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20-013 Moss Adams, LLP, Internal Audit Services
FIRST AMENDMENT TO AGREEMENT 20-013 BETWEEN THE CITY OF CUPERTINO AND MOSS ADAMS LLP FOR INTERNAL AUDIT SERVICES This First Amendment to Agreement 20-013 between the City of Cupertino and Moss Adams LLP, for reference dated 2/3/2020, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Moss Adams LLP, a limited liability partnership (“Contractor”) whose address is 999 Third Avenue Suite 2800, Seattle, WA 98122, and is made with reference to the following: RECITALS: A. On 2/3/2020, Agreement 20-213 (“Agreement”) was entered into by and between City and Contractor for internal audit services. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 2 of the Agreement is modified to read as follows: Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter in Place and Social Distancing Guidelines Requirement, attached here and incorporated as Exhibit A-A. 2. Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on December 31, 2020 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on January 21, 2020 and shall be completed by December 31, 2020. Exhibit B of the Agreement is modified as attached hereto. 3. Exhibit A-A, attached hereto, is added to the Agreement. 4. Exhibit B to the Agreement is replaced with the revised Exhibit B, attached hereto. 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONTRACTOR By Title Date CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Mark Steranka Partner Jun 16, 2020 Heather M. Minner Kristina Alfaro Jun 22, 2020 Director of Administrative Services Jun 22, 2020 EXHIBIT B SCHEDULE OF PERFORMANCE Phase 1 – Project Initiation and Ongoing Management (on or before December 31, 2020) 1.1 Conduct kickoff meeting to confirm objectives, participants, schedule, and deliverables. 1.2 Conduct project management and progress reporting. 1.3 Provide quality assurance of all deliverables. Phase 2 – Fact Finding (on or before December 31, 2020) 2.1 Request and review relevant documents, including, but not limited to, organizational charts, employee list, relevant policies and procedures, process documentation, internal controls listings, asset inventories, capital and operating plans, regulatory requirements, budgets, and audit and financial reports. 2.2 Conduct confidential interviews with key stakeholders, including members of City Council, members of the Audit Committee, and Department Directors. 2.3 Conduct walk-throughs by spending time physically walking through functions. This step is more than a tour and includes a “roving interview” where we’ll learn about key processes. Time will be spent gaining an overall visual understanding related to potential areas of risk. 2.4 Develop and administer a secure, web-based survey to provide an opportunity to gain input from all City management. We utilize web-based surveys to provide broad-based audiences a mechanism to provide input. These tools are confidential, cost-effective, and secure. 2.5 Document risks based on document review, interviews, and walkthroughs. Typical areas of focus encompass general operations and specific functions such as management, organization and staffing, governance, internal controls, technology, human resources, legal, compliance, procurement, accounting and financial reporting, and risk management. 2.6 Present preliminary risks to give the City a chance to verify facts to make sure the basis for each area of risk is accurate and valid. Phase 3 – Analysis (on or before December 31, 2020) 3.1 Assess risks and define them through the following components: • Current situation description • Risk level – level of uncertainty • Likelihood – probability of a negative event occurring • Impact – level of significance should a negative event occur • Risk trajectory – direction of where risk is headed in the future • Risk mitigation actions • Residual risk 3.2 Document assessment results by area of focus and translate results into a score for each area. 3.3 Present draft risk assessment to ensure the assessment is responsive to the City’s expectations and needs. Phase 4 – Reporting (on or before December 31, 2020) 4.1 Submit draft report, which will consist of an executive summary with overall risk ratings, methodology, risk assessment by area of focus, and survey results. 4.2 Revise draft report based on feedback from the City, and submit the final risk assessment. 4.3 Translate risk assessment results into a recommended, prioritized audit plan, and review the audit plan with the City. 4.4 Present final risk assessment report and audit plan to the Audit Committee and City Council. Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 First Amendment to Agreement, Moss Adams LLP for Internal Audit Services Final Audit Report 2020-06-22 Created:2020-06-15 By:Mariela Vargas (marielar@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAJdruR0ThfxwZRINPVmzD1e2iVHFLAQw_ "First Amendment to Agreement, Moss Adams LLP for Internal A udit Services" History Document created by Mariela Vargas (marielar@cupertino.org) 2020-06-15 - 4:59:37 PM GMT- IP address: 64.165.34.3 Document emailed to Mariela Vargas (marielar@cupertino.org) for approval 2020-06-15 - 4:59:42 PM GMT Document approved by Mariela Vargas (marielar@cupertino.org) Approval Date: 2020-06-16 - 7:09:26 PM GMT - Time Source: server- IP address: 174.85.76.209 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-06-16 - 7:09:29 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-06-16 - 7:30:04 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Mark Steranka (mark.steranka@mossadams.com) for signature 2020-06-16 - 7:30:06 PM GMT Email viewed by Mark Steranka (mark.steranka@mossadams.com) 2020-06-16 - 7:36:10 PM GMT- IP address: 73.254.163.38 Document e-signed by Mark Steranka (mark.steranka@mossadams.com) Signature Date: 2020-06-16 - 8:50:51 PM GMT - Time Source: server- IP address: 73.254.163.38 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-06-16 - 8:50:53 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-06-20 - 10:53:50 PM GMT- IP address: 45.41.142.13 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-06-20 - 10:54:31 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2020-06-20 - 10:54:33 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2020-06-22 - 1:26:09 PM GMT- IP address: 104.47.46.254 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2020-06-22 - 1:26:55 PM GMT - Time Source: server- IP address: 208.82.101.101 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-06-22 - 1:26:56 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-06-22 - 3:34:40 PM GMT- IP address: 104.47.45.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-06-22 - 3:34:50 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to cyrahc@cupertino.org, Kirsten Squarcia (kirstens@cupertino.org), Mark Steranka (mark.steranka@mossadams.com), Araceli Alejandre (aracelia@cupertino.org), and 3 more 2020-06-22 - 3:34:50 PM GMT CITY OF I PROFESSIONAL/CONSULTING SERVICES AGREEMENT I CUPERTINO 1. PARTIES This Agreement is made and entered into as of February 3, 2020 ("Effective Date")by and between the City of Cupertino, a municipal corporation ("City"), and Moss Adams LLP ("Contractor"), a limited liability partnership for internal audit services 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2020 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on January 21,2020 and shall be completed by June 30, 2020. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time,resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $50,000 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty(30) days of completion of Services,Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Project Page 1 of 8 Professional/Consulting Contracts/Version:May 22,2018 5. INDEPENDENT CONTRACTOR 51 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits,worker's compensation or other benefits from the City. 52 Contractor's Qualifications. Contractor represents on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 55 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) in any reports and other completed deliverables prepared by Contractor in connection with this Agreement and delivered to the City,excluding any Contractor Material(defined below)contained or embodied therein("Work Product")will be the exclusive property of the City and shall not be shown to any third-party unless required by law or court order without prior written approval of City.Contractor may retain a copy of Work Product for archival purposes. Contractor shall own its working papers and any engagement documentation, and any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, materials, or other intellectual property which may have been discovered, created, received, or developed by Contractor either prior to or as a result of providing services under the Agreement (collectively, "Contractor Materials"). The City shall have a non-exclusive, non- transferable license to use Contractor Materials for its own internal use and only for the purposes Select one Page 2 of 8 Professional/Consulting Contracts lVersion:May 22,2018 for which they are delivered to the extent they form part of a Work Product. Notwithstanding anything to the contrary in this Agreement, Contractor and its personnel are free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of this Agreement so long as they acquire and apply such information without any unauthorized use or disclosure of confidential or proprietary information of the City. 71 Copyright. To the extent permitted by Title 17 of U.S. Code,all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 73 Patents and Licenses.Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented,trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights,City may use the Work Product of Contractor or its sub-contractors prepared or created under this Agreement,to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services;and/or (d) Other City projects. 75 Deliverables and Format.Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%)or more of the voting power of the business entity. Select one Page 3 of 8 Professional/Consulting Contracts Mersion:May 22,2018 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract,without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law,Contractor shall indemnify, defend and hold harmless City,its City Council,boards and commissions,officers,officials,employees, agents, servants,volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability,damages,claims,actions,causes of action,demands,charges,losses,costs and expenses(including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature to the extent caused by: (a) Contractor's breach of contract, obligations,representations or warranties; (b) Contractor's negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury or property damage (and any economic loss resulting firm such loss or damage)resulting from the work or performance of Contractor or its subcontractors or sub- subcontractors; (d) Contractor's unauthorized use or disclosure of City's confidential and proprietary Information; (e) Contractor's infringement or violation of a U.S.patent or copyright,trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the reasonable costs City incurs in notifying Contractor of receipt of a third-party claim relating to this Agreement in accordance with California Public Contract Code Section 9201. The City shall provide Contractor with prompt written notice of such claim and cooperate with Contractor in handling the claim.Contractor shall be entitled to control the handling of such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement.Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations Select one Page 4 of 8 Professional/Consulting ContractslVersion:May 22,2018 i covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. i 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS)or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section I 1 of this Agreement. 14. PROJECT COORDINATION i City Project Manager. The City assigns Deborah L. Feng, City Manager as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Select one Page 5 of 8 Professional/Consulting Contracts Version:May 22,2018 Contractor Project Manager. Subject to City approval, Contractor assigns Mark Steranka as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays,as required under the Scope of Services.City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent(10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court.If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action,files a complaint or cross-complaint,or pursues arbitration,appeal,or other proceedings to enforce its rights or a judgment in connection with this Agreement, if a court of appropriate jurisdiction makes a final determination regarding prevailing party fees, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. All services shall be solely for City's informational purposes and internal use, and this contract creates no privity between Contractor and any person or party other than City ("third party").None of Contractor's services are intended for the express or implied benefit of any third party, and no third party is entitled to rely on the services Contractor provides to City. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract Page 6 of 8 Professional/Consulting Contracts/version:May 22,2018 provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto,the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either parry may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: Select one Page 7 of 8 Professional/Consulting Contracts/Version:May 22,2018 To City of Cupertino To Contractor: Moss Adams LLP 10300 Torre Avenue 999 Third Avenue Suite 2800 Cupertino,CA 95014 Seattle, WA 98122 Attention: Deborah L. Feng Attention: Mark Steranka with copy to General Email: debf@cupertino.org Counsel Email: mark.steranka mossadams.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b)is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right,power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. 29. LIMITATION ON LIABILITY EXCEPT FOR CONTRACTOR'S LIABILITY UNDER SECTIONS 11.1(C)AND (E), CONTRACTOR'S TOTAL LIABILITY TO CITY FOR ANY AND ALL DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT FROM ANY CAUSE, INCLUDING BUT NOT LIMITED TO CONTRACT LIABILITY OR CONTRACTOR'S NEGLIGENCE,ERRORS, OMISSIONS, STRICT LIABILITY,BREACH OF CONTRACT OR BREACH OF WARRANTY SHALL NOT, IN THE AGGREGATE, EXCEED TWO MILLION DOLLARS ($2,000,000). CITY'S TOTAL LIABILITY TO CONTRACTOR FOR ANY AND ALL DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL NOT,IN THE AGGREGATE, EXCEED THE FEES PAID TO CONTRACTOR UNDER THIS AGREEMENT. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. MOSS ADAMS LLP CITY OF CUPERTINO A Municipal Corporation By By Name Mark Steranka Name-� -�� h L Title Partner Title e5� Select one Page 8 of 8 Professional/Consulting Contracts/Version:May 22,2018 Date 02-03-20 Date Tax I.D.No.: 91-0189318 APPROVED AS TO FORM: ,— � HEATHER M. MINNER Cupertino City Attorney ATTEST: k�,� ZItb � KIRSTEN SQUAB IA City Clerk 1197457.1 Select one I Page 9 of 8 Professional/Consulting Contracts/Version:May 22,2018 EXHIBIT A SCOPE OF SERVICES Phase 1—Project Initiation and Ongoing Management 1.1 Conduct kickoff meeting to confirm objectives,participants,schedule,and deliverables. 1.2 Conduct project management and progress reporting. 1.3 Provide quality assurance of all deliverables. Phase 2—Fact Finding 2.1 Request and review relevant documents, including, but not limited to, organizational charts, employee list, relevant policies and procedures, process documentation, internal controls listings, asset inventories, capital and operating plans, regulatory requirements, budgets, and audit and financial reports. 2.2 Conduct confidential interviews with key stakeholders, including members of City Council, members of the Audit Committee, and Department Directors. 2.3 Conduct walk-throughs by spending time physically walking through functions.This step is more than a tour and includes a "roving interview"where we'll learn about key processes.Time will be spent gaining an overall visual understanding related to potential areas of risk. 2.4 Develop and administer a secure,web-based survey to provide an opportunity to gain input from all City management.We utilize web-based surveys to provide broad-based audiences a mechanism to provide input.These tools are confidential, cost-effective, and secure. 2.5 Document risks based on document review, interviews, and walkthroughs. Typical areas of focus encompass general operations and specific functions such as management,organization and staffing,governance, internal controls,technology, human resources, legal,compliance, procurement, accounting and financial reporting, and risk management. 2.6 Present preliminary risks to give the City a chance to verify facts to make sure the basis for each area of risk is accurate and valid. Phase 3—Analysis 3.1 Assess risks and define them through the following components: • Current situation description • Risk level—level of uncertainty • Likelihood—probability of a negative event occurring • Impact—level of significance should a negative event occur • Risk trajectory—direction of where risk is headed in the future • Risk mitigation actions • Residual risk 3.2 Document assessment results by area of focus and translate results into a score for each area. 3.3 Present draft risk assessment to ensure the assessment is responsive to the City's expectations and needs. Phase 4—Reporting 4.1 Submit draft report,which will consist of an executive summary with overall risk ratings, methodology, risk assessment by area of focus, and survey results. 4.2 Revise draft report based on feedback from the City, and submit the final risk assessment. 4.3 Translate risk assessment results into a recommended, prioritized audit plan, and review the audit plan with the City. 4.4 Present final risk assessment report and audit plan to the Audit Committee and City Council. EXHIBIT B SCHEDULE OF PERFORMANCE Phase 1—Project Initiation and Ongoing Management(on or before June 30, 2020) 1.1 Conduct kickoff meeting to confirm objectives,participants,schedule,and deliverables. 1.2 Conduct project management and progress reporting. 1.3 Provide quality assurance of all deliverables. Phase 2—Fact Finding(on or before June 30,2020) 2.1 Request and review relevant documents, including, but not limited to, organizational charts, employee list, relevant policies and procedures, process documentation,internal controls listings, asset inventories, capital and operating plans, regulatory requirements, budgets, and audit and financial reports. 2.2 Conduct confidential interviews with key stakeholders, including members of City Council, members of the Audit Committee,and Department Directors. 2.3 Conduct walk-throughs by spending time physically walking through functions.This step is more than a tour and includes a"roving interview"where we'll learn about key processes.Time will be spent gaining an overall visual understanding related to potential areas of risk. 2.4 Develop and administer a secure,web-based survey to provide an opportunity to gain input from all City management. We utilize web-based surveys to provide broad-based audiences a mechanism to provide input.These tools are confidential, cost-effective, and secure. 2.5 Document risks based on document review, interviews, and walkthroughs.Typical areas of focus encompass general operations and specific functions such as management, organization and staffing,governance, internal controls,technology, human resources, legal, compliance, procurement, accounting and financial reporting,and risk management. 2.6 Present preliminary risks to give the City a chance to verify facts to make sure the basis for each area of risk is accurate and valid. Phase 3—Analysis(on or before June 30,2020) 3.1 Assess risks and define them through the following components: • Current situation description • Risk level—level of uncertainty • Likelihood—probability of a negative event occurring • Impact—level of significance should a negative event occur • Risk trajectory—direction of where risk is headed in the future • Risk mitigation actions • Residual risk 3.2 Document assessment results by area of focus and translate results into a score for each area. 3.3 Present draft risk assessment to ensure the assessment is responsive to the City's expectations and needs. Phase 4—Reporting(on or before June 30,2020) 4.1 Submit draft report,which will consist of an executive summary with overall risk ratings, methodology, risk assessment by area of focus, and survey results. 4.2 Revise draft report based on feedback from the City, and submit the final risk assessment. 4.3 Translate risk assessment results into a recommended, prioritized audit plan, and review the audit plan with the City. 4.4 Present final risk assessment report and audit plan to the Audit Committee and City Council. EXHIBIT C COMPENSATION BudgetSchedule and Schedule; Enterprise risk assessment reports typically take three to four months to complete from project start up to submittal of the final report. Budget for Enterprise Risk Assessment Report: Estimated fees and expenses not to exceed$50,000. Additional fees for carrying out the audit plan services are separate from the Enterprise Risk Assessment Report and will be established via amendment to this contract. Billing Rates: Partner $300 to$350 Director $300 to$350 Senior Manager $250 to$300 Manager $225 to$250 Senior $200 to$225 Staff $150 to$200 EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01 or equivalent). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04 or equivalent)or it shall be twice the required occurrence limit. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13)or equivalent. a The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 or equivalent covering any auto(including owned,hired, and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. f Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. b Insurance must be maintained for at least five(5)years after completion of the Services. a If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting"coverage for a minimum of five (5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers,officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy(blanket endorsement acceptable). General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used, or the equivalent of these forms). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to Contractor; Contractor will provide the City with notice. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein on CGL, auto, and the Workers' Compensation policies; these policies shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention that applies to the above described policies (except for Professional Liability)must be declared to the City. Acceptability of Insurers Insurers must be authorized to do business in California with an A.M.Best Rating of A-VII,or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all relevant policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience,insurer or other special circumstances,with not less than ninety(90) days prior written notice. 1199040.1 Exh. D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 A��" CERTIFICATE OF LIABILITY INSURANCE 7ATE 16/2020 Y' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-847-385-6800 CONTACT NAME: John Hecht Edgewood Partners Insurance Center PHONE FAX Lemme, a division of EPIC Ac o Ext• 847-385-6800 A/C No: E-MAIL PSGCerts@lemme.com 111 West Campbell ADDRESS: 4th Floor INSURERS AFFORDING COVERAGE NAIC# Arlington Heights, IL 60005 INSURER A: Scottsdale Ins Co and various insurers INSURED INSURER B Moss Adams LLP INSURER C: 999 Third Avenue INSURER D: Suite 2800 INSURER E: Seattle, WA 98104 INSURERF: COVERAGES CERTIFICATE NUMBER: 58355072 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. INS A S R TYPE OF INSURANCE ISD R WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERALLIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAMAGETO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JECT PRO- ❑ LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFF ICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability HWS0000084 07/01/19 07/01/20 Each Claim 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014-3202 USA D -J' ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Rita.Rizzo@lemme.com LEM 58355072 ACC® DATE01/6/DDD OYYY) CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this w certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 'O NAME: Aon Risk Services Central, Inc. PHONE (312) 381-1000 FAx (312) 381-7007 d Chicago IL office (A/C.No.Ext): AIC.No.: -a 200 East Randolph Chicago IL 60601 USA ADDRESS: 2 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: National Fire Ins. CO. Of Hartford 20478 MOSS Adams LLP INSURER B: Valley Forge Insurance CO 20508 999 Third Avenue suite 2800 INsuRERc: American Casualty Co. of Reading PA 20427 Seattle WA 98104 USA INSURER D: The continental Insurance Company 35289 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570080220767 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested NSR TYPE OF INSURANCE ADD SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DDIYYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY 5088714197 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR General Liability DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP(Any one person) $15,000 PERSONAL B ADV INJURY $1,000,000 GENERAL AGGREGATE $Z,000,OOO r` GEN'L AGGREGATE LIMITAPPLIES PER: N POLICY ❑PRO LOC PRODUCTS-COMP/OPAGG $2,000,000 JECT 0 0 OTHER: r B AUTOMOBILE LIABILITY 5088714166 10/31/2019 10/31/2020 COMBINED SINGLE LIMIT $1,000,000 Auto Ea accident ANY AUTO BODILY INJURY(Per person) Z OWNED SCHEDULED BODILY INJURY(Per accident) w AUTOS ONLY AUTOS PROX HIRED AUTOS y, NON-OWNED (por TYDAMAGE U ONLY AUTOS ONLY Per accident ;_ 0) D UMBRELLA LIAR H OCCUR 6045509936 10/31/2019 10/31/2020 EACH O1CCURRENCE $2,000,000 XU EXCESS LIAR CLAIMS-MADE umbrella AGGREGATE $2,000,000 DED RETENTION C WORKERS COMPENSATION AND wC 5 88714183 10/31/2019 10/31/2020 X PER STATUTE ORTH- EMPLOYERS'LIABILITY YIN workers Compensation ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 D OFFICER/MEMBEREXCLUDED? NIA wC 5 88714216 10/31/2019 10/31/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000— DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Cupertino, its officers, officials, employees, or volunteers are added as Additional Insured as respects the General �..a Liability and Automobile Liability as required per written contract. umbrella is a follow form. 30-day notice of cancellation - except 10 days for non-payment. General Liability and Auto Liability are primary and non-contributory to other insurance available to the certificate holder, but only to the extent required by written contract with the insured. A waiver of subrogation in favor of Additional Insured as respect the General Liability, Auto Liability and workers Compensation pursuant to a written contract. CERTIFICATE HOLDER CANCELLATION iitl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 5d EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. city Of Cupertino AUTHORIZED REPRESENTATIVE r� 10300 Torre Avenue a`G� Cupertino, CA 95014-3202 USA A w ,L ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74879XX (1-15) Policy No: 5088714197 Page 1 of 4 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 10/31/2019 Insured Name: MOSS ADAMS LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk 0 vaults, street banners, or decorations and similar exposures; or N 0 b. the construction, erection, or removal of elevators; or N c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74879XX (1-15) Policy No: 5088714197 Page 2 of 4 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 10/31/2019 Insured Name:MOSS ADAMS LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f,above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74879XX (1-15) Policy No: 5088714197 Page 3 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 10/31/2019 Insured Name: Moss ADAMS LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products-completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION 0 Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74879XX (1-15) Policy No: 5088714197 Page 4 of 4 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 10/31/2019 Insured Name:MOSS ADAMS LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 20. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: m 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. 0 However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74879XX (1-15) Policy No: 5088714197 Page 13 of 13 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 10/31/2019 Insured Name: MOSS ADAMS LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Business Auto Policy Policy Endorsement EXTENDED COVERAGE - BA PLUS - FOR HIRED AND NON-OWNED AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee-Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss B. Knowledge of Documents C. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non-Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form No: CNA8370OXX (10-2015) Policy No: BUA 5088714166 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/31/2019 Endorsement No: 8; Page: 1 of 4 Policy Page: 41 of 55 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 °Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: (1) The end of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO IS AN INSURED of this Coverage Form. 4. Employee-Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. 11. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B. Broadened Electronic Equipment Coverage Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5. Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA83700XX (10-2015) Policy No: BUA 5088714166 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/31/2019 Endorsement No: 8; Page: 2 of 4 Policy Page: 42 of 55 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Business Auto Policy CNAPolicy Endorsement a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: (1) Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4) If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA8370OXX (10-2015) Policy No:BUA 5088714166 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/31/2019 Endorsement No: 8; Page: 3 of 4 Policy Page: 43 of 55 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. NCA Business Auto Policy Policy Endorsement Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged i This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. i i I i i Form No: CNA83700XX (10-2015) Policy No:BUA 5088714166 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/31/2019 Endorsement No: 8; Page: 4 of 4 Policy Page: 44 of 55 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED. 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71527XX (10-2012) Policy No:BUA 5088714166 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/31/2019 Endorsement No: 7; Page: 1 of 1 Policy Page: 40 of 55 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement ' BLANKET WAIVER OF OUR • RECOVER FROMOTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G-19160-B (11-1997) Policy No:WC 5 88714183 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/31/2019 Endorsement No: 2; Page: 1 of 1 Policy Page: 33 of 56 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved.