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HomeMy Public PortalAboutC-21-056 - HINDERLITER DE LLAMAS AND ASSOCIATES AMENDMENT NO. 1AMENDMENT NO. I TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment") 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 4th day of October, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Contract Services dated May 18, 2021 ("Agreement"), whereby Consultant agreed to provide City services to obtain and collect sales and use tax information from appropriate government agencies and to furnish all such information to the City. The term of the Agreement will expire May 17, 2024 and City has two options to extend the term for additional one-year terms. The Contract Sum is for an amount not to exceed $28,800 plus 15% of new sales and use tax revenue recovered by Consultant on behalf of the City. B. City and Consultant now seek to expand the Scope of Services so that Consultant will now provide services to obtain and collect sales or transactions and use tax information related to Measure "K" from appropriate government agencies and to furnish all such information to the City, for an additional not to exceed amount of $4,000 bringing the adjusted Contract Sum to an amount not to exceed $32,800, plus 25% of new sales or transactions and use tax revenue recovered by Consultant on behalf of the City and Consumer Price Index adjustments. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text in bold italics and deleted text in +' +� ^" )• A. Section 1.8 (Additional Services) of the Agreement is hereby amended to read in its entirety as follows: "1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section -1- 01007.0007/820102.1 shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. For purposes of this Section 1.8 only, the Parties shall deem the Contract Sum to be $32,80089." B. Section 2.1 (Contract Sum) of the Agreement is hereby amended to read in its entirety as follows: "2.1 Contract Sum. 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, including reimbursement for actual expenses, shall not exceed Thirty Two Twer4 E4& Thousand Eight Hundred Dollars ($32,800 $28;888) plus 15% of new sales and use tax revenue recovered by Consultant pursuant to Section I1 and 25% of new sales or transactions and use tax revenue recovered by Consultant plus certain Consumer Price Index adjustments pursuant to Section II, of Exhibit C, Schedule of Compensation of this Agreement (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." C. Subsection (e) of Section 6.4 (Confidentiality and Release of Information) of the Agreement is hereby amended to read in its entirety as follows: "6.4 Confidentiality and Release of Information. (e) Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. Section 7056 specifies the conditions under which a City may authorize persons other than City officers and employees to examine State sales or transactions and use tax Sales and Use Tay records. The following conditions specified in Section 7056-(b), (1) of the State of California Revenue and Taxation Code are hereby made part of this Agreement: (i) Consultant is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to City pursuant to contract under the Bradley - Burns Uniform Sales and Use Tax Law Revenue and Taxation Code section 7200 et. seq. -2- 01007.0007/820102.1 (ii) Consultant is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. (iii) Consultant is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement. (iv) Consultant is prohibited from retaining the information contained in, or derived from those sales, use or transactions and use tax records, after this Agreement has expired. Information obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person authorized to examine sales or transactions and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code." D. Exhibit "A" (Scope of Services) of the Agreement is hereby replaced with Exhibit "A" (Scope of Services), attached hereto and incorporated herein by this reference. E. Exhibit "C" (Schedule of Compensation) of the Agreement is hereby replaced with Exhibit "C" (Schedule of Compensation), attached hereto and incorporated herein by this reference. F. Exhibit "D" (Schedule of Performance) of the Agreement is hereby replaced with Exhibit "D" (Schedule of Performance), attached hereto and incorporated herein by this reference. 2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 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. 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. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. -3- 01007.0007/820102.1 Consultant represents and warrants to City that, as of the date of this Amendment, 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, 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. 5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said parry, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -4- 01007.0007/820102.1 DocuSign Envelope ID. 6DD46B1C-E3AC-46B5-9698-5830DFAAB23D IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first -above written. ATTEST: 4 Rad, Dr. Khaleah R. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney 11JI] CITY: CITY OF CARSON, a municipal corporation ula Davis -Holmes, Mayor CONSULTANT: HINDERLITER, DE LLAMAS AND ASSOCIATES, a California corporation DoeuSlpn.dby: By: AWkLw h(lku5m Name: drew Nickerson Title: President By:L�V—Signad by: cG ark, PPA Name: Richard Park Title: CFO Address: 120 S. State College Blvd., #200 Brea, CA 92821 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. -5- 01007.0007/820102.1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first -above written. ATTEST: Dr. Khaleah R. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney 1r 11 CITY: CITY OF CARSON, a municipal corporation Lula Davis -Holmes, Mayor CONSULTANT: HINDERLITER, DE LLAMAS AND ASSOCIATES, a California corporation Lo Name: Title: Name: Title: Address: 120 S. State College Blvd., #200 Brea, CA 92821 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. -5- 01007.0007/820102.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 12022 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0007/820102.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2022 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. 01007.0007/820102.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0007/820102.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: Obtain and collect sales and use tax information from appropriate government agencies and provide all such information to the City. Additionally, Consultant shall audit, analyze, and seek misallocation of monies and provide City written reports detailing findings. The foregoing shall include but not be limited to the following: A. Collect City, county and state sales and use tax dates from the appropriate governmental agencies and provide comparison information relating to the City. B. Audit and analyze City sales and use tax revenue sources. C. Provide written audited data and written findings to the City relating to sales and use tax trends and economic statistics. D. Contact appropriate entity(s) and governmental agency(s) to confirm protocol on filing all necessary documentation and recover misallocated tax monies. E. Provide both quarterly and annual reports illustrating computation and compilations of both audits and findings. F. Provide technological capabilities, as well as accessing data and analytic solutions to City staff with insights pertaining to revenues (actuals, budget, and forecast). IA. Commencing October 4, 2022, Consultant will perform the following Services with respect to City's Measure "K" Taxes: A. Transactions Tax and Economic Analysis/Forecasting Services/Reports • Provide periodic updated reports to City identifying changes in sales by individual businesses, business groups and categories, and by geographic area. These reports may include, without limitation, aberrations due to State audits, fund transfers, and receivables, along with late or double payments, and reconciliation worksheets to assist with budget forecasting. Establish a special database with California Department of Tax and Fee Administration ("CDTFA ") registration data for businesses within applicable Measure "K" boundaries holding seller's permit accounts. Endeavor to identify transactions and use tax measure/district allocations under such accounts for the most current quarter and immediately prior quarter where available. Periodically license for the limited, non-exclusive, non -transferable use by City's staff certain of Consultant's web -based sales, use and/or transactions tax program(s) containing sellers permit, registration, 01007.0007/820102.1 allocation and related information for business outlets within City's jurisdiction registered with the CDTFA. • Provide periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments. B. Allocation and Audit Recovery Services • Conduct (as and when mutually agreed with City) initial and on-going sales, use and transactions tax audits of businesses to help identify and correct distribution and allocation errors, and to help effect favorable registration, reporting or formula changes thereby generating previously unrealized sales, use or transactions tax income for City and/or recover misallocated tax from registered taxpayers. Common errors to be monitored and corrected include transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; formula errors, misreporting of `point of sale" to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments. • Initiate contacts with the CDTFA and sales management and accounting officials in companies that have businesses where a probability of error exists to endeavor to help verify whether current tax receipts accurately reflect the local sales activity. • Prepare and submit to the CDTFA information for the purpose of correcting any identified allocation errors, and follow-up with individual businesses and the CDTFA to advocate for City recovery of back or prospective payments that may be owing. • If, during the course of its audit, Consultant finds businesses located in City's jurisdiction that are properly reporting sales, use or transactions taxes but have the potential for modifying their operation to provide an even greater share to City, Consultant may so advise City and collaborate with those businesses and City to encourage such changes. C. Consulting and Other Optional Services From time to time in its sole discretion, consult with City's staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax, (ii) utilization of reports to enhance collection efforts, (iii) sales tax projections for proposed annexations, economic development projects and budget planning, (iv) negotiating/review of tax sharing 01007.0007/820102.1 agreements, (v) establishing purchasing corporations, (vi) meeting with taxpayers to encourage self-assessment of tax obligations, and (vii) other sales, use or transactions tax revenue -related matters. Il. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Both written audited data and written findings related to sales and use tax trends and economic statistics. B. Both quarterly and annual reports illustrating computation and compilations of audits and findings. C. With respect to Measure "K" taxes, periodic updated reports to City identifying changes in sales by individual businesses, business groups and categories, and by geographic area. D. With respect to Measure "K" taxes, periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. As needed and as requested by City. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Andy Nickerson, President/CEO B. Bobby Young, Director of Client Services, Project Manager C. Ken Brown, Principal D. Bret Plumlee —Principal E. Robin Sturdivant —Principal F. Matt Hinderliter —Director of Audit Services G. Quang Dang —Associate Director of Audit Services H. Mary Hubbell —Manager of Production Services 01007.0007/820102.1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: Sales and Use Tax Management Services *If first option to extend is exercised. **If second option to extend is exercised. This includes access to the City's sales tax database through Consultant's web -based software and quarterly meetings with one of Consultant's principals. In preparation for each meeting, a principal of the Consultant shall analyze the City's data in detail and meet with appropriate City officials to review trends, point out businesses that should be contacted as part of the City's business retention program and discuss and make recommendations regarding the economic and budget implications of the quarter's data. Also included is a non -confidential newsletter. 01007.0007/820102.1 ANNUAL RATE BUDGET A. Sales Tax $800 Per Month $9,600 Management Services FY 21-22 B. Sales Tax $800 Per Month $9,600 Management Services FY 22-23 C. Sales Tax $800 Per Month $9,600 Management Services FY 23-24 TOTAL: $28,800 D. Sales Tax $800 Per Month $9,600* Management Services FY 24-25 E. Sales Tax $800 Per Month $9,600** Management Services FY 25-26 TOTAL IF BOTH OPTIONS TO $48,000 EXTEND ARE EXERCISED *If first option to extend is exercised. **If second option to extend is exercised. This includes access to the City's sales tax database through Consultant's web -based software and quarterly meetings with one of Consultant's principals. In preparation for each meeting, a principal of the Consultant shall analyze the City's data in detail and meet with appropriate City officials to review trends, point out businesses that should be contacted as part of the City's business retention program and discuss and make recommendations regarding the economic and budget implications of the quarter's data. Also included is a non -confidential newsletter. 01007.0007/820102.1 Sales and Use Tax Recovery Fee In addition to the fees under Section I above, Consultant shall receive a recovery fee for all new sales and use tax revenue received by the City as a result of audit and recovery work performed by Consultant, at the rate of 15%. This audit fee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue in addition to any retroactive back quarter adjustments obtained by Consultant. Audit fees are billed only after completion of the audit, submittal of corrections to the CDTFA and receipt of revenues by the City. 100% of all new revenue generated by Consultant flows to the City after the completion of the eight quarters. The fee constitutes the full reimbursement to Consultant and covers all direct and indirect costs incurred by Consultant under this Agreement, including all employees' salaries, travel expenses and service contracting costs as well as the software to be delivered to the City. II. Commencing October 4, 2022, Consultant shall perform the following tasks at the following rates: Sales or Transactions and Use Tax Services *If first option to extend is exercised. **If second option to extend is exercised. 01007.0007/820102.1 ANNUAL RATE BUDGET A. Sales or Transactions $200 Per Month $1,600 and Use Tax Services FY 22-23 B. Sales or Transactions $200 Per Month $2,400 and Use Tax Services FY 23-24 TOTAL: $4,000 D. Sales or Transactions $200 Per Month $2,400* and Use Tax Services FY 24-25 E. Sales or Transactions $200 Per Month $2,400** and Use Tax Services FY 25-26 TOTAL IF BOTH OPTIONS TO $8,800 EXTEND ARE EXERCISED *If first option to extend is exercised. **If second option to extend is exercised. 01007.0007/820102.1 Consultant may change the fees established above upon at least 30 days' prior written notice to City (but not more than once a year). Any such change must be with reference to the 12 -month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CM -U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"), and be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (1001o) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%. Allocation and Audit Recovery Services Fees for performing the allocation and audit recovery Services described above shall be 25% of all new, increased and recovered transactions and use tax measure/district revenue received by City as a result, in whole or in part, of such Services, including without limitation, any reimbursement or other payment from any State fund and any point of sale misallocations. These fees shall be paid notwithstanding any related City assistance, work in parallel, and/or incurrence of attorneys' fees or other costs or expenses in connection with the relevant Services. The fees described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the first eight (8) consecutive reporting quarters following completion of Consultant's allocation audit and confirmation by the CDTFA of the relevant corrections. Consultant recognizes City's authority to waive or reduce the tax/fee-related debt of a business. Should City decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half (112) of the fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a City voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision. General Provisions Relating to Fees Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre -approved by City. 01007.0007/820102.1 III. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. N/A IV. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. V. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. VI. The total compensation for the Services shall not exceed $32,800 $28,800 plus 15% of all amounts recovered under Section Il and 25% of all amounts recovered and CPI adjustments made under Section II, of this Exhibit C, as provided in Section 2.1 of this Agreement. VII. The Consultant's billing rates for all personnel and other incidental costs are attached as Exhibit C- 1. 01007.0007/820102.1 I. II. EXHIBIT "D" SCHEDULE OF PERFORMANCE Consultant shall perform all services timely in accordance with the following schedule: A. Tasks will be continuous, on-going and as directed by the Contract Officer. B. The tax reports shall be provided to City as follows: Quarterly Reports Annual Reports Deadline 30 days after quarter end date for California Department of Tax and Fee Administration 30 days after data is made available by California Department of Tax and Fee Administration Consultant shall deliver the following tangible work products to the City by the following dates. A. With respect to taxes that are not associated with Measure "K," both written audited data and written findings related to sales tax trends and economic statistics. B. With respect to taxes that are not associated with Measure "K," both quarterly and annual reports illustrating computation and compilations of audits and findings. C. With respect to Measure "K" taxes, periodic updated reports to City identifying changes in sales by individual businesses, business groups and categories, and by geographic area. D. With respect to Measure "K" taxes, periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0007/820102.1 ACC)R of CERTIFICATE OF LIABILITY INSURANCE FDATE (MM/DD/YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 07117/2022 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(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). PRODUCER NAME CT Marsh Affinity Marsh Affinity PHONE FAX 800-743-8130 a division of Marsh USA Inc. (AIC, No, Ext): (A/C, No): PO Box 14404 SS: ADPTotalSource@marsh.com ADDRESS: Des Moines, IA 50309-9686 INSURER(S) AFFORDING COVERAGE NAIC # CLAIMS -MADE ❑ OCCUR INSURERA: AIU Insurance Company 19399 INSURED INSURERB: ADP TotalSource DE IV, Inc. INSURER C : 5800 Windward Parkway INSURER D : Alpharetta, GA 30005 UC/F: INSURER E: Hindediter de Llamas & Associates INSURER F: 120 S State College Blvd Suite 200 Brea, CA 928210000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPEOFINSURANCE ADDLSUBR INSD WVD POLICY NUMBER POLICYEFF (MMIDD/YYYY) POLICYEXP (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE ❑ OCCUR DAMAGE TO RENTED $ PREMISES Ea occurrence MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY F—] JECT LOC AOTHER: PRODUCTS -COMP/OP AGG $ $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTYnt DAMAGE Per accide$ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESSLIAB CLAIMS -MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION - ANDEMPLOYERS'LIABILITY Y/N X STATUTE ER E.L. EACH ACCIDENT $ 2,000,000 A ANYPROPRIETOR/PARTNER/EXECUTIVEElX OFFICER/MEMBER EXCLUDED? WC 053422880 CA 07/01/2022 07/01/2023 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 Mandatory in NH) f yes, describe under E.L. DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS below 77 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All worksite employees working for HINDERLITER DE LLAMAS & ASSOCIATES, paid under ADP TOTALSOURCE, INC's payroll, are covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF The City of Carson, its officers, employees and agents AS RESPECTS OF JOB PERFORMED BY Hindediter de Llamas & Associates, AS REQUIRED BY WRITTEN CONTRACT CERTIFICATE HOLDER CANCELLATION The City of Carson, its officers, employees and agents 701 E. Carson St Carson, CA 90745 ACORD 25 (2016/03) 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 CORPO The ACORD name and logo are registered marks of ACORD reserved. BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 07/01/2022 12:01 AM Issued to ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Hinderliter de Llamas & Associates 120 S State College Blvd Suite 200 Brea, CA 928210000 By AIU Insurance Company forms a part of Policy No. WC 053422880 CA We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be 2% of the total estimated workers compensation premium for this policy. ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO WAIVE YOUR RIGHTS OF RECOVERY AGAINST, UNDER ANY CONTRACT OR AGREEMENT YOU ENTER INTO PRIOR TO THE OCCURRENCE OF LOSS WC 04 03 61 Countersigned by (Ed. 11/90) Authorized Representative �® CERTIFICATE OF LIABILITY INSURANCE DAT5/(19/2022YY) 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(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). PRODUCER Woodruff Sawyer 2 Park Plaza, Suite 500 CONTACT Audrey CUItIS PHONE FAx • 949-435-7345 'C' IC No): Irvine CA 92614 ADDRESS: acurtis@woodruffsawyer.com INSURERS) AFFORDING COVERAGE NAIC # Y INSURER A: National Fire Insurance Company of Hartford 20478 5/26/2022 INSURED HDLCOMP-01 Hinderliter de Llamas & Associates HdL Software, LLC. INSURER 13: Continental Insurance Company 35289 INSURER C: Valley Fore Insurance Company 20508 INSURER D: Nautilus Insurance Company 17370 120 S. State College Blvd, Suite 200 Brea CA 92821 INSURER E: Continental Casualty Company 20443 INSURER F: Federal Insurance Company 20281 COVERAGES CERTIFICATE NUMBER: 384894183 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSIR TR TYPE OF INSURANCE INSD WVDSUBR POLICY NUMBER POLICY EFF MM DD/YYYY PLICY EXP MM/DDNYYY LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y 6056953483 5/26/2022 5/26/2023 EACH OCCURRENCE $1,000,000 CLAIMS -MADE Fx] OCCUR DAMAGE To RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X PRO - POLICY PRO - PRODUCTS - COMP/OPAGG $2,000,000 $ OTHER: OTHER: A AUTOMOBILE LIABILITY Y Y 6056953466 5/26/2022 5/26/2023 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ ANY AUTO 1X OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident B X UMBRELLA LAB X OCCUR 6056953502 5/26/2022 5/26/2023 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LAB CLAIMS -MADE DED I X I RETENTION $ 1,, non $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE I I ER EACH ACCIDENT $ ANYPROPRIETOR/PARTNER/EXECUTIVEE.L. OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ D E F Professional Liability/Claim Made Cyber Liability Crime ME090571750522 6078657761 82556901 5/26/2022 5/26/2022 5/26/2022 5/26/2023 5/26/2023 5/26/2023 Each Claim/Aggregate $2,000,000 Cyber Limit $2,000,000 Crime Limit $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The City, its officers, employees and agents are included as Additional Insured on a Primary and Non-contributory basis with a Waiver of Subrogation to the extent provided in the attached forms. %.CR I Ir-ItIm 1 C IIVLUCI[ 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 (2016/03) The ACORD name and logo are registered marks of ACORD CJVA CNA 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 City of Carson, its officers, employees and agents 701 E. Carson St Carson 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 contract or agreement; or 2. a higher limit of insurance than required by such contract or 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) Pagel of 1 PoIUWCompany - CNA Paramount Insured Name: HdL Companies Copyright CNA All Rights Reserved. Policy No: 6056953483 Endorsement No: Effective Date: 5/19/2022 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: 6056953455 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: HinderliterdeLlamas &Associates Endorsement Effective Date: 5/19/2022 SCHEDULE Name(s) Of Person(s) Or Organization(s): The City of Carson, its officers, employees and agents 701 E. Carson St 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 44 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 5. Other Insurance Business Auto Policy OflCy 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: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) 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 No; 6056953466 Policy ; Page: 12 of 16 Policy Effective Date:05/2612022 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL Policy Page: 30 of 75 60606 " Copyright Insurance Services Office, Inc., 2012 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: HindediterdeLlamas &Associates Endorsement Effective Date: 5/1 912 02 2 SCHEDULE Name Of Person(s) Or Organization(s): The City of Carson, its officers, employees and agents 701 E. Carson St Carson, CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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 1 — 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 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 CNA 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 PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: The City of Carson, its officers, employees and agents 701 E. Carson St Carson CA 90745 (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. POIICy NO: 6056953483 CNA75008XX (10-16) Endorsement No: Pagel of 1 Effective Date: 05/26/2022 {CNA} Endo EffectiveDate: 5/19/2022 Insured Name: Hinderliter de Llamas & Associates, HdL Software, LLC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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: 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 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1-15) Page 5 of 14 Policy NO: 6056953483 Endorsement No: 1 Effective: 05/26,2022 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.