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HomeMy WebLinkAbout2012-169 EDC - Buxton Corporation for Analysis Services $56,000 —PolffeiacseeforertpuernrmtftaisnecnotpyagteontdhaefCilele.rk's 9 to the Board's ...?41,542.4,•...t.o..74,2_,,e 1111■1111.1"1■111111111111111111111 [Departmental Use Only] TITLE Business Retention FY 2012 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 RFP — NO REIMBURSABLE EXPENSES ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 21st day of June, 2012, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Buxton Corporation, a Texas Corporation having its principal place of business in Fort Worth, Texas, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ("Agreement") is for professional services to be rendered by Provider to County with respect to (insert type of project): Business Recruitment and Retention Analysis ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Revised July 2010 1 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the Provider's proposal dated May 9, 2012, which is attached hereto as Exhibit 1. In the event a term or condition in any document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement followed by Provider's Proposal together with attachments. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2012 to June 30, 2013. Revised July 2010 2 b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner ii) Should the County determine that the Provider is not working in a timely manner, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in a timely manner at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2012. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services is fifty six thousand Dollars ($56,000). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated the (Steve Brantley) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish infolination. 7. Insurance a. General Requirements. The Provider shall purchase and maintain and shall cause each of its subcontractors to purchase and maintain, during the period of performance of this Agreement: i) Worker's Compensation Insurance for protection from claims under workers' or workmen's compensation acts; ii) Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Provider's employees or any other person and to real and personal property including loss of use resulting thereof; iii) Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and Revised July 2010 3 p' • iv) Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Provider or its agents, Providers and employees. b. Insurance Rating. The minimum insurance rating for any company insuring the Provider shall be Best's A c. Limits of Coverage. Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A - Statutory State of N.C. Coverage B - Employers Liability $500,000 each accident and policy limit and disease each employee • Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate. • Automobile Liability Combined Single Limit$500,000 • Professional Liability NOTE: Insert coverage limits required by Risk Manager if applicable.N/A d. Additional Insured. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. Revised July 2010 4 10. Termination a. Termination for Convenience by the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement, together with the Proposal and its attachments, represents the entire agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement Revised July 2010 5 may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. f. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. h. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name & Address Attention: Steve Brantley Buxton Corporation P.O. Box 8181 2651 South Polaris Drive Hillsborough,NC 27278 Fort Worth, TX 76137 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. Revised July 2010 6 ORANGE COUNTY: PROVIDER: By: 1 / // //..� By: �//7 W Frank fton, a'- Printed Name an Title 8y HIV• 0Av10 GL. 'V This instrument has been approved as to technical content. c• • • i A. OA_. Steve Brantley,Department Director • This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. 94.Office of the Finance Director This ins I 't has b-- pproved as to form and legal sufficiency. --' O Ile of the County Attorney Revised July 2010 7 r' ORANGE COUNTY: PROVIDER: By: ,�.� / �� B / G" C / -.1'- Y Fr. Ti gm:fton, i „ _ ts. , �, Printed Na ' and Tit/' This instrument has been approved as to technical content. S--C44/wiV\Steve Brantley, Department.- :ctor This instrument has been pre-auted in the manner required by the Local Government Budget and Fiscal Control Act. eL. tv A. A'd--- Office of the Finance Director This ins rument ha n approved as to form and legal sufficiency. I .,./A„, ==:, Of e of the County Attorney Revised July 2010 7 1111 EXHIBIT-A ►l 1�aOYl A STATEMENT OF WORK FOR: 0,ge * Ca& co 17 52 ort CaO'N Orange County, NC Prepared by: Chip Rodgers Document Date:Wednesday, May 9, 2012 Expiration Date: Friday, June 8, 2012 2651 South Polaris Drive • Fort Worth,TX 76137 • Phone:(817)332-3681 • Fax:(817)332-3686 • buxtonco.com . .. Orange County. moOverview Recommended Scope of Services Buxton is pleased to present this Statement of Work to Orange County, NC. The purpose of this Statement of Work is to outline and review the specific solutions offered by Buxton as well as the associated benefits and costs. • Orange County, NC's business objectives are: o At this time Buxton has been asked to develop and provide retail recruitment and retail business retention analysis focused on the residents and workers in Orange County. More importantly, Buxton will provide the tools that translate the analysis and identification of the individual consumers that make up each of these distinct consumer populations into insights that are to be used in an ongoing manner to drive strategies for retail recruitment and business retention and expansion • Buxton solution: o SCOUT®-The ability to analyze any given point within the city to understand: • Retail trade area, • Residential and workforce consumer populations within the trade area, • • The specific retailers that match the profiles of the trade area's consumer populations o Additionally, there is a need for the ability to generate marketing materials reflecting the retail opportunities for the purposes of recruitment and development. • Benefits: o Since 1994 Buxton has been assisting business leaders make informed decisions based on Best of Class Analytics. In 2002 these lessons learned from working with the most prestigious private sector firms in America were adopted to meet the growing needs of municipal leaders to have access to this same level of intelligence. Since, Buxton has worked with more than 500 municipalities in 42 states to assist them in understanding the changing needs and demands of their residents. Buxton is primarily known for the assistance provided to communities seeking to enhance their retail shopping environments, but has also assisted communities in the areas of library optimization, parks&recreation p|anning, new mover impacts, BRAC analysis,emergency services planning, and other key areas where access to household level data provides significant insights to the changing populations of the municipality. o At its core Buxton holds the largest repository of household level information in the United States.Access to this level of detail allows our clients(public and private)to make informed business decisions in areas that affect their customers, newidento, patients, or users. Buxton maintains more than 350 individual databases and has built the methodologies and processes to mine the most comprehensive set of household level data available. Buxton's municipal clients have utilized this powerful information to develop retail strategies that have resulted in the recruitment of more than 35 million square feet of retail space, resulting in more than $5 billion in annual sales taking place in markets where it was not occurring prior to the engagement of Buxton. • Deliverables: o SCOUTO's base functionality will allow Orange County to generate on the fly reports at any geography on: • Demographics, • Psychographic profiles, • Retail supply and demand estimates, 2651 South Polaris Drive • Fort Worth,TX 76137 • Phone:(817)332-3681 • Fax:(817)332-3686 • buxtonco.com . / Orange County. wcOverview • Consumer propensities-a merchandising report which reveals your consumers affinity for nearly 5,000 product and service types • Custom variable reporting—most comprehensive set of geographic market variables commercially available, allowing Bloomington to access and manipulate: • Additional demographic indicators including five year projections and historical census tabulations for 1980, 1990, and 2000) • Business data(employees, land uoe, industrial divisions, occupation, establishments) • Current year and five year estimates on consumer expenditure, details and summarization, for average consumer expenditures and total expenditures by product. • Retail potential and consumer expenditure estimates by store type, calculated overall and per household • Current year estimates on crime by ten categories • Demographic Dimensions summarizing populations by sixteen socio-economic and ethnic clusters • Environmental Risk Index summarizing frequency and severity across five categories of natural disasters • Financial estimates on asset , debt, debt type, and net worth • Geographic identifiers such as calculation of area in square miles for each geography selected for analysis • Current year and five year estimates for healthcare demand across Diagnostic Related Group cases/charges, Major Diagnostic Codes, and physician office visits by type • Foreclosure estimates • Mosaic segmentation distributions by households and population across adult population, workforce, households, Mosaic Groups, by population, dominant cluster analysis • Current year and five year estimates on occupation/employment estimates o Buxton will also build a Retail Matching Model for Orange County which will be deployed within SCOUT® (Buxton's web-based, client specific analytic portal). This model will analyze the locations of nearly 5,000 unique ratai|, restaurant and entertainment concepts. This Retail Matching Model will provide the Orange County with the ability to benchmark the trade area of any given point within the city against these profiles to understand which concepts are the best match. This matching is done at the concept level rather than the category level. o The model's output includes access to marketing and recruitment packages(in electronic format)for the matching concepts of the analyzed trade area. These packages explain the opportunity that exists and the methodology used to reveal that opportunity. These packages are designed to take to real estate executives within the retailer's organization, as well as to the development community. 2651 South Polaris Drive • Fort Worth,TX 76137 • Phone:(817)332-3681 • Fax:(817)332-3686 • buxtonco.com • Orange County, NC Overview Specific solutions Buxton will provide and all Fees associated with your specific deliverables and estimated timeframes are included below: Scope of Services Fee Timeline* SCOUT®Basic Access $12,000 1-5 Business Days • 10 SCOUT®Basic users y SCOUT®Business Intelligence Access $9,000 1-3 Business Days 1 SCOUT®Business Intell Power User SCOUT®Retail Matching Access $35,000 1-2 Business Days 1 SCOUT®Retail Matching Power User *Due to the consultative nature of our engagement and the custom solution that Buxton will provide you with exact timelines may be dependent upon your timely input at key points during the project. The timeline ranges included are typical for our client engagements but can vary dependent upon your response time,a variable which Buxton cannot control. • Orange County, NC will be invoiced$56,000 during the one(1)year term of this agreement. Each solution in this • agreement will be invoiced as follows:50%Deposit Fee(due upon execution of this agreement);50%Completion Fee. All monthly service fees,additional scope of service requests,and travel reimbursement associated with this agreement are due in net 10 days from the date of the invoice. Any additional analysis will be billed at an hourly rate of$200. Agreed and ,ccepted: Buxton 100 0 . ••,�Co� ,NC /40• ■ Signature Si 're. ONO 6-1-0k0 Fu) c t FTC'... • Printed Name Printed Name Title Title A V/;0. 2--- 7 - Date Date j • • 2651 South Polaris Drive • FortWorth,TX 76137 • Phone:(817)332-3681 • Fax:(817)332-3686 • buxtonco.com 111111 Orange County, NC Overview ACH Payment Authorization Form Please sign and complete this form to authorize Buxton to make ACH debits from your bank account By signing this form you give Buxton permission to debit your account the total amount due as indicated by the contractual agreement. This is permission for transactions to be debited on the 15th of each month as indicated by the agreed upon payment terms,and does not provide authorization for any additional unrelated debits or credits to your account. For your initial setup a completed authorization form must be submitted by the loth to have your account debited by the 15th of that same month. If the 15th falls on a weekend payment will be processed the next business day. Written cancellation of this agreement must be submitted to our office within 5 business days of the next scheduled debit. Please complete the information below: authorizes Buxton to charge its bank account indicated below (Customer Name) the total amount due as indicated on my Buxton invoice on or after the 15th of each month. Name Billing Address Phone# City,State,Zip Email Name on Account: Bank Name: Bank Account Number: Bank Routing#: Bank City/State: This Bank Account is Enabled for ACH Transactions E Yes C No SIGNATURE DATE NAME (printed) I certify that I am an authorized user of the bank account as stated above and that I have the authority to authorize this payment on the accounts behalf.I understand that because this is an electronic transaction,these funds may be withdrawn from the account as soon as the above noted transaction date. In the case the transaction is returned for Non Sufficient Funds(NSF)I agree to an additional$25.00 charge for each attempt returned NSF,which will be added to your Buxton account balance.I have certified that the above bank account is enabled for ACH transactions,and agree to reimburse Buxton for all penalties and fees incurred as a result of my bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions.Both parties agree to be bound by NACHA Operating Rules as they pertain to this transaction.I acknowledge that the origination of ACH transactions to its account must comply with the provisions of U.S.law. I agree not to dispute this transaction with my bank or Buxton provided the transaction corresponds to the terms indicated in this authorization form. 2651 South Polaris Drive • Fort Worth,TX 76137 • Phone:(817)332-3681 • Fax:(817)332-3686 • buxtonco.com Steve Brantley From: John Roberts Sent: Thursday, June 21, 2012 10:30 AM To: Sahana Ayer Cc: Steve Brantley Subject: FW: Buxton marketing resource - $56,000 cos - invoice attached for County contract preparation Attachments: NC Orange County 5 9 12 (2).pdf; Buxton K.rtf Sahana, This will need to be routed. Please work with Steve to get it through the process. John 1. Roberts Orange County Attorney (919)245-2318 From: Steve Brantley Sent: Thursday, June 14, 2012 3:05 PM To: Frank Clifton Cc: John Roberts Subject: Buxton marketing resource - $56,000 cost- invoice attached for County contract preparation I may have previously misunderstood Chip Rodgers' quoted cost to purchase Buxton's web-based marketing resource, but the total cost for all 3 programs is$56,000. For some reason I recall thinking the $35,000 proposal was sufficient for our use. However, after speaking with Chip Rodgers today, he clarified his proposal and said Orange County needs all 3 components, as they work together to give the broadest range of services. Page 4 of the attached Invoice proposal gives 3 separate levels to join: • Basic Access @ $12,000 • Business Intelligence Access @ $9'000 • Retail Matching Access @$35,000(to determine sales tax leakage) Also,there is an additional $15,000 annual renewal option for year#2 and beyond, if desired. I understand we will use funds from theY4cent sales tax to fund this purchase. If you feel the higher$56,000 price tag is warranted,the Buxton proposal is attached for Legal to draft a purchase contract. Regards. From: Chip Rodgers{maiko:cmUAersPbuxtonco.ozmT Sent: Thursday, June 14, 2012 11:29 AM To: Steve Brantley Subject: FW: availability Sorry for the confusion—attached is a copy of the original proposal sent to Frank on May 9 which outlines fees, timelines, deliverables, etc.The bundled fee is$56,000 and sorry again, while on the shuttle I was trying to do this from memory. As I mentioned, since this was written we have increased the price to $63,000, but will honor the pricing as proposed originally. I hope this helps and we are able to work together. 1 r Regards, Chip Rodgers Buxton—Senior Vice President (o)817.332.3681 (c)214.762.8367(f)817.332.3686 Follow us @Buxtonco From: Chip Rodgers Sent: Wednesday, May 09, 2012 4:39 PM To: Frank Clifton Subject: RE: availability Frank,good afternoon, Thank you for your time earlier this week—and for remembering us! Attached please find a Scope of Work per our conversation. Please let me know if you have any questions, and/or if you would like to see a demo of the tools proposed. I hope we are able to work with you and your development partner. Regards, Chip Rodgers Buxton—Senior Vice President (o)817.332.3681 (c)214.762.8367(f)817.332.3686 Follow us @Buxtonco From: Frank Clifton fmailto:fcliftonCa�co.orance.nc.usl Sent: Monday, May 07, 2012 9:47 AM To: Chip Rodgers Subject: availability Chip: Are you still with Buxton? If so, I have a possible project that I would like to discuss with you and get some feedback. Thanks. Frank W. Clifton,Jr. Orange County Manager 200 South Cameron Street, P.O. Box 8181 Hillsborough, NC 27278 Office 919 245 2306 Fax 919 644 3004 fclifton@co.orange.nc.us www.co.orange.nc.us "Good thoughts are no better than good dreams, unless they be executed!" Ralph Waldo Emerson, 1803 - 1882 2 , r Client#:66735 18BUXTOCOM ACORIX CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDIYYYY)6/29/2012 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 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 CONTACT NAME: Wortham Insurance&Risk Mgt PHONE 817 336-3030 FAX 817-336-8257 1600 West Seventh Street E(NC, L Est): (A/C,No): ADDRESS: Fort Worth,TX 76102-2505 817 336-3030 INSURER(S)AFFORDING COVERAGE NAIL N INSURERA:Valley Forge Insurance Company 20508 INSURED INSURER B:Continental Casualty Company 20443 Buxton Company INSURER C:National Fire Insurance Co of H 20478 2651 S.Polaris Drive Fort Worth,TX 76137 INSURER D: INSURER E: INSURER F: 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 1 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 TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER _JMM/DD/YYYYUMM/DD/YYYY) A GENERAL LIABILITY P2093358583 07/13/2011 07/13/2012 EEACCH�OCCCpURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(EaEoNOrTEg nce) $300,000 CLAIMS-MADE X OCCUR MED EXP(My one person) $5,000 PERSONAL 8 ADV INJURY $1,000,000 _ GENERAL AGGREGATE 52,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 TiPOLICY ZS-ZST n LOC _ $ C AUTOMOBILE LIABILITY P1079708301 07/13/2011 07/13/201 (ECOMa accidBINED ent)SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS AUTOS (Per accident) $ B UMBRELLA LIAB _ OCCUR P2093460191 07/13/2011 07/13/2012 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I XI RETENTION$10,000 $ A WORKERS COMPENSATION WC2093007771 05/03/2011 05/03/2012 X I ORYTLIMITS ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 51,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space is required) BLANKET CG 2010(G-300693-A)G56015B1191 Additional Insured Owners,Lessees or Contractors-Scheduled Person or Organization CG20100704 Texas Additional Insured CA04030604 CERTIFICATE HOLDER CANCELLATION ANY OF THE Orange County Economic THE SHOULD EXPIRATION DATE V THEREOF,E NOT CEI WILL CBE GDELIVERED NE Development ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 1177 131 W.Margaret Lane-Ste 205 AUTHORIZED REPRESENTATIVE Hillsborough, NC 27278 1 0440•t-IG •..]t,-.j u.a.—..,/ ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S315502/M280386 18KMA 4. POLICY NUMBER INSURED NAME AND ADDRESS P 2093358583 BUXTON COMPANY 2651 S. POLARIS DRIVE FORT WORTH, TX 76137 POLICY CHANGES BLANKET CG 2010 (G-300693-A) This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. POLICY NUMBER:2093358583 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) : Any person or organization you have agreed in a written contract or written agreement to add as an additional insured on this Coverage Part, provided the written contract or written agreement was executed prior to: a. The "bodily injury" or "property damage"; or b. The offense that caused the "personal and advertising injury for which the additional insured seeks coverage under this Coverage Part. The written contract or written agreement must pertain to your ongoing operations for the additional insured, and must specifically require additional insured status according to the provisions of CG 20 10. But notwithstanding the above, no person or organization is an additional insured for professional architectural or engineering services provided at or for the Location(s) of Covered Operations. Page 1 of 2 Chairman of the Board •.= gWOrvw014.1cr 1/4-1974::41.4:1 e48‘—)14----tary G-56015-B (ED. 11/91) A 4. POLICY NUMBER INSURED NAME AND ADDRESS P 2093358583 BUXTON COMPANY 2651 S. POLARIS DRIVE FORT WORTH, TX 76137 POLICY CHANGES BLANKET CG 2010 (G-300693-A) PAGE 2 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. Location(s) Of Covered Operations As per the written contract or written agreement, provided the location is within the "coverage territory" of this Coverage Part. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 2 of 2 EMM V‘tefw4944-‘. 04044A4sZ. ;PLZ:eg2r77) - Chairman of the Board G-56015-B (ED. 11/91) • POLICY NUMBER: COMMERCIAL AUTO CA 04 03 06 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS ADDITIONAL WNSwRED This endorsement modifiaeinsurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS 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. Endorsement Effective: Countersigned By Named Insured: (Authorized Representative) SCHEDULE Name and Address of Add|tionmf|newnud:wzza WHOM YOU HAVE A WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Who Is An Insured(Section II)is amended to include C. You are authorized to act for the additional insured as an the person(s) or organization(s) named in the Schedule or Declarations in all matters shown in the Schedule, but onl with respect 0o1hoir pertaining to this insurance. legal liability for acts or omissions of a person for D. We will mail the additional insured named in the whom Liability Coverage is afforded under this Schedule or Declarations notice of any cancellation policy. of this policy. If we cancel, we will give 10 days B. The additional insured named in the Schedule or notice to the additional insured. Declarations is not required to pay for any premiums G. The additional insured named in the Schedule or stated in the policy or earned from the policy. Any Declarations will retain any right of recovery as a return premium and any divid*nd, if applicable, claimant under this policy. declared by us shall be paid to you. EMMI CA 04 03 06 04 Copyright, ISO Properties Inc., 2003 Page 1 of 1