Los Altos Hills City Council
June 9, 2026

1 City Council Special Meeting Agenda
June 9, 2026

NOTICE TO PUBLIC
Any writings or documents provided to a majority of the City Council regarding any item on the open session portion of this agenda will be made available for public inspection in the City Clerk’s office located at 26379 Fremont Road, Los Altos Hills, California during normal business hours. These materials will also be made available on the City website at www.losaltoshills.ca.gov subject to Staff’s ability to post the documents before the meeting.

REVISION NO. 1- Monday, June 8, 2026

NOTICE IS HEREBY GIVEN THAT A SPECIAL MEETING OF THE

LOS ALTOS HILLS CITY COUNCIL WILL BE HELD ON
TUESDAY, JUNE 9, 2026, AT 5:00 P.M.

Meetings of the City Council are held in-person. As a courtesy, and in compliance with applicable state law, staff and members of the public may participate in the meeting in person at Town Hall or virtually via Zoom Video Conference. Members of the City Council may participate remotely from time to time in accordance with the provisions of Government Code section 54953.

To attend the meeting in person:

City Council Chambers, 26379 Fremont Road, Los Altos Hills, CA 94022 To provide Public Comment in person:

Members of the public wishing to speak are requested to complete a speaker card and submit it to the City Clerk at the meeting.

To participate in the meeting via Zoom Video Conference, please follow the instructions below:

Public comment will also be accepted via email at [email protected] prior to the start of the meeting. Written comments will be posted on the website and distributed to the Council.

If you choose to email your comments, please indicate in the subject line “FOR PUBLIC COMMENT” and indicate the item number.

If you wish to submit a public comment during the meeting, please use the following information.

Before speaking, please identify yourself by name and where you reside. The City Council meeting will be live streamed on the Town’s website and via zoom at the following location:
https://us02web.zoom.us/j/89736131276?pwd=kFtTPT3ZxcYFXb5Lx9NrwdNiFuCaHi.1 Webinar ID: 897 3613 1276
Passcode: 94022
Town of Los Altos Hills
City Council Special Meeting Agenda
Tuesday, June 9, 2026 at 5:00 PM
Council Chambers, 26379 Fremont Road
Los Altos Hills, California

2 City Council Special Meeting Agenda
June 9, 2026
CALL TO ORDER (5:00 P.M.)

ROLL CALL

PLEDGE OF ALLEGIANCE

1. AGENDA REVIEW

2. PUBLIC COMMENT (Public Comment is Limited to Items which are the Subject of the Special Meeting)
Speakers and members of the audience are reminded that public comments must comply with the Town’s Rules of Decorum. Profane language or disruptive conduct is prohibited under Los Altos Hills Municipal Code Sections 2-1.115(c) and (d).

3. NEW BUSINESS
A. Presentation on the Status of Negotiations with the County of Santa Clara Office of the Sheriff Regarding the Expiring Agreement for Law Enforcement Services in Los Altos Hills (Staff: C. Einfalt)
B. Resolution Approving Amendment Number 2 Authorizing a 12-Week Extension to the Current Law Enforcement Agreement with the County of Santa Clara Office of the Sheriff (Staff: C. Einfalt)

4. 5.

6. CLOSED SESSION
A. Public Employment
(Pursuant to Government Code Section 54957)
Title: City Attorney

REPORT OUT OF CLOSED SESSION

ADJOURN
Pursuant to Ordinance No. 506, the Council Meeting shall adjourn no later than 10:00 p.m., unless otherwise approved by a majority of the Councilmembers present.

ASSISTANCE FOR PERSONS WITH DISABILITIES
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in the meeting, please contact the City Clerk at 650-941-7222. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Copies of all agenda reports and supporting data are available for inspection at Town Hall, 26379 Fremont Road and the Los Altos Main Library 72 hours in advance of the meeting. A complete agenda can be found

3 City Council Special Meeting Agenda
June 9, 2026
on the Town’s webpage: http://www.losaltoshills.ca.gov. A complete packet of information is available for inspection during the meeting at the table to the back of the Council Chambers.

The Council may take action on any agendized matter in any manner deemed appropriate by Council.

Status of Negotiations with the County Office of
the Sheriff for Law Enforcement Services
&
Approval of a 12-Week Extension to Current
Contract

SPECIAL CITY COUNCIL MEETING
JUNE 9, 2026

PRESENTATION OVERVIEW
Part 1 – Background & Contract Overview
• Review high-level changes in proposed contract (2014 vs 2026) • Current state of negotiations with the County & extension amendment • Possible Council Action  Approve extension
Part 2 – Long-term thinking
• A discussion of alternate service models – Mayor Bhateja • Receive Council feedback
Part 3 – Discussion of Service Level in Town
• Review current service levels
• Discussion on possible changes & associated financial impact • Receive Council feedback

BACKGROUND ON CURRENT CONTRACT
• July 1, 2014 – Town entered into a 10-year agreement with the County. Set expiration was July 1, 2024
• Contract includes an option to renew for 5-years
• In November 2023 – the Town & Contract Cities requested 5-year renewal; however • In Early 2024, the County countered with renewal at significantly higher rate at revamped methodology • First time County identified:
• Contract was not cost neutral to county budget
• Cap on increases were not aligned with actual cost
• Given the short time window before expiration, compromise was reached to extend contract for 2 years through June 30, 2026 at same rate-increase methodology set forth in 2014

HIGH-LEVEL CHANGES TO CONTRACT
• Full-cost recovery
• Additional County services used by the Sheriff’s Office have been added to overhead calculation • Methodology for calculating overhead has changed
• No cost-cap
• 2014 model - had a CPI + 2% cap
• 2026 model - No percentage increase year-to-year
• Overhead has been pulled
• 2014 model – overhead was baked into hourly rate
• 2026 model – overhead has been isolated and is not scalable

POINTS OF CONCERN WITH PROPOSED 2026 CONTRACT
• Limited control for financial impact to cities since several costs transitioned to overhead
• Legality question as to what’s included in overhead
• Questionable approach on how to calculate cost of overhead • Can overhead costs be assessed in a different way
• Actual costs year to year will be passed along to Cities • No cap

NEGOTIATION TEAM
LAH Council Ad Hoc
Committee:
- Mayor Bhateja
- Councilmember Swan
3 City Ad Hoc Team
Los Altos Hills
• Mayor Bhateja
• CM Einfalt
Cupertino
• Mayor Moore
• CM Kapoor
Saratoga
• Mayor Page
• Acting CM Arroyo
+Finance and Legal Reps
Project Management Consultant
Craig Whittom Consulting
Public Relations Advisor
Singer Associates, Inc.

Conducted “Telephone Town Hall”
on April 12, 2026

CURRENT STATE OF NEGOTIATIONS
Big questions remain:
• Cost Proposal questionable overhead methodology
• First received from the County on December 31, 2025
• Contract Terms – Major issues: term of contract, exit clause • Response from County on May 19, 2026, from Town’s May 2025 term sheet May 26th 2026 Meeting with the County
• 3 City Ad Hoc Team
• County Executive
• Supervisor Abe-Koga
• County Sheriff & Team
Outcome: County Executive agreed to a 12-week
extension for Contract Cities to conduct an
Overhead Methodology Assessment with an
outside consultant to review County’s proposal
 Extension would take place with new rate
structure

OVERHEAD METHODOLOGY ASSESSMENT
Vasquez & Company will independently review the County's Sheriff proposed billing structure to determine whether Contract Cities are being charged only for allowable expenses related to contracted law enforcement services and not for prohibited countywide overhead costs Objective:
• Determine whether Santa Clara County's Sheriff contract charges comply with GC §51350. • Verify that the Contract Cities are only paying only for actual and reasonable law enforcement services provided • Identify any countywide overhead or general government costs that may have been improperly charged to the Contract Cities
Key Tasks:
• Review Sheriff service contracts, staffing plans, patrol assignments, and service delivery model. • Evaluate direct law enforcement costs, including personnel, overtime, vehicles, equipment, and supplies. • Assess allocation methodologies for shared patrol stations and regional policing services. • Analyze overhead charges, including command staff, administrative functions, and support services. • Reconcile billed costs to County financial records and Cost Allocation Plans (CAP). • Evaluate transparency, documentation, and support for all cost allocations.

RECOMMENDATION
• Authorize the City Manager to execute the second amendment for a 12-week extension to the current law enforcement agreement  Meanwhile Cities will continue to negotiate on the terms of the agreement post-extension
TRANSITION TO PART 2
• A discussion of alternate service models – Mayor Bhateja

PART 3 – CURRENT SERVICES IN TOWN (FY 25 COMPLETE)

REVIEW OF CURRENT USAGE
REFUND
(BILL) LAH
FY2025 227,715
FY2024 121,964
FY2023 (432,877)
FY2022 (32,197)
FY2021 7,747
FY2020 29,795
FY2019 5,668
FY2018 4,026
FY2017 9,451
FY 2016 (33)
FY 2015 56,223
FY 2014 44,984
FY 2013 5,254
FY 2012 86,296

PROPOSED CHANGES WITH NEW CONTRACT
Recommended
Change:
• Dropping traffic
enforcement to 600
hours
• Transfer to general
law enforcement
hours
• Total number of
patrol hours does
not change

Law Enforcement Services:

Options, Costs & Recommendations
by
Rajiv Bhateja
Town of Los Altos Hills
June 9, 2026
ITEM3A, Supplement 1

EXECUTIVE SUMMARY
2 • Current Sheriff’s contract for police services is expiring • Temporary extension (at higher cost) runs until September 30 • After that, renewal is for 5 years
• Possible exit with 1 year notice?
• New contract has 23% increase (could go higher depending various factors) • County overheads appear to be high
• City Council needs to evaluate options and give direction to staff and ad hoc committee

CURRENT STATUS
3 • Police services from Santa Clara County Sheriff
• Deputies: $1.5M, Overheads: $1.9M
• Current: 2025-2026: $2.75M
Proposed: 2026-2027: $3.38M (23% increase) + possible addl. pass through costs 2027-2031: Annual increases
• State law (Gov. Code 51350) prohibits County from charging more (or less!) than the actual cost • County option:

Reduce patrol hours 16% (7,281 → 6100). But reduces cost only 9% ($3.39M → $3.08M) • Private Security (PalAmerican): $0.49M
• Total Cost: $3.9M
• Caveat: Saratoga may switch to Los Gatos Police (1-2 years). Could increase overhead costs (depending on exit terms).

MODELS FOR POLICE SERVICES
4 Sheriff served:
• LAH, Cupertino, Saratoga: served by Santa Clara County Sheriff • Woodside, Portola Valley: served by San Mateo County Sheriff Sheriff staffed
• Police department staffed by Sheriff
• “Stanford” Model: Hourly based on availability: by Santa Clara County Sheriff • Danville Police Department: staffed by Contra Costa County Sheriff Local Police Department:
• Atherton, Hillsborough
Other models:
• “Monte Sereno” Model: service from neighboring Los Gatos Police Dept. • “JPA” (Joint Powers Authority): partner with another city, e.g., Cupertino • Central Marin Police Authority provides unified police operations to Corte Madera, Larkspur, and San Anselmo

SERVICE LEVELS AND COSTS – SHERIFF SUPPORTED
5 Town /
Provider
Patrol Service
(incl traffic)
hrs/wk
Total
Patrol
hrs/yr
Total
cost/yr
All Costs/
patrol hrs
Notes Area
sq mi
# Patrol
Officers
(FTE)
LAH /
SCC Sheriff 140 (83%) 7,281 $3.38M $464 1 dep. (83% presence). Incl. dispatch, equipment, investigation, etc. 9.0 4.4 Portola Valley /
SMC Sheriff 168 8,760 $2.5M $285 1 dep 24/7, includes dispatch, equipment, investigation, etc. 9.0 5 Woodside /
SMC Sheriff 248 12.9K $3.55M $275 1 dep 24/7 + 80 hrs/wk traffic, incldispatch, equipment, investigation, etc. 11.5 7 Danville* Police /
CCC Sheriff 672 35K $11.5M $328 Includes all costs, crime lab, vehicles, facility, investigation… 18.0 21 Stanford /
SCC Sheriff 168 (est.) 8,760 $2.0M $227
1 Deputy: $187/hr ( 24/7 )

0.125 Sergeant: $216/hr

0.05 Captain: $253/hr

13.0 5
* Often ranked as the #1 safest city in California

COMPARISON OF SHERIFF OVERHEADS
6 TOWN PROVIDER PATROL
FTEs

OFFICERS/
DAY

DIRECT POLICING

COST (PATROL)

ADDITIONAL COSTS
(OVERHEAD)
OVERHEAD AS % OF

PATROL COSTS

TOTAL POLICING
COST
Los Altos Hills SCC Sheriff 4.46 0.7 $1,500,348 $1,879,392 125% $3,379,740 Saratoga SCC Sheriff 15.84 2.5 $5,335,216 $6,242,262 117% $11,577,478 Cupertino SCC Sheriff 33.07 5.4 $11,159,246 $14,254,351 128% $25,413,597 Woodside SMC Sheriff 7.00 1.5 $2,825,886 $494,818 18% $3,320,703 Portola Valley SMC Sheriff 5.00 1.0 $1,991,783 $347,843 17% $2,339,626 Danville CCC Sheriff 24.00 5.0 $9,321,478 $2,211,980 24% $11,533,458 NOTE: Other City Contracts also explicitly refer to Gov. Code 51350 (to recover all costs of service)

LOS ALTOS HILLS
VS. PORTOLA VALLEY
7 Rates Los Altos Hills
Proposed Hours 5,421
Projected Costs FY26-27 @ $206.08 $1,117,160
Proposed Hours - Enforcement Vehicle - Deputy Sheriff
Proposed Hours - Motorcycle - Deputy Sheriff 1,860
Total Proposed Hours 1,860
Projected Costs FY26-27 @ $206.08 $383,206
Projected Costs FY26-27 @ $360,985 $0
Projected Costs FY26-27 @ $336,731 $0
$1,500,365

7.1%
Support Staff - Salaries & Benefits $5,348,552 $404,996 Services & Supplies
IC-Dispatch Services - Internal 4,324,600 $327,461
IC-Automobile Services - Internal 1,571,823 $119,019
IC-Insurance 1,025,102 $77,621
IC-Office Rents 637,350 $48,261
IC-Fuel - Internal 312,329 $23,650
Bodyworn Camera & Dashcam 305,959 $23,167
IC-Radio Maintenance - Internal 48,571 $3,678
Communications and Telephone Svcs 37,380 $2,830
IC - Wireless Voice & Data Services 35,543 $2,691
Others 357,486 $27,069
8,656,142 $655,449
INDIRECT COUNTYWIDE SUPPORT $580,573 $43,961
$1,104,406
Investigative 5,531,736 $364,509
Records 2,832,389 $186,638
Personnel & Training 1,057,612 $80,083
IT Services 997,556 $75,536
SO Admin 349,433 $26,459
Fiscal Services 298,434 $22,598
Internal Affairs 253,085 $19,164
$11,320,245 $774,986
FY26-27 $3,379,757

DIRECT LAW ENFORCEMENT STAFFING COST
Total Projected Contract Costs
Traffic Sergeant

INDIRECT DEPARTMENT SUPPORT
School Resources Officer
Subtotal
Subtotal
General Law Enforcement Services (Primary Rate)
Supplemental Services - Traffic Enforcement - Day
Subtotal
Percentage

DIRECT LAW ENFORCEMENT SUPPORT SERVICES
OVERHEAD:
$1,879,392 LAH
vs.
$358,315 PV
140
hrs/wk 168
hrs/wk
LOS ALTOS HILLS: $3.4M PORTOLA VALLEY: $2.5M

VOLUNTEER PROGRAMS
8 ATHERTON MODEL – Resident Volunteer Patrol
46 residents: cost-effective crime prevention
High visibility patrol: residents wear vests and serve as “eyes & ears” for police
Supplemental detection and reporting of suspicious
persons and activities
Background/credit/reference checks, training course
Track hours (expectation: ~8 hours/month)
https://www.athertonca.gov/CivicAlerts.aspx?AID=91
8&ARC=1748
DANVILLE MODEL – Volunteers in Policing “VIP”
40 civilian (resident) volunteers: vacation checks,
senior checks, speed surveys, park patrols, events
30 hour Citizens Police Academy training course
Background/credit/reference checks, interview
Drive “limited” police cars, white shirts, Police &
Volunteer badges

OTHER OPTIONS / ISSUES
9 NEAR TERM
• Consider a Volunteer Program: suggest Atherton model (background check, vests when walking around, eyes and ears only) – minimal cost, increased visibility • Park marked police/security cars in town. Move periodically. Q. Can PalAmerican do this?

MEDIUM TERM
• Stanford/Danville model: officers on “special assignment” • Review use of private security vs. Sheriff. Do we have the right balance? Visibility vs. authority. • Improve Sheriff collaboration with private security [Currently Sheriff doesn’t talk to private security] • Continue discussion with LA, PA, MV, LG, etc. re: mutually beneficial models (ref: Los Gatos / Monte Sereno) • Using the San Mateo County Sheriff for police services is complex and unwieldy

LONGER TERM
• Investigate Joint Powers Authority with another city (Cupertino?) • Investigate independent police department (est. $6M+ annual + one-time startup costs) • Funding: possible parcel tax [Hillsborough: $570/parcel, $218/unimproved] • Example: LAH: ~$1,000/parcel: $3M/year – requires 2/3 voter approval • Atherton had $750/parcel public safety tax (1978). Renewal was on ballot in 2017. Got 50% votes. Failed.

SUMMARY / RECOMMENDATIONS
10 Near term:
• Audit is in progress to review overheads
• Approve Sheriff’s contract extension
• Add clause indicating that LAH will pursue refunds if audit reveals excess charges • Signup with Sheriff (review hours) through 2027, or 2028 • Pilot a volunteer resident patrol program (Atherton model) Looking ahead:
• Investigate feasibility of the Stanford/Danville staffing model • Continue discussions with nearby municipalities (LA, PA, MV, LG,…) • Investigate JPA with Cupertino

BACKUP SLIDES
11

DANVILLE MODEL
12 • Frequently ranked: #1 safest city in California
• City Danville Los Altos Hills
Population 43K 8.6K
Area (sq mi) 18 9
# Homes 16K 3.5K
• Danville Police
• 30 sworn officers, 12 civilian support staff, budget: $13M (equiv. LAH: $2.4M by population, $2.8M by #Homes) • Staffed by Sheriff, officers on “special assignment”
• $285K/officer/year average paid to Sheriff
• City provides police cars, building, uniforms
• Sheriff deals with staffing/HR, training, equipment, dispatch • Shifts
• 9 officers + sergeant during weekdays
• 4 officers at night, weekends

WOODSIDE & PORTOLA VALLEY – SAN MATEO COUNTY SHERIFF
13 Woodside:
• 7 FTEs (vs. 4.4 for LAH)
• 1 deputy 24/7 ( 1 x 12 hr day shift, 1 x 12 hr night shift): 168 hrs/wk • 2 motorcycle deputies (2 x 40 hrs): 80 hrs/wk
• Total: 248 hrs/wk of patrol for $3.55M
(LAH: 140 hrs/wk of patrol for $3.4M)
Portola Valley:
• 5 FTEs
• 1 deputy 24/7 ( 1 x 12 hr day shift, 1 x 12 hr night shift): 168 hrs/wk • Total: 168 hrs/wk of patrol for $2.5M
(LAH: 140 hrs/wk of patrol for $3.4M)
Ref:
https://woodsideca.gov/DocumentCenter/View/1663/Item-A---Law-Enforcement-Services2025-2030-PDF?bidId= https://www.almanacnews.com/news/2025/10/15/portola-valley-seeks-one-year-contractwith-sheriffs-office/

SERVICE LEVELS AND COSTS
14 Town / Provider Patrol
Service
(hrs/wk)
Patrol
Officers
/Sworn
Area
(sq mi)
Total
Patrol
hrs/yr
Total
cost/yr
% of
General
Fund
Net cost
/ patrol
hr
Notes
LAH / SCC Sheriff 140 4.4/-
9 7,281 $3.38M
26%
$464 1 dep. (83% presence). Incl. dispatch,
equipment, investigation, etc.

LAH / PalAmerican 168 6 8,760 $0.49M $56 Private security: “Eyes and ears” only Danville* Police
/ CCC Sheriff 672 21/32 18 35K $11.5M 39% $328 Includes all costs, crime lab, vehicles, facility, investigation… Woodside /
SMC Sheriff 248 7/- 11.5 12.9K $3.6M 28% $275 1 dep 24/7 + 80 hrs/wk traffic, incldispatch, equipment, investigation, etc.

Portola Valley /
SMC Sheriff 168 5/- 9 8,760 $2.5M 31% $285 1 dep 24/7, includes dispatch, equipment, investigation, etc.

Stanford / SCC Sheriff
est. 6 Dep, 1 Sgt, 0.5 Lt.

As
available
(est. 192)
6/- 13 8,760 $2.0M N.A. $227
1 Deputy: $187/hr ( 24/7 )

0.125 Sergeant: $216/hr

0.05 Captain: $253/hr
Los Altos Police 576 18/33 6.5 30K $26M 45% $867 49 staff, incl. records, comms, CSOs, emergency coordinator
Palo Alto Police 1408 44/84 26 73K $58M 19% $794 140 staff (incl 71 sworn); “white glove” Atherton Police 384 12/21 5 20K $11.1M 50% $555 P2 response time: < 2 min * Often ranked as the #1 safest city in California

ITEM 3B
TOWN OF LOS ALTOS HILLS June 9, 2026
Staff Report to the City Council
SUBJECT: RESOLUTION APPROVING AMENDMENT NUMBER 2
AUTHORIZING A 12-WEEK EXTENSION TO THE CURRENT LAW

ENFORCEMENT AGREEMENT WITH THE COUNTY OF SANTA

CLARA OFFICE OF THE SHERIFF
FROM: Cody Einfalt, City Manager
RECOMMENDATION: That the City Council should:

Adopt the attached resolution (Attachment 1) authorizing the City Manager to execute the second amendment (Attachment 2) to the existing 2014 law enforcement agreement with the Santa Clara County Office of the Sheriff for a 12- week extension, terminating September 30, 2026.

BACKGROUND:

On July 1, 2014, the Town of Los Altos Hills entered into a ten-year law enforcement services agreement with the Santa Clara County Office of the Sheriff (Attachment 3). The agreement was effective for a term of 120 months, through July 1, 2024, and included an option to renew for one additional five-year period upon 180 days' written notice. Annual cost increases under the agreement were tied to the lesser of the percentage change in total compensation for patrol deputies or the Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI/W) plus 2%.

In November 2023, as the agreement approached its expiration, the City Council adopted a resolution authorizing the City Manager to submit a letter to the Sheriff's Office requesting a fiveyear extension of the agreement. However, in early 2024, the Sheriff's Office convened a meeting of the three contract cities — Cupertino, Saratoga, and Los Altos Hills — and for the first time alerted the parties that the services provided were causing the Office of the Sheriff to operate at a deficit. The County requested renewal at significantly higher rates under a revamped cost methodology and with no cap on annal increases. The County specified that the contracted law enforcement services offered by the Sheriff should operate at a cost-neutral expense to the County budget and all expenses would be passed along to the contract cities.

Through negotiations among the three contract cities and the County, a compromise was reached to postpone the rate increase for two years through an extension of the existing contract rather than a five-year renewal. The two-year extension (First Amendment to the 2014 Agreement) was approved by the Santa Clara County Board of Supervisors on May 21, 2024, in an amount not to exceed $5,537,401 for the Town of Los Altos Hills for the period July 1, 2024 through June 30, 2026. On June 20, 2024, the City Council adopted Resolution 33-24 authorizing the City Manager to execute the two-year extension (Attachment 4). The extension retained the same rate-increase methodology that had been in place for the prior ten years.

Staff Report to City Council Page 2
12-Week Extension of the Law Enforcement Agreement
June 9, 2026
2 DISCUSSION:

Below is an overview of key events since the 2024 2-year extension:
• In April 2025, the Los Altos Hills City Council formed an Ad Hoc Committee assigned to the expiring law enforcement agreement with the Sheriff. Councilmembers Rajiv Bhateja and Linda Swan were appointed to the Ad Hoc Committee
• May 2025 - The City Managers of the three contract cities – Cupertino, Saratoga, and Los Altos Hills – began meeting regularly to discuss negotiations with the County. Key issues with current service levels and requested changes to the law enforcement agreement were assembled in a term sheet and shared with the County.
• In October 2025 the three contract cities collectively onboarded a consultant project manager, Craig Whittom Consulting, to help assemble and strategize the contract cities’ negotiation approach (Attachment 5). The expense is shared equally. • The mayors of the three contract cities were brought into the ongoing meetings with the City Managers – collectively known as the “Ad Hoc Team” • By December 2025, the County had still not provided a response to the term sheet sent in May 2025 or provided a cost proposal for FY 2026-27. In response, the contract cities requested a 12-month extension (Attachment 6), the request was denied by the County. • December 31, 2025 – the County provided a first draft of a cost proposal for FY2026-27 which outlined the major changes to how overhead was to be calculated for contracted law enforcement services (Attachment 7)
• In February 2026, the contract cities sent a letter to the County outlining a counter proposal, request was denied by the County (Attachment 8) • In February 2026, the three contract cities collectively onboarded a communications/ specialist, Singer & Associates, to advise a public relations campaign and host a “Telephone Town Hall” for the public to ask questions of County and Sheriff’s Office (Attachment 9). The expense was shared equally.
• The Telephone Town hall was held on April 12, 2026
• In May 2026, the Ad Hoc Team met with the County Executive, and an agreement was reached to amend the 2014 agreement, for a 12-week extension beginning July 1, 2026, expiring September 30, 2026, to allow for an external/third-party assessment of the overhead methodology being proposed (Attachment 2)

Staff Report to City Council Page 3
12-Week Extension of the Law Enforcement Agreement
June 9, 2026
• Additionally, in May 2026, the County released an updated cost proposal for FY 2026-27 (Attachment 10). This cost structure stands as the rates which will operate under the 12- week extension. All other terms of the 2014 agreement would apply.

The contract cities have onboarded Vasquez & Company LLP to conduct the overhead methodology assessment (Attachment 11).

Vasquez’s scope of services are to conduct an independent review of Santa Clara County’s methodology for allocating sheriff service costs to the contract cities of Saratoga, Cupertino, and Los Altos Hills to determine compliance with California Government Code Section 51350. The assessment will evaluate whether costs charged to the contract cities represent actual and reasonable expenses directly attributable to providing law enforcement services and whether prohibited countywide overhead or general government costs have been excluded from billings.

The review will include an examination of the Sheriff’s service delivery model, staffing allocations, patrol assignments, direct personnel and operational costs, station-level cost allocations, and overhead charges. Vasquez will analyze how shared services and support functions are allocated among jurisdictions, assess the reasonableness of allocation methodologies, and reconcile billed costs to County financial records and cost allocation plans. Particular attention will be given to determining whether charges for administrative functions, command staff, specialized units, dispatch services, and other shared resources are appropriately attributable to services provided to the contract cities.

Upon completion of the review, Vasquez will provide findings regarding the County’s compliance with Government Code Section 51350, identify any costs that may be improperly allocated to the contract cities, or missing from the allocation, and offer recommendations to improve transparency, accountability, and the supportability of future sheriff service cost allocations.

ENVIRONMENTAL REVIEW:

This action does not qualify as a “Project” as defined in California Government Code Section 15378(b) of the Guidelines for California Environmental Quality Act.

CITY COUNCIL WORKPLAN:

Extending the law enforcement agreement with the County Sheriff will provide a continuation of public safety efforts in Town while at the same time allow for further analysis into the proposed new agreement with the Sheriff.

Staff Report to City Council Page 2
12-Week Extension of the Law Enforcement Agreement
June 9, 2026
4 FISCAL IMPACT:

The proposed 12-week extension of the law enforcement agreement will the County Sheriff will operate at the cost structure shown in Attachment 10.

The proposed fiscal impact for FY 2026-27 is $3,379,757. Broken down into:
- $1,500,365 in projected direct law enforcement staffing costs - $1,879,392 in direct and indirect overhead costs
In FY 2025-26 the Town contracted for $2,755,266 hours of service (inclusive of overtime allotment) (Attachment 12). The proposed FY 2026-27 rate structure is a 22.6% increase from the FY 2025-26 rate structure.

Staff used these numbers in the proposed FY 2026-2027 operating budget currently being considered by the City Council.

ATTACHMENTS:

1. Resolution

2. Proposed Second Amendment for 12-Week Extension

3. 2014 Law Enforcement Agreement

4. First Amendment for 2-Year Extension of 2014 Law Enforcement Agreement

5. Craig Whittom Consulting Agreement

6. Request for a 12-month Extension

7. First Draft of Cost Proposal from County

8. Cities Counter Proposal

9. Singer & Associates Consulting Agreement

10. FY 2026-27 Cost Proposal for Law Enforcement Services with the Sheriff’s Office

11. Vasquez & Company Overhead Methodology Assessment Scope of Services

12. FY 2025-26 Proposed Law Enforcement Costs

ITEM 3B, Attachment 1
RESOLUTION No. xx-26

RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE SECOND AMENDMENT TO THE 2014 LAW ENFORCEMENT AGREEMENT WITH THE

SANTA CLARA COUNTY OFFICE OF THE SHERIFF
WHEREAS, on July 1, 2014, the Town of Los Altos Hills entered into an agreement with the Santa Clara County Office of the Sheriff for law enforcement services. The term of the agreement was set to expire on July 1, 2024; and
WHEREAS, On July 1, 2024 the Town of Los Altos Hills and the County of Santa Clara Office of the Sheriff executed the First Amendment to the 2014 agreement, extending the contract for an additional 2 years. The term of the amendment is set to expire on June 30, 2026; and WHEREAS, the contract cities of Saratoga, Cupertino, and Los Altos Hills negotiated have further negotiated an additional 12-week extension, through a proposed Second Amendment to the 2014 agreement. The extension amendment is set to expire September 30, 2026.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the Town of Los Altos Hills hereby authorizes the City Manager to extend the law enforcement agreement with the Santa Clara County Office of the Sheriff for an additional 12-week period.

The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a Special meeting held on the 9th day of June 2026 by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

BY: _______________________________
Rajiv Bhateja, Mayor
ATTEST:
______________________________
Arika Miller, City Clerk

SECOND AMENDMENT TO THE AGREEMENT BETWEEN

THE COUNTY OF SANTA CLARA AND

THE TOWN OF LOS ALTOS HILLS
This is the Second Amendment to the Agreement between the County of Santa Clara ("County") and the Town of Los Altos Hills ("Town"), entered into on June 24, 2014, for the performance of law enforcement services to be provided by the County’s Office of the Sheriff to the Town, and the compensation provided to the County by the Town for those law enforcement services. County and Town may be referred to individually as a "Party" or collectively as the "Parties" to this Agreement. The Parties desire to amend the Agreement to extend the term of the agreement and update the rates of compensation.

This Agreement is amended as follows, effective July 1, 2026:

1. The phrase “Exhibit A” in Section I. A. 1 and in Section I. B. 1. is amended to read “Exhibit A-1.”

2. Section I. C. regarding Supplemental Reserve Services, on page 2 of the Agreement is deleted in its entirety.

3. Section II. A. 1. regarding Compensation for Law Enforcement Services Provided by Sheriff, on page 4 of the Agreement is amended to read as follows:

The Town shall compensate the County on a monthly, pro rata basis utilizing the 2026- 2027 Fiscal Year rates as set forth in Exhibit A-1.

The remainder of the language in Section II. A. 1. shall be deleted.

4. Section II. A. 3 and A. 4. regarding Compensation for Law Enforcement Services Provided by Sheriff, on pages 5-6 of the Agreement shall be deleted.

5. Section II. B. regarding Supplemental/Reserve Service, on page 6 of the Agreement shall be deleted.

6. Section II. C. 1. a. regarding Base Rent and Operating Costs of Westside Substation, on page 6 of the Agreement is amended to read as follows:

The Town shall compensate the County on a monthly, pro rata basis utilizing the 2026- 2027 Fiscal Year rates as set forth in Exhibit A-1.

The remainder of the language in Section II. C. 1. a. shall be deleted.

7. Section VI. regarding Term of Agreement, on page 9 of the Agreement is amended to read as follows:

The term of this Agreement is extended to and expires at 11:59 p.m. on September 30, 2026. The County shall, accordingly, provide law enforcement services under this

Agreement through that date and time. The expiration of the term shall not affect the parties’ obligations to complete final reconciliation and payment for services rendered through the end of the term, and the provisions of Sections II.E, III, IV, and V shall survive expiration to the extent necessary to give them effect.

8. Remove “Exhibit A – Proposed Costs for Fiscal Year 2024-2025 Proposed Costs” in its entirety and replace with “Exhibit A-1– 2026-2027 Fiscal Year Rates” as attached to this Agreement and incorporated herein by reference.

9. Delete “Exhibit B – Law Enforcement Contract Calculation of Annual Compensation” in its entirety.

10. All references in the Agreement to “County Patrol Activity Network Analysis” and “COPANA” shall be deleted and replaced with “County Computer-Aided Dispatch (CAD)” and “CAD”, respectively.

11. Section VII. “Execution and Counterparts” is hereby added and incorporated into the Agreement and reads as follows:

This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The parties agree that this Agreement, its amendments, and ancillary agreements to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered a method described herein.

Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by County.

All other terms and conditions of the Agreement remain in full force and effect. In the event of a conflict between the original Agreement, as amended by the First Amendment, and this Second Amendment, this Second Amendment controls.

The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter.

IN WITNESS WHEREOF, COUNTY and the TOWN hereby agree to the terms of this Second Amendment to the Contract.

COUNTY OF SANTA CLARA
_______________________________
Otto Lee Date
President, Board of Supervisors
County of Santa Clara

TOWN OF LOS ALTOS HILLS
_______________________________
Cody Einfalt Date
Town Manager
Town of Los Altos Hills
Signed and certified that a copy of this
document has been delivered by electronic or
other means to the President, Board of
Supervisors.

Attest:
_______________________________
Curtis Boone Date
Clerk of the Board of Supervisors
Approved as to Form and Legality:
_______________________________
Steven Mattas Date
City Attorney, Town of Los Altos Hills
Approved as to Form and Legality:
_______________________________
Stephanie M. Jackson Date
Deputy County Counsel

Unincorporated
Rates Cupertino Los Altos Hills Saratoga Areas

DIRECT LAW ENFORCEMENT STAFFING COST
General Law Enforcement Services (Primary Rate)
Proposed Hours 41,881 6,681 20,060 14,696
Projected Costs FY26-27 @ $206.08 $8,630,836 $1,376,717 $4,133,965 $3,028,552 Supplemental Services - Traffic Enforcement - Day
Proposed Hours - Enforcement Vehicle - Deputy Sheriff 1,803 - - - Proposed Hours - Motorcycle - Deputy Sheriff 5,447 600 4,195 - Total Proposed Hours 7,250 600 4,195 -
Projected Costs FY26-27 @ $206.08 $1,494,080 $123,648 $864,578 $0 Traffic Sergeant
Projected Costs FY26-27 @ $360,985 $360,985 $0 $0 $0
School Resources Officer
Projected Costs FY26-27 @ $336,731 $673,462 $0 $336,731 $0 Subtotal $11,159,364 $1,500,365 $5,335,273 $3,028,552
Percentage 53.0% 7.1% 25.4% 14.4%

DIRECT LAW ENFORCEMENT SUPPORT SERVICES
Support Staff - Salaries & Benefits $5,348,552 $2,621,612 $404,996 $1,294,467 $1,027,476 Services & Supplies
IC-Dispatch Services - Internal 4,324,600 2,119,719 327,461 1,046,649 830,771 IC-Automobile Services - Internal 1,571,823 770,435 119,019 380,416 301,953 IC-Insurance 1,025,102 502,457 77,621 248,097 196,926
IC-Office Rents 637,350 312,399 48,261 154,253 122,437
IC-Fuel - Internal 312,329 153,089 23,650 75,590 59,999 Bodyworn Camera & Dashcam 305,959 149,967 23,167 74,049 58,776 IC-Radio Maintenance - Internal 48,571 23,807 3,678 11,755 9,331 Communications and Telephone Svcs 37,380 18,322 2,830 9,047 7,181 IC - Wireless Voice & Data Services 35,543 17,421 2,691 8,602 6,828 Others 357,486 175,223 27,069 86,520 68,674
$8,656,142 $4,242,840 $655,449 $2,094,977 $1,662,876
INDIRECT COUNTYWIDE SUPPORT $580,573 $284,570 $43,961 $140,512 $111,530 Subtotal $14,585,267 $7,149,023 $1,104,406 $3,529,956 $2,801,883

INDIRECT DEPARTMENT SUPPORT
Investigative $5,531,736 $3,740,926 $364,509 $1,320,653 $382,236 Records $2,832,389 $1,915,449 $186,638 $676,208 $195,714 Personnel & Training $1,057,612 $518,393 $80,083 $255,966 $203,171 IT Services $997,556 $488,956 $75,536 $241,430 $191,634 SO Admin $349,433 $171,276 $26,459 $84,570 $67,127
Fiscal Services $298,434 $146,278 $22,598 $72,228 $57,330 Internal Affairs $253,085 $124,050 $19,164 $61,252 $48,619 Subtotal $11,320,245 $7,105,328 $774,986 $2,712,306 $1,145,832 Total Projected Contract Costs FY26-27 $25,413,714 $3,379,757 $11,577,536 $6,976,266

PROJECTED CONTRACT COSTS - FULL COSTS
Fiscal Year 2026-2027
Santa Clara County - Sheriff's Office
West Valley Patrol

LAW ENFORCEMENT CONTRACT
THIS IS AN AGREEMENT between the County of Santa Clara, State of California, hereinafter referred to as " County," and the Town of Los Altos Hills, hereinafter referred to as Town."
WHEREAS, County has the legal authority to render law enforcement services and criminal justice administrative services to incorporated cities in the County of Santa Clara and is equipped and willing to do so to the extent and in the manner hereinafter provided; and WHEREAS, Town is primarily responsible for providing law enforcement services within Town limits and is desirous of contracting with the County for the rendition of such services; and
WHEREAS, County and Town desire to enter into an agreement providing for said services, specifying the nature and extent thereof and establishing compensation to be paid therefore;
NOW, THEREFORE, the parties hereto agree as follow:

I. LAW ENFORCEMENT SERVICES
A. Law Enforcement Services

1. Within the corporate limits of Town, County shall provide police protection through its Sheriff's Office as may be required by Town and as within the capability of the Sheriff to provide. Services to be performed under this section ( A)( 1) include patrol of established beats, responses to emergency calls, investigative services, and other law enforcement services. The cost of such services shall be set forth in Exhibit A attached.

2. The rendition of such services, the standards of performance, the discipline of officers, and other matters incident to the performance of such services shall remain in the discretion of the Sheriff.

3. In the event of a disagreement as to the performance or amount of the services to be provided pursuant to this section ( A)( 1), the Sheriff or his/her designee shall meet with the representative( s) of Town to review the manner ofperformance of such services.

B. Supplemental Services

1. Within the corporate limits of Town, County shall, through its Sheriffs Office, provide supplemental services as requested by the Town. The cost of such services shall be at the rate set forth in Exhibit A. Services to be 7 Z --4D3 DMUCCATH 0RXQ10L JUN 2 4 20%1.

ITEM 3B, Attachment 3

performed under this section ( 13)( 1) shall be provided exclusively within the Town limits of Town except in an emergency. These services may include, if requested by Town, traffic law enforcement beyond the basic services, crime prevention patrols, and other law enforcement services that are acceptable of being scheduled and within the capability of the Sheriff to provide.

2. The plan of patrol, the hours of coverage and other similar details shall be determined, insofar as it is possible to do so, by the mutual consent of the Sheriff and the City Manager of Town.

3. The level of requested supplemental services shall be determined by mutual written agreement between the County and the Town prior to the beginning of the fiscal year. The agreed upon level of supplemental service shall remain constant in the fiscal year, except upon sixty ( 60) days written notice by either party. Town may, at any time during the term of this contract, request supplemental services from the Sheriff for a specific period within any fiscal year. Said Agreement for Supplemental Services shall be an addendum to this agreement and shall provide for the type, cost, level and time of such services.

4. Regional assets shall provide services to Town on the same basis as these regional asset services are provided to other law enforcement agencies as provided in mutual aid protocol.

C. Supplemental Reserve Services
These services are provided by reserve sheriff' s deputies. Their primary responsibility is the transportation of arrestees from the arrest location to the appropriate jail facility, and additional services as requested by Town and approved by the Sheriff' s Office.

D. Plan for Service

1. Prior to March 1" of each contract year, Town shall provide to the Sheriff a written statement of the level of law enforcement service to be provided during the coming contract year. IfTown fails to request a specific level of service of the coming fiscal year not less than thirty ( 30) days prior to the start of the fiscal year, County may provide the same level of service as was provided during the previous fiscal year, but for a period of time not to exceed thirty (30) days.

2. Prior to March 15th of each contract year, Town and Sheriff shall develop a plan which specifies the level and amount of services to be provided in the ensuing fiscal year.

E. Assignment and Transfer Policy
Sheriffs deputies assigned to provide Law Enforcement Services and Supplemental Services as herein described shall be assigned to Town for a period of not less than three years except when a person is reassigned because of promotion or layoff, because a transfer is requested by the individual, or by the Town and concurred with by the Sheriff.

Special Assignment personnel ( e. g. SRO) shall be assigned to Town for a period of not less than five years except when a person is reassigned because of promotion or layoff, because a transfer is requested by the individual, or by the Town and concurred with by the Sheriff.

F. Designation of Chief of Police
If Town shall so desire, and County and the Sheriff shall so agree, nothing in the agreement prevents or limits Town from designating the Sheriff or his designee as its Chief of Police in order to satisfy the provisions of Part I, Division 3, Title 4 ofthe California Government Code ( sections 36501, et seq.). However, this shall not affect the authority ofthe Sheriff to control and direct employees of this Office in carrying out duties and obligations pursuant to this contract and shall not increase any liability to the County arising from this agreement.

G. Disaster Contingency Plan
In the event of a major disaster that necessitates the activation of an Emergency Operations Center in Town, a Sheriffs representative shall immediately be dispatched and report to the Director of Emergency Services (City Manager).

2. Initial response by a Deputy Sheriffmay be the nearest patrol unit or able bodied officer available.

3. A pre -designated Sheriffs Emergency Operations Center liaison officer shall be notified as soon as possible to respond to the Emergency Operations Center and coordinate law enforcement responsibilities.

4. The pre -designated Emergency Operations Center liaison officers maintained on the active call list shall be available to the Director of Emergency Services.

5. Responsibility for personnel instruction and any specialized training in the Emergency Operations Center shall be provided by Town.

6. In the event a major disaster occurs, the Sheriff' s Office shall provide support as required to comply with the Town' s emergency operations cost recovery efforts.

H. Booking and Processing Services
County shall provide booking and processing services to those arrested persons within the Corporate limits ofTown, and who are brought to the County jail for booking or detention.

I. Communication Services
The County shall, through its Communication Department, provide for emergency communication services in support ofthe Sheriff' s Office and Town' s operations. Services will include 24 hour per day 9- 1- 1 telephone answering and radio dispatching of Sheriffs personnel. Services will be provided in accordance with the existing departmental operational procedures.

II. COMPENSATION
A. Compensation for Law Enforcement Services Provided by Sheriff

1. The Town shall compensate the County utilizing the Fiscal Year 2014/ 2015 base rate established for general law enforcement and county communications ( hereinafter " law enforcement"). The parties agree that the annual increase to law enforcement service costs shall be limited to the base rate times the percentage increase in total compensation ( exclusive of PERS) provided to all patrol deputies of the Sheriff' s Office as set forth in a calculation formula agreed and attached hereto as " Exhibit B" and incorporated herein by reference, or the annual average for the 12 month period of December to December of the US Department of Labor, Bureau of Labor Statistics, Urban Wage Earners and Clerical Workers Consumer Price Index (CPI/W) for the San Francisco -Oakland -San Jose region hereinafter " CPI/ W") plus 2%, whichever is less. For years in which compensation is increased in a multi- year contract, the annual increase to law enforcement service costs shall be limited to the average compensation increase for each year of the contract, not to exceed CPI/ W plus 2% for each individual year. The increase over the life of the agreement will not exceed the actual cumulative average of CPI/W plus 2% for the life of the agreement. In addition, the Town agrees to

compensate the County for any PERS cost increases charged to the County. These contractual costs may be adjusted only one ( 1) time per year to be effective at the start of each fiscal year on July 1.

2. If, during the course of a fiscal year, it appears that the Sheriff will exceed the planned level of service, Town or Sheriff shall as soon as possible notify the other party and propose amendments or modifications to the plan of services for the balance of the fiscal year. Town or Sheriff shall review any such proposed modifications but is not obligated to approve them. If Town does not approve them, the Sheriff is not obligated to provide such services over and above the level of services provided in the plan. Town is not obligated to pay for services in an amount greater than the total that has been approved in the plan. The County agrees that it will not unilaterally reduce the level of law enforcement services without prior consultation with the Town.

3. In those years during which a contract is to be negotiated between the County of Santa Clara and the Deputy Sheriffs Association, and has not been settled for the purpose of computing increases in this agreement, the county shall utilize the average CPI/ W plus 2% for computation of said increases plus any additional PERS contribution increases. County will subsequently notify Town of any increases in rates resulting from the new contract terms, within thirty (30) days of the date of such contract resolution. For years in which compensation is increased in a multi- year contract, the annual increase to law enforcement service costs shall be limited to the average compensation increase for each year of the contract, not to exceed CPVW plus 2% for each individual year. The increase over the life of the agreement will not exceed the actual cumulative average of CPI/W plus 2% for the ten year agreement.

4. County shall specify to Town, not less than ninety ( 90) days prior to the start of Town's fiscal year, the new projected budget annual contract amount.
a. Town shall compensate County at the primary rate, for the Activity" and " Patrol" time expended in the Town. Additionally, County shall charge Town for meal periods, "beat preparation" time and " securing from beat" time at the rate often percent ( 10%) of the above referenced hours.
b. " Activity" and " Patrol" times are identified through the County Patrol Activity Network Analysis ( COPANA) and Patrol Activity

Report (PAR). A listing of items and their designations as Activity" or "Patrol" are to be set forth in the attachment to the yearly plan for service. The COPANA and PAR software
applications may be updated or exchanged for newer software applications during the life of the agreement.

B. Supplemental/ Reserve Service
Compensation for all services within Sections A., B. and C. to be rendered pursuant to this agreement shall be based upon one of the following five 5) rates per hour of service:
a. Primary Rate. This rate is calculated to reflect the average full cost of a single Deputy with patrol vehicle.
b. Supplemental Day Rate. This rate is calculated according to the cost of a single Deputy with patrol vehicle during periods when the night shift differential salary increment is not payable to the deputy who operates the vehicle.

C. Supplemental Night Rate. This rate is calculated according to the cost of a single Deputy with patrol vehicle during periods when the night shift differential salary increment is payable to the deputy who operates the vehicle.
d. Supplemental Reserve Rate. This rate is calculated according to the cost oftwo Reserve Deputy Sheriffs with patrol vehicle. e. Investigative Service Rate. This rate is calculated to reflect the average full cost per hour of an investigator' s time.

2. Town shall compensate County monthly for each hour of Supplemental Service at the rates described above and specified in Exhibit A.

C. Base Rent and Operating Costs of Westside Substation

1. Town and County shall share the costs of renting and operating the West Valley Division Substation as follows:
a. The Town' s share of the base rent and operating cost will be based upon the lease agreement between the County and Dollinger Properties, LLC. The monthly base rent will increase 2. 5% each year commencing November 8, 2015 and Town shall be
responsible for its share of this base rent increase. Town shall be responsible for any increase in operating expenses and real estate

taxes allocated to the building to the extent that such expenses exceed costs incurred in the FY2014/2015 Base Year. Yearly increases in controllable operating costs ( other than insurance, taxes and utilities) shall be capped at 5%. These operating costs maybe adjusted only one ( 1) time per year to be effective at the start of each fiscal year on July 1.

The Town's share of the operating cost and base rent will be a prorated amount based upon the actual billable hours as indicated in the COPANA reports. For budgeting purposes estimates are provided in the plan of execution of law enforcement services contract provided each year.
b. Town shall pay to County monthly that portion of the substation operating costs attributable to Town. Any change to the location of the substation, or the cost of the facility over and above the contract language as set forth in II.C. I. a., shall be mutually agreed to by the parties to this agreement.

C. For the purposes of this provision of the Agreement ( 1) " Operating Costs" are defined as the cost ofrent, janitorial services, minor repairs, and utilities and all other costs the County is required to pay under the lease agreement for the substation.
d. Pro rata share to Town for substation costs will not be changed during the term of this agreement due to the loss of any contracting city unless mutually agreed to by the remaining parties to the agreement.

D. Compensation for Criminal Justice Administrative Services The criminal justice administrative fee is based upon an approved County of Santa Clara Ordinance No. NS - 300.470.

E. Method of payment for all Services
Compensation for all services shall be paid by Town to County in the following manner:

1. The Town shall pay to County an amount equal to one -twelfth ofthe annual projected budget amount as calculated in Exhibit B. First payment is due on the tenth day following the last day of each month of the contract year.

2. Adjustment to the law enforcement annual projected budget -amount shall be performed every year of the contract as follows:
a. The difference between the actual cost of police services for the previous year, as shown by the COPANA report and the amount actually paid by Town to County for those services shall be added to, or subtracted from, the amount paid for the prior year. b. Other police services not included in COPANA Reports shall be reconciled every year for those specific services.

3. Payments, or any portion thereof, not made by Town to County within thirty (30) days ofthe due date shall accrue interest at the rate of ten percent( 10%) per annum until paid. Interest so accrued shall be payable to county on the last day ofthe month in which it accrued.

4. By September 30 following the end of each ofthe contract reconciliation years, County shall provide to Town the COPANA report for the entire contract years. If the amount actually paid by Town to County exceeds the cost of law enforcement services and operating costs of the West Valley Station as set forth in the COPANA report, County shall pay to Town the amount of such excess by October 1 following the end ofthe contract year.

Within twenty-one ( 2 1) days ofreceipt of such final COPANA report, Town shall pay to County the full amount, if any, by which the costs of police services, as set forth in all COPANA reports for the contract year, exceeds the amount actually paid by Town for such services. For purposes of calculating the final amount due to County from Town, Town' s credit for the amount actually paid by Town shall not include any interest paid by Town due to late monthly payments.

III. REPORTS
A. Monthly Reports
County shall provide to Town on a monthly basis report( s) on the incidence of crime within Town. Said report( s) shall differentiate between " law enforcement services" and supplemental services," and shall be in a format as agreed upon between County and Town.

1. County shall provide such month end reports to Town within thirty (30) days ofthe last day of that month.

2. By September 30 following the end of the contract year, County shall provide to Town the COPANA report for the entire contract year.

3. Special additional reports requested by Town may be provided at cost.

IV. HOLD HARMLESS CLAUSE
A. The County shall indemnify, defend, and hold harmless the Town, its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with, performance ofthe duties and obligations ofthe County and its employees set forth in this agreement.

B. The Town shall indemnify, defend, and hold harmless the County, its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with, performance of the duties and obligations ofthe Town and its employees set forth in this agreement.

C. This mutual indemnification agreement is adopted pursuant to Government code section 895. 4 and in lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to Government code section 895. 6.

V. INSURANCE AND LIABILITY
County and Town shall each maintain its own liability insurance coverage, through self-insurance or otherwise, against any claim of civil liability arising out of the performance of this agreement.

VI. TERM OF AGREEMENT
This agreement shall become effective on 7/ 1/ 14, and may be terminated without cause by County or Town upon the giving of one -hundred and eighty ( 180) days written notice of such termination to the other party. In the absence of such notice oftermination, this agreement shall be effective for a term of one hundred and twenty ( 120) months until 7/ 1/ 24, subject to any modifications which are made in accordance with the terms and conditions of this agreement. If Town elects to terminate this Agreement prior to the expiration of the ten- year term, the Town shall nonetheless pay the full amount ofits pro - rata share remaining on County tenant improvements, moving costs and remaining lease commitments for the West Valley Division substation.

At the expiration of this ten ( 10) year contract, this contract can be renewed for an additional five (5) year period upon written notice ofrenewal by Town and the County to the other parties at least one hundred eighty ( 180) days prior to the expiration of this contract.

The 2004 Law Enforcement Contract between the parties and any extension thereof is terminated upon the effective date of this Agreement.

This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one document.

COUNTY OF SANTA CLARA
Date: JUN 2 4 2014
Signed and certified that a copy ofthis
Document has been delivered by electronic
Or other means to the President, Board of
Supervisors.

By:.

VVnsserman; President " "..........

Board of Supervisors
Atte : Dated: JUN 2 4 2014
RegadaClerk
Board of Supervisors
APPROVED AS TO FORM AND LEGALITY:

Ch 1 Stevens, Deputy County Counsel ( Date)

Date: June 19, 2014
AS TO FORM AND LEGALITY:

Steven Mattas, City J
Dated: June 19, 2014

TOWN OF LOS ALTOS HILLS
r
By:

Carl Cahill, City Manager

EXHIBIT A

PROPOSED COSTS
FISCAL YEAR 2014- 2015

LOS ALTOS

RATES CUPERTINO HILLS SARATOGA

GENERAL LAW ENFORCEMENT
Proposed Hours - Activity
Proposed Hours - Patrol
Total Hours
Proj Costs FY 2014- 2015 @ $ 164. 90
TRAFFIC ENFORCEMENT - DAYS:

Proposed Hours
Proj Costs FY 2014- 2015 @ $ 162. 43
Cupertino @ $ 162. 45
TRAFFIC ENFORCEMENT - NIGHTS:

Proposed Hours
UNINCORP.
38, 248. 0 5, 421. 0 20, 060. 0 14, 696. 0
6, 307, 095 $ 893, 923 $ 3, 307, 894 $ 2, 423, 370
7, 200. 0 43. 0 4, 195. 4 0. 0
6, 984 $ 681, 451 $ 0
1, 169, 640

0. 0 0. 0 0. 0 0. 0
Proj Costs FY 2014- 2015 @ $ 166. 04 $ 0 $ 0 $ 0
Cupertino @ $ 166. 06 $ 0
INVESTIGATIVE HOURS:

Proposed Hours 7, 200. 0 600. 0 2, 400. 0 0. 0
Proj Costs FY 2014- 2015 @ $ 159. 02 $ 1, 144, 944 $ 95, 412 $ 381, 648 $ 0

EXHIBIT A

PROPOSED COSTS
FISCAL YEAR 2014- 2015

RATES CUPERTINO
RESERVES ACTIVITY HOURS:

Proposed Hours 1, 650. 0
Proj Costs FY 2014- 2015 @ $ 48. 70
OPERATING COSTS OF WEST VALLEY SUBSTATION:

Proj Hours FY 2014- 2015
89, 863
Percentage
Proj Costs July 2014 - Oct 2014
Proj Costs Nov 2014 - Jun 2015
Total Proj Costs of Substation
SUBTOTAL COSTS:

Proj Costs FY 2014- 2015

PROJECTED SPECIAL SERVICES
LOS ALTOS UNINCORP.

HILLS SARATOGA CITIES

22. 0 340. 0 0. 0
80, 355 $ 1, 071 $ 16, 558 $ 0
45, 448 5, 464 24, 255 14, 696

50. 5748% 6. 0804%
@ $ 418, 614 yr $ 70, 571 $ 8, 484
@ $ 418, 614 yr $ 141, 142 $ 16, 969
418, 614 $ 211, 713 $ 25, 453 $ 112, 989 $ 68, 459

26. 9911% 16. 3538%
37, 663 $ 22, 820
75, 326 $ 45, 639
8, 913, 747 $ 1, 022, 843 $ 4, 500, 540 $ 2, 491, 829
Projected Hours FY 2014- 2015 1, 815. 5 0 0 0
Cupertino Traffic Sergeant 189, 351 0 0 0
Saratoga School Resource Officer 0 0 100, 000 0

SCHOOLS RESOURCE OFFICER
Proj Costs FY 2014- 2015 @ $ 136. 23 395, 721 0 0 0
1 SRO @ 85% and 1 SRO @ 75%)

TOTAL SHERIFF LAW ENFORCEMENT COSTS
Projected Costs FY 2014- 2015 $ 9, 498, 819 $ 1, 022, 843 $ 4, 600, 540 $ 2, 491, 829 CAPPED COSTS 2014- 2015
Proj Costs Capped @ 4. 6% ( CPI+ 2%) Increase $ 9, 840, 602 $ 1, 060, 170 $ 4, 753, 605 $ 0 AMOUNTS BELOW CAP OF 4. 6% ($ 341, 783) ($ 37, 327) ($ 153, 065) $ 0

Law Enforcement Contract
Exhibit B
Compensation for Services
To calculate the annual projected budget increase to this contract, the following shall apply:

ANNUAL COST OF LIVING INCREASE IN TOTAL COMPENSATION:

Total compensation refers to the amount Santa Clara County Sheriff Department provides for total compensation ( salary and benefits) at top step for a 40 -hour patrol deputy.

2. At the subsequent July 1, the new total compensation amount ( exclusive of PERS) will be divided by the total compensation effective on the prior July 1 ( exclusive of PERS), to derive a percentage change in total compensation.

The annual projected budget increase in contract costs shall be computed as follows:

Fiscal Year 2014/ 2015:

Base Year 2014/ 2015 costs = costs as shown in Exhibit A to this Agreement.

Fiscal Years 2015/ 2016 through 2024/ 2025:

Preceding Base Year Costs
X
Lesser of Percentage change in total compensation or Consumer Price Index- Urban Wage Earners and Clerical Workers ( CPI/ W) plus 2% ( For years in which compensation is increased in a multi-year contract, the annual increase to law enforcement service costs shall be limited to the average compensation increase for each year of the contract, not to exceed CPI/ W plus 2% for each individual year.)
Plus
Percentage Change ( Increase/ Decrease) in Actual County PERS Costs

Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian County Executive: James R. Williams
First Amendment to Agreement By and Between the County of Santa Clara and the Town of Los Altos Hills.

FIRST AMENDMENT TO AGREEMENT BY AND BETWEEN THE COUNTY OF SANTA CLARA AND

THE TOWN OF LOS ALTOS HILLS
This is the First Amendment to the Agreement between the County of Santa Clara (County) and the Town of Los Altos Hills (Town) entered into on June 24, 2014, for law enforcement services to the Town.

On June 24, 2014, the Board of Supervisors approved this Agreement.

This Agreement is amended as follows effective May 21, 2024:

1. Key Provision Change: Compensation
Key Provision, AGREEMENT TERM II. A. 1. the first sentence, related to Compensation for Law Enforcement Services Provided by the Sheriff, on page 4 of the Agreement is amended to read: “The Town shall compensate the County utilizing the Fiscal Year 2024/2025 base rate established for general law enforcement and county communications (hereinafter “law enforcement”). The remainder of the language in Section II. A. 1. shall remain in effect.

2. Key Provision Change: Base Rent and Operating Costs of Westside Substation Key Provision, AGREEMENT TERM II. C. 1. a. on pages 6-7, related to Base Rate and Operating Costs of Westside Substation is amended to read: “The Town’s share of the base rent and operating cost of Westside Substation will be based upon the lease agreement between the County and Dollinger Properties, LLC. The monthly base rent will increase 2.5% each year commencing November 8, 2024, and Town shall be responsible for its share of this base rent increase. Town shall be responsible for any increase in operating expenses and real estate taxes allocated to the building to the extent that such expenses exceed costs incurred in the FY2024/2025 Base Year. Yearly increases in controllable operating costs other than insurance, taxes, and utilities) shall be capped at 5%. These operating costs may be adjusted only one (1) time per year to be effective at the start of each fiscal year on July

1.” The remainder of the language in Section II. C.1. a. shall remain in effect.

3. Key Provision Change: Term of Agreement
Key Provision, AGREEMENT TERM VI.. related to Term of Agreement, on page 9 of the Agreement is amended to read: “This agreement shall become effective on July 1, 2024, and may be terminated without cause by County or Town upon the giving of one-hundred and eighty (180) days written notice of such termination to the other party. In the absence of such notice of termination, this agreement shall be effective for a term of twenty -four (24) months through June 30, 2026, subject to any modifications which are made in accordance with the terms and conditions of this agreement. If Town elects to terminate this Agreement prior to the expiration of the term, the Town shall nonetheless pay the full amount of its pro-rata share remaining on the County tenant improvements, moving costs, and remaining lease commitments for the West Valley substation.” The following language is hereby deleted: “At the expiration of this ten (10) year contract, this contract can be renewed for an additional five 5) year period upon written notice of renewal by the Town and the County to the other parties at least one hundred eighty (180) days prior to the expiration of this contract.”

4. Replace Exhibit A:

Remove Exhibit A: Proposed Costs Fiscal Year 2014-2015 in its entirety and replace with Exhibit A 2024-2025 Proposed Costs, attached hereto this First Amendment and incorporated herein by this reference.

DocuSign Envelope ID: 996C052D- A911-4B22-AAF1- 70AB22B7A8F2 ITEM 3B, Attachment 4

DocuSign Envelope lD: 996C052D- A91' l 4B'22-I'r'iF 1 -7 0AB22B7 AgF 2

5. Replace Exhibit B
Remove Exhibit B: Gompensation for Services in its entirety and replace with Exhibit B:

Law Enforcement Gontract Compensation for Services, attached hereto this First Amendment and incorporated herein by this reference.

All other terms and conditions of the Agreement remain in full force and effect. ln the event of a conflict between the original Agreement and this First Amendment, this First Amendment controls.

The Agreement as amended constitutes the entire agreement of the parties concerning the subject matter herein and supersedes all prior oral and written agreements, representations and understandings concerning such subject matter.

IN WITNESS WHEREOF, COUNTY and TOWN OF LOS ALTOS HILLS hereby agree to the terms of this First Amendment to the Contract.

COLINTY OF SANTA CLARA HILLS
6"14^ €u\.r^tx"il
Susan Ellenberg
President, Board of Supervisors
Date: ttlAY 2 l'2024
Peter Pimejad
City Manager,
Date: < Zo L

APPROVED AS TO FORM AND LEGALITY
Steven Mattas
City Attorney, Town of Los Altos Hills
Date: t"lzl l<.'l
t) of Los Altos Hills
Signed and certified that a copy of this document
has been delivered by electronic or other means to
the President, Board of Supervisors.

A T:

Curtis Boone
Acting Clerk of the Board
Date: MAY21202l.
v

APPROVED AS TO FORM AND LEGALITY
by:

Stephanie M.

Deputy County Counsel
s/L5/ 2024
DATEI
Board of Supervisors: Sylvia Arenas, Cindy Chavez, Otto Lee, Susan Ellenberg, S. Joseph Simitian County Executive: James R. Williams
First Amendment to Agreement By and Between the County of Santa Clara and the Town of Los Altos Hills.

Page2 of2

Cupertino
Los Altos
Hills Saratoga
Unincorporated
Areas Total
General Law Enforcement Services Primary Rate)
Proposed Hours 41,881 5,421 20,060 14,696 82,058
Supplemental Services Traffic Enforcement Day
Proposed Hours Enforcement Vehicle Deputy Sheriff 1,803 1,803 Proposed Hours Motorcycle Deputy Sheriff 5,447 1,860 4,195 11,502 Total Proposed Hours 7,250 1,860 4,195 13,305
Investigative Services
Proposed Hours 5,100 750 2,400 8,250
Supplemental Reserve Services
Proposed Hours 200 22 68 290
Total Proposed Hours 54,431 8,053 26,723 14,696 103,903 Traffic Sergeant
Number of Traffic Sergeant 1
School Resources Officer
Number of SRO 2 1
Proposed Hours
Fiscal Year 2024 2025
Exhibit A: 2024-2025 Proposed Costs
Exhibit A: Page 1 of 5
DocuSign Envelope ID: 996C052D- A911-4B22-AAF1- 70AB22B7A8F2

Cupertino Los Altos Hills Saratoga
Unincorporated
Areas
General Law Enforcement Services
Proposed Costs 12,788, 363 $ 1,655, 302 $ 6,125, 321 $ 4,487, 424 Supplemental Services Traffic Enforcement Day
Proposed Costs 2,193, 343 $ 562, 555 $ 1,269, 219 $ 0
Investigative Services
Proposed Costs 1,325, 235 $ 194, 888 $ 623, 640 $ 0
Supplemental Reserve Services
Proposed Costs 15,400 $ 1,694 $ 5,236 $ 0
Traffic Sergeant
Proposed Costs 570, 774 $ 0 $ 0 $ 0
School Resources Officer
Proposed Costs 725, 330 $ 0 $ 317, 332 $ 0
Cupertino 1 SRO @ 85% and 1 SRO @ 75%; Saratoga 1 SRO @ 70%) Operating Costs Of West Valley Substation
Proposed Costs $ 279, 769 $ 41,389 $ 137, 355 $ 75,536
Overtime 0 $ 200, 000 $ 0 $ 0
Total Proposed Contract Costs 17,898,214 $ 2,655, 828 $ 8,478, 103 $ 4,562, 960 Total Capped Costs 17,916, 051 $ 2,661, 025 $ 8,479, 808 $ 4,553, 260 Amount in Excess of of/ Below Budget Cap)($ 17,837) ($ 5,197) ($ 1,705)$ 9,700

PROPOSED CONTRACT COSTS
Fiscal Year 2024 2025
Increase in costs capped at the lesser of CPI+ 2% or the average compensation increase and PERS increase Exhibit A: Page 2 of 5
DocuSign Envelope ID: 996C052D- A911-4B22-AAF1- 70AB22B7A8F2

Cupertino Los Altos Hills Saratoga
Unincorporated
Areas
Budgeted Costs FY 2023 2024 $ 11,756,416 $ 1,521,729 $ 5,631,043 $ 4,125,314 Proposed Costs FY 2024 2025 $ 12,788,363 $ 1,655,302 $ 6,125,321 $ 4,487,424 Change 1,031,947 $ 133,573 $ 494,278 $ 362,110
Change 8.78% 8.78% 8.78% 8.78%
Budgeted Costs FY 2023 2024 $ 2,509,784 $ 516,755 $ 1,165,888 $ 0 Proposed Costs FY 2024 2025 $ 2,193,343 $ 562,555 $ 1,269,219 $ 0 Change 316,441)$ 45,800 $ 103,331 $ 0
Change 12.61% 8.86% 8.86%
Budgeted Costs FY 2023 2024 $ 1,815,480 $ 189,113 $ 605,160 $ 0 Proposed Costs FY 2024 2025 $ 1,325,235 $ 194,888 $ 623,640 $ 0 Change 490,245)$ 5,775 $ 18,480 $ 0
Change 27.00% 3.05% 3.05%
Budgeted Costs FY 2023 2024 $ 24,090 $ 1,606 $ 4,964 $ 0 Proposed Costs FY 2024 2025 $ 15,400 $ 1,694 $ 5,236 $ 0 Change 8,690)$ 88 $ 272 $ 0
Change 36.07% 5.48% 5.48%
Budgeted Costs FY 2023 2024 $ 539,190 $ 0 $ 0 $ 0
Proposed Costs FY 2024 2025 $ 570,774 $ 0 $ 0 $ 0
Change 31,584 $ 0 $ 0 $ 0
Change 5.86% 0.00% 0.00%
Budgeted Costs FY 2023 2024 $ 637,308 $ 0 $ 278,822 $ 0 Proposed Costs FY 2024 2025 $ 725,330 $ 0 $ 317,332 $ 0 Change 88,022 $ 0 $ 38,510 $ 0
Change 13.81% 0.00% 13.81%

COSTS COMPARISON BETWEEN
Fiscal Years 2023 2024 and 2024 2025
Supplemental Services Traffic Enforcement Day
General Law Enforcement Services
Investigative Services
Supplemental Reserve Services
School Resources Officer
Traffic Sergeant
Exhibit A: Page 3 of 5
DocuSign Envelope ID: 996C052D- A911-4B22-AAF1- 70AB22B7A8F2

Cupertino Los Altos Hills Saratoga
Unincorporated
Areas
Budgeted Costs FY 2023 2024 $ 284,858 $ 38,064 $ 126,322 $ 69,468 Proposed Costs FY 2024 2025 $ 279,769 $ 41,389 $ 137,355 $ 75,536 Change 5,089)$ 3,325 $ 11,033 $ 6,068
Change 1.79% 8.74% 8.73% 8.73%
Budgeted Costs FY 2023 2024 $ 0 $ 200,000 $ 0 $ 0
Proposed Costs FY 2024 2025 $ 0 $ 200,000 $ 0 $ 0
Change 0 $ 0 $ 0 $ 0
Change 0%
Total Budgeted Costs FY 2023 2024 $ 17,567,126 $ 2,467,267 $ 7,812,199 $ 4,194,782 Total Proposed Costs FY 2024 2025 $ 17,898,214 $ 2,655,828 $ 8,478,103 $ 4,562,960 Change 331,088 $ 188,561 $ 665,904 $ 368,178
Change 1.88% 7.64% 8.52% 8.78%
Overtime
Operating Costs Of West Valley Substation
Exhibit A: Page 4 of 5
DocuSign Envelope ID: 996C052D- A911-4B22-AAF1- 70AB22B7A8F2

Exhibit B:

Law Enforcement Contract
Calculation of Annual Compensation
To calculate the annual projected budget increase to this contract, the following shall apply:

ANNUAL COST OF LIVING INCREASE IN TOTAL COMPENSATION:

1. Total compensation refersto the amount Santa Clara County SheriffDepartment provides fortotal compensation ( salary and benefits) at top step for a 40-hour patrol deputy.

2. At the subsequent July 1, the new total compensation amount ( exclusive ofPERS) will be divided by the total compensation effective on the prior July 1 ( exclusive of PERS), to derive a percentage change in total compensation.

The annual projected budget increase in contract costs shall be computed as follows:

Fiscal Year 2024/ 2025:

Base Year 2024/2025 costs = costs as shown in Exhibit A to this Agreement.

Fiscal Years 2025/ 2026:

Preceding Base Year Costs
X
Lesser ofPercentage change in total compensation or Consumer Price Index- Urban Wage Earners and Clerical Workers ( CPVW) plus 2% (For years in which compensation is increased in a multi-year contract, the annual increase to law enforcement service costs shall be limited to the average compensation increase foreach year ofthe contract, not to exceed CPVW plus 2% foreach individual year.)
Plus
Percentage Change ( Increase/ Decrease) in Actual County PERS Costs Exhibit B: Page 1 of 1
DocuSign Envelope ID: 996C052D- A911-4B22-AAF1- 70AB22B7A8F2

Law Enforcement Services Cooperative Contract Negotiation and Execution

AGREEMENT BETWEEN THE CITIES OF

CUPERTINO, LOS ALTOS HILLS, AND SARATOGA

FOR PROFESSIONAL CONSULTING SERVICES WITH

CRAIG WHITTOM CONSULTING

1. PARTIES
This Agreement (“ AGREEMENT”), is made by and between the CITY OF CUPERTINO, a California municipal corporation (“ CUPERTINO”), the TOWN OF LOS ALTOS HILLS, a California municipal corporation, (“ LOS ALTOS HILLS”), the CITY OF SARATOGA, a California municipal corporation (“ SARATOGA”) and Craig Whittom Consulting Contractor”), a Sole Proprietorship. CUPERTINO, LOS ALTOS HILLS, and SARATOGA, may be referred to herein collectively as “ Cities”. Contractor and the Cities will be collectively referred to as the “Parties”.

RECITALS
WHEREAS:

A. The Cities desire to retain the services of Contractor to negotiate the terms of 10-year law enforcement law enforcement contracts between each City Party and the Santa Clara County Sheriff’s Office.

B. The Cities will share equally to pay Contractor for his services, with LOS ALTOS HILLS and SARATOGA reimbursing CUPERTINO which agrees to be the fiscal agent to pay Contractor.

C. The City Manager of CUPERTINO or their designee is the representative of CUPERTINO for all purposes under this AGREEMENT.

D. The City Manager of LOS ALTOS HILLS or their designee is the representative of LOS ALTOS HILLS for all purposes under this AGREEMENT.

E. The City Manager of SARATOGA or their designee is the representative of SARATOGA for all purposes under this AGREEMENT.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Cities and Contactor agree as follows:

2. SERVICES

2.1 Contractor agrees to provide the services and perform the tasks (“ Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A.

ITEM 3B, Attachment 5

Law Enforcement Services Cooperative Contract Negotiation and Execution

2.2 Contractor’ s duties and services under this agreement shall not include preparing or assisting the Cities with any portion of the Cities’ preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the Cities.

3. TIME OF PERFORMANCE

3.1 This Agreement begins on the Effective Date and ends on June 30, 2026 (“ Contract Time”), unless terminated earlier as provided herein. The Cities mutually and collectively 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 shall be approved by the Cities mutually and collectively.

3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here as Exhibit B.

3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time.

4. COMPENSATION

4.1 Maximum Compensation. Cities will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed 18,000. 00 (“ Contract Price”), based upon the scope of services in Exhibit A and in the manner set forth in Exhibit C, “ Cost Summary” 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 each City.

4.2 Invoices and Payments. Monthly invoices addressed to CUPERTINO must state a description of the work completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit arequisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement.

The other parties will be responsible for payment as follows:
a) LOS ALTOS HILLS is responsible for reimbursing CUPERTINO for 1/3 of the Contract Price, not to exceed $ 6,000.
b) SARATOGA is responsible for reimbursing CUPERTINO for 1/3 of the Contract Price, not to exceed $6,000.

5. INDEPENDENT CONTRACTOR

5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of Cities. 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 Cities.

Law Enforcement Services Cooperative Contract Negotiation and Execution

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 applicable Business Licenses, if required by the CUPERTINO Municipal Code, LOS ALTOS HILLS Municipal Code, and/ or SARATOGA Municipal Code.

5.4 Subcontractors. Only Contractor’ s employees are authorized to work under this Agreement. Prior written approval from each City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor.

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

5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against the Cities 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. Cities shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System ( PERS) to be eligible for enrollment in PERS as an employee of a City, Contractor shall indemnify, defend, and hold harmless that City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City, and actual attorney’ s fees incurred by the City in connection with the above.

6. PROPRIETARY/ CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the Cities, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to the Cities. Contractor shall hold in confidence all City information provided by the Cities to Contractor 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.

Law Enforcement Services Cooperative Contract Negotiation and Execution

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 Cities upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by each City. In any case, no Work Product shall be shown to any third-party without prior written approval of the Cities.

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 Cities. Alternatively, Contractor assigns to Cities all Work Product copyrights.

Contractor may use copies of the Work Product for promotion only with each City’s written approval.

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

7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, Cities 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 Cities 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 Cities’ final payment.

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

Law Enforcement Services Cooperative Contract Negotiation and Execution

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 Cities. 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 is considered an assignment of the Agreement and subject to Cities’ approval, which shall not be unreasonably withheld. 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 Cities’ contributions in making the project possible. The words “ City of CUPERTINO,” “ Town of LOS ALTOS HILLS,” and “ City of SARATOGA” 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 Cities, their City Councils, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“ Indemnitees”), through legal counsel acceptable to Cities, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following:
a) Breach of contract, obligations, representations, or warranties; b) Negligent or willful acts or omissions committed during performance of theServices; 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 a 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 Cities incur in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from Cities of a third-party claim. At Cities’ request, Contractor will assist Cities in the defense of a claim, dispute, or lawsuit arising out of thisAgreement.

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 Cities or any Indemnitee.

Law Enforcement Services Cooperative Contract Negotiation and Execution

11.4 Contractor’ s payments may be deducted or offset to cover any money the Cities lost due to a claim or counterclaim arising out of this Agreement, or 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 Cities to monitor compliance with these requirements imposes no additional obligations on Cities 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 D, and must maintain the insurance for the duration of the Agreement, or longer as required by Cities. Cities will not execute the Agreement until Cities approve 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 Cities, at their 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 Cities of changes in the law or other conditions that may affect the Project or Contractor’ s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act.

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

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 Cities’ policies 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 its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the Cities on request as necessary to monitor compliance with this provision.

Law Enforcement Services Cooperative Contract Negotiation and Execution

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 Cities’ rules governing gifts to public officials and employees.

13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result inCities suspending payments, requiring reimbursements or terminating this Agreement. Cities reserve 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
CUPERTINO Project Manager. The City ofCUPERTINO assigns Tina Kapoor, or her designee, as CUPERTINO’ s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. CUPERTINO reserves the right to substitute another Project manager at any time, and without prior notice to Contractor.

LOS ALTOS HILLS Project Manager. The Town of LOS ALTOS HILLS assigns Peter Pirnejad, or his designee, as LOS ALTOS HILLLS’ representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. LOS ALTOS HILLS reserves the right to substitute another Project manager at any time, and without prior notice to contractor.

SARATOGA Project Manager. The City of SARATOGA assigns Matt Morley, or his designee, as SARATOGA’ s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. SARATOGA reserves the right to substitute another Project manager at any time, and without prior notice to contractor.

Contractor Project Manager. Contractor assigns Craig Whittom as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’ s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the Cities’ Project Managers about the progress with the work or any delays, as required under the Scope of Services. Each City’ s written approval is required prior to substituting a new Representative.

Law Enforcement Services Cooperative Contract Negotiation and Execution

15. ABANDONMENT OF PROJECT
Cities may abandon or postpone the Project or parts therefore at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. With each City’ s preapproval 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
Cities 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 any or all Cities initiate 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. Each City’ s waiver of a breach shall not constitute waiver of another provision or breach.

Law Enforcement Services Cooperative Contract Negotiation and Execution

21. ENTIRE AGREEMENT
a) 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. b) If a question arises regarding interpretation of this AGREEMENT or its performance, or the alleged failure of a party to perform, the party raising the question or making the allegation shall give written notice thereof to the other Parties. The Parties shall promptly meet in an effort to resolve the issues. If the Parties fail to resolve the issues raised, alternative forms of dispute resolution, including mediation or binding arbitration, may be pursued by mutual agreement with costs to be borne evenly by the Parties. It is the express intent of the Parties that litigation be avoided as a method of dispute resolution.
c) This AGREEMENT constitutes the entire AGREEMENT between the Parties pertaining to the subject matter contained therein and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties relative thereto. d) This AGREEMENT has been drafted through a cooperative effort of the Parties, and all Parties have had an opportunity to have the AGREEMENT reviewed and receive advice by qualified legal counsel. No Party shall be considered the drafter of this AGREEMENT, and no presumption or rule that an ambiguity shall be construed against the Party drafting the clause shall apply to the interpretation or enforcement of this AGREEMENT.

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

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.

Law Enforcement Services Cooperative Contract Negotiation and Execution

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

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

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

Cupertino, CA 95014
Attention: Tina Kapoor
Email: [email protected]
To Contractor:

Craig Whittom Consulting
4053 Valente Court
Lafayette, CA 94549
Attention: Craig A Whittom
Email: craigwhittom@outlook. com
To Town of Los Altos Hills
Office of the City Manager
26379 Fremont Road
Los Altos Hills, CA 94022
Attention: Peter Pirnejad
Email: ppirnejad@losaltoshills. ca.gov
To City of Saratoga
Office of the City Manager
13777 Fruitvale Avenue
Saratoga, CA 95070
Attention: Matt Morley
Email: [email protected]

27. 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.

SIGNATURES CONTINUE ON THE FOLLOWING PAGE

Law Enforcement Services Cooperative Contract Negotiation and Execution

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

CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation Craig Whittom Consulting
By By
Name Name
Title Title
Date Date

TOWN OF LOS ALTOS HILLS CITY OF SARATOGA
A Municipal Corporation A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM: APPROVED AS TO FORM:

MICHAEL K. WOO STEVEN T. MATTAS
Cupertino Senior Assistant City Attorney Los Altos Hills City Attorney APPROVED AS TO FORM: ATTEST:

RICHARD S. TAYLOR KIRSTEN SQUARCIA
Saratoga City Attorney Cupertino City Clerk
Date __________________________
Craig Whittom
Craig Whittom
Owner
08/ 06/ 2025
Tina Kapoor
Interim City Manager
08/ 06/ 2025
Cody Einfalt
Acting City Manager
08/12/2025
Richard Taylor
Matt Morley
City Manager
08/12/2025
08/ 12/ 2025

EXHIBIT A
1 EXHIBIT A – SCOPE OF SERVICES
On behalf the Cities of Cupertino and Saratoga and the Town of Los Altos Hills, Contractor will negotiate on behalf of each City multi-year Law Enforcement agreements between each City and the Santa Clara County (SCC) Sheriff’ s Office.

Contractor shall provide the following services to each City:

Background information
Shall review relevant background information provided byeach City to understand key objectives and provisions pertinent to each City for incorporation into new contracts.

Contract review
Shall review other county sheriff contracts and identify best practices for consideration by Cupertino, Los Altos Hills, and Saratoga.

Kickoff meetings with key stakeholders
Shall draft and distribute agendas for two kick-off meetings with representatives from the SCC Sheriff’ s Office, Cupertino, Saratoga and Los Altos Hillsto:
o Confirm project objectives, key target benchmarks and dates, and key partners.

Negotiation support
Shall develop negotiating positions for eachParty in coordination with key staff and management from Cupertino, Saratoga, and Los Altos Hills.

Shall develop a schedule for negotiations. Will coordinate with SCC, Saratoga, Cupertino and Los Altos Hills to ensure timely decision making with target approval by the respective City Councils of new agreement by 4/1/26.

Shall ensure management and key staff from each city, including City Attorneys’ Offices, are kept informed of status of negotiations.

Status and negotiations calls
Shall lead regular status and negotiations calls withstaff fromCupertino, Saratoga, Los Altos Hills, and SCC.

EXHIBIT A
2 City Council briefings, staff reports and presentations Shall draft briefing material, staff reports and presentations for City Council meetingsas needed. Participate in City Council briefings and meetings as needed.

Other project-related services
Shall provide other project related services as needed by the Cities.

EXHIBIT B
EXHIBIT B – SCHEDULE OF PERFORMANCE
Contractor Craig Whittom Consulting shall beginperforming work outlined in the Scope of Services immediately upon the contract execution .

All work between contract execution and October 23, 2025 may be completed remotely.

Between October 23, 2025 and June 1, 2026, contractor Craig WhittomConsultingis available for in-person meetings as needed.

Project shall be completed by June 30, 2026.

EXHIBIT C
EXHIBIT C – COST SUMMARY
The total not to exceed amount for services under this Agreement is $18,000. Contractor shall submit invoices to the City of Cupertino.

The Cities of Los Altos Hills and Saratoga agree to reimburse Cupertino in thetotal not to exceed amount of $6,000 each, representing their respective 1/3 share of the total cost of $18,000.

Reimbursement shall be made within thirty days of receiving a written requestfrom the City of Cupertino.

All three cities acknowledge and agree that they are each contributing an equal share ($ 6, 000) toward the total cost of services, and that Cupertino is acting solely as the fiscal agent for the purpose of making payment to the Contractor.

Contractor will invoice on an hourly basis as follows:

Project costs will be billed at $210.00 per hour through December 31, 2025.

Project costs will be billed at $220.00 per hour from January 1, 2026, through December 31, 2026.

Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable toeach City that is a party to the agreement.

INSURANCE POLICIES AND MINIMUMS REQUIRED

1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office ISO) Form CG 00 01, with limits no less than $ 2,000,000 per occurrence and $ 2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/ location endorsement is not available, the limit of the general aggregate shall be doubled.
a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever isgreater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed " primary and non-contributory," will not seek contribution from Cities’ insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of each City.

The Cities’ own insurance or self-insurance shall not be called upon.

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

Not required. Consultant shall be fully remote and not use automobiles to provide the service.

In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the Cities with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos ( hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the Cities, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile.

Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the Cities with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1).

EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
4

Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025
In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the Cities with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the Cities, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. Each City’s approval of coverage is required prior to commencement of services.

3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’ s Liability Insurance of no less than $1,000,000 each accident/ disease.

Not required. Consultant has provided written verification of noemployees.

4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’ s profession, with limits no less than $ 2,000,000 per occurrence or claim, $ 2,000,000 aggregate. If written on a claims-made basis form:
a. The Retroactive Date must be shown and must be before the Effective Date of 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.

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

Additional Insured Status
The City of Cupertino, the Town of Los Altos Hills, and the City of Saratoga, their City Councils, officers, officials, employees, agents, and volunteers (“ Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’ s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’ s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used).

Primary and Non-Contributory Coverage
Except Workers Compensation, coverage afforded to Cities/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by Cities, their officers, officials, employees, or volunteers shall be excess of Consultant’ s insurance and shall not contribute to it.

Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the Cities of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums.

Waiver of Subrogation
Consultant waives any right to subrogation against Cities/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of Cities, their employees, agents and volunteers. This provision applies regardless of whether or not the Cities have received a waiver of subrogation endorsement from the insurer.

Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025
Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the Cities (Insert on the Certificate of Insurance, if zero, insert “$ 0”). At Cities’ option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the Cities/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 Cities.

Acceptability of Insurers
Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of AVII or higher.

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

Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming each 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, each City shall be entitled to coverage for the higher insurance limits maintained by Consultant.

Adequacy of Coverage
Cities reserve 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.

06/26/2025
Business Professional Insurance Associates
1519 South B Street
San Mateo, CA 94402
License #: 0D69286
Certificates
650)341-4484 ( 650)341-4465
certs@bpia. net
00003705- 0 25
Craig Whittom
DBA: Craig Whittom Consulting
4053 Valente Ct
Lafayette, CA 94549
Hartford Underwriters Ins Co 11000
A 2026X Y Y 51SBMBM8EKG 01/01/2025 01/01/
X
X
2,000, 000
1,000, 000
10,000
2,000, 000
4,000, 000
4,000, 000
Hartford Underwriters Ins Co 30104
B 51 SBM BM8EKG 01/01/2025 01/01/2026
X X
2,000, 000
Lloyd' s of London Syndicate
C 2026Professional Liab PSN0240182866 01/01/2025 01/01/ Claim made 1,000, 000 Lloyd' s of London Syndicate
C 2026Professional Liab PSN0240182866 01/01/2025 01/01/ Deductible $ 2,500 Re: Project Santa Clara County for law enforcement services.

The City of Cupertino, its City Council, officers, officials, employees, agents, servants, volunteers, Town of Los Altos Hills and City of Saratoga are included as Additional Insured in respects to the Insured' s business operations. Additional Insured applies to the General Liability policy. Insurance is Primary and Non- Contributory. 30 days notice of cancellation applies. Zero deductible applies to the General Liability or to the Auto Liability coverages. Waiver of Subrogation applies for the General Liability policy.

Notice of cancellation endorsement for Prof. Liability applies.

City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
CER)
Printed by CER on 06/26/2025 at 02:52PM

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
OFFICER/ MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

DATE ( MM/ DD/YYYY)

PRODUCER CONTACT
NAME:

FAXPHONE
A/C, No, Ext): A/C, No):(
E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER EXPTYPEPOLICY EFF POLICY

OF INSURANCE MM/ DD/ YYYY)( MM/ DD/ YYYY) LIMITS(

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $

DAMAGE TO RENTED
CLAIMS- MADE OCCUR $ PREMISES ( Ea occurrence)
MED EXP ( Any one person)$
PERSONAL & ADV INJURY $
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PROPOLICY LOC PRODUCTS - COMP/ OP AGG $ JECT
OTHER:$
COMBINED SINGLE LIMIT $(
Ea accident)
ANY AUTO BODILY INJURY ( Per person)$
OWNED SCHEDULED BODILY INJURY ( Per accident)$

AUTOS ONLY AUTOS
HIRED NON- OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY ( Per accident)
OCCUR EACH OCCURRENCE $
CLAIMS- MADE AGGREGATE $
DED RETENTION $$
PER OTHSTATUTE ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ INSURER( S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

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.

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

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

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

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

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORDACORD 25 (2016/ 03) The ACORD name and logo are registered marks of

CERTIFICATE OF LIABILITY INSURANCE

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SL 30 42 10 18 Page 1 of 1
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.

A. The following is added to Section C. WHO IS AN INSURED:

Designated Person Or Organization
a. The person( s) or organization( s) shown in the Declarations as Additional Insured – Designated Person Or Organization is also an additional insured, 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. b. If coverage provided to these additional insureds is required by a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision, the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement, or permit to provide for these additional insureds. c. The insurance afforded to these additional insureds only applies to the extent permitted by law.

B. With respect to the insurance afforded such additional insured( s) by this endorsement, the following additional exclusion is added to Section B. EXCLUSIONS:

This insurance does not apply to “bodily injury” or “property damage” included within the “products- completed operations hazard”.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SL 30 03 10 18 Page 1 of 1
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission)

WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply.

The following is added to Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS:

We waive any right of recovery we may have against:
a. Any person or organization shown in the Declarations, or b. Any person or organization with whom you have a contract that requires such waiver.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL Y.

Form SL 90 13 10 18 Page 1 of 1
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission)

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional Conditions:

A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty ( 30) days in advance of the cancellation effective date to the certificate holder( s) with mailing addresses on file with the agent of record or the Company.

B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten ( 10) days of the cancellation effective date to the certificate holder( s) with mailing addresses on file with the agent of record or the Company.

If notice is mailed, proof of mailing to the last known mailing address of the certificate holder( s) on file with the agent of record or the Company will be sufficient proof of notice.

Any notification rights provided by this endorsement apply only to active certificate holder( s) who were issued a certificate of insurance applicable to this policy’ s term.

Failure to provide such notice to the certificate holder( s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives.

Form SL 00 00 10 18 Page 1 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission)

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered.

Throughout this Coverage Part the words " you" and " your" refer to the Named Insured shown in the Declarations. The words " we", "us" and "our" refer to the insurance company shown in the Declarations.

Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier.

The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured.

Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions.

A. COVERAGES

1. Business Liability Coverage ( Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement
a. We will pay those sums that the insured becomes legally obligated to pay as damages because of " bodily injury"," property damage" or " personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any " suit" seeking those damages. However, we will have no duty to defend the insured against any " suit" seeking damages for " bodily injury"," property damage" or personal and advertising injury" to which this insurance does not apply.

We may, at our discretion, investigate any " occurrence" or offense and settle any claim or " suit" that may result. But:
1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and
2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies.

No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments.
b. This insurance applies:
1) To "bodily injury" and "property damage" only if:
a) The “ bodily injury” or “ property damage” is caused by an “ occurrence” that takes place in the coverage territory”;
b) The " bodily injury" or "property damage" occurs during the policy period; and c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the bodily injury" or " property damage" had occurred, in whole or in part. If such a listed insured or authorized " employee" knew, prior to the policy period, that the " bodily injury" or " property damage" occurred, then any continuation, change or resumption of such " bodily injury" or " property damage" during or after the policy period will be deemed to have been known prior to the policy period. 2) To " personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c." Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim:
1) Reports all, or any part, of the " bodily injury" or "property damage" to us or any other insurer; 2) Receives a written or verbal demand or claim for damages because of the " bodily injury" or " property damage"; or

Form SL 00 00 10 18 Page 2 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) 3) Becomes aware by any other means that " bodily injury" or "property damage" has occurred or has begun to occur.
d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the " bodily injury". e. Incidental Medical Malpractice
1)" Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if:
a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and
b) You are not engaged in the business or occupation of providing such services. 2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence".

2. Medical Expenses
Insuring Agreement
a. We will pay medical expenses as described below for "bodily injury" caused by an accident:
1) On premises you own or rent;
2) On ways next to premises you own or rent; or
3) Because of your operations;
provided that:
1) The accident takes place in the " coverage territory" and during the policy period; 2) The expenses are incurred and reported to us within three years of the date of the accident; and 3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require.
b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for:
1) First aid administered at the time of an accident;
2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and 3) Necessary ambulance, hospital, professional nursing and funeral services.

3. Coverage Extension - Supplementary Payments
a. We will pay, with respect to any claim we investigate or settle, or any " suit" against an insured we defend:
1) All expenses we incur.
2) Up to $ 1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds.
3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. 4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. 5) All court costs taxed against the insured in the " suit". However, such costs do not include attorneys’ fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. 6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer.

Form SL 00 00 10 18 Page 3 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) 7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance.

Any amounts paid under ( 1) through ( 7) above will not reduce the Limits of Insurance. b. If we defend an insured against a " suit" and an indemnitee of the insured is also named as a party to the suit", we will defend that indemnitee if all of the following conditions are met:
1) The " suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; 2) This insurance applies to such liability assumed by the insured; 3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract";
4) The allegations in the " suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; 5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such " suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and 6) The indemnitee:
a) Agrees in writing to:
i) Cooperate with us in the investigation, settlement or defense of the "suit"; ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit";
iii) Notify any other insurer whose coverage is available to the indemnitee; and iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and
b) Provides us with written authorization to:
i) Obtain records and other information related to the " suit"; and ii) Conduct and control the defense of the indemnitee in such " suit".

So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments.

Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. Exclusions, such payments will not be deemed to be damages for " bodily injury" and " property damage" and will not reduce the Limits of Insurance.

Our obligation to defend an insured' s indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when:
1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or 2) The conditions set forth above, or the terms of the agreement described in Paragraph ( 6) above, are no longer met.

B. EXCLUSIONS

1. Applicable To Business Liability Coverage
This insurance does not apply to:
a. Expected Or Intended Injury
1)" 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; or
2)" Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting " personal and advertising injury".

Form SL 00 00 10 18 Page 4 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) b. Contractual Liability
1)" Bodily injury" or "property damage"; or
2)" Personal and advertising injury"
for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement.

This exclusion does not apply to liability for damages because of:
a)" Bodily injury"," property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or
b)" Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the " bodily injury" or " property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an " insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided:
i) Liability to such party for, or for the cost of, that party’ s defense has also been assumed in the same " insured contract"; and
ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.
c. Liquor Liability
Bodily injury" or "property damage" for which any insured may be held liable by reason of:
1) Causing or contributing to the intoxication of any person; 2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;
3) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or
4) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “ bodily injury” or “property damage” involved that which is described in Paragraph ( 1), (2), (3) or (4) above.

However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law.
e. Employer’ s Liability
Bodily injury" to:
1) An "employee" of the insured arising out of and in the course of:
a) Employment by the insured; or
b) Performing duties related to the conduct of the insured’ s business; or 2) The spouse, child, parent, brother or sister of that " employee" as a consequence of ( 1) above.

This exclusion applies:
1) Whether the insured may be liable as an employer or in any other capacity; and 2) To any obligation to share damages with or repay someone else who must pay damages because of the injury.

Form SL 00 00 10 18 Page 5 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution
1)" Bodily injury"," property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants":
a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to:
i)" Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building' s occupants or their guests; ii)" Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for:
i) Any insured; or
ii) Any person or organization for whom you may be legally responsible; d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured' s behalf are performing operations if the " pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to:
i)" Bodily injury" or " property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the " bodily injury" or " property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor;
ii)" Bodily injury" or " property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’ s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants".
2) Any loss, cost or expense arising out of any:
a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or
b) Claim or “ suit” by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants".

Form SL 00 00 10 18 Page 6 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) However, this paragraph does not apply to liability for damages because of " property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft
1) Unmanned Aircraft
Bodily injury" or " property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading".

This Exclusion g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the " bodily injury” or “ property damage” arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".
2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft Bodily injury" or " property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft ( other than “ unmanned aircraft”)," auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading".

This Exclusion g.(2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the " bodily injury" or " property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft ( other than “ unmanned aircraft”)," auto" or watercraft that is owned or operated by or rented or loaned to any insured.

This Exclusion g.(2) does not apply to:
a) A watercraft while ashore on premises you own or rent; b) A watercraft you do not own that is:
i) Less than 51 feet long; and
ii) Not being used to carry persons or property for a charge; c) Parking an " auto" on, or on the ways next to, premises you own or rent, provided the " auto" is not owned by or rented or loaned to you or the insured;
d) Liability assumed under any " insured contract" for the ownership, maintenance or use of aircraft other than “unmanned aircraft”) or watercraft;
e)" Bodily injury" or "property damage" arising out of:
i) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or
ii) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of “mobile equipment” if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or
f) An aircraft ( other than “ unmanned aircraft”) that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such " bodily injury" or " property damage", whether the other insurance is primary, excess, contingent or on any other basis.
h. Mobile Equipment
Bodily injury" or "property damage" arising out of:
1) The transportation of "mobile equipment" by an " auto" owned or operated by or rented or loaned to any insured; or
2) The use of “ mobile equipment” in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity.

Form SL 00 00 10 18 Page 7 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) i. War
Bodily injury"," property damage" or " personal and advertising injury", however caused, arising, directly or indirectly, out of:
1) War, including undeclared or civil war;
2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or 3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these.
j. Professional Services
Bodily injury"," property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to:
1) Legal, accounting or advertising services;
2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; 3) Supervisory, inspection, architectural or engineering activities; 4) Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; 5) Any health or therapeutic service treatment, advice or instruction; 6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming;
7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; 8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; 9) Any:
a) Body piercing ( not including ear piercing);
b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and c) Similar services;
10)Pharmaceutical services including but not limited to:
a) The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; b) The providing of or failure to provide home health care or home infusion products or services; and c) Advising and consulting customers;
11)Computer consulting, design or programming services, including web site design.

This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “ bodily injury”,“ property damage”, or personal and advertising injury” arises out of the rendering of or the failure to render any professional service.

Paragraphs ( 4) and ( 5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages.
k. Damage To Property
Property damage" to:
1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another' s property; 2) Premises you sell, give away or abandon, if the " property damage" arises out of any part of those premises;

Form SL 00 00 10 18 Page 8 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) 3) Property loaned to you;
4) Personal property in the care, custody or control of the insured; 5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the " property damage" arises out of those operations; or
6) That particular part of any property that must be restored, repaired or replaced because " your work" was incorrectly performed on it.

Paragraphs ( 1),( 3) and ( 4) of this exclusion do not apply to " property damage"( other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance.

Paragraph ( 2) of this exclusion does not apply if the premises are " your work" and were never occupied, rented or held for rental by you.

Paragraphs ( 3) and (4) of this exclusion do not apply to the use of elevators.

Paragraphs ( 3),( 4),( 5) and ( 6) of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraphs ( 3) and ( 4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site.

Paragraph ( 6) of this exclusion does not apply to "property damage" included in the " products- completed operations hazard".
l. Damage To Your Product
Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work
Property damage" to " your work" arising out of it or any part of it and included in the " products- completed operations hazard".

This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor.
n. Damage To Impaired Property Or Property Not Physically Injured Property damage" to "impaired property" or property that has not been physically injured, arising out of:
1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or 2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms.

This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o. Recall Of Products, Work Or Impaired Property
Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of:
1)" Your product";
2)" Your work"; or
3)" Impaired property";
if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury
Personal and advertising injury":
1) Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity;

Form SL 00 00 10 18 Page 9 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) 2) Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; 3) Arising out of a criminal act committed by or at the direction of the insured; 4) Arising out of any breach of contract, except an implied contract to use another’ s " advertising idea" in your "advertisement";
5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your " advertisement";
6) Arising out of the wrong description of the price of goods, products or services; 7) Arising out of:
a) Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or
b) Any injury or damage alleged in any claim or “suit” that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or “suit”, regardless of whether this insurance would otherwise apply.

However, this exclusion does not apply if the only allegation in the claim or “ suit” involving any intellectual property right is limited to:
i) Infringement, in your “advertisement”, of:
a. Copyright;
b. Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or
c. Title of any literary or artistic work; or
ii) Copying, in your “ advertisement”, a person’ s or organization’ s “ advertising idea” or style of advertisement”.

Paragraph ( 7)(b)ii above shall not apply to claims or “ suits” alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. 8) Arising out of an offense committed by an insured whose business is:
a) Advertising, broadcasting, publishing or telecasting; b) Designing or determining content of web sites for others; or c) An Internet search, access, content or service provider.

However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions.

For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting;
9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control;
10)Arising out of the unauthorized use of another' s name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another' s potential customers; 11)Arising out of the violation of a person' s right of privacy created by any state or federal act.

However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act;
12)Arising out of:
a) Advertising content for others on your web site;
b) Placing a link to a web site of others on your web site;

Form SL 00 00 10 18 Page 10 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or d) Computer code, software or programming used to enable:
i) Your web site; or
ii) The presentation or functionality of an "advertisement" or other content on your web site; 13)Arising out of a violation of any anti-trust law;
14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; 15)Arising out of any access to or disclosure of any person' s or organization' s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.

This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person' s or organization' s confidential or personal information; or
16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an unmanned aircraft". Use includes operation and "loading or unloading".

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the " personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft".

However, this exclusion does not apply if the only allegation in the claim or " suit" involves an intellectual property right which is limited to:
a) Infringement, in your "advertisement", of:
i) Copyright;
ii) Slogan; or
iii) Title of any literary or artistic work; or
b) Copying, in your " advertisement", a person' s or organization' s " advertising idea" or style of advertisement".
q. Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability 1) Damages because of “bodily injury” or “property damage” arising out of any access to or disclosure of any person’ s or organization’ s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or
2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate " electronic data".

This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs ( 1) or (2) above.

However, unless Paragraph ( 1) above applies, this exclusion does not apply to damages because of “bodily injury”.
r. Employment- Related Practices
Bodily injury" or "personal and advertising injury" to:
1) A person arising out of any:
a) Refusal to employ that person;
b) Termination of that person' s employment; or

Form SL 00 00 10 18 Page 11 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) c) Employment- related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or
2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment- related practices described in Paragraphs ( a), (b), or (c) above is directed.

This exclusion applies:
1) Whether the injury- causing event described in Paragraphs ( a),( b), or ( c) above occurs before employment, during employment or after employment of that person; 2) Whether the insured may be liable as an employer or in any other capacity; and 3) To any obligation to share damages with or repay someone else who must pay damages because of the injury.
s. Asbestos
1)" Bodily injury"," property damage" or " personal and advertising injury" arising out of the " asbestos hazard".
2) Any damages, judgments, settlements, loss, costs or expenses that:
a) May be awarded or incurred by reason of any claim or “ suit” alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the " asbestos hazard";
b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or c) Arise out of any claim or “suit” for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard".
t. Recording And Distribution Of Material Or Information In Violation Of Law Bodily injury"," property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate:
1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; 2) The CAN- SPAM Act of 2003, including any amendment of or addition to such law; 3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or
4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information.

Damage To Premises Rented To You – Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance.

2. Applicable To Medical Expenses Coverage
We will not pay expenses for " bodily injury":
a. Any Insured
To any insured, except " volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf of any insured or a tenant of any insured.

Form SL 00 00 10 18 Page 12 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) c. Injury On Normally Occupied Premises
To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws
To a person, whether or not an " employee" of any insured, if benefits for the " bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities
To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests.
f. Products- Completed Operations Hazard
Included with the "products- completed operations hazard". g. Business Liability Exclusions
Excluded under Business Liability Coverage.

C. WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b. through e. below, of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers.
d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees.

2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your " volunteer workers" only while performing duties related to the conduct of your business, or your employees", other than either your " executive officers"( if you are an organization other than a partnership, joint venture or limited liability company) or your managers ( if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business.

However, none of these " employees" or "volunteer workers" are insureds for:
1)" Bodily injury" or "personal and advertising injury":
a) To you, to your partners or members ( if you are a partnership or joint venture), to your members ( if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other " volunteer workers" while performing duties related to the conduct of your business; b) To the spouse, child, parent, brother or sister of that co-"employee" or that " volunteer worker" as a consequence of Paragraph ( 1)(a) above;
c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs ( 1)(a) or (b) above; or d) Arising out of his or her providing or failing to provide professional health care services.

If you are not in the business of providing professional health care services, Paragraph ( d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. 2)" Property damage" to property:

Form SL 00 00 10 18 Page 13 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) a) Owned, occupied or used by:
b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your " employees"," volunteer workers", any partner or member ( if you are a partnership or joint venture), or any member ( if you are a limited liability company). b. Real Estate Manager
Any person ( other than your " employee" or "volunteer worker"), or any organization while acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper temporary custody of your property if you die, but only:
1) With respect to liability arising out of the maintenance or use of that property; and 2) Until your legal representative has been appointed.
d. Legal Representative If You Die
Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part.

The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
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; and b. Coverage under this provision does not apply to:
1)" Bodily injury" or "property damage" that occurred; or 2)" Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization.

4. Operator Of Mobile Equipment
With respect to "mobile equipment" any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to:
a." Bodily injury" to a co-"employee" of the person driving the equipment; or b." Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

5. Operator Of Nonowned Watercraft
With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability.

However, no person or organization is an insured with respect to:

Form SL 00 00 10 18 Page 14 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) a." Bodily injury" to a co-"employee" of the person operating the watercraft; or b." Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations.

D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing " suits".

2. Aggregate Limits
The most we will pay for:
a. Damages because of " bodily injury" and " property damage" included in the " products- completed operations hazard" is the Products- Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other " bodily injury"," property damage" or " personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations.

This General Aggregate limit does not apply to " property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all bodily injury"," property damage" and medical expenses arising out of any one " occurrence" is the Liability and Medical Expenses Limit shown in the Declarations.

The most we will pay for all medical expenses because of " bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for the sum of all damages because of all " personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner.

In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of:
a. The limits of insurance required in a written contract, written agreement or permit; or b. The Limits of Insurance shown in the Declarations.

Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section.

If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all

Form SL 00 00 10 18 Page 15 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or " suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above.

The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the insured' s estate will not relieve us of our obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense
You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include:
1) How, when and where the " occurrence" or offense took place; 2) The names and addresses of any injured persons and witnesses; and 3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim
If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must:
1) Immediately record the specifics of the claim or "suit" and the date received; and 2) Notify us as soon as practicable.

You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The Insured
You and any other involved insured must:
1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or “suit”;
2) Authorize us to obtain records and other information; 3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and 4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured' s Own Cost
No insured will, except at that insured' s own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured' s Other Insurance
If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity.

However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured' s own insurance.
f. Knowledge Of An Occurrence, Offense, Claim Or Suit
Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such occurrence", offense, claim or "suit" is known to:

Form SL 00 00 10 18 Page 16 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) 1) You or any additional insured under this Coverage Part that is an individual; 2) Any partner, if you or an additional insured under this Coverage Part is a partnership; 3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; 4) Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation;
5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or 6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity.

This Paragraph f. applies separately to you and any additional insured under this Coverage Part.

3. Legal action Against Us
No person or organization has a right under this Coverage Part:
a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant' s legal representative.

4. Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies:
a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought.

5. Representations
a. When You Accept This Policy
By accepting this Policy, you agree:
1) The statements in the Declarations are accurate and complete; 2) Those statements are based upon representations you made to us; and 3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure.

6. Other Insurance
If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
1) Your Work
That is Fire, Extended Coverage, Builder' s Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for your work";

Form SL 00 00 10 18 Page 17 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) 2) Premises Rented To You
That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner;
3) Tenant Liability
That is insurance purchased by you to cover your liability as a tenant for " property damage" to premises rented to you or temporarily occupied by you with permission of the owner; 4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or use of aircraft," autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions.
5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions.
6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or
7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured.

However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part:
a) Primary Insurance When Required By Contract
This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below.
b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non- contributory with the additional insured' s own insurance, this insurance is primary and we will not seek contribution from that other insurance.

Paragraphs ( a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured.

When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any " suit" if any other insurer has a duty to defend the insured against that " suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured' s rights against all those other insurers.

When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and
2) The total of all deductible and self-insured amounts under all that other insurance.

We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first.

Form SL 00 00 10 18 Page 18 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’ s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

7. Transfer Of Rights Of Recovery Against Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring " suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery ( Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage.

F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS

1." Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition:
a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and
b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement.

2." Advertising idea" means any idea for an "advertisement".

3." Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form.

4." Auto" means:
a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or
b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged.

However, " auto" does not include " mobile equipment".

5." Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the above, mental anguish or death at any time.

6." Coverage territory" means:
a. The United States of America ( including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of:
1) Goods or products made or sold by you in the territory described in a. above; 2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or

Form SL 00 00 10 18 Page 19 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) 3)" Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication.
provided the insured' s responsibility to pay damages is determined in the United States of America ( including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to.

7." Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software ( including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of “ electronic data”, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data.

8." Employee" includes a "leased worker". " Employee" does not include a "temporary worker".

9." Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document.

10." Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be.

11." Impaired property" means tangible property, other than " your product" or "your work", that cannot be used or is less useful because:
a. It incorporates " your product" or " your work" that is known or thought to be defective, deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by:
a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement.

12." Insured contract" means:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement;
c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or agreement pertaining to 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 party to pay for " bodily injury" or " property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for " bodily injury" or property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing.

However, Paragraph f. does not include that part of any contract or agreement:
1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or

Form SL 00 00 10 18 Page 20 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) 2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured' s rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities.

13." Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business." Leased worker" does not include a temporary worker".

14." Loading or unloading" means the handling of property:
a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or auto";
b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but " loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto".

15." Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on which are permanently mounted:
1) Power cranes, shovels, loaders, diggers or drills; or 2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self- propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types:
1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or
2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment are not " mobile equipment" but will be considered " autos":
1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for:
a) Snow removal;
b) Road maintenance, but not construction or resurfacing; or c) Street cleaning;
2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

However,“ mobile equipment” does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “ autos”.

16." Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions.

17." Personal and advertising injury" means injury, including consequential " bodily injury", arising out of one or more of the following offenses:

Form SL 00 00 10 18 Page 21 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission) a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor;
d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person' s or organization' s goods, products or services; e. Oral, written, electronic, or any other manner of publication of material that violates a person' s right of privacy; f. Copying, in your " advertisement", a person’ s or organization’ s "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your " advertisement".

18." Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed.

19." Products- completed operations hazard";
a. Includes all " bodily injury" and " property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except:
1) Products that are still in your physical possession; or 2) Work that has not yet been completed or abandoned. However," your work" will be deemed to be completed at the earliest of the following times:
a) When all of the work called for in your contract has been completed. b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site.
c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.

Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed.

The " bodily injury" or " property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent.
b. Does not include " bodily injury" or "property damage" arising out of:
1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or
2) The existence of tools, uninstalled equipment or abandoned or unused materials.

20." Property damage" means:
a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it.

As used in this definition, " electronic data" is not tangible property.

21." Suit" means a civil proceeding in which damages because of "bodily injury"," property damage" or "personal and advertising injury" to which this insurance applies are alleged. " Suit" includes:
a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or
b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent.

Form SL 00 00 10 18 Page 22 of 22
2018, The Hartford
May include copyrighted material of Insurance Services Office, Inc., with its permission)

22." Temporary worker" means a person who is furnished to you to substitute for a permanent " employee" on leave or to meet seasonal or short- term workload conditions.

23." Unmanned aircraft" means an aircraft that is not:
a. Designed;
b. Manufactured; or
c. Modified after manufacture;
to be controlled directly by a person from within or on the aircraft.

24." Volunteer worker" means a person who:
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you.

25." Your product":
a. Means:
1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
a) You;
b) Others trading under your name; or
c) A person or organization whose business or assets you have acquired; and 2) Containers ( other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and
2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold.

26." Your work":
a. Means:
1) Work or operations performed by you or on your behalf; and 2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes:
1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and
2) The providing of or failure to provide warnings or instructions.

Unique Market Reference No. B087524C9N5051
1999- 2025 CFC Underwriting Limited, All Rights Reserved

ADDITIONAL INSURED ENDORSEMENT

ATTACHING TO
POLICY NUMBER:

PSN0240182866
THE INSURED: Craig Whittom DBA Craig Whittom Consulting WITH EFFECT FROM: 24 Jun 2025
It is understood and agreed that the following amendments are made to this Policy:

1. The following DEFINITION is added:

Additional insured" means
City of Cupertino
10300 Torre Ave
Cupertino, CA 95014
US

2. Where an “ Additional insureds” CONDITION exists in this Policy, additional insureds are included as a thirdparty.

3. Where an “Additional insureds” CONDITION does not exist in this Policy, the following CONDITION is added:

Additional insureds
Additional insureds are indemnified under this Policy as if they were you, but only in respect of sums which they become legally obliged to pay ( including liability for claimants' costs and expenses) as a result of any claim arising solely out of an act, error or omission committed by you or on your behalf, provided that had the claim been made against you, then you would be entitled to indemnity under this Policy.

Before we indemnify any additional insured, they must prove to us that the claim arose solely out of an act, error or omission committed by you or on your behalf and fully comply with CONDITION 1 as ifthey were you.

When this CONDITION applies, it will be primary and noncontributory to the additional insured's own insurance but only if you and the additional insured have entered into a contract that contains a provision requiring this.

Whilst additional insureds are indemnified under this Policy, any claim made by additional insureds against you will be treated by us as if they were a third party and not as a named insured.

4. The following CONDITION is added:

Notice of cancellation to additional insureds
If we give you notice of cancellation in accordance with the Cancellation” CONDITION, we will endeavour to provide the same notice of cancellation to additional insureds; however, not doing so will not place any additional liability upon us.

Unique Market Reference No. B087524C9N5051
1999- 2025 CFC Underwriting Limited, All Rights Reserved

SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE
POLICY
Authorised Signatory
CFC Underwriting Limited

Revised 2.06.23
Contractor/ Consultant Affidavit of No Employees
State of California
County of Santa Clara
City of Cupertino
I, the undersigned, declare as follows:

I am an independent contractor and the owner of .

I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers’ compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino’ s contract.

I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers’ Compensation insurance.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on this ____day of ____________, 20____, at , California.

PRINT NAME

SIGNATURE
Craig Whittom
Craih Whittom Consulting
6th August 25 Lafayette
Craig Whittom

Negotiation and Execution of Law Enforcement
Contract with SC County Sheriff's Office
Final Audit Report 2025- 08-12
Created: 2025- 08-06
By: Webmaster Admin ( webmaster@cupertino. org)
Status: Signed
Transaction ID: CBJCHBCAABAA3DCGSVIbmPaGpjjAApgh5X98gfUzIB_ A Negotiation and Execution of Law Enforcement Contract with S C County Sheriff's Office" History
Document created by Webmaster Admin ([email protected]) 2025- 08- 06 - 3:07:02 PM GMT- IP address: 35.229. 54.2 Document emailed to Araceli Alejandre ([email protected]) for approval 2025- 08- 06 - 3:18:10 PM GMT
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Email viewed by [email protected]
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Email viewed by Michael Woo ([email protected])
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Email viewed by [email protected]
2025- 08- 12 - 3:59:10 PM GMT- IP address: 52.176. 2.235 Signer [email protected] entered name at signing as Richard Taylor 2025- 08- 12 - 4:27:14 PM GMT- IP address: 52.39.49.65
Document e-signed by Richard Taylor ([email protected]) Signature Date: 2025- 08-12 - 4:27:16 PM GMT - Time Source: server- IP address: 52.39.49.65

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2025- 08- 12 - 10:53:56 PM GMT

ITEM 3B, Attachment 6

Letter Requesting Extension of SCC Law Enforcement Contract December 5, 2025
Page Two
It is important to briefly recount the Cities' efforts to negotiate a new FY 2026-27 agreement in a timeframe that aligned with our budget processes and the SCC review process. Here is a summary of our negotiations process to date:

June 26, 2025 -City-initiated kick-off call
During the kick-off call the City Managers committed to personally engage with SCC in the negotiations process. The Cities introduced a project management consultant (hired by the cities) to help facilitate an efficient negotiations process. During the meeting the Cities and SCC reps agreed to meet monthly. SCC and the Cities also agreed to the following target action plan:

1. 7 /15 - Te1m sheets developed by Cities and emailed to SCC in advance of call

2. 9/15 - Term sheets approved by Cities staff and SCC staff for each agreement

3. 10/1 -11/15 -Draft final language for each agreement

4. 11/15 - Final language in agreements approved by SCC staff and City staff.

5. 12/15 - Agreements approved by each City Council:

Cupertino -12/2
Saratoga - 12/3
Los Altos Hills -12/4 (special meeting)

6. 2/15/26 -Agreements approved by Santa Clara County Board of Supervisors SCC and the Cities discussed key issues in the new agreement (e.g. transparency, staffing, tenn, community engagement) and agreed that a fundamental element of the new agreement would be the cost of services. The paiiies acknowledged that the SCC cost proposal was under development and was anticipated by September 2025.

July 18, 2025 -Cities send SCC Term Sheet for New Agreement The Cities presented SCC with a proposed Term Sheet for the new contract. The Tem1 Sheet addressed all elements of the proposal except the cost of services which was under development by sec.

July 27, 2025 -Call to Review Term Sheet
The Cities reviewed the term sheet with SCC and answered clarifying questions.

Since July 27, 2025
The Cities have had numerous calls with SCC reps and repeatedly expressed the urgency of receiving a response to the Tenn Sheet and a FY 2026-27 cost proposal. As you are aware, the Cities have not received a response to the Term Sheet or a FY 2026-27 cost proposal.

We look forward to your response to this extension request. Feel free to call or email if you have any questions. Thank you.

Letter Requesting Extension of SCC Law Enforcement Contract December 5, 2025
Page Three
::::-�
Cody Einfalt
Acting City Manager
.. Town of Los Altos hills
ceinf al [email protected]. gov
Tina Kapoor
City Manager
City of Cupe1iino
[email protected]
�
City
City
Manager
of Saratoga
cdf-?Ej- mmor ley@sarato ga. ca. us
cc: Cupe1iino City Council
Saratoga City Council
Los Altos Hills Town Council
Santa Clara Board of Supervisor Margaret Abe-Koga

County of Santa Clara
Office of the Sheriff
55 West Younger Avenue
San Jose, California 95110-1721
(408) 808-4400
_____________________________M E M O R A N D U M_____________________________ Robert Jonsen
Sheriff
DATE: December 31, 2025
TO: Tina Kapoor, City Manager, City of Cupertino
Matt Morley, City Manager, City of Saratoga
Cody Einfalt, Acting City Manager, Town of Los Altos Hills FROM: Adam Oberdorfer, Assistant Sheriff
SUBJECT: Updated Cost Methodology and Proposal for Contract Policing Services ______________________________________________________________________________ Thank you for your patience as we worked closely with the County to update our contract methodology. We recognize that these delays have created challenges, and we remain committed to resolving them promptly. We look forward to working together to finalize a new contract quickly and efficiently.

As noted in the previous letter from County Executive James Williams and Sheriff Robert Jonsen dated December 18, 2025, the County, in coordination with the County Executive, the County Office of Budget and Analysis, the County Counsel’s Office, and the Office of the Sheriff, undertook a thorough assessment of our police services contracting approach for all contracts. The result is a revised methodology that reflects an accurate, sustainable cost-recovery model aligned with current legal, operational, and fiscal realities. The revised methodology:
 Reflects actual salary and benefit costs, including the most recent Deputy Sheriffs' Association Memorandum of Understanding;
 Accurately accounts for actual overhead and support costs required to sustain 24/7 law enforcement operations; and
 Ensures transparency, consistency, and equity across contract cities and other police service contracts.

Since our last contract cycle, the landscape of modern policing—both nationally and within California—has changed significantly. Training requirements have expanded due to new state mandates, including additional instructional requirements on the use of force, firearms, and deescalation. Technology has also become foundational to effective policing. Body-worn cameras, mobile data computers, department-issued smartphones, and secure mobile networks are now essential tools to ensure transparency, accountability, officer safety, and operational efficiency.

ITEM 3B, Attachment 7

Legislative and accountability standards have also significantly expanded reporting obligations, including Uniform Crime Reporting (UCR) with NIBRS1
, the Racial and Identity Profiling Act
(RIPA)2, enhanced public records requirements, and independent review processes. While these mandates increase complexity and workload, they strengthen public trust and improve access to policing data.

However, the most significant challenge facing law enforcement today is workforce sustainability.

Like municipal police departments throughout California, the Sheriff's Office continues to experience unprecedented recruiting and retention challenges. The costs of hiring, training, and retaining qualified deputies have increased significantly due to competitive labor markets, expanded training mandates, and evolving community expectations.

Despite these challenges, the Santa Clara County Sheriff's Office remains steadfast in its commitment to your communities. Our deputies know your neighborhoods, schools, and businesses. They attend local events, engage with residents, and serve as trusted partners in public safety. This long-standing relationship, built on shared values and mutual commitment to public safety, remains at the core of our service model.

Enclosed is a high-level budget proposal for renewing police services for Cupertino, Los Altos Hills, and Saratoga as projected for FY 2026–27. Costs are based on FY 2025–26 actuals with an estimated 5% increase for FY 2026-27. The proposal reflects the actual cost of delivering professional, community-oriented police services under current conditions while ensuring longterm sustainability.

To support cost comparisons, the proposed hours for each city remain consistent with the current fiscal year. However, due to ongoing city growth, rising service expectations, and operational requirements to maintain community standards and response times, adjustments to current hour allocations will likely be necessary to meet increasing service demands. A summary of the overhead methodology is also included below. Our office and the County look forward to meeting early in 2026 to review details and address any questions from the cities.

We value the longstanding partnerships we share with each of your cities and remain committed to providing high-quality, professional law enforcement services. We welcome the opportunity to review this proposal with you in greater detail and to work collaboratively toward finalizing the renewal of our police services agreements.
1 https://www.fbi.gov/how-we-can-help-you/more-fbi-services-and-information/ucr/nibrs 2 https://oag.ca.gov/ab953

Overview of West Valley Overhead Cost Components
The revised methodology includes the following proportional overhead components for personnel assigned to West Valley Patrol. Proportional costs are calculated based on the number of full-time equivalents (FTEs) assigned to the West Valley Patrol Division and their corresponding share of overall operations. This percentage is then applied to our total operating costs to determine the overhead allocation.

West Valley Overhead - Includes expenses related to operating the West Valley Division, such as personnel costs for the Captain, Lieutenant, Sergeants (supervisors), and essential support staff required to manage and oversee the division.

Personnel & Training - Includes the proportional cost of the Sheriff's Office Personnel Division and the Training and Professional Development Division, encompassing recruitment, hiring, and ongoing mandatory and professional training required to sustain a modern police workforce.

Fiscal Services - Includes proportional costs for fiscal management, accounting, and payroll services necessary to support personnel assigned to West Valley Patrol.

Information Technology (IT) Services - Includes proportional costs for IT support personnel and management who sustain 24/7 law enforcement operations, including CJIS-compliant systems required for CLETS and NCIC access, mobile phones and mobile data computers, law enforcement applications, secure data sharing, and other mission-critical IT services.

Internal Affairs - Includes proportional costs for Internal Affairs services required to meet legal and regulatory obligations, including the investigation of misconduct and citizen complaints, SB 2 decertification requirements, and other mandated oversight responsibilities applicable to all California law enforcement agencies.

Sheriff's Office Administration - Includes proportional administrative and executive oversight costs necessary to manage and support law enforcement services.

Investigative Services - Replaces the prior hourly billing model with an overhead cost for investigative services. This cost is based on the Investigative Services Division's actual costs and an analysis of the average investigative workload over the past three fiscal years, proportionally allocated to each contract city based on each city's case volume. The cost includes West Valley detectives focused on property crime, division leadership, and specialized investigative units such as Major Crimes, Sexual Assault, and Domestic Violence, as well as associated costs for property and evidence, crime scene investigation, and evidence processing and destruction.

Records - Based on a three-year workload analysis that considers case volume using the same formula as Investigative Services, the Records Division offers a variety of mandatory services around the clock. These include warrant confirmation, public information services, Uniform Crime Reporting (UCR), and state and federal crime reporting. They also handle CPRA processing, vehicle tow processing, and public report requests.

Unincorporated
Rates Cupertino Los Altos Hills Saratoga Areas
General Law Enforcement Services (Primary Rate)
Proposed Hours 41,881 5,421 20,060 14,696
Projected Costs FY26-27 @ $193.52 $8,104,687 $1,049,056 $3,881,952 $2,843,926 Supplemental Services - Traffic Enforcement - Day
Proposed Hours - Enforcement Vehicle - Deputy Sheriff 1,803 - - - Proposed Hours - Motorcycle - Deputy Sheriff 5,447 1,860 4,195 - Total Proposed Hours 7,250 1,860 4,195 -
Projected Costs FY26-27 @ $193.52 $1,402,999 $359,845 $811,872 $0 Traffic Sergeant
Projected Costs FY26-27 @ $344,860.69 $344,861 $0 $0 $0 School Resources Officer
Projected Costs FY26-27 @ $316,207 $632,414 $0 $316,207 $0 Subtotal $10,484,961 $1,408,901 $5,010,031 $2,843,926
Operating Costs Of West Valley Substation
Proposed Hours General/Supplemental Services 49,131 7,281 24,255 14,696 Traffic & School Officer 4,912 - 1,634 -
FY26-27 101,909 54,043 7,281 25,889 14,696
Percentage 53.0% 7.1% 25.4% 14.4%
Total Projected Costs of Substation = $568,233 $301,338 $40,595 $144,356 $81,943 OH and Support Services Costs
West Valley OH costs $14,739,880 $7,224,807 $1,116,113 $3,567,376 $2,831,584 Personnel & Training $1,118,120 $592,947 $79,880 $284,052 $161,241 Fiscal Services $316,770 $167,986 $22,630 $80,474 $45,681 IT Services $1,049,837 $556,736 $75,002 $266,705 $151,394 Internal Affairs $267,432 $141,821 $19,106 $67,940 $38,566 SO Admin $419,567 $222,499 $29,974 $106,588 $60,505
Investigative $6,801,625 $4,380,674 $426,845 $1,546,502 $447,603 Records $3,761,686 $2,422,763 $236,070 $855,304 $247,550 Total Projected Costs for OH & Support Services = $28,474,917 $15,710,233 $2,005,620 $6,774,940 $3,984,124 Total Projected Contract Costs FY26-27 $26,496,532 $3,455,116 $11,929,327 $6,909,994 FY27 cost projection is based on FY26 projection with a 5% increase Santa Clara County - Sheriff's Office
West Valley Patrol

PROJECTED CONTRACT COSTS - FULL COSTS
Fiscal Year 2026-2027

1 February 24, 2026
County Executive James Williams
Santa Clara County Office of the County Executive
70 West Hedding Street
San Jose, CA 95110
sent by email: [email protected]
Sheriff Robert Jonsen
Santa Clara County Office of the Sheriff
55 West Younger Avenue
San Jose, CA 95110
sent by email: [email protected]
Dear County Executive Williams and Sheriff Jonsen,
Thank you for the opportunity to meet on Wednesday February 25, 2026 to discuss the FY 2026-27 law enforcement contracts with our cities. We value our long-standing relationship with the Office of the Sheriff. We have worked together over many years to ensure our residents are supported with responsive law enforcement services. We particularly appreciate the support of Captain Valenzuela and Assistant Sheriff Oberdorfer as they have worked with us on the contract discussions to date.

In the cities’ December 5, 2025 letter requesting an extension to this year’s contract, we explained the County delays in moving the contract negotiations forward. On December 18, 2025, we received your response rejecting our request. On December 31, 2025, we finally received the County’s FY 2026-27 cost proposal from Assistant Sheriff Oberdorfer. We understand the importance to the County of moving forward with a new contract and are prepared to do that. We also acknowledge that the County and our cities are facing very challenging and difficult FY 2026-27 budget decisions.

As you may be aware, our communities formed an Ad-Hoc Committee (comprised of our three Mayors) to “receive data and contract terms from staff on the progress of negotiations, provide insight into the information and offer suggestions to the City Managers to advance negotiations.” The Ad-Hoc Committee has met three times and will continue to meet during the course of our negotiations of a new contract.

ITEM 3B, Attachment 8

2 In advance of our Wednesday meeting, the cities are guided by the following principles as we negotiate and finalize the FY 2026-27 agreements between the County and our cities:

1. Term. We are interested in executing a one-to-two-year agreement, with options to extend the agreement.

2. FY 2026-27 contract cost increase from FY 2025-26 costs. Tie the total cost increase of the entire contracts to the actual increased costs of General Law Enforcement Services (Deputy Sheriffs MOU actual costs including FY 2026-27 COLA). We understand that this would be a total 12-14% cost increase for the cities over the FY 2025-26 contract costs.

3. New Overhead / Cost Allocation Methodology. It is unreasonable to deliver a completely new overhead / cost allocation methodology six months prior to the expiration of this year’s contract. In addition, the proposed level of increases in overhead / cost allocation costs are also unreasonable.

4. Commitment to work with the County to agree on Overhead / Cost Allocation contributions. The cities acknowledge that we should pay for our fair cost to the County for providing law enforcement services. We are committed to work with SCC between now and September 2026 to agree on an equitable methodology for the allocation of FY 2027-28 costs. That will allow for the extension of an agreement with a reasonable allocation of overhead and indirect costs.

5. Alternative service delivery models. The scale of the current and future increases in County contract costs have prompted our cities to begin to investigate alternate service delivery models. We will continue to assess options during the one-to-twoyear agreement.

We look forward to our meeting on Wednesday. Thank you again for your support and service to our communities.

Feel free to call or email if you have any questions.

Sincerely,
Tina Kapoor, City Manager, City of Cupertino

3 Leslie Arroyo, Acting City Manager, City of Saratoga
Cody Einfalt, Acting City Manager, Town of Los Altos Hills cc: Ad-Hoc Committee

Law Enforcement Services Cooperative Contract Negotiation and Execution

AGREEMENT BETWEEN THE CITIES OF

CUPERTINO, LOS ALTOS HILLS, AND SARATOGA

FOR PROFESSIONAL CONSULTING SERVICES WITH
SINGER ASSOCIATES, INC.

1. PARTIES
This Agreement is made by and between the CITY OF CUPERTINO, a California municipal corporation ( , the TOWN OF LOS ALTOS HILLS, a California municipal corporation, ( ), the CITY OF SARATOGA, a California municipal corporation ( ) and SINGER ASSOCIATES, INC. ontractor n S Corporation. CUPERTINO, LOS ALTOS HILLS, and SARATOGA, may be referred to herein collectively as . Contractor and the Cities will be collectively

RECITALS
WHEREAS:

A. The Cities desire to retain the services of Contractor to perform a strategic communications plan supporting the goals of the joint cities of CUPERTINO, SARATOGA, and LOS ALTOS HILLS around the shared policing contract with the B. The Cities will share equally to pay Contractor for their services, with LOS ALTOS HILLS and SARATOGA reimbursing CUPERTINO which agrees to be the fiscal agent to pay Contractor.

C. The City Manager of CUPERTINO or their designee is the representative of CUPERTINO for all purposes under this AGREEMENT.

D. The City Manager of LOS ALTOS HILLS or their designee is the representative of LOS ALTOS HILLS for all purposes under this AGREEMENT.

E. The City Manager of SARATOGA or their designee is the representative of SARATOGA for all purposes under this AGREEMENT.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Cities and Contactor agree as follows:

2. SERVICES

2.1 detail in Scope of Services, attached here and incorporated as Exhibit A.

ITEM 3B, Attachment 9

Law Enforcement Services Cooperative Contract Negotiation and Execution

2.2 assisting the Cities with any portion of the preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the Cities.

3. TIME OF PERFORMANCE

3.1 This Agreement begins on the Effective Date and ends on December 31, 2026 earlier as provided herein. The Cities mutually and collectively 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 shall be approved by the Cities mutually and collectively.

3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here as Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time.

4. COMPENSATION

4.1 Maximum Compensation. Cities will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $35,000.00 Exhibit A and in the manner
set forth in Exhibit C, Cost Summary attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if without prior written approval of each City.

4.2 Invoices and Payments. Monthly invoices addressed to CUPERTINO must state a description of the work completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement.

The other parties will be responsible for payment as follows:
a) LOS ALTOS HILLS is responsible for reimbursing CUPERTINO for 1/3 of the Contract Price, not to exceed $11,666.67.
b) SARATOGA is responsible for reimbursing CUPERTINO for 1/3 of the Contract Price, not to exceed $11,666.67.

5. INDEPENDENT CONTRACTOR

5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of Cities. 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 , or other benefits from the Cities.

Law Enforcement Services Cooperative Contract Negotiation and Execution

5.2 Contra 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 applicable Business Licenses, if required by the CUPERTINO Municipal Code, LOS ALTOS HILLS Municipal Code, and/or SARATOGA Municipal Code.

5.4 Subcontractors.

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

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

5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against the Cities 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 ral and state income taxes. Cities shall have
no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of a City, Contractor shall indemnify, defend, and hold harmless that City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City, the City in connection with the above.

6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the Cities, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to the Cities. Contractor shall hold in confidence all City information provided by the Cities to Contractor 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.

Law Enforcement Services Cooperative Contract Negotiation and Execution

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, prepared by Contractor in connection with this Agreement will be the exclusive property of the Cities upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by each City. In any case, no Work Product shall be shown to any third-party without prior written approval of the Cities.

7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising be the property of Cities. Alternatively, Contractor assigns to Cities all Work Product copyrights.

Contractor may use copies of the Work Product for promotion only with each approval.

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

7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, Cities 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
to Cities 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 Citi final payment.

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

Law Enforcement Services Cooperative Contract Negotiation and Execution

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 Cities. 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 is considered an assignment of the Agreement and subject to approval, which shall not be unreasonably withheld. 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 contributions in making the

CUPERTINO, LOS ALTOS HILLS
of SARATOGA 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 Cities, their City Councils, boards and commissions, officers, officials, employees, agents, servants, volunteers,
Cities, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of a 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 Cities incur in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from Cities of a third-party claim. At request, Contractor will assist Cities in the defense of a claim, dispute, or lawsuit arising out of this Agreement.

11.3 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 Cities or any Indemnitee.

Law Enforcement Services Cooperative Contract Negotiation and Execution

11.4 Cities lost due to
a claim or counterclaim arising out of this Agreement, or 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 Cities to monitor compliance with these requirements imposes no additional obligations on Cities 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 D, and must maintain the insurance for the duration of the Agreement, or longer as required by Cities. Cities will not execute the Agreement until Cities approve 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 Cities, at their sole discretion and without notice, purchasing insurance for Contractor

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 Cities of changes in the is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act.

13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a 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 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 its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the Cities on request as necessary to monitor compliance with this provision.

Law Enforcement Services Cooperative Contract Negotiation and Execution

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 rules governing gifts to public officials and employees.

13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in Cities suspending payments, requiring reimbursements or terminating this Agreement. Cities reserve 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
CUPERTINO Project Manager. The City of CUPERTINO assigns Tina Kapoor, or a designee, as CUPERTINO representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. CUPERTINO reserves the right to substitute another Project manager at any time, and without prior notice to Contractor.

LOS ALTOS HILLS Project Manager. The Town of LOS ALTOS HILLS assigns Cody Einfalt or a designee, as LOS ALTOS HILLLS
with authority to oversee the progress and performance of the Scope of Services. LOS ALTOS HILLS reserves the right to substitute another Project manager at any time, and without prior notice to contractor.

SARATOGA Project Manager. The City of SARATOGA assigns Leslie Arroyo, or a designee, as SARATOGA representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. SARATOGA reserves the right to substitute another Project manager at any time, and without prior notice to contractor.

Contractor Project Manager. Contractor assigns Erin Souza as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the Project Managers about the progress with the work or any delays, as required under the Scope of Services. Each City written approval is required prior to substituting a new Representative.

Law Enforcement Services Cooperative Contract Negotiation and Execution

15. ABANDONMENT OF PROJECT
Cities may abandon or postpone the Project or parts therefore at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. With each - 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
Cities 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 award must be supported by law and substantial evidence and include detailed written findings of law and fact.

18. ATTORNEY FEES
If any or all Cities initiate 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. Each
breach.

Law Enforcement Services Cooperative Contract Negotiation and Execution

21. ENTIRE AGREEMENT
(a) 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 ed
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. (b) If a question arises regarding interpretation of this AGREEMENT or its performance, or the alleged failure of a party to perform, the party raising the question or making the allegation shall give written notice thereof to the other Parties. The Parties shall promptly meet in an effort to resolve the issues. If the Parties fail to resolve the issues raised, alternative forms of dispute resolution, including mediation or binding arbitration, may be pursued by mutual agreement with costs to be borne evenly by the Parties. It is the express intent of the Parties that litigation be avoided as a method of dispute resolution.
(c) This AGREEMENT constitutes the entire AGREEMENT between the Parties pertaining to the subject matter contained therein and supersedes all prior or contemporaneous agreements, representations and understandings of the Parties relative thereto. (d) This AGREEMENT has been drafted through a cooperative effort of the Parties, and all Parties have had an opportunity to have the AGREEMENT reviewed and receive advice by qualified legal counsel. No Party shall be considered the drafter of this AGREEMENT, and no presumption or rule that an ambiguity shall be construed against the Party drafting the clause shall apply to the interpretation or enforcement of this AGREEMENT.

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

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.

Law Enforcement Services Cooperative Contract Negotiation and Execution

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

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

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

Cupertino, CA 95014
Attention: Tina Kapoor
Email: [email protected]
To Contractor:

Singer Associates, Inc.
47 Kearny St. 2nd Floor
San Francisco, CA 94108
Attention: Erin Souza
Email: [email protected]
To Town of Los Altos Hills
Office of the City Manager
26379 Fremont Road
Los Altos Hills, CA 94022
Attention: Cody Einfalt
Email: [email protected]
To City of Saratoga
Office of the City Manager
13777 Fruitvale Avenue
Saratoga, CA 95070
Attention: Leslie Arroyo
Email: [email protected]

27. 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.

SIGNATURES CONTINUE ON THE FOLLOWING PAGE

Law Enforcement Services Cooperative Contract Negotiation and Execution

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

CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation ___________________ By By
Name Name
Title Title
Date Date

TOWN OF LOS ALTOS HILLS CITY OF SARATOGA
A Municipal Corporation A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM: APPROVED AS TO FORM: ___________________________________ MICHAEL K. WOO STEVEN T. MATTAS Cupertino Senior Assistant City Attorney Los Altos Hills City Attorney APPROVED AS TO FORM: ATTEST: ___________________________________ RICHARD S. TAYLOR LAUREN SAPUDAR Saratoga City Attorney Acting Cupertino City Clerk
Date __________________________

EXHIBIT A
EXHIBIT A – SCOPE OF SERVICES
Objectives
Contractor, Singer Associates, Inc., will prepare a strategic communications plan supporting the goals of the cities of Cupertino, Saratoga, and Los Altos Hills regarding their respective law enforcement contracts The
cities seek to negotiate terms that bring the increase into alignment with a reasonable cost allocation consistent with regional cost trends and service levels.

This communications plan will:

Educate the public and stakeholders about the real drivers of cost growth. services.

Encourage public support for a reasonable increase in contract costs.

Lay the groundwork for a moderated, fair contract increase aligned with regional norms.

Stakeholders
For this project, the primary stakeholders are the Cities of Cupertino and, Saratoga, and Town of Los Altos Hills, , along with the residents of these cities who will be directly impacted by law enforcement services.

Tasks and Activities
Phase 1 – Internal Coordination (Week 1–2)
Contractor will form a Joint City Task Force (City Managers, Finance Directors, and PIOs) to synchronize messaging.

Contractor will develop common talking points, FAQs, and data visualizations on cost comparisons.

Contractor will align cities on shared key messages to ensure consistency across meetings, statements, and media interactions.

Phase 2 – Public Engagement (Week 3–5)

EXHIBIT A
Contractor will assist cities with a Joint Press Release with a shared statement of concern and rationale for seeking a fairer contract.

Contractor will l
o Simple cost comparison charts
o
o
Contractor will conduct community town halls (virtual or hybrid), jointly hosted by the three cities, to inform residents and answer questions.

Contractor will use social media campaigns (Nextdoor, Facebook, X, city eContractor will rely on the existing City communications structure to facilitate information to the public.

Phase 3 — Advocacy & Negotiation (Week 6+)
Contractor will assist with a joint letter to the Santa Clara County Board of Supervisors emphasizing commitment to collaboration but concern over the magnitude of cost increases.

Contractor will leverage local media (Mercury News, Patch, Cupertino Today) for editorial engagement and opContractor will continue updates to residents through Mayor messages, council meetings, and community newsletters.

Project Outcomes

1. 2. Community support for a reasonable new contract.

3. Stronger collective bargaining position for Cupertino, Saratoga, and Los Altos Hills.

4. R .

EXHIBIT B
EXHIBIT B – SCHEDULE OF PERFORMANCE
Contractor, Singer Associates, Inc., will perform the duties outlined in the Scope of Services according to the following Schedule of Performance:

Phase Activity Timeframe
Coordination Task Force formation,
message alignment
Weeks 1–2:

Feb – Mar 2026
Public Awareness
Press release, website
content live,
community meetings
Weeks 3–5:

Mar – Apr 2026
Advocacy & Ongoing
Negotiation
Media engagement and
interim agreement
updates
Week 6 onward:

Apr – Dec 2026
December 31, 2026.

EXHIBIT C
EXHIBIT C – COST SUMMARY
Contractor, Singer Associates, Inc. will perform the duties outlined in the Scope of Services according to the fee schedule below. The total Not to Exceed amount for the successful performance of these services is $35,000. Contractor will submit invoices on a monthly basis.

RATE SCHEDULE
Role Title Hourly Rate
President $600/Hr
Partners $500/Hr
Vice President $400/Hr
Senior Consultant $400/Hr
Senior Account Director $350/Hr
Account Director $300/Hr
Senior Account Executive $250/Hr
Account Executive $200/Hr
Assistant Account Executive $175/Hr
Account Coordinator $150/Hr
Account Assistant $100/Hr

Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City.

INSURANCE POLICIES AND MINIMUMS REQUIRED

1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon.

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

Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and noncontributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile.

Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1).

EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts

Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025
In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services.

3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease.

Not required. Consultant has provided written verification of no employees.

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

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

Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used).

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

Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums.

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

Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025
Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City.

Acceptability of Insurers
Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of AVII or higher.

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

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

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

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

ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE LIMITS (MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $
DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO- POLICY LOC JECT PRODUCTS - COMP/OP AGG
OTHER: $

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

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident) $

HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident) $
$
OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH- STATUTE ER
E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

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.

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

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

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

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

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
2/13/2026
30104
Singer Associates, Inc.
47 Kearny Street Ste 200
San Francisco, CA 94108
22357
00914
19038
15792
A 2,000,000
X X 57SBABN7UXL 8/14/2025 8/14/2026 1,000,000
10,000
Excluded
4,000,000
4,000,000
B 1,000,000
X 57UECIZ4558 1/12/2026 1/12/2027
A 1,000,000
X X 57SBABN7UXL 8/14/2025 8/14/2026 1,000,000
10,000
C
57WBCAZ2BX0 8/15/2025 8/15/2026 1,000,000
1,000,000
1,000,000
D E&O - Miscellaneous 107766478 1/19/2026 Limit 2,000,000 E Cyber Liability ESO0140655568 1/19/2026 1/19/2027 Limit 2,000,000 Professional Liability / E&O includes the Personal and Advertising Injury Limit $2M each claim / $2M aggregate limit subject to Retention - $10K Cyber Liability Limit $2M subject to Deductible $5K
Businessowner - Property subject to Deductible $250
Auto - Comprehensive deductible $500 / Collision deductible $1,000 SEE ATTACHED ACORD 101
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
SINGASS-01 MCHANG
Acrisure West Insurance Services, LLC
1950 W Corporate Way #1 Anaheim, CA 92801-5373
Maribeth Chang
[email protected]
Hartford Underwriters Insurance Company
Hartford Accident and Indemnity Company
Hartford Insurance Company (USE ONLY FOR MULTIPLE HARTFO Travelers Casualty and Surety Company
Underwriters at Lloyd's, London (NAIC#:15792)
X
1/19/2027
X
X
X
X
X
X
X

FORM NUMBER: EFFECTIVE DATE:

The ACORD name and logo are registered marks of ACORD

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
FORM TITLE:

Page of

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01)
AGENCY CUSTOMER ID:

LOC #: AGENCY NAMED INSURED

POLICY NUMBER

CARRIER NAIC CODE
© 2008 ACORD CORPORATION. All rights reserved.

Acrisure West Insurance Services, LLC
SINGASS-01
SEE PAGE 1
1 SEE PAGE 1
ACORD 25 Certificate of Liability Insurance
1 SEE P 1
Singer Associates, Inc. 47 Kearny Street Ste 200 San Francisco, CA 94108 SEE PAGE 1
MCHANG
1 Description of Operations/Locations/Vehicles:

The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers are additional insureds with respects to the named insured's business operations through written contract. Thiis insurance is primary and non-contributory.

Wiaiver of subrogation applies . 30 days notice of cancellation appliesd and 10 days cancellation for non-payment of premium.

Form SL 00 00 10 18

BUSINESS LIABILITY COVERAGE FORM

READ YOUR POLICY CAREFULLY
QUICK REFERENCE Beginning On Page
A. COVERAGES 1
Business Liability 1
Medical Expenses 2
Coverage Extension - Supplementary Payments 2
B. EXCLUSIONS 3
C. WHO IS AN INSURED 12
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15

1. Bankruptcy 15

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15

3. Legal Action Against Us 16

4. Separation Of Insureds 16

5. Representations 16

6. Other Insurance 16

7. Transfer Of Rights Of Recovery Against Others To Us 18 F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 18

Form SL 00 00 10 18 Page 1 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission)

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered.

Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier.

The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured.

Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions.

A. COVERAGES

1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement
a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply.

We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But:
(1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and
(2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies.

No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property damage" only if:
(a) The “bodily injury” or “property damage” is caused by an “occurrence” that takes place in the “coverage territory”;
(b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or

Form SL 00 00 10 18 Page 2 of 22
© 2018, The Hartford
(May include copyrighted material of Insurance Services Office, Inc., with its permission) (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur.
d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if:
(a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and
(b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence".

2. Medical Expenses
Insuring Agreement
a. We will pay medical expenses as described below for "bodily injury" caused by an accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require.
b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for:
(1) First aid administered at the time of an accident;
(2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services.

3. Coverage Extension - Supplementary Payments
a. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend:
(1) All expenses we incur.
(2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds.
(3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All court costs taxed against the insured in the "suit". However, such costs do not include attorneys’ fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer.