Cupertino City Council
May 21, 2024

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COMMERCIAL AUTO
K. AIRBAGS (2) Any:

The following is added to Paragraph 8.3., Exclu- (a) Overdue lease or loan payments at the sions, of SECTION Ill - PHYSICAL DAMAGE time of the "loss"; COVERAGE: (b) Financial penalties imposed under a
Exclusion 3.a. does not apply to "loss" to one or lease for excessive use, abnonnal wear more airbags in a covered "auto" you own that In- and tear or high mileage; flate due to a cause other than a cause of "loss"
set forth In Paragraphs A.1.b. and A.1.c., but (c) Security deposits not returned by the lesonly: so~ a. If that "auto" is a covered "auto" for Compre- (d) Costs for extended warranties, Credit Life --henslve-eover-a@e tJnflef-thls-11olley-;--- _________ :ln_s_urJin_CJl,__J-i_e_altb, AcJ::lcle_aLOLO.is.abilUy~ b. The airbags are not covered under any war- Insurance purchased with the loan or ranty; and lease; and
c. The airbags were not Intentionally inflated. (e) Carry-over balances from previous loans or leases.

We will pay up to a maximum of $1,000 for any one "loss". M. BLANKET WAIVER OF SUBROGATION L. AUTO LOAN LEASE GAP The following replaces Paragraph A.5., Transfer The following Is added to Paragraph A.4., Cover- Of Rights Of Recovery Against Others To Us, age Extensions, of SECTION 111 _ PHYSICAL of SECTION IV - BUSINESS AUTO CONDIDAMAGE COVERAGE: TIONS:

Auto Loan Lease Gap coverage for Private 5. Transfer Of Rights Of Recovery Against Passenger Type Vehicles Others To Us
In the event of a total "loss" to a covered "auto" of We waive any right of recovery we may have the private passenger type shown In the Schedule against any person or organization to the exor Declarations for which Physlcal Damage Cov- tent required of you by a written contract exe· erage is provide<!, we will pay any unpaid amount cuted prior to any "accident" or "loss", produe on the lease or loan tor such covered "auto" vlded that the "accident" or "loss" arises out of less the following: the operations contemplated by such con- (1) The amount paid under the Physical Damage tract. The waiver applies only to the person or Coverage Section of the policy for that "auto•; organization designated In such contract . . and
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COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLIC Y. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - OWN ERS, LESSEES

OR CONTRACTORS
This endorsement modifies insu rance provided under the following:

COMMERGI.AL GFNERAL LIABILITY COVERAGE PART
PROVISIONS:

1. WHO IS AN INSURED (SECTION II) is amended
to include as an insured any person or organization (called hereafter "additional i nsured") whom you have agreed in a written contract, executed
prior to loss. to name as additional insured, but
only wlth respect to liability arising out of "your
work" or your ongoing operations for that additional insured performed by you or for you.

2. With respect to the Insurance afforded to Additional Insureds the following conditions apply:
a. Limits of Insurance - The following limits of
llablllty apply:

1. The limits which you agreed to provide;
or
· - 2. The limits shown on the declarations,
whichever Is less.
b. This Insurance Is excess over any valld and
collectible Insurance unless you have agreed
in a written contract for this Insurance to
apply on a primary or contributory basis.

3. This insurance does not apply:
a. on any basis to any person or organization
for whom you have purchased an Owners
and Contractors Protective policy.
b. to "bodily Injury,'' "property damage ," "personal Injury,'' or "advertising Injury" arising out of the rendering of or the failure to render
any professional services by or for you, Including:

1. The preparing, approving or falling to
prepare or approve maps, drawings,
opinions, reports, surveys, change orders, designs or specifications; and

2. Supervisory, inspection or engineering
services.

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COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE- This endorsement broadens coverage. The following listing Is a ger:ier a I cov-e mg e-d escri pt ion-onJy.-Lim ita tinns__ao d_excl usLon_s_rna y_JJ. pply_to__tbfrs~e_co~r:ag_e_:i._flirnd_al I the PR 0- V IS IONS of this endorsement carefully to determine rights, duties, and what is and is not covered.

A. Broadened Named Insured

8. Damage To Premises Rented To You Extension
• Perils of Fire, explosion, lightning, smoke, water
• Limit increased to $300,000
c. Blanket Waiver of Subrogation
D. Blanket Additional Insured- Managers or
Lessors of Premises
E. Blanket Additional Insured - Lessor of
leased Equipment
F. Incidental Medical Malpractice
G. Personal Injury - Assumed by Contract
H. Extension of Coverage - Bodily Injury

PROVISIONS
A. BROADENED NAMED INSURED

1. The Named Insured In Item 1. of the Declarations is as follows:

The person or organization named in Item 1.
of the Declarations and any organization,
other than a partnership or joint venture, over
which you maintain ownership or majority interest on the effective date of the policy.

However, coverage for any such organization
will cease as of the date during the policy period that you no longer maintain ownership of, or majority interest in , such organization.

2. WHO IS AN INSURED (Section IQ llem 4.a .
is deleted and replaced by the following :
a. coverage under this provision Is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever Is earlier, unless
reported in writing to us within 180 days.

3. This Provision A. does not apply lo any person or organization for which coverage is excluded by endorsement.

I. Injury to Co-Employees and Co-Volunteer
Workers
J. Aircraft Chartered with Crew
K. Non-Owned Watercraft - Increased
from 25 feet to 50 feel
L. Increased Supplementary Payments
• Cost for bail bonds increased to $2,500
• Loss of earnings increased to $500 per day
M. Knowledge and Notice of Occurrence
or Offense
N. Unintentional Omission

0. Reasonable Force - Bodily Injury or
Property Damage
B. DAMAGE TO PREMISES RENTED TO YOU

EXTENSION

1. The last paragraph of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I - Coverages) Is deleted and replaced by the following:

Exclusions c. through n. do not apply to damage lo premises while rented to you, or temporarily occupied by you with permission of the owner, caused by:
a. Fire;
b. Explosion;
c. Lightning;
d. Smoke resulting from such fire, explosion,
or lightning; or
e. Waler.

A separate llm ll of insurance applies to this
coverage as described in LIMITS OF INSURANCE (Section II~ .

2. This Insurance does not apply to damage to
premises while rented to you, or temporarily
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COMMERCIAL GENERAL LIABILITY
occupied by you with permission of the
owner, caused by:
a. Rupture, bursting, or operation of pressure relief devices:
b. Rupture or bursting due to expansion or
swelling of the contents of any building or
structure, caused by or resulting from water;
c. Explosion of steam boilers, steam pipes,
steam engines, or steam turbines.

3. Part 6. of LIMITS OF INSURANCE (Section
II~ is deleted and replaced by the following:

Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under COVERAGE A. for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, explosion, lightning, smoke
resulting from such fire, explosion, or lightning, or water. The Damage To Premises Rented To You Limit will apply to all damage
proximately caused by the same "occurrence", whether such damage results from fire, explosion, lightning, smoke resulting from
such fire, explosion, or lightning, or water, or
any combination of any of these.

The Damage To Premises Rented To You
Limit will be the higher of:
a. $300,000; or
b. The amount shown on the Declarations
for Damage To Premises Rented To You
Limit.

4. Under DEFINITIONS (Section V), Paragraph
a. of the definition of "insured contract" is
amended so that it does not include that portion of the contract for a lease of premises that indemnifies any person or organizatlo n
for damage to premises while rented to you,
or temporarily occupied by you with permission of the owner, caused by:
a. Fire;
b. Explosion;
c. Lightning;
d. Smoke resu lting from such fire, explosion,
or lightning; or
e. Water.

5. This Provision B. does not apply if coverage
for Damage To Premises Rented To You of

COVERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIABILITY (Section I -
Coverages) is excluded by endorsement.

C. BLANKET WAIVER OFSUBROGATION
We waive any right of recovery we may have
against any person or organization because of
payments we make for injury or damage arising
out of premises owned or occupied by or rented
or loaned to you; ongoing operations performed
by you or on your behalf, done under a contract
with that person or organization; "your work"; or
"your products". We waive \his right where you
have agreed to do so as part of a written contract,
executed by you prior to loss.

D. BLANKET ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES WHO IS AN INSURED (Section 10 is amended to
include as an insured any person or organization
(referred to below as "additional insured") with
whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, but only with respect to liability arising out or the ownership, maintenance or use of that part
of any premises leased to you, subject to the following provisions:

1. Limits of Insurance. The limits of insurance
afforded to the additional Insured shall be the
limits which you agreed to provide, or the limits shown on the Declarations, whichever is less.

2. The Insurance afforded to the additional Insured does not apply to:
a. Any "occurrence" that takes place after
you cease to be a tenant in that premises;
b. Any premises for which coverage Is excluded by endorsement; or c. Structural alterations, new construction or
demolition operations performed by or on
behalf of such additional insured.

3. The insurance afforded to the additional insured Is excess over any valid and collectible insurance available to such additional insured, unless you have agreed In a written conlract for this insurance to apply on a primary or contributory basis.

E. BLANKET ADDITIONAL INSURED - LESSOR

OF LEASED EQUIPMENT
WHO IS AN INSURED (Section IQ is amended to
include as an insured any person or organization
(referred to below as "additional insured") with
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COMMERCIAL GENERAL LIABILITY
whom you have agreed in a written contract, exe- for which no remuneration is demanded cuted prior lo loss, to name as an additional in- or received . sured, but only with respect to their liability arising 3. Paragraph 2.a.(1 )(d) of WHO IS AN INout of the maintenance, operation or use by you SURED (Section IQ does not apply to any of equipment leased to you by such additional in- registered nurse, licensed practical nurse, sured, subject to the following provisions: emergency medical technician or paramedic

1. Limits of Insurance. The limits of insurance employed by you, but only while performing afforded to the additional insured shall be the the services described In paragraph 2. above limits which you agreed to provide, or the lim- and while acting within the scope of their emIts shown on the Declarations, whichever is ployment by you. Any "employees" rendering less. -----------~ ·sood-Sarnarit-an services'' wlll- be- de·emed- t·o2. The insurance afforded to the additional in- be acting within the scope of their employsured does not apply to: rnent by you. a. Any "occurrence" that takes place after 4. The following exclusion is added to paragraph

2. Exclusions of COVERAGE A. - BODILY
the equipment lease expires; or INJURY AND PROPERTY DAMAGE LIABILb. "Bodily injury" or "property damage" aris- ITY (Section 1- Coverages):
ing out of the sole negligence of such ad- (This insurance does not apply to:) Liability ditional insured . arising out of the willful violation of a penal J. The Insurance afforded lo the additional in- statute or ordinance relating to the sale of sured is excess over any valid and collectible pharmaceuticals by or with the knowledge or insurance available to such additional in- consent of the Insured. sured , unless you have agreed in a written 5. For the purposes of determining the applicacontract for this Insurance to apply on a pri- ble limits of insurance, any act or omission, mary or contributory basis. together with all related acts or omissions In F. INCIDENTAL MEDICAL MALPRACTICE the furnishing or the services described in

1. The definition of "bodily injury" in DEFINI- paragraph 2. above to any one person, will be TIONS (Section V) is amended to include "In- considered one ''occurrence". cidental Medical Malpractice Injury". 6. This Provision F. does not apply if you are in

2. The following definition is added to DEFINI- the business or occupation of providing any of TIONS (Section V): the services described in paragraph 2. above. "Incidental medical malpractice Injury" means 7. The Insurance provided by this Provision F. bodily injury, mental anguish, sickness or dis- shall be excess over any other valid and colease sustained by a person , including death lectible insurance available to the insured, resulting from any of these at any lime, aris- whether primary, excess, contingent or on ing out of the rendering of, or failure to ren- any other basis, excepl for Insurance purder, the following services: chased specifically by you to be excess of this policy.
a. Medical , surgical , dental, laboratory, x-ray G, PERSONAL INJURY _ ASSUMED BY CONor nursing service or treatment, advice or instruction. or the related furnishing of TRACT
food or beverages; 1. The Contractual Liability Exclusion in Part

2., Exclusions of COVERAGE B. PERb. The furnishing or dispensing or drugs or SONAL AND ADVERTISING INJURY LIABILmedical, dental, or surgical supplies or appliances: or ITY (Section I - Coverages) is deleted and replaced by the following:
c. First aid. (This insurance does not apply to :)
d. "Good Samaritan services". As used in Contractual Liability this Provision F., "Good Samaritan services" are those medical services ren- "Advertising injury" for which the insured has dered or provided in an emergency and assumed liability in a contract or agreement.

This exclusion does not apply to liability for
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COMMERCIAL GENERAL LIABILITY
damages that the insured would have in the
absence of the contract or agreement.

2. Subparagraph f, of the definition of "insured
contract" (DEFINITIONS - Section V) is deleted and replaced by the following:
f. That part of any other contract or agreement periaining lo your business (including an indemnification of a municipality in connection with work performed for a
municipality) under which you assume the
tort liability of another par1y to pay for
"bodily injury," "property darn age" or "personal injury" lo a third party or organization . Ton liability means a liability that would be Imposed by law in the absence
of any contract or agreement.

3. Tllis Provision G. does not apply if COVERAGE 8. PERSONAL AND ADVERTISING INJURY LIABILITY is excluded by endorsement .

H. EXTENSION OF COVERAGE - BODILY INJURY
The definition of "bodily injury" (DEFINITIONS -
Section V) is deleted and replaced by the following:
"Bodily injury" means bodily injury, mental anguish, mental injury, shock , fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time .

I. INJURY TO CO-EMPLOYEES AND COVOLUNTEER WORKERS

1. Your "employees" are insureds with respect
to "bodily injury" to a co-"employee" in the
course of lhe co-"employee's" employment by
you, or to your "volunteer workers" while performing duties related to the conduct of your business, provided that th is coverage for your
"employees" does not apply to acts outside
the scope of their employment by you or while
performing duties unrelated to the conduct of
your business .

2. Your ''volunteer workers" are insureds with
respect to "bodily Injury" to a co-"volunteer
worker" while performing duties related to the
conduct of your business, or to your "employees" In the course or the "employee's" employment by you, provided that this coverage for your "volunteer workers" does not apply
while performing duties unrelated to the conduct of your business.

3. Subparagraphs 2.a.(1 )(a), (b) and (c) and

3.a. of WHO IS AN INSURED (Section II) do
not apply to "bodily injury" for which Insurance
is provided by paragraph 1. or 2. above.

J. AIRCRAFT CHARTERED WITH CREW

1. The following Is added to the exceptions con -
tained in the Aircraft, Auto Or Watercraft
Exclusion in Part 2., Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section 1- Coverages):
(This exclusion does not apply to:) Aircraft
chartered with crew to any insured .

2. This Provision J. does not apply If the chartered aircraft is owned by any Insured.

3. The insurance provided by this Provision J.
shall be excess over any other valid and collectible Insurance available to the Insured, whether primary, excess, contingent or on
any other basis, except for insurance purchased specifically by you to be excess or this policy.

K. NON-OWNED WATERCRAFT

1. The exception contained In Subparagraph (2)
of the Aircraft, Auto Or Watercraft Exclusion in Part 2., Exclusions of COVERAGE A.

BODILY INJURY AND PROPERTY DAMAGE
LIABILITY (Section I - Coverages) Is deleted
and replaced by the following:
(2) A watercraft you do not own that Is:
(a) Fifty feet long or less; and
(b) Not being used to carry persons or
property for a charge;

2. This Provision K. applies to any person who,
with your expressed or implied consent, either
uses or is responsible for the use of a watercraft.

3. The Insurance provided by this Provision K.
shall be excess over any other valid and collectible Insurance available to the insured, whether primary, excess, contingent or on
any other basis, except for Insurance purchased specifically by you to be excess or this policy.

L. INCREASED SUPPLEMENTARY PAYMENTS
Parts b. and d. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B (Section I - Coverages) are amended as follows:

1. In Part b. the amount we will pay for the cost
of bail bonds Is increased to $2500 .

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2. In Part d. the amount we will pay for loss of
earnings is increased to $500 a day.

M. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE

1. The following is added to COMMERCIAL
GENERAL LIABILITY CONDITIONS (Section
IV), paragraph 2. (Duties In The Event of Occurrence, Offense, Claim or Suit):

Notice of an "occurrence" or of an offense
wt:ilch may rnsull in a claim under this Insurance shall be given as soon as practicable after knowledge of the "occurrence'' or offense has been reported to any insured listed under
Paragraph 1. of Section II - Who Is An Insured or an "employee" (such as an Insurance, loss control or risk manager or administrator) designated by you to give such notice.

Knowledge by other "employee(s)" of an "occurrence" or of an offense does not imply that you also have such knowledge .

2. Notice shall be deemed prompt If given In
good faith as soon as practicable to your
workers' compensation insurer. This applies
only if you subsequently give notice to us as
soon as practicable after any insured listed
under Paragraph 1. of Section II - Who Is An
Insured or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you lo give such notice discovers that the "occurrence", offense or
claim may involve this policy.

3. However, this Provision M. does not apply as
respects the specific number of days within

COMMERCIAL GENERAL LIABILITY
which you are required to notify us in writing
of the abrupt commencement of a discharge,
release or escape of "pollutants" which
causes "bodily injury" or "property damage"
which may otherwise be covered under this
policy.

N. UNINTENTIONAL OMISSION
The following is added to COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), paragraph 6. (Representations):

The unintentional omission of, or unintentional
error In. any information provided by you shall not
prejudice your rights under this insurance. However, this Provision N. does not affect our right to collect additional premium or to exercise our right
of cancellation or nonrenewal in accordance with
applicable state insurance laws, codes or regulations.

0. REASONABLE FORCE - BODILY INJURY OR

PROPERTY DAMAGE
The Expected Or Intended Injury Exclusion in
Part 2., Exclusions of COVERAGE A. BODILY

INJURY AND PROPERTY DAMAGE LIABILITY
(Section I - Coverages) is deleted and replaced
by the followlng:
(This Insurance does not apply to:)
Expected or Intended Injury or Damage
"Bodily Injury" or "property damage" expected or
intended from the standpoint of the insured. This
exclusion does not apply to "bodily Injury" or
"property damage" resulting from the use of reasonable force to protect persons or property.

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COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

OTHER INSURANCE - ADDITIONAL INSUREDS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PROVISIONS

COMMERCIAL GENERAL LIABILITY CONDITIONS
(Section IV), Paragraph 4. (Other Insurance), Is
amended as follows:

1. The following is added to Paragraph a. Primary
Insurance:

However, if you specifically agree in a written con·
tract or written agreement that the Insurance provided to an additional i nsured under this Coverage Part must apply Ofl a primary basis, or
a primary and non-contributory basis, this Insur-
. ance is primary to otner insurance that is available to such additional insured which covers such additional Insured as a named Insured, and we
will not share with that other insurance, provided
that:
a. The "bodily Injury" or "pr operty damage" for
which coverage is sought occurs: and
b. The "personal injury" or "advertising injury" for
which coverage is sought arises out of an offense committed subsequent to the signing and execution of that
contract or agreement by you.

2. The first Subparagraph (2) of Paragraph b. Excess Insurance regarding any other primary Insurance available to you is deleted.

3. The following is added to Paragraph b. Excess
Insurance, as an additional subparagraph under
Subparagraph (1 ):

Thal is available to the insured when the Insured
is added as an additional Insured under any other
policy, Including any umbrella or excess policy.

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

A. CANCELLATION C. EXAMINATION OF YOUR BOOKS AND

1. The first Named Insured shown in the Decla- RECORDS
rations may cancel this policy by mailing or We may examine and audit your books and redelivering to us advance written notice of cords as they relate to this policy at any time durcancellation. ------~ i 9,--1ruLpoJicy_period and up_lo_ t!J ree y_eats_aflaf::__

2. We may cancel this policy or any Coverage ward.

Part by mailing or delivering to the first D. INSPECTIONS AND SURVEYS Named Insured written notice of cancellation 1. we have the right to:
at least:
a. Make inspections and surveys at any
a. 10 days before the effective date of can- time;
cellation if we cancel for nonpayment of
premium; or b. Give you reports on the conditions we
find; and
b. 30 days before the effective date of cancellation if we cancel for any other rea- c. Recommend changes. son. 2. We are not obligated to make any inspec3. We will mail or deliver our notice to the first tions, surveys. reports or recommendations Named lnsured's last mailing address known and any such actions we do undertake relate to us. only to lnsurability and the premiums to be
charged . We do not make safety inspections. 4. Notice of cancellation will state the effective we do not undertake to perform the duty of date of cancellation. If the policy is cancelled, any person or organization to provide for the that date will become the end of the policy health or safety of workers or the public. And period. If a Coverage Part is cancelled, that we do not warrant that conditions:
date will become the end of the policy period
as respects that Coverage Part only. a. Are safe or healthful; or

5. If this policy or any coverage Part is can- b. Comply with laws, regulations, codes or celled, we will send the first Named Insured standards. any premium refund due. If we cancel, the re- 3. Paragraphs 1. and 2. of this condition apply fund will be pro rata . If the first Named In- not only to us, but also to any rating, advlsured cancels, the refund may be less than sory, rate service or similar organization pro rata. The cancellation will be effective which makes insurance inspections, surveys, even If we have not made or offered a re- reports or recommendations. fund. 4. Paragraph 2. of this condition does not apply

6. If notice is mailed, proof of mailing will be to any inspections, surveys, reports or recsufficient proof of notice. ommendations we may make relative to certlB. CHANGES fication, under state or municipal statutes, ordinances or regulations. of boilers, pressure This policy contains all the agreements between vessels or elevators. you and us concerning the insurance afforded.

The first Named Insured shown in the Declara- E. PREMIUMS lions is authorized to make changes in the terms 1. The first Named Insured shown in the Declaof this policy with our consent. This policy's terms rations:
can be amended or waived only by endorsement a. Is responsible for the payment of all preissued by us as part of this policy. miums: and b. Will be the payee for any return premiums we pay.

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2. We compute all premiums for this policy in
accordance with our rules, rates, rating plans,
premiums and minimum premiums. The premium shown in the Declarations was computed based on rates and rules 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.

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.

G. BUSINESSOWNERS COVERAGE PART
REFERENCES TO FORMS AND ENDORSEMENTS
In some instances, the Common Policy Declarations may list endorsements included in the Businessowners Coverage Part that reference:

1. The Commercial Property Coverage Part:

2. The Commercial General Liability or Liquor
Liability Coverage Part; or

3. Standard Property forms including, but not
limited to, the following:
a. Building and Personal Property Coverage
Form;
b. Business Income Coverage Form;
c. Commercial Property Conditions;
d. Condominium Association Coverage
Form:
e. Condominium Commercial Unit-Owners
Coverage Form;
f. Causes of Loss Basic Form;
g. Causes of Loss Special Form; and
h. Causes of Loss Earthquake Form.

Endorsements referencing the Commercial
Property Coverage Part or the Standard
Property Forms referenced above apply to
the Businessowners Property Coverage Special Form in the same manner as they apply to the forms they reference.

Endorsements referencing the Commercial
General Liability Coverage Part apply to the
Commercial General Liability Coverage Form
(included In the Businessowners Coverage
Part) In the same manner as they apply to the
form they reference.

H. INSURANCE UNDER lWO OR MORE COVERAGE PARTS
If two or more of this policy's Coverage Parts apply to the same loss or damage , we will not pay more than the actual amount of the loss or damage.

This policy consists of the Common Policy Declarations and the Coverage Parts and endorsements listed in that declarations form .

In return for payment of the premium, we agree with the Named Insured to provide the insurance afforded by a Coverage Part forming part of this policy. That insurance will be provided by the company indicated as insuring company in the Common Policy Declarations by the abbreviation of its name opposite that Coverage Part.

One of the companies listed below (each a stock company) has executed this policy, and this po licy is countersigned by the officers listed below:

The Travelers Indemnity Company (IND)
The Phoenix Insurance Company (PHX)
The Charter Oak Fire Insurance Company (COF)
Travelers Property Casualty Company of America (TIL)
The Travelers Indemnity Company of Connecticut (TCT)
The Travelers Indemnity Company of America (TIA)
Travelers Casualty Insurance Company of America (ACJ)
tJ~f.~
Secretary President

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·--
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012026

UMBRELLA
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS LIABILITY (UMBRELLA) INSURANCE
The following is added to Paragraph i, .. OUR RIGHT a. "Bodily injury" or "property damage" caused by an TO RECOVER FROM 0TH ERS., of SECT_IO_ N_I_V_-____ "_oc_c_u_r_re_n_c_e_" _th_a_t _ta_k_e_s~ la_c_e~; _o_r ______ _ CONDITIONS.: b. "Personal injury" or "advertising injury" caused by If the insured has agreed in a contract or agreement an "offense" that is committed; ~oer~~~v~rt~~~~~~~tf!~ ~i2h~a~::~~~v~~~t:~a/~~~v:~ ~:it~quent to the execution of the contract or agree· against such person or organization. but only for
payments we make because of:

UM 04 88 07 08 (!;) 2008 The Travelers Companies , Inc. Page 1 of 1 Includes the copyrighted material of Insurance Servlc es Office. Inc. with its permission. 267
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT· CALIFORNIA
Policy Number: 02 WEC CR2756 Endorsement Number:

Effective Date: 09/01 /18 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: CHANDLER ASSET MANAGEMENT, INC 6225 LUSK BLVD
SAN DIEGO CA 92121
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 from whom you are required by written contr act or agreement to obtain this waiver of rights from us
Countersigned by --------------c--,---,--------,-,:,------- Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 08/06/18 Policy Expiration Date: 09/01 /19 268
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number: 02 WEC CR2756 Endorsement Number:

Effective Date: 09/01 /18 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: CHANDLER ASSET MANAGEMENT, INC 6225 LUSK BLVD
SAN DIEGO CA 92121
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 shall not operate directly or indirectly to benefit anyone not named in the Schedule.

SCHEDULE
Any person or organization from whom you are required by contract or agreement to obtain this waiver from us .

Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Form WC 00 03 13 Printed in U.S.A.

Process Date: 08/06/18
Countersigned by ------------,----,---,-=-----c--- Authorized Representative Policy Expiration Date: 09/01 /19
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V.

CALIFORNIA CANCELLATION ENDORSEMENT
Policy Number: 02 WEC CR2756 Endorsement Number:

Effective Date: 09/01/18 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: CHANDLER ASSET MANAGEMENT, INC 6225 LUSK BLVD
SAN DIEGO CA 92121
This endorsement applies only to the insurance
provided by the policy because California is shown in
Item 3.A. of the Information Page.

The cancellation condition in Part Six (Conditions) of
the policy is replaced by these conditions:

Cancellation

1. You may cancel this policy . You must mail or
deliver advance written notice to us stating when
the cancellation is to take effect.

2. We may cancel this policy for one or more of the
following reasons :
a. Non-payment of premium ;
b. Failure to report payroll;
c. Failure to permit us to audit payrol l as required
by the terms of this policy or of a previous
policy issued by us;
d. Failure to pay any additional premium
resulting from an audit of payroll required by
the terms of this policy or any previous policy
issued by us;
e. Material misrepresentation made by you or
your agent;
f. Failure to cooperate with us in the
investigation of a claim;
g. Failure to comply with Federal or State safety
orders;
h. Failure to comply with written
recommendations of our designated loss
control representatives;
i. The occurrence of a material change in the
ownership of your business;
j. The occurrence of any change in your
business or operations that materially
increases the hazard for frequency or severity
of loss;
k. The occurrence of any change in your
business or operation that requires additional
or different classification for premium
calculation ;
I. The occurrence of any change in your
business or operation which contemplates an
activity excluded by our reinsurance treaties.

3. If we cancel your policy for any of the reasons
listed in (a) through (f), we will give you 10 days
advance written notice, stating when the
cancellation is to take effect. Mailing that notice to
you at your mailing address shown in Item 1 of the
Information Page will be sufficient to prove notice.

If we cancel your policy for any of the reasons
listed in Item (g) through (I), we will give you 30
days advance written notice; however, we agree
that in the event of cancellation and reissuance of
a policy effective upon a material change in
ownership or operations, notice will not be
provided.

4. The policy period will end on the day and hour
stated in the cancellation notice .

Countersigned by: -------------- --- --
Form WC 04 06 01 A Printed in U.S.A.

Process Date: 08/06/1 B
Authorized Representative
Policy Expiration Date: 09/01 /19
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CALIFORNIA MANDATORY ENDORSEMENT
This endorsement modifies insurance provided under the following:

COMMERCIAL EXCESS LIABILITY (UMBRELLA) INSURANCE

PROVISIONS

1. The following replaces Paragraph 3. b. of SECTION IV - CONDITIONS. b. We may cancel this insurance as follows:

INSURANCE IN EFFECT FOR 60 DAYS OR
LESS
If this insurance has been in effect · for 60
days or less, and is not a renewal of a policy
we have previously issued. we may cancel
this insurance by mailing or delivering to the
first Named Insured. at the mailing address
shown in the policy. and to the producer of
record, advance written notice of cancellation.
stating the reason for cancellation, at least:
(1) 10 days before the effective date of cancellation if we cancel for:
(a) Nonpayment of premium; or
(b) Discovery ·of fraud or material misrepresentation by:
(I) Any insured or his or her representative in obtaining this insurance; or (ii) You or your representative in
pursuing a claim under this policy.
(2) 30 days before the effective date of cancellation if we cancel for any other reason.

INSURANCE IN EFFECT FOR MORE THAN
60 DAYS
(1) If this insurance has been in effect for
more than 60 days or is a renewal, we
may cancel this insurance only upon the
occurrence, after the effective date of the
insurance, of one or more of the following:
(a) Nonpayment of premium, including
payment due on prior insurance we
issued and due during the current insurance term covering the same risks.
(b) Discovery of fraud or material misrepresentation by:
- (i)- A11y- rn-su,e1:lor1Tis- or- her representative in obtaining this insurance; or (Ii) You or your representative in
pursuing a claim under this insurance.
(c) A judgment by a court or an administrative tribuna I that you have violated a California or Federal law, having as
one of its necessary elements an act
which materially increases any of the
risks insured against.
(d) Discovery of willful or grossly negligent acts or omissions, or of any violations of stale laws or regulations establishing safety standards. by you or your representative, which materially
increase any of the risks insured
against.
(e) Failure by you or your representative
to implement reasonable loss control
requirements, agreed to by you as a
condition of insurance issuance, or
which were conditions precedent to
our use of a particular rate or rating
plan, if that failure materially increases any of the risks insured against.
(f) A determination by the Commissioner
of Insurance that the:
(I) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial
integrity or solvency: or
(Ii) Continuation of the insurance
would place us in violation of
California law or the laws of the
state where we are domiciled, or
threaten out solvency.
(g) A change by you or your representative in the activities or property of the commercial or industrial enterprise,
UM 01 09 02 12 Copyright 2012. The Travelers Indemnity Company. All Rights Reserved. Page 1 of 2 271
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... == == "'-
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012038
which results in a materially added,
increased or changed risk, unless the
added, increased or changed risk is
included in the insurance.
(h) A material change in limits. type or
scope of coverage, or exclusions in
one or more of the underlying policies,
(i) Cancellation or nonrenewal of one or
more of the underlying policies where
such policies are not replaced without
lapse.
(j) A reduction in financial rating or
grade of one or more insurers, insuring one or more underlying policies based on an evaluation obtained from
a recognized financial rating organization.
(2) If this insurance has been in effect for
more than 60 days or is a renewal, we will
mail or deliver advance notice of cancellation, stating the reason for cancellation. to the first named insured, at the mailing
address shown in the policy, and to the
producer of record, at least:
(a) 1 o days before the effective date of
cancellation if we cancel for a reason
listed in Paragraph (1) (a) or (b)
above; or
(b) 30 days before Lhe effective date of
cancellation if we cancel for any other
reason listed in Paragraph (1) above.

2. Paragraph 3. c. of SECTION IV - CONDITIONS.
is deleted.

3. The following replaces Paragraph 3.e, of SECTION IV - CONDITIONS.:
e. If this insurance is cancelled, we will send the
first Named Insured any premium refund due.

The refund, if any, will be computed on a pro
rata basis. However, the refund may be less
than pro rata if we made a loan to you for the
purpose of payment of premiums for this policy. The cancellation will be effective even if we have not made or offered a refund.

4. The following is added to SECTION IV - CONDITIONS.:

WHEN WE 00 NOT RENEW
1t' we elect not to renew this policy, we will mail or
deliver written notice, stating the reason for nonrenewal, to the first Named Insured, at the mailing address shown in the policy, and to the producer
of record, at least 60 days, but not more than 120
days, before the expiration or anniversary date.

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o= =
o-
= o===
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-= -
000847
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CALIFORNIA CHANGES - CANCELLATION

AND NONRENEWAL
This endorsement modifies insurance provided under the following:

CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART

COMMERCIAL AUTOMOBILE COVERAGE PART
C_QMMERClALG£filML LlAHLLl"D'_C_O __ ~.ERAGE_eAfil __

COMMERCIAL INLAND MARINE COVERAGE PART

COMMERCIAL PROPERTY COVERAGE PART

CRIME AND FIDELITY COVERAGE PART
EMPLOYMENT-REL.A.TED PRACTICES LIABILITY COVERAGE PART

EQUIPMENT BREAKDOWN COVERAGE PART

FARM COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

MEDICAL PROFESSIONAL LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
A. Paragraphs 2. and 3. of the Cancellation Common Policy Cond1tton are replaced by the following·

2. All Policies In Effect For 60 Days Or Less
If this policy has been 1n effect for 60 days or
less, and 1s not a renewal of a policy we have
previously issued, we may cancel this pohcy
by malling or delivering to the first Named Insured, at the mailing address shown rn the policy, and to the producer of record, advance
written notice of cancellation, statrng the reason for cancellat1on, at least· a. 10 days before the effective date of cancellation 1f we cancel for· (1) Nonpayment of premium; or
(2) Discovery of fraud by.
(a) Any insured or his or her representative rn obtammg thrs insurance, or (b) You or your representative 1n
pursuing a claim under this policy
b. 30 days before the effective date of cancellation 1f we cancel for any other reason

3. All Policies In Effect For More Than 60 Days
a. If this pol/Cy has been m effect for more than
60 days, or ,s a renewal of a policy we issued,
we may cancel this policy only upon the occurrence , aft.er the effective date of the policy, of one or more of the following :
(1) Nonpayment of premium. 1nclud1ng payment due on a prior policy we issued and dlle during the current polrcy term covering the same rrsks . (2) Discovery of fraud or material m1srepresentat1on by. (a) Any insured or his or her representative in obtarn1ng this insurance, or (b) You or your representative rn pursuing a claim under this policy (3) A Judgment by a court or an adm1nrstrat1ve tribunal that you have violated a Calrforn1a or Federal law, having as one of its necessary elements an act which materrally increases any of the risks insured against
(4) Discovery of willful or grossly negligent
acts or om1ss1ons. or of any v1olat1ons of
state laws or regulations establ1shrng
safety standards, by you or your representative. which materrally increase any of the risks insured against.
(5) Failure by you or your representative to
implement reasonable Joss control requirements. agreed to by yo u as a cond1- t1on of policy issuance. or which were
cond1t1ons precedent to our use of a particular rate or rating plan, 1f that failure IL 02 70 09 12 © Insurance Services Office, Inc , 2012 Page 1 of 3 273
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materially increases any of th e risks insured against (6) A determination by the Comm1ss1oner of
Insurance that the.
(a) Loss of. or changes in, our reinsurance covering all or part of t he risk would threaten our financial integrity
or solvency. or
(b) Cont1nuat1on of the policy coverage
would
(I) Place us 1n v1olat1on of California
law or the laws of the state where
we are dom1c1led, or
(Ii) Threaten our solvency.
(7) A change by you or your representative tn
the act1v1t1es or property of the commercial or industrial enterprise, which results 1n a materially added, increased or
changed risk, unless the added, increased or changed nsk 1s included 1n the pohcy
b. We will mail or deliver advance written notice
of cancellat1on, stating the reason for cancellation, to the first Named Insured, at the mailing address shown m the policy, and to the producer of record, at least.
(1) 1 0 days before the effective date of cancellatton rr we cancel for nonpayment of premium or discovery of fraud ; or
(2) 30 days before the effective date of cancellatmn 1f we cancel for any other reason listed in Paragraph 3.a.

B. The following prov1s1on 1s added to the Cancellation Common Policy Cond1t1on:

7. Residential Property
This prov1s1on applies to coverage on real
property which 1s used predominantly for
res1dent1al purposes and cons1st1ng of not
more than four dwelling units, and to coverage on tenants' household personal property in a res1dent1al unit, 1f such coverage 1s written under one of the following Commercial Property Coverage Part
Farm Coverage Part - Farm Property - Farm
Dwellings, Appurtenant Structures And
Household Personal Property Coverage Form
a. If such coverage has been 1n effect for 60
days or less. and 1s not a renewal of coverage we preY1ously issued, we may cancel this coverage for any reason, except as provided in b. and c. below.
b. We may not cancel this policy solely because the first Named Insured has· (1) Accepted an offer of earthquake coverage, or
(2) Cancelled or did not renew a policy
issued by the Cahforn,a Eartt,quake
Authority (CEA) that included an
earthquake policy premium su1-
charge
However, we shall cancel this policy 1f the
first Named Insured has accepted a new
or renewal pohcy issued by the CEA that
includes an earthquake policy premium
surcharge but fails to pay the earthquake
policy premium surcharge authorized by
the CEA
c. We may not cancel such coverage solely
because corrosive soil conditions exist on
the premises This restriction {c.) applies
only 1f coverage 1s subJect to one of the
following, which exclude loss or damage
caused by or resulting from corrosive sotl
conditions·
(1) Commercial Property Coverage Part
- Causes Of Loss - Special Form, or
(2) Farm Coverage Part - Causes Of
Loss Form - Farm Property, Paragraph D. Covered Causes Of Loss - Special
C. The following 1s added and supersedes any prov1s1ons to the contrary:

Nonrenewal

1. SubJect to the prov1s1ons of Paragraphs C.2.
and C.3. below, 1f we elect not to renew this
policy, we will mail or deliver written notice.
stating the reason for nonrenewal, to the first
Named Insured shown 1n the Declarat.Jons,
and to the producer of record. at least 60
days. but not more than 120 days , before the
exp1rat1on or anniversary date
We will mail or dehver our notice to the first
Named Insured, anc:I to the producer of record, at the mailing address shown 1n the policy

2. Reside ntla I Property
This prov1s1on applies to coverage on real
property usec:I predominantly for res1dent1al
purposes and consisting of not more than four
dwelling units. and to coverage on tenants'
household property contained 1n a res1dent1al
unit 1f such coverage 1s written under one of
the following:

-;:
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= -===
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Commercial Property Coverage Part to the changes in our reinsurance poFarm Coverage Part - Farm Property - Farm srtion.

Dwellings. Appurtenant Structures And c. We will not refuse to renew such coverHousehold Personal Property Coverage Form age solely because the first Named Ina. we may elect not to renew such cover- sured has cancelled or d1d not renew a pohcy. issued by the Calrforn1a Earthage for any reason. except as provided in quake Authority, that included an earthb., c. and d. below. quake poltcy premium surcharge. b. We will not refuse to renew such cover- d. We will not refuse to renew such coverage solely because the first Named In- age solely because corrosive soil cond1- sured has accepted an offer of earth- t1ons exist on the premises . This restnc- - fj1:1-ake E-ever-age --------t1_o_n_(_d ___ ) _a_p_p~l1e_s_ o---' n'-,--ly- 1f_ c_ov_e_r_a_g_e_1s- su~b--- However. the following applies only to 1n- ,ect to one of the following, which exclude surers who are associate part1c1pat1ng in- loss or damage cause d by or resulting surers as established by Cal. Ins. Code from corrosive soil cond1t1ons.

Section 10089 16. We may elect not to
renew such coverage after the first (1) Commercial Property Coverage Part Named Insured has accepted an offer of - Causes Of Loss - Special Form; or earthquake coverage, 1f one or more of (2) Farm Coverage Part - Causes Of the following reasons applies: Loss Form - Farm Property. Para- (1) The nonrenewal 1s based on sound graph D. Covered Causes Of Loss - underwrrtmg pr1nc1ples that relate to Special.
the coverages provided by this policy 3, We are not required to send notice of nonreand that are consistent with the ap- newal in the following s1tuat1ons:
proved rating plan and related documents filed wrth the Department of a. If the transfer or renewal of a policy, withInsurance as required by existing law: out any changes in terms, cond1t1ons or rates, 1s between us and a member of our
(2) The Comm1ss1oner of Insurance finds insurance group. that the exposure to potential losses
will threaten our solvency or place us b. If the poltcy has been extended for 90 in a hazardous condition. A hazard- days or less, provided that notice has ous cond1t1on includes, but is not l1m- been gtven m accordance with Paragraph 1ted to, a cond1t1on m which we make C.1 .
claims payments for losses resulting c. If you have obtained replacement coverfrom an earthquake that occurred age, or 1f the first Named Insured has wtthtn the preceding two years and agreed. m writing, w1thtn 60 days of the that required a reduction rn policy- termination of the policy, to obtain that holder surplus of at least 25% for coverage.
payment of those claims, or
d. If the polrcy 1s for a period of no more
(3) We have : than 60 days and you are notified at the
IL 02 70 09 12
(a) Lost or experienced a substantial time of issuance that tt w,11 not be rereduction in the avaliab1hty or newed. scope of reinsurance coverage; e. If the first Named Insured requests a or change tn the terms or cond1t1ons or risks
(b) Experienced a substantial mcreas e 1n the premium charged for reinsurance coverage of our
res1dent1al property insurance
poltc,es, and
the Comm1ss1oner has approved a
plan for the nonrenewals that 1s fair
and equitable. and that 1s responsive
covered by the policy w1th1n 60 days of
the end of the policy period
f. If we have made a written offer lo the first
Named Insured, 1n accordance with the
t1meframes shown 1n Paragraph C.1 ., to
renew the poltcy under changed terms or
cond1t1ons or at an increased premium
rate, when the increase exceeds 25%
© Insurance Services Office, Inc., 2012 Page 3 of 3
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1 FIRST AMENDMENT TO AGREEMENT 18-245

BETWEEN THE CITY OF CUPERTINO AND
CHANDLER ASSET MANAGEMENT, INC. FOR

CONSULTING SERVICES AGREEMENT FOR

INVESTMENT ADVISER
This First Amendment to Agreement 18-245 between the City of Cupertino and Chandler Asset Management, Inc. is by and between the City of Cupertino, a municipal corporation hereinafter "City") and Chandler Asset Management, Inc. (“Contractor”) whose address is 6225 Lusk Boulevard, San Diego, CA 92121, and is made with reference to the following:

RECITALS:

A. On December 20, 2018, Agreement 18-245 (“ Agreement”) was entered into by and between City and Contractor for Consulting Services Agreement for investment adviser.

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

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

1. Paragraph 1 of the of the Agreement is modified to read as follows:

Term. The term of this Agreement shall commence upon the execution of this Agreement and shall continue until December 31, 2022. This City may, at its option and the discretion of the City Manager, exercise up to two (2) one- year extensions by providing a written notice of intent to extend the Agreement to Consultant no less than thirty (30) days prior to the expiration of the previous term. Such extension shall be at the same price and conditions set forth herein.

2. 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
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2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
By
Title
Date

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date
CHANDLER ASSET MANAGEMENT, INC.

By
Title
Date
President
Dec 16, 2021
Christopher D. Jensen
Dec 16, 2021
Director of Administrative Services
Dec 16, 2021
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3 EXPENDITURE DISTRIBUTION
Item PO Number Amount

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1st Amendment to Investment Mgmnt Agr,
Chandler (1)
Final Audit Report 2021- 12-16
Created: 2021- 12-16
By: Mariela Vargas ( marielar@cupertino. org)
Status: Signed
Transaction ID: CBJCHBCAABAAAqPHxsAqJtU8FgHkLHj5YSXNTc5XuOf7 1st Amendment to Investment Mgmnt Agr, Chandler ( 1)" History Document created by Mariela Vargas ([email protected]) 2021- 12- 16 - 2:24:30 AM GMT- IP address: 174. 85.102. 203 Document emailed to Araceli Alejandre ([email protected]) for approval 2021- 12- 16 - 2:25:50 AM GMT
Document approved by Araceli Alejandre ( aracelia@cupertino. org) Approval Date: 2021- 12-16 - 4:09:19 AM GMT - Time Source: server- IP address: 73.170. 27.253 Document emailed to Nicole Dragoo ([email protected]) for signature 2021- 12- 16 - 4:09:22 AM GMT
Email viewed by Nicole Dragoo ([email protected]) 2021- 12- 16 - 3:39:13 PM GMT- IP address: 75.83.25.171 Document e-signed by Nicole Dragoo ([email protected]) Signature Date: 2021- 12-16 - 3:40:06 PM GMT - Time Source: server- IP address: 75.83.25.171 Document emailed to Christopher D. Jensen ([email protected]) for signature 2021- 12- 16 - 3:40:09 PM GMT
Email viewed by Christopher D. Jensen ([email protected]) 2021- 12- 16 - 4:14:41 PM GMT- IP address: 104. 47.73.126 Document e-signed by Christopher D. Jensen ( christopherj@cupertino. org) Signature Date: 2021- 12-16 - 4:15:01 PM GMT - Time Source: server- IP address: 136. 24.42.212 Document emailed to Kristina Alfaro ([email protected]) for signature 2021- 12- 16 - 4:15:05 PM GMT
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Email viewed by Kristina Alfaro ( kristinaa@cupertino. org) 2021- 12- 16 - 5:09:59 PM GMT- IP address: 104. 47.46.254 Document e-signed by Kristina Alfaro ([email protected]) Signature Date: 2021- 12-16 - 5:10:27 PM GMT - Time Source: server- IP address: 208. 95.236. 60 Document emailed to Kirsten Squarcia ([email protected]) for signature 2021- 12- 16 - 5:10:30 PM GMT
Email viewed by Kirsten Squarcia ([email protected]) 2021- 12- 16 - 5:11:30 PM GMT- IP address: 104. 28.49.24 Document e-signed by Kirsten Squarcia ([email protected]) Signature Date: 2021- 12-16 - 5:11:59 PM GMT - Time Source: server- IP address: 162. 245. 20.145 Agreement completed.
2021- 12- 16 - 5:11:59 PM GMT
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1 SECOND AMENDMENT TO AGREEMENT 18-245

BETWEEN THE CITY OF CUPERTINO AND
CHANDLER ASSET MANAGEMENT, INC. FOR

CONSULTING SERVICES AGREEMENT FOR

INVESTMENT ADVISERY SERVICES
This Second Amendment to Agreement 18-245 between the City of Cupertino and Chandler Asset Management, Inc. is by and between the City of Cupertino, a municipal corporation hereinafter "City") and Chandler Asset Management, Inc., a Corporation (“ Contractor”) whose address is 6225 Lusk Boulevard, San Diego, CA 92121, and is made with reference to the following:

RECITALS:

A. On December 20, 2018, Agreement 18-245 (“ Agreement”) was entered into by and between City and Contractor for Consulting Services Agreement for Investment Advisory Services.

B. The City and Contractor entered into a First Amended Agreement for Investment Advisory Services (“ First Amended Agreement”) effective December 16, 2021.

C. The Agreement and First Amendment are collectively referred to as the “Agreement” unless otherwise indicated.

D. 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 1 of the of the Agreement is modified to read as follows:

Term. The term of this Agreement shall commence upon the execution of this Agreement and shall continue until December 31, 2023.

2. 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. 340
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2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
By
Title
Date

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date
CHANDLER ASSET MANAGEMENT, INC.

By
Title
Date
President
2211/ 09/22 11/08/
Director of Administrative Services
Christopher D. Jensen
11/09/22
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Exh. C-Insurance Requirements for Financial Consultant Agreements 1 Form Updated Sept, 2019
Financial Consultant and subcontractors, if any, shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Agreement are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Financial Consultant, his agents, representatives, employees or subcontractors.

The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. The City in no way warrants that the minimum limits contained herein are sufficient to protect the Financial Consultant from liabilities that might arise out of the performance of the work under this Agreement by the Financial Consultant, his agents, representatives, employees or subcontractors and Financial Consultant is free to purchase additional insurance as may be determined necessary.

A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Financial Consultant shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “ following form” basis.

1. Commercial General Liability – Occurrence Form
Policy shall include bodily injury, property damage and broad form contractual liability coverage.

General Aggregate $ 4,000,000
Products – Completed Operations Aggregate $ 1,000,000
Personal and Advertising Injury $ 1,000,000
Each Occurrence $ 2,000,000
a. The policy shall be endorsed to include the following additional insured language: " The City shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Financial Consultant." b. Policy must state insurance will operate as primary insurance for work performed by Financial Consultant and its sub-consultants, and that any other insurance or selfinsurance maintained by City shall be excess and non- contributory.

2. Automobile Insurance - One Million Dollars ($ 1,000,000) per accident for bodily injury and property damage.
a. The policy shall be endorsed to name the City as an additional insured.

3. Worker' s Compensation and Employers' Liability
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. Consultant has provided written verification of no employees. a. Policy shall contain a waiver of subrogation in favor of the City, and Consultant must submit a Waiver of Subrogation endorsement in favor of City, its officers, officials, agents and employees.

EXHIBIT C
Insurance Requirements
Financial Consultants Contracts
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Exh. C-Insurance Requirements for Financial Consultant Agreements 2 Form Updated Sept, 2019
b. This requirement shall not apply when a contractor executes the appropriate sole proprietor waiver form.

4. Professional Liability (Errors and Omissions Liability) a. The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract.

Each Claim $ 10,000,000
Annual Aggregate $ 10,000,000
b. In the event that the professional liability insurance required by this Agreement is written on a claims- made basis, Financial Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years from the time work under this Agreement is completed.

5. Financial Institution Bond or Security Dealers Blanket Bond ( The bond is required only if the contractor has access to City funds.)
If the Scope of Services involve receiving, depositing, transferring or investing City funds, one of the above bonds is required.

Bond Limit $ ( to be determined based on portfolio value) a. The bond shall be issued with limits based on the amount of the States investment portfolio with the contractor.
b. The bond shall include coverage for all directors, officers, agents and employees of the Contractor.
c. The bond shall include coverage for third party fidelity and name City as loss payee. d. The bond shall include coverage for extended theft and mysterious disappearance. e. If the scope of services pertains to any employee benefit plans, the bond shall include a third party ERISA endorsement.
f. The bond shall not contain a condition requiring an arrest and conviction.

B. ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include, the following provisions:

1. On insurance policies where the City is named as an additional insured, the City shall be an additional insured to the full limits of liability purchased by the Financial Consultant even ifthose limits of liability are in excess of those required by this Agreement.

2. The Financial Consultant' s insurance coverage shall be primary insurance and non- contributory with respect to all other available sources.

C. NOTICE OF CANCELLATION: Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided or canceled except after thirty (30) days prior written notice has been given to the State, except when cancellation is for non- payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent directly to (City Department Representative' s Name & Address). 343
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Exh. C-Insurance Requirements for Financial Consultant Agreements 3 Form Updated Sept, 2019
D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed or authorized to do business in the City and with an “ A.M. Best” rating of not less than A-VII. The City in no way warrants that the above- required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

E. VERIFICATION OF COVERAGE: Financial Consultant shall furnish the City with certificates of insurance ( ACORD form or equivalent approved by the State) as required by this Agreement. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

All certificates and endorsements are to be received and approved by the City before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of contract.

All certificates and any required endorsement shall be sent directly to City Department Representative). The City project/ contract number and project description shall be noted on the certificate of insurance. The City reserves the right to require complete, certified copies of all insurance policies required by this Agreement at any time.

F. APPROVAL: Any modification or variation from the insurance requirements in this Agreement shall be made by the City’ s Risk Manager or City Attorney. 344
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CITY OF CUPERTINO
Agenda Item
24-13165 Agenda Date: 5/21/2024
Agenda #: 9.

Subject: Approve a Fourth Amendment with Hinderliter, de Llamas & Associates (HdL) to continue Sales, Use, and Transaction Tax Audit services for a total not-to-exceed amount of $230,000 Authorize the City Manager to execute the Fourth Amendment with Hinderliter, de Llamas & Associates (HdL) for continued sales, use, and transaction tax audit services, increasing the contract amount by $60,000 for a new total not-to-exceed contract amount of $230,000 CITY OF CUPERTINO Page 1 of 1 Printed on 5/15/2024
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CITY COUNCIL STAFF REPORT
Meeting: May 21, 2024
Subject
Approve a Fourth Amendment with Hinderliter, de Llamas & Associates (HdL) to continue Sales, Use, and Transaction Tax Audit services for a total not-to-exceed amount of $230,000
Recommended Action
Authorize the City Manager to execute the Fourth Amendment with Hinderliter, de Llamas & Associates (HdL) for continued sales, use, and transaction tax audit services, increasing the contract amount by $60,000 for a new total not-to-exceed contract amount of $230,000
Description
The City uses consultants to investigate Cupertino businesses’ sales, use, and transaction tax reporting to identify and correct tax underpayments due to the City of Cupertino. In June 2020, the City awarded a contract under the City Manager’s award authority to HdL for Sales, Use, and Transaction Tax Audit services, effective July 2020, for a not-to-exceed amount of $99,999. Subsequently, the contract was increased to $170,000 and extended by the City Manager to expire on June 30, 2026.

Included in the scope of work, HdL utilizes confidential taxpayer records to identify and correct errors leading to tax underpayments to Cupertino, employing analyses, data comparisons, and physical canvassing. HdL will promptly file claims for correction following California Department of Tax and Fee Administration (CDTFA) procedures, collaborate with CDTFA for revenue recovery, and provide the City with regular documentation of errors. Additionally, HdL will present quarterly reports depicting the City's sales tax base, use tax collections, retail compositions, and revenues, aiding with annual tax estimates for budget projections.

The contract's fee structure for audit services entails 15% of sales and use tax revenue acquired for the City through audit and recovery efforts, covering the first eight consecutive reporting quarters from the receipt of audit revenue and retroactive adjustments facilitated by HdL. The 15% recovery rate is standard across all agencies in 409
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California. Non-audit services are provided at a flat rate, adjusted annually for CPI, and billed quarterly.

Staff was recently informed that HdL services have resulted in the City receiving $833,792 since the inception of this contract and was approaching the contract’s not-to-exceed amount of $170,000. Staff is recommending increasing the contract by $60,000 to cover services through the term of the contract ending on June 30, 2026. These increased costs are due to successful audits from HdL that resulted in increased sales tax revenues to the City.

Sustainability Impact
No sustainability impact.

Fiscal Impact
There is no fiscal impact associated with this item. This contract is budgeted in 100-41- 405 700-702.

California Environmental Quality Act
Not applicable.
_____________________________________
Prepared by: Jonathan Orozco, Finance Manager
Reviewed by: Kristina Alfaro, Director of Administrative Services Approved for Submission by: Pamela Wu, City Manager
Attachments:

A – Draft Fourth Amendment
B – Original Agreement
C – First Amendment with HdL
D – Second Amendment with HdL
E – Third Amendment with HdL
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1 FOURTH AMENDMENT TO AGREEMENT 539 BETWEEN THE CITY OF CUPERTINO

AND HINDERLITER, DE LLAMAS & ASSOCIATES FOR SALES, USE AND

TRANSACTIONS TAX AUDIT SERVICES
This Fourth Amendment to Agreement 539 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and HINDERLITER, DE LLAMAS & ASSOCIATES, a Limited Liability Company (“Contractor”) whose address is 120 S. State College Blvd., Suite 200, Brea, CA 92821, and is made with reference to the following:

RECITALS:

A. On July 08, 2020 Agreement 539 (“Original Agreement”) was entered into by and between City and Contractor for Sales, Use and Transactions Tax Audit Services.

B. On June 28, 2022 the City and Contractor entered the First Amendment with a term expiring on June 30, 2023.

C. On August 02, 2022, the City and Contractor entered the Second Amendment to add confidentiality requirements.

D. On June 02, 2023, the City and Contractor entered the Third Amendment to revise the term and amounts.

E. The Original Agreement, First Amendment, Second Amendment and Third Amendment are collectively referred to as “Agreement” unless otherwise indicated.

F. 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. Section #4 of the Agreement is modified to read as follows: COMPENSATION Section 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based on actual costs but that will be capped so as not to exceed $230,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City.

2. 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. 411
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2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
By
Title
Date

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date

HINDERLITER, DE LLAMAS &

ASSOCIATES
By
Title
Date
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Master Professional/ Specialized Services Agreement/ Rev. April 2020

MASTER PROFESSIONAL/ SPECIALIZED SERVICES

AGREEMENT WITH

1. PARTIES
This Master Agreement is made by and between the City of Cupertino, a municipal corporation City”), and (“ Contractor”) a
for
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 its work in compliance with the City’ s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A.

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 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.

HINDERLITER, DE LLAMAS AND ASSOCIATES
Hinderliter, de Llamas and Associates
California Corporation Sales, Use and Transactions Tax Audit Services June 30, 2022
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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 promptly to each Service Order request.

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 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. 99,999.99
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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, 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.

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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 d) Other City projects.

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.

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.

10. 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 Select one
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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 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.

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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.

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.

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 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 Peggy Fickett 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 Select one
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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 of ten percent ( 10%) of the total time expended to date in the performance of the 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.

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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
Attention:

Email:

To Contractor:

Attention:

Email:

27. VALIDITY OF CONTRACT
This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and ( c) is approved for form by the City Attorney’ s Office.

28. EXECUTION
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. 120 S State College Blvd., Suite 200 Brea CA 92821
Hinderliter de Llamas and Associates
Andrew Nickerson
comkristinaa@cupertino. org anickerson@hdlcompanies.

Kristina Alfaro
10300 Torre Ave., Cupertino CA 95014
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CITY OF CUPERTINO
A Municipal Corporation
By
Name
Title
Date

CONTRACTOR
By
Name
Title
Date
Tax I.D. No.:

APPROVED AS TO FORM:

HEATHER M. MINNER
Cupertino City Attorney
ATTEST:

KIRSTEN SQUARCIA
City Clerk
Date:

R. Andrew Nickerson
33-0008507
President/ CEO
R. Andrew Nickerson
Jun 30, 2020
Heather M. Minner
Kristina Alfaro
Director of Administrative Services
Kristina Alfaro
Jun 30, 2020
Jul 8, 2020
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Revised: April 30, 2020 – Services Agreements
1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’ s/ Contractor’ s Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/ Agreement Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID- 19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID- 19 pandemic ( collectively, “ Health Laws”).

B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City.

C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID- 19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“ CDC”) on “high risk” categories is available at the CDC' s website at:
https:// www.cdc.gov/ coronavirus/ 2019-ncov/ specific- groups/ people-at-higher-risk.html.

D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor' s or any subcontractor' s workers, employees, representatives, vendors, or suppliers (collectively, workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following:

1. Meetings/ Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel.

2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception 422
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2 of any physical contact required for worker safety or to comply with safety Laws.

Prohibit workers from sharing a vehicle.

E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID- 19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible.

F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192. 7
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Exhibit A
Scope of Services
Sales, Use and Transactions Tax
Using confidential taxpayer records as authorized by Revenue and Taxation Code Section 7056, Hdl will find and correct errors that result in underpayments of tax to the City of Cupertino. The firm will employ a series of analyses, comparisons with other data sources and physical canvassing the City to find, document and submit for correction all taxpayer errors that result in lost City revenue or could result in lost revenue in the future. When errors are found, Hdl staff will promptly file claims for their correction following BOE procedures and regulations. Thereafter, Hdl will diligently work with the BOE to ensure the prompt recovery of all escaped revenues. Documentation of errors will be regularly provided to the City.

In conducting these activities on behalf of the City, Hdl will provide quarterly reports that accurately depict the City's sales tax base, use tax collections and revenues. All reports, graphs, tables and revenue forecasts are designed to enhance the City's capacity to plan for, expand and manage its various sales use and district tax revenues. Reports identifying and comparing the retail composition of various subgeographic- areas of the City will also be provided.

1. Audit Recovery
To achieve the highest audit and recovery results, Hdl employs the following audit techniques and programs:
a. Identification of Errors and Revenue Maximization Opportunities

1. Field Surveys: Field inventories of the City's business and industrial areas are conducted every 10-12 months to identify businesses located within the City that appear to be underreporting revenues or are not on the BOE allocation rolls. Specially trained field auditors, using the latest in mapping, GPS and digital recording technology, document not only the existence of sales tax producing businesses but also any relevant factors such as size, presence of a large stock of goods, will-call windows and any specific references to sales activity. This process identifies a wide range of registration errors including erroneous consolidation of multiple outlets, misreporting of point of sale from an erroneous location and delays in reporting new outlets.

2. Tax Area Code (TAC) Review: Hdl reviews every active account on the BOE' s allocation rolls reporting $50 or more in local tax to ensure proper TAC assignment. Government and private sector mapping and GIS databases are used extensively in this process. These programs are important because physical canvassing will not reveal businesses with missing or incomplete signage, or those that are home-based. A complete TAC review is performed at least once every 9-12 months.

3. Deviation Assessment: Hdl applies proprietary queries and analyses to its statewide allocation database to identify a// accounts for which there has been a substantial change in 424
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allocation pattern. Hdl's database, unmatched in size, comprises over 98.5% of all sales and use tax transactions in California and allows for the most comprehensive audits in the state.

The deviation review is performed every three months and is far more sophisticated and thorough than a review of the BOE' s published Quarterly Distribution Report. The review is applied to direct allocations and to the county pools, and allows for a much broader view and understanding of what has happened in any given quarter. Well-founded leads are quickly culled from this process, often without the need for time-consuming manual reviews of taxpayer files. This allows for faster processing and less time used for preparing submittals. This in turn lowers recovery fees by reducing the amount of prior quarter revenue requiring redistribution.

4. Use Tax Errors and Opportunities: State Board of Equalization Regulation 1802(d) allows for direct allocation of local use tax on qualifying individual sales or purchases over 500,000. Under Regulation 1699.6, businesses and organizations ( including local government agencies) with aggregate purchases subject to use tax of at least $500,000 per year can apply for a Use Tax Direct Payment Permit, allowing for direct allocation of the corresponding local share. Finally, under a resolution adopted by the BOE in December of 1994, a construction contractor who enters into a contract equal to or greater than 5,000,000 may elect to obtain a sub-permit for the jobsite resulting in a direct allocation of local use tax to the jurisdiction where the jobsite is located. Hdl analyzes the use tax allocation pools of the 58 counties and the state each quarter to identify instances where a taxpayer may have misidentified a transaction as use tax rather than sales tax. Further specialized reviews and techniques are employed to identify direct allocation opportunities of local use tax.

5. Regulation 1699 Evaluations: BOE Regulation 1699 controls when and where a permit should be issued to a given business location. Wholesalers, contractors, processors, manufacturers, and other non-retail businesses that do not normally sell merchandise often conduct occasional sales, self-accrue use tax or are levied deficiency assessments by the state. Hdl uses proprietary methods for finding companies that should be taking out permits so that those revenues are allocated to the City.
b. Recovery of Misallocated Revenue

1. Development of Correction Data: Preliminary lead lists developed through any of the aforementioned audit programs are further culled using a variety of programs and databases to reduce the need for taxpayer contact. Companies remaining in the audit database are then contacted by a specialized audit unit whose members are specifically selected and trained to interview tax preparers and marketing, warehouse and management staff. Taxpayer interviews are always conducted in a business friendly, nonintrusive manner that emphasizes cooperation and protection of confidentiality.

2. Documentation: Telephone contacts are often accompanied by a written follow-up questionnaire concerning business activities, a specific one-time transaction or a written confirmation of our findings. This documentation is always filed with the petition to minimize BOE processing time. Solid documentation and follow-up lowers client fees by 425
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reducing the number of quarters requiring retroactive adjustment and ensures faster recovery of misallocated revenues.

3. City Review: To avoid potential conflicts with a City' s in-house audit efforts, Hdl prepares a list of misallocated or under-reporting businesses for City officials to review and authorize prior to any invoicing. This line item, account-level approval process is an important step in eliminating any misunderstandings or disagreements regarding what may be considered a valid audit "find."

4. Preparation and Submittal of Corrections: Petitions are prepared (BOE Form 549-S or 549- L) that notify the BOE the existence and nature of the misallocation. All relevant and available supporting documentation is included. Copies of all transmittal forms and correspondence with the BOE and taxpayers are sent to City staff.

5. Continuous Follow-up: Hdl employs a full-time case manager whose responsibility is to monitor and follow-up on case inventory. An aging report is updated and reviewed on a monthly basis and the appropriate follow-up is initiated on cases that are taking an inordinate amount of time to correct. This follow-up emphasizes partnership and cooperation with BOE Allocation Group staff. Hdl's continuous efforts to check on the status of submittals are made to ensure that corrections are being pursued. Timely follow up on cases reduces the time it takes for the City to recover its revenue.

6. Appeals: Hdl cases are thoroughly researched, vetted and documented prior to submittal.

This ensures the fastest possible processing times, and reduces the number of cases that are initially disclaimed and must be further researched and defended through a very lengthy BOE appeals process. Nearly all Hdl cases are resolved favorably at either the first or second levels of the BOE petition process described in Regulation 1807. Hdl has cultivated close working relationships with the BOE Appeals Division and with each of the elected Board Members. When an appeal is required, Hdl has the necessary expertise and access to competently and aggressively represent client interests. Having a large number of cases on appeal may be presented by some vendors as evidence of a more sophisticated and aggressive audit program. It should be viewed, however, as an indication that inadequate supporting documentation tends to require more case appeals and lead to otherwise unnecessary procedural delays.
c. Track Record
Hdl is effective in recovering misallocated revenue for client agencies in 97% of all cases submitted to the BOE. In the roughly 3% of cases that are initially disclaimed, Hdl is able to achieve positive results by successfully appealing cases. The small amount of cases that do to appeal is evidence of Hdl's thorough research and the quality of the factual information included to support claims.

Only 5% of Hdl's case submittals are unresolved after two quarters with an average for all cases of 186 days. The company' s backlog of cases requiring retroactive adjustments for any lengthy period of time is one-fifth that of other companies submitting claims to the BOE. 426
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2. Management Analysis
a. Hdl Database, Reports and Training
Hdl maintains Cupertino' s detailed sales tax data back to 1994 and will provide City staff with unlimited access to its quarterly updated web-based sales tax system to facilitate "in-house" analysis and printing of reports. The system allows City staff to search, print and export their sales tax data for a variety of financial, management and planning functions. The system provides the ability to search all sales tax producers in the City by business name, address, BOE account number and current or historical sales tax allocations. The web application also provides access to the City's archived quarterly sales tax reports. Data is easily queried and exported to either comma delimited or native Excel formats, allowing for convenient use with standard applications such as the Microsoft Office suite. The web application is accessible from all major operating systems, internet browser platforms, and device types (laptop, tablet, PC, mobile).

The City's archived quarterly sales tax reports can also be accessed through the online sales tax application.

Hdl's Geo-area feature supports use of address ranges, which ensures the inclusion of all appropriate BOE registrations and also allows City staff to create and modify Geo-areas without a separate GIS system. Hdl also supports interfacing with the City's GIS by including accurately geocoded latitude and longitude for each business. This data can include all data fields including historical allocation information and can be quickly exported by City staff on demand using Hdl's Sales Tax Web Application. Additionally, City created shape files can be used to define a Geoarea, which would identify related businesses by latitude and longitude.

Training on use of the software and ongoing upgrades is provided at no additional charge.

Quarterly sales tax reports are provided on both a cash and adjusted basis . Cash reports reconcile to BOE payments and are necessary for any revenue sharing agreements that the City might have in place. The adjusted reports shift payment aberrations ( double-up payments, BOE audit adjustments, etc.) into the quarter where the sales occurred to accurately show the City's true economic trends. The quarterly sales tax data will be presented in reports for major sales tax producers by both rank and category, analysis of sales tax activity by category, business or areas specified by the City.

Hdl's quarterly sales tax reports include a listing of top sales tax producers and comparisons with both regional and statewide trends. Retailer information is provided in grouped form or in business by business detail. Quarterly information will also include tables that track year-to-date receipts and show comparisons with past periods to measure progress toward achieving the City's annual budgeted revenue amount.

Hdl's services are superior to other vendors because the firm provides data analysis instead of bound stacks of raw data printouts. The quarterly analysis is done in context with regional market areas, countywide and statewide trends to better monitor and compare the City's economic performance by business category and geographical area. A non-confidential newsletter is included to support management' s efforts to inform and engage the public. 427
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Analysis of sales and use tax data and quarterly presentations to City staff are led by seasoned professionals, whose experience and knowledge adds value by identifying emerging retail trends, business retention needs, leveraging of economic clusters and reviewing successes in client jurisdictions with similar characteristics. Hdl staff also prepares sales and use tax projections for proposed development projects, responds to technical questions relating to BOE processes and regulations, and monitors revenue sharing agreements. b. Budget Projections and Monitoring
Hdl has developed a comprehensive, detail-oriented method for projecting and monitoring client sales and use tax revenues that has proved to result in estimates that fall within 1 % of actual receipts two-thirds of the time. Initial and mid-year projections are made by factoring out payment aberrations that skew the base revenue and factoring in known changes such as new or closed businesses. Hdl also incorporates information from over 90 economic sources as well as information gathered from quarterly client meetings to develop economic factors to apply to individual retail business segments; the results are combined into a single estimate of anticipated revenue. Hdl further enhances its projections by contacting builders of large-scale development projects to better time and estimate the value of potential use tax payments into its estimates. Five year forecasts are also provided.
c. Use Tax Maximization Program
Major construction projects and even ongoing business operations often generate significant use tax revenues from purchases of machinery, equipment and other fixed assets. Hdl has worked with numerous clients to ensure that use tax from manufacturing and assembly plants, food processing, cold storage facilities, power/ energy projects, medical, research and technical facilities, oil fields/ refineries and extraction/ mining industries are properly allocated to the host jurisdiction.

Hdl' s sales tax team includes a staff of specialists who review new business startups that might present potential self-assessed use tax opportunities, meets with contractors to advise on subpermits and reporting procedures and provides materials and advice on purchasing companies and direct payment permits. The firm monitors major construction projects to make sure that any use tax generated is properly allocated to the job site's host jurisdiction.

When brought into a project early, Hdl assists clients with inserting provisions in conditional use permits and development agreements to guarantee that use tax maximization procedures are followed and monitors projects and subcontractors to make certain that sales tax is properly allocated back to the client jurisdiction. Direct payment permits and purchasing corporations can sometimes be utilized where conditions offer mutual opportunities for the client agency to capture additional sales tax revenues and the participating company can increase control of sales and use tax liabilities.
d. Economic Development Benefits
When properly refined and organized, sales tax data analysis is an important tool for strengthening and expanding local economies. The data shows companies that are growing and may need expansion space and should be contacted as part of an agency' s business retention 428
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program. When broken out geographically, the data produces patterns of industries that potentially share common customers, suppliers, technology and labor and therefore offer opportunities for attracting new businesses. The data further exposes retail areas that may be over saturated in some retail segments while also identifying voids and opportunities for additional retail development.

Although numerous companies and agencies use the BOE' s published data as a basis for analysis, the results are usually inaccurate and misleading due to address and business categorization errors in the data. To correct those deficiencies, HdL performs data validation and scrubbing techniques on an ongoing basis, fixing business addresses and re-categorizing merchants to differentiate brick and mortar retailers from "business to business" suppliers and on-line retailers.

The company further creates and groups businesses into additional categories and classifications, not provided by the BOE, to better track new and emerging economic trends.

Samples include the breaking out of biotech/ medical suppliers, online fulfillment centers, alternate energy and utility providers, wineries and marijuana dispensaries. This focused approach to data management allows agencies to more accurately compare the impact of trends in their jurisdiction with state and regional trends. On a regional basis, it also allows for the identification of true economic voids and opportunities to expand the City's tax base.

Accurate addressing allows for improved performance monitoring and comparison of specific economic areas such as shopping centers, downtown districts and auto malls with similar projects throughout California.

In addition to using our large database, HdL' s principals leverage their experience analyzing client data throughout California to identify new trends and developments that might help other clients. The service includes analyses to identify retail voids and opportunities and an annual publication of retailers seeking expansion in the region and state. e. Legislative Updates
HdL prepares Legislative Updates for clients to keep them informed on any changes that may impact local revenues. The firm also provides Issue Updates which are similar in nature but deal with specific issues such as Sales Tax Participation Agreements. Each issue is presented in detail so that Agency staff is better equipped to handle questions on that topic from their community leaders.

The firm also retains Johan Klehs as a lobbyist to represent client interests in matters before the BOE and the state legislature. Mr. Klehs is respected as an expert in budget, fiscal, taxation, and business issues affecting California and its economy. He maintains a wide range of ties with the executive and legislative branches of state and federal government. In statewide office, Klehs served as Chair and a Member of the California State Board of Equalization ( 1995-2003) and a Member of the Franchise Tax Board. He also served 14 years as a Member of the California State Assembly.
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3. Consultation
Each quarter, a principal of the firm analyzes the City's data in detail and meets with appropriate City officials to review trends and discuss and make recommendations regarding the budget implications of the quarter' s data.

HdL also serves as "on-call" staff to provide sales tax estimates for proposed projects, assist with budget projections and answer sales and use tax questions related to economic development, budgeting and related revenue collection. When requested by the City, principals also meet with committees of the City Council and other groups to explain sales tax regulations and their importance to the City's tax base.

HdL will, when requested by the City, conduct technical seminars for City personnel on California sales and use tax processes. To support in-house efforts to maximize use tax, the seminars will cover the fundamentals of direct payment permits, purchasing corporations and maximizing " use tax" from construction projects.

Hdl maintains close and positive relationships with members of the BOE and staff to quickly resolve policy issues unique to individual clients. The firm also advocates regulation and legislative changes when they are of benefit to all clients. Examples are the Company' s work in the change of allocation of use tax" for major construction projects, securing an Executive Order from the Governor to allow publishing of top taxpayers in public documents and the introduction of the problem of "point of sale" for warehouses to the BOE.

4. Transactions Tax Reports and Monitoring
Hdl will monitor and report on this additional revenue source at the City's option for $100 per month.

The only requirement is that the City adopts a separate resolution of confidentially authorizing Hdl's access to the confidential database. Should the City desire Hdl to audit its transactions and use taxes, the charge would be a 25% contingency fee against retroactive adjustments only (no prospective billing).

Audit fees are billed only after the completion of the audit, submittal of corrections to the BOE and receipt of revenue by the City.
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Exhibit B
Compensation
Sales and Use Tax Services

1. Audit Services
Hdl proposes a fee of 15% of all new sales and use tax revenue received by the City (including reimbursement from the sales and use tax compensation fund outlined in Section 97.68 of the Revenue and Taxation Code) as a result of audit and recovery work performed by the firm . This audit fee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue and includes retroactive back quarter adjustments obtained by Hdl.

Audit fees are billed only after completion of the audit, submittal of corrections to the BOE and receipt of revenues by the client. 100% of all new revenue generated by Hdl flows to the City after the completion of the eight quarters. The fee constitutes the full reimbursement to Hdl and covers all direct and indirect costs incurred by the firm under this contract. This includes all salaries of our employees, travel expenses and service contracting costs as well as the software to be delivered to the City of Cupertino under this proposal.

Invoices are submitted only for recoveries previously approved by the City. Hdl does not bill for audit revenues until the client has actually received said monies. Further, if during the billing cycle, a taxpayer receives a refund for overpayment of taxes generated during that cycle, Hdl credits back any proportionate share of the fee that may have been levied.

Invoices are submitted quarterly after the City has received the revenue from the audit correction. The invoice includes a printout showing the name, address, and sales tax registration number of each company, and the specific amount of revenue allocated by the SBOE to the City for those businesses.

If a misallocation correction involves additional revenue from a company that had already been partially allocating revenues to the City, the City and Hdl will agree in a Work Authorization, prior to billing, the methodology for identifying the incremental revenue attributable to Hdl's work.

2. Web-Based Application and Sales Tax Management Services Hdl's standard fees for an agency of Cupertino' s size and character is $850 per month billed quarterly.

This includes ongoing analysis, reports, legislative support and unlimited access to Hdl's team members for sales and use tax related questions, as well as training and support for internal implementation of a program of use tax maximization and economic expansion.

3. CPI Adjustment
Fees for Operations Management Services are adjusted at the beginning of each calendar year by the change in the Consumer Price Index - West Urban (CPI-WU) as reported by the Bureau of Labor Statistics. Each annual adjustment will not be less than two percent (2%) or greater than ten percent 10%).
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4. Transactions and Use Tax Audit and Management Services Hdl will monitor and report on the City's Transactions and Use Tax. The current charge for this service is 100 per month and a 25% contingency fee against retroactive adjustments only (no prospective billing).

Audit fees are billed only after the completion of the audit, submittal of corrections to the BOE and receipt of revenue by the City.
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Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable toCity.

INSURANCE POLICIES AND MINIMUMS REQUIRED

1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $ 2,000,000 per occurrence ( ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever isgreater. b. Additional Insured coverage under Consultant's policy shall be " primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13).
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 selfinsurance shall be called upon to protect City as a namedinsured.

2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’ s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury ordisease.

Not required. Consultant has provided written verification of noemployees.

4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’ s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of theContract. b. Insurance must be maintained for at least five (5) years after completion of theServices. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase extended reporting” coverage for a minimum of five (5) years after completion of theServices.

EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
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Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019

OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:

Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers Additional Insureds”) are to be covered as additional insureds on Consultant’ s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’ s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).

Primary Coverage
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’ s insurance and shall not contribute to it.

Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.

Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either:
the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City.

Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better.

Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term.

Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’ s insurance policies.

Higher Insurance Limits
IfConsultant maintains broader coverage and/or higher limits than the minimums shown above, Cityshall be entitled to coverage for the higher insurance limits maintained by Consultant.

Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 434
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER( S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
A/C, No):

FAX
E- MAILADDRESS:

PRODUCER
A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:

Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

PROPERTY DAMAGE
BODILY INJURY ( Per accident)
BODILY INJURY ( Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON- OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANYPROPRIETOR/ PARTNER/ EXECUTIVE
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
STATUTEPER EROTHMM/ DD/ YYYY) LIMITS(

POLICY EXP(

MM/ DD/ YYYY) NUMBERTYPEEFFPOLICYPOLICY INSURANCELTRINSR OF DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $ EACH OCCURRENCE

AGGREGATE
OCCUR

CLAIMS- MADE
DED RETENTION $

PRODUCTS - COMP/ OP AGG

GENERAL AGGREGATE

PERSONAL & ADV INJURY
MED EXP ( Any one person)

EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES ( Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS- MADE OCCUR
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICY
PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/ 03)
1988- 2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
6/29/2020
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614
Audrey Curtis
949. 435. 7345 949. 476. 3118
acurtis@woodruffsawyer. com
National Fire Insurance Company of Hartford 20478
HDLCOMP- 01
35289HinderliterdeLlamas& Continental Insurance CompanyAssociates HdL Software, LLC.
120 S State College Blvd., Suite 200
Brea CA 92821
Continental Casualty Company 20443
Lloyds of London
Federal Insurance Company 20281
88405538
A X 1,000, 000
X 1,000, 000
15,000
1,000, 000
2,000, 000
X
Y Y 6056953483 5/26/2020 5/26/2021
2,000, 000
A 1,000, 000
X
X
Y Y 6056953466 5/26/2020 5/26/2021
B X X 00060569535025/ 26/2020 5/26/2021 3,000,
3,000, 000
X
10,000
B
B
XY6056953497
6056677063
5/26/2020
5/26/2020
5/26/2021
5/26/2021
1,000, 000
1,000, 000
1,000, 000
D
C
E
Professional Liability/ Claim Made
Cyber Liability
Crime
MPL1007920
6078657761
82556901
5/26/2020
5/26/2020
5/26/2020
5/26/2021
5/26/2021
5/26/2021
Each Claim/ Aggregate
Cyber Limit
Crime Limit
2,000, 000
2,000, 000
1,000,000
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as additional insureds, on a primary/ non-contributory basis with respect to General Liability and Auto Liability per attached forms.

Waiver of Subrogation applies as respects to the General Liability, Auto Liability and Workers Compensation per attached forms.

Notice of Cancellation applies with respect to General Liability per attached forms.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
10300 Torre Avenue
Cupertino CA 95014
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Business Auto Policy
Policy

5. a.
1)
2)
b.
c.
d.

6. a.
b.

7. a.
b.
1)
2)
3)
4)
5)
Other Insurance
For any covered " auto" you own, this Coverage Form provides primary insurance. For any covered auto" you don' t own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered " auto" which is a " trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the " trailer" is:

Excess while it is connected to a motor vehicle you do not own; or Primary while it is connected to a covered " auto" you own.

For Hired Auto Physical Damage Coverage, any covered " auto" you lease, hire, rent or borrow is deemed to be a covered " auto" you own. However, any " auto" that is leased, hired, rented or borrowed with a driver is not a covered " auto".

Regardless of the provisions of Paragraph a. above, this Coverage Form' s Covered Autos Liability Coverage is primary for any liability assumed under an " insured contract".

When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis.

Premium Audit
The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund.

If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy.

Policy Period, Coverage Territory
Under this Coverage Form, we cover " accidents" and " losses" occurring:

During the policy period shown in the Declarations; and Within the coverage territory.

The coverage territory is:

The United States of America;
The territories and possessions of the United States of America; Puerto Rico;
Canada; and
Anywhere in the world if a covered " auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the " insured' s" responsibility to pay damages is determined in a " suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to.

We also cover " loss" to, or " accidents" involving, a covered " auto" while being transported between any of these places.

Underwriting Company:

Policy ; Page: 12 of 16
75National Fire Policy Page: 30 of Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606
Policy No:

Policy Effective Date:

Form No: CA 00 01 10 13
Copyright Insurance Services Office, Inc., 2012
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Technology General Liability Extension Endorsement
K. Other Person Or Organization / Your Work
Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’ s acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:

1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor

2. for bodily injury or property damage included within the products- completed operations hazard except to the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and
c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part.

2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’ S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph:

If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured' s own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured' s own insurance means insurance on which the additional insured is a named insured.

B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above:

Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization.

3. BODILY INJURY – EXPANDED DEFINITION
Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:

Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease.

4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions:

A. BROAD KNOWLEDGE OF OCCURRENCE
The Named Insured must give the Insurer or the Insurer’ s authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice.

B. NOTICE OF OCCURRENCE
CNA74872XX ( 1-15)

Policy No:

Endorsement No:

Effective:

Insured Name:

Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 6056953483
05/26/ 2020
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POLICY NUMBER: COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 04 44 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsement Effective Date:

SCHEDULE
Name(s) Of Person(s) Or Organization( s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization( s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the " accident" or the " loss" under a contract with that person or organization.
6056953466
Hinderliter de Llamas & Associates
6/29/ 2020
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue
Cupertino, CA 95014
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CNA Paramount
Waiver of Transfer of Rights of Recovery Against
Others to the Insurer Endorsement
Policy No:

Endorsement No: TBD
Effective Date:

Endo EffectiveDate:

CNA75008XX ( 10-16)
Page1 of 1
CNA }
Insured Name: Hinderliter de Llamas & Associates, HdL Software, LLC.

Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Person Or Organization:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following:

With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured’ s ongoing operations or your work included in the products-completed operations hazard.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue Cupertino, CA 95014
6056953483
05/ 26/ 2020
6/29/2020
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POLICY NUMBER: 6056953466 COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person( s) or organization( s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsement Effective Date:

SCHEDULE
Name Of Person(s) Or Organization( s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an " insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II –
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I – Covered Autos
Coverages of the Auto Dealers Coverage Form.

Hinderliter de Llamas & Associates
6/29/ 2020
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue
Cupertino, CA 95014
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CNA Paramount
Additional Insured - Designated Person
or Organization Endorsement
Policy No:

Endorsement No: TBD
Effective Date:

CNA74745XX (1-15)
Page1 of 1
PolUWCompany - CNA Paramount
Insured Name: HdL Companies
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person Or Organization:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following:

A. The person or organization shown in the Schedule is an Insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury caused in whole or in part, by: the Named Insured’ s acts or omissions, or the acts or omissions of those acting on the Named Insured’ s behalf:

1. in the performance of the Named Insured’ s ongoing operations; or

2. in connection with premises owned by or rented to the Named Insured.

B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:

1. coverage broader than required by such contract or agreement; or

2. a higher limit of insurance than required by such contract or agreement.

C. The coverage granted by this endorsement does not apply to bodily injury or property damage included within the products-completed operations hazard.

Any coverage granted by this endorsement shall apply solely to the extent permissible by law.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and 10300 Torre Avenue
Cupertino, CA 95014
6056953483
6/29/ 2020
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Workers Compensation
WC 04 03 06 (04-1984)
Policy No:

Policy Effective Date:

Policy Page: 1 of 1
Form No: WC 04 03 06 ( 04-1984)
Copyright 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.

From the WCIRB’ s California Workers’ Compensation Insurance Forms Manual © 2001.

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be Waiver of Subrogation Percent of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization
Waiver of Subrogation Person or Organization
Job Description
Waiver of Subrogation Job Description
All other terms and conditions of the policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date ( the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below.

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT – CALIFORNIA The City of Cupertino, its City Council, officers, officials, employees, agents, servants and 10300 Torre Avenue Cupertino, CA 95014
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Hinderliter, de Llamas and Associates
Corporation Sales, Use and Transactions Tax
Audit Services
Final Audit Report 2020- 07-08
Created: 2020- 06-30
By: Mariela Vargas ( marielar@cupertino. org)
Status: Signed
Transaction ID: CBJCHBCAABAAWQfHfUZfM1n- YdnyQoGTW6- AnCJ7HhJf Hinderliter, de Llamas and Associates Corporation Sales, Use a nd Transactions Tax Audit Services" History
Document created by Mariela Vargas ([email protected]) 2020- 06- 30 - 5:12:53 PM GMT- IP address: 174. 85.97.187 Document emailed to Mariela Vargas ([email protected]) for approval 2020- 06- 30 - 5:13:05 PM GMT
Document approved by Mariela Vargas ( marielar@cupertino. org) Approval Date: 2020- 06-30 - 5:13:41 PM GMT - Time Source: server- IP address: 174. 85.97.187 Document emailed to Araceli Alejandre ([email protected]) for approval 2020- 06- 30 - 5:13:44 PM GMT
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1 FIRST AMENDMENT TO AGREEMENT 539 BETWEEN

THE CITY OF CUPERTINO AND HINDERLITER, DE
LLAMAS AND ASSOCIATES (HdL) FOR SALES, USE

AND TRANSACTIONS TAX AUDIT SERVICES
This First Amendment to Agreement 539 between the City of Cupertino and Hinderliter, de Llamas and Associates (HdL) is by and between the City of Cupertino, a municipal corporation hereinafter " City") and Hinderliter, de Llamas and Associates, LLC., a California Corporation Contractor”) whose address is 120 S. State College Blvd., Suite 200, Brea, CA 92821, and is made with reference to the following:

RECITALS:

A. On July 08, 2020 Agreement 539 (“ Agreement”) was entered into by and between City and Contractor for Hinderliter, de Llamas and Associates a California Corporation for Sales, Use and Transactions Tax audit services.

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

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

1. TIME OF PERFORMANCE
Paragraph 3.1 of the Agreement is modified to read as follows:

This Agreement begins on the Effective Date and ends on June 30, 2023 (“ 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.

2. 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
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2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
By
Title
Date

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date

HINDERLITER DE LLAMAS AND

ASSOCIATES
By
Title
Date
Andrew Nickerson
President/CEO
06/28/22
Director of Administrative Services
06/ 28/ 22
Christopher D. Jensen
06/ 28/ 22
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER( S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
A/C, No):

FAX
E- MAILADDRESS:

PRODUCER
A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:

Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

PROPERTY DAMAGE
BODILY INJURY ( Per accident)
BODILY INJURY ( Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON- OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANYPROPRIETOR/ PARTNER/ EXECUTIVE
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
STATUTEPER EROTHMM/ DD/ YYYY) LIMITS(

POLICY EXP(

MM/ DD/ YYYY) NUMBERTYPEEFFPOLICYPOLICY INSURANCELTRINSR OF DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $ EACH OCCURRENCE

AGGREGATE
OCCUR

CLAIMS- MADE
DED RETENTION $

PRODUCTS - COMP/ OP AGG

GENERAL AGGREGATE

PERSONAL & ADV INJURY
MED EXP ( Any one person)

EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES ( Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS- MADE OCCUR
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICY
PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/ 03)
1988- 2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
5/19/2022
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614
Audrey Curtis
949- 435- 7345
acurtis@woodruffsawyer. com
National Fire Insurance Company of Hartford 20478
HDLCOMP- 01
35289HinderliterdeLlamas& Continental Insurance CompanyAssociates HdL Software, LLC.
120 S. State College Blvd, Suite 200
Brea CA 92821
Valley Forge Insurance Company 20508
Nautilus Insurance Company 17370
Continental Casualty Company 20443
Federal Insurance Company 20281
544786930
C X 1,000, 000
X 1,000, 000
15,000
1,000, 000
2,000, 000
X
Y Y 6056953483 5/26/2022 5/26/2023
2,000, 000
A 1,000, 000
X
Y Y 6056953466 5/26/2022 5/26/2023
B X X 00060569535025/ 26/2022 5/26/2023 5,000,
5,000, 000
X
10,000
D
E
F
Professional Liability/ Claim Made
Cyber Liability
Crime
MEO90571750522
6078657761
82556901
5/26/2022
5/26/2022
5/26/2022
5/26/2023
5/26/2023
5/26/2023
Each Claim/ Aggregate
Cyber Limit
Crime Limit
2,000, 000
2,000, 000
1,000,000
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured on a Primary and Non-contributory basis with a Waiver of Subrogation to the extent provided in the attached forms. Notice of Cancellation applies to the extent provided in the attached form.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
10300 Torre Avenue
Cupertino CA 95014
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Business Auto Policy
Policy

5. a.
1)
2)
b.
c.
d.

6. a.
b.

7. a.
b.
1)
2)
3)
4)
5)
Other Insurance
For any covered " auto" you own, this Coverage Form provides primary insurance. For any covered auto" you don' t own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered " auto" which is a " trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the " trailer" is:

Excess while it is connected to a motor vehicle you do not own; or Primary while it is connected to a covered " auto" you own.

For Hired Auto Physical Damage Coverage, any covered " auto" you lease, hire, rent or borrow is deemed to be a covered " auto" you own. However, any " auto" that is leased, hired, rented or borrowed with a driver is not a covered " auto".

Regardless of the provisions of Paragraph a. above, this Coverage Form' s Covered Autos Liability Coverage is primary for any liability assumed under an " insured contract".

When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis.

Premium Audit
The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund.

If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy.

Policy Period, Coverage Territory
Under this Coverage Form, we cover " accidents" and " losses" occurring:

During the policy period shown in the Declarations; and Within the coverage territory.

The coverage territory is:

The United States of America;
The territories and possessions of the United States of America; Puerto Rico;
Canada; and
Anywhere in the world if a covered " auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the " insured' s" responsibility to pay damages is determined in a " suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to.

We also cover " loss" to, or " accidents" involving, a covered " auto" while being transported between any of these places.

Underwriting Company:

Policy ; Page: 12 of 16
75National Fire Policy Page: 30 of Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606
Policy No:

Policy Effective Date:

Form No: CA 00 01 10 13
Copyright Insurance Services Office, Inc., 2012
6056953466
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Technology General Liability Extension Endorsement
K. Other Person Or Organization / Your Work
Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’ s acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:

1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor

2. for bodily injury or property damage included within the products- completed operations hazard except to the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and
c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part.

2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’ S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph:

If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured' s own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured' s own insurance means insurance on which the additional insured is a named insured.

B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above:

Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization.

3. BODILY INJURY – EXPANDED DEFINITION
Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:

Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease.

4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions:

A. BROAD KNOWLEDGE OF OCCURRENCE
The Named Insured must give the Insurer or the Insurer’ s authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice.

B. NOTICE OF OCCURRENCE
CNA74872XX ( 1-15)

Policy No:

Endorsement No:

Effective:

Insured Name:

Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 6056953483
05/26/ 2022
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POLICY NUMBER: COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 04 44 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsement Effective Date:

SCHEDULE
Name(s) Of Person(s) Or Organization( s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization( s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the " accident" or the " loss" under a contract with that person or organization.
6056953466
Hinderliter de Llamas & Associates
5/19/ 2022
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue
Cupertino, CA 95014
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1$ 3DUDPRXQW
Waiver of Transfer of Rights of Recovery Against
Others to the Insurer Endorsement
Policy No:

Endorsement No:

Effective Date:

Endo EffectiveDate
CNA75008XX ( 10-16)
Page of
1$}
Insured Name: + LQGHUOLWHU GH ODPDV VVRFLDWHV G/ 6RIWZDUH Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Person Or Organization:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following:

With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured’ s ongoing operations or your work included in the products-completed operations hazard.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 95014Cupertino10300TorreAvenueCA
6056953483
05/26/ 2022
5/19/2022
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POLICY NUMBER: 6056953466 COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization( s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsement Effective Date:

SCHEDULE
Name Of Person(s) Or Organization( s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an " insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II –
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I – Covered Autos
Coverages of the Auto Dealers Coverage Form.

Hinderliter de Llamas & Associates
5/19/ 2022
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue
Cupertino, CA 95014
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1$ 3DUDPRXQW
Additional Insured - Designated Person
or Organization Endorsement
Policy No:

Endorsement No:

Effective Date:

CNA74745XX ( 1-15)
Page RI
PolUWCompany 1$3DUDPRXQW
Insured Name: + G/ RPSDQLHV
Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person Or Organization:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following:

A. The person or organization shown in the Schedule is an Insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury caused in whole or in part, by: the Named Insured’s acts or omissions, or the acts or omissions of those acting on the Named Insured’s behalf:

1. in the performance of the Named Insured’ s ongoing operations; or

2. in connection with premises owned by or rented to the Named Insured.

B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:

1. coverage broader than required by such contract or agreement; or

2. a higher limit of insurance than required by such contract or agreement.

C. The coverage granted by this endorsement does not apply to bodily injury or property damage included within the products-completed operations hazard.

Any coverage granted by this endorsement shall apply solely to the extent permissible by law.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers Cupertino10300TorreAvenue CA 95014
6056953483
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CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
05/31/2022
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 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 endors ement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER
Aon Risk Services, Inc of Florida
1001 Brickell Bay Drive, Suite # 1100
Miami, FL 33131- 4937

CONTACT
NAME: Aon Risk Services, Inc of Florida
PHONE
A/C, No, Ext): 800- 743- 8130
FAX
A/C, No): 800- 522- 7514
EMAIL
ADDRESS: ADP. COI. Center@Aon. com
INSURER( S) AFFORDING COVERAGE NAIC #
INSURER A : AIU Insurance Company 19399

INSURED
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F
Hinderliter de Llamas & Associates
120 S State College Blvd, Suite 200
Brea, CA 928210000
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: 3897215 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. LIMITS SHOWN ARE AS REQUESTED.

INSR

LTR TYPE OF INSURANCE ADDL
INSR
SUBR

WVD POLICY NUMBER POLICY EFF

MM/ DD/ YYYY)

POLICY EXP

MM/ DD/ YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $

CLAIMS- MADE OCCUR

DAMAGE TO RENTED
PREMISES ( Ea occurrence) $
MED EXP ( Any one person) $
PERSONAL & ADV INJURY $
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS - COMP/ OP AGG $
OTHER $

AUTOMOBILE LIABILITY

COMBINED SINGLE LIMIT
Ea accident) $
ANY AUTO BODILY INJURY ( Per person) $
OWNED

AUTOS ONLY

SCHEDULED
AUTOS BODILY INJURY ( Per accident) $
HIRED

AUTOS ONLY

NON- OWNED

AUTOS ONLY

PROPERTY DAMAGE
Per accident) $
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS- MADE AGGREGATE $
DEC RETENTION $
A

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y / N
N / A
WC 011092784 CA 03/25/2022 07/01/2022
X
PER

STATUTE
OTHER
E.L. EACH ACCIDENT $ 2,000,000
E.L. DISEASE - EA EMPLOYEE $ 2,000,000
E.L. DISEASE - POLICY LIMIT $ 2,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All worksite employees working for HINDERLITER DE LLAMAS & ASSOCIATES, paid under ADP TOTALSOURCE, INC’ s payroll, are covered under the above stated policy.

CERTIFICATE HOLDER CANCELLATION
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
10300 Torre Avenue
Cupertino, CA 95014

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/ 03) The ACORD name and logo are registered marks of ACORD 454
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Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable toCity.

INSURANCE POLICIES AND MINIMUMS REQUIRED

1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $ 2,000,000 per occurrence ( ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever isgreater. b. Additional Insured coverage under Consultant's policy shall be " primary and non-contributory," will not seek contribution from City’ s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 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 selfinsurance shall be called upon to protect City as a named insured.

2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’ s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury ordisease.

Not required. Consultant has provided written verification of noemployees.

4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’ s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of theContract. b. Insurance must be maintained for at least five (5) years after completion of theServices. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase extended reporting” coverage for a minimum of five (5) years after completion of theServices.

EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
455
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Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022

OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:

Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers Additional Insureds”) are to be covered as additional insureds on Consultant’ s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’ s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).

Primary Coverage
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’ s insurance and shall not contribute to it.

Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.

Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City’ s option, either:
the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City.

Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better.

Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term.

Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’ s insurance policies.

Higher Insurance Limits
IfConsultant maintains broader coverage and/or higher limits than the minimums shown above, Cityshall be entitled to coverage for the higher insurance limits maintained by Consultant.

Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 456
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1 SECOND AMENDMENT TO AGREEMENT 539 BETWEEN

THE CITY OF CUPERTINO AND HINDERLITER, DE
LLAMAS AND ASSOCIATES (HdL) FOR SALES, USE

AND TRANSACTIONS TAX AUDIT SERVICES
This Second Amendment to Agreement 539 between the City of Cupertino and Hinderliter, de Llamas and Associates (HdL) is by and between the City of Cupertino, a municipal corporation hereinafter " City") and Hinderliter, de Llamas and Associates, a California Corporation Contractor”) whose address is 120 S. State College Blvd., Suite 200, Brea, CA 92821, and is made with reference to the following:

RECITALS:

A. On July 08, 2020 Agreement 539 (“Agreement”) was entered into by and between City and Contractor for Hinderliter, de Llamas and Associates a California Corporation for Sales, Use and Transactions Tax audit services.

B. On June 28, 2022 the City and Contractor entered the First amendment to the original agreement and the original agreement and first amendment are collectively referred to as Agreement”.

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

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

1. A new paragraph is added to the Agreement under Section 6 and reads as follows:

Paragraph 6.1 Section 7056 – Confidentiality Requirements Section 7056 of the State of California Revenue and Taxation code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. This section specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales, Use and Transactions Tax records.

The following conditions specified in Section 7056 (b), (1) of the State of California Revenue and Taxation Code are hereby made part of this agreement.

A. CONSULTANT is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to CITY pursuant to contract under the Bradley- Burns Uniform Sales and Use Tax Law.

B. CONSULTANT is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information. 457
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2 C. CONSULTANT is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement.

D. CONSULTANT is prohibited from retaining the information contained in or derived from those sales or transactions and use tax records, after this Agreement has expired.

Information obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056 ( b) of the Revenue and Taxation Code. The resolution shall designate the CONSULTANT as a person, authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 b), (1) of the Revenue and Taxation Code.

2. 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
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3 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
By
Title
Date

APPROVED AS TO FORM
Acting City Attorney
ATTEST:

City Clerk
Date

HINDERLITER, DE LLAMAS AND

ASSOCIATES
By
Title
Date
Andrew Nickerson
President/ CEO
08/02/22
Director of Administrative Services
08/ 02/ 22
Michael Woo
08/ 02/ 22
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1 THIRD AMENDMENT TO AGREEMENT 539 BETWEEN THE CITY OF CUPERTINO AND

HINDERLITER, DE LLAMAS & ASSOCIATES FOR SALES, USE AND TRANSACTIONS

TAX AUDIT SERVICES
This Third Amendment to Agreement 539 between the City of Cupertino and HINDERLITER, DE LLAMAS & ASSOCIATES is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and HINDERLITER, DE LLAMAS & ASSOCIATES, a Limited Liability Company (“ Contractor”) whose address is 120 S. STATE COLLEGE BLVD., SUITE 200, BREA, CA 92821, and is made with reference to the following:

RECITALS:

A. On July 08, 2020 Agreement 539 (“ Agreement”) was entered into by and between City and Contractor for Sales, Use and Transactions Tax Audit Services.

B. On June 28, 2022 the City and Contractor entered the First Amendment with a term expiring on June 30, 2023.

C. On August 02, 2022, the City and Contractor entered the Second Amendment to add confidentiality requirements.

D. The Original Agreement and First Amendment are collectively referred to as Agreement” unless otherwise indicated.

E. 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. Section #3.1 of the Agreement is modified to read as follows: TIME OF PERFORMANCE.

Term. This Agreement begins on the Effective Date and ends on June 30, 2026 (“ Contract Time”), unless terminated earlier as provided herein. The City’ s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extensions does not include additional contract funds.

Extensions requiring additional contract funds are subject to the City’s purchasing policy.

2. Section #4 of the Agreement is modified to read as follows: COMPENSATION Section 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based on actual costs but that will be capped so as not to exceed $ 170, 000.00 (“ Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’ s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 460
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2 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.

IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
By
Title
Date

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date

HINDERLITER, DE LLAMAS &

ASSOCIATES
By
Title
Date
President
06/02/23
Director of Administrative Services
06/02/23
Christopher D. Jensen
06/ 02/ 23
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Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable toCity.

INSURANCE POLICIES AND MINIMUMS REQUIRED

1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $ 2,000,000 per occurrence ( ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever isgreater. b. Additional Insured coverage under Consultant's policy shall be " primary and non-contributory," will not seek contribution from City’ s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 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 selfinsurance shall be called upon to protect City as a named insured.

2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’ s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury ordisease.

Not required. Consultant has provided written verification of noemployees.

4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’ s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of theContract. b. Insurance must be maintained for at least five (5) years after completion of theServices. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase extended reporting” coverage for a minimum of five (5) years after completion of theServices.

EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
462
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Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022

OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:

Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers Additional Insureds”) are to be covered as additional insureds on Consultant’ s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’ s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).

Primary Coverage
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’ s insurance and shall not contribute to it.

Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.

Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City’ s option, either:
the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City.

Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better.

Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term.

Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’ s insurance policies.

Higher Insurance Limits
IfConsultant maintains broader coverage and/or higher limits than the minimums shown above, Cityshall be entitled to coverage for the higher insurance limits maintained by Consultant.

Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 463
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

INSURER( S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
A/C, No):

FAX
E- MAILADDRESS:

PRODUCER
A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:

Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

PROPERTY DAMAGE
BODILY INJURY ( Per accident)
BODILY INJURY ( Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON- OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANYPROPRIETOR/ PARTNER/ EXECUTIVE
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
STATUTEPER EROTHMM/ DD/ YYYY) LIMITS(

POLICY EXP(

MM/ DD/ YYYY) NUMBERTYPEEFFPOLICYPOLICY INSURANCELTRINSR OF DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $ EACH OCCURRENCE

AGGREGATE
OCCUR

CLAIMS- MADE
DED RETENTION $

PRODUCTS - COMP/ OP AGG

GENERAL AGGREGATE

PERSONAL & ADV INJURY
MED EXP ( Any one person)

EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES ( Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS- MADE OCCUR
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICY
PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE ( MM/ DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/ 03)
1988- 2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
5/25/2023
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614
WS Certificates
844- 872- 6329
certificates@woodruffsawyer. com
Berkley National Insurance Company 38911
HDLCOMP- 01
14484HinderliterdeLlamas& Hudson Excess Insurance CompanyAssociates HdL Software, LLC.
120 S. State College Blvd, Suite 200
Brea, CA 92821
2068396522
A X 1,000, 000
X 1,000, 000
15,000
1,000, 000
2,000, 000
X
Y Y TCP702275410 5/26/2023 5/26/2024
2,000, 000
A 1,000, 000
X
Y Y TCP702275410 5/26/2023 5/26/2024
A X X 000TCP7022754105/ 26/2023 5/26/2024 5,000,
5,000, 000
X
None
B
B
B
Professional Liability
Cyber Liability
Tech E&O
EET 14167 01
EET 14167 01
EET 14167 01
5/26/2023
5/26/2023
5/26/2023
5/26/2024
5/26/2024
5/26/2024
Prof Liab Agg
Cyber Limit
Tech E&O Limit
2,000, 000
2,000, 000
2,000,000
Retroactive Date for Professional Liability- 2/15/2013.

Line Of Coverage: Crime
Policy # 82556901
Effective Date 5/25/2023 - 5/26/2024
Carrier: Federal Insurance Company NAIC # 20281
Crime Limit:$ 1,000,000
See Attached...

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
10300 Torre Avenue
Cupertino CA 95014
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ACORD 101 ( 2008/ 01)
The ACORD name and logo are registered marks of ACORD
2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

HDLCOMP- 01
1 1
Woodruff Sawyer Hinderliter de Llamas & Associates
HdL Software, LLC.
120 S. State College Blvd, Suite 200
Brea, CA 92821
25 CERTIFICATE OF LIABILITY INSURANCE
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured as respects General Liability and Automobile Liability on a Primary and Non- contributory basis with a waiver of subrogation to the extent provided in the attached forms. Notice of Cancellation applies with respects General Liability to the extent provided in the attached form. 465
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POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 02 24 10 93
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 02 24 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 oo

EARLIER NOTICE OF CANCELLATION

PROVIDED BY US
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Number of Days' Notice
If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.)
For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above.
30 TCP702275410
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue
Cupertino
CA
95014
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CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 9 of 12

4. Loss Payment – Physical Damage
Coverages
At our option, we may:
a. Pay for, repair or replace damaged or
stolen property;
b. Return the stolen property, at our expense.

We will pay for any damage that results to
the "auto" from the theft; or
c. Take all or any part of the damaged or
stolen property at an agreed or appraised
value.

If we pay for the " loss", our payment will
include the applicable sales tax for the
damaged or stolen property.

5. Transfer Of Rights Of Recovery Against
Others To Us
If any person or organization to or for whom we
make payment under this Coverage Form has
rights to recover damages from another, those
rights are transferred to us. That person or
organization must do everything necessary to
secure our rights and must do nothing after
accident" or "loss" to impair them.

B. General Conditions

1. Bankruptcy
Bankruptcy or insolvency of the "insured" or the
insured's" estate will not relieve us of any
obligations under this Coverage Form.

2. Concealment, Misrepresentation Or Fraud
This Coverage Form is void in any case of
fraud by you at any time as it relates to this
Coverage Form. It is also void if you or any
other " insured", at any time, intentionally
conceals or misrepresents a material fact
concerning:
a. This Coverage Form;
b. The covered " auto";
c. Your interest in the covered "auto"; or
d. A claim under this Coverage Form.

3. Liberalization
If we revise this Coverage Form to provide
more coverage without additional premium
charge, your policy will automatically provide
the additional coverage as of the day the
revision is effective in your state.

4. No Benefit To Bailee – Physical Damage
Coverages
We will not recognize any assignment or grant
any coverage for the benefit of any person or
organization holding, storing or transporting
property for a fee regardless of any other
provision of this Coverage Form.

5. Other Insurance
a. For any covered " auto" you own, this
Coverage Form provides primary
insurance. For any covered " auto" you don't
own, the insurance provided by this
Coverage Form is excess over any other
collectible insurance. However, while a
covered " auto" which is a " trailer" is
connected to another vehicle, the Covered
Autos Liability Coverage this Coverage
Form provides for the "trailer" is:
1) Excess while it is connected to a motor
vehicle you do not own; or
2) Primary while it is connected to a
covered "auto" you own.
b. For Hired Auto Physical Damage Coverage,
any covered " auto" you lease, hire, rent or
borrow is deemed to be a covered " auto"
you own. However, any " auto" that is
leased, hired, rented or borrowed with a
driver is not a covered "auto".
c. Regardless of the provisions of Paragraph
a. above, this Coverage Form's Covered
Autos Liability Coverage is primary for any
liability assumed under an " insured
contract".
d. When this Coverage Form and any other
Coverage Form or policy covers on the
same basis, either excess or primary, we
will pay only our share. Our share is the
proportion that the Limit of Insurance of our
Coverage Form bears to the total of the
limits of all the Coverage Forms and
policies covering on the same basis.

6. Premium Audit
a. The estimated premium for this Coverage
Form is based on the exposures you told us
you would have when this policy began. We
will compute the final premium due when
we determine your actual exposures. The
estimated total premium will be credited
against the final premium due and the first
Named Insured will be billed for the
balance, if any. The due date for the final
premium or retrospective premium is the
date shown as the due date on the bill. If
the estimated total premium exceeds the
final premium due, the first Named Insured
will get a refund.
b. If this policy is issued for more than one
year, the premium for this Coverage Form
will be computed annually based on our
rates or premiums in effect at the beginning
of each year of the policy.
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POLICY NUMBER: COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsement Effective Date:

SCHEDULE
Name(s) Of Person(s) Or Organization( s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization( s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the " accident" or the "loss" under a contract with
that person or organization.

TCP702275410
Hinderliter de Llamas & Associates
05/26/2023
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue
95014CACupertino
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POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 24 04 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

ELECTRONIC DATA LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES

POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART

RAILROAD PROTECTIVE LIABILITY COVERAGE PART

UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS

SCHEDULE
Name Of Person(s) Or Organization(s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV – Conditions:

We waive any right of recovery against the person(s)
or organization( s) shown in the Schedule above
because of payments we make under this Coverage
Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against
such person(s) or organization( s) prior to loss. This
endorsement applies only to the person(s) or
organization( s) shown in the Schedule above.

TCP702275410
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue
Cupertino 95014CA
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POLICY NUMBER: COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsement Effective Date:

SCHEDULE
Name Of Person(s) Or Organization( s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an " insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II –
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I – Covered Autos
Coverages of the Auto Dealers Coverage Form.

TCP702275410
Hinderliter de Llamas & Associates
05/26/2023
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 95014CACupertino10300TorreAvenue
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POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 20 26 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED

PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization( s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", " property damage" or " personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:

1. In the performance of your ongoing operations;
or

2. In connection with your premises owned by or
rented to you.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

TCP702275410
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue
Cupertino
CA
95014
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05/30/ 2023
Marsh Affinity
a division of Marsh USA LLC.

PO BOX 14404
Des Moines, IA 50306- 9686
Marsh Affinity
800-743-8130
ADPTotalSource@marsh. com
AIU Insurance Company 19399
A
07/01/ 2023 07/ 01/ 2024
2,000, 000
2,000, 000
2,000, 000
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F:

Hinderliter de Llamas & Associates
120 S State College Blvd Suite 200
Brea, CA 92821
CAX WC 034279274
All worksite employees working for Hinderliter de Llamas & Associates paid under ADP TOTALSOURCE, INC.' s payroll, are covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
10300 Torre Avenue
Cupertino, CA 95014
X
476
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WAIVER OF SUBROGATION IN FAVOR OF The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
10300 Torre Avenue
Cupertino, CA 95014
07/01/2023 WC 034279274 CA
AIU Insurance Company
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F:

Hinderliter de Llamas & Associates
120 S State College Blvd Suite 200
Brea, CA 92821
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CITY OF CUPERTINO
Agenda Item
23-12758 Agenda Date: 5/21/2024
Agenda #: 10.

Subject: City Manager’s Third Quarter Financial Report for Fiscal Year 2023-24

1. Receive the City Manager’s Third Quarter Financial Report for Fiscal Year 2023-24; and

2. Adopt Resolution No. 24-048 and Budget Modification 2324-340 decreasing appropriations by $464,980 and increasing revenues by $20,010,094
Presenters: Kristina Alfaro, Director of Administrative Services and Thomas Leung, Budget Manager
CITY OF CUPERTINO Page 1 of 1 Printed on 5/15/2024
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CITY COUNCIL STAFF REPORT
Meeting: May 21, 2024
Subject
City Manager’s Third Quarter Financial Report for Fiscal Year 2023-24 Recommended Action

1. Receive the City Manager’s Third Quarter Financial Report for Fiscal Year 2023- 24; and

2. Adopt Resolution No. 24-XXX and Budget Modification 2324-340 decreasing appropriations by $464,980 and increasing revenues by $20,010,094 Executive Summary
The Third Quarter Financial Report for Fiscal Year (FY) 2023-24 outlines the City’s financial status as of March 31, 2024.

As of the third quarter of FY 2023-24, revenue was $4.6 million, or 6% lower than last year, primarily attributed to drops in sales tax, transient occupancy tax, intergovernmental revenue, and transfers, while expenditures were $3.6 million, or 5% lower than last year, primarily due to decreases in transfers and salaries and benefits.

Key recommendations from the report include the following:
 Increase revenues by $19.4 million to account for Sales Tax revenue adjustments.  Increase the Sales Tax Repayment Reserve to $74.5 million.  Increase revenues by $327,762 and appropriations by $250,000 to account for supplemental law enforcement services.
 Increase appropriations by $200,000 to account for increased legal costs.  Decrease appropriations by $1.2 million to defund various projects.  Transfer $300,000 from the Storm Drain Improvement Fund (Fund 210) to the Capital Reserve (Fund 429) to partially fund the Calabazas Creek emergency storm drain repair project.
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2 Reasons for Recommendation
Background
On June 6, 2023, the City Council adopted the FY 2023-24 Adopted Budget, a $121.8 million spending plan funded by $110.2 million in revenue and $11.6 million in fund balance.

As described in the City Manager’s First Quarter Financial Report, the budget was revised to account for encumbrances and budget carryovers.
1 As part of the FY 2022-23 year-end
close, additional funds were carried forward to FY 2023-24, amounting to $17.1 million in encumbrances and $64.0 million in budget carryovers. The largest encumbrances were for capital projects ($3.8 million), while the largest carryovers were also for capital projects ($31.0 million) and The Rise ($19.1 million). Please refer to Attachment C for details on the carryovers.

Furthermore, the FY 2023-24 Amended Budget includes Council-approved budget adjustments from July 1 to March 31, 2024, totaling $5.2 million. It included $0.5 million in first-quarter adjustments, $0.2 million for a community resilience grant for EV chargers, and $4.4 million for capital projects and transfers.

The amended budget at the end of the third quarter is $208.1 million, funded with $152.8 million in revenue and $55.3 million in fund balance.

Third Quarter Financial Report Summary of Budget Adjustments by Fund As shown in the following chart, the amended budget is the adopted budget, plus encumbrances, budget carryovers, and Council-approved budget adjustments. The reflection of encumbrances and budget carryovers in the amended budget is a standard practice in municipal budgeting and aligns with the amounts in previous years, which have been approximately $80 million. Encumbrances and budget carryovers are

1 Encumbrances are outstanding commitments tied to unfilled purchase orders or contracts, which are rolled over to the following fiscal year until those obligations are fulfilled or terminated. Budget carryovers are unencumbered funds for unfinished projects carried over to the following fiscal year to be spent for the same purpose for which they were approved.

Fund
FY 2023-24
Adopted Budget Carryovers Encumbrances
Adjustments
Approved in 1st, 2nd,
and 3rd Quarters
FY 2023-24 Amended
Budget as of March
31, 2024
General 86,062,998 25,990,872 9,723,884 506,856 122,284,610 Special Revenue 10,401,172 14,081,926 4,101,434 1,304,470 29,889,002 Debt Service 2,677,600 - - - 2,677,600
Capital Projects 4,229,000 22,533,377 2,002,735 3,086,950 31,852,062 Enterprise 9,671,575 608,333 298,323 132,000 10,710,231 Internal Service 8,723,512 820,692 1,001,388 156,871 10,702,463 Total All Funds $ 121,765,857 $ 64,035,200 $ 17,127,764 $ 5,187,147 $ 208,115,968 480
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3 appropriations approved in prior years that have not yet been spent and are still required for ongoing projects or obligations.

Please refer to Attachment C for detailed descriptions of the budget adjustments. 481
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4 Discussion
The Third Quarter Financial Report, reported as of March 31, 2024, is a critical tool for the City to evaluate its current revenue outlook and make necessary adjustments to the budget in response to changing spending priorities. It provides an overview of the City's budget status, including its revenue outlook, expenditure patterns, and other key financial metrics. Additionally, the report helps the City ensure that it stays on track toward achieving its goals and objectives by providing valuable insights into the City's financial performance. By using this information to make informed decisions and take appropriate actions, the City can maintain its fiscal sustainability.

There are minimal requests for funding in the third quarter report. In addition, staff is also recommending defunding projects that have either been canceled or completed under budget and increasing sales tax revenue to better align year-end actuals with the budget.

The City will continue to closely monitor revenue and expenditure trends in the coming months. This ongoing analysis is critical to ensuring that the City's budget remains responsive to the needs of its constituents and is aligned with the City's goals and objectives. By proactively managing its budget, the City can remain fiscally responsible and provide essential services and programs to its community.

Fund
FY 2023-24 Amended
Budget as of March
31, 2024
Requested Third
Quarter Revenue
Adjustments
Year-End Revenue
Projections
General 114,131,269 19,710,094 133,841,363
Special Revenue 13,940,982 - 13,940,982
Debt Service 2,677,600 - 2,677,600
Capital Projects 6,954,691 300,000 7,254,691
Enterprise 6,744,789 - 6,744,789
Internal Service 8,332,260 - 8,332,260
Total All Funds $ 152,781,591 $ 20,010,094 $ 172,791,685 Fund
FY 2023-24 Amended
Budget as of March
31, 2024
Requested Third
Quarter Expenditure
Adjustments
Year-End
Expenditure
Projections
General 122,284,610 (624,106) 121,660,504
Special Revenue 29,889,002 250,000 30,139,002
Debt Service 2,677,600 - 2,677,600
Capital Projects 31,852,062 - 31,852,062
Enterprise 10,710,231 (691) 10,709,540
Internal Service 10,702,463 (90,183) 10,612,280
Total All Funds $ 208,115,968 $ (464,980) $ 207,650,988 482
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5 General Fund
The chart below shows amended budget, third quarter, and year-end revenues and expenditures.
4-Year Comparison of Revenues, Expenditures, and Changes to Fund Balance ($ in millions)
The General Fund's historical financial data indicates that amended expenditures have often exceeded amended revenues, leading to a decrease in fund balance. However, when we look at actual revenues and expenditures, we have historically seen an increase to fund balance.

By continuing to monitor and manage its financial resources effectively, the City can ensure that it maintains an appropriate fund balance in the General Fund.

Revenue
General Fund revenue is $4.6 million, or 6%, lower than the same time last year due to changes in the City’s revenue sources as shown in the following table. 483
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6 Comparison of FY 2022-23 and FY 2023-24 Third Quarter Revenues General Fund
Sales Tax revenue is $22.7 million, representing a 16% decrease from the previous year.

This decline was primarily due to the timing of payments from the California Department of Tax and Fee Administration (CDTFA), which are received two months in arrears. To provide some context, sales tax revenues for FY 2022-23 correspond to July 2022 to March 2023, while revenues for FY 2023-24 correspond to July 2023 to February 2024.

For FY 2023-24, the City budgeted $11.4 million in sales tax revenue, a significant reduction from prior years as the CDTFA audit of a taxpayer was projected to result in a $30 million loss in sales tax revenue. In October, the City received a letter from the CDTFA confirming the loss in sales tax; the CDTFA determined that the sales tax reported by the taxpayer was significantly overstated to the City, requiring the sales tax to be reallocated to other jurisdictions beginning April 2021 and continuing onwards. However, the taxpayer continues to allocate the sales tax to Cupertino, resulting in the City continuing to receive the sales tax revenue in dispute. Due to the uncertainty surrounding these revenues, the disputed sales tax revenue will be set aside in a designated Sales Tax Repayment Reserve.

Property Tax revenue increased by $0.6 million, or 3%, compared to last year. In 2023-24, the City’s property tax roll grew $1.411 billion, or 4.57%, year-over-year, compared to

6.65% for the county. The bulk of the increase was due to increases in residential properties by $1.3 billion, or 6.8%. This category makes up 62.4% of the net taxable value.

Unsecured property tax increased by $76 million, or 7.1%. This category makes up 3.5% of the net taxable value. Lastly, commercial property values decreased by $91.5 million, or 1%. This category makes up 28.3% of the net taxable value.

Revenue Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
05 - Sales tax 26,967,633 22,656,734 (4,310,900) -16%
10 - Property tax 19,454,531 20,013,678 559,147 3%
15 - Transient occupancy 4,516,559 3,709,880 (806,679) -18% 20 - Utility tax 2,860,234 2,632,359 (227,876) -8%
25 - Franchise fees 1,760,801 1,988,532 227,731 13%
30 - Other taxes 959,183 1,083,647 124,464 13%
35 - Licenses and permits 3,036,669 3,029,170 (7,499) 0% 40 - Use of money and property 1,992,612 2,585,626 593,013 30% 45 - Intergovernmental revenue 1,299,052 607,301 (691,751) -53% 50 - Charges for services 8,000,003 8,556,641 556,638 7% 55 - Fines and forfeitures 222,066 233,698 11,632 5%
60 - Miscellaneous 1,173,421 1,408,477 235,055 20%
65 - Transfers in 861,140 111,000 (750,140) -87%
70 - Other financing sources 65,655 0 (65,655) -100%
Total $ 73,169,559 $ 68,616,741 $ (4,552,818) -6%
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7 As of June 2023, statewide home sales volume has declined for the last 9 months, due to high interest rates and low inventory. There were 19.7% fewer home sales in June than in June 2022; 46.5% fewer than at the peak in 2021. The state median home price in June was $838,260. This is 2.4% below the median a year ago, a smaller annual decline than in recent months. 2022 sale prices impacted values on the 2023/24 tax rolls. Value changes from 2023 sales through June are trending up each month but are below 2022 levels. The median sale price of Cupertino detached single-family homes from January through August 2023 was $2,900,000, a decrease of -$32,500 (-1.1%) from 2022's median sale price.

The City’s property tax base remains strong and HdL, the City’s property tax consultant, is currently projecting property taxes over the next five years as shown in the table below.

Transient Occupancy Tax (TOT) revenue decreased by $0.8 million, or 18%, compared to the previous year due to decreased travel, and is still lower than pre-pandemic levels. The average daily rates and occupancy rates for hotels are now closer to pre-pandemic levels, as shown in the table below.

FY 2023-24 FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28
31,223,141 32,324,317 33,606,651 35,024,886 36,531,087 485 CC 05-21-2024
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8 Average Daily Rates and Occupancy Rates by Month
Hotels in Cupertino
Although TOT revenues have mostly recovered from the pandemic, the City's TOT revenues may continue to be affected in the long term due to telework and decreased business travel. Headwinds in the tech industry have resulted in layoffs and reduced spending in areas such as travel. Staff will continue to monitor economic regulations and other factors and report back on their impact on TOT revenues as part of the quarterly financial reports.

Utility Tax decreased by approximately $228,000, or 8%, over the previous third quarter period due to the timing of Utility User Tax (UUT) payments recorded.

Franchise Fees increased by approximately $228,000, or 13%. While the Franchise Fees show an increase, this was due to a one-time overpayment for October 2023 that was corrected with an underpayment in January 2024.

Other Taxes increased by approximately $124,000, or 13% primarily due to an increase in the collection of business license taxes and construction taxes. 486
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9 Licenses and Permits decreased by approximately $7,500, or 0%, which is a nominal change from the prior year.

Use of Money and Property increased by approximately $0.6 million, or 30%, due to increased interest earnings from the City’s investment portfolio.

Intergovernmental Revenue decreased by $0.7 million, or 53%, over the same period last year as all remaining American Rescue Plan Act revenue was recognized in FY 2022-23.

Charges for Services increased by $0.6 million, or 7%, driven mainly by decrease in Cost Allocation expenses.

Fines and Forfeitures increased by $12,000, or 5%, primarily due to increased citations administered over the prior year.

Miscellaneous Revenue increased by approximately $235,000, or 20%, primarily due to the timing of a payment for sheriff services.

Transfers In decreased by $0.8 million, or 87%, due to the one-time transfer-in of funds received in the first quarter of the prior year to General Fund departments for a 10% nonMeasure B local match for the I-280/Wolfe Road Interchange Improvements Project.

Other Financing Sources remain budgeted at zero dollars due to the timing of refundable deposit revenues received.

Expenditures
General Fund expenditures are down $3.6 million, or 5%, when compared to the same time last year. The following table shows the differences between General Fund expenditures as of the third quarter in the current fiscal year and the prior fiscal year:

Comparison of FY 2022-23 and FY 2023-24 Third Quarter Expenditures General Fund
Expenditure Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
05 - Employee compensation 16,079,178 15,762,745 (316,433) -2% 10 - Employee benefits 7,571,464 6,889,681 (681,783) -9% 15 - Materials 3,646,725 3,453,648 (193,077) -5%
20 - Contract services 17,894,031 20,332,877 2,438,846 14% 25 - Cost allocation 7,789,471 7,693,242 (96,229) -1%
30 - Capital outlays 16,293 436,373 420,081 2578%
31 - Special projects 1,963,361 2,367,480 404,118 21%
35 - Contingencies 277 - - 0%
45 - Transfer out 11,996,300 6,595,284 (5,401,016) -45% 50 - Other financing uses 403,660 183,536 (220,124) -55% Total $ 67,360,760 $ 63,714,866 $ (3,645,617) -5%
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10 Salary and Benefits have decreased by approximately $1 million, or 4%. This decrease in compensation and benefits is primarily due to staff vacancies and the elimination of vacant positions in the FY 2023-24 Adopted Budget.

Materials costs have decreased by approximately $193,000, or 5%, primarily due to a decrease in general supplies offset by Public Works water and electricity costs.

Contract Services have increased by approximately $2.4 million, or 14%, primarily driven by the City’s community shuttle program and a rise in the City’s law enforcement contract with the Santa Clara County Sheriff’s Office.

Cost Allocation decreased by approximately $96,000, or 1%, primarily due to decreased Public Affairs and City Attorney Cost Allocation Plan (CAP) charges. 2 Capital Outlay costs increased by approximately $420,000, or 2578% mainly due to increased capitalizable facilities costs.

Special Projects increased by approximately $404,000, or 21%, due to fluctuations in onetime expenditures.

Contingencies were higher last year due to a leaf blower postcard printing expense.

Transfers Out decreased by approximately $5.4 million, or 45%, due to a transfer of funds to the Capital Reserve in FY2022-23 and a decrease in the transfer out to I&T Infrastructure in FY 2023-24.

Other Financing Uses decreased by approximately $220,000, or 55%, due to refundable deposit on-call contracts and special contracts in the Community Development Department contracts for environmental reviews and the Main Street Parking Study.

Special Revenue Funds
Revenue
Special Revenue Funds revenue is $1.2 million, or 15%, higher than the same time last year primarily due to an increase in intergovernmental revenue.

2 The cost allocation plan (CAP) allocates indirect and overhead costs to the departments that benefit from them. Costs incurred by central service providers (e.g., City Manager's Office, City Attorney's Office, Finance, Human Resources, Facilities, etc.) are charged to the departments that benefit from the services (e.g., Parks & Recreation). The purpose of the CAP is to help the City to determine the true cost of providing services. 488
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11 Comparison of FY 2022-23 and FY 2023-24
Special Revenue Funds Third Quarter Revenues
Other Taxes decreased by approximately $0.6 million, or 71%, primarily due to decreased park dedication fees received in the prior third quarter period for Alan Row.

Use of Money and Property increased by approximately $47,000, or 10%, due to increased interest earnings from the City’s investment portfolio.

Intergovernmental Revenue increased by approximately $1.3 million, or 53%, due to reimbursement from Measure B funds for 2022 pavement maintenance received during the current year mid-year period.

Charges for services decreased by approximately $52,000, or 5%, primarily due to revenues received in the prior third quarter period for a traffic impact fee related to the Alan Row project, in addition to a larger than average environmental storm drain clean-up reimbursement received last third quarter period.

Fines and forfeitures were relatively unchanged from the prior third year period.

Transfers In increased by approximately $424,000, or 14%, due to increased transfers to the Transportation Fund and capital projects.

Interfund transfers are the movement of cash between one or more funds. As part of the Adopted Budget process, transfers from the General Fund to other City funds serve as operating subsidies to ensure that each fund has a positive fund balance at the end of the fiscal year. Additionally, when Capital Improvement Program (CIP) projects are authorized by City Council, a transfer from the Capital Reserve to the appropriate fund is necessary to record the costs and activities of the project. For more information on the City’s operating and capital transfers, refer to pages 625-627 and 632-633 of the FY 2023- 24 Adopted Budget.

Revenue Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
30 - Other taxes 818,126 240,770 (577,356) -71%
40 - Use of money and property 479,815 527,334 47,519 10% 45 - Intergovernmental revenue 2,510,931 3,839,401 1,328,469 53% 50 - Charges for services 994,276 942,674 (51,602) -5%
55 - Fines and forfeitures - 971 971 N/A
60 - Miscellaneous 2,000 5,447 3,447 172%
65 - Transfers in 3,025,000 3,449,019 424,019 14%
Total $ 7,830,149 $ 9,005,616 $ 1,175,467 15%
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12 Expenditures
Special Revenue Funds expenditures are $3.1 million, or 31%, lower than the same time last year due primarily to decreases in capital outlays and special projects.

Comparison of FY 2022-23 and FY 2023-24 Third Quarter Expenditures Special Revenue Funds
Salary and Benefits decreased by approximately $0.2 million, or 10%, primarily due to staff vacancies.

Materials decreased by approximately $0.04 million, or 9% primarily due to decreased Transportation expenditures.

Contract Services decreased by approximately $0.03 million, or 6%, primarily due to a decrease in street pavement maintenance.

Cost Allocation remained relatively unchanged compared to this time last year.

Capital Outlays decreased by approximately $1.7 million, or 45%, due to the Orange Avenue Sidewalk Improvements and Memorial Park Pond Repurposing projects in FY2022-23 offset by the Pumpkin/Fiesta Storm Drain project in FY2023-24.

Special Projects decreased by approximately $0.9 million, or 51%, due to a decrease in the Annual Asphalt project offset by an increase in the Annual Sidewalk, Curb, & Gutter project.

Transfers Out decreased by $0.2 million, or 32%, primarily due to a transfer from the Park Dedication Fund to the Capital Improvement Fund for the Memorial Park Specific Plan in FY 2022-23.

Debt Service Funds
Revenue
Debt Service Funds revenue is similar to last year.

Expenditure Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
05 - Employee compensation 1,346,821 1,217,194 (129,628) -10% 10 - Employee benefits 661,455 580,955 (80,500) -12%
15 - Materials 444,948 405,943 (39,005) -9%
20 - Contract services 511,752 479,841 (31,911) -6%
25 - Cost allocation 893,675 915,461 21,785 2%
30 - Capital outlays 3,784,754 2,079,958 (1,704,796) -45% 31 - Special projects 1,811,335 879,776 (931,559) -51%
35 - Contingencies - - - N/A
45 - Transfer out 561,140 382,951 (178,189) -32%
Total $ 10,015,881 $ 6,942,078 $ (3,073,803) -31%
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13 Comparison of FY 2022-23 and FY 2023-24 Third Quarter Revenues Debt Service Funds
Expenditures
Debt Service Funds expenditures are similar to last year.

Comparison of FY 2022-23 and FY 2023-24 Third Quarter Expenditures Debt Service Funds
Capital Projects Funds
Revenue
Capital Projects Funds revenue are higher than last year due to increased transfers to fund capital projects.

Comparison of FY 2022-23 and FY 2023-24 Third Quarter Revenues Capital Projects Funds
Expenditures
Capital Projects Funds expenditures increased by $2.7 million, or 69% due to increased transfers to fund capital projects and reduced expenditures for capital projects.

Revenue Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
65 - Transfers in 2,675,800 2,677,600 1,800 0%
Total $ 2,675,800 $ 2,677,600 $ 1,800 0%
Expenditure Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
20 - Contract services 1,500 1,500 - 0%
40 - Debt services 360,400 321,300 (39,100) -11%
Total $ 361,900 $ 322,800 $ (39,100) -11%
Expenditure Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
20 - Contract services 1,500 1,500 - 0%
40 - Debt services 360,400 321,300 (39,100) -11%
Total $ 361,900 $ 322,800 $ (39,100) -11%
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14 Comparison of FY 2022-23 and FY 2023-24 Third Quarter Expenditures Capital Projects Funds
Enterprise Funds
Revenue
Enterprise Funds revenue decreased by $0.6 million, or 11%, lower than the same time last year due to primarily to decreased transfers in.

Comparison of FY 2022-23 and FY 2023-24 Third Quarter Revenues Enterprise Funds
Use of Money and Property decreased by $27,000, or 5%, due to decreases in field permit rentals and decreased interest earnings from the City’s investment portfolio.

Intergovernmental Revenue decreased by $84,000, or 100% as there was a one-time grant to assist with meeting the requirements of Senate Bill (SB) 1383, the State’s Short-Lived Climate Pollutant Reduction Strategy in FY 2022-23.

Charges for services decreased by $93,000, or 2%, primarily due to decreased revenues from Parks and Recreation programs and classes.

Transfers In decreased by $0.4 million, or 100%, due to decreased transfers from the General Fund.

Expenditures
Overall expenditures remained relatively unchanged from the same time last year.

Expenditure Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
05 - Employee compensation 4,757 - (4,757) -100%
10 - Employee benefits 1,933 - (1,933) -100%
20 - Contract services 262,137 183,363 (78,774) -30%
30 - Capital outlays 2,773,244 2,035,916 (737,328) -27% 45 - Transfer out 823,600 4,327,785 3,504,185 425%
Total $ 3,865,671 $ 6,547,063 $ 2,681,392 69%
Revenue Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
40 - Use of money and property 496,321 469,561 (26,760) -5% 45 - Intergovernmental revenue 83,693 - (83,693) -100%
50 - Charges for services 4,620,564 4,527,100 (93,463) -2% 60 - Miscellaneous - 11,310 11,310 N/A
65 - Transfers in 399,600 (399,600) - -100%
Total $ 5,600,178 $ 5,007,971 $ (592,207) -11%
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15 Comparison of FY 2022-23 and FY 2023-24 Third Quarter Expenditures Enterprise Funds
Salary and Benefits increased by approximately $0.1 million, or 7%, primarily due to negotiated cost-of-living adjustments approved by the City Council in November 2023.

Materials decreased by approximately $55,000, or 18%, primarily due to decreases in general supplies and small tools and equipment.

Contract Services decreased by approximately $0.3 million, or 9%, primarily due to decreases in programs and classes provided by Parks and Recreation.

Cost Allocation increased by approximately $0.1 million, or 19%, primarily due to increased equipment reimbursement and CAP charges.

Capital Outlays increased by $14,000, or 3,997%, due to the sports center restroom floor replacement project.

Special Projectsincreased by approximately $0.2 million, or 102%, due to projects that differ in scope and timing from year to year.

Other Financing Uses decreased by approximately $0.1 million, or 100%, due to lower depreciation expenses.

Internal Service Funds
Revenue
Internal Service Funds revenue decreased by $2.3 million, or 33%, lower than the same time last year due to decreases in transfers in.

Expenditure Category
Third Quarter
2023
Third
Quarter Variance ($) Variance (%)
05 - Employee compensation 1,155,270 1,256,052 100,783 9% 10 - Employee benefits 440,608 452,500 11,893 3%
15 - Materials 302,854 247,797 (55,057) -18%
20 - Contract services 3,266,983 2,960,944 (306,040) -9% 25 - Cost allocation 592,454 704,519 112,064 19%
30 - Capital outlays 342 13,995 13,653 3997%
31 - Special projects 204,587 414,232 209,645 102%
45 - Transfer out 20,000 - 20,000 N/A
50 - Other financing uses 121,508 (121,508) - -100%
Total $ 6,084,605 $ 6,070,039 $ (14,566) 0%
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16 Comparison of FY 2022-23 and FY 2023-24 Third Quarter Revenues Internal Service Funds
Use of Money and Property remained relatively unchanged from the same time last year.

Charges for Services remained relatively unchanged from the same time last year.

Transfers In decreased by $2.0 million, or 59%, due to decreased transfers from the General Fund to the Innovation & Technology and Compensated Absences Fund.

Other Financing Sources decreased by $328,000, or 100%, due to decreased vehicle/equipment replacement and worker’s compensation expenses.

Expenditures
Internal Service Funds expenditures decreased by $0.2 million, or 4%, lowerthan the same time last year due primarily to decreases in other financing uses.

Comparison of FY 2021-22 and FY 2022-23 Third Quarter Expenditures Internal Service Funds
Salary and Benefits remain relatively unchanged than the same time last year.

Revenue Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
40 - Use of money and property 108,372 108,884 512 0%
50 - Charges for services 3,121,185 3,121,230 44 0%
60 - Miscellaneous - 5,666 5,666 N/A
65 - Transfers in 3,419,500 1,417,684 (2,001,816) -59%
70 - Other financing sources 327,787 - (327,787) -100%
Total $ 6,976,844 $ 4,653,463 $ (2,323,381) -33%
Expenditure Category
Third Quarter
2023
Third Quarter
2024 Variance ($) Variance (%)
05 - Employee compensation 1,338,785 1,381,919 43,134 3% 10 - Employee benefits 1,618,046 1,568,233 (49,813) -3% 15 - Materials 995,082 1,142,394 147,312 15%
20 - Contract services 1,075,411 1,160,875 85,465 8%
25 - Cost allocation 46,532 43,217 (3,315) -7%
31 - Special projects 458,435 555,924 97,489 21%
35 - Contingencies - - - N/A
45 - Transfer out - 76,000 76,000 N/A
50 - Other financing uses 616,021 - (616,021) -100%
Total $ 6,148,312 $ 5,928,563 $ (219,750) -4%
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17 Materials increased by $147,000, or 15%, mainly due to increases in Innovation & Technology software expenditures.

Contract Services increased by $85,000, or 8%, largely due to increases in Innovation & Technology software services.

Special Projects increased by $97,000, or 21%, due to projects that differ in scope and timing from year to year.

Transfers Out increased by $76,000 due to transfers from the General Fund for City Work Program – License Plate Readers and Senior Center Access Controls.

Other Financing Uses decreased by $616,000 due to decreased depreciation expenses. 495
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18 Budget Adjustment Requests
The City's departments regularly evaluate their budget expenditures throughout the fiscal year to ensure they stay within their budget appropriations. In case of any variance, they can request budget adjustments as necessary as part of the quarterly reports.

As of the third quarter, some departments are requesting budget adjustments to ensure that they stay within their budget appropriations by year-end. In addition, staff is also recommending defunding some projects and adjusting sales tax to align the budget with year-end actuals. The recommended adjustments are summarized below.

Recommended Budget Adjustments
Adjust Sales Tax Revenue
The City has planned for a significant decrease in sales tax revenue due to a decision by the California Department of Tax and Fee Administration (CDTFA). This decision outlined both a repayment for previously received sales tax and an ongoing reduction totaling around $30 million. In October 2023, the City received a determination letter from 496
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19 the CDTFA, specifying a potential repayment amount up to April 2023. Utilizing this information, the City's staff estimated likely payments until June 2023, leading the City Council to approve the creation of a $56.5 million sales tax repayment reserve to cover this obligation.

Currently, Sales Tax revenues have surpassed initial forecasts because the taxpayer in question has maintained their reporting practices, and the City continues to receive disputed sales tax revenue. Recent projections from HdL, the City’s sales tax consultant, suggest an expected revenue of $30.8 million in FY 2023-24, significantly higher than the initially budgeted $11.4 million, which accounted for a decrease due to the CDTFA audit.

Given these developments, staff proposes revising the estimate for sales tax revenue upward by $19.4 million. As this additional revenue is in dispute with the CDTFA, it will be allocated to the Sales Tax Repayment Reserve.

Supplemental Law Enforcement Services
Private entities may request standby law enforcement services through the City for special events or crime deterrence. In FY 2023-24, the actual number of requests received by private entities exceeded the original estimate significantly due to increased special events. The one-time increase is approximately $250,000. Expenditures are offset by revenues from the private entities requesting the service, including a 15% administrative fee. All actual expenditures will be recovered.

Increased Legal Costs
Increased estimated legal costs due to higher-than-anticipated litigation costs.

Defunding Projects
The following projects are defunded because they were completed under budget or are proposed to be cancelled due to budget reductions.

Defund - CWP Analyze Potential Revenue Measures
On February 21, 2024, City Council approved staff’s recommendation to forego opinion polling and additional efforts at a November 2024 revenue-generating ballot initiative. As a result, staff is looking to defund the remaining funds.

Defund - CWP Cyber Security Public Education
Partial Defund of Cyber Security Public Education 2023 completed project. Staff successfully carried out the one-time community event on September 16, 2023.

Defund - FY 2022-23 Software Budget Carryover
Defund of an approved FY 2022-23 software carryover. The budget was requested to fund the ERP implementation and hire adjunct staffing needed to assist with migrating data, 497
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20 performing quality checks, and training. Due to budget reductions, this project was not implemented, and I&T is looking to defund as part of Third Quarter.

Defund - FY 2022-23 Training Budget Carryover
Defund of an approved FY 2022-23 training carryover. The budget was requested to fund ERP Evaluation training and webinar workshops. Due to budget reductions, this project was not implemented, and I&T is looking to defund as part of Third Quarter.

Defund - Performance Management App Project
Defund of the Performance Management App project, approved of part of the FY 2021-22 Adopted Budget. Due to budget reductions, this project was not implemented, and I&T is looking to defund as part of Third Quarter.

Defund - Project Dox Project
Partial defund of Project Dox move to SaaS environment. Staff successfully negotiated pricing. I&T is looking to defund the remaining funds as part of Third Quarter.

Defund - ERP Phase III
Defund of Enterprise Resource Planning (ERP) Phase III Implementation due to budget reductions. I&T is looking to defund the project as part of Third Quarter.

Defund - Security Framework and Audit
Partial defund of project. Staff have completed the agreement and are looking to defund the remaining funds as part of Third Quarter.

Defund - Council Voting System and Timer
As part of the FY 2020-21 Adopted Budget, Council approved the Council Voting System and Timer project. The project scope consisted of replacing the current technology to record votes and time oral communications. After funds were approved, the project was on hold until a Software-as-a-Service (SaaS) solution was available, thus the budget was carried over. Due to budget reductions, staff did not implement a solution and are looking to defund the project as part of Third Quarter.

Defund - Public Bike Smart Rack DockTech
Staff did not implement a solution due to budget reductions and are looking to defund the project as part of Third Quarter.

Defund - Facility Battery
Partial defund of project. Staff have procured a Facility Battery and are defunding the remaining funds as part of Third Quarter.

Defund - Support for the Unhoused
The City successfully received a County grant of $50,000 to offset part of the original budget, so the Support for the Unhoused budget will be reduced from $100,000 to $50,000. 498
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21 Defund - Overpasses and Medians Trench Work
Staff did not implement a solution due to service level reductions and is looking to defund the project as part of Third Quarter.

Defund - City Hall Electrical Preventative Maintenance
The City Hall Electrical Preventative Maintenance project was completed under budget in November 2023. Staff requests to defund the remaining balance of $9,500.

Defund - Shuttle Pilot Program
The Community Shuttle Pilot Program (Via) was completed under budget. Staff requests to defund the remaining balance of $10,574.

Defund - Traffic Engineering Adaptive Traffic Signaling The Traffic Engineering Adaptive Signaling project was completed under budget in August 2023. Staff requests to defund the remaining balance of $5,970.

Defund - Traffic Signal Maintenance Adaptive Signaling
The Traffic Signal Maintenance Adaptive Signaling project (controller software upgrades) was completed under budget in August 2023. Staff requests to defund the remaining balance of $16,042.

Defund - Sustainable Infrastructure Audit
Staff did not implement a solution due to budget reductions and are looking to defund the project as part of Third Quarter.

Defund - 4H Fence
The 4H perimeter fence project was completed under budget in September 2023. Staff requests to defund the remaining balance of $5,400.

Defund - Windscreens
The Sports Center Windscreens project was completed in September 2023. Staff requests to defund the remaining balance of $691.

Transfer from Storm Drain Improvement (210) to Capital Reserve (429) Calabazas Creek emergency storm drain repairs were originally funded by a transfer from the Capital Reserve (Fund 429). After project completion, staff reviewed other available funding sources and concluded that the Storm Drain Improvement Fund (Fund 210) would be an appropriate funding source as this is funded by the Capital Reserve for storm drain projects. Staff is recommending that $300,000 be transferred from Fund 210 to Fund 429. The additional costs of the project $460,000 will be funded by $300,000 from Fund 210 and $160,000 from Fund 429. If approved, Fund 210 is estimated to end the fiscal year with $50,000 in fund balance.
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22 Fund Balance
The General Fund ended FY 2021-22 with total fund balance of $110.2 million. Staff anticipates the General Fund will end FY 2022-23 with $138.8 million in fund balance, an increase of $28.7 million from the prior year due to FY 2022-23 ending with revenues higher than expenditures.

As of third quarter, staff anticipates the General Fund will end FY 2023-24 with $160.7 million in fund balance. It’s important to note that the only portion available for use, according to City policy, is unassigned funds. Committed funds, such as the Sales Tax Repayment Reserve, are set aside for specific purposes determined by City Council resolution. Restricted funds, such as the Section 115 Pension Trust, are allocated for specific purposes stipulated by external resource providers. Assigned funds are reserved for encumbrances. Of the total fund balance, $37.3 million is unassigned and available to be used.

Approximately $10.7 million of unassigned fund balance is attributed to Vallco Town Center plan check and building inspection revenues that were carried over. These revenues will continue to be carried over each year until the services are rendered, and the revenues are recognized.

On October 10, 2023, the City established a committed Sales Tax Repayment Reserve with an initial allocation of $56.5 million. This reserve is designed to address a potential adverse CDTFA decision and the uncertain outcome of the anticipated legal challenge. Committed fund balance, as described on page 165 of the FY 2023-24 Adopted Budget, “includes amounts that can only be used for the specific purposes determined by formal action of the City’s highest level of decision-making authority, the City Council. Commitments may be changed or lifted only by the City taking the same formal action (resolution) that imposed the constraint originally.”
The reserve was funded as follows:
 $40.5 million from General Fund Unassigned fund balance.  $10.0 million from the General Fund Committed Capital Projects Reserve.  $6.0 million from the General Fund Committed Economic Uncertainty Reserve.

The initial allocation to the Sales Tax Repayment Reserve was $56.5 million, accounting for disputed sales tax revenue received between April 1, 2021, and June 30, 2023.

Anticipating receiving additional disputed sales tax revenue by June 30, 2024, staff proposes increasing the Sales Tax Repayment Reserve to $74.5 million. 500
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23 General Fund Classification of Fund Balance
To date, the City’s external auditors have not completed their review of the City’s financials. Revenue, expenditure, and fund balance totals listed in this report are preliminary and subject to change after a full review by the City’s auditors. City Staff does not anticipate many, if any, changes to these figures. In the FY 2024-25 Proposed Budget, staff intends to update the Economic Uncertainty Reserve annually to align with the policy of 2 months of expenditures plus 1.5 months of revenues.

Per the City’s Fund Balance Policy, unassigned fund balance over $500,000 is to be used in the following order to replenish committed/restricted fund balances with any remaining balances to be placed in the Capital Reserve:

1. Economic Uncertainty Reserve

2. Sales Tax Repayment Reserve

3. CalPERS Reserve (Section 115 Pension Trust)

4. Sustainability Reserve

5. Unassigned
Classification 2021-22
Actual
2022-23
Year End
Projection
2023-24
Adopted
Budget
2023-24
1st Quarter
Year End
Projection
2023-24
Mid-Year
Year End
Projection
2023-24
3rd Quarter
Year End
Projection
Nonspendable
Loans Receivable 439,199 433,896 435,000 433,896 433,896 433,896 Advance to Other Funds - - - - - -
Total Nonspendable 439,199 433,896 435,000 433,896 433,896 433,896 Restricted
CASp Certification and Training 23,621 12,377 23,621 12,377 12,377 12,377 Section 115 Pension Trust 17,240,051 19,088,859 17,240,051 17,240,051 19,088,859 19,088,859 Public Access Television 1,492,810 1,565,153 1,492,810 1,565,153 1,565,153 1,565,153 Public Art In-Lieu - - - - - -
Total Restricted 18,756,482 20,666,389 18,756,482 18,817,580 20,666,389 20,666,389 Committed
Economic Uncertainty Reserve 24,000,000 24,000,000 24,000,000 24,000,000 18,000,000 18,000,000 Sales Tax Repayment Reserve - - - - 56,500,000 74,500,000 Capital Projects Reserve 10,000,000 10,000,000 10,000,000 10,000,000 - - Sustainability Reserve 127,891 127,891 127,891 127,891 127,891 127,891 Total Committed 34,127,891 34,127,891 34,127,891 34,127,891 74,627,891 92,627,891 Assigned
Reserve for Encumbrances 5,041,681 9,735,187 7,000,000 9,735,187 9,735,187 9,735,187 Total Assigned 5,041,681 9,735,187 7,000,000 9,735,187 9,735,187 9,735,187 Total Unassigned 51,804,288 73,864,369 44,090,588 77,002,877 36,680,446 37,280,415 TOTAL FUND BALANCE 110,169,541 138,827,732 104,409,960 140,117,431 142,143,808 160,743,778 501
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24 As of third quarter, all priority areas are fully funded.

Staffing
As of March 31, 2024, the FY 2023-24 Amended Budget includes a total of 212 full-time equivalent (FTE) positions.

City Manager Discretionary Fund
In the FY 2023-24 Adopted Budget, City Council approved $50,000 in funding for the City Manager Discretionary Fund. The quarterly financial reports will detail the City Manager’s use of the discretionary fund and may include recommendations to replenish depending on the extent and nature of use. As of March 31, 2024, the City Manager’s Discretionary Fund has not been used.

Carryovers and Budget Adjustments
The quarterly financial reports provide details on carryovers and budget adjustments.

Encumbrances are outstanding commitments tied to unfilled purchase orders or contracts, which are rolled over to the following fiscal year until those obligations are fulfilled or terminated. Budget carryovers are unencumbered funds for unfinished projects carried over to the following fiscal year to be spent for the same purpose for which they were approved. Budget adjustments are amendments to the budget that are approved by Council via resolution. The amended budget is the adopted budget, plus encumbrances, budget carryovers, and Council-approved budget adjustments. See Attachment C for details on carryovers and budget adjustments.

Special Projects
The quarterly financial reports provide a status update on special projects including the budget, amount spent, and estimated completion date. Special projects are operational projects, often one-time, that are budgeted in separate accounts for transparency and ease of tracking. If a special project is not completed by the end of a fiscal year, staff may request a carryover to the subsequent fiscal year. See Attachment F for FY 2023-24 special projects as of March 31, 2024.

Grants
The City entered into a contract with California Consulting in February 2019 to identify and apply for State and Federal grants on behalf of the City. The contract originated in Public Works and was transferred to Administrative Services in FY 2022-23. The goals of this pilot program were to centralize the grant function and to maximize grant opportunities. However, as part of a Citywide budget reduction strategy, the contract with California Consulting ended on June 30, 2023. With the elimination of this contract, departments are now responsible for identifying and applying for grants.

Staff provides updates on the status of grants as part of the quarterly financial reports.

During FY 2021-22, FY 2022-23, and FY 2023-24, the City applied for 27 competitive grants totaling $36.7 million. To date, the City has been awarded $42.1 million. Furthermore, 502
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25 during FY 2018-19, 2019-20, and 2020-21, the City applied for 11 additional grants totaling $11.2 million. Of these 10 grants, the City has been awarded $9.2 million. Also, during FY 2021-22, FY 2022-23, and FY 2023-24, the City applied for 24 non-competitive grants totaling $3.2 million. These numbers have been revised from prior reporting periods to reflect that the Santa Clara County Home Investment Partnership (HOME) Consortium grants are available each year. Cities in the County can apply for these funds for future Fiscal Years as a part of the County Consortium.

See Attachment G for further details on grants applied, pending, awarded, and not awarded.

Capital Improvement Program
The quarterly financial reports provide a revised estimate and update on Capital Improvement Program (CIP) projects. See Attachment H for further details.

Sustainability Impact
No sustainability impact.

Fiscal Impact
The Third Quarter Financial Report shows the City is positioned as anticipated. City staff recommends a $0.5 million decrease in appropriations, a $20.0 million increase in revenues, and a $20.5 million increase in fund balance. The City will continue to monitor its revenue and expenditure trends closely to ensure it remains on track toward achieving its budgetary goals and objectives.

California Environmental Quality Act
Not applicable.

Prepared by: Thomas Leung, Budget Manager
Reviewed by: Kristina Alfaro, Director of Administrative Services Matt Morley, Assistant City Manager
Approved for Submission by: Pamela Wu, City Manager
Attachments:

A – Fiscal Year 2023-24 Third Quarter Financial Report
B – Draft Resolution
C – Description of Carryovers and Adjustments as of March 31, 2024 D – Description of Budget Transfers as of March 31, 2024 E – FY 2023-24 Third Quarter Recommended Adjustments
F – FY 2023-24 Third Quarter Special Projects Update as of March 31, 2024 G – Competitive and Non-Competitive Citywide Grants Tracking H – FY 2023-24 Third Quarter CIP Project Status
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This Financial Report is interactive. Click on a chart to learn more.

Background
On June 6, 2023, the City Council adopted the FY 2023-24 Adopted Budget, a $121.8 million spending plan funded by $110.2 million in revenue and $11.6 million in fund balance. The adopted budget reflected a $4.0 million increase from the proposed budget, mainly due to the Capital Improvement Program, which was presented in parallel with the Operating Budget and combined once both were approved.

As described in the City Manager’s First Quarter Financial Report, the budget was revised to account for encumbrances and budget carryovers. As part of the FY 2022-23 year-end close, additional funds were carried forward to FY 2023-24, amounting to $17.1 million in encumbrances and $64.0 million in budget carryovers. The largest encumbrances were for capital projects ($3.8 million), while the largest carryovers were also for capital projects ($31.0 million) and The Rise ($19.1 million).

Furthermore, the FY 2023-24 Amended Budget includes Council-approved budget adjustments from July 1 to March 31, 2024, totaling $5.2 million. It included $0.5 million in first-quarter adjustments, $0.2 million for a community resilience grant for EV chargers, and $4.4 million for capital projects and transfers.

The amended budget at the end of the third quarter is $208.1 million, funded with $152.8 million in revenue and $55.3 million in fund balance.

Amended Budget

CITY OF CUPERTINO
FY 2023-24 Third Quarter Report
The following is the Third Quarter Financial Report, submitted by the Administrative Services Department for the period July 1, 2023 to March 31, 2024 of Fiscal Year (FY) 2023-24. It has been prepared to inform the City Council, City leadership, and the public of the City’s fiscal status. 504
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2023-24 Adopted Budget
2023-24 Amended Budget Q12023-24 Amended Budget Q22023-24 Amended Budget Q3 Fiscal Year

0.0 100.0M
200.0M

50.0M
150.0M
Dollars
Public Works
Community Development
Capital Projects
Law Enforcement
Non Departmental
Parks and Recreation
Administrative Services
Innovation & Technology
Administration
Council and Commissions
Flow of Funds Chart (in Millions)
General Fund Revenues, Expenditures, and Fund Balance
The chart below shows amended budget, third quarter, and year-end revenues and expenditures.

The General Fund's historical financial data indicates that amended expenditures have often exceeded amended revenues, leading to a decrease in fund balance. However, when we look at actual revenues and expenditures, we have historically seen an increase in fund balance.

By continuing to monitor and manage its financial resources effectively, the City can ensure that it maintains a healthy fund balance in the General Fund.
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March
2020-21 Actual
2021-22 Amended Budget Q3June
2021-22 Actual
March
2022-23 Actual
2023-24 Adopted BudgetMarch
2023-24 Actual
Fiscal Year

0.0 100.0M

25.0M

50.0M

75.0M
125.0M
Dollars
Revenues
Expenses
$4,901,875.18
Revenues Less Expenses in Mar 2024
$0
$2M
$4M
$6M
$8M
$10M
$12M
Mar 2021 Mar 2022 Mar 2023 Mar 2024
$28,658,190.73
Revenues Less Expenses in Jun 2023
$0
$5M
$10M
$15M
$20M
$25M
$30M
Jun 2021 Jun 2022 Jun 2023
General Fund Revenue and Expenditure Trends
As of March 31, 2024, General Fund revenues are $68.6 million, which represents 60% of the budgeted revenue. This revenue level is higher than the range of revenues at the Third Quarter point of the prior three years, which were between 54% and 59% of the budgeted revenues.

General Fund expenditures are $63.6 million, which accounts for 52% of the total budgeted appropriations.

This spending level is lower than the range of expenditures at the Third Quarter point of the prior three years, which were between 67% and 73% of the budgeted expenditures.

General Fund Revenues Less Expenses at Third-Quarter General Fund Revenues Less Expenses at Year End 506
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General Fund Revenues - Third Quarter Budget vs Actuals Data Updated May 14, 2024, 12:04 PM
3/2021 3/2022 3/2023 3/2024

60.12% In Revenues of $114,131,269.00 Budgeted through Mar 2024 General Fund Expenditures - Third Quarter Budget vs Actuals Data Updated May 14, 2024, 12:04 PM
3/2021 3/2022 3/2023 3/2024

52.10% In Expenses of $122,284,610.00 Budgeted through Mar 2024 As of third quarter, revenue was $4.6 million, or 6% lower than last year, primarily attributed to drops in sales tax, transient occupancy tax, intergovernmental revenue, and transfers, while expenditures were $3.8 million, or 6% lower than last year, primarily due to decreases in transfers and salaries and benefits. $68,616,741.27
Revenues in Mar 2024
$0
$20M
$40M
$60M
$80M
$100M
$120M
Mar 2021 Mar 2022 Mar 2023 Mar 2024
$63,714,866.09
Expenses in Mar 2024
$0
$20M
$40M
$60M
$80M
$100M
Mar 2021 Mar 2022 Mar 2023 Mar 2024
$68,616,741.27
Revenues in Mar 2024
Sales Tax
Property Tax
Other
Licenses and...

Transient Oc...

Charges for ...
$63,714,866.09
Expenses in Mar 2024
Contract Ser...

Employee Com...

Other
Transfers Ou...

Employee Ben...

Cost Allocat...

General Fund Revenues - Third Quarter vs Year End Actual General Fund Expenditures - Third Quarter vs Year End Actual General Fund Revenues by Type General Fund Expenditures by Type 507
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General Fund Classification of Fund Balance
The General Fund ended FY 2021-22 with total fund balance of $110.2 million. Staff anticipates the General Fund will end FY 2022-23 with $138.8 million in fund balance, an increase of $28.7 million from the prior year due to FY 2022-23 ending with revenues higher than expenditures.

As of third quarter, staff anticipates the General Fund will end FY 2023-24 with $160.7 million in fund balance.

It’s important to note that the only portion available for use, according to City policy, is unassigned funds.

Committed funds, such as the Sales Tax Repayment Reserve, are set aside for specific purposes determined by City Council resolution. Restricted funds, such as the Section 115 Pension Trust, are allocated for specific purposes stipulated by external resource providers. Assigned funds are reserved for encumbrances. Of the total fund balance, $37.3 million is unassigned and available to be used.

Recommended Adjustments
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As of the third quarter, some departments are requesting budget adjustments to ensure that they stay within their budget appropriations by year-end. In addition, staff is also recommending defunding some projects and adjusting sales tax to align the budget with year-end actuals. The recommended adjustments are summarized below.

Summary
The Third Quarter Financial Report shows the City is positioned as anticipated. City staff recommends a $0.5 million decrease in appropriations, a $20.0 million increase in revenues, and a $20.5 million increase in fund balance. The City will continue to monitor its revenue and expenditure trends closely to ensure it remains on track toward achieving its budgetary goals and objectives. 509
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City of Cupertino, California
Cupertino City Hall
10300 Torre Avenue
Cupertino, CA 95014-3202
View the City Council Meeting Agendas
View the City's Budgets
View the City's Financial Transparency Portal
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Attachment B
RESOLUTION NO. 24-XXX

A RESOLUTION OF THE CUPERTINO CITY COUNCIL AMENDING THE OPERATING BUDGET FOR FISCAL YEAR 2023-24 BY APPROPRIATING,

TRANSFERRING, AND UNAPPROPRIATING MONIES FOR SPECIFIED
FUNDS
WHEREAS,the orderly administration of municipal government depends on a sound fiscal policy of maintaining a proper ratio of expenditures within anticipated revenues and available monies; and
WHEREAS, accomplishing City Council directives, projects and programs, and performing staff duties and responsibilities likewise depends on the monies available for that purpose; and
WHEREAS, the City Manager has determined that the balances from the funds specified in this resolution are adequate to cover the proposed amended appropriations, and therefore recommends the fund reallocations described herein.

NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby approve the recommended fund reallocations and ratifies the attached amended appropriations as set forth in Exhibit A.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 21th day of May 2024, by the following vote:

Vote Members of the City Council
AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:
________
Sheila Mohan, Mayor
City of Cupertino
________________________
Date
ATTEST:
________________________
Kirsten Squarcia, City Clerk
________________________
Date
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Attachment B
Exhibit A
Appropriation
Amendment by Fund
Appropriation
Amendment
Revenue
Amendment
Fund Balance
(Use of)
General Fund (624,106) 19,710,094 20,334,200
Special Revenue Funds 250,000 - (250,000)
Capital Projects Funds - 300,000 300,000
Enterprise Funds (691) - 691
Internal Service Funds (90,183) - 90,183
Total Appropriation
Amendment All Funds $(464,980) $20,010,094 $20,475,074
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount

BUDGET CARRYOVERS
Budget Carryover 100 General Fund $14,000 for media training $5,400 for City logo revamp 19,400 Budget Carryover 100 General Fund $80,000 for community survey 80,000 Budget Carryover 100 General Fund 4H Fence replacement 30,000 Budget Carryover 100 General Fund 4H roof/gutter, Milk Barn repainting 36,347 Budget Carryover 100 General Fund AC2 Traffic Monitoring 77,340 Budget Carryover 100 General Fund Adaptive Traffic Signaling - Projects in progress 5,970 Budget Carryover 100 General Fund ad-hoc Council meeting expenses 11,425 Budget Carryover 100 General Fund AV Social Room,Sports Center,Cupertino Room 33,571 Budget Carryover 100 General Fund Backflow Prevention Device Repl - on backorder 4,000 Budget Carryover 100 General Fund Backwater valve replacement - project in progress 13,596 Budget Carryover 100 General Fund Bench replacements 29,442 Budget Carryover 100 General Fund Bridge tread repair McClellan 70,000 Budget Carryover 100 General Fund CAP Vision Summary Doc 10,000 Budget Carryover 100 General Fund CAPIO conference (2 people) 2,400 Budget Carryover 100 General Fund City Facility reconfiguration/remodels/return to work 127,404 Budget Carryover 100 General Fund City Work Plan for Homeless Jobs Program - ongoing 40,040 Budget Carryover 100 General Fund Commission meeting meals per council policy 1,750 Budget Carryover 100 General Fund Conf room carpet replacement - project in progress 25,000 Budget Carryover 100 General Fund Council phone service 3,000 Budget Carryover 100 General Fund Crowe successor auditor prep and reproduction 700 Budget Carryover 100 General Fund CSTI and Bay Area UASI 24,600 Budget Carryover 100 General Fund CWP Electrification Study 50,000 Budget Carryover 100 General Fund CWP Revisit 5G 250,000 Budget Carryover 100 General Fund Deferred education due to Covid school closures 60,700 Budget Carryover 100 General Fund Deferred training due to Covid 9,913 Budget Carryover 100 General Fund Don Burnett Bridge inspection/median repairs 161,553 Budget Carryover 100 General Fund Dry rot maint retreat center - project in progress 25,000 Budget Carryover 100 General Fund Economic Development Strategy 20,000 Budget Carryover 100 General Fund Electric Cooking 6,400 Budget Carryover 100 General Fund Emergency preparedness outreach materials 2,500 Budget Carryover 100 General Fund Employee Commute Program 2,586 Budget Carryover 100 General Fund Energy Mgmt System Upgrades - project in progress 105,675 Budget Carryover 100 General Fund EOC System Electrical Upgrades - project in progress 25,000 Budget Carryover 100 General Fund ERP evaluation training and webinar workshops 16,896 Budget Carryover 100 General Fund ERP Implementation. Adjunct Staffing 720,673 Budget Carryover 100 General Fund Fee Study special project ongoing 70,800 Budget Carryover 100 General Fund Fence replacementMR in parking lot and path repairs 13,483 Budget Carryover 100 General Fund General Plan special project - ongoing 239,805 Budget Carryover 100 General Fund General supply purchases - supply chain delay 11,641 Budget Carryover 100 General Fund Glass replacement - project in progress 20,183 513
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount
Budget Carryover 100 General Fund Grassroots Ecology contract 23,240 Budget Carryover 100 General Fund Greenhouse Gas emission, Climate Corps fellow 27,000 Budget Carryover 100 General Fund Homeland Security Conf,CESA, Naval Postgrad School APEX 3,240 Budget Carryover 100 General Fund Housing Element Update - ongoing 108,189 Budget Carryover 100 General Fund I-280 Wolfe Improvement - project in progress 800,199 Budget Carryover 100 General Fund Irrigation Controller Settlement 103,785 Budget Carryover 100 General Fund Library HVAC ventilation maint & repair 42,800 Budget Carryover 100 General Fund Marina application under review - ongoing 23,317 Budget Carryover 100 General Fund M-Group contract 50,000 Budget Carryover 100 General Fund Moss Adams Enterprise Leadership Study 10,175 Budget Carryover 100 General Fund MRC Rise 6,323
Budget Carryover 100 General Fund Muni Code update - ongoing 25,000 Budget Carryover 100 General Fund new PT Business Systems Analyst position 45,162 Budget Carryover 100 General Fund New staff ergo evals and office equipment 3,028 Budget Carryover 100 General Fund New staff memberships and dues 3,830 Budget Carryover 100 General Fund New staff,deferred training due to pandemic 3,411 Budget Carryover 100 General Fund New staff; defered training due to pandemic 9,171 Budget Carryover 100 General Fund New staff; deferred training due to pandemic 15,116 Budget Carryover 100 General Fund Performance Management App HR portal of ERP 32,000 Budget Carryover 100 General Fund Playground chip - purchase/work in progress 17,824 Budget Carryover 100 General Fund Portal Park concrete replacement 25,000 Budget Carryover 100 General Fund PR Strategy contract being finalized in FY24. 15,000 Budget Carryover 100 General Fund PR Strategy special project 160,000 Budget Carryover 100 General Fund purchase reusable banners for SCB 7,975 Budget Carryover 100 General Fund PW Scanning - Project in progress 28,226 Budget Carryover 100 General Fund Redesign of City Website. Adjunct Staffing 104,396 Budget Carryover 100 General Fund Regional Emergency Operations 500,000 Budget Carryover 100 General Fund Residential Mixed Used - ongoing 48,999 Budget Carryover 100 General Fund SC Corridor Vision Study - Work Plan Item 154,079 Budget Carryover 100 General Fund Senior Strategy CWP item is ongoing 41,378 Budget Carryover 100 General Fund Service Center Security project in progress 5,388 Budget Carryover 100 General Fund Shade structure replacement 65,630 Budget Carryover 100 General Fund Small to Medium Business Resiliency 500,000 Budget Carryover 100 General Fund Solar Battery Chargers for potential generator replacements 8,400 Budget Carryover 100 General Fund Special project - CWP Bicycle facilities 50,000 Budget Carryover 100 General Fund Special Projects LOS to VMT Standards 130,000 Budget Carryover 100 General Fund Special ProjectsMunicipal Water System 22,677 Budget Carryover 100 General Fund Staff augmentation delayed recruitement-Torres Engineering 82,806 Budget Carryover 100 General Fund Stay Active Fund used for Senior members 40,888 Budget Carryover 100 General Fund Sustainable Infrastructure Audit 10,000 Budget Carryover 100 General Fund The Hamptons developer agreement expires 2025 108,640 514
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount
Budget Carryover 100 General Fund Tree and concrete work in progress 6,657 Budget Carryover 100 General Fund Trees and Badges - projects in progress 1,263 Budget Carryover 100 General Fund Trench work - special project in progress 40,000 Budget Carryover 100 General Fund Turf supplies not received until FY24 35,512 Budget Carryover 100 General Fund Vallco Town Center - ongoing 188,680 Budget Carryover 100 General Fund Vallco Town Center building inspections - ongoing 5,406,634 Budget Carryover 100 General Fund Vallco Town Center plan review - ongoing 13,500,000 Budget Carryover 100 General Fund VIA Community Shuttle Pilot Program Work Plan Item 10,574 Budget Carryover 100 General Fund VTA CMP Member Agency Fees; invoice pending 73,374 Budget Carryover 100 General Fund VTC-Project in progress 766,777 Budget Carryover 100 General Fund Zoom Room Improvements 40,316 TOTAL GENERAL FUND 25,990,872
Budget Carryover 210 Storm Drain Improvement Pumpkin/Fiesta Storm Drain Ph 1 & 2 249,346 Budget Carryover 230 Env Mgmt Cln Crk Strm Drain New staff; defered training due to pandemic 3,077 Budget Carryover 230 Env Mgmt Cln Crk Strm Drain Outfall repairs-unpurchased compost,recology payment 133,791 Budget Carryover 230 Env Mgmt Cln Crk Strm Drain Outstanding payment for school busing,APN fee audit 39,328 Budget Carryover 265 BMR Housing City Work plan for low income 234,722 Budget Carryover 265 BMR Housing City Work Plan for Support for Unhoused - ongoing 50,000 Budget Carryover 270 Transportation Fund 1 additional gateway sign 25,859 Budget Carryover 270 Transportation Fund Annual asphalt project-work in progress 3,542,503 Budget Carryover 270 Transportation Fund Annual SW Curb & Gutter project in progress 257,294 Budget Carryover 270 Transportation Fund Bridge Rehab Minor 492,082 Budget Carryover 270 Transportation Fund Homestead/De Anza Signal Upgrade 98,132 Budget Carryover 270 Transportation Fund Orange & Byrne Sidewalk Improvements 399,990 Budget Carryover 270 Transportation Fund Ph 1 & Ph 2 Pavement digouts, crack seal & fog seal 561,043 Budget Carryover 270 Transportation Fund SBI Funds-work scheduled - project in progress 818,959 Budget Carryover 270 Transportation Fund Sidewalk inspections in progress 62,774 Budget Carryover 270 Transportation Fund Sign survey - project in progress 73,491 Budget Carryover 280 Park Dedication Granite Rock PO 2022-540 (74,751) Budget Carryover 280 Park Dedication Lawrence-Mitty Park 5,940,908 Budget Carryover 280 Park Dedication Memorial Park Pond Repurposing 1,140,478 Budget Carryover 280 Park Dedication MRP Community Garden Improvements 32,900 TOTAL SPECIAL REVENUE FUNDS 14,081,926
Budget Carryover 420 Capital Improvement Fund ADA Improvements, multi-year 120,166 Budget Carryover 420 Capital Improvement Fund BBF Pool Improvements 710,704 Budget Carryover 420 Capital Improvement Fund Bike Plan Implementation 8,649,892 Budget Carryover 420 Capital Improvement Fund California Commercial Fence PO 2021-514 (72,335) Budget Carryover 420 Capital Improvement Fund Carmen Road Bridge Right-of-Way 72,700 Budget Carryover 420 Capital Improvement Fund City Hall & Community Hall Improvements 454,037 515
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount
Budget Carryover 420 Capital Improvement Fund City Hall Annex (formerly10455 Torre Ave) Improv 1,901,522 Budget Carryover 420 Capital Improvement Fund City Lighting LED Transition Assessment 1,334,310 Budget Carryover 420 Capital Improvement Fund Citywide Community Garden - project scheduled 34,795 Budget Carryover 420 Capital Improvement Fund CW Bldg Condition Assess Impl 510,787 Budget Carryover 420 Capital Improvement Fund De Anza Blvd Buffered Bike Lanes 524,947 Budget Carryover 420 Capital Improvement Fund EV Parking Expansion - project in progress 208,000 Budget Carryover 420 Capital Improvement Fund Full-size Outdoor Basketball Court 29,493 Budget Carryover 420 Capital Improvement Fund G. Bortolotto PO 2023-204 (2,728) Budget Carryover 420 Capital Improvement Fund Guerra 3, 2022-11 Wilson Park Basketball Ct (97,225) Budget Carryover 420 Capital Improvement Fund Guerra Construction Group PO 2023-367 (18,086) Budget Carryover 420 Capital Improvement Fund Inclusive Play Area Planning 4,315,954 Budget Carryover 420 Capital Improvement Fund Library Expansion - project in progress 396,144 Budget Carryover 420 Capital Improvement Fund Mary Ave Protected Bikeway 49,000 Budget Carryover 420 Capital Improvement Fund McClellan Ranch Parking Lot Impro enviro monitoring 59,037 Budget Carryover 420 Capital Improvement Fund Memorial Park Specific Plan - project in progress 134,274 Budget Carryover 420 Capital Improvement Fund MR Community Garden Improv 1,099 Budget Carryover 420 Capital Improvement Fund Playground Equipment (Creekside & Varian) 602,810 Budget Carryover 420 Capital Improvement Fund Pub Bldg Solar Service Center 18,571 Budget Carryover 420 Capital Improvement Fund Regnart Road Improvements 736,500 Budget Carryover 420 Capital Improvement Fund SCB/Bandley Signal & Median Imps (PM-Stillman) 142,208 Budget Carryover 420 Capital Improvement Fund School Walk Audit Implementation 939,405 Budget Carryover 420 Capital Improvement Fund SLTG/280 Ped Bridge Lighting - (dev in lieu) 46,449 Budget Carryover 420 Capital Improvement Fund St Light Install - Annual Infill - multi-year 74,838 Budget Carryover 420 Capital Improvement Fund St Light Replacement CW (labor) (PM-Alexander) 99,330 Budget Carryover 420 Capital Improvement Fund Stelling/Alves Crosswalk Install 54,039 Budget Carryover 420 Capital Improvement Fund Stevens Crk Bank Repair Concept 30,216 Budget Carryover 420 Capital Improvement Fund Tree Inventory Stevens Creek Corridor 10,840 Budget Carryover 420 Capital Improvement Fund TYMAN Construction PO 2023-374 (9,537) Budget Carryover 420 Capital Improvement Fund Various Park Amenities - project in progress 471,221 TOTAL CAPITAL PROJECT FUNDS 22,533,377
Budget Carryover 520 Resource Recovery Calrecyle billing cycle delay 15,216 Budget Carryover 520 Resource Recovery New Landfill Agreement/Solid Waste 223,859 Budget Carryover 520 Resource Recovery SB1383 Procurement Requirements 44,640 Budget Carryover 520 Resource Recovery Single use Plastics Special project 3,986 Budget Carryover 560 Blackberry Farm BBF Golf Course recent fence repair 5,000 Budget Carryover 560 Blackberry Farm BBF Golf Renovation/Alt Use 270 Budget Carryover 570 Sports Center Door refinishing - project in progress 10,775 Budget Carryover 570 Sports Center HVAC Maint & Repair Special Projects in progress 23,705 Budget Carryover 570 Sports Center replacement windscreens for the Tennis Courts 72,853 Budget Carryover 570 Sports Center Sport Center Community Needs Analysis 25,000 516
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount
Budget Carryover 570 Sports Center Unforeseen purchase of umbrellas for Sports Center 1,700 Budget Carryover 580 Recreation Program Quinlan Sustainable Infrastructure 181,329 TOTAL ENTERPRISE FUNDS 608,333
Budget Carryover 610 Innovation & Technology ActiveNet Additional Readers 6,666 Budget Carryover 610 Innovation & Technology Business Automation platform additional support 30,000 Budget Carryover 610 Innovation & Technology CH Ent Server & Storage Tech Ref 140,000 Budget Carryover 610 Innovation & Technology City Hall Enterprise Server & Storage Tech refresh 275,639 Budget Carryover 610 Innovation & Technology CWP Cybersecurity Public Education 7,500 Budget Carryover 610 Innovation & Technology CWP License Plate Readers 60,000 Budget Carryover 610 Innovation & Technology LaserFiche Scanning 21,550 Budget Carryover 610 Innovation & Technology PT GIS Tech reclassification and transfer of Web Specialist 24,848 Budget Carryover 610 Innovation & Technology Security Framework and Audit 60,000 Budget Carryover 610 Innovation & Technology Senior Center Access Controls 16,000 Budget Carryover 610 Innovation & Technology Special Project Additional Telematic Devices 5,300 Budget Carryover 610 Innovation & Technology Special Project Facility Battery 40,037 Budget Carryover 610 Innovation & Technology upgrade to SaaS solution 30,000 Budget Carryover 630 Vehicle/Equip Replacement Equipment/vehicle purchase 46,970 Budget Carryover 630 Vehicle/Equip Replacement Sign shop roof repair - project in progress 56,182 TOTAL INTERNAL SERVICE FUNDS 820,692
TOTAL BUDGET CARRYOVERS 64,035,200
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount

COUNCIL ACTIONS
Council Action 100 General Fund SVCE Community Resilience Grant for EV Chargers 233,963 TOTAL GENERAL FUND 233,963
Council Action 260 CDBG CDBG fund transfer to BCA CIP Project Snr Cntr Fire Alarm 367,951 Council Action 270 Transportation Fund CC approved budget transfer for McClellan Rd. Bike Corridor Ph 3 948,552 TOTAL SPECIAL REVENUE FUNDS 1,316,503
Council Action 420 Capital Improvement Fund CDBG fund transfer to BCA CIP Project Snr Cntr Fire Alarm 367,951 Council Action 420 Capital Improvement Fund Council-approved BA-SCB Calabazas Emergency Storm Drain Repair 460,000 Council Action 420 Capital Improvement Fund CC-approved budget adjustment for Cristo Rey Bike Lanes Project 30,000 Council Action 420 Capital Improvement Fund CC-approved budget adjustment for Regnart Rd Improv Project 876,766 Council Action 429 Capital Reserve Council-approved BA-SCB Calabazas Emergency Storm Drain Repair 460,000 Council Action 429 Capital Reserve CC-approved budget adjustment for Cristo Rey Bike Lanes Project 15,000 Council Action 429 Capital Reserve CC-approved budget adjustment for Regnart Rd Improv Project 876,766 TOTAL CAPITAL PROJECT FUNDS 3,086,483
TOTAL COUNCIL ACTIONS 4,636,949
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount

FIRST QUARTER ADJUSTMENTS
First Quarter Adjustment 100 General Fund 4H Rack Room Building Damage 2,500 First Quarter Adjustment 100 General Fund CA Volunteer N2N Grant 64,405 First Quarter Adjustment 100 General Fund Ceramic Room A/C Unit Repair 3,631 First Quarter Adjustment 100 General Fund Compressor Repair 14,636 First Quarter Adjustment 100 General Fund Emergency Management Performance Grant 8,000 First Quarter Adjustment 100 General Fund Fire Sprinkler Repair 2,401 First Quarter Adjustment 100 General Fund IMPEC Additional Janitorial Services 29,118 First Quarter Adjustment 100 General Fund Transfer fr I&T Fund for Senior Center Access Controls 16,000 First Quarter Adjustment 100 General Fund Transfer from F520 for ClimateNav Hub funds 20,000 First Quarter Adjustment 100 General Fund Transfer from I&T Fund for License Plate Readers 60,000 First Quarter Adjustment 100 General Fund Unforeseen Breaker Repair 7,882 First Quarter Adjustment 100 General Fund Unforeseen Generator Repair 14,574 First Quarter Adjustment 100 General Fund Unforeseen HVAC Repair 10,858 First Quarter Adjustment 100 General Fund Unforeseen Panel Replacement 8,831 TOTAL GENERAL FUND 262,836
First Quarter Adjustment 230 Env Mgmt Cln Crk Strm Drain Defund Permeable Pavement Rebate (12,500) First Quarter Adjustment 270 Transportation Fund Transfer from CIP for Street Sign damage at Wilson Park 467 TOTAL SPECIAL REVENUE FUNDS (12,033)
First Quarter Adjustment 420 Capital Improvement Fund Transfer from CIP for Street Sign damage at Wilson Park 467 TOTAL CAPITAL PROJECT FUNDS 467
First Quarter Adjustment 560 Blackberry Farm Tree Maintenance 55,000 First Quarter Adjustment 560 Blackberry Farm Utilities Adjustment 77,000 TOTAL ENTERPRISE FUNDS 132,000
First Quarter Adjustment 610 Innovation & Technology Transfer fr Gen Fund for Municipal Code Publishing 7,684 First Quarter Adjustment 610 Innovation & Technology Transfer from Gen Fund for LaserFiche Conference 2,500 First Quarter Adjustment 610 Innovation & Technology Transfer from Gen Fund for LaserFiche Consultation 15,900 First Quarter Adjustment 610 Innovation & Technology Transfer from Gen Fund for LaserFiche Subscription 45,000 First Quarter Adjustment 610 Innovation & Technology Transfer from Gen Fund for NexSan WORM Device 10,600 First Quarter Adjustment 610 Innovation & Technology Transfer from General Fund for Salaries Part Time 56,000 First Quarter Adjustment 630 Vehicle/Equip Replacement Install Wood Chipper Safety Shields 19,187 TOTAL INTERNAL SERVICE FUNDS 156,871
TOTAL FIRST QUARTER ADJUSTMENTS 540,141
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount

MID-YEAR ADJUSTMENTS
Mid-Year Adjustment 100 General Fund Hidden Treasures Proceeds 10,057 TOTAL MID-YEAR ADJUSTMENTS 10,057
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Detailed Budget Carryovers, Council-approved Adjustments, and Encumbrance Carryovers as of March 31, 2024
Attachment C
Budget Adjustment Type Fund Description Amount

ENCUMBRANCE CARRYOVERS
Encumbrance Carryover 100 General Fund Year End Soft Close 9,723,884 TOTAL GENERAL FUND 9,723,884
Encumbrance Carryover 210 Storm Drain Improvement Year End Soft Close 1,566,693 Encumbrance Carryover 230 Env Mgmt Cln Crk Strm Drain Year End Soft Close 296,053 Encumbrance Carryover 260 CDBG Year End Soft Close 6,637 Encumbrance Carryover 265 BMR Housing Year End Soft Close 3,666 Encumbrance Carryover 270 Transportation Fund Year End Soft Close 1,998,991 Encumbrance Carryover 280 Park Dedication Year End Soft Close 229,394 TOTAL SPECIAL REVENUE FUNDS 4,101,434
Encumbrance Carryover 420 Capital Improvement Fund Year End Soft Close 1,994,887 Encumbrance Carryover 427 Stevens Creek Corridor Park Year End Soft Close 7,848 TOTAL CAPITAL PROJECT FUNDS 2,002,735
Encumbrance Carryover 520 Resource Recovery Year End Soft Close 284,540 Encumbrance Carryover 560 Blackberry Farm Year End Soft Close 5,858 Encumbrance Carryover 570 Sports Center Year End Soft Close 7,925 TOTAL ENTERPRISE FUNDS 298,323
Encumbrance Carryover 610 Innovation & Technology Year End Soft Close 239,797 Encumbrance Carryover 630 Vehicle/Equip Replacement Year End Soft Close 761,591 TOTAL INTERNAL SERVICE FUNDS 1,001,388
TOTAL ENCUMBRANCE CARRYOVERS 17,127,764
BUDGET CARRYOVER, COUNCIL APPROVED ADJUSTMENT, AND ENCUMBRANCE CARRYOVER TOTAL 86,350,111 FY 2023-24 ADOPTED BUDGET 121,765,857
FY 2023-24 AMENDED BUDGET AS DECEMBER 31, 2023 $ 208,115,968 521
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Budget Transfers as of March 31, 2024 Attachment D
GL Account Description Amount
100-32-308 700-702 - Contract Services General Service Agreement Contract Services Base Budget line item transfer 15,000 100-32-308 700-703 - Contract Services Maintenance of Equipment Contract Services Base Budget line item transfer (15,000) -
270-85-821 900-921 - Capital Outlay Annual Asphalt Project Transfer Budget from Capital Outlay to SB1 Line Item (616,739) 270-85-821 900-971 - Capital Outlay SB1 Roads Transfer Budget from Capital Outlay to SB1 Line Item 616,739 -
270-85-821 700-702 - Contract Services General Service Agreement Transfer Budget from Contract Service to Capital Outlay (559,000) 270-85-821 900-921 - Capital Outlay Annual Asphalt Project Transfer Budget from Contract Service to Capital Outlay 559,000 -
100-12-122 500-501 - Employee Compensation Salaries Full Time 2324-310 Sustainability Transfer to PW (285,228) 100-12-122 500-502 - Employee Compensation Salaries Part Time 2324-310 Sustainability Transfer to PW (29,853) 100-12-122 501-500 - Employee Benefits Retirement System 2324-310 Sustainability Transfer to PW (89,111) 100-12-122 501-501 - Employee Benefits PT Medicare 2324-310 Sustainability Transfer to PW (421) 100-12-122 501-502 - Employee Benefits Pers 1959 Surv Empr 2324-310 Sustainability Transfer to PW (52) 100-12-122 501-505 - Employee Benefits Health Insurance 2324-310 Sustainability Transfer to PW (35,910) 100-12-122 501-506 - Employee Benefits Dental Insurance 2324-310 Sustainability Transfer to PW (2,738) 100-12-122 501-507 - Employee Benefits Medicare 2324-310 Sustainability Transfer to PW (4,136) 100-12-122 501-508 - Employee Benefits Life Insurance 2324-310 Sustainability Transfer to PW (1,296) 100-12-122 501-509 - Employee Benefits Long Term Disability 2324-310 Sustainability Transfer to PW (1,164) 100-12-122 501-511 - Employee Benefits Vision Insurance 2324-310 Sustainability Transfer to PW (323) 100-12-122 501-513 - Employee Benefits Rec Bucks 2324-310 Sustainability Transfer to PW (900) 100-12-122 501-519 - Employee Benefits PT PARS 2324-310 Sustainability Transfer to PW (378) 100-12-122 600-601 - Materials General Office Supplies 2324-310 Sustainability Transfer to PW (1,328) 100-12-122 600-602 - Materials Printing and Duplication 2324-310 Sustainability Transfer to PW (4,482) 100-12-122 600-605 - Materials Meeting Expenses 2324-310 Sustainability Transfer to PW (1,779) 100-12-122 600-608 - Materials Sml Tools and Equipment 2324-310 Sustainability Transfer to PW (750) 100-12-122 600-613 - Materials General Supplies 2324-310 Sustainability Transfer to PW (1,220) 100-12-122 600-629 - Materials Conference and Training 2324-310 Sustainability Transfer to PW (3,460) 100-12-122 600-632 - Materials Mileage Reimbursement 2324-310 Sustainability Transfer to PW (528) 100-12-122 600-647 - Materials Memberships and Dues 2324-310 Sustainability Transfer to PW (6,819) 100-12-122 700-702 - Contract Services General Service Agreement 2324-310 Sustainability Transfer to PW (275,344) 100-12-122 700-704 - Contract Services Insurance Fees, Claims, Premiums 2324-310 Sustainability Transfer to PW (1,400) 100-12-122 719-705 - Contingencies Contingencies 2324-310 Sustainability Transfer to PW (915) 100-12-122 750-018 - Special Projects Climate Action Plan 2324-310 Sustainability Transfer to PW (1,236) 100-12-122 750-019 - Special Projects Employee Commute Program 2324-310 Sustainability Transfer to PW (2,586) 100-12-122 750-069 - Special Projects Sustainable Infrastructure Audit 2324-310 Sustainability Transfer to PW (10,000) 100-12-122 750-106 - Special Projects Electric Cooking Workshop Series 2324-310 Sustainability Transfer to PW (6,400) 522
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Budget Transfers as of March 31, 2024 Attachment D
100-12-122 750-176 - Special Projects Climate AP Vision Summary Doc 2324-310 Sustainability Transfer to PW (10,000) 100-12-122 750-223 - Special Projects CWP Electrification Study 2324-310 Sustainability Transfer to PW (50,000) 100-12-122 800-801 - Cost Allocation Equipment Reimbursement 2324-310 Sustainability Transfer to PW (142) 100-12-122 800-802 - Cost Allocation IT Reimbursement 2324-310 Sustainability Transfer to PW (60,777) 100-12-122 800-805 - Cost Allocation CC CAP Allocation 2324-310 Sustainability Transfer to PW (10,947) 100-12-122 800-806 - Cost Allocation CM CAP Allocation 2324-310 Sustainability Transfer to PW (4,617) 100-12-122 800-810 - Cost Allocation City Attorney CAP Alloc 2324-310 Sustainability Transfer to PW (48,360) 100-12-122 800-814 - Cost Allocation Finance CAP Alloc 2324-310 Sustainability Transfer to PW (30,811) 100-12-122 800-815 - Cost Allocation Human resources CAP Alloc 2324-310 Sustainability Transfer to PW (15,880) 100-12-122 800-820 - Cost Allocation Grounds Maintenance CAP 2324-310 Sustainability Transfer to PW (648) 100-12-122 800-821 - Cost Allocation Building Maintenance CAP 2324-310 Sustainability Transfer to PW (6,214) 100-81-122 500-501 - Employee Compensation Salaries Full Time 2324-310 Sustainability Transfer to PW 285,228 100-81-122 500-502 - Employee Compensation Salaries Part Time 2324-310 Sustainability Transfer to PW 29,853 100-81-122 501-500 - Employee Benefits Retirement System 2324-310 Sustainability Transfer to PW 89,111 100-81-122 501-501 - Employee Benefits PT Medicare 2324-310 Sustainability Transfer to PW 421 100-81-122 501-502 - Employee Benefits Pers 1959 Surv Empr 2324-310 Sustainability Transfer to PW 52 100-81-122 501-505 - Employee Benefits Health Insurance 2324-310 Sustainability Transfer to PW 35,910 100-81-122 501-506 - Employee Benefits Dental Insurance 2324-310 Sustainability Transfer to PW 2,738 100-81-122 501-507 - Employee Benefits Medicare 2324-310 Sustainability Transfer to PW 4,136 100-81-122 501-508 - Employee Benefits Life Insurance 2324-310 Sustainability Transfer to PW 1,296 100-81-122 501-509 - Employee Benefits Long Term Disability 2324-310 Sustainability Transfer to PW 1,164 100-81-122 501-511 - Employee Benefits Vision Insurance 2324-310 Sustainability Transfer to PW 323 100-81-122 501-513 - Employee Benefits Rec Bucks 2324-310 Sustainability Transfer to PW 900 100-81-122 501-519 - Employee Benefits PT PARS 2324-310 Sustainability Transfer to PW 378 100-81-122 600-601 - Materials General Office Supplies 2324-310 Sustainability Transfer to PW 1,328 100-81-122 600-602 - Materials Printing and Duplication 2324-310 Sustainability Transfer to PW 4,482 100-81-122 600-605 - Materials Meeting Expenses 2324-310 Sustainability Transfer to PW 1,779 100-81-122 600-608 - Materials Sml Tools and Equipment 2324-310 Sustainability Transfer to PW 750 100-81-122 600-613 - Materials General Supplies 2324-310 Sustainability Transfer to PW 1,220 100-81-122 600-629 - Materials Conference and Training 2324-310 Sustainability Transfer to PW 3,460 100-81-122 600-632 - Materials Mileage Reimbursement 2324-310 Sustainability Transfer to PW 528 100-81-122 600-647 - Materials Memberships and Dues 2324-310 Sustainability Transfer to PW 6,819 100-81-122 700-702 - Contract Services General Service Agreement 2324-310 Sustainability Transfer to PW 275,344 100-81-122 700-704 - Contract Services Insurance Fees, Claims, Premiums 2324-310 Sustainability Transfer to PW 1,400 100-81-122 719-705 - Contingencies Contingencies 2324-310 Sustainability Transfer to PW 915 100-81-122 750-018 - Special Projects Climate Action Plan 2324-310 Sustainability Transfer to PW 1,236 100-81-122 750-019 - Special Projects Employee Commute Program 2324-310 Sustainability Transfer to PW 2,586 100-81-122 750-069 - Special Projects Sustainable Infrastructure Audit 2324-310 Sustainability Transfer to PW 10,000 523
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Budget Transfers as of March 31, 2024 Attachment D
100-81-122 750-106 - Special Projects Electric Cooking Workshop Series 2324-310 Sustainability Transfer to PW 6,400 100-81-122 750-176 - Special Projects Climate AP Vision Summary Doc 2324-310 Sustainability Transfer to PW 10,000 100-81-122 750-223 - Special Projects CWP Electrification Study 2324-310 Sustainability Transfer to PW 50,000 100-81-122 800-801 - Cost Allocation Equipment Reimbursement 2324-310 Sustainability Transfer to PW 142 100-81-122 800-802 - Cost Allocation IT Reimbursement 2324-310 Sustainability Transfer to PW 60,777 100-81-122 800-805 - Cost Allocation CC CAP Allocation 2324-310 Sustainability Transfer to PW 10,947 100-81-122 800-806 - Cost Allocation CM CAP Allocation 2324-310 Sustainability Transfer to PW 4,617 100-81-122 800-810 - Cost Allocation City Attorney CAP Alloc 2324-310 Sustainability Transfer to PW 48,360 100-81-122 800-814 - Cost Allocation Finance CAP Alloc 2324-310 Sustainability Transfer to PW 30,811 100-81-122 800-815 - Cost Allocation Human resources CAP Alloc 2324-310 Sustainability Transfer to PW 15,880 100-81-122 800-820 - Cost Allocation Grounds Maintenance CAP 2324-310 Sustainability Transfer to PW 648 100-81-122 800-821 - Cost Allocation Building Maintenance CAP 2324-310 Sustainability Transfer to PW 6,214 -
610-34-310 600-608 - Materials Sml Tools and Equipment FY23 Budget Carryover transfer for Data Ctr. Special Project 77,460 610-34-310 600-608 - Materials Sml Tools and Equipment FY23 Budget Carryover transfer for Data Ctr. Special Project 41,077 610-34-310 700-701 - Contract Services Training and Instruction FY23 Budget Carryover transfer for Data Ctr. Special Project (22,173) 610-34-310 700-702 - Contract Services General Service Agreement FY23 Budget Carryover transfer for Data Ctr. Special Project (55,287) 610-34-310 700-703 - Contract Services Maintenance of Equipment FY23 Budget Carryover transfer for Data Ctr. Special Project (41,077) -
100-60-601 750-098 - Special Projects CWP Senior Strategy Correcting placement of funds for CWP Sr Svcs & Youth Engagement (20,000) 100-60-601 750-241 - Special Projects Senior Svcs & Youth Engagement Correcting placement of funds for CWP Sr Svcs & Youth Engagement 20,000 -
100-88-844 750-040 - Special Projects Planned Transportation Project Transferring from incorrect GL - I-280 Wolfe Project (800,000) 100-88-844 900-964 - Capital Outlay I-280/Wolfe Rd Interchange Imprv Transferring from incorrect GL - I-280 Wolfe Project 800,000 -
560-84-268 600-643 - Materials Water Services Transfer budget from BBF Golf Course Facilities to Grounds 39,289 560-87-260 600-643 - Materials Water Services Transfer budget from BBF Golf Course Facilities to Grounds (39,289) -
100-12-120 750-239 - Special Projects PR & Strategic Comm Strategy 2324-317 Transfer for PR and Strategic Communications Strategy 15,000 100-12-705 750-230 - Special Projects Business Continuity Resilience 2324-317 Transfer for PR and Strategic Communications Strategy (15,000) -
610-34-310 500-502 - Employee Compensation Salaries Part Time Transfer - unfilled Intern III position to fund Intern Contract (26,069) 610-34-310 700-702 - Contract Services General Service Agreement Transfer - unfilled Intern III position to fund Intern Contract 26,069 -
100-12-126 600-602 - Materials Printing and Duplication 2324-319 Transfer -Voler 2023 Media Training re Budget Messaging (21,000) 100-12-126 700-702 - Contract Services General Service Agreement 2324-319 Transfer -Voler 2023 Media Training re Budget Messaging 42,000 100-14-123 719-705 - Contingencies Contingencies 2324-319 Transfer -Voler 2023 Media Training re Budget Messaging (21,000) -
524
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Budget Transfers as of March 31, 2024 Attachment D
100-41-405 700-702 - Contract Services General Service Agreement CWP Analyze potential revenue measures (42,450) 100-41-426 750-217 - Special Projects CWP Analyze Potential Rev Measrs CWP Analyze potential revenue measures 42,450 -
100-31-305 500-502 - Employee Compensation Salaries Part Time De Anza Intern Agreement funding (120,088) 100-31-305 700-702 - Contract Services General Service Agreement De Anza Intern Agreement funding 120,088 -
100-32-308 500-502 - Employee Compensation Salaries Part Time De Anza Student Intern Agreement funding (13,843) 100-32-308 700-702 - Contract Services General Service Agreement De Anza Student Intern Agreement funding 13,843 -
100-12-120 500-501 - Employee Compensation Salaries Full Time 2324-323 Craig Whittom Consulting - Vallco (16,000) 100-12-120 700-702 - Contract Services General Service Agreement 2324-323 Craig Whittom Consulting - Vallco 16,000 -
100-12-120 500-501 - Employee Compensation Salaries Full Time 2324-324 Baker Tilly - Financial Analysis (21,500) 100-12-120 500-502 - Employee Compensation Salaries Part Time 2324-324 Baker Tilly - Financial Analysis (6,000) 100-12-120 700-702 - Contract Services General Service Agreement 2324-324 Baker Tilly - Financial Analysis 27,500 -
100-62-623 600-613 - Materials General Supplies Adjusting funds to cover Travel Program admission and fees. (2,000) 100-62-623 600-646 - Materials Program Admission & Parking Fees Adjusting funds to cover Travel Program admission and fees. 2,000 -
100-87-832 750-025 - Special Projects Special Maintenance Transfer fro 832 Roof & Gutter Replacement project to 900-990 (18,875) 100-87-832 900-990 - Capital Outlay Special Projects - PW Transfer fro 832 Roof & Gutter Replacement project to 900-990 18,875 -
100-71-701 500-501 - Employee Compensation Salaries Full Time increase M-Group consultant budget to assist with staff shortage (40,000) 100-71-701 700-702 - Contract Services General Service Agreement increase M-Group consultant budget to assist with staff shortage 40,000 -
100-12-120 700-702 - Contract Services General Service Agreement 2324-336 Whittom Consulting - Vallco / The Rise 2024 15,000 100-12-126 600-613 - Materials General Supplies 2324-336 Whittom Consulting - Vallco / The Rise 2024 (15,000)

TOTAL -
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FY 2023-24 Third Quarter Recommended Adjustments Attachment E Fund GL Account Revenue Expenditure Change in Fund Balance Proposal

GENERAL FUNDS
100 General Fund 100-90-001-401-401 19,382,332 - 19,382,332 Adjust Sales Tax Revenue 100 General Fund 100-20-200-450-404 287,500 - 287,500 Supplemental Law Enforcement Services 100 General Fund 100-20-200-480-401 40,262 - 40,262 Supplemental Law Enforcement Services 100 General Fund 100-20-200-700-702 - 250,000 (250,000) Supplemental Law Enforcement Services 100 General Fund 100-15-141-700-702 - 200,000 (200,000) Increased Legal Costs 100 General Fund 100-41-426-750-217 - (22,450) 22,450 Defund - CWP Analyze Potential Revenue Measures 100 General Fund 100-32-308-600-606 - (500,000) 500,000 Defund - FY 2022-23 Software Budget Carryover 100 General Fund 100-32-308-600-629 - (16,896) 16,896 Defund - FY 2022-23 Training Budget Carryover 100 General Fund 100-32-308-750-120 - (32,000) 32,000 Defund - Performance Management App Special Project 100 General Fund 100-32-308-750-236 - (30,274) 30,274 Defund - Project Dox Special Project 100 General Fund 100-32-308-750-237 - (375,000) 375,000 Defund - ERP Phase III 100 General Fund 100-86-824-750-194 - (40,000) 40,000 Defund - Overpasses and Medians Trench Work 100 General Fund 100-87-827-750-144 - (9,500) 9,500 Defund - City Hall Electrical Preventative Maintenance 100 General Fund 100-88-844-750-061 - (10,574) 10,574 Defund - Shuttle Pilot Program 100 General Fund 100-88-844-750-079 - (5,970) 5,970 Defund - Traffic Engineering Adaptive Traffic Signaling 100 General Fund 100-88-845-750-079 - (16,042) 16,042 Defund - Traffic Signal Maint Adaptive Traffic Signaling 100 General Fund 100-81-122-750-069 - (10,000) 10,000 Defund - Sustainable Infrastructure Audit 100 General Fund 100-84-808-750-138 - (5,400) 5,400 Defund - 4H Fence TOTAL GENERAL FUNDS 19,710,094 (624,106) 20,334,200

SPECIAL REVENUE FUNDS
210 Storm Drain Improvement 210-90-001-800-902 - 300,000 (300,000) Transfer from Storm Drain Improvement to Capital Reserve 265 BMR Housing 265-72-711-750-051 - (50,000) 50,000 Defund - Support for the Unhoused TOTAL SPECIAL REVENUE FUNDS - 250,000 (250,000)

CAPITAL PROJECTS FUNDS
429 Capital Reserve 429-90-001 421-401 300,000 - 300,000 Transfer from Storm Drain Improvement to Capital Reserve TOTAL CAPITAL PROJECTS FUNDS 300,000 - 300,000

ENTERPRISE FUNDS
560 Blackberry Farm 570-63-621-900-959 - (691) 691 Defund - Windscreens TOTAL ENTERPRISE FUNDS - (691) 691
526
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FY 2023-24 Third Quarter Recommended Adjustments Attachment E

INTERNAL SERVICE FUNDS
610 Innovation & Technology 610-30-300-750-222 - (6,183) 6,183 Defund - CWP Cyber Security Public Education 610 Innovation & Technology 610-34-310-750-107 - (30,000) 30,000 Defund - Security Framework and Audit 610 Innovation & Technology 610-34-310-750-125 - (32,000) 32,000 Defund - Council Voting System and Timer 610 Innovation & Technology 610-34-310-750-205 - (2,000) 2,000 Defund - Public Bike Smart Rack DockTech 610 Innovation & Technology 610-34-310-900-945 - (20,000) 20,000 Defund - Facility Battery TOTAL INTERNAL SERVICE FUNDS - (90,183) 90,183
TOTAL ALL FUNDS $ 20,010,094 $ (464,980) $ 20,475,074
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY24 Administration 120 City Manager 750.239 ‐ PR & Strategic Comm Strategy 100‐12‐120 ‐ General Fund‐City
Manager‐CityManager
175,000 11,700 163,032 In Progress 8/1/2024 First amendment (executed in Q4) to reduce amount to $38k and shorten
timeline. A change PO will occur inQ4. Funds will need to be carried over.

FY19 Administration 122 Sustainability Division 750.018 ‐ Climate Action Plan 100‐12‐122 ‐ General Fund‐City
Manager‐SustainabilityDivision
‐ ‐ ‐ Transferred Transferred to Public Works 100‐81‐
122 750.018 in FY24
FY19 Administration 122 Sustainability Division 750.019 ‐ Employee Commute Program 100‐12‐122 ‐ General Fund‐CityManager‐Sustainability
Division
‐  ‐  ‐  Transferred Transferred to Public Works 100‐81‐ 122 750.019 in FY24
FY21 Administration 122 Sustainability Division 750.069 ‐ Sustainable Infrastructure Audit 100‐12‐122 ‐ General Fund‐CityManager‐SustainabilityDivision
‐ ‐ ‐ Transferred Transferred to Public Works 100‐81‐
122 750.069 in FY24
FY22 Administration 122 Sustainability Division 750.106 ‐ Electric Cooking Workshop Series
100‐12‐122 ‐
General Fund‐City
Manager‐SustainabilityDivision
‐  ‐  ‐  Transferred 6/30/2024 Transferred to Public Works 100‐81‐ 122 750.106 in FY24
FY24 Administration 122 Sustainability Division 750.176 ‐ Climate AP Vision Summary Doc 100‐12‐122 ‐ General Fund‐CityManager‐SustainabilityDivision
‐ ‐ ‐ Transferred 6/30/2025 Transferred to Public Works 100‐18‐ 122 750.176 in FY24
FY24 Administration 122 Sustainability Division 750.223 ‐ CWP Electrification Study 100‐12‐122 ‐ General Fund‐CityManager‐Sustainability
Division
‐  ‐  ‐  Transferred 6/30/2024 Transferred to Public Works 100‐81‐ 122 750.223 in FY24
FY20 Administration 632 Comm Outreach & Neigh Watch 750.056 ‐ Neighborhood Engagement 100‐12‐632 ‐ General Fund‐CityManager‐CommOutreach & Neigh
Watch
64,405 1,031 ‐ In Progress 10/2024 These will be carried over FY24 Administration 632 Comm Outreach & Neigh Watch 750.227 ‐ CWP Public Safety res/com areas 100‐12‐632 ‐ General Fund‐CityManager‐CommOutreach & Neigh
Watch
10,000 ‐  ‐  In Progress 6/30/2025 The $10,000 is allocated for Block Leader enhancements. Staff willcorrect this to CWP ‐ Public Safety in residential/commercial areas for
transparency and visibility. Thesefunds will be carried over.

FY24 Administration 633 Disaster Preparedness 750.230 ‐ Business Continuity Resilience 100‐12‐633 ‐ General Fund‐CityManager‐Disaster
Preparedness
500,000 ‐  ‐  Not Started The $500k for disaster preparedness is on hold until a permanent EOC is
identified.
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY23 Administration 633 Disaster Preparedness 750.240 ‐ MRC Rise 100‐12‐633 ‐ General Fund‐City
Manager‐Disaster
Preparedness
6,323 ‐  ‐  Completed 4/2024 Special Project from transfer from materials. Pending transactions inNew World for Q4. Project Completed.

FY22 Administration 705 Economic Development 750.103 ‐ CWP Regulate Diversified Retail 100‐12‐705 ‐ General Fund‐CityManager‐EconomicDevelopment
5,000 ‐ 5,000 Pending Recommended Service Level
Reduction (Potential Cancellation of
this item)
FY23 Administration 705 Economic Development 750.179 ‐ Econ Dev Strategy Outreach 100‐12‐705 ‐ General Fund‐City
Manager‐EconomicDevelopment
20,000 ‐ ‐ Pending Recommended Service Level
Reduction (Potential Cancellation of
this item)
FY23 Administration 705 Economic Development 750.221 ‐ CWP Cupertino Store Implementatn
100‐12‐705 ‐
General Fund‐City
Manager‐EconomicDevelopment
‐ 62 ‐ Completed Unanticipated close out expense
FY24 Administration 705 Economic Development 750.230 ‐ Business Continuity Resilience 100‐12‐705 ‐ General Fund‐CityManager‐EconomicDevelopment
485,000 45,331 129,181 In Progress 7/2024
FY23 Administrative
services
405 Accounting 750.189 ‐ Fee Study 100‐41‐405 ‐
General Fund‐
Finance‐Accounting
70,800 43,900 3,400 In Progress 2/2024
FY23 Administrative
services
426 Budgeting 750.217 ‐ CWP Analyze Potential Rev
Measrs
100‐41‐426 ‐
General Fund‐
Finance‐Budgeting
42,450 ‐ 180,000 In Progress 2/2024 $22,250 to be defunded in Q3 FY23 Community
development
700 Community Development Admin 750.104 ‐ CWP Homeless Jobs Program 100‐70‐700 ‐ General Fund‐Planning &CommunityDevelopment‐CommunityDevelopmentAdmin 176,935 98,260 38,635 In Progress 6/30/2024 For FY 2023‐24, the Homeless Jobs Program did not receive funding inthe CWP, but was allowed tocontinue operating with leftover funds from prior years. It is on the
list to be reconsidered for the FY
2024‐25 CWP, and wasrecommended to be continued by
the Housing Commission in their
CWP recommendations.

FY17 Community
development
701 Current Planning 750.007 ‐ The Hamptons 100‐71‐701 ‐ General Fund‐
Planning‐Current
Planning
108,640 ‐ ‐ Not Started Waiting for building submittal.

Project approval expires in 2026
FY21 Community
development
701 Current Planning 750.009 ‐ Marina Plaza 100‐71‐701 ‐ General Fund‐
Planning‐Current
Planning
23,317 ‐ ‐ In Progress ongoing Waiting for building permit. 529
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY22 Community
development
701 Current Planning 750.029 ‐ Vallco SB35/Rise 100‐71‐701 ‐ General Fund‐
Planning‐Current
Planning
188,680 ‐  ‐  In Progress ongoing Waiting for building permit.

FY20 Community
development
702 Mid Long Term Planning 750.032 ‐ General Plan 100‐71‐702 ‐ General Fund‐
Planning‐Mid
Long Term
Planning
239,805 ‐ ‐ In Progress ongoing Operational item, no completion date
FY20 Community
development
702 Mid Long Term Planning 750.049 ‐ MuniCode Updates 100‐71‐702 ‐ General Fund‐
Planning‐Mid
Long TermPlanning
25,000 ‐  ‐  In Progress 11/2024 Project delayed due to COVID and department turnover.

FY17 Community
development
702 Mid Long Term Planning 750.090 ‐ Residential/Mixed Use Design 100‐71‐702 ‐ General Fund‐Planning‐Mid
Long TermPlanning
202,216 7,294 ‐ In Progress 12/2024 Delays in project due to previous contractor/consultant and housing
element.

FY22 Community
development
702 Mid Long Term Planning 750.101 ‐ CWP RHNA and Gen Plan Update 100‐71‐702 ‐ General Fund‐
Planning‐Mid
Long TermPlanning
1,026,581 541,647 376,745 In Progress Spring/Summer
2024
Pending State of California Housing
and Community Development
Department adoption of HousingElement.

FY22 Community
development
702 Mid Long Term Planning 750.135 ‐ Laserfiche planning map scanning
100‐71‐702 ‐
General Fund‐
Planning‐Mid
Long TermPlanning
3,990 923 3,067 In Progress Winter 2024 Ongoing operational item.

FY24 Community
development
702 Mid Long Term Planning 750.235 ‐ CWP Tree List 100‐71‐702 ‐ General Fund‐Planning‐Mid
Long TermPlanning
50,000 ‐ ‐ In Progress August 2024
FY20/FY22 Community
development
711 BMR Affordable Housing Fund 750.051 ‐ Support for the Unhoused 265‐72‐711 ‐ BMR Housing‐
Housing Services‐
BMR AffordableHousing Fund
100,000 ‐  ‐  In Progress Pending budget depletion. $50k will be defunded in Q3 to true up to the
required County match. Nocompletion date.

FY20 Community
development
711 BMR Affordable Housing Fund 750.052 ‐ Develop ELI Housing 265‐72‐711 ‐ BMR Housing‐
Housing Services‐BMR AffordableHousing Fund
238,386 ‐  3,090 In Progress Pending development of Mary Ave, then operational.

FY19 Community
development
713 General Building 750.036 ‐ Ongoing Bldg Recrd
scan/conversn
100‐73‐713 ‐
General Fund‐Building‐GeneralBuilding
14,387 ‐ 14,387 In Progress Winter 2024 Ongoing operational item. 530
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY22 Community
development
714 Construction Plan Check 750.031 ‐ Westport 100‐73‐714 ‐ General Fund‐
Building‐Construction Plan
Check
98,739 8,368 90,371 In Progress 2026 Pending building permit status. The timeline is uncertain however staff
estimates the townhome portionshould be completed/occupied by end of this year. The Senior BMR
apartments should be occupied bySpring 2025. The assisted living parcel will be submitting revisions by
2026.

FY20 Community
development
714 Construction Plan Check 750.067 ‐ VTC 100‐73‐714 ‐
General Fund‐
Building‐Construction Plan
Check
14,595,179 ‐ 1,095,179 In Progress This pertains to building permits and staff estimates that the developer
will submit additional building
permits in 2024.

FY20 Community
development
715 Building Inspection 750.067 ‐ VTC 100‐73‐715 ‐
General Fund‐
Building‐BuildingInspection
5,406,634 ‐  ‐  Not Started This pertains to building inspections.

No construction has been
completed, and will occur over the
build‐out of the project at least 5
years.

FY23 Information Services 300 Administration 750.197 ‐ Aclima & Envirosuite Pilot Ext 610‐30‐300 ‐ Innovation &Technology‐I&TAdministration‐Administration 66,000 66,000 ‐ Completed 8/15/2023
FY23 Information Services 300 Administration 750.222 ‐ CWP Cybersecurity Public Edu 610‐30‐300 ‐ Innovation &Technology‐I&T
Administration‐Administration
7,500 1,317 ‐  Completed 9/16/2023 Q3 Defund of remaining savings.

FY23 Information Services 300 Administration 750.227 ‐ CWP Public Safety res/com areas 610‐30‐300 ‐ Innovation &
Technology‐I&T
Administration‐Administration
‐ ‐ ‐ Transferred Transferred to Law Enforcement 100‐
20‐200 750.227 in FY24 and was
renamed CWP Block Leader
Enhancements. Staff will correct this
to CWP ‐ Public Safety inresidential/commercial areas for transparency and visibility.

FY20 Information Services 305 Video 900.945 ‐ Fixed Asset Acquisition 100‐31‐305 ‐ General Fund‐I&T
Video‐Video
40,316 26,986 24 In Progress 6/30/2024 This account was added in FY20 to account for Video fixed assets
acquisitions. These purchases varyfrom year and were added to special projects for visibility and to maintainongoing material and contract trendlines.

FY20 Information Services 305 Video 900.995 ‐ Special Projects ‐ CDD/I&T 100‐31‐305 ‐ General Fund‐I&T
Video‐Video
40,891 8,215 ‐ Completed 9/30/2023 Carryover to complete the project FY22 Information Services 308 Applications 750.120 ‐ Performance Management App 100‐32‐308 ‐ General Fund‐I&TApplications‐
Applications
32,000 ‐ ‐ Cancelled Q3 Defund of remaining savings.
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY22 Information Services 308 Applications 750.123 ‐ Redesign of City Website 100‐32‐308 ‐ General Fund‐I&T
Applications‐Applications
20,700 2,719 17,981 In Progress FY24 PO Carryover
FY23 Information Services 308 Applications 750.181 ‐ ERP (Phase II) 100‐32‐308 ‐ General Fund‐I&T
Applications‐Applications
94,076 24,910 69,166 Cancelled Recommended Service Level Reduction
FY23 Information Services 308 Applications 750.183 ‐ ACA Guide & Wrapper 100‐32‐308 ‐ General Fund‐I&T
Applications‐
Applications
25,000 ‐ 25,000 In Progress 6/30/2024
FY23 Information Services 308 Applications 750.184 ‐ Accela Roadmap 100‐32‐308 ‐ General Fund‐I&TApplications‐Applications
23,000 ‐ 23,000 In Progress 6/30/2024
FY23 Information Services 308 Applications 750.186 ‐ Consolidated Code Enf Services 100‐32‐308 ‐ General Fund‐I&TApplications‐Applications
22,408 22,408 ‐ Completed 2/27/2024
FY21 Information Services 308 Applications 750.236 ‐ Project Dox 100‐32‐308 ‐ General Fund‐I&TApplications‐
Applications
129,475 90,820 7,931 In Progress 6/30/2024 Q3 Partial Defund of Fy24 Savings FY24 Information Services 308 Applications 750.237 ‐ ERP (Phase III) 100‐32‐308 ‐ General Fund‐I&TApplications‐Applications
450,000 ‐ ‐ Pending Recommended Service Level
Reduction (Potential Cancellation of
this item)
FY22 Information Services 310 Infrastructure 750.107 ‐ Security Framework and Audit 610‐34‐310 ‐ Innovation &Technology‐I&TInfrastructure‐Infrastructure 60,000 18,938 10,438 In Progress 6/30/2024 Q3 Partial Defund of Fy24 Savings FY22 Information Services 310 Infrastructure 750.124 ‐ ActiveNet Additional Readers 610‐34‐310 ‐ Innovation &Technology‐I&TInfrastructure‐Infrastructure 9,000 10,999 77 Completed 2/28/2024
FY22 Information Services 310 Infrastructure 750.125 ‐ Council Voting System and Timer 610‐34‐310 ‐ Innovation &Technology‐I&TInfrastructure‐Infrastructure 32,000 ‐ ‐ Cancelled Q3 Defund
FY22 Information Services 310 Infrastructure 750.130 ‐ Senior Center Access Controls 610‐34‐310 ‐ Innovation &
Technology‐I&TInfrastructure‐Infrastructure
‐  ‐  ‐  Transferred 6/30/2024 Transferred to Facilities 100‐87‐831 750.025 in FY 24
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY22 Information Services 310 Infrastructure 750.171 ‐ Quinlan Touch Screen 610‐34‐310 ‐ Innovation &
Technology‐I&T
Infrastructure‐Infrastructure
25,130 321 4,809 Completed Completed, we will release PO contingency funds.

FY23 Information Services 310 Infrastructure 750.199 ‐ City Facilities Video Capture 610‐34‐310 ‐ Innovation &
Technology‐I&T
Infrastructure‐Infrastructure
6,079 ‐ 6,079 In Progress 6/30/2024
FY23 Information Services 310 Infrastructure 750.200 ‐ CH Ent Server & Storage Tech Ref
610‐34‐310 ‐
Innovation &Technology‐I&TInfrastructure‐Infrastructure 150,000 150,000 ‐  Completed 2/28/2024
FY23 Information Services 310 Infrastructure 750.203 ‐ Suppl Wi‐Fi Exp in Public Areas 610‐34‐310 ‐ Innovation &Technology‐I&TInfrastructure‐Infrastructure 4,625 ‐ 4,625 Pending Recommended Service Level
Reduction (Potential Cancellation of
this item)
FY23 Information Services 310 Infrastructure 750.205 ‐ Public Bike Smart Rack DockTech 610‐34‐310 ‐ Innovation &
Technology‐I&TInfrastructure‐Infrastructure
2,000 ‐  ‐  Cancelled Q3 Defund
FY18 Information Services 310 Infrastructure 900.945 ‐ Fixed Asset Acquisition 610‐34‐310 ‐ Innovation &Technology‐I&TInfrastructure‐Infrastructure 40,037 ‐ ‐ In Progress 6/30/2024 This account was added in FY18 to account for IT fixed assetsacquisitions. These purchases varyfrom year and were added to special projects for visibility and to maintain
ongoing material and contract
trendlines.Q3 Partial Defund ‐$20,000
FY22 Information Services 986 GIS 750.166 ‐ AR McClellan Ranch 610‐35‐986 ‐ Innovation &
Technology‐I&TGIS‐GIS
26,667 15,333 11,333 In Progress 4/30/2024
FY23 Information Services 986 GIS 750.207 ‐ Additional Telematics Devices 610‐35‐986 ‐ Innovation &
Technology‐I&T
GIS‐GIS
5,300 5,300 ‐ Completed 7/30/2023
FY24 Information Services 986 GIS 750.211 ‐ Drone Instructor Training 610‐35‐986 ‐ Innovation &Technology‐I&TGIS‐GIS
775 775 ‐  Completed 8/30/2023
FY23 Information Services 986 GIS 750.212 ‐ Laserfiche Scanning 610‐35‐986 ‐ Innovation &Technology‐I&TGIS‐GIS
22,415 15,591 6,824 In Progress 4/30/2024
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY22 Information Services 986 GIS 750.216 ‐ CIP Management System 610‐35‐986 ‐ Innovation &Technology‐I&T
GIS‐GIS
10,740 10,660 80 In Progress 3/30/2024
FY24 Information Services 986 GIS 750.238 ‐ VR Decarb 610‐35‐986 ‐ Innovation &
Technology‐I&T
GIS‐GIS
112,000 ‐ ‐ In Progress 5/30/2024
FY23 Law enforcement 200 Law Enforcement SC Sherif 750.227 ‐ CWP Public Safety res/com areas 100‐20‐200 ‐ General Fund‐LawEnforcement‐LawEnforcement SCSherif
60,000 ‐  ‐  In Progress 6/30/2025 The $60,000 is allocated for the license plate readers. Transferred
from Information Services 610‐30‐
300 750.227 in FY24 and wasrenamed CWP Block Leader
Enhancements. Staff will correct thisto CWP ‐ Public Safety inresidential/commercial areas for transparency and visibility.

FY19 Public works 122 Sustainability Division 750.018 ‐ Climate Action Plan 100‐81‐122 ‐ General Fund‐EnvironmentalPrograms‐SustainabilityDivision 1,236 ‐  1,236 Completed 10/2023 Transferred from Administration 100‐ 12‐122 750.018 in FY 24.

FY19 Public works 122 Sustainability Division 750.019 ‐ Employee Commute Program 100‐81‐122 ‐ General Fund‐EnvironmentalPrograms‐SustainabilityDivision 2,586 4,618 ‐ Completed 10/2023 Transferred from Administration 100‐ 12‐122 750.018 in FY 24. Projectwent over budget due to claims exceeding projected budget and willbe covered with budget savings.

Program is discontinued.

FY21 Public works 122 Sustainability Division 750.069 ‐ Sustainable Infrastructure Audit 100‐81‐122 ‐ General Fund‐
EnvironmentalPrograms‐SustainabilityDivision
10,000 ‐ ‐ Not Started N/A Transferred from Administration 100‐ 12‐122 750.069 in FY24.This project will most likely not move forward. Recommended to defund in
Q3.

FY22 Public works 122 Sustainability Division 750.106 ‐ Electric Cooking Workshop Series
100‐81‐122 ‐
General Fund‐
EnvironmentalPrograms‐SustainabilityDivision
6,400 ‐ ‐ In Progress 6/30/2024 Transferred from Administration 100‐ 12‐122 750.106 in FY24.

FY24 Public works 122 Sustainability Division 750.176 ‐ Climate AP Vision Summary Doc 100‐81‐122 ‐ General Fund‐
EnvironmentalPrograms‐Sustainability
Division
10,000 ‐ ‐ In Progress 6/30/2025 Transferred from Administration 100‐ 12‐122 750.176 in FY 24.
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY24 Public works 122 Sustainability Division 750.223 ‐ CWP Electrification Study 100‐81‐122 ‐ General Fund‐
EnvironmentalPrograms‐SustainabilityDivision
50,000 ‐  40,000 In Progress 6/30/2025 Transferred from Administration 100‐ 12‐122 750.223 in FY24.

FY21 Public works 800 Public Works Admin 750.071 ‐ Municipal Water System 100‐80‐800 ‐ General Fund‐PW
Administration‐Public Works
Admin
22,677 15,280 ‐ In Progress 8/1/2024
FY24 Public works 801 Resources Recovery 750.041 ‐ HHW and PaintCare 520‐81‐801 ‐ ResourceRecovery‐EnvironmentalPrograms‐ResourcesRecovery 115,733 70,456 ‐  In Progress Ongoing
annual project
No completion date
FY21 Public works 801 Resources Recovery 750.084 ‐ Single Use Plastics Ordinance 520‐81‐801 ‐ ResourceRecovery‐EnvironmentalPrograms‐ResourcesRecovery 84,716 53,938 26,792 In Progress 6/30/2025 Ordinance implementation still in progress and on schedule.

FY22 Public works 801 Resources Recovery 750.137 ‐ SB1383 Procurement Requirements
520‐81‐801 ‐
ResourceRecovery‐EnvironmentalPrograms‐ResourcesRecovery 112,742 21,552 46,550 In Progress Ongoing
annual project
No completion date
FY22 Public works 801 Resources Recovery 750.174 ‐ New Lndfill Agrmnt/Solid Wst con
520‐81‐801 ‐
ResourceRecovery‐
Environmental
Programs‐ResourcesRecovery
245,697 174,998 26,564 In Progress 8/31/2025
FY23 Public works 802 Non Point Source 750.196 ‐ Storm Water (SWPPP) Update 230‐81‐802 ‐  Env Mgmt Cln Crk
Strm Drain‐Environmental
Programs‐Non
Point Source
19,539 ‐  ‐  Completed 3/2023 Remaining amount will be defunded in Q3.

FY19 Public works 804 Plan Review 750.039 ‐ PW Scanning Project 100‐82‐804 ‐ General Fund‐DevelopmentalServices‐PlanReview
39,713 25,338 14,376 In Progress 6/30/2024
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY20 Public works 804 Plan Review 750.067 ‐ VTC 100‐82‐804 ‐ General Fund‐
DevelopmentalServices‐PlanReview
1,961,366 ‐              1,196,589 In Progress This pertains to plan review and occurs prior to permit issuance with
the City awaiting the latest plan
submittal.

FY22 Public works 804 Plan Review 750.105 ‐ CWP Revisit 5G 100‐82‐804 ‐ General Fund‐
DevelopmentalServices‐PlanReview
250,000 ‐ ‐ In Progress 9/30/2024 Most of the work to date has been completed in‐house. Ongoing
changes to related laws, limitedstaffing resources, and other priorities have resulted in delays to
finalization.

FY20 Public works 807 Service Center Administration 750.043 ‐ Office Reconfiguration 100‐83‐807 ‐ General Fund‐Service Center‐Service CenterAdministration 189,861 53,445 ‐ In Progress Ongoing
annual project
This an ongoing allocation that was
added in FY20 to account for thevarious office reconfigurations needas a result aging City facilities to help mitigate space issues.

FY23 Public works 808 McClellan Ranch Park 750.025 ‐ Special Maintenance 100‐84‐808 ‐ General Fund‐
Grounds‐McClellan RanchPark
70,000 ‐ ‐ Pending 2026 McClellan Bridge repair not started due to time and staffing. Quotes in
progress. Awaiting preliminaryassessment on McClellan Bridge.

FY22 Public works 808 McClellan Ranch Park 750.138 ‐ 4H Perimeter Fence Replacement
100‐84‐808 ‐
General Fund‐
Grounds‐McClellan RanchPark
30,000 24,600 ‐ Completed 9/20/2023 Remaining amount will be defunded in Q3.

FY20 Public works 812 School Site Maintenance 750.025 ‐ Special Maintenance 100‐84‐812 ‐ General Fund‐
Grounds‐School
Site Maintenance
20,000 ‐ ‐ In Progress 6/30/2024 This account is used for various one‐ time maintenance projects that vary
from year to year. This account was
added FY20 to provide visibility to
one‐time project costs that vary from
year to year to assist in showing
baseline expenses only in materials
and/or contracts.

FY21 Public works 813 Neighborhood Parks 750.074 ‐ Tot Lot Rubber Resurfacing 100‐84‐813 ‐ General Fund‐
Grounds‐NeighborhoodParks
17,824 ‐  ‐  In Progress 6/30/2024 Tot lot rubber resurfacing 3 completed June 2022 & May 2023, 1
in progress (Portal Park). $13,618.50encumbered April 2024 FY22 Public works 813 Neighborhood Parks 750.141 ‐ Basketball Court Resurfacing 100‐84‐813 ‐ General Fund‐Grounds‐NeighborhoodParks
20,000 20,000 ‐  Completed 12/2023
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY17 Public works 813 Neighborhood Parks 900.990 ‐ Special Projects ‐ PW 100‐84‐813 ‐ General Fund‐
Grounds‐NeighborhoodParks
25,000 24,100 ‐  Completed 9/2023 This account is used for various l one‐ time maintenance projects that vary
from year to year. This account was
added FY17 to provide visibility to
one‐time project costs that vary fromyear to year to assist in showing baseline expenses only in materialsand/or contracts. Portal Parkconcrete replacement is completed.

FY22 Public works 814 Sport Fields Jollyman CRK 750.140 ‐ Backflow Prevention Device Repl 100‐84‐814 ‐ General Fund‐
Grounds‐Sport
Fields Jollyman
CRK
4,000 4,000 ‐ Completed 6/30/2024
FY22 Public works 814 Sport Fields Jollyman CRK 750.141 ‐ Basketball Court Resurfacing 100‐84‐814 ‐ General Fund‐
Grounds‐Sport
Fields JollymanCRK
10,000 10,000 ‐ Completed 12/2023
FY19 Public works 820 Sidewalk Curb and Gutter 750.020 ‐ Annual Sidewalk Curb & Gutter 270‐85‐820 ‐ TransportationFund‐Streets‐Sidewalk Curband Gutter
2,868,400 724,222 655,797 In Progress 6/30/2025 This is annual pavement maintenance and was added inspecial projects for visibility andreporting.

FY13? Public works 821 Street Pavement Maintenance 900.921 ‐ Annual Asphalt Project 270‐85‐821 ‐ TransportationFund‐Streets‐Street Pavement
Maintenance
5,600,754 14,370 81,120 In Progress Ongoing
annual project
This is annual pavement
maintenance and was added inspecial projects for visibility and reporting.This is in a dedicated account for SB1
reporting. Should be removed fromthis list beginning in FY25.

FY23 Public works 824 Overpasses and Medians 750.194 ‐ Trench Work 100‐86‐824 ‐ General Fund‐Trees and Right of
Way‐Overpassesand Medians
40,000 ‐ ‐ Pending Recommended to defund in Q3.

FY24 Public works 825 Street Tree Maintenance 750.235 ‐ CWP Tree List 100‐86‐825 ‐ General Fund‐
Trees and Right of
Way‐Street Tree
Maintenance
60,000 ‐ ‐ In Progress 6/30/2024 Collaborating with CDD. Project currently awaiting CDD's completionof RFP.
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY13? Public works 825 Street Tree Maintenance 900.911 ‐ Trees and Badges 100‐86‐825 ‐ General Fund‐
Trees and Right of
Way‐Street Tree
Maintenance
16,263 325 ‐  In Progress Ongoing
annual project
This is annual tree badges program
and was added in special projects for
visibility.

FY22 Public works 827 Bldg Maint City Hall 750.144 ‐ Electrical Preventive Maint 100‐87‐827 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
City Hall
25,000 ‐ ‐ Completed 2023 Remaining amount will be defunded in Q3. Work was completed. OK to
remove, defund as close out this lineas we now budget electrical preventative maintenance in base.

FY19 Public works 828 Bldg Maint Library 750.025 ‐ Special Maintenance 100‐87‐828 ‐ General Fund‐Facilities and
Fleet‐Bldg Maint
Library
45,000 ‐ 2,200 In Progress 6/30/2024 This account is used for various one‐ time maintenance projects that vary
from year to year. This account was
added FY19 to provide visibility to
one‐time project costs that vary from
year to year to assist in showing
baseline expenses only in materials
and/or contracts.

FY23 Public works 829 Bldg Maint Service Center 750.025 ‐ Special Maintenance 100‐87‐829 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
Service Center
40,000 ‐ ‐ In Progress 6/30/2024 Funds ($15,585) encumbered 4/5/2024
FY15 Public works 829 Bldg Maint Service Center 900.990 ‐ Special Projects ‐ PW 100‐87‐829 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
Service Center
233,963 ‐ 225,317 Pending 6/30/2024 This account is used for various l one‐ time maintenance projects that vary
from year to year. This account was
added FY16 to provide visibility to
one‐time project costs that vary fromyear to year to assist in showing baseline expenses only in materialsand/or contracts. Awaiting delivery of materials.

FY20 Public works 830 Bldg Maint Quinlan Center 750.025 ‐ Special Maintenance 100‐87‐830 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
Quinlan Center
85,000 7,826 ‐  In Progress 6/30/2024 This account is used for various one‐ time maintenance projects that vary
from year to year. This account was
added FY20 to provide visibility to
one‐time project costs that vary fromyear to year to assist in showing baseline expenses only in materialsand/or contracts.
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY23 Public works 831 Bldg Maint Senior Center 750.025 ‐ Special Maintenance 100‐87‐831 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
Senior Center
121,675 ‐  ‐  Not Started 6/30/2025 This account is used for various one‐ time maintenance projects that vary
from year to year. This account was
added FY20 to provide visibility to
one‐time project costs that vary fromyear to year to assist in showing baseline expenses only in materialsand/or contracts. Senior Center Access Controls 750.130 ($16,000)was transferred from InformationServices. Roof repair, deck dry rotrepair, AC replacement ‐ not starteddue to lack of staffing, need formultiple quotes and multiple vendor contracts
FY23 Public works 831 Bldg Maint Senior Center 900.945 ‐ Fixed Asset Acquisition 100‐87‐831 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
Senior Center
65,835 65,259 576 Completed 11/2023
FY19 Public works 832 Bldg Maint McClellan Ranch 750.025 ‐ Special Maintenance 100‐87‐832 ‐ General Fund‐Facilities and
Fleet‐Bldg Maint
McClellan Ranch
101,347 27,820 ‐ In Progress 6/30/2024 This account is used for various one‐ time maintenance projects that vary
from year to year. This account was
added FY19 to provide visibility to
one‐time project costs that vary fromyear to year to assist in showing baseline expenses only in materialsand/or contracts.

Public works 832 Bldg Maint McClellan Ranch 900.990 ‐ Special Projects ‐ PW 100‐87‐832 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
McClellan Ranch
‐             19,575 ‐  $18,875 transferred from 750‐025 to 900‐990 for roof and gutter
replacement. (JE 2024‐2776) Done
Right invoice came in at $19,575 so I
will need to add $700.00 to that JE.

FY23 Public works 834 Bldg Maint Wilson 750.025 ‐ Special Maintenance 100‐87‐834 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
Wilson
7,000 2,400 ‐  Completed 6/30/2024 Completed under budget FY23 Public works 836 Bldg Maint Sports Center 750.025 ‐ Special Maintenance 570‐87‐836 ‐ Sports Center‐Facilities and
Fleet‐Bldg Maint
Sports Center
50,494 6,789 ‐ In Progress 12/13/2024 HVAC + raquetball court project are remaining
FY22 Public works 836 Bldg Maint Sports Center 750.157 ‐ Door Refinishing 570‐87‐836 ‐ Sports Center‐
Facilities and
Fleet‐Bldg Maint
Sports Center
10,775 14,337 ‐  Completed 10/2023 Budget savings used to cover the overbudget.
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY24 Public works 837 Bldg Maint Creekside 750.025 ‐ Special Maintenance 100‐87‐837 ‐ General Fund‐
Facilities and
Fleet‐Bldg Maint
Creekside
12,000 ‐  ‐  Completed 11/2023 Building Condition Assessment eligibile
FY23 Public works 841 BBF Facilities Maintenance 750.025 ‐ Special Maintenance 100‐87‐841 ‐ General Fund‐
Facilities and
Fleet‐BBF
FacilitiesMaintenance
18,197 ‐ ‐ In Progress Ongoing Maint
as needed
Blesch, Byrne and Stocklmeir Maint
as needed
FY16 Public works 841 BBF Facilities Maintenance 900.990 ‐ Special Projects ‐ PW 100‐87‐841 ‐ General Fund‐
Facilities and
Fleet‐BBF
FacilitiesMaintenance
6,803 6,803 ‐ Completed 7/2023 This account is used for various l one‐ time maintenance projects that vary
from year to year. This account wasadded FY16 to provide visibility to one‐time project costs that vary from
year to year to assist in showing
baseline expenses only in materialsand/or contracts. Expenses arelocated in fixed assets. Expensed to900.990 GL account, budget transfer will be initiated to complete
transaction.

FY23 Public works 844 Traffic Engineering 750.040 ‐ Planned Transportation Project 100‐88‐844 ‐ General Fund‐
Transportation‐Traffic
Engineering
56,023 31,226 4,598 In Progress 6/30/2024
FY20 Public works 844 Traffic Engineering 750.061 ‐ Community Shuttle Pilot Program
100‐88‐844 ‐
General Fund‐Transportation‐TrafficEngineering
10,574 ‐ ‐ Completed 6/30/23 Remaining amount will be defunded in Q3.

FY21 Public works 844 Traffic Engineering 750.079 ‐ Adaptive Traffic Signaling 100‐88‐844 ‐ General Fund‐Transportation‐TrafficEngineering
18,443 12,473 ‐ Completed 8/2023 Remaining amount will be defunded in Q3.

FY22 Public works 844 Traffic Engineering 750.163 ‐ VMT to LOS Standards 100‐88‐844 ‐ General Fund‐
Transportation‐Traffic
Engineering
130,000 13,336 116,605 In Progress 6/30/2025
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY23 Public works 844 Traffic Engineering 750.219 ‐ CWP Bicycle Facilities 100‐88‐844 ‐ General Fund‐
Transportation‐TrafficEngineering
50,000 ‐  ‐  In Progress 12/31/2024 This has started although no money has been spent. There have been
several meetings with the BPC, and
most recently staff has been working
on completing an MOU with theRotary to partner on the installation of bike racks on private property.

The MOU has now been executedand meetings are ongoing between staff, Rotary, and BPC subcommitteeto finalize bike rack installationlocations. Once locations arefinalized, the division of laborregarding installation will be determined and the bike rackspurchased and installed.

FY23 Public works 844 Traffic Engineering 750.231 ‐ SC Corridor Vision Study 100‐88‐844 ‐ General Fund‐
Transportation‐Traffic
Engineering
154,079 ‐  ‐  In Progress 6/30/2025 Partnered with City of San Jose FY23 Public works 844 Traffic Engineering 750.242 ‐ AC2 Traffic Monitoring 100‐88‐844 ‐ General Fund‐
Transportation‐TrafficEngineering
77,340 41,205 42,975 In Progress 6/30/2025 Budgeted funds will be transferred here from 100‐88‐844 900.923.

FY17 Public works 844 Traffic Engineering 900.923 ‐ Apple Campus 2 100‐88‐844 ‐ General Fund‐
Transportation‐TrafficEngineering
‐  ‐  ‐  Completed 6/30/2025 Budgeted in incorrect GL account, departments will initiate a transfer
to correct to 100‐88‐844 750.242.This is a development project that spanned several years. It was added
a special project to provide visability
and to maintain relevent baseline
expenses in materials and contracts.

FY23 Public works 844 Traffic Engineering 900.964 ‐ I‐280/Wolfe Rd Interchange Imprv
100‐88‐844 ‐
General Fund‐
Transportation‐Traffic
Engineering
800,000 800,000 ‐ In Progress Est. completion
date unknownas the projectis with VTA
Originally budgeted in 750‐040 and
transferred to Capital Outlay Account
100‐88‐844 900‐964. Advanced
payment made to VTA for the City's
portion.

FY21 Public works 845 Traffic Signal Maintenance 750.079 ‐ Adaptive Traffic Signaling 100‐88‐845 ‐ General Fund‐
Transportation‐Traffic Signal
Maintenance
16,042 ‐ ‐ Completed 10/4/2023 Remaining amount will be defunded in Q3.
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY24 Public works 845 Traffic Signal Maintenance 900.945 ‐ Fixed Asset Acquisition 100‐88‐845 ‐ General Fund‐
Transportation‐Traffic Signal
Maintenance
‐             41,529 8,972 Completed 7/10/2023 Expensed to 900.945 GL account, budget transfer will be initiated to
complete transaction.

FY21 Public works 846 Safe Routes 2 School 750.080 ‐ Pedestrian Education 100‐88‐846 ‐ General Fund‐
Transportation‐Safe Routes 2
School
10,118 10,118 ‐ Completed 11/2023
FY15 Public works 848 Street Lighting 900.990 ‐ Special Projects ‐ PW 100‐85‐848 ‐ General Fund‐Streets‐Street
Lighting
230,000 171,163 (0) In Progress 8/30/2024 This account is used for various l one‐ time maintenance projects that vary
from year to year. This account was
added FY16 to provide visibility to
one‐time project costs that vary fromyear to year to assist in showing baseline expenses only in materialsand/or contracts.

FY23 Public works 853 Storm Drain Fee 750.063 ‐ Rainwater Capture 230‐81‐853 ‐  Env Mgmt Cln Crk
Strm Drain‐EnvironmentalPrograms‐Storm
Drain Fee
47,719 12,369 22,850 In Progress Ongoing
annual project
No completion date
FY23 Public works 854 General Fund Subsidy 750.064 ‐ Low Income Cost Share 230‐81‐854 ‐ Env Mgmt Cln Crk
Strm Drain‐Environmental
Programs‐General
Fund Subsidy
13,162 (79) ‐  In Progress Ongoing
annual project
No completion date. Payments werevoided as checks were not cashed.

FY23 Public works 854 General Fund Subsidy 750.065 ‐ CUSD Joint Use Cost Share 230‐81‐854 ‐  Env Mgmt Cln Crk
Strm Drain‐EnvironmentalPrograms‐General
Fund Subsidy
8,706 ‐ ‐ In Progress Ongoing
annual project
No completion date
FY24 Public works 855 Storm Drain Maintenance 900.945 ‐ Fixed Asset Acquisition 230‐81‐855 ‐  Env Mgmt Cln Crk
Strm Drain‐EnvironmentalPrograms‐Storm
DrainMaintenance
131,000 128,895 ‐ Completed 12/2023 Rover storm drain camera purchase 542
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FY 2023-24 Third Quarter Special Projects
FY Added Function Program Base And Detail Account With Detail Description
Full Org Set Code
And Description
Amended
Budget
Actual
Amount
Encumbrances Status Estimated
Complete
Notes (e.g., carried over to next
fiscal year)
FY09 Public works 985 Fixed Assets Acquisition 900.945 ‐ Fixed Asset Acquisition 630‐90‐985 ‐ Vehicle/EquipReplacement ‐Citywide ‐ NonDepartmental‐Fixed Assets Acquisition
1,264,468 260,690 720,746 In Progress Ongoing
annual project
This is annual acquisitions of vehicle
and equipment and was added in
special projects for visibility.

FY22 Recreation services 601 Rec & Comm Svcs Administration 750.098 ‐ CWP Senior Strategy 100‐60‐601 ‐ General Fund‐
Administration‐Rec & Comm SvcsAdministration
41,378 32 ‐  In Progress 6/30/2024 Senior Survey Assessment FY22 Recreation services 601 Rec & Comm Svcs Administration 750.164 ‐ CWP Dogs Off Leash Area 100‐60‐601 ‐ General Fund‐Administration‐Rec & Comm SvcsAdministration 5,000 154 ‐ In Progress 6/30/2024
FY24 Recreation services 601 Rec & Comm Svcs Administration 750.241 ‐ Senior Svcs & Youth Engagement 100‐60‐601 ‐ General Fund‐Administration‐Rec & Comm SvcsAdministration 20,000 266 ‐  In Progress 6/30/2024
FY15 Recreation services 621 Sports Center Operation 900.959 ‐ Windscreens 570‐63‐621 ‐ Sports Center‐Sports, Safety and
Outdoor Rec‐Sports CenterOperation
72,853 72,162 ‐ Completed September
2023
Project completed and remaining
funds will be defunded in Q3
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Department Name of Grant Description of Grant
Requested Grant
Amount
Date
Applied
Date
Due
Status (Grant
Awarded,
Pending Results,
Grant Denied)
Grant Amount
Awarded Date Awarded
Administration National Association of City and County Health Officials (NACCHO) Respond, Innovate, Sustain,
and Equip (RISE) Awards
To provide resources to the MRC network to
support COVID‐19 response efforts.
$25,000 3/4/2022 3/4/2022 Grant Awarded $25,000 8/11/2022 Administration Local Governments: Connecting Neighbors to Neighbors
California Office of the Governor,
CalVolunteers program funding for the Block
Leader Program to hold events that expand
networks of neighbors within the community
$222,233 6/16/2023 6/16/2023 Grant Awarded $222,233 7/17/2023 Community DevelopmentDepartment
Santa Clara County Permanent Local Housing
Allocation (PLHA) Consortium
CA Dept of Housing & Community
Development (HCD)
$165,510 12/15/2021 12/30/2021 Grant Awarded to
County PLHAConsortium
$165,510 N/A
Community DevelopmentDepartment
Santa Clara County Permanent Local Housing
Allocation (PLHA) Consortium
CA Dept of Housing & Community
Development (HCD)
$257,254 12/15/2021 12/30/2021 Grant Awarded to
County PLHA
Consortium
$257,254 N/A
Community Development
Department
Santa Clara County Permanent Local Housing
Allocation (PLHA) Consortium
CA Dept of Housing & Community
Development (HCD)
$283,100 12/15/2021 12/30/2021 Grant Awarded to
County PLHAConsortium
$283,100 N/A
Community DevelopmentDepartment
2020 Local Early Action Planning (LEAP) Grants
Program
CA Dept of Housing & Community
Development (HCD) funding to accelerate
progress of Housing Element towards state
housing goals
$300,000 7/1/2020 7/1/2020 Grant Awarded $300,000 10/6/2020 Information & Technology California Automated Permit Processing (CalAPP) Program
Grant to enhance solar permitting applications. $60,000 3/13/2023 7/1/2027 Grant Awarded $60,000 4/4/2023 Information & Technology andCommunity DevelopmentDepartment Dept. of Housing and Community Development Financial assistance for implementation of softwares that accelerate and streamline
Housing Production
$310,000 3/20/2020 12/31/2022 Grant Awarded $310,000 3/24/2020 Parks and Recreation NRPA: Supporting Healthy Aging Through Parks and Recreation 3.0
With the support of the Centers for Disease
Control and Prevention (CDC), NRPA is
offering instructor training grants for fivearthritis‐appropriate, evidence‐based interventions (AAEBIs). Essentially, these are
physical activity classes that are proven to helppeople with arthritis symptoms but can actually benefit anyone
$0 10/20/2023 10/23/2023 Grant Awarded $0 ‐ Grant provides instructor training andmaterial/equipment for
the class
11/28/2023
Public Works California Electric Vehicle Infrastructure Project Purchase and installation of EV charging infrastructure at publicly‐owned sites ($4,500per charging port) $130,500 12/22/2020 12/22/2020 Funds Partially
Reserved
$130,500 N/A
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Department Name of Grant Description of Grant
Requested Grant
Amount
Date
Applied
Date
Due
Status (Grant
Awarded,
Pending Results,
Grant Denied)
Grant Amount
Awarded Date Awarded
Competitive Citywide Grants Tracking - FY24 Third Quarter Update Public Works TIRCP (Transit and Intercity Rail Program) 5‐year expansion of Via shuttle, including partnership with City of Santa Clara
$8,465,000 3/3/2022 3/8/2022 Grant Awarded $8,465,000 7/11/2022 Public Works HSIP (Highway Safety Improvement Program) Improving safety at signalized intersections $2,005,900 9/12/2022 9/12/2022 Grant denied N/A N/A Public Works HSIP (Highway Safety Improvement Program) Improving safety on roadway segments $3,561,800 9/12/2022 9/12/2022 Grant Awarded $3,205,620 3/15/2023 Public Works HSIP (Highway Safety Improvement Program) Improving safety on roadway segments $4,450,200 9/12/2022 9/12/2022 Grant denied N/A N/A Public Works OBAG (One Bay Area Grant) Cycle 3 De Anza Blvd buffered bike lanes $500,000 7/27/2022 7/27/2022 Grant denied N/A N/A Public Works Safe Streets 4 All (SS4A) Bollinger Road road diet traffic analysis, outreach and engineering design
$532,000 7/10/2023 7/10/2023 Grant Awarded $425,600 12/13/2023 Public Works Federal Community Project Funding Grant FY22 Funding for Cupertino Library Expansion project
$1,000,000 3/25/2021 6/10/2022 Grant Awarded $1,000,000 2/15/2024 Public Works
Federal Community Project Funding Grant FY22
Funding for Jollyman All Inclusive Play Area $1,000,000 4/25/2022 6/10/2022 Grant Denied $1,000,000 N/A Public Works State Specified Grant Funding for Jollyman All Inclusive Play Area $1,000,000 3/17/2022 7/1/2022 Grant Awarded $1,000,000 N/A Public Works PG&E Community Grant Funding for Jollyman All Inclusive Play Area $25,000 8/8/2022 9/1/2022 Grant Awarded $25,000 10/3/2022 Public Works Santa Clara County AIPG Funding for Jollyman All Inclusive Play Area $1,440,000 10/10/2018 10/12/2018 Grant Awarded $1,440,000 5/13/2019 Public Works McClellan Road Bridge Reconstruction State Funding Grant $7,500,000 3/17/2022 7/1/2022 Grant Awarded $5,000,000 N/A Public Works McClellan Road Bridge Reconstruction Federal Funding Grant ‐ Ro Khanna $2,500,000 3/14/2023 3/17/2023 Pending Results Public Works TDA3 Funding for Tamien Innu (I‐280 Trail)‐East $1,015,022 12/1/2021 12/1/2021 Grant Awarded $1,015,022 5/25/2022 Public Works 2016 Measure B Capital Projects Funding for Tamien Innu (I‐280 Trail)‐East $920,978 12/1/2021 12/1/2021 Grant Awarded $920,978 11/12/2021 Public Works 2016 Measure B Capital Projects Funding for Tamien Innu (I‐280 Trail)‐Central $460,000 7/1/2020 7/1/2020 Grant Awarded $460,000 7/14/2020 Public Works 2016 Measure B Capital Projects Funding for Tamien Innu (I‐280 Trail)‐Central $3,725,000 7/1/2020 7/1/2020 Pending Results $3,725,000 N/A Public Works Sustainable Transportation Planning Grant Bollinger Road road diet traffic analysis, outreach and engineering design
$318,707 3/14/2023 3/14/2023 Grant Denied N/A N/A
Public Works Office of Traffic Safety (OTS) Bicycle and Pedestrian Education $152,000 1/31/2024 1/31/2024 Pending Results Public Works 2016 Measure B Noise Abatement Program Funding for Tamien Innu (I‐280 Trail)‐Central $15,000 3/23/2023 3/31/2023 Grant Denied N/A N/A Public Works BPMP (Bridge Preventative Maintenance Program) Funding for recommended preventative maintenance on local roadway bridges
$1,144,472 9/30/2020 N/A Grant Awarded $1,144,472 4/12/2023 Public Works HBP (Highway Bridge Program) Repairs to bridge 37C0011, SCB over Stevens Creek
$688,000 10/5/2018 N/A Grant Awarded $688,000 10/12/2018 Public Works State of California Proposition 68 Funding for Wilson Park Basketball Court $214,549 12/6/2021 N/A Grant Awarded $214,549 1/21/2022 Public Works BAAQMD ‐ TFCA 40% Fund (Transportation Fund for Clean Air)
Funding for year three (FY25) of Silicon Valley(SV) Hopper. $500,000 3/14/2024 3/15/2024 Pending Results N/A N/A
Public Works EPA ‐ CPRG (Climate Pollution Reduction Grants Program)
Funding for years three and four of SV Hopper. $4,939,988 3/27/2024 4/1/2024 Pending Results N/A N/A Public Works EPA ‐ CPRG (Climate Pollution Reduction Grants Program)
Coalition member application with San Jose
and SVCE as leads. Grant seeks to establishfunding pool for muni building electrification as part of Measure #2 in County PCAP.
$1,951,321 4/1/2024 4/1/2024 Pending Results N/A N/A
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Department Name of Grant Description of Grant
Requested Grant
Amount
Date
Applied
Date
Due
Status (Grant
Awarded,
Pending Results,
Grant Denied)
Grant Amount
Awarded Date Awarded
Competitive Citywide Grants Tracking - FY24 Third Quarter Update Public Works EPA ‐ CPRG (Climate Pollution Reduction Grants Program)
Coalition member with Sunnyvale as lead.

Grant seeks to establish regional reusable to‐go
foodware systems including niche for prepared
food recovery closed systems. (Sunnyvale, San
Jose, Mountain View, San Benito County,
Cupertino)
Cupertino will notreceive funds directly
but would be part of
a regional effort.
4/1/2024 4/1/2024 Pending Results N/A N/A
Public Works Extreme Heat and Community Resilience Program Integrated Climate Adaptation and Resilience Program and administered by the Governor’sOffice of Planning and Research (OPR) $900,000 5/7/2024 10/1/2024 Pending Results N/A N/A
Public Works Community Decarbonization Engagement Grant Competitive grant for community engagement around decarbonization topics from SVCE.

Grant Funds shall be disbursed to Recipient on
a reimbursement basis.
$100,000 4/1/2022 4/4/2022 Grant Awarded $111,500 2/2/2023 Public Works ‐ EnvironmentalPrograms Division
EPA Recycling Education and Outreach Improve the effectiveness of residential and community recycling and composting
programs through public education and
outreach. Increase collection rates and decrease
contamination across the nation
$1,400,000 2/15/2023 2/15/2023 Denied N/A N/A
Public Works andAdministration
CalOES Hazard Mitigation Grant Program Project
Subapplication
Cupertino Civic Center Plaza Microgrid study
and construction
$979,402 6/17/2021 6/17/2021 Grant Awarded N/A N/A
Public Works Cupertino Library Expansion Project Submitted to Ro Khanna’s office as an appropriation through the Federal government
for
$1,000,000 3/25/2021 N/A Pending Results N/A N/A
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Department Name of Grant Description of Grant
RequestedGrant Amount
DateApplied
Date
Due
Status (GrantAwarded,
Pending Results,Grant Denied) Grant Amount Awarded Date Awarded Administration Emergency Management Performance Grant (EMPG) Performance Grant (EMPG) program is one of the grant programs that constitute DHS/FEMA’s focus on all‐hazards emergency preparedness.

These grant programs are part of a comprehensive set of measures authorized by Congress and implemented by DHS. Among the goals noted in the DHS Strategic Plan, the EMPG program supports the goal to Strengthen Preparedness and Resilience. $ 8,000 N/A N/A Grant Awarded $ 8,000 N/A Administration Emergency Management Performance Grant (EMPG) Performance Grant (EMPG) program is one of the grant programs that constitute DHS/FEMA’s focus on all‐hazards emergency preparedness.

These grant programs are part of a comprehensive set of measures authorized by Congress and implemented by DHS. Among the goals noted in the DHS Strategic Plan, the EMPG program supports the goal to Strengthen Preparedness and Resilience. $ 9,000 N/A N/A Grant Awarded
pending MOU $ 9,000 N/A
Public Works Energy Efficiency Community Block Grant
EECBG funds for use in developing energy efficiency services orstrategies, code enforcement, other uses $ 139,518 N/A 4/28/2023 Pending Results $ 139,518 Dates and exact amount notyet known
Public Works Reach Codes/Building Codes Silicon Valley Clean Energy grant to support reach codes development $ 10,000 3/18/2022 4/30/2022 Grant Reserved $ 10,000 11/30/2022
Community
DevelopmentDepartment Homeless Services and Supports
A matching grant of $50,000 for the City of Cupertino, which currently funds several assistance programs for unhoused residents. These programs include Haven to Home, a program run by West ValleyCommunity Services that offers bus passes, laundry quarters, hygiene kits, foods assistance, and other forms of assistance, as well as a Rotating Safe Car Park program that serves Saratoga and Cupertino and is operated by Amigos de Guadalupe and West Valley CommunityServices. $ 50,000 5/10/2023 5/10/2023 Awarded $ 50,000 5/10/2023
Administration/CommunityDevelopmentDepartment Homeless Services and Supports A matching grant of $50,000 for the City of Cupertino, which currently funds several assistance programs for unhoused residents. These programs include Haven to Home, a program run by West ValleyCommunity Services that offers bus passes, laundry quarters, hygienekits, foods assistance, and other forms of assistance, as well as a Rotating Safe Car Park program that serves Saratoga and Cupertino and is operated by Amigos de Guadalupe and West Valley CommunityServices. Use of the additional $50k will be determined. $ 50,000 4/29/2024 4/29/2024 PendingConfirmation $ 50,000
TBD
CommunityDevelopmentDepartment Community Development Block Grant (CDBG) U.S. Dept of Housing & Urban Development (HUD) Federal Entitlement Allocation ‐ FY 2021‐22 $ 412,800
8/26/2021
Annually: 6/30 Grant Awarded $ 412,800
2/25/2021
CommunityDevelopmentDepartment Community Development Block Grant (CDBG) U.S. Dept of Housing & Urban Development (HUD) Federal EntitlementAllocation ‐ FY 2022‐23 $ 388,459 10/5/2022 Annually: 6/30 Grant Awarded $ 388,459 9/26/2022
Community
DevelopmentDepartment Community Development Block Grant (CDBG) U.S. Dept of Housing & Urban Development (HUD) Federal EntitlementAllocation ‐ FY 2023‐24 $ 358,910 N/A Annually: 6/30 Grant Awarded $ 358,910 7/21/2023
CommunityDevelopmentDepartment Community Development Block Grant (CDBG) U.S. Dept of Housing & Urban Development (HUD) Federal Entitlement Allocation ‐ FY 2024‐25 $ 173,313 N/A Annually: 6/30 Grant Awarded $ 173,313 CommunityDevelopmentDepartment CDBG‐CV CARES Act Funding U.S. Dept of Housing & Urban Development (HUD) Emergency COVID Allocation $ 553,939 8/26/2021 6/30/2022 Grant Awarded $ 553,939 8/20/2021
Community
DevelopmentDepartment Regional Early Action Planning ( REAP) Grants of 2021 CA Dept of Housing & Development (HCD) funding and technicalassistance for implementation of the Housing Element to streamlinehousing approvals $ 52,613 11/1/2022 11/1/2022 Grant Awarded $ 52,613 12/1/2022
Innovation andTechnology California Automated Permit Processing (CalAPP) Program CalAPP is proving a one time grant for the nhancement of Solar permit applications $ 60,000 2/15/2023 5/31/2027 Grant Awarded $ 60,000 4/4/2023
Parks and Recreation Community Fourth of July Fireworks Events The County of Santa Clara allocates a total of $25,000 to sponsor up to two fireworks events in each of the five supervisorial districts ($5,000 per district). The County’s fireworks grant program, which was suspended for three years during the COVID‐19 pandemic, returns for 2023. $ 5,000 3/15/2023 3/31/2023 Awarded $ 3,750 5/2/2023
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Department Name of Grant Description of Grant
RequestedGrant Amount
DateApplied
Date
Due
Status (GrantAwarded,
Pending Results,Grant Denied) Grant Amount Awarded Date Awarded Non-Competitive Citywide Grants Tracking - FY24 Third Quarter Update Public Works Bicycle/Pedestrian Education & Encouragement 2016 Measure B $ 33,090 9/8/2022 N/A Grant Awarded $ 33,090 9/29/2022
Public Works Sustainable Infrastructure/Energy Resiliency Grant To support energy resiliency capital improvements $ 255,798 6/29/2022 N/A Grant Awarded $ 255,798 6/29/2022
Public Works
Community Resilience Program ‐ Capital Projects Grant with SVCE
Grant to purchase two transportable EV Solar Charging infrastructure and trailer units. $ 223,665 11/8/2023 N/A Grant Awarded $ 223,665 Purchase Complete Public Works DOE Energy Efficiency and Conservation Block Grant Equipment rebate to cover a conversion of streetlights to LED fixtures $ 139,000 4/25/2024 4/30/2024 Pending Results Pending PendingPublic Works CalRecycle SB 1383 Local Assistance Grant Program ‐ 2022 cycle
Grant program meant to provide aid in the implementation of regulationrequirements associated with SB 1383. $ 83,693 1/21/2022 2/1/2022 Grant Awarded $ 83,693 4/27/2022
Public Works
CalRecycle Beverage Container Recycling City/CountyPayment Program Provide opportunities for beverage container recycling. Allowable uses include 2 staff attending annual CA Resource Recovery Associationconference, water refill stations, and recycling receptacles. $ 14,812 Funds must be
expensed between
5/03/2022 ‐ 4/1/2024 Annually:
dates vary Grant Awarded $ 14,812
5/28/2021
Public Works
CalRecycle Beverage Container Recycling City/CountyPayment Program Provide opportunities for beverage container recycling. Allowable uses include 2 staff attending annual CA Resource Recovery Associationconference, water refill stations, and recycling receptacles. $ 15,158 Funds must be
expensed between4/13/2023‐3/1/2025 Annually:
dates vary Grant Awarded $ 15,158
4/13/2023
Public Works
CalRecycle Beverage Container Recycling City/County
Payment Program
Provide opportunities for beverage container recycling. Allowable uses include 2 staff attending annual CA Resource Recovery Association conference, water refill stations, and recycling receptacles. $ 15,137 12/15/2023 Annually:
dates vary Pending Results $ 15,137 expected
Public Works
CalRecycle SB 1383 Local Assistance Grant Program ‐ 2023 cycle
Grant program meant to provide aid in the implementation of regulation requirements associated with SB 1383. $ 161,264 11/14/2023 11/15/2023 Grant Awarded This cycle will bereimbursement‐based instead
of pre‐paid.

This cycle will bereimbursement‐basedinstead of pre‐paid.

Public Works TDA3 Funding for De Anza Blvd Buffered Bike Lanes $ 166,259 5/24/2023 5/26/2023 Grant Awarded $166,259 10/5/2023 548
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CIP PROJECT UPDATE May 09, 2024
Program Overview, Accomplishments & Status
The Capital Improvement Program (CIP) Administration Division provides design and construction administration for all capital improvement projects including streets, sidewalks, storm drainage, buildings, parks, bicycle and pedestrian improvements and other public facilities.

The Division ensures that all public improvements are designed and constructed in accordance with community expectations and City standards. The Division places safety of the public, City employees, and workers as the highest priority in the delivery of capital projects.

Q3 - FY2023 – 2024 (January - March 2024)
Status of Current CIP Projects
The categories below directly correlate to the categories in the FY23-28 CIP Schedule. Furthermore, the projects are color-coded to illustrate the type of project. These ‘types’ are somewhat intuitively, rather than effectively ascribed to the projects, as many projects would fall into multiple categories.

Facilities related CIP Projects (orange) – 5 active projects, 1 queued Streets and Grounds related CIP Projects (red) – 4 active projects, 1 completed Traffic, Bike and Pedestrian related CIP Projects (blue) – 5 active projects, 1 queued Parks and Recreation System related CIP Projects (green) - 5 active projects, 1 completed Total: 19 active projects, 2 completed, 2 queued (on hold).

ACTIVE PROJECTS
Project Title Description Current
Phase
Scheduled
Completion
Status/Notes
DeAnza Blvd
Buffered Bike
Lanes
Restripe De Anza Blvd to
include a painted buffered
zone between the existing
bike lane and the vehicle
lanes.

Construction July 2024 Construction planned for
June-July 2024, and is
planned to be
coordinated with the
McClelland Road Bike
Corridor project.
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