Cupertino City Council
May 7, 2024

ATTACHMENT A
FIRST AMENDMENT TO AGREEMENT 563 BETWEEN THE CITY OF CUPERTINO AND

HF&H CONSULTANTS, LLC FOR SOLID WASTE CONSULTING SERVICES This First Amendment to Agreement 563 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and HF&H Consultants, LLC, a Corporation ("Contractor") whose address is 201 N. Civic Drive, Suite 230, Walnut Creek, CA 94596, and is made with reference to the following:

RECITALS:

A. On July 25, 2022, Agreement 563 ("Agreement") was entered into by and between City and Contractor for Solid Waste Consulting Services.

B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

1. Paragraph 3.1 of the Agreement is modified to read as follows: Term. This Agreement begins on the Effective Date and ends on August 31, 2026 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on the effective date and shall be completed by August 31, 2026. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy.

2. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based upon actual costs but that will be capped so as not to exceed $430,000.00 ("Contract Price"), based upon the Scope of Services in Exhibit A-1 and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without the prior written approval of the City.

3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.

SIGNATURES CONTINUE ON THE FOLLOWING PAGE
1 Attachment B
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO HF&H CONSULTANTS , LLC
By ___________ _
Title ------------
Date ------------

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date ------------

EXPENDITURE DISTRIBUTION
By~
Title President
Date Apr 26, 2024
Item I PO Number I
Original Agreement I 2023-004 I.

SO #1 Solid Waste Consulting ] 2023-241
SO #2 Solid Waste Consulting I 2023-242
SO #4 Rate Disposal RFP Process I 2023-428
SO #3 Rate Year 4 Prep I 2023-288
SO #5 Performance Review I 2023-421
SO #6 Engagement management & j 2023-422 coordination PT.2 I SO 7 Billing and Fee Audit 12024-204 I
SO 8 Cost Based Rate Adjustment - j 2024-205 I,
SO 9 Solid Waste Consulting --- I 2024-257 - __J
SO 10 Solid Waste Consulting - _j 2024-269 I_
Amendment 1 _ _J Extend Term, Increase Budget J' - -
-
_ 'Io~ ! ~~maining I - __ ! ____ - - - -
2 Amount
- -
• -
_J
$350,00~
-$7,800.0oj
-$23,010.0Q]
-$57,960.0g]
-$18,870.0g]
-$12,430.0oj
-$6,070.0~
-$14,535.0Q]
-$85,085.0~
-$45,985.00]
-$34,119.ool
+$80,00~
$124,13~
"-- --
590 Ygnacio Valley Road, Suite 105
Walnut Creek, California 94596
Telephone : 925/977-6950
Date: April 22, 2024
EXHIBIT A-1

MEMORANDUM
Managing Tomorrow's Resources Today
Northern California
Southern California
www.hfh-con sultant s.com
To: Ursula Syrova, Environmental Programs and Sustainability Manager, City of Cupertino
From: Peter Deibler, Senior Manager, HF&H
Subject: Hourly Rates for Extended Term of Master Services Agreement The following hourly rates shall be effective beginning September 1, 2025. Specific hourly rates for the four core team members are: Rob Hilton - $335, Peter Deibler - $315, Danielle Derby - $225, and Alison Griffith - $225.

Ranges by Position:

Executive $320 - $335
Senior Project Manager $305 - $315
Project Manager $260 - $270
Senior Associate $225 - $240
Associate Analyst $175 - $185
Assistant Analyst $150 - $165
Administrative Staff $125 - $135
ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
~ 09/05/2023
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 Ashley Mack NAME:

Newfront Insurance Services, LLC rA~~N,_t C,A\ , (415) 754-3635 I FAX IA/C Nol:
450 Sansome Street f~lJ~ss: [email protected]
Suite 300 INSURER(Sl AFFORDING COVERAGE NAIC#
San Francisco CA 94111 INSURER A: Citizens Insurance Company of America 31534 INSURED INSURERB: Hartford Casualty Insurance Company 29424 HF&H Consultants, LLC INSURERC: Gemini Insurance Company 10833 INSURERD:
590 Ygnacio Valley Rd. Suite 105 INSURERE:

Walnut Creek CA 94596 INSURER F:

COVERAGES CERTIFICATE NUMBER: 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 POLICYEFF POLICY EXP LIMITS LTR ,.,., ... ,,.,., ... POLICY NUMBER IMM/ODNYYYI IMM/DDNYYYI X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 - ~ CLAIMS-MADE [g] OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence I $ 1,000,000 f--
MED EXP (Any one person) $ 10,000
- 09/06/2024 A X X OBF-D681476-06 09/06/2023 PERSONAL & ADV INJURY $ f--
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~
□ PRO- DLoc PRODUCTS - COMP/OP AGG $ 3,000,000 POLICY JECT OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ INCLUDED /Ea accident\ - ANY AUTO BODILY INJURY (Per person) $ - -OWNED SCHEDULED A OBF-D681476-06 09/06/2023 09/06/2024 BODILY INJURY (Per accident) $ - AUTOS ONLY AUTOS
X HIRED X NON-OWNED fp1!,?~~c';;i~RAMAGE $ AUTOS ONLY AUTOS ONLY $

X UMBRELLA LIAB
~ OCCUR EACH OCCURRENCE $ 3,000,000
A EXCESSLIAB CLAIMS-MADE X X OBF-D681476-06 09/06/2023 09/06/2024 AGGREGATE $ 3,000,000 OED I I RETENTION $ $
WORKERS COMPENSATION X I ~ffruTE I I OTH-

AND EMPLOYERS' LIABILITY ER
Y/N

B ANYPROPRIETOR/PARTNER/EXECUTIVE
□ N/A X 57 WEC ZR5765 09/06/2023 09/06/2024 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED?
(Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 ~~it~;3tft3~ ~/gPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 Professional Liability Aggregate 2,000,000
C VNPL013999 09/06/2023 09/06/2024 Each Loss Ded 10,000 Each Claim 2,000,000
DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is included as an additional insured as required by a written contract with respect to General Liability. Coverage is Primary and Non-Contributory. Waiver of subrogation applies in favor of the certificate holder with respect to General Liability and Workers Compensation. Umbrella Follows Form.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE ' ·
eaoo-l'ol'l'e"'Av :'1 I
Cupertino CA 95014 -- - _S,:-------
I
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: OBF'-D681476-06
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM
SUMMARY OF COVERAGES Limits Page

1. Additional lnsurej__Qy Contract,_Agreement or Permit Included 1

2. Additional Insured - Broad Form Vendors - - .-.;....;. ...,;_ Included 2

3. Alienated Premises Included 3

4. Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators

5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3

6. Personal and Advertising Injury - Broad Form Included 4

7. Product Recall Expense Included 4
Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5

8. Unintentional Failure to Disclose Hazards Included 6

9. Unintentional Failure to Notify Included 6
This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below.

The following changes are made to SECTION II -
LIABILITY:

1. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:

Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written
agreement or permit to add such person or
organization as an additional insured on
your policy is an additional insured only with
respect to liability for "bodily injury",
"property damage", or "personal and
advertising injury" caused, in whole or in
part, by your acts or omissions, or the acts
or omissions of those acting on your behalf,
but only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit;
(2) Premises you own, rent, lease or
occupy; or
(3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law; and
(2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
(3) Applies on a primary basis if that is
required by the written contract , written
agreement or permit.
(4) Will not be broader than coverage
provided to any other insured.
(5) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto .
391-1006 08 16 Includes copyrighted mater ials of Insurance Services Offices, Inc., with its permission . Page 1 of 6 c. This provision does not apply:
(1) Unless the written contract or written
agreement was executed or permit was
issued prior to the "bodily injury",
"property damage", or "personal injury
and advertising injury".
(2) To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(3) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury", "property
damage", "personal and advertising
injury" arises out of sole negligence
of the lessor.
(4) To any:
(a) Owners or other interests from whom
land has been leased if the
"occurrence" takes place or the
offense is committed after the lease
for the land expires; or
(b) Managers or lessors of premises if:
(i) The "occurrence" takes place or
the offense is committed after
you cease to be a tenant in that
premises; or
(ii) The "bodily injury", "property
damage", "personal injury" or
"advertising injury" arises out of
structural alterations, new
construction or demolition
operations performed by or on
behalf of the manager or lessor.
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or the failure to
render any professional services.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision,
hiring, employment, training or
monitoring of others by that insured, if
the "occurrence" which caused the
"bodily injury" or "property damage" or
the offense which caused the "personal
and advertising injury" involved the
rendering of or failure to render any
professional services by or for you.
d. With respect to the insurance afforded to
these additional insureds, the following is
added to SECTION II - LIABILITY, D. Liability
and Medical Expense Limits of Insurance:
!&~Hanover ~ Insurance Group-
OBF O681476 5701751
The most we will pay on behalf of the
additional insured for a covered claim is the
lesser of the amount of insurance:

1. Required by the contract, agreement or
permit described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations
e. All other insuring agreements, exclusions,
and conditions of the policy apply.

2. Additional Insured - Broad Form Vendors
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:

Additional Insured - Broad Form Vendors
a. Any person or organization that is a vendor
with whom you agreed in a written contract
or written agreement to include as an
additional insured under this Coverage Part
is an insured, but only with respect to liability
for "bodily injury" or "property damage"
arising out of "your products" which are
distributed or sold in the regular course of
the vendor's business.
b. The insurance afforded to such vendor
described above:
(1) Only applies to the extent permitted by
law;
(2) Will not be broader than • the insurance
which you are required by the contract or
agreement to provide for such vendor;
(3) Will not be broader than coverage
provided to any other insured; and
(4) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto
c. With respect to insurance afforded to such
vendors, the following additional exclusions
apply:

The insurance afforded to the vendor does
not apply to:
(1) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reasons of the assumption of
liability in a contract or agreement. This
exclusion does not apply to liability for
damages that the insured would have in
the absence of the contract or
agreement;
(2) Any express warranty unauthorized by
you;
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission . Page 2 of 6 (3) Any physical or chemical change in the
product made intentionally by the
vendor;
(4) Repackaging, unless unpacked solely for
the purpose of inspection,
demonstration, testing, or the
substitution of parts under instruction
from the manufacturer, and then
repackaged in the original container;
The most we will pay on behalf of the vendor
for a covered claim is the lesser of the
amount of insurance:

1. Required by the contract or agreement
described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations. (5) Any failure to make such inspection,
adjustments, tests or servicing as the
vendor has agreed to make or normally
undertakes to make in the usual course

3. Alienated Premises
of business in connection with the sale
of the product;
(6) Demonstration, installation, servicing or
repair operations, except such
operations performed at the vendor's
premises in connection with the sale of
the product;
(7) Products which, after distribution or sale
SECTION II - LIABILITY, B. Exclusions, 1.

Applicable To Business Liability Coverage k.

Damage to Property, paragraph (2) is replaced by
the following:
(2) Premises you sell, give away or abandon, if
the "property damage" arises out of any part
of those premises and occurred from hazards
that were known by you, or should have
reasonably been known by you, at . the time
the property was transferred or abandoned. by you, have been labeled or relabeled or used as a container, part or
ingredient of any other thing or
substance by or for the vendor;

4. Broad Form Property Damage - Borrowed
Equipment, Customers Goods, Use of Elevators
(8) "Bodily injury" or "property damage"
arising out of the sole negligence of the
vendor for its own acts or omissions or
those of its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to: _
(a) The exceptions contained within the
exclusion in subparagraphs (4) or (6)
above;or
(b) Such inspections, adjustments, tests
or servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products.
(9) "Bodily injury" or "property damage"
arising out of an "occurrence" that took
place before you have signed the
contract or agreement with the vendor.
(10)To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(11)Any insured person or organization,
from whom you have acquired such
products, or any ingredient, part or
container, entering into, accompanying 5.
or containing such products.
d. With respect to the insurance afforded to
these vendors, the following is added to
SECTION II - LIABILITY, D. Liability and
Medical Expense Limits of Insurance:
a. The following is added to SECTION II -
LIABILITY, B. Exclusions, 1. Applicable To
Business Liability Coverage, k. Damage to
Property:

Paragraph (4) does not apply to "property
damage" to borrowed equipment while at a
jobsite and not being used to perform
operations.

Paragraph (3), (4) and (6) do not apply to
"property damage" to "customers goods"
while on your premises nor to the use of
elevators.
b. For the purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:

1. "Customers goods" means property of
your customer on your premises for the
purpose of being:
a. Worked on; or
b. Used in your manufacturing process.
c. The insurance afforded under this provision is
excess over any other valid and collectible
property insurance (including deductible)
available to the insured whether primary,
excess, contingent or on any other basis.

Incidental Malpractice - Employed Nurses, EMT's
and Paramedics
SECTION II - LIABILITY, C. Who Is An Insured,
paragraph 2.a.(1)(d) does not apply to a nurse ,
391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 emergency medical technician or paramedic
employed by you if you are not engaged in the
business or occupation of providing medical,
paramedical, surgical, dental, x-ray or nursing
services.

6. Personal Injury - Broad Form
a. SECTION II - LIABILITY, B. Exclusions, 2.

Additional Exclusions Applicable only to
"Personal and Advertising Injury", paragraph
e. is deleted.
b. SECTION II - LIABILITY, F. Liability and
Medical Expenses Definitions, 14. "Personal
and advertising injury", paragraph b. is
replaced by the following:
b. Malicious prosecution or abuse of
process.
c. The following is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions, Definition 14. "Personal and
advertising injury":
"Discrimination" (unless insurance thereof is
prohibited by law) that results in injury to the
feelings or reputation of a natural person,
but only if such "discrimination" is:
(1) Not done intentionally by or at the
direction of:
(a) The insured;
(b) Any officer of the corporation,
director, stockholder, partner or
member of the insured; and
(2) Not directly or indirectly related to an
"employee", not to the employment,
prospective employment or termination
of any person or persons by an insured.
d. For purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:

1. "Discrimination" means the unlawful
treatment of individuals based upon race,
color, ethnic origin, gender, religion, age,
or sexual preference. "Discrimination"
does not include the unlawful treatment
of individuals based upon developmental,
physical, cognitive, mental, sensory or
emotional impairment or any
combination of these.
e. This coverage does not apply if liability
coverage for "personal and advertising
injury" is excluded either by the provisions of
the Coverage Form or any endorsement
thereto.

7. Product Recall Expense
a. SECTION II - LIABILITY, B. Exclusions, 1.

Applicable To Business Liability Coverage,
!&~Hanover ~ lnsurance Group-
OBF 0681476 5701751
o. Recall of Products, Work or Impaired
Property is replaced by the following :
o. Recall of Products, Work or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for
the loss of use, withdrawal, recall,
inspection, repair, replacement,
adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
If such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it, but this exclusion does
not apply to "product recall expenses"
that you incur for the "covered recall" of
"your product".

However, the exception to the exclusion
does not apply to "product recall
expenses" resulting from:
(4) Failure of any products to accomplish
their intended purpose;
(5) Breach of warranties of fitness,
quality, durability or performance;
(6) Loss of customer approval, or any
cost incurred to regain customer
approval;
(7) Redistribution or replacement of
"your product" which has been
recalled by like products or
substitutes;
(8) Caprice or whim of the insured;
(9) A condition likely to cause loss of
which any insured knew or had
reason to know at the inception of
this insurance;
(10)Asbestos, including loss, damage or
clean up resulting from asbestos or
asbestos containing materials; or
(11) Recall of "your products" that have
no known or suspected defect solely
because a known or suspected
defect in another of "your products"
has been found.
b. The following is added to SECTION II -
LIABILITY, C. Who Is An Insured, paragraph

3.b.:
"Product recall expense" arising out of any
withdrawal or recall that occurred before you
acquired or formed the organization.
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION II -
LIABILITY, D. Liability and Medical Expenses
Limits of Insurance:

Product Recall Expense Limits of Insurance
a. The Limits of Insurance shown in the
SUMMARY OF COVERAGES of this
endorsement and the rules stated below
fix the most that we will pay under this
Product Recall Expense Coverage
regardless of the number of:
(1) Insureds;
(2) "Covered Recalls" initiated; or
(3) Number of "your products"
withdrawn.
b. The Product Recall Expense Aggregate
Limit is the most that we will reimburse
you for the sum of all "product recall
expenses" incurred for all "covered
recalls" initiated during the policy period.
c. The Product Recall Each Occurrence
Limit is the most we will pay in
connection with any one defect or
deficiency.
d. All "product recall expenses" in
connection with substantially the same
general harmful condition will be
deemed to arise out of the same defect
or deficiency and considered one
"occurrence".
e. Any amount reimbursed for "product
recall expenses" in connection with any
one "occurrence" will reduce the amount
of the Product Recall Expense Aggregate
Limit available for reimbursement of
"product recall expenses" in connection
with any other defect or deficiency.
f. If the Product Recall Expense Aggregate
Limit has been reduced by
reimbursement of "product recall
expenses" to an amount that is less than
the Product Recall Expense Each
Occurrence Limit, the remaining
Aggregate Limit is the most that will be
available for reimbursement of "product
recall expenses" in connection with any
other defect or deficiency.
g. Product Recall Deductible
We will only pay for the amount of
"product recall expenses" which are in
excess of the $500 Product Recall
Deductible. The Product Recall
Deductible applies separately to each
"covered recall". The limits of insurance
will not be reduced by the amount of this
deductible.

We may, or will if required by law, pay all
or any part of any deductible amount, if
applicable . Upon notice of our payment
of a deductible amount, you shall
promptly reimburse us for the part of the
deductible amount we paid.

The Product Recall Expense Limits of
Insurance apply separately to each
consecutive annual period and to any
remaining period of less than 12 months,
starting with the beginning of the policy
period shown in the Declarations, unless the
policy period is extended after issuance for
an additional period of less than 12 months.

In that case, the additional period will be
deemed part of the last preceding period for
the purposes of determining the Limits of
Insurance.
d. The following is added to SECTION 11 -
LIABILITY, E. Liability and Medical Expense
General Conditions, 2. Duties in the Event of
Occurrence, Offense, Claim or Suit:

You must see to it that the following are
done in the event of an actual or anticipated
"covered recall" that may result in "product
recall expense":
(1) Give us prompt notice of any discovery
or notification that "your product" must
be withdrawn or recalled. Include a
description of "your product" and the
reason for the withdrawal or recall;
(2) Cease any further release, shipment,
consignment or any other method of
distribution of like or similar products
until it has been determined that all
such products are free from defects that
could be a cause of loss under this
insurance.
e. For the purposs of this endorsement, the
following definitions are added to SECTION
II - LIABILITY, F. Liability and Medical
Expenses Definitions:

1. "Covered recall" means a recall made
necessary because you or a government
body has determined that a known or
suspected defect, deficiency,
inadequacy, or dangerous condition in
"your product" has resulted or will result
in "bodily injury" or "property damage".

2. "Product recall expense(s)" means:
a. Necessary and reasonable expenses
for:
(1) Communications, including radio
or television announcements or
printed advertisements including
stationary, envelopes and
postage;
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 f.
(2) Shipping the recalled products
from any purchaser, distributor or
user to the place or places
designated by you;
(3) Remuneration paid to your
regular "employees" for
necessary overtime;
(4) Hiring additional persons, other
than your regular "employees";
(5) Expenses incurred by "employees" 8•
including transportation and
accommodations;
(6) Expenses to rent additional
warehouse or storage space;
(7) Disposal of "your product", but
only to the extent that specific
methods of destruction other than
those employed for trash
discarding or disposal are 9.
required to avoid "bodily injury"
or "property damage" as a result
of such disposal,
you incur exclusively for the purpose
of recalling "your product"; and
b. Your lost profit resulting from such
"covered recall" .

This Product Recall Expense Coverage does
not apply:
!&~Hanover ~ Insuranc e Group -
OBF D681476 5701751
(1) If the "products - completed operations
hazard" is excluded from coverage under
this Coverage Part including any
endorsement thereto; or
(2) To "product recall expense" arising out of
any of "your products" that are otherwise
excluded from coverage under this
Coverage Part including endorsements
thereto.

Unintentional Failure to Disclose Hazards
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions:

Representations
We will not disclaim coverage under this
Coverage Part if you fail to disclose all hazards
existing as of the inception date of the policy
provided such failure is not intentional.

Unintentional Failure to Notify
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions, 2. Duties in the Event of
Occurrence, Offense, Claim or Suit:

Your rights afforded under this Coverage Part
shall not be prejudiced if you fail to give us
notice of an "occurrence", offense, claim or "suit",
solely due to your reasonable and documented
belief that the "bodily injury", "property damage"
or "personal and advertising injury" is not
covered under this Policy.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission . Page 6 of 6

1. SECTION I - PROPERTY, if two or more of
this coverage part's coverages apply to
the same loss or damage, we will not pay
more than the actual amount of the loss or
damage.

2. SECTION II - LIABILITY, it is our stated
intent that the various Coverage Parts,
forms, endorsements or policies issued to
the named insured by us, or any company
affiliated with us, do not provide any
duplication or overlap of coverage for the
same claim, "suit", "occurrence", offense,
accident, "wrongful act" or loss. We will
not pay more than the actual amount of
the loss or damage.

If this Coverage Part and any other
Coverage Part, form, endorsement or
policy issued to the named insured by us,
or any company affiliated with us, apply to
the same claim, "suit", occurrence,
offense, accident, "wrongful act" or loss,
the maximum Limit of Insurance under all
such Coverage Parts, forms,
endorsements or policies combined shall
not exceed the highest applicable Limit of
Insurance under any one Coverage Part,
form, endorsement or policy.

This condition does not apply to any
Excess or Umbrella Policy issued by us
specifically to apply as excess insurance
over this policy.

G. Liberalization
If we adopt any revision that would broaden
the coverage under this policy without
additional premium within 45 days prior to or
during the policy period, the broadened
coverage will immediately apply to this policy.

H. Other Insurance

1. SECTION I - PROPERTY
If there is other insurance covering the
same loss or damage, we will pay only for
the amount of covered loss or damage in
excess of the amount due from that other
insurance, whether you can collect on it or
not. But, we will not pay more than the
applicable Limit of Insurance of SECTION I
- PROPERTY.

2. SECTION II - LIABILITY
If other valid and collectible insurance is
available to the insured for a loss we
cover under SECTION II - LIABILITY, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when
paragraph b. below applies. If this
insurance is primary, our obligations
are not affected unless any of the
other insurance is also primary. Then,
we will share with all that other
insurance by the method described in
paragraph c. below.
!&~Hanover ~ Jnsurance Group ..

OBF D681476 5701751
However, if you agree in a written
contract, written agreement, or
written permit that the insurance
provided to any person or
organization included as an
Additional Insured under this
Coverage Part is primary and
non-contributory, we will not seek
contribution from any other
insurance available to that Additional
Insured which covers the Additional
Insured as a Named Insured except:
(1) For the sole negligence of the
Additional Insured; or
(2) When the Additional Insured is
an Additional Insured under
another liability policy.
b. Excess Insurance
This insurance is excess over:
(1) Any of the other insurance,
whether primary, excess,
contingent or on any other basis:
(a) That is Fire, Extended
Coverage, Builder's Risk,
Installation Risk or similar
coverage for "your work";
(b) That is Property Insurance for
premises rented to you or
temporarily occupied by you
with permission of the owner;
(c) That is insurance purchased
by you to cover your liability
as a tenant for "property
damage" to premises rented
to you or temporarily
occupied by you with
permission of the owner; or
(d) If the loss arises out of the
maintenance or use of
aircraft, "autos" or watercraft
to the extent not subject to

SECTION II - LIABILITY,
Exclusion g. Aircraft, Auto or
Watercraft; and
(2) Any other primary insurance
available to you covering liability
for damages arising out of the
premises or operations, or the
products and completed
operations, for which you have
been added as an additional
insured by attachment of an
endorsement.

When this insurance is excess, we
will have no duty under SECTION II -
LIABILITY to defend the insured
against any "suit" if any other
insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to
do so, but we will be entitled to the
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission . Page 79 of 81 insured's rights against all those other
insurers.
c. When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in
the absence of this insurance; and
(2) The total of all deductible and
self-insured amounts under all that
other insurance.
d. We will share the remaining loss, if any,
with any other insurance that is not
described in this provision and was not
bought specifically to apply in excess of
the Limits of Insurance shown in the
Declarations for this Coverage.
e. Method of Sharing
If all of the other insurance permits
contribution by equal shares, we will
follow this method also. Under this
approach each insurer contributes equal
amounts until it has paid its applicable
Limit of Insurance or none of the loss
remains, whichever comes first.

If any of the other insurance does not
permit contribution by equal shares, we
will contribute by limits. Under this
method, each insurer's share is based on
the ratio of its applicable Limit of
Insurance to the total applicable limits of
insurance of all insurers.
f. When this insurance is excess, we will
have no duty under Business Liability
Coverage to defend any claim or "suit"
that any other insurer has a duty to
defend. If no other insurer defends, we
will undertake to do so; but we will be
entitled to the insured's rights against all
those other insurers.

I. Premiums

1. The first Named Insured shown in the
Declarations:
a. Is responsible for the payment of all
premiums; and
b. Will be the payee for any return
premiums we pay.

2. The premium shown in the Declarations was
computed based on rates in effect at the time
the policy was issued. On each renewal,
continuation or anniversary of the effective
date of this policy, we will compute the
premium in accordance with our rates and
rules then in effect.

3. With our consent, you may continue this
policy in force by paying a continuation
premium for each successive one-year
period. The premium must be:
a. Paid to us prior to the anniversary
date; and
b. Determined in accordance with
paragraph 2. above.

Our forms then in effect will apply. If you
do not pay the continuation premium, this
policy will expire on the first anniversary
date that we have not received the
premium.

4. Undeclared exposures or change in your
business operation, acquisition or use of
locations may occur during the policy
period that is not shown in the
Declarations. If so, we may require an
additional premium. That premium will be
determined in accordance with our rates
and rules then in effect.

J. Premium Audit

1. This policy is subject to audit if a premium
designated as an advance premium is
shown in the Declarations. We will
compute the final premium due when we
determine your actual exposures.

2. Premium shown in this policy as advance
premium is a deposit premium only. At the
close of each audit period, we will
compute the earned premium for that
period and send notice to the first Named
Insured. The due date for audit premiums
is the date shown as the due date on the
bill. If the sum of the advance and audit
premiums paid for the policy period is
greater than the earned premium, we will
return the excess to the first Named
Insured.

3. The first Named Insured must keep
records of the information we need for
premium computation and send us copies
at such times as we may request.

K. Transfer of Rights of Recovery Against Others
to Us

1. Applicable to SECTION I • PROPERTY
Coverage:

If any person or organization to or for
whom we make payment under this policy
has rights to recover damages from
another, those rights are transferred to us
to the extent of our payment. That person
or organization must do everything
necessary to secure our rights and must
do nothing after loss to impair them. But
you may waive your rights against another
party in writing:
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 a. Prior to a loss to your Covered
Property.
b. After a loss to your Covered Property
only if, at time of loss, that party is
one of the following:
(1) Someone insured by this
insurance;
(2) A business firm:
(a) Owned or controlled by you;
or
(b) That owns or controls you; or
(3) Your tenant.

You may also accept the usual bills of
lading or shipping receipts limiting the
liability of carriers.

This will not restrict your insurance.

2. Applicable to SECTION II • LIABILITY
Coverage:

If the insured has rights to recover all or
part of any payment we have made
under this Coverage Part, those rights
are transferred to us. The insured must
do nothing after loss to impair such
rights. At our request, the insured will
bring "suit" or transfer those rights to us
and help us enforce them.
!&~Hanover ~ Insurance Group -
OBF D681476 5701751
We waive any right of recovery we may
have against any person or
organization with whom you have a
written contract, permit or agreement
to waive any rights of recovery against
such person or organization 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 condition does not apply to
Medical Expenses Coverage.

L. Transfer of Your Rights and Duties Under
This Policy
Your rights and duties under this policy
may not be transferred without our written
consent except in the case of death of an
individual Named Insured. If you die, your
rights and duties will be transferred to your
legal representative but only while that
legal representative is acting within the
scope of their duties as your legal
representative. Until your legal
representative is appointed, anyone with
proper temporary custody of your property
will have your rights and duties but only
with respect to that property.
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WEC ZR5765 Endorsement Number:

Effective Date: 09/06/23 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: HF&H CONSULTANTS LLC
590 YGNACIO VALLEY RD STE 105
WALNUT CREEK CA 94596
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 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 07/27/23 Policy Expiration Date: 09/06/24

CITY OF
a

CUPERTINO

1. MASTER PROFESSIONAL/SPECIALIZED SERVICES

AGREEMENT WITH HF&H CONSULT ANTS, LLC

PARTIES
This Master Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), and HF&H Consultants, LLC., ("Contractor") a Corporation for Solid Waste Consulting Services, and is effective on the last date signed below ("Effective Date").

2. SERVICES

2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this Agreement and with each Service Order issued by the City's Project Manager or his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further agrees to carry out work in compliance with any applicable local, State, or Federal order regarding COVID-19.

2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures based on the City's best interests . Contractor will not be compensated for Services performed without a duly authorized and executed Service Order.

3. TIME OF PERFORMANCE

3.1 Term. This Agreement begins on the Effective Date and ends on August 31, 2025 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City' s purchasing policy.

3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time.

3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptl y to each Service Order request.

Master Professio nal/Specialized Services Agreem ent/ Rev. October 2021 Solid Waste Consulting Services

4. COMPENSATION

4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $350,000 .00 ("Contract Price") , based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount.

4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service Order.

4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval.

Noncompliance with this requirement relieves City of any further payment or other obligations under the Agreement.

5. INDEPENDENT CONTRACTOR

5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation, or other benefits from the City.

5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry.

5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code.

5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement.

Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor.

5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials, and equipment required to perform the Services under this Agreement.

5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees , agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security , disability , :er Professimm:l!SJ,e-ciali'zed--S-ervices Agreement/-Re . 0ctober-2621 Solid Waste Consulting Services

unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor.

Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made.

6. PROPRIETARY /CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data.

7. OWNERSHIP OF MATERIALS

7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City.

7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval.

7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement.

7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-Contractors, prepared or created under this Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired; (b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or (cl) Other City projects.

Master Professional/Specialized Services Agreement/ Rev. October 2021 Solid Waste Consulting Services

7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original.

8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City's final payment.

Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided.

9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the business entity.

PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles.

No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City.

11. INDEMNIFICATION

11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and Contractors ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) , of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of M11sterProfe ~ssinnal '/S-pe-cmtized Service Agreement/ R . October-2021 Solid Waste Consulting Services

Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City' s confidential and proprietary information; (e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party.

11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement.

11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee.

11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order or other transaction.

11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.

Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder .

11.6. This Section 11 shall survive termination of the Agreement.

12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement.

13. COMPLIANCE WITH LAWS

13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act.

13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component , Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws.

Master Professional/S pecialized Services Agreeme nt/ Rev. October 2021 Solid Waste Consulting Services

13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap , disability, marital status, pregnancy , age, sex, gender, sexual orientation , gender identity, Acquired-Immune Deficiency Syndrome (AIDS,) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5.

Consistent with City policy prohibiting harassment and discrimination , Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated.

Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision.

13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees.

13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments , requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement.

14. PROJECT COORDINATION
City Project Manager. The City assigns Ursula Syrova as the City' s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor.

Contractor Project Manager. Subject to City approval, Contractor assigns Peter Deibler as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and the Schedule of Performance . Contractor must regularly update the City's project manager about the status, progress and any delays with the work. City's written approval is required prior to Contractor substituting a new Representative which shall result in no additional costs to City.

15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment , and will be given reasonable time to assemble the work and close out the Services. With City' s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum often percent (10%) of the total time expended to date in the performance of the Services.
---------------------- ---M",casterProfessicmalt'Specialized Serviee cgreement/ Rev:-Gctober 202'------ Solid Waste Consulting Services

16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product.

17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California .

Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute . If the Parties elect arbitration , the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact.

18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs.

19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.

20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision . City's waiver of a breach shall not constitute waiver of another provision or breach.

21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s) , either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling .

22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate.

Master Profess ional/Specia lized Services Agreeme nt/ Rev. October 2021 Solid Waste Consulting Services

23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement.

24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent.

25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect.

26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission:

To City of Cupertino
Office of the City Manager
10300 Torre Ave.

Cupertino, CA 95014
Attention: Ursula Syrova
Email: [email protected]

27. EXECUTION
To Contractor:

HF &H Consultants, LLC.
201 N. Civic Drive, Suite 230
Walnut Creek, CA 94596
Attention: Peter Deibler
Email: [email protected] .

The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor . This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument.

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----------------------- -Mnsteri'rofessional/-Speeialized Services Agreement/ Rev. Octeber:20:21 Solid Waste Consulting Services

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CITY OF CUPERTINO
A Municipal Corporation
By~
Name Dianne Thompson (she/her)
Title Acting City Manager
Date Jul 25, 2022
APPROVED AS TO FORM:
cltr~ D . .JB-fUffl,,
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
~~

KIRSTEN SQUARCIA
City Clerk
Date Jul 25, 2022
Solid Waste Consulting Services
HF&H CONSULTANTS, LLC.

Name Rob Hilton
Title President
Date Jul 12, 2022
Maste r Professiona l/Specialized Services Agreeme nt/ Rev. October 2021

EXHIBIT A- SCOPE OF SERVICES
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal
procurements, MOU discussions with neighboring cities, and a range of negotiations . In recent years, Rob has served as an advisor and Danielle and Alison have assisted on many of these projects. In particular, Danielle is participating in cost-of-service modeling and annual contractor compensation reviews for Sunnyvale.

San Jose: Since 2008, Peter has managed multi-year MSA agreements with the city of San Jose, facilitating the process that resulted in the current contractual arrangements with Republic and GreenWaste for commercial collection and processing. He participated in residential collection and processing negotiations with four service providers and benchmarked the city's C&D program against other progressive local programs. Peter and Alison recently assisted the city with its SB 1383 ordinance, and Peter, Danielle, and Alison recently provided confidential technical support to the city's solid waste department and the city attorney's office.

Mountain View: Peter led a consulting team in developing a zero-waste plan, managed a sole source collection negotiation with Recology, and assisted the City in assessing operational and financial issues related to food scrap collection.

Milpitas: In 2013-2014, Rob and Peter conducted competitive collection and disposal procurements for the city of Milpitas.

SB 1383: HF&H has the most extensive SB 1383 knowledge and experience of any public-sector oriented consulting firm in California. Rob and Alison are part of HF&H's SB 1383 team and Peter has also been heavily engaged in SB 13983 planning and implementation . In 2019, HF&H prepared four Model SB 1383 Implementation Tools for CalRecycle, which were used by jurisdictions across the State to prepare compliance plans, compliant franchise agreements, new or revised ordinances, and develop strategies for reporting, recordkeeping, enforcement, and monitoring .

Performance Reviews: Peter leads HF&H's performance review practice, most recently completing reviews for Pleasanton and Sunnyvale (the second one). In the South Bay, he has also managed performance reviews for Mountain View and Palo Alto.

LABOR CATEGORIES AND RATE SCHEDULE
HF&H proposes the following billing rate schedule for the three-year qualification period. Specific hourly rates for the four core team members are: Rob Hilton - $325, Peter Deibler - $305, Danielle Derby - $215, and Alison Griffith - $215.

Position
Executive
Senior Project Manager
Project Manager
Senior Associate
Associate Analyst
Assistant Analyst
Administrative Staff
May 20, 2022 Page 8
Rate
$310 - $325
$295 - $305
$250 - $260
$215 - $230
$165 - $175
$140 - $155
$115 - $125
HF&H Consultants, LLC
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal

PROPOSED SCOPE OF WORK AND BUDGET BY TASK
Task 1. Assistance Securing Disposal Services
Background
There are three disposal facilities in Santa Clara County: Republic's Newby Island and Waste Management's (WM) Kirby Canyon and Guadalupe Landfill. Of these, Newby Island and Kirby Canyon are the only viable options; Guadalupe is not accepting new municipal disposal contracts . GreenWaste Recovery and Waste Connections may offer to transfer MSW from San Jose for disposal in Monterey or Solano County, respectively, but with significant climate emissions and transportation cost impacts.

Newby Island also provides exclusive construction and demolition {C&D) processing services. Fortunately, there are a number of options for C&D processing in the South Bay. In approaching a new disposal contract, the City will encounter four significant challenges during the process: 1) generating competition given the limited options; 2) evaluating alternative solutions that may include disposal or mixed waste processing plus disposal; 3) benchmarking pricing in a high inflation environment; and 4) communicating the final recommendation to City Council.

Approach
HF&H proposes to assist the City in conducting a parallel negotiation with Republic and WM for future use of Newby Island or Kirby Canyon. We believe that a parallel negotiation will be simpler, shorter, and more productive than a competitive RFP process, while addressing the challenges identified above by generating immediate competition, providing the best available current market options and pricing, addressing City interest in MSW processing, and providing clear choices for the Council.

If the City is interested in MSW processing, HF&H recommends initiating discussions with Republic (Newby Island), GreenWaste Recovery {Charles Street in San Jose), and Sunnyvale (SMaRT Station). We can help the City assess the benefits and tradeoffs inherent in use of one of these privately- or publicly-owned options.

For C&D processing, HF&H recommends moving to a non-exclusive system in which generators have a choice of approved facilities, consistent with the Cupertino Municipal Code and State law. We recommend the City negotiate capacity at the nearby Zanker Road facility, which is among the best processors of C&D material in the country, as a guaranteed backstop for the City's generators but also to allow generators to use facilities that are on San Jose's certified C&D facility list. We will assist the City in negotiating a simple agreement that guarantees City generator access to capacity without addressing pricing.

HF&H recommends the City Council adopt a communication policy, such as the one used for the recent Recology negotiation. HF&H will assist the City in developing a process for evaluating the results of the negotiations and final Council approval of future services. The evaluation process should address cost factors, such as tip fees and transport cost, as well as qualitative factors, such as acceptance of the City's contract terms, tradeoffs in greenhouse emissions, and relative recovery rates from MSW processing. The Recology agreement has a process to adjust compensation for off-route costs to accommodate changes in facility location.

HF&H understands the City is seeking to or has already entered into a short extension with Republic.

Assuming this is the case, HF&H will develop a draft disposal agreement defining the City's needs and define MSW and C&D processing interests. A brief termsheet could be used to more rapidly initiate May 20, 2022 Page 9 HF&H Consultants, LLC
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal
discussion. In general, HF&H will refine our proposed approach, as necessary, following discussion with the City.

Deliverables
HF&H will assist the City in identifying and assessing options and approaches for disposal, MSW processing, and C&D processing. We will prepare a draft and final draft disposal agreement for use in a parallel negotiation and a termsheet summarizing MSW and processing needs, review proposals (including cost and non-cost factors), and assist in negotiating a new agreement(s) for disposition of materials.

Fee Estimate
The estimated fee for Task 1 is $125,000 - $150,000. Among the factors affecting cost:
• The degree of necessary coordination with other City departments and with outside counsel, if the City chooses to enlist such services.
• Whether the City Attorney's office or outside counsel determines that CEQA requires analysis of the impact of changes in transport.
• Recology cooperates with the City and HF&H during the review and audit process, providing timely and complete responses to information requests and data to support transport analysis, including CEQA-related transport analysis.
• The degree to which Zanker Road representatives cooperate in a timely manner in entering into an agreement with the City.
• The extent and nature of HF&H's assistance in supporting MSW processing discussions with Sunnyvale.

Task 2. Assistance with Rate Year Four Cost-Based Hauler Rate Adjustment Background
HF&H assisted the City in negotiating a ten-year rate plan with Recology that would balance the need to smooth rate increases by providing Recology a reasonable level of profit. Recology agreed to take losses in Rate Years One through Three, anticipating full recovery of costs in Rate Period Four and onward . The RY4 Cost-Based adjustment has the goal, within specified parameters, of fully compensating Recology for allowable costs. Final compensation will, at City discretion, be funded through rate revenues and use of reserves from the City's Resource Recovery Enterprise Fund.

Task 2 is an atypical cost-based review due to the variety of policy issues that factored into determining Recology's compensation and customer rates under the new agreement, including in part, Recology's shortfalls under the previous agreement, City fee revenue requirements, the City's reserve balances, and gradual changes to the rate structure . While the agreement delineates the review process and provides protections for both parties there are important discretionary policy issues for City consideration, especially if Recology is not meeting its requirements . Thus, as discussed below for Task 3 Assistance with Performance Review and Audit of Hauler During RY4, HF&H recommends coordinating the work for Task 2 and Task 3 such that the results from Task 3 inform the final Task 2 results.

May 20, 2022 Page 10 HF&H Consultants, LLC
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal
Approach
The agreement requires Recology to submit the Application on or before August 1, 2023. HF&H recommends that the City, HF&H, and Recology meet in May 2022, following submittal of Recology's financial statement, but well in advance of Recology's RY4 application submittal. The purpose of this meeting is to discuss agreement language regarding the approach and schedule for the review, remind Recology staff, as necessary, of the context of the review, discuss any related issues that the City or Recology wishes to address in the process, and to discuss coordination of the review with the conduct of Task 3 Performance Review and Audit. Meeting relatively early with Recology gives the City and HF&H the opportunity to hear and, if necessary, to resist any Recology effort to use the submittal to expand the review scope to increase compensation.

HF&H will review the submitted application for mathematical accuracy and logical consistency, confirming it follows the methodology specified in Exhibit E2 of the Franchise Agreement. The review will focus on vehicle capital expenditures, specific SB 1383 expenses including required added staff positions, forecasting of allowable costs based on predetermined indices and calculations subject to a five percent cap, and recalculation of franchise fees and City reimbursements.

Once HF&H has developed draft results, we will share them with the City and begin discussion of how best to allocate rate increases to customer classes and whether it will be desirable to again use reserves to smooth rates. HF&H will also discuss with the City whether there is interest in establishing a Vehicle Street Maintenance Fee. In 2020, at the City's request, HF&H conducted a cost nexus analysis to support such a fee, should the City wish to add it.

Deliverables
Draft, final draft, and final memo reports addressing our findings including reasonableness and comparison to industry standards. Supporting documents and data will be made available to the City upon request.

Fee Estimate
The estimated fee for Task 2 is $75,000 - $90,000. The cost range assumes:
• Coordination of Task 2 with the Task 3 Performance Review and Audit work provides timing, scope, and cost efficiencies for both Tasks 2 and 3.
• Recology cooperates with the City and HF&H during the review and audit process, including providing timely and complete responses to information requests.
• Recology's financial and operational performance during Rate Years One through Three and the City's existing approach to rate smoothing do not change, such that substantial revisions to the confidential model and ten-year plan are required to develop new projections . As a result, the City will not need significant HF&H assistance to reanalyze the use of City fees or reserves to meet funding needs, and it will not be necessary to remodel rate scenarios to not only address cost of service by customer class but also by container type within each customer class.

May 20, 2022 Page 11 HF&H Consultants, LLC
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal
Task 3. Assistance with Performance Review and Audit of Hauler During RY4 Background
Section 6.3 of the agreement allows the City to conduct two performance reviews and detailed financial audits, at the City's discretion, at any point during the term. The City chose to negotiate a new sole-source agreement with Recology, and it is our understanding that Recology's overall performance has been good.

The cost of performance reviews range widely depending on the number of issues and the level of detail at which each issue is reviewed. HF&H's recent financial audits of Recology did not identify any substantive issues or concerns. For the reasons above, HF&H recommends a targeted approach to both the performance review and audit that minimizes cost and maximizes value. HF&H believes that these goals can best be met by beginning the Task 3 Performance Review and Audit prior to or in tandem with the Task 2 work. This will ensure that the results of the Task 2 work are informed by the findings of Task 3, avoiding a situation in which the City approves a RY4 adjustment - effectively the new baseline for the next several years of compensation - and subsequently identifies performance or financial issues that might have led to a lower RY4 adjustment .

Approach
HF&H recommends that the City and HF&H meet in late 2022 to discuss the timing and the goals for the Performance Review and the Audit. Depending on the City's decision on timing, the City and HF&H will either meet with Recology prior to the May 2023 Task 2 meeting to discuss the Performance Review and Audit, or will discuss them with Recology at the May meeting .

Performance Review
Based on discussion with the City, HF&H will provide a detailed scope for addressing issues in up to four broad areas of performance, such as SB 1383 program compliance (including contamination monitoring), customer service, education and outreach, record keeping and reporting, and other contractual requirements. HF&H will share the scope of work with and transmit a request for information (RFI) to Recology. HF&H will review the responses and request any necessary clarification from Recology. HF&H may suggest the City consider modifications in the focus of the Performance Review, should the RFI response indicate benefit in doing so.

HF&H will assess the information provided by Recology against the requirements of the agreement. For example, if the City identified recordkeeping and reporting as an area of focus, HF&H might review submitted reports for the past 12 months for compliance and completeness with Exhibit D Reporting Requirements.

HF&H will be available to assist the City in monitoring Recology's continued compliance or improvement based on the results of the Performance Review. Based on the findings and after consultation with the City, HF&H will recommend steps that Recology and the City can take over-t ime to ensure needed improvements are achieved. As budget allows, HF&H will provide the City with direct assistance in monitoring Recology progress.

Audit
HF&H recommends that the Audit focus on City fee remittances (CF Audit) and review of key expenditu res.

HF&H's 2020 Recology audit found that Recology was properly calculating and remitting City Fees in accordance with the prior agreement. The methodology fo r calculation and remittance of th e City Fees is May 20, 2022 Page 12 HF&H Consultants, LLC
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal
the same in the new agreement and we do not anticipate a significant variance in the results. Thus, we propose that we audit the past 24 months of City Fee remittances to ensure compliance . For the key expenditures review, HF&H will assess whether Recology's larger, funded expenditures, such as capital purchases and new staff hires, have in fact been incurred . HF&H will communicate with the City and Recology regarding the specific objectives of the City Fee audit and the key expenditures review, and send a request for information (RFI) to Recology listing the required documentation and review submittals for mathematical accuracy to confirm compliance with the agreement.

As an alternative to, or possibly an addition to the CF Audit, HF&H suggests that the City consider conducting a billing audit to review the revenue generated from customer billings in order to assess the reasonableness and accuracy of the gross rate revenue, as reported by Recology. A billing audit entails review of the current customer subscription data and calculation of actual revenues based on then­ current rates followed by testing a limited sample of commercial and residential customer accounts to verify the rates match the current approved rate schedule.

Deliverables
Performance Review
Draft, final draft, and final memos addressing our findings, including reasonableness and comparison to industry standards, and recommendations on any areas for improvement. Recology will have the opportunity to review the findings and recommendations before they are finalized. Supporting documents and data will be made available to the City upon request. HF&H will assist the City in developing a monitoring process and will be available to assist with monitoring Recology's progress towards making needed improvements, as described above.

Audit
Draft, final draft, and final memos addressing our findings including reasonableness and comparison to industry standards, and recommendations on any areas for improvement. Supporting documents and data will be made available to the City upon request.

Fee Estimate
The estimated fee for Task 3 is $60,000 ($50,000 for the Performance Review and $10,000 for the Audit) .

The cost range assumes:
• Coordination of Task 3 with the Task 2 Cost-Based Review work provides timing, scope, and cost efficiencies for both tasks.
• Recology cooperates with the City and HF&H during the review and audit process, including providing timely and complete responses to information requests.

Task 4. Residue Audits
Background
Achieving the organics disposal reduction goals of SB 1383 requires that organic material be properly sorted and processed into beneficial recovered product . Waste characterizations can play an important role in this process, but often cost hundreds of thousands of dollars. HF&H proposes to work with the City to create a targeted methodo logy(ies) that provides the maximum value at minimized cost.

May 20, 2022 Page 13 HF&H Consultants, LLC
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal
SB 1383 requires that jurisdictions conduct contamination monitoring (through route reviews or waste evaluations) and requires certain facilities to conduct evaluations of post-processing residue and recovery efficiency. The City's new franchise agreement delegates these responsibilities to Recology, which is now compensated for services related to contamination monitoring and compliance with facility contamination sampling as follows:
• Section 4.2.C - Recology is required to actively work with the Organic Materials Processing Facility over the term to ensure that contamination of organic materials delivered to the Processing Facility remains below the limits established by applicable law, including SB 1383. • Section 4.2.D- Recology is required to ensure that the organics processing facility and transfer facility comply with SB 1383 incompatible materials limits and sampling requirements. • Section 4.13.1- Recology is required to conduct annual SB 1383 contamination route monitoring. • Exhibit B.4, Section 7 - Recology is required to cooperate with and assist the City with waste characterization studies "at no additional compensation, provided such assistance does not interfere with Contractor's operations and is at no or de minimis cost to Contractor. Such assistance shall include allowing the City and its agents to perform generation and characterization studies at the Approved Transfer Facility at no additional compensation ... Contractor shall work with the City's agents to provide a waste characterization plan for the City's approval that details methods, proposes material types to study, dates and times of studies, and number of sites to study in each sector." Approach
HF&H will work with the City, as provided in the SOQ question responses, to conduct sorts of "Cupertino material before it gets commingled and leaves the Recology transfer station to see how much non­ compostable material is included and how that compares with the facility-level diversion rates." Targeted sorts of collected material can help the City identify the most common contaminants, determine if certain sectors or routes have chronic contamination, and determine how City and Recology outreach efforts can best be targeted, etc. HF&H also wants to ensure that sorts expand on, rather than duplicate, the services Recology is already compensated to perform, and will seek to minimize City cost by enlisting Recology assistance as required in Exhibit B-4.

HF&H staff will conduct an initial design meeting with City staff to further understand the City's priorities and determine the metrics to be measured, followed by discussion with Recology of what assistance they will provide. Example key questions that will shape project schedule and costs include:
• What information is the City looking to gain and what studies will be necessary to capture this information? Sort methodology(ies) need to align with specific goals for the sort, including the types of studies and how each is designed. While factors mentioned below, such as how the number of samples will impact costs, the study design process is in itself one of the more significant costs. For example, should certain sectors (e.g., single-family or multi-family) be the focus or should all sectors be included? Should specific routes or portions of routes be targeted to measure changes in contamination over time, based on Recology's contamination monitoring? HF&H will help the City consider the interaction between Recology's route reviews and the City's sampling process. The City may wish to verify Recology's results or to select different samples in order to get information not covered in the route audits.
• How important is statistical significance? Providing for statistically significant results requires sorting more samples at greater cost. Given the large capital investment involved, facility and collection May 20, 2022 Page 14 HF&H Consultants, LLC
City of Cupertino Technical Proposal
Solid Waste Consulting Services Proposal
program development benefit from statistically significant results. But larger margins of error are more acceptable if the goal is to measure relative amounts of different types of contamination, relative changes in contamination in specific areas of the City over-time, and to target education efforts . While more precision has its benefits, the City should weigh the extent to which increased sampling and associated cost achieves City goals.
• How many studies should be conducted and how frequently? For example, the City could conduct a full one-day study or multiple studies over an extended period of time. One study would be more operationally efficient and cost-effective, but less representative of fluctuations over time. In general, HF&H recommends use of several smaller repeats of targeted sorts that allow for assessing change over time.
• How will Recology assist? Recology is required, if requested to provide a waste characterization plan for the City's approval, and to assist with the City with waste characterization studies. HF&H will assist the City in determining whether, and in what form, to take advantage of Recology assistance during the design process. HF&H assumes Recology will cooperate with the study, as required by the franchise agreement, including providing one piece of heavy equipment and a licensed operator. • What communication and work/low processes will be needed for the project? Factors such as the number of meetings, whether meetings are virtual or in person, the number of review cycles of work products, and the number of City staff needing to review work products will impact study timing and cost.

Based on City direction regarding the above issues, HF&H will design and manage the sort(s) based on the agreed methodology(ies). HF&H will obtain and manage a qualified sort crew, as necessary, to augment HF&H staff, drawing on sources, such as the Conservation Corps and the San Jose State waste management program, supplemented by industry networks and temporary staffing firms. As HF&H's lead staff, Alison and Danielle are experienced in conducting waste characterizations and will supervise daily operations of the crew.

HF&H will document and analyze the results of the sort(s) and will compare the results to available Recology data from Recology's contamination route reviews and required State facility reporting.

Deliverables:
• Documented methodology(ies) .
• Waste characterization results, with raw data available upon request. • Brief report containing a summary of the sort methodology, characterization and contamination analysis, and summary of findings and recommendations.

Fee Estimate
Our estimated fee for Task 4 is $25,000 to $50,000, depending on the factors discussed above, including the study design and resulting number of samples, the range of types of required methodologies, and the number of sorts.

May 20, 2022 Page 15 HF&H Consultants, LLC
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POLICY NUMBER: OBF-D681476-04
emergency medical technician or paramedic
employed by you if you are not engaged in the
business or occupation of providing medical,
paramedical, surgical, dental, x-ray or nursing
services.

6. Personal Injury - Broad Form
a. SECTION II - LIABILITY, B. Exclusions, 2.

Additional Exclusions Applicable only to
"Personal and Advertising Injury", paragraph
e. is deleted.
b. SECTION II - LIABILITY, F. Liability and
Medical Expenses Definitions, 14. "Personal
and advertising injury", paragraph b. is
replaced by the following:
b. Malicious prosecution or abuse of
process.
c. The following is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions, Definition 14. "Personal and
advertising injury":
"Discrimination" (unless insurance thereof is
prohibited by law) that results in injury to the
feelings or reputation of a natural person,
but only if such "discrimination" is:
(1) Not done intentionally by or at the
direction of:
(a) The insured;
(b) Any officer of the corporation,
director, stockholder, partner or
member of the insured; and
(2) Not directly or indirectly related to an
"employee", not to the employment,
prospective employment or termination
of any person or persons by an insured.
d. For purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:

1. "Discrimination" means the unlawful
treatment of individuals based upon race,
color, ethnic origin, gender, religion, age,
or sexual preference. "Discrimination"
does not include the unlawful treatment
of individuals based upon developmental,
physical, cognitive, mental, sensory or
emotional impairment or any
combination of these.
e. This coverage does not apply if liability
coverage for "personal and advertising
injury" is excluded either by the provisions of
the Coverage Form or any endorsement
thereto .

7. Product Recall Expense
a. SECTION II - LIABILITY, B. Exclusions, 1.

Applicable To Business Liability Coverage,
!&~Hanover ~ Insurance Group -
OBF 0681476 5701751
o. Recall of Products, Work or Impaired
Property is replaced by the following:
o. Recall of Products, Work or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for
the loss of use, withdrawal, recall,
inspection, repair, replacement,
adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
If such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it, but this exclusion does
not apply to "product recall expenses"
that you incur for the "covered recall" of
"your product".

However, the exception to the exclusion
does not apply to "product recall
expenses" resulting from:
(4) Failure of any products to accomplish
their intended purpose;
(5) Breach of warranties of fitness,
quality, durability or performance;
(6) Loss of customer approval, or any
cost incurred to regain customer
approval;
(7) Redistribution or replacement of
"your product" which has been
recalled by like products or
substitutes;
(8) Caprice or whim of the insured;
(9) A condition likely to cause loss of
which any insured knew or had
reason to know at the inception of
this insurance;
(10)Asbestos, including loss, damage or
clean up resulting from asbestos or
asbestos containing materials; or
(11) Recall of "your products" that have
no known or suspected defect solely
because a known or suspected
defect in another of "your products"
has been found.
b. The following is added to SECTION II -
LIABILITY, C. Who Is An Insured, paragraph

3.b.:
"Product recall expense" arising out of any
withdrawal or recall that occurred before you
acquired or formed the organization .
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission . Page 4 of 6 POLICY NUMBER: OBF-D681476-04
(3) Any physical or chemical change in the
product made intentionally by the
vendor;
(4) Repackaging, unless unpacked solely for
the purpose of inspection,
demonstration, testing, or the
substitution of parts under instruction
from the manufacturer, and then
repackaged in the original container;
(5) Any failure to make such inspection,
adjustments, tests or servicing as the
vendor has agreed to make or normally 3.
undertakes to make in the usual course
of business in connection with the sale
of the product;
(6) Demonstration, installation, servicing or
repair operations, except such
operations performed at the vendor's
premises in connection with the sale of
the product;
(7) Products which, after distribution or sale
by you, have been labeled or relabeled
or used as a container, part or 4.
ingredient of any other thing or
substance by or for the vendor;
(8) "Bodily injury" or "property damage"
arising out of the sole negligence of the
vendor for its own acts or omissions or
those of its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(a) The exceptions contained within the
exclusion in subparagraphs (4) or (6)
above; or
(b) Such inspections, adjustments, tests
or servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products.
(9) "Bodily injury" or "property damage"
arising out of an "occurrence" that took
place before you have signed the
contract or agreement with the vendor.
(10)To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(11)Any insured person or organization,
from whom you have acquired such
products, or any ingredient, part or
container, entering into, accompanying 5.
or containing such products.
d. With respect to the insurance afforded to
these vendors, the following is added to
SECTION II - LIABILITY, D. Liability and
Medical Expense Limits of Insurance:

The most we will pay on behalf of the vendor
for a covered claim is the lesser of the
amount of insurance :

1. Required by the contract or agreement
described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

Alienated Premises
SECTION II - LIABILITY, B. Exclusions, 1.

Applicable To Business Liability Coverage k.

Damage to Property, paragraph (2) is replaced by
the following :
(2) Premises you sell, give away or abandon, if
the "property damage" arises out of any part
of those premises and occurred from hazards
that were known by you, or should have
reasonably been known by you, at the time
the property was transferred or abandoned.

Broad Form Property Damage - Borrowed
Equipment, Customers Goods, Use of Elevators
a. The following is added to SECTION II -
LIABILITY, B. Exclusions, 1. Applicable To
Business Liability Coverage, k. Damage to
Property:

Paragraph (4) does not apply to "property
damage" to borrowed equipment while at a
jobsite and not being used to perform
operations.

Paragraph (3), (4) and (6) do not apply to
"property damage" to "customers goods"
while on your premises nor to the use of
elevators.
b. For the purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:

1. "Customers goods" means property of
your customer on your premises for the
purpose of being:
a. Worked on; or
b. Used in your manufacturing process.
c. The insurance afforded under this provision is
excess over any other valid and collectible
property insurance (including deductible)
available to the insured whether primary,
excess, contingent or on any other basis.

Incidental Malpractice - Employed Nurses, EMT's
and Paramedics
SECTION II - LIABILITY, C. Who Is An Insured,
paragraph 2.a.(1)(d) does not apply to a nurse,
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices , Inc., with its permission. Page 3 of 6 POLICY NUMBER: OBF-O681476 -04
c. This provision does not apply:
(1) Unless the written contract or written
agreement was executed or permit was
issued prior to the "bodily injury",
"property damage", or "personal injury
and advertising injury".
(2) To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(3) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury", "property
damage", "personal and advertising
injury" arises out of sole negligence
of the lessor.
(4) To any:
(a) Owners or other interests from whom
land has been leased if the
"occurrence" takes place or the
offense is committed after the lease
for the land expires; or
(b) Managers or lessors of premises if:
(i) The "occurrence" takes place or
the offense is committed after
you cease to be a tenant in that
premises; or
(ii) The "bodily injury" , "property
damage", "personal injury" or
"advertising injury" arises out of
structural alterations, new
construction or demolition
operations performed by or on
behalf of the manager or lessor .
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or the failure to
render any professional services.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision ,
hiring, employment, training or
monitoring of others by that insured , if
the "occurrence" which caused the
"bodily injury" or "property damage" or
the offense which caused the "personal
and advertising injury" involved the
rendering of or failure to render any
professional services by or for you.
d. With respect to the insurance afforded to
these additional insureds, the following is
added to SECTION II - LIABILITY, D. Liability
and Medical Expense Limits of Insurance :
!&~Hanover ~ lnsurance Group ..

OBF 0681476 5701751
The most we will pay on behalf of the
additional insured for a covered claim is the
lesser of the amount of insurance :

1. Required by the contract, agreement or
permit described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations
e. All other insuring agreements, exclusions,
and conditions of the policy apply.

2. Additional Insured - Broad Form Vendors
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:

Additional Insured - Broad Form Vendors
a. Any person or organization that is a vendor
with whom you agreed in a written contract
or written agreement to include as an
additiona l insured under this Coverage Part
is an insured, but only with respect to liability
for "bodily injury" or "property damage"
arising out of "your products" which are
distributed or sold in the regular course of
the vendor's business.
b. The insurance afforded to such vendor
described above:
(1) Only applies to the extent permitted by
law;
(2) Will not be broader than the insurance
which you are required by the contract or
agreement to provide for such vendor;
(3) Will not be broader than coverage
provided to any other insured; and
(4) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto
c. With respect to insurance afforded to such
vendors , the following additional exclusions
apply:

The insurance afforded to the vendor does
not apply to:
(1) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reasons of the assumption of
liability in a contract or agreement. This
exclusion does not apply to liability for
damages that the insured would have in
the absence of the contract or
agreement;
(2) Any express warranty unauthor ized by
you;
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 POLICY NUMBER: OBF-D681476-04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM
SUMMARY OF COVERAGES Limits Page

1. Additional Insured by Contract, Agreement or Permit Included 1

2. Additional Insured - Broad Form Vendors Included 2

3. Alienated Premises Included 3

4. Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators

5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3

6. Personal and Advertising Injury - Broad Form Included 4

7. Product Recall Expense Included 4
Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5

8. Unintentional Failure to Disclose Hazards Included 6

9. Unintentional Failure to Notify Included 6
This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below.

The following changes are made to SECTION II -
LIABILITY:

1. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:

Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written
agreement or permit to add such person or
organization as an additional insured on
your policy is an additional insured only with
respect to liability for "bodily injury",
"property damage", or "personal and
advertising injury" caused, in whole or in
part, by your acts or omissions , or the acts
or omissions of those acting on your behalf,
but only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit;
(2) Premises you own, rent, lease or
occupy; or
(3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law; and
(2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
(3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit.
(4) Will not be broader than coverage
provided to any other insured.
(5) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto.
--------------------------------
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
~ 06/28/2022
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 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 ~~~1~CT Holly Alessi
Newfront Insurance Services, LLC r.~~N.t E•II: (415) 754-3635 IFAX IA/C Nol:
450 Sansome Street ~t1DA~~ss, [email protected] Suite 300 INSURERCS\ AFFORDING COVERAGE NAIC#
San Francisco CA 94111 INSURER A: Citizens Ins Co of America 31534 INSURED INSURER B: Hartford Casualty Ins Co 29424
HF&H Consultants, LLC INSURERC: Gemini Insurance Company 10833 INSURER D: Hudson Excess Insurance Co 14484
590 Ygnacio Valley Rd. Suite 105 INSURER E:

Walnut Creek CA 94596 INSURER F :

COVERAGES CERTIFICATE NUMBER: 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 ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE ,.,c:n WVD POLICY NUMBER CMM/DD/YYYY\ CMM/DD/YYYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 - □ CLAIMS-MADE [8J OCCUR DAMAGE Tu RENTED
PREMISES /Ea occurrence) $ 1,000,000
MED EXP (Any one person) $ 10,000 -
A X X OBF-D6814 76-04 09/06/2021 09/06/2022 PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~
□ PRO- □ LOG PRODUCTS - COMP/OP AGG 3,000,000 POLICY JECT $ OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ - ANY AUTO BODILY INJURY (Per person) $
f--
ALL OWNED - SCHEDULED A OBF-D681476-04 09/06/2021 09/06/2022 BODILY INJURY (Per accident) $ f-- AUTOS AUTOS
X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ f-- f-- $

X UMBRELLA LIAB
~
OCCUR EACH OCCURRENCE $ 3,000,000
f--
A EXCESS LIAB CLAIMS-MADE X X OBF-D681476-04 09/06/2021 09/06/2022 AGGREGATE $ 3,000,000 OED I I RETENTION $ $
WORKERS COMPENSATION XI ~-\%uTE I I OTH-

AND EMPLOYERS' LIABILITY ER
YIN

B ANYPROPRIETOR/PARTNER/EXECUTIVE
□ X
E.L. EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED? N/A 57WECZR5765 09/06/2021 09/06/2022 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under
E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below C Errors and Omissions VNPL008121 09/06/2021 09/06/2022 Each claim: $2,000,000
General aggregate : $2,000,000
Claims-made Deductible : $10.000
DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) (Insurer D) - Cyber Liability- CYB-3015118-00 - (03/31/2021 - 09/06/2022)- Each Claim: $1,000,000 .

The City of Cupertino, its City Council, officers, officials, employees, agents , servants and volunteers is included as an additional insured as required by a written contract with respect to General Liability . Coverage is Primary and Non-Contributory . Waiver of subrogation applies in favor of the certificate holder with respect to General Liability and Workers Compensation. Umbrella Follows Form. Notice of Cancellation form #IL 00 17 11 98 applies with respect to the General Liability policy .

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
1'? I 10300 Torre Ave
Cupertino CA 95014 ~Z,,-.,,1.--
I I
© 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD available, through the addition of both CG 20 I 0, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used.

Primary Coverage
For any claims related to this Contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor'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 IO days in advance if due to non-payment of premiums.

Waiver of Subrogation
Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
City may approve self-insured retentions and require proof of Contractor's ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M. Best's financial strength rating of "A" or better and a financial size rating of "VII" orbetter.

Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the Effective Date of the Contract.

2. Insurance must be maintained for at least five (5) years after completion of the Services.

3. 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 Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services.

Verification of Coverage
Contractor shall furnish the City with acceptable original 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 to City prior to commencing the Services. City retains the right to demand verification of compliance at any time duringthe Contract.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.

Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

Insurance Requirements for Professional/Specialized Services Version: Sept. 2019 Agreement

EXHIBITC
Insurance Requirements
Professional/Specialized Services Agreement
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL ): Insurance Services Office ("ISO") Form CG 0001 covering CGL on an "occurrence" basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement under this agreement that ariy 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 (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor'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 CG 20 10 04 13
c. 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 Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), 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. (Not required if Contractor provides written verification it has no employees).

4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable).

If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor.

OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Cupertino, its City Council, officers , officials, employees , agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 IO 11 85 or if not Insurance Requirements for Professional/Specialized Services Version: Sept. 2019 Agreement
CITY OF CUPERTINO ExhibitB

MASTER AGREEMENT CONSULTANT SERVICES
SERVICE ORDER NO.

MASTER AGREEMENT #: MA Date:

Maximum Compensation: MA End Date:

Consultant: Firm Name:

Address:

Contact: Ph:

Email Address:

Project Name:
□Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation
City Project Management
Managing Department: Public Works Project Manager:

Fiscal/Budget :

Master Agreement Maximum Compensation: -----------
Total Previously Encumbered to Date: -----------
Encumbrance this Service Order: -----------
Master Agreement Unencumbered Balance: -----------
SO Acc't #: PO#:

Project#: Date:

Approvals:

Consultant: Date:

CIP Manager: Date:
---------------
Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance: Date:
---------------Man age men t Analyst
City of Cupertino Master Agreement Service Order
POLICY NUMBER: OBF-D681476-04
c. The following is added to SECTION II -
LIABILITY, D. Liability and Medical Expenses
Limits of Insurance:

Product Recall Expense Limits of Insurance
a. The Limits of Insurance shown in the
SUMMARY OF COVERAGES of this
endorsement and the rules stated below
fix the most that we will pay under this
Product Recall Expense Coverage
regardless of the number of:
(1) Insureds;
(2) "Covered Recalls" initiated; or
(3) Number of "your products"
withdrawn.
b. The Product Recall Expense Aggregate
Limit is the most that we will reimburse
you for the sum of all "product recall
expenses" incurred for all "covered
recalls" initiated during the policy period.
c. The Product Recall Each Occurrence
Limit is the most we will pay in
connection with any one defect or
deficiency.
d. All "product recall expenses" in
connection with substantially the same
general harmful condition will be
deemed to arise out of the same defect
or deficiency and considered one
"occurrence".
e. Any amount reimbursed for "product
recall expenses" in connection with any
one "occurrence" will reduce the amount
of the Product Recall Expense Aggregate
Limit available for reimbursement of
"product recall expenses" in connection
with any other defect or deficiency.
f. If the Product Recall Expense Aggregate
Limit has been reduced by
reimbursement of "product recall
expenses" to an amount that is less than
the Product Recall Expense Each
Occurrence Limit, the remaining
Aggregate Limit is the most that will be
available for reimbursement of "product
recall expenses" in connection with any
other defect or deficiency.
g. Product Recall Deductible
We will only pay for the amount of
"product recall expenses" which are in
excess of the $500 Product Recall
Deductible. The Product Recall
Deductible applies separately to each
"covered recall". The limits of insurance
will not be reduced by the amount of this
deductible.

We may, or will if required by law , pay all
or any part of any deductible amount , if
applicable . Upon notice of our payment
of a deductible amount, you shall
promptly reimburse us for the part of the
deductible amount we paid.

The Product Recall Expense Limits of
Insurance apply separately to each
consecutive annual period and to any
remaining period of less than 12 months ,
starting with the beginning of the policy
period shown in the Declarations, unless the
policy period is extended after issuance for
an additional period of less than 12 months.

In that case, the additional period will be
deemed part of the last preceding period for
the purposes of determining the Limits of
Insurance.
d. The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expense
General Conditions, 2. Duties in the Event of
Occurrence, Offense, Claim or Suit:

You must see to it that the following are
done in the event of an actual or anticipated
"covered recall" that may result in "product
recall expense" :
(1) Give us prompt notice of any discovery
or notification that "your product" must
be withdrawn or recalled . Include a
description of "your product" and the
reason for the withdrawal or recall ;
(2) Cease any further release , shipment ,
consignment or any other method of
distribution of like or similar products
until it has been determined that all
such products are free from defects that
could be a cause of loss under this
insurance.
e. For the purposs of this endorsement, the
following definitions are added to SECTION
II - LIABILITY, F. Liability and Medical
Expenses Definitions:

1. "Covered recall" means a recall made
necessary because you or a government
body has determined that a known or
suspected defect, deficiency,
inadequacy, or dangerous condition in
"your product" has resulted or will result
in "bodily injury" or "property damage" .

2. "Product recall expense(s)" means:
a. Necessary and reasonable expenses
for:
(1) Communicat ions, including radio
or television announcements or
printed advertisements including
stationary, envelopes and
postage;
391-1006 08 16 Includes copyright ed materials of Insuran ce Services Offices , Inc., with its permission. Page 5 of 6 POLICY NUMBER: OBF-D681476-04
f.
(2) Shipping the recalled products
from any purchaser, distributor or
user to the place or places
designated by you;
(3) Remuneration paid to your
regular "employees" for
necessary overtime;
(4) Hiring additional persons, other
than your regular "employees";
(5) Expenses incurred by "employees" 8•
including transportation and
accommodations;
(6) Expenses to rent additional
warehouse or storage space;
(7) Disposal of "your product", but
only to the extent that specific
methods of destruction other than
those employed for trash
discarding or disposal are 9.
required to avoid "bodily injury"
or "property damage" as a result
of such disposal,
you incur exclusively for the purpose
of recalling "your product"; and
b. Your lost profit resulting from such
"covered recall".

This Product Recall Expense Coverage does
not apply:
!&~Hanover ~ Jnsurance Group -
OBF 0681476 5701751
(1) If the "products - completed operations
hazard" is excluded from coverage under
this Coverage Part including any
endorsement thereto; or
(2) To "product recall expense" arising out of
any of "your products" that are otherwise
excluded from coverage under this
Coverage Part including endorsements
thereto.

Unintentional Failure to Disclose Hazards
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions:

Representations
We will not disclaim coverage under this
Coverage Part if you fail to disclose all hazards
existing as of the inception date of the policy
provided such failure is not intentional.

Unintentional Failure to Notify
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions, 2. Duties in the Event of
Occurrence, Offense, Claim or Suit:

Your rights afforded under this Coverage Part
shall not be prejudiced if you fail to give us
notice of an "occurrence", offense, claim or "suit",
solely due to your reasonable and documented
belief that the "bodily injury", "property damage"
or "personal and advertising injury" is not
covered under this Policy.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 POLICY NUMBER: OBF-O681476-04

1. SECTION I - PROPERTY, if two or more of
this coverage part's coverages apply to
the same loss or damage, we will not pay
more than the actual amount of the loss or
damage.

2. SECTION II - LIABILITY, it is our stated
intent that the various Coverage Parts,
forms, endorsements or policies issued to
the named insured by us, or any company
affiliated with us, do not provide any
duplication or overlap of coverage for the
same claim, "suit", "occurrence", offense,
accident, "wrongful act" or loss. We will
not pay more than the actual amount of
the loss or damage.

If this Coverage Part and any other
Coverage Part, form, endorsement or
policy issued to the named insured by us,
or any company affiliated with us, apply to
the same claim, "suit", occurrence,
offense, accident, "wrongful act" or loss,
the maximum Limit of Insurance under all
such Coverage Parts, forms,
endorsements or policies combined shall
not exceed the highest applicable Limit of
Insurance under any one Coverage Part,
form, endorsement or policy.

This condition does not apply to any
Excess or Umbrella Policy issued by us
specifically to apply as excess insurance
over this policy.

G. Liberalization
If we adopt any revision that would broaden
the coverage under this policy without
additional premium within 45 days prior to or
during the policy period, the broadened
coverage will immediately apply to this policy.

H. Other Insurance

1. SECTION I - PROPERTY
If there is other insurance covering the
same loss or damage, we will pay only for
the amount of covered loss or damage in
excess of the amount due from that other
insurance, whether you can collect on it or
not. But, we will not pay more than the
applicable Limit of Insurance of SECTION I
- PROPERTY.

2. SECTION II - LIABILITY
If other valid and collectible insurance is
available to the insured for a loss we
cover under SECTION II - LIABILITY, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when
paragraph b. below applies. If this
insurance is primary, our obligations
are not affected unless any of the
other insurance is also primary . Then,
we will share with all that other
insurance by the method described in
paragraph c. below.
!&~Hanover ~ Insurance Group ..

OBFD681476 5701751
However, if you agree in a written
contract, written agreement, or
written permit that the insurance
provided to any person or
organization included as an
Additional Insured under this
Coverage Part is primary and
non-contributory, we will not seek
contribution from any other
insurance available to that Additional
Insured which covers the Additional
Insured as a Named Insured except:
(1) For the sole negligence of the
Additional Insured; or
(2) When the Additional Insured is
an Additional Insured under
another liability policy.
b. Excess Insurance
This insurance is excess over:
(1) Any of the other insurance,
whether primary, excess,
contingent or on any other basis:
(a) That is Fire, Extended
Coverage, Builder's Risk,
Installation Risk or similar
coverage for "your work";
(b) That is Property Insurance for
premises rented to you or
temporarily occupied by you
with permission of the owner;
(c) That is insurance purchased
by you to cover your liability
as a tenant for "property
damage" to premises rented
to you or temporarily
occupied by you with
permission of the owner; or
(d) If the loss arises out of the
maintenance or use of
aircraft, "autos" or watercraft
to the extent not subject to

SECTION II - LIABILITY,
Exclusion g. Aircraft, Auto or
Watercraft; and
(2) Any other primary insurance
available to you covering liability
for damages arising out of the
premises or operations, or the
products and completed
operations, for which you have
been added as an additional
insured by attachment of an
endorsement.

When this insurance is excess, we
will have no duty under SECTION II -
LIABILITY to defend the insured
against any "suit" if any other
insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to
do so, but we will be entitled to the
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission . Page 79 of 81 POLICY NUMBER: OBF-O681476-04
insured's rights against all those other
insurers.
c. When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in
the absence of this insurance; and
(2) The total of all deductible and
self-insured amounts under all that
other insurance.
d. We will share the remaining loss, if any,
with any other insurance that is not
described in this provision and was not
bought specifically to apply in excess of
the Limits of Insurance shown in the
Declarations for this Coverage.
e. Method of Sharing
If all of the other insurance permits
contribution by equal shares, we will
follow this method also. Under this
approach each insurer contributes equal
amounts until it has paid its applicable
Limit of Insurance or none of the loss
remains, whichever comes first.

If any of the other insurance does not
permit contribution by equal shares, we
will contribute by limits. Under this
method, each insurer's share is based on
the ratio of its applicable Limit of
Insurance to the total applicable limits of
insurance of all insurers.
f. When this insurance is excess, we will
have no duty under Business Liability
Coverage to defend any claim or "suit"
that any other insurer has a duty to
defend. If no other insurer defends, we
will undertake to do so; but we will be
entitled to the insured's rights against all
those other insurers .

I. Premiums

1. The first Named Insured shown in the
Declarations:
a. Is responsible for the payment of all
premiums; and
b. Will be the payee for any return
premiums we pay.

2. The premium shown in the Declarations was
computed based on rates in effect at the time
the policy was issued. On each renewal,
continuation or anniversary of the effective
date of this policy , we will compute the
premium in accordance with our rates and
rules then in effect.

3. With our consent, you may continue this
policy in force by paying a continuation
premium for each successive one-year
period. The premium must be:
a. Paid to us prior to the anniversary
date; and
b. Determined in accordance with
paragraph 2. above.

Our forms then in effect will apply. If you
do not pay the continuation premium, this
policy will expire on the first anniversary
date that we have not received the
premium.

4. Undeclared exposures or change in your
business operation, acquisition or use of
locations may occur during the policy
period that is not shown in the
Declarations. If so, we may require an
additional premium. That premium will be
determined in accordance with our rates
and rules then in effect.

J. Premium Audit

1. This policy is subject to audit if a premium
designated as an advance premium is
shown in the Declarations. We will
compute the final premium due when we
determine your actual exposures.

2. Premium shown in this policy as advance
premium is a deposit premium only. At the
close of each audit period, we will
compute the earned premium for that
period and send notice to the first Named
Insured. The due date for audit premiums
is the date shown as the due date on the
bill. If the sum of the advance and audit
premiums paid for the policy period is
greater than the earned premium, we will
return the excess to the first Named
Insured.

3. The first Named Insured must keep
records of the information we need for
premium computation and send us copies
at such times as we may request.

K. Transfer of Rights of Recovery Against Others
to Us

1. Applicable to SECTION I - PROPERTY
Coverage:

If any person or organization to or for
whom we make payment under this policy
has rights to recover damages from
another , those rights are transferred to us
to the extent of our payment. That person
or organization must do everything
necessary to secure our rights and must
do nothing after loss to impair them. But
you may waive your rights against another
party in writing :
391-1003 0816 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 POLICY NUMBER: OBF-0681476-04
a. Prior to a loss to your Covered
Property.
b. After a loss to your Covered Property
only if, at time of loss, that party is
one of the following :
(1) Someone insured by this
insurance;
(2) A business firm:
(a) Owned or controlled by you;
or
(b) That owns or controls you; or
(3) Your tenant.

You may also accept the usual bills of
lading or shipping receipts limiting the
liability of carriers.

This will not restrict your insurance.

2. Applicable to SECTION II - LIABILITY
Coverage:

If the insured has rights to recover all or
part of any payment we have made
under this Coverage Part, those rights
are transferred to us. The insured must
do nothing after loss to impair such
rights. At our request, the insured will
bring "suit" or transfer those rights to us
and help us enforce them.
~~Hanover ~ Insurance Group -
OBF D681476 5701751
We waive any right of recovery we may
have against any person or
organization with whom you have a
written contract, permit or agreement
to waive any rights of recovery against
such person or organization 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 condition does not apply to
Medical Expenses Coverage.

L. Transfer of Your Rights and Duties Under
This Policy
Your rights and duties under this policy
may not be transferred without our written
consent except in the case of death of an
individual Named Insured. If you die, your
rights and duties will be transferred to your
legal representative but only while that
legal representative is acting within the
scope of their duties as your legal
representative. Until your legal
representative is appointed, anyone with
proper temporary custody of your property
will have your rights and duties but only
with respect to that property.
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57 WEC ZR5765 Endorsement Number:

Effective Date: 09/06/21 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: HF&H CONSULTANTS LLC
201 N CIVIC DR STE 230
WALNUT CREEK CA 94596
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 2 % of the California workers' compensation premium otherwise due on such remuneration .

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
Countersigned by
...;_===========;;- A-u;-;:tn==o::::;nz:::::e::::;;:::;;;;::;:ep:;::r;;;;e;::;:se===n=;:ta:::;t;;::1v;::=e=----- Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 07/28/21 Policy Expiration Date: 09/06/22 POLICY NUMBER: OBF-D681476-04

COMMON POLICY CONDITIONS
All Coverage Parts included in this policy are subject to the following conditions.

A. Cancellation

1. The first Named Insured shown in the
Declarations may cancel this policy by
mailing or delivering to us advance written
notice of cancellation.

2. We may cancel this policy by mailing or
delivering to the first Named Insured written
notice of cancellation at least:
a. 10 days before the effective date of
cancellation if we cancel for nonpayment
of premium; or
b. 30 days before the effective date of
cancellation if we cancel for any other
reason.

3. We will mail or deliver our notice to the first
Named lnsured's last mailing address known
to us.

4. Notice of cancellation will state the effective
date of cancellation . The policy period will
end on that date.

5. If this policy is cancelled, we will send the
first Named Insured any premium refund
due. If we cancel , the refund will be pro rata.

If the first Named Insured cancels , the refund
may be less than pro rata. The cancellation
will be effective even if we have not made or
offered a refund .

6. If notice is mailed, proof of mailing will be
sufficient proof of notice.

B. Changes
This policy contains all the agreements between
you and us concerning the insurance afforded .

The first Named Insured shown in the
Declarations is authorized to make changes in
the terms of this policy with our consent. This
policy's terms can be amended or waived only
by endorsement issued by us and made a part
of this policy.

C. Examination Of Your Books And Records
We may examine and audit your books and
records as they relate to this policy at any time
during the policy period and up to three years
afterward .

D. Inspections And Surveys

1. We have the right to:
a. Make inspections and surveys at any
time;
b. Give you reports on the conditions we
find; and
c. Recommend changes .

2. We are not obligated to make any
inspections, surveys , reports or
recommendations and any such actions we
do undertake relate only to insurability and
the premiums to be charged. We do not
make safety inspections. We do not
undertake to perform the duty of any person
or organization to provide for the health or
safety of workers or the public . And we do
not warrant that conditions:
a. Are safe or healthful ; or
b. Comply with laws, regulations , codes or
standards .

3. Paragraphs 1. and 2. of this condition apply
not only to us, but also to any rating,
advisory, rate service or similar organization
which makes insurance inspections, surveys,
reports or recommendations .

4. Paragraph 2. of this condition does not apply
to any inspections, surveys, reports or
recommendations we may make relative to
certification, under state or municipal
statutes, ordinances or regulations , of
boilers, pressure vessels or elevators.

E. Premiums
The first Named Insured shown in the
Declarations:

1. Is responsible for the payment of all
premiums ; and

2. Will be the payee for any return premiums
we pay.

F. Transfer Of Your Rights And Duties Under This
Policy
Your rights and duties under this policy may not
be transferred without our written consent
except in the case of death of an individual
named insured .

If you die, your rights and duties will be
transferred to your legal representative but only
while acting within the scope of duties as your
legal representative . Until your legal
representative is appointed, anyone having
proper temporary custody of your property will
have your rights and duties but only with
respect to that property .

IL 00 1711 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1