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HomeMy WebLinkAbout2013-341 Tax - Tax Management Associates for Tax Audits of County Businesses $3,435 _T-"Q-X Tax Management Associates, Inc. Business Personal Property Audit and Consulting Services Contract This Contract Addendum is made and entered into this '�,� day of Jam, 2013 by and between ORANGE COUNTY, a political subdivision of the State of North Carolina, hereinafter referred to as "County" and TAX MANAGEMENT ASSOCIATES, INC., a corporation authorized to conduct business in North Carolina, hereinafter referred to as "TMA". WITNESSETH: WHEREAS, the County desires to obtain audit services on the County business personal property taxpayers as authorized by the North Carolina General Statutes; and WHEREAS, the North Carolina General Assembly 2011 has passed House Bill 462 and subsequently amended General Statute §105-299 to prohibit the use of contingency based payments for the services found in the original agreement; and NOW, THEREFORE, for in consideration of the mutual covenants and agreements made herein, the parties agree as follows and in Attachment 1: AGREEMENT 1. AUDIT SERVICES: A. In accordance with the charges, terms and condition contained in the Agreement, TMA agrees to furnish business personal property audit services to verify the accuracy of taxpayers' tax listings files with the Orange County Tax Administrator. B. The services provided by TMA will be performed in accordance with the terms and conditions provided by this Agreement and in compliance with all applicable North Carolina Property Tax Statutes. TMA agrees to perform audits in accordance with professionally accepted auditing and accounting standards C. In accordance with the charges, terms and conditions contained in this agreement, TMA agrees to furnish Business Personal Property Audit Services to verify the accuracy of business taxpayers' business personal property tax listings filed with the Orange County Tax Administrator. Approximately one hundred and four (104) audit locations will be performed over the course of the term of the Agreement. Audits to be performed by TMA to verify the accuracy in Taxpayers' listings shall be selected and assigned by the County as may hereafter be deemed appropriate. Class Personal Property Assessed Value Range A $50,000 - $399,999 B $400,000 - $999,999 C $1,000,000 - $4,999,999 D $5,000,000 - $19,999,999 D3 $20,000,000 and greater Breakdown Size FY2013-14 (Over $100,000) 83 11 C 9 1 3 0 Per Year Count 104 Per Year Cost $76,440 D. All correspondence in connection with audits sent to the Taxpayer will be signed by the County Tax Administrator or by his authorized designee. E. In order to assist in the scheduling of taxpayers' listings selected by the County for audit, the County agrees to make available to TMA copies of the personal property listings for the years for which audits are to be performed. F. TMA agrees to audit all listings assigned for audit for the most current year and applicable prior years up to five (5) years as provided by North Carolina General Statute §105-312 which provides for Discovery Procedures and Limitations. G. It is expressly understood by TMA that under the provisions of North Carolina General Statute §105-299, it and its employees are subject to the State Confidentiality Statutes (General Statute §105-289(l) and General Statute §105-259) and the penalties contained therein. TMA agrees to abide by the North Carolina Statutes concerning confidentiality of taxpayer records and shall hold the County harmless from any liability which may result from an action involving TMA or its employees or agents regarding confidentiality of taxpayer records. H. TMA agrees to provide training to designated employees of the County as to all aspects of the audit services provided pursuant to this Agreement. Any appropriate designee of the County may accompany TMA on any audit, provided the County shall be responsible for the travel related expenses of such County employee. 1. TMA agrees that no employee of the company will consult with or answer questions regarding any aspect of an audit being performed, except with authorized County officials and the taxpayer being audited, unless otherwise directed to do so by the County Tax Administrator. J. If through any cause, TMA or the County fails to fulfill its obligations as provided by this Agreement, or materially violates any of the covenants or stipulations within this Agreement, or becomes unsatisfied with services rendered, and such failure or violation continues for thirty (30) days after written notice thereof by a party, either party shall thereupon have the right to terminate this Agreement immediately upon giving thirty (30) prior written notice to the other party. Said notice shall be mailed to the party by certified mail to the mailing address as specified herein. In the event of termination, all audits assigned and completed by TMA and all fees for completed audits shall be payable in accordance with the terms as provided by this Agreement, less any costs or expenses incurred or anticipated to be incurred by the County due to any errors or omissions of TMA. Should this Agreement be terminated, TMA shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic or files relating to the audit. K. It is expressly understood and agreed to by TMA and the County that the audit services performed under this Agreement represent an examination of data and materials, as might be contained in a taxpayer's accounting records or other documents, for the purpose of verifying the accuracy of listings, reports, or statements filed with the County in connection with a taxpayer's listing of property. This service is not an appraisal service except that information obtained in an audit performed by TMA may be used by the County Tax Administrator to form an opinion or estimate of value as in an appraisal. TMA is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the audits. L. COST AND PAYMENT FOR AUDIT SERVICES: 1. The County shall pay to TMA for services furnished under this Agreement the sum of seven hundred thirty-five dollars ($735.00) per taxpayer location assigned for audit by the County. TMA agrees to bill the County on a monthly basis; however, no billing shall include charges for services rendered on an audit unless and until the audit has been completed and the taxpayer's appeal rights exhausted or time barred by applicable statutes of limitations, unless otherwise agreed by the County Tax Administrator. 2. Invoicing - The County agrees to pay TMA for all properly completed and invoiced services. If the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated in an invoice until the parties resolve the dispute. Should TMA fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payments associated with the work to be performed until such time as said work is completed. 3. Not Contingency Fee — It is expressly understood by the County and TMA that the invoicing provisions of this contract and/or contract addendum(s) are not subject to or contingent on the results of any or all audit(s) assigned by County to TMA and performed by TMA. Fees for said audits, regardless of the outcome or results of said audits, will be invoiced by TMA to the County after said audits have been completed and the taxpayer's appeal rights exhausted or time barred by applicable statutes of limitations, unless otherwise agreed by the County Tax Administrator. 4. Any irregularity, other than those resulting in a discovery under NCGS§105-312, found during the course of an audit engaged by TMA, which results in the jurisdiction's ability to bill to and collect from the taxpayer additional taxes, penalties, and interest, not billed for prior to the audit, falls within the fee and payment provisions of this contract. By way of example, an irregularity may include, but is not limited to, the billing and collection of additional taxes, penalties, and interest due to an immaterial irregularity described NCGS § 105-394. 5. All expenses incurred by TMA in performing audits under this Agreement including, but not limited to, travel, food, lodging, mileage, salaries, etc. shall be the responsibility of TMA. The County will be responsible for the cost of postage for handling audit correspondence and the cost of providing TMA copies of County tax records associated with an individual audit. 6. All legal costs involving tax appeals resulting from an audit shall be the responsibility of the County. TMA shall be responsible for defending its audit findings throughout any tax appeals process without additional cost to the County. Defense of audit findings shall include personal appearances at meetings with taxpayers or their representatives, and providing testimony and evidence at all hearings before the County Tax Administrator, Board of Equalization and Review, Board of County Commissioners, and at any other appeal level concerning information identified in an audit. 3. COST ANALYSIS VALUATION SYSTEM (CAVS) SERVICES: A. TMA will provide to the County annual subscription access to TMA's Cost Analysis Valuation System (CAVS). All internal information used to arrive at these valuations including, but not limited to, manuals, databases, and applicable methodologies will remain the proprietary property of Tax Management Associates, Inc. B. CAVS COST AND PAYMENT FOR CAVS SUBSCRIPTION: The County agrees to pay TMA Two Thousand Nine Hundred and Ninety-Five dollars ($2,995.00) per year with up to five (5) County staff licensing for CAVS with payment due within thirty (30) days of receipt of a properly completed invoice to the County. If payment is not received by TMA within thirty (30) days from receipt of invoice, the unpaid balance of fees will be subject to additional fees in the amount of one and one-half percent(1 1/2%)per month until payment is received. 4. TAXSCRIBE SERVICES: A. TMA will provide to the County access to the TAXscribe.com website and associated resources located at informer.tmal.com for the purpose of receiving, reviewing, and accepting business personal property listing statements submitted with the County by "Taxpayers," defined as individuals or companies who have filed a business personal property listing, statement, or return with the County through resources provided on the website TAXscribe.com. During the term of this Agreement, listings, statements, and returns submitted by Taxpayers via Taxscribe.com with the County will be stored by TMA on the TAXscribe.com related resources, and notifications of filed listings, statements, and returns will be electronically communicated to the County. At any time during the term of this Agreement, the County will have access to all listings, statements, and returns filed with the County via Taxscribe.com, as well as ancillary reports, to be downloaded from the site either singly or in bulk transmission formats as described herein. B. TMA, if requested by County, will provide web-based training to designated County personnel on TMA's products including both TAXscribe.com and informer.tmal.com related services. If County asks TMA to conduct on-site training at County facilities or any other training, and TMA agrees to provide such training, County will pay TMA's actual, mutually agreed upon expenses associated with that training, including TMA's travel, food, lodging, and mileage. Reimbursable expenses shall be subject to TMA's timely submission of valid receipts for any such expenses C. The County agrees to the following responsibilities for the purpose of reliable performance of the site and the intended purpose. a. Delivery of Taxpayer Information. The County will be responsible for providing to TMA, prior to December 1st of each calendar year preceding the year of service, an electronic tax roll which contains the account numbers, business names, and location information that will aid Taxpayers in finding and associating their online listing account with the correct account numbers as proscribed by the County. This file will be sent to TMA through a Secure File Transmission Protocol (SFTP) or another format deemed suitable by both parties. The file should be delivered in a readily readable format such as XML or CSV with the appropriate identification tags contained in the file or attached therewith in a separate file delivered at the same time and place. If the County so elects, it may provide prior year assessment information for population on the site. Otherwise, the Taxpayer will be allowed to fill in all prior year plus current year adjustments. The file provided may be limited to account numbers, business names, and situs address only for matching purposes. b. Timely Response to Taxpayer Filings. TMA will send to the Tax Administrator or his/her designee electronic notification of extension requests and business personal property filings. These electronic notifications will constitute the legal "Delivery Date" of the referenced material, and it is incumbent on the County to review these notifications and draw down the full information from the provided resources in a timely manner. The County agrees that the date of electronic notification of extension requests and business personal property filings will be the date of such electronic notification. c. Acceptable Formats. The County agrees to accept the electronic information received from TMA in regards to business personal property filings or extension requests in various forms, including 1) bulk electronic file transmissions where the data is represented by characters in pre-defined fields representing the information requested but not necessarily in the same format as the North Carolina Department of Revenue recommended form but containing in aggregate the same information requested in that form; 2) as image files which will visually appear the same as the North Carolina Department of Revenue recommended form but which will be composed of electronic information received from the Taxpayer, including the represented signature information (or a conformed signature) in place of a physical ink signature; 3) in a text file format, either downloaded or otherwise transmitted which will contain the same information but in various formats; or 4) a printed paper version of the image file which would include signatures replaced by the electronic equivalent in the TAXscribe.com system. The County agrees that these are all acceptable forms of transmission, and agrees to accept such filings as legal submissions of Taxpayer information related to business personal property filings or extension requests. D. All rights to and title in the TAXscribe.com software, including all ownership, copyright, patent, trademark, service mark, trade secret, and other proprietary rights, belong to TMA. TMA reserves all rights not specifically granted to County in this Agreement. E. Except as otherwise provided in this Agreement, all expenses incurred by TMA in performing the Free Services and the Fee Services (collectively, the "Services") under this Agreement including, but not limited to, travel, food, lodging, mileage, salaries, etc. of TMA staff shall be the responsibility of TMA. Furthermore, except as otherwise provided in this Agreement, all expenses incurred by County in performing its obligations under this Agreement shall be the responsibility of County. F. New Business Personal Property Accounts. The County will be responsible for reviewing information on new business personal property accounts through the use of informer.tmal.com. This service will allow the County to add an account number to the new account through the portal prior to delivery of that account to the County by other supplied methods for integration with the County native database. If the County fails to provide a new account number for accounts which are missing the same, data will be delivered to the County in absence of this field or fields. G. TMA represents and warrants to County that (i) TMA has the power and authority to execute, deliver, and perform this Agreement, and (ii) TMA will perform the Services in a professional and workmanlike manner in accordance with this Agreement. TMA shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type practiced throughout the United States and in accordance with any applicable federal, state or local laws and regulations. County represents and warrants to TMA that County has the power and authority to execute, deliver, and perform this Agreement. H. Disclaimers; Limitations. a. Disclaimer. Except as expressly provided in Section G above, TMA hereby disclaims all representations and warranties, express and implied, as to TMA's services, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. b. Limitation of Liability. TMA will not be liable for any incidental or consequential damages arising out of or relating to this Agreement, or a breach of this Agreement, even if TMA was advised of the possibility of such damages and whether or not such damages arise in contract, tort, or other theory of liability. TMA's liability under any this Agreement will not exceed the aggregate amount County has paid TMA pursuant to this Agreement, regardless of the theory of recovery. c. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the TMA with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 1. Content of Information. 1. Pass-through Role. County acknowledges and agrees that TMA's role through providing TAXscribe.com is as a transfer of data and a service to both the Taxpayer and the County. TMA in no way provides a review of or recommendations on the content of that information. TMA will correct any errors that are due to system flaws, bugs, or other like technical difficulties which are of no fault of the Taxpayer or the County. TMA disclaims any liability, and County confirms that TMA shall have no liability, under this Agreement or otherwise, with respect to the information provided by Taxpayers via Taxscribe.com, including with regard to inaccurate or incomplete information, modifications to such information, and any resulting bills, appeals, assessments, or reassessments resulting from Taxpayer-supplied information. 2. Indemnity. The Parties will indemnify and each other hold harmless, , and their affiliates and their respective directors, officers, shareholders, managers, employees, and agents from and against all loss,liability, claim, damage, and expense (including costs of investigation and defense and reasonable attorneys' fees and expenses), whether or not involving a third-party claim, arising out of or related to any of the following: (i) any breach of this Agreement (ii) the failure by a Taxpayer to provide accurate or complete information or tax records to TMA or the County and any modifications to such information, (iii) the failure by a Taxpayer to comply with any applicable local, state, federal, or other law related to property taxes, including the failure to file required listings, statements, returns, and other filings on a timely basis or the failure to pay all required taxes on a timely basis, and (iv) any local, state, federal, or other taxes (including property taxes) arising from or related to any listings, statements, returns, or other filings made by a Taxpayer via Taxscribe.com or any bills, appeals, assessments, or reassessments arising from or related to such filings. J. Availability of Resources. Except as provided below, it will be the responsibility of TMA to maintain TAXscribe.com and informer.tmal.com on TMA owned and managed server resources, provide internet connectivity to those servers, and consistent availability of these sites to the general public. The County does not have any responsibility for providing server resources, software assistance, or other availability resources for the use of the site beyond providing technical assistance on the native software formats used by the County in relation to the service level agreements. TMA will use commercially reasonable efforts and methods to ensure availability of these website resources, but cannot control acts of God, power interruptions, or other catastrophic events which may impact availability, and County understands and agrees that there may be instances where TMA needs to interrupt the Services without notice in order to perform system maintenance or protect the integrity of the Services. TMA will, however, use commercially reasonable procedures to limit interruptions and announce any scheduled downtimes. K. This Agreement and any related disputes will be governed by and construed in accordance with the laws of the state of North Carolina. The United Nations Convention on the International Sale of Goods will not apply. L. Neither party will have the right to assign or transfer this Agreement or any of its rights under this Agreement without the prior written consent of the other party, except upon notice a party may assign or transfer this Agreement in connection with a sale or transfer of all or substantially all of the assets or business (to which this Agreement relates) of such party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and the permitted assigns and transferees of each party. No assignment releases the assignor from its liability under this Agreement. Any attempted assignment which is not in compliance with this Section 14 will be void. M. Each parry will be and act as an independent contractor. The parties do not intend for this Agreement to create, and this Agreement will not be construed to create, any joint venture, partnership, or agency relationship between the parties so as to render either party liable to the other party for anything more than the performance of its respective obligations hereunder. N. Neither party will be liable for any breach or delay resulting from any cause beyond its reasonable control, including acts of God, war, insurrection, the public enemy, acts or omissions of any government, labor disputes or strikes, failure of power supply, or changes in the law. A party claiming excused performance due to a force majeure event will give the other party prompt written notice of such force majeure event. O. COST AND PAYMENT FOR TAXSCRIBE SERVICES: 1. County agrees to pay an annual amount to TMA of$1 per business account on an annual tax roll rounded down to the nearest $100, with payment due within thirty (30) days of receipt of a properly completed invoice to the County. If payment is not received by TMA within thirty (30) days from receipt of invoice, the unpaid balance of fees will be subject to additional fees in the amount of one and one-half percent (1 1/2%) per month until payment is received. 2. Change or Cancellation. Termination of services, with respect to any calendar year must be in writing and received by TMA no later than December 1 of the preceding calendar year, or as otherwise provided in this Agreement. GENERAL PROVISIONS A. AUTHORITY TO CONTRACT: The County authority to contract for the service herein is authorized by North Carolina General Statute §105-299. B. AUDIT: All invoices shall be submitted by TMA to the County Tax Administrator with sufficient detail for a proper pre-audit or post-audit. C. CANCELLATION: This Agreement shall become effective from the date entered above and shall remain in effect for an initial term of this Agreement and shall continue in effect thereafter until cancelled or terminated. This Agreement may be terminated by either party without cause following the initial term upon thirty (30) days written notice. D. COLLATERAL ASSIGNMENT: The County acknowledges and agrees that payment due TAX MANAGEMENT ASSOCIATES, INC. under this Agreement and all other agreements with the government authority (the "Agreement') have been collaterally assigned to Branch Banking and Trust Company (a North Carolina banking corporation, whose address is 6869 Fairview Road, Charlotte, North Carolina 28210-3384). All payments due TAX MANAGEMENT ASSOCIATES, INC. under this the Agreement will be sent, UPON REQUEST by Branch Banking and Trust, to the Bank at that address pursuant to a financing and cash management arrangement. Payments made by the County pursuant to such request shall constitute accord and satisfaction the sums due to TMA. The Bank is authorized to receive information relating to this Agreement and payments due under the Agreement and all amendments or modifications to the Agreement from ORANGE COUNTY (the government authority). The Bank is authorized to rely upon the terms of the Agreement. The government authority agrees to give notice to the Bank thirty (30) days prior to termination of this Agreement by action of.the governing body. E. INDEMNIFICATION: To the fullest extent permitted by laws and regulations, TMA shall indemnify and hold harmless the County and its officials, agents, and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including, but not limited to, fees and charges to attorneys and other professionals and costs related to court action or arbitration) arising out of or resulting from the performance of this contract or the actions of TMA or its officials, employees, or contractors under this Contract or under the Contracts entered into by TMA in connection with this contract. This indemnification shall survive the termination of this Agreement. F. NON-DISCRIMINATION: TMA shall not discriminate against any person on the grounds of race, color, national origin, sex, age or disability in the administration of this contract. Nor shall any person be excluded from participation in, or be denied the benefits of this contract on the grounds of race, color, national origin, sex, age or disability. G. LAW CONTROLLING: The laws of the state of North Carolina shall control and govern this contract. H. NON-ASSIGNMENT: This Agreement is not assignable by either party, by operation of law or otherwise. I. MODIFICATION: This contract may be modified only by a written agreement executed by both parties hereto. J ENTIRE AGREEMENT: This contract constitutes the entire agreement of the parties and no other agreement or modification to this contract, expressed or implied, shall be binding on either party unless same shall be in writing and signed by both parties. This Agreement may not be orally modified. Any modifications must be in writing, expressly titled a modification or addendum to this contract, attached to this contract, and signed by both parties. K. SEVERABILITY: Should any provision, portion, or application thereof of this Agreement be determined by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any applicable law or constitutional provision, the Parties shall negotiate an equitable adjustment in the affected provisions of this Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions, portions, or applications thereof, shall not be impaired. L. TERM: The to of the Agreement shall be for one year period, beginning 1 , 2013 and ending to 3 , 2014, and may be renewed for additional four one year periods under the same terms unless amended by mutual agreement of the parties or terminated sooner in accordance with this Agreement. M. NON-APPROPRIATION. TMA acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to TMA of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to TMA of such limitation or change in County's legal authority. In WITNESS WHEREOF, the parties have duly executed this Contract as of the date first above written. Tax Management Associates, Inc. Attest: �?W4' Richard H. Cooke ., CEO Brian H. Loher, CFO /0%4 Zt6,.,3 FED ID # Date Orange County Michael Talbert, Interim ounty Manager This instrument has been approved as to technical content. Dwane Brinson, Tax Administrator This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Clarence G. Grier, Assistant County Manager/CFO This i Meas een approved as to form and legal sufficiency. e ffice of the County Attorney eeililii AC°® CERTIFICATE OF LIABILITY INSURANCE 10/25/22013 013DATE /YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONT Cl NAME:A Karen Sherman Rutherfoord PHONE FAX 6230 Fairview Road, Suite 230 - - A/C No: - - Charlotte NC 28210 ADDRIE s. INSURERS AFFORDING COVERAGE NAIC# INSURER A:Hartfor_d Underwriters Insurance Com 30104 INSURED TAXMANAGE INSURER B Company Tax Management Associates Inc. INSURER C: Company 42374 2225 Coronation Blvd. Charlotte NC 28227 INSURER D:TraveleM lodemnity INSURER E: INSURER F:Hartford Fire Insurance COVERAGES CERTIFICATE NUMBER:703413120 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE A UB POLICY EFF POLICY EXP INSR WVD POLICY NUMBER MM/DD MM/DD/YYYY LIMITS D GENERAL LIABILITY 680005C176122 11/15/2012 1/15/2013 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMA E T RENTED PREMISES Ea occurrence $300,000 CLAIMS-MADE OCCUR MED EXP(Any one person) $10,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY PRO LOC $ A AUTOMOBILE LIABILITY 22UECUD6523 11/15/2012 1/15/2013 Ea accident $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE L $ AUTOS Per accident $ B X UMBRELLA LIAB OCCUR UH6976249300 11/15/2012 1/15/2013 EACH OCCURRENCE $10,000,000 EXCESS LIAB HCLAIMS-MADE AGGREGATE $10,000,000 DED X I RETENTION$10,000 $ F WORKERS COMPENSATION 2WBCNN1391 11/1512012 1/15/2013 X WC STATU- X OTH- AND EMPLOYERS'LIABILITY Y/N FIR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000 OF EXCLUDED? ❑ NIA If in and E.L.DISEASE-EA EMPLOYE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 2Rr,tro fessional Liability H71218651 11/15/2012 1/15/2013 Limit $1,000,000 ims-made Deductible $5,000 date 12/30/1997 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Professional Liability insurance policy: The insurance company with which this coverage has been placed is not licensed by the State of North Carolina and is not subject to its supervision. In the event of the insolvency of the insurance company, losses under this policy will not be paid by any State insurance guarantee or solvency fund. Waiver of subrogation in favor of certificate holder for Worker's Compensation insurance applies. i I CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County NC ACCORDANCE WITH THE POLICY PROVISIONS. 200 South Cameron Street Hillsborough NC 27278 AUTHORIZED REPRESENTATIVE j ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD