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HomeMy WebLinkAbout2013-359 EDC-Buxton Corportation for Business Recruitment Retentiion Analysis $15,000 Z,0 C- [Departmental Use Only] TITLE Business Retention FY 2013 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (herinafter "Agreement"), made and entered into this 12th day of July, 2013, ("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 Agreement is for services to be rendered by Provider to County with respect to (insert type ofproject): 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 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised July 2010 1 t 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. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Services to be performed as described in the original service agreement executed July 12, 2012 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2013 to June 30, 2014. b. Scheduling of Services. i) The Provider shall schedule and perform his activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. Revised July 2010 2 iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2013. 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 except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed fifteen thousand Dollars ($15,000.00). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. 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. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. 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 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 information. 7. Insurance a. General Requirements. The Provider shall purchase and maintain and shall cause each of his 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 • Y / 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 his agents, Providers and employees. b. Insurance Rating. The minimum insurance rating for any company insuring the Provider shall be Best's A. If the Provider does not meet the insurance requirements,the County's Risk Manager must be consulted prior to finalizing this Agreement. 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 MM&M 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 � S 10. Termination a. Termination for Convenience of 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 Assi ink Went. 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 represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended Revised July 2010 5 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 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.. ORANGE COUNTY: PROVIDER: G(<I'U+" am f�y By: By: Fra lifton, ounty Manager Revised July 2010 6 Printed Name and Title This instrument h been approved as to technical content. 5 1 �\ t� , ?�4 nA:�� Steve Brantley, Department Director This instrument has been pre-audited in the er required by the Local Government Budget and Fiscal Control Act. uaa"� N Office of the Finance Director This instrument een approved as to form and legal sufficiency. r ce 4 e County Attorney Revised July 2010 7 Client#:66735 18BUXTOCOM DATE(MM/DDNYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 8/16/2013 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 AIC No Ext: A/C,No 1600 West Seventh Street E-MAIL ADDRESS: Fort worth,TX 76102-2505 INSURER(S)AFFORDING COVERAGE NAIC# 817 336-3030 INSURER A National Fire Insurance Co of H 20478 INSURED INSURER B:Continental Casualty Company 20443 Buxton Company INSURER C:Valley Forge Insurance Company 20508 2651 S.Polaris Drive INSURER D:Scottsdale Insurance Company 41297 Fort Worth,TX 76137 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 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 OF INSURANCE NSR WVD POLICY NUMBER MM/DDY EFF MM/DDY EXP LIMITS A GENERAL LIABILITY 5088174785 D510312013 05/031201 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISESOEa occTu ence $300,000 CLAIMS-MADE 51 OCCUR MED EXP(Any one person) s5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GE N'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY PRO LOC $ JECT A AUTOMOBILE LIABILITY 5088174821 5/03/2013 05/03/2014.COEa MBINED ccident SINGLE LIMIT 1,000,000 a ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ X HI/R ED AUTOS X NO OWNED PROPERTY DAMAGE $ AUTOS Per accident B X UMBRELLA LIAB X OCCUR 5088174740 5103/2013 05/03/2014 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s5,000,000 DED I X RETENTION$10,000 $ C WORKERS COMPENSATION WC2093007771 5103/2013 05/03/201 X To y L,m,T OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? � NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Errors&Omissions EKS3078687 11/11/201211/11/201 3,000,000 25,000 ded/SIR DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) The policy is endorsed with a blanket additional insured endorsement as per the attached CG2010 07/04 Additional Insured-Owners,Lessees or Contractors-Scheduled Person or Organization by the manuscript endorsement G56015B 11191. CG2404 05/09 Waiver of Transfer of Rights of Recovery Against Others to Us SCA23500C 10111 Extended Coverage Endorsement BA Plus (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION ANY Orange County Economic THE SHOULD EXPIRATTIIONHDATE VTHEREOFE NOTTICEIEWILLL CANCELLED BE DELIVERED NE Development ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 1177 131 W.Margaret Lane-Ste 205 AUTHORIZED REPRESENTATIVE Hillsborough,NC 27278 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S393470/M375057 180AS L DESCRIPTIONS (Continued from Page 1) CA0444 03/10 Texas Changes in Transfer of Rights of Recovery Against Others to US(Waiver of Subrogation) WC000313 04/84 Waiver of Our Right to Recover from Others Endorsement WC420304A 01/00 Texas Waiver of Our Right to Recover From Others Endorsement G300660A 06/08 Changes-Notice of Cancellation or Material Change CG0205 12/04 Texas Changes-Amendment of Cancellation Provisions or Coverage Change G20472A 10193 Notice of Cancellation or Material Change Endorsment SAGITTA 25.3(2010105) 2 of 2 #S393470/M375057 POLICY NUMBER INSURED NAME AND ADDRESS Buxton Company 5088174785 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 3 Bret®ry G-56015-B (ED. 11191) a POLICY NUMBER INSURED NAME AND ADDRESS Buxton Company 5088174785 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 i� C n0 chairman of the Board Secretary G-56015-B (ED. 11/91) POLICY NUMBER: 5088174785 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: SEE CG 2404 Information required to complete this Schedule, if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or"your work" done under a contract with that person or organization and included in the "products-completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. N O O N M m m 0 N M O N O Q l� S S CG 24 04 05 09 Copyright, Insurance Services Office, Inc.,2008 Page 1 of 1 POLICY NUMBER INSURED NAME AND ADDRESS 5088174785 Buxton Company 2651 S.Polaris Drive Fort Worth,TX 76137 POLICY CHANGES BLANKET WAIVER CG2404 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. CG 24 04 SCHEDULE Name of Person or Organization: Any person or organization with whom you have agreed in writing in a contract or agreement to waive any right of recovery against such person or organization, but only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss. s s s Seereftary•�' Chairman of the Board G-56015-13 (ED. 11/91) POLICY NUMBER: 5088174821 COMMERCIAL AUTO CA 04 44 0310 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE 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. Named Insured: Buxton Company Endorsement Effective Date: SCHEDULE Name(s)Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. N O The Transfer Of Rights Of Recovery Against Others 0 To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident' or the 'loss" under a contract with that person or organization. CA 04 44 0310 Copyright, Insurance Services Office, Inc.,2009 Page 1 of 1 This page has been left blank intentionally. CNA SCA 23 500C (Ed. 02/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXTENDED COVERAGE ENDORSEMENT- BA PLUS This endorsement modifies insurance provided underthe following: BUSINESS AUTO COVERAGE FORM A. Who Is An Insured 1. In a.(2), the limit for the cost of bail bonds is The following are added, as "insureds," to Who Is An changed from$2,000 to$5,000,and Insured(Section II): 2. In a.(4), the limit for the loss of earnings is 1. a. Any incorporated entity of which the Named changed from$250 to$500 a day. Insured owns a majority of the voting stock on C. Fellow Employee the date of inception of this Coverage Form; provided that, The Fellow Employee Exclusion contained in Section II —Liability Coverage does not apply. b. The insurance afforded by this provision A.I. Such coverage as is afforded by this provision C. is does not apply to any such entity that is an"insured" under any other liability "policy" excess over any other collectible insurance. providing"auto"coverage. D. Physical Damage 2. Any organization you newly acquire or form, other 1. Glass Breakage than a limited liability company, partnership or joint venture, and over which you maintain The following paragraph is added to A.3., Glass majority ownership interest. Breakage(Section 111): The insurance afforded by this provision A.2.: With respect to any covered "auto,"any deductible shown in the Declarations will not apply to glass a. Is effective on the acquisition or formation breakage if such glass is repaired, in a manner date, and is afforded only until the end of the acceptable to us, rather than replaced. policy period of this Coverage Form, or the next anniversary of its inception date, 2. Transportation Expense whichever is earlier. Paragraph AA., Coverage Extension (Section III) b. Does not apply to: is revised, with respect to transportation expense (1) "Bodily injury" or "property damage" incurred by you,to provide: M caused by an "accident" that occurred a• $60 per day, in lieu of$20;subject to before you acquired or formed the b. $1,800 maximum, in lieu of$600. organization;or 3. Loss of Use Expenses (2) Any such organization that is an "insured" under any other liability "policy" providing Paragraph AA., Coverage Extension (Section III) °s "auto"coverage. is revised, with respect to loss of use expenses 3. An "employee" of yours is an "insured" while incurred by you,to provide: operating a covered auto or an "auto" hired or a. $1,000 maximum, in lieu of$600. rented under a contract or agreement in that 4. Audio, Visual And Data Electronic Equipment "employee's" name, with your permission, while Coverage performing duties related to the conduct of your business. The following is added to Coverage A. (Section Policy, as used in this provision A., includes those 111)' policies that were in force on the inception date of this a. PHYSICAL DAMAGE COVERAGE on a Coverage Form but: covered "auto" also applies to "loss" to any 1. Which are no longer in force;or permanently installed electronic equipment including its antennas and other accessories 2. Whose limits have been exhausted. b. A $100 per occurrence deductible applies to B. Coverage Extensions—Supplementary Payments the coverage provided by this provision DA. The following Supplementary Payments, in Coverage Extensions(Section 11),are revised as follows: SCA 23 500C Page 1 of 3 (Ed. 02/08) SCA 23 500C (Ed. 02/08) 5. Hired"Autos" d. The most we will pay for "loss" to a covered Subject to the following, if Physical Damage "auto" in any one accident is the lesser of: coverage is provided under this policy then Hired (1) $5,000;or Auto Physical Damage is extended to: (2) 20% of the "auto's" actual cash value a. Any covered "auto" you lease, hire, rent or (ACV) borrow without a driver;and E Airbag Coverage b. Any covered "auto" hired or rented by your "employee" without a driver, under a contract The accidental discharge of an airbag shall not be in that individual employees' name, with considered mechanical breakdown. your permission, while performing duties F. Duties In The Event Of Accident, Claim, Suit Or related to the conduct of your business. Loss c. The most we will pay for any one"accident"or 1. The following, relative to your notification "loss" is the actual cash value, cost of repair, obligation, is added as the last paragraph of Loss cost of replacement or $50,000 whichever is Condition 2.a.: less minus a $500 deductible for each covered auto. No deductible applies to "loss" Your "employees" may know of an "accident" or caused by fire or lightning. "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is d. Such physical damage coverage for hired known to you or if you are not an individual,to any "autos"will: of your executive officers or partners or your manager. (1) Be excess over any other collectible insurance mana g insurance; 2. The following paragraph, relative to your obligation (2) Include loss of use, provided it is the to provide us with documents, is added to Loss consequence of an "accident" for which Condition 2.b.(2): the Named Insured is legally liable, and Your "employees" may know of documents as a result of which a monetary loss is received concerning a claim or "suit."This will not sustained by the leasing or rental mean that you have such knowledge, unless concern. receipt of such documents is known to you or if Such coverage as is provided by this you are not an individual, to any of your executive provision (2) will be subject to a limit of officers or partners or your insurance manager. $750 per"accident." G. Unintentional Omissions 6. Diminution In Value Your failure to disclose all hazards existing on the date Subject to the following, the "diminution in value" of inception of this Coverage Form shall not prejudice exclusion(Section III)does not apply to: you with respect to the coverage afforded provided such failure or omission is not intentional. a. Any covered "auto" of the private passenger H. International Coverage—Hired"Autos" type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while Paragraph 7. Policy Period, Coverage Territory of the performing duties related to the conduct of General Conditions is amended by the addition of the your business;and following: b. Any covered "auto" of the private passenger The coverage territory is extended to anywhere in the type hired or rented by your "employee" world if without a driver for a period of 30 days or less, a. A covered "auto" of the private passenger a is under a contract in that individual P P 9 type "employee's" name, with your permission, leased, hired, rented or borrowed without a driver while performing duties related to the conduct for a period of 45 days or less;and of your business. b. The "insured's" responsibility to pay damages is c. Such coverage as is provided by this determined in a "suit" on the merits, in the United provision is limited to a "diminution in value" States of America, the territories and possessions loss arising directly out of accidental damage of the United States of America, Puerto Rico, or and not as a result of the failure to make Canada or in a settlement we agree to. repairs; faulty or incomplete maintenance or WARNING repairs; or the installation of substandard parts. Auto accidents in Mexico are subject to the laws of Mexico only—Not the laws of the United States of America. SCA 23 500C Page 2 of 3 (Ed. 02/08) SCA 23 500C (Ed. 02/08) The Republic of Mexico considers any auto accident a a. An "auto"owned by that "executive officer" or criminal offense as well as a civil matter. a member of that person's household; or In some cases the coverage provided under this b. An "auto" used by that "executive officer" endorsement may not be recognized by the Mexican while working in a business of selling, authorities and we may not be allowed to implement servicing, repairing or parking"autos." this coverage at all in Mexico.You should consider Such Liability and/or Physical Damage Coverage purchasing auto coverage from a licensed Mexican as is afforded by this provision J.1.will be: Insurance Company before driving into Mexico. I. Bodily Injury—Mental Injury (1) Equal to the greatest of those coverages afforded any covered"auto";and The definition of "bodily injury" (Section V) is revised as follows: (2) Excess over any other collectible insurance. "Bodily injury"means bodily injury,sickness or disease 2. For purposes of this provision J., "executive sustained by a person, including mental anguish, officer" means a person holding any of the officer mental injury or death resulting from any of these. positions created by your charter, constitution, by- J. Drive Other Car Coverage—Executive Officers laws or any other similar governing document, 1. Any "auto" you don't own, hire or borrow is a and, while a resident of the same household, covered "auto" for Liability Coverage while being includes that persons spouse. used by, and for Physical Damage Coverage Such "executive officers" are "insureds" while while in the care,custody or control of,any of your using a covered"auto"described in J.1. "executive officers,"except: N O W r n O O O SCA 23 500C Copyright,CNA Corporation,2000. Page 3 of 3 (Ed. 02/08) Includes copyrighted material of the Insurance Services Office used with its permission. This page has been left blank intentionally. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REQUIRED TO OBTAIN THIS WAIVER OF OUR RIGHT TO RECOVER FROM UNDER A WRITTEN CONTRACT OR AGREEMENT. N O O r n 0 rn 0 N n 0 °o N O O d This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy WC2093007771 Endorsement Effective No. Endorsement No. °— Insured Buxton Company Premium$ Insurance Company Countersigned by WC 00 0313 (Ed.4-84) Copyright 1983 National Council on Compensation Insurance. This page has been left blank intentionally. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 A (Ed. 1.00) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item S.A. of the Information Page. We have the right to recover our payments from anyone ilable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodity injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement Is shown in the Schedule. Schedule 1. ( )Specific Waiver Name of person or organization (x)Blanket Waiver , Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations:ALL OPERATIONS 3. Premium The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium This sndorsoment changes the policy to which it Is attached and is effective on the date Issued unions otherwise stated (Ttte information below Is required only when this endorsement is ls*Lmd subsequent to preparation of vie policy.) Endorsement Effective Policy No.WC2093007771 Endorsement No. Insured Buxton Company Premium ffi Insurance Company Countersigned by WC420304A (Ed. 1-00) 1 a • This page has been left blank intentionally. C� A G-300660-A (Ed. 06/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES - NOTICE OF CANCELLATION OR MATERIAL CHANGE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below: Endorsement Effective Policy Number 5088174821 Named Insured Buxton Company Countersigned by (Authorized Representative) In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part,we agree to mail priorwritten notice of cancellation or material change to: SCHEDULE 1.Numberof days advance notice: 30 2.Name: Orange County Economic 3.Address: Development PO Box 1177 131 W.Margaret Lane-Ste 205 Hillsborought,NC 27278 G-300660-A Page 1 of 1 (Ed.06/08) This page has been left blank intentionally. C�A (3-20472-A(Ed. 10/93) WORKERS'COMPENSATION AND EMPLOYERS'LIABILITY INSURANCE POLICY NOTICE OF CANCELLATION OR MATERIAL CHANGE ENDORSEMENT In the event of cancellation or other material change of the policy, we will mail advance notice to the person or organization named in the Schedule.The number of days advance notice is shown in the Schedule. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule 1. Number of days advance notice: 30 2. Notice will be mailed to:Orange County Economic Development PO Box 1177 131 W.Margaret Lane-Ste 205 Hillsborought,NC 27278 N Q N r r 0 0 N O O Q T G-20472-A Page 1 of 1 (Ed. 10/93) This page has been left blank intentionally. POLICY NUMBER: 5088174785 COMMERCIAL GENERAL LIABILITY CG 02 05 12 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - AMENDMENT OF CANCELLATION PROVISIONS OR COVERAGE CHANGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCT WITHDRAWAL COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part,we agree to mail prior written notice of cancellation or material change to: SCHEDULE 1. Name: Orange County Economic 2. Address: Development PO Box 1177 131 W.Margaret Lane-Ste 205 Hillsborought,NC 27278 3. Number of days advance notice: 30 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. """"')5 12 04 ©ISO Properties, Inc., 2003 Page 1 of 1 ❑ s t' This page has been left blank intentionally. Orange County, NC Economic Development Corporation SCOUT® Renewal 2013 Prepared by: Janelle Guinn Expiration Date: August 2, 2013 Section 1: Scope of Services Section 2: Fees and Timing Bu i Polaris 2651 South 817.332.3681 www.buxtonco.com Section 1: Scope of Services Pursuant to the terms of our previous agreement executed on July 12,2012,Buxton is pleased to present this statement of work to renew your current Scope of Services as follows: Section 2: fees and Timing Fee Timeline for . SCOUT*Access One(1)Business intelligence User $15,000 Ongoing Ten(10)Viewing Users Orange County,NC Economic Development Corporation will be invoiced$15,000 during the one(1)year term of this agreement upon execution. All service fees associated with this agreement are due net ten (10)days from the date of the invoice. Buxton may include Orange County,NC Economic Development Corporation on its client list in presentations and public relations efforts. When doing so,Buxton will not reveal information that is confidential and proprietary to Orange County,NC Economic Development Corporation. Agreed and Accepted: Buxton Orange County,NC Economic Development Corporation Signature � / � Signature Prinfed Name Printed Name i rare Title Date Date Q ...... _ ._ Page f 2 `o'i