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HomeMy WebLinkAbout2017-487-E Health - Stratus Video, LLC for video remote interpretation DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 [Departmental Use Only] TITLE Stratus Video VRI FY 2017-2018 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this first day of July, 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 Stratus Video, LLC (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: Video remote interpreting services for American Sign Language(ASL) and selected spoken languages through the use of Status' on demand interpreter software as described in the attached Exhibit A to Attachment A, "Status Video Pricing". The term of this agreement rendered shall be from July 1, 2017 to June 30, 2018. 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 Ten Thousand, ($10,000). 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 Revised 2/17 1 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contra cts.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. County acknowledges that it, and not Provider, is a professional health care provider. The County agrees to defend, indemnify and hold harmless to the extent provided by North Carolina law Provider from any claims, including claims of third parties, based on medical malpractice or negligence of the County(or its physicians, employee, independent contractors, etc.). 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. Upon termination of the Agreement, County will immediately stop using the Services and will remove the Stratus software for all County owned devices.Additionally, County hereby authorizes Provider to disable all Status accounts, software, and access to Stratus services. In such event, to the extent allowed by North Carolina law, Provider will not be liable to County for damages of any kind (whether actual, incidental, or consequential, including lost profits and lost revenues) arising out of or related to the loss of use of the Services of the Stratus software. The County will return to the Provider all Provider- owned equipment. 7. Limited Warranty: Stratus warrants that it will perform the Services in a professional manner consistent with industry standards. Except for the express warranties provided in this Agreement and to the extent allowed by applicable law, Stratus makes no other representation, warranty, or guarantee, express or implied, of any kind, and Stratus specifically disclaims any warranty or condition of merchantability or fitness for a particular purpose. 8. Limitation of Liability: County acknowledges that interpretations may not be entirely accurate in all cases and that events outside of the control of Stratus may result in incomplete or interrupted service. Except as specifically stated otherwise and to the extent allowed by North Carolina law, each party's aggregate liability to the other for claims arising out of this Agreement, whether for breach or in tort and including but not limited to negligence, shall be limited to the amount paid by County to Stratus within the previous 12 months. Further, neither party will be liable for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including loss of business, revenue, profits, use, data or other economic advantage), however it arises, whether for breach or in tort, even if that party has been previously advised of the possibility of such damage. Liability for damages shall be limited and excluded, even if any exclusive remedy provided for in this Agreement fails of its essential purpose. 9. Equipment Warranty: The warranty provided to Customer by Stratus with respect to the Equipment is set forth in Exhibit "B" of Attachment A. The warranty period shall commence upon Acceptance of the Equipment. 10. Additional Terms: The obligations of the parties under this Agreement which by their nature should continue beyond the termination or expiration of this Agreement will remain in effect after termination or expiration. Revised 2/17 2 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 11. Non-Performance: To the extent allowed by North Carolina law, a party is not liable under this Agreement for non-performance or delayed or interrupted performance caused by events or conditions beyond that party's control if the party makes reasonable efforts to perform. This provision does not relieve County of its obligation to make all payments then owing when due. 12. Severability: If any provision, or part thereof,in this Agreement is held to be invalid, void or illegal, it shall be severed from this Agreement and shall not affect, impair, or invalidate any other provision, or part thereof, and it shall be replaced by a provision which comes closest to the severed provision, or part thereof,in language and intent, without being invalid, void, or illegal. 13. 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 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. 14. 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. 15. 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. 16. 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. 17. 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. [SIGNATURE PAGE TO FOLLOW] Revised 2/17 3 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. � �] O' • s4LtbNTY PR lined by: botaA it, lkawowtexstui haukt un, tkulitx By: (1637QQ4R755F477 By• _LEVitia4E$QAD110A County Manager Title: 200 S. Cameron St. Stratus Video,LLC P.O. Box 8181 33 N. Garden Ave., Ste. 1000 Hillsborough,NC 27278 Clearwater,FL 33755 Revised 2/17 4 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 Qi'STRA ...0 Attachment A r)11 11 I STRATUS VIDEO INTERPRETING SERVICES This Attachment is for Stratus Video Interpreting Services (the "Agreement") is between Stratus Video, LLC ("Stratus") and the Orange County Health Department of North Carolina ("Customer") and is for providing on- demand video remote interpreting (VRI)for American Sign Language (ASL) and selected spoken languages, over- the-phone interpreting (OPI) for selected languages and In Person interpreting for selected languages (collectively, the "Services"). The VRI services and OPI services are provided by Stratus through the use of Stratus' on-demand interpreter software. AFS—6/22/2016 Confidential and Proprietary Page 1 of 3 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 // T TIC'S , AGREEMENT FOR SERVICES Exhibit A Stratus Video Pricing Orange County North Carolina Health Department (County) agrees to pay the prices shown in Table 1 for video interpreting services from Stratus. The services include Video Remote Interpreting, user training, bi-annual review meetings and mobile device management. Table 1.Video Remote Interpreting(VRI) Prices Language Spoken Languages American Sign Bundled: All VRI Audio Only VRI Language VRI Languages Languages Price Per Minute $1.19 $1.99 $1.19 $0.99 Notes: 1. Bundled Price Requirement: American Sign Language Minutes must be 10% or less of total video minutes during a given billing month. If the percentage of American Sign Language minutes exceeds 10% of the total minutes during a month, the pricing reverts to the Spanish, Other and American Sign Language pricing for that month. 2. Call Times:The call time starts when the interpreter answers the call and ends when either the end user or interpreter hangs up the call. 3. Payment: County will be billed monthly for the minutes used. 4. Audio Only languages can be provided by Stratus at the prices shown or by County's existing provider at no charge from Stratus. 5. Provide a connection to, and use of, Telelanguage, free of charge including entering Teleanguage's number for automatic connection via Audio Only Button. AFS-6/22/2016 Confidential and Proprietary Page 2 of 3 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 // T TIC'S , AGREEMENT FOR SERVICES Exhibit B Warranty for Purchased Equipment The Stratus Stand and iPad Bundle ("Equipment") that you have installed is warranted under the provisions of this warranty. The equipment has been installed upon Customer's independent determination that it is appropriate for Customer's intended application. For a one (1) year period from date of Acceptance ("the Warranty Period"), Stratus warrants the Equipment is guaranteed to operate in accordance as a video remote interpreting service operated under normal usage and conditions and with proper care and supervision. Company warrants that service repairs shall be free from defects in materials and workmanship for the balance of the Warranty Period. Responsibility for the installed items remains with the Customer at time of possession. The Customer shall maintain the installed equipment in good repair and operating condition, allowing for reasonable wear and tear. If Customer needs service repairs within the Warranty Period, Stratus will be responsible for such repairs. After the warranty period, Customer will be responsible for all service repairs or may receive service repairs from Stratus for additional fees. The warranties made herein shall be in lieu of any other warranty, expressed or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. Such implied warranties or fitness for a particular purpose are expressly excluded. AFS-6/22/2016 Confidential and Proprietary Page 3 of 3 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 (,,'STRATUS 11 I STRATUS VIDEO INTERPRETING SERVICES Exhibit C Health Insurance Portability and Accountability Act (HIPAA) Compliance Process Background The Health Insurance Portability and Accountability Act (HIPAA) governs the documentation and dissemination of all patients' healthcare information by medical providers, insurance companies, and certain third parties (Covered Entities). HIPAA rules require that Covered Entities and their Business Associates apply appropriate administrative, technical, and physical safeguards to ensure the privacy of Protected Health Information (PHI) and Electronic PHI (EPHI). HIPAA includes both the Privacy Rule and the Security Rule: • The Privacy Rule. Gives individuals rights over their health information, whether oral, written or electronic. • The Security Rule. Protects all health information in electronic form, ensuring that all EPHIs are secure. There is no governing agency, commission, or standards body that certifies HIPAA compliance. However, Department of Justice is tasked with investigating and adjudicating HIPAA violations by Covered Entity and Business Associates. It is up to the Covered Entity or Business Associate to determine and maintain it's own compliance with the Privacy and Security rules. Discussion Stratus recognizes that we must provide our services and solutions that are HIPAA complainant and support the requirements outlined in a Business Associate Agreement. Stratus designed and developed our services to operate in accordance with your HIPAA requirements. Specific Stratus Video Features to ensure HIPAA compliance: 1) Data Security. a) Stratus application is Natively encrypted using WEBRTC to conform with HIPPA requirements. b) Stratus does not record video calls so no protected health information is captured or stored in the Stratus Video system at any point and as such,fits the definition of data not at rest. c) Access to Stratus software on the devices is Password Protected d) Video software does not allow Auto Answer feature, preventing unauthorized access to video calls. AFS—6/22/2016 Confidential and Proprietary Page 1 of 2 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 0 , "T T in,��,�� `�� AGREEMENT FOR SERVICES Stratus Video Service Delivery Platform Functional D a cram contact O<.,p n= re Ova Noon Ptuon VvrA Vw,;p°a ream Ile;time i lo 00 1, ! gyp„ Firewall �,��� voiN a astern 441' ant I \n, I MptillhO Gael I Pfatantra Viid o Call 14* a#1 V d. O.0O No ,#2 ;n" zIiN i a,r IpaU ppl M Mp IVU UV pppi NN ap IM M IMp MN M pM pM M IM wr MI WI IVU WW Mp p Vp mw ie,fr' rid Whale a no r E- p w"Phut* Iffiu Tabi a�,'. r r lu.ld Devices from 6 I C,P°O4COMS,Lti rep M Opp fir IM MO Mp OM MM Mpl M IM lap WI a M0. pM' WI pill IM fig Wm nava V an Pro "r »_a, C wu'Iriytan W W.P' �"' p 2) Privacy Rule. a) Stratus Video platform generates and stores only metadata (billing information) about the video session. No Protected Health Information is captured or stored in the Stratus Video System. The billing information is provided, in electronic form (Excel), as part of the monthly invoice so the hospital can analyze utilization on both device and department basis. 3) Interpreter Confidentiality and protection of patient information. a) Interpreters are HIPAA Certified by completing the Advanced HIPAA training course and examination. b) All interpreters must sign and are bound by company Code of Ethics agreements. The Registry of Interpreters for the Deaf (RID) also additionally binds American Sign Language (all Stratus Video American Sign Language interpreters are nationally certified through RID) interpreters to a professional Code of Conduct and Code of Ethics. AFS-6/22/2016 Confidential and Proprietary Page 2 of 2 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 ACCIRE,® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 02/10/2017 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: Automatic Data Processing Insurance Agency,Inc. PHONE No,Ext): FAX No): E-MAIL 1 Adp Boulevard ADDRESS: Roseland,NJ 07068 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hartford Underwriters Insurance Company 30104 INSURED INSURER B: STRATUS VIDEO HOLDIN 33 NORTH GDN AVE INSURER C: Clearwater, FL 33755 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 621902 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO CLAIMS-MADE OCCUR PREMISES(Ea occur ence ) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A OFFICER/MEMBER EXCLUDED?ECUTIVE YYN NIA N 76WEGPK6094 01/01/2017 01/01/2018 E.L.EACH ACCIDENT $ 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 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 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN "" ACCORDANCE WITH THE POLICY PROVISIONS. INSURED COPY AUTHORIZED REPRESENTATIVE A©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/5/2018 4/4/2017 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 LOCKTON COMPANIES CONTACT NAME: 500 West Monroe,Suite 3400 PHONE FAX (A/C.CHICAGO IL 60661 E-MAILo Ext): (A/C,No): (312)669-6900 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Lloyds Underwriters Writers INSURED Video Group Holdings,LLC INSURER B: 1413016 Stratus Video,LLC INSURER C: 33 N Garden Ave,Suite 1000 INSURER D: Clearwater,FL 33755 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 14602593 REVISION NUMBER: XXXXXXX 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 ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX DAMAGE RETE CLAIMS-MADE OCCUR PREMISES O(Ea occur ence) $ XXXXXXX MED EXP(Any one person) $ XXXXXXX PERSONAL&ADV INJURY $ XXXXXXX GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ XXXXXXX POLICY PRO-JECT LOC PRODUCTS-COMP/OP AGG $ XXXXXXX OTHER: AUTOMOBILE LIABILITY NOT APPLICABLE COMBINED SINGLE LIMIT $ (Ea accident) XXXXXXX ANY AUTO BODILY INJURY(Per person) $ XXXXXXX AOUTOS ONLY SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX HIRED NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY (Per accident) $ XXXXXXX UMBRELLA LIAB OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB CLAIMS-MADE AGGREGATE $ XXXXXXX DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION NOT APPLICABLE PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ XXXXXXX If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ XXXXXXX A Management Liability N N CR-161025 2/5/2017 2/5/2011 $5,000,000 Limit Package (E&O/Cyber) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION See Attachment 14602593 Evidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRE4,ENTATI J ° )) q O 1988-2 615 ACORD CORPORATION.T IN. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 Type of Insurance Carrier Policy Policy Limits/Retentions Number Dates Management Liability Federal Insurance 2/5/2017 D&O - $10M/$100K Package Co. 8242-2159 to EPL- $5M/$100k (D&O, EPL, FID, (Chubb) 2/5/2018 FID - $2M/$0K Crime) CR- $1M/$25K Miscellaneous Attachment: M521298 Master ID: 1413016,Certificate ID: 14602593 DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) �.,.,. 2/5/2018 2/6/2017 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 LOCKTON COMPANIES CONTACT NAME: 500 West Monroe,Suite 3400 PHONE FAX (A/C.CHICAGO IL 60661 E-MAILo Ext): (A/C,No): (312)669-6900 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Underwriters Insurance Company 30104 INSURED Video Group Holdings,LLC INSURER B:Hartford Casualty Insurance Company 29424 1407437 CSDVRS,LLC&CSDVRS INSURER C: Management Services,Inc. INSURER D: 600 Cleveland St.,Ste 1000 Clearwater,FL 33755 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 14499527 REVISION NUMBER: XXXXXXX 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 ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY N N 83UUNZH0043 2/5/2017 2/5/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE RETE CLAIMS-MADE X OCCUR PREMISES O(Ea occur ence) $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO-JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: B AUTOMOBILE LIABILITY N N 83UUNZH0043 2/5/2017 2/5/2018 COMBINED NGLE LIMIT $ (Ea accident)SI 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX AUTOOWNED ONLY SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX X HIRED y NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY (Per accident) $ XXXXXXX B x UMBRELLA LIAB OCCUR N N 83RHUVV9773 2/5/2017 2/5/2018 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION NOT APPLICABLE PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ XXXXXXX If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ XXXXXXX DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION 14499527 Evidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRE4,ENTATI J i q 0 88-2 5 ACORD O 19 �1'' � CORD CORPORA TIN. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD