Loading...
HomeMy WebLinkAboutA8385 - BUXTON COMPANY 1 04 4 Amendment Dated January 15, 2020 Retail, Recruitment & Mobile Visitor Insight Solution BU7x ton® Prepared by Cheyenne Robinson Expiration Date: January 31, 2020 Page 2 of 4 January 15,2020 City of Palm Springs, California 3200 Tahquitz Canyon Way Palm Springs, CA 92262 We appreciate the opportunity to present this amendment to City of Palm Springs, California ("Palm Springs").This amendment is attached to and made part of the Retail Recruitment and Mobile Visitor Insight agreement between Buxton and Palm Springs, dated October 15, 2019 ("Agreement").The purpose of this amendment is to alter the profile definitions and the corresponding deliverables outlined in the Agreement. In the event of any inconsistency between the Agreement and this amendment, this amendment controls the changes outlined below. Amended Methodology for Mobile Analysis • You will have insights into more than 7,500 categories of lifestyles, purchase behaviors, and media reading and viewing habits of your residents and visitors. Using the custom geofences previously developed and deployed to SCOUT following the execution of the Agreement, Buxton will develop thirteen (13) unique resident and visitor profiles for your solution: o Residential Profile: Buxton will analyze all the households in your drive-time trade area. o Overall Visitor Profile: Buxton will analyze data from mobile devices for a recent two (2) year period where the device holder's originating address is located outside of your city limits (domestic addresses only). Buxton will combine this mobile dataset with our other household-level data,which provides Buxton with a way to develop an accurate consumer profile of the visitors to your community. o Combined Total Community Consumer Profile: Buxton will combine your residential and overall visitor profiles to develop your overall consumer profile. o Six(6) Visitor Attraction Profiles: 1. Daytime Downtown Visitors (8:00 a.m.-7:59 p.m. PT) 2. Nightlife Downtown Visitors (8:00 p.m.-2:00 a.m. PT) 3. Palm Springs Visitors that frequent outdoor recreational activities 4. Overnight guests to Palm Springs 5. Coachella Valley overnight visitors who also visited Palm Springs (and are not part of the residential or workforce bases for either Palm Springs or the Coachella Valley area) 6. LGBTQ households (locals and visitors) frequenting LGBTQ establishments o Four(4) Visitor Event Profiles: 1. Coachella Music Festival (Empire Polo Club, Indio, CA),which will be based on data from the following dates: • 2018: April 13- 15 • 2018: AprH 20=22 • 2019: April 10- 12 • 2019: April 19-21 2. BNP Paribas Open (Tennis Gardens, Indian Wells, CA),which will be based on data from the following dates: • 2018: March 5- 18 • 2019: March 4- 17 (If the data permits, the event visitor profiles for Coachella and BNP Paribas Open will be based on those captured at the event and in Palm Springs, CA. 2651 South Polaris Drive I Fort Worth, TX 76137 1 1-888-2BUXTON 1 www.buxtonco.com K�s/�oo Page 3 of 4 If the data does not permit, then profiles will be all households that do not live or work in Palm Springs that visit the event.) 3. Villagefest (Downtown Palm Springs, CA),which will be based on data from the following dates: • Every Thursday 6 p.m.- 10 p.m. Pacific starting August 3, 2017 through October 3, 2019 4. Festival of Lights Parade (Downtown Palm Springs, CA), which will be based on data from the following dates: • 2017: December 2 • 2018: December 1 (If the data does not permit a quality profile for Village Fest and the Festival of Lights Parade, Buxton will try combining the two events into one profile.) • Buxton will compare all the visitor profiles (overall, attractions, and events) to highlight similarities and differences in the Mosaic segment composition of each visitor type.We will also compare the percentage overlap in overall visitors between each possible pairing of attractions. Amended Deliverables for Mobile Analysis • PowerPoint summaries with supporting Excel files o Residential and combined community consumer profile summary o Overall visitor profile summary and origins by CBSA o Four (4) event visitor profiles with summary and origins by CBSA o Six (6) attraction visitor profiles with summary and origins by CBSA o Key characteristics that define likely visitors o Likely media preferences, purchasing preferences, and lifestyle of visitors o Profile comparison of those visiting the city, specific areas or attending events o Cross-visitation analysis for the six (6) defined attractions o Unique device ID counts and percentages by Mosaic segment for each visitor attraction or event analyzed • Event drive time trade area maps deployed to SCOUT • Thematic maps in SCOUT showing the top visitor ZIP codes and top overnight visitor ZIP codes Timeline • The profiles and related analysis will be complete 35 business days from execution of this amendment. Fees No additional fees apply. The parties hereby agree to and accept the terms of this amendment as of the date written below. Buxton Company City of Palm Springs, California By: B �✓ Name: David Glover Name: Title: Chief Financial Officer Title: dt Date: Date: APPROVED AS TO FORM APPROVED BY CITY COUNCIL C Clerk \M39S 56 2651 SouthOaz 5137 1-888-28UXTON www.buxtonco.com Lt /,L�11 CITY A ORNEY Page 3 of 4 If the data does not permit, then profiles will be all households that do not live or work in Palm Springs that visit the event.) 3. Villogefest (Downtown Palm Springs, CA),which will be based on dot a from the following dates: • Every Thursday 6 p.m.- 10 p.m. Pacific starting August 3, 2017 through October 3. 2019 4. Festival of Lights Porade (Downtown Palm Springs. CA),which will be based on data from the following dates: • 2017: December 2 • 2018: December I (It the data does not permit o quality profile for village Fest and the Festival of Lights Parade, Buxton will try combining the two events into one profile.) Buxton will compare oil the visitor profiles (overall, attractions, and events) to highlight similorities and differences in the Mosaic segment composition of each visitor type. We will also compare the percentage overlap in overall visitors between each possible pairing of attractions. Amended Deliverables for Mobile Analysis • PowerPoint summaries with supporting Excel files Residential and combined community consumer profile summary Overall visitor profile summary and origins by CBSA o. Four (4) event visitor profiles with summary and origins by CBSA o Six (6) attraction visitor profiles with summary and origins by CBSA Key characteristics that define likely visitors e Likely media preferences, purchasing preferences, and lifestyle of visitors o Profile comparison of those visiting the city, specific areas or attending events • Cross-visitolion analysis for the six (6) defined attractions • Unique device ID counts and percentages by Mosaic segment for each visitor attraction or event analyzed • Event drive time trade area maps deployed to SCOUT • Thematic maps in SCOUT showing the top visitor ZIP codes and top overnight visitor ZIP codes Timeline • The profiles and related analysis will be complete 35 business days from execution of this amendment. Fees • No additional fees apply. The parties hereby agree to and accept the terms of this amendment as of the dole written below. Buxton Company City of Palm Springs, California l By. 8 — 1 Name: David Glover Name: . Title: Chief Financial Officer Title:2_ � Date: 3/6/2020 Date APPROVED AS TO FORM APPROVW BY CrlY COUNCIL C Clerk ?L\M385 56 CPL1 ff RT 2651 Soulh 6137 1 1-888-2BUX10N I www.buxlonco.com Kt/aloi Yy1� C TY A ORNEY • Page 4 of 4 Appendix A: Optional Recommended Solutions (Separately Scoped) • Prospect names, email lists, and/or banner ads Buxton can provide you with prospect names, addresses, email addresses and/or targeted digital banner ad impressions for prospective visitors in any market who have the some household characteristics as your core visitors. Fees below are listed as CPM": Single-Use Multi-Use Email Address Digital Banner Email Campaign New 8 of Records Name 8 Address Name is Address III Appends 121 Ads 131 Deployment 141 Movers 100.000-250.000 90 150 )Display Ads) 250.001-500.000 80 130 $300 $30 CPM/impression 500.001-750.000 70 115 $30 CPM $100 750,001-1.000.000 60 100 (video Ads) >1.000.000 50 85 250 $50 CPM/Impression 'CPM-Cast Per lhousond:Minimum order commitment of$5.000 over a 6-month period required. Records will be provided within len(10)days and email addresses within shiny(30)days of request to Buxton. I I I Available for use in compoigm for one(1)year from execution of contract. 121 Minimum order quantity equal to$2,500 per order for email address appends. 13)Available for use in digital campaigns for one(1)year from execution of contract.Minimum order quantity of$2.500 per campaign. 141 Available for use in email campaigns Ior.one(I)year from execution of contract.Minimum order quantity of$2500 per campaign. Digital marketing conversion rates are typically better when we drive prospects to marketing materials tailored to their location or visitor group.Within one campaign,setup fees may apply if more than five (5) distinct segments (e.g. creative materials/landing pages, subject lines, locations,visitor groups,etc.) are included in an email campaign or eight (8) distinct segments in a banner ad campaign (setup fee not to exceed $100 per segment). 2651 South Polaris Drive i Fort Worth,TX 76137 1 1-888-2BUXTON i www.buxtonco.com Lts/abo XCONTRACT SERVICES AGREEMENT (Buxton Company) THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on S ` 1,2019, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Buxton, a Texas Corporation, ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the"Parties". RECITALS A. City requires the services of a consumer analytics expert, for analysis of the community's retail and visitor demographics and purchasing preferences, ("Project"). B. Contractor has submitted to City a proposal to provide Retail Recruitment and Mobile Visitor Insights, and Event Profiles,to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide Consumer Analytics and Retail Analysis services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 1 Revised:1/31/18 720599.1 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed$50,000. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work,when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made,this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 2 Revised:1/31/18 720599.1 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve (12) months, commencing on October 15, 2019, and ending on October 14, 2020, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement,with or without cause, upon thirty(30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work: Lisa Hill, Vice President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, 3 Revised:1/31/1 S 720599.1 were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees.shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required, except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Lisa Hill Vice President Brian Demers Senior Analyst Janelle Guinn Project Manager Cheyenne Robinson Account Manager 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, 4 Revised:1/31/18 720599.1 and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8,then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party"; collectively"Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively"Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non- design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable 5 Revised:1/31/18 720599.1 times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents,papers,employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 6 Revised:1/31/18 720599.1 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIIVIINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e.,place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth 7 Revised:1131/18 720599.1 below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Buxton Company Attention: CFO 2651 South Polaris Drive Fort Worth, TX 76137 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise,upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Parry acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 8 Revised:1/31/18 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: David H.Ready,Ph City Manager APPROVED AS TO FO": ATT B By: 9eff al roger t ony Mejia City Attorney City Clerk "CONTRACTOR" Date: By: Tom Buxton (Name) Pres' 4a-t-& (Sige) Date: David Glover (Name) Chief Financial Officer (T� �W- I iittle)' /� aJ *P-- (Signature) APPROVF.D Ff CITY COUNCIL Z°1 7 9 Revised:1/31/18 720599.1 CAUFORNM ALL4MRPM ACKNMLEDGMENi CIVIL CODE§1189 ^'Qf AS R`.f`X`I AN 4� g%zx A notary pulik or ottm d5m cornpla ft this canlitato vanlies only the identity of the Mwiduat 1"sued ttte docnmtemto wtfldi db cwffmm h attached,and not thet utfidness.samuscy.orvatftofdwdDmmaent state � S Countwnf On o before me. 4 iy Here Insert and 7We of doer pensonity appeared U �J Nan*h)off) who prayed to me or the basis of satisfactory evidence to be She pomon(s)whose name(S)Ware subscribed to the vdDin inshumerd and admowledged to me that hafsheMsy executed the same in hiaMw airs diarizedcspaci%fh3z).andthatbyhisYherAheirsegnshure(s)antheinshumentttreperson(s). orthe entity upon behalf of which tha'perzon(s)acted,executed the instrument `�\\\\\II I I I ' 1 cerCdy under PENALTY OF PERJURY under the laws �� 7 ,A.F� �I�� of the State of CaMomis the foregoing t�0� y7 i iS true and correct WITNESS isI seal. y g e 03 6- ```��� Signature ofNofaryPubfic �,/////11111 � Place Notary Seat Above OP77OAIAL Though dm mx*dm is cptyon a L comptem ffm Wbanalon can defer sFtwafion of Etas document or f,Ywuldenf zoaffadnrard of this forma to an unintended document Description of Attached Dorxanent Trile or Type of Docrrtanart: Occurred Dates Number of Pages: Signer(S)Other Than hWned Abate OapociKi-)Clamed by Sigrer(a) Signer's Naffne: SignePs Name: ❑Catpanstte Officer—Mao* ❑Caparate O96cer—Tale(s$ ❑Partner— ❑t killed ❑General ❑Partner— ❑Liuuted ❑General ❑Individual ❑Attorney in Fact ❑Indivistusl ❑Attorney in Fad ❑Trrstae ❑Guardian or Crxaervaator ❑Trustee ❑Gusndan or Cors®tvator ❑Other_ ❑Other Signer IS RopreomEng: Signer Is Representing: 02014 Nst and NotwyAaso6mlian-wwwAs5nnsNotmy erg-9-800-US NOTARY(143D04}78-6M7) Item 115907 10 Revised:1/31/18 720599.1 EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 Revised:1/31/18 720599.1 A Rob 0 LU 'MM Z f� s 'Aft 4t4�,o'. t � s, Of AMIA UU FD / Q `} / r s, 70 O ' cu Page 2 of 10 OUR VALUE PROPOSITION Since our founding in 1994, Buxton has been a leading force in retail site selection and development. We are recognized for creating solutions that provide results.Buxton began as a service to help retailers make informed site selection decisions by understanding their customers and precisely determining their markets.Buxton soon realized that the company's expertise in retail site and market analysis could also be leveraged to benefit communities desiring retail expansion. BUX'T®N'S AWARDS & HONORS RETAIL �, �} qI EYEntrepreneur ! Fr,r nT,o>: 1 Of The Year' r.... i Named to"The Fist of People Most Innovative Customer Service Shaping^Retail sFuture' Company o'the Year #2 on the Fast 50 Department ofthe Year More than simply providing data,Buxton supplies custom marketing materials and strategies targeting the unique site requirements of retailers, developers, and commercial real estate brokers. Buxton clients achieve outstanding success using our tools for retail identification, selection, and recruitment. Clients benefit from Buxton's unique understanding of site selection from the retailer's point of view. • Grow Your Community.Create new,permanent jobs that will satisfy your citizens' desire to shop at home;retain dollars currently spent outside of your community and maximize revenue growth to fund city services • Leverage Buxton's Retail Industry Expertise. Establish credibility with decision makers by providing factual evidence to support your site and gain a competitive position by leveraging our experience: • 4,000+total clients from the retail,restaurant,healthcare, and public sector industries • 800+public sector clients nationwide • 40+million square feet of retail space recruited • 500+cumulative years of retail management and economic development experience • Access Your Buxton Solution with Ease.Utilize your best-in-class retail recruitment solution via SCOUTTM with the touch of a button from any mobile device; gain answers to your retail recruitment and site analysis questions and have the big picture in the palm of your hand • Develop a Long-Term Partnership. Receive personal guidance and ongoing insight into key industry topics Page 3 of 10 SCOPE OF SERVICES Buxton is pleased to present this proposal to the City of Palm Springs, California. The purpose of this proposal is to outline and review your community development objectives and how Buxton's solutions will enhance your ability to effectively meet those objectives. City of Palm Springs's Objectives: 1. Develop profile of residents and visitors,leveraging mobile analytics 2. Understand current retail and restaurant economic condition 3. Recruit new retailers and restaurants 4. Retain existing retailers and restaurants 5. Profile up to five events 6. Provide grocery analysis Retail Recruitment and Retention Solution: Your Community &Visitor Profile Our solution is a total marketing strategy that enables community leaders to understand the consumer profile of their residents and to identify specific retailers and restaurants who seek a market with household purchasing habits just like yours.This solution provides you with the ability to actively pursue identified retailers, making a compelling case for their expansion to the City of Palm Springs by utilizing custom marketing packages that Buxton will create for you.You will have access to the same analytical information and insights retailers depend on today to make site selection decisions.This knowledge will provide you with instant credibility and the ability to differentiate your community. Step 1—Research Your Community Buxton uses over 250 consumer and business databases that are updated regularly and compares your potential sites to the universe of all competing sites operating in the U.S. We define your current retail situation and those in any neighboring communities that impact your retail environment. Step 2—Define and Evaluate Your Trade Area Customers shop by convenience,measuring distance based on time,not mileage.We will conduct a custom drive-time analysis to determine your trade area using our proprietary methodology and knowledge of individual retail clients' actual trade areas. Your drive-time trade area will be provided to you as a map that accurately depicts your consumer shopping patterns. Step 3—Profile Your Trade Area's Residential and Visitor Customers and provide insights related to events You will have insights into more than 7,500 categories of lifestyles,purchase behaviors,and media reading and viewing habits of your residents and visitors. Buxton will develop three (3) unique profiles for your solution: 1. Residential Profile—will analyze all the households in your drive-time trade area. 2. Visitor Profile (non-resident) —will analyze data from mobile devices for a recent twelve-month (12) period where the device holder's originating address is located outside of your city limits (domestic addresses only).Buxton will combine this mobile dataset with our other household-level data,which provides Buxton with a way to develop an accurate consumer profile of the visitors to your community. Page 4 of 10 Combined Total Community Consumer Profile—Buxton will combine your residential and visitor profiles to develop your overall consumer profile which will be used to match retailers and restaurants as fits for your community. • Buxton will create custom geofencing polygons around up to five(5)visitor attractions, to be specified by Palm Springs prior to beginning the analysis.We will capture a sample set of unique device IDs that are observed within those polygons. • In addition to identifying all unique device IDs that are observed within the polygons,Buxton will collect the location data created by those device IDs prior to and after being seen at one of the five visitor attractions. • For each of the five visitor attractions,Buxton will append Mosaic segmentation information to the unique device IDs for which a home location in the United States can be identified.This will provide insights into the visitor profile for each site. • Buxton will compare the visitor attraction profiles to highlight similarities and differences in the Mosaic segment composition of each visitor attraction.We will also compare the percentage overlap in overall visitors between each possible pairing of sites (e.g.the percentage of visitors for one event who also visit a separate event). • In addition to developing profiles of visitors to five key attractions,Buxton will also develop profiles of attendees to up to five(5) events that occur throughout the term of this agreement.We will capture a sample set of unique device ID data,append Mosaic segmentation information to the unique device IDs for which a home location in the United States can be identified, and identify how far(in minutes)event attendees are driving to reach the venue. • After completing the event profiles,Buxton will develop overall consumer profiles by event category (as applicable).We will use the event category profiles to identify similar households who may be interested in attending Palm Springs events in the future. Deliverables • Up to five(5)visitor attraction profiles and up to five(5) event profiles*—an Excel report showing the respective unique device ID count and percentages by Mosaic segment for each visitor attraction or event analyzed • Visitor attraction profile comparison—a report that highlights similarities and differences in the overall Mosaic segment composition for the five sites • Visitor attraction overlap comparison—a.table that shows the percentage of visitors for each site who visit another site • Event category profiles—combined visitor profiles by event category(as applicable) developed upon conclusion of the individual event profiles • Event visitor origins—summary of the average distance visitors travel in drive-times to attend Palm Springs events and top origin markets • PowerPoint presentation summarizing your visitor attraction and event profiles, the key characteristics that define your likely visitors and the key variables that drive consumers to visit Palm Springs.The presentation will include full descriptions of your visitors' lifestyles,purchasing preferences, and media consumption behaviors. • Excel spreadsheet with counts of the households within your top five(5) event visitor origin markets who are likely to be interested in future events *Event profiles and associated deliverables zoill be completed upon request during the term of this agreement. Page 5 of 10 Step 4—We Match Retailers and Restaurants to Market Potential Buxton will match the consumer profile of your community's trade area against the customer profiles of 5,000+ retailers in our proprietary database. We will identify the similarity between the two profiles analyzed using Buxton's proprietary retail matching algorithm to determine if your site presents an attractive opportunity for each retailer.We then qualify the list of matched results to verify that a retailer is currently operating or expanding, that they operate in similar sites, and that your site affords adequate buffer from competition and cannibalization to be realistically considered. Step 5—We Create Marketing Packages Buxton will assemble individualized marketing packages for up to twenty (20) targeted retailers. We will notify each retailer's key real estate decision maker by letter,informing them that they have been qualified by Buxton as a potential viable fit for your site and should expect to be contacted by a representative of the city. Your marketing packages will be delivered to you in SCOUT, an application in the Buxton Analytics Platform, and include a: 1. Map of the retail site and trade area 2. Map of the retailer's potential customers Retailer match report that compares the site's trade area characteristics and consumer profile with the retailer's sites in similar trade areas Support decision-making Palm Springs and provide a tool for discussions between the City and various grocer concepts/brands in the southern sector with special attention given to at least the following target areas: Include sites Match Grocers to Market Potential-Buxton will match the consumer profile of your trade area against the customer profiles of grocers in our proprietary database. We will identify the similarity between the two profiles analyzed using Buxton's proprietary retail matching algorithm to determine if your site presents an attractive opportunity for each grocer. We will then qualify the list of matched results to verify that a grocer is currently operating or expanding, that they operate in similar sites and that your site affords adequate buffer from competition and cannibalization to be realistically considered. Step 6—We Provide Business Retention Tools Buxton will provide reports through SCOUT that can be used to support business retention efforts by helping local business owners to make better business decisions.In addition,Buxton is pleased to offer the City of Palm Springs access to LSMx. LSMx,which stands for Local Store Marketing powered by Buxton, is a customer acquisition solution designed specifically for small business owners and franchisees.The City of Palm Springs can also leverage this tool to support local businesses and entrepreneurs, foster an environment that encourages private-public partnerships, and strengthen the business climate in their community.Upon execution of the LSMx Addendum,the City of Palm Springs will have access to up to 25 complimentary LSMx monthly subscriptions/license codes*to distribute to local retailers, restaurants and service providers. Page 6 of 10 Solution Deliverables: • Buxton Analytics Platform/SCOUT access • Drive time trade area maps • Retail site assessment • Residential,visitor(mobile analytics),and combined profile • Retailer specific marketing packages(for up to twenty (20)retailers) • LSMx subscriptions(for up to twenty-five(25)monthly license codes)* Multi Year Deliverables (Optional): If elected,Years 2 and 3 of this agreement will include a Retail Recruitment model refresh,retail marketing packages,LSMx subscriptions,*and full access to the Buxton Analytics Platform. *LSMx deliverables are subject to the City of Palm Springs executing the LSMx Addendum and the terms and conditions described therein. Page 7 of 10 Access and Use Your Retail Recruitment Solution via the Buxton Analytics Platform Buxton's Retail Recruitment and Retention solution will allow you to actively recruit retailers to your community and support existing businesses with just a few clicks using SCOUT,which provides you with crucial information about your community, your trade areas, your residents, and much more. SCOUT is an application in the web-based Buxton Analytics Platform, which is accessible on any Windows or iOS enabled device with an Internet connection. It is designed to give decision-makers in your community access to the data and solutions that will assist them in making better business decisions. The Retail Recruitment and Retention solution enables four(4)SCOUT users with the ability to run demographic and trade area profile reports, and view maps and other data elements. In SCOUT you will be able to: • Identify retail matches • View physician intelligence • Run variable reports • Run healthcare reports • View city limit maps • Run consumer propensity reports • Access split-screen views and Google street • Run comparable reports view • Run demographic reports • Access dynamic thematic mapping • Run retail leakage/surplus reports • Print maps(including large format) • Track outreach activity to quickly report • See existing locations for prospective on. economic development efforts to retailers to avoid cannibalization stakeholders • See aerial view m i `. •- ( g, F 3Y� ' Page 8 of 10 Reporting Features Retail Leakage Report The Retail Leakage/Surplus Analysis provides an estimate of retail dollars flowing into or out of the Healthcare Reports trade area. It calculates a sales gap index that There are six healthcare reports available in provides an estimate of the dollars spent outside SCOUT. These reports give insight into the trade area (leakage) and the number of healthcare demand by major diagnostic code, dollars coming in from outside the trade area physician specialty, physician setting, DRG, and (surplus), as well as a relative comparison of payment source by current year or 5-year leakage/surplus. projections.The physician intelligence report also provides a count of physicians in the study Consumer Propensity Report geography. The Consumer Propensity Report (CPR) shows lifestyle, product, and psychographic likelihood Profiles Report indices for consumers in the trade area. Gives residential/workplace populations and Information is provided for thirty-two(32)major percentage breakdowns of the 71 Mosaic segment categories with more than 4,800 total line items. groups. Please note that line items are based on national- level purchasing and lifestyle characteristics. Green Awareness Report These line items are then correlated to the Provides a household and workplace green underlying household characteristics of awareness index score. consumers in the trade area.Some line items may not be relevant or available in your market. The Count Base Daytime Population Report score indicates the degree to which local The Daytime Population Report looks at the consumers would purchase an item if it were workforce in the study area and gives a count of relevant and available. Often, similar brands or the workforce population by industry. It also concepts use this information to determine allows you to see a count of businesses in the area expansion potential. by two-digit SIC and workforce size. Demographic Report The Demographic Report is a good go-to resource as it includes almost all of our demographic information in a single report.It can yield many different outputs as listed below. Age by Sex* Provides a breakdown of the population (-�0 by age and sex. Offers total population for several years and breaks this information down further by sex and age 00 range. ..... .. .................. 00 Basic Demographic Chart* 2651 South Polaris Drive Fort Worth, TX 76137 1-888-2BUXTON I www.buxtonco.com Btriabty Page 9 of 10 Provides a breakdown of population by Income by Age Summary general categories,including households Provides a breakdown of household by income,household size,age,race and demographics and income by age of ethnicity percent change, educational head of household for the.2000 and 2010 attainment percent -change, marital censuses, current year estimates, and 5- status, and household and population year projections. percent change. Income Report* Provides a breakdown of population demographics and splits the households into groups by income for the 2000 and 2010 censuses, current year estimates, and 5-year projections. l Mosaic Comparison Summary ® — Gives a population and percentage breakdown of the 71 Mosaic segment Complete Demographic* groups. Provides a breakdown of the population Mosaic Detail Charts by specific groups, for 2000 and 2010 Gives a demographic overview and a census numbers, current year estimates, graph showing the breakdown of the 20 and 5-year projections. These categories Mosaic groups within the specified include: population demographics, population by race/ethnicity, population' geography. This report also indicates by age, median age, households by which group is dominant and sorts each income, employment, housing units, group by percentage. vehicles available, marital status, and Population Comparison Report educational attainment. Gives total population, female vs. male Household Units Summary population, educational attainment, Provides a breakdown of households marital status, race, and Hispanic within a specified geography. ethnicity as percentages. These numbers Information includes total number of are based on 2000 and 2010 censuses, housing units,owner vs.renter statistics, current year estimates, and 5-year home value of owned homes, and projections. monthly cash rent. 2651 South Polaris Drive Fort Worth, TX 76137 j 1-888-2BUXTON www.buxtonco.com Bw/a6rr Page 10 of 10 �t. N of ......� ..� _....`. ._... .. .._.e....uw.� w.+^v.mv«r•...r E tt Rr.J. 55 ' i E-t'EYR,:'3 m 3 t - ,aconcr.,c .afn, ....v.— � t 1 .. e, Bf£i .WiR UZI :3 rt m.a .>+.. ..:... ... .:.. ntR.O O:� •C l:?Ya C:.t w :> Ile, >"••^ •m.,. ca... ..,+ a. nn • CC y! +�.r+�.r .� tE GfS• Cl-C0:53! S: MIK I,, iz4 1 _ RM ... BE 1SRCE4 2MK;s'.yE'n 102 Y3 � � .. .«.. ,..... .:... ...+.. .:. IIl6Y:T ..tCOnOx E.LPIS 9 M' ) .fi'.V Cni,CEx� _ s e 3 'These reports can be run as summary or comparison reports. The summary report allows you to see results for multiple geographic regions combined, or a single drive time or radius. The comparison report allows you to compare up to 5 geographies side-by-side in the some output. 2651 South Polaris Drive ( Fort Worth, TX 76137 1 1-888-2BUXTON ( www,buxtonco.com Page 11 of 10 SUPPORT Buxton Analytics Platform Technical Requirements The Buxton Analytics Platform can be accessed at the following URL:w7mv.buxtonco.coin The Buxton Analytics Platform is a web-based collection of applications accessible on any desktop,laptop, or mobile tablet device that has an Internet connection. When operating the platform, Buxton's recommended hardware configuration is 4-core CPU, 4 GB RAM (or higher). Examples include most modern-day laptops or desktops purchased within the last 3 years, iPad Pro 2017 or newer, Microsoft Surface Pro 2 or newer,or Samsung Galaxy Tab S3.The recommended browser for accessing the platform is the latest version of Chrome. Buxton's Helpdesk (1-817-332-3681) is available during normal office hours (8:00 AM-5:00 PM CST, excluding weekends and public holidays). Buxton's Helpdesk team will be available to support all educational, functional, and technical inquiries and will respond to all requests within twenty-four(24)hours of submission. Buxfi®n`sI€l desk Monday—'Friday:8:00 am—5:00 pm CST 1417-332-3681 I 2651 South Polaris Drive Fort Worth, TX 76137 1-888-2BUXTON www.buxtonco.com Btrxfon Page 12 of 10 TERM, FEES, AND DELIVERY Agreement Term One (1) Year Year 1 Fee(50%invoiced upon execution of this agreement; $50,000' 1. 50%invoiced upon targeted retailer identification) i Optional:Year 2 Fee(Invoiced 15t anniversary of this agreement) $50,000 1 Optional:Year 3 Fee(Invoiced 2^s anniversary of this agreement) $50,000 !Delivery ' The City of Palm Springs will have access to retail match lists and marketing packages within sixty(60)business days of execution. f, I Your Buxton Analytics Platform access will be enabled within ten(10)business days of the execution of this agreement.The City of Palm Springs will have access to retail match lists and marketing packages within sixty(60)business days of execution.The initial term of this agreement is for one(1)year with an annual renewal option for Year 2 and Year 3.If the City of Palm Springs elects an optional renewal in years 2 or 3,the City of Palm Springs agrees to notify Buxton in writing at least 30 days prior to the respective anniversary date of this agreement.The subsequent year fees will be invoiced on the annual anniversary dates of this agreement. All service fees associated with this agreement are due in net ten(10)days of the date of the invoice.Execution of this agreement will act as full consent that Buxton may include the City of Palm Springs on its client list and in presentations and public relations efforts.Additionally,Buxton may issue a press release announcing the City of Palm Springs as a client.When doing so,Buxton will not reveal information that is confidential and proprietary to the City of Palm Springs. Buxton City of Palm Springs,California Signature Signature Printed Name Printed Name Title Date Title Date Please provide us with a primary point of contact for Please provide us with a primary point of contact. invoice receipt. Name: Name: Phone: Phone: Email: Email: Preferred Method of Receipt: Email OR U.S.Mail 2651 South Polaris Drive ( Fort Worth, TX 76137 1-888-2BUXTON ( www.buxtonco.com Bwkt6n Page 13 of 10 PROJECT TIMELINE •Acquire retail location areas from the City of Palm Springs - •SCOUT access • Research and verify the City of Palm Springs's retail trade area • Define drive-time trade areas • Evaluate the City of Palm Springs's retail potential •Analyze retail leakage/surplus • Examine local business retention and expansion • Determine customer profile •Assess retail sites • Determine the market potential of matching retailers and restaurants • Deliver marketing packages and begin .� communication with retailers 2651 South Polaris Drive Fort Worth, TX 76137 j 1-888-2BUXTON ( \uvww.buxtonco.com d, kt-6ty I LSMx Addendum Business Retention Supplement Bu 7 M L M r TM Prepared by Lisa McCay Page 2 of 5 City of Palm Springs,California This Addendum is entered into between the City of Palm Springs, California ("City of Palm Springs"), Buxton Company("Buxton"),and LSMx,Inc.("LSMx")(each a"Party"and collectively the"Parties").This Addendum is attached to and made part of the Agreement between Buxton and the City of Palm Springs, dated ("Buxton Agreement"). The purpose of this Addendum is to provide the City of Palm Springs with access to LSMx software subscriptions for the Term of the Buxton Agreement, unless terminated earlier as set forth in the Buxton Agreement.The Parties acknowledge that this Addendum and each of its provisions is expressly contingent upon the Buxton Agreement and associated fees remaining in full force and effect. Background LSMx, which stands for Local Store Marketing powered by Buxton, is a proprietary customer acquisition solution designed specifically for small business owners and franchisees.Local governments and economic development agencies can also leverage this tool to support local businesses and entrepreneurs, foster an environment that encourages private-public partnerships, and strengthen the business climate in their community. For each month of the Term of the Buxton Agreement, the City of Palm Springs will have access to up to 25 complimentary LSMx monthly subscriptions. Deliverables and Terms • Up to 25 LSMx subscriptions will be provided at no additional charge to the City of Palm Springs for designation of access at the City of Palm Springs's sole discretion to local retail,restaurant and service provider subscribers (each a"subscriber") during the Term of the Buxton Agreement. • Any default or termination under the Buxton Agreement will also constitute a default and termination under this Addendum. In the event that the Buxton Agreement is terminated, the 25 monthly subscriptions will be canceled, at which time, each Subscriber will have the option of continuing their subscription at standard rates. Standard rates will be the prevailing rate at the time of cancelation. • All fees associated with advertising campaigns executed via the LSMx software by the subscriber are at an additional cost to the subscriber.Each subscriber executing advertising campaigns within the LSMx software are responsible for such costs via the credit card information they provide in the LSMx software. • If the City of Palm Springs requests services not specified in this Addendum,the parties shall enter into an additional Addendum setting forth the additional services,fees,and other mutually agreed upon terms. • The Parties to this Addendum expressly agree to the following terms and conditions: 2651 South Polaris Drive I Fort Worth, TX 76137 1 1-888-2BUXTON ( \.Aiww.buxtonco.com tr/16i $ Page 3 of 5 o Each subscriber will be subject to the applicable terms and conditions contained in the LSMx software license agreement accessed via the LSMx software. o The LSMx software is provided to each subscriber under a non-exclusive,non-transferable, limited,non-sublicensable, revocable license to access and use the LSMx software. o The LSMx software is not being sold to the City of Palm Springs or a subscriber and it is not available for resell. o The LSMx software license does not convey any rights in or to the LSMx software or any patent, copyright, trademark or any other intellectual property rights of LSMx. LSMx retains all right, title, and interest in and to the LSMx software (including any upgrades, improvements, modifications, derivatives,and refinements to the LSMx software). The parties hereby agree to and accept the terms of this Addendum as of the date written below. Buxton Company City of Palm Springs,California By: By: Name: David Glover Name: Title:Chief Financial Officer Title: Date: Date: LSMx,Inc. By: Name: David Glover Title:Chief Financial Officer Date: 2651 South Polaris Drive Fort Worth, TX 76137 ; 1-888-2BUXTON www.buxtonco.com Bwxt6n Page 4 of 5 LSM Benef its Powered by Btwraon rn LSMx,Local Store Marketing powered by Buxton,is a simple,but powerful,customer acquisition solution that allows local business owners to easily see and understand: • Who and where their best potential customers are coming from • How far their most valuable customers are willing to drive to their location • How many potential customers are near or around them LSMx: • Alerts users about upcoming local events that could be driving business • Shows where specific competitors are in relation to potential customers • Highlights traffic congestion that might interfere with performance Key Differentiator LSMx completely executes marketing campaigns to the potential customers users see right from their mobile device in just minutes.Local businesses can target the potential customers that LSMx identifies with any or all the following marketing channels: • Direct Mail • Email • Facebook • Google • Mobile Banner Ads Benefits to the City of Palm Springs • Encourages private-public partnerships • Supports local businesses • Provides local businesses with resources(analytics,application,marketing automation, marketing execution)normally reserved for much larger entities • Supports business retention • Supports localization efforts • Supports increase in local tax income because businesses can be more successful 2651 South Polaris Drive I Fort Worth, TX 76137 1 1-888-2BUXTON I www.buxtonco.com BwAdon Page 5 of 5 2651 South Polaris Drive Fort Worth, TX 76137 ! 1-888-2BUXTON \Aiww.buxtonco.com Edon EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 12 Revised:1/31/18 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty(30)days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000)general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: X required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 13 Revised:1/31/1 S 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either(1)to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better,unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or 'for any and all workperformed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 14 Revised:1/31/18 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:1/31/18 720599.1 Client#: 66735 18BUXTOENT ACORD. CERTIFICATE OF LIABILITY INSURANCE D101082019ATE YY) 10/08/2019 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 any rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Marsh Wortham PHONE 817-336-3030 A No: 817-336-8257 AIC,No,Ext 1600 West Seventh Street E-MAIL ADDRESS: Fort Worth,TX 76102-2505 INSURER(S)AFFORDING COVERAGE I NAIC it INSURER A:National Fire Insurance Co of Hartford 120478 INSURED INSURER B:Continental Insurance Company 135289 Buxton Enterprises, Inc. INSURER C:Valley Forge Insurance Company 120508 2651 S. Polaris Drive INSURER D:American Casualty Co of Reading,PA 20427 Fort Worth,TX 76137-4804 INSURER E:Lloyd's Syndicate ndicate 4444 120508 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF I ADDLSUBR NSURANCE NSR WVD POLICY NUMBER MM/DD/YYYYY MM/DD�Y LIMITS A X COMMERCIAL GENERAL LIABILITY 5088174785 05/03/2019 05/03/202 EACH OCCURRENCE $1,000,000 CLAIMS-MADE ®OCCUR PREMISES(Ea RENTED ) $300,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE I$2,000,000 PRO- PRODUCTS-COMP/OPAGG $2,000,000 POLICY F-1 JECT LOC OTHER: D COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 5088174821 05/03/2019 05/03/202 Ea accident) $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY Per accident B UMBRELLA LIAB OCCUR 5088174740 05/03/2019 05/03/2020 EACH OCCURRENCE $5 OOO OOO X EXCESS LIAB X I CLAIM MADE AGGREGATE $5 000 000 DED I X RETENTION$10,000 O $ C WORKERS COMPENSATION 2093007771 05103/2019 05/03/202 X STATI�E ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YI N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? F­N] 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 $1,0 D Errors& PUA19CP266AR 07/01/2019 07/01/202 *"See Below"* Omissions DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Errors and Omissions: Technology Network Security and Privacy Liability Insurance: Professional -$3,000,000 Each Claim Multimedia Liability -$3,000,000 Each Claim Network Security&Privacy Liability -$3,000,000 Each Claim (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Palm Springs,Its SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE tyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN officials,employees,and agents ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 AUTHORIZED REPRESENTATIVE Marsh Wortham, a rfinsion of Marsh USA Inc ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S1125556/M1115122 18TXA DESCRIPTIONS (Continued from Page 1) Retention Per Claim-$15,000 Aggregate-$3,000,000 General Liability Extension Endorsement-GL-CNA74879XX 01/15 General Aggregate Limit-Designated Projects Endorsement-GL-CNA74826XX 01/15 Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement-GL-CNA75008XX 10116 Waiver of Transfer of Rights of Recovery Against Other To Us-Auto-CA0444 10/13 Texas Waiver Of Our Right To Recover From Others Endorsement-WC-WC420304B 06/14 Waiver Of Our Right To Recover From Others-WC-WC000313 04184 Changes-Notice of Cancellation or Material Restriction Endorsement GL-CNA74702XX 01/15 Changes Notice of Cancellation or Material Change Designated Person or Organization CA-CNA72315XX 02113 Notice of Cancellation or Material Change WC-CNA8738OXX 11/16 SAGITTA 25.3(2016103) 2 of 2 #S1125556/M1115122 CNA General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured -Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury—Discrimination or Humiliation 16. Personal And Advertising Injury -Contractual Liability 17. Property Damage-Elevators 18. Supplementary Payments 19. Unintentional Failure To Disclose Hazards 20. Waiver of Subrogation—Blanket CNA74879XX(1-15) Policy No:5088174785 Page 1 of 13 Endorsement No: Effective Date: Insured Name: Buxton Enterprises,Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. AdwIVA General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, CNA74879XX(1-15) Policy No: Page 2 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA General Liability Extension Endorsement maintenance or use of such land, provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: CNA74879XX (1-15) Policy No: Page 3 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA General Liability Extension Endorsement i a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at the such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or . h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else.acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. orf. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. CNA74879XX(1-15) Policy No: Page 4 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA General Liability Extension Endorsement K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products-completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSUREDS INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: CNA74879XX (1-15) Policy No: Page 5 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA General Liability Extension Endorsement 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing=business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury CNA74879XX(1-15) Policy No: Page 6 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA General Liability Extension Endorsement Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: I. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement CNA74879XX (1-15) Policy No: Page 7 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA General Liability Extension Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; I. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: CNA74879XX(1-15) Policy No: Page 8 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA General Liability Extension Endorsement (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: CNA74879XX(1-15) Policy No: Page 9 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office,Inc.,with its permission. CNA General Liability Extension Endorsement Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $200,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 10. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C - Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, Coverage C — Medical Payments, the Insuring Agreement is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; CNA74879XX (1-15) Policy No: Page 10 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA General Liability Extension Endorsement 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from CNA74879XX (1-15) Policy No: Page 11 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA General Liability Extension Endorsement • Provision 1.ADDITIONAL INSUREDS of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 21(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. CNA74879XX (1-15) Policy No: Page 12 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA General Liability Extension Endorsement 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE—ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of$250 shown for daily loss of earnings and replace it with a $1,000, limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 20. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74879XX(1-15) Policy No: Page 13 of 13 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. This page has been left blank intentionally. CNAGeneral Aggregate Limit - Designated Projects Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction or Service Projects: Each of your construction projects located away from premises owned by or rented to you Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed as follows: I. For each single designated construction or service project shown in the Schedule above, a separate Designated Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: A. all damages under Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard; and B. all medical expenses under Coverage C; that arise from occurrences or accidents which can be attributed solely to ongoing operations at that designated project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Designated Project General Aggregate Limit applicable to any other project. II. All: A. damages under Coverage B, regardless of the number of locations or projects involved; B. damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single designated project, except damages because of bodily injury or property damage included in the products-completed operations hazard; and C. medical expenses under Coverage C, caused by accidents which cannot be attributed solely to ongoing operations at a single designated project, will reduce the General Aggregate Limit shown in the Declarations. III. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular designated project. IV. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products-completed Policy O:5088174785 Page 1 of 2 Endorsement No: EffectiveDate: Insured Name:Buxton Enterprises,Inc. Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. P3AA General Aggregate Limit - Designated Projects Endorsement operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. V. If the applicable scheduled construction or service project has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, such project will still be deemed to be the same project. VI. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74826XX(1-15) Policy No: Page 2 of 2 Endorsement No: EffectiveDate: Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or O izatbn• ANY PERSON OR ORGANIZATION WHOM THE NAMED INSURED HAS AGREED IN WRITING IN A CONTRACT OR AGREEMENT TO WANE SUCH RIGHTS OF RECOVERY, BUT ONLY IF SUCH CONTRACT OR AGREEMENT: 1. IS IN EFFECT OR BECOMES EFFECTIVE DURING THE TERM OF THIS COVERAGE PART; AND 2. WAS EXECUTED PRIOR TO THE BODILY INJURY, PROPERTY DAMAGE OR PERSONAL AND ADVERTISING INJURY GIVING RISE TO THE CLAIM. (Information required to complete this Schedule, if not shown above,will be shown in the Declarations) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovory Against Odws To Us is amended by the addition of the following: With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work included in the products-compleW operallona s hazard. S All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date Is shown below, sand expires concurrently with said Policy. S N ME CNA75008X0((1U_16) Policy No:5088174785 Page 1 of 1 Endorsement No: Effective Date: Insured Name: .. Buxton Enterprises,Inc. rnnvdnht(%NA All Rinhts Rsa®nr®d. Inoludas comiahtod material of Insurance Services office.Inc..with Its perisabn. This page has been left blank intentionally. POLICY NUMBER: 5088174821 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Buxton Enterprises,Inc. Endorsement Effective Date: SCHEDULE Name(s)Of Person(s) Or Organization(s): Any pers on or organization for who or which you are required by written contract or agreement to obtain this waiver from us. You must agree to that. requirement prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident' or the "loss" under a contract with that person or organization. CA 04 4410 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 This page has been left blank intentionally. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.2093007771 Endorsement No. Insured Buxton Enterprises,Inc. Premium Insurance Company Countersigned by WC420304B (Ed. 06-14) Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. This page has been left blank intentionally. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Blanket Where required by written contract. r This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Date: Policy No.2093007771 Endorsement No. Policy Effective Date: Premium S Insured: Braxton Enterprises,Inc. DBA: Cartier Name/Code: WC 00 03 13 Countersigned by (Ed.4-84) 0 1983 National Council on Compensation Insurance Page 1 of 1 This page has been left blank intentionally. CNA Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium): 30 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: city or Palm Springs,its Address: officials,employees,and agents 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX (1-15) Policy NO:5088174785 Page 1 of 1 Endorsement No: Effective Date: Insured Name: Copyright CNA All Rights Reserved. CNA72315XX CNA (Ed. 02/13) NOTICE OF CANCELLATION OR MATERIAL CHANGE - DESIGNATED PERSON OR ORGANIZATION It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: In the event of cancellation or material change that reduces or restricts the insurance provided by this Coverage Form, we agree to send prior notice of cancellation or material change to the person or organization scheduled below at the address scheduled below. This endorsement does not amend our obligation to notify the Named Insured of cancellation as described in the Common Policy Conditions or in another endorsement attached to this policy. SCHEDULE 1. Number of days advance notice: 10 Days if we cancel for non-payment of premium. 30 Days if the policy is cancelled for any other reason, or if coverage is restricted or reduced by endorsement. 2. Person or Organization's Name and Address Name: City of Palm Springs,its Attention: Street Address: officials,employees,and agents City, State, ZIP: 3200 E.Tahquitz Canyon Way e-mail address: All other terms and conditions of the Policy remain unchanged. CNA72315XX (02/13) Policy No: 5088174821 Page 1 of 1 Endorsement No: Effective Date: Insured Name: Buxton Enterprises,Inc. Copyright CNA All Rights Reserved. Workers Compensation And Employers Liability Insurance CNAPolicy Endorsement ............. _ ..._. -_— __ - This endorsement modifies insurance provided under the WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY: In the event of cancellation or material change that reduces or restricts coverage during the policy period, we agree to send prior written notice in the manner prescribed, to the person or organization listed in the Schedule. SCHEDULE 1 . Number of days advance notice: For nonpayment of premium: 10 For any other reason: 30 2. Name and Address of Person or Organization:city of Palm Springs,its officials,employees,and agents 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 All other terms and conditions of the policy remain unchanged. ..................................................................._.................................................................................................................................................................................................._....................................__......_........................................................................... ...............................__....._................; `This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA8738OXX (11-2016) Policy No:2093007771 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: Endorsement No: Page: 1 of 1 Underwriting Company: °Copyright CNA All Rights Reserved. This page has been left blank intentionally. VALLEY FORGE INSURANCE COMPANY P.O. BOX 94733 CHICAGO IL 60690-4733 WSO' 03K 11 0 44 0 0 0 0 ao N O O INSURED/PREMIUM FINANCE CANCEL NOTICE Named Insured & Mailing Address: BUXTON ENTERPRISES, LLC. 2651 S POLARIS DR FORT WORTH TX 76137-4804 Policy No.: WC 2 93007771 Type of Policy: WORKERS COMPENSATION Date: 05/03/2024 Producer:0400704920000 WORTHAM- A DIV OF MARSH & MCLENNAN 1600 W 7TH ST STE 300 FORT WORTH TX 76102-2506 This notice is a confirmation that the referenced policy was "cancelled flat' on the policy period effective date of 05/03/2024 pursuant to the request by you, your agent or premium finance company or due to your actions as understood by us that you did not want the proposed new or renewal policy. As a result, no coverage was provided for the period noted. A copy of this notice is also being provided to other interested parties if applicable. If you have questions regarding this notice, please contact our Customer Support Center at 877-276-7507 Other Party of Interest 00002E ACCOUNT # 3005545284 . _ CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 FORM# CFTX ODEN 3.0.24.02a Copy for Other Interests RECEIVED MAY 14 2024 OFFICE OF THE CITY CLERK Date Mailed: 7th day of May, 2024 TASHA R. MCKNIGHT TXCF26 05072024MNNY Page 1 of 1