Loading...
HomeMy Public PortalAboutC-17-012 - Hinderliter, De Llamas and Associates Amendment No. 2, Sales TaxAMENDMENT NO.2 TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment No. 2") by and between the CITY OF CARSON, a California municipal corporation ("City"), and HINDERLITER, DE LLAMAS AND ASSOCIATES, a California corporation ("Consultant"), is entered into effective as of the 30th day of June, 2020. RECIL Ai,S A. City and Consultant entered into that certain Agreement for Contract Services dated June 20, 2017 ("Agreement!) whereby Consultant agreed to provide City services to review sales tax data that will ensure that City is receiving aI1 sales tax. B. City and Consultant desired, and the City Council's action approved, an agreement for a base term of three (3) years with two (2) one-year options, and a base amount of $9,600 annually, not to exceed $51,000 ("Contract Sum") over five years, plus fifteen percent (15%) of the amount of sales and use tax Consultant recovers on behalf of the City pursuant to the Agreement. C. The Contract Sum includes a built-in $3,000 contingency that accounts for the gap between the approved base amount of $48,000 ($9,600 annually over 5 years) and the Contract Sum. D. The Agreement ultimately executed by the parties included provisions that did not conform to the intent of the parties and were inconsistent with the Council's action and as a result, on July 29, 2019, City and Consultant amended the Agreement ("A mendment No. I ") to correct and clarify such inconsistencies. E. On June 16, 2020, based on the mistaken assumption that Amendment No. 1 did not exist, the City Council approved an amendment to the Agreement ("June 2020 Amendment") to reflect City's exercise of the first of its two (2) one-year options to extend the term of the Agreement for one year, from July 1, 2020 through June 30, 2021 ("First Option Period"), and to decrease the Contract Sum and reduce the tax audit recovery rate. F. Following approval of the June 2020 Amendment, the existence of Amendment No. 1 was discovered and based thereon, it was determined that the June 2020 Amendment could not be executed because amendments made therein were based on inaccurate information that did not incorporate modifications made in Amendment No. 1. Accordingly, the June 2020 Amendment was never executed and will never take effect. G. Now, in recognition that the parties previously entered into Amendment No. 1, the parties desire to enter into this Amendment No. 2 to (i) reflect City's exercise of the first of its two (2) one-year options to extend the term of the Agreement for one year, from July 1, 2020 through June 30, 2021, and (ii) decrease the Contract Sum attributable to the First Option Period by 10%, thereby d=rcasing compensadun during (he First vpiiun Periud frum $9,600" iu $8,640 and 01007.00011669656.1 decreasing the Contract Sum from $51,000 to $50,040, and reduce the tax audit recovery rate from 15% to 13%. H. Based on the foregoing, City and Consultant now desire and intend to enter into Amendment No. 2 retroactive to June 30, 2020, and to thereby authorize the provision of the services under the Agreement by Consultant commencing as of said date, and to ratify and affirm the continuous and uninterrupted term of the Agreement from the effective date of the Agreement until and through June 30, 2021. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text in bold italics and deleted text in r+„.1,•) A. Section 2.1, "Contract Sum," of the Agreement is hereby amended to read in its entirety as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the `Schedule of Compensation' attached hereto as Exhibit `C' and incorporated herein by this reference. The total compensation (the "Contrast Sum"), including reimbursement for actual expenses, consists of a) the Base Amount, plus any necessary fees paid from the Contingency Fund, which cumulatively shall not exceed Fifty-Qae Thousand and Foray Dollars (550,040 951.000) over five (5) years (three-year base term with two one-year options to extend); and b) the "Sales Tax Recovery Fees" described in Section IT of Exhibit C— Schedule of Compensation of this Agreement. Total compensation paid to the Consultant for services provided pursuant to this Agreement shall not exceed the Contract Sum, unless additional compensation is approved pursuant to Section 1.8. The Contract Sum includes compensation for the entirety of the Term, including the two optional one-year extensions." B. Section I of Exhibit `B" of the Agreement, "Special Requirements," is hereby amended to read in its entirety as follows: "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this Agreement shall continue in full force and effect until completion of the services but no later than June 30, 2027 which is four (4) fiat -•--_... isg tL=ee years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D''). City, in its sole discretion, may extend the term for one (1) #we (2) additional ene-year tems, g ea June ..021 and the seese ending on June 30, 2022." C. Section I. of Exhibit "C" of the Agreement, "Schedule of Compensation," is hereby amended to read as follows: "Consultant shall perform the following tasks at the following rates: 010mnoaI/66965061 SUS -BUDGET A. Quarterly and Annual Sales Tai► Reports PI 17-15 $9,600 annually B. Quarterly and Annual Sales Tax Reports FY 18-19 $9,600 annually C. Quarterly and Annual Sales Tax Reports FY 19-20 $9,600 annually D Quarterly and Annual Sales Tax Reports FY 20-21 695608$5,640 annually E. Quarterly and Annual Sales Tax Reports FY 21-22 $9,600 annually BASE AM0 EUVIT SST OT AL 09$47,040 F. Contingency Fund $3,000 TOTAL over five (5) years $64-,M$50 040 (excluding Sales Tax Recovery Fees)" ' D. Section H. of Exhibit "C" of the Agreement, "Schedule of Compensation," is hereby amended so that the audit and recovery rate is reduced from 15% to 13%. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement and Amendment No. 1 shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2 and Amendment No. 1. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement and Amendment No. 1. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein and Amendment No. 1. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1 and this Amendment No. 2, is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 5. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to 010W.0001166965si execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [STGNATURES ON FOLLOWING PAGE] o Lo07.000V669656.1 IN WITNESS WAEREOF, the parties hereto have executed this Amendment No. 2 on the date(s) set forth below with express intent for this Amendment No. 2 to be effective as of June 30, 2020. �OF CAI?SQ G� 4 "Y AT is Gause-Aldana, City Clerk APPROVED AS TO FORM: ALESHTRE & WYNDER, LLP 6;;7-i� Sunny K. Soltani, City Attorney (ril) CITY: CITY F CARSON, In ' ipal corporation A ert obles, Mayor Date: October � '' 2020 CONSULTANT: HINDERLITER, DE LLAMAS AND AS C , Ca rnia corporation By: Name: drew Nicke n Title/lore. ident Y B : f� Name: Richard Dark Title: Chief Financial Officer Address: 120 S. State College Blvd., Suite 200 Brea, CA 92821 Date: October2b, 2020 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the fullowing groups: l) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. 41007.8001/669656.1 A`o2o® CERTIFICATE OF LIABILITY INSURANCE aA 5>272oza 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) 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 an this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff Sawyer 2 Park Plaza, Suite 500 Irvine CA 92614 NAME T Audrey Curtis PHONE FAX j12,g M 949.435.7345 INC, No}: 949.476 3118 _ ADDRESS: acurtis woodruHsa er.com INSURE!NSI AFFORDING COVERAGE NAICN I CLAIMS -MADE [_�.j OCCUR INSURER A. National Fire Insurance Company of Hartford 20478 INSURED HDLCOMP-01 Hinderliter de Llamas & Associates HdL Software, LLC. INSURER 8: Continental Insurance Company 35289 INSURER C. Continental Casualty Company 20443 INSURER D: Lloyds Of London 120 S State College Blvd., Suite 200 Brea CA 92821 INSURER E: Federal Insurance Company_ 20281 _ INSURER F COVERAGES CERTIFICATE NUMBER: 1942005321 REVISION NLIMRFR-- 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, IN. LTSRR TYPE OF INSURANCE I DODIY I POLICYNUMBER I MMO1LIDpYEFF ,,, I MM1DOfYCY EYYPY I LIMITS A X I COMMERCIAL GENERAL LIABILITY Y Y 6056953483 5726/2020 5126/2021 EACH OCCURRENCE 51,000,000 I CLAIMS -MADE [_�.j OCCUR PREMISES Ea oemmencel S 1,000,000 _ MED EXP (Any one person) I $15,000 PERSONAL d ADV INJURY S1.000.000 GENL AGGREGATE LIMIT APPLIES PER: X POLICY D JECT u LOC GENERAL AGGREGATE I S 2,000,000 PRODUCTS-COMPIOP AGG S 2,000,000 I $ OTHER. A AUTOMOBILELIABILnY X ANY AUTO Y Y 6056953466 5126@020 5/26/2021 COMBINED sIN LE LIMIT 1$1,000,000 Ea acadent BODILY INJURY (Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED NONAWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per amdenq S PROPERTY DAMAGE I S Per acddent IS I S X I UMBRELLALIAB I X } OCCUR 6456953502 5126!2020 5/26/2021 EACHOCCURR_ENCE ! 53,000,000 ExCESSL1Aa I GLAIMS-MADE AGGREGATE $3,000.000 DED I X I RETENTION 5 1 n nnn 5 B WORKERS COMPENSATIONY $ AND EMPLOYERS' LIABILITY YIN A NY P R O P R I ETORIP AR TN ERIEXEC UTI V E OFFICERIMEMSEREXCLUDED? {MIn NH) NIA 6056953497 5126/2020 6056677063 5/26/2020 5/26/2021 512612021 X I STATUTE I I ERH EL EACHACCIDENi $1,000,000 E L. DISEASE EA EMPLOYEE! S 1,000,000 11 yyandatory 0 Ss, descnbe under CRIPT ON OF OPERATIONS belov E L DISEASE POLICY LIMIT I S 1,000.000 D Pmlessional Liability/Claim Made C Cyber Liabilay E Cnme I MPLI007920 5/26/2020 6078657761 5/26/2020 82556901 572612020 5126!2021 5126/2021 5/26/2021 Each CtainJA Cyber Lim ggregate i $2,000,000 Cnme Umi1 I 32,OD0,000 € S1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES IACORD 101, Additional Remarks Schedule, maybe attached If Mort space is requfrodl The City its officers, employees and agents are Included as Additional Insured with respect to General Liability, Auto Liability and coverage is considered Primary and Nan -Contributory per attached forms. Waiver of Subrogation applies with respect to General Liability. Auto Liability Workers Compensation per attached forms t'� Tc%_�e 1� 10/13/2020 The City of Carson, its officers, employees and agents 701 E. Carson St Carson CA 90745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 50569534€e COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HindertiterdeLlamas &Associates Endorsement Effective Date: 5n7/2020 SCHEDULE Name(s) Of Person(s) Or Organization(s): The Cq of Carson. its offra•s, employees a�a igrnij 701 E Carson 51 Carson, CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 4410 13 Copyright, Insurance Services Office, Inc,, 2011 Page 1 of 1 CNACNA Paramount Additional Insured - Designated Person or Organization Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person Or Organization: The Cary of Canon, as oMcers employees ana agents 70. E Canon St Cavan CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following: A. The person or organization shown in the Schedule is an Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused in whole or in part, by: the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf. 1. in the performance of the Named Insured's ongoing operations; or 2. in connection with premises owned by or rented to the Named Insured. B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1. coverage broader than required by such contractor agreement; or 2. a higher limit of insurance than required by such contractor agreement. C. The coverage granted by this endorsement does not apply to bodily injury or property damage included within the products -completed operations hazard. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers. takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74745XX (1-15) Policy No: 6058953493 Pagel of 1 Endorsement No: TBD PoIUWCompany - CNA Paramount Effective Date: sn7nwa Insured Name: HdL Companies Copyright CNA All Rights Reserved Includes copyrighted material or Insurance Services Office, Inc., with its permission. CNA 5. Other Insurance Business Auto Policy Policy a. 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: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. 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". c. 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". d. 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. 6. Premium Audit a. 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. b. 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. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: M I The United States of America; 12) The territories and possessions of the United States of America; 13) Puerto Rico; 14) Canada; and (5) 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. Form No: CA 00 01 10 13 Policy; Page: 12 of 16 Policy No- 6056953488 Policy Effective Date-oum7m Underwriting Company: National Fire InsuranCa Company of Hartford. 151 N Franklin St. Chicago, IL Policy Page: 30 of 75 60606 Copyright Insurance Services Office, Inc., 2012 t WAIVER OE Workers Compensation UVC 04 03 06 (04-1984) 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be Waiver of Subrogation Percent of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Waiver of Subrogation Person or Organization The Cay of Carson. +ts clrlcers employees and agents 701 E Carson St Job Description Waiver of Subrogation Job Description Carson. vrt a0'11:9 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 hate) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 04 03 06 {04.19841 policy No: 6056953497 Policy Effective Date 05ce/2020 Policy Page 1 of 1 Copyright 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual ' 2001. POLICY NUMBER: 6056953466 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Hindedder de Llamas I. Ass=ates Endorsement Effective Date: W712020 SCHEDULE Name Of Person(s) Or Organization(s): The City of Carson. its officers, employees and agents 701 E Carson 5t Carson, CA 90745 I Information reauired to complete this Schedule. if not shown above. will be shown in the Declarations. I Each person or organization shown in the Schedule is Covered Autos Liability Coverage in the Business an "insured" for Covered Autos Liability Coverage, but Auto and Motor Carrier Coverage Forms and only to the extent that person or organization qualifies Paragraph D.2. of Section I — Covered Autos as an "insured" under the Who is An Insured Coverages of the Auto Dealers Coverage Form. provision contained in Paragraph A.I. of Section II — CA 20 4810 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 �� CNA Paramount Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Policy No: 6ase9s�aaa CNA75008XX (1Q-16) Pagel of 1 Endorsement No: TBD g Effective Date: 05awe2o {CNA} Endo EffectiveDate: W7rMD Insured Name: Hinderliter de Llamas & Associates, HdL Software, LLC. Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office. Inc with its pemdssian CNA Technology General Liability Extension Endorsement K. Other Person Or Organization/ Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization_ 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurers authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1-15) Page 5 of 14 Policy No: $056953483 Endorsement No: 1 Effective: 051mm2o Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office, Inc., with its permission.