25-089 Moss Adams Baker Tilly Advisory Group for Internal Audit ServicesASSIGNMENT AND ASSUMPTION AMENDMENT
June 23, 2025
This Assignment and Assumption Amendment (“Assignment”) to the Agreement (as defined
below) is made by and among Moss Adams LLP (“Moss Adams”), Baker Tilly Advisory
Group, LP (“Assignee”), and City of Cupertino (“Client”).
WHEREAS, Moss Adams and Client entered into a CONSULTING SERVICES
AGREEMENT FOR INTERNAL AUDIT SERVICES dated August 23, 2021, together with any
ancillary agreements entered into in connection therewith, and any active Statements of
Work subject thereto (collectively the “Agreement”);
WHEREAS, Moss Adams entered into an Equity Purchase Agreement under which
Moss Adams will combine with Baker Tilly (“Transaction”); and
WHEREAS, upon the closing of the Transaction (“Effective Date”), Assignee desires
to provide services described in the Agreement (the “Services”), and Client desires to permit
Assignee to do so.
The parties hereby agree as follows:
1. Assignment and Assumption of Agreement. As of the Effective Date: (a) Moss Adams
assigns to Assignee all of Moss Adams’ rights and obligations under the Agreement, and
(b) Assignee hereby accepts such assignment and assumes and agrees to perform all of
Moss Adams’ obligations under the Agreement.
2. Consent. Client hereby (i) consents to the assignment of the Agreement from Moss
Adams to Assignee, and (ii) waives any notice or other requirements under the
Agreement with respect to such assignment of the Agreement.
3. Alternative Practice Structure. In connection with the Transaction, Moss Adams will be
restructured into an alternative practice structure with Assignee and Baker Tilly US, LLP
(“BTUS”) in accordance with the Code of Professional Conduct of the American Institute
of Certified Public Accountants (“AICPA”). Following the Effective Date, BTUS, a
licensed CPA firm, will provide audit and attest services to Moss Adams’ clients.
Assignee will provide non-attest services, such as tax, consulting, and other advisory
services. Assignee is not a licensed CPA firm. BTUS has a contractual arrangement with
Assignee whereby Assignee provides BTUS with administrative, operational and
personnel support to its professional services. As part of the Transaction, Moss Adams
will transfer its client files to Assignee to facilitate client services on a go-forward basis.
Assignee will comply with the AICPA Code of Professional Conduct, as applied to an
alternative practice structure, and applicable federal, state and local rules, with respect to
the confidentiality of client information. Client information will be kept confidential in
accordance with all confidentiality, privacy and security obligations that currently apply.
4. Miscellaneous. Except as expressly provided in this Assignment, the terms and
conditions of the Agreement remain unmodified and in full force and effect. This
Assignment will inure to the benefit of, and will be binding upon, the parties’ successors,
heirs and assigns.
Docusign Envelope ID: 89D679E1-288D-4995-8346-C646D28C6758
Assignment and Assumption Amendment
June 23, 2025
Page 2 of 2
ACCEPTED AND AGREED:
Signed: ________________________
Name: Jeff Brown_______________
Title: Principal___________________
Date: __________________________
Signed:
Name:
Title: _________________________________
Date: _________________________________
Baker Tilly Advisory Group, LP
Signed: ___________________________
Name: ___Colleen Rozillis_____________
Title: Principal______________________
Date: _06-23-2025___________________
Attest
Signed____________________________
Name: ____________________________
Title: City Clerk_____________________
Date: _______________________________
Client 702697
Approved as to Form
Signed:_______________________________
Name: _____Michael Woo________________
Title: Senior Assistant City Attorney________
Date: _________________________________
Docusign Envelope ID: 89D679E1-288D-4995-8346-C646D28C6758
6/23/2025
Kirsten Squarcia
6/23/2025
6/23/2025
6/23/2025
Interim City Manager
Tina Kapoor
Certificate Of Completion
Envelope Id: 89D679E1-288D-4995-8346-C646D28C6758 Status: Completed
Subject: Complete with Docusign: Assignment and Assumption Amendment - Cupertino+ Baker Tilly Merger_v2.pdf
Deltek Client Engagement Code (123456.XXXX): 702697
Office Location:
Seattle
Document Type: Consulting - Other
Source Envelope:
Document Pages: 2 Signatures: 4 Envelope Originator:
Certificate Pages: 4 Initials: 0 Kailyn Jasonowicz
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
999 Third Avenue
Suite 2800
Seattle, WA 98104
Kailyn.Jasonowicz@mossadams.com
IP Address: 163.116.140.195
Record Tracking
Status: Original
6/23/2025 12:48:33 PM
Holder: Kailyn Jasonowicz
Kailyn.Jasonowicz@mossadams.com
Location: DocuSign
Security Appliance Status: Connected Pool: Security Pool
Signer Events Signature Timestamp
Jeff Brown
Jeff.Brown@mossadams.com
Chief Risk Officer
Moss Adams LLP
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 163.116.249.46
Sent: 6/23/2025 1:04:22 PM
Resent: 6/23/2025 3:28:14 PM
Viewed: 6/23/2025 4:31:22 PM
Signed: 6/23/2025 4:31:37 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Kirsten Squarcia
KirstenS@Cupertino.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.241.178.249
Sent: 6/23/2025 1:04:24 PM
Viewed: 6/23/2025 1:07:46 PM
Signed: 6/23/2025 2:22:30 PM
Electronic Record and Signature Disclosure:
Accepted: 6/23/2025 1:07:46 PM
ID: 38e3d53e-10e3-4226-8500-8e05ba9a7910
Michael K Woo
michaelw@cupertino.org
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.170.186.236
Sent: 6/23/2025 1:04:23 PM
Resent: 6/23/2025 3:28:16 PM
Viewed: 6/23/2025 3:32:26 PM
Signed: 6/23/2025 3:34:25 PM
Electronic Record and Signature Disclosure:
Accepted: 6/23/2025 3:32:26 PM
ID: ed837cf9-3aa1-407f-a889-dca463226c9f
Signer Events Signature Timestamp
Tina Kapoor
tinak@cupertino.gov
Interim City Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 64.165.34.3
Sent: 6/23/2025 1:04:23 PM
Resent: 6/23/2025 3:27:46 PM
Resent: 6/23/2025 3:28:16 PM
Viewed: 6/23/2025 3:35:57 PM
Signed: 6/23/2025 3:36:42 PM
Electronic Record and Signature Disclosure:
Accepted: 6/23/2025 3:35:57 PM
ID: d2c1d96c-42e5-4271-aba9-2be270b99098
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Colleen Rozillis
Colleen.Rozillis@mossadams.com
Partner
Moss Adams LLP
Security Level: Email, Account Authentication
(None)
Sent: 6/23/2025 1:05:46 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Marina Blosser
Marina.Blosser@mossadams.com
Admin Ops Manager
Moss Adams LLP
Security Level: Email, Account Authentication
(None)
Sent: 6/23/2025 1:04:23 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/23/2025 1:04:24 PM
Envelope Updated Security Checked 6/23/2025 1:05:46 PM
Envelope Updated Security Checked 6/23/2025 1:05:46 PM
Envelope Updated Security Checked 6/23/2025 1:29:47 PM
Envelope Updated Security Checked 6/23/2025 1:29:47 PM
Envelope Updated Security Checked 6/23/2025 1:29:47 PM
Envelope Updated Security Checked 6/23/2025 1:29:47 PM
Envelope Updated Security Checked 6/23/2025 1:29:47 PM
Envelope Updated Security Checked 6/23/2025 3:27:45 PM
Envelope Updated Security Checked 6/23/2025 3:27:46 PM
Envelope Updated Security Checked 6/23/2025 3:27:46 PM
Certified Delivered Security Checked 6/23/2025 3:35:57 PM
Envelope Summary Events Status Timestamps
Signing Complete Security Checked 6/23/2025 3:36:42 PM
Completed Security Checked 6/23/2025 4:31:37 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
CONSENT FOR USE OF ELECTRONIC SIGNATURES AND DOCUMENTS
By selecting the "I Accept" button, you are signing this document electronically. You agree your electronic signature is
the legal equivalent of your handwritten signature on this document. By selecting "I Accept" using any device, means or
action, you consent to the legally binding terms and conditions of this document. You further agree that your signature on
this document (your "E-Signature") is as valid as if you signed the document in writing. You also agree that no
certification authority or other third party verification is necessary to validate your E-Signature, and that the lack of such
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your E-Signature will be legally binding and such transaction will be considered authorized by you.
Electronic Record and Signature Disclosure created on: 6/2/2025 4:05:11 PM
Parties agreed to: Kirsten Squarcia, Michael K Woo, Tina Kapoor