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CC 03-05-2024 Searchable PacketCITY OF CUPERTINO CITY COUNCIL AGENDA 10350 Torre Avenue, Council Chamber and via Teleconference Tuesday, March 5, 2024 5:00 PM Televised Special Meeting (5:00) and Regular City Council Meeting (6:45) IN-PERSON AND TELECONFERENCE / PUBLIC PARTICIPATION INFORMATION Members of the public wishing to observe the meeting may do so in one of the following ways: 1) Attend in person at Cupertino Community Hall, 10350 Torre Avenue. 2) Tune to Comcast Channel 26 and AT&T U-Verse Channel 99 on your TV. 3) The meeting will also be streamed live on and online at www.Cupertino.org/youtube and www.Cupertino.org/webcast Members of the public wishing to comment on an item on the agenda may do so in the following ways: 1) Appear in person at Cupertino Community Hall. 2) E-mail comments by 4:00 p.m. on Tuesday, March 5 to the Council at citycouncil@cupertino.org. These e-mail comments will also be forwarded to Councilmembers by the City Clerk’s office before the meeting and posted to the City’s website after the meeting. Members of the public may provide oral public comments during the Meeting as follows: Oral public comments will be accepted during the meeting. Comments may be made during “oral communications” for matters not on the agenda, and during the public comment period for each agenda item. Oral public comments may be made during the public comment period for each agenda item. Members of the audience who address the City Council must come to the lectern/microphone, and are requested to complete a Speaker Card and identify themselves. Page 1 1 CC 03-05-2024 1 of 386 City Council Agenda March 5, 2024 Completion of Speaker Cards and identifying yourself is voluntary and not required to attend the meeting or provide comments. 3) Teleconferencing Instructions To address the City Council, click on the link below to register in advance and access the meeting: Online Register in advance for this webinar: https://cityofcupertino.zoom.us/webinar/register/WN_YOyG6tsjTt6-4lkkrNbLrQ Phone Dial: 669-900-6833 and enter Webinar ID: 944 5378 0692 (Type *9 to raise hand to speak, *6 to unmute yourself). Unregistered participants will be called on by the last four digits of their phone number. Or an H.323/SIP room system: H.323: 162.255.37.11 (US West) 162.255.36.11 (US East) Meeting ID: 944 5378 0692 SIP: 94453780692@zoomcrc.com After registering, you will receive a confirmation email containing information about joining the webinar. Please read the following instructions carefully: 1. You can directly download the teleconference software or connect to the meeting in your internet browser. If you are using your browser, make sure you are using a current and up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers, including Internet Explorer. 2. You will be asked to enter an email address and a name, followed by an email with instructions on how to connect to the meeting. Your email address will not be disclosed to the public. If you wish to make an oral public comment but do not wish to provide your name, you may enter “Cupertino Resident” or similar designation. 3. When the Mayor calls for the item on which you wish to speak, click on “raise hand,” or, if you are calling in, press *9. Speakers will be notified shortly before they are called to Page 2 2 CC 03-05-2024 2 of 386 City Council Agenda March 5, 2024 speak. 4. When called, please limit your remarks to the time allotted and the specific agenda topic. 5. Members of the public that wish to share a document must email cityclerk@cupertino.org prior to speaking. These documents will be posted to the City’s website after the meeting. NOTICE AND CALL FOR A SPECIAL MEETING OF THE CUPERTINO CITY COUNCIL NOTICE IS HEREBY GIVEN that a special meeting of the Cupertino City Council is hereby called for Tuesday, March 05, 2024, commencing at 5:00 p.m. in Community Hall Council Chamber, 10350 Torre Avenue, Cupertino, California 95014 and via teleconference. Said special meeting shall be for the purpose of conducting business on the subject matters listed below under the heading, “Special Meeting." SPECIAL MEETING ROLL CALL - 5:00 PM STUDY SESSION 1.Subject: Revisions to Cupertino City Council Procedures Manual (tabled from September 6, 2023) Recommended Action: Provide input regarding revisions to Cupertino City Council Procedures Manual Presenter: Christopher Jensen, City Attorney Staff Report A - Resolution No. 23-021 (Cupertino City Council Procedures Manual) B – Enterprise Leadership Assessment ADJOURNMENT REGULAR MEETING CALL TO ORDER - 6:45 PM PLEDGE OF ALLEGIANCE ROLL CALL CLOSED SESSION REPORT CEREMONIAL ITEMS 1.Subject: Recognition of March as American Red Cross Month Recommended Action: Recognize March as American Red Cross Month Page 3 3 CC 03-05-2024 3 of 386 City Council Agenda March 5, 2024 A - Proclamation 2.Subject: Recognition of March as Youth Art Month Recommended Action: Recognize March as Youth Art Month A - Proclamation POSTPONEMENTS AND ORDERS OF THE DAY ORAL COMMUNICATIONS This portion of the meeting is reserved for persons wishing to address the Council on any matter within the jurisdiction of the Council and not on the agenda for discussion, including informational items. The total time for Oral Communications will ordinarily be limited to one hour. Individual speakers are limited to three (3) minutes. As necessary, the Chair may further limit the time allowed to individual speakers, or reschedule remaining comments to the end of the meeting on a first come first heard basis, with priority given to students. In most cases, State law will prohibit the Council from discussing or making any decisions with respect to a matter not listed on the agenda. A councilmember may, however, briefly respond to statements made or questions posed by speakers. A councilmember may also ask a question for clarification, provide a reference for factual information, request staff to report back concerning a matter, or request that an item be added to a future City Council agenda in response to public comment. CONSENT CALENDAR (Items 3-5) Items appearing on the Consent Calendar are considered routine City business and may be approved by one motion. Typical items may include meeting minutes, awards of contracts, the ratification of accounts payable, and second readings of ordinances. Any member of the Council may request to have an item removed from the Consent Calendar based on the rules set forth in the City Council Procedures Manual. Members of the public may provide input on one or more consent calendar items when the Mayor asks for public comments on the Consent Calendar. 3.Subject: Approve the February 21, 2024 City Council minutes Recommended Action: Approve the February 21, 2024 City Council minutes A - Draft Minutes 4.Subject: Second reading of an ordinance to make amendments to the Cupertino Municipal Code Chapter 3.22 (Purchase of Supplies, Materials, Equipment and Services) and Chapter 3.23 (Public Works Contract and Bidding Procedures) of Title 3 (Revenue and Finance) Recommended Action: Conduct the second reading and enact Ordinance No. 24-2255: “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AMENDING CHAPTERS 3.22 AND 3.23" Page 4 4 CC 03-05-2024 4 of 386 City Council Agenda March 5, 2024 Staff report A - Draft Ordinance No. 24-2255 5.Subject: Second Amendment to the master agreement with Richard Yau to provide program and project management consultant services on various Capital Improvement Programs (CIP ) projects, for a not-to-exceed amount of $470,000. Recommended Action: Authorize the City Manager to execute a Second Amendment to the master agreement with Richard Yau to provide program and project management consultant services on various Capital Improvement Programs projects, increasing the contract amount by $300,000 for a new total not-to-exceed contract amount of $470,000 and extending the term of the agreement to June 30, 2027. Staff Report A - Draft Second Amendment B - Exemption Request PUBLIC HEARINGS Effective January 1, 2023, Government Code Section 65103.5 (SB 1214) limits the distribution of copyrighted material associated with the review of development projects. Members of the public wishing to view plans that cannot otherwise be distributed under SB 1214 may make an appointment with the Planning Division to view them at City Hall by sending an email to planning@cupertino.org. Plans will also be made available digitally during the hearing to consider the proposal. 6.Subject: Consider an appeal of the Planning Commission’s decision to approve a sign exception to allow two wall signs for a single tenant (Shane Co.) at an existing retail building (Application No(s): EXC-2022-004; Applicant/Appellant: Kevin Tallman, Shane Co.; Location: 19900 Stevens Creek Blvd.; APN: 369-05-044) Recommended Action: Conduct a public hearing and adopt Resolution No. 24-021 upholding the appeal in part, approving an exception for one of the two-requested wall signs along the east facade Presenter: Gian Martire, Senior Planner Staff Report A - Draft Resolution No. 24-021 B - Appeal Form C - Planning Commission Resolution No. 2023-24 D - Plan Set E - Customer Sign Presentation ACTION CALENDAR 7.Subject: Revisions to City commission and committee administration, procedure, and governance, including an ordinance to regularize commissioner appointments and revise commissioner qualifications; and resolutions adopting revisions to advisory bodies appointment process and Commissioners’ Handbook. Page 5 5 CC 03-05-2024 5 of 386 City Council Agenda March 5, 2024 Recommended Action: 1. Conduct the first reading of Ordinance No. 24-2256 “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO TO REGULARIZE CITY COMMISSION AND COMMITTEE TERMS AND REVISE COMMISSIONER QUALIFICATIONS.” 2. Adopt Resolution No. 24-022 to repeal and replace Resolution No. 16-137, regarding City advisory bodies. 3. Adopt Resolution No. 24-023 revising the Commissioners’ Handbook. Presenter: Christopher Jensen, City Attorney Staff Report A - Draft Ordinance No. 24-2256 (Clean) B - Draft Ordinance No. 24-2256 (Redline) C - Draft Resolution No. 24-022 (Clean) D - Draft Resolution No. 24-022 (Redline) E - Draft Resolution No. 24-023 F - Draft Commissioners’ Handbook (Redline) 8.Subject: Consider list of agenda items requested by City Councilmembers (“TBD List”). Recommended Action: Review the TBD list and modify the list as recommended below. Presenter: Pamela Wu, City Manager Staff Report COUNCIL REPORTS AND COMMENTS 9.Subject: Councilmember Reports A - Council Reports, Chao B - Council Reports, Fruen C - Council Reports, Mohan D - Council Reports, Moore E - Council Reports, Wei CITY MANAGER REPORT ORAL COMMUNICATIONS - CONTINUED INFORMATIONAL ITEMS Information items are intended to provide background information and routine reports to Councilmembers and the public, without discussion by Council. Members of the public wishing to comment on informational items should do so during oral communications. 10.Subject: Cupertino Senior Center Bingo and Hidden Treasures Recommended Action: Receive update on Cupertino Senior Center Bingo and Hidden Treasures Informational Memorandum Page 6 6 CC 03-05-2024 6 of 386 City Council Agenda March 5, 2024 11.Subject: Blackberry Farm Golf Course Fee Increase Recommended Action: Receive update on Blackberry Farm Golf Course Fee Increase Informational Memorandum COUNCIL AND STAFF COMMENTS AND FUTURE AGENDA ITEMS ADJOURNMENT Lobbyist Registration and Reporting Requirements: Individuals who influence or attempt to influence legislative or administrative action may be required by the City of Cupertino’s lobbying ordinance (Cupertino Municipal Code Chapter 2.100) to register and report lobbying activity. Persons whose communications regarding any legislative or administrative are solely limited to appearing at or submitting testimony for any public meeting held by the City are not required to register as lobbyists. For more information about the lobbying ordinance, please contact the City Clerk’s Office at 10300 Torre Avenue, Cupertino, CA 95014; telephone (408) 777-3223; email cityclerk@cupertino.org; and website: www.cupertino.org/lobbyist. The City of Cupertino has adopted the provisions of Code of Civil Procedure §1094.6; litigation challenging a final decision of the City Council must be brought within 90 days after a decision is announced unless a shorter time is required by State or Federal law. Prior to seeking judicial review of any adjudicatory (quasi-judicial) decision, interested persons must file a petition for reconsideration within ten calendar days of the date the City Clerk mails notice of the City’s decision. Reconsideration petitions must comply with the requirements of Cupertino Municipal Code §2.08.096. Contact the City Clerk’s office for more information or go to http://www.cupertino.org/cityclerk for a reconsideration petition form. In compliance with the Americans with Disabilities Act (ADA), anyone who is planning to attend this meeting who is visually or hearing impaired or has any disability that needs special assistance should call the City Clerk's Office at 408-777-3223, at least 48 hours in advance of the meeting to arrange for assistance. In addition, upon request, in advance, by a person with a disability, meeting agendas and writings distributed for the meeting that are public records will be made available in the appropriate alternative format. Any writings or documents provided to a majority of the Cupertino City Council after publication of the packet will be made available for public inspection in the City Clerk’s Office located at City Hall, 10300 Torre Avenue, Cupertino, California 95014, during normal business hours; and in Council packet archives linked from the agenda/minutes page on the Cupertino web site. IMPORTANT NOTICE: Please be advised that pursuant to Cupertino Municipal Code section 2.08.100 written communications sent to the Cupertino City Council, Commissioners or City staff Page 7 7 CC 03-05-2024 7 of 386 City Council Agenda March 5, 2024 concerning a matter on the agenda are included as supplemental material to the agendized item. These written communications are accessible to the public through the City’s website and kept in packet archives. Do not include any personal or private information in written communications to the City that you do not wish to make public, as written communications are considered public records and will be made publicly available on the City website. Page 8 8 CC 03-05-2024 8 of 386 CITY OF CUPERTINO Agenda Item 23-12548 Agenda Date: 3/5/2024 Agenda #: 1. Subject:Revisions to Cupertino City Council Procedures Manual (tabled from September 6, 2023) Provide input regarding revisions to Cupertino City Council Procedures Manual Presenter: Christopher Jensen, City Attorney CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™9 CC 03-05-2024 9 of 386 CITY COUNCIL STAFF REPORT Meeting: March 5, 2024 Subject Revisions to Cupertino City Council Procedures Manual Recommended Action Provide input regarding revisions to Cupertino City Council Procedures Manual Reasons for Recommendation On February 7, 2023, the City Council adopted Resolution No. 23-021, approving the Cupertino City Council Procedures Manual (Attachment A). The adoption of the Procedures Manual addressed an identified deficiency in the City’s governance policies, and includes rules and guidelines for communication, meeting management, decorum, and decision making. As part of the motion to adopt Resolution No. 23-021, the City Council directed the City Attorney to return to the Council to consider potential revisions to the Manual in six months. On September 6, 2023, Council voted to table consideration of revisions to the Manual for six additional months. The continued item is now before Council for its consideration. Moss Adam LLP’s July 2023 Enterprise Leadership Assessment (Attachment B) describes the Manual as “[i]n alignment with practice” and characterizes the adoption of the Manual as “positive progress toward increasing the effectiveness of City Council meetings.” Consistent with this observation, the average length of a regular meeting has decreased slightly, from 5.5 hours in calendar year 2022 to 5.2 hours in calendar year 2023, and more significantly, the total number of meetings has been almost cut in half (from 43 from January–August 2022 to 24 from January–August 2023). Total meeting time was reduced by approximately one-third. Factors contributing to the reduced meeting time include efficient use of the newly adopted informational calendar, more efficient Council deliberations, and an increased focus on Council’s policymaking responsibilities. The Enterprise Leadership Assessment also observes that “[i]nterviewed staff generally noted that the Procedure Manual is a welcome improvement.” However, the Assessment goes on to note that the value of the 10 CC 03-05-2024 10 of 386 Manual “is highly dependent on whether City Council adheres to the practices described within” and that “ongoing challenges remain to ensure that [Council] meetings are productive and timely.” Council may consider revisions to the Manual to address ongoing concerns regarding the efficiency, effectiveness, and transparency of Cupertino City Council meetings. Potential revisions Council may consider, some of which are also identified in the Enterprise Leadership Assessment, include the following:  Section 4: Clarify the distinctions between and naming conventions for advisory Brown Act bodies (commissions and committees).  Section 5.6: Incorporate the Enterprise Leadership Assessment’s recommendations regarding Council training into the Procedures Manual (or in a separate Council training policy) (see Recommendation 7.C).  Section 8.2: Revise the rules of order to improve the efficiency and effectiveness of Council deliberations (for example, by limiting the use of friendly amendments or substitute motions, prohibiting the unilateral withdrawal of a motion by the movant).  Section 8.3: Formalize the adopted practice of providing written reports of Council activities.  Section 8.4: Develop more detailed procedures for shortening and consolidating time for public comments, and consider adopting overall time limits for comments by individual speakers; consider modifications to procedures for removing items from the consent calendar.  Section 8.8: Consider revisions to procedures to improve Council deliberations and implementation of related procedural rules (e.g., time limits for Council questions and deliberations).  Section 10: Include more detailed enforcement procedures. In addition, Council may consider providing direction for staff to return periodically for Council input on revisions to the Procedures Manual. The City Attorney’s Office recommends that updates be considered at frequency of two to four years. These revisions have the potential to support further improvements in efficiency of Council meetings, the clarity of Council deliberations, and decorum among Councilmembers. However, as noted in the Enterprise Leadership Assessment Report, no procedural rule will be entirely successful improving Council operations without a good- faith commitment by all Councilmembers to comply with the rules and attempt to achieve their underlying goals. 11 CC 03-05-2024 11 of 386 Staff seeks direction on potential revisions to the Council Procedure Manual and will return to seek Council approval of any revisions, consistent with Council direction. Sustainability Impact No sustainability impact. Fiscal Impact No fiscal impact. California Environmental Quality Act Not applicable. _____________________________________ Prepared by: Christopher D. Jensen, City Attorney Approved for Submission by: Pamela Wu, City Manager Attachments: A - Resolution No. 23-021 (Cupertino City Council Procedures Manual) B – Enterprise Leadership Assessment 12 CC 03-05-2024 12 of 386 RESOLUTION NO. 23-021 A RESOLUTION OF THE CUPERTINO CITY COUNCIL ADOPTING CUPERTINO CITY COUNCIL PROCEDURES MANUAL WHEREAS, the Cupertino City Council has identified a need to adopt policies and procedures governing the conduct of Council meetings and other Council activities; and WHEREAS, on February 7, 2023, the City Council considered proposed policies and procedures at a duly noticed regular meeting of the City Council. NOW, THEREFORE, BE IT RESOLVED that: 1.The City Council hereby adopts the Cupertino City Council Procedures Manual attached hereto as Exhibit A. The Procedures Manual shall be effective on February 8, 2023. 2.Resolution No. 19-062 and any other procedures, policies, or rules that are inconsistent with the Council Procedures adopted herein are hereby repealed and rescinded. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 7th day of February, 2023, by the following vote: Members of the City Council AYES: Wei, Mohan, Fruen NOES: ABSENT: ABSTAIN: SIGNED: Hung Wei, Mayor City of Cupertino Date Chao, Moore None None 02/09/2023 13 CC 03-05-2024 13 of 386 Resolution No. 23-021 Page 2 ATTEST: Kirsten Squarcia, City Clerk Date 2/9/23 14 CC 03-05-2024 14 of 386 EXHIBIT A 15 CC 03-05-2024 15 of 386 1 City of Cupertino City Council Procedures Manual Attachments: Ex. A – Elected Officials’ Compensation Program Ex. B – Council Technology Policy Ex. C – Resolution No. 07-103 Ex. D – Municipal Code Chapter 2.17 Effective Date: February 8, 2023 Responsible Departments: City Manager’s Office Related Policies & Notes: See Exhibits A–D. 1. Introduction 1.1 Purpose. The purpose of this Manual is to promote communication, understanding, fairness, and trust among the members of the City Council, City staff, and members of the public concerning their roles, responsibilities, and expectations for management of the business of the City of Cupertino. 1.2 Values. Courtesy and respect for individual points of view should be practiced at all times. All Councilmembers shall respect each other’s right to disagree. All Councilmembers shall act with decorum and courtesy. 1.3 Brown Act. All actions of the City Council and City commissions, committees, and subcommittees shall comply with the Ralph M. Brown Act. 2. Selection of the Mayor and Vice Mayor 2.1 Selection of Mayor and Vice Mayor. The Mayor and Vice Mayor shall be selected annually at a special meeting on the second Thursday of December. The Mayor and Vice Mayor shall not serve consecutive terms; provided, however, this provision shall not prevent the Vice Mayor from succeeding to the office of Mayor. 2.2 Removal of Mayor and Vice Mayor. The Mayor or Vice Mayor may be removed from office, for cause, by a 4/5ths affirmative vote of the members. Removal for cause shall mean removal of a Councilmember because of such member’s (a) willful and continued failure substantially to perform their duties, (b) conviction for, or guilty plea to, a felony, or a crime involving moral 16 CC 03-05-2024 16 of 386 2 turpitude, (c) abuse of illegal drugs or other controlled substances or habitual intoxication, or (d) other illegal activities. The removal should proceed with a formal warning, which states with proven evidence of the member’s failure to perform their duties and proposed corrective measures. The Mayor or Vice Mayor must be advised of the proposed cause for removal at least 72 hours before any action is taken. If the Mayor is removed from office, the Vice Mayor shall become Mayor. If either officer is removed from office, the Vice Mayor 3. Councilmember Committees and Subcommittees 3.1 Appointment. The Mayor shall appoint Councilmembers to standing and ad hoc committees and subcommittees established by the City Council, subject to ratification by the Council at its next regular meeting. It will be the responsibility of the committees and subcommittees to inform and submit recommendations to the Council. 3.2 Instructions and Expectations. The Council shall make certain that all Council committees and subcommittees are properly instructed in their assigned scope of work and responsibilities. The committee’s or subcommittee’s jurisdiction shall be defined in writing and approved by a majority of the City Council. All Council committees and subcommittees having a continuing or indefinite jurisdiction shall be subject to the Brown Act. 3.3 Reporting. Council committee and subcommittee members are to keep the Council informed of the work and progress of their committee or subcommittee. These reports or minutes shall be made in writing whenever a recommendation is made to the Council. 4 Other City Commissions and Committees 4.1 Responsibility. The Council will make appointments to City’s commissions and committees. Qualifications to serve on commissions and committees shall be set forth in the Municipal Code or by a resolution or motion of the Council that is not inconsistent with the Municipal Code. Appointment of Councilmembers to City committees shall be governed by the procedures in Section 3. 4.2 Attendance at Council Meetings. At least one commission member, preferably the Chair or Vice Chair, must attend City Council meetings when the commission has an item of interest on the Council agenda, so as to be available to answer Council questions. Staff shall provide the commission with advance 17 CC 03-05-2024 17 of 386 3 notice for the commission to select a member to attend the City Council meeting. 4.3 Performance Expectations. The Council shall make certain that all commissions and committees are properly instructed on their responsibilities and performance expectations. This will include the issuance of a Council- approved Commission and Committee Handbook and a mandatory annual training session for all Commission and Committee members. 4.4 Appointment. Commission and Committee applicants will be interviewed by the Council before being voted on by the Council in a noticed public meeting. Applicants are considered by motion and appointed by a majority vote of Council. Two members of an immediate family or persons residing in the same household shall not be allowed to serve simultaneously on the same commission or committee. Immediate family members residing in the same household as a Councilmember are not eligible for appointment to any commission or committee. Former Councilmembers are not eligible for appointment to any commission or committee within four years of having served on the City Council. 4.5 Removal. The City Clerk shall remove commission members for failure to comply with attendance policies adopted in the Commissioner’s Handbook. Council retains full discretion to review commission and committee member performance and may take disciplinary action as needed, including removal from the commission or committee. 4.6 Undue Influence on Commissioners. Councilmembers should not attempt to influence or publicly criticize commission recommendations or to influence or lobby individual commission members on any item under their consideration. It is important for commissions to be able to make objective recommendations to the City Council on items before them. Councilmembers that attempt to influence commission positions on an item may prejudice or hinder their role in reviewing the commission’s recommendation as a member of the City Council. Individual Councilmembers shall have the right to attend meetings of Cupertino commissions and other Cupertino governmental bodies but shall refrain from speaking or becoming involved in deliberations. 5. Administrative Matters 5.1 Attendance. City Councilmembers acknowledge that attendance at lawful meetings of the City Council is part of their official duty. Councilmembers shall 18 CC 03-05-2024 18 of 386 4 make a good faith effort to attend all such meetings. Council members shall notify the Mayor or the City Clerk if they will be absent from a meeting. Council attendance will be noted in the agenda of the next regular meeting and thereafter for that calendar year, if five or more regular meetings are missed. 5.2 Correspondence. Proposed correspondence from the Mayor or other Councilmembers on City stationery should generally be reviewed by the Council in draft form prior to release. On occasion, there are urgent requests from the League of California Cities for correspondence concerning legislation directly affecting municipalities. If the Mayor and the City Manager agree that the League’s position corresponds with that of the Council, the Mayor may send a letter without first obtaining Council approval. City letterhead will be made available for routine correspondence (e.g., thank you notes). Official correspondence (including email) from Councilmembers should be respectful and professional. 5.3 Regional Bodies. The Mayor shall appoint Councilmembers to represent the City of Cupertino on regional bodies subject to ratification by the Council at its next regular meeting. The Mayor should endeavor to provide all Councilmembers a fair opportunity to represent the City. The positions taken by the appointed representatives should be in alignment with the positions that Council has taken on issues that directly impact the City of Cupertino. If an issue arises that is specific to Cupertino and Council has not taken a position, the issue should be discussed by Council prior to taking a formal position at a regional board meeting to assure that it is in alignment with Council’s position. Council representatives to such various boards shall keep the Council informed of ongoing business through brief oral or written reports to the Council. Councilmembers shall make a good faith effort to attend all regional meetings that require a quorum of the appointed members to convene a meeting. Attendance should not be less than 75% of all scheduled meetings. If a Councilmember is unable to attend, they should notify their alternate as far in advance of the meeting as possible so as to allow the alternate to attend. 5.4 Responses to Public. It will be the responsibility of the City Manager to ensure a response is provided to public correspondence for informational requests addressed to the Council. Staff shall respond to all requests for services as appropriate, and the City Manager shall keep Council informed of the City response. 5.5 Reimbursement. City Councilmembers may be reimbursed for expenses for travel to and lodging at conferences or meetings related to their role as a 19 CC 03-05-2024 19 of 386 5 Councilmember as stated in the Elected Officials’ Compensation Program, as may be amended from time to time (Exhibit A). Any additional expenses that fall outside the scope of this policy may be reimbursed only if approved by the City Council, at a public meeting before the expenses are incurred. Any request for reimbursement of expenses shall be accompanied by an expense form and receipts to document the expenditure. These documents are public records subject to disclosure under the California Public Records Act. Councilmembers shall be eligible to receive City-issued hardware and software for the conduct of official business pursuant to the Council Technology Policy (Exhibit B). 5.6 Council Training. Any member of the City Council and City commissions or advisory committees formed by the City Council shall receive ethics and anti- harassment training required by state law. New members must receive the training within their first year of service and shall comply with ongoing training requirements imposed by state law. Members shall attend training sessions that are offered locally in the immediate vicinity of Santa Clara County, by completing online a state-approved public service ethics education program, or through a state-approved training which may be provided at a conference attended by the member. The City Clerk shall keep ethics training records for five years. 5.7 Mayor’s Initiative Budget. The Mayor may use the Mayor’s initiative budget established as part of the City Manager’s discretionary fund for projects that the Mayor deems appropriate during the Mayor’s term of office, subject to the requirements of Resolution No. 07-103 (Exhibit C). The amount of the Mayor’s initiative budget is determined by the City Council. 6. Relationship with City Staff 6.1 Incorporation of Municipal Code by Reference. Cupertino Municipal Code Chapter 2.17 (Exhibit D) governs the City Council’s relationship with the City Manager and their staff under the Council-Manager form of government. To the extent that the provisions of Chapter 2.17 are not set below, they are incorporated by reference into this Manual. 6.2 Council/Manager Form of Government. Under the Council/Manager form of government, the City Council sets policy direction as the direct representatives of the community with the City Manager providing the professional expertise to manage the organization and carry out the Council's direction. The City Manager is responsible for carrying out the Council's policy direction through the day-to-day management of City functions, including the oversight of City 20 CC 03-05-2024 20 of 386 6 operating departments. Neither individual Councilmembers nor the Council as a whole shall interfere with the City Manager’s performance of the administrative duties conferred upon them in Cupertino Municipal Code section 2.28.040. 6.3 Council-Manager Relations. The City Council and its members shall deal with the administrative services of the City only through the City Manager, except for the purpose of inquiry, and neither the City Council nor any Councilmember shall give orders to any subordinates of the City Manager. The City Manager shall take instructions from the City Council only when given at a duly held meeting of the City Council, and no individual Councilmember shall give any instructions to the City Manager. 6.4 Individual Councilmember Influence on Staff Decisions Prohibited. Individual Councilmembers shall not attempt to influence staff decisions, recommendations, workloads, and schedules, and department priorities without prior knowledge and approval of the City Council. If a Councilmember wishes to influence the actions, decisions, recommendations, workloads, work schedules and priorities of staff, that member must prevail upon the City Council to do so as a matter of Council policy. 6.5 Decorum. All Councilmembers and City staff shall treat each other with dignity, courtesy, and respect. In exercising the City Council’s policymaking authority, Councilmembers must often critique, modify, or reject a staff recommendation. While thorough vetting and criticism of staff policy recommendations or decisions is a necessary component of Council’s policymaking role, criticism should focus on the policy recommendations and decisions and should avoid personal attacks. Councilmembers shall refrain from publicly criticizing the general abilities, character, or motivations of any staff member and should share any such concerns privately with the City Manager or City Attorney. 6.6 Councilmember Access to Information. City Councilmembers have free access to the flow of any information related to the operation of the City. The City Manager shall ensure that such information is communicated by staff in full and with candor to the Council. City staff will make every effort to respond in a timely and professional manner to all requests made by individual council members for information or assistance, provided that, in the judgment of the City Manager, the request is not of a magnitude either in terms of workload or policy, which would require that it more appropriately be assigned to staff through the collective direction of the City Council, based 21 CC 03-05-2024 21 of 386 7 on the guidelines set forth in Cupertino Municipal Code section 2.17.043. The City Manager shall place requests that impose a significant workload on staff on the Council agenda for review by the full Council, along with a statement from that Councilmember as to why the information is needed. No Councilmember shall circumvent the City Manager’s direction regarding a request for information by seeking information through a Public Records Act request. 6.7 Authority of City Council. Nothing in this Manual shall limit the City Council’s power to accept, reject, amend, or otherwise guide and direct staff actions, decisions, recommendations, workloads and schedules, department priorities, and the conduct of city business through the office of the City Manager. This power cannot be delegated to individual Councilmembers, nor to committees composed of Councilmembers consisting of less than a quorum of the City Council. 7. Agendas and Staff Reports 7.1 Future Agenda Items. The City Manager, the City Attorney, the Mayor, or any two Councilmembers may request that an item be added to a future agenda for Council action. The City Manager shall provide a quarterly report to Council regarding the status of future agenda items, which may include a request to remove items from the list of future agenda items. Any item may be removed for the future agenda items list by a majority vote of the City Council. 7.2 Preparation of Agenda. The City Clerk shall prepare the agenda in consultation with the City Manager, the Mayor, and the City Attorney. Absent exigent circumstances, an item will be scheduled for Council action no sooner than 14 days after receipt of a request to add the item to the future agenda items list. Any item requiring preparation of a staff report requires City Manager approval or, in case of a report prepared by City Attorney’s Office staff, City Attorney approval, before being added to an agenda. The Mayor, in consultation with the City Manager and the City Clerk, shall determine the order of items on the agenda. 7.3 Agenda Item Descriptions. Each agenda item shall include a brief general description of the matter to be discussed (approximately 20 words in length), including any action that may be taken under the California Environmental Quality Act, and should generally include the recommendation of the City Manager. 22 CC 03-05-2024 22 of 386 8 7.4 Staff Reports. Staff reports should include the following sections: 1. Subject 2. Recommended Action 2. Reasons for Recommendation 3. Sustainability Impact 4. Fiscal Impact 5. California Environmental Quality Act 7.5 Agenda Publication. Agenda packets for a regular meeting should be published and delivered to Councilmembers no later than the Wednesday prior to a Tuesday Council meeting. Councilmembers are encouraged to contact staff in advance for answers to questions regarding an agenda packet. Written communications addressed to Council shall be forwarded to Council and made available to members of the public, consistent with the requirements of the Brown Act. 7.6 Supplemental Materials. Supplemental reports and materials received by the City Clerk after the agenda is published but before 12:00 p.m. on the Monday prior to the City Council meeting shall be published and delivered to Councilmembers at 5:00 p.m. on Monday. Supplemental reports and materials received by the City Clerk after 12:00 p.m. on Monday but before 4:00 p.m. on the day of the meeting shall be published and delivered to Councilmembers prior to the Council meeting. Council questions and staff-prepared responses will be included in supplemental materials provided to Council and the public. 8. Meeting Procedures 8.1 Meeting Schedule. The City Council conducts its regular meetings on the first and third Tuesdays of the month, except when Council is in recess. At the second regular meeting in January, the City Council will approve the schedule of meetings for the calendar year, which in addition to the regular meeting schedule may include the cancellation of regular meetings and the addition of special meetings and study sessions. This practice does not, however, preclude the Mayor or a majority of the members of the City Council from calling additional meetings pursuant to the Brown Act. 8.2 Rules of Order. City Council meetings shall be governed by Rosenberg’s Rules of Order except as otherwise provided by this Manual. Unless otherwise required by state law or City ordinance, decisions of the Council shall be made by a majority of members present and voting. The Mayor may impose additional reasonable procedural rules not inconsistent with Rosenberg’s Rules 23 CC 03-05-2024 23 of 386 9 of Order and the provisions of this Manual, unless objected to by a majority of Councilmembers present. 8.3 Order of Business. The order of agenda items for regular Council meetings is as follows: 1. Call to Order 2. Pledge of Allegiance 3. Roll Call 4. Closed Session Report 5. Ceremonial Items 6. Postponements and Orders of the Day 7. Oral Communications (public comment on non agenda matters) 8. Consent Calendar 9. Public Hearings 10. Action Calendar 11. Items Removed from the Consent Calendar 12. Council Reports and Comments 13. City Manager Report 14. Oral Communications (continued) 15. Informational Items 16. Council and Staff Comments and the Future Agenda Items 17. Adjournment Oral communications shall be limited to 30 minutes. Additional speakers wishing to comment on non-agenda items may be given time to speak at the end of the agenda, after the City Manager’s report. In the absence of an objection made by a majority of Councilmembers present and voting, the Mayor may modify the order of business to facilitate the fair and efficient conduct of Council meetings. 8.4 Consent Calendar. 8.4.1 Adding Item to Consent Calendar. The Mayor, the City Manager, the City Attorney, or the City Clerk may recommend that items appearing on the agenda be placed on the consent calendar for action by the City Council. All items placed on the consent calendar shall appear together on the agenda with the recommendation as to the action to be taken by the City Council with respect to such item. Upon the motion of any member of the City Council, all items placed upon the consent calendar 24 CC 03-05-2024 24 of 386 10 may be acted upon together, and each shall be deemed to have received the action recommended. 8.4.2 Removing Item from Consent Calendar. Items may be removed from the consent calendar only by a member of the City Council. Any member of the City Council who would like to remove any item from the consent calendar shall notify the City Manager and the City Clerk prior to the meeting; provided, however, each Councilmember may remove one item from the consent calendar without providing notice before the Council meeting begins. Although members of the City Council are encouraged to ask questions and share concerns about the agenda item with staff before the meeting, they are not required to do so. Items removed from the consent calendar shall be placed at the end of the agenda for consideration. 8.5 Public Comment. An opportunity for public comment shall be provided for the consent calendar, each other agenda item under consideration, and, during regular meetings, on any matter that is within the subject matter jurisdiction of the City Council. The Mayor may consolidate public comment for related agenda items, subject to overruling by a majority vote of the Council. Non- agenda matters (including Council and staff reports and informational items) may be addressed by the public during oral communications. Members of the public wishing to speak regarding an item shall submit a request to comment to the Clerk (“blue card”) or, where applicable, raise their hand in Zoom within nine minutes of the time the Mayor opens public comment or prior to the close of public comment on the item, whichever is earlier. Each individual speaker will ordinarily have up to three minutes to address the Council. If a speaker representing five or more members of the public in attendance and wishing to comment on the item but electing not to speak, the speaker may have up to 10 minutes to address the Council. Consolidation of time among speakers is not otherwise allowed. If a large number of speakers wish to address Council on an item, the Mayor may reduce the time allotted to each speaker consistent with the Brown Act. Twice the speaking time will be provided to any member of the public who uses a translator. 8.6 Communications with Members of the Public. The City Council may ask questions of speakers providing public comment but should avoid an extended discussion with members of the public during meetings. Additionally, when a member of the public provides comments regarding a matter that is not on the agenda, Councilmembers may (1) refer the speaker to staff; (2) refer the speaker 25 CC 03-05-2024 25 of 386 11 to appropriate reference material; (3) request that staff report back at a future meeting; or (4) request that staff place the item on a future agenda. Councilmembers should not otherwise respond to or comment on an item of business that is not on the agenda. City staff should generally avoid responding to comments or questions from members of the public during Council meetings, although the City Manager or City Attorney may offer to arrange a time to discuss the subject matter of public comments with members of the public subsequent to the Council meeting. 8.7 Conduct of Meetings 8.7.1 Councilmembers. Members of the City Council value and recognize the importance of the trust invested in them by the public to accomplish the business of the City. Councilmembers shall accord courtesy to each other, to City employees, and to members of the public appearing before the City Council. 8.7.2 City Employees. City staff shall observe the same rules of decorum applicable to the City Council. City staff shall act at all times in a businesslike and professional manner towards Councilmembers and members of the public. 8.7.3 Members of the Public. Members of the public attending City Council meetings are encouraged to treat Councilmembers, City staff, and other members of the public with the same courtesy that Councilmembers and City staff must accord to them. Any members of the public who engages in conduct that disrupts a City Council meeting shall be removed from the meeting. Nothing in this Manual or any rules of conduct that may be adopted by the City Council shall be construed to prohibit public criticism of the policies, procedures, programs, or services of the City, or of the acts or omissions of the City Council, City advisory bodies, or City staff. 8.8 Discussion and Deliberation 8.8.1 Ex Parte Contacts. Councilmembers shall disclose any ex parte communications prior to deliberation on a quasi-judicial matter. A quasi- judicial matter is typically a hearing in which the City Council hears evidence and makes findings of fact to reach a conclusion based on the applicable law. An ex parte communication occurs when a Councilmember hearing a quasi-judicial matter communicates directly or 26 CC 03-05-2024 26 of 386 12 indirectly with any person or party in connection with a matter before the Council, without notice and the opportunity for all parties to participate. 8.8.2 Relevance. All discussion must be relevant to the issue before the City Council. A Councilmember is given the floor only for the purpose of discussing the pending matter; discussion which departs from the item agendized for discussion is out of order. Councilmembers should avoid repetition and shall not discuss matters that are not on the agenda. Arguments for or against a measure should be stated as concisely as possible. 8.8.3 Council Questions and Deliberations. Councilmembers may obtain the floor by seeking recognition from the Mayor. Following presentations to Council on an agenda item, Councilmembers shall each be given five minutes to ask questions of any presenter. The Mayor may allow additional time for questions where appropriate. Following public comment, the Mayor may request that a motion be made and seconded. After the motion has been stated to the Council and seconded, any member of the Council has a right to discuss the motion after obtaining the floor. A member who has been recognized shall limit their time to five minutes. The Mayor may allow additional time for deliberations where appropriate. This rule shall displace any conflicting rule in the City’s adopted rules of procedure. 8.8.4 Opportunity for Equal Participation. It is the policy of the Council to encourage the full, fair participation of all members of the Council in discussions and deliberations. The Mayor may impose reasonable limits on the time any Councilmember is permitted to speak to advance this policy. In addition, all Councilmembers wishing to be recognized should be given an opportunity to speak before any member is allowed to speak a second time. 8.8.5 Civility. While it is appropriate to vigorously debate a motion, its nature, or its consequences, Councilmembers shall avoid attacks on the motives, character, or personality of other Councilmembers, City staff, and members of the public. The Mayor shall rule out of order any Councilmember who engages in such attacks. 8.8.6 Role of the Mayor. The Mayor has the responsibility for controlling and expediting the discussion of an agenda item. It is the duty of the Mayor to 27 CC 03-05-2024 27 of 386 13 keep the subject clearly before the Councilmembers, to rule out irrelevant discussion, and to ensure civil discussion among Councilmembers. 8.9 Meeting Length. Meetings of the City Council shall adjourn by 11:00 p.m. unless the time of adjournment is extended by a vote of a majority of the City Council. Discussion of an agenda item shall not begin after 10:30 p.m. Any motion to extend the meeting beyond 11:00 p.m. shall include a list of specific agenda items to be discussed or approved and shall specify the order these items shall be considered. If a meeting continues past 11:00 p.m., it shall end at 11:30 p.m. All meetings shall be adjourned at 11:30 p.m. unless by a vote of a majority of the City Council suspends this rule and Council votes affirmatively to extend the meeting past 11:30 p.m. Following the adjournment of the meeting, any remaining items on the agenda shall be continued to the next regular meeting of the City Council. 8.10 Public Hearing Procedures. The order of proceeding where there is a public hearing item (non-appeal items) before the City Council shall be as follows: 1.Open Public Hearing 2.Staff Report (preferably 10 minutes) 3.Applicant’s presentation (where applicable) (preferably 8 minutes) 4.Questions from the Council 5.Public comment 6.Applicant’s response to public comment (where applicable) (preferably 2 minutes) 7.Close Public Hearing 8.City Council discussion and vote Where the public hearing involves an appeal of a decision to the City Council, the order of proceeding shall be as follows: 1.Open Public Hearing 2.Staff Report (preferably 10 minutes) 3.Appellant’s statement (preferably 8 minutes) 4.Applicant’s statement (where applicable) (preferably 8 minutes) 5.Questions from the Council 6.Public comment 7.Applicant’s response to public comment (where applicable) (preferably 2 minutes) 8.Appellant’s response to public comment (preferably 2 minutes) 9.Close Public Hearing 10.City Council discussion and vote 28 CC 03-05-2024 28 of 386 14 8.11 City Council Recess Period. The City Council recess period shall begin the first Tuesday in August at 12:00 a.m. and end the Tuesday following Labor Day at 12:00 a.m. During any recess period, the City Manager is authorized to take such ministerial actions for matters of operational urgency, including such emergency actions as are necessary for the immediate preservation of the public peace, health, or safety, as would normally be taken by the City Council during the period of recess, except for those duties specifically reserved to the Council by law. This authority extends throughout the period of recess established by the City Council and includes the authority to execute agreements and make expenditures necessary for the exigent operational matters. The City Manager shall make a full and complete report to the City Council at its first regularly scheduled meeting following the period of recess of actions taken by the City Manager pursuant to this section, at which time the City Council may make such findings as may be required to ratify the actions of the City Manager. Nothing in this Section prevents the City Council from calling a special meeting during the recess period. 9. Closed Sessions A closed session may be held at any regular or special meeting for any purpose authorized by the Brown Act. The City Attorney will schedule closed session meetings in consultation with the Mayor and the City Manager. Public comment shall be received in open session prior to a closed session. To ensure strict compliance with the Brown Act, the City Attorney or the City Attorney’s designee shall report out in public session any reportable action taken during closed session and any other information from closed session authorized to be disclosed based on a majority vote of the City Council. 10. Enforcement of Rules; Suspension of Rules The City Council may enforce repeated or serious violations of the rules set forth in this Manual through a censure action placed on a Council agenda. Nothing in this Manual shall be cited to invalidate a properly noticed and acted upon action of the City Council. Any rule set forth in this Manual may be suspended by a three votes of the Council. 29 CC 03-05-2024 29 of 386 1 EXHIBIT A City of Cupertino ELECTED OFFICIALS’ COMPENSATION PROGRAM Policy No. 1 PROGRAM PURPOSE AND DEFINITIONS FOR ELIGIBILITY It is City of Cupertino policy that those certain persons holding positions hereinafter defined and designated as elected official positions shall be eligible for participation under the Elected Officials Compensation Program as hereby adopted by action of the City Council and as same may be amended or as otherwise modified from time to time. Eligibility for inclusion with this Compensation program is limited to persons holding positions as elected officials. These are designated by the voters and may be modified as circumstances warrant. The position in the following classification has been designated as elected official. ELECTED OFFICIAL CLASSIFICATIONS: Classification Title City Council Member Adopted by Action of the City Council, July 2013 30 CC 03-05-2024 30 of 386 2 City of Cupertino ELECTED OFFICIALS COMPENSATION PROGRAM Policy No. 2 SALARY SCHEDULE As rates of pay are set forth under the Cupertino Municipal Code 2.16.020, and hereby adopted by action of the City Council, so are those rates of pay included herein as a part of this Compensation program. The inclusion herein of said rates and schedules does not affect any effective dates or otherwise reflect on the approval processes required but is shown as an integral part of this Program for completeness of record. Adopted by Action of the City Council July, 2013, October 2016 31 CC 03-05-2024 31 of 386 3 City of Cupertino ELECTED OFFICIALS COMPENSATION PROGRAM Policy No. 3 TRAINING AND CONFERENCES I. POLICY It is City of Cupertino policy that members of the City Council and the Council’s commissions and committees, shall be reimbursed or receive a direct advance according to the schedules, terms and conditions as set forth herein for the expenses authorized below. This policy is established in accordance with California Government Code Sections 53232.2 and 53232.3. III. AUTHORIZED EXPENSES The City Council and their commission and committee members can receive reimbursements or advances toward actual and necessary expenses incurred by participating in the following activities or events: 1. Communicating with representatives of regional, state and national government on City adopted policy positions; 2. Attending seminars, conferences, and training to improve skill and information levels; 3. Participating in regional, state and national organizations whose activities affect the City’s interests (such as the League of California Cities); 4. Attending International Conferences, budget limited to $2,500 per fiscal year, provided there is a benefit to the City; 5. Attending City events; 1. Attending functions of other local civic or community organizations where there is a clear nexus between the event and the member’s attendance as an official representative of the City. Purely social events, service club dues and meals, and political or charitable contributions or events would be excluded. For purposes of this section, reimbursable fundraisers and events include, but are not limited to, Cupertino Union School District, Fremont Union High School District, Foothill De Anza Community College District, Silicon Valley Leadership Group, Cupertino American Cancer Society (ACS) Relay for Life and Cupertino Chamber of Commerce activities. 32 CC 03-05-2024 32 of 386 4 The City will not reimburse or advance payment toward expenses including, but not limited to: 1. The personal portion of any trip; 2. Family expenses, including those of a partner when accompanying Council or commission member on City related business, as well as child or pet related expenses. 3. Entertainment expenses, including theatre, shows, movies, sporting events, golf, spa treatments, etc. 4. Meals and entertainment paid on behalf of third parties outside of the City; 5. Gifts of any kind for any purpose; 6. Alcoholic beverages; 7. Non mileage personal automobile expenses including repairs, insurance, gasoline, traffic citations; and 8. Personal losses incurred while on City business. IV. BUDGETARY LIMITATIONS Reimbursement or advancement of expenses shall not exceed budgetary limitations. Changes in appropriations will be done through the budget process. V. REIMBURSEMENT AND ADVANCE SCHEDULE A. Intent This schedule is written with the intent that the City Councilmember, commissioner, or committee member will make every effort to find the lowest possible cost to the City for traveling on City business. For example, if paying for parking at the airport is less expensive than paying for a taxi or airport shuttle, then officials should drive their car and park at the airport; or if renting a car is lower than taking taxis at the out of town location, then a car should be rented. Air reservations should be booked in advance to obtain discounted fares. The following procedures apply whether the expense is being paid through a reimbursement or a direct advance. 33 CC 03-05-2024 33 of 386 5 B. Local Area The local area is defined to be within Santa Clara and San Mateo Counties and within a 40 mile distance from Cupertino when traveling to Alameda County. C. Registration The City will pay the registration fee for authorized attendance at a convention, conference, seminar or meeting. D. Transportation The City will pay transportation costs on the basis of the lowest cost intent stated in paragraph A. Eligible transportation costs include airfare (with coach fare being the maximum), van or taxi service to and from the attendee’s home and airport, destination or airport parking charges, taxi and shuttle services at the out of town location, trains, tolls, or rental cars. Use of a personal automobile for City business shall be reimbursed or advanced at the rate per mile in effect for such use, except in no case shall it exceed air coach fare if the vehicle is being used for getting to the destination. Government or group rates offered by a provider of transportation must be used when available. E. Lodging Hotel or lodging expenses of the City official resulting from the authorized event or activity defined in this policy will be reimbursed or advanced if the lodging and event occur outside the local area. Not covered will be lodging expenses related to person(s) who are accompanying the City member, but who themselves are not on City business. In this instance, for example, the difference between single and multiple occupancy rates for a room will not be reimbursed. Where the lodging is in connection with a conference or other organized educational activity, City paid lodging costs shall not exceed the maximum group rate published by the conference or activity sponsor, providing that lodging at the group rate is available at the time of booking. If the group rate at the conference hotel is not available, then the non conference lodging policy described in the next paragraph should be followed to find another comparable hotel. Where lodging is necessary for an activity that is not related to a conference or other organized educational activity, reimbursement or advances shall be limited to the actual cost of the room at a group or government rate. In the event that a group or government 34 CC 03-05-2024 34 of 386 6 rate is not available, lodging rates that do not exceed the median price for lodging for that area and time period listed on travel websites like www.hotels.com, www.expedia.com or an equivalent service shall be eligible for reimbursement or advancement. F. Meals 1. No Conference The actual cost of a meal can be claimed, within a standard of reasonableness, but receipts must be kept and submitted for the expense incurred. 2. As Part of a Conference When City officials are attending a conference or other organized educational activity, they shall be reimbursed or advanced for meals not provided by the activity, on an actual cost basis. The actual cost rate shall follow the rules described in the meals with no conference paragraph. G. Other Expenses Payments toward or reimbursement of other expenses related to authorized activities or events shall be limited to the actual costs consistent with the application of reasonable standards. Receipts must be kept and submitted for all expenses. VI. DIRECT CASH ADVANCE POLICY From time to time, it may be necessary for a City official to request a direct cash advance to cover anticipated expenses while traveling or doing business on the City’s behalf. Such request for an advance should be submitted to the City Manager or Department Head no less than seven days prior to the need for the advance with the following information: 1) Purpose of the expenditure; 2) The anticipated amount of the expenditure (for example, hotel rates, meal costs, and transportation expenses); and 3) The dates of the expenditure. An accounting of expenses and return of any unused advance must be reported to the City within 30 calendar days of the official’s return on the expense report described in Section VII. 35 CC 03-05-2024 35 of 386 7 VII. EXPENSE REPORT REQUIREMENTS All expense reimbursement requests or final accounting of advances received must be approved by the City Manager or Department Head, on forms determined by the Finance Department, within 30 calendar days of an expense incurred, accompanied by a business purpose for all expenditures and a receipt for each item other than mileage. The report will be a public record subject to disclosure under the Public Records Act. VIII. REPORTS TO CITY COUNCIL OR COMMISSIONS At the next regular City Council or commission meeting, each councilmember or commissioner shall briefly report on publicly noticed meetings attended at City expense. If multiple members attended the meeting, a joint report may be made. IX. POLICY VIOLATIONS Violations of this policy including falsifying expense reports may result in any or all of the following: (1) loss of reimbursement privileges, (2) demand for restitution to the City, 3) civil penalties of up to $1,000 per day and three times the value of the resources used, and 4) prosecution for misuse of public resources. Revised 7/83, 7/85, 7/87, 7/88, 7/91, 7/92, 12/07, 7/10 36 CC 03-05-2024 36 of 386 8 City of Cupertino ELECTED OFFICIALS’ COMPENSATION PROGRAM Policy No. 4 MILEAGE REIMBURSEMENTS It is City of Cupertino policy that eligible persons under this Compensation Program shall be compensated fairly for the use of personal automotive vehicles on City business. Those persons who occasionally are required to use their personal automobiles for City business shall be reimbursed for such use at the established IRS rates. Submission of reimbursement requests must be approved by the City Manager. Adopted by Action of the City Council July, 2013 37 CC 03-05-2024 37 of 386 9 City of Cupertino ELECTED OFFICIALS’ COMPENSATION PROGRAM Policy No. 5 ASSOCIATION MEMBERSHIPS AND PROFESSIONAL PUBLICATIONS It is City of Cupertino policy that eligible persons under this Compensation Program shall be entitled to City sponsored association memberships as well as receiving subscriptions to professional and technical publications. Such sponsorship, however, shall be conditioned upon the several factors as set forth below. Each association for which membership is claimed must be directly related to the field of endeavor of the person to be benefited. Each claim for City sponsored membership shall be submitted with their concurrence to the City Manager for approval. Subscriptions to or purchase of professional and technical publications may be provided at City expense when such have been authorized by the City Manager providing the subject matter and material generally contained therein are related to municipal governmental operations. Adopted by Action of the City Council July, 2013 38 CC 03-05-2024 38 of 386 10 City of Cupertino ELECTED OFFICIALS’ COMPENSATION PROGRAM Policy No. 7 HEALTH BENEFITS PLAN CITY CONTRIBUTION It is the policy of the City of Cupertino to provide group hospital and medical insurance under which the elected official positions and their dependents may be covered. The purpose of this program is to promote and preserve the health of employees and their families through comprehensive health plans available only through employer sponsorship. Although the premium cost for the insurance provided remains the ultimate responsibility of the employee in these positions, the City shall contribute the amounts listed below towards the premium or pay the full cost of the premium if less than the stated amounts. If the premium amounts for any employee covered by this policy are less than the amounts listed below per month, the difference between the premium amount and the stated amounts will be retained by the City. Effective January 1, 2020 City Max Health Contribution City Max *Dental Contribution City Total Max Contribution Employee 848.87 126.78 975.65 Employee +1 1,443.09 126.78 1,569.87 Employee +2 1,876.01 126.78 2,002.79 January 1, 2021 City Max Health Contribution City Max *Dental Contribution City Total Max Contribution Employee 891.32 126.78 1,018.10 Employee +1 1,515.24 126.78 1,642.02 Employee +2 1,969.81 126.78 2,096.59 January 1, 2022 City Max Health Contribution City Max *Dental Contribution City Total Max Contribution Employee 935.88 126.78 1,062.66 Employee +1 1,591.01 126.78 1,717.79 Employee +2 2,068.31 126.78 2,195.09 39 CC 03-05-2024 39 of 386 11 Dental Coverage: Effective the first month after Council adoption of MOU, dental coverage is capped at $2,500.00 per dependent per annual plan year for the term of this contract. Adopted by Action of the City Council July, 2013, October 2016, July 2019, December 2019, January, 2023 40 CC 03-05-2024 40 of 386 12 City of Cupertino ELECTED OFFICIALS’ COMPENSATION PROGRAM Policy No. 9 LIFE INSURANCE It is the policy of the City of Cupertino to provide life insurance benefits to the elected officials to a maximum of $16,000. The elected officials may enroll in the life insurance program offered if eligible under the contract provisions of the policy and the personnel rules of the City. The full cost of premiums for these programs shall be paid by the City for such individuals. Adopted by Action of the City Council July, 2013 41 CC 03-05-2024 41 of 386 13 City of Cupertino ELECTED OFFICIALS COMPENSATION PROGRAM Policy No. 10 DEFERRED COMPENSATION It is the policy of the City of Cupertino to provide equitable current compensation and reasonable retirement security for the elected officials for services performed for the City. The City participates in the California Public Employees’ Retirement System (PERS) and deferred compensation plans have been established. Both the elected official and City may make contributions from current earnings to these plans. The purpose of this policy is to promote means by which compensation may be provided in such manner and form to best meet the requirements of the City and the needs of the elected officials. . The City shall maintain and administer means by which the elected officials in these positions may defer portions of their current earnings for future utilization. Usage of such plans shall be subject to such agreements, rules and procedures as are necessary to properly administer each plan. Individual contributions to such plans may be made in such amounts as felt proper and necessary to the elected official. The City contributions shall be as determined by the City Council. Adopted by Action of the City Council July, 2013 42 CC 03-05-2024 42 of 386 14 City of Cupertino ELECTED OFFICIALS COMPENSATION PROGRAM Policy No. 11 PUBLIC EMPLOYEES’ RETIREMENT SYSTEM CONTRIBUTION A. Council Members occupying office on or before December 29, 2012 Only: For Council Members occupying office on or before December 29, 2012, the City has contracted with CalPERS for a 2.7% @55 retirement formula. Effective in the first full pay period in July 2017, each employee shall pay the full 8.0% of applicable salary of the employee’s contribution towards CalPERS. B. Council Members occupying office on December 30, 2012 or December 31, 2012 or a current CalPERS employee who qualifies as a classic member under CalPERS Regulations Only. For Council Members hired on December 30, 2012 or December 31, 2012 or a current CalPERS employee who qualifies as a classic member under CalPERS Regulations only the City has contracted with CalPERS for a 2.0% @ 60 retirement formula, three year average compensation Effective January 1, 2017, the City shall not pay the employee’s contribution rate to the California Public Employees Retirement System (CalPERS) and each employee shall pay the full 7% of applicable salary of the employee’s contribution towards CalPERS. C. For Council members occupying office on of after January 1, 2013, or former CalPERS employees that do not qualify as Classic employees hired by the City of Cupertino on or after January 1, 2013 For Council Members occupying office on or after January 1, 2013 CalPERS has by statute implemented a 2% @ 62 formula, three year average and employees in this category shall pay 50% of the normal cost rate as determined by CalPERS. Adopted by Action of the City Council July, 2013, October 2016, July 2019 43 CC 03-05-2024 43 of 386 15 City of Cupertino ELECTED OFFICIALS’ COMPENSATION PROGRAM Policy No. 12 DENTAL INSURANCE CITY CONTRIBUTION It is the policy of the City of Cupertino to provide dental insurance under which the elected official positions and their dependents may be covered. The premium cost for the insurance provided by the City shall not exceed $126.78* per month per individual. Enrollment in the plan or plans made available pursuant to this policy shall be in accordance with Personnel Rules of the City and the provisions of the contract for such insurance between the City and carrier or carriers. Dental Coverage: Effective the first month after Council adoption of agreement, dental coverage is capped at $2,500.00 per dependent per annual plan year for the term of this contract. Adopted by Action of City Council July, 2013, October 2016, July 2019 44 CC 03-05-2024 44 of 386 16 City of Cupertino ELECTED OFFICIALS COMPENSATION PROGRAM Policy No. 14 EMPLOYEE ASSISTANCE PROGRAM It is the policy of the City of Cupertino to provide an Employee Assistance Program for the benefit of the elected officials and their eligible dependents. The purpose of this program is to provide professional assistance and counseling concerning financial, legal, pre retirement, and other matters of a personal nature. Adopted by Action of the City Council July, 2013 45 CC 03-05-2024 45 of 386 17 City of Cupertino ELECTED OFFICIALS’ COMPENSATION PROGRAM Policy No. 17 VISION INSURANCE – CITY CONTRIBUTION It is the policy of the City of Cupertino to provide vision insurance under which employees and their dependents may be covered. The premium cost for the insurance provided by the City shall not exceed $14.94 per month per employee. Enrollment in the plan or plans made available pursuant to this policy shall be in accordance with the provisions of the contract between the City and carrier or carriers providing vision insurance coverage, Adopted by Action of the City Council July, 2013 46 CC 03-05-2024 46 of 386 18 City of Cupertino ELECTED OFFICIALS’ COMPENSATION PROGRAM Policy No. 18 TECHNOLOGY POLICY Purpose This policy establishes guidelines and standards regarding the provision of technology hardware and software for Councilmembers. Scope and Applicability This policy applies to all City Councilmembers for the provision and maintenance of City issued technology hardware and software This technology is in addition to City technology equipment and software residing within the Mayor's and Council's office at City Hall. Technology Provision To facilitate communications with citizens, staff and other Councilmembers, each Councilmember may elect to be issued the following technology hardware at the beginning of each term. 1 Laptop 1 Docking Station 1 Monitor 1 Webcam 1 Keyboard & Mouse 1 Phone with Voice/Data Plan Each Councilmember’s issued laptop will have the following additional software applications: Office productivity platform, e.g., Microsoft O365 Cybersecurity Tools, e.g.., end point protection and multifactor authentication Video Conferencing, e.g., Zoom 47 CC 03-05-2024 47 of 386 19 Each Councilmember’s issued phone will have the following additional software applications Office productivity platform Cybersecurity Tools Video Conferencing Issued technology hardware and software will meet current City hardware and software standards to ensure proper security, maintenance, and support. Councilmembers who wish to not use City issued equipment must provide written acknowledgement that the technology they will use has current antivirus software and all software applications are up to date from a cyber security standpoint. Councilmembers use the issued equipment for the performance of official City business. Data contained within the equipment is public property and considered a public record, therefore subject to all Public Records Act and Brown Act policies. Councilmembers, upon completion of their term, will return all issued equipment to the Innovation & Technology Department. City equipment and/or software is not available for purchase. City Support Innovation & Technology staff are solely responsible to provide technical support and maintenance for issued equipment and may be reached at helpdesk@cupertino.org or 408) 777 3381. If required, Councilmembers shall bring their equipment to City Hall for repair and/or service. Adopted by Action of the City Council July, 2019, January, 2023 48 CC 03-05-2024 48 of 386 20 City of Cupertino City Council and Planning Commission Compensation Effective January 1, 2017 49 CC 03-05-2024 49 of 386 21 CITY OF CUPERTINO CITY COUNCIL AND PLANNING COMMISSION EFFECTIVE January 1, 2017 The salaries, wages or rates of pay for members of the City Council and Planning Commission are set forth below. Only the City Council can modify these rates. Members of the City Council $737.54/month Members of the Planning Commission* $50.00/meeting (maximum $200 monthly) Effective first full pay period in July 2017 Members of the City Council $743.07/month Members of the Planning Commission* $50.00/meeting (maximum $200 monthly) Benefits as set forth in this document do not apply to members of the Planning Commission. 50 CC 03-05-2024 50 of 386 Council Technology Policy Citywide Policy Manual Policy # Attachments: N/A Effective Date: December 12, 2022 Responsible Department: Innovation & Technology Related Policies & Notes: This policy supersedes previous Council Technology Polices from 2005, 2012, and 2018 Purpose This policy establishes guidelines and standards regarding the provision of technology hardware and software for Councilmembers. Scope and Applicability This policy applies to all City Councilmembers for the provision and maintenance of City issued technology hardware and software This technology is in addition to City technology equipment and software residing within the Mayor's and Council's office at City Hall. Technology Provision To facilitate communications with citizens, staff and other Councilmembers, each Councilmember may elect to be issued the following technology hardware at the beginning of each term. 1 Laptop 1 Docking Station 1 Monitor 1 Webcam 1 Keyboard & Mouse 1 Phone with Voice/Data Plan Each Councilmember’s issued laptop will have the following additional software applications: Office productivity platform, e.g., Microsoft O365 Cybersecurity Tools, e.g.., end point protection and multifactor authentication Video Conferencing, e.g., Zoom EXHIBIT B 51 CC 03-05-2024 51 of 386 Each Councilmember’s issued phone will have the following additional software applications Office productivity platform Cybersecurity Tools Video Conferencing Issued technology hardware and software will meet current City hardware and software standards to ensure proper security, maintenance, and support. Councilmembers who wish to not use City issued equipment must provide written acknowledgement that the technology they will use has current antivirus software and all software applications are up to date from a cyber security standpoint. Councilmembers use the issued equipment for the performance of official City business. Data contained within the equipment is public property and considered a public record, therefore subject to all Public Records Act and Brown Act policies. Councilmembers, upon completion of their term, will return all issued equipment to the Innovation & Technology Department. City equipment and/or software is not available for purchase. City Support Innovation & Technology staff are solely responsible to provide technical support and maintenance for issued equipment and may be reached at helpdesk@cupertino.org or (408) 777-3381. If required, Councilmembers shall bring their equipment to City Hall for repair and/or service. Submitted By: Approved By: Printed Name: Bill Mitchell Printed Name: Pamela Wu Title: CTO Title: City Manager Signature: Signature: Date: December 11, 2022 Date: 52 CC 03-05-2024 52 of 386 Vote AYES: NOES: ABSENT: ABSTAIN: ATTEST: ls/Kimberly Smith City Clerk Members of the City Council Wang, Kwok, Lowenthal, Mahoney, Sandoval None None None APPROVED: ls/Kris Wang Mayor, City of Cupertino EXHIBIT C RESOLUTION NO. 07-103 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO PROVIDING FOR A DISCRETIONARY FUND TO BE ADMINISTERED BY THE CITY MANAGER TO PROVIDE A ll?UNDING SOURCE FOR PROJECTS THAT THE MAYOR MAY WISH TO PROPOSE FROM TIME TO TIME DURING THE MAYOR'S TERM OF.OFFICE WHEREAS, The City Council wishes to provide a small source of funds for projects that may be proposed at the discretion of the Mayor during the Mayor's term of office; and, WHEREAS, The City Council wishes to establish a Mayor's initiative budget that will be included as part of the City Manager's Office budget in the City Manager's discretionary account; and, WHEREAS, The City Council wishes to determine, as part of the budget process, the amount of funding for the duration of the Mayoral term; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cupertino that Mayor's initiative budget is established in an amount to be determined by the City Council as part of the City Manager's discretionary fund to be used for projects that the Mayor deems appropriate during the Mayor's term of office; and, BE IT FURTHER RESOLVED that the decision to spend money on a Mayor's project will be jointly determined by the Mayor and the City Manager, except that the City Manager may, at his or her sole discretion escalate the spending decision to the City Council if he or she determines that to be necessary or appropriate; and, BE IT FURTHER RESOLVED that the City Council will be advised by an item on the Council Agenda prior to the date of the Mayor's State of the City Address, of any new project or initiative that the Mayor may wish to propose during the State of the City Address. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 5th day of June 2007, by the following vote: 53 CC 03-05-2024 53 of 386 0(1'2 3 4 5 4 4 6 0(1'2 7 0(1'2 0(1'2 0(1'2 D 54 CC 03-05-2024 54 of 386 0 2 0(1'2 0(1'2 7 0(1'2 7 7 3 8 5 9 9 8 6 0+ 28 0(1'2 55 CC 03-05-2024 55 of 386 This report is intended for the internal use of the City of Cupertino, and may not be provided to, used, or relied upon by any third parties. FINAL REPORT City of Cupertino ENTERPRISE LEADERSHIP ASSESSMENT July 14, 2023 Moss Adams LLP 999 3rd Ave, Suite 2800 Seattle, WA 98104 (206) 302-6500 56 CC 03-05-2024 56 of 386 Enterprise Leadership Assessment FOR INTERNAL USE OF THE CITY OF CUPERTINO ONLY Table of Contents Executive Summary 1 A. Background, Scope, and Methodology 1 B. Summary of Observations and Recommendations 1 Background, Scope, and Methodology 5 A. Background 5 B. Scope and Methodology 5 Observations and Recommendations 7 A. City Council 7 B. Commissions and Committees 22 C. City Staff 29 Appendix A: Commission and Committee Selection Criteria 34 57 CC 03-05-2024 57 of 386 Enterprise Leadership Assessment | 1 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY EXECUTIVE SUMMARY The City of Cupertino (the City) is governed by a five-member City Council and managed by the City’s executive leadership team. As part of Moss Adams LLP’s (Moss Adams, we) role as the City’s outsourced internal auditor, we developed this assessment to evaluate the effectiveness of the City’s management and governance collaboration framework and provide recommendations to strengthen and streamline procedures to align with best practices for municipal leadership. As part of this work, we evaluated governance topics including: • The Council’s capacity to set the City’s strategic direction and monitor financial sustainability • Council meeting procedures and resources • Working relationship and collaboration between Council members, City management, and staff • Training and onboarding • Committee and commission roles, core function, and support This assessment was conducted between March 2023 and June 2023. Analysis was informed by interviews with the City’s leadership and staff, and a review of data and documents provided by the City. The goal of this report is to detail current conditions and provide constructive and forward-looking recommendations for how the City’s leadership team can adjust operations to align with public sector best practices. Observations and recommendations were grouped into three areas: City Council, Commissions and Committees, and City Staff. Observations and recommendations for both areas are summarized below and provided in Section III. OBSERVATIONS AND RECOMMENDATIONS City Council 1. Observation While the City has established many policies that are aligned with best practices, there are opportunities to increase the effectiveness of current policies. Recommendations A. Continue current efforts to review, update, and expand the City’s governance policies, including the Ethics Policy and Commission Handbook. B. Establish a process to ensure all governance policies are reviewed at least once every five years. 58 CC 03-05-2024 58 of 386 Enterprise Leadership Assessment | 2 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY OBSERVATIONS AND RECOMMENDATIONS 2. Observation With the adoption of the City Council Procedures Manual and other recent changes, the City has made positive progress toward increasing the effectiveness of City Council meetings. However, ongoing challenges remain to ensure that meetings are productive and timely. Recommendation Continue current efforts to implement the City Council Procedures Manual and hold meeting participants accountable. 3. Observation There is a well-documented history of mistrust and poor communication between the Council and management. Recommendations A. Continue current efforts to implement recommendations from the 2023 Internal Review, with a focus on expanding the use of 1:1 pre-meetings with Council members B. In alignment with Municipal Code guidelines, consider developing and implementing a set of practical criteria to determine when requests for information will require a significant allocation of staff time or otherwise exceed the code guidelines. C. Continue current efforts to clarify roles and responsibilities and build productive working relationships by providing regular governance trainings and retreats. 4. Observation The City Council onboarding and orientation process has recently been updated to increase its effectiveness. This process could be further strengthened by focusing additional attention on roles, responsibilities, and practical application of guidelines. Recommendation Take steps to expand and strengthen the orientation process for new Council members. 5. Observation The City has established many best practice elements of a comprehensive ethics program. However, there are gaps in the City’s compliance enforcement. Recommendation Strengthen internal processes for tracking and holding elected and appointed individuals accountable to timely completion of Form 700 Disclosures. 6. Observation A core function of any governing body is to set and monitor the strategic direction of the organization. While the City Council has adopted a two-year Work Program to prioritize annual initiatives, it has not yet developed a long- range strategic plan. Recommendations A. Consider developing a long-range strategic plan to increase the City’s ability to strategically plan and advance initiatives. B. Continue current efforts to utilize and refine the annual Work Program prioritization practice. C. Consider expanding the City’s reporting processes to more effectively track progress toward strategic goals over time. 59 CC 03-05-2024 59 of 386 Enterprise Leadership Assessment | 3 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY OBSERVATIONS AND RECOMMENDATIONS 7. Observation While the City has established some strong community engagement practices, interviewees noted that Council members may have an overreliance on anecdotal evidence and/or public comment that may not be representative of the wider community perspective. Recommendations A. Consider setting clearer expectations for the intended scope of community engagement at the start of City initiatives. B. Continue current efforts to implement a statistically significant, representative community survey. C. Consider providing media and crisis communication training to all Council members. Commissions and Committees 8. Observation The City utilizes multiple commissions and committees to support Council decision-making. There are opportunities to increase the effectiveness of some of these groups. Recommendations A. Establish charters, including clear roles and responsibilities, for each commission and committee that outline the group’s purpose and member roles and responsibilities. B. Review additional opportunities to streamline governance groups. C. Consider reviewing the names of governance groups to introduce a consistent naming convention for commission versus committee. 9. Observation The City has documented processes to select and appoint community members to governance groups. This process could be strengthened by adding relevant qualification criteria. Recommendation Review and establish the qualification criteria for each commission and committee member to determine if the City would benefit from adjustments. 10. Observation Commission and committee operations—including onboarding, meeting procedures, work plans, and reporting—are not always consistent or effective. Recommendations A. Continue efforts to expand and formalize onboarding and training expectations for both commissions and committees. B. Clarify the process and expectation for cancelling unnecessary meetings. C. Consider adopting the practice of requiring annual work plans for each commission and committee. City Staff 11. Observation The staff time used to support governance groups represents a significant investment of City resources. Recommendations A. Review the practice of requesting department directors attend commission and committee meetings. B. Provide training for staff liaisons annually and when a new individual takes on the liaison role. 60 CC 03-05-2024 60 of 386 Enterprise Leadership Assessment | 4 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY OBSERVATIONS AND RECOMMENDATIONS 12. Observation City staff continue to experience a high degree of organizational change and uncertainty. Within this context, it is critical for the City’s management team to provide active communication and change management to increase support of staff. Recommendation Identify and implement expanded communication and change management practices to improve workplace culture. 61 CC 03-05-2024 61 of 386 Enterprise Leadership Assessment | 5 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY BACKGROUND, SCOPE, AND METHODOLOGY In recent years, the City has experienced significant organizational change and uncertainty. In particular, there has been both a high turnover rate in key leadership positions within the City and ongoing turmoil in relation to the Council/staff relationship. Two highly publicized reports have documented related issues: • The 2022 Santa Clara County Civil Grand Jury report A House Divided: Cupertino City Council and City Staff (referred to throughout this document as the 2022 Grand Jury report) • The 2023 Review of Outstanding Issues and Concerns Raised by the Findings and Recommendations of the 2022 Santa Clara Civil Grand Jury Report (referred to in this document as the 2023 Internal Review) Within this context, City leadership expressed interest in an assessment that could both detail current conditions and provide constructive and forward-looking recommendations for how the City’s leadership team can adjust operations to align with public sector best practices. Moss Adams serves as the outsourced internal auditor for the City, and reports to the City Council’s Audit Committee. As part of the 2022–23 internal audit work plan, the Audit Committee approved this Enterprise Leadership Assessment. The purpose of this assessment is to evaluate the effectiveness of the City’s management and governance collaboration framework and provide recommendations to strengthen and streamline procedures to align with best practices for municipal leadership. As part of this work, we evaluated governance topics, including: • Council’s capacity to set the City’s strategic direction and monitor financial sustainability • Council meeting procedures and resources • Working relationship and collaboration between Council members, City management, and staff • Training and onboarding • Committee and commission roles, core function, and support Moss Adams conducted this engagement between March 2023 and June 2023. The project consisted of four major phases. PHASE DESCRIPTION 1 Start-Up and Management  Project initiation consisted of collaborative project planning with the City and project management, including developing our scope of work and final work plan. 62 CC 03-05-2024 62 of 386 Enterprise Leadership Assessment | 6 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY PHASE DESCRIPTION 2 Fact-Finding and Data Collection  The second phase included interviews, document review, and best practice research. We worked with City staff to obtain the most current information and insights. • Interviews: We conducted interviews with 23 members of City staff and City Council members. • Document review: We received documents including policies, procedures, planning documents, reports, and others. • Best practice research: Based on the opportunities for improvement identified, we conducted research to ascertain best practices within the public sector. 3 Analysis  Based on the information gained during our fieldwork phase, we assessed the current conditions and identified opportunities for improvement. Leveraging best practice information and our own experience from working with similar entities, we developed practical recommendations. 4 Reporting Results  We communicated the results of our analysis with observations and recommendations presented first in a draft report that was reviewed with management to confirm the practicality and relevance of recommendations before finalizing the report. We would like to thank City leadership and staff for their willingness to assist in this assessment. 63 CC 03-05-2024 63 of 386 Enterprise Leadership Assessment | 7 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY OBSERVATIONS AND RECOMMENDATIONS Based on the input gathered from interviews, document review, focus groups, and comparisons to best practices, we prepared a comprehensive set of observations and recommendations. 1. Observation While the City has established many policies that are aligned with best practices, there are opportunities to increase the effectiveness of current policies. Recommendation A. Continue current efforts to review, update, and expand the City’s governance policies, including the Ethics Policy and Commission Handbook. B. Establish a process to ensure all governance policies are reviewed at least once every five years. Best Practice In addition to regulations and codes, many city councils have adopted formal rules of procedure to govern the conduct of their meetings and/or provide guidelines for collaboration. The motivation in adopting rules is usually to increase the efficiency and effectiveness of meetings, improve communication, and manage conflict. The basic premise in adopting rules is to ensure that governance group interactions will run smoothly and follow a generally accepted format. These types of city council policies often cover the following categories: • Code of conduct, ethics, or group norms • Council meeting processes and agenda development • Council communications with staff • Council communication with members of the public • Use of technology • Conflict of interest • Committees and commissions-specific topics ○ Purpose and relationship to City Council ○ Selection and appointment ○ Meeting processes and agenda development ○ Planning and reporting Current Conditions The City has adopted several governance-related policies, including the primary documents detailed below. 64 CC 03-05-2024 64 of 386 Enterprise Leadership Assessment | 8 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY City Council Procedures Manual In February 2023, the City Council adopted Resolution 23-021 to establish the Cupertino City Council Procedures Manual. In alignment with best practice, the manual include guidelines for many processes, including communication, meeting management, decorum, and decision-making. The manual also incorporates references to the applicable sections of the Municipal Code to provide administrative guidelines to comply with relevant provisions. Interviewed staff generally noted that the Procedure Manual is a welcome improvement. However, the usefulness of this document is highly dependent on whether City Council adheres to the practices described within. Ethics Policy The City’s current Ethics Policy applies to City Council, appointed officials, and City staff with the purpose of promoting public confidence in the integrity, effectiveness, and fairness of City operations. However, as noted in the 2022 Grand Jury report “the current Ethics Policy is less comprehensive [than previous versions] and ignores the subject of councilmanic interference found in the rescinded version. Thus, there are significantly fewer ethical requirements and standards for councilmembers.” The new City Council Procedures Manual strives to address this issue by stating that “City Council may enforce repeated or serious violations of the rules set forth in the Manual through a censure action placed on a Council agenda." At this time, the City Council is planning to consider revising the Ethics Policy in the first quarter of fiscal year 2024. While the Ethics Policy references conflicts of interest, the City has not established a separate conflicts of interest policy. Technology Use The City adopted a Technology Use Policy in November 2018. The policy applies to City employees, elected officials, commissioners, contractors, consultants, temporary workers, interns, volunteers, and vendors using City technology resources. In alignment with best practice, the policy covers a range of topics, including cybersecurity, the California Public Records Act, confidentiality, prohibited use of technology, and violations. However, the policy has not been updated since 2018 and contains some outdated information (like a reference to pending litigation). Commission Handbook The City established a Commission Handbook in 2021 to provide guidance to the City’s various commissions and committees. In alignment with best practice, the handbook builds off of the tenets laid out in the municipal code and covers a range of topics, including commissions’ purpose and relationship to City Council, management, and staff, as well as commission membership, meeting processes and agenda development, and communications. However, this handbook has not been reviewed for alignment with the new City Council Procedures Manual and it is unclear whether it applies to committees. At this time, the City Council is planning to consider revising the Commission Handbook in the first quarter of fiscal year 2024. 65 CC 03-05-2024 65 of 386 Enterprise Leadership Assessment | 9 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Policies and Guidelines on Sister Cities, Friendship Cities, and International Cupertino Delegations for the City Of Cupertino The City has established a policy to help guide activities around Sister Cities, Friendship Cities, and international delegations. The document outlines travel and expense guidelines for Council members who are supporting these programs. However, the City has not yet developed a general travel and expense policy for Council members. Recommendations • Continue current efforts to update governance policies, including: ○ Reviewing the Ethics Policy to ensure it aligns with best practice. ○ Reviewing the Commission Handbook to ensure it is aligned with other City policies, including the City Council Procedures Manual and the Ethics Policy. As part of this work, it will be important to clarify whether this handbook is relevant to City committees. ○ Considering developing a standalone conflict of interest policy that applies to Council members. ○ Considering developing a general travel and expense policy that applies to Council members. • Adopt a process to review and update governance-related policies at least once every five years. • Continue efforts to implement the City Council Procedures Manual and hold participants accountable to the policies and procedures. See the Meeting Cadence and Processes section for more details. 2. Observation With the adoption of the City Council Procedures Manual and other recent changes, the City has made positive progress toward increasing the effectiveness of City Council meetings. However, ongoing challenges remain to ensure that meetings are productive and timely. Recommendation Continue current efforts to implement the City Council Procedures Manual and hold meeting participants accountable. Best Practice City council meetings play a crucial role in local governance, where elected officials convene to make decisions, address community concerns, and shape the future of their cities. Establishing best practices for meeting cadence and processes is essential to ensure efficiency, transparency, and effective decision-making. By following best practices, city councils can foster an environment that allows for informed discussions and ultimately leads to better outcomes for their communities:1,2 In general, best practices for effective public meetings include: 1 Planning and Leading Effective Meetings, NLM 2 Guide to Good Meetings, ICMA 66 CC 03-05-2024 66 of 386 Enterprise Leadership Assessment | 10 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY • Established Procedures: The city should set clear procedures for meeting structure, agenda, decision-making, conflict resolution, and use of a consent agenda. • Reasonable Cadence and Length: Meetings should be held as frequently as needed to accomplish critical work. Research indicates that shorter meetings are generally better meetings, as it becomes more difficult to maintain focus over time. • Effective Meeting Facilitation: Meetings should be led by skilled facilitator, such as the mayor or chair, to manage discussions, maintain decorum, and ensure efficient use of time. Encourage respectful and constructive dialogue among council members and establish clear rules and protocols for productive meetings. • Preparation and Pre-Meeting Communication: Meeting participants (e.g. council, commission, or committee members) should be provided with sufficient time to review meeting materials in advance. Distribute agendas, reports, and supporting documents to allow for thorough preparation, informed discussions, and informed decision-making. Within the public sector space, 1:1 preparation meetings with management are frequently used to provide elected officials with time to ask questions and understand issues before a public meeting is held. • Engaged Participants: Meeting participants should be able to actively engage with the meeting content and respond to feedback. They should employ professionalism and follow any codes of conduct or group norms. • Technology and Accessibility: Technology should be leveraged to enhance meeting accessibility and public engagement. Explore options for live streaming, video conferencing, or online comment submission to enable broader community engagement, especially for those unable to attend in person. Current Conditions In alignment with best practice for establishing procedures, the City recently adopted the City Council Procedures Manual. The manual documents processes for key items like decision-making, agenda development, decorum, communication with staff, and use of a consent calendar. Despite the implementation of the manual, interviewed staff reported that meeting efficiency and effectiveness remains a high area of concern. Staff note that time limits are not always enforced, there is little group consensus about discussion priorities (so items with relatively minimal impact may take up significant discussion time), and items are routinely removed from the consent agenda for additional discussion. Within this context, staff noted that agenda items were frequently bumped to the next meeting. As a result, staff reported the common experience of sitting through hours of a meeting and not being able to present their agenda item—which is both a waste of staff resources and a challenge to employee morale. To help combat this issue, the new City Council Procedures Manual has established time limits for discussion items and questions. Interviewed staff noted that this was a step in the right direction, but ongoing challenges remain. In terms of the frequency and length of meetings, the number of City Council meetings has been high in recent years, with 63 meetings held in 2021 and 64 in 2022. Council meetings have also historically extended into late hours. Between 2020 and 2022, the average length of Council meetings was over five hours (5.1 hours in 2020, 5.7 hours in 2021, and 5.2 hours in 2022). Given that meetings start at 6:45 pm, this means that participants were routinely in meetings that ran past midnight. Long meeting lengths impact the productivity, wellness, and safety of the Council members, staff, and community participants. 67 CC 03-05-2024 67 of 386 Enterprise Leadership Assessment | 11 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY The City Attorney and the Mayor play significant roles in ensuring that the meeting agenda is adhered to and that Council conversation does not stray off topic or relitigate decisions that have already been made. Interviewees noted appreciation for the City Attorney’s and Mayor’s efforts in this area. In alignment with best practice and regulations, the City provides agenda materials at least six days before standard Council meetings. Council members have the opportunity to ask questions through email between the time the agenda is posted and when the meeting is held. Staff responds to these questions by way of an addendum or desk item to the staff report. In addition, the City management team has expanded the practice of offering 1:1 preparation meetings to City Council members. While individual City Council members must voluntarily opt into these meetings (and Council members do not always choose to do so), staff and some members of Council report that these meetings are effective in terms of increasing communication and collaboration. In alignment with best practice, the City provides live broadcast and on demand coverage of city meetings. In addition, members of the public may provide comments in-person, online, or via telephone. Recommendations • Continue current efforts to implement the City Council Procedures Manual and hold participants accountable to the policies and procedures. This will require ongoing and concerted effort on the part of the Mayor, members of City Council, City Attorney’s Office, City Clerk, and City Manager’s Office. In particular, City staff should continue to provide the Mayor with active support to ensure the Mayor is well positioned to keep meetings on track. • Continue current efforts to provide 1:1 pre-meetings between individual Council members and management for upcoming council agenda items. See the Collaboration and Relationships section for more details. 3. Observation There is a well-documented history of mistrust and poor communication between the Council and management. Recommendation A. Continue current efforts to implement recommendations from the 2023 Internal Review, with a focus on expanding the use of 1:1 pre- meetings with Council members B. In alignment with Municipal Code guidelines, consider developing and implementing a set of practical criteria to determine when requests for information will require a significant allocation of staff time or otherwise exceed the code guidelines. C. Continue current efforts to clarify roles and responsibilities and build productive working relationships by providing regular governance trainings and retreats. 68 CC 03-05-2024 68 of 386 Enterprise Leadership Assessment | 12 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Best Practice City council collaboration, productive group dynamics, and trust in management are vital aspects of effective local governance. The following are characteristics that are commonly found in high-function governance teams: 3,4 • Defined Roles and Responsibilities: Clearly defined roles help council members and staff avoid confusion, ensure accountability, and enables efficient collaboration. For cities like Cupertino that have chosen to operate under the Council-Manager form of government, operational responsibilities are delegated to the City Manager from City Council, while City Council is responsible to guide the strategic direction of the organization by setting policy, providing oversight, and supporting City staff.5 • Mutual Respect: Mutual respect and professionalism are baseline requirements for healthy working relationships. This behavior is characterized by open communication, active listening, adherence to codes of conduct or group norms, respect for roles, appreciation for diverse viewpoints, active preparation, and commitment to working in collaboration to move the organization toward its goals. • Clear Communication: Focused, concise, and direct communication can provide a strong foundation for building trusting and productive relationships. • Collaboration with Staff: Productive relationships between council and staff often begin with respecting roles, recognizing individual expertise, and showing support for city employees. Current Conditions As reported by staff and Council members, and documented in both the 2022 Grand Jury report and the City’s subsequent 2023 Internal Review, there are varying opinions within City Council about the ultimate role that Council members are meant to play. For example, it is apparent that some Council members perceive the oversight role to encompass highly operational work, like conducting independent research or analysis. This type of behavior both causes tension with staff as it is a clear signal that their expertise and work is not trusted; it is also a poor use of time and ultimately a distraction from the more critical work of the Council. While oversight is a critical component of good governance, it must be predicated on a baseline trust that the City Manager has hired competent and qualified staff to perform operational functions. In alignment with best practice, City management does provide training related to roles and responsibilities to help onboard new members of City Council. See the City Council Onboarding and Training section for more details. In regard to mutual respect, there is a well-documented history of mistrust and conflict between Council and management. While interviewed staff report some positive progress in recent months, there are still regular challenges in terms of professionalism, respect, and positive intent. There is a strong need to rebuild trust within the Council and between the Council and management. In terms of communication, one of the most frequently cited ongoing challenges is related to email requests from Council members. As documented in the 2023 Internal Review and reported by interviewed staff, several Council members have continued the practice of sending a high volume of 3 Building the Best Relationship with Your Council, ICMA 4 Strategies for creating a more collaborative, effective council, Western City. 5 Making it Work: The Essentials of Council-Manager Relations, ICMA 69 CC 03-05-2024 69 of 386 Enterprise Leadership Assessment | 13 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY emails, averaging 50-70 initial emails per week, not counting any follow-up emails. This practice is ineffective for communication purposes, creates significant workload for staff, and is widely perceived to be an obstruction tactic. Council members at times request responses to questions posed by the public as if they were the Council members’ own. This pass-through of information requests without vetting creates work efforts where it may not be effective or even considered in the decision-making process. The City’s Municipal Code provision § 2.17.043 clarifies that the City Manager may determine when individual council member requests are overly onerous (and thus should be directed to staff through a collective instruction from the entire City Council). The code states that the following guidelines should be considered when making this judgement: A. Is the request specific and limited in scope so that staff can respond without altering other priorities and with only minimal delay to other assignments? B. Is the request a "one time" work requirement, as opposed to an on-going work requirement? C. Does the response to a request require a significant allocation of staff resources (generally defined as consisting of more than one staff person, or a single staff person working on the request in excess of two hours)? However, staff report that it has been challenging to exercise these guidelines in a practical, consistent, and productive way. Several interviewed staff noted that it has been extremely challenging to accomplish operational work given the number of staff hours required to respond to these requests, in addition to preparing staff reports and materials for regular Council meetings. As noted in the Meeting Cadence and Processes section, the City management team has expanded the practice of offering 1:1 preparation meetings to City Council members as an option for more efficient and direct communication. In alignment with best practice, the City has implemented City Council retreats as an opportunity for ongoing relationship building and professional development. Recommendations • Moss Adams concurs with the recommendations to improve collaboration made within the 2023 Internal Review. In particular, the City and individual councilmembers should continue efforts to utilize the 1:1 meetings as a more efficient means of sharing information. • In alignment with the City’s Municipal Code provision § 2.17.043, the City Manager should consider developing a set of practical criteria to determine when individual Council member requests for information exceeds standard guidelines as outlined in the code. Ideally, this type of criteria could provide a consistent, objective, and efficient means to evaluate incoming requests. • Continue current efforts to clarify roles and responsibilities and build productive working relationships by providing regular governance trainings, retreats, and strategic planning work sessions. 70 CC 03-05-2024 70 of 386 Enterprise Leadership Assessment | 14 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY 4. Observation The City Council onboarding and orientation process has recently been updated to increase its effectiveness. This process could be further strengthened by focusing additional attention on roles, responsibilities, and practical application of guidelines. Recommendation Take steps to expand and strengthen the orientation process for new Council members. Best Practice Onboarding, orientation, and training for new city council members are critical to their successful integration into their roles and the effective functioning of the council as a whole. By implementing a robust onboarding and training program, cities can equip new council members with the knowledge, skills, and resources needed to navigate their roles effectively. This contributes to a cohesive council, enhances decision-making, and strengthens the council's ability to serve the community.6 Comprehensive onboarding support typically involved the following components: • Orientation Program: The organizations should develop a comprehensive orientation program to familiarize new council members with their roles, responsibilities, and the governance structure. The program should address: ○ Overview of the council's purpose, functions, codes, and legal obligations ○ Insights into the local community's history, demographics, priorities, and challenges ○ Definition of roles and responsibilities of council members, including their specific duties, expectations, areas of focus, and understanding of how their role contributes to the overall work of the group • Ethics, Policies, and Procedures Training: The organization should offer training on key policies and procedures that govern council operations. Guidance should be provided on meeting protocols, code of conduct, ethical standards, and conflict of interest guidelines. The organization should ensure that new council members understand their legal obligations, including compliance with relevant legislation and regulations. • Financial and Budgetary Training: The organization should provide training on municipal budget processes, financial management, and fiscal responsibilities, and help council members understand the budgetary constraints, revenue sources, and expenditure allocation. The training should also familiarize them with financial reports, audits, and accountability mechanisms to ensure effective stewardship of public funds. • Support from Staff or Liaisons: The onboarding process should be provided in collaboration with staff members or designated liaisons who can provide guidance and support to new council members. Ensure that staff are available to address questions, provide administrative assistance, and facilitate access to necessary resources or expertise. • Continuous Learning and Professional Development: Ongoing learning opportunities for council members should be provided to enhance their skills and knowledge in governance, leadership, 6 Making it Work: The Essentials of Council-Manager Relations, ICMA 71 CC 03-05-2024 71 of 386 Enterprise Leadership Assessment | 15 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY and effective decision-making. Encourage participation in workshops, conferences, and training programs that promote professional growth. Current Conditions In alignment with best practice, the City has established a two-day orientation program coordinated by the City Clerk’s Office. The program consists of several intensive sessions that cover topics including the Council’s core functions, roles and responsibilities, regulatory requirements (like Brown Act rules), meeting procedures, and a deep dive with department heads presenting on the purpose and mission of their respective departments. This work is collaboratively supported by the City Manager’s Office, City Attorney’s Office, City Clerk’s Office, and the department directors. Interviewees noted several opportunities to continue to improve the onboarding process, including: • Spacing out information so that new members are not fatigued by information overload over the course of a few days • Providing refresher trainings throughout the year • Providing peer-to-peer learning opportunities where new members can receive input and guidance from more veteran members • Increasing practical examples and scenarios to help increase the practical applicability of the trainings • Requesting full participation of all Council members (this year one member of council chose not to participate in the orientation) In alignment with best practice, the City does offer opportunities for Council members to engage in ongoing professional development opportunities on an ad hoc basis. Recommendations • Continue to expand and strengthen the orientation process for new Council members. In particular, the City may benefit from extending the onboarding timeline, providing refresher trainings throughout the year, and adding scenario exercises to increase the practical applicability of trainings. 5. Observation The City has established many best practice elements of a comprehensive ethics program. However, there are gaps in the City’s compliance enforcement. Recommendation Strengthen internal processes for tracking and holding elected and appointed individuals accountable to timely completion of Form 700 Disclosures. Best Practice The role of elected officials—and government as a whole—is to serve the public interest. When government representatives act ethically and avoid engaging in behavior that promotes any private 72 CC 03-05-2024 72 of 386 Enterprise Leadership Assessment | 16 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY interests, they are acting for the common good. To foster an ethical operating environment, it is common for cities to establish the following components: • A Fraud, Waste, and Abuse Program, including an ethics hotline where members of the public and the city government can report issues for investigation • Disclosure of potential conflicts of interest (primarily accomplished via Form 700 within the state of California) • Trainings and expert advice on government ethics (including topics like the Brown Act) • Processes to track and report on compliance with standard disclosures and regulations • Commitment from leadership to hold all parties accountable, including Council, Committee, and Commission members • An ethics policy that applies to all elected and appointed officials, as well as staff Current Conditions In alignment with best practice, the City has implemented the following: • A formal Fraud, Waste, and Abuse Program and related ethics hotline was implemented in 2022. • The City provides required ethics and anti-harassment training for Council, Committee, and Commission members as required by state law, and the City Attorney provides expert counsel as needed. In addition, Council members are given the opportunity to participate in ethics education at League of Cities conferences. • The City Clerk’s Office and City Attorney’s Office provide guidance to elected and appointed officials in filling out the Form 700 Disclosures and complying with other regulations. Several interviewed staff reported that at least one Commission member had not filed their Form 700 Disclosure. While the City Clerk’s office has been aware of this issue for over a year and made efforts to correct the issue, it has not yet been resolved. This indicates that there are gaps in the current process to hold participants accountable for compliance in this area. Recommendations • Strengthen internal processes for tracking and holding elected and appointed individuals accountable to timely completion of Form 700 Disclosures and any other required documentation. If governance group members have not completed this form in a timely manner, they should face disciplinary action up to and including removal from their position. • See the Policies and Procedures section for more details on the City’s Ethics Policy. 73 CC 03-05-2024 73 of 386 Enterprise Leadership Assessment | 17 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY 6. Observation A core function of any governing body is to set and monitor the strategic direction of the organization. While the City Council has adopted a two- year Work Program to prioritize annual initiatives, it has not yet developed a long-range strategic plan. Recommendation A. Consider developing a long-range strategic plan to increase the City’s ability to strategically plan and advance initiatives. B. Continue current efforts to utilize and refine the annual Work Program prioritization practice. C. Consider expanding the City’s reporting processes to more effectively track progress toward strategic goals over time. Best Practice A core function of any governing body is to set and monitor the strategic direction of the organization. Within this context, it is best practice for City leadership to develop a multi-year strategic plan and then select key priorities via a collaborative process between Council and management on an annual basis.7,8 By grounding work in the long-term vision for the community and core mission of City government, the City Council can ensure that resources are strategically allocated to support long- term success. In addition, strategic plans can help provide consistency of vision and direction—even as members of the Council or the management team exit the organization. Typically, strong strategic plans are characterized by: • Long-Term Vision: The organization should have a clear vision statement that captures the long- term aspirations for the community. Strategic plans also typically incorporate mission and value statements. • Policy-Level Guidance from Council: The governing body should be actively involved in shaping the plan by setting high-level policy guidance and broad goals. Within this setting, the management team should be responsible for determining and implementing the best means to achieve these objectives. • Public Input: The City serves the community, so planning activities should take the community’s needs into consideration. Seeking community input during the planning process is critical. • Annual Prioritization: All organizations have resource constraints. As such, realistic plans should prioritize activities in a clear order to help guide resource allocation. An annual review of goals and a process to prioritize work for the upcoming fiscal year ensures that work is guided by long- term strategies and responsive to emergent needs. • Link to Financial Data: Planning should be linked a long-range financial plan that forecasts revenue, identifies unfunded liabilities, determines long-term debt capacity, analyzes external economic environment, and determines the long-term impacts of priorities and goals.9 7 GFAO Strategic Planning 8 Strategic Planning Revisited, ICMA. 9 GFAO Planning Resource Center 74 CC 03-05-2024 74 of 386 Enterprise Leadership Assessment | 18 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY • Equity Considerations: Equity should be incorporated into every step of the strategic planning process to ensure that all members of the community are represented and have a voice in the process. • Outcome-Based Key Performance Indicators: Strong plans include key performance indicators (KPIs) and metrics to measure progress and success. Ideally, KPIs are primarily focused on the ultimate outcomes the organization is hoping to achieve, rather than output measures of activities. With this type of tool, leadership can regularly monitor and evaluate the city's performance to track the achievement of strategic goals. Current Conditions The City does not currently utilize an organization-wide, long-range strategic plan that lays out a vision for the City and guides priorities, projects, and resource allocation. This is in part due to high turnover in the City Manager’s Office, which has limited organizational capacity to perform long-term strategic work. However, the City has adopted many related planning elements: • Strategic Goals: In February 2020, the City Council established a number of strategic goals to provide a framework for City priorities and guide annual development of the Work Program— including Public Engagement and Transparency, Transportation, Housing, Sustainability, and Quality of Life. • Annual Work Program: The City has established an annual Work Program process that identifies and selects priority projects and initiatives that fall outside the City’s regular operations for execution within the following year. ○ The Work Program document includes information about the project title, objective, estimated budget, allocated budget, and related department, commission, goal category, and General Plan Guiding Principles. ○ In the past, the Work Program has expanded to include a high number of unprioritized items. To combat this issue, City management established a new facilitated prioritization process in 2023. This step is a significant improvement in terms of alignment with best practice. • Other Guiding Plans: In addition to the Work Program, the City has many individual plans for work that line up with many of the best practice criteria above. Examples include the General Plan, Capital Improvement Program, and Climate Action Plan. • Financial Forecast: In alignment with best practice, the City has developed a 10-year financial forecast to address various expenditure and revenue components and assumptions. • Progress Reporting: In alignment with best practice, the City has developed a dashboard to transparently communicate progress toward completing the City’s Work Program projects. This is commendable. In addition, the City reports on department-specific KPIs as part of the budget process. Based on staff interviews, staff reports, and a review of documentation there are several interconnected challenges or areas of misalignment with best practice in relation to the City’s planning environment: • Given the lack of a long-range strategic planning framework, some staff noted that Work Program items and Council priorities are not always clearly linked with the City’s big-picture goals. In addition, many interviewees were not aware of the City’s 2020 strategic goals. This may indicate that this framework is not providing sufficient specificity and/or is not being widely utilized to guide decision-making. 75 CC 03-05-2024 75 of 386 Enterprise Leadership Assessment | 19 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY • City Council has a tendency toward more tactical and operational initiatives, rather than staying at the policy level to align the City with its vision. Ideally, the Council should be setting high-level goals and objectives and the management team should be responsible for determining the best means to accomplish the end. • The City’s Work Program has sometimes created new ongoing programs without sufficient or identified resources to support them. This results in staff taking on additional workload without appropriate support. This indicates that planning activities are not sufficiently tied to resource allocation decisions. • The Work Program does not explicitly incorporate equity considerations. This indicates that there may be blind spots in relation to the City’s understanding and approach to solving issues. • While public input has historically been actively solicited as part of the Work Program process, this step was forgone this year in order to tackle the backlog of critical work and make progress. This is reasonable given the circumstances, but the City should reintroduce public input in the future. • While the City reports on progress toward Work Program activities and includes KPIs in its budget, the organization has not yet established outcome-based performance measures to track progress toward high-level goals. As a result, progress reporting is often reliant on measures of activities or outputs—rather than focusing on the long-term outcomes that the City is hoping to create. Recommendations • Consider developing a long-range strategic plan—that builds upon the City’s current goals and vision—to increase the City’s ability to plan and advance initiatives. • Continue to utilize and refine the annual prioritization practice, with a focus on determining what is achievable considering the City’s staffing and funding resources within a given fiscal year. • Implement the practice of reviewing progress toward strategic goals on a quarterly or semi-annual basis. As part of this work, the City should identify outcome-based performance measure to track and report on progress. In addition, the expanded use of performance dashboards, indicators, and other standardized reporting tools would strengthen the City Council’s ability to provide appropriate oversight and track progress over time. 76 CC 03-05-2024 76 of 386 Enterprise Leadership Assessment | 20 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY 7. Observation While the City has established some strong community engagement practices, interviewees noted that Council members may have an overreliance on anecdotal evidence and/or public comment that may not be representative of the wider community perspective. Recommendation A. Consider setting clearer expectations for the intended scope of community engagement at the start of City initiatives. B. Continue current efforts to implement a statistically significant, representative community survey. C. Consider providing media and crisis communication training to all Council members. Best Practice Community engagement is an essential component of a well-run local government. By utilizing community input, local governments can improve decision-making, ensure transparency, foster community participation, and build trust with community members.10,11 Successful community engagement programs are multi-pronged, and often include a combination of the following practices: • Public meeting and hearings (often required by regulation) • Focus groups or work sessions • Social media, web pages, or mobile applications • Email, newsletters, text, or other digital communication • Advisory boards, committees, or commissions • Volunteer programs • Representative community surveys 12,13 • Collaboration with representative community partners For crisis situations, it is best practice to have a dedicated point of contact for communication with the public. In addition, many cities provide media training to council members to ensure they are well- prepared to engage as needed. Current Conditions In alignment with best practice, the City has invested in a centralized communication team that is responsible for managing various communication channels, including social media and media outlets. The City has also established some creative programs to engage with residents, such as the Cupertino Block Leader Program which was developed as a collaborative way to work with residents 10 Community Engagement and Public Strategy, ICMA 11 Building an Effective Community Engagement Strategy, ICMA 12 ICMA, The Voice of the Public 13 Bloomberg Cities, Five Secrets of Successful Community Surveys 77 CC 03-05-2024 77 of 386 Enterprise Leadership Assessment | 21 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY to enhance community preparedness, communication, and resilience at the neighborhood level. The City also regularly solicits input from the community regarding specific projects. For example, for significant policy initiatives such as updating the building code, the City actively seeks public feedback through surveys, focus groups, and other methods. However, the City has not established a standardized approach to what constitutes comprehensive or sufficient community input for a given initiative. As a result, staff report that at times City Council has repeatedly requested additional avenues for community feedback, which has heightened workloads. In alignment with regulations, the City provides space for public comment at regular City Council meetings and other venues. Interviewed staff and some Council members report that comments made by community members at public meetings are sometimes interpreted to be representative of the views of all stakeholders and to be factual without substantive validation. Within this context, community members with the means, ability, access, and interest in participating in public comment may receive oversized responses to their issues. In recent years, the City has not utilized a representative community survey to gather wholistic information about community perception of City services. However, a survey of this type is budgeted and planned for the 2024 fiscal year. By returning to this practice, the City can help provide context for individual public input and help ground decision-making in majority interests, rather than relying on individual feedback provided via the public comment process. Ideally, the City will continue to administer community surveys on an annual basis and ask similar questions each year. In this way, City leadership will both establish a baseline and receive comprehensive insight into trends. In terms of crisis communication, City policy dictates that the Mayor is the designated spokesperson for the Council. However, Council members have not been provided with media training and some staff report that there have been instances of Council members sharing comments with the media without notifying City staff. Recommendations • Consider implementing processes to set clearer expectations for the scope of community engagement at the start of major City initiatives. This may take the form of staff establishing baseline definitions for appropriate levels of community engagement for different types of projects or proactively documenting the intended outreach plan associated with major projects. • Continue current efforts to implement a statistically significant, representative community survey to gather baseline information about resident’s needs, interests, and perception of City services. • Consider providing media and crisis communication training to all Council members. As part of this training, it would be beneficial to clarify individual roles and responsibilities, including those of the Mayor and Vice Mayor. 78 CC 03-05-2024 78 of 386 Enterprise Leadership Assessment | 22 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY 8. Observation The City utilizes multiple commissions and committees to support Council decision-making. There are opportunities to increase the effectiveness of some of these groups. Recommendation A. Establish charters, including clear roles and responsibilities, for each commission and committee that outline the group’s purpose and member roles and responsibilities. B. Review additional opportunities to streamline governance groups. C. Consider reviewing the names of governance groups to introduce a consistent naming convention for commission versus committee. Best Practice Commissions and committees play an important role in local government by acting in an advisory capacity, providing in-depth analyses, and making recommendations to inform city council decision- making.14 These types of governance groups are an effective way of involving citizens in the engagement process of local government. In terms of committee and commission structure, the following are best practices for effective use of these types of groups: • Each group should have a clearly defined purpose, scope of authority (including whether groups are meant to be advisory, regulatory, or operational), responsibilities, and legal obligations. This information is typically defined within municipal code and/or via charters or other formal documents. • Leadership should regularly evaluate the existing governance group structure and ability to adjust it based on the organization or community’s changing governance needs. • While there is no established standard for the ideal number of governance groups, leadership groups should consider the following factors when deciding to add, eliminate, or combine groups: ○ Is this group fulfilling a high-priority need for our community? ○ Is this group fulfilling a distinct purpose for our community or could additional scope and/or responsibilities be added to a current group? ○ Do we have sufficient staff to effectively support this group? Governance groups are sometimes called boards, commissions, committees, or councils depending on their function. Frequently, the term “commission” is used to indicate a group that has powers and duties established by ordinance and have either regulatory or functional responsibilities. The term “committee” is frequently used to denote a group that is advisory in nature. However, the terminology used is often a matter of local preference.15 14 Local Government Citizen Advisory Boards, MRSC 15 Maryland Municipal League: Citizen Boards, Commissions and Committees 79 CC 03-05-2024 79 of 386 Enterprise Leadership Assessment | 23 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Current Conditions The City has established various committees and commissions to address specific areas of focus. There are ten commissions tasked with advising the City Council in the formation of policy. With the exception of the Planning Commission, all other commissions function in a strictly advisory role to the City Council, as is appropriate and consistent with best practices. Commissions include: • Arts and Culture Commission • Bicycle Pedestrian Commission • Housing Commission • Library Commission • Parks and Recreation Commission • Planning Commission • Public Safety Commission • Sustainability Commission • Technology, Information, and Communications Commission • Teen Commission The City also has three committees and a council. Generally, one or two Council members are assigned as members, and the committees may include members from the public or staff. With the exception of the Administrative Hearing Committee (which conducts administrative hearings), the purpose of the committees is to review specific topics affecting the City and make recommendations to the City Council. • Administrative Hearing Committee • Audit Committee • Disaster Council • Sister City Committee The City Council also occasionally creates topic-specific, time-delimited subcommittees (which are usually led by two Council members) to address a particular concern. In alignment with best practice, the City reviewed the purpose and number of governance groups in early 2023. Based on staff recommendations, the City Council consolidated or eliminated several groups to reduce the overall number of governance groups from 17 to 13 (per City Council Ordinance No. 23-2247). A recent staff report determined that cities in Santa Clara County on average support 12 commissions and committees, not including any active council subcommittees. As such, the City is now significantly closer to the local average. In terms of the core function of the City’s governance groups, almost all groups (regardless of whether they are named “commission” or “committee”) are advisory bodies. With the exception of the Administrative Hearing Committee, the foundational duties of all other governance groups are codified in the City’s Municipal Code. However, the City has not yet established the process of developing individual charters to outline the group’s purpose and member roles and responsibilities. 80 CC 03-05-2024 80 of 386 Enterprise Leadership Assessment | 24 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Staff report that there have been ongoing challenges ensuring that all governance group members understand the scope of their authority. It was frequently reported that certain group members believe they have the authority to direct staff on administrative matters or assign work tasks. This is a breach of the group’s actual authority, and can create tension when staff members are put in a position to deny or redirect the work requests. In addition, interviewees noted that several groups often do not have significant volumes of work, which can create challenges to keeping members productively engaged. The following groups were noted: • Public Safety Commission • Sustainability Commission • Teen Commission Recommendations • Establish charters for each commission and committee that outline the group’s purpose and member roles and responsibilities in more detail than is currently provided in the Municipal Code. In particular, it will be critical to outline what the advisory function fully entails and clarify that commissions and committees cannot direct staff work or assign tasks. • Review additional opportunities to streamline governance groups. In particular, the City should evaluate the following: ○ Housing Commission: It is common for Housing Commissions to be combined with Planning Commissions, given the highly interrelated areas of work.16 ○ Library Commission: The local library system is administered by the Santa Clara Library District, rather than the City. Within this structure, it is questionable whether a Library Commission supports a core function of the City. To provide input on time-specific topics like the location of a new library within the City, it may be more effective to utilize an ad hoc committee or work group. ○ Public Safety Commission: Consider reviewing the core function of the Public Safety Commission. While fire and police services are provided by the County (and therefore not directly managed by the City), this commission also advises on issues related to traffic and general public safety. ○ Teen and Sustainability Commissions: Consider reviewing the Teen Commission and Sustainability Commission to determine if this work may be better carried out through alternative structures and/or whether fewer annual meetings may be appropriate. • Consider reviewing the names of governance groups to introduce a consistent naming convention for commission versus committee. Given that the majority of the groups are advisory in nature, it may be beneficial to rename the commissions to “committees.” The Planning Commission would be the primary exception to this, as the group’s core function is not solely advisory. 16 Housing Data: Housing Committees 81 CC 03-05-2024 81 of 386 Enterprise Leadership Assessment | 25 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY 9. Observation The City has documented processes to select and appoint community members to governance groups. This process could be strengthened by adding relevant qualification criteria. Recommendation Review and establish the qualification criteria for each commission and committee member to determine if the City would benefit from adjustments. Best Practice When appointing community members to governance groups, it is best practice to document guidelines for position recruitment, evaluation, and selection.17,18 Documents typically address the following: • Appointment Process: The organization should establish a transparent and fair appointment process for committee or commission members. Define the roles of the governing body (such as the mayor, city council, or relevant authority) in appointing or approving members. Most processes utilize both a written submission and some type of interview process to assess qualifications and fit. • Terms and Staggering: The organization should document the terms of committee or commission members. There are advantages to limiting the length and number of terms for which members can serve. Limiting terms can help avoid overrepresentation of interest groups. However, term limits may also result in the exit of members who have the most experience. By staggering terms, the organization can maintain institutional memory while allowing for new members to join regularly. In addition, another common best practice is to require governance group members to wait a period of time (usually one or two term lengths) before applying for new governance roles. This helps to ensure broad representation on governance groups. • Composition and Diversity: The organization should document the size and composition of the committee or commission based on the requirements of the work to be done. It is best practice to strive for diversity in membership. Equity principles suggests that membership be representative of the community at large (in terms of sex, race, ethnicity, and geography) in order to promote inclusivity, robust decision-making, and community representation. • Expertise and Qualifications: Some municipalities require only that its governance group members reside in or own a business in the city and demonstrate an interest in the committee subject matter. However, some governance groups—like the Planning Commission—may benefit from specialized expertise or a minimum baseline knowledge within their membership. In particular, groups charged with oversight responsibilities or that deal in highly technical topics often require some degree of subject-matter familiarity from some or all members. This ensures that members can contribute effectively and make informed recommendations, in collaboration with the subject matter expertise that staff provide. 17 Maryland Municipal League: Citizen Boards, Commissions and Committees 18 Local Government Citizen Advisory Boards, MRSC 82 CC 03-05-2024 82 of 386 Enterprise Leadership Assessment | 26 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Current Conditions The processes to select and appoint members of commissions and committees is outlined via various City Council resolutions. For example, Resolution 16-137 establishes processes related to recruitment and appointments. In alignment with best practice, the City has also taken steps to expand diversity within the governance groups by adopting Resolution 03-203, which affirms the intention to embrace the City’s demographic diversity when making appointments. The Municipal Code outlines some considerations for selection criteria for some, but not all, groups. For example, the Housing Commission chapter notes criteria that the Council should prioritize when appointing members (like applicants who are familiar with the operation of affordable housing or who are renters). However, several groups do not have clear standards or criteria for minimum qualifications for positions within groups that would benefit from technical expertise. Notably, the Planning Commission does not have any documented criteria. Without minimum (or even desired) qualification requirements, it is difficult to ensure that applicants have subject matter familiarity related to the governing group on which they serve. The City does not currently require governance group members to wait a period of time before applying for new governance roles. As such, governance group members can serve in multiple consecutive positions across various groups. Recommendations • Review the qualification criteria for each commission and committee to determine if the City would benefit from adjustments: ○ Consider establishing qualification criteria for select groups to help ensure that the City’s advisory groups contain members with baseline subject matter familiarity to productively engage in their advisory capacity. ○ Consider establishing a waiting period for current governance group members looking to apply for new positions. The goal of this shift would be to encourage broader participation and representation within governance groups. ○ Consider adopting standard commission and committee member interview questions that are germane to their roles and responsibilities. • Appendix A contains a summary of the current selection criteria for each group as documented in the City’s Municipal Code. 83 CC 03-05-2024 83 of 386 Enterprise Leadership Assessment | 27 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY 10. Observation Commission and committee operations—including onboarding, meeting procedures, work plans, and reporting—are not always consistent or effective. Recommendation A. Continue efforts to expand and formalize onboarding and training expectations for both commissions and committees. B. Clarify the process and expectation for cancelling unnecessary meetings. C. Consider adopting the practice of requiring annual work plans for each commission and committee. Best Practice Onboarding and Training Onboarding and training for new commission or committee members are crucial for smooth integration into their roles and the effective functioning of the commission or committee. By implementing a robust onboarding and training program, commissions or committees can facilitate effective participation and engagement of new members. This leads to informed decision-making, collaboration, and overall success of the group’s work in serving the community. In most aspects, governance group orientations often follow a similar (if abbreviated) format to that of Council orientations (see the City Council Onboarding and Training section). However, committee and commission orientations often focus on additional areas: • Subject Matter Training: Governance group orientation typically includes some degree of subject matter training or resources to help new members familiarize themselves with the area of focus of the commission or committee. By providing background information, relevant research, and resources, new members can build their knowledge and expertise in their respective areas. • Roles and Responsibilities: Clarifying the roles and responsibilities of the governance group chair, members, and staff can be helpful to support smooth operations. In particular, the chair will play a large role in ensuring productive meetings by facilitating discussions and keeping the group focused. • Staff Support: Governance group orientations should clearly outline what type of support the group will receive from their staff liaison, as well as introduce other important staff contacts (like the City Clerk’s Office). Meeting Procedures Commission and committee meeting procedures should be established in code and/or other formal documents. In terms of meeting cadence, there are no established standards for meeting frequency. Rather the cadence should be based on the needs of the committee or commission’s function. If there is not active work to accomplish, the group should have a provision to cancel unnecessary meetings. 84 CC 03-05-2024 84 of 386 Enterprise Leadership Assessment | 28 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Annual Work Plans It is best practice for advisory groups to develop an annual work plan that outlines the group’s priorities, timelines, and any relevant deliverables.19 Regular review of progress and adjustment to the work plan may be required over the course of the year. This type of planning document can help ensure groups are focused on the highest priority work and reduce scope expansion. Given that advisory groups do not have assigned staff to complete operational work, it is important to note that the annual work plans can only refer to work that group members will produce themselves. In addition, work plans should be aligned with and support major City goals, priorities, and/or Work Program items. Reporting The reporting structure and expectations for how commissions or committees share information with City Council should be documented. Establishing clear lines of communication and reporting to the governing body ensures that recommendations are documented and considered in decision-making processes. Committees and commissions usually communicate with the governing body and the public by means of written reports, public hearings, and/or verbal communication. In addition, the new Council Procedures Manual requires that at least one commission member be present at Council meetings when the commission’s recommendations are being considered to help facilitate direct communication. Current Conditions Onboarding and Training The City has developed a general onboarding presentation for commissions. The focus of the onboarding presentation is the material covered in the Commission Handbook, including structure of government; commission purpose; attendance; public meetings (Brown Act); conflicts of interest; parliamentary procedures; ethics; City Work Program; and communications. However, there are opportunities to enhance the effectiveness of the onboarding process. • It is unclear whether this training is presented to committees. • As noted in the Commission and Committee Structure section, there have been ongoing challenges ensuring that all governance group members understand that their core function is advisory in nature and that they cannot direct staff on administrative matters or assign work tasks. • Interviewed staff noted that the current orientation is fairly short and does not go into depth on any issues. The training does not touch on specific responsibilities. For example, some staff noted that the role of the chair is often not specifically addressed, and note-taking processes vary by group. Meeting Procedures Meeting cadence varies widely by group, which is to be expected given their differing scopes. Staff report that groups which meet frequently (once or twice per month) have frequently resisted the idea of cancelling meetings when there are no active agenda items. This suggests that additional training 19 Local Government Citizen Advisory Boards, MRSC 85 CC 03-05-2024 85 of 386 Enterprise Leadership Assessment | 29 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY and guidance from staff on this issue may be beneficial to make better use of staff and governing group members’ time, and that meeting frequency could be evaluated. Work Plans The City does not require annual work plans for any of their governance groups. In the absence of defined priorities or clear direction from Council, some interviewees noted that governing groups will occasionally find new projects to take on that are outside the scope of the group’s intended role. Reporting The City hosts a monthly meeting where all commissions can report on progress and upcoming activities to the Mayor. Recommendations • Continue efforts to expand and formalize onboarding and training expectations for both commissions and committees. In particular, it may be helpful to expand the current orientation process and establish consistent processes to provide subject matter training for relevant groups. Providing opportunities for peer-to-peer learning across governance groups may also be helpful. • Provide additional support for groups that meet frequently (at least once per month) to clarify the process and expectation for cancelling unnecessary meetings. It may be beneficial to introduce a regular check-in between the chair and staff liaison when finalizing agendas to determine if there is a need for the subsequent meeting. • Consider adopting the practice of requiring annual work plans for each commission and committee, that aligns with City’s goals, priorities, and/or Work Program. The development of annual work plans would need to be supported by staff to ensure they are targeted, meaningful, and reasonable in scope. In many cities, staff liaisons develop draft work plans that are then reviewed, edited, and approved by the group they support. 11. Observation The staff time used to support governance groups represents a significant investment of City resources. Recommendation A. Review the practice of requesting department directors attend commission and committee meetings. B. Provide training for staff liaisons annually and when a new individual takes on the liaison role. Best Practice Staff support is a crucial element to ensure governance groups can operate smoothly, leverage expertise, and make informed decisions. Staff from across the organization may support different elements of the governance groups, including: 86 CC 03-05-2024 86 of 386 Enterprise Leadership Assessment | 30 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY • Administrative support for meetings (including agenda development, meeting logistics, and taking meeting minutes) • Compliance support • Legal advice • Subject matter expertise • Training and onboarding It is common practice to assign a specific staff liaison to provide the primary administrative support and subject matter expertise. Within this setting, it is critical to support liaisons with documentation and training on processes, responsibilities, and expectations. The most critical best practice is to ensure that roles and responsibilities are clearly defined for all parties. Both staff and governance group members should understand their specific duties, expectations, areas of expertise, and limitations. Current Conditions In alignment with best practice, the City has established staff liaison roles to support each commission and committee. In the instances where staff liaison roles are not already filled by a department director, some department directors have recently been asked to participate in these meetings in addition to the staff liaison. While the intention behind this shift was to provide additional support to staff, some interviewees noted that this has created challenges to the staff liaison’s authority and sense of responsibility. When department directors are present, it can undermine the staff liaison’s position and can create confusion about roles. Supporting governance groups requires significant investment of staff time and City resources. A 2023 review performed by the City estimated that required annual staff liaison time to provide this support totaled more than 4,600 hours.20 In addition to staff liaison hours, the report notes that the “City Clerk’s Office spends significant time (over 1,000 hours) per year on administrative duties for commissions such as orientation, training, and assisting with agendas. The City Attorney’s Office also supports certain commission and committee items and staffs the Planning Commission.” Some interviewed staff reported significant challenges to accomplishing the workload associated with supporting these groups. In particular, the City Clerk’s Office has been struggling with understaffing, which has had a negative impact of their ability to both support governance groups and accomplish other work priorities. January 17 Staff Report – Staff Liaison Hour Summary 21 Commission Annual Staff Liaison Hours Committee Annual Staff Liaison Hours Bicycle Pedestrian 240 Administrative Hearing Committee 30 Arts and Culture 200 Audit Committee 230 20 City Council Staff Report January 17: Study Session to consider modifying Municipal Code Title 2 regarding compositions and responsibilities of existing Commissions and Committees 21 City Council Staff Report January 17: Study Session to consider modifying Municipal Code Title 2 regarding compositions and responsibilities of existing Commissions and Committees 87 CC 03-05-2024 87 of 386 Enterprise Leadership Assessment | 31 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Commission Annual Staff Liaison Hours Committee Annual Staff Liaison Hours Housing 220 Disaster Council 30 Library 350 Economic Development 60 Parks and Recreation 750 Environmental Review 80 Planning 1100 Design Review 40 Public Safety 200 Legislative Review 400 Sustainability 220 Total 870 TICC 120 Teen 300 Total 3,740 In alignment with best practice, the City has documented the liaison duties and expectations. However, the City does not provide annual trainings for new and returning staff liaisons. Recommendations • Review the practice of requesting department directors attend commission and committee meetings. If it is determined that this practice does make sense within the City’s operating environment, it will be critical to distinguish between the role of the staff liaison and the department director. If both department directors and staff liaisons are to attend the meeting, clear expectations for roles and responsibilities should be delineated and communicated. Department directors should reinforce the expertise and role of the staff liaison, while supporting staff in managing the effective function of the commission. • Provide training for staff liaisons at least annually, and when a new individual takes on the liaison role. Ideally, this training would include key meeting protocols, roles and responsibilities, City policies, and tactics to help the groups stay focused on priorities, reinforce appropriate roles and responsibilities, and address conflicts. • Continue efforts to right-size the number of committees and commissions to more effectively utilize staff time. See Commission and Committee Structure section for more details. 88 CC 03-05-2024 88 of 386 Enterprise Leadership Assessment | 32 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY 12. Observation City staff continue to experience a high degree of organizational change and uncertainty. Within this context, it is critical for the City’s management team to provide active communication and change management to increase support of staff. Recommendation Identify and implement expanded communication and change management practices to improve workplace culture. Best Practice Effective communication and change management with city staff are crucial for successful organizational operations and implementation of new initiatives:22, 23, 24 The following are common best practices to help staff navigate significant organizational change or upheaval: • Transparent Communication: Foster a culture of transparent communication by providing regular updates, sharing information, and actively engaging with staff members. Be open about organizational goals, changes, and challenges, and encourage two-way communication where staff can ask questions, share feedback, and express concerns. • Clear and Timely Messaging: Ensure that messages about organizational changes, new initiatives, or important updates are clear, concise, and timely. Use multiple communication channels, such as staff meetings, emails, intranet, or newsletters, to reach staff members effectively. Tailor messages to different departments or levels of the organization, as needed. • Change Management Strategy: For any major organizational change, develop a change management strategy to guide the related communications. This strategy should include: ○ A clear vision/message that communicates why the change is taking place. Without a clear understanding of the need for change, it is difficult to gain buy-in. ○ A communication plan that outlines the specific communication milestones, methods, and responsible parties. The communication plan should clearly identify what is changing, how it is changing, who will be affected, how City customers will be affected, and when the change will occur. ○ Mechanisms for staff involvement and feedback. Wherever possible, employees should be engaged prior to announcing new changes to define the problem, provide input on potential concerns, and provide suggestions to improve implementation. ○ Training programs, if relevant, to build new staff knowledge and skills. • Staff Involvement and Empowerment: Involve staff members in the change process by soliciting their input, ideas, and concerns. Encourage their active participation in decision-making, problem- solving, and identifying areas for improvement. Empower staff by providing opportunities for training, skill development, and growth aligned with the changes being implemented. • Feedback and Recognition: Create mechanisms for staff to provide feedback on the change process and the impact it has on their work. Actively listen to their concerns, address issues 22 Council-Staff Communication Guidelines, ICMA 23 Preparing for a Culture of Change and Innovation, ICMA 24 Mistakes to Avoid When Communicating Change, ICMA 89 CC 03-05-2024 89 of 386 Enterprise Leadership Assessment | 33 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY promptly, and acknowledge their contributions and efforts. Recognize and reward staff members who adapt well to change and contribute positively to organizational goals. Current Conditions The City has undergone and continues to experience a high degree of organizational change and uncertainty. In particular, the high turnover in key leadership positions within the City and the ongoing turmoil in relation to Council/staff relationships has reportedly resulted in low employee morale and a strong (and understandable) resistance to additional change. Some interviewed staff reported the need for strong levels of communication for leadership and a desire for more engagement and inclusion in decision-making processes—especially on topics that greatly impact staff such as flexible work arrangements. Within this environment, it becomes highly important that the City’s management team is engaged in active communication, change management, and support of staff to help the organization weather change and improve the workplace culture. Recommendations • The City’s management team should collaborate to identify and implement expanded communication and change management practices as a means of supporting staff and helping to improve workplace culture. Options may include: ○ Communication Alignment: The City’s leadership team may benefit from establishing specific processes to explicitly identify what information needs to be shared with staff and who is responsible for sharing it. This can be as simple as a checklist that is used at the end of each management team meeting to discuss: − What information (if any) needs to be communicated out to staff? − Who is responsible for communicating it (individual vs. all department directors)? − How will the message be shared (email, verbal, etc.)? − When will the information go out? ○ Engagement Surveys: Regular (quarterly or semi-annual) employee engagement surveys can provide a means to track baseline and trends. By reviewing and acting upon feedback, the leadership team can continue to build trust with staff. ○ Change Management Training: The City’s management team may benefit from training on communication and change management best practices. By participating in such trainings as a team, City management can then develop a shared vocabulary and begin to identify opportunities to make positive changes to current communication practices. 90 CC 03-05-2024 90 of 386 Enterprise Leadership Assessment | 34 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY APPENDIX A: COMMISSION AND COMMITTEE SELECTION CRITERIA The following table contains a summary of the current selection criteria for each governance group as documented in the City’s Municipal Code. Governance Group Title Selection Criteria Administrative Hearing Committee • N/A Arts and Culture Commission • Members cannot be an official or employee of the City • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission • Three members must be City residents • Membership will be drawn to represent the arts, citizens and business community on an approximately equal basis Audit Committee • A minimum of two and a maximum of three at large members cannot be officials or employees of the City • A minimum of two and a maximum of three at large members cannot cohabitate or be related to a member of the Committee, the City Manager, or the staff persons assigned to the Committee • Members must be a City resident, apart from the at-large member • In selecting an at-large member, the City Council shall give priority to individuals who have substantial accounting, audit, or investment experience, preferably in connection with a governmental agency Bicycle Pedestrian Commission • Members cannot be an official or employee of the City • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission • Members must be City residents Disaster Council • N/A Housing Commission • The commission will include four community members and one representative from a Cupertino business • Members cannot be an official or employee of the City 91 CC 03-05-2024 91 of 386 Enterprise Leadership Assessment | 35 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Governance Group Title Selection Criteria • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission • Members must be City residents, apart from the representative of a business • The business representative must represent a business that is located in the City • In selection of community members, the City Council may give priority to: ○ Applicants who represent the Community Development Block Grant (CDBG) target areas as described in the City's Consolidated Plan; ○ Applicants who are familiar with the operation of affordable housing; ○ Applicants who represent non-profit community organizations; and ○ Applicants who are knowledgeable about the housing needs of groups targeted for affordable housing development which include, but are not limited to, the following: − Seniors − Single parent families − Homeless persons − Families of low income − Disabled persons − Renters − First time homebuyers Library Commission • Members cannot be an official or employee of the City • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission Parks and Recreation Commission • Members cannot be an official or employee of the City • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission • Members must be City residents Planning Commission • Members cannot be an official or employee of the City • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission 92 CC 03-05-2024 92 of 386 Enterprise Leadership Assessment | 36 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Governance Group Title Selection Criteria • Members must be City residents • Members must be qualified electors in the City Public Safety Commission • Members cannot be an official or employee of the City • Members cannot be part of the Sheriff’s Department of the County, either regular or reserve, or members of the Central Fire Protection District • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission • Members must be City residents Sister City Committee • N/A Sustainability Commission • Members cannot be an official or employee of the City • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission • The Commission must include: ○ One representative from a Cupertino-based business, ○ One representative from a Cupertino-based primary, secondary, or higher educational institution, and ○ Three community members. • Members must be City residents, apart from the business and educational institution representatives • Business and educational institution representatives must represent organizations that are located in the City • In selection of community members, the City Council may give priority to: ○ Applicants who represent the target sectors and partners as described in the Cupertino Climate Action Plan (hereinafter referred to in this Chapter as "CAP") ○ Applicants who are familiar with climate change mitigation and adaptation strategies, greenhouse gas emissions inventories, resource and utility conservation, sustainability, and behavior change ○ Applicants who represent non-profit community organizations and environmental interest groups Technology, Information, and Communications Commission • Members cannot be an official or employee of the City • Members cannot cohabitate or be related to a member of the Commission, the City Manager, or the staff persons assigned to the Commission 93 CC 03-05-2024 93 of 386 Enterprise Leadership Assessment | 37 FOR INTERNAL USE OF CITY OF CUPERTINO ONLY Governance Group Title Selection Criteria • Members must be qualified electors in the City Teen Commission • Members cannot be an official or employee of the City • Members cannot be related to any official or employee of the City • Members must be City residents • Members must include at least one person from each public middle school and public high school in Cupertino, if possible • Members may attend schools outside of the City limits, or be schooled at home • Members must be in the 8th through 11th grade at time of appointment • Members should reflect the broadest possible representation of Cupertino youth 94 CC 03-05-2024 94 of 386 95 CC 03-05-2024 95 of 386 CITY OF CUPERTINO Agenda Item 24-12928 Agenda Date: 3/5/2024 Agenda #: 1. Subject: Recognition of March as American Red Cross Month Recognize March as American Red Cross Month CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™96 CC 03-05-2024 96 of 386 97 CC 03-05-2024 97 of 386 CITY OF CUPERTINO Agenda Item 24-12927 Agenda Date: 3/5/2024 Agenda #: 2. Subject: Recognition of March as Youth Art Month Recognize March as Youth Art Month CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™98 CC 03-05-2024 98 of 386 99 CC 03-05-2024 99 of 386 CITY OF CUPERTINO Agenda Item 23-12647 Agenda Date: 3/5/2024 Agenda #: 3. Subject: Approve the February 21, 2024 City Council minutes Approve the February 21, 2024 City Council minutes CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™100 CC 03-05-2024 100 of 386 DRAFT MINUTES CUPERTINO CITY COUNCIL Wednesday, February 21, 2024 SPECIAL MEETING At 5:30 p.m., Mayor Sheila Mohan called the Special City Council Meeting to order in Cupertino City Hall Conference Room C, 10300 Torre Avenue. ROLL CALL Present: Mayor Sheila Mohan, Vice Mayor J.R. Fruen, and Councilmembers Liang Chao, Kitty Moore, and Hung Wei. Absent: none. In open session prior to closed session, Mayor Mohan opened the public comment period regarding any item on the agenda. No members of the public requested to speak, and Mayor Mohan closed the public comment period. CLOSED SESSION 1. Subject: Conference with legal counsel - existing litigation pursuant to Government Code § 54956.9 (City of Cupertino v. California Department of Tax & Fee Administration) Council met with legal counsel regarding the existing litigation (City of Cupertino v. California Department of Tax & Fee Administration). At 6:05 p.m., Mayor Mohan recessed the meeting. OPEN SESSION At 6:45 p.m., Mayor Mohan reconvened the Special City Council Meeting in open session and led the Pledge of Allegiance in the Cupertino Community Hall Council Chamber, 10350 Torre Avenue and via teleconference. ROLL CALL 101 CC 03-05-2024 101 of 386 City Council Minutes February 21, 2024 Page 2 Present: Mayor Sheila Mohan, Vice Mayor J.R. Fruen, and Councilmember s Liang Chao, Kitty Moore, and Hung Wei. Absent: none. CLOSED SESSION REPORT City Attorney Jensen conducted an open session report regarding the closed session hea rd at 5:30 p.m. There was no reportable action. CEREMONIAL ITEMS – None POSTPONEMENTS AND ORDERS OF THE DAY 2. Subject: Cessation of Hybrid Commission and Committee Meetings (Postponed from February 6, 2024) Recommended Action: Continue the item to a date to be identified by staff in consultation with the Mayor MOTION: Fruen moved and Wei seconded to continue Item 2 Cessation of Hybrid Commission and Committee Meetings to a date to be determined. The motion carried with the following vote: Ayes: Mohan, Fruen, Chao, Moore, and Wei. Noes: None. Abstain: None. Absent: None. ORAL COMMUNICATIONS Written communications for this item included emails to Council. The following people spoke: Jennifer Griffin discussed Cupertino's sales tax revenue and the Housing Element. Jeff Foster discussed the Union Pacific Railroad and Rails to Trails Conservancy organization (submitted written comments). Lisa Warren discussed Item 2, written communications, and the Rise project. Peggy Griffin discussed the Housing Element (submitted written comments). Rhoda Fry discussed the Vallco (Rise) project and BMR (Below Market Rate) Housing Fund. Louise Saadati discussed State of the City and City presentations, Item 2, and the Rise project. 102 CC 03-05-2024 102 of 386 City Council Minutes February 21, 2024 Page 3 Tyler Hawes, representing Civic Bell, discussed the Civic Bell organization. San R discussed the budget, City fees, a City survey, and Item 2. Long Jiao representing Cupertino Voice discussed the Cupertino Voice organization and Item 8. Call-In User_1 discussed a Code Enforcement matter. CONSENT CALENDAR (Items 3-7) Mayor Mohan opened the public comment period and, seeing no one, closed the public comment period. MOTION: Wei moved and Fruen seconded to approve the items on the Consent Calendar except for item 6 which was pulled for discussion. The motion carried with the following vote: Ayes: Mohan, Fruen, Chao, Moore, and Wei. Noes: None. Abstain: None. Absent: None. Item 6 was placed after the Action Calendar for consideration. 3. Subject: Approve the January 29, 2024 City Council minutes Recommended Action: Approve the January 29, 2024 City Council minutes 4. Subject: Approve the January 30, 2024 City Council minutes Recommended Action: Approve the January 30, 2024 City Council minutes 5. Subject: Approve the February 6, 2024 City Council minutes Recommended Action: Approve the February 6, 2024 City Council minutes 7. Subject: Coffee Society Lease Agreement, 10800 Torre Avenue, Cupertino, CA 95014. Recommended Action: Authorize the City Manager to execute a five-year lease agreement with the Coffee Society. PUBLIC HEARINGS – None ACTION CALENDAR 8. Subject: Potential November 2024 Revenue Tax Measure Opinion Research Recommended Action: Forego opinion polling and additional efforts at a November 2024 revenue-generating ballot initiative Presenter: Thomas Leung, Budget Manager 103 CC 03-05-2024 103 of 386 City Council Minutes February 21, 2024 Page 4 Written communications for this item included a staff presentation, desk item with staff responses to councilmember questions, and emails to Council. Budget Manager Thomas Leung gave a presentation. Councilmembers asked questions and made comments. Mayor Mohan opened the public comment period and the following people spoke. Long Jiao, representing Cupertino Voice, as noted under Oral Communications (submitted written comments) Jennifer Griffin Rhoda Fry Louis Saadati San R Srividya Mayor Mohan closed the public comment period. MOTION: Wei moved and Moore seconded accept the recommended action to forego opinion polling and additional efforts at a November 2024 revenue-generating ballot initiative. The motion carried with the following vote: Ayes: Mohan, Fruen, Chao, Moore, and Wei. Noes: None. Abstain: None. Absent: None. At 7:57 p.m., Mayor Mohan recessed the meeting. The meeting reconvened at 8:03 p.m. with all Councilmembers present. 9. Subject: Accept the City Manager’s Mid-Year Financial Report for Fiscal Year 2023-24 Recommended Action: 1. Accept the City Manager’s Mid-Year Financial Report for Fiscal Year 2023-24 2. Adopt Resolution No. 24-020 approving Budget Modification No. 2324-326, increasing appropriations by $10,057 and revenues by $807,672. Presenter: Thomas Leung, Budget Manager Written communications for this item included a staff presentation, supplemental report with staff responses to councilmember questions, desk item with staff responses to councilmember questions and amended Attachments G – FY 2022-23 Special Projects Update and H – FY 2023-24 Mid-Year Special Projects Update, and emails to Council. Administrative Services Director Kristina Alfaro and Budget Manager Thomas Leung gave a presentation. 104 CC 03-05-2024 104 of 386 City Council Minutes February 21, 2024 Page 5 Councilmembers asked questions and made comments. Mayor Mohan opened the public comment period and the following people spoke. Jennifer Griffin Peggy Griffin (submitted written comments) Rhoda Fry San R Sri Nagarajan Deepa Mahendraker Tracy K Mayor Mohan closed the public comment period. SECOND SUBSTITUTE MOTION: Fruen moved and Chao seconded a second substitute motion for the staff recommended action to: 1. Accept the City Manager’s Mid-Year Financial Report for Fiscal Year 2023-24; 2. Adopt Resolution No. 24-020 approving Budget Modification No. 2324-326, increasing appropriations by $10,057 and revenues by $807,672; and 3. Direct staff further to follow up with Councilmember Moore with respect to all of her questions involving the reconciliation that she would like. Council did not vote on this motion. AMENDED SECOND SUBSTITUTE MOTION: Fruen amended the second substitute motion for the staff recommended action to: 1. Accept the City Manager’s Mid-Year Financial Report for Fiscal Year 2023-24; 2. Adopt Resolution No. 24-020 approving Budget Modification No. 2324-326, increasing appropriations by $10,057 and revenues by $807,672; and 3. With additional direction to staff to follow up with all Councilmembers by the end of the week to solicit their questions that they might have with respect the item. (Chao accepted Fruen’s amendment). The amended second substitute motion failed with the following vote: Ayes: Fruen and Chao. Noes: Mohan, Moore, and Wei. Abstain: None. Absent: None. SUBSTITUTE MOTION: Moore moved and Chao seconded a substitute motion to reconcile Attachment C (Description of Carryovers and Adjustments through December 31, 2023) with the Fiscal Year 2023-24 Mid-Year Special Projects for completion and/or removal of some line items and return to Council with that information and a newly recommended budget modification. The substitute motion failed with the following vote: Ayes: Chao and Moore. Noes: Mohan, Fruen, and Wei. Abstain: None. Absent: 105 CC 03-05-2024 105 of 386 City Council Minutes February 21, 2024 Page 6 None. MOTION: Wei moved and Chao seconded the staff recommendation to: 1. Accept the City Manager’s Mid-Year Financial Report for Fiscal Year 2023-24 2. Adopt Resolution No. 24-020 approving Budget Modification No. 2324-326, increasing appropriations by $10,057 and revenues by $807,672. The motion carried with the following vote: Ayes: Mohan, Fruen, Chao, and Wei. Noes: Moore. Abstain: None. Absent: None. 10. Subject: Amendments to the Cupertino Municipal Code Chapter 3.22 (Purchase of Supplies, Materials, Equipment and Services) and Chapter 3.23 (Public Works Contract and Bidding Procedures) of Title 3 (Revenue and Finance) Recommended Action: Conduct the first reading of Ordinance No. 24-2254: “An Ordinance of the City Council of the City of Cupertino Amending Chapters 3.22 and 3.23 of the Municipal Code regarding the purchase of goods and services, and contract and bidding procedures for public work contracts.” Presenter: Greg Card, Purchasing Manager Written communications for this item included a staff presentation, supplemental report with staff responses to councilmember questions, and Purchasing Matrix. Purchasing Manager Greg Card gave a presentation. Councilmembers asked questions and made comments. Mayor Mohan opened the public comment period and the following people spoke. Peggy Griffin (submitted written comments) Rhoda Fry Mayor Mohan closed the public comment period. The City Clerk noted a typo in the Ordinance No. listed on the agenda which was corrected to 24-2255. City Clerk Kirsten Squarcia read the title of Ordinance No. 24-2255: “An Ordinance of the City Council of the City of Cupertino Amending Chapters 3.22 and 3.23 of the Municipal Code regarding the purchase of goods and services, and contract and bidding procedures for public work contracts.” MOTION: Chao moved and Fruen seconded the recommended action to conduct the 106 CC 03-05-2024 106 of 386 City Council Minutes February 21, 2024 Page 7 first reading of Ordinance No. 24-2255; and for the City Clerk to read the title of Ordinance No. 24-2255, that further reading of the Ordinance be waived, and that the City Council conduct the first reading of the Ordinance by title only. The motion carried with the following vote: Ayes: Mohan, Fruen, Chao, Moore, and Wei. Noes: None. Abstain: None. Absent: None. At 9:57 p.m., Mayor Mohan recessed the meeting. The meeting reconvened at 10:01 p.m. with all Councilmembers present. ITEMS REMOVED FROM THE CONSENT CALENDAR 6. Subject: Ratifying Accounts Payable for the periods ending December 29, 2023; January 5, 2024; January 12, 2024; January 19, 2024; and January 26, 2024 Recommended Action: A. Adopt Resolution No. 24-015 ratifying Accounts Payable for the Period ending December 29, 2023; B. Adopt Resolution No. 24-016 ratifying Accounts Payable for the Period ending January 5, 2024; C. Adopt Resolution No. 24-017 ratifying Accounts Payable for the Period ending January 12, 2024; D. Adopt Resolution No. 24-018 ratifying Accounts Payable for the Period ending January 19, 2024; and E. Adopt Resolution No. 24-019 ratifying Accounts Payable for the Period ending January 26, 2024 This item was pulled from the Consent Calendar for discussion. Written communications for this item included a desk item with staff responses to councilmember questions and emails to Council. Mayor Mohan opened the public comment period and the following people spoke. Jennifer Griffin Rhoda Fry Peggy Griffin Lisa Warren Babu Srinivasan Mayor Mohan closed the public comment period. MOTION: Chao moved and Fruen seconded the staff recommendation to: A. Adopt Resolution No. 24-015 ratifying Accounts Payable for the Period ending 107 CC 03-05-2024 107 of 386 City Council Minutes February 21, 2024 Page 8 December 29, 2023; B. Adopt Resolution No. 24-016 ratifying Accounts Payable for the Period ending January 5, 2024; C. Adopt Resolution No. 24-017 ratifying Accounts Payable for the Period ending January 12, 2024; D. Adopt Resolution No. 24-018 ratifying Accounts Payable for the Period ending January 19, 2024; and E. Adopt Resolution No. 24-019 ratifying Accounts Payable for the Period ending January 26, 2024. The motion carried with the following vote: Ayes: Mohan, Fruen, Chao, Moore, and Wei. Noes: None. Abstain: None. Absent: None. COUNCIL REPORTS AND COMMENTS 11. Subject: Councilmember Reports Councilmembers reported on their various committees and activities as provided in the published agenda. CITY MANAGER REPORT – None ORAL COMMUNICATIONS – CONTINUED – None INFORMATIONAL ITEMS 12. Subject: Receive the Monthly Treasurer's Report for January 2024 Recommended Action: Receive the Monthly Treasurer's Report for January 2024 The information regarding the Monthly Treasurer's Report for January 2024 was provided as part of the published agenda. 13. Subject: Receive the Monthly Treasurer's Investment Report for January 2024 Recommended Action: Receive the Monthly Treasurer's Investment Report for January 2024 The information regarding the Monthly Treasurer's Investment Report for January 2024 was provided as part of the published agenda. 14. Subject: Receive the Treasurer's Investment Report for the Quarter Ending December 31, 2023 Recommended Action: Receive the Treasurer's Investment Report for the Quarter 108 CC 03-05-2024 108 of 386 City Council Minutes February 21, 2024 Page 9 Ending December 31, 2023 The information regarding the Treasurer's Investment Report for the Quarter Ending December 31, 2023 was provided as part of the published agenda. COUNCIL AND STAFF COMMENTS AND FUTURE AGENDA ITEMS Chao and Moore added a study session on the draft housing element process. ADJOURNMENT At 10:27 p.m., Mayor Mohan adjourned the Regular City Council Meeting. Minutes prepared by: _________________________ Kirsten Squarcia, City Clerk 109 CC 03-05-2024 109 of 386 CITY OF CUPERTINO Agenda Item 23-12630 Agenda Date: 3/5/2024 Agenda #: 4. Subject:Second reading of an ordinance to make amendments to the Cupertino Municipal Code Chapter 3.22 (Purchase of Supplies, Materials, Equipment and Services) and Chapter 3.23 (Public Works Contract and Bidding Procedures) of Title 3 (Revenue and Finance) Conduct the second reading and enact Ordinance No. 24-2255: “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AMENDING CHAPTERS 3.22 AND 3.23" CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™110 CC 03-05-2024 110 of 386 CITY COUNCIL STAFF REPORT Meeting: March 5, 2024 Subject Second reading of an ordinance to make amendments to the Cupertino Municipal Code Chapter 3.22 (Purchase of Supplies, Materials, Equipment and Services) and Chapter 3.23 (Public Works Contract and Bidding Procedures) of Title 3 (Revenue and Finance) Recommended Action Conduct the second reading and enact Ordinance No. 24-2255: “An Ordinance of the City Council of the City of Cupertino Amending Chapters 3.22 and 3.23” Reasons for Recommendation Not applicable Sustainability Impact No sustainability impact. Fiscal Impact No fiscal impact. California Environmental Quality Act Not applicable. _____________________________________ Prepared by: Gregory Card, Purchasing Manager Reviewed by: Kristina Alfaro, Director of Administrative Services Reviewed by: Christopher Jensen, City Attorney Reviewed by: Matt Morley, Assistant City Manager Approved for Submission by: Pamela Wu, City Manager Attachments: A – Draft Ordinance No. 24-2255 111 CC 03-05-2024 111 of 386 1 ORDINANCE NO. 24-2255 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AMENDING CITY CODE CHAPTERS 3.22 AND 3.23 The City Council of the City of Cupertino finds that: WHEREAS, this Ordinance makes revisions to the Cupertino Municipal Code to introduce improvements, provide clarity and implement best practices for the purchase of goods, services or public work contracts for improved administration of the City purchasing processes. NOW, THEREFORE, THE CITY COUNCIL OF THE OF CITY OF CUPERTINO DOES ORDAIN AS FOLLOWS: SECTION 1. Adoption. The Cupertino Municipal Code is hereby amended as set forth in Attachment A. SECTION 2: Severability and Continuity. The City Council declares that each section, sub-section, paragraph, sub-paragraph, sentence, clause and phrase of this ordinance is severable and independent of every other section, sub-section, paragraph, sub-paragraph, sentence, clause and phrase of this ordinance. If any section, sub-section, paragraph, sub-paragraph, sentence, clause or phrase of this ordinance is held invalid, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, the City Council declares that it would have adopted the remaining provisions of this ordinance irrespective of such portion, and further declares its express intent that the remaining portions of this ordinance should remain in effect after the invalid portion has been eliminated. To the extent the provisions of this Ordinance are substantially the same as previous provisions of the Cupertino Municipal Code, these provisions shall be construed as continuations of those provisions and not as an amendment to or readoption of the earlier provisions. SECTION 3: Effective Date. This Ordinance shall take effect thirty days after adoption as provided by Government Code Section 36937. 112 CC 03-05-2024 112 of 386 Ordinance No. 24-2255 2 SECTION 4: Publication. The City Clerk shall give notice of adoption of this Ordinance as required by law. Pursuant to Government Code Section 36933, a summary of this Ordinance may be prepared by the City Clerk and published in lieu of publication of the entire text. The City Clerk shall post in the office of the City Clerk a certified copy of the full text of the Ordinance listing the names of the City Council members voting for and against the ordinance. INTRODUCED at a special meeting of the Cupertino City Council on February 21, 2024 and ENACTED at a regular meeting of the Cupertino City Council on March 5, 2024 by the following vote: Members of the City Council AYES: NOES: ABSENT: ABSTAIN: SIGNED: ______________________ Sheila Mohan, Mayor City of Cupertino ________________________ Date ATTEST: _______________________ Kirsten Squarcia, City Clerk ________________________ Date APPROVED AS TO FORM: _______________________ Christopher D. Jensen, City Attorney ________________________ Date 113 CC 03-05-2024 113 of 386 Attachment A - Page 1 Attachment A – An Ordinance of the City Council of the City of Cupertino Amending City Code Chapters 3.22 And 3.23 The sections of the Cupertino Municipal Code set forth below are amended or adopted as follows: Text added to existing provisions is shown in bold double-underlined text (example) and text to be deleted in shown in strikethrough (example). Text in existing provisions is not amended or readopted by this Ordinance. Text in italics is explanatory and is not an amendment to the Code. Where the explanatory text indicates that a new section is being added to the City Code, the new section is shown in plain text. 1. Amendments to Chapter 3.22 (Purchase of Supplies, Materials, Equipment and Services) 3.22.010 Purpose of Chapter. 3.22.020 Definitions. 3.22.030 Purchasing Officer. 3.22.040 Purchase orders, check requests, Purchasing Cards or Use of petty cash funds. 3.22.050 Availability of funds. 3.22.060 Purchasing requirements. 3.22.070 Exemptions. 3.22.010 Purpose of Chapter. This Chapter is enacted to set forth policy to establish efficient procedures for the purchase of supplies, materials, equipment and Services at the lowest possible cost commensurate with quality needed, and to clearly define authority for the purchasing function of the City. 3.22.020 Definitions. For the purposes of this Chapter, the following words and phrases shall have the meanings given in this section. 1. “Bid” means any competitive price-based bid submitted to the City for purchases and contracts for supplies, materials, equipment, and/or Services. 2. “Lowest responsible bidder” means the lowest monetary bidder who has demonstrated the attribute of trustworthiness as well as quality, fitness, capacity and experience to satisfactorily perform the contract. 114 CC 03-05-2024 114 of 386 Ordinance No. 24-2255 Attachment A - Page 2 3. ”Proposal” means a competitive submittal that is evaluated based on vendor qualifications, project approach, costs and other requirements for purchases and contracts for Services. 4. “Purchases” Purchases of supplies and equipment shall include leases or rentals, as well as transactions by which the City acquires ownership. 5. “Purchasing Manager” means the principal purchasing official responsible for developing policy and ensuring compliance in the procurement of goods and services in accordance with applicable law. 6. “Purchasing Officer” means the City Manager or any other official or officials designated in writing by the City Manager for administration of this Chapter. 7. “Services” means any and all services including, but not limited to, professional services, consulting, technology solutions and equipment and maintenance service contracts. The term does not include services rendered by City officers or employees, or professional or other services which are by nature unique or for which the procedure for procurement is specifically provided by law. 8. “Supplies”, “materials” and “equipment” means any and all articles, things or tangible personal property furnished to or to be used by the City. 3.22.030 Purchasing Officer. A. The Purchasing Officer of the City is vested with the authority for the purchase of supplies, materials, equipment, and Services. When the provisions and intent of this Chapter may be best served by so doing, the Purchasing Officer may authorize in writing any department, or the Purchasing Manager, to investigate, solicit bids or to negotiate the purchase or award of contracts for supplies, materials, equipment or Services for that department, provided that such shall be done in conformity with the procedures prescribed by this Chapter or by duly adopted administrative rules and regulations pertaining thereto. B. The Purchasing Officer shall have the responsibility and authority to: 1. Prepare and adopt policies, administrative rules, regulations and procedures not in conflict with the provisions of this Chapter for the purpose of carrying out the requirements and intent of this purchasing system. 2. Purchase or contract for materials, supplies, equipment, or Services to be performed as may be required by any department of the City in accordance with procedures prescribed by this Chapter or by such administrative rules, policies and procedures as the Purchasing Officer may adopt pursuant thereto. 115 CC 03-05-2024 115 of 386 Ordinance No. 24-2255 Attachment A - Page 3 3.22.040 Purchase Orders or Check Requests Needed–Use of Petty Cash Funds. A. Purchases of supplies, materials, equipment or Services shall be made only by means of purchase orders, purchasing card or check requests processed and issued pursuant to this Chapter. A purchase order or check request shall be valid only when signed by the Purchasing Officer or designee. B. Nothing herein shall preclude the use of authorized petty cash funds for purposes intended by their establishment. 3.22.050 Availability of Funds. The Purchasing Officer shall not issue any purchase order, approve a check request, or award any contract for the acquisition of supplies, materials, equipment or Services, unless there exists an unencumbered appropriation in the funds as approved by City Council resolution adopting procedures for administration of the annual budget. The appropriate account and funds shall be encumbered after the issuance of the purchase order, approval of a check request or award of contract. 3.22.060 Purchasing Requirements. A. Open Market Purchases. The Purchasing Officer may award contracts, issue purchase orders or approve check requests for the acquisition of supplies, materials, equipment or Services in the open market without observing the competitive bidding procedure contained in this Chapter as provided for by the administrative policy. A non-competitive open market purchase will foreseeably equal, or be less than, the amount for public works contracts described in section 22032(a) of the Public Contracts Code. B. Purchases Approved by the Purchasing Officer. In instances where the purchase of supplies, materials, equipment or Services will foreseeably result in the issuance of a purchase order, approval of a check request or the award of a contract that equals, or is less than the amount for public works contracts described in section 22032(b) of the public contracts code, the Purchasing Officer has the authority to take this action. Such action shall be taken only after the informal competitive bidding or proposal procedure described in section F below is followed unless the City Manager finds in writing that the use of the informal competitive bidding or proposal procedure is not practical, undesirable or impossible due to limitations on source of supply, necessary restrictions in specifications, necessary standardization, quality considerations, or if other valid reasons for waiving or exempting the informal competitive bidding or proposal procedures apply. Upon making such a finding, the Purchasing Officer may 116 CC 03-05-2024 116 of 386 Ordinance No. 24-2255 Attachment A - Page 4 dispense with the informal competitive bidding or proposal procedure and make the purchase through any procedure which meets the City’s requirements. C. Purchases Approved by City Council. In instances where the acquisition of supplies, materials, equipment or Services will foreseeably result in the issuance of a purchase order, approval of a check request or the award of a contract in excess of the amount for public works contracts described in section 22032(b) of the Public Contracts Code, the City Council has the authority to take this action. Such action shall be taken after the formal competitive bidding or proposal procedures described in sections D or E are followed unless, pursuant to a recommendation of the City Manager, the City Council finds that the use of the formal competitive bidding or proposal procedures are not practical, undesirable or impossible due to limitations on source of supply, necessary restrictions in specifications, necessary standardization, quality considerations, or if other valid reasons for waiving or exempting the formal competitive bidding or proposal procedures apply. Upon making such a finding, the Council may direct the Purchasing Officer to dispense with the formal competitive bidding or proposal procedure and make the purchase through any procedure which meets the City’s requirements. D. Formal Competitive Bidding Procedures. The formal bidding procedures required for purchases described in Section 3.22.060 (C) shall be to the lowest responsive and responsible bidder pursuant to administrative policy implemented by the Purchasing Officer. E. Formal Competitive Request for Proposal Procedures. The formal proposal procedures required for the selection of the best qualified proposal shall be pursuant to administrative policy implemented by the Purchasing Officer. F. Informal Competitive Bidding or Proposal Procedure. Purchases described in section B shall be pursuant to administrative policy implemented by the Purchasing Officer. 3.22.070 Exemptions. A. Notwithstanding any provision of this Chapter to the contrary, the Purchasing Officer is authorized to issue a purchase order, approve a check request, or award a contract, without adherence to Section 3.22.060 of this Chapter under the following instances: 1. Emergency Purchases. The immediate requirement of supplies, materials, equipment, or Services necessary for the continued operation of a department or for the 117 CC 03-05-2024 117 of 386 Ordinance No. 24-2255 Attachment A - Page 5 preservation of life, health or property shall be deemed an emergency. A full report of the circumstances of an emergency purchase in excess of the amount described in section 3.22.060 (C) shall be filed with the City Council at its next regular meeting after the purchase was made. 2. Recurring or Essential Services. Purchases where reasonable advanced estimates of costs cannot be determined for essential services of a recurring nature. Included in, but not limited to, this authorization are such items as utility services, approved settlements or claims for liability under the City’s insurance program, renewal premium for authorized insurance policies, necessary bonds, all expenditures for the City's payroll and employee benefits and other matters involving unknown estimates of costs. 3. Legal Services. Purchase of legal advice, legal consultation, attorneys, assistants, or special counsel to address legal matters shall be in accordance with Chapter 2.18. B. The following situations are exempt from the informal and formal competitive bid or proposal procedures described in this Chapter. Exemption determinations will be documented and approved by the Purchasing Officer. 1. Purchases From Other Public Agencies. Purchases of supplies, materials, equipment or Services from any other public agency created under the laws of the State of California or the United States Government. 2. Specialized Services Purchase. Specialized services and advice, in accordance with Government Code 37103, for financial, economic, accounting, or administrative matters are exempt from a competitive process. 3. Sole Source Purchase. Purchases from a single entity that possess the unique ability, capability, equipment, technology, patent or copyright to meet the City’s need based on standardization, compatibility or operational requirement. 4. Use of Another Public Agency Cooperative Competitive Solicitation. After another governmental or public agency has completed a competitive procurement process in a manner similar to the bidding or proposal procedures described in this Chapter, and is for the goods or Services desired by the City, the City may award a contract to the selected vendor(s) resulting from that procurement process. 2. Amendments to Chapter 3.23 (Public Works Contract and Bidding Procedures) 3.23.010 Purpose. This Chapter is enacted to enhance competition, to prevent corruption and undue influence in the awarding of public works contracts, and to clarify the City’s competitive bidding requirements established pursuant to Part 3 of the California Public Contract Code, Sections 20100 et seq. 118 CC 03-05-2024 118 of 386 Ordinance No. 24-2255 Attachment A - Page 6 3.23.020 Definitions. As used in this Chapter, the following terms, phrases, words and their derivations shall have the meanings given in this section: 1. “Bid” means any monetary bid submitted to the City in competitive bidding for the construction, alteration, repair or improvement of any structure, building, road or other improvement of any kind. 2. “Lowest responsible bidder” means the lowest monetary bidder who has demonstrated the attribute of trustworthiness as well as quality, fitness, capacity and experience to satisfactorily perform the public works contract sought. 3. “Public works contract” means an agreement for the erection, construction, alteration, repair or improvement of any public structure, building, road or other public improvement of any kind. 4. “Public works project” means any of the following: a. Construction, reconstruction, erection, alteration, renovation, improvement, demolition, and repair work involving any publicly owned, leased, or operated facility; b. Painting or repainting of any publicly owned, leased, or operated facility; c. In the case of a publicly owned utility system, “public project” shall include only the construction, erection, improvement, or repair of dams, reservoirs, powerplants, and electrical transmission lines of 230,000 volts and higher . 5. “Public works project” does not include maintenance work. For purposes of this section, “maintenance work” includes all of the following: a. Routine, recurring, and usual work for the preservation or protection of any publicly owned or publicly operated facility for its intended purposes. b. Minor repainting. c. Resurfacing of streets and highways at less than one inch. d. Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems. e. Work performed to keep, operate, and maintain publicly owned water, power, or waste disposal systems, including, but not limited to, dams, reservo irs, powerplants, and electrical transmission lines of 230,000 volts and higher. 6. For purposes of this Chapter, “facility” means any plant, building, structure, ground facility, utility system, subject to the limitation found in paragraph (c) of subdivision (4), real property, streets and highways, or other public work improvement. 7. “Purchasing Manager” means the principal purchasing official responsible for developing policy and ensuring compliance in the procurement of goods and services in accordance with applicable law. 8. “Purchasing Officer” means the City Manager, Director of Public Works or any other official or officials designated in writing by the City Manager for administration of this Chapter. 119 CC 03-05-2024 119 of 386 Ordinance No. 24-2255 Attachment A - Page 7 3.23.030 Competitive Bidding. Except as otherwise provided for in this Chapter, public works projects with an estimated dollar value in excess of the required dollar value for competitive bidding established by section 22032(a) of the California Public Contracts Code, as may be amended, shall be contracted for pursuant to the procedures prescribed in this Chapter or by State Law. 3.23.040 Notice Inviting Bids. The notice inviting bids shall be in the form and published as follows: A. Notices inviting bids shall include: 1. A distinct description of the public works project to be performed; 2. The location where bid documents, plans and specifications may be secured; 3. The time and place for opening bids; 4. The type and amount of bidder's security required; 5. The class of license required for the public works to be performed; and 6. A statement that the City has the authority to reject any and all bids and may waive any minor technicality or variance from the bid specifications. B. The notice inviting bids shall be: 1. Published in a newspaper of general circulation printed and published in the City at least the number of days specified in Section 22037 of the California Public Contract Code, as may be amended, before the opening of bids; and 2. Provided to all construction and trade journals specified in Section 22036 of the California Public Contract Code, or as may be amended, at least the number of days and by the methods set forth in Section 22037 of the California Public Contracts Code, as may be amended; and 3. Posted on the City’s website or another public bidding platform. 3.23.050 Presentation of Bids–Security Required–Subcontractor Designated in Bid. A. All bids shall be presented under sealed cover (identified by the bid name and number), submitted to the attention of the Purchasing Officer, or designee, via the process described in the notice inviting bids and accompanied by one of the following forms of bidder’s security: 1. Cash; 2. A cashier’s check made payable to the City; 3. A certified check made payable to the City; 4. A bidder's bond executed by an admitted surety insurer, made payable to the City. 120 CC 03-05-2024 120 of 386 Ordinance No. 24-2255 Attachment A - Page 8 B. The security shall be in an amount equal to at least ten percent of the amount of the bid, or such other sum as may be authorized by the California Public Contract Code. A bid shall not be considered unless one of the forms of bidder’s security is enclosed with it. C. Upon award of the contract to the lowest responsible bidder, the security of an unsuccessful bidder shall be returned no later than ninety days from the date the contract is awarded. D. All bidders on a public works project must designate in their bids the name, address, the portion of the work each subcontractor will perform, and other information as required by Section 4101of the California Public Contract Code, as may be amended, of each subcontractor: 1. Who will perform work exceeding one-half of one percent of the prime contractor’s total bid as specified in Section 4104(a)(1), or 2. Who meet or exceed the thresholds for specific types of work as specified in Section 4101(a)(1). 3. The prime contractor shall list only one subcontractor for each portion of work as is defined by the prime contractor in their bid as specified in Section 4104 (b). E. A contractor submitting a bid as the prime contractor shall not also submit a bid as a subcontractor for a competing prime contractor. 3.23.060 Opening Bids. Bids shall be opened on the date stated in the notice inviting bids. A tabulation of all bids received shall be posted on the City’s website on the first working day after 48 hours of the bid opening and will remain posted for a period of not less than fifteen calendar days after the bid opening. Any bid which is submitted after the time specified in the notice shall not be considered. 3.23.070 Award of Contract. Contracts shall be awarded by the City Council to the lowest responsible bidder except as otherwise provided in this Chapter. 3.23.080 Forfeiture of Security. If the successful bidder fails to execute the contract within ten days after the date the notice of award of contract is mailed or provided, unless the City is responsible for the delay, the amount of the bidder’s security shall be forfeited to the City except as provided in Section 3.23.090. 121 CC 03-05-2024 121 of 386 Ordinance No. 24-2255 Attachment A - Page 9 3.23.090 Award of Contract to next Lowest Bidder–Failure to Execute Contract. The City Council may, on refusal or failure of the successful bidder to execute the contract within ten days after the date the notice of award of contract is mailed or provided, unless the City is responsible for the delay, award it to the next lowest responsible bidder. If the City Council awards the contract to the second lowest bidder, the amount of the lowest bidder’s security may be applied by the City to the difference between the low bid and the second lowest bid, and the surplus, if any, shall be returned to the lowest bidder if cash or a check is used, or to the bidder’s surety if a bond is used. 3.23.100 Award of Contract to Next Lowest Bidder–Lowest Bidder Irresponsible– Notice and Hearing. A. The City Council, in its sole discretion, may reject the lowest bid upon specific findings that the lowest bidder is not responsible. To determine responsibility, the City Council may consider, among other things, the bidder’s financial responsibility, type of license, type of equipment, years of experience in construction work, other projects bidder worked on in the last five years, whether bidder has failed to complete any contract, bidder’s ability to be bonded and its quality, fitness, or capacity to satisfactorily perform the work. B. If the City Council rejects the lowest bid upon its determination that the lowest bidder is not responsible, the City shall do the following: 1. Give notice of the City Council’s decision to the lowest bidder, setting forth the reasons why the bidder is not determined the lowest responsible bidder; 2. In the notice, give bidder an opportunity to ask for a pre-award hearing before the City Council on the issue; 3. If hearing is requested, agenda the matter pursuant to California Government Code hearing requirements; 4. After the hearing, the City Council shall make a finding, supported by the evidence on the record, as to the non-responsibility of the lowest bidder. 3.23.110 Rejection of Bids–Identical Bids–Absence of Bids. The City Council, in its sole discretion, may: A. Reject all bids presented and readvertise for new bids; B. Reject any bid that fails to meet the bidding requirements in any respect; C. If two or more bids are the same and the lowest, allow the Purchasing Officer or Purchasing Manager to select one through a blind selection process; 122 CC 03-05-2024 122 of 386 Ordinance No. 24-2255 Attachment A - Page 10 D. If no bids are received, the City Council may have the project done without further complying with this Chapter; E. Waive minor irregularities in any bid received. 3.23.120 Informal Bidding Procedure for Public Works Projects. Except as otherwise required by this Chapter or under state or federal law, the bidding procedures of this Chapter may be dispensed with for public works projects with an estimated dollar value equal to or less than the dollar value specified in Subdivision (b) of Section 22032 of the Public Contract Code, and the following informal bidding procedures substituted: A. The City shall maintain a list of qualified contractors, identified according to categories of work. Minimum criteria for compilation of the contractor list shall be determined by the California Uniform Construction Cost Accounting Commission (“Commission”). All contractors on the list for the category of work being bid and/or all construction trade journals specified by the Commission shall be mailed or emailed a notice inviting informal bids, unless the product or service is proprietary. B. All mailing of notices to contractors and construction trade journals shall be completed not less than the number of days specified in Section 22304 of the California Public Contract Code, or as may be amended, before the date of opening the bids. C. The City Council hereby delegates the authority to award contracts pursuant to informal bidding to the Purchasing Officer. 3.23.130 Exempt from Bidding Requirements. The following are exempt from competitive bidding requirements: A. Emergency Work. If there is a great public calamity, such as an extraordinary fire, flood, storm, epidemic or other disaster, or if it is necessary to do emergency work to prepare for national or local defense, the City Council may pass a resolution by a four- fifths vote declaring that the public interest and necessity demand the immediate expenditure of public money to safeguard life, health or property in accordance with Public Contract Code Section 22050. Upon adoption of the resolution, the City may expend any sum required in the emergency without complying with this Chapter; B. Small Contracts. Any contract for public works projects with an estimated dollar value equal to or less than the dollar value for competitive bidding established by section 22032(a) of the California Public Contracts Code; 123 CC 03-05-2024 123 of 386 Ordinance No. 24-2255 Attachment A - Page 11 C. Meaningless Bids. Where the nature of the subject of the contract is such that competitive bids would not produce an advantage and when the advertisement for competitive bidding would be undesirable, impracticable or impossible; D. Performance of Project After Rejection of Bids. After rejection of bids presented, the City Council may pass a resolution by a four-fifths vote declaring that the project can be performed more economically by day labor or the materials or supplies furnished at a lower price in the open market. Upon adoption of the resolution, the City is relieved from further compliance with bidding requirements. 3.23.140 Performance Bond of Successful Bidder. The Purchasing Officer has authority to require a performance bond before entering a contract, in such amount as the Purchasing Officer finds reasonably necessary to protect the best interests of the City or as may be required by law. If the City requires a performance bond, the form and amount of the bond shall be described in the notice inviting bids. 3.23.150 Deposit of Proceeds. The cash or proceeds collected pursuant to this Chapter shall be deposited in the fund out of which the expenses of preparation and printing of the plans and specifications, estimates of cost and publication of notice are paid. 3.23.160 Additional Work by City Authority. Notwithstanding the provisions of this Chapter, if the Director of Public Works determines that additional or extra work on any public works project is required to complete the project as originally intended, the Director of Public Works is authorized to approve contract change orders for additional or extra work on any public works contract provided that the aggregate total of all such contract change orders for the public works project does not exceed the contract amount plus contingency at the time the contract is awarded. Under this same authority, the Director of Public Works is authorized to approve extensions of time to public works contracts. 3.23.170 Deletions of Work by City Authority. The City reserves the right to delete up to twenty-five percent (25%) of the work on a public works contract where such deletions would advance the project as originally contemplated. 124 CC 03-05-2024 124 of 386 CITY OF CUPERTINO Agenda Item 24-12893 Agenda Date: 3/5/2024 Agenda #: 5. Subject: Second Amendment to the master agreement with Richard Yau to provide program and project management consultant services on various Capital Improvement Programs (CIP ) projects, for a not-to-exceed amount of $470,000. Authorize the City Manager to execute a Second Amendment to the master agreement with Richard Yau to provide program and project management consultant services on various Capital Improvement Programs projects, increasing the contract amount by $300,000 for a new total not-to- exceed contract amount of $470,000 and extending the term of the agreement to June 30, 2027. CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™125 CC 03-05-2024 125 of 386 CITY COUNCIL STAFF REPORT Meeting: March 5, 2024 Subject Second Amendment to the master agreement with Richard Yau to provide program and project management consultant services on various Capital Improvement Program (CIP) projects, for a not-to-exceed amount of $470,000. Recommended Action Authorize the City Manager to execute a Second Amendment to the master agreement with Richard Yau to provide program and project management consultant services on various Capital Improvement Program projects, increasing the contract amount by $300,000 for a new total not-to-exceed contract amount of $470,000 and extending the term of the agreement to June 30, 2027. Reasons for Recommendation Public Works relies on consultant support to provide program and project management services on CIP projects when needed. Providing this support enables staff to deliver capital projects effectively and efficiently. Public Works typically issues master agreements to consultants when broad support is needed for CIP projects. Master agreements enhance transparency and accountability by identifying the full contract amount for a specified time period with any one vendor. It is typical to establish master agreements with multiple vendors providing similar services to allow for flexibility with respect to availability and specialized skills. “A master service agreement (MSA) is a fundamental contract outlining the scope of the relationship between two parties, including terms and conditions for current and future activities and responsibilities. There is great value in using these arrangements, especially for entities with multiple agreements pertaining to the same client. An MSA is a contract that establishes basic terms between vendors and clients at the beginning of a business relationship. This initial agreement helps to speed up the negotiation process for future contracts and facilitates the project management process, resulting in a more efficient and streamlined process. By establishing these basic terms upfront, subsequent contracts can be more easily negotiated and agreed upon, saving time and 126 CC 03-05-2024 126 of 386 money for everyone involved. Due to their ability to simplify the contract negotiation process, MSAs are a popular choice for businesses of all types.” (from Thomson Reuters Legal) The master agreement with Richard Yau establishes a menu of typical services that may be performed for the administration and management of CIP projects and establishes a contract amount. Funds are not encumbered by the master agreement. Instead, project- specific services are authorized on a project-by-project basis through the issuance of a service order, which complies with the California Public Contract Code and Cupertino Municipal Code. Funding for these services is budgeted and encumbered to each project. The City Council approves each project budget, typically when the budget for the Capital Improvement Program is adopted each year. In January 2019, the first master agreement with Richard Yau was executed. The contract amount was $125,000 and the duration was two years. It was subsequently amended to add an additional year to the term of the agreement. Only $105,875 was expensed from this agreement to support three CIP projects. In July 2021, a second master agreement with Richard Yau was executed for a contract amount of $125,000 for a duration of three years, expiring on June 30, 2024. This master agreement was amended in February 2023 to increase the contract amount by $45,000 to a total of $170,000, to facilitate support of additional CIP projects that were projected to exceed the existing contract total. To date, $158,000 has been contracted through service orders on 14 CIP projects. This second amendment to the current master agreement will be an extension of the services currently provided by Richard Yau. The agreement is requested to be amended to extend the contract term through June 30, 2027, and to increase the not-to-exceed amount by $300,000 for a total contract amount of $470,000. Through his various support efforts, extensive professional experience as a civil engineer, and specific work leading projects in Cupertino, Mr. Yau has proven his qualifications to the City for the scope of work being requested. He is currently active on the Tamien Innu projects, Regnart Road Improvement project, Creekside School Age Playground Equipment replacement project, and McClellan Road Separated Bike Corridor Phase 3. Extending the contract term and providing additional funds is necessary for the orderly completion of these projects. Further, Mr. Yau’s hourly rate is highly competitive within the field when compared to all other firms on the City’s list of qualified consultants for the requested work scope. Richard Yau has provided valuable support on 17 different CIP projects in the past five years including Orange Avenue Sidewalk Improvements, Regnart Creek Trail and Fencing, Memorial Park Ponds Repurposing, Stevens Creek Boulevard/Calabazas Creek Emergency Storm Drain and Bubb Road Separated Bikeways. Aside from the projects he is currently working on, staff would like to utilize Mr. Yau’s expertise on Stevens Creek 127 CC 03-05-2024 127 of 386 Boulevard Class IV Bikeway - Phases 2A and 2B, the Bridge Preventive Maintenance Program projects, and storm drain/outfall projects. The approval of the master agreement with Richard Yau allows the City to continue to utilize his project and construction management expertise on an as-needed basis to support the completion of CIP projects. Sustainability Impact No sustainability impacts. Fiscal Impact No additional appropriation is required for this action. After a master agreement is executed, the requisite funds are encumbered from existing CIP project budgets. California Environmental Quality Act (CEQA) Not applicable. _____________________________________ Prepared by: Susan Michael, Capital Improvement Programs Manager Reviewed by: Chad Mosley, Director of Public Works Reviewed by: Matt Morley, Assistant City Manager Approved for Submission by: Pamela Wu, City Manager Attachments: A - Draft Second Amendment B – Exemption Request 128 CC 03-05-2024 128 of 386 SECOND AMENDMENT TO AGREEMENT 283 BETWEEN THE CITY OF CUPERTINO AND RICHARD YAU FOR PROGRAM AND PROJECT MANAGEMENT CONSULTANT SERVICES This Second Amendment to Agreement 283 between the City of Cupertino and Richard Yau is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Richard Yau, a Sole Proprietorship/Individual ("Contractor") whose address is 11523 Country Spring Ct, Cupertino, CA 95014 , and is made with reference to the following : RECITALS: A. The City and Contractor entered into an Agreement 283 ("Original Agreement") for Program and Project Management Consultant Services effective July 29, 2021. B. The City and Contractor entered into a First Amended Agreement for Program and Project Management Consultant Services ("First Amendment") effective February 9, 2023. C . The Original Agreement and First Amendment are collectively referred to as the "Agreement" unless otherwise indicated . D . City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 2.1 of the Agreement is modified to read as follows : Scope of Services Contractor agrees to provide the Services set forth in the Scope of Services, attached and incorporated here as Exhibit A-1 , on an as-needed basis . The Services must comply with the Agreement and with each Service Order issued by the City's Project Manager or his /her designee, in accordance with the following procedures, unless otherwise specified in Exhibit A-1. Exhibit A of the Agreement is replaced with a new Exhibit A-1 attached hereto . 2. Paragraph 3.1 of the Agreement is modified to read as follows: Term. This agreement begins on the Effective Date and ends on June 30, 2027 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds . Extensions requiring additional contract funds are subject to the City's purchasing policy . 3. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation : City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $470 ,000 .00 ("Contract Price"), based upon the Scope of Services in Exhibit A-1 and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor 's actual costs exceed the capped amount. 4. Paragraph 5.6 of the Agreement is modified to read as follow : Payment of Benefits and Taxes . Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes . Contractor and any of its employees, agents , and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time , vacation pay, sick leave , personal time off, overtime , health insurance , medical care , hospital care , insurance benefits, social security, disability , unemployment, workers compensation or employee benefits of any kind . Contractor shall be solely liable for and obligated to pay directly a ll applicable taxes , fees , contributions, or charges applicable to Contractor's 1 Attachment A 129 CC 03-05-2024 129 of 386 business including, but not limited to, federal and state income taxes . City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made. 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 or PERS to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless 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 City, and actual attorney's fees incurred by City in connection with the above. 5 . Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO RICHARD YAU By ____________ _ By ____________ _ Title ____________ _ Title ·-- Date ____________ _ Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date ____________ _ 130 CC 03-05-2024 130 of 386 EXHIBIT A-1 SCOPE OF SERVICES The CONSULT ANT shall provide certain Program and Project Management services as required and requested by the CITY. The CONSULT ANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 14, PROJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER, Exhibit B. SECTION 1-GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY's Public Works Director or authorized Agent. B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER. The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Project Manager. SECTION 2. BASIC SERVICES The Consultant shall provide Program and Project Management services for various CITY Public Works projects. All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. Consultant services under this Master Agreement may include, but are not limited to: City of Cupertino Master Agreement Program & Project Management Services -Richard Yau Exhibit A-1 Scope of Services Page 1 of 4 131 CC 03-05-2024 131 of 386 A. Program or Project Feasibility Phase 1) Define general project performance requirements from City staff meetings 2) Site visits 3) Project team building 4) Stakeholder coordination 5) Public meeting coordination 6) Program and/or project budget and schedule 7) Review project scope and identify specialty consultants for project design and implementation 8) Program and/or project schedule development B. Project Design Phase 1) Develop sources for required project consultant services 2) Prepare Consultant Requests for Proposal using City standard format. 3) Conduct Consultant selection using established CITY process . 4) Prepare Consultant scope of services and agreement for City. 5) Negotiate Design Consultant fees 6) Manage project schedule 7) Manage Consultant agreements and review payment requests. 8) Coordinate Public Meetings for stakeholder input with City Staff 9) Monitor design process, project design development, and provide comments for consultant feedback. 10) Evaluate additional Design Consultant services as required. 11) Coordinate final construction documents review with City professional staff and provide consultant feedback. 12) Assist City staff with prequalifying contractors. 13) Assist City with the project bid process. C. Bid Phase: 1) Assemble front end bid documents using City standard language 2) Assemble bid package for City staff to use for public bid 3) Prepare bid results for City staff D. Construction Phase: 1) Coordinate information between Design Consultant and Construction Manager END OF EXHIBIT ---------=c;:;;:1ty;;:ofi=it:;;u;:p;:::;e:;:rt:;m;:::;o:::;;M:;a;;s;:te;::;::r :::;;A:::::;g:;re;:::;e:;m;:::;e;;n t;===========:-:=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=;;ah::;· ~ib;:i;.;,:;_ :=-c;;;.;,o=p.;;.e,.:;;,.o,..4'------- Pro gram & Project Management Service s -Richard Yau Services Page 2 of 4 132 CC 03-05-2024 132 of 386 COMPENSATION The City shall compensate the Consultant according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant. In any case, the Consultant's total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the Consultant, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Consultant Compensation, of the Master Agreement. Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City. Consultant Hourly Rate(s) The Consultant shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders: Labor Category Master Agreement Hourly Rate Project Executive / Project Manager $170.00 Reimbursable Expenses Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform the scope of services and beyond normal business operating expenses which are included in the direct labor rate. Such expenses include, but are not limited to: • Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set reproductions; • Software required by City other than Microsoft Word, Excel, PowerPoint, and Project; Adobe Acrobat; and a photo editor program. • Travel expenses to the extent allowed by City policy; • Sub-consultants required by project scope of services; City of Cupertino Mas ter Agreement Program & Project Management Servi ce s -Richa rd Yau Exhibit A-1- Compensation Page 3 of 4 133 CC 03-05-2024 133 of 386 COMPENSATION • Safety equipment required by City policy or the project scope of services; • Mass mailing notifications; • Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. The City shall compensate the Consultant for such reimbursable expenses only with prior written authorization by the City representative designated in Article 14, Project Coordination, of the Master Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order. The City shall compensate the Consultant for reimbursable expenses for the documented actual cost only, allowing for no surcharge for Consultant administration. Reimbursable expenses shall be separately identified on the Consultant invoice. Method of Payment The Consultant shall submit an invoice to the City by the 5th business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from Consultant shall be addressed to City at: Attention: PWinvoices@cupertino.org City of Cupertino 10300 Torre Ave. Cupertino CA 95014 The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining. All Consultant payments shall be addressed to: Richard Yau 11523 Country Spring Ct Cupertino, CA 95014 Richardyau88@yahoo.com City of Cupertino Master Agreement END OF EXHIBIT Program & Project Management Services-Richard Yau Exhibit A-1- Compensation Page 4 of 4 134 CC 03-05-2024 134 of 386 State of California County of Santa Clara City of Cupertino Contractor/Consultant Affidavit of No Employees 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 ____ ~ 2024, at ________ ~ California. PRINT NAME SIGNATURE Revised 2024 135 CC 03-05-2024 135 of 386 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 12/17/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFURMATIUN uNLY AND 1.,uNFERS NU RIGHTS UPuN 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA PHONE (888) 202-3007 I rffc Nol: 5 Concou rse Parkway 'Air Nn Ext\· E-MAIL contact@hiscox.com Suite 2150 ADDRESS : Atlanta GA , 30328 INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A : Hiscox Insurance Company Inc 10200 INSURED INSURERS: Richard Yau INSURERC: 11523 Country Spring Court Cupertino , CA 95014 INSURERD: INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN . THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS . EXC LUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DDNYYY\ IMM/DDIYYYY\ LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1.000,000 -0 CLAIMS-MADE 0 OCCUR ~~~t~iJYE~~~J~?encel $ 100.000 -MED EXP (Any one person ) $ 5,000 A P101.473.493 .2 01/31/2024 01/31/2025 PERSONAL & ADV INJURY $ 1,000 ,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ □PRO-□LOC $ srr Gen. Agg . POLICY JECT PRODUCTS -COMP/OP AGG OTHER : $ AUTOMOBILE LIABILITY - (E~~~b~d~~lNGLE LIMIT $ ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ A -~ NON-OWNED iP~~~~cii;,,;,gAMAGE X HIRED AUTOS X AUTOS $ ~~; o~~~~~~~jl $ 1,000,000 UMBRELLA LIAB HOCCUR EACH OCCURREN CE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS" LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/E XECUTI VE □ E.L. EACH ACCIDE NT $ OFFICE R/MEMBER EXC LUDED ? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLO YEE $ If yes, de scribe under DESCRIPTION OF OPERATIONS be low E.L. DISE ASE -POLIC Y LI MIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 . Additional Remarks Sch edule , may be attached if more space is required) The City of Cupertino, its City Council, officers , officials, employees, agents , servants and volunteers as additional insured in regards to the general liability. Primary and Non-Cont ributory. CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF TH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 10300 Tor re Ave ACCORDANCE WITH THE POLICY PROVISIONS . Cupertino, CA 95014-326 6 AUTHORIZED REPRESENTATIVE -~- . I © 1988-2015 ACORD CORPORATION. A ll rights reserved . ACORD 25 (2016/03) T he ACO RD name an d logo are registered marks of ACORD 136 CC 03-05-2024 136 of 386 ~·I" HISCOX encourage courage• Declarations Page 137 CC 03-05-2024 137 of 386 ~·t' HISCOX encourage courage• HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 Commercial General Liability Declarations In return for the payment of the premium, and subject to all the terms of this Policy, we agree with you to provide the insurance as stated in this Policy. Declaration effective from : Policy No .: Renewal of: Named Insured: Address: Email Address: Policy period: Form of Business : Each Occurrence Limit: I January 31, 2024 I P101.473.493 .2 I P101.473.493 .1 I Richard Yau 11523 Country Spring Court Cupertino, CA 95014 I richardyau88@yahoo .com From: ._I J_a_n_u_a_ry_3_1_, _20_2_4 ____ __.I To: At 12:01 A.M . (Standard Time) at the address shown above. Sole Proprietor $1,000,000 I January 31 , 2025 Damage to Premises Rented to You Limit: $100,000 Any one premises Medical Expense Limit: $5,000 Any one person Personal & Advertising Injury Limit: $1,000,000 Any one person or organization General Aggregate Limit: I $2,000,000 ~============================: Products/Completed Operations Products-completed operations are subject to the General Aggregate Limit Aggregate Limit: Supplemental Business Personal Property Floater $0 Coverage Limit: Supplemental Business Personal Property Floater I Not Applicable Coverage Deductible : ~--------------------------~ All Premises You Own, Rent or Occupy Premises Number: Address : Total Premium: Attachments: CGL D00110 18 11523 Country Spring Court Cupertino, CA 95014 11,196.00 See attached Forms and Endorsements Schedule. Includes copyrighted material of Insurance Services Office , Inc ., with its permission .© ISO Properties, Inc ., 2000 Page 1 138 CC 03-05-2024 138 of 386 ~·1'9 HISCOX encourage courage• HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600 , Chicago, Illinois 60603 IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the lnsure~s duly authorized representative. President ~ Secretary Authorized Representative CGL D001 10 18 Includes copyrighted material of Insurance Services Office, Inc ., with its permission .© ISO Properties, Inc., 2000 Page 2 139 CC 03-05-2024 139 of 386 ~·(' HISCOX encourage courage• HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue , Su ite 600 , Chicago , Illinois 60603 Forms and Endorsements Schedule Forms and Endorsements made part of this policy at time of issue: CGL D00 1 10 18 -Commercial General Liability Declarations INT D001 01 10 -Forms and Endorsements Schedule CG 00 01 12 07 -General Liability Coverage Form CGL E5401 CW (03/10) -Definition of Employee CGL E5403 CW (03/10) -Notice Information CGL E5404 CW (03/10) -Exclusion -Personal Information CGL E5407 CW (03/10) -Exclusion -Profess ional Services CGL E5408 CW (03/10)-Cancellation Provision (14 Day Full Refund) CGL E5409 CW (03/10) -Right and Duty to Select Defense Counsel CGL E5421 CW (02/14) -Additional Insured -Automatic Status IL 00 17 11 98 -Common Policy Conditions IL 00 21 09 08 -Nuclear Energy Liability Exclusion Endorsement (Broad Form) CG 00 68 05 09 -Recording and Distribution of Material or Information in Violation of Law Exclusion CG 21 41 11 85 -Exclusion -lntercompany Products Suits CGL E5416 CW (01/13) -Exclusion -Construction Management Errors and Omissions Endorsement CG 22 43 04 13 -Exclusion -Engineers, Architects Or Surveyors -Professional Liability Endorsement CG 22 24 04 13 -Exclusion -Inspection, Appraisal And Survey Companies Endorsement CGL E1951 CW (05/20) -Contractors Conditions and Exclusions IL 02 70 09 08 -California Changes -Cancellation and Nonrenewal CG 32 34 01 05 -California Changes CGL E5581 CW (03/16) -Primary and Noncontributory -Other Insurance Condition CGL E5691 CW (11/19) -Hired Auto And Non-Owned Auto Liability CG 21 73 01 15 -Exclusion Of Certified Acts OfTerrorism CGL E2227 CW (03/23) -Amended War Exclusion INT N003 CW (01/19) -Policyho lder Notice Electronic Delivery INT N001 CW (01/09) -Economic And Trade Sanctions Policyholder Notice INT N0425 CW (03/23) -War Exclusion Notice INT D001 01 10 Page 1 of 1 140 CC 03-05-2024 140 of 386 ~·t9 HISCOX encourage courage• Policy Wording 141 CC 03-05-2024 141 of 386 Policy Number: P101.473.493 .2 .,,~ HISCOX COMMERCIAL GENERAL LIABILITY CG 00 0112 07 COMMERCIAL GENERAL 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 policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II -Who Is An In- sured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "bodily injury" or "property damage" 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" or "property damage" to which this in- surance does not apply. We may, at our discre- tion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments -Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "oc- currence" or claim, knew that the "bodily in- jury" 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 con - tinuation, 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 . c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have oc- curred by any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resumption of that "bodily injury" or "property damage" af- ter the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed un- der Paragraph 1. of Section II -Who Is An In- sured 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 in- surer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 1 of 16 □ 142 CC 03-05-2024 142 of 386 e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to : a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages : (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary litiga- tion expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided : (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute resolut ion proceeding in which damages to which this insurance applies are al- leged. 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 furnish ing of alcoholic beverages to a person under the legal drinking age or un- der the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment 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 Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share dam- ages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as - sumed by the insured under an "insured con- tract". Page 2 of 16 © ISO Properties, Inc., 2006 CG 00 0112 07 D 143 CC 03-05-2024 143 of 386 f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration , re- lease 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 subparagraph 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 your pol- icy as an additional insured with re- spect 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 in- sured, other than that additional in- sured; 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 han- dling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the "pollutants" are brought on or to the premises, site or lo- cation in connection with such opera- tions by such insured, contractor or sub - contractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lu- bricants or other operating fluids which are needed to perform the normal electrical, hydraulic or me- chanical 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 re- lease of the fuels, lubricants or other operating fluids, or if such fuels, lu- bricants 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 per- formed 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 connec- tion with operations being performed by you or on your behalf by a con- tractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming 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 ef- fects of, "pollutants". CG 00 01 12 07 © ISO Properties , Inc., 2006 Page 3 of 16 D 144 CC 03-05-2024 144 of 386 (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, re- move, contain, treat, detoxify or neutral- ize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 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 govern- mental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft, "auto " or wa- tercraft owned or operated by or rented or loaned to any insured . Use includes operation and "loading or unloading". This exclusion applies even if the cla ims against any insured allege negligence or other wrongdoing in the supervis ion, hiring, employ- ment, training or monitoring of others by that insured, if the "occurrence" wh ich caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrust- ment to others of any aircraft , "auto" or water- craft that is owned or operated by or ren ted or loaned to any insured . This exclusion does not apply to : (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is : (a) Less than 26 feet long ; and (b) Not being used to carry persons or property for a charge ; (3) 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 ; (4) Liability assumed under any "insured con- t ract" for the owne rsh ip , maintenance o r use of aircraft or waterc raft ; or (5) "Bod ily injury" or "property damage" arising out of: (a) The operation of machinery or equip- ment 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 law in the state where it is li - censed or principally garaged ; or (b) the operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equip- ment". 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 for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity . i. War "Bodily injury" or "property damage ", however caused , aris ing, 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 govern- ment, sovereign or other authority using military personnel or other agents ; or (3) Insurrection, rebellion, revolution , usurped power, or action taken by governmental au- thority in hindering or defending against any of these . j. Damage To Property "Property damage" to: (1) Property you own , rent, or occupy , includ ing any costs or expenses incurred by you, or any other person, organization or entity, for repair , replacement, enhancement, restora- tion 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 ; (3) Property loaned to you ; (4) Personal property in the care , cus tody or control of the insured ; Page 4 of 16 © ISO Propert ies , Inc ., 2006 CG 00 0112 07 □ 145 CC 03-05-2024 145 of 386 (5) That particular part of real property on which you or any contractors or subcontrac- tors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those op- erations; or (6) That particular part of any property that must be restored, repaired or replaced be- cause "your work" was incorrectly per- formed 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 con- tents of such premises, rented to you for a pe- riod of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Prem- ises Rented To You as described in Section Ill -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), (4), (5) and (6) of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. 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 sub- contractor. m. 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 danger- ous 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 ac- cidental physical injury to "your product" or "your work" after it has been put to its intended use . n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, 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. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and ad- vertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access , or inability to manipulate electronic data. As used in this exclusion, electronic data means information, fac:ts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks , CD- ROMS , tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Distribution Of Material In Violation Of Statutes "Bodily injury" or "property damage" arising di- rectly 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; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law ; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting, communicating or distribution of mate- rial or information . CG 00 01 12 07 © ISO Properties , Inc ., 2006 Page 5 of 16 □ 146 CC 03-05-2024 146 of 386 Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill -Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "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 "per- sonal and advertising injury" to which this in- surance does not apply. We may, at our discre- tion, investigate any 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 Ill -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex - plicitly provided for under Supplementary Pay- ments -Coverages A and B. b. This insurance applies to "personal and adver- tising 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 . 2. Exclusions Th is insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowl- edge that the act would violate the rights of an- other and would inflict "personal and advertis- ing injury ". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowl - edge of its falsity . c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to li- ability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract , except an implied con- tract to use another's advertising idea in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods , products or services to conform with any statement of quality or per- formance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertise- ment". i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trade- mark, trade secret or other intellectual property rights . Under this exclusion, such other intellec- tual property rights do not include the use of another's advertising idea in your "advertise- ment". However, this exclusion does not apply to in- fringement, in your "advertisement", of copy- right, trade dress or slogan . j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is : (1) Advertising , broadcasting , publishing or telecasting ; (2) Designing or determining content of web- sites for others ; or Page 6 of 16 © ISO Properties , Inc ., 2006 CG 00 0112 07 □ 147 CC 03-05-2024 147 of 386 (3) An Internet search, access , content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Sec- tion. 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 advertis- ing, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the in- sured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mis- lead another's potential customers . m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time . n. Pollution-Related Any loss, cost or expense arising out of any: (1) 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 (2) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neu- tralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "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 govern- ment , sovereign or other authority using military personnel or other agents; or (3) Insurrection , rebellion, revolution , usurped power, or action taken by governmental au- thority in hindering or defending against any of these . p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising di- rectly 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; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation , other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmit- ting , communicating or distribution of mate- rial or information. COVERAGE C MEDICAL PAYMENTS 1. 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: (a) The accident takes place in the "cover- age territory" and during the policy pe- riod; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examina- tion, 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 ap- plicable limit of insurance. We will pay reason- able expenses for : (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital , profes- sional nursing and funeral services. CG 00 0112 07 © ISO Properties, Inc., 2006 Page 7 of 16 □ 148 CC 03-05-2024 148 of 386 2. Exclusions 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. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occu- pies. 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 work- ers' 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 within the "products-completed opera- tions hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS-COVERAGES A ANDB 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds . c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", includ - ing actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured . f. 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 in- terest based on that period of time after the of- fer. g. 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 depos- ited in court the part of the judgment that is within _the applicable limit of insurance. These payments will not reduce the limits of insur- ance. 2. 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: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the li- ability of the indemnitee in a contract or agree- ment that is an "insured contract"; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the inter- ests of the insured and the interests of the in- demnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem- nitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: {a) Cooperate with us in the investigation, settlement or defense of the "suit"; {b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; {c) Notify any other insurer whose coverage is available to the indemnitee ; and {d) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: {a) Obtain records and other information related to the "suit"; and Page 8 of 16 © ISO Properties , Inc., 2006 CG 00 0112 07 D 149 CC 03-05-2024 149 of 386 (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met , attor- neys' fees incurred by us in the defense of that in- demnitee, 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 2.b.(2) of Section I -Cov- erage A -Bodily Injury And Property Damage Li- ability, 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 litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments or the conditions set forth above , or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as : a. An individual, you and your spouse are insur- eds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with re - spect 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 du - ties as your officers or directors. Your stock- holders 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 du- ties as trustees . 2. Each of the following is also an insured: a. 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 "em- ployees" 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 li- ability company), to a co -"employee" while in the course of his or her em- ployment or performing duties related to the conduct of your business, or to your other "volunteer workers" while perform- ing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volun- teer worker" as a consequence of Para- graph (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 . (2) "Property damage" to property: (a) Owned , occupied or used by , (b) Rented to, in the care , custody or con- trol 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 mem- ber (if you are a lim ited liability company). CG 00 01 12 07 © ISO Propert ies , Inc., 2006 Page 9 of 16 □ 150 CC 03-05-2024 150 of 386 b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. 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. Your legal representative if you die, but only with respect to duties as such . That represen- tative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured if there is no other similar insurance avail- able to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage 8 does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 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. SECTION Ill -LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bod ily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage 8. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed op- erations hazard". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay un- der Coverage 8 for the sum of all damages be- cause of all "personal and advertising injury" sus- tained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property dam- age" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you , or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Ex- pense Limit is the most we will pay under Cover- age C for all medical expenses because of "bodily injury" sustained by any one person. 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 . SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You 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 pos- sible , notice should include : (1) How, when and where the "occurrence" or offense took place ; (2) T he names and addresses of any injured pe rsons and witnesses ; and Page 10 of 16 © ISO Properties , Inc ., 2006 CG 00 0112 07 □ 151 CC 03-05-2024 151 of 386 (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. 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. 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 Coverage Part or that are in excess of the ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Para- graph b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insur- ance by the method described in Paragraph c. below. b. Excesslnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occu- pied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occu- pied by you with permission of the owner; or (iv) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Dam- age Liability. (b) Any other primary insurance available to you covering liability for damages aris- ing out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B 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 de- fends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 11 of 16 □ 152 CC 03-05-2024 152 of 386 (3) 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other in- surance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed 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 of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer con- tributes equal amounts until it has paid its ap- plicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits . Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon representa- tions you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this , Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The in- sured 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 . 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed , proof of mailing will be sufficient proof of notice . SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes 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 ser- vices for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle , trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equip - ment". Page 12 of 16 © ISO Properties , Inc ., 2006 CG 00 0112 07 □ 153 CC 03-05-2024 153 of 386 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death re- sulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico a.nd 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 Paragraph a. above; or c. All other parts of the world if the injury or dam- age arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or simi- lar electronic means of communication provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncon- trollable or breaks out from where it was intended to be . 8. "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, defi- cient, 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 the re- pair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises . However, that portion of the contract for a lease of prem- ises that indemnifies any person or organiza- tion for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification 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 dam- age" to a third person or organization. Tort li- ability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifi- cations; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect , engineer or surveyor, assumes liability for an injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in (2) above and supervisory, inspection, ar- chitectural or engineering activities. CG 00 01 12 07 © ISO Properties, Inc ., 2006 Page 13 of 16 □ 154 CC 03-05-2024 154 of 386 10. "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". 11. "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, water- craft or "auto" to the place where it is finally de- livered; 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 at- tached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery 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, main - tained primarily to provide mobility to perma- nently 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 Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building clean- ing, 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 Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo . However, self-propelled vehicles with the fol- lowing types of permanently attached equip- ment are not "mobile equipment" but will be considered "autos": (1) Equipment 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 clean- ing, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehi- cle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13. "Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions . 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: 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 oc- cupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or or- ganization or disparages a person's or organi- zation's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of pri- vacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". Page 14 of 16 © ISO Properties , Inc ., 2006 CG 00 01 12 07 □ 155 CC 03-05-2024 155 of 386 15. "Pollutants" mean 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. 16. "Products-completed operations hazard": a. Includes all "bodily injury" and "property dam- age" 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 pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the fol- lowing 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 con- tract 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 . 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; (2) The existence of tools, uninstalled equip- ment or abandoned or unused materials; or (3) Products or operations for which the classi- fication, listed in the Declarations or in a policy schedule, states that products- completed operations are subject to the General Aggregate Limit. 17. "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 the "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from com- puter software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 19. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, dis- tributed or disposed of by : (a) You ; (b) Others trading under your name; or (c) A person or organization whose busi- ness 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, du- rability, performance or use of "your prod- uct"; and CG 00 0112 07 © ISO Properties, Inc., 2006 Page 15 of 16 □ 156 CC 03-05-2024 156 of 386 (2) The providing of or failure to provide warn- ings or instructions . c. Does not include vending machines or other property rented to or located for the use of oth- ers but not sold. 22. "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, du- rability, performance or use of "your work", and (2) The providing of or failure to provide warn- ings or instructions . Page 16 of 16 © ISO Properties , Inc ., 2006 CG 00 0112 07 □ 157 CC 03-05-2024 157 of 386 ~·fl HISCOX encourage courage• Endorsements 158 CC 03-05-2024 158 of 386 ~·ti HISCOX encourage courage• Hiscox Insurance Company Inc. Policy Number: Named Insured : Endorsement Number: Endorsement Effective: P101.473.493.2 Richard Yau 1 01/31/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEFINITION OF EMPLOYEE This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART In Section V -DEFINITIONS , Definition 5. "Employee" is deleted and replaced with the following: 5. "Employee" includes a "leased worker" and a "temporary worker". CGL E5401 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 159 CC 03-05-2024 159 of 386 l\'t' HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493 .2 Richard Yau 2 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Where To Send Notice Phone: Email : Mail : 866-424-8508 reportaclaim@hiscox.com Hiscox 5 Concourse Parkway , Suite 2150 Attn: Direct Claims Atlanta GA, 30328 Subparagraph 2. Duties In The Event Of Occur- rence, Offense, Claim Or Suit in Section IV - COMMERCIAL GENERAL LIABILITY CONDI- TIONS is amended to include the following: Any notification required by this policy shall be pro- vided to us at the address listed in the above SCHEDULE. CGL E5403 CW (03/10) Page 1 of 1 -----------'-'--"--"-'""-'-'--'-'-'----------------------------------- Includes copyrighted material of Insurance Services Office , Inc., with its permission. 160 CC 03-05-2024 160 of 386 fl)'~ HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective: P101.473.493 .2 Richard Yau 3 01/31/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -PERSONAL INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 2. Exclusions under Section I -COV- ERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE C -MEDICAL PAYMENTS is amended to include the following exclusion: Personal Information "Bodily injury", "property damage" or "personal and advertising injury" caused by the insured's failure to protect any non-public , personally identifiable infor- mation in the insured's care, custody or control. CGL E5404 CW (03/10) Includes copyrighted material of Insurance Services Office , Inc., with its permission. Page 1 of 1 161 CC 03-05-2024 161 of 386 ~'ft HISCOX Policy Number: Named Insured : Endorsement Number: Endorsement Effective : P101.473.493 .2 Richard Yau 4 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -PROFESSIONAL SERVICES This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 2. Exclusions under Section I - COVERAGE A -BODILY INJURY AND PROPER- TY DAMAGE LIABILITY, and COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, is amended to include the following exclusion : Professional Services "Bodily injury", "property damage" or "personal and advertising injury" caused by the rendering or failure to render any professional service. CGL E5407 CW (03/10) This exclusion applies even if the claims allege neg- ligence or other wrongdoing in the supervision, hir- ing, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering or failure to render any pro- fessional service . Page 1 of 1 Includes copyrighted materi al of Insurance Services Office , Inc., with its permission. 162 CC 03-05-2024 162 of 386 ~ttl HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured : Endorsement Number: Endorsement Effective: P101.473.493 .2 Richard Yau 5 01/31/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION PROVISION (14 DAY FULL REFUND) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART All Coverage Parts included in this policy are subject to the following condition: Notwithstanding anything in the "COMMON POLICY CONDITIONS" or any other cancellation provision to the contrary , if the first Named Insured cancels within 14 days of the inception of the policy period shown in the Declarations without there having been: (i) an "occurrence" that caused "bodily in- jury" or "property damage"; (ii) an offense arising out of your business that caused a "personal and advertising injury"; or (iii) an accident that caused "bodily injury"; then we shall return in full any pre- mium amount actually paid to us. In such event , the effective date of cancellation shall be deemed to be the inception date of the policy period shown in the Declarations. CGL E5408 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission . Page 1 of 1 163 CC 03-05-2024 163 of 386 ~'ti HISCOX Hiscox Insurance Company Inc. Policy Number: P101.473.493.2 Named Insured : Richard Yau Endorsement Number: 6 Endorsement Effective: 01/31/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RIGHT AND DUTY TO SELECT DEFENSE COUNSEL This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART In regard to any covered "suit" seeking damages under Section I -COVERAGE A -BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY or COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, our right and duty to defend shall include the right to select defense counsel. CGL E5409 CW (03/10) Page 1 of 1 164 CC 03-05-2024 164 of 386 ~'fl HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured : Endorsement Number: Endorsement Effective: P101.473.493.2 Richard Yau 7 01/31/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -AUTOMATIC STATUS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured any per- son(s) or organization(s) for whom you are performing operations or leasing a premises when you and such person(s) or organiza- tion(s) have agreed in writing in a contract or agreement that such person(s) or organiza- tion(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to lia- bility 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 opera- tions; or 2. In connection with your premises owned by or rented to you. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations or lease agreement for that additional insured are completed. CGL E5421 CW (02/14) Includes copyrighted material of Insurance Services Office , Inc ., with its permission . Page 1 of 1 165 CC 03-05-2024 165 of 386 ~'~ HISCOX Policy Number: Named Insured : Endorsement Number: Endorsement Effective: P101.473.493.2 Richard Yau 8 01/31/2024 Hiscox Insurance Company Inc. COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions . A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deli- vering to us advance written notice of cancella- tion . 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason . 3 . We will mail or deliver our notice to the first Named lnsured's last mailing address known to us . 4. Notice of cancellation will state the effective date of cancellation . The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed , proof of mailing will be suffi - cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded . The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy . C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time dur- D. Inspections And Surveys 1. We have the right to : a . Make inspections and surveys at any time ; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions : a. Are safe or healthful; or b. Comply with laws , regulations , codes or standards . 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating , advisory, rate service or similar organization which makes in- surance inspections , surveys , reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion , under state or municipal statutes, ordin- ances or regulations , of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums ; and 2. Will be the payee for any return prem iums we pay . ing the policy period and up to three years after- war . ------------------------------------ IL00171198 Copyright , Insurance Services Office , Inc ., 1998 Page 1 of 2 166 CC 03-05-2024 166 of 386 F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured . If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed , anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. Page 2 of 2 Copyright , Insurance Services Office , Inc., 1982, 1983 IL00 1711 98 167 CC 03-05-2024 167 of 386 "'j11 HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective: P101.473.493.2 Richard Yau 9 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nuc- lear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mu- tual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organ i- zation. 8. Under any Medical Payments coverage, to expenses incurred with respect to "bodily in- jury" resulting from the "hazardous properties" of "nuclear material" and arising out of the op- eration of a "nuclear facility" by any person or organization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazard- ous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an "insured" or (b) has been dis- charged or dispersed therefrom ; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services , materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuc- lear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: IL 00 210908 © ISO Properties, Inc ., 2007 Page 1 of 2 168 CC 03-05-2024 168 of 386 "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "spe - cial nuclear material" or "by-product material". "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentra- t ion of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or or- ganization of any "nuclear facility" included under the first two paragraphs of the definition of "nuc- lear facility". "Nuclear facility" means : (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium , (2) processing or utiliz ing "spent fuel", or (3) handling , processing or packag- ing "waste"; (c) Any equipment or dev ice used for the processing, fabricating or alloying of "spe- cial nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of pluto- nium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation , premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located , all operations conducted on such site and all premises used for such operations . "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioac- tive contamination of property. Page 2 of 2 © ISO Properties , Inc., 2007 IL 00 21 09 08 169 CC 03-05-2024 169 of 386 "'~ HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493.2 Richard Yau 10 01/31/2024 Hiscox Insurance Company Inc. RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION IN VIOLATION OF LAW EXCLUSION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion q. of Paragraph 2. Exclusions of Sec- tion I -Coverage A -Bodily Injury And Proper- ty Damage Liability is replaced by the following : 2. Exclusions This insurance does not apply to : q. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to v i- olate : (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 Fa ir Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accu- rate Credit Transaction Act (FACT A); or (4) Any federal, state or local statute , ordin- ance or regulation , other than the TCPA , CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses , prohibits , or limits the print- ing , dissemination , disposal , collecting , record ing , sending , transmitting , com- municating or distribution of material or information . B. Exclusion p. of Paragraph 2. Exclusions of Sec- tion I -Coverage B -Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to : p. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising di- rectly or indirectly out of any action or omis- sion 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 Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute , ordin- ance or regulat ion, other than the TCPA , CAN-SPAM Act of 2003 or FCRA and their amendments and add itions, that addresses, prohibits , or limits the print- ing, dissemination , disposal , collecting , recording , sending , transmitting , com- municating or distribution of material or information . CG 00 68 05 09 © Insurance Services Office , Inc ., 2008 Page 1 of 1 170 CC 03-05-2024 170 of 386 ~'~ HISCOX Policy Number: P101 .473.493.2 Named Insured: Richard Yau Endorsement Number: 11 Endorsement Effective: 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -INTERCOMPANY PRODUCTS SUITS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance does not apply to any claim for dam- ages by any Named Insured against another Named Insured because of "bodily injury" or "property dam- age" arising out of "your products" and included within the "products-completed operations hazard." CG 21 4111 85 Copyright , Insurance Services Office , Inc ., 1984 Page 1 of 1 171 CC 03-05-2024 171 of 386 ~'t" HISCOX Policy Number: P101.473.493 .2 Named Insured : Richard Yau Endorsement Number: 12 Endorsement Effective: 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -CONSTRUCTION MANAGEMENT ERRORS AND OMISSIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability and Paragraph 2., Exclusions of Section I -Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: 1. The preparing, app roving , or failure to prepare or approve, maps , shop drawings , opinions, reports , surveys, field orders, change orders or drawings and specifications by any architect , engineer or surveyor performing services on a project on which you serve as a construction manager; or 2. Inspection, supervision , quality control , architectural or engineering activities done by or for you on a project on which you serve as construction manager. while in the care, custody or control of any insured , or This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervis ion, hiring , employment , training or monitoring of others by that insured, if the "occurrence " which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved that which is described in Paragraph 1. or 2 .. ------------+AeltJees copyFi9'hted -m aterial 0f-lflsurance-Servises-Gffiee., IAc ., with its l)efmiss.i0n. CGL E5416 CW (01/13) Page 1 of 1 172 CC 03-05-2024 172 of 386 ~'"' HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493 .2 Richard Yau 13 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -ENGINEERS, ARCHITECTS OR SURVEYORS PROFESSIONAL LIABILITY This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I -Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by you or any engineer, architect or surveyor who is either employed by you or performing work on your behalf in such capacity. Professional services include : 1. The preparing, approving , or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys , field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities . This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you or any engineer, architect or surveyor who is either employed by you or performing work on your behalf in such capacity. CG 22 43 0413 © Insurance Services Office , Inc ., 2012 Page 1 of 1 173 CC 03-05-2024 173 of 386 ~'t" HISCOX Policy Number: Named Insured : Endorsement Number: Endorsement Effective : P101 .4 73.493.2 Richard Yau 14 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -INSPECTION, APPRAISAL AND SURVEY COMPANIES This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I -Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" for which the insured may be held liable because of the rendering of or failure to render professional services in the performance of any claim, investigation, adjustment, engineering, inspection, appraisal , survey or audit services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring , employment, training or monitoring of others by that insured , if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render professional services in the performance of any claim, investigation, adjustment, engineering, inspection, appraisal, survey or audit services . CG 22 24 0413 © Insurance Services Office , Inc ., 2012 Page 1 of 1 174 CC 03-05-2024 174 of 386 ~'ft HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective: P101.473.493.2 Richard Yau 15 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS CONDITIONS AND EXCLUSIONS In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART I. What is covered This insurance applies only to "bodily injury, "property damage", and/or "personal and advertising injury", that is caused by or results from the performance of the specified business operations described in the insured 's application for this policy during the policy period . It is further agreed the application for this policy is deemed a part of and attached to this policy. II. Exclusions -What is not covered A. Bodily Injury and Property Damage Exclusions The following exclusions are added to SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions . This insurance does not apply to, and we will have no duty to investigate, adjust or defend, or to pay any investigation, adjustment or defense costs, including attorney's fees, to defend any insured against any claim or "suit " alleging damages arising out of or related to "bodily injury " or "property damage" to which any of the below exclusions apply. These exclusions will apply to any operations that occur prior to the i nception of the policy, during this policy period, or prior to the inception of the policy and continuing throughout the policy period. Continuous or Progressive Bodily Injury and Property Damage CGL E1951 CW (05/20) "Bodily injury" or "property damage", including continuous , progressively deteriorating , or repeated "bodily injury" or "property damage", that: (1) first existed , or is alleged to have first existed , prior to the inception of continuous coverage with us ; (2) is , or is alleged to be , in the process of taking place prior to the inception of cont inuous coverage with us , even if such actual or alleged "bodily injury" or "property damage" continues during the policy period ; or (3) is caused , or is alleged to have been caused , by the same condition which Includes copyrighted material of Insurance Services Offi ces, Inc., with its permission. Page 1 of 10 175 CC 03-05-2024 175 of 386 Injury to Employees, Contractors, and Employees of Contractors Prior Completed or Abandoned Work resulted in such actual or alleged "bodily injury " or "property damag e" which first existed prior to the inception of continuous coverage with us . "Bodily injury " to : (1) any "employee " of any insured ; or (2) any person(s) who provides services directly or indirectly to or for any insured, regardless of where the services are performed or where the "bodily injury" occurs, including but not limited to a "leased worker", a "temporary worker", a "volunteer worker", a statutory employee, a casual worker, a seasonal worker , a contractor, a subcontractor, an independent contractor, or any person(s) hired by, loaned to, employed by, or contracted by any insured or any insured's contractor, subcontractor, or independent contractor, arising out of and in the course of the employment or retention by or for any insured or the performance of any duties related to the conduct of any insured 's business; or (3) the spouse , child, parent, brother, or sister of any such person(s) described in parts (1) and (2) above, as a consequence of the above, including but not limited to mental anguish, emotional distress , loss of consortium, loss of companionship, loss of guidance, loss of emotional support , and any similar injury or damage . This exclusion applies whether any insured may be liable as an employer or in any other capacity and to any obligation to indemnify or contribute or share damages with someone else who must pay damages because of the injury. "Bodily injury" or "property damage" based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party , which: (1) was completed prior to the inception date of this policy or the earliest inception of continuous coverage with us ; or (2) you or any other party abandoned or have not provided labor, materials, or services for 60 days. The following exclusions are amended as follows for purposes of this Endorsement: In SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, exclusion a. Expected Or Intended Injury and exclusion f. Pollution are deleted in their entirety and replaced with the following: Expanded Intentional Injury "Bodily injury" or "property damage ": (1) expected or intended from the standpoint of the insured; or (2) based upon or arising out of: (a) any actual, threatened, or alleged assault or battery; (b) the failure of any insured or anyone else for whom any insured is or could be held legally liable to prevent or suppress any assault or battery ; (c) the failure of any insured or anyone else for whom any insured is or could be held legally liable to render or secure med ical treatment necessitated by any assault or battery; (d) the rendering of medical treatment by any insured or anyone else for whom any insured is or could be held legally liable that was necess itated octudes,::opyrighte d,naterial of--Page 2-of -0 ------ 1 nsurance Servi ces Offices , Inc ., with its pe rmission . 176 CC 03-05-2024 176 of 386 Pollution (1) by any assault or battery; (e) the negligent employment, investigation, supervision, training, or retention of a person for whom any insured is or ever was legally responsible and whose conduct would be excluded by any of subsections a through d above; or (f) any other cause of action, claim, or "suit" arising out of or resulting from any of the above. "Bodily injury" or "property damage" based upon or arising out of the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, or escape of "pollutants" at any time. However, this exclusion does not apply to "bodily injury" or "property damage" based upon or arising out of heat, smoke, or fumes from a "hostile fire" unless that "hostile fire" occurred or originated at any premises, site, or location: (a) 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; or (b) on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations to test for, monitor, clean up, remove, contain, treat, detoxify, neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost, or expense based upon or 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". B. Personal and Advertising Injury Exclusions The following exclusions are added to SECTION I -COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions. This insurance does not apply to, and we will have no duty to investigate, adjust or defend, or to pay any investigation, adjustment or defense costs, including attorney's fees, to defend any insured against any claim or "suit" alleging damages arising out of or related to "personal and advertising injury" to which any of the below exclusions apply. This exclusion will apply regardless of whether any operations occur prior to the inception of the policy, during this policy period, or prior to the inception of the policy and continuing throughout the policy period. Continuous or Progressive Personal and Advertising Injury CGL E1951 CW (05/20) "Personal and advertising injury", including continuous, progressively deteriorating, or repeated "personal and advertising injury", that is based upon or arises out of an offense that: (1) first existed, or is alleged to have first existed, prior to the inception of continuous coverage with us; (2) is, or is alleged to be, in the process of taking place prior to the inception of continuous coverage with us, even if such actual or alleged offense continues during the policy period; or Includes copyrighted material of Page 3 of 10 Insurance Services Offices, Inc., with its permission . □ 177 CC 03-05-2024 177 of 386 (3) is caused, or is alleged to have been caused, by the same condition which resulted in such actual or alleged offense which first existed prior to the inception of continuous coverage with us. C. Exclusions Applicable to Bodily Injury, Property Damage, and Personal and Advertising Injury The following exclusions are added to both SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I -COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions. This insurance does not apply to, and we will have no duty to investigate, adjust or defend, or to pay any investigation, adjustment or defense costs, including attorney's fees , to defend any insured against any claim or "suit" alleging damages arising out of or related to "bodily injury", "property damage", or "personal and advertising injury" to which any of the below exclusions apply. These exclusions will apply regardless of whether any operations occur prior to the inception of the policy, during this policy period , or prior to the inception of the policy and continuing throughout the policy period . Asbestos Biological Agents Chromated Copper Arsenate "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of any actual or alleged: (1) mining, processing, manufacturing, use, testing , ownership, sale , or removal of asbestos, asbestos fibers , or material containing asbestos ; (2) exposure to asbestos, asbestos fibers, or materials containing asbestos; or (3) provision of instructions, recommendations, notices, warnings, supervision , or advice given, or which should have been given, in connection with asbestos, asbestos fibers, or structures or materials containing asbestos . "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of: (1) the actual, alleged, or threatened contaminative, pathogenic, toxic , or other hazardous properties of "biological agents"; or (2) any: (a) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effect of any "biological agents"; or (b) claim , "suit", or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing, containing, treating , detoxifying, or neutralizing, or in any way responding to or assessing the effects of any "biological agents ". "Bodily injury", "property damage ", or "personal and advertising injury" based upon or arising out of operations or "your work ", conducted by you or on your behalf, or work conducted by an unrelated party, involving any actual, alleged, or threatened exposure at any time to chromated copper arsenate (CCA), regardless of whether: (1) such CCA is in pure form or is or was combined with any other chemical product or material ; or (2) the existence of or exposure to CCA is alleged to have caused damage in any sequence or combination with , or contributed to or was contributed to by, any other cause or causes of injury or damage. This exclusion also applies to any loss , cost , or expense that may be awarded or incurred by reason of a claim or "suit" for any such injury or damage described above . 61:1=1~51-ew t65/~0•ci-------IAel ttdes-eef)yFi§l"lteEI materi al 0f Insurance Services Offices , Inc ., with its permission . -Pa g e 4-0f 1u------ 178 CC 03-05-2024 178 of 386 Commercial or Industrial Boilers or Pressure Vessels Communicable Disease Cross-Suits Demolition or Wrecking CGL E1951 CW (05/20 ) This includes, but is not limited to, any injury or damage actually or allegedly caused by the removal, eradication, detoxification, remediation, or decontamination of CCA or property containing CCA and includes any liability , cost, or expense to remediate or prevent "bod ily injury ", "property damage", or "personal and advertising injury" from CCA. "Bodily injury ", "property damage", or "personal and advertising injury " based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, invo lving any commercial or industrial boilers or pressure vessels , including but not limited to: (1) installation; (2) cleaning ; (3) repa ir; (4) servicing; or (5) inspection. "Bodily injury", "property damage", or "personal and advertising injury " based upon or arising out of any actual or alleged "communicable disease" or the fear or threat , whether real or perceived, of a "communicable disease". Th is exclusion applies even if any other cause or event contributes concurrently or in any sequence to the damages. This exclusion applies even if any claim or "suit " against any insured alleges negligence or other wrongdoing in the: (1) supervision, hiring, employment , tra i ning, or monitoring of others that may be infected w ith and spread any "communicable disease"; (2) testing or failure to test for any "communicable disease"; (3) failure to prevent the spread of any "communicable disease"; or (4) failure to report any "communicable disease" to authorities. This exclusion also applies to any loss , cost, or expense incurred by you or on your behalf to test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to, or assess the effects of, any "communicable disease" or any substance that may cause or transmit any "communicable disease". "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party , alleged in any claim or "suit" brought by a Named Insured , Additional Named Insured , or Additional Insured against any other Named Insured , Additional Named Insured , or Additional Insured. "Bodily injury ", "property damage", or "personal and advertis i ng injury " based upon or arising out of operations or "your work", conducted by you or on you r behalf, or work conducted by an unrelated party , involving any demolition , collapse , or structural injury of any building or structure , partially or in its entirety , by : (1) wrecking bal l or sim ila r apparatus ; (2) explos ives or blasti ng ; or Includes copyrighted material of Pag e 5 of 10 Ins u rance Services Offices , Inc ., wi t h its permission . □ 179 CC 03-05-2024 179 of 386 Employment- Related Practices Liability (3) grading of land, excavating, burrowing, filling, back-filling, tunneling, pile driving, cofferdam work or caisson work or moving, shoring, underpinning, raising or rebuilding any building, or any similar activity. This exclusion also applies to underground "property damage" of wires, conduits , pipes, mains, sewers, tanks, tunnels, or any other similar property beneath the surface of the ground or water. Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of any actual or alleged: (1) obligation under any workers' compensation, unemployment compensation, employers' liability, fair labor standards, labor relations, wage and hour, or disability benefit law, including any similar provisions of any federal, state, or local statutory or common law; (2) liability or breach of any duty or obligation owed by you as an employer or prospective employer; (3) refusal to employ a person or the termination of a person's employment; or (4) harassment, wrongful termination, retaliation, or discrimination, including but not limited to adverse or disparate impact, including any resulting damages sustained at any time by the brother, child, parent, sister, or spouse of such person as a consequence of the above. This exclusion will apply whether you may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of any of the above . Excluded Costs Any: And Damages Exterior Insulation (1) civil, regulatory, or criminal fines; (2) restitution or disgorgement; or (3) sanctions, taxes, or penalties, including those imposed by any federal, state, or local government authority, or any multiple, punitive, or exemplary damages. "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of: (1) the design, manufacture, construction, fabrication, preparation, distribution and sale, installation, application, maintenance or repair, including remodeling, service, correlation or replacement, of any "exterior insulation and finish system", or any substantially similar system, including the application or use of conditioners, primers, accessories, flashings, coatings, caulking, or sealants in connection with such system; or (2) "your product" or "your work" with respect to any exterior component, fixture, or feature of any structure if any "exterior insulation and finish system", or any substantially similar system, is used on the part of that structure containing that component, fixture, or feature. Forestry Operations "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of: nclodeS"'eopyrighted-materia of Insurance Services Offices, Inc., with its permission. -----...,age 6 ef 1,~ 1------- 180 CC 03-05-2024 180 of 386 Foundation Repair, Stabilization, Retrofitting Lead (1) fire, including the cost to extinguish , fight , contain , or clean up debris due to such fire ; (2) the loading or unloading from any vehicle of any timber or other materials relating to forestry, logging, lumbering, or similar land clearing operations; (3) erosion or the failure to control such erosion ; or (4) the erroneous cutting or removal of trees or crops, resulting from operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, involving forestry, logging , lumbering , or similar land clearing operations. "Bodily injury", "property damage", or "personal and advertising injury " based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, involving foundation repair , stabilization, or retrofitting. "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of: (1) the actual, alleged , or threatened contaminative, pathogenic, toxic, or other hazardous propert ies of lead; or (2) any: (a) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effect of lead; or (b) claim , "suit", or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing , contain ing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of lead. Multi-Unit Property "Bodily injury", "property damage", or "personal and advertising in j ury" based upon or arising out of operations or "your work ", conducted by you or on your behalf, or work conducted by an unrelated party, involving: Silica or Silica- Related Dust CGL E1951 CW (05/20 ) (1) any "multi-unit property" or "tract home project " in which more than ten (10) houses or dwelling units have been built, or are in any stage of development, planning, or construction; or (2) the remodeling or conversion of any existing "apartment" or commercial or industrial building to a "multi-unit property". Th is exclusion does not apply to "bodily injury ", "property damage", or "personal and advertising injury" based upon or arising out of: (1) the original construction of any "apartment"; or (2) "repair or remodeling " conducted by you or on you r behalf on any single unit of "residential property", other than an "apartment", provided that the unit is certified for occupancy prior to the commencement of the repair or remodel work . "Bodily injury", "property damage ", or "personal and advertising injury" based upon or arising out of any: (1) actual , alleged , or threatened exposure to , inhalation of, or contact with silicon dioxide, silica products, silica fibers, silica dust , any silica byproducts , or silica , whether a lone or i n combination with any substance , product , or material ; or Includes copyrighted material of Page 7 of 10 Insurance Services Offices , Inc ., with its permission . □ 181 CC 03-05-2024 181 of 386 Subsidence/Earth Movement Toxic Drywall and Similar Products Work Insured Under Wrap-Up Program (2) loss , cost, or expense arising out of any testing for, monitoring , cleaning up , removing , containing , treating , detoxifying , or neutralizing , or in any way responding to or assessing the effects of any material containing silica . "Bodily injury", "property damage ", or "personal and advertising injury " based upon or arising out of the "subsidence" of land . (1) "Bodily injury" or "property damage" based upon or aris ing out of any "your work" or work conducted by an unrelated party, arising out of the actual, alleged, or threatened discharge , dispersal, seepage, migration, or escape of any solid, liquid, gaseous, or thermal irritant or contaminant from any "toxic drywall and similar products". (2) Any loss, cost, or expense based upon or arising out of any: (a) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effect of any "toxic drywall and similar products". (b) claim or "suit" by or on behalf of a governmental authority for damages because of testing, monitoring, cleaning up, removing, containing , treating, detoxifying , or neutralizing, or in any way responding to or assessing the effects of "toxic drywall and similar products". "Bodily injury ", "property damage", or "personal and advertising injury" based upon or arising out of either your ongoing operations or operations included within the "products- completed operations hazard", if a consolidated (wrap-up) insurance program has been provided by the contractor, project manager, or owner of the construction project in which you are involved . This exclusion will apply regardless of whether the consolidated (wrap-up) insurance program provides identical coverage to that afforded by this policy. D. Exclusions Applicable to Medical Payments The following exclusion is amended as follows for purposes of this Endorsement: In SECTION I-COVERAGES, COVERAGE C MEDICAL PAYMENTS, 2. Exclusions, exclusion a. Any Insured is deleted in its entirety and replaced with the following : Any Insured to any insured . Ill. Definitions A. The following definitions apply to this Endorsement. Additional definitions are contained in SECTION V - DEFINITIONS . "Apartment" "Biological agents" means a unit of residential real property in a multi-family residential building or project where all un its are owned by and titled to a single person or entity . means any: a. (1) bacteria ; (2) mildew, mold , or fungi ; (3) other microorganisms; or (4) mycotoxins , spores, or other byproducts of any of the above ; CGl:"E~5 CW '(:)512tJ·---------irn;tod e copyrighted mat eri·al of Insurance Services Offices , Inc., with its permission . -----1--'··age 8 of 49------ 182 CC 03-05-2024 182 of 386 "Communicable disease" "Exterior insulation and finish system" "Multi-unit property" "Repair or remodeling" b. viruses or other pathogens (whether or not a microorganism); or c. colony or group of any of the above. means disease, illness, or disorder caused by bacteria, viruses, parasites, fungi, prions, microbes, or other pathogens, which : a. can be transmitted, directly or indirectly, from one organism to another organism by any means; and b. induces or is capable of inducing damage to human health or human welfare or can cause or threaten damage to, or deterioration or loss of, property or loss of use of property. means a non-load bearing exterior cladding or finish system, and all its component parts, used on any part of any structure, and consisting of: a. a rigid or semi-rigid insulation board made of expanded polystyrene and other materials; b. the adhesive and/or mechanical fasteners used to attach the insulation board to the substrate; c. a reinforced or unreinforced base coat; d. a finish coat providing surface texture to which color may be added; and e. any flashing, caulking, or sealant used with the system for any purpose. means any unit of real property in a multi-use or mixed-use building or property where each unit can be separately owned and titled. means work or operations limited to the maintenance, repair, renovation, restoration , improvement, betterment, alteration, or modification of an existing structure. "Repair or remodeling" does not include such work or operations where 50% or more of the existing structure on which such work or operations are performed has been, or during the course of the work or operations is, demolished . "Residential property" means any structure intended for use or used for human dwelling, in whole or in part, including but not limited to, single-family dwellings, multi-family dwellings, townhomes, condominiums, and appurtenant structures. "Subsidence" means earth movement of any kind, including but not limited to: a. landslide; b. mudflow; C. earth sinking ; d. earth rising ; e. collapse or movement of fill; f. improper compaction; g. earth settling , slipping , falling away, caving in, eroding , or tilting; h. earthquake ;or CGL E1951 CW (05/20) Includes copyrighted material of Page 9 of 10 D Insurance Services Offices, Inc., with its permission . 183 CC 03-05-2024 183 of 386 "Toxic drywall and similar products " "Tract home project" i. any other movement of land or earth , regardless of whether such earth movement is caused by any human act or any act of nature . means any sheetrock, gypsum board , wallboard , or any other similar product which : a. was manufactured in or distributed from the People's Republic of China (PRC); or b. emits : (1) hydrogen sulfide (H2S); (2) sulfur dioxide (SO2); (3) strontium sulfide (SrS); or (4) carbonyl sulfide (COS). means a development of five (5) or more individual and freestanding houses which share common or similar design elements, floor plans, blueprints, and/or architectural details, and which are constructed at the same time, or consecutively, on the same parcel, adjacent parcels, or parcels so located within one geographic area as to be considered a single project. B. The following definition is amended as follows for purposes of this Endorsement: In Section V-Definitions, Subpart (2)(c) of the "Products-completed operations hazard" definition is deleted in its entirety and replaced with the following : {c) When that part of the work done at a job site has been put to its intended use by any person or organization . IV. Conditions The following conditions apply and are conditions precedent to coverage under this policy. Additional conditions are contained in SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS. Anti-Stacking Notwithstanding anything to the contrary in this policy, in the event this policy and any other policy issued to any insured by us or an affiliated company apply to the same occurrence or offense, the maximum limit of our liability under all such pol icies will not exceed the highest applicable limit of insurance available for the occurrence or offense under any one policy . rrclcdes-copyrightee material 0f --------age-19--of 1 1------- lnsurance Services Offices, Inc ., with its permission . 184 CC 03-05-2024 184 of 386 ~'tt HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493.2 Richard Yau 16 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES -CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation Com- mon Policy Condition are replaced by the follow- ing : 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured at the mailing address shown in the policy and to the producer of record, advance written no- tice of cancellation, stating the reason for can- cellation, at least: a. 10 days before the effective date of cancel- lation if we cancel for : (1) Nonpayment of premium ; or (2) Discovery of fraud by : (a) Any insured or his or her representa- tive in obtaining this insurance; or (b) You or your representative in pur- suing a claim under this policy. b. 30 days before the effective date of cancel- lation if we cancel for any other reason . 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following : (1) Nonpayment of premium , including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepre- sentation by: (a) Any insured or his or her representa- tive in obtaining this insurance; or (b) You or your representative in pur- suing a claim under this policy. (3) A judgment by a court or an administra- tive tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks in- sured against. IL 02 70 09 08 © ISO Properties , Inc ., 2007 Page 1 of 4 185 CC 03-05-2024 185 of 386 (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards , by you or your repre- sentati~e , "".'hich materially increase any of the risks insured aga inst. (5) Failure by you or your representative to implement reasonable loss control re- quirements, agreed to by you as a con- dition of policy issuance, or which were conditions precedent to our use of a par- ticular rate or rating plan , if that fa ilure materially increases any of the risks in- sured against. (6) A determination by the Commissioner of Insurance that the : (a) Loss of, or changes in , our reinsur- ance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would : (i) Place us in violation of California law or the laws of the state where we are domiciled ; or (ii) Threaten our solvency. (7) A change by you or your representative in the • activities or property of the com- mercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, in- creased or changed risk is included in the policy . b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation , to the first Named Insured at the mailing address shown in the policy , and to the producer of record , at least: (1) 10 days before the effective date of cancellation if we cancel for nonpay- ment of premium or discovery of fraud ; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. B. The following prov ision is added to the Cancella- tion Common Policy Cond it ion : 7. Residential Property This provision applies to coverage on real prop~rty which is used predominantly for resi- dential purposes and consisting of not more than four dwelling units , and to coverage on tenants' household personal property in a resi- dential unit, if such coverage is written under one of the following : Commercial Property Coverage Part Farm Coverage Part -Farm Property -Farm Dwellings, Appurtenant Structures And House- hold Personal Property Coverage Form a. If such coverage has been in effect for 60 days or less, and is not a renewal of cover- age we previously issued , we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely be- cause the first Named Insured has : (1) Accepted an offer of earthquake cover- age; or (2) ~ancelled or did not renew a policy issued by the California Earthquake Au- thority (CEA) that included an earth- quake policy premium surcharge. -~ However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that in- cludes an earthquake policy premium sur- charge but fails to pay the earthquake poli- cy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises . This Restriction (c.) applies only if coverage is subject to one of the fol- lowing, which exclude loss or damage caused by or resulting from corrosive soil cond itions : (1) Capital Assets Program Coverage Form (Output Policy); (2) Commercial Property Coverage Part - Causes Of Loss-Special Form ; or (3) Farm Coverage Part -Causes Of Loss Form -Farm Property , Paragraph D. Covered Causes Of Loss -Special. Page 2 of 4 © ISO Propert ies , Inc ., 200 7 IL 02 70 09 08 186 CC 03-05-2024 186 of 386 C. The following is added and supersedes any provi- sions to the contrary: NONRENEWAL 1. Subject to the provisions of Paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice stat- ing the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record , at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is wr itten under one of the following : Capital Assets Program (Output Pol icy) Cover- age Part Commercial Property Coverage Part Farm Coverage Part -Farm Property -Farm Dwellings, Appurtenant Structures And House- hold Personal Property Coverage Form a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below: b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However, the following applies only to in- surers who are associate participating in- surers as established by Cal. Ins. Code Section 10089.16. We may elect not to re- new such coverage after the first Named Insured has accepted an offer of earth- quake coverage , if one or more of the fol- lowing reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as re- quired by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous con- dition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the pre- ceding two years and that required a re- duction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsur- ance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position . c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority that included an earthquake policy premium surcharge. d. We will not refuse to renew such coverage solely because corrosive soil conditions ex- ist on the premises . This Restriction (d.) applies only if coverage is subject to one of the following, which exclude loss or dam- age caused by or resulting from corrosive soil conditions : (1) Capital Assets Program Coverage Form (Output Policy); (2) Commercial Property Coverage Part - Causes Of Loss -Special Form ; or (3) Farm Coverage Part -Causes Of Loss Form -Farm Property, Paragraph D. Covered Causes Of Loss -Special. 3. We are not required to send notice of nonre- newal in the following situations : a. If the transfer or renewal of a policy , without any changes in terms , conditions , or rates , is between us and a member of our insur- ance group . IL 02 70 09 08 © ISO Properties , Inc., 2007 Page 3 of 4 187 CC 03-05-2024 187 of 386 b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph C.1. c. If you have obtained replacement coverage , or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage . d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured , in accordance with the timeframes shown in Paragraph C.1., to re- new the policy under changed terms or conditions or at an increased premium rate , when the increase exceeds 25%. Page 4 of 4 © ISO Properties , Inc., 2007 IL 02 70 09 08 188 CC 03-05-2024 188 of 386 ~'~ HISCOX Policy Number: P101.473.493.2 Named Insured : Richard Yau Endorsement Number: 17 Endorsement Effective : 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The term "spouse" is replaced by the following : Spouse or registered domestic partner under Califor- nia law. CG 32 34 01 05 © ISO Propert ies , Inc ., 2004 Page 1 of 1 189 CC 03-05-2024 189 of 386 ~'"' HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured : Endorsement Number: Endorsement Effective: P101.473.493 .2 Richard Yau 18 01/31/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY -OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy, pro- vided : 1. you have agreed in a written contract or agreement to add such additional insured to a policy providing the type of coverage af- forded by this policy; and 2. you have agreed in a written contract or agreement with such additional insured that this insurance would be primary and would not seek contribution from any other insur- ance available to the additional insured. CGL E5581 CW (03/16) Includes copyrighted material of Insurance Services Office , Inc., with its permission Page 1 of 1 190 CC 03-05-2024 190 of 386 ~'t' HISCOX Policy Number: P101.473.493.2 Named Insured: Richard Yau Endorsement Number: 19 Endorsement Effective: 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Coverage Limit of Insurance Hired/Non-owned auto $1,000,000 each occurrence liability The Limit of Insurance shown above will be subject to, and will not increase, the General Aggregate Limit applicable to the Commercial General Liability Coverage Part . If no information is stated above, the relevant information to complete the Schedule will be shown in the Declarations. A. The coverage provided by this endorsement will apply only up to the Limit of Insurance specified above or in the Declarations, if no information is shown in the Schedule. 1. Hired Auto Liability The coverage provided under Coverage A - Bodily Injury and Property Damage Liability in Section I -Coverages applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business. 2. Non-owned Auto Liability The coverage provided under Coverage A - Bodily Injury and Property Damage Liability in Section I -Coverages applies to "bodily injury" or "property damage" arising out of the maintenance or use of any "non-owned auto" in your business by any person. 8. With respect to the coverage provided by this endorsement only, the following apply: 1. The exclusions under Paragraph 2. Exclusions in Coverage A-Bodily Injury and Property Damage Liability in Section I - Coverages, other than Exclusions a., b., d., f., and i. are deleted in their entirety, and exclusions e. and j. are replaced by the following: hn-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 Paragraph (1) above . This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity ; and CGL E5691 CW (11/19) Includes copyrighted material of Insurance Services Offices , Inc., with its permission Page 1 of 2 191 CC 03-05-2024 191 of 386 2. (2) To any obligation to share damages with or repay someone else who must pay damages because of injury. This exclusion does not apply to: (i) Liability assumed by the insured under an "insured contract"; or (ii)"Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any workers' compensa- tion law. hn-j. Damage to Property "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2)Property in the care, custody, or control of the insured. Section II -Who Is An Insured is deleted in its entirety and replaced by the following: Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. Any other person using a "hired auto" with your permission; c. Solely for a "non-owned auto": (1) Any partner or "executive officer" of yours; or (2) Any "employee" of yours ; but only while such "non-owned auto" is being used in your business; and d. Any other person or organization, but only for their liability because of acts or omissions of an insured under a., b. or c. above . None of the following will be considered an insured under this endorsement: (1) Any person engaged in the business of their employer for "bodily injury" to any co- "employee" of such person injured in the course of employment, or to the spouse, child, parent, brother, or sister of that co-"employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; (2) Any partner or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household; (3) Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business" you operate ; (4) The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non-owned auto" or any agent or "employee" of any such owner or lessee ; or (5) Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. For purposes of this endorsement only, Section Ill -Limits of Insurance is amended to the extent necessary to provide the following: Regardless of the number of "hired autos", "non- owned autos", or vehicles involved, or the number of claims made or "suits" brought, the most we will pay for all damages resulting from any one "occurrence" covered under this endorsement will be the Limit of Insurance stated in the Schedule above. All payments we make for damages covered by this endorsement will be a part of, and not in addition to, the General Aggregate Limit stated in the Declarations . D. For the purposes of this endorsement only, 4. Other Insurance in Section IV -Commercial General Liability Conditions is deleted in its entirety and replaced by the following : This insurance is specifically excess over any primary insurance covering the "hired auto" or "non-owned auto". D. With respect to the coverage provided by this endorsement, the following additional definitions are added to Section V-Definitions : 1. "Auto business" means the business or occu- pation of selling, repairing, servicing, storing, or parking "autos". 2. "Hired auto" means any "auto" you lease, hire, rent, or borrow. "Hired auto" does not include any "auto" you lease, hire, rent, or borrow from any of your "employees", your partners, or your "executive officers", or members of their house- holds . 3. "Non-owned auto" means any "auto" you do not own , lease, hire, rent, or borrow which is used in connection w ith your business. This in- cludes "autos" owned by your "employees", your partners, or your "executive officers", or members of their households, but only while used in your business or your personal affairs . CGL E5691 CW(11/19) Includes copyrighted materia l of Insurance Services Offices , Inc ., with its permission Page 2 of2 192 CC 03-05-2024 192 of 386 ~'t'I HISCOX Policy Number: Named Insured : Endorsement Number: Endorsement Effective : P101.4 73.493 .2 Richard Yau 20 01/31/2024 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added: This insurance does not apply to : TERRORISM "Any injury or damage" arising, directly or indirect- ly, out of a "certified act of terrorism". B. The following definitions are added: 1. For the purposes of this endorsement , "any injury or damage" means any injury or damage covered under any Coverage Part to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property dam- age", "personal and advertising injury", "injury" or "environmental damage" as may be defined in any applicable Coverage Part. 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act , to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the fol- lowing : a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terror- ism Risk Insurance Act; and b. The act is a violent act or an act that is dangerous to human life, property or infra- structure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the con- duct of the United States Government by coercion. C. The terms and limitations of any terrorism exclu- sion , or the inapplicability or omission of a terror- ism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. CG 21730115 © Insurance Services Office, Inc., 2014 Page 1 of 1 193 CC 03-05-2024 193 of 386 Hiscox Insurance Company Inc. Policy Number: P101.473.493 .2 Named Insured: Richard Yau Endorsement Number: 21 Endorsement Effective : 01/31/2024 .,,ti HISCOX THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED WAR EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraph 2. Exclusions under Section I -COV- ERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, the exclusion of "War" is de- leted in its entirety and replaced with the following : i. War, Civil War, Cyberwarfare, and NCBR "Bodily injury" or "property damage" based upon or arising out of, directly or indirectly occasioned by, happening through or in consequence of: 1. war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, rebel- lion, revolution, insurrection, military, or usurped power; 2. confiscation, nationalization, requisition, de- struction of, or damage to property by or under the order of any government, public, or local au- thority; 3. "cyberwarfare", to the extent not otherwise ex- cluded by paragraph 1; or 4. any "NCBR malicious act". This will not apply to damage by fire to premises while rented to you or temporarily occupied by you with the owner's permission. Any payments we make for "property damage" to such premises will be subject to the Damage to Premises Limit. B. Paragraph 2. Exclusions under Section I -COV- ERAGE B -PERSONAL AND ADVERTISING IN- JURY LIABILITY, the exclusion of "War" is deleted in its entirety and replaced with the following: o. War, Civil War, Cyberwarfare, and NCBR "Personal and advertising injury", based upon or arising out of, directly or indirectly occasioned by , happening through or in consequence of CGL E2227 CW (03/23) 1. war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, rebel- lion, revolution, insurrection, military, or usurped power; 2. confiscation, nationalization, requisition, de- struction of, or damage to property by or under the order of any government, public, or local au- thority; 3. "cyberwarfare", to the extent not otherwise ex- cluded by paragraph 1; or 4. any "NCBR malicious act". C. In Section V -DEFINITIONS, the following defini- tions are added for purposes of this endorsement: 1. "Cyberwarfare" means any: a. unauthorized access to, or use, alteration, cor- ruption, damage, manipulation, misappropria- tion, theft, deletion, or destruction of, any com- puter hardware or electronic data ; b. creation, transmission, or introduction into a computer system, computer network, or elec- tronic data of a computer virus or harmful code; or c. restriction or inhibition of access to a computer system, computer network, or electronic data, including through a denial-of-service (DoS) at- tack, committed by, or on behalf of, a "state". In determining by whom any action listed in parts a. through c . above is committed we will consider to whom any governing body (including the gov- erning body's intelligence, law enforcement , or military services) attributes such action, regard- less of whether: i. the computer system, computer network, or electronic data is physically located within the jurisdiction of that governing body; or Page 1 of 2 Includes copyrighted material of Insurance Services Office , Inc., with its permission . 194 CC 03-05-2024 194 of 386 ii. there are inconsistent statements within differ- ent branches or agencies of that governing body (including intelligence, law enforcement, or military services) as to whom the action is attributable to. However, if: A. a governing body has not attributed any such action to a "state", or any person, group, as- sociation, or entity acting on the "state's", be- half; and B. there is at least one "media report" or a cy- bersecurity forensic film report indicating that such action is attributed to a "state" or any person, group, association, or entity acting on the "state's" behalf, then we will not pay any damages for "bodily in- jury", "property damage", or "personal and adver- tising injury" resulting from any actions listed in parts a. through c. above until any governing body attributes such action to a "state" or any per- son, group, association, or entity acting on the "state's" behalf. If a governing body does not attribute such action to a "state" or any person, group, association, or entity acting on the "state's" behalf, or declares it is unable to do so, then a "media report" or cyber- security forensic firm report will be conclusive ev- idence that the act was committed by, or on be- half of, a "state". For purposes of this definition, "media report" means an article published by the Associated Press, Reuters, Wall Street Journal, or the British Broadcasting Corporation. For purposes of this definition, "state" means a sovereign state, state-like entity, quasi-state, proto-state, or a state sponsored actor or group. 2. "NCBR malicious act" means an act or series of acts that harms another person or damages prop- erty through the physical release or dispersal of "nuclear, chemical, biological, or radiological agents or materials", which is carried out by any person or group of persons, whether acting alone, on behalf of, or in connection with any organiza- tion . 3. "Nuclear, chemical, biological, or radiological agents or materials" means: a. nuclear reaction, nuclear radiation or radioac- tive particles, whether released or dispersed by nuclear or conventional devices; b. any chemical compound; or c. any pathogen, in sufficient concentration to cause harm to peo- ple or damage to property. CGL E2227 CW (03/23) Includes copyrighted material of Insurance Services Office , Inc., with its permission . Page 2 of 2 195 CC 03-05-2024 195 of 386 ~·ft HISCOX encourage courage• Notices 196 CC 03-05-2024 196 of 386 ~'t9 HISCOX Policyholder Notice Electronic Delivery If you received your insurance policy by email, it is because you have chosen electronic delivery of your policy documents and important notices, including cancellation and nonrenewal notices where permitted by law. We also will send any renewal policy documents to you by email at the address you have provided. If you are currently receiving paper documents and would like to have ease of retrieval and access and save on storage space, you will need to contact us and update your preferences. Most documents can be sent electronically within minutes. For electronic documents, you will need a computer or mobile device with Internet access and the ability to receive external emails. You also will need software such as Adobe Reader® that allows you to view and save PDF documents, and a printer to create paper copies. At any time you may request a paper copy of your policy, or you may withdraw your consent to receive documents by email. We will then send documents to you by US mail at no added cost. You must notify us if your email or street address changes. To update your email or street address, or to request paper documents, please contact us at 888-202-3007. Page 1 of 1 INT N003 CW (01/19) 197 CC 03-05-2024 197 of 386 ~'~ HISCOX Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN's) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury's web site http://www.treas.gov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries . Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country . A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following : -~ (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured , who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions ; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions ; (4) Property that is located in a Sanctioned Country or that is owned by , rented to or in the care, custody or control of a Sanctioned Country government , where any activities related to such property are prohibited by US economic or trade sanctions ; or (5) Property that is owned by , rented to or in the care , custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions . Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury's website at http://ww w.treas.g ov /offices/enforcemen t/ofac/. INT N001 CW 01 09 Page 1 of 1 198 CC 03-05-2024 198 of 386 ~'rt HISCOX Hiscox Insurance Company Inc. WAR EXCLUSION NOTICE Your renewal policy will contain a War Exclusion endorsement that amends the war exclusion in your policy to specifically exclude cyberwarfare and nuclear, chemical, biological, and radiological (NCBR) attacks. This endorsement clarifies our longstanding intent to exclude all types of war from coverage. It clarifies and does not alter the intended scope of coverage offered under your policy . If you have additional questions or concerns about the endorsement or this Notice, please contact us at 1-866-424-8508. Thank you for your business and we look forward to continue providing you with quality service . INT N0425 CW (03/23) 199 CC 03-05-2024 199 of 386 200 CC 03-05-2024 200 of 386 FIRST AMENDMENT TO AGREEMENT 283 BETWEEN THE CITY OF CUPERTINO AND RICHARD YAU FOR PROGRAM AND PROJECT MANAGEMENT CONSULTANT SERVICES This First Amendment to Agreement 283 between the City of Cupertino and Richard Yau is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Richard Yau, a Sole Proprietorship/Individual ("Contractor") whose address is 11523 Country Spring Ct., Cupertino, CA 95014, and is made with reference to the following: RECITALS: On July 29, 2021 Agreement 283 ("Agreement") was entered into by and between City and Contractor for Program and Project Management Consultant Services. A. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will be based upon actual costs but that will be capped so as not to exceed $170,000.00 -("Contract • Price"), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO BynTa,,, Title Assistant Director of Public Works Date Feb 9, 2023 1 RICHARD YAU Riuhard yau By ___________ _ Title Consultant Date Feb 8, 2023 201 CC 03-05-2024 201 of 386 APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date Feb 9, 2023 EXPENDITURE DISTRIBUTION __ !_t_em_ __ l..;.;;..._.;.;......;;;...;;;...;;;;.C....;<>;...n..;..tr....;ac_t_N.;;;.~....;m;;;;;b.;;;.~r_....;_....;===;lc_____ _ Amount ______ .1 1-0-n-.g-in-al_A_gr_e_e_m_en_t __ _,,I 2022-002 I, $125,000.otj Amendment #1 I $45 ,ooo.otj T_ota_l _____________ I _________ ·--------~~-$~0,00Q.O ~ 2 202 CC 03-05-2024 202 of 386 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 02/08/2023 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INl·uRMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA PHONE (888) 202-3007 I FAX 520 Madison Avenue /Alf" No. Ext\: (A/C Nol: E-MAIL contact@hiscox.com 32nd Floor ADDRESS: New York, New York 10022 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B: Richard Yau INSURERC: 11523 Country Spring Court Cupertino, CA 95014 INSURERD : INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER !MM/DD/YYYYl !MM/DD/YYYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -~ CLAIMS-MADE CK] OCCUR UAMAC>t: I U Kt:N I t:D PREMISES /Ea occurrence\ $ 100 ,000 -MED EXP (Any one person) $ 5 ,000 A y P101.473.493.1 01/31/2023 01/31/2024 PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ □PRO-DLoc PRODUCTS -COMP/OP AGG $ SIT Gen . Agg . POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ /Ea accident\ - ANY AUTO BODILY INJURY (Pe r person ) $ --ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ A -AUTOS ~ AUTOS P101.473.493.1 01/31/2023 01/31/2024 X X NON-OWN ED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ ~ fn~~ 0~~~~~~';;]1 $ 1,000,000 UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I ~ffTuTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXC LUDED ? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is required) City of Cupertino is listed as an Additional Insured. The Hiscox General Liability Policy is endorsed with Primary and Noncontributory endorsement in fa vor of City of Cupertino . CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 Torre Avenue SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cupertino , CA 95014 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPRESENTATIVE »= - I © 1988-2015 ACORD CORPORATION . All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 203 CC 03-05-2024 203 of 386 ~·t' HISCOX encourage courage • Hiscox Insurance Company Inc. Your Insurance Documents Enclosed you will find the policy documents that make up your insurance contract with us. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 844-357-0840 (Mon-Fri, 7am -10pm ET). Your insurance documents Declarations Page This contains specific policy information, such as the limits and deductibles you have selected . Policy Wording This details the terms and conditions of your coverage , subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy. Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased) and other important items required by your state. Application Summary This is a summary of the information that you provided to us as part of your application. Please review this document and let us know if any of the information is incorrect. Reporting a claim Please inform us immediately if you have a claim or loss to report. Please have your policy number available, which can be found on the declarations page, so we can hand le your call quickly. Contact us via the methods below or file a claim using our online form at https ://www.hi sco x.com/manage-your-policy/claims -center . Email: reportaclaim@hiscox.com Phone:866-424-8508 Mail: Hiscox Claims Center 5 Concourse Parkway Suite 2150 Atlanta , GA 30328 204 CC 03-05-2024 204 of 386 ~·I" HISCOX encourage courage• Declarations Page 205 CC 03-05-2024 205 of 386 ~·~ HISCOX encourage courage• HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue , Suite 600 , Chicago , Illinois 60603 Commercial General Liability Declarations In return for the payment of the premium, and subject to all the terms of this Policy, we agree with you to provide the insurance as stated in this Policy. Declaration effective from: Policy No .: Named Insured : Address : Email Address : Policy period : Form of Business : Each Occurrence Limit: I January 31, 2023 I P101.473.493.1 I Richard Yau 11523 Country Spring Court Cupertino, CA 95014 I richardyau88@yahoo .com From : ._I J_a_n_u_a_ry_3_1_, _20_2_3 ____ __.I To: At 12 :01 A .M. (Standard Time) at the address shown above . I Sole Proprietor 1 $1.000.000 I January 31 , 2024 Damage to Premises Rented to You Limit: I $100,000 Any one premises Medical Expense Limit: I $5,000 Any one person Personal & Advertising Injury Limit: $1,000,000 Any one person or organization General Aggregate Limit: j $2,000,000 !========================: Products/Completed Operations Products-completed operations are subject to the General Aggregate Limit Aggregate Limit: Supplemental Business Personal Property Floater $0 Coverage Limit: Supplemental Business Personal Property Floater I Not Applicable Coverage Deductible : ._ __________________________ ____, All Premises You Own , Rent or Occupy Premises Number: Address : Total Premium: Attachments : CGL D001 10 18 11523 Country Spring Court Cupertino, CA 95014 11,196.00 See attached Forms and Endorsements Schedule. Include s copyrighted material of Insurance Services Office , Inc., with its permission .© ISO Properties , Inc., 2000 Page 1 206 CC 03-05-2024 206 of 386 fl)·~ HISCOX encourage courage• HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600 , Chicago, Illinois 60603 IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the lnsure~s duly authorized representative. President Secretary Authorized Representative CGL D001 10 18 Includes copyrighted material of Insurance Services Office, Inc ., with its permission .© ISO Properties, Inc ., 2000 Page 2 207 CC 03-05-2024 207 of 386 ~·I" HISCOX encourage courage• HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600 , Chicago , Illinois 60603 Forms and Endorsements Schedule Forms and Endorsements made part of this policy at time of issue: CGL 0001 10 18 -Commercial General Liability Declarations INT 0001 01 10 -Forms and Endorsements Schedule CG 00 01 12 07 -General Liability Coverage Form CGL E5401 CW (03/10) -Definition of Employee CGL E5403 CW (03/10) -Notice Information CGL E5404 CW (03/10) -Exclusion -Personal Information CGL E5407 CW (03/10) -Exclusion -Professional Services CGL E5408 CW (03/10) -Cancellation Provision (14 Day Full Refund) CGL E5409 CW (03/10) -Right and Duty to Select Defense Counsel CGL E5421 CW (02/14) -Additional Insured -Automatic Status IL 00 17 11 98 -Common Policy Conditions IL 00 21 09 08 -Nuclear Energy Liability Exclusion Endorsement (Broad Form) CG 00 68 05 09 -Recording and Distribution of Material or Information in Violation of Law Exclusion CG 21 41 11 85 -Exclusion -lntercompany Products Suits CGL E5416 CW (01/13) -Exclusion -Construction Management Errors and Omissions Endorsement CG 22 43 04 13 -Exclusion -Engineers, Architects Or Surveyors -Professional Liability Endorsement CG 22 24 04 13 -Exclusion -Inspection, Appraisal And Survey Companies Endorsement CGL E1951 CW (05/20) -Contractors Conditions and Exclusions IL 02 70 09 08 -California Changes -Cancellation and Nonrenewal CG 32 34 01 05 -California Changes CGL E5581 CW (03/16) -Primary and Noncontributory -Other Insurance Condition CGL E5691 CW (11/19) -Hired Auto And Non-Owned Auto Liability CG 21 73 01 15 -Exclusion Of Certified Acts Of Terrorism INT N003 CW (01/19) -Policyholder Notice Electronic Delivery INT N001 CW {01/09) -Economic And Trade Sanctions Policyholder Notice INT D001 01 10 Page 1 of 1 208 CC 03-05-2024 208 of 386 fl).I" HISCOX encourage courage• Policy Wording 209 CC 03-05-2024 209 of 386 ~''"' HISCOX COMMERCIAL GENERAL LIABILITY CG 00 0112 07 COMMERCIAL GENERAL 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 policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy . The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II -Who Is An In- sured . Other words and phrases that appear in quotation marks have special meaning . Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "bodily injury" or "property damage" 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" or "property damage" to which this in- surance does not apply . We may, at our discre- tion , investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance ; and (2) Our right and duty to defend ends when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C . No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments -Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "oc- currence" or claim, knew that the "bodily in- jury" 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 con- tinuation, change or resumption of such "bodily injury" or "property damage" during or after the pol icy period will be deemed to have been known prior to the policy period . c. "Bodily -injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have oc- curred by any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation , change or resumption of that "bodily injury" or "property damage" af- ter the end of the policy period . d . "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed un - der Paragraph 1. of Section II -Who Is An In- sured 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 in- surer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. CG 00 01 12 07 © ISO Properties , Inc ., 2006 Page 1 of 16 D 210 CC 03-05-2024 210 of 386 e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care , loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to : a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured . This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property . b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages : (1) That the insured would have in the absence of the contract or agreement ; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary litiga- tion expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided : (a) Liability to such party for , or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation ex - penses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are al- leged. 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 un - der the influence of alcohol ; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alco- holic beverages . This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages . d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment 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 bus iness ; or (2) The spouse, child , parent, brother or sister of that "employee" as a consequence of Paragraph (1) above . This exclus ion applies whethe r the insu red may be liable as an employer or in any other capacity and to any obligation to share dam - ages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured con- tract". Page 2 of 16 © ISO Prope rt ies , Inc ., 2006 CG 00 0112 07 □ 211 CC 03-05-2024 211 of 386 f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease 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 subparagraph 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 your pol- icy as an additional insured with re- spect 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 in- sured, other than that additional in- sured; 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 han- dling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the "pollutants" are brought on or to the premises, site or lo- cation in connection with such opera- tions by such insured, contractor or sub- contractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lu- bricants or other operating fluids which are needed to perform the normal electrical, hydraulic or me- chanical 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 re- lease of the fuels, lubricants or other operating fluids, or if such fuels, lu- bricants 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 per- formed 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 connec- tion with operations being performed by you or on your behalf by a con- tractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming 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 ef- fects of, "pollutants". CG 00 0112 07 © ISO Properties, Inc., 2006 Page 3 of 16 □ 212 CC 03-05-2024 212 of 386 (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, re- move, contain, treat, detoxify or neutral- ize, or in any way respond to , or assess the effects of, "pollutants"; or (b) Claim or "suit" by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 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 govern - mental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft, "auto" or wa - tercraft owned or operated by or rented or loaned to any insured . Use includes operation and "loading or unloading". This exclus ion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employ- ment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrust- ment to others of any aircraft, "auto" or water- craft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is : (a) Less than 26 feet long ; and (b) Not being used to carry persons or property for a charge; (3) 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 ; (4) Liability assumed under any "insured con- tract" for the ownership , maintenance or use of aircraft or watercraft ; or (5) "Bodily injury" or "property damage" aris ing out of: (a) The operation of machinery or equip- ment 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 law in the state where it is li- censed or principally garaged; or (b) the operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equip- ment". 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 for, or while being prepared for , any prearranged racing, speed , demolition , or stunting activity . i. War "Bodily injury" or "property damage", howeve r 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 govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these . j . 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 repa ir, replacement , enhancement, restora - tion 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 ; (3) Property loaned to you ; (4) Personal property in the care , cus tody or con trol of the insu red ; Page 4 of 16 © ISO Prope rti es , Inc ., 200 6 CG 00 0112 07 □ 213 CC 03-05-2024 213 of 386 (5) That particular part of real property on which you or any contractors or subcontrac- tors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those op- erations; or (6) That particular part of any property that must be restored, repaired or replaced be- cause "your work" was incorrectly per- formed 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 con- tents of such premises, rented to you for a pe- riod of 7 or fewer consecutive days . A separate limit of insurance applies to Damage To Prem- ises Rented To You as described in Section Ill -Limits Of Insurance . Paragraph (2) of th is exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you . Paragraphs (3), (4), (5) and (6) of this exclu- sion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. 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 sub- contractor. m. 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 danger- ous 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 ac- cidental physical injury to "your product" or "your work" after it has been put to its intended use . n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, 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. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and ad- vertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data . As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Distribution Of Material In Violation Of Statutes "Bodily injury" or "property damage" arising di- rectly 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; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending , transmit- ting, communicating or distribution of mate- rial or information . CG 00 01 12 07 © ISO Propert ies , Inc., 2006 Page 5 of 16 □ 214 CC 03-05-2024 214 of 386 Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill -Limits Of Insurance . COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be - comes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies . We will have the right and duty to defend the insured aga inst any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "per- sonal and advertising injury" to which this in- surance does not apply. We may, at our discre- tion, investigate any offense and settle any cla im or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Ill -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or med i- cal expenses under Coverage C. No other obl igation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments -Coverages A and B. b. This insurance applies to "personal and adver- tising 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. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowl- edge that the act would violate the rights of an - other and would inflict "personal and advertis- ing injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material , if done by or at the direction of the insured with knowl- edge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to li- ability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied con- tract to use another's advertising idea in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or per- formance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertise - ment". i. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trade- mark, trade secret or other intellectual property rights. Under this exclusion, such other intellec- tual property rights do not include the use of another's advertising idea in your "advertise- ment". However, this exclusion does not apply to in- fringement, in your "advertisement", of copy - right, trade dress or slogan. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is : (1) Advertising , broadcasting , publishing or telecasting ; (2) Designing or determining content of web- sites for others; or Page 6 of 16 © ISO Properties, Inc., 2006 CG 00 0112 07 □ 215 CC 03-05-2024 215 of 386 (3) An Internet search , access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Sec- tion. For the purposes of this exclusion , the placing of frames, borders or links, or advertis ing, for you or others anywhere on the Internet, is not by itself, considered the business of advertis- ing, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the in- sured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mis- lead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual , alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) 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 (2) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring , cleaning up, remov- ing, containing , treating, detoxifying or neu- tralizing , or in any way responding to , or assessing the effects of, "pollutants ". o. War "Personal and advertising injury", howeve r caused, arising, directly or ind irectly, 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 govern- ment, sovereign or other authority using military personnel or other agents ; or (3) Insu rrection , rebellion , revolution , usurped power, or action taken by governmental au - thority in hindering or defending aga inst any of these . p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising di- rectly 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 ; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law ; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending , transmit- ting, communicating or distribution of mate- rial or information . COVERAGE C MEDICAL PAYMENTS 1. 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: (a) The accident takes place in the "cover- age territory" and during the pol icy pe- riod ; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examina- tion, 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 wi ll not exceed the ap- plicable limit of insurance . We will pay reason- able expenses for: (1) Fi rst aid administered at the time of an accident; (2) Necessary med ical , surgical , x-ray and dental services , including prosthetic de - vices ; and (3) Necessary ambulance , hospital , profes- sional nursing and funeral services . CG 00 0112 07 © ISO Properties , In c., 2006 Page 7 of 16 □ 216 CC 03-05-2024 216 of 386 2. Exclusions 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 . c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occu- pies. 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 work- ers' 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 within the "products-completed opera- tions hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS-COVERAGES A ANDB 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies . We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d . All reasonable expenses incurred by the in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", includ- ing actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys ' expenses taxed against the insured. f. 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 in- terest based on that period of time after the of- fer. g. 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 depos- ited in court the part of the judgment that is within the applicable limit of insurance . These payments will not reduce the limits of insur- ance . 2. 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: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the li- ability of the indemnitee in a contract or agree- ment that is an "insured contract"; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the inter- ests of the insured and the interests of the in- demnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem- nitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemn itee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "su it"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee ; and (2) Provides us w ith written authorization to : (a) Obtain records and other information related to the "suit"; and Page 8 of 16 © ISO Properties , Inc ., 2006 CG 00 0112 07 □ 217 CC 03-05-2024 217 of 386 (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that in- demnitee, 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 2.b.(2) of Section I -Cov- erage A -Bodily Injury And Property Damage Li- ability, 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 litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments or the conditions set forth above , or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II -WHO 15 AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insur- eds , but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with re- spect 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 du- ties as your officers or directors . Your stock- holders 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 du- ties as trustees . 2. Each of the following is also an insured : a. Your "vo lunteer workers" only while performing duties related to the conduct of your business , or you r "employees", other than either yo ur "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 "em- ployees" 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 li - ability company), to a co-"employee" wh ile in the course of his or her em- ployment or performing duties related to the conduct of your business, or to your other "volunteer workers" while perform- ing duties related to the conduct of your business ; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volun- teer worker" as a consequence of Para- graph (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 . (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to , in the ca re, custody or con- trol 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 mem- ber (if you are a limited liability company). CG 00 0112 07 © ISO Properties , Inc., 2006 Page 9 of 16 □ 218 CC 03-05-2024 218 of 386 b. Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. 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. Your legal representative if you die, but only with respect to duties as such. That represen- tative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured if there is no other similar insurance avail- able to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 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 . SECTION Ill -LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage 8. 3. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed op- erations hazard". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay un- der Coverage B for the sum of all damages be- cause of all "personal and advertising injury" sus- tained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property dam- age" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises , while rented to you , or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Ex- pense Limit is the most we will pay under Cover- age C for all medical expenses because of "bodily injury" sustained by any one person . 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. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You 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 pos- sible, 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 Page 10 of 16 © ISO Properties , Inc., 2006 CG 00 0112 07 □ 219 CC 03-05-2024 219 of 386 (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date rece ived; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica - ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands , notices, summonses or legal pa- pers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. 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. 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 Coverage Part or that are in excess of the ap- plicable limit of insurance . An agreed settlement means a settlement and release of liability signed by us , the insured and the claimant or the claim- ant's legal representative . 4. Other Insurance If other valid and co ll ectible insurance is available to the insured for a loss we cover under Cover- ages A or B of th is Cove rage Part, our obligations are limited as follows : a. Primary Insurance This insurance is primary except when Para- graph b. below applies . If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insur- ance by the method described in Paragraph c. below . b. Excesslnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk , Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occu- pied by you with permission of the owner ; (iii) That is insurance purchased by you to cover you r liability as a tenant for "property damage" to premises rented to you or temporarily occu- pied by you with permission of the owne r; or (iv) If the loss arises out of the mainte- nance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Dam- age Liability. (b) Any other primary insurance available to you covering liability for damages aris - ing out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess , we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against tha t "suit". If no other insurer de- fends , we will undertake to do so , but we will be entitled to the insured's rights aga ins t all those other insurers. CG 00 01 12 07 © ISO Properties , Inc ., 200 6 Page 11 of 16 □ 220 CC 03-05-2024 220 of 386 (3) 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other in- surance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed 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 of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer con- tributes equal amounts until it has paid its ap- plicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree : a. The statements in the Declarations are accu- rate and complete; b . Those statements are based upon representa- tions you made to us ; and c. We have issued this policy in reliance upon your representations . 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The in- sured 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice . SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific mar- ket segments about your goods, products or ser- vices for the purpose of attracting customers or supporters. For the purposes 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 ser- vices for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads , including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com - pulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mob ile equ ip- ment". Page 12 of 16 © ISO Properties , Inc., 2006 CG 00 0112 07 □ 221 CC 03-05-2024 221 of 386 3. "Bodily injury" means bodily injury , sickness or disease sustained by a person, including death re- sulting from any of these at any time . 4. "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 Paragraph a. above; or c. All other parts of the world if the injury or dam- age arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above ; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or simi- lar electronic means of communication provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in Parag raph a. above or in a settlement we agree to . 5. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". 6. "Executive officer" means a person hold ing any of the officer positions created by your charter, con - stitution , by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncon- trollable or breaks out from where it was intended to be . 8. "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 , defi- cient, 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 the re - pair, replacement , adjustment or removal of "your product" or "your work" or your fulfilling the terms of the con trac t or agreeme nt. 9 . "Insured contract" means : a . A contract for a lease of premises . However, that portion of the contract for a lease of prem- ises that indemnifies any person or organiza- tion for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad ; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification 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 dam- age" to a third person or organization . Tort li- ability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle , tracks, road- beds, tunnel, underpass or crossing; (2) That indemn ifies an architect, engineer or suNeyor for injury or damage arising out of: (a) Preparing , approving, or failing to pre- pare or approve , maps, shop drawings, opinions , reports, suNeys , field orders, change orders or drawings and specifi- cations; or (b) Giving directions or instructions , or failing to give them , if that is the primary cause of the injury or damage; or (3) Under which the insured , if an architect, eng ineer or suNeyor, assumes liability for an injury or damage arising out of the in- sured's rendering or fai lure to render pro- fessional seNices, including those listed in (2) above and supeNisory , inspection , ar- chitectural or engineering activities . CG 00 0112 07 © ISO Properties , Inc ., 2006 Page 13 of 16 D 222 CC 03-05-2024 222 of 386 10. "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". 11. "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, water- craft or "auto" to the place where it is finally de- livered ; 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 at- tached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery 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, main- tained primarily to provide mobility to perma- nently 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 Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: (1) Air compressors , pumps and generators, including spraying, welding, building clean- ing, 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 Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo . However, self-propelled vehicles with the fol- lowing types of permanently attached equip- ment are not "mobile equipment" but will be considered "autos": (1) Equipment 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 clean- ing , geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehi- cle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13. "Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions . 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: 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 oc- cupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication , in any manner, of material that slanders or libels a person or or- ganization or disparages a person's or organi- zation's goods , products or services; e . Oral or written publication , in any manner , of material that violates a person's right of pri- vacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". Page 14 of 16 © ISO Properties , Inc., 2006 CG 00 0112 07 D 223 CC 03-05-2024 223 of 386 15. "Pollutants" mean 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. 16. "Products-completed operations hazard": a. Includes all "bodily injury" and "property dam- age" 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 pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the fol- lowing 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 con- tract 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. 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; (2) The existence of tools, uninstalled equip- ment or abandoned or unused materials; or (3) Products or operations for which the classi- fication, listed in the Declarations or in a policy schedule, states that products- completed operations are subject to the General Aggregate Limit. 17. "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 the "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from com- puter software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 19."Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions . 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, dis- tributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose busi- ness 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, du- rability, performance or use of "your prod- uct"; and CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 15 of 16 □ 224 CC 03-05-2024 224 of 386 (2) The providing of or failure to provide warn - ings or instructions. c. Does not include vending machines or other property rented to or located for the use of oth- ers but not sold . 22. "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, du- rability, performance or use of "your work", and (2) The providing of or failure to provide warn- ings or instructions. Page 16 of 16 © ISO Properties, Inc., 2006 CG 00 0112 07 □ 225 CC 03-05-2024 225 of 386 ~·ti HISCOX encourage courage• Endorsements 226 CC 03-05-2024 226 of 386 fl).fl HISCOX encourage courage• Hiscox Insurance Company Inc. Policy Number: Named Insured : Endorsement Number: Endorsement Effective : P101.473.493 .1 Richard Yau 1 01/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEFINITION OF EMPLOYEE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART In Section V -DEFINITIONS, Definition 5. "Employee" is deleted and replaced with the following : 5. "Employee" includes a "leased worker" and a "temporary worker". CGL E5401 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc ., with its permission. Page 1 of 1 227 CC 03-05-2024 227 of 386 ~'"' HISCOX Hiscox Insurance Company Inc. Policy Number: P101.473.493 .1 Richard Yau Named Insured: Endorsement Number: 2 Endorsement Effective: 01/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Where To Send Notice Phone: Email: Mail: 866-424-8508 reportaclaim@hiscox.com Hiscox 5 Concourse Parkway, Suite 2150 Attn: Direct Claims Atlanta GA, 30328 Subparagraph 2. Duties In The Event Of Occur- rence, Offense, Claim Or Suit in Section IV - COMMERCIAL GENERAL LIABILITY CONDI- TIONS is amended to include the following: Any notification required by this policy shall be pro- vided to us at the address listed in the above SCHEDULE. CGL E5403 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 228 CC 03-05-2024 228 of 386 ~'ti HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493 .1 Richard Yau 3 01/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -PERSONAL INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 2. Exclusions under Section I -COV- ERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE C -MEDICAL PAYMENTS is amended to include the following exclusion: Personal Information "Bodily injury", "property damage" or "personal and advertising injury" caused by the insured 's failure to protect any non-public, personally identifiable infor- mation in the insured's care, custody or control. CGL E5404 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc., with its permis sio n. Page 1 of 1 229 CC 03-05-2024 229 of 386 ~'~ HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493.1 Richard Yau 4 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -PROFESSIONAL SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 2. Exclusions under Section I - COVERAGE A -BODILY INJURY AND PROPER- TY DAMAGE LIABILITY, and COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, is amended to include the following exclusion : Professional Services "Bodily injury", "property damage" or "personal and advertising injury" caused by the rendering or failure to render any professional service. CGL E5407 CW (03/10) --------------- This exclusion applies even if the claims allege neg- ligence or other wrongdoing in the supervision, hir- ing, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering or failure to render any pro- fessional service. Page 1 of 1 Includes copyrighted material of Insurance Services Office , Inc., with its permission . 230 CC 03-05-2024 230 of 386 ~,,. HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured : Endorsement Number: Endorsement Effective : P101.473.493 .1 Richard Yau 5 01/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION PROVISION (14 DAY FULL REFUND) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART All Coverage Parts included in this policy are subject to the following condition : Notwithstanding anything in the "COMMON POLICY CONDITIONS" or any other cancellation provision to the contrary, if the first Named Insured cancels within 14 days of the inception of the policy period shown in the Declarations without there having been : (i) an "occurrence" that caused "bodily in- jury" or "property damage"; (ii) an offense arising out of your business that caused a "personal and advertising injury"; or (iii) an accident that caused "bodily injury"; then we shall return in full any pre- mium amount actually paid to us . In such event, the effective date of cancellation shall be deemed to be the inception date of the policy period shown in the Declarations. CGL E5408 CW (03/10) Includes copyrighted material of Insurance Services Office, Inc ., with its permission . Page 1 of 1 231 CC 03-05-2024 231 of 386 ~'ft HISCOX Hiscox Insurance Company Inc. Policy Number: P101.473.493 .1 Named Insured : Richard Yau Endorsement Number: 6 Endorsement Effective : 01/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RIGHT AND DUTY TO SELECT DEFENSE COUNSEL This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART In regard to any covered "suit" seeking damages under Section I -COVERAGE A -BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY or COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, our right and duty to defend shall include the right to select defense counsel. CGL E5409 CW (03/10) age of 232 CC 03-05-2024 232 of 386 ~'ft HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493.1 Richard Yau 7 01/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -AUTOMATIC STATUS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured any per- son(s) or organization(s) for whom you are performing operations or leasing a premises when you and such person(s) or organiza- tion(s) have agreed in writing in a contract or agreement that such person(s) or organiza- tion(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to lia- bility 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 opera- tions; or 2. In connection with your premises owned by or rented to you. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations or lease agreement for that additional insured are completed. CGL E5421 CW (02/14) Includes copyrighted material of Insurance Services Office , Inc ., with its permission . Page 1 of 1 233 CC 03-05-2024 233 of 386 ~'t" HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective: P101 .473.493 .1 Richard Yau 8 01/31/2023 Hiscox Insurance Company Inc. COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deli- vering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named lnsured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation . The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due . If we cancel, the refund will be pro rata . If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed , proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded . The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy . C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time dur- ing the policy period and up to three years after- war . D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections , surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public . And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections , surveys , reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes , ordin- ances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions : 1. Is responsible for the payment of all premiums ; and 2. Will be the payee for any return premiums we pay. IL00171198 Copyright , Insurance Services Office , Inc ., 1998 Page 1 of 2 234 CC 03-05-2024 234 of 386 F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured . If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive . Until your legal representative is appointed , anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. Page 2 of 2 Copyright, Insurance Services Office, Inc., 1982 , 1983 IL00171198 235 CC 03-05-2024 235 of 386 "'fl HISCOX Policy Number : Named Insured : Endorsement Number : Endorsement Effective : P101.473.493 .1 Richard Yau 9 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT {Broad Form) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The insurance does not apply : A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nuc- lear energy liability policy issued by Nuclear Energy Liability Insurance Association , Mu- tual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors , or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability ; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which {a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or {b) the "in- sured" is, or had this policy not been issued would be , entitled to indemnity from the United States of America, or any agency thereof , under any agreement entered into by the United States of America , or any agency thereof, with any person or organi- zation . B. Under any Medical Payments coverage, to expenses incurred with respect to "bodily in- jury" resulting from the "hazardous properties" of "nuclear material" and arising out of the op- eration of a "nuclear facility" by any person or organization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazard- ous properties" of "nuclear material", if: (1) The "nuclear material" {a) is at any "nuclear facility" owned by , or operated by or on be- half of, an "insured" or {b) has been dis- charged or dispersed therefrom ; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time pos- sessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials , parts or equipment in connection with the planning , construction , maintenance , operation or use of any "nuc- lear facility", but if such facility is located within the United States of America , its terri - tories or possessions or Canada , this ex- clusion (3) applies only to "property dam- age" to such "nuclear facility " and any property thereat. 2. As used in this endorsement: IL 00 210908 © ISO Properties , Inc ., 2007 Page 1 of 2 236 CC 03-05-2024 236 of 386 "Hazardous properties" includes radioactive , toxic or explosive properties . "Nuclear material" means "source material", "spe- cial nuclear material" or "by-product material". "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentra- tion of uranium or thorium from any ore processed primarily for its "source material" content , and (b) resulting from the operation by any person or or- ganization of any "nuclear facility" included under the first two paragraphs of the definition of "nuc- lear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling , processing or packag- ing "waste"; (c) Any equipment or device used for the processing, fabricating or alloying of "spe- cial nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of pluto- nium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235 ; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioac- tive contamination of property. Page 2 of 2 © ISO Properties , Inc., 2007 IL 00 210908 237 CC 03-05-2024 237 of 386 "'ti HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493 .1 Richard Yau 10 01/31/2023 Hiscox Insurance Company Inc. RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION IN VIOLATION OF LAW EXCLUSION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion q. of Paragraph 2. Exclusions of Sec- tion I -Coverage A -Bodily Injury And Proper- ty Damage Liability is replaced by the following : 2. Exclusions This insurance does not apply to: q. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to vi- olate : (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 Accu- rate Credit Transaction Act (FACTA); or (4) Any federal , state or local statute, ordin- ance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses , prohibits , or limits the print- ing, dissemination , disposal , collecting , recording , sending, transmitting, com- municating or distribution of material or information . B. Exclusion p. of Paragraph 2. Exclusions of Sec- tion I -Coverage B -Personal And Advertising Injury Liability is replaced by the following : 2. Exclusions This insurance does not apply to : p. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising di- rectly or indirectly out of any action or omis- sion 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 Accu- rate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute , ordin- ance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions , that addresses , prohibits, or limits the print- ing, dissemination, disposal , collecting, recording, sending , transmitting, com- municating or distribution of material or information. CG 00 68 05 09 © Insurance Services Office , Inc ., 2008 Page 1 of 1 238 CC 03-05-2024 238 of 386 ~♦,. HISCOX Policy Number: P101.473.493 .1 Named Insured : Richard Yau Endorsement Number: 11 Endorsement Effective: 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -INTERCOMPANY PRODUCTS SUITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance does not apply to any claim for dam- ages by any Named Insured against another Named Insured because of "bodily injury" or "property dam- age" arising out of "your products" and included within the "products-completed operations hazard ." CG 21 4111 85 Copyright , Insurance Services Office , Inc ., 1984 Page 1 of 1 239 CC 03-05-2024 239 of 386 .,,~ HISCOX Policy Number: P101.473.493 .1 Named Insured : Richard Yau Endorsement Number: 12 Endorsement Effective : 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -CONSTRUCTION MANAGEMENT ERRORS AND OMISSIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability and Paragraph 2., Exclusions of Section I -Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: 1. The preparing , approving , or failure to prepare or approve , maps , shop drawings , opinions , reports , suNeys, field orders, change orders or drawings and specificat ions by any architect, engineer or suNeyor performing seNices on a project on which you serve as a construction manager; or 2. Inspection, supeNision, quality control, architectural or engineering activities done by or for you on a project on which you seNe as construction manager. while in the care , custody or control of any insured , or This exclusion applies even if the claims against any insured allege negl igence or other wrongdoing in the supeNision , hiring , employment, training or monitoring of others by that insured , if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advert ising injury ", involved that which is described in Paragraph 1. or 2 .. ------------1 nel1c1des c013yFi!!:}Rte€i-mateFial ef IAs1;1rar:ise SeNices Qffice, nG,,..with its permission~---------- CGL E5416 CW (01/13 ) Page 1 of 1 240 CC 03-05-2024 240 of 386 ~'~ HISCOX Policy Number: Named Insured : Endorsement Number: Endorsement Effective : P101.473.493 .1 Richard Yau 13 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -ENGINEERS, ARCHITECTS OR SURVEYORS PROFESSIONAL LIABILITY This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I -Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", • "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by you or any engineer, architect or surveyor who is either employed by you or performing work on your behalf in such capacity. Professional services include : 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports , surveys , field orders, change orders or drawings and specifications; and 2. Supervisory , inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused ~th-e ~"bodily--injury" or - "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you or any engineer, architect or surveyor who is either employed by you or performing work on your behalf in such capacity. CG 22 43 0413 © Insurance Serv ices Office , Inc ., 20 12 Page 1 of 1 241 CC 03-05-2024 241 of 386 ~'~ HISCOX Policy Number: Named Insured : Endorsement Number: Endorsement Effective : P101.473.493 .1 Richard Yau 14 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -INSPECTION, APPRAISAL AND SURVEY COMPANIES This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I -Coverage A -Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I -Coverage B -Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" for which the insured may be held liable because of the rendering of or failure to render professional services in the performance of any claim , investigation, adjustment , engineering , inspection , appraisal , survey or audit services . This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring , employment , training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render professional services in the performance . of any claim, investigation , adjustment, engineering, inspection , appraisal, survey or aud it services . CG 22 24 041 3 © Insurance Se rv ices Office , Inc ., 201 2 Page 1 of 1 242 CC 03-05-2024 242 of 386 ..,,(I HISCOX Hiscox Insurance Company Inc. Policy Number: P101.473.493 .1 Named Insured: Richard Yau Endorsement Number: 15 Endorsement Effective: 01/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS CONDITIONS AND EXCLUSIONS In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART I. What is covered This insurance applies only to "bodily injury, "property damage", and/or "personal and advertising injury", that is caused by or results from the performance of the specified business operations described in the insured's application for this policy during the policy period. It is further agreed the application for this policy is deemed a part of and attached to this policy. II. Exclusions -What is not covered A. Bodily Injury and Property Damage Exclusions The following exclusions are added to SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions . This insurance does not apply to, and we will have no duty to investigate, adjust or defend, or to pay any investigation , adjustment or defense costs, including attorney's fees, to defend any insured against any claim or "suit" alleging damages arising out of or related to "bodily injury" or "property damage" to which any of the below exclusions apply. These exclusions will apply to any operations that occur prior to the inception of the policy, during this policy period, or prior to the inception of the policy and continuing throughout the policy period. Continuous or Progressive Bodily Injury and Property Damage CGL E1951 CW (05/20) "Bodily i njury" or "property damage", including continuous, progressively deteriorating , or repeated "bodily injury" or "property damage", that: (1) first existed , or is alleged to have first existed, prior to the inception of continuous coverage with us; (2) is , or is alleged to be , in the process of tak ing place prior to the inception of continuous coverage with us , even if such actual or alleged "bodily injury" or "property damage" continues during the policy period ; or (3) is caused , or is alleged to have been ca us ed , by the same condition which Includes copyrighted material of Page 1 of 10 Insurance Services Offices, Inc., with its permission . 243 CC 03-05-2024 243 of 386 Injury to Employees, Contractors, and Employees of Contractors resulted in such actual or alleged "bodily injury " or "property damage " wh ich fi rst existed prior to the inception of continuous coverage with us. "Bodily injury" to : (1) any "employee " of any insured ; or (2) any person(s) who provides services directly or indi rectly to or for any insured , regardless of where the services are performed or where the "bodily injury" occurs, including but not limited to a "leased worker", a "temporary worker", a "volunteer worker", a statutory employee , a casual worker, a seasonal worker, a contractor, a subcontractor, an independent contractor, or any person(s) hired by, loaned to , employed by, or contracted by any insured or any insured's contractor, subcontractor, or independent contractor, arising out of and in the course of the employment or retention by or for any insured or the performance of any duties related to the conduct of any insured 's business; or (3) the spouse, child, parent, brother, or sister of any such person(s) described in parts (1) and (2) above, as a consequence of the above, including but not limited to mental anguish, emotional distress, loss of consortium, loss of compan ionship , loss of g uidance , loss of emotional support, and any similar injury or damage . This exclusion applies whether any insured may be liable as an employer or in any other capacity and to any obligation to indemnify or contribute or share damages with someone else who must pay damages because of the injury. Prior Completed or "Bodily injury" or "property damage " based upon or arising out of operations or "your Abandoned Work work", conducted by you or on your behalf, or work conducted by an unrelated party, which: (1) was completed prior to the inception date of this policy or the earliest inception of continuous coverage with us ; or (2) you or any other party abandoned or have not provided labor, materials, or services for 60 days. The following exclusions are amended as follows for purposes of this Endorsement: In SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2 . Exclusions, exclusion a. Expected Or Intended Injury and exclusion f. Pollution are deleted in their entirety and replaced with the following: Expanded Intentional Injury "Bodily injury" or "property damage ": (1) expected or intended from the standpoint of the insured; or (2) based upon or ari sing out of: (a) any actual, threatened, or alleged assault or battery ; (b) the failure of any insured or anyone el se for whom any insured is or could be held legally liable to prevent or suppress any assault or battery ; (c) the failure of any insured or anyone else for whom any insured is or could be held legally liable to render or secure medical treatment necessitated by any assault or battery ; (d) the rendering of medical treatment by any insured or anyone else for whom any insured is or could be held legally liable that was necessita ted --------1 fleludes-e0pyfi§hted material of---------i,,,,a@e""2 of 10 Insu ra nce Services Offices , In c., with its permi ssion . 244 CC 03-05-2024 244 of 386 Pollution (1) by any assault or battery; (e) the negligent employment, investigation , supervision, training , or retention of a person for whom any insured is or ever was legally responsible and whose conduct would be excluded by any of subsections a through d above; or (f) any other cause of action , claim, or "suit" arising out of or resulting from any of the above. "Bodily injury " or "property damage" based upon or arising out of the actual , alleged, or threatened discharge, dispersal, seepage, migration , release, or escape of "pollutants" at any time . However, this exclusion does not apply to "bodily injury" or "property damage" based upon or arising out of heat, smoke, or fumes from a "hostile fire" unless that "hostile fire " occurred or originated at any premises , site , or location : (a) 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; or (b) on which any insured or any contractors or subcontractors working directly or indirectly on any insured 's behalf are performing operations to test for, monitor, clean up, remove, contain , treat , detoxify, neutralize , or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost, or expense based upon or arising out of any: (a) request, demand , order, or statutory or regulatory requ irement 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, clean i ng up , removing , containing, treating, detoxifying, or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". B. Personal and Advertising Injury Exclusions The following exclusions are added to SECTION I -COVERAGES , COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, 2. Exclusions . This insurance does not apply to, and we will have no duty to investigate , adjust or defend , or to pay any investigation, adjustment or defense costs , includ i ng attorney's fees , to defend any insured against any claim or "suit" alleging damages arising out of or related to "personal and advertising injury " to which any of the below exclusions apply. This exclusion will apply regardless of whether any operations occur prior to the inception of the policy, during this pol icy period , or prior to the inception of the policy and continuing throughout the policy period . Continuous or Progressive Personal and Advertising Injury CGL E1951 CW (05/20 ) "Personal and advertising injury", including continuous , progressively deteriorating , o r repeated "personal and advertising injury", that is based upon or arises out of an offense that: (1) firs t existed , or is alleged to have first existed , prior to the inception of continuous coverage with us ; (2) is , or is alleged to be , i n the process of taking place prior to the inception of continuous coverage w ith us , even if such actual or all eged offense co ntin ue s during the policy period; or Includes copyri ghted material of Page 3 of 10 Ins u rance Services Offices , Inc., with its pe rmissio n . □ 245 CC 03-05-2024 245 of 386 (3) is caused, or is alleged to have been caused, by the same condition which resulted in such actual or alleged offense which first existed prior to the inception of continuous cove rage wi th us . C. Exclusions Applicable to Bodily Injury, Property Damage, and Personal and Advertising Injury The following exclus ions are added to both SECTION I -COVERAGES , COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I -COVERAGES , COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, 2 . Exclusions. This insurance does not apply to , and we will have no duty to investigate , adjust or defend, or to pay any investigation, adjustment or defense costs, including attorney's fees, to defend any insured against any claim or "suit" alleging damages arising out of or related to "bodily injury", "property damage", or "personal and advertising injury" to which any of the below exclusions apply . These exclusions will apply regardless of whether any operations occur prior to the inception of the policy, during this policy period, or prior to the inception of the policy and continuing throughout the policy period. Asbestos Biological Agents Chromated Copper Arsenate "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of any actual or alleged: (1) mining, processing, manufacturing, use , testing, ownership, sale, or removal of asbestos, asbestos fibers , or material containing asbestos ; (2) exposure to asbestos, asbestos fibers, or materials containing asbestos; or (3) provision of instructions, recommendations, notices, warnings, supervision, or advice given, or which should have been given, in connection with asbestos, asbestos fibers, or structures or materials containing asbestos . "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of: (1) the actual, alleged, or threatened contaminative, pathogenic, toxic , or other hazardous properties of "biological agents"; or (2) any : (a) request , demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effect of any "biological agents"; or (b) claim, "suit", or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring , cleaning up, removing , containing, treating, detoxifying, or neutralizing , or in any way responding to or assessing the effects of any "biological agents". "Bodily injury", "property damage ", or "personal and advertising injury" based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, involving any actual , alleged, or threatened exposure at any time to chromated copper arsenate (CCA), regardless of whether: (1) such CCA is in pure form or i s or was combined with any other chemical product or material ; or (2) the existence of or exposure to CCA is alleged to have caused damage in any sequence or combination with , or contributed to or was contributed to by , any other cause or causes of injury or damage . This exclusion also applies to any loss , cost, or expense that may be awarded or incurred by reason of a claim or "suit" for any such injury or damage described above. lneltiEles ~13yri~M-ecl mat-eria ----- I nsurance Servi ces Offices , Inc ., with its perm iss ion . Fl a§e.4-Gf 1-1c1------ 246 CC 03-05-2024 246 of 386 Commercial or Industrial Boilers or Pressure Vessels Communicable Disease Cross-Suits Demolition or Wrecking CGL E1951 CW (05/20) This includes, but is not limited to, any injury or damage actually or allegedly caused by the removal, eradication, detoxification, remediation, or decontamination of CCA or property containing CCA and includes any liability, cost, or expense to remediate or prevent "bodily injury", "property damage", or "personal and advertising injury" from CCA. "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, involving any commercial or industrial boilers or pressure vessels, including but not limited to: (1) installation; (2) cleaning; (3) repair; (4) servicing; or (5) inspection. "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of any actual or alleged "communicable disease" or the fear or threat, whether real or perceived, of a "communicable disease". This exclusion applies even if any other cause or event contributes concurrently or in any sequence to the damages. This exclusion applies even if any claim or "suit" against any insured alleges negligence or other wrongdoing in the: (1) supervision, hiring, employment, training, or monitoring of others that may be infected with and spread any "communicable disease"; (2) testing or failure to test for any "communicable disease"; (3) failure to prevent the spread of any "communicable disease"; or (4) failure to report any "communicable disease" to authorities. This exclusion also applies to any loss, cost, or expense incurred by you or on your behalf to test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to, or assess the effects of, any "communicable disease" or any substance that may cause or transmit any "communicable disease". "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, alleged in any claim or "suit" brought by a Named Insured, Additional Named Insured, or Additional Insured against any other Named Insured, Additional Named Insured, or Additional Insured. "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, involving any demolition, collapse, or structural injury of any building or structure, partially or in its entirety, by : (1) wrecking ball or similar apparatus; (2) explosives or blasting; or Includes copyrighted material of Page 5 of 10 Insurance Services Offices, Inc., with its permission . D 247 CC 03-05-2024 247 of 386 Employment- Related Practices Liability (3) grading of land , excavating , burrowing , fi lling , back-filling , tunneling , pile driving , cofferdam work or caisson work or moving , shoring , underpinning , raising or rebuilding any building , or any similar activity . This exclusion also applies to underg round "property damage" of wires , conduits , pipes , mains, sewers , tanks , tunnels , or any other similar property beneath the surface of the ground or water. Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of any actual or alleged: (1) obligation under any workers' compensation, unemployment compensation , employers' liability, fair labor standards , labor relations, wage and hour, or disability benefit law, includ ing any similar provisions of any federal, state, or local statutory or common law; (2) liability or breach of any duty or obligation owed by you as an employer or prospective employer; (3) refusal to employ a person or the termination of a person's employment ; or (4) harassment, wrongful termination, retaliation, or discrimination , including but not limited to adverse or disparate impact, including any resulting damages sustained at any time by the brother, child , parent, sister, or spouse of such person as a consequence of the above. This exclusion will apply whether you may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of any of the above . Excluded Costs Any : And Damages Exterior Insulation (1) civil, regulatory , or criminal fines; (2) restitution or disgorgement; or (3) sanctions, taxes , or penalties, including those imposed by any federal, state, or local government authority , or any multiple , punitive, or exemplary damages . "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of: (1) the design, manufacture, construction , fabrication, preparation, distribution and sale, installation , application , maintenance or repair , including remodeling, service , correlation or replacement , of any "exterior insulation and finish system", or any substantially similar system, including the application or use of conditioners , primers , accessories , flashings, coatings, caulking, or sealants in connection with such system ; or (2) "your product" or "your work" w ith respect to any exterior component, fixture , or feature of any structure if any "exterior insulation and finish system ", or any substantially similar system , is used on the part of tha t structure containing that component, fixture , or feature . Forestry Operations "Bodily injury ", "property damage", o r "personal and advertising injury" based upon or ari sing out of: G6-l:-E'lc§5+6Wi65;1201a1----------1Aelt10es G€lfs)yri gFtte€1-mate~-ia l-01'--- lnsurance Services Offices , In c., with its permiss ion . -----!"'-,age 0 of--W------ 248 CC 03-05-2024 248 of 386 Foundation Repair, Stabilization, Retrofitting Lead (1) fire, including the cost to extinguish, fight, contain , or clean up debris due to such fire ; (2) the loading or unloading from any vehicle of any timber or other materials relating to forestry, logging , lumbering , or similar land clearing operations ; (3) erosion or the failure to control such erosion; or (4) the erroneous cutting or removal of trees or crops, resulting from operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, involving forestry, logging, lumbering, or similar land clearing operations . "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of operations or "your work", conducted by you or on your behalf, or work conducted by an unrelated party, involving foundation repair, stabilization, or retrofitting. "Bodily injury ", "property damage", or "personal and advertis ing injury " based upon or arising out of: (1) the actual, alleged, or threatened contaminative , pathogenic , toxic , or other hazardous properties of lead; or (2) any: (a) request, demand, or order that you or others test for , monitor, clean up , remove , contain, treat, detoxify or neutralize, or in any way respond to or assess the effect of lead; or (b) claim , "suit", or other proceeding by or on behalf of a governmental authority or others for the testing for, monitoring, cleaning up, removing , containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of lead . Multi-Unit Property "Bodily injury", "property damage", or "personal and advertising injury" based upon or arising out of operations or "your work ", conducted by you or on your behalf, or work conducted by an unrelated party, involving: Silica or Silica- Related Dust CGL E1951 CW (05/20 ) (1) any "multi-unit property" or "tract home project" in which more than ten (10) houses or dwelling units have been built, or are in any stage of development, planning, or construction; or (2) the remodeling or conversion of any existing "apartment" or commercial or industrial building to a "multi-unit property". This exclusion does not apply to "bodily injury", "property damage", or "personal and advertising injury " based upon or arising out of: (1) the original construction of any "apartment"; or (2) "repair or remodeling " conducted by you or on your behalf on any single unit of "residential property ", other than an "apartment", provided that the unit is certified for occupancy prior to the commencement of the repair or remodel work . "Bodily injury ", "property damage", or "personal and advertising injury" based upon or arising out of any: (1) actual , alleged , or threatened exposure to , inhalation of, or contact w ith silicon diox ide , silica products , silica fibers , silica dust, any silica byproducts , or silica , whether alone or in combination with any substance , product , or material ; or Includes copyrighted material of Page 7 of 10 Insurance Services Offices, Inc ., with its permission. □ 249 CC 03-05-2024 249 of 386 Subsidence/Earth Movement Toxic Drywall and Similar Products Work Insured Under Wrap-Up Program (2) loss , cost , or expense arising out of any testing for, monitoring, cleaning up , removing , containing , treating , detoxifying , or neutralizing , or in any way responding to or assessing the effects of any material contai ning silica . "Bod ily in j ury ", "property damage ", or "personal and advertising injury" based upon or arising out of the "subsidence" of land . (1) "Bodily injury" or "property damage" based upon or arising out of any "your work" or work conducted by an unrelated party, arising out of the actual, alleged, or threatened discharge, dispersal, seepage, migration , or escape of any solid, liquid, gaseous, or thermal irritant or contaminant from any "toxic drywall and similar products". (2) Any loss, cost, or expense based upon or arising out of any: (a) request, demand, or order that you or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effect of any "toxic drywall and similar products". (b) claim or "suit" by or on behalf of a governmental authority for damages because of testing, monitoring, cleaning up, removing , containing, treating, detoxifying, or neutralizing, or in any way responding to or assessing the effects of "toxic drywall and sim ilar products ". "Bodily injury ", "property damage", or "personal and advertising injury" based upon or arising out of either your ongoing operations or operations included within the "products- completed operations hazard", if a consolidated (wrap -up) insurance program has been provided by the contractor, project manager, or owner of the construction project in which you are involved . This exclusion will apply regardless of whether the consolidated (wrap-up) insurance program provides identical coverage to that afforded by this policy. D. Exclusions Applicable to Medical Payments The following exclusion is amended as follows for purposes of this Endorsement: In SECTION I-COVERAGES, COVERAGE C MEDICAL PAYMENTS, 2. Exclusions , exclusion a. Any Insured is deleted in its entirety and replaced with the following: Any Insured to any insured. Ill. Definitions A. The following definitions apply to this Endorsement. Additional definitions are contained in SECTION V - DEFINITIONS. "Apartment" "Biological agents" means a unit of residential real property in a multi-family residential building or project where all units are owned by and titled to a single person or entity . means any: a . (1) bacteria ; (2) mildew, mold , or fung i; (3) other microorgan isms ; or (4) mycoto xins , spo res , or other byproducts of any of the above ; ----c~G·~~-'"..v,1r-+1c10~Q -1--------1F1Glt1des-e013yrci§Ated--materia 0,.,__ __ _ -----8~age--8..oU .... Q,_ ____ _ Insurance Services Offices, Inc., wi th its pe rmiss ion . 250 CC 03-05-2024 250 of 386 "Communicable disease" "Exterior insulation and finish system" "Multi-unit property" "Repair or remodeling" b. viruses or other pathogens (whether or not a microorganism); or c. colony or group of any of the above. means disease, illness, or disorder caused by bacteria, viruses, parasites, fungi, prions , microbes, or other pathogens, which: a. can be transmitted, directly or indirectly, from one organism to another organism by any means ; and b. induces or is capable of inducing damage to human health or human welfare or can cause or threaten damage to, or deterioration or loss of, property or loss of use of property. means a non-load bearing exterior cladding or finish system, and all its component parts, used on any part of any structure, and consisting of: a. a rigid or semi-rigid insulation board made of expanded polystyrene and other materials; b. the adhesive and/or mechanical fasteners used to attach the insulation board to the substrate; c. a reinforced or unreinforced base coat; d. a finish coat providing surface texture to which color may be added; and e. any flashing, caulking , or sealant used with the system for any purpose. means any unit of real property in a multi-use or mixed-use building or property where each unit can be separately owned and titled . means work or operations limited to the maintenance, repair, renovation, restoration, improvement, betterment, alteration, or modification of an existing structure. "Repair or remodeling " does not include such work or operations where 50% or more of the existing structure on which such work or operations are performed has been, or during the course of the work or operations is, demolished. "Residential property" means any structure intended for use or used for human dwelling, in whole or in part , including but not limited to, single-family dwellings, multi-family dwellings, townhomes, condominiums, and appurtenant structures. "Subsidence" means earth movement of any kind, including but not limited to: a. landslide ; b. mudflow; c. earth sinking; d. earth rising ; e. collapse or movement of fill; f. improper compaction; g. earth settling, slipping, falling away, caving in, eroding, or tilting; h. earthquake; or CGL E1951 CW (05/20) Includes copyrighted material of Page 9 of 10 Insurance Services Offices, Inc ., with its permission. □ 251 CC 03-05-2024 251 of 386 "Toxic drywall and similar products " "Tract home project" i. any other movement of land or earth , regardless of whether such earth movemen t is caused by any human act or any act of nature . means any sheetrock, gypsum board , wallboard , or any other similar product which : a. was manufactured in or distributed from the People's Republic of China (PRC); or b. emits : (1) hydrogen sulfide (H2S); (2) sulfur dioxide (SO2); (3) strontium sulfide (SrS); or (4) carbonyl sulfide (COS). means a development of five (5) or more individual and freestanding houses which share common or similar design elements, floor plans, blueprints, and/or architectural details , and which are constructed at the same time , or consecutively, on the same parcel, adjacent parcels, or parcels so located within one geographic area as to be considered a single project. B. The following definition is amended as follows for purposes of this Endorsement: In Section V-Definitions, Subpart (2)(c) of the "Products-completed operations hazard " definition is deleted in its entirety and replaced with the following : (c) When that part of the work done at a job site has been put to its intended use by any person or organization. IV. Conditions The following conditions apply and are conditions precedent to coverage under this policy . Additional conditions are contained in SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS. Anti-Stacking Notwithstanding anything to the contrary in this policy, in the event this policy and any other policy issued to any insured by us or an affiliated company apply to the same occurrence or offense, the maximum limit of our liability under all such policies will not exceed the highest applicable limit of insurance available for the occurrence or offense under any one policy . ----o~OL--E:49&1-€W-('t}§/:2@:--------1 Aellele e s-€opyri§Ate€1 ma te ~+al f Insurance Services Offices , Inc ., with its permiss ion . -----rP-age ~Q..Q ..0 ----- 252 CC 03-05-2024 252 of 386 ~'tt HISCOX Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493.1 Richard Yau 16 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES -CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation Com- mon Policy Condition are replaced by the follow- ing : 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured at the mailing address shown in the policy and to the producer of record, advance written no- tice of cancellation, stating the reason for can- cellation, at least: a. 10 days before the effective date of cancel- lation if we cancel for : (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representa- tive in obtaining this insurance; or (b) You or your representative in pur- suing a claim under this policy. b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel_this _policy _only _upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium , including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepre- sentation by: (a) Any insured or his or her representa- tive in obtaining this insurance; or (b) You or your representative in pur- suing a claim under this policy. (3) A judgment by a court or an administra- tive tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks in- sured against. IL 02 70 09 08 © ISO Properties, Inc ., 2007 Page 1 of 4 253 CC 03-05-2024 253 of 386 (4) Discovery of w illful or grossly negligent acts or omiss ions, or of any violations of state laws or regulations establishing safety standards , by you or your repre- sentative , which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control re- quirements , agreed to by you as a con- dition of policy issuance , or which were conditions precedent to our use of a par- ticular rate or rating plan, if that failure materially increases any of the risks in- sured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in , our reinsur- ance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would : (i) Place us in violation of California law or the laws of the state where we are domiciled ; or (ii) Threaten our solvency . (7) A change by you or your representative in the activities or property of the com- mercial or industrial enterprise , which results in a materially added , increased or changed risk, unless the added , in- creased or changed risk is included in the policy . b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation , to the first Named Insured at the mailing address shown in the policy , and to the producer of record , at least: ( 1) 10 days before the effective date of cancellation if we cancel for nonpay- ment of premium or discovery of fraud ; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. B. The follow ing provis ion is added t o the Cancella- tion Common Pol icy Condition : 7. Residential Property This provis ion applies to coverage on real prop~rty which is used predominantly for resi- dential purposes and consisting of not more than four dwelling units , and to coverage on tenants' household personal property in a resi- dential unit , if such coverage is written under one of the following : Commercial Property Coverage Part Farm Coverage Part -Farm Property -Farm Dwellings , Appurtenant Structures And House- hold Personal Property Coverage Form a. If such coverage has been in effect for 60 days or less , and is not a renewal of cover- age we previously issued , we may cancel this coverage for any reason, except as provided in b . and c. below . b. We may not cancel this policy solely be- cause the first Named Insured has: (1) Accepted an offer of earthquake cover- age ; or (2) ~ancelled or did not renew a policy issued by the California Earthquake Au- thority (CEA) that included an earth- quake policy premium surcharge . However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that in- cludes an earthquake policy premium sur- charge but fails to pay the earthquake poli- cy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This Restriction (c.) applies only if coverage is subject to one of the fol- lowing , which exclude loss or damage caused by or resulting from corrosive soil conditions : (1) Capital Assets Program Coverage Form (Output Policy); (2) Commercial Property Coverage Part - Causes Of Loss -Special Form ; or (3) Farm Cove rage Part -Causes Of Loss Form -Farm Property , Paragraph D. Covered Causes Of Loss -Special. Page 2 of 4 © ISO Propert ies , Inc., 200 7 IL 02 70 09 08 254 CC 03-05-2024 254 of 386 C. The following is added and supersedes any provi- sions to the contrary : NONRENEWAL 1. Subject to the provisions of Paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice stat- ing the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under one of the following: Capital Assets Program (Output Policy) Cover- age Part Commercial Property Coverage Part Farm Coverage Part -Farm Property -Farm Dwellings, Appurtenant Structures And House- hold Personal Property Coverage Form a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below : b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However, the following applies only to in- surers who are associate participating in- surers as established by Cal. Ins. Code Section 10089.16. We may elect not to re- new such coverage after the first Named Insured has accepted an offer of earth- quake coverage, if one or more of the fol- lowing reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as re- quired by existing law ; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous con- dition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the pre- ceding two years and that required a re- duction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsur- ance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position . c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California _Earthquake AuthoriJy that~~ included an earthquake policy premium surcharge. d . We will not refuse to renew such coverage solely because corrosive soil conditions ex- ist on the premises. This Restriction (d.) applies only if coverage is subject to one of the following, which exclude loss or dam- age caused by or resulting from corrosive soil conditions: (1) Capital Assets Program Coverage Form (Output Policy); (2) Commercial Property Coverage Part - Causes Of Loss -Special Form ; or (3) Farm Coverage Part -Causes Of Loss Form -Farm Property, Paragraph D. Covered Causes Of Loss -Special. 3. We are not required to send notice of nonre- newal in the following situations : a. If the transfer or renewal of a policy, without any changes in terms, conditions, or rates , is between us and a member of our insur- ance group. IL 02 70 09 08 © ISO Properties , Inc., 2007 Page 3 of 4 255 CC 03-05-2024 255 of 386 b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph C.1. c. If you have obtained replacement coverage , or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph C.1., to re- new the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. Page 4 of 4 © ISO Properties , Inc ., 2007 IL 02 70 09 08 256 CC 03-05-2024 256 of 386 ~'t' HISCOX Policy Number: P101.473.493 .1 Named Insured: Richard Yau Endorsement Number: 17 Endorsement Effective : 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The term "spouse" is replaced by the following : Spouse or registered domestic partner under Califor- nia law. CG 32 34 01 05 © ISO Properties , Inc ., 2004 Page 1 of 1 257 CC 03-05-2024 257 of 386 ~'"' HISCOX Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective : P101.473.493.1 Richard Yau 18 01/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY -OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy, pro- vided : 1. you have agreed in a written contract or agreement to add such additional insured to a policy providing the type of coverage af- forded by this policy ; and 2. you have agreed in a written contract or agreement with such additional insured that this insurance would be primary and would not seek contribution from any other insur- ance available to the additional insured. CGL E5581 CW (03/16) Includes copyrighted material of Insurance Services Office , Inc., with its permission Page 1 of 1 258 CC 03-05-2024 258 of 386 ~'ti HISCOX Policy Number: P101.473.493 .1 Named Insured: Richard Yau Endorsement Number: 19 Endorsement Effective: 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Coverage Limit of Insurance Hired/Non-owned auto $1,000,000 each occurrence liability The Limit of Insurance shown above will be subject to , and will not increase, the General Aggregate Limit applicable to the Commercial General Liability Coverage Part. If no information is stated above, the relevant information to complete the Schedule will be shown in the Declarations . A. The coverage provided by this endorsement will apply only up to the Limit of Insurance specified above or in the Declarations, if no information is shown in the Schedule. 1. Hired Auto Liability The coverage provided under Coverage A - Bodily Injury and Property Damage Liability in Section I -Coverages applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business . 2. Non-owned Auto Liability The coverage provided under Coverage A - Bodily Injury and Property Damage Liability in Section I -Coverages applies to "bodily injury" or "property damage" arising out of the maintenance or use of any "non-owned auto" in your business by any person . B. With respect to the coverage provided by this endorsement only , the following apply : 1. The exclusions under Paragraph 2. Exclusions in Coverage A -Bodily Injury and Property Damage Liability in Section I - Coverages, other than Exclusions a., b., d., f., and i. are deleted in their entirety, and exclusions e. and j. are replaced by the following : hn-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 Paragraph (1) above . This exclusion appl ies : (1) Whether the insured may be liable as an employer or in any other capacity ; and CGLE56 91 CW (11 /19 ) Includes copyrighted material of Insu rance Services Offi ces , Inc., with its permission Pa ge 1 of 2 259 CC 03-05-2024 259 of 386 (2) To any obligation to share damages with or repay someone else who must pay damages because of injury . This exclusion does not apply to : (i) Liability assumed by the insured under an "insured contract"; or (ii)"Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any workers' compensa- tion law. hn-j. Damage to Property "Property damage" to : (1) Property owned or being transported by, or rented or loaned to the insured; or (2)Property in the care , custody , or control of the insured . 2. Section II -Who Is An Insured is deleted in its entirety and replaced by the following : Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. Any other person using a "hired auto" with your permission; c. Solely for a "non-owned auto": (1) Any partner or "executive officer" of yours; or (2) Any "employee" of yours ; but only while such "non-owned auto" is being used in your business; and d. Any_ ot_he~ person or organization , but only for their hab1l1ty because of acts or omissions of an insured under a., b. or c. above . None of the following will be considered an insured under this endorsement: (1) Any person engaged in the business of their employer for "bodily injury" to any co- "employee" of such person injured in the course of employment , or to the spouse , child , parent , brother, or sister of that co-"employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; (2) Any partne r or "executive officer" for any "auto" owned by such partner or officer or a member of his or her household ; (3) Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business" you operate ; (4) The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non-owned auto" or any agent or "employee" of any such owner or lessee ; or (5) Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations . C. For purposes of this endorsement only , Section Ill -Limits of Insurance is amended to the extent necessary to provide the following: Regardless of the number of "hired autos" "non- owned autos ", or vehicles involved, or the 'number of claims made or "suits" brought, the most we will pay for all damages resulting from any one "occurrence" covered under this endorsement will be the Lim it of Insurance stated in the Schedule above . Al! payments we make for damages covered by this endorsement will be a part of, and not in addition to, the General Aggregate Limit stated in the Declarations. D. For the purposes of this endorsement only, 4. Other Insurance in Section IV -Commercial General Liability Conditions is deleted in its entirety and replaced by the following: T~is ins~rance is specifically excess over any primary insurance covering the "hired auto" or "non-owned auto". D. With respect to the coverage provided by this endorsement , the following additional definitions are added to Section V-Definitions : 1. "Auto business " means the business or occu- pation of selling , repairing, servicing , storing, or parking "autos". 2. "Hired auto" means any "auto" you lease , hire , rent , or borrow. "Hired auto" does not include any "auto" you lease , hire , rent , or borrow from any of your "employees", your partners, or your "executive officers", or members of their house- holds. 3. "Non-owned auto" means any "auto" you do not own , lease, hire , rent , or borrow which is used in connect ion with your bus iness. This in- cludes "autos" owned by your "employees", your partners, or your "executive officers", or members of their households , but only while used in your business or your personal affa irs . cGTI5ff9 f"CWT1 '!Tf9 } lnclu es copyrignted ma terial of Ins ran Services Offices , In c., with its permiss io n Pag e 2 of 2 260 CC 03-05-2024 260 of 386 ~'"' HISCOX Policy Number: Named Insured: Endorsement Number : Endorsement Effective : P101.473.493.1 Richard Yau 20 01/31/2023 Hiscox Insurance Company Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added : This insurance does not apply to : TERRORISM "Any injury or damage" arising, directly or indirect- ly , out of a "certified act of terrorism". B. The following definitions are added: 1. For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Part to which this endorsement is applicable , and includes but is not limited to "bodily injury", "property dam- age", "personal and advertising injury", "injury" or "environmental damage" as may be defined in any applicable Coverage Part. 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act , to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the fol- lowing : a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terror- ism Risk Insurance Act; and b. The act is a violent act or an act that is dangerous to human life, property or infra- structure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the con- duct of the United States Government by coercion. C. The terms and limitations of any terrorism exclu- sion, or the inapplicability or omission of a terror- ism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. CG 21730115 © Insurance Services Office , Inc., 2014 Page 1 of 1 261 CC 03-05-2024 261 of 386 fl).I" HISCOX encourage courage• Notices 262 CC 03-05-2024 262 of 386 ~'t" HISCOX Policyholder Notice Electronic Delivery If you received your insurance policy by email, it is because you have chosen electronic delivery of your policy documents and important notices, including cancellation and nonrenewal notices where permitted by law. We also will send any renewal policy documents to you by email at the address you have provided. If you are currently receiving paper documents and would like to have ease of retrieval and access and save on storage space, you will need to contact us and update your preferences. Most documents can be sent electronically within minutes. For electronic documents, you will need a computer or mobile device with Internet access and the ability to receive external emails. You also will need software such as Adobe Reader® that allows you to view and save PDF documents, and a printer to create paper copies . At any time you may request a paper copy of your policy, or you may withdraw your consent to receive documents by email. We will then send documents to you by US mail at no added cost. You must notify us if your email or street address changes . To update your email or street address , or to request paper documents, please contact us at 888-202-3007. Page 1 of 1 INT N003 CW (0 1/19) 263 CC 03-05-2024 263 of 386 ~'fl HISCOX Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency . OFAC has identified and listed numerous foreign agents , front organizations, terrorists , and narcotics traffickers as Specially Designated Nationals (SDN 's) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals , Blocked Persons and Sanctioned Countries may be found on the United States Treasury's web site http ://www.treas .gov/offices /enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals , Blocked Persons and Sanctioned Countries . Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country . A Specially Designated National or Blocked Person is any person who is determ ined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States . In accordance with laws and regulations of the United States concerning economic and trade embargoes , this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including , but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured , who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions ; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions ; (4) Property that is located in a Sanctioned Country or that is owned by , rented to or in the care , custody or control of a Sanctioned Country government , where any activities related to such property are prohibited by US economic or trade sanctions ; or (5) Property that is owned by , rented to or in the care , custody or control of a Specially Designated Nat ional or Blocked Person , or any person or entity who is otherwise subject to US economic or trade sanctions . Please read you r Pol icy carefully and discuss with your broker/agent or insurance profess ional. Yo u may also vis it the US Treasury's webs ite at htt p://www.trea s .g ov/offi ces /enfo rcemen t/ofac /. INT N001 CW 01 09 Page 1 of 1 264 CC 03-05-2024 264 of 386 "'~ HISCOX encourage courage• Application Summary 265 CC 03-05-2024 265 of 386 ~·rt HISCOX encourage courage • Hiscox Insurance Company Inc. Application Summary The following outlines the details you have given us about your business. We have relied on the accuracy of this information in order to issue your policy . If any of the items below are incorrect or have changed, please call us at so that we can update your policy details. Your policy Policy number: Quote reference number: Product: Business name: Business address: City: State: Zip code: County: Name: Email address: Telephone number: Per occurrence limit of liability: Aggregate limit of liability: Deductible: Revenue: When would you like your policy to start? Locations Covered Location 1: Revenue: Your business Class of Business: P101.473.493.1 Q101.473.493 .001 Commercial General Liability Richard Yau 11523 Country Spring Court Cupertino CA 95014 Santa Clara Richard Yau richardyau88@yahoo.com 408-309-3970 $1,000,000 $2,000,000 $0 $150,000 January 31, 2023 11523 Country Spring Court Cupertino CA 95014 $150,000 © Hiscox Inc. 2010 Project manager (architecture or engineering) Page 1 266 CC 03-05-2024 266 of 386 ~·fl HISCOX encourage courage• Hiscox Insurance Company Inc. Your business Your business's ownership structure Sole Proprietor ------ Is your business operated out of your home? No Do you currently have an insurance policy in effect for the coverage requested? Yes Project manager (architecture or engineering) Does your business or any of your subcontractors provide any of the following services or work on any projects involving the following materials or infrastructure (check all that apply}? • Aerospace engineering • Amusement rides, pools or playgrounds • Asbestos, lead, or mold evaluation or abatement • Bridges, dams, harbors, mines, piers or tunnels • Condominiums • Design/build firms • Emergency response or clean-up of any hazardous waste • Foundation, sheeting or retaining wall design • Geotechnical / soils engineering • Home inspections for prospective buyers or lenders • Hydraulic fracturing, hydrofracturing or tracking • Laboratory testing • Land acquisition • Land surveying , boundary surveyi ng or construction staking • Marine engineering • Mechanical engineering • Mining eng ineering • Nuclear engineering • Oil, gas or well engineering • Petro I chemical engineering • Structural engineering • Underground storage tanks or utilities • None of the above Does your business or any of your subcontractors directly perform any of the following physical services (check all that apply}? • Carpentry • Construction , demolition, or remodeling • Delivery • Electrical • Equipment installation or repair • Flooring • General contracting • Home building • Lawn or garden maintenance • Painting • Plumbing • Roofing • Tiling • Transportation © Hiscox Inc. 2010 None of the above None of the above Page2 267 CC 03-05-2024 267 of 386 ~·rt HISCOX encourage courage• Hiscox Insurance Company Inc. Your business • Any other physical maintenance/repair services? • None of the above Does your business subcontract any professional services? No Does your business supply, manufacture, or distribute any tangible goods or No products? This does not apply to construction projects your business designs or reviews. Statements About Your Business As the individual completing this transaction, you are authorized to purchase and Agree bind this insurance on behalf of the entity applying for coverage . Your business is not controlled or owned by any other firm, corporation, or entity. Agree For the entire period of time that you have owned and controlled the business, you Agree have not sold, purchased or acquired, discontinued, merged into or consolidated with another business. Your business has never had any commercial insurance cancelled or rescinded. Agree Business Activities Your business does not conduct any of the following activities : Agree -Automotive repair or sales -Food service/restaurant operations -Medical Services -Retail Operations Note: This does not include the activities of your clients in any of these industries . Claims and Loss History Based upon your knowledge and the knowledge of your business's current and past partners , officers , directors and employees , during the last five years a third party has never made a claim against your business and you do not know of any reason why someone may make a cla im. © His cox In c. 20 10 Agree Page 3 268 CC 03-05-2024 268 of 386 fl)·~ HISCOX encourage courage• Hiscox Insurance Company Inc. General Liability The limits of liability represent the total amount available to pay judgments and settlements for any claims . We are not liable for any amounts that exceed these limits . If coverage is provided, it shall apply only to occurrences that take place during the policy period. Judgments, settlements and claims expenses incurred are subject to a deductible amount. The deductible is the amount you must pay before we will make any payments under the policy. Some coverage may not be subject to a deductible, in which case you are not required to make payments before any payments are made under the policy . Please consult the policy language for details. If you have knowledge of any circumstance that may lead to a loss or a claim being made against you, coverage will be excluded if such loss occurs or claim is made . Occurrences that took place prior to the inception of the policy are excluded. Fraud Warning For your protection California law requires the following to appear on this form : Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crime and may be subject to fines and confinement in state prison . Policy Cancellation Statement You have 14 days from inception of your policy/policies to review your documents. If you have no losses or reported claims, you have the right to cancel back to inception for a full refund. Other General Confirmation Statements Optional Terrorism Yes You have declined to purchase optional terrorism coverage. Optional Business Personal Property Coverage Yes You have declined to purchase optional business personal property and equipment coverage . • You can receive your pol icy documents and important notices, including cancellation and nonrenewal notices, in electronic or paper form. Agree to receive policy documents by email • We will send documents by email or US mail to the address you have provided. You must notify us if your email or street address changes. Agree to receive important not ices by email • For electronic documents, you will need a computer with Internet access and the ability to receive external emails; software such as Adobe Reader® to view and save PDF documents; and a printer to create paper copies. • You can always withdraw your consent to receive documents by email. We will then send documents to you by US mail at no added cost. © Hiscox Inc . 2010 Page 4 269 CC 03-05-2024 269 of 386 ~·rt HISCOX encourage courage• Hiscox Insurance Company Inc. Other General Confirmation Statements • To update your email or street address , or to request paper documents , you can contact us at . The information you provided is accurate and complete and has been used to accept your application and determine the terms and cond itions your pol icy/policies. I have read the information above and confirm it is correct. I understand that by checking this box and providing the premium payment I agree that I am entering into a binding agreement with Hiscox Insurance Company Inc. © Hiscox Inc. 2010 Page 5 270 CC 03-05-2024 270 of 386 Declaration of Sole Proprietorship DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID AWARDED TO: ___________ _, hereinafter "Organization" For the purpose of inducing the City of Cupertino ("City") to enter into any contracts with Organization, or to go forward with any contracts awarded to Organization, I declare as follows: I am the authorized representative of Organization, an independent contractor for the purposes of workers' compensation and labor laws in the State of California. This Organization will hire no employees for work required for any bid awarded or any contract entered into with the City. All work required will be performed personally and solely by me. If the Organization hires employees to perform this contract or any portion thereof, the Organization shall obtain workers' compensation insurance and provide proof of such coverage to the City. If the Organization hires a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees, then the Organization shall require its subcontractor to obtain workers' compensation insurance coverage. In the alternative, the Organization shall obtain workers' compensation insurance coverage on behalf of the subcontractor's employees. This document constitutes a declaration by the Organization against its financial interest, relative to any claims that it may assert under the applicable workers' compensation and/or labor laws against the City relating to any bid awarded or contract entered into with this Organization. The Organization shall defend, indemnify and hold harmless the City from any and all liability, claims, demands, causes of action, charges, damages, injuries, fees including attorney fees, costs and expense that may be asserted or established by any person or entity in the event the Organization hires an employee in violation of this addendum. I agree that this declaration shall constitute an addendum to any bid awarded or any contract entered into with this Organization. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. DATE AUTHORIZED RESPRESENTA TIVE R evised, 01 .01 .19 271 CC 03-05-2024 271 of 386 State of California County of Santa Clara City of Cupertino Contractor/Consultant Affidavit of No Employees 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----~ 2023, at ________ ~ California. PRINT NAME SIGNATURE Re:,ds_ed 2 .05,23 ___ _ 272 CC 03-05-2024 272 of 386 Rev 1/2024 CITY OF CUPERTINO COMPETITIVE BID/PROPOSAL EXEMPTION REQUEST FORM (PURCHASES OVER $5,000) This form is required for approval to procure goods or services above $5,000 without competition. The identified competitive exemptions in the Purchasing Policy are listed below, however additional details are in the Purchasing Policy and Cupertino Municipal Code. First, select the type of exemption, then provide the explanation to support the selection. The explanation can include reference to the specific co-operative procurement process and contract, identified emergency, details confirming a sole source, or other circumstances that further support a requested exemption. Documents can be attached as support. The importance of the explanation is to describe why an exemption to the competitive process required in the Purchasing Policy is requested. Describing the goods and/or services is helpful to document but will not suffice in determining whether an exemption is approved. After the requestor signs the form, it is routed to the Purchasing Manager who reviews and then forwards on to the Purchasing Authority. (An electronic form is in development.) FROM ANOTHER GOVERNMENT AGENCY – Purchasing goods or services from other public agency COOPERATIVE PROCUREMENT – Utilizing solicitation of another public entity EMERGENCY PROCUREMENT –Emergency determined based on criteria in Purchasing Policy SOLE SOURCE FOR GOODS OR SERVICES - available only from a single provider OTHER EXPLANATION (MUST ACCOMPANY YOUR REQUEST): TYPES OF EXEMPTIONS Attachment B 273 CC 03-05-2024 273 of 386 Rev 1/2024 REQUESTOR: DATE REQUESTED: PURCHASING AUTHORITY APPROVAL: DATE APPROVED: PURCHASING MANAGER: REVIEWED: COMMENTS: 274 CC 03-05-2024 274 of 386 CITY OF CUPERTINO Agenda Item 24-12869 Agenda Date: 3/5/2024 Agenda #: 6. Subject: Consider an appeal of the Planning Commission’s decision to approve a sign exception to allow two wall signs for a single tenant (Shane Co.) at an existing retail building (Application No(s): EXC-2022-004; Applicant/Appellant: Kevin Tallman, Shane Co.; Location: 19900 Stevens Creek Blvd.; APN: 369-05-044) Conduct a public hearing and adopt Resolution No. 24-021 upholding the appeal in part, approving an exception for one of the two-requested wall signs along the east facade Presenter: Gian Martire, Senior Planner CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™275 CC 03-05-2024 275 of 386 CITY COUNCIL STAFF REPORT Agenda Date: March 5, 2024 Subject Consider an appeal of the Planning Commission’s decision to approve a sign exception to allow two wall signs for a single tenant (Shane Co) at an existing retail building (Application No(s): EXC-2022-004; Applicant/Appellant: Kevin Tallman, Shane Co.; Location: 19900 Stevens Creek Blvd.; APN: 369-05-044). Recommended Actions Conduct a public hearing and adopt Resolution No. 24-021 (Attachment A) upholding the appeal in part, approving an exception for one of the two requested wall signs along the east façade. DISCUSSION Project Data: General Plan Designation: Commercial / Office / Residential Special Area: Central Stevens Creek Sub-area of the Heart of the City Special Area Master Plan/Conceptual Plan Heart of the City Specific Plan Zoning Designation: P (CG, Res) Planned Development General Commercial, and Residential Intent Property Area: 83,766 sq. ft. Building Area: 28,813 sq. ft. Project Consistency with General Plan: Yes Zoning: Yes, with approval of exception Environmental Assessment: Categorically Exempt 276 CC 03-05-2024 276 of 386 Shane Co. March 5, 2024 EXC-2022-004 19900 Stevens Creek Blvd. Page 2 Background The property is located south of Stevens Creek Blvd, between S. Blaney and S. Portal Avenues, within the Central Stevens Creek sub-area of the Heart of the City Special Area, which serves as the main commercial corridor in the City. It is currently occupied by Keller Williams, Shane Co. Jewelers, and Dance Academy USA. The site is surrounded by other commercial and commercial office uses (Cort Furniture, Pacific Workplaces, Travigne retail) to the north, single family residences to the south, a condominium complex to the east, and commercial uses (formerly Arya Restaurant, a bank, and a gas station) to the west. Shane Co. currently has one wall sign and one ground sign , as previously permitted under Municipal Code sections 19.104.140 and 19.104.160. Shane Co. intends to engage in exterior improvements, and after the improvements are completed, Shane Co. will reinstall the existing wall sign. On September 28, 2023, at an Administrative Hearing, the Administrative Hearing Officer approved an Architectural and Site Approval (ASA-2023-004) for exterior improvements to the front and side facade of Shane Co. Following the Architectural and Site Approval granted by the Administrative Hearing Officer, Kevin Tallman, representing Shane Co., applied for a Sign Exception to allow two additional wall signs for a total of three where, absent a Sign Exception, only one is allowed for a single tenant (Shane Co) at an existing retail building. If granted, the total signage would result in three wall signs and one space on an existing shared ground mounted sign. On December 12, 2023, in accordance with the procedures outlined in Municipal Code 19.12.03 Approval Authority, the Planning Commission, acting as the approval body, conducted a public hearing at its regular meeting to review the Sign Exception. The Planning Commission with a 4-0 vote (Ayes: Scharf, Madhdhipatla, Fung and Lindskog. Noes: None. Abstain: None. Absent: Mistry) approved the Sign Exception with modifications, limiting it to one unilluminated wall sign as a sign exception on the east facade at location 2, for a total of two wall signs. Resolution No. 2023-24 for the approval is attached (Attachment C). Figure 1: Site aerial STEVENS CREEK BLVD BL A N E Y A V E N U E PO R T A L A V E N U E 277 CC 03-05-2024 277 of 386 Shane Co. March 5, 2024 EXC-2022-004 19900 Stevens Creek Blvd. Page 3 On December 20, 2023, the applicants / appellant, representing Shane Co., appealed the Planning Commission’s decision (Attachment B). The basis of the applicant’s appeal is that the Planning Commission’s decision did not consider the site’s unique challenges that hinder its visibility for customers, which include the following: 1. The building is set further back from Stevens Creek Boulevard, obscured by mature street trees. 2. Design of the retail building has the front entrance along the east façade and not along Stevens Creek Boulevard. Further, the design of the building is more industrial/office than retail. Council’s review of the Planning Commission’s determination is de novo, The Council may affirm or modify the Commission’s decision based on evidence presented at the public hearing, including any evidence in the record. Discussion Sign Exception Request As signage details were excluded from the prior Planning Entitlement, Staff reviews signage proposals at the time the applicant applies for a sign permit . Currently, Shane Co. has one wall sign on the north façade facing Stevens Creek Boulevard, as well as signage on the building’s ground sign (see Figure 2). The applicant is requesting a Sign Exception to allow a total of three wall signs where one is permitted. The existing permitted sign is referenced as the “North Façade.” The two additional signs proposed are identified as Location 1 and Location 2. Figures 2 & 3 illustrate the existing signage and the proposed locations of the two new signs respectively. Figure 2 North (Stevens Creek Blvd) existing facade sign. Location 1 Figure 3 East facade proposed signs. Location 2 278 CC 03-05-2024 278 of 386 Shane Co. March 5, 2024 EXC-2022-004 19900 Stevens Creek Blvd. Page 4 The applicant is proposing that all the signs be individual channel letters, with a black steel face and internally illuminated with LED lighting, giving a halo appearance. All signs proposed are within the 250-foot lambert illumination limit in the Municipal Code. Please refer to Attachments D & E for Plan Set and Sign Presentation. Planning Commission On December 12, 2023, the Planning Commission approved the Sign Exception with modifications, limiting it to one unlighted wall sign as a sign exception on the east facade at location 2, for a total of two wall signs. The Planning Commission denied the request for the approved wall sign at location 2 to be illuminated as it could cause a distraction to motorists along Stevens Creek Boulevard. Staff Recommendation Below in Table 1, the proposed signs are evaluated against the sign regulations for wall signs for commercial and industrial uses in Municipal Code section 19.104.140 (Permanent Wall Signs). Table 1 Summary of regulations as it relates to each sign. Permitted Proposed Wall Signs North Facade Location One Location Two Number of Wall Signs One sign per business with exterior frontage. One additional for: - Businesses with no ground sign and adjacent to more than one street or shopping center driveway. - Sign directed to interior of project and not visible from any public right- of-way. - Single tenant building pad with more than 5,000 s.f. Permitted Although adjacent to a shopping center driveway, the business is ordinarily not permitted to have a second wall sign since they are utilizing space on an existing ground sign and thus would need an exception. A single business is not permitted to have a third wall sign. The Municipal Code allows an additional wall sign for businesses in buildings that are adjacent to a driveway but do not have a ground sign. However, the applicant has a ground sign and thus requires an exception under Municipal Code section 19.104.290 to permit the installation of a second and/or third wall sign. Section 19.104.290 provides that a sign exception may be approved if the approval body makes each of the following findings: 279 CC 03-05-2024 279 of 386 Shane Co. March 5, 2024 EXC-2022-004 19900 Stevens Creek Blvd. Page 5 A. That the literal enforcement of the provisions of this title will result in restrictions inconsistent with the spirit and intent of this title; B. That the granting of the exception will not result in a condition which is materially detrimental to the public health, safety, or welfare; and C. That the exception to be granted is one that will require the least modification of the prescribed regulations and the minimum variance that will accomplish the purpose. As discussed below, staff believes that these findings can be made with respect to the first additional wall signed proposed by the applicant (Figure 3, Location 1). As the applicant has provided, and described in their presentation, the individual channel letters will be designed with a black steel face and internally illuminated with LED lighting, giving a halo appearance and allowing for visibility of the sign from Steven Creek Boulevard. The project is conditioned to meet code standards for intensity and hours of illumination. Accordingly, staff believes the findings in Section 19.104.290 can be made to allow for the installation of one illuminated sign. However, Planning staff does not believe granting an exception for the second wall additional sign proposed on the east elevation (Figure 3, Location 2) meets the required findings because there is an existing ground sign and a wall sign at the North Façade already utilized by the business. Additionally, if the wall signs at Locations 1 and 2 are allowed as exceptions, the building would have a total of three wall signs located in prominent locations and one ground sign for signage. Allowing multiple wall signs along the east elevation exceeds the allowed number of wall signs permitted for a single business and is contrary to the intent and purpose of Municipal Code Chapter 19.104, which seeks to provide architectural and aesthetic harmony of signs as they relate to building design and quantity to allow for good visibility for the public and the needs of the business. The sign would be located 100 feet from the Stevens Creek Boulevard curb, would not face Stevens Creek Boulevard, and would not add value in visibility of the business. Therefore, staff does not recommend allowing an exception for the second wall sign at Location 2 proposed on the east elevation. Cupertino Municipal Code Findings The Cupertino Municipal Code includes findings for approval of various permits necessary to approve the proposed project. These finding provide a framework for making decisions and facilitating an orderly analysis of the review of a project. Listed below are the findings for the three permits sought by the applicant that the City must make in rendering a decision whether to grant an exception on this project. Council’s review of the Planning Commission’s determination is de novo, The Council may affirm 280 CC 03-05-2024 280 of 386 Shane Co. March 5, 2024 EXC-2022-004 19900 Stevens Creek Blvd. Page 6 or modify the Commission’s decision based on evidence presented at the public hearing, including any evidence in the record. Sign Exception (CMC 19.104.290) A. That the literal enforcement of the provisions of this title will result in restrictions inconsistent with the spirit and intent of this title; CMC 19.104 Signs has allowances for multiple wall signs on the different facades. Allowing an exception for a single wall sign along the east façade is consistent with the spirit and intent of the Ordinance. However, allowing a third wall sign, combined with a ground sign, is far above the maximum number of signage facing a busy thoroughfare such as Stevens Creek Boulevard and would allocate multiple signage to a single business. This is contrary to the intent and purpose of this Chapter to provide architectural and aesthetic harmony of signs as they relate to building design and surrounding landscaping as well as quantity which will allow for good visibility for the public and the needs of the business. B. That the granting of the exception will not result in a condition which is materially detrimental to the public health, safety, or welfare; and The sizes and location of the signs will not result in situation that is materially detrimental to the public health, safety, or welfare to the community as the sizes of the signs and the proposed halo illuminated signage is well below the maximum standards ordained in the Municipal Code. C. That the exception to be granted is one that will require the least modification of the prescribed regulations and the minimum variance that will accomplish the purpose. Allowing the two wall signs along the east façade is above the allowed number of wall signs. The exception would require a greater modification and variance to Municipal Code section 19.104 Signs than would typically be supported by staff. However, allowing a single wall sign along the east façade is within the limitations of the Municipal Code and is recommended to be approved by City Council. The City Council has discretion to review the Planning Commission’s decision and make findings regarding the applicability of the sign exception. The City Council’s decision will be final unless reconsidered within 10 days of the decision. Fiscal Impacts The project will most likely generate fees for sign permits and inspections. Sustainability Impacts The proposed project would not conflict any goals or measures to reduce GHG emissions in the CAP. 281 CC 03-05-2024 281 of 386 Shane Co. March 5, 2024 EXC-2022-004 19900 Stevens Creek Blvd. Page 7 California Environmental Quality Act This project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) per Sections 15301 (existing facilities). Prepared by: Gian Paolo Martire, Senior Planner Reviewed by: Luke Connolly, Assistant Director of Community Development Benjamin Fu, Director of Community Development Christopher Jensen, City Attorney Approved for Submission by: Pamela Wu, City Manager ATTACHMENTS: A. Draft Resolution No. 24-021 B. Appeal Form C. Planning Commission Resolution No. 2023-24 D. Plan Set E. Customer Sign Presentation 282 CC 03-05-2024 282 of 386 RESOLUTION NO. ________ A RESOLUTION OF THE CUPERTINO CITY COUNCIL UPHOLDING THE APPEAL IN PART, APPROVING AN EXCEPTION FOR ONE OF THE TWO-REQUESTED WALL SIGNS ALONG THE EAST FAÇADE LOCATED AT 19900 STEVENS CREEK BLVD. ________________________________________________________________________ ____________________________________________________________________ WHEREAS, the Planning Commission of the City of Cupertino received an application for a Sign Exception (EXC-2022-004) to allow two additional wall signs for a single tenant (Shane Co) at an existing retail building; WHEREAS, the necessary public notices have been given as required by the Procedural Ordinance of the City of Cupertino, and the Planning Commission has held at least one public hearing in regard to the application; and WHEREAS, on December 12, 2023, the Planning Commission approved the Sign Exception (EXC-2022-004) with modifications, limiting it to one unlighted wall sign as a sign exception on the east facade at location 2, for a total of two wall signs, by a 4-0 vote the in substantially similar form to the Resolution presented (Resolution No. 2023-24); and WHEREAS, on December 20, 2023, the applicants, on behalf of Shane Co., appealed the Planning Commission’s decision to modify the sign exception; and WHEREAS, all necessary public notices having been given as required by the City of Cupertino Municipal Code and the Government Code, and the Planning Commission held at least one public hearing in regard to this application, and WHEREAS, on March 5, 2024, the City Council held a public hearing to consider the Project; and WHEREAS, the City Council of the City of Cupertino is the decision-making body for the appeal of the Planning Commission decision. WHEREAS, the applicant has met the burden of proof required to support said application with the modification of the scope to only allow for an additional wall sign along the east façade, as detailed in the Staff report; and 283 CC 03-05-2024 283 of 386 Resolution No. __________________ Page 2 1. That the literal enforcement of the provisions of the Sign Ordinance will result in restrictions inconsistent with the spirit and intent of the ordinance. CMC 19.104 Signs has allowances for multiple wall signs on the different facades. Allowing an exception for a single wall sign along the east façade is consistent with the spirit and intent of the Ordinance. However, allowing a third wall sign, combined with a ground sign, is far above the maximum number of signage facing a busy thoroughfare such as Stevens Creek Boulevard and would allocate multiple signage to a single business. This is contrary to the intent and purpose of this Chapter to provide architectural and aesthetic harmony of signs as they relate to building design and surrounding landscaping as well as quantity which will allow for good visibility for the public and the needs of the business. 2. That the granting of an exception will not result in a condition which is materially detrimental to the public health, safety, or welfare. The sizes and location of the signs will not result in situation that is materially detrimental to the public health, safety, or welfare to the community as the sizes of the signs and the proposed halo illumination of their internal lighting illuminated signage are is well below the maximums standards ordained in the Municipal Code. 3. That the exception to be granted is one that will require the least modification of the prescribed design regulations and the minimum variance that will accomplish the purpose. Allowing the two wall signs along the east façade is above the allowed number of wall signs. The exception would require a greater modification and variance to Municipal Code section 19.104 Signs than would typically be supported by staff. However, allowing a single wall sign along the east façade is within the limitations of the Municipal Code and is recommended to be approved by City Council. NOW, THEREFORE, BE IT FURTHER RESOLVED that the City Council does hereby uphold the appeal in part, approve the sign exception with the modification of the scope to only allow for an additional wall sign alo ng the east façade, and that the foregoing recitals are true and correct and are included herein by reference as findings. 284 CC 03-05-2024 284 of 386 Resolution No. __________________ Page 2 CONDITIONS ADMINISTERED BY THE COMMUNITY DEVELOPMENT DEPT. 1. APPROVED EXHIBITS Approval is based on the plan set dated May 10, 2023 entitled, “Shane Co. Exterior Improvements”, drawn by Stacy Hall, consisting of two (2) sheets labeled “A-1 and A-3”; except as may be amended by conditions in this resolution. 2. ACCURACY OF PROJECT PLANS The applicant/property owner is responsible to verify all pertinent property data including but not limited to property boundary locations, building setbacks, property size, building square footage, any relevant easements and/or construction records. Any misrepresentation of any property data may invalidate this approval and may require additional review. 3. EXCEPTION APPROVAL A Sign Exception is hereby granted to allow for an additional wall sign along the east façade, as identified in the Staff Report as Location 1. 4. ILLUMINATION INTENSITY AND HOURS OF ILLUMINATION The intensity of all signs shall not exceed 250 foot -lamberts. All illuminated signs shall be turned off by 11:00 p.m. A letter from the business operator shall be provided prior to final building permit approval acknowledging this condition of approval and incorporated in the building permit plans. 5. LIGHTING INTENSITY ADJUSTMENT The City reserves the right to require the applicant to utilize dimming technology to adjust the lighting intensity of the sign when deemed necessary. 6. SIGN PERMITS REQUIRED The applicant shall consult with the City’s Building Division to obtain the necessary sign permits for this project. 7. CONSULTATION WITH OTHER DEPARTMENTS The applicant is responsible to consult with other departments and/or agencies with regard to the proposed project for additional conditions and requirements. Any misrepresentation of any submitted data may invalidate an approval by the Community Development Department. 285 CC 03-05-2024 285 of 386 Resolution No. __________________ Page 2 8. GRADING AND CONSTRUCTION HOURS AND NOISE LIMITS a. All grading activities shall be limited to the dry season (April 15 to October 1), unless permitted otherwise by the Director of Public works. b. Construction hours and noise limits shall be compliant with all requirements of Chapter 10.48 of the Cupertino Municipal Code. c. Grading, street construction, underground utility and demolition hours for work done more than 750 feet away from residential areas shall be limited to Monday through Friday, 7 a.m. to 8 p.m. and Saturday and Sunday, 9 a.m. to 6 p.m. Grading, street construction, demolition or underground utility work within 750 feet of residential areas shall not occur on Saturdays, Sundays, holidays, and during the nighttime period as defined in Section 10.48.053(b) of the Municipal Code. d. Construction activities shall be limited to Monday through Friday, 7 a.m. to 8 p.m. and Saturday and Sunday, 9 a.m. to 6 p.m. Construction activities are not allowed on holidays as defined in Chapter 10.48 of the Municipal Code. Night time construction is allowed if compliant with nighttime standards of Section 10.48 of the Cupertino Municipal Code. e. Rules and regulations pertaining to all construction activities and limitations identified in this permit, along with the name and telephone number of an applicant appointed disturbance coordinator, shall be posted in a prominent location at the entrance to the job site. f. The applicant shall be responsible for educating all contractors and subcontractors of said construction restrictions. The applicant shall comply with the above grading and construction hours and noise limit requirements unless otherwise indicated. 9. NOISE AND VIBRATION NOTICE At least 10 days prior to the start of any demolition, ground disturbing, or construction activities, the project applicant/contractor shall send notices of the planned activity by first class mail to off-site businesses and residents within 500 feet of the project site. The City will provide a template notice and mailing addresses for the Applicant’s use. The notice must be approved by City staff prior to sending. The project applicant shall provide the City with evidence of mailing of the notice, upon request. Please note that, if pile driving, the requirements for noticing and monitoring outlined in City Code Section 17.04.050 G (3) shall apply. 286 CC 03-05-2024 286 of 386 Resolution No. __________________ Page 2 10. NOISE AND VIBRATION SIGNAGE At least 10 days prior to the start of any demolition, ground disturbing, or construction activities, the project applicant/contractor shall ensure that a sign measuring at least four feet by six feet shall be posted on construction fencing at the entrance(s) to the job site, clearly visible to the public, and include the following: a. Permitted construction days and hours; b. A description of proposed construction activities; c. Telephone numbers of the City’s and contractor’s authorized representatives that are assigned to respond in the event of a noise or vibration complaint; and d. Contact information for City’s and contractor’s authorized representatives that are assigned to respond in the event of a complaint related to fugitive dust, pursuant to the requirements for compliance with BAAQMD’s CEQA Air Quality Guidelines. If the authorized contractor’s representative receives a complaint, they shall investigate, take appropriate corrective action, and report the complaint and the action taken to the City within three business days of receiving the complaint. 11. NOISE DURING CONSTRUCTION Prior to issuance of any demolition, grading or building permit, include on plans a note that, during project construction, the project applicant shall incorporate the following measures to reduce noise during construction and demolition activity: a. The project applicant and contractors shall prepare and submit a Construction Noise Control Plan to the City’s Planning Department for review and approval prior to issuance of the first permit. The Construction Noise Plan shall demonstrate compliance with daytime and nighttime decibel limits pursuant to Chapter 10.48 (Community Noise Control) of Cupertino Municipal Code. The details of the Construction Noise Control Plan shall be included in the applicable construction documents and implemented by the on-site Construction Manager. Noise reduction measures selected and implemented shall be based on the type of construction equipment used on the site, distance of construction activities from sensitive receptor(s), site terrain, and other features on and surrounding the site (e.g., trees, built environment) and may include, but not be limited to, temporary 287 CC 03-05-2024 287 of 386 Resolution No. __________________ Page 2 construction noise attenuation walls, high quality mufflers. During the entire active construction period, the Construction Noise Control Plan shall demonstrate that compliance with the specified noise control requirements for construction equipment and tools will reduce construction noise in compliance with the City’s daytime and nighttime decibel limits. b. Select haul routes that avoid the greatest amount of sensitive use areas and submit to the City of Cupertino Public Works Department for approval prior to the start of the construction phase. c. Signs will be posted at the job site entrance(s), within the on -site construction zones, and along queueing lanes (if any) to reinforce the prohibition of unnecessary engine idling. All other equipment will be turned off if not in use for more than 5 minutes. d. During the entire active construction period and to the extent feasible, the use of noise producing signals, including horns, whistles, alarms, and bells will be for safety warning purposes only. The construction manager will use smart back-up alarms, which automatically adjust the alarm level based on the background noise level or switch off back-up alarms and replace with human spotters in compliance with all safety requirements and law. 12. DARK SKY COMPLIANCE Prior to issuance of Building Permits, the applicant/property owner shall submit final plans in compliance with the approved lighting plans to comply with development standards of Cupertino Municipal Code Section 19.102.040 Outdoor Lighting Requirements. In the event changes are proposed from the approved plans, said changes must be reviewed and approved by the Director of Community Development or their designee. The applicant shall provide all documentation required to determine compliance with the Municipal Code. 13. FUGITIVE DUST CONTROL Prior to issuance of the any demolition, grading, or building permit, include on all permit plans, the full text of each of the Bay Area Air Quality Management District’s Basic Control Measures from the latest version of BAAQMD’s CEQA Air Quality Guidelines, as subsequently revised, supplemented, or replaced, to control fugitive dust (i.e., particulate matter PM2.5 and PM10) during demolition, ground disturbing activities and/or construction. 288 CC 03-05-2024 288 of 386 Resolution No. __________________ Page 2 14. INDEMNIFICATION As part of the application, to the fullest extent permitted by law, the applicant shall agree to indemnify, defend with the attorneys of the City’s choice, and hold harmless the City, its City Council, and its officers, employees, and agents (collectively, the “indemnified parties”) from and against any liability, claim, action, cause of action, suit, damages, judgment, lien, levy, or proceeding (collectively referred to as “proceeding”) brought by a third party against one or more of the indemnified parties or one or more of the indemnified parties and the applicant related to any Ordinance, Resolution, or action approving the project, the related entitlements, environmental review documents, finding or determinations, or any other permit or approval authorized for the project. The indemnification shall include but not be limited to damages, fees, and costs awarded against the City, if any, and cost of suit, attorneys’ fees, and other costs, liabilities, and expenses incurred in connection with such proceeding whether incurred by the Applicant, the City, or the parties initiating or bringing such proceeding. The applicant shall agree to (without limitation) reimburse the City its a ctual attorneys’ fees and costs incurred in defense of the litigation. Such attorneys’ fees and costs shall include amounts paid to the City’s outside counsel and shall include City Attorney time and overhead costs and other City staff overhead costs and any costs directly related to the litigation reasonably incurred by City. The applicant shall likewise agree to indemnify, defend, and hold harmless the indemnified parties from and against any damages, attorneys’ fees, or costs awards, including attorneys’ fees awarded under Code of Civil Procedure section 1021.5, assessed or awarded against the indemnified parties. The Applicant shall cooperate with the City to enter a Reimbursement Agreement to govern any such reimbursement. The Applicant shall agree to (without limitation) reimburse the City for all costs incurred in additional investigation or study of, or for supplementing, redrafting, revising, or amending, any document (such as an Environmental Impact Report, negative declaration, specific plan, or general plan amendment) if made necessary by proceedings challenging the project approvals and related environmental review, if the applicant desires to continue to pursue the project. 289 CC 03-05-2024 289 of 386 Resolution No. __________________ Page 2 The Applicant shall agree that the City shall have no liability to the Ap plicant for business interruption, punitive, speculative, or consequential damages. 15. NOTICE OF FEES, DEDICATIONS, RESERVATIONS, OR OTHER EXACTIONS The Conditions of Project Approval set forth herein may include certain fees, dedication requirements, reservation requirements, and other exactions. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 5th day of March, 2024, by the following vote: Members of the City Council AYES: NOES: ABSENT: ABSTAIN: SIGNED: ________ Sheila Mohan, Mayor City of Cupertino ________________________ Date ATTEST: ________ Kirsten Squarcia, City Clerk ________________________ Date 290 CC 03-05-2024 290 of 386 Resolution No. __________________ Page 2 291 CC 03-05-2024 291 of 386 APPEAL FORM 1.Application No.: ______________________________________________________________ 2.Applicant(s) Name: ___________________________________________________________ 3.Project Planner: ______________________________________________________________ 4.Appellant(s) Name: __________________________________________________________ Address: _____________________________________________________________________ Phone Number: ______________________________________________________________ Email: _______________________________________________________________________ 5.Please check one: Note: Do not use this form for Administrative Citation decisions (1.16), Petitions for Reconsideration (2.08.096), or Damage to Public Trees (14.12) a.Appeals regarding Title 19 (Zoning) and 14.18 (Protected Private Trees): Administrative decision (14 calendar days after decision to appeal) Planning Commission decision (14 calendar days after decision to appeal) Design Review Committee decision (14 calendar days after decision to appeal) b.Other appeals: Director of Community Development decision regarding Tentative Maps (18.20) (14 calendar days after decision to appeal) Street Improvements (14.04) (30 calendar days after date of decision to appeal) Code Enforcement regarding Massage Permits (9.06) (5 business days after receipt of notice of decision to appeal) Solicitor’s Identification Permit (5.20) (10 calendar days after denial notice to appeal) 6.Date of decision or mailing of notice of decision: _________________________________ 292 CC 03-05-2024 292 of 386 7.Specifically state the grounds and basis for appeal: ______________________________ We are filing an appeal based on the planning commission's ruling on 12/12 that we are only allowed one additional unlit sign over our front door. We are asking for two additional halo lit signs on the east side of the building. One sign would be located above our front door and the other would be on the front corner of the building closest to Steven's Creek. After moving to this location in fall of 2021 we quickly realized that customers were having trouble finding us. Customers are having a hard time finding us due to some unique challenges with the property. The building has a larger set back from Steven's Creek with substantial trees making it hard to see. Additionally, our entrance is not located on the street facing side of the building also causing confusion for customers. The overall design of the building appears to be more industrial/office use rather than a retail site. As a specialty retailer our customers tend to visit only once a year making it easy for them to forget where we are located. Finally, given our business model we pull customers from all over the region many who are not familiar with Cupertino. Given these reasons and the direct impact the lack of signage is having on our overall success in Cupertino we believe we qualify for an exception. ___________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Attach additional pages if necessary) 293 CC 03-05-2024 293 of 386 Please complete form, include appeal fee of $379.00 pursuant to Resolution No. 23-094 ($793.57 for massage application appeals), and return to the attention of the City Clerk, 10300 Torre Avenue, Cupertino, California (408) 777-3223. Signature(s):________________________________________________________________________ 19.12.170 Appeals. A.An appeal may be filed by any person, firm or corporation aggrieved or affected by any grant, denial, modification or revocation of any permit, or any determination or interpretation related to any provision of this title. B.Filing: 1.An appeal shall be in writing on forms prescribed by the City and shall be filed during regular office hours with the City Clerk within fourteen calendar days after the City decision or if a notice of decision is not required, from the date of the decision or determination, under this title. An appeal not filed within such time shall be barred. The appeal shall state the grounds and basis thereof. 2.Appeals under this chapter are subject to an appeal fee as prescribed by resolution of the City Council. C.Noticing: Notice of hearing shall be given in the same manner in which the original notice was given. If a project with no noticing is appealed, appropriate noticing shall be determined by the Director of Community Development. D.Appeal hearing body shall be determined in accord with Section 19.12.030. E.Decision of the appeal hearing body: The decision or determination of the appeal hearing body on any appeal shall be final and effective immediately. F.Notice of Decision: Notice of the appeal hearing body's decision shall be mailed to the original applicant, to the person filing the appeal, and to any other person who has filed a written request with the City Clerk. 294 CC 03-05-2024 294 of 386 CITY OF CUPERTINO 10300 Torre Avenue Cupertino, California 95014 RESOLUTION 2023-24 OF THE PLANNING COMMISSION OF THE CITY OF CUPERTINO APPROVING A SIGN EXCEPTION TO ALLOW AN ADDITIONAt WALL SIGN ALONG THE EAST FA(;ADE AT AN EXISTING RET AIt BUII,DING LOCATED AT 19900 STEVENS CREEK BOUL,EV ARD SECTION I: PROJECT DESCRIPTION Application No.: EXC-2022-004 Applicant: Kevin Tallman, Shane Co. Location: 19900 Stevens Creek Blvd.; APN: 369-05-044 SECTION II: FINDINGS FOR A SIGN EXCEPTION: WHEREAS, the Planning Commission of the City of Cupertino received an application for a Sign Exception (EXC-2022-004) to allow two additional wall signs for a single tenant (Shane Co) at an existing retail building; WHEREAS, the necessary public notices have been given as required by the Procedural Ordinance of the City of Cupertino, and the Planning Commission has held at least one public hearing in regard to the application; and WHEREAS, pursuant to the provisions of the California Environmental Quality Act of 1970 (Public Resources Code section 21000 et seq.) ("CEQA"), together with the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.) hereinafter, "CEQA Guidelines"), the City staff has independently studied the proposed Project and has determined that the Project is exempt from environmental review pursuant to the categorical exemption in CEQA Guidelines section 15301: Existing Facilities for the reasons set forth in the staff report dated December 12, 2023 and incorporated herein; and WHEREAS, the applicant has met the burden of proof required to support said application with the modification of the scope to only allow for an additional non- 295 CC 03-05-2024 295 of 386 Resolution No. 2023-24 Page - 2 - EXC-2022-004 December 12, 2023 illumintaed wall sign above the entrance along the east faqade, as detailed in the Staff report; and 1. That the literal enforcement of the provisions of the Sign Ordinance will result in restrictions inconsistent with the spirit and intent of the ordinance. CMC 19.104Sigrtshasallowancesfor m'tdtip7ewau sigrts07? thediffererttfacades. Allowing an exceptionfor a singlenon-iuuminatedwal7sigrtabovetheentrancealongtheeastfagadeis consistentwith the spirit and intent of the Ordinance. However, allowi;nga third wail sign, combinedwith a grormd sign, is far abovethe maximumnumberof signagefacing a busy thoroughfaresuchasSteve;nsCreekBoulevardandwouldauocatemultiple signageto a single business. 2. That the granting of an exception will not result in a condition which is materially detrimental to the public health, safety, or welfare. Thesizesand Locationof thesig;nswill not result in situationthat is materiauydetrimental to thepublichealth, safety, or welfareto thecommunityasthesizesof thesigrtsarewell below the maximums standards ordained in the Mrmicipa7 Code, as well as its location fitrther setbackfrom thepublic right awayandnon-illuminationwill ;notcausea distraction to motorists. 3. That the exception to be granted is one that will require the least modification of the prescribed design regulations and the minimum variance that will accomplish the purpose. Allowing thetwo wall signsalongtheeastfagadeis abovetheallowednumberof nial7sigm. Theexceptionwouldrequirea greatermodificationandvarianceto CMC19.104Sigrtsthan would h)pica71ybesupportedby staff. However, allowinga si;nglenon-illuminatedwa(l sigrt abovetheentrancealongtheeastfagadeis within theLimitationsof theMtmicipal Codeand is recommended to be approved by the Plaming Commissio;n. WHEREAS, the Planning Commission is the approval authority for this project and is granted the authority by the Municipal Code to exercise its independent judgment, based on the record before it, for purposes of the California Environmental Quality Act; and NOW, THEREFORE, BE IT RESOLVED that the Planning Commission takes the following actions: 1. Exercises its independent judgment and determines that the Project is exempt from CEQA pursuant to CEQA Guidelines section 15301. The Class 1 exemption applies to existing facilities that involve negligible or no expansion of existing or former use.. Therefore, the proposed project would not involve the expansion of the former use Section 15301, Class 1), will not significantly expand the use beyond the current use 296 CC 03-05-2024 296 of 386 Resolution No. 2023-24 Page - 3 - EXC-2022-004 December 12, 2023 that already exists or previously existed, and will not have a significant effect on the environment. 2. Approves the application for a Sign Exception, Application no. EXC-2022-004 subject to the conditions which are enumerated in this Resolution beginning on PAGE 3 thereof. The conclusions and sub conclusions upon which the findings and conditions specified in this resolution are based, including those contained in the Public Hearing record concerning Application no. EXC-2022-004 as set forth in the Minutes of Planning Commission Meeting of December 12, 2023, are hereby incorporated by reference as though fully set forth herein. SECTION III: CONDITIONS DEVEL,OPMENT DEPT. ADMINISTERED BY THE COMMUNITY 1. APPROVED EXHIBITS Approval is based on the plan set dated May 10, 2023 entitled, "Shane Co. Exterior Improvements", drawn by Stacy Hall, consisting of two (2) sheets labeled "A-I and A-3"; except as may be amended by conditions in this resolution. 2. MODIFCATION OF SCOPE The Planning Commission at its hearing approved only one non-illuminated wall sign above the entrance along the east faqade. 2. ACCURACY OF PRO'jECT PLANS The applicant/property owner is responsible to verify all pertinent property data including but not limited to property boundary locations, building setbacks, properff size, building square footage, any relevant easements and/or construction records. Any misrepresentation of any property data may invalidate this approval and may require additional review. 3. SIGN PERMITS RE0UIRED The applicant shall consult with the City's Building Division to obtain the necessary sign permits for this project. 4. CONSULT ATION 'l/VITH OTHER DEPARTMENTS The applicant is responsible to consult with other departments and/or agencies with regard to the proposed project for additional conditions and requirements. Any misrepresentation of any submitted data may invalidate an approval by the Community Development Department. 297 CC 03-05-2024 297 of 386 Resolution No. 2023-24 Page - 4 - EXC-2022-004 December 12, 2023 5. GRADING AND CONSTRUCTION HOURS AND NOISE LIMITS a. All grading activities shall be limited to the dry season (April 15 to October 1), unless permitted otherwise by the Director of Public works. b. Construction hours and noise limits shall be compliant with all requirements of Chapter 10.48 of the Cupertino Municipal Code. c. Grading, street constniction, underground utility and demolition hours for work done more than 750 feet away from residential areas shall be limited to Monday through Friday, 7 a.m. to 8 p.m. and Saturday and Sunday, 9 a.m. to 6 p.m. Grading, street construction, demolition or underground utility work within 750 feet of residential areas shall not occur on Saturdays, Sundays, holidays, and during the nighttime period as defined in Section 10.48.053(b) of the Municipal Code. d. Construction activities shall be limited to Monday through Friday, 7 a.m. to 8 p.m. and Sahirday and Sunday, 9 a.m. to 6 p.m. Construction activities are not allowed on holidays as defined in Chapter 10.48 of the Municipal Code. Night time construction is allowed if compliant with nighttime standards of Section 10.48 of the Cupertino Municipal Code. e. Rules and regulations pertaining to all construction activities and limitations identified in this permit, along with the name and telephone number of an applicant appointed disturbance coordinator, shall be posted in a prominent location at the entrance to the job site. f. The applicant shall be responsible for educating all contractors and subcontractors of said construction restrictions. The applicant shall comply with the above grading and construction hours and noise limit requirements unless otherwise indicated. 6. NOISE AND VIBRATION NOTICE At least 10 days prior to the start of any demolition, ground disturbing, or construction activities, the project applicant/contractor shall send notices of the plaru"ied activity by first class mail to off-site businesses and residents within 500 feet of the project site. The City will provide a template notice and mailing addresses for the Applicant's use. The notice must be approved by City staff prior to sending. The project applicant shall provide the City with evidence of mailing of the notice, upon request. Please note that, if pile driving, the requirements for noticing and monitoring outlined in City Code Section 17.04.050 G (3) shall apply. 7. NOISE AND VIBRATION SIGNAGE 298 CC 03-05-2024 298 of 386 Resolution No. 2023-24 Page - 5 - EXC-2022-004 December 12, 2023 At least 10 days prior to the start of any demolition, ground disturbing, or construction activities, the project applicant/contractor shall ensure that a sign measuring at least four feet by six feet shall be posted on construction fencing at the entrance(s) to the job site, clearly visible to the public, and include the following: a. Permitted construction days and hours; b. A description of proposed construction activities; c. Telephone numbers of the City's and contractor's authorized representatives that are assigned to respond in the event of a noise or vibration complaint; and d. Contact information for City's and contractor's authorized representatives that are assigned to respond in the event of a complaint related to fugitive dust, pursuant to the requirements for compliance with BAAOMD's CE0A Air 0uality Guidelines. If the authorized contractor's representative receives a complaint, they shall investigate, take appropriate corrective action, and report the complaint and the action taken to the City within three business days of receiving the complaint. 8. NOISE DURING CONSTRUCTION Prior to issuance of any demolition, grading or building permit, include on plans a note that, during project construction, the project applicant shall incorporate the following measures to reduce noise during construction and demolition activity: a. The project applicant and contractors shall prepare and submit a Construction Noise Control Plan to the City's Planning Department for review and approval prior to issuance of the first permit. The Construction Noise Plan shall demonstrate compliance with daytime and nighttime decibel limits pursuant to Chapter 10.48 (Community Noise Control) of Cupertino Municipal Code. The details of the Construction Noise Control Plan shall be included in the applicable construction documents and implemented by the on-site Construction Manager. Noise reduction measures selected and implemented shall be based on the type of construction equipment used on the site, distance of construction activities from sensitive receptor(s), site terrain, and other features on and surrounding the site (e.g., trees, built environment) and may include, but not be limited to, temporary construction noise attenuation walls, high quality mufflers. During the entire active construction period, the Construction Noise Control Plan shall demonstrate that compliance with the specified noise control requirements for 299 CC 03-05-2024 299 of 386 Resolution No. 2023-24 Page - 6 - EXC-2022-004 December 12, 2023 construction equipment and tools will reduce construction noise in compliance with the City's daytime and nighttime decibel limits. b. Select haul routes that avoid the greatest amount of sensitive use areas and submit to the City of Cupertino Public Works Department for approval prior to the start of the construction phase. c. Signs will be posted at the job site entrance(s), within the on-site construction zones, and along queueing lanes (if any) to reinforce the prohibition of uru"iecessary engine idling. All other equipment will be turned off if not in use for more than 5 minutes. d. During the entire active construction period and to the extent feasible, the use of noise producing signals, including horns, whistles, alarms, and bells will be for safety warning purposes only. The construction manager will use smart back-up alarms, which automatically adjust the alarm level based on the background noise level or switch off back-up alarms and replace with human spotters in compliance with all safety requirements and law. 9. DARK SKY COMPLIANCE Prior to issuance of Building Permits, the applicant/property owner shall submit final plans in compliance with the approved lighting plans to comply with development standards of Cupertino Municipal Code Section 19.102.040 Outdoor Lighting Requirements. In the event changes are proposed from the approved plans, said changes must be reviewed and approved by the Director of Community Devetopment or their designee. The applicant shall provide all documentation required to determine compliance with the Municipal Code. 10. FUGITIVE DUST CONTROL Prior to issuance of the any demolition, grading, or building permit, include on all permit plans, the full text of each of the Bay Area Air Quality Management District's Basic Control Measures from the latest version of BAAOMD's CE0A Air 0uality Guidelines, as subsequently revised, supplemented, or replaced, to control fugitive dust (i.e., particulate matter PM2.5 and PMIO) during demolition, ground disturbing activities and/or construction. 11. INDEMNIFICATION As part of the application, to the fullest extent permitted by law, the applicant shall agree to indemnify, defend with the attorneys of the City's choice, and hold harmless the City, its City Council, and its officers, employees, and agents collectively, the "indemnified parties") from and against any liability, claim, action, cause of action, suit, damages, judgment, lien, levy, or proceeding (collectively 300 CC 03-05-2024 300 of 386 Resolution No. 2023-24 Page - 7 - EXC-2022-004 December 12, 2023 referred to as "proceeding") brought by a third party against one or more of the indemnified parties or one or more of the indemnified parties and the applicant related to any Ordinance, Resolution, or action approving the project, the related entitlements, environmental review documents, finding or determinations, or any other permit or approval authorized for the project. The indemnification shall include but not be limited to damages, fees, and costs awarded against the City, if any, and cost of suit, attorneys' fees, and other costs, liabilities, and expenses incurred in connection with such proceeding whether incurred by the Applicant, the City, or the parties initiating or bringing such proceeding. The applicant shall agree to (without limitation) reimburse the City its actual attorneys' fees and costs incurred in defense of the litigation. Such attorneys' fees and costs shall include amounts paid to the City's outside counsel and shall include City Attorney time and overhead costs and other City staff overhead costs and any costs directly related to the litigation reasonably incurred by City. The applicant shall likewise agree to indemnify, defend, and hold harmless the indemnified parties from and against any damages, attorneys' fees, or costs awards, including attorneys' fees awarded under Code of Civil Procedure section 1021.5, assessed or awarded against the indemnified parties. The Applicant shall cooperate with the City to enter a Reimbursement Agreement to govern any such reimbursement. The Applicant shall agree to (without limitation) reimburse the City for all costs incurred in additional investigation or study of, or for supplementing, redrafting, revising, or amending, any document (such as an Environmental Impact Report, negative declaration, specific plan, or general plan amendment) if made necessary by proceedings challenging the project approvals and related environmental review, if the applicant desires to continue to pursue the project. The Applicant shall agree that the City shall have no liability to the Applicant for business interruption, punitive, speculative, or consequential damages. 12. NOTICE OF FEES, DEDICATIONS, RESERV ATIONS, OR OTHER EXACTIONS The Conditions of Project Approval set forth herein may include certain fees, dedication requirements, reservation requirements, and other exactions. 301 CC 03-05-2024 301 of 386 Resolution No. 2023-24 Page - 8 - EXC-2022-004 December 12, 2023 PASSED AND ADOPTED this 12th day of December, 2023, at a regular Meeting of the Planning Commission Committee of the City of Cupertino, State of California, by the following roll call vote: AYES: NOES: ABST AIN: ABSENT: COMM[SSIONERS: Lindskog, Fung, Madhdhipatla, Scharf COMMISSIONERS: None COMMISSIONERS: None COMMISSIONERS: Mistry ATTEST: Piu Ghosh Planning Manager APPROVED: Steven Scharf Chair, Planning Commission 302 CC 03-05-2024 302 of 386 CAPABLE EV CAPABLE EV CAPABLE EV CAPABLE EV CAPABLE EV CAPABLE EV S 0°13'00" E 372.28' N 0°13'00" W 372.28' S 89°36'00" W 224.96' N 89°36'00" E 224.96' PROPERTY LINE PROPERTY LINE PROPERTY LINE PROPERTY LINE PARKING NO PARKING NO NO PARKING VANVAN Exception #8 of Prelim Title G A-3 2 A-3 4 A-3 3 A-3 1 A-1 2 ADJACENT TENANT SPACE S T E V E N S C R E E K B L V D . SHANE CO SUITE S2 S3S3 S3S3 S3S3 S3S3S3S3 S3S3 S3S3 S3 S3S3 S3S3 S3 S3S3 S6 S7 S7 S7 S7 S7 S7S7 S7S7S7S7 S7 S7 S7 S8 S8 S11S12 S13 S14 S15 S16 S16 S17 S18 S21 S22 S24 S24 S24 S24 S24 S26S26 S26S26 S31 S33S33 CLR. 4' - 3 " M I N . S19 S34 S35 S35 S35 S35 S35 S35 L1 L1 L3 L2 L3 L3 L3 L3 L3 L3 DEMO PROPOSED DE M O PR O P O S E D S3 S3 S7 S36S36 S37 S38S38 S38S38 S38S38 SETBACK DIAGRAM 49' - 3" S2 L4 L4 L4 L4L4 L4 (E) ROOF LINE (VARIEIS) 113' - 6" FIRST FLOOR (F.F.) 100' - 0" (E) HIGH PARAPET LEVEL 120' - 1" (E) LOW PARAPET LEVEL 116' - 1" (N) ENTRY TOWER LEVEL 122' - 0" 45°1:1 SLOPEMARKDESCRIPTIONTYPE L1 4" OUTDOOR CYLINDER -FC OUTDOOR LIGHTING ZFCC410 (DOWN LT ONLY)WALL MTD L2 4" RECESSED SOFFIT -LITHONIA LIGHTING LBR4 RECESSED L3 LED FLOOD LIGHT -RSXF1 (FIXTURE TO MATCH (E) L.L. PROVIDED FIXTURES)WALL MTD L4 18" WALL SCONCE -WDGE3 LED (FIXTURE TO MATCH (E) L.L. PROVIDED FIXTURES)WALL MTD NOTES BE N J A M I N T A L P O S REVISIONS: C-31704 5/ 1 0 / 2 0 2 3 2 : 0 7 : 0 7 P M E: \ S h a n e C o _ C u p e r t i n o \ E X T E R I O R \ V E O p t i o n \ S H A N E C O _ C U P E R T I N O _ V E . r v t 5/10/23 SH A N E C O . E X T E R I O R I M P R O V E M E N T S PL A N N I N G SU B M I T T A L SI T E P L A N A-1 STACEY HALL 19 9 0 0 S T E V E N S C R E E K B L V D . , C U P E R T I N O , C A KEYNOTES - SITE Key Value Keynote Text S2 (E) ACCESSIBLE PARKING STALLS AND SIGNAGE TO REMAIN. S3 (E) PARKING STALL TO REMAIN, TYP. S6 (E) PAVING/WALKABLE SURFACE TO REMAIN, TYP. S7 (E) LANDSCAPE PLANTING AREA TO REMAIN. GC TO REPLACE (E) PLANTINGS AS REQ'D FOR NEW WORK. VERIFY PLANTING TYPE w/ AS-BUILTS AND MATCH (E). GC TO MODIFY (E) IRRIGATION SYSTEM AS REQ'D FOR NEW WORK. VERIFY EXTENTS IN THE FIELD. S8 (E) SHORT-TERM BIKE RACK TO REMAIN. S11 (E) TRANSFORMER TO REMAIN. S12 (E) TRUNCATED INDICATOR DOMES, TYP. S13 (E) TRASH ENCLOSURE TO REMAIN. S14 (E) FIRE DEPARTMENT VEHICLE TURNING RADIUS - PREVIOUSLY APPROVED, TYP. S15 (E) GAS METER AND FIRE SPRINKLER SERVICE TO REMAIN. S16 (E) "FUTURE" ELECTRIC VEHICLE PARKING STALL, TYP. VERIFY FINAL LOCATION AND QUANTITY W/ L.L. DWGS. S17 (E) MAIL/PARCEL BOX TO REMAIN. S18 (E) WHEELSTOP TO REMAIN, TYP. S19 ACCESSIBLE PATH OF TRAVEL. S21 (E) LONG-TERM BIKE STORAGE ROOM TO REMAIN. NOT PART OF SHANE CO LEASABLE AREA. S22 (E) MAIN BUILDING ELECTRICAL ROOM AND MAIN DISTRIBUTION PANEL TO REMAIN. NOT PART OF SHANE CO LEASABLE AREA. S23 (E) ADJACENT STRUCTURES TO REMAIN, TYP. S24 (E) BUILDING ENTRANCE TO REMAIN. S26 (E) PARKING AREA TO REMAIN, TYP. S31 (N) PLANTER AND INTEGRAL BENCH - REQUIRED AS A SECURITY ELEMENT TO PROTECT FRONT ENTRY FROM VEHICLE ENTRY. S33 (N) SUITE ENTRANCE AND ENTRANCE TOWER ELEMENT. ENTRANCE TOWER IS NON-CONDITIONED SPACE AND NOT CONSIDERED AS PART OF THE OVERALL OCCUPIABLE BUILDING AREA. S34 (E) DEMISING WALL TO REMAIN. S35 (N) DECORATIVE SITE BOLLARD W/ INTEGRAL LIGHTING COMPONENT (LIGHTWAVE 2 STRAIGHT BOLLARD, ULW-10874, W/ SECURITY CORE IN FRONT OF ALL FENESTRATION AREAS), TYP. S36 (N) PERMEABLE PAVER HARDSCAPE PATIO w/ MAX. 2% SLOPE IN ANY DIRECTION. MAX BEVEL TRANSITIONS BETWEEN ALL PAVERS TO BE 1/2" OR LESS w/ MAX. 1/4" BEVEL. PAVERS TO MATCH PREVIOUSLY L.L. APPROVED DESIGN. S37 (N) CONCRETE WALKWAY. MAX 2% SLOPE IN ANY DIRECTION w/ 0" TRANSITION BETWEEN (E) CONCRETE WALKWAY/LANDING AND PAVER PATIO. S38 (N) LANDSCAPE AREA. PLANTING TO MATCH (E) AREA PLANTERS. SCALE:1/16" = 1'-0" SITE PLAN - PROPOSED PLANNING VE SCALE:1/16" = 1'-0"A-1 2 ELEVATION - EAST (BUILDING BULK SETBACK DIAGRAM) LOT AREA 83,766 SF BUILDING AREA EXISTING BUILDING AREA: 28,813 SF LOT COVERAGE: 35.1% REQUIRED PARKING *THERE IS NO NEW SF PROPOSED AS PART OF THIS SCOPE OF WORK TOTAL PARKING PROVIDED: 114 SPACES SITE STATISTICS / PARKING ANALYSIS NOTE: WITH THE EXCEPTION OF WORK REQUIRED TO PREPARE EXISTING SITE ELEMENTS FOR THE NEW ENTRY TOWER AND PERMEABLE HARDSCAPING PATIO PROPOSED HEREIN AS PART OF THE SCOPE WORK, ALL SITE ELEMENTS ARE EXISTING TO REMAIN AND NOT INCLUDED IN THIS APPLICATION. THE (E) SITE PLAN AND SITE ELEMENTS NOT IDENTIFIED AS (N) WERE PREPARED AND PROVIDED BY L.L. AND SHOWN FOR REFERENCE ONLY. ORIGINAL SITE WORK COMPLETED UNDER PERMIT # BLD-2020-0387. NORTH LIGHTING SCHEDULE PROPOSED SIGN A PROPOSED SIGN B PROPOSED SIGN C (PREVIOUSLY APPROVED) 303 CC 03-05-2024 303 of 386 EXTERIOR MATERIAL FINISHES (M#) DESIGNATION MATERIAL TYPE MANUFACTURER COLOR COMMENTS M1 PAINT BENJAMIN MOORE REGAL SELECT EXTERIOR PAINT MIDNIGHT OIL - FLAT FINISH PAINT CONCRETE WALL BEHIND (N) DECORATIVE LOUVERS M2 METAL CLADDING ALUCOBOND AXCENT MATCH EXISTING SEE AS-BUILTS M3 METAL CLADDING ALUCOBOND AXCENT GRAPHITE MICA M4 CERAMIC WALL TILE CREATIVE MATERIALS CORP - MOSA SOLID, V (SMOOTH) 5102 VIVID WHITE 16"x24" CONTROL/EXPANSION JOINTS EVERY 8' TO 10' IN EA. DIRECTION W/ MIN. 1/2" JOINT WIDTH M5 FIBER CEMENT SIDING ASPYRE COLLECTION - ARTISAN V-GROOVE SIDING (HARDIE BOARD PRODUCT) PRIMED PAINT MATERIAL: BENJAMIN MOORE CHELSEA GREY HC-168 M7 METAL ACCENT TRIM CUSTOM STEEL - 10GA PRIMED PAINT MATERIAL: BENJAMIN MOORE DINNER PARTY AF-300 M8 LOUVERS - COMPOSITE WOOD TBD WESTERN CEDAR M9 CANVAS SUNBRELLA SLATE GREY 4684 DEFERRED SUBMITTAL M11 ALUMINUM STOREFRONT KAWNEER (OR EQUIV.) FRAME: CLEAR ANODIZED GLASS: TRANSLUCENT INSULATED GLASS TO BE FROSTED FOR SECURITY AND BIRD SAFETY PURPOSES M12 COMPOSITE WOOD PLANKS TBD WESTERN CEDAR M13 ALUMINUM STOREFRONT KAWNEER (OR EQUIV.) FRAME: GRAPHITE GLASS: CLEAR INSULATED (E) ROOF LINE (VARIEIS) 113' - 6" FIRST FLOOR (F.F.) 100' - 0" (E) HIGH PARAPET LEVEL 120' - 1" E1 E2 E7 E8E8E8 E12E12E9E9 E8E13 E16 E18E18E18 E20E19 E1 (E) ROOF LINE (VARIEIS) 113' - 6" FIRST FLOOR (F.F.) 100' - 0" (E) HIGH PARAPET LEVEL 120' - 1" (N) ENTRY TOWER LEVEL 122' - 0" 3' - 6 " NE4 M9 M8 M5 M4 NE11 NE11 NE7 NE9 NE5 16' - 11"14' - 0" NE6 NE6 8' - 11" NE9 NE15 7' - 6" 13' - 0" 1' - 0 " (E) ROOF LINE (VARIEIS) 113' - 6" FIRST FLOOR (F.F.) 100' - 0" FIRST FLOOR (F.F.) 100' - 0" (E) HIGH PARAPET LEVEL 120' - 1" (E) LOW PARAPET LEVEL 116' - 1" E1 E1 E1 E1 E14 E3E12E8E11E10 E9 E12 E8 E9E12 E8 E7 E8E14E9E12 E8E12 E6 V. I . F . 9' - 8 " V.I.F. 9' - 6" E18 E18 E18 E18 E18 E20 E20 E20 E20 BEYOND METAL PANEL E17 E18 E18 E18E19 E19 E19 E19 (E) ROOF LINE (VARIEIS) 113' - 6" FIRST FLOOR (F.F.) 100' - 0" FIRST FLOOR (F.F.) 100' - 0" (E) HIGH PARAPET LEVEL 120' - 1" (E) LOW PARAPET LEVEL 116' - 1" (N) ENTRY TOWER LEVEL 122' - 0" 24' - 0"11' - 11" 9' - 5"3' - 2"8' - 10"2' - 7" 49' - 7" NE6 8' - 4"3' - 0"9' - 6"3' - 0"9' - 0"2' - 11"9' - 0" NE9NE10 8' - 2 " MATCH (E) OPENING 9' - 10" NE7NE7NE8 NE5 M5 M9 M4 M8M8M8 M7 NE11NE11 M11 16' - 1" M13 M12 NE17 8' - 0" 10' - 3" 7' - 6" NE11 NE11 7' - 6" M1 M1 M1 TYP. 6" NE10 M1 M1 NE9 NE9 NE7NE7 NE7 NE7 NE11 NE11NE11 NE9 NE9 NE6 NE6 M5 M4 M9M9 M8 M8 M9 NE17 1' - 0 " NE18NE18NE18NE18NE18NE18NE18 13' - 0" BE N J A M I N T A L P O S REVISIONS: C-31704 5/ 1 0 / 2 0 2 3 2 : 0 8 : 5 6 P M E: \ S h a n e C o _ C u p e r t i n o \ E X T E R I O R \ V E O p t i o n \ S H A N E C O _ C U P E R T I N O _ V E . r v t 5/10/23 SH A N E C O . E X T E R I O R I M P R O V E M E N T S PL A N N I N G SU B M I T T A L EX T E R I O R E L E V A T I O N S - DE M O / P R O P O S E D A-3 STACEY HALL 19 9 0 0 S T E V E N S C R E E K B L V D . , C U P E R T I N O , C A SCALE:1/8" = 1'-0"A-3 1 ELEVATION - NORTH DEMO SCALE: 1/8" = 1'-0"A-3 2 ELEVATION - NORTH PROPOSED SCALE: 1/8" = 1'-0"A-3 3 ELEVATION - EAST DEMO SCALE: 1/8" = 1'-0"A-3 4 ELEVATION - EAST PROPOSED KEYNOTES - EXTERIOR EXISTING/DEMO Key Value Keynote Text E1 (E) METAL CLADDING TO BE REMOVED. E2 (E) SIGNAGE TO BE REMOVED AND SAVED FOR RELOCATION. E3 (E) STOREFRONT ASSEMBLY TO BE REMOVED. E6 (E) EXTERIOR FINISH AND WALL INFILL TO BE REMOVED FOR NEW ENTRY. E7 (E) WOOD PLANKING TO REMAIN. E8 (E) METAL CLADDED ACCENT ELEMENT TO REMAIN. E9 (E) STOREFRONT WINDOW TO REMAIN. E10 (E) DOWNSPOUT TO REMAIN. E11 (E) DOOR/FRAME TO REMAIN. E12 (E) CANOPY TO REMAIN. E13 (E) BRICK FINISH AND EXTERIOR WALL TO REMAIN, TYP. E14 (E) EXTERIOR WALL TO REMAIN, TYP. E16 (E) STUCCO AND WALL INFILL TO REMAIN. E17 (E) ROOF DRAIN DOWNSPOUT TO BE REROUTED AS NECESSARY. E18 (E) BRICK FINISH ONLY TO BE REMOVED. E19 (E) BRICK ARCHWAY TO BE REMOVED. E20 (E) STUCCO AND WALL TO REMAIN. KEYNOTES - EXTERIOR NEW Key Value Keynote Text NE4 (E) APPROVED BACK-LIT ILLUMINATED SIGNAGE TO BE REINSTALLED. NE5 (N) PLANTER AND INTEGRAL BENCH - REQUIRED AS A SECURITY ELEMENT TO PROTECT FRONT ENTRY FROM VEHICLE ENTRY. NE6 (N) EXTERIOR METAL STUD WALL. NE7 (N) AWNING (DEFERRED SUBMITTAL). NE8 (N) CANOPY AND ANCHOR ROD SUPPORTS (DEFERRED SUBMITTAL) - SEE STRUCTURAL FOR WALL SUPPORT FRAMING.. NE9 (N) DECORATIVE LOUVERS. NE10 (N) STOREFRONT WINDOW/DOOR ASSEMBLY. MATCH (E) CONFIGURATION. VERIFY w/ AS-BUILTS. NE11 (N) LIGHT FIXTURE, TYP. NE15 TILE CONTROL/EXPANSION JOINT. SPACING PER MANUFACTURER AND AS SHOWN. NE17 (N) POTENTIAL BACK-LIT ILLUMINATED SIGNAGE. OWNER TO APPLY FOR SEPARATE SIGNAGE VARIANCE. NE18 (N) SITE SECURITY BOLLARD, TYP. NOTES: • ALL PARAPET COPING SHALL MATCH ADJACENT WALL MATERIAL. GC TO SUBMIT COLOR CHART TO ARCHITECT AND OWNER FOR PREMANUFACTURED OPTIONS. IF NO COLOR OPTION IS SATISFACTORY, COPING TO BE PAINTED. NOTES: • ALL EXISTING EXTERIOR DESIGN ELEMENTS NOT IDENTIFIED AS NEW (N) WERE PREVIOUSLY APPROVED UNDER THE BUILDING OWNER'S SUBMITTAL FOR PLANNING APPROVAL. REFERENCE PLANNING APPROVALS ARE AS SUCH: DIR-2020-015 AND DP-2019-001. PROPOSED SIGN A 50 SF 4' - 8 " 10'-10" 3' - 6 " 9'-8" PROPOSED SIGN B 34 SF 3' - 6 " 9'-8" PROPOSED SIGN C (PREVIOUSLY APPROVED AND CURRENTLY INSTALLED ON EXISTING BUILDING - WILL BE REMOVED AND REINSTALLED IN SAME LOCATION AFTER NEW EXTERIOR FINISHES ARE INSTALLED) 34 SF 304 CC 03-05-2024 304 of 386 CUSTOM SIGNAGE PRESENTATION 19900 STEVENS CREEK BLVD., CUPERTINO, CA Prepared for Shane Co. procto r productions 305 CC 03-05-2024 305 of 386 02 procto r productions Shane Co. Custom Building Signage Design | 2023 (CUPERTINO, CA - SITE LOCATION) (conceptual visual only) Shane Co 19900 Stevens Creek Blvd, Cupertino, CA 95014 NORTH SIGN BUILDING LOCATION EAST SIGN BUILDING LOCATION 1 EAST SIGN BUILDING LOCATION 2 306 CC 03-05-2024 306 of 386 03 procto r productions Shane Co. Custom Building Signage Design | 2023 (CUPERTINO, CA - EXISTING & PROPOSED EXTERIOR ELEVATION) (conceptual visual only) SCALE - NTS 280” [7112 mm] 8.40” [213.36 mm] 84.08” [2135.63 mm] 56.34” [1431.04 mm] 163.83” [4161.28 mm] Full Face & Side Lit letters 14.46” [367.28 mm] 22.22” [564.39 mm] 40.17” [1020.32 mm] Segmentations Full Side Lit Letters Black / Satin Finish 117” [2971.8 mm] Black / Satin Finish Black / Satin Finish Full Side Lit Letters Full Side Lit Letters 32.64 SQFT - TOTAL SIGN AREA NOTE: Wall signs attached to exterior walls of solid masonry, concrete or stone shall be safely and securely attached by means of metal anchors, bolts or expansion screws of not less than 3/8 inch (9.5 mm) diameter and shall be embedded not less than 5 inches (127 mm). Wood blocks shall not be used for anchorage, except in the case of wall signs attached to buildings with walls of wood. A wall sign shall not be supported by anchorages secured to an unbraced parapet wall. SIGN ILLUMINATION IS CONTROLLED BY THE PELICAN SYSTEM Specifications Package 1st Surface1 Painted Polished Sand-blasted Brushed Plated Wire Whip5 Qty8 Mounting Back Top Bo om Side etc4 Location Interior Exterior from the Ground Level < 5’ ’8 - ‘5 ’41 - ‘8 14‘ < 7 LEDs3 Drain Hole n/a Yes - Refer to C16 Standard( ) Expedite( )Shipping Mode Dimensions Box Crate - Size - Weight - # of Boxes Included Moun ng Pa ern Moun ng Accessories Dimmer ETL Label Power Supply Enclosure(Paige Box) RGB Package Return GlacierWhite™ Colored2 C1 Drain hole Location - Bottom View BackerDrainHole 0.25”(6mm) * Drain hole may be visible from the bottom B1.1 Typical Section Elevation B2 Isometric Elevation AA 6 5 1 2 3 4 Fastening Screws located on the backs of letters for serviceability B1 Section Elevation ZZ ZZ AA A1 Sign Elevation SCALE - NTS < RS-AC-S1 Style > - Reference - 1 set Note Note Loca on : TBD18AWG - 10’ long Flush Wall Mount, M-6/3” Long moun ng pins Note 1.25” Deep White, 6500k, Exterior Note 1T Stainless Steel (Black/Sa n finish) Op ons (Horizontal / Ver cal) Notes: Mounting pattern and accessories supplied with letters To be fastened to building facade. Building construction type: wood frame with plywood sheathing and stucco nish. (As per City Code: Wall signs attached to exterior walls of solid masonry, concrete or stone shall be safely and securely attached by means of metal anchors, bolts or expansion screws of not less than 3/8 inch (9.5 mm) diameter and shall be embedded not less than 5 inches (127 mm). Wood blocks shall not be used for anchorage, except in the case of wall signs attached to buildings with walls of wood. Signs shall not be supported by anchorages secured to an unbraced parapet wall.) Class II 5A ASU-60-12U variable primary with 12VDC secondary power supplies Electrical connections by customer Permitting if applicable by customer Installation by customer Full Face & Side Lit letters 25.92” [658.39 mm] 39.84” [1011.94 mm]72” [1828.8 mm] Segmentations Full Side Lit Letters Black / Satin Finish 227.54” [5779.516 mm] 6.6” [167.64 mm] 72” [1828.8 mm] 48.5” [1231.9 mm] 141.01” [3581.65mm] 209.72” [5326.89 mm] Black / Satin Finish Black / Satin Finish Full Side Lit Letters Full Side Lit Letters Shane Co 19900 Stevens Creek Blvd, Cupertino, CA 95014 307 CC 03-05-2024 307 of 386 03 procto r productions Shane Co. Custom Building Signage Design | 2023 (CUPERTINO, CA - EXISTING & PROPOSED EXTERIOR EAST ELEVATION 1) (conceptual visual only) SCALE - NTS 280” [7112 mm] 8.40” [213.36 mm] 84.08” [2135.63 mm] 56.34” [1431.04 mm] 163.83” [4161.28 mm] Full Face & Side Lit letters 14.46” [367.28 mm] 22.22” [564.39 mm] 40.17” [1020.32 mm] Segmentations Full Side Lit Letters Black / Satin Finish 117” [2971.8 mm] Black / Satin Finish Black / Satin Finish Full Side Lit Letters Full Side Lit Letters 32.64 SQFT - TOTAL SIGN AREA NOTE: Wall signs attached to exterior walls of solid masonry, concrete or stone shall be safely and securely attached by means of metal anchors, bolts or expansion screws of not less than 3/8 inch (9.5 mm) diameter and shall be embedded not less than 5 inches (127 mm). Wood blocks shall not be used for anchorage, except in the case of wall signs attached to buildings with walls of wood. A wall sign shall not be supported by anchorages secured to an unbraced parapet wall. SIGN ILLUMINATION IS CONTROLLED BY THE PELICAN SYSTEM Specifications Package 1st Surface1 Painted Polished Sand-blasted Brushed Plated Wire Whip5 Qty8 Mounting Back Top Bo om Side etc4 Location Interior Exterior from the Ground Level < 5’ ’8 - ‘5 ’41 - ‘8 14‘ < 7 LEDs3 Drain Hole n/a Yes - Refer to C16 Standard( ) Expedite( )Shipping Mode Dimensions Box Crate - Size - Weight - # of Boxes Included Moun ng Pa ern Moun ng Accessories Dimmer ETL Label Power Supply Enclosure(Paige Box) RGB Package Return GlacierWhite™ Colored2 C1 Drain hole Location - Bottom View BackerDrainHole 0.25”(6mm) * Drain hole may be visible from the bottom B1.1 Typical Section Elevation B2 Isometric Elevation AA 6 5 1 2 3 4 Fastening Screws located on the backs of letters for serviceability B1 Section Elevation ZZ ZZ AA A1 Sign Elevation SCALE - NTS < RS-AC-S1 Style > - Reference - 1 set Note Note Loca on : TBD18AWG - 10’ long Flush Wall Mount, M-6/3” Long moun ng pins Note 1.25” Deep White, 6500k, Exterior Note 1T Stainless Steel (Black/Sa n finish) Op ons (Horizontal / Ver cal) Notes: Mounting pattern and accessories supplied with letters To be fastened to building facade. Building construction type: wood frame with plywood sheathing and stucco nish. (As per City Code: Wall signs attached to exterior walls of solid masonry, concrete or stone shall be safely and securely attached by means of metal anchors, bolts or expansion screws of not less than 3/8 inch (9.5 mm) diameter and shall be embedded not less than 5 inches (127 mm). Wood blocks shall not be used for anchorage, except in the case of wall signs attached to buildings with walls of wood. Signs shall not be supported by anchorages secured to an unbraced parapet wall.) Class II 5A ASU-60-12U variable primary with 12VDC secondary power supplies Electrical connections by customer Permitting if applicable by customer Installation by customer Full Face & Side Lit letters 25.92” [658.39 mm] 39.84” [1011.94 mm]72” [1828.8 mm] Segmentations Full Side Lit Letters Black / Satin Finish 227.54” [5779.516 mm] 6.6” [167.64 mm] 72” [1828.8 mm] 48.5” [1231.9 mm] 141.01” [3581.65mm] 209.72” [5326.89 mm] Black / Satin Finish Black / Satin Finish Full Side Lit Letters Full Side Lit Letters Shane Co 19900 Stevens Creek Blvd, Cupertino, CA 95014 308 CC 03-05-2024 308 of 386 04 procto r productions Shane Co. Custom Building Signage Design | 2023 (CUPERTINO, CA - EXISTING & PROPOSED EXTERIOR EAST ELEVATION 2) (conceptual visual only) SCALE - NTS 280” [7112 mm] 8.40” [213.36 mm] 84.08” [2135.63 mm] 56.34” [1431.04 mm] 163.83” [4161.28 mm] Full Face & Side Lit letters 14.46” [367.28 mm] 22.22” [564.39 mm] 40.17” [1020.32 mm] Segmentations Full Side Lit Letters Black / Satin Finish 117” [2971.8 mm] Black / Satin Finish Black / Satin Finish Full Side Lit Letters Full Side Lit Letters 32.64 SQFT - TOTAL SIGN AREA NOTE: Wall signs attached to exterior walls of solid masonry, concrete or stone shall be safely and securely attached by means of metal anchors, bolts or expansion screws of not less than 3/8 inch (9.5 mm) diameter and shall be embedded not less than 5 inches (127 mm). Wood blocks shall not be used for anchorage, except in the case of wall signs attached to buildings with walls of wood. A wall sign shall not be supported by anchorages secured to an unbraced parapet wall. SIGN ILLUMINATION IS CONTROLLED BY THE PELICAN SYSTEM Specifications Package 1st Surface1 Painted Polished Sand-blasted Brushed Plated Wire Whip5 Qty8 Mounting Back Top Bo om Side etc4 Location Interior Exterior from the Ground Level < 5’ ’8 - ‘5 ’41 - ‘8 14‘ < 7 LEDs3 Drain Hole n/a Yes - Refer to C16 Standard( ) Expedite( )Shipping Mode Dimensions Box Crate - Size - Weight - # of Boxes Included Moun ng Pa ern Moun ng Accessories Dimmer ETL Label Power Supply Enclosure(Paige Box) RGB Package Return GlacierWhite™ Colored2 C1 Drain hole Location - Bottom View BackerDrainHole 0.25”(6mm) * Drain hole may be visible from the bottom B1.1 Typical Section Elevation B2 Isometric Elevation AA 6 5 1 2 3 4 Fastening Screws located on the backs of letters for serviceability B1 Section Elevation ZZ ZZ AA A1 Sign Elevation SCALE - NTS < RS-AC-S1 Style > - Reference - 1 set Note Note Loca on : TBD18AWG - 10’ long Flush Wall Mount, M-6/3” Long moun ng pins Note 1.25” Deep White, 6500k, Exterior Note 1T Stainless Steel (Black/Sa n finish) Op ons (Horizontal / Ver cal) Notes: Mounting pattern and accessories supplied with letters To be fastened to building facade. Building construction type: wood frame with plywood sheathing and stucco nish. (As per City Code: Wall signs attached to exterior walls of solid masonry, concrete or stone shall be safely and securely attached by means of metal anchors, bolts or expansion screws of not less than 3/8 inch (9.5 mm) diameter and shall be embedded not less than 5 inches (127 mm). Wood blocks shall not be used for anchorage, except in the case of wall signs attached to buildings with walls of wood. Signs shall not be supported by anchorages secured to an unbraced parapet wall.) Class II 5A ASU-60-12U variable primary with 12VDC secondary power supplies Electrical connections by customer Permitting if applicable by customer Installation by customer Full Face & Side Lit letters 25.92” [658.39 mm] 39.84” [1011.94 mm]72” [1828.8 mm] Segmentations Full Side Lit Letters Black / Satin Finish 227.54” [5779.516 mm] 6.6” [167.64 mm] 72” [1828.8 mm] 48.5” [1231.9 mm] 141.01” [3581.65mm] 209.72” [5326.89 mm] Black / Satin Finish Black / Satin Finish Full Side Lit Letters Full Side Lit Letters Shane Co 19900 Stevens Creek Blvd, Cupertino, CA 95014 309 CC 03-05-2024 309 of 386 310 CC 03-05-2024 310 of 386 CITY OF CUPERTINO Agenda Item 23-12435 Agenda Date: 3/5/2024 Agenda #: 7. Subject: Revisions to City commission and committee administration, procedure, and governance, including an ordinance to regularize commissioner appointments and revise commissioner qualifications; and resolutions adopting revisions to advisory bodies appointment process and Commissioners’ Handbook. 1. Conduct the first reading of Ordinance No. 24-2256 “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO TO REGULARIZE CITY COMMISSION AND COMMITTEE TERMS AND REVISE COMMISSIONER QUALIFICATIONS.” 2. Adopt Resolution No. 24-022 to repeal and replace Resolution No. 16-137, regarding City advisory bodies. 3. Adopt Resolution No. 24-023 revising the Commissioners’ Handbook. Presenter: Christopher Jensen, City Attorney CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™311 CC 03-05-2024 311 of 386 CITY COUNCIL STAFF REPORT Meeting: March 5, 2024 Subject Revisions to City commission and committee administration, procedure, and governance, including an ordinance to regularize commissioner appointments and revise commissioner qualifications; and resolutions adopting revisions to advisory bodies appointment process and Commissioners’ Handbook. Recommended Action 1. Conduct the first reading of Ordinance No. 24-2256 “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO TO REGULARIZE CITY COMMISSION AND COMMITTEE TERMS AND REVISE COMMISSIONER QUALIFICATIONS.” 2. Adopt Resolution No. 24-022 to repeal and replace Resolution No. 16-137, regarding City advisory bodies. 3. Adopt Resolution No. 24-023 revising the Commissioners’ Handbook. Reasons for Recommendation The City Council identified the Commission Governance Reform Package as a priority item and added it to the FY 2023-2024 City Work Program. This item’s objective is to 1) revise the Commissioners Handbook, 2) review potential Municipal Code violations by City commissioners, 3) realign and regularize commissioner terms of office, and 4) establish or revise commissioner qualifications. An investigation of potential commissioner violations of the Municipal Code was completed by Linda Daube, esq. in May 2023. This item addresses the remaining components of the Work Program item, directed at updating commission and committee administration, procedure, and governance. Council is asked to consider adopting an ordinance to regularize the time of appointment of City Commissions, a resolution revising updating the governing 312 CC 03-05-2024 312 of 386 rules for appointments to City advisory bodies, and a second resolution adopting a revised Commissioners’ Handbook. In developing the proposed ordinance and policy updates, staff considered both prior Council direction, via the City Work Program, and other considerations such as recommendations from the City’s internal auditor. Specifically, the internal auditor recommended integrating commission- and committee-related policies with citywide policies (e.g., the 2023 Ethics Code). Policy revisions are also intended to ensure consistency with administrative practices. The proposed ordinance and policy revisions are summarized below. Ordinance No. 24-2256 (Commissioner Terms) Currently, vacancies at many commissions/committees occur at irregular times. Staff recommends that Council adopt an uncodified ordinance to ensure that vacancies occur at regular intervals (2-3 vacancies per commission biannually, beginning in 2025). The proposed ordinance would shorten or extend the terms of a limited number of commissioners/committee members to regularize the appointment process. The proposed ordinance would also remove business representative requirements from the Housing and Sustainability Commission in order to improve the recruitment process and increase accessibility for interested, eligible community members. Proposed revisions to the Ordinance are included in Attachment A and can be viewed in redline in Attachment B. Advisory Bodies Appointments Resolution Staff proposes amending the City’s Advisory Bodies Appointment Resolution (Resolution No. 16-137) to revise the policy that reflects the use of technology in the application process for advisory bodies. These revisions are also meant to reflect legal, staff, and community input on noticing procedures for vacancies. Staff recommendations include: 1. Extending current removal procedures to address poor attendance and allow for the automatic removal of commissioners or committee members who fail to complete legally required training or conflict of interest reporting. This recommendation is based in part on the findings of July 2023 Enterprise Leadership Assessment prepared by the City’s internal auditor, Moss Adams LLP. 2. Establishing criteria for service on each commission or committee. Under the proposed policy, the City Manager or their designee would establish criteria for service based on familiarity with the subject matter of the 313 CC 03-05-2024 313 of 386 respective commission or committee and/or demonstrated ability to conduct the work of the advisory body as well as existing criteria in the Municipal Code. The City Manager or their designee would then present all applicants meeting established criteria to Council for an interview. However, all Councilmembers would retain the ability to review all applications to invite candidates who submitted responsive applications and were not selected for an interview, and Council would retain full discretion to appoint the candidate of its choosing. 3. The City Attorney’s Office recommends ending the appointment of alternate commissioners to ensure transparency in noticing requirements. The proposed Advisory Bodies Appointments Resolution is revised accordingly. Proposed revisions to the Advisory Bodies Appointments Resolution are included in Attachment C and can be viewed in redline in Attachment D. Commissioners’ Handbook Update Proposed revisions to the Commissioners’ Handbook include:  Clarification of the role of the City Clerk’s Office and City Attorney’s Office in the administration of commissions and committees  Updates to the City Work Program process  Clarification of the applicability of the Commissioners’ Handbook to appointed members of City committees (e.g., the Audit Committee), consistent with the recommendations of the July 2023 Enterprise Leadership Assessment.  Provisions for the dismissal of commissioners who fail to meet legally required training and conflict of interest reporting requirements. These updates are consistent with the City Council Procedures Manual adopted in February 2023 and the revised Ethics Code adopted by the City Council in November 2023. All changes to the Commissioners’ Handbook are included in Attachment D and can be viewed in redline in Attachment E. Next Steps If approved by the City Council, Resolution Nos. 24-022 and 24-023 will be effective upon adoption. If Council conducts the first reading of and introduces Ordinance No. 24-2256, the Ordinance will return to Council for a second reading and adoption on March 19. Sustainability Impact 314 CC 03-05-2024 314 of 386 No sustainability impact. Fiscal Impact No fiscal impact. California Environmental Quality Act Not applicable. _____________________________________ Prepared by: Astrid Robles, Senior Management Analyst Reviewed by: Tina Kapoor, Deputy City Manager Matt Morley, Assistant City Manager Christopher D. Jensen, City Attorney Approved for Submission by: Pamela Wu, City Manager Attachments: A – Draft Ordinance No. 24-2256 (Clean) B – Draft Ordinance No. 24-2256 (Redline) C – Draft Resolution No. 24-022 (Clean) D – Draft Resolution No. 24-022 (Redline) E – Draft Resolution No. 24-023 F – Draft Commissioners’ Handbook (Redline) 315 CC 03-05-2024 315 of 386 ATTACHMENT A Attachment A- Page 1 ORDINANCE NO. __________________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO TO REGULARIZE CITY COMMISSION AND COMMITTEE TERMS AND REVISE COMMISSIONER QUALIFICATIONS The City Council of the City of Cupertino finds that: WHEREAS, the Cupertino City Council recognizes the importance of City Commissions and Committees in ensuring that the Council receives community input into Council decision making; and WHEREAS, the City Council has identified a need to regularize the appointment process of Commission and Committee members as part of the 2023-2025 City Work Program and to align with the intent of the Municipal Code; and WHEREAS, the City Council finds that qualifications for certain Commissioner appointments should be revised to improve the recruitment process and increase accessibility for interested, eligible community members. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CUPERTINO DOES ORDAIN AS FOLLOWS: SECTION 1.: Adoption of Uncodified Ordinance. A. Notwithstanding Municipal Code Chapter 2.36, the terms of the three longest- serving Parks and Recreation Commissioners shall expire on January 30, 2025, and the terms of the remaining two Commissioners shall expire on January 30, 2027. B. Notwithstanding Municipal Code Chapter 2.60, the terms of the two longest- serving Public Safety Commissioners shall expire on January 30, 2025, and the terms of the remaining three Commissioners shall expire on January 30, 2027. C. Notwithstanding Municipal Code Chapter 2.74, the terms of the three longest- serving Technology, Information, and Communications Commissions shall expire on January 30, 2027, and the terms of the remaining two Commissioners shall expire on January 30, 2029. 316 CC 03-05-2024 316 of 386 ATTACHMENT A Attachment A- Page 2 D. Notwithstanding Municipal Code Chapter 2.80, the terms of the two longest- serving Arts and Culture Commissioners shall expire on January 30, 2025, and the terms of the remaining three Commissioners shall expire on January 30, 2027. E. Notwithstanding Municipal Code Chapter 2.86, the terms of the two longest- serving Housing Commissioners shall expire on January 30, 2025, and the terms of the remaining three Commissioners shall expire on January 30, 2027. F. Notwithstanding Municipal Code Chapter 2.88, the term of the longest-serving Council-appointed Audit Committee member shall expire on January 30, 2025, and the terms of the remaining two Council-appointed Audit Committee members shall expire on January 30, 2027. G. Notwithstanding Municipal Code Chapter 2.94, the terms of the two longest- serving Sustainability Commissioners shall expire on January 30, 2025, and the terms of the remaining three Commissioners shall expire on January 30, 2027. H. For purposes of this Ordinance, “longest-serving” shall be determined by the length of service during the Commissioner’s current term, and shall not include the length of service during any preceding term on any Commission, but shall include the length of service of the successor to any Commissioner serving a partial term. I. In the event that two or more Commissioners or appointed committee members have served terms of equal length that would otherwise each qualify to be lengthened or shortened by Paragraphs A through G of this Section 1, the City Clerk shall draw lots to determine the resulting term of each such Commissioner or committee member such that the members’ terms expire on the dates set forth in Sections A through H. SECTION 2: Adoption of Municipal Code Amendments. A. Section 2.86.020 of the Municipal Code is revised as follows: A. The Housing Commission members must be residents of Cupertino. B. In selection of commissioners, the City Council may give priority to: 1. Applicants who represent the Community Development Block Grant (CDBG) target areas as described in the city's Consolidated Plan. 2. Applicants who are familiar with the operation of affordable housing; 317 CC 03-05-2024 317 of 386 ATTACHMENT A Attachment A- Page 3 3. Applicants who represent non-profit community organizations; and 4. Applicants who are knowledgeable about the housing needs of groups targeted for affordable housing development which include, but are not limited to, the following: 1. Seniors, 2. Single parent families, 3. Homeless persons, 4. Families of low income, 5. Disabled persons, 6. Renters, 7. First time homebuyers. B. Section 2.94.010 of the Municipal Code is revised as follows: A. The Sustainability Commission of the City of Cupertino is established. The Sustainability Commission (hereinafter referred to in this Chapter as "Commission") shall consist of five members as follows: 1. One representative from a Cupertino-based primary, secondary, or higher educational institution; 2. Four community members. B. Commission members who are representatives of a business or educational institution are not required to be Cupertino residents, but the educational institution must be located in Cupertino. The four community members must be residents of Cupertino. C. In selection of community members, the City Council may give priority to: 1. Applicants who represent the target sectors and partners as described in the Cupertino Climate Action Plan (hereinafter referred to in this Chapter as "CAP"). 318 CC 03-05-2024 318 of 386 ATTACHMENT A Attachment A- Page 4 2. Applicants who are familiar with climate change mitigation and adaptation strategies, greenhouse gas emissions inventories, resource and utility conservation, sustainability and behavior change. 3. Applicants who represent non-profit community organizations and environmental interest groups. D. None of these representatives shall be officials or employees of the City, nor cohabit with, as defined by law, nor be related by blood or marriage to any other member of the Commission, to the City Manager or to any staff person(s) who may be assigned to assist this Commission. E. Members of the Commission shall be appointed by the City Council. F. The Sustainability Manager, or his or her designee, shall provide technical assistance to the Commission. SECTION 3: Severability and Continuity. The City Council declares that each section, sub-section, paragraph, sub-paragraph, sentence, clause and phrase of this ordinance is severable and independent of every other section, sub-section, paragraph, sub-paragraph, sentence, clause and phrase of this ordinance. If any section, sub-section, paragraph, sub-paragraph, sentence, clause or phrase of this ordinance is held invalid, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, the City Council declares that it would have adopted the remaining provisions of this ordinance irrespective of such portion, and further declares its express intent that the remaining portions of this ordinance should remain in effect after the invalid portion has been eliminated. To the extent the provisions of this Ordinance are substantially the same as previous provisions of the Cupertino Municipal Code, these provisions shall be construed as continuations of those provisions and not as an amendment to or readoption of the earlier provisions. SECTION 4: Effective Date. This Ordinance shall take effect thirty days after adoption as provided by Government Code Section 36937. SECTION 5: Publication. The City Clerk shall give notice of adoption of this Ordinance as required by law. Pursuant to Government Code Section 36933, a summary of this Ordinance may be 319 CC 03-05-2024 319 of 386 ATTACHMENT A Attachment A- Page 5 prepared by the City Clerk and published in lieu of publication of the entire text. The City Clerk shall post in the office of the City Clerk a certified copy of the full text of the Ordinance listing the names of the City Council members voting for and against the ordinance. INTRODUCED at a regular meeting of the Cupertino City Council on March 5, 2024 and ENACTED at a regular meeting of the Cupertino City Council on March 19, 2024 by the following vote: Members of the City Council AYES: NOES: ABSENT: ABSTAIN: SIGNED: ________________________________ Shelia Mohan, Mayor City of Cupertino ________________________ Date ATTEST: ________________________________ Kirsten Squarcia, City Clerk ________________________ Date APPROVED AS TO FORM: _________________________________ Christopher D. Jensen, City Attorney ________________________ Date 320 CC 03-05-2024 320 of 386 ATTACHMENT B Attachment B- Page 1 ORDINANCE NO. __________________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO TO REGULARIZE CITY COMMISSION AND COMMITTEE TERMS AND REVISE COMMISSIONER QUALIFICATIONS The City Council of the City of Cupertino finds that: WHEREAS, the Cupertino City Council recognizes the importance of City Commissions and Committees in ensuring that the Council receives community input into Council decision making; and WHEREAS, the City Council has identified a need to regularize the appointment process of Commission and Committee members as part of the 2023-2025 City Work Program and to align with the intent of the Municipal Code; and WHEREAS, the City Council finds that qualifications for certain Commissioner appointments should be revised to improve the recruitment process and increase accessibility for interested, eligible community members. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CUPERTINO DOES ORDAIN AS FOLLOWS: SECTION 1.: Adoption of Uncodified Ordinance. A. Notwithstanding Municipal Code Chapter 2.36, the terms of the three longest- serving Parks and Recreation Commissioners shall expire on January 30, 2025, and the terms of the remaining two Commissioners shall expire on January 30, 2027. B. Notwithstanding Municipal Code Chapter 2.60, the terms of the two longest- serving Public Safety Commissioners shall expire on January 30, 2025, and the terms of the remaining three Commissioners shall expire on January 30, 2027. C. Notwithstanding Municipal Code Chapter 2.74, the terms of the three longest- serving Technology, Information, and Communications Commissions shall expire on January 30, 2027, and the terms of the remaining two Commissioners shall expire on January 30, 2029. 321 CC 03-05-2024 321 of 386 ATTACHMENT B Attachment B- Page 2 D. Notwithstanding Municipal Code Chapter 2.80, the terms of the two longest- serving Arts and Culture Commissioners shall expire on January 30, 2025, and the terms of the remaining three Commissioners shall expire on January 30, 2027. E. Notwithstanding Municipal Code Chapter 2.86, the terms of the two longest- serving Housing Commissioners shall expire on January 30, 2025, and the terms of the remaining three Commissioners shall expire on January 30, 2027. F. Notwithstanding Municipal Code Chapter 2.88, the term of the longest-serving Council-appointed Audit Committee member shall expire on January 30, 2025, and the terms of the remaining two Council-appointed Audit Committee members shall expire on January 30, 2027. G. Notwithstanding Municipal Code Chapter 2.94, the terms of the two longest- serving Sustainability Commissioners shall expire on January 30, 2025, and the terms of the remaining three Commissioners shall expire on January 30, 2027. H. For purposes of this Ordinance, “longest-serving” shall be determined by the length of service during the Commissioner’s current term, and shall not include the length of service during any preceding term on any Commission, but shall include the length of service of the successor to any Commissioner serving a partial term. I. In the event that two or more Commissioners or appointed committee members have served terms of equal length that would otherwise each qualify to be lengthened or shortened by Paragraphs A through G of this Section 1, the City Clerk shall draw lots to determine the resulting term of each such Commissioner or committee member such that the members’ terms expire on the dates set forth in Sections A through H. SECTION 2: Adoption of Municipal Code Amendments. A. Section 2.86.020 of the Municipal Code is revised as follows: A. The Housing Commission members that is the representative of a business is not required to be a Cupertino resident, but the business represented must be located in Cupertino. The four community members must be residents of Cupertino. B. In selection of community members commissioners, the City Council may give priority to: 322 CC 03-05-2024 322 of 386 ATTACHMENT B Attachment B- Page 3 1. Applicants who represent the Community Development Block Grant (CDBG) target areas as described in the city's Consolidated Plan. 2. Applicants who are familiar with the operation of affordable housing; 3. Applicants who represent non-profit community organizations; and 4. Applicants who are knowledgeable about the housing needs of groups targeted for affordable housing development which include, but are not limited to, the following: 1. Seniors, 2. Single parent families, 3. Homeless persons, 4. Families of low income, 5. Disabled persons, 6. Renters, 7. First time homebuyers. B. Section 2.94.010 of the Municipal Code is revised as follows: A. The Sustainability Commission of the City of Cupertino is established. The Sustainability Commission (hereinafter referred to in this Chapter as "Commission") shall consist of five members as follows: 1. One representative from a Cupertino-based business; 21. One representative from a Cupertino-based primary, secondary, or higher educational institution; 32. Three Four community members. B. Commission members who are representatives of a business or educational institution are not required to be Cupertino residents, but the business and educational institution must be located in Cupertino. The three four community members must be residents of Cupertino. 323 CC 03-05-2024 323 of 386 ATTACHMENT B Attachment B- Page 4 C. In selection of community members, the City Council may give priority to: 1. Applicants who represent the target sectors and partners as described in the Cupertino Climate Action Plan (hereinafter referred to in this Chapter as "CAP"). 2. Applicants who are familiar with climate change mitigation and adaptation strategies, greenhouse gas emissions inventories, resource and utility conservation, sustainability and behavior change. 3. Applicants who represent non-profit community organizations and environmental interest groups. D. None of these representatives shall be officials or employees of the City, nor cohabit with, as defined by law, nor be related by blood or marriage to any other member of the Commission, to the City Manager or to any staff person(s) who may be assigned to assist this Commission. E. Members of the Commission shall be appointed by the City Council. F. The Sustainability Manager, or his or her designee, shall provide technical assistance to the Commission. SECTION 3: Severability and Continuity. The City Council declares that each section, sub-section, paragraph, sub-paragraph, sentence, clause and phrase of this ordinance is severable and independent of every other section, sub-section, paragraph, sub-paragraph, sentence, clause and phrase of this ordinance. If any section, sub-section, paragraph, sub-paragraph, sentence, clause or phrase of this ordinance is held invalid, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, the City Council declares that it would have adopted the remaining provisions of this ordinance irrespective of such portion, and further declares its express intent that the remaining portions of this ordinance should remain in effect after the invalid portion has been eliminated. To the extent the provisions of this Ordinance are substantially the same as previous provisions of the Cupertino Municipal Code, these provisions shall be construed as continuations of those provisions and not as an amendment to or readoption of the earlier provisions. SECTION 4: Effective Date. This Ordinance shall take effect thirty days after adoption as provided by Government Code Section 36937. 324 CC 03-05-2024 324 of 386 ATTACHMENT B Attachment B- Page 5 SECTION 5: Publication. The City Clerk shall give notice of adoption of this Ordinance as required by law. Pursuant to Government Code Section 36933, a summary of this Ordinance may be prepared by the City Clerk and published in lieu of publication of the entire text. The City Clerk shall post in the office of the City Clerk a certified copy of the full text of the Ordinance listing the names of the City Council members voting for and against the ordinance. INTRODUCED at a regular meeting of the Cupertino City Council on March 5, 2024 and ENACTED at a regular meeting of the Cupertino City Council on March 19, 2024 by the following vote: Members of the City Council AYES: NOES: ABSENT: ABSTAIN: SIGNED: ________________________________ Shelia Mohan, Mayor City of Cupertino ________________________ Date ATTEST: ________________________________ Kirsten Squarcia, City Clerk ________________________ Date APPROVED AS TO FORM: _________________________________ Christopher D. Jensen, City Attorney ________________________ Date 325 CC 03-05-2024 325 of 386 ATTACHMENT C RESOLUTION NO. 24-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO RESCINDING RESOLUTION NO. 16-137 AND AMENDING THE RESOLUTION ESTABLISHING RULES GOVERNING RECRUITMENT, ATTENDANCE, APPOINTMENTS, AND VACANCIES ON CITY ADVISORY BODIES WHEREAS, the City of Cupertino wishes to establish uniform terms and conditions of office for advisory commissions; and WHEREAS, there are within the City of Cupertino many citizens with talent, expertise, and experience who wish to serve the community; and WHEREAS, the City Council believes it is important to provide these citizens the opportunity to contribute to their community; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino rescinds Resolution No. 16-137 and establishes the following rules governing recruitment, appointment, and reappointment to City of Cupertino Advisory bodies. A. RECRUITMENT 1. Two months before regular terms expire, or immediately following receipt of a resignation, the City Clerk distributes the vacancy notice through a broad variety of resources when available, such as:  The Cupertino Scene  The Cupertino Courier  The World Journal  The Cupertino City Channel  City Hall bulletin board  The City Clerk’s Office  The Cupertino Library  The Cupertino Chamber of Commerce  Cupertino City Web site  Other organizations that the City Clerk determine to be appropriate to solicit applications for the vacant positions  All persons with applications on file for that particular commission 326 CC 03-05-2024 326 of 386 Resolution No. 24 - ______ ATTACHMENT C Page 2 2. Two months before regular terms expire, the City Clerk’s Office also distributes the vacancy notice to the following individuals:  Members and interested residents registered with the Cupertino Citizen Corps, including Community Emergency Response Team (CERT), Medical Reserve Corps, and Cupertino Amateur Radio in Emergency Services (CARES)  Neighborhood Block Leaders and Neighborhood Watch volunteers  Individuals who have signed up for notification for City Council meetings or commission meetings 3. All vacancy notices and posting shall be done in accordance with the provisions of the Maddy Act, California Government Code 54970 et seq. Specifically, vacancy notices shall be posted for a minimum of 10 days. 4. Applications will remain active for one year after Council review. After that time, applicants shall submit a new application if they wish to remain on the list for consideration. 5. Those persons with applications on file within one year of Council review are advised of the vacancy by the City Clerk and may activate that application. Upon receipt of the vacancy notice, the applicant must contact the City Clerk’s Office and ask that the application be reactivated. 6. An applicant may file for a maximum of two commissions at any one application period. 7. A member of an advisory body, having completed two consecutive terms, must wait two years after the term would have normally ended before being eligible to apply for the same commission or committee. 8. Application forms will be available on the City’s website. 9. No application shall be accepted after the deadline. 10. When the final deadline has passed, the City Clerk’s Office will email applicants the date, time and location of the interviews along with sample questions to consider. 327 CC 03-05-2024 327 of 386 Resolution No. 24 - ______ ATTACHMENT C Page 3 11. The City Clerk’s Office will copy the applicants’ written material for Council members. The written material will also be available for public review in the City Clerk’s Office. B. INTERVIEWS AND APPOINTMENTS 1. When Council meets to conduct interviews, it is a public meeting subject to the Brown Act and therefore open to the public. The candidates will be asked by the City Clerk (either in person or by written instructions left in the waiting area) to remain seated in the waiting area until they are called in for the interview. Candidates will also be asked to return to the waiting area until the announcement of the vote, or to go home and contact the City Clerk’s Office the next day regarding the results. However, all applicants and members of the public have the option of remaining in the room for any or all of the meeting. 2. The City Manager or their designee shall establish criteria for service on each commission or committee based on familiarity with the subject matter of the commission or committee and/or demonstrated ability to conduct the work of the advisory body. The City Manager or their designee shall present all applicants meeting established criteria to Council for an interview. However, all Councilmembers would retain the ability to review all applications to invite candidates who submitted responsive applications and were not selected for an interview. Council would retain full discretion to appoint the candidate of its choosing. 3. The order in which interviews are scheduled to take place will be determined by a drawing of names. The City Clerk will do this in advance. 4. Interviews are informal and usually last 5-8 minutes. Council members are looking for:  Familiarity with the subject and/or demonstrated ability to conduct the work of the advisory body  Decision-making ability  Commitment to the position for which they have applied 5. Appointments will be made following a vote in public. The City Clerk will announce the votes. 328 CC 03-05-2024 328 of 386 Resolution No. 24 - ______ ATTACHMENT C Page 4 C. UNSCHEDULED VACANCIES, ATTENDANCE, AND TRAINING 1. If a vacancy occurs for an unexpired term and interviews for appointment to that advisory body have been conducted within the previous ninety days, the unexpired term may be filled from those applications following the required posting of the vacancy. 2. The notice of unscheduled vacancy shall be posted no earlier than 20 days before nor later than 20 days after the vacancy occurs, and at least 10 working days before appointment. The notice of unscheduled vacancy must be posted in the Office of the City Clerk, at the City Hall bulletin board, at the Cupertino Library, and in other places designated by the City Clerk. 3. A member shall be considered removed from an advisory body under the following conditions:  A member misses more than three consecutive meetings  A member misses more than 25% of the advisory body’s regular meetings in a calendar year  A member fails to comply with legally required training or conflict of interest reporting requirements after receiving notice and a reasonable opportunity to correct the noncompliance 4. It is the responsibility of the advisory body’s staff liaison to notify the City Clerk of a member’s attendance record to allow sufficient time to send a warning notice if the member has missed three consecutive meetings or 25% of the regular meetings, and to send a termination notice if the member has missed more three consecutive meetings or more than 25% of the regular meetings in a calendar year. 5. A member who has been removed from an advisory body for inadequate attendance, failure to complete a legally required training, or noncompliance with conflict of interest reporting requirements may request a waiver of this provision by submitting a letter to the City Council setting forth the reason for the absences and confirming future availability. 329 CC 03-05-2024 329 of 386 Resolution No. 24 - ______ ATTACHMENT C Page 5 D. GENERAL PROVISIONS 1. Term limit restrictions listed in this resolution do not apply to temporary appointments for unexpired terms. 2. All provisions of this resolution shall apply unless otherwise decided by the City Council on a case-by-case basis. 3. In the event that any provision of this resolution conflicts with the provisions of any other ordinance or City Council resolution governing a particular advisory body, the provisions of the ordinance or the resolution governing the particular advisory body shall prevail. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 5th day of March, 2024, by the following vote: Members of the City Council AYES: NOES: ABSENT: ABSTAIN: SIGNED: ________ Sheila Mohan, Mayor City of Cupertino ________________________ Date ATTEST: ________ Kirsten Squarcia, City Clerk ________________________ Date 330 CC 03-05-2024 330 of 386 ATTACHMENT D  RESOLUTION NO. 24‐___    A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO  RESCINDING RESOLUTION NO.  10‐04816‐137 AND AMENDING THE  RESOLUTION ESTABLISHING RULES GOVERNING RECRUITMENT,  ATTENDANCE, APPOINTMENTS, AND VACANCIES ON CITY ADVISORY   BODIES TO ADD DESIGNATED ALTERNATES TO THE INTERVIEWS AND  APPOINTMENTS PROCESS    WHEREAS, the City of Cupertino wishes to establish uniform terms and  conditions of office for advisory commissions; and    WHEREAS, there are within the City of Cupertino many citizens with talent,  expertise, and experience who wish to serve the community; and    WHEREAS, the City Council believes it is important to provide these citizens  the opportunity to contribute to their community;    NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of  Cupertino rescinds Resolution No. 10‐04816‐137 and establishes the following rules  governing recruitment, appointment, and reappointment to City of Cupertino  Advisory bodies.    A. RECRUITMENT    1. Two months before regular terms expire, or immediately following  receipt of a resignation, the City Clerk distributes the vacancy notice  through a broad variety of resources when available, such as:as follows:   The Cupertino Scene   The Cupertino Courier   The World Journal   The Cupertino City Channel   City Hall bulletin board   The City Clerk’s Office   The Cupertino Library   The Cupertino Chamber of Commerce   Cupertino City Web site   Other organizations as that the City Clerk determine to be  appropriate with respect to the openings to solicit applications for the  vacant positions   All persons with applications on file for that particular commission  331 CC 03-05-2024 331 of 386 Resolution No. 24 ‐ ______  ATTACHMENT D  Page 2    2. Two months before regular terms expire, the City Clerk’s Office also  distributes mails the vacancy notice to the following individuals:     Students Members and graduates of  Cupertino  interested residents registered with the  Cupertino Citizen Corps, including Community Emergency  Response Training   Students or graduates of LeadershipTeam (CERT), Medical Reserve  Corps, and Cupertino Amateur Radio in Emergency Services  (CARES)   Neighborhood Block Leaders and Neighborhood Watch volunteers   Individuals who have signed up for notification at the Cupertino  Town Hallfor City Council meetings. or commission meetings    3. All vacancy notices and posting shall be done in accordance with the  provisions of the Maddy Act, California Government Code 54970 et  seq. Specifically, vacancy notices shall be posted for a minimum of 10  days.    4. Applications will be retainedremain active for a maximum of one year  after Council review. After that time, applicants shall submit a new  application if they wish to remain on the list for consideration.    5. Those persons with applications on file within one year of Council  review are advised of the vacancy by the City Clerk and may activate  that application. Upon receipt of the vacancy notice, the applicant  must contact the City Clerk’s Office and ask that the application be  reactivated.    6. An applicant may file for a maximum of two commissions at any one  application period.    7. A member of an advisory body, having completed two consecutive  terms, must wait two years after the term would have normally ended  before being eligible to apply for the same commission or committee.    8. Application forms will be available in the City Clerk’s Office and will  be mailed upon request with information about the opening(s).  Application forms) will also be available on the City’s Web  site.website.     9. No application shall be accepted after the deadline.   332 CC 03-05-2024 332 of 386 Resolution No. 24 ‐ ______  ATTACHMENT D  Page 3    10. When the final deadline has passed, the City Clerk’s Office will  mailemail applicants the date, time and location of the interviews  along with sample questions to consider.    11. The City Clerk’s Office will copy the applicants’ written material for  Council members. The written material will also be available for  public review in the City Clerk’s Office.    12. An applicant who is unable to attend the interview may submit a 5‐  minute video presentation in advance of the interview meeting. The  tape will be reviewed at the meeting. The video will be made by City  staff at the applicant’s request upon the approval of the City Clerk.  The City will fund these costs.    B. INTERVIEWS AND APPOINTMENTS    1. When Council meets to conduct interviews, it is a public meeting  subject to the Brown Act and therefore open to the public. The  candidates will be asked by the City Clerk (either in person or by  written instructions left in the waiting area) to remain seated in the  waiting area until they are called in for the interview. Candidates will  also be asked to return to the waiting area until the announcement of  the vote, or to go home and contact the City Clerk’s Office the next day  regarding the results. However, all applicants and members of the  public have the option of remaining in the room for any or all of the  meeting.    2. The City Manager or their designee shall establish criteria for service  on each commission or committee based on the requirements of the  Municipal Code, familiarity with the subject matter of the commission  or committee, and/or demonstrated ability to conduct the work of the  advisory body. The City Manager or their designee shall present all  applicants meeting established criteria to Council for an interview.  However, all Councilmembers would retain the ability to review all  applications to invite candidates who submitted responsive  applications and were not selected for an interview. Council would  retain full discretion to appoint the candidate of its choosing.    2.3. The order in which interviews are scheduled to take place will be  determined by a drawing of names. The City Clerk will do this in  advance.    333 CC 03-05-2024 333 of 386 Resolution No. 24 ‐ ______  ATTACHMENT D  Page 4    3.4. Interviews are informal and usually last 5‐8 minutes. Council  members are looking for:     Familiarity with the subject and/or demonstrated ability to conduct  the work of the advisory body   Decision‐making ability   Commitment to the position for which they have applied    4.5. Appointments will be made following a vote in public. Ballots will be  distributed, and Council members will vote and sign the ballots. The  City Clerk will announce the votes.  5.  The City Council may appoint alternates to serve on boards,  commissions and committees in the event of a vacancy. Such alternates  may attend and participate in meetings of the board, commission, or  committee but shall not vote in such meetings until such time as a  vacancy has occurred and the alternate has filled such vacancy. If the  City Council appoints more than one alternate for a particular board,  commission or committee, the City Council shall designate the  alternates as first alternate, second alternate and so on such that  immediately upon a vacancy occurring in a board, commission, or  committee, the first alternate shall fill such vacancy without the need  for further City Council action.    C. UNSCHEDULED VACANCIES AND, ATTENDANCE, AND TRAINING    1. If a vacancy occurs for an unexpired term and interviews for  appointment to that advisory body have been conducted within the  previous ninety days, the unexpired term may be filled from those  applications following the required posting of the vacancy.    2. The notice of unscheduled vacancy shall be posted no earlier than 20  days before nor later than 20 days after the vacancy occurs, and at least  10 working days before appointment. The notice of unscheduled  vacancy must be posted in the Office of the City Clerk, at the City Hall  bulletin board, at the Cupertino Library, and in other places  designated by the City Clerk.    3. A member shall be considered removed from an advisory body under  the following conditions.:     A member misses more than three consecutive meetings   A member misses more than 25% of the advisory body’s regular  meetings in a calendar year 334 CC 03-05-2024 334 of 386 Resolution No. 24 ‐ ______  ATTACHMENT D  Page 5     A member fails to comply with legally required training or conflict  of interest reporting requirements after receiving notice and a  reasonable opportunity to correct the noncompliance    4. It is the responsibility of the advisory body’s staff liaison to notify the  City Clerk of a member’s attendance record to allow sufficient time to  send a warning notice if the member has missed three consecutive  meetings or 25% of the regular meetings, and to send a termination  notice if the member has missed more three consecutive meetings or  more than 25% of the regular meetings in a calendar year.    5. A member who has been removed from an advisory body for  inadequate attendance, failure to complete a legally required training,  or noncompliance with conflict of interest reporting requirements may  request a waiver of this provision by submitting a letter to the City  Council setting forth the reason for the absences and confirming future  availability.    D. GENERAL PROVISIONS    1. Term limit restrictions listed in this resolution do not apply to  temporary appointments for unexpired terms.    2. All provisions of this resolution shall apply unless otherwise decided  by the City Council on a case‐by‐case basis.    3. In the event that any provision of this resolution conflicts with the  provisions of any other ordinance or City Council resolution  governing a particular advisory body, the provisions of the ordinance  or the resolution governing thatthe particular advisory body shall  prevail.    PASSED AND ADOPTED at a regular meeting of the City Council of the City of  Cupertino this 5th day of March, 2024, by the following vote:     Members of the City Council    AYES:      NOES:   ABSENT:   ABSTAIN:        335 CC 03-05-2024 335 of 386 Resolution No. 24 ‐ ______  ATTACHMENT D  Page 6    SIGNED:       ________  Sheila Mohan, Mayor  City of Cupertino         ________________________   Date  ATTEST:        ________  Kirsten Squarcia, City Clerk         ________________________   Date      336 CC 03-05-2024 336 of 386 Resolution No. 24-____ EXHIBIT A ATTACHMENT E Page 1 RESOLUTION NO. 24-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO ADOPTING THE 2024 COMMISSIONERS’ HANDBOOK WHEREAS, the Cupertino City Council has identified a need to update the 2021 Commissioner’s Handbook as part of the 2023-2025 City Work Program; and WHEREAS, on March 5, 2024, the City Council considered proposed policies and procedures at a duly noticed regular meeting of the City Council. NOW, THEREFORE, BE IT RESOLVED that: 1. The 2021 Commissioner's Handbook and the procedures, policies, and rules therein are hereby repealed and rescinded. 2. The City Council hereby adopts the 2024 Commissioners’ Handbook attached hereto as Exhibit A. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 5th day of March, 2024, by the following vote: Members of the City Council AYES: NOES: ABSENT: ABSTAIN: SIGNED: ________ Sheila Mohan, Mayor City of Cupertino ________________________ Date ATTEST: ________ Kirsten Squarcia, City Clerk ________________________ Date 337 CC 03-05-2024 337 of 386 Resolution No. 24-____ EXHIBIT A ATTACHMENT E Page 2 COMMISSIONERS’ HANDBOOK 2024 338 CC 03-05-2024 338 of 386 Resolution No. 24-____ ATTACHMENT E Page 2 Table of Contents STRUCTURE OF GOVERNMENT 3 Form of Government City Council City Manager and Staff Commissions Committees COMMISSION MEMBERSHIP 6 Quorum and Attendance Vacancies Resignations and Removals Ethics MEETINGS 7 Regular Meetings Adjourned Meetings Special Meetings Subcommittees Agendas Preparation for Meetings Minutes Procedure Decorum at Meetings Basis for your Decision Recommendations to City Council CITY WORK PROGRAM 10 COMMUNICATIONS 11 RESOURCES 11 339 CC 03-05-2024 339 of 386 Resolution No. 24-____ ATTACHMENT E Page 1 1 THE STRUCTURE OF GOVERNMENT FORM OF GOVERNMENT The City of Cupertino operates as a general law city with a City Council-City Manager form of government where the City Council sets policy. The City Manager manages the implementation and administration of those policies. CITY COUNCIL The City Council is the governing legislative body of the City, consisting of five members elected in odd numbered years to staggered four-year terms. These councilmembers then elect the mayor and vice mayor to one-year terms. The City Council sets goals and priorities and establishes policies. The Mayor is the presiding officer of the Council and the official spokesperson and representative of the City. CITY MANAGER AND STAFF City Manager The City Manager has complete responsibility and authority for the administration of the City’s government. The City Manager is appointed by and serves at the pleasure of the Council and is the appointing authority for the City, selecting the department heads and other employees. The City Manager coordinates and directs the services of the City staff. Commissioners should not attempt to direct or prioritize work for departments or individual staff. City Clerk The City Clerk administers the recruitment, appointment, and onboarding of the appointed commissioners. The City Clerk administers the necessary steps for commissioners to begin their service, including administering the Oath of Office to commissioners and providing an orientation to the commissioners regarding the role of the commission to which they have been appointed. The City Clerk oversees commission membership, including annual attendance, ensuring commissioners submit a signed Code of Ethics and complete the AB 1234 Local Ethics and Harassment Prevention trainings, as required by State law. The City Clerk is the filing officer for Statements of Economic Interests (Form 700s), and any other required filing as identified by the City Council and the State. 340 CC 03-05-2024 340 of 386 Resolution No. 24-____ ATTACHMENT E Page 2 2 City Attorney The City Attorney’s Office provides legal advice to City commissions and staff supporting the commissions. The City Attorney may provide advice regarding matters pending before a commission, compliance with the Brown Act, and other legal issues. In addition, commissioners may seek informal advice from the City Attorney’s Office regarding conflicts of interest; provided, however, that it is understood that a commissioner is automatically protected from potential liability for conflict of interest only upon taking action that conforms to a written opinion issued by the California Fair Political Practices Commission. Staff When assigned by the City Manager, staff assist and act in a technical advisory capacity to the commissions. It is not expected that every staff recommend ation will be followed; however, because of the staff’s technical knowledge, full consideration should be given to their recommendation. Staff are at liberty to make their recommendation to the City Council through the City Manager, even though the commission may have taken a different position. However, in these cases, the commission recommendation will be made clear to the City Council. Staff Liaison A staff liaison is assigned to each commission. Their main duties include facilitating meetings, preparing agendas, advising commissioners, and preparing meeting minutes. Commissioners should reach out to their liaison if they have any questions regarding matters of the commission or if they would like to contact other staff regarding official business. COMMISSIONS Commissions are subsidiary legislative bodies, subject to the Brown Act, comprised solely of members appointed by the City Council. The primary purpose of the City’s commissions is to serve as advisory bodies to Council by weighing public input and rendering recommendations to the City Council. There are times when the advisory body’s recommendation will not be sustained or will be modified by the City Council. It is important to recognize this not as a rejection of the integrity of the recommendation, but as an inevitable part of the process of community decision-making. The Council has appointed commissioners as advisors to them. This underlying philosophy makes it improper for an individual commissioner, acting in their official capacity, to try to persuade the Council into the acceptance of a recommendation other than that voted by the majority of the 341 CC 03-05-2024 341 of 386 Resolution No. 24-____ ATTACHMENT E Page 3 3 commission. The role of a commission is to assist the City Council in the formation of policy, having been created for the purpose of advising. The scope of work, purpose, and other primary functions for each commission can be found in the City Municipal Code Title 2. Chair and Vice Chair Each year, every commission will elect from its membership a Chairperson (Chair) and a vice Chairperson (Vice Chair) who serve at the pleasure of the commission for a one-year term. The Vice Chair acts in this capacity when the Chair is not available. The Chair should:  Maintain order of the meeting, ensure respect for all opinions, protect commissioners, staff, and the public from personal attacks.  Keep discussion focused on the issue at hand.  Solicit opinions from commissioners. Encourage evaluation of new, tentative, or incomplete ideas. Discourage overly dominant commissioners from having disproportionate control over the discussion.  Attempt to reach decisions expeditiously on action items. At those times when action would be premature, guide discussion toward a timeline or framework for responsible action.  Set meeting rules early and make sure everyone abides by them without exception.  Set an acceptable time limit for public testimony (generally three minutes per individual and 10 minutes per group) and stick to it. At the Chair’s discretion, the public can interact with the members of the commission beyond the public-comment time limit in order to facilitate better communication of the agendized topic. However, the Chair should take care that all members of the public are given the same opportunities to participate in commission meetings.  Provide periodic updates, approved by the full body, to Council regarding the status of their activities at least every six months. COMMITTEES Committees, for purposes of this Handbook, are subsidiary legislative bodies that are comprised in part of members appointed by the City Council (either directly or ex officio). Committees may also include Councilmembers or City staff among 342 CC 03-05-2024 342 of 386 Resolution No. 24-____ ATTACHMENT E Page 4 4 their membership. Where applicable, the requirements of this Handbook shall apply to Council-appointed committee members and to committee meetings and procedures. COMMISSION MEMBERSHIP QUORUM, ATTENDANCE, TRAINING, AND REPORTING A quorum consists of a majority of the members of the commission. A quorum is required to conduct business at any meeting whether it is a regular, adjourned, or special meeting. While it is expected that members be present at all meetings, the Chair should be notified if a member knows in advance that he/she will be absent. Each member should complete all training required by state or federal law or by a City rule or policy. A member shall be considered removed from an advisory body under the following conditions:  A member misses more than three consecutive meetings  A member misses more than 25% of the advisory body’s regular meetings in a calendar year  A member fails to comply with legally required training or conflict of interest reporting requirements after receiving notice and a reasonable opportunity to correct the noncompliance VACANCIES Vacancies are filled by appointment by the Council. Appointments made in the middle of a term are for the unexpired portion of that term. RESIGNATIONS AND REMOVALS If a member is unable to continue serving because of health, business requirements or personal reasons, a letter of resignation should be submitted to the City Council. The position of any member is automatically vacated when the member ceases to meet the qualifications for office, when Council accepts the member’s resignation, when the member fails to comply with requirements of Section A, above, or when the Council so declares. 343 CC 03-05-2024 343 of 386 Resolution No. 24-____ ATTACHMENT E Page 5 5 ETHICS The citizens and businesses of Cupertino and the general public are entitled to have fair, ethical, and accountable local government. To this end, the City Council has adopted a Code of Ethics and Conduct for Elected and Appointed Officials (Resolution No. 23-122). Commissioners should be familiar with and must comply with the Ethics Code in conducting City business. MEETINGS REGULAR MEETINGS Commissions are required to hold regular meetings open to the public as provided by the enabling ordinance. The agenda for this meeting must be posted at least 72 hours prior to the meeting. A meeting may be cancelled by the staff liaison in consultation with the Chair if there is no Commission business to be conducted. ADJOURNED MEETINGS If the business to be considered at a regular meeting cannot be completed, the commission then may designate a time and date for an adjourned meeting. SPECIAL MEETINGS A special meeting may be called by the Chair or a majority of the members with coordination with the staff liaison. SUBCOMMITTEES The Chair may appoint special subcommittees of less than a quorum of the commission who then may meet at their convenience to carry out the purpose of the subcommittee. If the subcommittee has a continuing subject matter or a regularly scheduled meeting time, it may qualify as a Brown Act committee and public notice provisions will apply. AGENDAS Each commission has a staff liaison responsible for preparing agendas in consultation with the Chair. If a commissioner or staff member intends to bring up 344 CC 03-05-2024 344 of 386 Resolution No. 24-____ ATTACHMENT E Page 6 6 an item for discussion or action, the item must be included on the agenda in accordance with the Brown Act. For each meeting, a date should be scheduled for the Chair and staff liaison to set the agenda. Commissioners can propose agenda items within the purpose of the commission to the staff liaison prior to the agenda setting date. No agenda item requiring preparation of a staff report may be scheduled without approval of the City Manager or their designee. Future Agenda Setting The staff liaison will maintain a list of future agenda items that the commission plans to discuss. The Chair, the staff liaison, or any two commissioners can add an agenda item within their purpose to the future agenda item list and it will be scheduled at the discretion of the Chair and staff liaison. To provide commissioners an opportunity to discuss whether to add an item to the future agenda item list, each regularly scheduled agenda will include a “Future Agenda Setting” item. Once an item is added to the future agenda item list, it cannot be removed until it is discussed for removal at a regularly scheduled meeting during the item for “Future Agenda Setting.” In addition, the item will not be removed if the Chair or at least two commissioners wish for the item to remain on the future agenda item list. Staff Updates and Commissioner Activity Report Each regularly scheduled agenda will also include a “Staff Updates and Commissioner Activity Report” item for staff to report on updates and the members to provide a concise report on any activities they have taken part in related to the commission since the prior regularly scheduled meeting. PREPARATION FOR MEETINGS  Thoroughly review the agenda packet, including agenda reports, and any other materials before the meeting. Check if you may have a conflict of interest with any of the items due to property or monetary interests. If it is unclear, the commissioner can explain the situation to the staff liaison who can seek legal counsel from the City Attorney. For more information on conflicts of interest, please review the Fair Political Practices Commission (FPPC) Conflicts of Interest Rules.  Understand what action you are being called upon to take for each particular agenda item.  Contact the Chair or your staff liaison before the meeting to clarify questions about the agenda or request further information. 345 CC 03-05-2024 345 of 386 Resolution No. 24-____ ATTACHMENT E Page 7 7  Understand the responsibilities of your commission. As a member of an advisory body, you will be asked to provide recommendations to the City Council about specific issues. Keep in mind that your appointment does not empower you to supervise or direct City staff. MINUTES The approved minutes are placed on file by the City Clerk for public access. Commissions should strive to keep summary minutes as opposed to action minutes, unless automatic transcription of the meeting is available. If automatic transcription is made available to supplement official minutes, action minutes may be sufficient. PROCEDURE Commissions follow the guidelines on parliamentary procedure contained in Rosenberg’s Rules of Order (Rules). These Rules outline how motions are made and the basic format for an agenda item discussion. DECORUM AT MEETINGS  Discourage outward signs of agreement or disagreement from the audience such as cheering or clapping. Such demonstrations can intimidate those wishing to express alternate views and delay the meeting. Also see Conduct of Members in the Cupertino Ethics Code.  Limit your own comments to the issues before the commission. Avoid the appearance of straying from the subject or "grandstanding". BASIS FOR YOUR DECISION Commission decisions should be based principally on the information presented to you in the open public meeting process. If you collect pertinent information outside of the public process through a meeting with stake holders or site visits, you should share that information with your fellow commissioners in the public meeting. This sharing of information will ensure that other commissioners and members of the public have a better understanding of the rationale for your decision. Commissioners are free to meet or refuse to meet with residents, resident groups, 346 CC 03-05-2024 346 of 386 Resolution No. 24-____ ATTACHMENT E Page 8 8 developers or prospective contractors, or any persons outside of the public meeting process concerning issues before the commission. Commissioners shall disclose any ex parte contact with parties to or participants in a quasi-judicial matter. (A quasi- judicial matter is typically a hearing in which a commission hears evidence and makes findings of fact to reach a conclusion based on the applicable law.) Commissioners are encouraged to disclose meetings with other individuals that provide information upon which to base the commissioners’ decisions. All quasi-judicial procedures and process must follow due process and allow an affected party a right to be heard, and to present controverting fact or testimony on the question of right in the matter involved. Unfair determinations, such as bias, predetermination or refusal to hear an issue, may invalidate actions. Keep an open mind. An objective, balanced, and receptive approach will help you assess the facets of a given issue and evaluate new ideas. When receiving written and oral public testimony it will be necessary to discern between fact and opinion, as well as between those concerns which are relevant and those which are secondary to the issue at hand. Keeping an open mind will make it easier for you to understand all sides of an issue before you make a judgment or take a position. RECOMMENDATIONS TO CITY COUNCIL The Chair shall select a member to represent the commissio n at any City Council meeting where a commission recommendation is agendized for discussion. The commission representative should strive to represent the position of the commission as a whole at the meeting, as necessary, regardless of the personal views of the member. CITY WORK PROGRAM The City Council approves an annual City Work Program to guide the work of the City. Prior to the first draft of the City Work Program each year, staff may reach out to the commissions to review current City Work Program items and ask for recommendations for additional items within the scope of the commission’s jurisdiction, if any. These recommendations will be provided to the City Council for consideration, but ultimately the City Council will determine the final items on the City Work Program. Since the City Council sets the City Work Program to guide the priority efforts in the City, commission agendas should be aligned accordingly. 347 CC 03-05-2024 347 of 386 Resolution No. 24-____ ATTACHMENT E Page 9 9 COMMUNICATIONS STAYING INFORMED Commissioners should sign up for City email notifications to stay informed of various community events and public meetings. The City uses social media outlets, surveys, email notifications, the Scene, and the City website for outreach to the community. For appropriate conduct on social media, see the City’s Social Media Policy. USE OF CITY EMAIL All newly appointed City commissioners will be assigned a mandatory City email address after reviewing and signing the Technology Use Policy. As noted under the Brown Act, care should be taken with regard to emails. Never select “Reply All” to an email to all commissioners or forward an email sent to you by one commissioner to another commissioner since that would constitute a quorum. All questions and concerns should be directed to the Chair and staff liaison. All City emails are subject to the Public Records Act and you should use your City email only to conduct City business as a commissioner. Please do not forward or reply to a City email from your personal email address. Once your term on the commission is over, your City email will be terminated. RESOURCES Commissioners should familiarize themselves with the following resources: City policies relating to ethics, social media, commissions, d iversity, and technology, as well as the City organizational chart, a Rosenberg’s Rules of Order cheat sheet, and other resources can be found online in the Commission Resources folder. 348 CC 03-05-2024 348 of 386   ATTACHMENT F  COMMISSIONER’S ’ HANDBOOK 2021 2024 349 CC 03-05-2024 349 of 386 ii   ATTACHMENT F    Table of Contents WELCOME AND ORIENTATION ii STRUCTURE OF GOVERNMENT 43 Form of Government 4 City Council 4 City Manager and Staff 4 Commissions 5 Committees COMMISSION MEMBERSHIP 6 Quorum, and Attendance, Training, and Reporting 6 Vacancies 6 Resignations and Removals 6 Ethics MEETINGS 67 Regular Meetings 6 Adjourned Meetings 6 Special Meetings 7 Subcommittees 7 Agendas 7 Preparation for Meetings 7 Minutes 8 Procedure 8 Decorum at Meetings 8 Basis for your Decision 8 Recommendations to City Council CITY WORK PROGRAM 910 COMMUNICATIONS 119 Staying Informed 9 Use of City Email 10 RESOURCES 110 350 CC 03-05-2024 350 of 386 3   ATTACHMENT F    THE STRUCTURE OF GOVERNMENT FORM OF GOVERNMENT    The City of Cupertino operates as a general law city with a City Council‐City  Manager form of government where the City Council sets policy and the. The  City Manager manages the implementation and administration of those policies.    CITY COUNCIL    The City Council is the governing legislative body of the City, consisting of five  members elected in odd numbered years to staggered four‐year terms. These  councilmembers then elect the mayor and vice mayor to one‐year terms. ItThe City  Council sets goals and priorities and establishes policies. The Mayor is the  presiding officer of the Council, and the official spokesperson and representative  of the City.    CITY MANAGER AND STAFF    City Manager  The City Manager has complete responsibility and authority for the administration  of the City’s government. This individualThe City Manager is appointed by and  serves at the pleasure of the Council and is the appointing authority for the City,  selecting the department heads and other employees. The City Manager  coordinates and directs the services of the City staff, and commissioners.  Commissioners should not attempt to direct or prioritize work for departments or  individual staff.    City Clerk  The City Clerk plays an important role for advisory bodies.administers the  recruitment, appointment, and onboarding of the appointed commissioners. The  City Clerk accepts and maintains applications, processes appointments,  updatesadministers the necessary steps for commissioners to begin their service,  including administering the Oath of Office to commissioners and providing an  orientation to the commissioners regarding the role of the commission to which  they have been appointed. The City Clerk oversees commission membership  rosters, bylaws, informational booklets, and yearly, including annual attendance  records., ensuring commissioners submit a signed Code of Ethics and complete  the AB 1234 Local Ethics and Harassment Prevention trainings, as required by  State law. The City Clerk is the filing officer for Statements of Economic Interests,  351 CC 03-05-2024 351 of 386 4   ATTACHMENT F    (Form 700s), and any other required filing as identified by the City Council and  the State.    City Attorney  The City Attorney’s Office provides legal advice to City commissions and staff  supporting the commissions. The City Attorney may provide advice regarding  matters pending before a commission, compliance with the Brown Act, and other  legal issues. In addition, commissioners may seek informal advice from the City  Attorney’s Office regarding conflicts of interest; provided, however, that it is  understood that a commissioner is automatically protected from potential liability  for conflict of interest only upon taking action that conforms to a written opinion  issued by the California Fair Political Practices Commission.    Staff  When assigned by the City Manager, staff assist and act in a technical advisory  capacity to the commissions. It is not expected that every staff recommendation  will be followed; however, because of the staff’s technical knowledge, full  consideration should be given to their recommendation. Staff are at liberty to make  their recommendation to the City Council through the City Manager, even though  the commission may have taken a different position. However, in these cases, the  commission recommendation will be made clear to the City Council.     Staff Liaison  A staff liaison is assigned to each commission. Their main duties include  facilitating meetings, preparing agendas, advising commissioners, and  writingpreparing meeting minutes. Commissioners should reach out to their  liaison if they have any questions regarding matters of the commission or if they  would like to contact other staff regarding official business.    COMMISSIONS    Commissions are subsidiary legislative bodies, subject to the Brown Act,  comprised solely of members appointed by the City Council. The primary purpose  of the City’s commissions is to serve as advisory bodies to Council by weighing  public input and rendering recommendations to the City Council. There are times  when the advisory body’s recommendation will not be sustained or will be  modified by the City Council. It is important to recognize this not as a rejection of  the integrity of the recommendation, but as an inevitable part of the process of  community decision‐making. The Council has appointed commissioners as  advisors to them. This underlying philosophy makes it improper for an individual  352 CC 03-05-2024 352 of 386 5   ATTACHMENT F    commissioner, acting in their official capacity, to try to persuade the Council into  the acceptance of a recommendation other than that voted by the majority of the  commission. The role of a commission is to assist the City Council in the formation  of policy, having been created for the purpose of advising. The scope of work,  purpose, and other primary functions for each commission can be found in the  City Municipal Code ChapterTitle 2.    Chair and Vice Chair  Each year, every commission will elect from its membership a Chairperson (Chair)  and a vice Chairperson (Vice Chair) who serve at the pleasure of the commission  for a one‐year term. The Vice Chair acts in this capacity when the Chair is not  available.    The Chair should:     Maintain order of the meeting, ensure respect for all opinions, protect  commissioners, staff, and the public from personal attacks.   Keep discussion focused on the issue at hand.   Solicit opinions from commissioners. Encourage evaluation of new,  tentative, or incomplete ideas. Discourage overly dominant commissioners  from having disproportionate control over the discussion.   Attempt to reach decisions expeditiously on action items. At those times  when action would be premature, guide discussion toward a timeline or  framework for responsible action.   Set meeting rules early and make sure everyone abides by them without  exception.   Set an acceptable time limit for public testimony (generally three minutes  per individual and 10 minutes per group) and stick to it. At the Chairʹs  discretion, the public can interact with the members of the commission  beyond the public‐comment time limit in order to facilitate better  communication of the agendized topic. However, the Chair should take  care that all members of the public are given the same opportunities to  participate in commission meetings.   Provide periodic written updates, approved by the full body, to Council  regarding the status of their activities at least every six months.    COMMITTEES    Committees, for purposes of this Handbook, are subsidiary legislative bodies that  are comprised in part of members appointed by the City Council (either directly  353 CC 03-05-2024 353 of 386 6   ATTACHMENT F    or ex officio). Committees may also include Councilmembers or City staff among  their membership. Where applicable, the requirements of this Handbook shall  apply to Council‐appointed committee members and to committee meetings and  procedures.    COMMISSION MEMBERSHIP QUORUM AND, ATTENDANCE, TRAINING, AND REPORTING    A quorum consists of a majority of the members of the commission. A quorum is  required to conduct business at any meeting whether it is a regular, adjourned, or  special meeting. While it is expected that members be present at all meetings, the  Chair should be notified if a member knows in advance that he/she will be absent.  Each member should complete all training required by state or federal law or by a  City rule or policy. A member shall be considered removed from an advisory body  under the following conditions:     A member misses more than three consecutive meetings   A member misses more than 25% of the advisory body’s regular  meetings in a calendar year (16‐137)   A member fails to comply with legally required training or conflict of  interest reporting requirements after receiving notice and a  reasonable opportunity to correct the noncompliance    VACANCIES    Vacancies are filled by appointment by the Council. Appointments made in the  middle of a term are for the unexpired portion of that term. Council‐appointed  Alternates will automatically fill a vacancy.    RESIGNATIONS AND REMOVALS    If a member is unable to continue serving because of health, business requirements  or personal reasons, a letter of resignation should be submitted to the City Council.    The position of any member is automatically vacated when the member ceases to  meet the qualifications for office, when Council accepts the member’s resignation,  when the member fails to comply with requirements of Section A, above, or when  the Council so declares.    354 CC 03-05-2024 354 of 386 7   ATTACHMENT F    ETHICS    The citizens and businesses of Cupertino and the general public are entitled to have  fair, ethical, and accountable local government. To this end, the City Council has  adopted a Code of Ethics and Conduct for Elected and Appointed Officials  (Resolution No. 23‐122). Commissioners should be familiar with and must comply  with the Ethics Code in conducting City business.    MEETINGS REGULAR MEETINGS    Commissions are required to hold regular meetings open to the public as provided  by the enabling ordinance. The agenda for this meeting must be posted at least 72  hours prior to the meeting. A meeting may be cancelled by the staff liaison in  consultation with the Chair if there is no Commission business to be conducted.    ADJOURNED MEETINGS    If the business to be considered at a regular meeting cannot be completed, the  commission then may designate a time and date for an adjourned meeting.    SPECIAL MEETINGS    A special meeting may be called by the Chair or a majority of the members with  coordination with the staff liaison.    SUBCOMMITTEES    The Chair may appoint special subcommittees of less than a quorum of the  commission who then may meet at their convenience to carry out the purpose of  the subcommittee. If the subcommittee has a continuing subject matter or a  regularly scheduled meeting time, it may qualify as a Brown Act committee and  public notice provisions will apply.    AGENDAS    Each commission has a staff liaison responsible for preparing agendas in  consultation with the Chair. If a commissioner or staff member intends to bring up  an item for discussion or action, the item must be included on the agenda in  355 CC 03-05-2024 355 of 386 8   ATTACHMENT F    accordance with the Brown Act. For each meeting, a date should be scheduled for  the Chair and staff liaison to set the agenda. Commissioners can propose agenda  items within the purpose of the commission to the staff liaison prior to the agenda  setting date. No agenda item requiring preparation of a staff report may be  scheduled without approval of the City Manager or their designee.    Future Agenda Setting  The staff liaison will maintain a list of future agenda items that the commission  plans to discuss. The Chair, the staff liaison, or any two commissioners can add an  agenda item within their purpose to the future agenda item list and it will be  scheduled at the discretion of the Chair and staff liaison. To provide  commissioners an opportunity to discuss whether to add an item to the future  agenda item list, each regularly ‐scheduled agenda will include a “Future Agenda  Setting” item. Once an item is added to the future agenda item list, it cannot be  removed until it is discussed for removal at a regularly scheduled meeting during  the item for “Future Agenda Setting.” In addition, the item will not be removed if  the Chair or at least two commissioners wish for the item to remain on the future  agenda item list.    Staff Updates and Commissioner Activity Report  Each regularly scheduled agenda will also include a “Staff Updates and  Commissioner Activity Report” item for staff to report on updates and the  members to provide a concise report on any activities they have taken part in related  to the commission since the prior regularly scheduled meeting.    PREPARATION FOR MEETINGS     Thoroughly review the agenda packet, including agenda reports, and any  other materials before the meeting. Check if you may have a conflict of  interest with any of the items due to property or monetary interests. If it is  unclear, the commissioner    can explain the situation to the staff liaison who can seek legal counsel  from the City Attorney. For more information on conflicts of interest, please  review the Fair Political Practices Commission (FPPC) Conflicts of Interest  Rules.   Understand what action you are being called upon to take for each particular  agenda item.   Contact the Chair or your staff liaison before the meeting to clarify  questions about the agenda or request further information.   Understand the responsibilities of your commission. As a member of an  356 CC 03-05-2024 356 of 386 9   ATTACHMENT F    advisory body, you will be asked to provide recommendations to the City  Council about specific issues. Keep in mind that your appointment does  not empower you to supervise or direct City staff.    MINUTES    The approved minutes are placed on file by the City Clerk for public access.  Commissions should strive to keep summary minutes as opposed to action  minutes., unless automatic transcription of the meeting is available. If automatic  transcription is made available to supplement official minutes, action minutes may  be sufficient.    PROCEDURE    Commissions follow the guidelines on parliamentary procedure contained in  Rosenberg’s Rules of Order (Rules). These Rules outline how motions are made  and the basic format for an agenda item discussion.    DECORUM AT MEETINGS     Discourage outward signs of agreement or disagreement from the  audience such as cheering or clapping. Such demonstrations can  intimidate those wishing to express alternate views and delay the  meeting. Also see Conduct of Members in the Cupertino Ethics  PolicyCode.   Limit your own comments to the issues before the commission.  Avoid the appearance of straying from the subject or  ʺgrandstandingʺ.    BASIS FOR YOUR DECISION    Commission decisions should be based principally on the information presented  to you in the open public meeting process. If you collect pertinent information  outside of the public process through a meeting with stake holders or site visits,  you should share that information with your fellow commissioners in the public  meeting. This sharing of information will ensure that other commissioners and  members of the public have a better understanding of the rationale for your  decision.    Commissioners are free to meet or refuse to meet with residents, resident groups,  357 CC 03-05-2024 357 of 386 10   ATTACHMENT F    developers or prospective contractors, or any persons outside of the public  meeting process concerning issues before the commission. If you  meetCommissioners shall disclose any ex parte contact with any parties to or  participants in a quasi‐judicial matter. (A quasi‐judicial matter is typically a  hearing in which a  commission hears evidence and makes findings of fact to  reach a conclusion based on the applicable law.) Commissioners are encouraged  to  disclose meetings with other individuals outside of the public meeting you  should disclose the content of that meeting in the public meeting to again ensure  that everybody is aware of the facts and have similarprovide information upon  which to base their decision; this disclosure is required for quasi‐ judicial  matters.the commissioners’ decisions.    All governmentalquasi‐judicial procedures and process must follow due process  and allow an affected party a right to be heard, and to present controverting fact  or testimony on the question of right in the matter involved. Unfair  determinations, such as bias, predetermination, or refusal to hear, etc., an issue,  may invalidate actions.    Keep an open mind. An objective, balanced, and receptive approach will help you  assess the facets of a given issue and evaluate new ideas. When receiving written  and oral public testimony it will be necessary to discern between fact and opinion,  as well as between those concerns which are relevant and those which are  secondary to the issue at hand. Keeping an open mind will make it easier for you  to understand all sides of an issue before you make a judgment or take a position.    RECOMMENDATIONS TO CITY COUNCIL    The Chair shall select a member to represent the commission at any City Council  meeting where a commission recommendation is agendized for discussion. The  commission representative should strive to represent the position of the  commission as a whole at the meeting, as necessary, regardless of the personal  views of the member.    CITY WORK PROGRAM The City Council approves an annual City Work Program to guide the work of the  City. Prior to the first draft of the City Work Program each year, staff willmay reach  out to the commissions to review current City Work Program items and ask for  recommendations for additional items within the scope of items to addthe  commission’s jurisdiction, if any. These recommendations will be provided to the  358 CC 03-05-2024 358 of 386 11   ATTACHMENT F    City Council for consideration, but ultimately the City Council will determine the  final items on the City Work Program. Commissions support City Work Program  items within their scope by reviewing the items and making recommendations to  City Council. Since the City Council sets the City Work Program to guide the priority  efforts in the City, commission agendas should be aligned accordingly. By August  15, each commission should provide an annual report of all of the topics the  commission has addressed in the prior year.    COMMUNICATIONS STAYING INFORMED    Commissioners should sign up for City email notifications to stay informed of various  community events and public meetings. Council encourages commissioners to attend  at least two community meetings or meetings of other commissions each year.    The City uses social media outlets, surveys, email notifications, the Scene, and the City  website to performfor outreach for City businessto the community. For appropriate  conduct on social media, see the City’s Social Media Policy. For questions about City  outreach, speak with your staff liaison.    USE OF CITY EMAIL    All newly appointed City commissioners will be assigned a mandatory City  email address after reviewing and signing the Technology Use Policy.    As noted under the Brown Act, care should be taken with regard to emails. Never  select “Reply All” to an email to all commissioners or forward an email sent to you  by one commissioner to another commissioner since that would constitute a  quorum. All questions and concerns should be directed to the Chair and staff liaison.    All City emails are subject to the Public Records Act and you should use your City  email only to conduct City business as a commissioner. Please do not forward or  reply to a City email from your personal email address. Once your term on the  commission is over, your City email will be terminated.    RESOURCES Commissioners should familiarize themselves with the following resources:    359 CC 03-05-2024 359 of 386 12   ATTACHMENT F    City policies relating to ethics, social media, commissions, diversity, and  technology, as well as the City organizational chart, a Rosenberg’s Rules of Order  cheat sheet, and guidance on imposed restraints,other resources can be found online  in the Commission Resources folder.    League of California Cities      Institute for Local Government   360 CC 03-05-2024 360 of 386 CITY OF CUPERTINO Agenda Item 24-12965 Agenda Date: 3/5/2024 Agenda #: 8. Subject:Consider list of agenda items requested by City Councilmembers (“TBD List”). Review the TBD list and modify the list as recommended below. Presenter: Pamela Wu, City Manager CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™361 CC 03-05-2024 361 of 386 1 CITY COUNCIL STAFF REPORT Meeting: March 5, 2024 Subject Consider list of agenda items requested by City Councilmembers (“TBD List”). Recommended Action Review the TBD list and modify the list as recommended below. Reasons for Recommendation As required per the Council’s adopted Procedures Manual, the City Manager provides a quarterly report to Council regarding the status of future agenda items. These are items that two Councilmembers have requested to be added to a future City Council agenda. On November 7, 2023, staff presented a list of seven TBD items for Council consideration. Council accepted the staff recommendation and added an item for hybrid meetings. The list below reflects new items that have been added since the November 7, 2023 update. Any item may be removed by a majority vote of the City Council. The most current TBD list and staff recommendation for each of them follows: # When TBD Item was added by whom Subject Recommendation 1 Moore and Chao added in October 2023 City Treasurer Appointment Staff recommends removing this item. 2 Moore and Chao added in November 2023 Public facilities corporation’s tax-exempt status This has been addressed administratively and Council has been updated. 3 Moore and Chao added February 2024 Housing Element Study Session Staff is preparing this for Council. 4 Moore and Chao added February 2024 Moving Council meetings to Wednesday’s Staff recommends removing this item. 362 CC 03-05-2024 362 of 386 2 Sustainability Impact No sustainability impact. Fiscal Impact No fiscal impact. California Environmental Quality Act Not applicable. _____________________________________ Prepared by: Astrid Robles, Senior Management Analyst Reviewed by: Tina Kapoor, Deputy City Manager Matt Morley, Assistant City Manager Chris Jensen, City Attorney Approved for Submission by: Pamela Wu, City Manager 363 CC 03-05-2024 363 of 386 CITY OF CUPERTINO Agenda Item 23-12670 Agenda Date: 3/5/2024 Agenda #: 9. Subject: Councilmember Reports CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™364 CC 03-05-2024 364 of 386 CITY COUNCIL ACTIVITY REPORT* Meeting: Tuesday, March 5, 2024 +for the “Councilmember Reports” agenda item under the “COUNCIL REPORTS AND COMMENTS” section Reporting Councilmember: Councilmember Liang Chao Report Activity Dates: 2/13/24 to 2/26/24 Section 1: Events Aended (Date, Title, and Description): (This list does not include internal meetings with staff only, such as prep sessions or meetings with the City Manager.) 2024-02-13 spoke at the FUHSD Board Meeting on their decision to transition to by-trustee area election, at the request of Cupertino residents. - At the 2/6 Council Meeting and other informal seing, a few Cupertino residents told the Council that Sunnyvale Councilmembers have spoken at FUHSD in person multiple times, but Cupertino Councilmembers never spoke there on this issue. - I aended the 2/13 FUHSD Board meeting in person to speak, representing myself only, of course. My speech titled “By-trustee-area election undercuts voters' ability to influence the board” was also sent to the FUHSD Board as written communication. 2024-02-15 Virtual Meeting with 5 UC Merced Computer Science students on the Capstone project on a tool to help train medical coder to use the new system with 15,000 codes to classify symptoms. 2024-02-19 Watched the video of the 2/15 State of the City Address on a later date hps://www.youtube.com/watch?v=mHInGoI0tYA - Similar to the 2023 State of the City Address, the City allowed the same two nonprofits to take up 6 to 8 minutes each to highlight their own organizations in this city event before the Mayor spoke. 2024-02-16 Aended Cupertino-CUSD-FUHSD 1x2x2 Strategic Partnership as a member of the audience - I spoke to request that the agenda seing process is made more clear so the members of the public could propose agenda items. For example, some member wished to discuss the staggered school start time to relieve traffic congestion in the morning, but the item could not be added as there was no venue to propose agenda items. 1 365 CC 03-05-2024 365 of 386 - This is the first meeting where Cupertino has only one Councilmember as a representative, while there are two board members from each school district. 2024-02-16 IvyMax Lunar New Year Appreciation Event to present awards to students for their volunteer or community work and recognition to parent volunteers. 2024-02-19 Meeting with FUHSD Student Board Member - about by-trustee area election, student board selection process, budget for electives when a Basic Aid district has reduced student population. 2024-02-24 Lunar New Year Performance, organized by Silicon Valley Community United (SVCU) Youth group. - There was a group poem reading as a mini drama, amazing Chinese and Indian dances and singing. Section 2: Other Activities: (This list includes other activities of interest, which I have done or paid aention to because of issues brought up by the city staff or community members.) NOTE: In the past, for this agenda item, each Councilmember reports their activities on the dias and also makes any comments/announcements they feel are important for the community to know. Thus, I am continuing that tradition here. 1. Cupertino Budget Discussions: -Mid-Year Financial Report was on the 2/21 agenda. The G – FY 2022-23 Special Projects Update has a list of current programs, their budget and status. - A member of the public shared this 10-year Staffing and Population Growth Chart - Misc. info: - Cupertino’s revenue from sales tax is expected to plunge by $30M from the 2021 2 366 CC 03-05-2024 366 of 386 level due to a CDTFA audit. (city site,news article) - The Annual Actuals from 2012 to 2022 could be found from Cupertino’s OpenGov Transparency Portal (click on “Annual Actuals”), where you can see how much of our annual revenue comes from sales tax, property tax etc. - The City Council has started to look at potential revenue generation options (increasing sales taxes/TOT tax etc,increasing fees for services) and cost-cuing options (cuing services,stopping hybrid commission meetings) - A roadmap of what’s upcoming is in the Feb. 6 Staff Presentation for the Fee Study Agenda Item: - The Community Workshop on Budget will be on Thursday 2/29. 2.Housing Element Update: - The deadline to have a compliant HE is Jan. 31, 2023 and the deadline to complete all 3 367 CC 03-05-2024 367 of 386 rezoning is Jan. 31, 2024. Cupertino has failed to meet both deadlines, but is expected to submit a compliant HE by May 2024 and finish rezoning properties in another 3 months. - The third draft was posted on 2/16 for a 7-day commenting period and then the draft and all public comments are submied to HCD (the State’s Housing and Community Development agency) on 5/23. - Since none of the earlier Housing Element draft was put on the Council agenda for Council deliberation or direction, I felt that the only way for me, a Councilmember, to provide input is through submiing comments like other members of the public. So, I have submied my comments. -Comment on Third HE Draft: Discourage Projects which Worsen Job-Housing Balance -Comment for Third HE Draft: Limit Amenity Space for Rental Units -Comment on Third HE Draft: Limit Square Footage of For-Sale Homes With Incentives for Middle Income -Comment on HE Draft: Prioritize for-sale homes, rather than rentals -Comment on Third HE Draft: No Waiver/Exemption allowed to lower BMR percentage or standards -Comment Third HE Draft: Comments sent to HCD and other Public Comments not posted -Comment for Third HE draft: Policies to turn R1 sites to R3 sites came out of no where -Comment for Third HE Draft: Lack of Public/Council Participation on HE Process - The HE draft contains quite a few new policies never presented on any Council agenda with promises for implementation through ordinances in 6 months or 12 months. - I have submied an agenda request to have a study session on the current HE draft before the final adoption, as the Council should not be expected to rubber stamp such the set of extensive and important legislative documents with many new policies and commitments to be adopted all in one meeting. 3.Monthly Development Activity Reports:Feb. 2024 report - Other news: - Update on city-owned Mary Ave. Project (APN: 326-27-053): On 2/6, the Council approved the Exclusive Negotiation Agreement (ENA) with Cupertino Rotary Housing Corporation, Housing Choices Coalition for Persons with Developmental Disabilities, Inc., and Charities Housing. The proposal envisions a 100% affordable, 40-unit, two-story, apartment development, structured as a Special Needs project with 18 units reserved for a special needs population. - Update on Simeon Project: The County Board of Supervisors approved a proposal from Eden Housing “to build affordable teacher and school worker housing in Cupertino. … The project, located at 10333 N. Wolfe Road, will sit on approximately 5 acres of land owned by Apple. The site can fit up to 257 apartments and homes and could include other kinds of affordable housing, according to Eden Housing. … Eden Housing aims to have an approved 4 368 CC 03-05-2024 368 of 386 development plan by the end of this year, with construction slated for 2026 and a move-in date of 2028, according to the county.” (Santa Clara County deal brings teacher housing to Cupertino, Kron4.com) -Vallco SB-35 Project: The 2nd revised plan, submied on Dec. 5, 2023 is already approved by the City. To be considered a revision, not a new project, there should be less than 25% change. - Highlights from this news article: reduce retail space from 430,000 square feet to about 230,000 square feet; reduce below-market-rate units from 50% to one third; increase the total housing units from 2,402 to 2,669 units; office space reduced slightly from 1.98 million square feet of office space. - Westport: Westport BMR Building now accepting applications for residents. Townhomes currently for sale. 4.FUHSD By-Trustee-Area Election in November 2024 - FUHSD is drawing boundaries of the 5 Trustee Areas. The FUHSD Board is expected to adopt the final map right after the 4th Public Hearing on April 24, 2024. - Oct. 17, 2023 (Presentation - includes proposed maps and revised timeline) - Upcoming meetings: - Wednesday,March 20, 2024 (6 p.m.) - likely to finalize the maps - April 24, 2024 (6 p.m.) - likely final adoption of the resolution - I have spent some time studying the issues and have sent the following emails. representing myself only of course, to the FUHSD Board to express my concerns on the shortened timeline and inadequate outreach to Cupertino and West San Jose K-8 schools with students who will aend FUHSD in the immediate future: - My 2/13 speech titled “By-trustee-area election undercuts voters' ability to influence the board”. -Why follow a shorter timeline than City of Sunnyvale and Foothill-De Anza 5 369 CC 03-05-2024 369 of 386 College District? - FUHSD never received any challenge leer, but they rushed to decide to transition without any evidence of racial polling or without considering pros/cons or other options. -Inadequate outreach to non-Sunnyvale K-8 schools, compared with Sunnyvale K-8 schools - The outreach to Sunnyvale K-8 schools started in August 2023 in multiple Back-to-School Nights, while there has been zero outreach to West San Jose or Cupertino K-8 schools until February 15, 2023 with on PTA meeting. Almost 6 months late. -Important New CVRA Case: about the August 2023 California Supreme Court decision to clarify that by-trustee-area election is not the only alternative to comply with CVRA - (Last Activity Report in the Feb. 21, 2024 Council Meeting Agenda.) 6 370 CC 03-05-2024 370 of 386 1              CITY COUNCIL ACTIVITY REPORT   Meeting:  March 5, 2024      Reporting Councilmember:  Vice Mayor J.R. Fruen    Report Activity Dates:  2/13/24 to 2/27/24    Event Date, Title, and Description:    Event 1. February 15, 2024 – State of the City Address – Together with Councilmembers Moore  and Wei, I attended Mayor Mohan’s State of the City Address. The Mayor recapped 2023’s  achievements and challenges and laid out her hopes and vision for 2024 under the theme of  “Stronger Together.” Numerous other local elected officials attended, and the address was  broadly well‐received. In addition to the Mayor’s address, the assembled public received  comments from the sponsors of the evening, the Cupertino Chamber of Commerce, and the  Rotary Club of Cupertino. The County Sheriff and the Santa Clara County Fire District Chief  also offered remarks as part of the principal address. The city’s Poet Laureate closed out the  ceremonies with a poem she had composed for the occasion.      Event 2. February 16, 2024 – Weekly Meeting with the City Manager – I attended my weekly  meeting with City Manager Wu to discuss the upcoming council agenda, resident concerns,  and items of interest.     Event 3. February 16, 2024 – Mid‐Year Budget and Purchasing Ordinance Preparatory Session  – I received a briefing from staff on the Mid‐Year Budget report and the Purchasing Ordinance  set for council’s consideration on the February 21, 2024, council agenda. The briefing was well‐ organized and illuminating.    Event 4. February 20, 2024 – Follow Up Meeting with the City Manager – I attended a follow  up meeting with City Manager Wu and Mike Foulkes (Apple, Inc.).       371 CC 03-05-2024 371 of 386 City Council Councilmember Activity Report    2    Event 5. February 23, 2024 – Weekly Meeting with the City Manager – I attended my weekly  meeting with City Manager Wu to discuss the upcoming council agenda, resident concerns,  and items of interest.    Event 6. February 23, 2024 – Cupertino Chamber of Commerce Lunar New Year Celebration –  Together with Mayor Mohan, and Councilmembers Moore and Wei, I attended the Cupertino  Chamber of Commerce’s annual Lunar New Year celebration honoring the commencement of  the Year of the Dragon at Quinlan Community Center.                                       372 CC 03-05-2024 372 of 386 1              CITY COUNCIL ACTIVITY REPORT   Meeting: Tuesday, March 5, 2024      Reporting Councilmember:   Mayor Sheila Mohan    Report Activity Dates:  2/13/24 to 2/26/24    Event Date, Title, and Description:    2/13/24: Attended an introductory meeting with Sheriff Bob Johnson, prior to the State of  the City address, to hear what his focus would be in his speech. Discussion centered on issues  generally raised by residents: the one unhoused person near Target, auto thefts (catalytic  converters), home burglaries.   The Sheriff suggested precautions that homeowners and  residents should and could take to protect themselves and their property.     2/13/24: Attended a meeting with Foothill De Anza College Chancellor Lee Lambert to  follow up on issues raised in January in my meeting with Lloyd Holmes, De Anza College  President.  These included parking, internships, update on campus medical clinic, and  student/teacher housing.     2/14/24: Met with Santa Clara County Fire District Chief Kerdkaew and  received an update on how first responders respond to fire and rescue emergencies  in the Cupertino operational area.    2/15/24: The 2024 State of the City event was held at the Quinlan Center.  I  delivered the annual address in front of an audience of about 200.  The theme was  Stronger Together, and I emphasized the need to forge and/or strengthen  partnerships with community organizations and businesses to be able to boost the  City’s commitment to community needs.  A big thank you to staff who put in  considerable time and effort to make the event successful.     2/16/24: Attended a prep session conducted by City staff on the status of the  373 CC 03-05-2024 373 of 386 City Council Councilmember Activity Report    2    mid‐year budget.  Despite much uncertainty surrounding the City’s structural  deficit situation, I was heartened to see that the midyear budget reflected the City’s  focus on being prudent and responsible in its operations.    2/16/24: Attended the Santa Clara County Mayors Gathering hosted by  mayors of Sunnyvale and San Jose.   The Housing Element and the challenges it  presented was the focus of discussion.       Other issues that the mayors touched  upon were the complexities with the unhoused population, builders remedy cases  that most cities were facing, and ERAF uncertainty.     2/17/24: Celebrated the Lunar New Year with Diana Ding and her Media  Company at their Santa Clara Office.   It was a whole day of festivities which  included multicultural dance and music performances and was well attended by  local officials.  Councilmember Wei and I represented Cupertino.     2/17/24: Attended a dance performance by the Sri Vidya Dance School, a  Cupertino area fixture for many years.   The school’s artistic director is a long‐time  resident of Cupertino and has trained many young dancers mostly in the ancient  Indian tradition of Bharatanatyam.     2/22/24: Met with a group of residents from Cupertino who presented details  of a meditation program(“Heartfulness”) they have designed which is intended to  reduce stress for all and especially young people. The group was interested in  promoting their program to schools and residents.       2/23/24: Attended the Lunar New Year luncheon at the Quinlan Center hosted  by the Chamber of Commerce.  Fire‐breathing dragons mingled with guests and a  good time was had by all.          374 CC 03-05-2024 374 of 386 1 CITY COUNCIL ACTIVITY REPORT Meeting: March 5, 2024 Reporting Councilmember: Councilmember Kitty Moore Report Activity Dates: 2/12/24 to 2/23/24 Event Date, Title, and Description: February 16, 2024. City Council prep. Session RE Budget update and additional topics. February 20, 2024. 2:1 meeting with CA and CM. February 21, 2024. Cupertino City Council meeting. February 22, 2024. Attended Stevens Creek Steering Committee as audience. February 22, 2024. Attended Dignity Moves event in San Jose which included a guest speech by SJ Mayor Mahan and information regarding unhoused opportunities for assistance with private owner land leases for limited (5 year) horizons. February 23, 2024. First time attendee at the Cupertino Chamber of Commerce Lunar New Year Celebration. Met many our business community leaders. January 8, 2024-present. Begin Winter quarter Environmental Studies courses: Environmental Management Tools: Environmental Management Systems & Environmental Performance Reporting and Environmental Resource Mgmt & Pollution Prevention: Air, Water & Land. Self-funded. I have been studying the quality management-related ISO 14001 sustainability planning standards, air pollution controls, and water law and clean-up standards post Cuyahoga River fire 375 CC 03-05-2024 375 of 386 City Council Councilmember Activity Report 2 and Clean Water Act of 1972. This is the start of my third year in Environmental Studies. 376 CC 03-05-2024 376 of 386 1              CITY COUNCIL ACTIVITY REPORT   Meeting:  March 5, 2024      Reporting Councilmember:  Councilmember Hung Wei    Report Activity Dates:  2/13/24 to 2/27/24    Event Date, Title, and Description:    Event 1. Tuesday February 13, 2024 @ 3:45pm, meeting with students re Public Safety  Met with two students from Fremont Union High School District to discuss public safety issues  in Cupertino.    Event 2.  Thursday February 15, 2024 @ 9:45am, meeting with a resident regarding the Housing  Element  Met with a resident to answer questions on the Housing Element.    Event 3.  Thursday February 15, 2024 @ 5:30pm, Cupertino State of the City Address by Mayor  Sheila Mohan  Attended the State of the City Address at Quinlan Center.    Event 4. Friday February 16, 2024 @ 11:30am, Meeting of CUSD, FUHSD, and the City of  Cupertino  Chaired the Meeting with CUSD, FUHSD, and Cupertino City to discuss issues to collaborate,  report on current topics of each agency, and set up future meeting schedules.    Event 5.  Saturday 17, 2024 @ 11:30am, 2nd Celebrate Lunar New Year Together event hosted by  Ding Ding TV   Attended the 2nd Annual “Celebrate Lunar New Year Together” event at Ding Ding TV with  public officials, representatives from state elected officials, community volunteers, and residents  to celebrate Lunar New Year with emphasis on “We All Belong Here”.    377 CC 03-05-2024 377 of 386 City Council Councilmember Activity Report    2    Event 6.  Saturday February 17, 2024 @ 7:00pm, Chinese Performing Arts of America (CPAA)  Annual Performance at San Jose Performing Arts Center  Attended the Annual Performance of CPAA and presented a Certificate of Appreciation to the  organizer on behalf of Mayor Mohan and the City of Cupertino.    Event 7.  Sunday February 18, 2024 @ 8:00pm, ZOOM meeting with a Monta Vista FBLA (Future  Business Leaders of America) student  Attended a ZOOM meeting with a Monta Vista FBLA student to discuss City services to  support youths with disabilities and how students can initiate activities in support of students  with disabilities.    Event 8.  Wednesday February 21, 2024 @ 9:30am, Via West Campus Tour in Cupertino    Toured the Via West Campus in Cupertino with Soheila Mozayan, Vice President of Board  Relations and Legislative Affairs, and Byran Neider, Chief Executive Officer, to discuss  community goals and Camp Via West update.    Event 9. Thursday February 22, 2024 @ 10:00am, Steven Creek Corridor Steering Committee  Meeting @ Cupertino Community Hall    Attended the Stevens Creek Corridor Steering Committee Meeting on reflection of the Stevens  Creek Corridor Tour, Vision Statement discussions, next steps, and future meeting dates.    Event 10.  Thursday February 22, 2024 @ 4:30pm, Consul General of Japan’s invitation to  celebrate His Majestic Birthday    Attended the Birthday Celebration at the Consul General of Japan’s residence in San Francisco  with Mayor Sheila Mohan and Ram, and Cupertino‐Toyokawa Sister City President Alysa  Sakkas.    Event 11.  Friday February 23, 2024 @ 11:30am, Lunar New Year Celebration hosted by the  Asian American Business Council (AABC) of Cupertino Chamber of Commerce @ Cupertino  Quinlan Community Cener    Attended the Annual Lunar New Year Celebration with fellow Councilmembers, City staff, and  public officials as well as community leaders and members to celebrate the Year of the Dragon.    Event 12.  Friday February 23, 2024 @ 2:30pm, Cities Association of Santa Clara County  Executive Board Meeting @ Los Altos Community Center    378 CC 03-05-2024 378 of 386 City Council Councilmember Activity Report    3      Attended the Cities Association of Santa Clara County E‐Board Meeting as Secretary/Treasurer  to discuss the Budget proposal for the newly formed JPA, procedures to update Bylaws, and  future meeting dates/time.    Event 13.  Saturday February 24, 2024 @ 4:00pm, 2024 Taiwan Lantern Festival hosted by the  Northern California South Bay Taiwanese Association    Attended the 2024 Taiwan Lantern Festival representing Cupertino – a wonderful festival with  Arts and Craft, cultural performances, and traditional Lunar New Year food/goodies.    Event 14.  Monday February 26, 2024 @ 2:00pm, Silicon Valley Clean Energy Finance and  Administrative Committee Meeting    Attended and chaired the Finance and Administrative Committee meeting at Silicon Valley  Clean Energy office, received report on stress test in determining Reserve/Budget issues,  approved recommended February Budget update, information of personnel hiring and Policy  and Procedures update.    Event 15.  Tuesday February 27, 2024 @ 1:00pm ZOOM meeting with Cities Association E‐Board  members and Cisco     ZOOM meeting to go over May 22 Event at Cisco with President and Immediate Past President  of Cities Association of Santa Clara County, Executive Director of Cal Cities Peninsula Division,  and representative from Cisco.                                379 CC 03-05-2024 379 of 386 CITY OF CUPERTINO Agenda Item 23-12693 Agenda Date: 3/5/2024 Agenda #: 10. Subject: Cupertino Senior Center Bingo and Hidden Treasures Receive update on Cupertino Senior Center Bingo and Hidden Treasures CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™380 CC 03-05-2024 380 of 386 CITY COUNCIL INFORMATIONAL MEMORANDUM Meeting: March 5, 2024 To: Cupertino City Council From: Parks and Recreation Department Re: Cupertino Senior Center Bingo and Hidden Treasures Background Senior Center Bingo Activities The bingo operation by Senior Advisory Council has been a continuous part of the Senior Center activities since 1994. Bingo offerings are regulated by the Municipal Code Chapter 5.32. In 2018, staff worked with the City Attorney’s Office to bring forward a fee waiver for room use pertaining to the bingo program. Staffing changes have allowed for a more accurate interpretation of the Municipal Code requirements governing how the bingo program should be administered in Senior Center. The Director of Parks and Recreation, working with the City Attorney, has refined and clarified the process to meet those requirements. The bingo program is operated by the Senior Advisory Council. The Senior Advisory Council treasurer oversees the Advisory Council’s bank account and payments for the Bingo applications. The Senior Advisory Council appoints Bingo committee members responsible for any proceeds brought in by the Bingo operation and then disbursed in the daily winnings. Bingo funds, purchasing of supplies, and cards are all administered through the Senior Advisory Board’s bank account. Volunteers for the Senior Advisory Board will assist in selling supplies and running bingo games. If there are not enough volunteers available for the game, bingo is canceled for that day. City staff will only be responsible for setting up the room, which is consistent with any rental at the Senior Center. 381 CC 03-05-2024 381 of 386 Consistent with state law, staff are not involved in the operation, running the game, sales or purchasing of any equipment. Hidden Treasures The first Hidden Treasures event took place at the Senior Center in 2002. Hidden Treasures is a staff run event with immense support from senior center volunteers. The event accepts donations from the community and in turn sells the donations for reasonable prices. The proceeds are then used to cover the direct costs of the event, including rental expenses, marketing, and materials and supplies. The remaining amount is incorporated into the Stay Active Fund. The Stay Active Fund is a city administered fund that helps members ages 50 and over remain active and engaged at the Cupertino Senior Center. This fund provides financial assistance through scholarships for members to offset the cost of a Senior Center membership and registration for classes and events. This fund is also used to bring in specialized speakers, secure educational films, and purchase resource materials, etc. for events and programs that promote prevention and preparedness of aging issues such as the Health Fair. The Stay Active Fund is a general fund account within the Senior Center budget. The use of funds from the proceeds of the Hidden Treasures event are submitted for Council approval in one of the Quarterly budget updates each year. On February 21, 2024, the City Council accepted the City Manager’s mid-year financial report for fiscal year 2023-24. The key recommendations in that report included “Increase revenues by $12,414 and appropriations by $10,057 to account for Hidden Treasures proceeds.” The October 2023 Hidden Treasures revenue covered $1,168 in rental expenses, $457 in marketing, and $732 in materials and supplies. The remaining revenue is added to the Senior Center’s Stay Active Fund. Sustainability Impact No Sustainability Impact. Fiscal Impact Bingo – $17,750 for five years of facility fee waivers (approved by City Council July 16, 2019) Hidden Treasures – Fiscal year 2023-2024 increase revenues by $12,414 and appropriations by $10,057 (approved by City Council February 21, 2024) California Environmental Quality Act Not Applicable. 382 CC 03-05-2024 382 of 386 Prepared by: Rachelle Sander, Director of Parks and Recreation Reviewed by: Matt Morley, Assistant City Manager Chris Jensen, City Attorney Approved for Submission by: Pamela Wu, City Manager 383 CC 03-05-2024 383 of 386 CITY OF CUPERTINO Agenda Item 23-12696 Agenda Date: 3/5/2024 Agenda #: 11. Subject: Blackberry Farm Golf Course Fee Increase Receive update on Blackberry Farm Golf Course Fee Increase CITY OF CUPERTINO Printed on 2/28/2024Page 1 of 1 powered by Legistar™384 CC 03-05-2024 384 of 386 CITY COUNCIL INFORMATIONAL MEMORANDUM Meeting: March 5, 2024 To: Cupertino City Council From: Parks and Recreation Department Re: Blackberry Farm Golf Course Fee Increase Background At the July 18, 2023, City Council meeting, Councilmembers unanimously approved the Fiscal Year 2023-24 Fee schedule relating to annual CPI adjustment and recommended adding the golf course fee increase as a future agenda item. Councilmember Wei made a friendly amendment to approve the FY 2023-24 Fee Schedules as recommended and add the golf course fee increase and nexus study for traffic impact fee as future agenda items. Councilmember Chao accepted Councilmember Wei’s friendly amendment. The motion as amended by Councilmember Wei was carried unanimously. At the February 6, 2024, City Council meeting, the Council was presented with the cost allocation plan, user fee study, and cost recovery policy item. The staff report for this item reported that Parks and Recreation fees are market-driven and that fees will be administratively updated per Resolutions No. 04-350, authorizing the City Manager to set all recreation fees. Council consensus at the February 6, 2024, Council meeting agreed that Parks and Recreation fees should be based on market rate. To assess market rates for Blackberry Farm Golf Course fees, staff researched similar 9-hole courses in Santa Clara County. Results are shown in the chart below: 385 CC 03-05-2024 385 of 386 In chart: R = Resident, NR = Non-Resident Based on the results and rates of other similar 9-hole golf course charges, an announcement to increase the Blackberry Farm rates was made on February 26. On April 1, new fees will be as follows: In chart: R = Resident, NR = Non-Resident Customers will be notified of the fee increases through signs posted at Blackberry Farm Golf Course, a message on the webpage, e-blast, and social media posts. Sustainability Impact No Sustainability Impact. Fiscal Impact Based on previous years rounds and rentals the fee increase would bring in approximately $61,000 more revenue per fiscal year. California Environmental Quality Act Not Applicable. Prepared by: Rachelle Sander, Director of Parks and Recreation Reviewed by: Matt Morley, Assistant City Manager Chris Jensen, City Attorney Approved for Submission by: Pamela Wu, City Manager 386 CC 03-05-2024 386 of 386