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2014-569-E IT - Exact Byte, Inc. for SM Archiving $3,192
DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 [Departmental Use Only] TITLE OCIT SM Archive FY 2014 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT , made and entered into this 10th day of November, 2014 by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and ExactByte, Inc. a North Carolina corporation (d/b/a ArchiveSocial) (the "Provider"), party of the second part; W I T N E S S E T H: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: under this Agreement are as follows: See attached ArchiveSocial Enterprise License Agreement State local. The term of this agreement rendered shall be from 11/10/2014 to 07/01/15. 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 to the satisfaction of the County. 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. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: TheCounty agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Three Thousand, Two Hundred Dollars, ($3200.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. 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. 2. Nonwaiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability and any additional insurance as may as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is 1 Revised 10/14 DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 incorporated herein by reference and may be viewed at http://orangecountync.gov/purchasing/contracts.asp). e shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. 10. 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. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. 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 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. [SIGNATURE PAGE TO FOLLOW] 2 Revised 10/14 DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ County Manager 200 S. Cameron St. Adam Tury P.O. Box 8181 Sales Director Hillsborough, NC 27278 Exact Byte, Inc 3 Revised 10/14 DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 SOFTWARE LICENSEAGREEMENT Agreement This Software LicenseAgreement (this “”), effective this _10th_ day of Effective Date _November_, 2014(the “”), by and between ExactByte, Inc. aNorth Carolina corporation (d/b/a ArchiveSocial) whose principal place of business is located at 201 W Main St Licensor Suite 100 PMB 115,Durham, NC 27701(“”)and _Orange County, North Carolina, a Licensee government entitywhose principal place of business is located in_North Carolina_ (“”). Licensee and Licensor may hereinafter jointly be referred to as the “parties.” WHEREAS, Licensorhas developed and licenses proprietary online software that assists in capturing and archiving records ofonline social media communications(including all updates, upgrades, modifications and improvements thereto generally made available by Licensor to other Software similar commercial licensees, the “”) and related documentation delivered or provided to DocumentationService Licensee (the “” and, along with the Software, the “”), all as more fully Website described and accessed at http://archivesocial.com/(the “”); and WHEREAS, Licensee would like to licensesuch software for the limited and express purposes and term set forth in this Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1.LICENSE . (a)General.On the terms and subject to the conditions of this Agreement, including the payment of all the fees and charges required hereunder, Licensorgrants to Licensee, and Licensee accepts, a non-exclusive, limited, nontransferable, license (without the right tosublicense) to access and use the Service, including the Software, solelyin the form provided by Licensorthrough the Website, for any purpose not prohibited by law or by the terms and conditions of this Agreement License (the “”). The License and rightsgranted to Licensee herein terminate upon the termination or expiration of this Agreement as set forth herein. (b)Terms of Service; Restrictions onUse.Licensee’s use of the Website and the Service is governed by the Terms of Service applicable to all users of the Website and/or the Service and Terms available via the Website at http://archivesocial.com/terms(the “”), and Licensee covenants and agrees to be bound by the Terms except as explicitly set forth herein to the contrary.For the avoidance of doubt, in the event of any conflict or inconsistency between this Agreement and the Terms, the terms and conditions of this Agreement shall control. Without limiting the Terms, Licensee further covenants and agrees that it shall not, and shall cause its affiliates, owners, members, managers, directors, employees, agents, contractors or other third parties who use the Website and/or the Service on behalf of, at the direction of or for the benefit of Licensee Representatives (collectively, Licensee’s “”) to not, (i) sell, license (or sublicense), lease, assign, transfer, pledge, or share (including as a time share, service bureau or otherwise) any of Licensee’s rights under, in or to the License and/or the Service with or to any third party; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance all or any party of the Website,the Services or the Software or create any derivative works or otherwise merge or utilize all or any part of the foregoingwith or into other computer programs, website, service or other materials or attempt to discover all or any part of the Website’s,the Service’s or the Software’s source code; (iii) -1- Confidential DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 use the Website or the Service to access or use any content, information or material to which such person or entity does not have the necessary right or license, or otherwise knowingly violate, breach or infringe the intellectual property, contractual or other rights of any third party;or (iv) knowingly violate any applicable law, regulation, ordinance, contract, order or other agreement that is binding onsuch person or entity’s use of the Website or the Service or take any other action in violation of the Terms. (c)Reservation of Rights.Nothing herein shall be construed to convey any ownership or proprietary right or interest in the Website, Service, Software or Documentationor any other information or materials provided by Licensor to Licensee in connection with the Service, or any portion or copy thereof, to Licensee or any of its Representatives.As between the parties hereto, all intellectual property and proprietary rights in the Website, Service, Software and the Documentationshall remain the sole and exclusive property of Licensor.All inventions (including, without limitation, discoveries, concepts, ideas, know-how, improvements, derivative works and feedback, whether or not constituting protectable intellectual property and whether or not reduced to practice) arising out of Licensee’s use of the Website, Service or Software shall be and remain the sole property of Licensor and shall be subject to the terms of this Agreement. Accordingly, Licenseehereby covenants and agrees that it will assign and will cause its Representatives to assign, and upon the authorship, development orcreation of any such invention expressly and automatically does assign, all right, title and interest to any such invention to Licensor. Licensorreserves all rights not expressly granted to Licensee in this Agreement. 2.SUPPORT AND SERVICE . Licensor shall provide commercially reasonable support in connection with Licensee’s use of the Service including, without limitation, providing (i) initial deployment and integration support as mutually agreed by the partiesand (ii) phone and email access for Licensor inquiries pertaining to the Website, Service or Software during standard business hours (8:00am EST to 5:00pm EST, M-F except holidays) and responses to such inquiries within a commercially reasonable time period depending on the urgency or severity of the specific problem or request.Licensee and Licensor shall each provide a designated point of contact (i.e., a single person or small team of people) for all support and service inquires related to Licensee’s use of the Website, Service and/or Software and Licensor shall have no obligation to respond to support or service inquiries other than as submitted by such designated contact(s). 3.PAYMENTS .Licensee shall pay to Licensor the fees for the Software and for the Services, as Exhibit A set forth on hereto. All fees pursuant to this Agreement shall be invoiced by Licensor on a monthly basis in advance, except as otherwise set forth herein or therein. All fees shall be paid in U.S. dollars in immediately available funds and shall be made payable to Licensor. For the avoidance of doubt, Licensee’s failure to make any payment within 30 days of its receipt of an undisputed invoice from Licensor shall constitute a material breach of this Agreement. 4.TERMAND TERMINATION . (a)Term of Agreement.This Agreement is effective beginning on the EffectiveDate and continues for a period of 1 year, unless this Agreement is earlier terminated in accordance with this Section 4. (b)Termination.In the event of a material breach by either party that is not cured within 30 daysof receipt of written notice thereof from the other party, the non-breaching party may, by written notice to the breaching party, (i) terminate this Agreement; (ii) terminate or suspend -2- Confidential DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 Licensee’s access to or use of the Website, Service and/or Software; and/or(iii) pursue other legal and equitable rights and remedies to which it may be entitled. Either party may terminate this Agreement immediately by giving written notice to the other party if such other party institutes or has instituted against it insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of such party’s debts, makes an assignment for the benefit of its creditors or commences dissolution proceedings.In addition, Licensor may terminate this Section 1 Agreement and the Licensehereunder immediately upon the breach by Licensee of hereof. (c)Effect of Termination.Except as set forth in this Agreement, in the event of termination or expiration of this Agreement, the rights and obligations hereunder or thereunder, as applicable, shall terminate immediately; provided,however, that any payment or other obligation that has accrued as of such termination or expiration date shall survive such terminationor expiration; provided,further, that in the event of the termination or expiration of this Agreement the rights and Sections 1(c)59 the obligations of the parties set forth in (Reservation of Rights), (Confidentiality), 1012 (Limitation of Liability) (Entire Agreement) and (Additional Terms)of this Agreement, along with any other provision of this Agreement or the Terms which is required to enforce the parties’ rights and obligations hereunder or by its terms continues after the termination of this Agreement, shall survive the termination or expiration of this Agreement and shall continue in effect as described therein. Return and Retention of Archived Content. Following the termination or expiration of this Section 4(b) Agreement, other than in the event of atermination by Licensor pursuant to, and Licensee’s written request within 30 days thereof, Licensor shall, within 30 days of its receipt of such request and in a commercially reasonable format determined by Licensor, provide Licensee with a copy of the data transmitted to and through supported social media websites by Licensee to Licensor in connection with its use of the Service, as collected, modified and archived by Licensor Archived Content in connection with its provision of the Service (collectively, the “”) and to which Licensee has not previously been provided reasonable access by Licensor during the term of the Agreement. Thereafter, ArchiveSocial will allow 30 days for Licensee to retrieve Archived Content before Licensor can delete any and all Archive Content. Section 4(b) (d.) in the event of Licensor’s termination of this Agreement pursuant to ,Licensee acknowledgesand agreesthat Licensor may delete any or all such Archived Content and that it is Licensee’s sole responsibility to seek another source for backing up or archiving such Archived Content and/or related data or content. Notwithstanding the foregoing, Licensor reserves the right to preserve all or any portion of such Archived Content for a specified or indefinite period of time as it may reasonably deem to be necessary in order to comply with applicable laws, rules and regulations.LICENSEE ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE TERMS, LICENSOR SHALL HAVE NO OBLIGATIONS WITH RESPECT TO ANY ARCHIVED CONTENT, INCLUDING THE MAINTENANCE OR PRESERVATION THEREOF, AND LICENSOR SHALLNOT BE LIABLE FOR ANY DISRUPTION OR TERMINATION OF LICENSEE’S OR ITS REPRESENTATIVES’ ACCESS TO OR USE OF THE WEBSITE, SERVICE, SOFTWARE, DOCUMENTATION AND/OR ARCHIVED CONTENT. 5.CONFIDENTIALITY .Subject to public record law,Licensee shall not disclose, except in accordance with this Agreement, and shall take all necessary precautions to protect the -3- Confidential DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 confidentiality ofand to cause its Representatives not to disclose and to protect the confidentiality of,any Confidential Information received from Licensoror its affiliates, employees or other agents under this Agreement, including, without limitation, requiring Licensee’sRepresentatives or others with access to the Confidential Information to be subject to confidentiality obligations similar in nature to those imposed by this Agreement and limiting access to the Confidential Information to Licensee’s Representativesona“need to know”basis. AnyConfidential Information may be used by Licensee only in connection with the License granted herein, unless otherwise agreed by the Confidential Information parties in writing. For the purposes of this Agreement, “”shall meanall business, technical, and financial information provided by Licensorto Licensee, including, without limitation, the Software and all accompanying Documentationand all proprietary information relating thereto. Confidential Information shall not include any information which is: (i) at the time of its disclosure previously known by Licensee, as demonstrated by Licensee’s records; (ii) in the public domain or becomes generally known or published through no fault of Licensee; or (iii) lawfully disclosed to Licensee by a third party free to disclose such information. The provisions Section 5 under this shall survive the expiration or termination of this Agreement for any reason for a period of fiveyears.Immediately upon termination or expiration of this Agreement, Licensee agrees to return to Licensoror to delete all Confidential Information provided to Licensee, including copies of any software ordocumentation provided by Licensorto Licensee hereunderand, if requested by Licensor,provide Licensor with a written notice certifying that it has complied with the requirements of this sentence. 6.TRANSFERS . This Agreement, the Licenseand all other rights, licenses, remedies, obligations and liabilities granted hereunder to Licensee may not be transferred or assigned to any other party without the express written consent of Licensor.Any attempted assignment or transfer in violation of this provision shall be void. 7.MUTUAL REPRESENTATIONS AND WARRANTIES . Each party represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation and has the full corporate power and authority to execute, deliver and perform this Agreement; and (ii) this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 8.DISCLAIMER OF WARRANTY .EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIESWITH RESPECT TO THE WEBSITE, SERVICE AND/OR SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 9.LIMITATION OF LIABILITY .TO THE EXTENT PERMITTED BY THE LAWS IN YOUR JURISDICTION, AND EXCEPT FOR A BREACH BY EITHER PARTY WITH RESPECT TO SECTIONS15 OR OF THIS AGREEMENT, OR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, NEITHER PARTY OR ITS REPRESENTATIVES SHALL BE LIABLE (i) FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENTOR LICENSEE’S USE OF THE WEBSITE, SERVICE AND/OR -4- Confidential DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (ii) ANY DIRECT DAMAGES OR OTHER AMOUNT IN EXCESS OF THE CUMULATIVE FEES ACTUALLY RECEIVED BY LICENSOR DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 10.ENTIRE AGREEMENT . The parties agree that this Agreement, as supplemented by the Terms,is the complete and exclusive statement of the agreement between Licensorand Licensee, which supersedes any proposal, prior agreement, or license, oral or written, and any other communications relating to the subject matter of this Agreement. If any term of this Agreement shall be found invalid, the term shall be modified or omitted to the extent necessary, and the remainder of this Agreement shall continue in full effect. 11.INDEPENDENT CONTRACTOR . The parties are independent contractors and nothing contained herein shall be construed to create any other relationship between the parties. Nothing in this Agreement shall be construed to constitute either party as the agent of the other party for any purpose whatsoever, and neither party shall bind or attempt to bind the other party to any contract or the performance of any other obligation, or represent to any third party that it has the right to enter into any binding obligation on the other party’s behalf. Furthermore, nothing in this Agreement shall be construed so as to obligate either party to enter into a further agreement. 12.ADDITIONAL TERMS . The waiver by either party of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any future breach of any provision(s) of this Agreement. Neither party shall be liable for delays or failures of performance resulting from causes beyond its reasonable control.The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument.All notices or other communications to a party which are required or permitted pursuant to this Agreement shall be in writing to the address set forth for such party in the introduction to this Agreement. Any such notice shall be deemed sufficient if delivered personally or sent by registered or certified mail, postage prepaid, return receipt requested, or if delivered by any other means upon which the parties shall mutually agree. Any party may change the address to which notice is to be given by notice given in the manner set forth above. [Signature Page Follows] -5- Confidential DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 IN WITNESS WHEREOF, authorized representatives of the parties hereto have executed this Software LicenseAgreement effective the day and year first above written. LICENSOR: ExactByte, Inc. By: Name: Adam Tury Title: Director, Sales LICENSEE: ____________________________________ By: Name: Title: \ Software LicenseAgreement Confidential -Signature Page - DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 EXHIBIT A Fees and Payments 1.Base Fee: The annual fee of $______shall entitle Licensee to connect to the Service social media accounts from one or more social networking or social media websites, platforms or services Supported Site supported as part of the commercially available Service (each a “”) forwhich Licensor is either (i) the actual owner or (ii) explicitly authorized to provide access to such social media account (e.g., upon express authorization by Licensor’s Representative). Each such social Permitted Account media account shall be referred as a “”. Licenseeisentitled to archive up to _____new social media records per month, in aggregate, from across all Permitted Accounts. Exhibit Asocial media record For purposes of this , a“” refers to any individual posting sent or received by a Permitted Account, including comments, status updates, and private messages. Section 2 2.Service and Support: There is no charge for service and support as provided in of the Agreement. Confidential DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 Request for Taxpayer Give Form to the Form requester. Do not (Rev. August 2013) Identification Number and Certification send to the IRS. Name (as shown on your income tax return) ExactByte, Inc. Business name/disregarded entity name, if different from above ArchiveSocial Exemptions (see instructions): Check appropriate box for federal tax classification: C CorporationS CorporationPartnership Trust/estate Individual/sole proprietor Exempt payee code (if any) Limited liability company. Enter the tax classification (C=C corP=partnership) Exemption from FATCA reporting code (if any) Other (see instructions) Address (number, street, and apt. or suite no.)RequesterÈs name and address (optional) 201 W Main St Ste 100 PMB 115 City, state, and ZIP code Durham, NC 27701 List account number(s) here (optional) Part ITaxpayer Identification Number (TIN) Social security number Enter your TIN in the appropriate box. The TIN provided must mat to avoid backup withholding. For individuals, this is your socia resident alien, sole proprietor, or disregarded entity, see the ÃÃ entities, it is your employer identification number (EIN). If yo How to get a on page 3. TIN Employer identification number If the account is in more than one name, see the chart on page 4 Note. number to enter. Part IICertification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identif 2. I am not subject to backup withholding because: (a) I am exe Service (IRS) that I am subject to backup withholding as a resul no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), an 4. The FATCA code(s) entered on this form (if any) indicating th You must cross out item 2 above if you have been notified by thewithholding Certification instructions. because you have failed to report all interest and dividends on For mortgage interest paid, acquisition or abandonment of secured property, carrangement (IRA), and generally, payments other than interest and dividends, you are nprovide your correct TIN. See the instructions on page 3. Sign Signature of Here U.S. personDate General Instructions withholding tax on foreign partnersÈ share of effectively connec 4. Certify that FATCA code(s) entered on this form (if any) indi Section references are to the Internal Revenue Code unless other exempt from the FATCA reporting, is correct. . The IRS has created a page on IRS.gov for information Future developments If you are a U.S. person and a requester gives you a form other Note. about Form W-9, at . Information about any future developments www.irs.gov/w9 W-9 torequest your TIN, you must use the requesterÈs form if it issubstantially affecting Form W-9 (such as legislation enacted after we release similar to this Form W-9. on that page. For federal tax purposes, you areconsidered a U.S. Definition of a U.S. person. person if you are: Purpose of Form ¥ An individual who is a U.S. citizen or U.S. resident alien, A person who is required to file an information return with the ¥ A partnership, corporation, company, or association created or correct taxpayer identification number (TIN) to report, for exam United States or under the laws of the United States, you, payments made to you in settlement of payment card and thir transactions, real estate transactions, mortgage interest you pa ¥ An estate (other than a foreign estate), or abandonment of secured property, cancellation of debt, or contri ¥ A domestic trust (as defined in Regulations section 301.7701-7 to an IRA. Partnerships that conduct atrade or business in Special rules for partnerships. Use Form W-9 only if you are a U.S. person (including a resident the United States are generally required topay a withholding tax under section provide your correct TIN to the person requesting it (the reques 1446 on any foreign partnersÈ share of effectively connected taxfrom applicable, to: such business. Further, in certain cases where a Form W-9has not been received, 1. Certify that the TIN you are giving is correct (or you are wa the rules under section 1446 require a partnership to presume tha partner is a to be issued), foreign person, and pay the section 1446 withholding tax.Therefore, if you are a U.S. person that is apartner in a partnership conducting a trade or business in the 2. Certify that you are not subject to backup withholding, or United States, provide Form W-9 to the partnership to establish 3. Claim exemption from backup withholding if you are a U.S. exe and avoid section 1446 withholding on your share of partnership applicable, you are also certifying that as a U.S. person, your any partnership income from a U.S. trade or business is not subj W-9 Form (Rev. 8-2013) Cat. No. 10231X DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 2 Form W-9 (Rev. 8-2013) Page In the cases below, the following person must give Form W-9 to t Updating Your Information for purposes of establishing its U.S. status and avoiding withho You must provide updated information to any person to whom you c allocable share of net income from the partnership conducting a an exempt payee if you are no longer an exempt payee and anticip in the United States: reportable payments in the future from this person. For example, ¥ In the case of a disregarded entity with a U.S. owner, the U.S provide updated information if you are a C corporation that elec disregarded entity and not the entity, corporation, or if you no longer are tax exempt. In addition, yo ¥ In the case of a grantor trust with a U.S. grantor or other U. Form W-9 if the name or TIN changes for the account, for example the U.S. grantor or other U.S. owner of the grantor trust and no of a grantor trust dies. ¥ In the case of a U.S. trust (other than a grantor trust), the Penalties grantor trust) and not the beneficiaries of the trust. If you fail to furnish your correct TIN to arequester, you are If you are a foreign person or the U.S. branch of a foreign bank Failure to furnish TIN. Foreign person. subject to a penalty of $50 for each suchfailure unless your failure is due to that has elected to be treated as a U.S. person, do not use FormW-9. Instead, use reasonable cause and not towillful neglect. the appropriate Form W-8 or Form 8233 (see Publication515, Withholding of Tax on Nonresident Aliens and ForeignEntities). If you make a Civil penalty for false information with respect to withholding. Generally,only a nonresident Nonresident alien who becomes a resident alien. false statement with no reasonablebasis that results in no backup withholding, alien individual may use the terms of a taxtreaty to reduce or eliminate U.S. tax on you are subject to a$500 penalty. certain types of income.However, most tax treaties contain a provision known as Willfully falsifyingcertifications or Criminal penalty for falsifying information. aÅsaving clause.Æ Exceptions specified in the saving clause maypermit an affirmations may subject you to criminalpenalties including fines and/or exemption from tax to continue for certain types ofincome even after the payee imprisonment. has otherwise become a U.S.resident alien for tax purposes. If the requester discloses or uses TINs inviolation of federal law, Misuse of TINs. If you are a U.S. resident alien who is relying on an exception the requester may be subject to civil andcriminal penalties. saving clause of a tax treaty to claim an exemption from U.S. ta of income, you must attach a statement to Form W-9 that specifie Specific Instructions five items: 1. The treaty country. Generally, this must be the same treaty u Name claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. If you are an individual, you must generally enter the name show tax return. However, if you have changed your last name, for ins 3. The article number (or location) in the tax treaty that conta marriage without informing the Social Security Administration of clause and its exceptions. enter your first name, the last name shown on your social securi 4. The type and amount of income that qualifies for the exemptio new last name. 5. Sufficient facts to justify the exemption from tax under the If the account is in joint names, list first, and then circle, t article. or entity whose number you entered in Part I of the form. Article 20 of the U.S.-China income tax treaty allowsan exemption Example. Enter your individual name as shown on yourincome tax return Sole proprietor. from tax for scholarship income received by aChinese student temporarily present on the ÅNameÆ line. You may enter yourbusiness, trade, or Ådoing business as in the United States. UnderU.S. law, this student will become a resident alien for (DBA)Æ name on theÅBusiness name/disregarded entity nameÆ line. taxpurposes if his or her stay in the United States exceeds 5calendar years. Enter the entity's name on the Partnership, C Corporation, or S Corporation. However, paragraph 2 of the first Protocol to theU.S.-China treaty (dated April 30, ÅNameÆ line and any business, trade, or Ådoing business as (DBA) 1984) allows the provisions ofArticle 20 to continue to apply even after the ÅBusiness name/disregarded entity nameÆ line. Chinese studentbecomes a resident alien of the United States. A Chinesestudent who qualifies for this exception (under paragraph 2 ofthe first protocol) and is For U.S. federal tax purposes, an entity that is disregarded as Disregarded entity. relying on this exception to claim anexemption from tax on his or her scholarship an entity separate from its owner is treated as a Ådisregarded e or fellowshipincome would attach to Form W-9 a statement that includes the Regulation section 301.7701-2(c)(2)(iii). Enter the owner's name information described above to support that exemption. line. The name of the entity entered on the ÅNameÆ line should n disregarded entity. The name on the ÅNameÆ line must be the name If you are a nonresident alien or a foreign entity, give the req income tax return on which the income should be reported. For ex appropriate completed Form W-8 or Form 8233. foreign LLC that is treated as a disregarded entity for U.S. fed Persons making certain paymentsto you must What is backup withholding? has a single owner that is a U.S. person, the U.S. owner's name under certain conditions withhold and pay to theIRS a percentage of such provided on the ÅNameÆ line. If the direct owner of the entity i payments. This is called Åbackup withholding.Æ Payments that may be subject to entity, enter the first owner that is not disregarded for federa backup withholding includeinterest, tax-exempt interest, dividends, broker and the disregarded entity's name on the ÅBusiness name/disregarded barterexchange transactions, rents, royalties, nonemployee pay, paymen line. If the owner of the disregarded entity is a foreign person in settlement of payment card and third party network transactiocertain complete an appropriate Form W-8 instead of a Form W-9. This is payments from fishing boat operators. Real estatetransactions are not subject to the foreign person has a U.S. TIN. backup withholding. Check the appropriate box for the U.S. federal tax classificatio Note. You will not be subject to backup withholding on payments you re person whose name is entered on the ÅNameÆ line (Individual/sole give the requester your correct TIN, make the proper certificati Partnership, C Corporation, S Corporation, Trust/estate). your taxable interest and dividends on your tax return. If the person identified on the ÅNameÆ line is an Limited Liability Company (LLC). Payments you receive will be subject to backup LLC, check the ÅLimited liability companyÆ box only and enter th code for the U.S. federal tax classification in the space provid withholding if: that is treated as a partnership for U.S. federal tax purposes, 1. You do not furnish your TIN to the requester, partnership. If you are an LLC that has filed a Form 8832 or a F taxed as a corporation, enter ÅCÆ for C corporation or ÅSÆ for S 2. You do not certify your TIN when required (see the Part II in appropriate. If you are an LLC that is disregarded as an entity 3 for details), owner under Regulation section 301.7701-3 (except for employment 3. The IRS tells the requester that you furnished an incorrect T tax), do not check the LLC box unless the owner of the LLC (requ 4. The IRS tells you that you are subject to backup withholding identified on the ÅNameÆ line) is another LLC that is not disreg not report all your interest and dividends on your tax return (f federal tax purposes. If the LLC is disregarded as an entity sep and dividends only), or owner, enter the appropriate tax classification of the owner ide ÅNameÆ line. 5. You do not certify to the requester that you are not subject withholding under 4 above (for reportable interest and dividend Enter your business name as shown on required U.S. federal tax Other entities. after 1983 only). documents on the ÅNameÆ line. This name should match the name sh charter or other legal document creating the entity. You may ent Certain payees and payments are exempt from backup withholding. Exempt trade, or DBA name on the ÅBusiness name/disregarded entity name on page 3 and the separate Instructions for the Requester of Fo payee code W-9 for more information. Exemptions Also see on page 1. Special rules for partnerships If you are exempt from backup withholding and/or FATCA reporting The Foreign Account Tax Compliance Act (FATCA) What is FATCA reporting? box, any code(s) that may apply to you. See and ExemptionsExempt payee code requires a participating foreign financial institution to report on page 3. Exemption from FATCA reporting code account holders that are specified United States persons. Certai exempt from FATCA reporting. See on Exemption from FATCA reporting code page 3 and the Instructions for the Requester of Form W-9 for mo DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 3 Form W-9 (Rev. 8-2013) Page Generally, individuals (including sole proprietors) are not GÄA real estate investment trust Exempt payee code. exempt from backup withholding. Corporations are exempt from bac HÄA regulated investment company as defined in section 851 or an withholding for certain payments, such as interest and dividends registered at all times during the tax year under the Investment not exempt from backup withholding for payments made in settleme 1940 card or third party network transactions. IÄA common trust fund as defined in section 584(a) If you are exempt from backup withholding, you shouldstill complete this Note. JÄA bank as defined in section 581 form to avoid possible erroneous backupwithholding. KÄA broker The following codes identify payees that are exempt from backup LÄA trust exempt from tax under section 664 or described in sect 1ÄAn organization exempt from tax under section 501(a), any IRA, custodial account under section 403(b)(7) if the account satisfi MÄA tax exempt trust under a section 403(b) plan or section 457( of section 401(f)(2) Part I. Taxpayer Identification Number (TIN) 2ÄThe United States or any of its agencies or instrumentalities If you are a residentalien and you do not 3ÄA state, the District of Columbia, a possession of the United Enter your TIN in the appropriate box. have and are not eligible to get an SSN,your TIN is your IRS individual taxpayer their political subdivisions or instrumentalities identification number(ITIN). Enter it in the social security number box. If you do no 4ÄA foreign government or any of its political subdivisions, age have an ITIN, seebelow. How to get a TIN instrumentalities If you are a sole proprietor and you have an EIN, you may enter 5ÄA corporation or EIN. However, the IRS prefers that you use your SSN. 6ÄA dealer in securities or commodities required to register in If you are a single-member LLC that is disregarded as an entity States, the District of Columbia, or a possession of the United owner (see on page 2), enter the ownerÈs SSN (or Limited Liability Company(LLC) 7ÄA futures commission merchant registered with the Commodity Fu EIN, if the owner has one). Do not enter the disregarded entityÈ Trading Commission classified as a corporation or partnership, enter the entityÈs E 8ÄA real estate investment trust See the chart on page 4 for further clarification of nameand TIN Note. combinations. 9ÄAn entity registered at all times during the tax year under th Company Act of 1940 If you do not have a TIN, apply for oneimmediately. To apply How to get a TIN. for an SSN, get Form SS-5, Applicationfor a Social Security Card, from your local 10ÄA common trust fund operated by a bank under section 584(a) Social SecurityAdministration office or get this form online at . You www.ssa.gov 11ÄA financial institution may also get this form by calling 1-800-772-1213. Use FormW-7, Application for 12ÄA middleman known in the investment community as a nominee orIRS Individual Taxpayer IdentificationNumber, to apply for an ITIN, or Form SS-4, custodian Application forEmployer Identification Number, to apply for an EIN. You canapply for an EIN online by accessing the IRS website atand www.irs.gov/businesses 13ÄA trust exempt from tax under section 664 or described in sec clicking on Employer IdentificationNumber (EIN) under Starting a Business. You The following chart shows types of payments that may be exempt f can get Forms W-7and SS-4 from the IRS by visiting IRS.govor by calling1-800- withholding. The chart applies to the exempt payees listed above TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, app IF the payment is for . . .THEN the payment is exempt for . . . and write ÅApplied ForÆ in the space for the TIN, sign and date to the requester. For interest and dividend payments, and certai with respect to readily tradable instruments, generally you will Interest and dividend paymentsAll exempt payees except a TIN and give it to the requester before you are subject to bac for 7 payments. The 60-day rule does not apply to other types of payme subject to backup withholding on all such payments until you pro Broker transactionsExempt payees 1 through 4 and 6 the requester. through 11 and all C corporations. S corporations must not enter an exempt Entering ÅApplied ForÆ means that you have alreadyapplied for a TIN or that Note. payee code because they are exempt you intend to apply for one soon. only for sales of noncovered securities Caution: A disregarded U.S. entity that has a foreign owner must use the acquired prior to 2012. appropriate Form W-8. Barter exchange transactions and Exempt payees 1 through 4 Part II. Certification patronage dividends To establish to the withholding agent that you are a U.S. person Payments over $600 required to be Generally, exempt payees sign Form W-9. You may be requested to sign by the withholding a 12 reported and direct sales over $5,0001 through 5 items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part Payments made in settlement of Exempt payees 1 through 4 (when required). In the case of a disregarded entity, the person payment card or third party network ÅNameÆ line must sign. Exempt payees, see earlier. transactions Complete the certification as indicatedin items 1 Signature requirements. 1 through 5 below. See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 1. Interest, dividend, and barter exchange accounts opened befor However, the following payments made to a corporation and report You must give your and broker accounts considered active during 1983. 1099-MISC are not exempt from backup withholding: medical and he correct TIN, but you do nothave to sign the certification. payments, attorneys' fees, gross proceeds paid to an attorney, a services paid by a federal executive agency. 2. Interest, dividend, broker, and barter exchange accounts open You must sign the 1983 and broker accounts considered inactive during 1983. The following codes identify payees Exemption from FATCA reporting code. certification or backupwithholding will apply. If you are subject to backup that are exempt from reporting under FATCA. These codes apply to withholdingand you are merely providing your correct TIN to the requester,you submitting this form for accounts maintained outside of the Unit must cross out item 2 in the certification before signing theform. certain foreign financial institutions. Therefore, if you are on for an account you hold in the United States, you may leave this You must sign the certification.You may cross out 3. Real estate transactions. Consult with the person requesting this form if you are uncertai item 2 of the certification. institution is subject to these requirements. You must give your correct TIN, but youdo not have to sign 4. Other payments. AÄAn organization exempt from tax under section 501(a) or any in the certification unless you have beennotified that you have previously given an retirement plan as defined in section 7701(a)(37) incorrect TIN. ÅOtherpaymentsÆ include payments made in the course of the requesterÈs trade or business for rents, royalties, goods (otherthan bills for BÄThe United States or any of its agencies or instrumentalities merchandise), medical and health care services(including payments to CÄA state, the District of Columbia, a possession of the United corporations), payments to anonemployee for services, payments made in of their political subdivisions or instrumentalities settlement of payment card and third party network transactions, certain fishing boat crewmembers and fishermen, and gross proceeds paid to DÄA corporation the stock of which is regularly traded on one or attorneys(including payments to corporations). established securities markets, as described in Reg. section 1.1 5. Mortgage interest paid by you, acquisition or abandonment of EÄA corporation that is a member of the same expanded affiliated property, cancellation of debt, qualified tuition program paymen corporation described in Reg. section 1.1472-1(c)(1)(i) section 529), IRA, Coverdell ESA, Archer MSA or HSA contribution FÄA dealer in securities, commodities, or derivative financial i You must give yourcorrect TIN, but you distributions, and pension distributions. (including notional principal contracts, futures, forwards, and do not have to sign the certification. registered as such under the laws of the United States or any st DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 4 Form W-9 (Rev. 8-2013) Page If no name is circled when more than one name is listed,the number will be What Name and Number To Give the Requester Note. considered to be that of the first name listed. For this type of account:Give name and SSN of: Secure Your Tax Records from Identity Theft 1. IndividualThe individual Identity theft occurs when someone uses your personal informatio 2. Two or more individuals (joint The actual owner of the account or, name, social security number (SSN), or other identifying informa account)if combined funds, the first permission, to commit fraud or other crimes. An identity thief m 1 individual on the account get a job or may file a tax return using your SSN to receive a r 3. Custodian account of a minor 2 The minor To reduce your risk: (Uniform Gift to Minors Act) ¥ Protect your SSN, 1 The grantor-trustee 4. a. The usual revocable savings ¥ Ensure your employer is protecting your SSN, and trust (grantor is also trustee) b. So-called trust account that is 1 ¥ Be careful when choosing a tax preparer. The actual owner not a legal or valid trust under If your tax records are affected by identity theft and you recei state law the IRS, respond right away to the name and phone number printed 3 5. Sole proprietorship or disregarded The owner notice or letter. entity owned by an individual If your tax records are not currently affected by identity theft The grantor* 6. Grantor trust filing under Optional are at risk due to a lost or stolen purse or wallet, questionabl Form 1099 Filing Method 1 (see or credit report, contact the IRS Identity Theft Hotline at 1-80 Regulation section 1.671-4(b)(2)(i)(A)) Form 14039. For this type of account:Give name and EIN of: For more information, see Publication 4535, Identity Theft Preve Assistance. 7. Disregarded entity not owned by an The owner individual Victims of identity theft who are experiencing economic harm or 4 8. A valid trust, estate, or pension trustproblem, or are seeking help in resolving tax problems that have Legal entity through normal channels, may be eligible for Taxpayer Advocate S 9. Corporation or LLC electing The corporation assistance. You can reach TAS by calling the TAS toll-free case corporate status on Form 8832 or 1-877-777-4778 or TTY/TDD 1-800-829-4059. Form 2553 Phishing is the Protect yourself from suspicious emails or phishing schemes. 10. Association, club, religious, The organization creation and use of email andwebsites designed to mimic legitimate business charitable, educational, or other emails andwebsites. The most common act is sending an email to a userfalsely tax-exempt organization claiming to be an established legitimate enterprise in anattempt to scam the user The partnership 11. Partnership or multi-member LLC into surrendering private informationthat will be used for identity theft. 12. A broker or registered nomineeThe broker or nominee The IRS does not initiate contacts with taxpayers via emails. Al not request personal detailed information through email or ask t 13. Account with the Department of The public entity PIN numbers, passwords, or similar secret access information for Agriculture in the name of a public bank, or other financial accounts. entity (such as a state or local government, school district, or If you receive an unsolicited email claiming to be from the IRS, prison) that receives agricultural message to You may also report misuse of the IRS name, logo, phishing@irs.gov. program payments or other IRS property to the Treasury Inspector General for Tax 1-800-366-4484. You can forward suspicious emails to the Federal 14. Grantor trust filing under the Form The trust Commission at: or contact them at or 1-877- spam@uce.govwww.ftc.gov/idtheft 1041 Filing Method or the Optional IDTHEFT (1-877-438-4338). Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B)) Visit IRS.govto learn more about identity theft and how to reduce your risk. 1 List first and circle the name of the person whose number you fuon a joint account has an SSN, that personÈs number must be furnished 2 Circle the minorÈs name and furnish the minorÈs SSN. 3 You must show your individual name and you may also enter your bname on the ÅBusiness name/disregarded entityÆ name line. You may use ei have one),but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension of the personal representative or trustee unless the legal entity itselthe account title.) Also see on page 1. Special rules for partnerships Grantor also must provide a Form W-9 to trustee of trust. *Note. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provid the IRS to report interest, dividends, or certain other income p of debt; or contributions you made to an IRA, Archer MSA, or HSA reporting the above information. Routine uses of this informatio of Columbia, and U.S. commonwealths and possessions for use in a federal and state agencies to enforce civil and criminal laws, o whether or not you are required to file a tax return. Under sect payments to a payee who does not give a TIN to the payer. Certai DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 ExactByte, Inc. (d/b/a ArchiveSocial) ArchiveSocial(888)558-6032x102 invoicing@archivesocial.com 201 W. Main St Suite 100 Ste 115 http://archivesocial.com Durham, NC 27701 Quote QUOTE NO.1181 ADDRESS Orange County, NC DATE 10/21/2014 EXP. DATE 11/01/2014 ACTIVITYQUANTITYRATEAMOUNT Archive_3000R1399.00399.00 • Continuous archival of up to 3000 new social media records/month (unlimited social media accounts) Archive_3000R1399.00399.00 • Continuous archival of up to 3000 new social media records/month (unlimited social media accounts) Archive_3000R1399.00399.00 • Continuous archival of up to 3000 new social media records/month (unlimited social media accounts) Archive_3000R1399.00399.00 • Continuous archival of up to 3000 new social media records/month (unlimited social media accounts) Archive_3000R1399.00399.00 • Continuous archival of up to 3000 new social media records/month (unlimited social media accounts) Continue to the next page DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 Page 2 of 2 ACTIVITYQUANTITYRATEAMOUNT Archive_3000R1399.00399.00 • Continuous archival of up to 3000 new social media records/month (unlimited social media accounts) Archive_3000R1399.00399.00 • Continuous archival of up to 3000 new social media records/month (unlimited social media accounts) Archive_3000R1399.00399.00 • Continuous archival of up to 3000 new social media records/month (unlimited social media accounts) TOTAL $3,192.00 Quote is prorated for remainder of budget yr Nov 1 2014 - July 1 2015 ACCEPTED BYACCEPTED DATE 377828 Exactbyte, IncCertificate of Insurance(page 1 of 1)10/31/2014 07:58:51 AM DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 DATE(MM/DD/YYYY) CERTIFICATEOFLIABILITYINSURANCE 10/31/2014 THISCERTIFICATEISISSUEDASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THIS CERTIFICATEDOESNOTAFFIRMATIVELY ORNEGATIVELYAMEND,EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIES BELOW. THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTE ACONTRACTBETWEENTHEISSUINGINSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATEHOLDER. IMPORTANT: IfthecertificateholderisanADDITIONALINSURED,thepolicy(ies)mustbeendorsed. IfSUBROGATIONISWAIVED,subjectto thetermsand conditionsofthepolicy,certainpoliciesmayrequireanendorsement. Astatementonthis certificatedoesnot conferrightstothe certificate holderinlieuofsuchendorsement(s). CONTACT PRODUCER NAME: PHONEFAX 800-668-7020 (877) 826-9067 TechInsurance (A/C,No): (A/C,No,Ext): E-MAIL 1301 Central Expy. South, Suite 115 ADDRESS: Allen, TX 75013 PRODUCER CUSTOMER ID#: INSURER(S) AFFORDINGCOVERAGENAIC # INSURED The Hartford 30104 INSURERA: Sentinel Insurance Company, Limited11000 Exactbyte, Inc INSURERB: 201 W. Main St. Ste 100, Pmb 115 29424 Hartford Casualty Insurance Company INSURERC: Durham, NC 277013228 INSURERD: INSURERE: INSURERF: COVERAGESCERTIFICATE NUMBER:REVISIONNUMBER: THISIS TOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIOD INDICATED. NOTWITHSTANDINGANYREQUIREMENT,TERMOR CONDITIONOF ANYCONTRACTOR OTHERDOCUMENTWITHRESPECTTO WHICHTHIS CERTIFICATEMAYBEISSUEDORMAYPERTAIN,THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINIS SUBJECTTOALLTHETERMS, EXCLUSIONSANDCONDITIONSOFSUCHPOLICIES.LIMITSSHOWNMAYHAVEBEENREDUCEDBYPAIDCLAIMS. ADDLPOLICYEFF POLICYEXP TYPEOFINSURANCELIMITS POLICYNUMBER (MM/DD/YYYY) (MM/DD/YYYY) LTR INSR GENERALLIABILITY 1,000,000 EACH OCCURRENCE$ DAMAGETORENTED 1,000,000 $ COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) OCCUR10,000 CLAIMS-MADEMED EXP(Any one person)$ B 46SBMBL63039/13/20141,000,000 9/13/2015 PERSONAL &ADV INJURY$ 2,000,000 GENERAL AGGREGATE$ 2,000,000 GEN'L AGGREGATELIMITAPPLIESPER: PRODUCTS -COMP/OPAGG $ PRO- $ POLICY LOC JECT AUTOMOBILE LIABILITYCOMBINED SINGLELIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILYINJURY (Per person) $ ALL OWNED AUTOS BODILYINJURY (Per accident)$ 46SBMBL63039/13/20149/13/2015 B SCHEDULED AUTOS PROPERTYDAMAGE $ (Per accident) HIRED AUTOS $ NON-OWNED AUTOS $ UMBRELLA LIAB EACH OCCURRENCE$ OCCUR EXCESSLIAB CLAIMS-MADE AGGREGATE$ DEDUCTIBLE $ $ RETENTION $ OTH- WORKERS COMPENSATION WC STATU- ER TORYLIMITS ANDEMPLOYERS' LIABILITY Y/ N 100,000 ANYE.L.EACH ACCIDENT$ N / A46WBCAJ4551 11/15/201411/15/2015 Y CEXCLUDED? 100,000 (Mandatory inNH) E.L.DISEASE-EAEMPLOYEE$ Ifyes,describe under 500,000 E.L.DISEASE-POLICYLIMIT $ DESCRIPTIONOFOPERATIONSbelow Occurrence / Aggregate A456TE02713951349/13/2015$1,000,000 / $2,000,000 Professional Liability (Errors and Omissions)9/13/2014 DESCRIPTION OFOPERATIONS /LOCATIONS /VEHICLES(AttachACORD101,AdditionalRemarksSchedule,ifmorespaceisrequired) CERTIFICATE SHOULD ANY OFTHE ABOVE DESCRIBED POLICIESBE CANCELLED BEFORE Insured Copy THEEXPIRATION DATETHEREOF,NOTICEWILLBEDELIVEREDIN ACCORDANCE WITHTHE POLICYPROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2009ACORDCORPORATION. Allrights ACORD25TheACORDnameandlogoareregisteredmarksof