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23-064 The Pun Group - Professional External Auditing ServicesProfessional External Auditing Services
Page 1 of 9 Professional/Consulting Contracts /Version: October 2021
PROFESSIONAL/CONSULTING SERVICES AGREEMENT
1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and The Pun Group, LLP (“Contractor”), a Limited Liability Company - Partnership for
Professional External Auditing Services, and is effective on the last date signed below (“Effective
Date”).
2. SERVICES
Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in
Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry
out its work in compliance with any applicable local, State, or Federal order regarding COVID-19.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on June 30, 2026 (“Contract
Time”), unless terminated earlier as provided herein. Contractor’s services shall begin on the
effective date and shall be completed by June 30, 2026 with the City having the option to extend
the term for two years as set forth in Exhibits B and C. 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.
3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the
Schedule of Performance, attached and incorporated here Exhibit B.
3.3 Time is of the essence for the performance of all the Services. Contractor must have
sufficient time, resources, and qualified staff to deliver the Services on time.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the
Services an amount that will based on actual costs but that will be capped so as not to exceed
$420,859.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and
rates included in Exhibit C, Compensation attached and incorporated here. The maximum
compensation includes all expenses and reimbursements and will remain in place even if
Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted
without prior written approval of City.
4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable
completed and the amount due for the preceding month. Within thirty (30) days of completion of
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Services, Contractor must submit a requisition for final and complete payment of costs and pending
claims for City approval. Failure to timely submit a complete and accurate payment requisition
relieves City of any further payment or other obligations under the Agreement.
5. INDEPENDENT CONTRACTOR
5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to
health benefits, worker’s compensation, or other benefits from the City.
5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this
Agreement. Prior written approval from City is required for any subcontractor, and the terms and
conditions of this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor
and any of its employees, agents, and subcontractors shall not have any claim under this Agreement
or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security,
disability, unemployment, workers compensation or employee benefits of any kind. Contractor
shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or
charges applicable to Contractor’s business including, but not limited to, federal and state income
taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf
of Contractor. Should any court, arbitrator, or administrative authority, including but not limited
to the California Public Employees Retirement System (PERS), the Internal Revenue Service or
the State Employment Development Division, determine that Contractor, or any of its employees,
agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in
amounts payable under this Agreement, or to promptly remit to City any payments due by the City
as a result of such determination, so that the City’s total expenses under this Agreement are not
greater than they would have been had the determination not been made.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information
owned or controlled by the City, which may contain proprietary or confidentia l details the
disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence
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all City information provided by City to Contractor and use it only to perform this Agreement.
Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product,
memoranda, study, report, map, plan, drawing, specification, data, record, document, or other
information or work, in any medium (collectively, “Work Product”), prepared by Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement, to the extent requested by
City. In any case, no Work Product shall be shown to any third-party without prior written approval
of City.
7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising
out of this Agreement is considered “works for hire” and all copyrights to the Work Product will
be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights.
Contractor may use copies of the Work Product for promotion only with City’s written approval.
7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this
Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City
may use or modify the Work Product of Contractor or its sub-contractors prepared or created under
this Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor’s performance, benchmarks and deliverables, which must be available
to City for review and audit. The records and supporting documents must be kept separate from
other records and must be maintained for four (4) years from the date of City’s final payment.
Contractor acknowledges that certain documents generated or received by Contractor in
connection with the performance of this Agreement, including but not limited to correspondence
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between Contractor and any third party, are public records under the California Public Records
Act, California Government Code section 6250 et seq. Contractor shall comply with all laws
regarding the retention of public records and shall make such records available to the City upon
request by the City, or in such manner as the City reasonably directs that such records be provided.
9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest
therein, directly or indirectly, by operation of law or otherwise, without prior written consent of
City. Any attempt to do so will be null and void. Any changes related to the financial control or
business nature of Contractor as a legal entity is considered an assignment of the Agreement and
subject to City approval, which shall not be unreasonably withheld. Control means fifty percent
(50%) or more of the voting power of the business entity.
10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of
this Agreement and for one year thereafter, will reference the City’s contributions in making the
project possible. The words “City of Cupertino” will be displayed in all pieces of publicity,
including flyers, press releases, posters, brochures, public service announcements, interviews and
newspaper articles. No signs may be posted, exhibited or displayed on or about City property,
except signage required by law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City,
from and against any and all liability, damages, claims, actions, causes of action, demands,
charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to
litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from
this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or performance
of Contractor or its subcontractors or sub-subcontractors;
(d) Unauthorized use or disclosure of City’s confidential and proprietary Information;
(e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark,
or service mark or other proprietary or intellectual property rights of any third party.
11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor mu st
accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request,
Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this
Agreement.
11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’
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compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in
the Agreement shall be construed to give rise to an implied right of indemnity in favor of
Contractor against City or any Indemnitee.
11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Agreement, a purchase order, or other transaction.
11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in this Section 11 from each and every subcontractor, or any other person or
entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.
Failure of City to monitor compliance with these requirements imposes no additional obligations
on City and will in no way act as a waiver of any rights hereunder.
11.6. This Section 11 shall survive termination of the Agreement.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as
Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as
required by City. City will not execute the Agreement until City approves receipt of satisfactory
certificates of insurance and endorsements evidencing the type, amount, class of operations
covered, and the effective and expiration dates of coverage. Failure to comply with this provision
may result in City, at its sole discretion and without notice, purchasing insurance for Contractor
and deducting the costs from Contractor’s compensation or terminating the Agreement.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state, and federal laws and
regulations applicable to this Agreement. Contractor will promptly notify City of changes in the
law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor
is responsible for verifying the employment authorization of employe es performing the Services,
as required by the Immigration Reform and Control Act.
13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If
the Scope of Services includes a “public works” component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious
creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy,
age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome
(AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination
laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735,
1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination,
Contractor understands that harassment and discrimination directed toward a job applicant, an
employee, a City employee, or any other person, by Contractor or its employees or sub-contractors
will not be tolerated. Contractor agrees to provide records and documentation to the City on
request necessary to monitor compliance with this provision.
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13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable
to this Agreement and must avoid any conflict of interest. Contractor warrants that no public
official, employee, or member of a City board or commission who might have been involved in
the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be
required to file a conflict of interest form if Contractor makes certain governmental decisions or
serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of
Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and
employees.
13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or terminating this Agreement. City reserves all
other rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
14. PROJECT COORDINATION
City Project Manager. The City assigns Kristina Alfaro as the City’s representative for all
purposes under this Agreement, with authority to oversee the progress and performance of the
Scope of Services. City reserves the right to substitute another Project manager at any time, and
without prior notice to Contractor.
Contractor Project Manager. Subject to City approval, Contractor assigns Kenneth Pun as its
single Representative for all purposes under this Agreement, with authority to oversee the progress
and performance of the Scope of Services. Contractor’s Project manager is responsible for
coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule
of Performance. Contractor must regularly update the City’s Project Manager about the progress
with the work or any delays, as required under the Scope of Services. City written approval is
required prior to substituting a new Representative.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts therefor at any time. Contractor will be
compensated for satisfactory Services performed through the date of abandonment, and will be
given reasonable time to assemble the work and close out the Services. With City’s pre-approval
in writing, the time spent in closing out the Services will be compensated up to a maximum of ten
percent (10%) of the total time expended to date in the performance of the Services.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid
for satisfactory Services rendered through the date of termination, but final payment will not be
made until Contractor closes out the Services and delivers the Work Product.
17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to
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this Agreement must be filed with the Superior Court for the County of Santa Clara, S tate of
California. Contractor must comply with the claims filing requirements under the Government
Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide
the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award
must be supported by law and substantial evidence and include detailed written findings of law
and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the
prevailing party will be entitled to reasonable attorney fees and costs.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City’s waiver of a breach shall not constitute waiver of another provision or breach.
21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between
the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written,
between the Parties. Any modification of this Agreement will be effective only if in writing and
signed by each Party’s authorized representative. No verbal agreement or implied covenant will
be valid to amend or abridge this Agreement. If there is any inconsistency between any term,
clause, or provision of the main Agreement and any term, clause, or provision of the attachments
or exhibits thereto, the terms of the main Agreement shall prevail and be controlling.
22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will
be inferred herein. Either party may request an amendment to cure mistaken insertions or
omissions of required provisions. The Parties will collaborate to implement this Section, as
appropriate.
23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in
no way affect, limit, or amplify the terms or provisions of this Agreement.
24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found
by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in
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force and effect to the extent allowed by such ruling. All other terms and provisions of this
Agreement or their application to specific situations shall remain in full force and effect. The
Parties agree to work in good faith to amend this Agreement to carry out its intent.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law,
and Attorney Fees, shall survive the Agreement and remain in full force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cupertino
Office of the City Manager
10300 Torre Ave.
Cupertino, CA 95014
Attention: Kristina Alfaro
Email: KristinaA@cupertino.org
To Contractor:
The Pun Group, LLP
200 E. Sandpointe Ave., Suite 600
Santa Ana, CA 92707
Attention: Kenneth Pun
Email: Ken.Pun@pungroup.com
27. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that
Contractor has full right, power, and authority to enter into and carry out all actions contemplated
by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a
legally binding obligation of Contractor. This Agreement may be executed in counterparts, each
one of which is deemed an original and all of which, taken together, constitute a single binding
instrument.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Kenneth Pun
Managing Partner
Kenneth Pun
06/22/23
City Manager
06/23/23
Pamela Wu
Christopher D. Jensen
06/23/23
EXHIBIT A
Scope of Services
A. Scope of Work to be Performed
The City of Cupertino is soliciting the services of qualified firms of certified public
accountants to audit its financial statements for the fiscal year ending June 30, 2023, and
the two subsequent fiscal years thereafter, with the option to audit the fin ancial
statements for each of the two subsequent fiscal years.
The selected independent auditor will be required to perform the following tasks:
1. Annual Financial Statement Audit: The audit firm will perform an audit of all
funds of the City of Cupertino. The audit will be conducted in accordance with
auditing standards generally accepted in the United States of America and
Government Auditing Standards, issued by the Comptroller of the United States.
The City’s Annual Financial Report (ACFR) will be prepared and processed by the
audit firm. The ACFR will be in full compliance with all current GASB
pronouncements. The audit firm will render its auditor's report on the basic
financial statements, which will include both Government-Wide Financial
Statements and Fund Financial Statements. The audit firm will also apply limited
audit procedures to Management’s Discussion and Analysis (MD&A) and
required supplementary information.
2. Management Letter: The audit firm shall issue a separate “management letter”
that includes recommendations for improvements in internal control, accounting
procedures, and other significant observations that are considered to be non -
reportable conditions. Management letters should be addressed to the City
Manager.
3. Single Audit Report: The audit firm will perform a single audit on the
expenditures of federal grants in accordance with OMB Circular A -133 and the
Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards for fiscal years in which the Cit y exceeds the applicable
reporting thresholds. In addition, the audit firm will render the appropriate
reports on internal controls and compliance. The single audit report should
include an appropriate schedule of expenditures of federal awards, footnotes,
findings and questioned costs, including reportable conditions and material
weaknesses, and a follow up on prior audit findings, where required.
4. Proposition 111 (Gann Appropriations Limit) AUP: The audit firm shall perform
agreed-upon audit procedures pertaining to the City’s Gann Appropriations Limit
and render a letter, annually, to the City regarding compliance.
5. Investment Policy AUP: The audit firm shall perform agreed-upon audit
procedures including tests of internal controls pertaining to the City ’s Investment
Policy and render a letter, annually, to the City regarding compliance and level of
reliance on related internal controls. The procedures as a minimum will include
tests suiffcient to satisfy two provisions in the City ’s Investment Policy 1)
independent verification of securities held in custody for the City as specified in
the section “Safekeeping of Securities” and 2) an independent analysis of internal
control, account activity, and compliance with policies and procedures as specified
in the section “Internal Control.”
6. Storm Drain AUP: The audit firm shall perform agreed-upon audit procedures
pertaining to the City’s 2019 Clean Water and Storm Protection Fee and render a
letter, annually, to the City regarding compliance with the Cupertino Municipal
Code.
B. Auditing Standards to be Followed
To meet the requirements of this Request for Proposal, the audit shall be performed in
accordance with all applicable and generally accepted auditing standards, including, but
not limited to, the following:
• Generally accepted auditing standards as set forth by the American Institute of
Certified Public Accountants
• The standards applicable to financial audits contained in the most current version
of the Generally Accepted Government Auditing Standards (Yellow Book), issued
by the Comptroller General of the United States
• The provisions of the Single Audit Act as amended in 1996
• The provisions of U. S. Oiffce of Management and Budget (OMB) Circular A -133,
Audits of State and Local Governments and Non-Profit Organizations and the
Uniform Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards for fiscal years in which the City exceeds the applicable
reporting thresholds.
C. Working Paper Retention and Access to Working Papers
All working papers and reports must be retained, at the auditor's expense, for a minimum
of five (5) years, unless the firm is notified, in writing, by the City of Cupertino of the
need to extend the retention period. The auditor will be required to make working papers
available, upon request, to the following parties or their designees:
• City of Cupertino
• Department of Housing and Urban Development
• U.S. Governmental Accountability Oiffce (GAO)
• Parties designated by the federal or state governments or by the City of Cupertino
as part of an audit quality review process
• Auditors of entities of which the City of Cupertino is a sub-recipient of grant funds
• Auditors of entities of which the City of Cupertino is a component unit
D. Reports to be Issued
Following the completion of the audit of the fiscal year's financial statements, the auditor
shall issue:
• Annual Comprehensive Financial Report: An Annual Comprehensive Financial
Report (ACFR) covering all City funds. In addition to the ACFR, the auditor shall
provide a report on internal control over financial reporting and on compliance
based on the audit of the financial statements performed in accordance with
Government Auditing Standards (16 copies and 1 digital file in searchable Adobe
Acrobat format).
• Single Audit Report: A Single Audit Report, which includes a report on
compliance and on the internal control over financial reporting based on an audit
of financial statements performed in accordance with Government Auditing
Standards and a report on compliance and internal controls over compliance
applicable to each major federal award program. In addition, the Single Audit
Report should also include all other necessary components as required by OMB
Circular A-133 and the Uniform Administrative Requirements, Cost Principles,
and Audit requirements for Federal Awards (8 copies and one digital file in
searchable Adobe Acrobat format).
• Proposition 111 (Gann Appropriations Limit) AUP Report: A report on the City’s
compliance with the Gann Appropriations Limit.
• Investment Policy AUP Report: A report regarding compliance with the City’s
Investment Policy after performing agreed-upon procedures (AUP). Specifically,
the report should allow the Audit Committee and City Council to place reliance
on the internal controls of the City in arriving at the investment schedule provided
periodically to the Audit Committee including account activity and compliance
with policies and procedures listed in the City's Investment Policy.
• Storm Drain AUP Report: A report regarding the compliance with the City’s
Municipal Code after performing agreed-upon procedures (AUP) on the 2019
Clean Water and Storm Protection Fee.
• TDA: A separate audit if the City receives Transportation Development Act (TDA)
funds which require a financial and compliance audit and a separate audit report
in accordance with the TDA section of the California Administrative Code.
• State Controller’s Report: A State Controller’s Annual Report of Financial
Transactions for the City.
• Report on Internal Controls: A report examining the City’s internal accounting
and administrative controls to determine that accounting procedures are adequate
to safeguard assets and provide reasonable assurance of proper recording of
financial transactions.
In the required reports on internal controls, the auditor shall communicate any reportable
conditions found during the audit. A reportable condition shall be defined as a significant
deficiency in the design or operation of the internal control structure, which could
adversely affect the organization's ability to record, process, summarize and report
financial data consistent with the assertions of management in the financial statements.
Reportable conditions that are also material weaknesses shall be identified as such in the
report. Non-reportable conditions discovered by the auditors shall be reported in a
separate letter to management, which shall be referred to in the reports on internal
controls.
The reports on compliance shall include all instances of noncompliance.
Irregularities and illegal acts. Auditors shall be required to make an immediate, written
report of all irregularities and illegal acts or indications of illegal acts of which they
become aware to the following parties:
Pamela Wu, City Manager
Christopher Jensen, City Attorney
Kristina Alfaro, Treasurer/Director of Administrative Services
Angela Chen, Chair of the Audit Committee
Reporting to the Audit Committee. Auditors shall ensure that the Audit Committee is able to
review the annual audit report and management letter in advance of final release to City
Council.
Reporting to the Administrative Services Department. Auditors shall ensure that the Director
of Administrative Services is informed of each of the following:
• The auditor’s responsibility under generally accepted auditing standards.
• Management judgments and accounting estimates.
• Significant accounting policies.
• Significant audit adjustments.
• Other information in documents containing audited financial statements.
• Disagreements with management.
• Management consultation with other accountants.
• Major issues discussed with management prior to retention.
• Diiffculties encountered in performing the audit.
E. Special Considerations
• The City of Cupertino has obtained the “Certificate of Achievement for Excellence
in Financial Reporting” from the Government Finance Oiffcers Association of the
United States and Canada. The City intends to continue to receive this award
annually and will expect the ACFR to meet the requirements of that program.
• The City of Cupertino has determined that the United States Department of
Housing and Urban Development will function as the cognizant agency in
accordance with the provisions of the Single Audit Act Amendments of 1996 and
U.S. Oiffce of Management and Budget (OMB) Circular A-133, Audits of State and
Local Governments and Non-Profit Organizations, and the Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards. The schedule of expenditures of federal awards and related
auditor's report, as well as the reports on the internal controls and compliance, are
not to be included in the annual comprehensive financial report, but are to be
issued separately. The auditors will be responsible for preparation of this report.
• The auditors will be consulted on an occasional basis throughout the year as an
informational source. Auditors may be asked to provide guidance on the
implementation of Governmental Accounting Standards Board (GASB)
requirements and specifics of federal and state regulations as they may affect local
government accounting. In addition, the auditors may be asked to assist with the
implementation of the new pronouncements.
• The audit partner or manager may be required to occasionally attend a City
Council or Audit Committee meeting to explain or clarify financial statement
information or accounting requirements.
EXHIBIT B
Schedule of Performance
The effective date of the agreement is the date of its acceptance and the end date is three
years after the effective date, with the option to extend the contract for two additional
years.
EXHIBIT C
Compensation
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.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
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.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
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.
$
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED $PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
6/14/2023
Burnham WGB Insurance Solutions
CA Insurance License 0F69771
15901 Red Hill Avenue
Tustin CA 92780
Sarah Caballero
714-824-8300 714-573-1770
Sarah.Caballero@wgbib.com
Continental Casualty Company 20443
PUN&M-1 National Fire Insurance of Hartford 20478ThePunGroup,LLP
200 East Sandpointe Avenue,Suite 600
Santa Ana CA 92707
Valley Forge Insurance Company 20508
Great Divide Insurance Company 25224
1632066373
C X 2,000,000
X 1,000,000
10,000
X $0 deductible 2,000,000
4,000,000
X
Y 7013134445 3/1/2023 3/1/2024
4,000,000
B 1,000,000
X X
7013117645 3/1/2023 3/1/2024
A X 1,000,00070131364683/1/2023 3/1/2024
X 10,000
C XWC7131362893/1/2023 3/1/2024 No Deductible
1,000,000
1,000,000
1,000,000
D E&O
Retro 12/29/11 CAB20235903 3/1/2023 3/1/2024 3,000,000 agg 1,000,000
Great Divide Insurance Company AM Best Rating A+XV
Certificate holder(s)is/are named as additional insured per attached endorsements subject to the terms &conditions of the policy:
General Liability Additional Insured &Waiver of Subrogation #SB146932G
General Liability Primary &Contributory #CNA80103XX
Umbrella Policy follows form for General Liability,Auto Liability and Employers Liability
Auto Primary and Non-Contributory &Waiver of Subrogation #CA00011013
Auto Designated Insured #IL 02 70 07 20
See Attached...
The City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER:FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:
LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
PUN&M-1
1 1
Burnham WGB Insurance Solutions The Pun Group,LLP
200 East Sandpointe Avenue,Suite 600
Santa Ana CA 92707
25 CERTIFICATE OF LIABILITY INSURANCE
Work Comp waiver of subrogation applies #WC 00 03 13
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).
Business Auto Policy
Policy Endorsement
EXTENDED COVERAGE ENDORSEMENT - BA PLUS
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
I.LIABILTY COVERAGE
A.Who Is An Insured
The following is added to SECTION II, Paragraph A.1., Who Is An Insured:
1.a.Any incorporated entity of which the Named Insured owns a majority of the voting stock on the
date of inception of this Coverage Form; provided that,
b.The insurance afforded by this provision A.1. does not apply to any such entity that is an insured
under any other liability policy providing auto coverage.
2.Any organization you newly acquire or form, other than a limited liability company, partnership or joint
venture, and over which you maintain majority ownership interest.
The insurance afforded by this provision A.2.:
a.Is effective on the acquisition or formation date, and is afforded only until the end of the policy
period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier.
b.Does not apply to:
(1)Bodily injury or property damage caused by an accident that occurred before you acquired or
formed the organization; or
(2)Any such organization that is an insured under any other liability policy providing auto coverage.
3.Any person or organization that you are obligated to provide Insurance where required by a written
contract or agreement is an insured, but only with respect to legal responsibility for acts or omissions of
a person for whom Liability Coverage is afforded under this policy.
4.An employee of yours is an insured while operating an auto hired or rented under a contract or
agreement in that employee's name, with your permission, while performing duties related to the
conduct of your business.
Policy, as used in this provision A. Who Is An Insured, includes those policies that were in force on the
inception date of this Coverage Form but:
1.Which are no longer in force; or
2.Whose limits have been exhausted.
B.Bail Bonds and Loss of Earnings
SECTION II, Paragraphs A.2.a.(2) and A.2.a.(4) are revised as follows:
1.In a.(2), the limit for the cost of bail bonds is increased from $2,000 to $5,000, and
2.In a.(4), the limit for the loss of earnings is increased from $250 to $500 a day.
C.Fellow Employee
SECTION II, Paragraph B.5 does not apply.
BUA 7013117645
Endorsement No: 12; Page: 1 of 5 Policy Page: 49 of 53
Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL
60606
Form No: SCA 23 500 D (10-2011)
Endorsement Effective Date:
Policy No:
Policy Effective Date: 03/01/2023Endorsement Expiration Date:
© Copyright CNA All Rights Reserved. Includes copyrighted material of the
Insurance Services Office, Inc., used with its permission.
Business Auto Policy
Policy
3.
a.
b.
4.
a.
b.
c.
5.
B.
1.
2.
a.
b.
c.
d.
3.
4.
Legal Action Against Us
No one may bring a legal action against us under this Coverage Form until:
There has been full compliance with all the terms of this Coverage Form; and
Under Covered Autos Liability Coverage, we agree in writing that the "insured" has an obligation to
pay or until the amount of that obligation has finally been determined by judgment after trial. No one
has the right under this policy to bring us into an action to determine the "insured's" liability.
Loss Payment – Physical Damage Coverages
At our option, we may:
Pay for, repair or replace damaged or stolen property;
Return the stolen property, at our expense. We will pay for any damage that results to the "auto "
from the theft; or
Take all or any part of the damaged or stolen property at an agreed or appraised value.
If we pay for the "loss", our payment will include the applicable sales tax for the damaged or stolen
property.
Transfer Of Rights Of Recovery Against Others To Us
If any person or organization to or for whom we make payment under this Coverage Form has rights to
recover damages from another, those rights are transferred to us. That person or organization must do
everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair
them.
General Conditions
Bankruptcy
Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations
under this Coverage Form.
Concealment, Misrepresentation Or Fraud
This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form.
It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a
material fact concerning:
This Coverage Form;
The covered "auto";
Your interest in the covered "auto"; or
A claim under this Coverage Form.
Liberalization
If we revise this Coverage Form to provide more coverage without additional premium charge, your
policy will automatically provide the additional coverage as of the day the revision is effective in your
state.
No Benefit To Bailee – Physical Damage Coverages
We will not recognize any assignment or grant any coverage for the benefit of any person or
organization holding, storing or transporting property for a fee regardless of any other provision of this
Coverage Form.
Policy No:
Underwriting Company:
BUA 7013117645
Policy ; Page: 11 of 16
Policy Page: 24 of 53National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL
60606
Policy Effective Date: 03/01/2023
Form No: CA 00 01 10 13
© Copyright Insurance Services Office, Inc., 2012
Business Auto Policy
Policy
5.
a.
(1)
(2)
b.
c.
d.
6.
a.
b.
7.
a.
b.
(1)
(2)
(3)
(4)
(5)
Other Insurance
For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered
"auto" you don't own, the insurance provided by this Coverage Form is excess over any other
collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another
vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is:
Excess while it is connected to a motor vehicle you do not own; or
Primary while it is connected to a covered "auto" you own.
For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is
deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or
borrowed with a driver is not a covered "auto".
Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability
Coverage is primary for any liability assumed under an "insured contract".
When this Coverage Form and any other Coverage Form or policy covers on the same basis, either
excess or primary, we will pay only our share. Our share is the proportion that the Limit of
Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and
policies covering on the same basis.
Premium Audit
The estimated premium for this Coverage Form is based on the exposures you told us you would
have when this policy began. We will compute the final premium due when we determine your
actual exposures. The estimated total premium will be credited against the final premium due and
the first Named Insured will be billed for the balance, if any. The due date for the final premium or
retrospective premium is the date shown as the due date on the bill. If the estimated total premium
exceeds the final premium due, the first Named Insured will get a refund.
If this policy is issued for more than one year, the premium for this Coverage Form will be
computed annually based on our rates or premiums in effect at the beginning of each year of the
policy.
Policy Period, Coverage Territory
Under this Coverage Form, we cover "accidents" and "losses" occurring:
During the policy period shown in the Declarations; and
Within the coverage territory.
The coverage territory is:
The United States of America;
The territories and possessions of the United States of America;
Puerto Rico;
Canada; and
Anywhere in the world if a covered "auto" of the private passenger type is leased, hired, rented
or borrowed without a driver for a period of 30 days or less,
provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in
the United States of America, the territories and possessions of the United States of America, Puerto
Rico or Canada, or in a settlement we agree to.
We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between
any of these places.
Policy No:
Underwriting Company:
BUA 7013117645
Policy ; Page: 12 of 16
Policy Page: 25 of 53National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL
60606
Policy Effective Date: 03/01/2023
Form No: CA 00 01 10 13
© Copyright Insurance Services Office, Inc., 2012
SB146932G
(Ed.10-19)
BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
BUSINESSOWNERS COMMON POLICY CONDITIONS
TABLE OF CONTENTS
I.Blanket Additional Insured Provisions
A.Additional Insured –Blanket Vendors
B.Miscellaneous Additional Insureds
C.Additional Provisions Pertinent to Additional Insured Coverage
1.a.Primary –Noncontributory provision
1.b.Definition of "written contract"
2.Additional Insured –Extended Coverage
II.Liability Extension Coverages
A.Bodily Injury –Expanded Definition
B.Broad Knowledge of Occurrence
C.Estates,Legal Representatives and Spouses
D.Fellow Employee First Aid
E.Legal Liability –Damage to Premises
F.Personal and Advertising Injury –Discrimination or Humiliation
G.Personal and Advertising Injury –Broadened Eviction
H.Waiver of Subrogation –Blanket
I.BLANKET ADDITIONAL INSURED PROVISIONS
A.ADDITIONAL INSURED –BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below
as vendor)with whom you agreed under a "written contract"to provide insurance,but only with respect to
"bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular
course of the vendor's business,subject to the following additional exclusions:
1.The insurance afforded the vendor does not apply to:
a."Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
b.Any express warranty unauthorized by you;
c.Any physical or chemical change in the product made intentionally by the vendor;
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 such inspections,adjustments,tests or servicing as the vendor 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
vendor's premises in connection with the sale of the product;
g.Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,
part or ingredient of any other thing or substance by or for the vendor;or
SB146932G (10-19)Page 1 of 7
Copyright,CNA All Rights Reserved.
SB146932G
(Ed.10-19)
h."Bodily injury"or "property damage"arising out of the sole negligence of the vendor 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.;or
(2)Such inspections,adjustments,tests or servicing as the vendor 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.
2.This insurance does not apply to any insured person or organization,from whom you have acquired such
products,or any ingredient,part or container,entering into,accompanying or containing such products.
3.This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and
made a part of this Policy.
4.This provision 2.does not apply if "bodily injury"or "property damage"included within the "products-
completed operations hazard"is excluded either by the provisions of the Policy or by endorsement.
B.MISCELLANEOUS ADDITIONAL INSUREDS
1.Who Is An Insured is amended to include as an insured any person or organization (called additional
insured)described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional
insured on this policy under a "written contract."
2.However,subject always to the terms and conditions of this policy,including the limits of insurance,we will
not provide the additional insured with:
a.A higher limit of insurance than required by such "written contract;"
b.Coverage broader than required by such "written contract"and in no event greater than that described
by the applicable paragraph a.through k.below;or
c.Coverage for "bodily injury"or "property damage"included within the "products-completed
operations hazard."But this paragraph c.does not apply to the extent coverage for such liability is
provided by paragraph 3.j.below.
Any coverage granted by this endorsement shall apply only to the extent permitted by law.
3.Only the following persons or organizations can qualify as additional insureds under this endorsement:
a.Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising
out of:
(1)such person or organization's financial control of you;or
(2)Premises such person or organization owns,maintains or controls while you lease or occupy these
premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations,
new construction or demolition operations performed by or for such additional insured.
b.Co-owner of Insured Premises
A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the
co-owners 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 you,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 you.
SB146932G (10-19)Page 2 of 7
Copyright,CNA All Rights Reserved.
10
0
2
0
0
0
4
5
7
0
1
3
1
3
4
4
4
5
9
3
9
6
SB146932G
(Ed.10-19)
d.Lessor of Equipment
Any person or organization from whom you lease equipment,but only with respect to liability for "bodily
injury,""property damage"or "personal and advertising injury"caused in whole or in part by your
maintenance,operation or use of such equipment,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.
e.Lessor of Land
Any person or organization from whom you lease 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 that specific part of the land leased to you,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 insurance hereby afforded to the additional
insured 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 you,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 you,and
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 insurance hereby afforded to the additional insured 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 ownership,maintenance,or use of a premises by you.
This insurance does not apply to structural alterations,new construction or demolition operations
performed by,on behalf of or for such additional insured.
h.State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or
authorization,but only with respect to such government 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 you own,rent,or control 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 you or on your behalf.But 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 government 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,"we will treat as a "written contract"any governmental permit that requires you to add
the governmental entity as an additional insured.
SB146932G (10-19)Page 3 of 7
Copyright,CNA All Rights Reserved.
SB146932G
(Ed.10-19)
i.Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any
person or organization whom you are 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.Your acts or omissions;or
b.Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event.
j.Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a.through i.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 your 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 services;
(2)For "bodily injury"or "property damage"included in the "products-completed operations
hazard."But this provision (2)does not apply to such "bodily injury"or "property damage"if:
(a)It is entirely due to your negligence and specifically results from your work for the additional
insured which is the subject to the "written contract";and
(b)The "written contract"requires you to make the person or organization an additional insured for
such "bodily injury"or "property damage";or
(3)Who is afforded additional insured coverage under another endorsement attached to this policy.
C.ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE
1.With respect only to additional insured coverage provided under paragraphs A.and B.above:
a.The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the
Condition entitled Other Insurance:
This insurance is excess of all other insurance available to an additional insured whether primary,
excess,contingent or on any other basis.However,if a "written contract"requires that this insurance be
either primary or primary and noncontributing,then this insurance will be primary and non-contributory
relative solely to insurance on which the additional insured is a named insured.
b.Under Liability and Medical Expense Definitions,the following definition is added:
"Written contract"means a written contract or agreement that requires you to make a person or
organization an additional insured on this policy,provided the contract or agreement:
(1)Is currently in effect or becomes effective during the term of this policy;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 the additional insured seeks coverage.
2.With respect to any additional insured added by this endorsement or by any other endorsement attached to
this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons
insureds.
If the additional insured is:
a.An individual,then his or her spouse is an insured;
SB146932G (10-19)Page 4 of 7
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b.A partnership or joint venture,then its partners,members and their spouses are insureds;
c.A limited liability company,then its members and managers are insureds;
d.An organization other than a partnership,joint venture or limited liability company,then its executive
officers,directors and shareholders are insureds;or
e.Any type of entity,then its employees are insureds;
but only with respect to locations and operations covered by the additional insured endorsement's provisions,
and only with respect to their respective roles within their organizations.Furthermore,employees of
additional insureds are not insureds with respect to liability arising out of:
(1)"Bodily injury"or "personal and advertising injury"to any fellow employee or to any natural person
listed in paragraphs a.through d.above;
(2)"Property damage"to property owned,occupied or used by their employer or by any fellow employee;or
(3)Providing or failing to provide professional health care services.
II.LIABILITY EXTENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form.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.
A.Bodily injury –Expanded Definition
Under Liability and Medical Expenses 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 by that person at any time which results as a consequence of the physical
injury,sickness or disease.
B.Broad Knowledge of Occurrence
Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence,Offense,
Claim or Suit is amended to add the following:
Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence,"offense,
claim or "suit"is known to:
(1)You or any additional insured that is an individual;
(2)Any partner,if you or an additional insured is a partnership;
(3)Any manager,if you or an additional insured is a limited liability company;
(4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation;
(5)Any trustee,if you or an additional insured is a trust;or
(6)Any elected or appointed official,if you or an additional insured is a political subdivision or public entity.
This paragraph applies separately to you and any additional insured.
C.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 as such and,in the case of a spouse,where such claim seeks
damages from marital common 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 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.
SB146932G (10-19)Page 5 of 7
Copyright,CNA All Rights Reserved.
SB146932G
(Ed.10-19)
D.Fellow Employee First Aid Coverage
In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following:
The limitations described in subparagraphs 2.a.1.(a),(b)and (c)do not apply to your "employees"for "bodily
injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee"or
"volunteer worker"that becomes necessary while your "employee"is performing duties in the conduct of your
business.Your "employees"are hereby insureds for such services.But the insured status conferred by this
provision does not apply to "employees"whose duties in your business are to provide professional health care
services or health examinations.
E.Legal Liability –Damage To Premises
1.Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property,is
replaced by the following:
k.Damage To Property
"Property damage"to:
1.Property you own,rent or occupy,including any costs or expenses incurred by you,or any other
person,organization or entity,for repair,replacement,enhancement,restoration or maintenance of
such property for any reason,including prevention of injury to a person or damage to another's
property;
2.Premises you sell,give away or abandon,if the "property damage"arises out of any part of those
premises;
3.Property loaned to you;
4.Personal property in the care,custody or control of the insured;
5.That particular part of any real property on which you or any contractors or subcontractors working
directly or indirectly in your behalf are performing operations,if the "property damage"arises out of
those operations;or
6.That particular part of any property that must be restored,repaired or replaced because "your work"
was incorrectly performed on it.
Paragraph 2 of this exclusion does not apply if the premises are "your work"and were never occupied,
rented or held for rental by you.
Paragraphs 1,3,and 4,of this exclusion do not apply to "property damage"(other than damage by fire
or explosion)to premises:
(1)rented to you:
(2)temporarily occupied by you with the permission of the owner,or
(3)to the contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D –
Liability and Medical Expenses Limits of Insurance.
Paragraphs 3,4,5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.
Paragraph 6 of this exclusion does not apply to "property damage"included in the "products-
completed operations hazard."
2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added,and
replaces the similar paragraph,if any,beneath paragraph (14)of the exclusion entitled Personal and
Advertising Injury:
Exclusions c,d,e,f,g,h,i,k,l,m,n,and o,do not apply to damage by fire to premises while rented to you
or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a
period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in
Section D.Liability And Medical Expenses Limits Of Insurance.
SB146932G (10-19)Page 6 of 7
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3.The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled
Liability And Medical Expenses Limits Of Insurance is replaced by the following:
The most we will pay under Business Liability for damages because of "property damage"to any one
premises,while rented to you or temporarily occupied by you with the permission of the owner,including
contents of such premises rented to you for a period of 7 or fewer consecutive days,is the Damage to
Premises Rented to You Limit.The Damage to Premises Rented to You Limit is the greater of:
a.$1,000,000;or
b.The Damage to Premises Rented to You Limit shown in the Declarations.
F.Personal and Advertising Injury –Discrimination or Humiliation
1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury"is
amended to add the following:
h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only
if such discrimination or humiliation is:
(1)Not done intentionally by or at the direction of:
(a)The insured;or
(b)Any "executive officer,"director,stockholder,partner,member or manager (if you are a limited
liability company)of the insured;and
(2)Not directly or indirectly related to the employment,prospective employment,past employment or
termination of employment of any person or person by any insured.
2.Under B.Exclusions,1.Applicable to Business Liability Coverage,the exclusion entitled Personal and
Advertising Injury is amended to add the following additional exclusions:
(15)Discrimination Relating to Room,Dwelling or Premises
Caused by discrimination directly or indirectly related to the sale,rental,lease or sub-lease or prospective
sale,rental,lease or sub-lease of any room,dwelling or premises by or at the direction of any insured.
(16)Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment,prospective employment,
past employment or termination of employment of any person by any insured.
(17)Fines or Penalties
Fines or penalties levied or imposed by a governmental entity because of discrimination.
3.This provision (Personal and Advertising Injury –Discrimination or Humiliation)does not apply if
Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by
endorsement.
G.Personal and Advertising Injury -Broadened Eviction
Under Liability and Medical Expenses Definitions ,the definition of "Personal and advertising injury"is
amended to delete Paragraph c.and replace it with the following:
c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room
dwelling or premises that a person or organization occupies committed by or on behalf of its owner,landlord
or lessor.
H.Waiver of Subrogation –Blanket
We waive any right of recovery we may have against:
a.Any person or organization with whom you have a written contract that requires such a waiver.
All other terms and conditions of the Policy remain unchanged.
SB146932G (10-19)Page 7 of 7
Copyright,CNA All Rights Reserved.
CNA80103XX
(09-14)
THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY.
PRIMARY AND NONCONTRIBUTORY-
OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COMMON POLICY CONDITIONS
The following is added to Paragraph H.Other Insurance and supersedes any provision to the contrary:
Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured
under your policy provided that:
1.The additional insured is a Named Insured under such other insurance;and
2.You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek
contribution from any other insurance available to the additional insured.
All other terms and conditions of the Policy remain unchanged.
CNA80103XX (09-14)
Page 1 of 1
Copyright,CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission
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.
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 7 13134493
Endorsement No: 3; Page: 1 of 1 Policy Page: 24 of 37
Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL
60606
Form No: WC 00 03 13 (04-1984)
Endorsement Effective Date:
Policy No:
Policy Effective Date: 03/01/2023Endorsement Expiration Date:
Copyright 1983 National Council on Compensation Insurance.
Workers Compensation And Employers Liability Insurance
Policy Endorsement
BLANKET 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 0%.
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 7 13136289
Endorsement No: 2; Page: 1 of 1 Policy Page: 12 of 13
Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606
Form No: G-19160-B (11-1997)
Endorsement Effective Date:
Policy No:
Policy Effective Date: 03/01/2023Endorsement Expiration Date:
© Copyright CNA All Rights Reserved.
The Pun Group - Professional External Auditing
Services
Final Audit Report 2023-06-23
Created:2023-06-22
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAguv8Qa33LfVzjotRF_H2TLnACRstpLzE
"The Pun Group - Professional External Auditing Services" Histo
ry
Document created by City of Cupertino (webmaster@cupertino.org)
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Document emailed to Janet Liang (janetl@cupertino.org) for approval
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Agreement completed.
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