organization: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue, Cupertino CA 95014 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following: A. The person or organization shown in the Schedule is an Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused in whole or in part, by: the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: 1. in the performance of the Named Insured's ongoing operations; or 2. in connection with premises owned by or rented to the Named Insured. B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1. coverage broader than required by such contract or agreement; or 2. a higher limit of insurance than required by such contract or agreement. C. The coverage granted by this endorsement does not apply to bodily injury or property damage included within the products-completed operations hazard. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74745XX (1-15) Policy No: 6056953483 Pagel of 1 Endorsement No: TBD PoIUWCompany-CNA Paramount Effective Date: TBD Insured Name: HdL Companies Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER: 6056953466 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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: Hinderliter de Llamas & Associates HdL Software, LLC. Endorsement Effective Date: 11/4/2019 SCHEDULE Name Of Person(s) Or Organization(s): The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue Cupertino CA 95014 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 Covered Autos Liability Coverage in the Business an "insured"for Covered Autos Liability Coverage, but Auto and Motor Carrier Coverage Forms and only to the extent that person or organization qualifies Paragraph D.2. of Section I — Covered Autos as an "insured" under the Who Is An Insured Coverages of the Auto Dealers Coverage Form. provision contained in Paragraph A.1. of Section II — CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 CMA Business Auto Policy ' iocy b, 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. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere in the world if a covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. Form No: CA 00 01 10 13 Policy No: BUA 6056953466 Policy; Page: 12 of 16 Policy Effective Date: 05/26/2019 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL Policy Page: 30 of 75 60606 10 Copyright Insurance Services Office, Inc., 2012 CNA Technology General Liability Extension Endorsement K. Other Person Or Organization/Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1-15) Policy No: 6056953483 Page 5 of 14 Endorsement No: 1 Effective: 5/26/19-5/26/20 Insured Name: Hinderliter, de Llamas &Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Paramount CNA Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium): 30 Days Number of days notice for nonpayment of premium: 10 Days Name of person or organization to whom notice will be sent: The City of Cupertino,its City Council,officers,officials, employees,agents,servants and volunteers Address: 10300 Torre Avenue Cupertino CA 95014 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX (1-15) Policy No: 6056953483 Page 1 of 1 Endorsement No: TBD CNA Effective Date: November 4, 2019 Insured Name: HDL Companies Copyright CNA All Rights Reserved. NCA Workers Compensation WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be Waiver of Subrogation Percent of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Waiver of Subrogation Person or Organization Waiver of Subrogation Job Description The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers 10300 Torre Avenue Cupertino CA 95014 All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 04 03 06 (04-1984) Policy No:6056953497 Policy Effective Date:5/26/19 Policy Page: 1 of 1 Copyright 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers'Compensation Insurance Forms Manual©2001. POLICY NUMBER: 6056953466 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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: Hinderliter de Llamas &Associates HdL Software, LLC. Endorsement Effective Date: 11/4/2019 SCHEDULE Name(s) Of Person(s) Or Organization(s): The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue Cupertino CA 95014 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. CA 04 44 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 CNA CNA Paramount Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE agents-Name Of Person Or Organizations K The City of Cupertino, its. City Council, officers, officials, servants and volunteers 10300 Torre Avenue Cupertino CA 95014 (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work included in the products-completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX(10-16) Policy No: 6056953483 Pagel of 1 Endorsement No: TBD Effective Date: 5/26/19 {CNA) Endo EffectiveDate:11/4/2019 Insured Name: HDL Companies Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. AGREEMENT FOR SALES, USE AND TRANSACTIONS TAX AUDIT AND INFORMATION SERVICES TRANSIENT OCCUPANCY TAX OPERATIONS MANAGEMENT AND ECONOMIC DEVELOPMENT SERVICES This Agreement is made and entered into as of the G yCt day of ~ u e.-, 2017 (the "Effective Date") by and between the CITY OF CUPERTINO , a municipal corporation hereinafter called ("CITY"), and HINDERLITER, de LLAMAS AND AS SOCIA TES a California Corporation, hereinafter called ("CONTRACTOR"). I. RECITALS WHEREAS , sales, use and transactions tax (sometimes collectively referred to herein as "sales and use tax") revenues can be increased through a system of continuous monitoring, identification and correction of allocation errors , and WHEREAS, an effective program of sales and use tax management will improve identification of economic opportunities ; provide for more accurate sales and use tax forecasting; and assist in related revenue collections ; and WHEREAS , CITY desires the combination of data entry , report preparation and analysis necessary to effectively manage its sales and use tax base; the recovery of revenues erroneously allocated to other jurisdictions and allocation pools ; and to maximize its financial and economic planning; and WHEREAS , CONTRACTOR has the programs, equipment and personnel required to deliver the sales and use tax related services referenced herein; THEREFORE, CITY and CONTRACTOR, for the consideration hereinafter described, mutually agree as follows: 940431.4-6 Page I of21 II. SERVICES The CONTRACTOR shall perform the following services (collectively, the "Services"): SEE EXHIBIT "A" SCOPE OF SERVICES III. CONSIDERATION A. CONTRACTOR shall provide Services as described SEE EXHIBIT "B" COMPENSATION. B. CONTRACTOR shall invoice CITY for any consulting and other optional Services rendered to CITY. Based on the following hourly rates on a monthly or a quarterly basis, at CONTRACTOR's option. All such invoices shall be payable by CITY no later than 30 days following the invoice date. CITY shall not be invoiced for any consulting Services totaling less than an hour in any month. The hourly rates in effect as of the Effective Date are as follows : Principal Programmer Senior Analyst Analyst $295 per hour $250 per hour $195 per hour $100 per hour CONTRACTOR may change such hourly rates from time to time upon not less than 30 days' prior written notice to CITY. C. Any invo ices not paid in accordance with the Thirty (30) day payment terms, shall accrue monthly interest at a rate equivalent to ten percent (10%) per annum until paid. D . CONTRACTOR unilaterally retains the right to divide any recovery bills in excess of $25,000 over a one (1) year period (Four (4) quarterly billings). 940431.4-6 Page 2 of21 E . CONTRACTOR shall provide CITY with an itemized quarterly invoice showing all formula calculations and amounts due for the audit fee (including, without limitation, a detailed listing of any corrected misallocations), which shall be paid by CITY no later than 30 days following the invoice date . IV. CONFIDENTIALITY; OWNERSHIP/USE OF INFORMATION A. Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the State Board of Equalization. Section 7056 specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales and Use Tax records. B. The following conditions specified in Section 7056 -(b), (1) of the State of California Revenue and Taxation Code are hereby made part of this Agreement: 940431.4-6 1. CONTRACTOR is authorized by this Agreement to examine sales, use or transactions and use tax records of the Board of Equalization provided to CITY pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law Revenue and Taxation Code section 7200 et.seq . 2. CONTRACTOR is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information. 3 . CONTRACTOR is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement. Page 3 of21 4. CONTRACTOR is prohibited from retaining the information contained in , or derived from those sales , use or transactions and use tax records , after this Agreement has expired. Information obtained by examination of Board of Equalization records shall be used only fo r purposes related to collection of local sales and use tax or for other government al functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the CONTRACTOR as a person authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth abo ve and in Section 7056 (b), (1) of the Revenue and Taxation Code . C. Software Use . CONTRACTOR hereby pro vides authorization to CITY to access CONTRACTOR'S Sales Tax website if CITY chooses to subscribe to the software and reports option. The website shall only be used by authorized CITY staff. No access will be granted to any third party without explicit written authorization by CONTRACTOR. CITY shall not sublet, duplicate , modify , decompile , reverse engineer, disassemble , or attempt to derive the source code of said software . The software use granted hereunder shall not imply ownership by CITY of said software, or any right of CITY to sell said software or the use of same , or any right to use said software for the benefit of others . This software use authorization is no t transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all CITY staff website logins shall be de-activated . D . Proprietary Information . As used herein , the t erm "proprietary information" means all information or material that has or could have commercial value or other utility in CONTRACTOR 's business , including without limitation : CONTRACTOR'S (i) computer or data processing programs; (ii ) data processing applications, routines , subroutines , techniques or systems ; desktop or web -based software; (iii) business processes; (iv) marketing plans , analysis and strategies; and (v) materials and techniques 940431 .4 -6 Page 4 of21 used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, CITY shall hold in confidence and shall not use ( except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by CITY in connection with this Agreement. The obligations imposed by this Section IV-D shall survive any expiration or termination of this Agreement or otherwise . The terms of this Section IV-D shall not apply to any information that is public information. V. CITY MATERIALS AND SUPPORT CITY shall adopt a resolution in a form acceptable to the State Board of Equalization and in compliance with Section 7056 of the Revenue and Taxation Code, authorizing CONTRACTOR to examine the confidential sales tax records of CITY. CITY further agrees to provide any information or assistance that may readily be available such as business license records within the CITY and to provide CONTRACTOR with proper identification for contacting businesses. CITY further agrees to continue CONTRACTOR's authorization to examine the confidential sales tax records of the CITY by maintaining CONTRACTOR's name on the CITY resolution or by providing copies of future allocation reports on computer readable magnetic media until such time as all audit adjustments have been completed by the State Board of Equalization and any audit fee owing to CONTRACTOR has been paid. VI. LICENSE, PERMITS, FEES AND ASSESSMENTS CONTRACTOR shall obtain such licenses, permits and approvals ( collectively the "Permits") as may be required by law for the performance of the Services. CITY shall assist CONTRACTOR in obtaining such Permits, and CITY shall absorb all fees, assessments and taxes which are necessary for any Permits required to be issued by CITY. 940431 .4-6 Page 5 of21 VII. TERMINATION This Agreement may be terminated for convenience by either party by giving 30 days written notice to the other of such termination and specifying the effective date thereof. Upon the presentation of such notice, CONTRACTOR may continue to perform Services through the date of termination. Following termination of this Agreement, CITY shall continue to timely pay CONTRACTOR's invoices for Services performed and not paid for prior to termination. Anything to the contrary herein notwithstanding (and without limitation on the foregoing sentence), CITY shall continue to pay to CONTRACTOR the audit fee for tax payments received by CITY after termination of this Agreement from (i) state fund transfers for back quarter reallocations and the first eight consecutive calendar quarters following completion of the allocation audit by CONTRACTOR and confirmation of corrections by the State Board of Equalization; and (ii) businesses identified by CONTRACTOR pursuant to Section III -B-3 above, to the extent such businesses commence or continue to make increased tax payments during the first 24 months following termination of this Agreement . VIII . INDEPENDENT CONTRACTOR CONTRACTOR shall perform the services hereunder as an independent contractor and shall furnish such services in its own manner and method, and under no circumstances or conditions shall any agent, servant, or employee of CONTRACTOR be considered as an employee of CITY. IX. NON-ASSIGNMENT This Agreement is not assignable either in whole or in part by CONTRACTOR without the written consent of CITY. 940431.4-6 Page 6 of21 X. INSURANCE CONTRACTOR shall maintain the policies set out below, and in amounts of coverage not less than those indicated herein . Additionally, where required by CITY, CONTRACTOR shall name the CITY as an additional insured on CONTRACTOR'S comprehensive general liability policy and provide a Certificate of Insurance. 1. Worker's Compensation and Employer 's Liability . In accordance with applicable law. 2 . Comprehensive General Liability. Bodily injury liability in the amount of $1,000,000 for each person in any one accident, and $1,000 ,000 for injuries sustained by two or more persons in any one accident. Property damage liability in the amount of $1,000,000 for each accident, and $2,000,000 aggregate for each year of the policy period . 3. Comprehensive Automobile Liability. Bodily injury liability coverage of $1,000,000 for each accident. 4 . Errors and Omissions . In addition to any other insurance required by this Agreement, CONTRACTOR shall provide and maintain, during the term of this Agreement, professional liability insurance in the amount of $1 ,000,000 as evidenced by a Certificate of Insurance. XI. INDEMNIFICATION CONTRACTOR hereby agrees to, and shall hold CITY, its elective and appointive boards, officers , agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for breach of confidentiality or property damage which may arise from CONTRACTOR'S willful or negligent acts, errors or omissions or those of its employees or agents. CONTRACTOR agrees to and shall defend CITY and its elective and appointive boards, officers, agents and employees from any suits or 940431.4-6 Page 7 of21 actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid willful or negligent acts, errors or omissions. CITY hereby agrees to, and shall hold CONTRACTOR, its officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for breach of confidentiality or property damage which may arise from CITY'S negligent acts, errors or omissions including misuse or improper disclosure of confidential information contained in reports submitted by contractor under this Agreement. CITY agrees to and shall defend CONTRACTOR and its officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts, errors or omissions and/or misuse or improper disclosure of confidential information. XII. IRREPARABLE HARM CONTRACTOR and CITY each understands and agrees that any breach of this Agreement by either of them may cause the other party hereto irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that such other party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any further breach and for such other relief as such other party shall deem appropriate . Such right is to be in addition to the remedies otherwise available to such other party at law or in equity . The parties hereto expressly waive the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction hereunder for the posting of a bond. XIII. GOVERNING LAW 940431.4-6 This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to its choice of law provisions). If any legal action is necessary to enforce or interpret this Agreement, the parties agree that such action shall be brought in Page 8 of21 the Superior Court of the County of Santa Clara, State of California, or any other appropriate court in such county . The parties hereby submit to the exclusive jurisdiction of such courts and waive any other venue to which either party might be entitled by domicile or otherwise. XIV. ATTORNEYS' FEES If any party hereto brings an action or proceeding under this Agreement or to declare rights hereunder , the Prevailing Party in any such proceeding, action, or appeal thereon shall be entitled to recover all reasonable fees, costs and expenses , including reasonable attorneys ' fees . Such fees , costs and expenses may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys ' fees reasonably incurred. "Prevailing Party" shall mean and include , without limitation, a party who substantially obtains or defeats the relief sought, as the case may be , whether by compromise , settlement, judgment, or the abandonment by the other party of its claim or defense . XV. SEVERABILITY; NO WAIVER The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. If any of the provisions of this Agreement shall be deemed to be unenforceable by reason of its extent, duration , scope or otherwise , then the parties contemplate that the court making such determination shall enforce the remaining provisions of this Agreement , and shall reduce such extent, duration , scope, or other provision and shall enforce them in their reduced form for all purposes contemplated by this Agreement. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. XVI. NOTICES 940431.4-6 Page 9 of21 All notices sent by a party under this Agreement shall be in writing and shall be deemed properly delivered to the other party as of the date of receipt, if received on a business day prior to 3 :00 PM local time, or otherwise on the next business day after receipt, provided delivery occurs personally, by courier service, or by U.S. mail to the other party at its address set forth below, or to such other address as either party may, by written notice, designate to the other party. Notices to CONTRACTOR shall be sent to HINDERLITER, de LLAMAS and ASSOCIATES, 1340 Valley Vista Drive, Suite 200, Diamond Bar, CA 91765; and notices to CITY shall be sent to CITY OF CUPERTINO, 10300 Torre Avenue , Cupertino, CA 95014. XVII. ENTIRE AGREEMENT; ETC. This Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings , whether written or oral , with respect to the subject matter. This Agreement may not be amended or modified except in writing signed by each of the parties hereto. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof. XVIII. COUNTERPARTS; AUTHORITY TO SIGN This Agreement may be executed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Any signature pages of this Agreement transmitted by facsimile or sent by email in portable document format (PDF) will have the same legal effect as an original executed signature page. Each of the persons signing on behalf of a party hereto represents that he or she has the right and power to execute this Agreement on such party 's behalf. 940431.4-6 Page 10 of21 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in their behalf APPROVED AS TO FORM: \~ r.eJ City Attorney 940431.4-6 CITY: UPERTINO :_/ fZ__ City Manager CONTRACTOR: HINDERLITER, DE LLAMAS & AS SOCIA TES A California Corporation By•Q~J Andrew Nickerson, President Page 11 of21 EXHIBIT "A' SCOPE OF SERVI CES A. Sales, Use and Transactions Tax Using confidential taxpayer records as authorized by Revenue and Taxation Code Section 7056 , Hdl will find and correct errors that result in underpaymen ts of tax to the City of Cupertino . The firm will employ a series of analyses , comparisons with other data sources and physical canvassing the City to find , document and submit for correction all taxpayer errors that result in lost City revenue or could result in lost revenue in the future. When errors are found , Hdl staff will promptly file claims for their correction following BOE procedures and regulations . Thereafter , Hdl will diligently work with the BOE to ensure the prompt recovery of all escaped revenues . Documentation of errors will be regularly provided to the City. In conducting these activities on behalf of the City , Hdl will provide quarterly reports that accurately depict the City's sales tax base, use tax collections and revenues . All reports , graphs , tables and revenue forecasts are designed to enhance the City 's capacity to plan for , expand and manage its various sales use and district tax revenues . Reports identifying and comparing the retail composition of various sub-geographic-areas of the City will also be provided. 1. Audit Recovery 94043 1.4 -6 To achieve the highest audit and recovery results, Hdl employs the following audit techniques and programs : a. Identification of Errors and Revenue Maximization Opportunities 1. Field Surveys : Field inventories of the City 's business and industrial areas are conducted every 10-12 months to identify businesses located within the City that appear to be under- reporting revenues or are not on the BOE allocation rolls . Specially trained field auditors, using the latest in mapping , GPS and digital recording technology , document not only the existence of sales tax producing businesses but also any relevant factors such as size , presence of a large stock of goods , will-call windows and any specific references to sales activity . This process identifies a wide range of registration errors including erroneous consolidation of multiple outlets , misreporting of point of sale from an erroneous location and de lays in reporting new outlets. 2 . Tax Area Code (TAC) Review : Hdl reviews every active account on the BOE's allocation rolls reporting $50 or more in local tax to ensu re proper TAC assignment. Government and private sector mapping and GIS databases are used extensively in this process . These programs are important because physical canvassing will not reveal businesses with missing or incomplete signage , or those that are home-based . A complete TAC review is performed at least once every 9-12 months . 3. Deviation Assessment: Hdl applies proprietary queries and analyses to its statewide allocation database to identify a// accounts for wh ich there has been a substantial change in allocation pattern. Hdl's database, unmatched in size , comprises over 98.5% of all sales and use tax transactions in California and allows for the most comprehensive audits in the state . The deviation review is performed every three months and is far more sophisticated and thorough than a review of the BOE 's published Quarterly Distribution Report. The review is applied to direct allocations and to the county pools, and allows for a much broader view and understanding of what has happened in any given quarter. Well-founded leads are quickly culled from this process , often without the need for time-consuming manual reviews of taxpayer files . This allows for faster processing and less time used for preparing submittals . This in turn lowers recovery fees by reducing the amount of prior quarter revenue requiring redistribution . 4. Use Tax Errors and Opportun ities : State Board of Equalization Regulation 1802(d) allows for direct allocation of local use tax on qualifying individual sales or purchases over Page 12 of 21 940431.4 -6 $500 ,000. Under Regulation 1699.6 , businesses and organizations (including local government agencies) with aggregate purchases subject to use tax of at least $500 ,000 per year can apply for a Use Tax Direct Payment Permit , allowing for direct allocation of the corresponding local share . Finally, under a resolution adopted by the BOE in December of 1994 , a construction contractor who enters into a contract equal to or greater than $5,000,000 may elect to obtain a sub-permit for the jobsite resulting in a direct allocation of local use tax to the jurisdiction where the jobsite is located . Hdl analyzes the use tax allocation pools of the 58 counties and the state each quarter to identify instances where a taxpayer may have misidentified a transaction as use tax rather than sales tax. Further specialized reviews and techniques are employed to identify direct allocation opportunities of local use tax . 5. Regulation 1699 Evaluations : BOE Regulation 1699 controls when and where a permit should be issued to a given business location. Wholesalers, contractors , processors, manufacturers , and other non-retail businesses that do not normally sell merchandise often conduct occasional sales, self-accrue use tax or are levied deficiency assessments by the state . Hdl uses proprietary methods for finding companies that should be taking out permits so that those revenues are allocated to the City . b. Recovery of Misallocated Revenue 1. Development of Correction Data : Preliminary lead lists developed through any of the aforementioned audit programs are further culled using a variety of programs and databases to reduce the need for taxpayer contact. Companies remaining in the audit database are then contacted by a specialized audit unit whose members are specifically selected and trained to interview tax preparers and marketing, warehouse and management staff. Taxpayer interviews are always conducted in a business friendly, non- intrusive manner that emphasizes cooperation and protection of confidentiality . 2. Documentation: Telephone contacts are often accompanied by a written follow-up questionnaire concerning business activities, a specific one-time transaction or a written confirmation of our findings. This documentation is always filed with the petition to minimize BOE processing time . Solid documentation and follow-up lowers client fees by reducing the number of quarters requiring retroactive adjustment and ensures faster recovery of misallocated revenues . 3. City Review: To avoid potential conflicts with a City's in-house audit efforts , Hdl prepares a list of misallocated or under-reporting businesses for City officials to review and authorize prior to any invoicing . This line item, account-level approval process is an important step in eliminating any misunderstandings or disagreements regarding what may be considered a valid audit "find." 4 . Preparation and Submittal of Corrections : Petitions are prepared (BOE Form 549-S or 549- L) that notify the BOE the existence and nature of the misallocation. All relevant and available supporting documentation is included. Copies of all transmittal forms and correspondence with the BOE and taxpayers are sent to City staff. 5. Continuous Follow-up : Hdl employs a full-time case manager whose responsibility is to monitor and follow-up on case inventory . An aging report is updated and reviewed on a monthly basis and the appropriate follow -up is initiated on cases that are tak ing an inordinate amount of time to correct. This follow-up emphasizes partnership and cooperation with BOE Allocation Group staff. Hdl's continuous efforts to check on the status of submittals are made to ensure that corrections are being pursued . Timely follow- up on cases reduces the time it takes for the City to recover its revenue . 6. Appeals : Hdl cases are thoroughly researched, vetted and documented prior to submittal. This ensures the fastest possible processing times, and reduces the number of cases that are initially disclaimed and must be further researched and defended through a very lengthy BOE appeals process . Nearly all Hdl cases are resolved favorably at either the first or second levels of the BOE petition process described in Regulation 1807 . Hdl has Page 13 of21 cultivated close working relationships with the BOE Appeals Division and with each of the elected Board Members . When an appeal is required, Hdl has the necessary expertise and access to competently and aggressively represent client interests . Having a large number of cases on appeal may be presented by some vendors as evidence of a more sophisticated and aggressive audit program. It should be viewed, however, as an indication that inadequate supporting documentation tends to require more case appeals and lead to otherwise unnecessary procedural delays . c . Track Record Hdl is effective in recovering misallocated revenue for client agencies in 97% of all cases submitted to the BOE. In the roughly 3% of cases that are initially disclaimed , Hdl is able to achieve positive results by successfully appealing cases . The small amount of cases that do to appeal is evidence of Hdl's thorough research and the quality of the factual information included to support claims. Only 5% of Hdl's case submittals are unresolved after two quarters with an average for all cases of 186 days. The company 's backlog of cases requiring retroactive adjustments for any lengthy period of time is one-fifth that of other companies submitting claims to the BOE. 2. Management Analysis 94043 1.4-6 a. Hdl Database, Reports and Training Hdl maintains Cupertino 's detailed sales tax data back to 1994 and will provide City staff with unlimited access to its quarterly updated web-based sales tax system to facilitate "in-house" analysis and printing of reports . The system allows City staff to search, print and export their sales tax data for a variety of financial , management and planning functions. The system provides the ability to search all sales tax producers in the City by business name, address, BOE account number and current or historical sales tax allocations . The web application also provides access to the City's archived quarterly sales tax reports . Data is easily queried and exported to either comma delimited or native Excel formats, allowing for convenient use with standard applications such as the Microsoft Office suite. The web application is accessible from all major operating systems , internet browser platforms , and device types (laptop , tablet, PC , mobile). The City's archived quarterly sales tax reports can also be accessed through the online sales tax application. Hdl's Geo-area feature supports use of address ranges , which ensures the inclusion of all appropriate BOE registrations and also allows City staff to create and modify Geo-areas without a separate GIS system. Hdl also supports interfacing with the City's GIS by including accurately geocoded latitude and longitude for each business . This data can include all data fields including historical allocation information and can be quickly exported by City staff on demand using Hdl's Sales Tax Web Application. Additionally , City created shape files can be used to define a Geo-area, which would identify related businesses by latitude and longitude . Training on use of the software and ongoing upgrades is provided at no additional charge. Quarterly sales tax reports are provided on both a cash and adjusted basis . Cash reports reconcile to BOE payments and are necessary for any revenue sharing agreements that the City might have in place. The adjusted reports shift payment aberrations (double-up payments , BOE audit adjustments, etc .) into the quarter where the sales occurred to accurately show the City's true economic trends . The quarterly sales tax data will be presented in reports for major sales tax producers by both rank and category, analysis of sales tax activity by category , business or areas specified by the City . Hdl's quarterly sales tax reports include a listing of top sales tax producers and comparisons with both regional and statewide trends . Retailer information is provided in grouped form or in business by business detail. Quarterly information will also include tables that track year-to- date receipts and show comparisons with past periods to measure progress toward achieving the City's annual budgeted revenue amount. Page 14 of21 94043 1.4-6 Hdl's services are superior to other vendors because the firm provides data analysis instead of bound stacks of raw data printouts . The quarterly analysis is done in context with regional market areas , countywide and statewide trends to better monitor and compare the City 's economic performance by business category and geographical area . A non-confidential newsletter is included to support management's efforts to inform and engage the public. Analysis of sales and use tax data and quarterly presentations to City staff are led by seasoned professionals, whose experience and knowledge adds value by identifying emerging retail trends , business retention needs , leveraging of economic clusters and reviewing successes in client jurisdictions with similar characteristics . Hdl staff also prepares sales and use tax projections for proposed development projects, responds to technical questions relating to BOE processes and regulations, and monitors revenue sharing agreements . b. Budget Projections and Monitoring Hdl has developed a comprehensive , detail-oriented method for projecting and monitoring client sales and use tax revenues that has proved to result in estimates that fall within 1 % of actual receipts two-thirds of the time . Initial and mid-year projections are made by factoring out payment aberrations that skew the base revenue and factoring in known changes such as new or closed businesses . Hdl also incorporates information from over 90 economic sources as well as information gathered from quarterly client meetings to develop economic factors to apply to individual retail business segments ; the results are combined into a single estimate of anticipated revenue . Hdl further enhances its projections by contacting builders of large-scale development projects to better time and estimate the value of potential use tax payments into its estimates . Five year forecasts are also provided . c . Use Tax Maximization Program Major construction projects and even ongoing business operations often generate significant use tax revenues from purchases of machinery , equipment and other fixed assets. Hdl has worked with numerous clients to ensure that use tax from manufacturing and assembly plants , food processing , cold storage facilities , power/energy projects , medical , research and technical facilities , oil fields/refineries and extraction/mining industries are properly allocated to the host jurisdiction . Hdl's sales tax team includes a staff of specialists who review new business startups that might present potential self-assessed use tax opportunities, meets with contractors to advise on sub-permits and reporting procedures and provides materials and advice on purchasing companies and direct payment permits. The firm monitors major construction projects to make sure that any use tax generated is properly allocated to the job site's host jurisdiction . When brought into a project early , Hdl assists clients with inserting provisions in conditional use permits and development agreements to guarantee that use tax maximization procedures are followed and monitors projects and subcontractors to make certain that sales tax is properly allocated back to the client jurisdiction . Direct payment permits and purchasing corporations can sometimes be utilized where conditions offer mutual opportunities for the client agency to capture additional sales tax revenues and the participating company can increase control of sales and use tax liabilities . d. Economic Development Benefits When properly refined and organized , sales tax data analysis is an important tool for strengthening and expanding local economies. The data shows companies that are growing and may need expansion space and should be contacted as part of an agency 's business retention program . When broken out geographically, the data produces patterns of industries that potentially share common customers , suppliers , technology and labor and therefore offer opportunities for attracting new businesses . The data further exposes retail areas that may be Page 15 of21 over saturated in some retail segments while also identifying voids and opportunities for additional retail development Although numerous companies and agencies use the BOE's published data as a basis for analysis, the results are usually inaccurate and misleading due to address and business categorization errors in the data . To correct those deficiencies, HdL performs data validation and scrubbing techniques on an ongoing basis , fixing business addresses and re-categorizing merchants to differentiate brick and mortar retailers from "business to business" suppliers and on-line retailers. The company further creates and groups businesses into additional categories and classifications, not provided by the BOE , to better track new and emerging economic trends. Samples include the breaking out of biotech/medical suppliers, online fulfillment centers, alternate energy and utility providers , wineries and marijuana dispensaries. This focused approach to data management allows agencies to more accurately compare the impact of trends in their jurisdiction with state and regional trends . On a regional basis, it also allows for the identification of true economic voids and opportunities to expand the City's tax base . Accurate addressing allows for improved performance monitoring and comparison of specific economic areas such as shopping centers, downtown districts and auto malls with similar projects throughout California . In addition to using our large database, HdL 's principals leverage their experience analyzing client data throughout California to identify new trends and developments that might help other clients. The service includes analyses to identify retail voids and opportunities and an annual publication of retailers seeking expansion in the region and state . e. Legislative Updates HdL prepares Legislative Updates for clients to keep them informed on any changes that may impact local revenues . The firm also provides Issue Updates which are similar in nature but deal with specific issues such as Sales Tax Participation Agreements. Each issue is presented in detail so that Agency staff is better equipped to handle questions on that topic from their community leaders . The firm also retains Johan Klehs as a lobbyist to represent client interests in matters before the BOE and the state legislature . Mr. Klehs is respected as an expert in budget, fiscal , taxation, and business issues affecting California and its economy . He maintains a wide range of ties with the executive and legislative branches of state and federal government. In statewide office, Klehs served as Chair and a Member of the California State Board of Equalization (1995-2003) and a Member of the Franchise Tax Board. He also served 14 years as a Member of the California State Assembly . 3. Consultation 940431.4-6 Each quarter, a principal of the firm analyzes the City 's data in detail and meets with appropriate City officials to review trends, and discuss and make recommendations regarding the budget implications of the quarter's data. HdL also serves as "on-call " staff to provide sales tax estimates for proposed projects, assist with budget projections and answer sales and use tax questions related to economic development, budgeting and related revenue collection. When requested by the City, principals also meet with committees of the City Council and other groups to explain sales tax regulations and their importance to the City's tax base. HdL will , when requested by the City, conduct technical seminars for City personnel on California sales and use tax processes. To support in-house efforts to maximize use tax, the seminars will cover the fundamentals of direct payment permits , purchasing corporations and maximizing "use tax" from construction projects . Page 16 of21 Hdl maintains close and positive relationships with members of the BOE and staff to quickly resolve policy issues unique to individual clients . The firm also advocates regulation and legislative changes when they are of benefit to all clients . Examples are the Company's work in the change of allocation of "use tax" for major construction projects , securing an Executive Order from the Governor to allow publishing of top taxpayers in public documents and the introduction of the problem of "point of sale" for warehouses to the BOE. 4. Transactions Tax Reports and Monitoring Hdl will monitor and report on this additional revenue source at the City's option for $100 per month. The only requirement is that the City adopts a separate resolution of confidentially authorizing Hdl's access to the confidential database. Should the City desire Hdl to audit its transactions and use taxes, the charge would be a 25% contingency fee against retroactive adjustments only (no prospective billing). Audit fees are billed only after the completion of the audit, submittal of corrections to the BOE and receipt of revenue by the City. B. Transient Occupancy Tax Operations Management Hdl's service ensures compliance, educates hoteliers in transient occupancy tax regulations and filing procedures, and maximizes City revenues. 1. Tax Registration Database Management Hdl will transfer the City's existing databases as they relate to TOT into Hdl's internal administration tools . Hdl will maintain the data and provide reports to the City . 2. Return Processing Hdl will process TOT filings within 5 days of submission . Accounts will receive all applicable forms necessary to complete the renewal process . 3. New Account Processing Hdl will process any new TOT registrations for lodging establishments that change hand or newly offered properties . 4. Payment Posting / Processing Hdl will process all payments made for new and existing lodging providers . Accounts will be updated with payment information and revenues will be remitted to the City net Hdl's fees on no less than a monthly basis . 5. Customer Support Center Hdl will provide lodging providers with multiple support options for registering, filing returns, making payments and for general inquiries . Lodging providers will be able to access one of our tax specialists Monday-Friday 8:00 am to 5:00 pm Pacific via phone, email, fax and the online support center. 6. On-Line Filing & Payment Processing Hdl will provide a website for lodging providers to make payments online . 7. Compliance Monitoring Hdl will ensure accurate filings of TOT returns by consistently monitoring returns and providing compliance audits as mutually agreed to by the City and Hdl. 8. Annual Reporting In addition to standard monthly reports, Hdl will continue to provide the City with annual analysis reports designed to provide key insights in the lodging provider community and the details on reporting of each lodging provider. 940431 .4-6 Page 17 of 21 C. Economic Development Services 94043 1.4-6 1. General Information Hdl's ECONSolutions team provides strategic planning and consulting services to assist local governments with economic development planning and execution . The team offers a variety of products and serv ices that can be customized to fit any budget and development requirements . Economic development services include : • Market analytics • Retail attraction • Consumer demographic profile • Void analysis and market profile • Economic development action plan • Retail performance assessment • Community profile Hdl's economic development staff will work in collaboration with City staff in formulating steps to capitalize on near-term opportunities, evaluate areas for redevelopment and work to develop a plan that is right for the City. Our experienced staff has over 43 years of local economic development and community development experience in California, extensive data , a customized online GIS platform and the ability to leverage Hdl's databases . The team has the ability to engage in projects of every size ranging from data analysis to comprehensive studies to advisory support . 2. Products and Services a. Market Analytics Successfully attracting and retaining expanding businesses is a vital role in local economic development. With annual data packages, you receive up-to-date information for each of your major retail areas customized using drive-time or radius ring areas. Each area will be supported by the below four reports that can be utilized on the City's website, chamber of commerce, business and retention meetings, along with development marketing . b. Void Analysis & Market Profile A Void Analysis Summary and Market Profile provides clients with a list of retailers and restaurants to target that would potentially fill a void within a market. A Void Analysis is a useful tool when evaluating a tenant mix for a new center or redevelopment project or generating leads for vacant sites . Information includes nearest location , approximate parcel size needed , estimated local annual revenue (sales tax), along with contact information for the retailer. This report is supported by a database of over 1,000 retailers with over 131 ,000 locations within the state of California . c . Community Profile The Community Profile summarizes a community 's characteristics , market area, and local economic indicators in a condensed 4 to 6-page format that can be used for marketing events, recruiting events and the City 's website. Page 18 of21 940431.4 -6 d. Economic Development Action Plan (EDAP) Our team can help focus the City 's economic development efforts by preparing an Economic Development Action Plan (EDAP). A two to three-year period is commonly used for an EDAP that focuses on identifying near-term econom ic development goals and opportunities within geographic or specified business areas. e . Business Attraction Services Commercial vacancies, new development and redevelopment sites are opportunities for our clients to capitalize on new revenue . Maneuvering through the difficulties of working with shopping centers with fragmented property ownership, site selectors and real estate professionals is a specialty of the ECONSolutions team . Contact us to discuss how we can assist in attracting expanding retailers and restaurants to your community . f . Economic Incentives & Public Private Negotiations Implementation of a Public-Private Partnership (P3) for economic development purposes involves the use of publ ic resources or financing capabilities to promote local economic development. ECONSolutions can assist the City in conducting an initial review of the project feasib ility, evaluating the projects consistency with the City's long-term goals, and determine the fiscal impact of the Project. All of which will be used to assist in structuring incentive opportunities to help facilitate development. g. Educational City Council Study Sessions We work directly alongside our clients to provide a 3rd party perspective , study sessions and educational presentations to city councils , chambers representatives and planning commissions. h . Feasibility Studies & Revenue Projections Determining the viability of proposed projects through feasibility studies for commercial development opportunities in the City. ECONSolutions offers a wide range of techniques to evaluate retail potential to assist in making preliminary decisions on moving forward to the next stages of the development process . i. ICSC Support Our team work on behalf of our clients to make these events highly productive. Providing meaningful data and information and scheduling valuable face-to-face interactions with real estate professionals and developers is an ECONSolutions specialty. j . Reuse & Redevelopment Studies Evolving consumer trends , regulatory constraints , and market forces are driving changes in land use , includ ing industria l , office , retail, residential , mixed-use, institutional , and supporting infrastructure. I n light of those factors , we can assist the City in developing a Reuse or Redevelopment Study to assist with creating new real estate value, producing jobs and promoting resource efficient development in your community. Page 19 of 21 A. Sales and Use Tax Services 1. Audit Services EXHIBIT "B" COMPENSATION Hdl proposes a fee of 15% of all new sales and use tax revenue received by the City (including reimbursement from the sales and use tax compensation fund outlined in Section 97.68 of the Revenue and Taxation Code) as a result of audit and recovery work performed by the firm . This audit fee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue and includes retroactive back quarter adjustments obtained by Hdl. Audit fees are billed only after completion of the audit , submittal of corrections to the BOE and receipt of revenues by the client. 100% of all new revenue generated by Hdl flows to the City after the completion of the eight quarters. The fee constitutes the full reimbursement to Hdl and covers all direct and indirect costs incurred by the firm under this contract. This includes all salaries of our employees , travel expenses and service contracting costs as well as the software to be delivered to the City of Cupertino under this proposal. Invoices are submitted only for recoveries previously approved by the City. Hdl does not bill for audit revenues until the client has actually received said monies. Further, if during the billing cycle, a taxpayer receives a refund for overpayment of taxes generated during that cycle, Hdl credits back any proportionate share of the fee that may have been levied . Invoices are submitted quarterly after the City has received the revenue from the audit correction. The invoice includes a printout showing the name , address, and sales tax registration number of each company, and the specific amount of revenue allocated by the SBOE to the City for those businesses . If a misallocation correction involves additional revenue from a company that had already been partially allocating revenues to the City , the City and Hdl will agree in a Work Authorization , prior to billing, the methodology for identifying the incremental revenue attributable to Hdl's work. 2. Web-Based Application and Sales Tax Management Services Hdl's standard fees for an agency of Cupertino 's size and character is $850 per month billed quarterly . This includes ongoing analysis , reports, legislative support and unlimited access to Hdl's team members for sales and use tax related questions , as well as training and support for internal implementation of a program of use tax maximization and economic expansion. 3. CPI Adjustment -Fees for Operations Management Services are adjusted at the beginning of each calendar year by the change in the Consumer Price Index -West Urban (CPI-WU) as reported by the Bureau of Labor Statistics . Each annual adjustment will not be less than two percent (2%) or greater than ten percent (10%). 94 043 1.4-6 Page 20 of 21 4 . Transactions and Use Tax Audit and Management Services Hdl will monitor and report on the City 's Transactions and Use Tax. The current charge for this service is $100 per month and a 25% contingency fee against retroactive adjustments only (no prospective billing). Audit fees are billed only after the completion of the audit , submittal of corrections to the BOE and receipt of revenue by the City. B. Transient Occupancy Tax Compensation -Hdl's compensation for performing Operations Management Services related to transient occupancy tax is a fixed fee of $650 per lodging provider property per year. CPI Adjustment -Fees for Operations Management Services are adjusted at the beginning of each calendar year by the change in the Consumer Price Index -West Urban (CPI-WU) as reported by the Bureau of Labor Statistics . Each annual adjustment will not be less than two percent (2%) or greater than ten percent ( 10%). Travel Expenses -Travel and lodging expenses are billed at cost and apply to all meetings ; including process , pre-installation, installation , training, and support . Hdl is dedicated to conserving public funds, and ensures any travel costs are indeed required and reasonable. C. Economic Development Services Item 1 -Community Profile • Preparation of a community profile which will provide insight into Cupertino's market area , community characteristics and economic indicators . • Valuable resource for recruitment purposes . Total $6,000 Item 2 -INSIGHT Market Analytics • Provides analytics data on targeted areas of interest with up to date trade area data for recruitment of retailers to your community. • Includes up to 5 areas to analyze within your City. • Semi-Annual update included . Total $5,000 Item 3 - Void Analysis and Market Profile 940431.4 -6 • List of targeted retailers identified and based on Trade Area Analysis Total $5,000 Grand Total $16,000 Page 21 of 21 ~ --.,® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYYI 6/8/2017 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. 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). PRooucER Partee Insurance Associates , Inc. CONTACT Ana Arancibia NAME: 584 S. Grand Avenue PHONE 626-966-1791 I r..e~ Nol : 626-331-8132 Covina, CA 91724-3409 /Air' Nn i:vtl• E-MAIL analauraa@.oarteeinsurance.com ADDRESS : INSURER(S) AFFORDING COVERAGE NAIC# www.parteeinsurance .com License #0786033 INSURER A: Ohio Security Insurance Comoanv 24082 INSURED INSURER B : American Fire and Casualty Comoanv 24066 Hinderliter de Llamas & Associates INSURER c: Twin City Fire Insurance Comoanv 29459 1340 Vall~ Vista Drive #200 Diamond ar CA 91765 INSURER D : INSURERE : INSURER F : COVERAGES CERTIFICATE NUMBER: 36084485 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISS UED TO THE INSURED NAMED ABOV E 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE '"'"' W\tn POLICY NUMBER IMM/DD/YYYY\ IMM/DD/YYYYl LIMITS A .I COMMERCIAL GENERAL LIABILITY ,/ .I BKS56441197 11/15/2016 11/15/2017 EACH OCCURRENCE $ 1 ,000 ,000 -=:J CLAIMS-MADE CJ OCCUR UAMA\it: I U Kt:N , ccu PREMISES /Ea occurrence\ $ 500 ,000 -MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY f--- $ 1 ,000 ,000 GEN"LAGGREGATE LIMI T APPLIES PER : GEN ERAL AGGR EGAT E $ 2 ,000 ,000 H POLICY D m~~ O Loc PRODUCTS -CO MP/OP AGG $ 2 ,000 ,000 OTHER: $ A AUTOMOBILE LIABILITY ,/ .I BAS56441197 11/15/2016 11/15/2017 COMB INED SIN GLE LIMIT $ 1 000 000 /Ea accidentl - _L ANY AUTO BOD IL Y INJ URY (Per pers on) $ OWNED -SC HEDULED BODIL Y INJUR Y (Per accident) $ -AUTOS ONLY -AU TOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ON LY AUTOS ON LY IPer accident\ --$ B ,_L UMBRELLA LIAS ~ OCC UR USA56441197 11/15/2016 11 /15/2017 EACH OCCURRENCE $ 3 ,000 ,000 EXCESS LIAB CLAI MS-MAD E AGGREGAT E $ 3 ,000 ,000 DED I .I I RETENTION s 1 o, ooo $ A WORKERS COMPENSATION .I XWS56441197 11/15/2016 11/15/2017 .I I ~f f TuT E I I OT H-ER AND EMPLOYERS" LIABILITY YIN ANYPROPR IET ORIPART NER /EXECUT IVE D E.L . EACH ACCIDENT $ 1 ,000 ,000 OFFICER/MEMBER EXCL UDED? NIA (Mandatory in NH) E.L. DISEASE -EA EMP LO YEE $ 1 ,000 000 ~~i~~ft{'[J~ ~n:~PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1 ,000 ,000 C PROFESSIONAL LIABILITY 72PG0246728 11/15/2016 11 /15/2017 EACH CLAIM $1 ,000 ,000 CLAIMS MADE FORM RETRO 2/15/2003 AGGREGATE $2 ,000 ,000 DEDUCTIBLE $25 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attached if more space is required) The City , its officers , employees and agents are listed as additional named insured, primary/non-contributory as respect to the General Liability and Auto Liability. Waiver of Subrogation applies as respects to the General Liability, Auto Liability and Workers Compensation . *30 day notice of cancellation applies except *10 days for non payment. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Citj of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10 00 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino CA 95014 I AUTHORIZED REPRESENTATIVE -&7 ~ Sylvia Co ronado © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 36084485 I HHIDE-1 ! 16/17 GL/BA/XS/WC/PL -HINDERLITER ON LY I An a Arancibia ! 6/8/2017 4 :35 :15 PM (PDT) I Pagel of 8 0 ., 0 ~ POLICY NUMBER: BKS56441197 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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): City of Cupertino The City , its officers , employees and agents 10300 Torre Avenue Cupertino Ca 95014 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 in- jury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or om issions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing oper- ations; 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 permit- ted by law ; and 2. If coverage provided to the additional in- sured is required by a contract or agree- ment, 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 Ill -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 shown in the Declarations ; whichever is less . This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Dec- larations . CG 20 26 04 13 © Insurance Services Office , Inc., 2012 Page 1 of 1 36084485 I HINOE-1 I 16/17 GL/BA/XS/WC/PL -HINDERLITER ONLY I Ana Arancibia I 6/8/201 7 4 :35:15 PM (PDT) I Page 7 of 8 - -----a -----a ill _ § ~ POLICY NUMBER: BKS56441197 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Name Of Person Or Organization: City of Cupertino The City , its officers , employees and agents 10300 Torre Avenue Cupertino Ca 95014 SCHEDULE 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 we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organi - ~ zation shown in the Schedule above . 'o :g CG 24 04 05 09 © Insurance Services Office, Inc ., 2008 Page 1 of 1 36084485 I HINDE-1 I 1 6/17 GL/BA/XS/WC/PL -HI NDE RLITER ONLY I Ana Arancibia I 6/8/201/ 4:35:15 PM :PDT) I Page 8 of 8 0 ., 0 ;:, POLICY NUMBER BKS56441197 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any prov1s1on to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance avail- able to an additional insured under your poli- cy provided that: (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribu- tion from any other insurance available to the additional insured . (1) The additional insured is a Named In- sured under such other insurance; and CG 20 01 04 13 © Insurance Services Office , Inc ., 2012 36084485 I HINDE -1 I 16/17 GL/BA/XS/WC/PL -HIN DERL ITER ON LY I An a Aranci bia I 6/8/2017 4:35:15 PM :PDT} I Page 2 of 8 Page 1 of 1 I "' " "' " 0 ;; - = - = = THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 02 99 DESIGNATED INSURED ENDORSEMENT The endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the WHO IS AN IN- SURED provision of the Coverage Form . This endorsement does not alter coverage provided in the Cov- erage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below . Endorsement Effective 11/15/2016 Named Insured HDL SOFTWARE , LLC HINDERLITER DE LLAMAS & ASSOCIATES Name of Person(s) or Organization(s) Policy Number BAS564411 97 -~P ~--£ bv c_:-_.:, ____ ,,) Countersianed SCHEDULE City of Cupertino The City, its officers, employees and agents 10300 Torre Avenue Cupertino Ca 95014 (Authorized Representative) (If no entry appears above , information required to complete th is endorsement will be shown in the Declara- tions as applicable to this endorsement.) Each person or organization shown in the Schedule is an "i nsured" for LIABILITY COVERAGE , but only to the extent that person or organization qualifies as an "insured" under the WHO IS AN INSURED provision contained in SECTION II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office , Inc ., 1998 Page 1 of 1 36084485 I HINOE -1 I 16/17 GL/BA/XS/\tlC/PL -HINDERLITER ONLY I Ana Arancibia I 6/8/2017 4 : 35 : 15 PM (PDT) I Page 4 of 8 POLICY NUMBER: BAS56441197 COMMERCIAL AUTO CA 88 66 0513 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED -NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement , the provisions of tti.e Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organizafon(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Fo rm . This endorsement does not alter coverage provided in the Coverage Form . Name of Person(s) or Organization(s): Regarding Designated Contract or Project: Schedule Ci ty of Cupe rtino Th e City , it s office rs , empl oyee s and agents 10 300 Torre Avenue Cupe rtino Ca 95014 Each pe rson or organization shown in the Schedule of this endorsement is an "insured" fbr Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Pr:ovision contained l n Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations , and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance . © 2013 Liberty Mutual Insurance . A ll rights reserved . CA 88 66 0513 Includes copyrighted material of Insurance Se rv ices Office , Inc ., w ith its perm iss io n. Page 1 of 1 36084485 I HINDE-1 I 1 6/17 GL/BA/XS/IIJC/P L -HIN DERL I TER ONLY J Ana Arancibia J 6/8/2 017 4:35 :15 PM (POT ) I Page 5 of 8 POLICY NUMBER: BAS56441197 COMMERCIAL AUTO CA 88 62 0113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM 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 th.e "accident" or the "loss" under a contract with that person or organization. Name(s) of Person(s) or Organization(s): City of Cupertino The City, its officers, employees and agents 10300 Torre Avenue Cupertino Ca 95014 SCHEDULE (If no name appears above , the. information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement). © 2013 Liberty Mutual Insurance CA 88 62 0113 Includes copyrighted material of Insurance Services Office , Inc ., with its permission . Page 1 of 1 36084485 j HINDE -1 I 16/17 GL/BA/XS/~1C/PL -HINDE RLITER ONLY I Ana Arancibia I 6/8/2017 4:35:15 PM (PDT) I Page 6 of 8 g 0 g WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA WC 99 06 79 Ed. 01-13} We have the right to recover our payments from anyone liable for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule . The additional premium for this endorsement is $ $250 Schedule Person or Organization City of Cupertino Job Description The City . its officers , employees and agents 10300 Torre Avenue Cupertino Ca 95014 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/15/2016 Policy Effective 11 /1 5/2016 State California Policy No. XWS56441197 Insured HINDERLITER DE LLAMAS & ASSOC Endorsement No . 0009 Premium $250 .00 Insurance Company Ohio Security Insurance Company 19291 WC 99 06 79 (Ed . 01-13) © 201 3 Liberty Mutual Insurance Countersigned by -~?.~:;;, C /" Includes cop y righted material of WCI RB .with its permission . 36 0 84485 I HINDE -1 I 1 6/1 7 GL/BA/XS/WC/PL -HINDERL ITER ON LY I Ana Arancibia I 6/8/2017 4:35 :15 PM (PDT) I Page 3 of 8