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HomeMy WebLinkAboutEC17-025 - Original - Buxton - Contract - 01/12/17 mu umm IIIIIIflV1iiiidlii uuull I��IIIIIIIIII IO�Illllllooumo .. 0 V IIIIV�um., Records KENT Document WAB OTQN' CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name Buxton Vendor Number: JD Edwards Number Contract Number: GI-1 — 0 This is assigned by City Clerk's Office Project Name: Development of the Food Innovation Network Pilot Kitchen Description: ❑ Interlocal Agreement ❑ Change Order ® Amendment ❑Contract ❑ Other: Grant Contract Effective Date 1/12/2017 Termination Date: 12/31/2017 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Bill Ellis Department: Econ & Comm. Dev. Contract Amount: Approval Authority: (CIRCLE ONE) Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): Is an web-based platform which provide on-line access to Scout for business Users As of: 08/27/14 CONSULTANT SERVICES ACREEMIENT between the City of Kent and Buxton THIS AGREEMENT Is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Buxton organized under the laws of the State of Texas , located and doing business at 2651 South Polaris Drive, Fort Worth, Texas, 76137 (817) 332-3681 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: SCOPE OF SERVICES Pursuant to the terms of our previous agreement, Buxton is pleased to present this statement of work to the City of Kent, a Washington municipal corporation ("City of Kent"), to renew your current Scope of Services as follows: SCOUT Buxton will renew your access to SCOUT and you will be enabled with four (4) Business Intelligence Users. SCOUT is a web-based platform which is accessible on any Windows or iOS enabled device with an Internet connection, designed to give decision-makers in your community access to the data and solutions that will assist them in making better business decisions, Benefits of SCOUT Include: » » Drive your retail expansion o » Make a compelling case why retailers should come to your community » » Demographic reports » » Provide your business owners with competitive advantage » » Split-screen views and Google street view I • Dynamic thematic mapping » » Print large maps (including large format) Custom Demographic Report Buxton will develop a custom demographic report for the Kent School Board that will include the following variables: age, household Income projected growth, and additional important variables determined by Kent School Board and Buxton. Buxton will make this custom report available via SCOUT for the duration of this agreement. Insert Detailed Description of Work Consultant will be Performing Contract terms are not to exceed $20,000 and to expire on 12/31/17 as stated in exhibit A attached and incorporated. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region In effect at the time those services are performed. II.. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above Immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by December 31, 2017. CONSULTANT SERVICES AGREEMENT- 1 ($20,000 or Less) III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed 20,000.00, for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by It for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice, If the City objects to all or any portion of an Invoice, it shall notify the Consultant and reserves the option to only pay that portion of the Involce not in dispute. In that event, the parties wlil Immediately make every effort to settle the disputed portion. W. INDEPENDENT CONTRACTOR. The parties Intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only In the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that Is eligible for a business deduction for federal Income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged In an independently established trade, occupation, profession, or business of the same nature as that Involved under this Agreement. D. The Consultant Is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, Including the Intemal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of Its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation,. national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and avalllable to perform the work to which the employment relates. Consultant CONSULTANT SERVICES AGREEMENT- 2 ($20,000 or Less) i shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VIZ. INDEMNIFICATION. Consultant shall defend, Indemnify and hold the City, its officers, officials„ employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, Including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's Inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, In the event of liability for damages arising out of bodily Injury to persons or damages to property caused by or resulting, from the concurrent negligence of the Consultant and the City, Its officers, offlclals, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE. TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER, In the event Consultant refuses tender of defense in any suit or any claim, If that tender was made pursuant to this Indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees Incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII, INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the Clty upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City In satisfying the City's duties and obllgations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by Consultant For this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION, Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. CONSULTANT SERVICES AGREEMENT - 3 ($20,000 or Less) XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any Moss of or damage to materials, tools, or other articles used or held for use In connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. f3ecvciable Materials. Porsuant to Chapter 3.80 of the Kent City Code, the City requires Its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Nan-Waiver of Breach, The failure of the City to Insist upon strict performance of any of the covenants and agreements contained, in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain In full force and effect, C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed In accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by fifing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree In writing to an altemative dispute resolution process. in any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all Its legal costs and attorney's fees Incurred' In defending or bringing such claim or lawsuit, inducing all appeals, in addition to any other recovery or award provided by law; pMm1ded,, however, nothing In this paragraph shall be construed to limit the City's right to Indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given If sent to the addressee at the address stated In this Agreement or such other address as may be hereafter specified In writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives Its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. e F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entre Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language In any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Corn IEp anoe with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel) engaged In operations covered by this Agreement or accruing out of the performance of those operations. I. Public Retards Act, The Consultant acknowledges that the City Is a public agency subject to the Public Records Act codlfled in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant In Its performance of this CONSULTANT SERVICES AGREEMENT- 4 ($20,000 or Less) Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City In satisfying the Clty's duties and obligations under the Public Records Act. J. CITY Business License K"„uIred Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K, (q 0}eyTlarts and Sianatures by Fax or Email, This Agreement may be executed In any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received In person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to Its effective date are ratlfled and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: By: b?df1Aa � By._ fiP. sd�n"e )' (slgnetur8) Print Name; trl �+qli� Print Name: Ben Wolters, Director Its, C /de i� Its: Econ. & Comm. Dev. Dept. (title) J f DATE: 1t I DATE: I R C 7 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO�- ------- CONSULTANT: CITY OF KENT: Matt Tate Buxton Bill Ellis 2651 South Polaris Drive City of Kent Fort Worth, TX 76137 220 Fourth Avenue South (817) 332-3681 (telephone) Kent, WA 98032 i (253) 856-5707 (telephone) 253 86-6454 (facsimile) I I CONSULTANT SERVICES AGREEMENT- 5 ($20,000 or Less) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent 1s committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractor's and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response Is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and It will be at the City's sole determination regarding suspension or termination for all on part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing b low, I agree to fulfill the five requirements referenced above. �I a For: D A o By: Title: G fr Date: i I VZ42 EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT i This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I I, the undersigned, a duly represented agent of Lk n -pN Company, hereby acknowledge and declare that the before-mentioeedc �p�y ras the prime contractor fo the Agreement known as COI✓ CT AG the was entered into on the— I/ a��� _ (date) between the firm I represent and the City of Kent. i I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: - lot— For; 81 job!✓ 0 Title: Date: i i I i EEO COMPLIANCE DOCUMENTS - 3 EXHIBIT A ^+a. Renewal Proposal SUT SOLUTIOM I a 8 I 0K T WASHINGTON Prepared by:Matthew Tate Expiration:March 31, 2017 Bwxton Page 2 of 2 SCOPE OF SERVICES Pursuant to the terms of our previous agreement, Buxton is pleased to present this statement of work to the City of Kent,a Washington municipal corporation ("City of Kent'), to renew your current Scope of Services as follows: SCOUT Buxton will renew your access to SCOUT and you will be enabled with four (4) Business Intelligence Users.SCOUT is a web-based platform which is accessible on any Windows or iOS enabled device with an Internet connection,designed to give decision-makers in your community access to the data and solutions that will assist them in making better business decisions. Benefits of SCOUT include: • Drive your retail expansion • Provide your business owners with • Make a compelling case why retailers competitive advantage should come to your community • Split-screen views and Google street view • Demographic reports • Dynamic thematic mapping • Print large mops (including large format) Custom Demographic Report Buxton will develop a custom demographic report for the Kent School Board that will include the following variables:age, household income projected growth,and additional important variables determined by Kent School Board and Buxton. Buxton will make this custom report available via SCOUT for the duration of this agreement. TERM, FEES AND DELIVERY Agreement Term One (1) year Fees $20,000 The total solution fee will be involced upon execution.All service fees associated with this agreement are due net forty-five(45)days from the date of the invoice. Execution of this agreement will act as full consent that Buxton may include the City of Kent on its client 11st and In presentations and public relations efforts. Additionally,Buxton may issue a-press release announcing the City of Kent as a renewed client.When doing so,Buxton will not reveal Information that is doni'dentGal and proprietary to the City of Kent. Access Through December 31,2017 B Bu City of Kent gna 1 Slgna, signature . J ✓�d G v Y' Printed NorDe Printed Name C+ 0 TdBe I I Date Tile Date 2651 South Polaris Drive I Fort Worth,TX 76137 1 1-888-2BUXTON I www.buxtonco.com Bwdoir EXHIBIT 8 INSURANCE REQUIREMENTS FOR CONSULTANT 'SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, Insurance against claims for Injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors, A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability Insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or'a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General -lability insurance shall i be written on ISO occurrence form CO 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional Insured endorsement CG 20 10 1.1 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Comp0 ,0�ran coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability Insurance with a minimum combined i single limit for bodily injury and property damage of $1,000,000 per accident, 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $4,000,000 general aggregate. EXHIBIT 8 (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Llability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's Insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional Insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certtflcate of Insurance_ The City reserves the right to receive a certified copy of all required Insurance policies. The Consultant's Commercial General Liability Insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage , Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the addltlonal Insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work.. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor, All coverages for subcontractors shall be subject to all of the same Insurance requirements as stated herein for the Consultant. Client#: 66735 18BUXTOCOM ACORDTM CERTIFICATE OF LIABILITY INSURANCE °ATE(MM,°°" YY) 10l27/2016 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. IMPORf4N'T:if the DWrhfkate holder Is am 4661T10NAtl=INSURED,the pciglcy(aes�must be andaesed.If SU 646—G4f i6W IS WAIVED iub_j-act to m 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 Wortham Insurance&Risk Mgmt. NAME:PHON - ---- qAl,D,N. B.I):817-336 3030 FAX 817.336.8257 1600 West Seventh Street E-MAIL ---- ...-. ....-. iA1C"Nam!?... Fort Worth,TX 76102.2505 817 336.3030 - - ional Fire tnsurFOR'N COVERAGE _ RAID 0 IN�.,..., .—........_. ...—..._......, ........_ 9WRENA Nat....... _......... C f ...� . 20448 B Buxton Company ,— INSURED SURER ContinentalCasualty Company 3 2651 S. Polaris Drive INSURER C American Casualty Co of Reading 20427 Fort Worth,TX 76137 INSURER D Lloyds Syndicate 4444 INSURER E INSURER _—._,..-_.......� 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 CONTRACTOR 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 LTR TYPE OFINSURANLE POLIOy EFF POUCH£%R ... POLICY.MUMBER �MMIq�/WY,;YY1 LMMdnnMYYY] LIMITS ...�. ..A GENERAL LIABILITY 5088174785 0510=016 05/03/201 EACH-OCCURRENCE $1,000a000� X COMMERCIAL GENERAL LIABILITY PHEISGBCyExul��rne $3DOO4O _.....C_ ,R —......_,..._ . CLAIMS MADE I XI OCCUR MEDEXP(Any oneperffr) $15J44O ._ ,.... ... _ ..___-_. PERSONAL dADVINJURv $1100,01Q0® .......-----�- . ._......_ _,,..... G EN ERAL AGG RE GATE s2,000,QOO GEM7L AGGREGATE LIMIT APPLIEG PER F NOnUCTS-COMPJOP AGG 82 00O 000 .II PCLICYEI PR ' J ...�LOC ............ 111-111­ _.,. .m_ ..... AUTOMOBILE LIABILITY -- --- 5088174 10312016 05/03/ 621 S BODILY INJURY LIMB OO4 DpMBINtnW SI °'. II I 000q... ANYAUTO RY(P person) $ A O ' ' SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ X VIREO AUTOS OWNED ..,, ..... X ANONUTOS PROPWTTYDAMAGE $ qp peer accmonC!_.. B UMBRELLA LIAB V OCCUR _. SO66174744 _ ............__ ,.,.. $ Ip`( 510312016 05/03/201 EACH OCCURRENCE s5 000 000 X EXCESS LIAB )( CLAIMS MADE A - AGGREGATE sS1000,044.. _......,_ OED y X1 RETENTION$10,044_, _..... .. -. ,. $ C WORK ERSCOMPENSATION """""- ---- --- AN PROPRIYERS LIABILITY WC2493007771 5/0312076 05103l201 X )EORYL U T— lOrt1 LTORY Lllu7IT,5 ANYPHOPRIETDRIPARa NEra�E%EcuTlvE r!" EL EACH accIDENT $1,400,400 OFFICER,MEMBER EXCLUDED? [ NIA (Mandatory in NIP) �„ — .. If ns,describe under El,DISEASE-EA EMPLOYEE S1 040000 SCRIPTOONOF4PRA71O+pSdal4w _... F L,DISEASE-POLI D ErrorsCY LIMIT 1 044rO4O & PUA16TP45IDN 07128/2016 17111101 See Below Omissions DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES(ARach ADDED 101,Additional Remarks Schedule,if mare saace I.required) Errors and Omissions: Technology Network Security and Privacy Liability Insurance; Professional -$3,000,000 Each Claim Multimedia Liability-$3,000,000 Each Claim Network Security&Privacy Liability-$3,000,000 Each Claim (See Attached Descriptions) CERTtlFICA'TE HOLDER CANCELLATION For Information Only SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2651 S. Polaris Drive ACCORDANCE WITH THE POLICY PROVISIONS. Fort Worth,TX 76137 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 Of 2 The ACORD name and logo are registered marks of ACORD #S7150541M715039 18KMA DESCRIPTIONS (Continued from Page 1) $15,000 Retention Per Claim $3,000,000 Aggregate CNA74879XX 01115 General Liability Extension Endorsement CNA74826XX 01/15 General Aggregate Limit-Designated Projects Endorsement CNA74745XX 01115 Additional Insured -Designated Person or Organization Endorsement CNA75008XX 01115 Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement SAGITTA 25.3(2010/05) 2 of 2 #S715054/M715039 CNA General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended' by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. ......_..._ ..... ._......... _.......____...._ __ ..... TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance _... -...... 3. Bodily Injury-Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury-Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage _.. ..... ........... .._.._ ......... ...... 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability-Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury-Discrimination or Humiliation 16. Personal And Advertising Injury-Contractual Liability 17. Property Damage-Elevators 18. Supplementary Payments 19. Unintentional Failure To Disclose Hazards ....... ._.... 20. Waiver of Subrogation-Blanket CNA74879XX (1-15) Policy No:5088174785 Page 1 of 13 Endorsement No: Effective Date: Insured Name: Buxton company Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Iri with its permission. CNA General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily property damage or _personal and advertising injury arising out of the ownership CNA74879XX (1-15) Policy No:. Page 2 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc.,with its permission, CNA General Liability Extension Endorsement maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. 1. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: CNA74879XX (1-15) Policy No: Page 3 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. cwa General Liability Extension Endorsement a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. CNA74879XX (1-15) Policy No: Page 4 of 13 Endorsement No: Insured Name: Effective Date: Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA General Liability Extension Endorsement K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products-completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: CNA74879XX (1-15) Policy No: Page 5 of 13 Endorsement No: Insured Name: Effective Date: Copyright CNA All Rights Reserved- Includes copyrighted material of Insurance Services Office, Inc.,with its permission„ CNA General Liability Extension Endorsement 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured„ provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion, or its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor I personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury CNA74879XX (1-15) Policy No: Page 6 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA General Liability Extension Endorsement Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement CNA74879XX (1-15) Policy No: Page 7 of 13 Endorsement No: Insured Name: Effective Date: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc.,with its permission, CNA General Liability Extension Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: I. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: CNA74879XX (1-15) Policy No: Page 8 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA General Liability Extension Endorsement (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1)of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Otherinsurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES I PARTNERSHIP I LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership,joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire)to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: CNA74879XX (1-15) Policy No: Page 9 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc.,with its permission. CNA General Liability Extension Endorsement Exclusions c. through In. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit)and replace it with the following: 6. Subject to Paragraph S. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $200,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph 16.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 10. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, Coverage C — Medical Payments, the Insuring Agreement is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not awned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; CNA74879XX(1-15) Policy No: Page 10 of 13 Endorsement No; Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA General Liability Extension Endorsement 2. the aircraft is rented with a trained, paid crew to the Named Insured, and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from CNA74879XX (1-15) Policy No: Page 11 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA General Liability Extension Endorsement Provision 1.ADDITIONAL INSUREDS of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. CNA74879XX (1-15) Policy No: Page 12 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA General Liability Extension Endorsement 17. PROPERTY DAMAGE— ELEVATORS A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE—ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 20. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, arc only if such contract or agreement: 1, is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74879XX (1-15) Policy No: Page 13 of 13 Endorsement No: Insured Name: Effective Date: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc.,with its permission. This page has been left blank intentionally, OVA General Aggregate Limit - Designated Projects Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Des& Hated Construction or Service Projects: Each of your construction projects located away from premises owned by or rented to you Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed as follows: I. For each single designated construction or service project shown in the Schedule above, a separate Designated Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: A. all damages tinder Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard'; and B. all medical expenses under Coverage C; that arise from occurrences or accidents,which can be attributed solely to ongoing operations at that designated project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Designated Project General Aggregate Limit applicable to any other project. II. All: A. damages under Coverage B, regardless of the number of locations or projects involved; B. damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single designated project, except damages because of bodily injury or property damage included in the products-completed operations hazard, and C. medical expenses under Coverage C, caused by accidents which cannot be attributed solely to ongoing operations at a single designated project, will reduce the General Aggregate Limit shown in the Declarations. III. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular designated project. IV. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed O Cy O:5088174785 Page 1 of 2 Endorsement No: Insured Name:Buxton company EffectiveDate: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 04A General Aggregate Limit - Designated Projects Endorsement operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. V. If the applicable scheduled construction or service project has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, such project will still be deemed to be the same project. VI. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 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 concurrent@ with said Policy. CNA74826XX (1-15) Policy No: Page 2 of 2 Endorsement No: E Insured Name: ffectiveDate: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office,Inc.,with its permission. CNA 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: Any person or organization you have agreed in a written contract or agreement prior to the loss 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. —Thi ®.... s 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: 5088174785 Page 1 of 1 Endorsement No: Insured Name:Beaton Company Effective Date: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc.,with its permission. This page has been left blank intentionally, CNA 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 Or anization: Any person or organization you have agreed in a written contract or agreement prior to the loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely 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 done under a contract with that person or organization and 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. CNA75008XX (1-15) Policy No: 5088174785 Page 1 of 1 Endorsement No: Insured Name:eexmn company Effective Date: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc„with its permission. This page has been Left blank intentionally,