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HomeMy WebLinkAbout2017-157-E HR - Selerix Systems, Inc. for 2017 ACA Subscription Agreement DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 [Departmental Use Only] TITLE SELERIX FY 2017-18 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1st day of May, 2017, ("Effective Date")by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and Selerix Systems,Inc. (the "Provider"),party of the second part; WITNESSETH: 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: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: see attached Exhibit A, which is hereby incorporated into this document. The term of this agreement rendered shall be from January 1, 2017 to December 31, 2017. 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: The County 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 twelve thousand seven hundred ninety two dollars, ($12,792.00). 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. Non—waiver: 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 County shall not be responsible for any of the Provider's acts or omissions. 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 Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is Revised 2/17 1 DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance 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 County'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, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement 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. County may suspend this Agreement upon reasonable 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 supersedes any previous Agreements between the Parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and 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 of this Agreement 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. 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 state and federal anti-discrimination laws, policies,rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 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 mandate. In the event that public funds are unavailable and not appropriated for the performance of County's Revised 2/17 2 DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 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] Revised 2/17 3 DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. O' CqwEsiG0 LINTY PR HERined by: 136tn,�ut lka)mwtt,YSLU1 (hit t, V R A, By' . --!69g4B755E477... By 3-7 R4 (] 4RRf1F7 F7R4R County Manager Title: Presi dent 200 S. Cameron St. Lyle Griffin,President P.O. Box 8181 Selerix Systems, Inc. 2851 Craig Drive, Suite 300 Hillsborough,NC 27278 McKinney, TX 75070 Revised 2/17 4 DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 2017 ACA Subscription Agreement This ACA Subscription Agreement('Agreement )is made by and between: Selerix Systems„ inc.„a Delaware Corporation, with its principal place of business located at 2851 Craig Drive. Suite 300, McKinney, TX 75070 (hereinafter referred to as l'SELERIX1) and Orange County.a North Carolina Government,with iits principal place of business Ilocated at 200 South Cameron St_ Hillsborough, NC, 27278 (hereinafter referred to as'SUBSCRIBER") as of 111/2017 ('Effective Date") WHEREAS, SELERIIX,as Licensor, has granted licenses in its Benefits-Selection software system,,and associated documentation (the'Licensed Product')to licensees ("Licensees")through SELERIX's execution of one or more software licensing agreements, as the same may be amended from time to time (each, a 'License Agreement%and coilectively, the'License Agreements ); WHEREAS, SUBSCRIBER has not entered into such a License Agreement with SELERIX but instead is an authorized user of the Licensed Product under a License Agreement that a third party has with SELERIIX; WHEREAS, SUBSCRIBER has requested that SELERIIX provide to SUBSCRIBER a certain add on optional feature described in this Agreement(the ACA Reporting Moduiell).Which can be used conjunction with the Licensed Product but such ACA Reporting Module is not included in and is outside the scope of the applicable License Agreement under which SUBSCRIBER is authorized to use the Licensed Product; WHEREAS, SELERIIX is willing to provide the ACA Reporting Module to SUBSCRiBER,and SUBSCRIBER is Wiling to accept the ACA Reporting Module from,, SELERM, on the terms and conditions described in this Agreement,: NOW THEREFORE,the parties further agree to the following: 1. ACA Reporting Module A. Purposes. SUBSCRIBER represents that to SUBSCRIBER's knowledge, SUBSCRIBER is an authorized user under a current, valid, and existing License Agreement. SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT DOES NOT GRANT A LICENSE TO THE LICENSED PRODUCT. This Agreement, however,, does permit the use of the ACA Reporting Module as described herein. SUBSCRIBER will utilize the ACA Reporting Module for the following purposes (the "Purposes"): 1) Production of IRS Forms 1094C and 1095C (coliectively,the'RS Forms')for SUBSCRIBER's individual employees and employer level filings when the appropriate,data is managed and uploaded by SUBSCRIBER. 2) Transmittal of the SUBSCRIBER's IRS Forms in the required XML format through the IRS AIR transmittal system. 3) Facilitation of SUBSCRIBER's tracking of medical eligibility as defined by SUBSCRIBER. This requires the SUBSCRIBER to either upload its employees' hours worked into the Licensed Product's system or to provide such data to SELERIX in the file format prescribed by SELERIX so that SELERIX can upload such data into the Licensed Product's system. 2017 ACA SUBSCRIPTION AGREEMENT FOR NON-LICENSEES DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 B. ACA Reporting Module Services. The ACA Reporting Module will provide the following tracking and reporting capabilities to SUBSCRIBER: 1) Basic Services: a. IIRS Forms Generation SELERIIX Responsibilities: (1) Configure ACA Reporting Mlodulle and Licensed Product to generate 1094-C and 1095-C forms based on group and benefits information supplied by the SUBSCRIBER. (2) Facilitate SUBSCRIBER's ongoing upload by SUBSCRIBER of census files containing employee-specific data. (3) Train SUBSCRIIBER's designated personnel in using the ACA Reporting Module to generate ACA reports and track eligibility. Such training provided to SUBSCRIBER will not constitute legal, financial or consulting advice or direction surrounding ACA rules and regulations. Likewise, communication to SUBSCRIBER's employees or among SUBSCRIIBER's employees lis not a responsibility SELERIIX is obligated to fulfill as part of this Agreement. (4) Utilize SUBSCRIBER-provided employer and employee data to complete the IRS Form 1095-C and 1094-C forms. The forms will be in a format suitable for the SUBSCRIBER to review, amend, print or distribute electronically (ii.e. PDIF format). SUBSCRIBER Responsibilities: (1) Provide SELERIX with the necessary organizational, medical plan and job class structure and data,and benefit rules and policies to support ACA compliance. (2) Regularly upload employee census data includ ing eligibility events prompting plan and/or coverage changes; this process includes regular Qualified Life Events. This information provides the basis for employee tracking and compliance reporting. (3) Communicate to its employees the terms and timing required for employee enroillment into elligiiblle medical l plan. This effort must be synchronized by SUBSCRIBER with the census upload information. (4) Review SEILERIIX's system-generated reports throughout the calendar year to ensure completeness,accuracy and compliance. SUBSCRIBER is responsible for validating the 1095-C and 1094-C form output to ensure data alignment. (5) SUBSCRIBER represents that its employees using the Licensed Product have !sufficient training to use the Licensed Product to its functionality. Further, SUBSCRIBER represents 'its employees will continue their training by attending weblinars offered by SEILERIIX to assist such employees in becoming proficient in utilizing the ACA functionality in the ACA Reporting Module. b. IRS Electronic Forms Transmittal Services SELERIIX.responsibilities:. (I) SELIERIX will electronically submit the SUBSCRIBER's IRS Forms via the IRS AIR system on SUBSCRIIBER's behalf after SUBSCRIBER has reviewed and approved SUBSCRIIBER's IRS Forms. Upon IRS acceptance of the SUBSCRIBER's IRS filing SELIERIX will advise the SUBSCRIBER of acceptance and provide transmission' receipt records. If the IRS rejects the SUBSCRIIBER's IRS filling, SELERIX will advise. the SUBSCRIBER of such so that SUBSCRIBER may resolve the issue. When SELIERIX s notified by SUBSCRIBER that the issue Is resolved, SELERIIX.will resubmit the revised IRS Forms based an the corrected data. 2017 ACA SUBSCRIPTION AGREEMENT FOR NON-LICENSEES PAGE 2 DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 (2) SELIERIX warrants that if SUBSCRIIBER's data uploaded in the Licensed Product is accurate and affirmatively approved by SUBSCRIBER, then the IRS Forms will be sufficiently accurate for SUBSCRIBER to comply with ACA requirements. SEILERIIX does not undertake any obligation to determine whether or not SUBSCRIIBER's data is accurate or complete. SUBSCRIBER responsibilities:. (1) SUBSCRIBER is solely responsible for the accuracy and iintegrilty of data stored in the Licensed Product from which the IRS Forms are based. SUBSCRIBER is responsible for all data input and maintenance of SUBSCRIIBIER's employee and benefit plan information. SUBSCRIBER is solely responsible for SUBSCRIIBER's compliance with the ACA law, rules and regulations. (2) SUBSCRIBER shall thoroughly review the draft IRS Forms. Once SUBSCRIBER determines the IRS Forms are accurate and complete, SUBSCRIBER slhalll notify SELIERIX of the same and instruct SELERIX to electronically file with the IRS. If the IRS rejects the SUBSCRIBER's IRS Forms filing, SUBSCRIBER will work to identify and resolve the issue with SUBSCRIIBER's data causing the IRS Forms to be rejected. SUBSCRIBER will provide written notification to SEILERIIX that the issue has been corrected and to refiille the IRS Forms. (3) SUBSCRIBER shall bear the risk of loss during any transmission of SUBSCRIIIBIER's records and data over all communications links and devices. c. Lookback Monitoring SELERIIX. Responsibilities: (1) SELIERIX will provide a standard template (Pay History)that outlines the hourly data required to drive the ACA Reporting Module. Based on the data provided by SUBSCRIBER„ SELERIX will provide a 'ilLookback Report"'based on SUBSCRIBER- defined report parameters and SUBSCRIIBIEIR's requested schedule. (2) SEILIERIX's ACA Lookback Reports are system-generated reports that identify employees who may be eligible for a medical coverage offer based on the employee's average hours worked during the SUBSCRIBER defined 'measurement' and'stability".periods. SUBSCRIBER Responsibilities: (1) SUBSCRIBER is responsible for uploading Pay History data which includes employee hours worked and compensation subject to SUBSCRIBERS designated schedule. (2) SUBSCRIBER is responsible for review of Lookback Reports indicating each employee who may gain or lose medical eligibility based on the employee's hours worked. SUBSCRIBER is responsible for reclassifying these employee records based on SUBSCRIBERS knowledge of all applicable facts and circumstances. d. Account Manager Support Services. SELERIIX will provide 20 hours of account manager support hours each calendar year for IRS Forms Generation and Lookback Monitoring (described above). The intent of the parties is that the account support activities will be focused on improving SUBSCRIBERS ability to effectively and efficiently utilize the ACA Reporting system capabilities. To the extent SUBSCRIBER requests it, SELERIIX will assist with ancillary tasks such as significant data clean up and data mapping,and will hellp with identifying missing plan and job class information; however, such assistance by SELERIIX will be charged against the 20 hours of support described above. More than 20 hours annually of ACA support will be billed as outline in Section 1., B., 1), e., (3). 2017 ACA SUBSCRIPTION AGREEMENT FOR NON-LICENSEES PAGE 3 DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 e. SELERIX's provision to SUBSCRIBER of the ACA services does not include any consulting services, Ilegal,or financial services.. 2) Fees for Basic Services a. IRS Forms Generation, IRS AIR Form Filing & Lookback Reporting Fee per Medical Eligible lEmployee Employee Employee Count Annual Fee Monthly Fee* Tiler* First 250 1 .-250 $1,500 minimum Next 750 250 1,000 $6_00 $0.50 Next 4,000 1„001-5,000 $5_00 $0.41 Any additional 5,001+ $4_00 $0_33 #- Employers with fewer than 250 medical eligible employees are subject to the minimum annual charge of$1,500. * Monthly Fee means fee per Medical Eligible Employee per month for each month in the calendar year. Each calendar quarter the total number of medical eligible employees is calculated and the appropriate fee Is billed for the quarter in.advance. New clients will be billed based on projected employee count. At year end,the counts will be reconciled based on actual quarterly eligible employee counts of records maintained in the system_ Fees are calculated on a step-down basis as the employee count increases. If the total medical eligible employee count is 1,200. then the first 1,000 medical eligible employees are charged$6.00/year and the 200 in excess of 1,000 are charged$5.00/year. The medical eligible annual fee for this illustration would be$7000, b. Implementation Support Employee Tier* Employee Count Implementation Fee First 1,000 Up to 1,000 $1,000 Next 4„000 5,000 $2,,000 Any additional 5„001+ $3,,000 10 Hours of Implementation Support are included.. Implementation hours in excess of the 10 hours Will be billed at the rate of$175 per hour. c. Multiple EIIN Filling Charge There is no additional charge for filing one DN.. Additional IRS ACA fillings will be charged $500 per DIN for the reporting year.. For example, if an employer has 3 ElINs,the total additional filling charge would be$"11,000.. d. Account Manager Support Services Account Manager support hours required in excess of 20 hours annually will be charged at the rate of$175 per hour_ e. Fee Guarantee Period The above-described fees will remain valid for a period of 24 months from the Commencement Date of this Agreement. Thereafter, the annual fee may be amended by SELERIX, subject to the SUBSCRIBER's acceptance.. f.. Pricing Terms (1) Reporting Period_ SUBSCRIBER acknowledges ACA's annual reporting requirements..The services provided to SUBSCRIBER under this Agreement are services that are of benefit to SUBSCRIBER for the calendar year reportable to the 2017 ACA SUBSCRIPTION AGREEMENT FOR NON-LICENSEES. PAGE 4 DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 IRS(January—December of reporting year).SUBSCRIBER acknowledges the delivery of services is for the reporting calendar year. (2) Payment Terms.SUBSCRIBER agrees to pay the fees set forth above.Invoices Will be sent on a quarterly basis lin advance for all components provided by SELERIX. Payments are due upon receipt of the invoice and delinquent on the 30th day after the date of the invoice. (3) Any amount not paid before becoming delinquent shall thereafter bear interest unlit paid at a rate equal to The lesser of one and one half percent(1 V%)per month or the maximum rate allowed by applicable law. 3) Optional 1095-C Form Fulfillment. SUBSCRIBER may request 1 095-C Form Distribution services,in writing.If such r-iwuest is made SUBSCRIBER and accepted by SELERIX in its sole discretion,then: a. SELERIX.will have the following responsibilities: II I) SELERIX will cause the SUBSCRIBERS IRS Form 1095-C to be printed,inserted and mailed to employees on the SUBSCRIBERS behalf atter SUBSCRIBER has reviewed and affirmatively approved SUBSCRIBERS 1095-C forms. 1095-C forms will be printed„inserted and delivered to the USPS within 14 business days after receipt of the SUBSCRIBER's approval of the file.SELERIX will provide SUBSCRIBER notice of the quantity and date the 1095-C materials that were delivered to the USPS. (2) SELERIX requires third party printing vendors to have executed a Business Associates Agreement before any confidential data is transferred to such vendors. SUBSCRIBER will have The following responsibilities: (I) SUBSCRIBER is responsible to review the Employee's 1095-C forms and provide written approval to SELERIX. b. 1095-C.Form Distribution Services Fee Structure The fee is based on the number of packets delivered to the USPS.The per package fee for the initial distributions is$1.50;if a package needs to be sent a second time for any reason,the per package fee is$1.00. DocuSign Envelope ID:97D49820-FEB8-4DCA-BA8C-7909CD9FA2F9 DATE(MM/DD/YYYY) A�!213 CERTIFICATE OF LIABILITY INSURANCE 4/24/2017 DATE(M THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Rosemary Bruscino Arthur J. Gallagher Risk Management Services, Inc. PHONE 972-663-6122 FAX 972-991-4061 Two Lincoln Centre (A/C,No,Ext): (NC,No>: 5420 LBJ Freeway, Suite 400 ADDRESS: Dallas TX 75240 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Lloyd's Insurance Company 38253 INSURED SELESYS-01 INSURER B:Hartford Fire Insurance Company 19682 Selerix Systems, Inc. INSURER c:ACE American Insurance Company 22667 2851 Craig Drive, Suite 300 Mc Kinney TX 75070 INSURER D. INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:661709056 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W /Y LIMITS LTR INSD VD POLICY NUMBER (MM/DD YYY) (MM/DD/YYYY) A x COMMERCIAL GENERAL LIABILITY 46SBAVF1705 12/15/2016 12/15/2017 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES( SES(Ea occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR 46SBAVF1705 12/15/2016 12/15/2017 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED X RETENTION$10,000 $ B WORKERS COMPENSATION 46WBCNO3918 12/15/2016 12/15/2017 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Cyber G24243618006 12/15/2016 12/15/2017 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evidence of Insurance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD