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HomeMy WebLinkAboutBaker Tilly US, LLP - 2023-05-02 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND BAKER TILLY US, LLP FOR A CITYWIDE STRATEGIC PLAN THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Baker Tilly US, LLP, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide a citywide Strategic Plan; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Carol Jacobs who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 23-12719/307797 1 of 12 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on ly ,2M. , 20 2.3 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one (1) year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Twenty Nine Thousand Eight Hundred Dollars ($29,800). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 23-12719/307797 2 of 12 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: 23-12719/307797 3 of 12 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance 23-12719/307797 4 of 12 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; 23-12719/307797 5 of 12 B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by 23-12719/307797 6 of 12 CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. 23-12719/307797 7 of 12 CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Baker Tilly US, LLP ATTN: City Manager ATTN: Carol Jacobs 2000 Main Street 18500 Von Karman Avenue, 10th Floor Huntington Beach, CA 92648 Irvine, CA 92612 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any 23-12719/307797 8 of 12 provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and•any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the 23-12719/307797 9 of 12 scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity 23-12719/307797 10 of 12 to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 23-12719/307797 11 of 12 CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of th State of BAKER TILLY US, LLP Californi &al Utte-441,) By: C � Director/Chief Carol Jacobs,Managing Director ursuant To HBMC sC3.03,100) print name APPROVED AS TO FORM: ITS: (circle one)Chairman/PresidentNice President AND By: City Attorney at/ to print name ITS: (circle one)Secretary/Chief Financial Officer/Asst, RECEIVE AND FILE: Secretary—Treasurer L?? City Clerk Date <SjZ/23 23-12719/307797 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) SEE ATTACHED EXHIBIT A B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT A The City of Huntington Beach April 7, 2023 • Goals state the desired outcomes to be achieved over a period of years. They provide the"why" of the specific actions the organization will take. • Strategies are the means to achieve multi-year goals. They are measurable,with specific resources assigned, timeframes allocated, and responsibilities determined. Generally, several strategies are established for each goal. • Success indicators express the results that are desired. Indicators (often called metrics) should answer: How will we know if we are successful at achieving what we set out to do? • An implementation action plan is the blueprint for carrying out the strategic plan. It is a management tool to help the organization ensure that goals are attained. • Reporting on progress in implementing the strategic plan is a key element. As part of the process, a reporting structure and timeline is created. It can range from a quarterly update of each goal and strategy, to a semi-annual review, once as part of the budget process and again in six months, with adjustments made to reflect changing conditions and accomplishments. Proposed plan of work Based on our experience with strategic planning and our understanding of your needs, we have prepared a detailed plan of work. Our process provides for ongoing and meaningful collaboration between our staff and yours. We will provide expert advice, facilitation, and preparation of the strategic plan document and all its component parts. Throughout the engagement,we will be collaborating with you to ensure the desired results are achieved. We envision a combination of remote and in-person work. We expect to conduct meetings remotely and hold workshops in person. This framework is amenable to refinement to ensure it meets your specific needs and objectives. City staff will be integrally involved in developing the Strategic Plan. The table below shows the anticipated roles of Huntington Beach's staff and our team: CITY STAFF BAKER TILLY • Schedule meetings and handle workshop • Design overall process and create detailed logistics schedule • Participate in gap analysis • Interview key stakeholders • Manage communications with stakeholders o City Council • Produce final strategic plan o Department heads (focus group) • Present Strategic Plan to City Council • Facilitate workshop • Create an Implementation Action Plan template • Meet with Executive Team on Implementation Action Plan Activity 1 —Start project and conduct a kickoff meeting Our team will begin with an initial meeting with you and your project team. During this meeting (which will be conducted remotely)we will review a draft work plan and schedule for the strategic planning process as well as the roles of the parties. Based on feedback received at that meeting, we will adjust the process as needed. We will then meet with you and your executive team. During this meeting we will review the project process and schedule, explain how they and others will be involved, answer questions, and hear their input about what will help the overall process be successful. This meeting will be conducted remotely. 2 The City of Huntington Beach April 7, 2023 Similar to other projects we have completed for the City, the project start-up activity will form the basis of a collaborative relationship between Baker Tilly's team and your team. These initial planning meetings will afford the opportunity to share information, establish communication protocols and refine the schedule and work plan. Activity 2— Gather and analyze information Next, we will gather information about the City and potential goals by conducting interviews and reviewing various documents. We will analyze this information once gathered as it will provide important input into creating the workbooks containing the draft materials to be used in the workshop. This activity is comprised of the following tasks: • Conduct Interviews. We will interview all members of the City Council and you and your executive team. The purpose of these interviews is to obtain input for both the governance team relations workshop and the strategic plan. Examples of interview questions include: • What are some key accomplishments of the City over the past two years? • What major challenges are facing the City? • What are your priorities over the next three to five years? • What is working well now with Council/staff relations and governance? • What governance issues could be helpful to discuss in a workshop? • At the conclusion of the interviews, we will prepare a summary of the major themes. • Review Relevant Documents.We will review other background materials to understand existing priorities and other planning initiatives that will be important for developing the strategic plan. Activity 3— Prepare for and facilitate strategic planning workshop Next,we will facilitate a workshop involving the Mayor and Council members, you, and designated members of the executive team to review the information gathered in the previous activities and establish the goals and strategies. To prepare for the workshop, the following tasks will be completed: • Determine workshop participants and coordinate logistics.We will coordinate logistics with staff, including location, room setup and other aspects necessary to set the stage for productive sessions for all participants. • Prepare draft agenda and workshop materials.We will prepare a detailed agenda for the workshop, as well as a briefing workbook with workshop materials. The agenda will likely include the following components, subject to discussions with project leaders: • Review and discuss the results of stakeholder input • Review and confirm or modify multi-year, broad goals • Identify strategies to achieve each of the goals • Discuss the factors that will contribute to the success of the strategic plan • Determine how progress will be reported once the strategic plan is adopted Our strategic planning workshops are engaging and interactive and are designed to ensure full participation. • We use a combination of facilitation techniques including small and large group discussions and typically change small groups at least once during the workshop to mix the participants. • Because we are former local government practitioners, we are attuned to helping workshop participants clarify issues. We understand how to address sensitive issues in a neutral, non- 3 The City of Huntington Beach April 7, 2023 confrontational manner. Following the workshop, we will summarize the results to be placed into the Strategic Plan. Activity 4— Prepare Strategic Plan Following the workshop,we will provide the city with a written report of the day. The City will be responsible for producing the final document and presenting it to the City Council. Activity 5— Provide guidance for the implementation action plan Once the Strategic Plan is approved, our team will create a template for an Implementation Action Plan (IAP). Having a comprehensive Implementation Action Plan is the best way to ensure that the Strategic Plan elements are integrated into the work of Huntington Beach and into future budgets. The Implementation Action Plan template will contain the following elements, subject to modification based on discussion with staff: • Key tasks • Timeline (start and completion dates) • Resources needed and currently available (and sources) • Staff assigned (including a lead person) • Milestones We will place the goals and strategies into the template. We will also prepare guidelines for City staff to use in completing the details of the Implementation Action Plan. It should be considered a"living" document to be used in ongoing reporting and accountability. We will be available to assist you and your Executive Team with how to use the plan. Timeline We anticipate beginning the project in April and conducting the workshop in late May. We will complete the new Strategic Plan document by the end of June. 2023 �° yt ACTIVITY v APRILJ MAY NE , Y JULY; t• AUGUST " � Activity 1 —Start project and conduct a kickoff meeting Activity 2—Gather and analyze information Activity 3—Prepare for and facilitate strategic planning workshop Activity 4—Prepare Strategic Plan Activity 5—Provide guidance for the implementation action plan Project management and communication 4 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. Activity Cost Activity 1: Start project and conduct kickoff meeting $3,800 Activity 2: Gather and analyze information $10,800 Activity 3: Prepare for and facilitate strategic planning workshop $13,400 Activity 4 & 5: Prepare strategic plan, Provide guidance for the implementation action plan $1,800 Total $29,800 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice,CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the Exhibit B parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR Table of Contents 1 Scope of Services 1 2 City Staff Assistance 2 3 Term; Time of Performance 2 4 Compensation 2 5 Extra Work 2 6 Method of Payment 3 7 Disposition of Plans,Estimates and Other Documents 3 8 Hold Harmless 3 9 Professional Liability Insurance 4 10 Certificate of Insurance 5 11 Independent Contractor 6 12 Termination of Agreement 6 13 Assignment and Delegation 6 14 Copyrights/Patents 7 15 City Employees and Officials 7 16 Notices... 7 17 Consent 8 18 Modification 8 19 Section Headings 8 20 Interpretation of this Agreement 8 21 Duplicate Original 9 22 Immigration 9 23 Legal Services Subcontracting Prohibited 9 24 Attorney's Fees 10 25 Survival 10 26 Governing Law 10 27 Signatories 10 28 Entirety 10 29 Effective Date 11 . AC ® DATE(MMIDDITYYY) L ` � CERTIFICATE OF LIABILITY INSURANCE 04/11/2023 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 pollcy(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). CONTACT PRODUCER Aon Risk Services Northeast,Inc. NAME` One Liberty Plaza, pat Es): 312-301-1000 FAX No):312-361-TOOT 165 Broadway,Suite 3201 ADDRESS: New York,N.Y.10006 INSURER(S)AFFORDING COVERAGE MC II INSURER A: Columbia Cariosity Company 31127 INSURED Baker Tilly US,LIP INSURER a: P.O.Box 7398 INSURER 0: 4807 innovate Lane INSURER D I Madison WI 53707-7398 USA INSURER e l INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDL INSD SUER POLICY NUMBER IMMIDOYIYYYFYI IMM lomiryI MIS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE 10 RENTED' CLAIMS•MADE ri OCCUR PREMISES(Ea occurrence) S MED EXP(Any ono person) $ PERSONAL&ADVINJURY $ GEN'L AGGREGATE UMIT APPLIES PER: GENERAL AGGREGATE $ -1 POLICY n PECT RO- f l LOC PRODUCTS-COMPJOP AGO $ J 1 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ _ AALL OOSNEU SCHEDULED BODILY INJURY(Per accident) $ UOS�ED PROPERTY AGE S HIRED AUTOS AU A (Per ldentl $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS•MADE AGGREGATE $ DEO I RETENTIONS $ WORKERS COMPENSATION PEATTJTE ER AND EMPLOYERS'LIABILITY ANY PROPRIETORJPARTNERIEXECUTIVE Y1 N EL.EACH ACCIDENT $ OFFICERIMEMBEREXCLUDED? n N/A (Mandatory InNH) E.L.DISEASE-EA EMPLOYEE $ gEStRIPT ON OF OPERATIONS below EL.DISEASE POLICY LIMIT $ A Professional Liability Insurance ABF-188122608 01.Oct-22 01-Oc1-23 US$1,000,000 per claim and In Cie annual aggregate. ltIni DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD!e1,Addlllonal Remarks Schedule,may be aIt chod II more space ly r�egE(LpO IV ED A H YHVL — MICHAEL E.GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Huntington Beach,CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE `� Alf Rea S wked totteeade. Tire, ©1986.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD • DATE(MM/DD/YYYY) ACC �.., CERTIFICATE OF LIABILITY INSURANCE 04/11/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS c' CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES N BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. o 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). c PRODUCER CONTACT d NAME: V Aon Risk Servi ces Northeast, Inc. PHONE FAX New York NY Office (NC.No.Ext): (312) 381-1000 (NC.No.): (312) 381-7007 ey '0 One Liberty Plaza E-MAIL p 165 Broadway, Suite 3201 ADDRESS: _ New York NY 10006 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: American Casualty Co. of Reading PA 20427 Baker Tilly US, LLP INSURER B: Transportation Insurance Co. 20494 P.O. Box 7398 4807 Innovate Lane INSURER C: valley Forge Insurance Co 20508 Madison WI 53707-7398 USA INSURERD: National Fire Ins. Co. of Hartford 20478 INSURER E: The Continental Insurance Company 35289 INSURER F: COVERAGES CERTIFICATE NUMBER: 570098982017 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER ((MMIDDIYYYY) AfMMIDDIYYYY)) LIMITS O X COMMERCIALGENERALLIABILITY 6016751638 01/01/2023 01/01/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR General Li ability DAMAGE TO RENTED $1,000,000 PREMISES(Ea occurrence) MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 m POLICY n PRO- �X LOC PRODUCTS-COMP/OPAGG $2,000,000 rn 0 OTHER: o r- C AUTOMOBILE LIABILITY BUA 6016751641 01/01/2023 01/01/2024 COMBINED SINGLE LIMIT $1,000,000 Lc) Auto (Ea accident) , • ANY AUTO BODILY INJURY(Per person) 0 OWNED SCHEDULED BODILY INJURY(Per accident) a) AUTOS ONLY AUTOS PROPERTY DAMAGE v X HIRED AUTOS x NON-OWNED ONLY AUTOS ONLY (Per accident) w C d E X UMBRELLA LIAB X OCCUR CUE6016723001 01/01/2023 01/01/2024 EACH OCCURRENCE $1,000,000 U Umbrella AGGREGATE $1,000,000 EXCESS LIAB CLAIMS-MADE DED RETENTION A WORKERS COMPENSATION AND WC616751624 01/01/2023 01/01/2024 X PER STATUTE OTRH- A EMPLOYERS'LIABILITY Y/N WC623746823 01/01/2023 01/01/2024 B ANY PROPRIETOR/PARTNER/EXECUTIVE N NIA WC643413436 O1/O1/2023 O1/O1/2024 E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) Workers Compensati on E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 MI DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) jb City of Huntington Beach is added as Additional Insured as respects the General Liability and Automobile Liability as required y=� per written contract. Umbrella is a follow form. 30-day notice of cancellation to policy named insured, except 10 days for ti 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. til n CERTIFICATE HOLDER CANCELLATION =el SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE W EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Mind ngton Beach AUTHORIZED REPRESENTATIVE !' 2000 Main Street Huntington Beach, CA 92648 USA t/? � � 7 n ©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 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 lnsureds 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 CNA74879XX(1-15) Policy No: 6016751638 Page 1 of 13 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 01/01/2023 Insured Name: BAKER TILLY US, LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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: 6016751638 Page 2 of 13 Endorsement No: 1 Nat'1 Fire Ins Co of Hartford Effective Date: 01/01/2023 Insured Name: BAKER TILLY US, 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 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 some 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: 6016751638 Page 3 of 13 Endorsement No: 1 Nat 1 Fire Ins Co of Hartford Effective Date: 01/01/2023 Insured Name: BAKER TILLY US, 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: 6016751638 Page 4 of 13 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 01/01/2023 Insured Name: BAKER TILLY US, 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. g 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. B. NOTICE OF OCCURRENCE CNA74879XX(1-15) Policy No: 6016751638 Page 5 of 13 Endorsement No: 1 Nat'1 Fire Ins Co of Hartford Effective Date: 01/01/2023 Insured Name: BAKER TILLY US, LLP Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT General Liability Extension Endorsement The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part;or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture;or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. CNA74879XX(1-15) Policy No: 6016751638 Page 6 of 13 Endorsement No: 1 Nat'1 Fire Ins Co of Hartford Effective Date: 01/01/2023 Insured Name: BAKER TILLY US, 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: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. 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: 6016751638 Page 13 of 13 Endorsement No: 1 Nat'1 Fire Ins Co of Hartford Effective Date: 01/01/2023 Insured Name: BAKER TILLY US, 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 I 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: CNA83700XX (10-2015) Policy No:BUA 6016751641 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/01/2023 Endorsement No: 10; Page: 1 of 4 Policy Page: 48 of 65 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 0 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 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. C. 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 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 6016751641 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/01/2023 Endorsement No: 10; Page: 2 of 4 Policy Page: 49 of 65 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ©Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy 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: CNA83700XX (10-2015) Policy No:BUA 6016751641 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/01/2023 Endorsement No: 10; Page: 3 of 4 Policy Page: 50 of 65 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ©Copyright CNA All Rights Reserved. CNA 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 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: CNA83700XX (10-2015) Policy No:BUA 6016751641 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/01/2023 Endorsement No: 10; Page:4 of 4 Policy Page: 51 of 65 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 IBLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS 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 6 23746823 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 01/01/2023 Endorsement No: 2; Page: 1 of 1 Policy Page: 31 of 49 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 ©Copyright CNA All Rights Reserved.