Loading...
HomeMy WebLinkAboutOTHER-2025-002-Contract Amendment with Vaco, LLC for Payroll Audit Services Attachment 2 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT ("Amendment") is made and entered into this 22 day of January, 2025 by and between ORANGE COUNTY (hereinafter referred to as " County") and VACO, LLC (hereinafter referred to as `Provider") . WITNESSETH : THAT WHEREAS , the County and Provider entered into a contract dated July 1 , 2024, (hereinafter the " Original Agreement") , for the provision of services for General Accounting and Financial Services ; and WHEREAS , the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows : 1 . In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of 6/30/2025 . 2 . Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: (See Exhibit A below) 3 . Article 3 , Section A is amended to reflect a maximum payable not-to-exceed amount of $ 35 ,000 (Thirty Five Thousand dollars) . 4 . Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control . IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto , as of the date first above written . ORANGEC9PNTY PROVIDER Travis Myren, County Manager Josh Haymond, Managing Partner Revised 01 /24 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name : VACO LLC Vendor Contact Person : Josh Ha iy pond Phone : 919-522-2492 Address : 2501 Blue Ridge Rd, Suite #400 City Raleig State : NC Zip : 27607 Department : Finance Amount: $ 35 ,000 Purpose : General Accounting and Financial Services and Payroll Audit Budget Code(s) : 10230020 -630000 Vendor # 67479 Vendor Status with NCSOS : Vendor is a BOCC consultant: ❑ Yes ® No Contract Details Contract Type : ❑ New ® Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 01 /22/2025 End Date 06/30/2025 Notice Date (Notice Purpose ) Award ® Approved by Board (Agenda Date : 11 / 19/2024) ; ❑ Made or Administered by Signature Author! ❑ BOCC Express Delegation (Agenda Date : Policy 9 .4 : ❑Under $5 ,000 ; ❑ Service Under $ 90,000 ; ❑ Construction Under $ 250 , 000 ❑ Budget Policy Section XV (Capital Improvement Project: ) BiddinIZ ❑ Informal Bidding ($ 30k-$90k) ; ❑ Formal RFP ($90k+) ; ❑ Other (<$30k) ; ❑ Exception(# ) Department Affirmation ® This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. ❑ This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed . Description of the nature of the emergency condition that was addressed : Department Director ' s Signature Date: Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications : Office of the Chief Information Officer Date : ❑ Inapplicable because no hardivare/sofhvare purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements : Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date : Legal Services This agreement is approved as to legal form and sufficiency : Office of the County Attorney Date : Clerk to the Board All Docusign contracts must be copied to the Cleric upon completion : occlerkdocs@orangecountync . gov The following signature block is for hard copies only and is not required for Docusign contracts : Received for record retention : Office of the Clerk to the Board Date : Revised 01 / 24 9 EXHIBIT A The Services to be rendered pursuant to this Agreement are as follows : 1 . Test Active Directory file versus MUNIS Payroll register as of November 30 , 2024 2 . Test Employee Deduction records for Federal and State withholdings (Finance MUNIS Walk-through) 3 . Identify Exceptions from procedure 2 for the period January 2023 through November 30 , 2024 4 . Review and test Paystubs from procedure 3 and identify any exceptions 5 . Review if changes from procedure 3 are supported by State NC-4 and Federal W4 forms (View Tyler Content Management) 6 . Review MUNIS Change Logs for compliance with Payroll policies and procedures (Finance Walk-through) 7 . Review Accumulators and W-2 from procedure 3 (Finance Walk-through) 8 . Review Tax Year-End files for 2023 and 2024 for consistency with procedure 5 (Finance Walk-through) 9 . Review W-3 submitted for 2023 and 2024 (Finance Walk-through) 10 . Review adequacy of system internal controls and update current Payroll Manual Revised O1 /24 AC'R® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 11 /25/2024 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 CONTACT Arthur J . Gallagher Risk Management Services , LLC NAME: PHONE FAx Creekside Crossing Arc o Ext : 615-244-8484 A/c No): 615-377-5101 8 Cadillac Drive , Suite 200 A DRIESS : Brentwood TN 37027 INSURERS AFFORDING COVERAGE NAIC # INSURER A : Travelers Casualty and Surety Company 19038 INSURED VACOLLC-01 INSURER B : Travelers Casualty and Surety Co of America 31194 Facility ID #03 Vaco LLC INSURER C : Ascot Insurance Company 23752 5501 Virginia Way, Suite 120 INSURERD : Phoenix Insurance Company 25623 Brentwood TN 37027 INSURERE : ACE American Insurance Company 22667 INSURER F : Travelers Casualty Insurance Co of America 19046 COVERAGES CERTIFICATE NUMBER: 1795623231 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 LIMITS LTR POLICYNUMBER MM/DD MMIDDIYYYY D X COMMERCIAL GENERAL LIABILITY Y Y 630-366M7304 9/15/2024 9/15/2025 EACH OCCURRENCE $ 1 ,000,000 DAMAGE TO S ( RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence) $ 1 ,000,000 X Contractual Liab MED EXP (Anyone person) $ 10,000 PERSONAL & ADV INJURY $ 1 ,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 JECT POLICY ❑ PRO ❑ LOC PRODUCTS - COMP/OP AGG $ 2,000,000 X OTHER: $ A AUTOMOBILE LIABILITY Y Y BA-5Y65820A 9/15/2024 9/15/2025 COMBINED SINGLE LIMIT $ 1 ,000,000 Ea accident X 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 comp/colideductible $ 1 ,000/$ 1 ,000 B X UMBRELLA LIAB X OCCUR Y Y CUP-5Y703794 9/15/2024 9/15/2025 EACH OCCURRENCE $ 253000,000 EXCESS LIAR 1-1 CLAIMS-MADE AGGREGATE $ 25,000,000 DED RETENTION $ $ E WORKERS COMPENSATION Y (25) 71834794 9/15/2024 9/15/2025 X PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE Fq OFFICER/MEMBEREXCLUE N / A E.L. EACH ACCIDENT $ 1 ,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 13000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1 ,0003000 F Primary Cyber/ Tech E&O ZPP-51N86155 9/15/2024 9/15/2025 Per Claim/Agg $51000,000 C Excess Cyber/ Tech E&O EOXS2410001905-02 9/15/2024 9/15/2025 Per Claim/ Agg $53000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule, maybe attached If more space is required) If required by written contract, Certificate Holder is included as additional insured on the General Liability Per Form Per form CG D2 46 04 19 per written contract; Automobile Liability per Per form CA T4 74 02 16 , Cyber/ Tech E&O per written contract per form CYB-16002 Ed . 06-20. The insurance provided in the General Liability Per form CG T1 00 02 19 , Automobile Liability per Per form CA T4 74 02 16 is primary and non contributing . Waiver of subrogation applies to certificate holder as respects Commercial General Liability-Per form CG T1 00 02 19 ; Property per form DX T1 00 11 12 , Workers Compensation per form WC 000313 ; Automobile-Per form CA T3 53 02 15 , Cyber/Tech E&O- per form CYB-16002 Ed . 06-20 . Umbrella Liability is follow form . Contractual Liability per written contract is included on General Liability. Business Interruption/ Income Insurance applies to the property policy per form IL T3 18 05 11 and cyber policy per form DX T4 17 . 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 , Orange County Government of North Carolina 405 Meadowlands Drive PO Box 8181 Hillsborough NC 27278 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Other Conditions continued from previous page, c . notify law enforcement, if such First Party Event violates law. 3 . Demands for payment of First Party Loss must be provided to the Insurer by the Insured Entity, 4. All notices and demands must be sent to the Insurer at an address shown in the Declarations . Other Insurance . 1 . The Breach Response and Business Loss Insuring Agreements are primary insurance . 2 . The Liability and Cyber Crime Insuring Agreements are excess over, and will not contribute with , any other valid and collectible insurance available to the Insured. This applies even if such other insurance is stated to be primary, excess, or otherwise , unless such other insurance states by specific reference that it is excess over this Coverage . Property Covered . Coverage under the Cyber Crime Insuring Agreements is limited to property : 1 . the Insured Entity: a. owns ; b . leases ; or co holds for others ; or 2 . for which the Insured Entity is legally liable , except property located inside premises of the Insured Entity 's client or such client 's financial institution . Recovery And 1 . The Insurer has no duty to recover amounts paid under this Coverage . Subrogation . 2 . Amounts recovered from a third party, less costs incurred in obtaining such recovery, will be applied in this order: a . to the Insurer for any Retention it paid on behalf of an Insured, b . to the Insured for Loss the Insurer did not pay because the applicable Limit was exhausted ; c. to the Insurer for Loss it paid ; do to the Insured for any Retention it paid ; and then e . to the Insured for any uncovered loss it paid . 3 . Recoveries do not include amounts from insurance or reinsurance . 4. The Insurer is subrogated to, and the Insured must transfer to the Insurer, all of the Insured 's rights of recovery against any person or organization for Loss the Insurer has paid under this Coverage . The Insured agrees to : a. execute and deliver instruments and papers ; b . do everything necessary to secure such rights ; and c. do nothing to impair or prejudice those rights . 5 . Subrogation will not apply if the Insured, prior to the date of a Wrongful Act or a First Party Event, waived its rights to recovery. 6 . Any of the Insured Entity 's property that the Insurer pays for becomes the Insurer's property. Related Claims , Multiple Claims arising out of the same Wrongful Act are a single Claim that is deemed first made on the date the earliest of such Claims is made, whether before or during the Policy Period. Representations , 1 . The Insurer has issued this coverage in reliance on the accuracy and completeness of the representations that the Insured made to the Insurer. 2 . If any such representation is untrue, and : a. was material to the acceptance of the risk; and b . is material to a covered Loss, then this coverage will not apply to such Loss with respect to : i . an Insured Person who knew ; or ii . an Insured Entity, if an Executive Officer knew, that such representation was untrue on the Inception date shown in the Declarations . CYB - 16002 Ed . 06 -20 Page 21 of 22 © 2020 The Travelers Indemnity Company . All rights reserved . COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ( Includes Products - Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS ( 1 ) Any " bodily injury" , " property damage" or The following is added to SECTION If — WHO IS AN " personal injury " arising out of the providing , INSURED : or failure to provide , any professional Any person or organization that you agree in a architectural , engineering or surveying written contract or agreement to include as an services , including : additional insured on this Coverage Part is an (a) The preparing , approving , or failing to insured , but only : prepare or approve , maps , shop a . With respect to liability for " bodily injury " or drawings , opinions , reports , surveys , " property damage" that occurs , or for " personal field orders or change orders , or the injury" caused by an offense that is committed , preparing , approving , or failing to subsequent to the signing of that contract or prepare or approve , drawings and agreement and while that part of the contract or specifications ; and agreement is in effect; and (b) Supervisory , inspection , architectural or b. If, and only to the extent that, such injury or engineering activities . damage is caused by acts or omissions of you or your subcontractor in the performance of "your (2) Any " bodily injury" or "property damage" work" to which the written contract or agreement caused by " your work" and included in the applies . Such person or organization does not " products-completed operations hazard " qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization . coverage for that additional insured during The insurance provided to such additional insured is the policy period . subject to the following provisions : c. The additional insured must comply with the a . If the Limits of Insurance of this Coverage Part following duties : shown in the Declarations exceed the minimum limits required by the written contract or (1 ) Give us written notice as soon as practicable agreement, the insurance provided to the of an " occurrence" or an offense which may additional insured will be limited to such result in a claim . To the extent possible , such minimum required limits . For the purposes of notice should include : determining whether this limitation applies , the (a) How, when and where the " occurrence" minimum limits required by the written contract or or offense took place ; agreement will be considered to include the minimum limits of any Umbrella or Excess ( b) The names and addresses of any injured liability coverage required for the additional persons and witnesses ; and insured by that written contract or agreement. (c) The nature and location of any injury or This provision will not increase the limits of insurance described in Section III — Limits Of damage arising out of the " occurrence" Insurance , or offense . b. The insurance provided to such additional (2) If a claim is made or " suit" is brought against insured does not apply to : the additional insured : CIS D2 46 04 19 © 2018 The Travelers Indemnity Company. All rights reserved . Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the (4) Tender the defense and indemnity of any claim or " suit" and the date received ; and claim or " suit" to any provider of other ( b) Notify us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the insured for a loss we cover . However, this claim or " suit" as soon as practicable . condition does not affect whether the 3) Immediately send us copies of all legal insurance provided to such additional ( y p g insured is primary to other insurance papers received in connection with the claim available to such additional insured which or " suit" , cooperate with us in the covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4. , defense against the " suit" , and otherwise Other Insurance , of Section IV — Commercial comply with all policy conditions . General Liability Conditions . Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved . CG D2 46 04 19 COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii ) That is insurance for " premises If valid and collectible other insurance is available to damage" ; the insured for a loss we cover under Coverages A (iii ) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a . and b. below. "autos " or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance , or the funding of Coverage Part that applies to losses , that is provided by, through or on behalf of: aircraft, " autos " or watercraft; ( 1 ) Another insurance company; (iv) That is insurance available to a premises owner, manager or ( ii ) Us or any of our affiliated insurance companies , lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph 5 . of Who Is An Insured , except when Section III — Limits Of Insurance or the Non Paragraph d . below applies ; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5 . of Amendment — Non Cumulation Of Each Section 11 — Who Is An Insured , Occurrence Limit Of Liability And Non except when Paragraph d . below Cumulation Of Personal And Advertising Injury applies . Limit endorsement is included in this policy; (b) Any of the other insurance, whether ( iii ) Any risk retention group; or primary, excess , contingent or on any ( iv) Any self-insurance method or program , in other basis , that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance , additional insured , or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess , we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any " suit" if any other insurer has a duty to defend the insurer means a provider of other insurance . As insured against that " suit" . If no other used in Paragraph c . below, insurer means a insurer defends , we will undertake to do so, provider of insurance. but we will be entitled to the insured 's rights a . Primary Insurance against all those other insurers . This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies . If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss , if any, that exceeds the any of the other insurance is also primary. sum of: Then , we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c . below, insurance would pay for the loss in the except when Paragraph d . below applies . absence of this insurance; and b . Excess Insurance ( b) The total of all deductible and self- insured amounts under all that other ( 1 ) This insurance is excess over : insurance . (a) Any of the other insurance, whether (4) We will share the remaining loss , if any, primary, excess , contingent or on any with any other insurance that is not other basis : described in this Excess Insurance provision and was not bought specifically to (i ) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder' s Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for "your work" ; Part. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved . Pagel 5 of 21 Includes copyrighted material of Insurance Services Office, Inc . with its permission. COMMERCIAL GENERAL LIABILITY are in excess of the applicable limit of 5 . Premium Audit insurance . An agreed settlement means a a . We will compute all premiums for this settlement and release of liability signed by Coverage Part in accordance with our rules us , the insured and the claimant or the and rates . claimant' s legal representative . 4. Other Insurance b . Premium shown in this Coverage Part as advance premium is a deposit premium only . If valid and collectible other insurance is At the close of each audit period we will available to the insured for a loss we cover compute the earned premium for that period under this Coverage Part, our obligations are and send notice to the first Named Insured . limited as described in Paragraphs a . and b. The due date for audit and retrospective below. premiums is the date shown as the due date As used anywhere in this Coverage Part, on the bill . If the sum of the advance and other insurance means insurance , or the audit premiums paid for the policy period is funding of losses , that is provided by, through greater than the earned premium , we will or on behalf of: return the excess to the first Named Insured . ( 1) Another insurance company; c . The first Named Insured must keep records of ( ii ) Us or any of our affiliated insurance the information we need for premium companies ; computation , and send us copies at such ( iii) Any risk retention group ; or times as we may request . ( iv) Any self-insurance method or program , in 6 . Representations which case the insured will be deemed to By accepting this policy , you agree : be the provider of other insurance . a . The statements in the Declarations are Other insurance does not include umbrella insurance , or excess insurance, that was accurate and complete ; bought specifically to apply in excess of the b . Those statements are based upon Limits of Insurance shown in the representations you made to us ; and Declarations . c. We have issued this policy in reliance upon As used anywhere in this Coverage Part, your representations . other insurer means a provider of other The unintentional omission of, or unintentional insurance . As used in Paragraph be below, error in , any information provided by you which insurer means a provider of insurance . we relied upon in issuing this policy will not a . Primary Insurance prejudice your rights under this insurance. This insurance is primary . If any of the However, this provision does not affect our right other insurance is also primary , we will to collect additional premium or to exercise our share with all that other insurance by the rights of cancellation or renewal in accordance method described in Paragraph be below. with applicable insurance laws or regulations . b . Method Of Sharing 7 . Separation Of Insureds If all of the other insurance permits Except with respect to the Limits of Insurance, contribution by equal shares , we will and any rights or duties specifically assigned in follow this method also. Under this this Coverage Part to the first Named Insured , approach each insurer contributes equal amounts until it has paid its applicable this insurance applies : limit of insurance or none of the loss a . As if each Named Insured were the only remains , whichever comes first. Named Insured ; and If any of the other insurance does not b . Separately to each insured against whom permit contribution by equal shares , we claim is made or " suit" is brought . will contribute by limits . Under this g . Transfer Of Rights Of Recovery Against method , each insurer' s share is based on Others To Us the ratio of its applicable limit of insurance to the total applicable limits of insurance If the insured has rights to recover all or part of of all insurers . any payment we have made under this Coverage Page 6 of 9 © 2016 The Travelers Indemnity Company. All rights reserved . CG T1 01 01 16 Includes copyrighted material of Insurance Services Office, Inc. with its permission . COMMERCIAL GENERAL LIABILITY Part, those rights are transferred to us . The 4. A Supplemental Extended Reporting Period is insured must do nothing after loss to impair them . available , but only by an endorsement and for an At our request, the insured will bring " suit" or extra charge . This supplemental period starts with transfer those rights to us and help us enforce the end of the policy period and lasts for three them . years or an unlimited period of time , as set forth 9 . When We Do Not Renew in the Supplemental Extended Reporting Period Endorsement. This supplemental period replaces If we decide not to renew this Coverage Part, we the Basic Extended Reporting Period . will mail or deliver to the first Named Insured shown in the Declarations written notice of the This Supplemental Extended Reporting Period nonrenewal not less than 30 days before the will not go into effect unless we receive all of the expiration date . following within 90 days after the end of the policy period and you have fulfilled all other duties , and If notice is mailed , proof of mailing will be complied with all other conditions and sufficient proof of notice. requirements , under this policy : 10 . Cancellation , Nonrenewal And Renewal a . A written request from you to purchase the Conditions Applicable To Commercial General Supplemental Extended Reporting Period ; Liability Coverage Part b . Full payment of the earned premium for this All conditions relating to cancellation , nonrenewal policy; or renewal that are included in any endorsement applicable to the Commercial General Liability c . Payment of the additional premium for the Coverage Part attached to this policy also apply Supplemental Extended Reporting Period to this Coverage Part . Endorsement; and SECTION VI — EXTENDED REPORTING PERIODS d . Repayment of any deductible you owe us 1 . We will provide one or more Extended Reporting under this Coverage Part . Periods , as described below, if: We will determine the additional premium for that a . This Coverage Part is cancelled or not endorsement in accordance with our rules and renewed for any reason ; or rates . The additional premium for the Supplemental Extended Reporting Period b . We renew or replace this Coverage Part with Endorsement will not exceed 200% of the annual insurance that has a Retroactive Date later premium for this policy . than the date shown in the Declarations . This endorsement will set forth the terms , not 2 . The Extended Reporting Periods do not extend inconsistent with this Section VI — Extended the policy period or change the scope of coverage Reporting Periods , applicable to the provided . They only apply to claims or " suits " for p g pp Supplemental Extended Reporting Period , loss caused by a negligent act, error or omission including a provision to the effect that the committed on or after the Retroactive Date shown insurance afforded for claims or " suits" first made in the Declarations and before the end of the policy period . or brought against any insured during such period is excess over any valid and collectible other Once in effect, Extended Reporting Periods may insurance available under insurance in force after not be canceled . the Supplemental Extended Reporting Period 3 . A Basic Extended Reporting Period is starts . automatically provided without additional charge . The Supplemental Extended Reporting Period This period starts with the end of the policy period does not reinstate or increase the limits of and lasts for 90 days . insurance . The Basic Extended Reporting Period does not SECTION VII — DEFINITIONS apply to claims or " suits" for loss covered under subsequent insurance you purchase, or that 1 . "Administration" means : would be covered under such insurance but for a . Providing information to " employees" , the exhaustion of its applicable limit of insurance . including their dependents and beneficiaries , The Basic Extended Reporting Period does not with respect to eligibility for or scope of the reinstate or increase the limits of insurance . "employee benefit program'; CG Tel 01 01 16 © 2016 The Travelers Indemnity Company. All rights reserved . Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc. with its permission . UMBRELLA EXCESS FOLLOW - FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, INPART , PROVIDES FOLLOW- FORM LIABILITY COVERAGE . COVERAGE WILL APPLY ON A CLAIMS - MADE BASIS WHEN FOLLOWING CLAIMS -MADE UNDERLYING INSURANCE . COVERAGE WILL APPLY ON A DEFENSE -WITHIN - LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN , AND NOT IN ADDITION TO , THE LIMITS OF INSURANCE . WHEN FOLLOWING SUCH UNDERLYING INSURANCE , PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE , AND MAY EXHAUST , THE LIMITS OF INSURANCE OF THIS POLICY . PLEASE READ THE ENTIRE POLICY CAREFULLY . Various provisions in this policy restrict coverage . Read the entire policy carefully to determine rights , duties and what is and is not covered . Throughout this policy, the words "you " and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy . The words "we" , " us" and " our" refer to the company providing this insurance . The word " insured " means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED . Other words and phrases that appear in quotation marks have special meaning . Refer to SECTION VI — DEFINITIONS . SECTION I — COVERAGES provisions to the contrary contained in this insurance . A. COVERAGE A — EXCESS FOLLOW- FORM LIABILITY 3 . The amount we will pay for damages is limited as described in SECTION III — LIMITS OF 1 . We will pay on behalf of the insured those INSURANCE . sums , in excess of the "applicable underlying limit" , that the insured becomes legally 4. For the purposes of Paragraph 1 . above : obligated to pay as damages to which a . The applicable limit of insurance stated Coverage A of this insurance applies , provided for the policies of " underlying insurance" that the " underlying insurance" would apply to in the Schedule Of Underlying Insurance such damages but for the exhaustion of its will be considered to be reduced or applicable limits of insurance . If a sublimit is exhausted only by the following specified in any " underlying insurance " , payments : Coverage A of this insurance applies to ( 1 ) Payments of judgments or damages that are in excess of that sublimit only settlements for damages that are if such sublimit is shown for that " underlying covered by that " underlying insurance " in the Schedule Of Underlying insurance" . However, if such Insurance . " underlying insurance" has a policy period which differs from the policy 2 . Coverage A of this insurance is subject to the period of this Excess Follow- Form same terms , conditions , agreements , And Umbrella Liability Insurance , any exclusions and definitions as the " underlying such payments for damages that insurance" , except with respect to any would not be covered by this Excess Follow- Form And Umbrella Liability EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved . Page 1 of 22 Workers ' Compensation and Employers ' Liability Policy Named Insured Endorsement Number VCO PARENT, LLC 5501 VIRGINIA WAY Policy Number SUITE 120 Symbol : RWC Number: (25)7183-47-94 Policy Period Effective Date of Endorsement 09- 15-2024 TO 09- 15-2025 09- 15-2024 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule . This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us . This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule . Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT , PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS . For the states of CA, UT , TX, refer to state specific endorsements . This endorsement is not applicable in KY , NH , and NJ . The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications . According to Section 287 . 150 (6 ) of the Missouri statutes , a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications . For Kansas , use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act( K . S . A . . 1 & 1801 through 1 & 1807 and any amendments thereto ) and the Kansas Fairness in Public Construction Contract Act( K . S . A 1 & 1901 through 16 - 1908 and any amendments thereto ) . According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that , subject to the Acts , a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap- up insurance program . 5:5 Authorized Agent WC 00 03 13 ( 11 /05) © Copyright 1983-2017 National Council on Compensation Insurance , Inc. All Rights Reserved . COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY . BLANKET ADDITIONAL INSURED ® PRIMARY AND NON - CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM PROVISIONS 2 . The following is added to Paragraph B . 5 . , Other 1 . The following is added to Paragraph A. 1 . c. , Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured , of SECTION II — COVERED CONDITIONS : AUTOS LIABILITY COVERAGE : Regardless of the provisions of paragraph a . and This includes any person or organization who you paragraph d . of this part 5 . Other Insurance , this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization , that is signed by you before the additional insured person or organization is the " bodily injury" or " property damage " occurs and first named insured when the written contract or that is in effect during the policy period , to name agreement between you and that person or as an additional insured for Covered Autos organization , that is signed by you before the Liability Coverage , but only for damages to which " bodily injury" or " property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period , requires that person ' s or organization ' s liability for the this insurance to be primary and non -contributory . conduct of another " insured " . CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office , Inc. with its permission . COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto" . compulsory insurance in any such coup - This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered " auto " . local law . Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage . this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B . 3 . , Exclu - had you complied with the compulsory in - sions , of SECTION III — PHYSICAL DAMAGE surance requirements . COVERAGE : (d ) It is understood that we are not an admit- Exclusion 3 . a . does not apply to " loss " to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in - United States of America , its territories flate due to a cause other than a cause of " loss " and possessions , Puerto Rico and Can- set forth in Paragraphs A. 1 . b . and A. 1 . c. , but ada . We assume no responsibility for the only: furnishing of certificates of insurance , or a . If that " auto " is a covered "auto " for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance . b. The airbags are not covered under any war- e . WAIVER OF DEDUCTIBLE — GLASS ranty; and The following is added to Paragraph D . , Deducti - c . The airbags were not intentionally inflated . ble , of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $ 1 , 000 for any COVERAGE : one " loss " . No deductible for a covered " auto " will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced . The following is added to Paragraph A. 2 . a . , of H . HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV — BUSINESS AUTO CONDITIONS : USE — INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or " loss " ap- graph A. 4. b. , Loss Of Use Expenses , of SEC- plies only when the " accident" or " loss " is known TION III — PHYSICAL DAMAGE COVERAGE : to : However, the most we will pay for any expenses (a) You ( if you are an individual ) ; for loss of use is $ 65 per day , to a maximum of (b) A partner (if you are a partnership) ; $ 750 for any one " accident" . (c) A member ( if you are a limited liability com - l . PHYSICAL DAMAGE — TRANSPORTATION pany) ; EXPENSES — INCREASED LIMIT (d ) An executive officer, director or insurance The following replaces the first sentence in Para- manager ( if you are a corporation or other or- graph A. 4. a . , Transportation Expenses , of ganization) ; or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE : tice of the "accident" or " loss " . We will pay up to $50 per day to a maximum of M . BLANKET WAIVER OF SUBROGATION $ 1 , 500 for temporary transportation expense in- The following replaces Paragraph A. 5 . , Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us , ered "auto" of the private passenger type . of SECTION IV — BUSINESS AUTO CONDI - J . PERSONAL PROPERTY TIONS : The following is added to Paragraph A . 4. , Cover- S . Transfer Of Rights Of Recovery Against age Extensions , of SECTION . III — PHYSICAL Others To Us DAMAGE COVERAGE : We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for " loss" to wearing ap- signed and executed prior to any " accident" parel and other personal property which is : or " loss " , provided that the " accident" or " loss" ( 1 ) Owned by an " insured" ; and arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved . Page 3 of 4 Includes copyrighted material of Insurance Services Office , Inc. with its permission . COMMERCIAL AUTO such contract . The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in , any information given by you shall not contract . prejudice your rights under this insurance . How- N . UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B . 2 . , Con- lect additional premium or exercise our right of cealment, Misrepresentation , Or Fraud , of cancellation or non - renewal . SECTION IV — BUSINESS AUTO CONDITIONS : Page 4 of 4 © 2015 The Travelers Indemnity Compa ny. All rights reserved . CA T3 53 02 95 Includes copyrighted material of Insurance Services Office , Inc. with its permission . C H U B B r.> CHUBB GROUP CENTRALIZED OPERATIONS 1 BEAVER VALLEY ROAD WILMINGTON , DE 19803 CHUBB GROUP 840 CRESCENT CENTRE DRIVE NAS SUITE 520 FRANKLIN , TN 37067 OFFICE 61760 273602 NAS 20240927 SO .TYP (25 )718347-94 BEGINNING OF POLICY OFFICE 61760 273602 NAS 20240927 SO .TYP ( 25)718347-94 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number VCO PARENT, LLC 5501 VIRGINIA WAY Policy Number SUITE 120 Symbol : RWC Number: (25 )718347-94 Policy Period Effective Date of Endorsement 09- 15-2024 TO 09- 15-2025 09- 15-2024 Issued By ( Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . POLICY INFORMATION PAGE ENDORSEMENT The following item ( s ) 1 . ❑ insured's Name 11 . ❑ Item 3 . 6 . Limits 2 . ❑ Policy Number 12 . ❑ Item 3 . C , States 3 . ❑ Effective Date 13 . ❑X Item 3 . D . Endorsement Numbers 4 . ❑ Expiration Date 14 . ❑ Item 4 . *Class , Rate , Other 5 . ❑ insured 's Mailing Address 15 . ❑ Interim Adjustment of Premium 6 . ❑ Experience Modification 16 . ❑ Carrier Servicing Office 7 . ❑ Producer's Name 17 . ❑ Interstate/Intrastate Risk ID Number 8 . ❑ Change in Workplace (s ) of Insured 18 . ❑ Carrier Number 9 . ❑ Insured 's Legal Status 19 . ❑ Issuing Agency/Producer Office Address 10 . ❑ Item 3 . A . States is changed to read : THE FOLLOWING ENDORSEMENT ( S ) HAVE BEEN ADDED / REVISED TO THE POLICY : WC 000301A ALTERNATE EMPLOYER ENDORSEMENT THE FOLLOWING ENDORSEMENT ( S ) HAVE BEEN DELETED FROM THE POLICY : WC 190602 MD MARYLAND NOTIFICATION OF 45 - DAY UNDERWRITING PERIOD ENDORSEMENT Authorized Representative WC 99 06 OOB (08/ 14 ) © Includes copyright material of the National Council on Compensation CKE- 1 U76A Insurance , Inc. used with its permission . Page 1 of 1 09-27-2024 NAS UNDERWRITER COPY Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number VCO PARENT, LLC 5501 VIRGINIA WAY Policy Number SUITE 120 Symbol : RWC Number: (25)7183-47-94 Policy Period Effective Date of Endorsement 09- 15-2024 TO 09- 15-2025 09- 15-2024 Issued By ( Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . ALTERNATE EMPLOYER ENDORSEMENT This endorsement applies only with respect to bodily injury to your employees while in the course of special or temporary employment by the alternate employer in the state named in Item 2 of the Schedule . Part One (Workers Compensation Insurance) and Part Two ( Employers Liability Insurance ) will apply as though the alternate employer is insured . If an entry is shown in Item 3 of the Schedule the insurance afforded by this endorsement applies only to work you perform under the contract or at the project named in the Schedule . Under Part One (Workers Compensation Insurance ) we will reimburse the alternate employer for the benefits required by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them . The insurance afforded by this endorsement is not intended to satisfy the alternate employer's duty to secure its obligations under the workers compensation law . We will not file evidence of this insurance on behalf of the alternate employer with any government agency. We will not ask any other insurer of the alternate employer to share with us a loss covered by this endorsement . Premium will be charged for your employees while in the course of special or temporary employment by the alternate employer. The policy may be canceled according to its terms without sending notice to the alternate employer. Part Four (Your Duties If Injury Occurs ) applies to you and the alternate employer. The alternate employer will recognize our right to defend under Parts One and Two and our right to inspect under Part Six . Schedule 1 . Alternate Employer Address 2 . State of Special or Temporary Employment 3 . Contract or Project ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO ADD AS AN ALTERNATE EMPLOYER IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS , EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW . This endorsement is not applicable in the states of AK , HI , MI , OK and TX . WC 00 03 01A (Ed . 2-89) © Copyright 1984 , 1988 National Council on Compensation Insurance , Inc . All Rights Reserved . Authorized Representative WC 00 03 01A ( Ed . Mg) © Copyright 1984 , 1988 National Council on Compensation Insurance , Inc. All Rights Reserved .