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21-194 Amendment #1 dated 06-01-2022
1 FIRST AMENDMENT TO AGREEMENT 299 BETWEEN THE CITY OF CUPERTINO AND MOSS ADAMS FOR CONSULTING SERVICES AGREEMENT FOR INTERNAL AUDIT SERVICES This First Amendment to Agreement 299 between the City of Cupertino and Moss Adams is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Moss Adams, a Limited Liability Company (“Contractor”) whose address is 999 Third Avenue Suite 2800, Seattle, WA 98104, and is made with reference to the following: RECITALS: A. On August 23, 2021 Agreement 299 (“Agreement”) was entered into by and between City and Contractor for Consulting Services Agreement 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 3.1 Time of Performance is modified to read as follows: This Agreement begins on the Effective date and ends on June 30, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2023. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date MOSS ADAMS By Title Date Jun 1, 2022 Consulting Managing Partner Christopher D. Jensen Director of Administrative Services Jun 1, 2022 Jun 1, 2022 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable 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). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever 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 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 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 claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits 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. Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 3 6 1 6 0 6 5 5 5 3 3 3 0 7 6 2 7 1 6 4 4 6 2 0 5 4 5 7 7 0 74 5 3 1 3 6 7 6 2 4 0 6 2 1 0 0 7 3 7 5 0 5 7 6 0 5 7 3 3 1 0 3 0 7 6 2 5 1 4 0 0 2 0 7 6 0 1 1 3 0 71 6 2 0 1 1 3 7 2 2 7 0 1 1 2 0 7 1 2 6 2 3 7 5 3 2 0 3 6 7 3 0 0 7 7 6 6 4 1 5 1 7 6 4 5 6 7 1 6 0 73 4 0 0 1 1 7 5 0 2 3 6 5 1 2 0 7 7 7 2 7 2 5 2 0 2 5 7 7 3 1 1 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 66 6 6 6 6 6 6 0 6 0 6 0 6 0 0 0 6 2 6 0 6 4 6 6 2 0 4 4 4 6 2 0 0 6 2 2 2 2 0 4 0 6 0 0 4 2 0 2 2 0 62 2 2 0 0 4 2 4 0 2 4 0 2 0 0 0 6 0 0 2 2 2 4 2 6 2 2 6 2 0 0 2 0 6 2 2 0 0 2 4 0 4 0 0 6 2 0 2 0 0 62 2 2 2 0 4 2 4 0 0 4 2 0 2 2 0 6 2 2 0 2 0 4 0 6 2 2 4 2 2 0 0 0 6 2 2 2 2 2 4 2 6 0 2 4 0 2 2 0 0 62 2 0 2 0 4 0 4 0 2 2 0 6 0 0 0 6 6 6 4 6 0 6 2 2 4 0 6 6 4 4 4 0 6 6 6 6 6 6 6 0 6 0 0 0 6 0 6 0 0 6 Ce r t i f i c a t e N o : 57 0 0 9 0 1 2 1 9 1 0 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/01/2021 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Central, Inc. Chicago IL Office 200 East Randolph Chicago IL 60601 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (312) 381-1000 INSURED 20478National Fire Ins. Co. of HartfordINSURER A: 35289The Continental Insurance CompanyINSURER B: 20427American Casualty Co. of Reading PAINSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.):(312) 381-7007 CONTACT NAME: Moss Adams LLP 999 Third Avenue Suite 2800 Seattle WA 98104 USA COVERAGES CERTIFICATE NUMBER:570090121910 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 POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $15,000 $1,000,000 $2,000,000 $2,000,000 A 10/31/2021 10/31/2022 General Liability 5088714197 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident)X X BODILY INJURY (Per accident) $1,000,000B10/31/2021 10/31/2022 Auto COMBINED SINGLE LIMIT (Ea accident) 5088714166 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $2,000,000 $2,000,000 10/31/2021 Umbrella UMBRELLA LIABB 10/31/20226045509936 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTEB10/31/2021 10/31/2022 Workers Compensation 5088714216C 10/31/2021 10/31/2022 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 5088714183 DESCRIPTION OF OPERATIONS / LOCATIONS / 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 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 is 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. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CNA PARAMOUNT General Liability ExtensionEndorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART 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 with respect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured -Primary And Non-Contributory To Additional Insured’s Insurance 3.Bodily Injury –Expanded Definition 4.Broad Knowledge of Occurrence/Notice of Occurrence 5.Broad Named Insured 6.Estates,Legal Representatives and Spouses 7.Expected Or Intended Injury –Exception for Reasonable Force 8.In Rem Actions 9.Incidental Health Care Malpractice Coverage 10.Joint Ventures/Partnership/Limited Liability Companies 11.Legal Liability –Damage To Premises 12.Medical Payments 13.Non-owned Aircraft Coverage 14.Non-owned Watercraft 15.Personal And Advertising Injury –Discrimination or Humiliation 16.Personal And Advertising Injury -Contractual Liability 17.Property Damage -Elevators 18.Supplementary Payments 19.Unintentional Failure To Disclose Hazards 20.Waiver of Subrogation –Blanket 5088714197PolicyNo: 1EndorsementNo: CNA74879XX (1-15) Page 1 of 5 Nat'l Fire Ins Co of Hartford 10/31/2021EffectiveDate: MOSS ADAMS LLPInsuredName: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 30 0 2 0 0 0 9 7 5 0 8 8 7 1 4 1 9 7 4 6 6 9 CNA PARAMOUNT General Liability ExtensionEndorsement 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. 5088714197PolicyNo: 1EndorsementNo: CNA74879XX (1-15) Page 2 of 5 Nat'l Fire Ins Co of Hartford 10/31/2021EffectiveDate: MOSS ADAMS LLPInsuredName: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT General Liability ExtensionEndorsement 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 vaults,street banners,or decorations and similar exposures;or b.the construction,erection,or removal of elevators;or 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. 5088714197PolicyNo: 1EndorsementNo: CNA74879XX (1-15) Page 3 of 5 Nat'l Fire Ins Co of Hartford 10/31/2021EffectiveDate: MOSS ADAMS LLPInsuredName: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 30 0 2 0 0 0 9 7 5 0 8 8 7 1 4 1 9 7 4 6 7 0 CNA PARAMOUNT General Liability ExtensionEndorsement 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. 5088714197PolicyNo: 1EndorsementNo: CNA74879XX (1-15) Page 4 of 5 Nat'l Fire Ins Co of Hartford 10/31/2021EffectiveDate: MOSS ADAMS LLPInsuredName: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT General Liability ExtensionEndorsement 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 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. 5088714197PolicyNo: 1EndorsementNo: CNA74879XX (1-15) Page 5 of 5 Nat'l Fire Ins Co of Hartford 10/31/2021EffectiveDate: MOSS ADAMS LLPInsuredName: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 30 0 2 0 0 0 9 7 5 0 8 8 7 1 4 1 9 7 4 6 7 1 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 A. 1. 2. I. AMENDMENTS TO LIABILITY COVERAGE 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: 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. Newly Acquired Organizations BUA 5088714166 Endorsement No: 9; Page: 1 of 4 Policy Page: 42 of 57 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA83700XX (10-2015) Endorsement Effective Date: Policy No: Policy Effective Date: 10/31/2021Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Business Auto Policy Policy Endorsement a. (1) (2) b. 3. 4. i. ii. B. C. A. B. 5. 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: Is effective on the date of acquisition or formation of the organization, and applies until: The end of the policy period of this Coverage Form; or The next anniversary of this Coverage Form’s inception date, whichever is earlier; and Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 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. 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: Which are no longer in force; or Whose limits have been exhausted. Increased Loss of Earnings Allowance Under SECTION II – 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. Fellow Employee Coverage Under SECTION II – COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE 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. 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: Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: BUA 5088714166 Endorsement No: 9; Page: 2 of 4 Policy Page: 43 of 57 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA83700XX (10-2015) Endorsement Effective Date: Policy No: Policy Effective Date: 10/31/2021Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Business Auto Policy Policy Endorsement a. b. (1) (2) (3) III. A. (4) B. (6) C. D. E. 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 Designed to be operated solely by use of the power from the auto’s electrical system and is: Removable from a housing unit which is permanently installed in or upon the covered auto; An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or Necessary for the normal operation of the covered auto or the monitoring of the covered auto’s operating system. AMENDMENTS TO BUSINESS AUTO CONDITIONS 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): 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. 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): 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. 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. 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. Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: BUA 5088714166 Endorsement No: 9; Page: 3 of 4 Policy Page: 44 of 57 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA83700XX (10-2015) Endorsement Effective Date: Policy No: Policy Effective Date: 10/31/2021Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Business Auto Policy Policy Endorsement IV. A. 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. AMENDMENTS TO DEFINITIONS 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 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. BUA 5088714166 Endorsement No: 9; Page: 4 of 4 Policy Page: 45 of 57 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA83700XX (10-2015) Endorsement Effective Date: Policy No: Policy Effective Date: 10/31/2021Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. 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. WC 5 88714216 Endorsement No: 13; Page: 1 of 1 Policy Page: 208 of 331 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Form No: WC 00 03 13 (04-1984) Endorsement Effective Date: Policy No: Policy Effective Date: 10/31/2021Endorsement Expiration Date: Copyright 1983 National Council on Compensation Insurance. 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