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2015-496-E Co. Mgr. - Community Empowerment Fund 2015-16 Outside Agency Performance Agreement
DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 2015-16 OUTSIDE AGENCY PERFORMANCE AGREEMENT THIS AGREEMENT, made and entered into the first day of July 2015, ("Effective Date") by and between the County of Orange, a political subdivision of the State of North Carolina, 200 South Cameron Street, Hillsborough,North Carolina, 27278, ("County") and The Community Empowerment Fund, a not-for-profit corporation, located at 108 W. Rosemary Street, Chapel Hill,North Carolina 27516 ("Provider"). WITNESSETH: WHEREAS, it is in the interests of the County that said program be assisted by the County and thereby enhance its availability to residents of the County, and said program addresses an important community human services need, as identified by the Board of Commissioners; NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereafter set forth, the County and Community Empowerment Fund agree as follows: 1. Term of the Agreement. The term of this Agreement shall be a program year beginning May, 1, 2015 to April 30,2016. 2. Scope of Services. a. Provider will provide services, as outlined in the Attachment A, Outside Agency Funding Application Scope of Services and Attachment B, Integrated Services Center Information Sheet which are incorporated herein by reference, to the residents of Orange County. Any revisions or amendments to this Agreement must be approved in writing by the County and attached to this Agreement. b. The Provider shall be solely responsible for the means, methods, techniques, sequence, safety program and procedures necessary to properly and fully complete the work set forth in the Scope of Services. 3. Funding. a. The County agrees to appropriate funds in the amount of Twelve Thousand Dollars ($12,000) for the provision of services described in Attachment A and B and more particularly described in Attachment A, Expense Description. b. All funds appropriated shall be used for purposes described in Attachment A. Any funds not used for the purposes stated shall be returned to the County. Any changes in the use of funds must be authorized in writing by the County prior to any expenditure of the funds by the Provider. If the funds are expended not in accordance with the Scope of Services, at the discretion of the County the Provider may be required to repay the funds to the County. c. The Provider shall be paid in four equal installments in the amount of Three Thousand Dollars ($3,000). The first payment is contingent upon receipt of the agency's performance agreement; the remaining payments are contingent upon receipt of the request for reimbursement and related supporting documentation. d. The County's obligation to make the quarterly payments is contingent upon receipt of Progress Reports, which show satisfactory progress toward completion of performance measures and an accounting of expenditures as detailed in the attached Scope of Services. Community Empowerment Fund Orange County Outside Agency Performance Agreement Rev. 8115 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 e. Once Provider has satisfied its obligations as provided in (d) payment will be made 21 days after receipt of the Progress Report and Request for Reimbursement or 21 days after due date of Progress Report whichever is later. f. The County is not obligated to provide any other support to Provider in this or in succeeding fiscal years. 4. Agency Reporting. a. Provider will provide Orange County a Progress Report that includes a fiscal report and updates on 2015-16 performance measures as outlined in the Scope of Services. Progress Report dates are: May 1 — July 31; August 1 — October 31 and November 1 - April 30. Reports are due on August 11,November 15, and June 8 of the program fiscal year. b. Provider agrees to allow the County to inspect its financial books and records, which document costs of those services,upon reasonable notice during normal working hours. 5. Termination. a. In the event of any of the circumstances set forth below (hereinafter referred to as "default"), the County may immediately terminate this Agreement, in whole or in part, and from time to time. Notice of termination must be in writing, state the reason or reasons for the termination, and specify the effective date of the termination: i. In the event that Provider shall cease to exist as an organization or shall enter bankruptcy proceedings, be declared insolvent, or liquidate all or substantially all of its assets, or significantly reduce its services or accessibility to Orange County residents during the term of this Agreement; or ii. In the event that Provider shall fail to render a satisfactory accounting as provided section 4 above, the County may terminate this Agreement and Provider shall return all payments already made to it by the County for services which have not been provided or for which no satisfactory accounting has been rendered; or iii. In the event of any fraudulent representation by the Provider in an invoice or other verification required to obtain payment under this Agreement or other dishonesty on a material matter relating to the performance of services under this Agreement. iv. Nonperformance,incomplete service or performance, or failure to satisfactorily perform any part of the work identified in the Scope of Services or to comply with any provision of this Agreement, as determined by the County in its sole discretion. v. Failure to adhere to the terms of applicable county, state or federal laws, regulations, or stated public policy. b. In the event of default by the Provider, the county may elect to terminate this Agreement,in whole or in part and/or require the Provider to repay the funds within ten(10)business days from written notice of default. The County may (but shall not be required to) grant the Provider an opportunity to cure the default without termination of this Agreement. This clause shall not be interpreted to limit the County's remedies in law or in equity. 2 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 c. Notwithstanding the foregoing, either party may terminate the agreement at any time without penalty; provided that written notice of such termination is furnished to the other party at least 30 days prior to termination. In the event of such termination, any payment due shall be prorated to the date of termination and any unused funds shall be returned to the County within 10 days of termination. d. Any termination of this Agreement for default under this section that is later deemed to be unjustified shall be deemed a termination for convenience. 6. Insurance. a. General Requirements. The Provider shall purchase and maintain, during the period of performance of this Agreement,insurance: i. Worker's Compensation. For protection from claims under workers' or workmen's compensation acts; ii. Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury,including bodily injury, sickness, disease or death of any of the Consultant's employees or any other person and to real and personal property including loss of use resulting thereof, iii. Comprehensive Automobile Liability Insurance,including hired and non-owned vehicles,if any, covering personal injury or death, and property damage; and iv. Professional Liability Insurance, covering personal injury,bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Consultant or his agents, consultants and employees. b. Limits of Coverage: Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A - Statutory State NC& Coverage B -Employers Liability $500,000 each accident, disease policy limit and disease each employee • Commercial General $1,000,000 Each Occurrence Liability $2,000,000 Aggregate • Automobile Liability $500,000 Combined Single Limit • Professional Liability $1,000,000 Each Occurrence $2,000,000 Aggregate c. All insurance policies (with the exception of Worker's Compensation and Professional Liability)required under this Agreement shall name the County as an additional insured party and as a certificate holder. Evidence of such insurance and all correspondence shall be sent to: Orange County Risk Manager Post Office Box 8181 Hillsborough,NC 27278 3 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 d. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 7. Relationship of the Parties. Provider is an independent contractor of the County. Provider represents that they have or will secure, at his own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized and permitted under federal, state and local law to perform such services. 8. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, ordinances, orders and regulations of the federal, state or local governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted at any time following execution of this agreement. 9. Subcontract. The County and Provider deem the services provided under this Agreement to be personal in nature and Provider may not subcontract any rights or duties under this Agreement to any other party without prior written consent from the County. 10. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to any other party without the prior written consent of the County. 11. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or willful misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 12. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated at any time if such funds become unavailable. 13. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange County the parties hereto for themselves, their agents, officials, employees and servants agree not to discriminate in any manner of these basis of race, color, gender,national origin, age, handicap, religion, sexual orientation, familial status or veterans status with reference to any activities carried out by the grantee, no matter how remote. The parties hereto further agree in all respects to conform to the provision and intent of Orange County Civil Rights Ordinance, as amended. This provision is enforced by action for specific performance, injunctive relief, or other remedy as by law provided; this provision shall be binding on the grantees, the successors and assigns of the parties hereto with reference to the above subject manner. 14. Living Wage. Orange County is committed to providing its employees with a living wage and encourages agencies if funds to pursue the same goal. The County's living wage is $12.76 per hour. To the extent possible, Orange County recommends that The Community Empowerment Fund provide a living wage to its employees. 15. Notice. The Parties hereto agree and understand that written notice, mailed or delivered, to the last known address shall constitute sufficient notice to the County and the Provider. All notices 4 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 required and/or made pursuant to this Agreement to be given to the County and the Provides shall be in writing and mailed to the party addressed as follows: County: Finance &Administrative Services Provider: Community Empowerment Fund Orange County 108 Rosemary Street Post Office Box 8181 Chapel Hill,NC Hillsborough,NC 27278 27516 16. Entire Agreement. This Agreement, including any attachments or amendments, constitutes the entire Agreement between the parties and shall supersede, replace or nullify any and all prior Agreements of understandings; written or oral, relating to the matters set forth herein, and any such prior Agreements or understandings shall have no force or affect whatsoever on this Agreement. The County and Provider have read this Agreement and agree to be bound by all of its terms, and further agree that this Agreement constitutes the complete and exclusive statement of the Agreement between the County and Provider. 17. Severability. All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable,it shall have no effect on the other provisions of this Agreement. It is understood by the parties hereto that if any part, term or provision of this Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North Carolina or the United States, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 18. Governing Law. The laws of the State of North Carolina shall govern all aspects of this Agreement. In the event that it is necessary for either party to initiate legal action regarding this Agreement, venue shall lie in Orange County, North Carolina. The parties hereby waive their right to trial by jury in any action,proceeding or claim, arising out of this Agreement,which may be brought by either of the parties. 19. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF,the Orange County and the Provider have signed this Agreement, effective on the last date this Agreement is signed by both parties as indicated by the dates set forth under signatures below. For and on behalf of the Provider DocuSigned by: wESf 9/11/2015 fJid21445B-- Date Maggie west Printed Name For and on behalf of Orange County Government L—"w1&V'1q1Jftimersley,cuSigned by: 9/11/2015 County Manager Date 5 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 ATTACHMENT"A" Outside Agency Performance Agreement Scope of Services Agency Name: Community Empowerment Fund Program Name: Integrated Services Center Funding Award: $12,000 Outline how the agency will spend Orange County's funding award. Expense Description Amount Rent $12,000 Program Services For assistance with this or the following section, please reference the Exhibit A instructions and example, located within the contract and reporting memorandum.Outline the major activities the agency will employ to attain the Anticipated Outcomes below, by June 30,2016. See Attachment B, Integrated Services Center Information Sheet Anticipated Outcomes The Anticipated Results column must include quantifiable results in the form of number of persons/units served within Orange County,onlv(all Towns and municipalities).If you use percentages,you must also provide the total number of participants within that measure's description or for an earlier performance measure. Performance Measures Anticipated Results At least 125 members will gain employment 125 At least 40 households will transition into independent housing 40 At least 6 partner agency programs will engage in the pilot of the Integrated Services Center 6 At least 25 members will gain access to mental health services through the Integrated Services 25 Center DocuSigned by: Certified by: , Uit sf Title: Maggie west Date: 9/11/2015 96C92B63621445B... Community Empowerment Fund Orange County Outside Agency Performance Agreement Rev. 8115 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 (Provider's Signature) INSERT ATTACHMENT B HERE 8 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 LEASE r THIS LEASE(the"Lease")is made and entered into to be effective as of (the"Effective Date"), by and between Joseph Polcaro,("Landlord")and The CommunitV Empowerment Fund("Tenant"). ARTICLE I PREMISES, TERM;RENT,NOTICES-, DEPOSIT LOI Premises. The Landlord,for and in consideration of the rents,covenants,agreements and stipulations hereinafter mentioned,reserved and contained, to be paid, kept and performed by the Tenant, has leased and rented and by these presents does lease and rent, to Tenant, and Tenant hereby agrees to lease and take upon the terms and conditions which hereinafter appear, the building (the "Building") located at 108 W.Rosemary Street,Chapel Hill,North Carolina the"Premises' 1.02 Term. The term of this Lease (the "Term") shall begin on April 15, 2015 (the "Commencement Date"), and the Term shall end at 11:59 p.m. on April 14, 2017 unless sooner terminated as provided herein. Each twelve month period during the Term is referred to in this Lease as a "Lease Year". 1.03 Rent. The monthly Rent payment for each month during the Term is $2,000.00(the "Rent"). Monthly Rent installments are payable to Landlord in advance,beginning on the Commencement Date and continuing on or before the first day of every successive calendar month of this Lease (no weekend or holiday exceptions). Rent for any partial month will be prorated based on the number of days in the month. Tenant agrees to pay Rent to Landlord at the office of Landlord designated in section 1.04, or at such other place designated by Landlord. All Rent owed by Tenant to Landlord under this Lease shall bear interest from the date due until paid at the lesser of(i)four percent(4.0%)above the prime rate announced by Wells Fargo Bank(or its successor)from time to time,or(ii)the maximum lawful contract rate per annum. If Tenant shall fail to pay any Rent on or before the date five(5)days after the date such payment is due, Tenant (in addition to interest on such amount pursuant to the prior sentence) shall be obligated to pay a late payment charge equal to the greater of(i) $500.00 or(ii) four percent (4.0%) of such Rent payment that is past due. 1.04 Notices. Landlord: Joseph Polcaro Tenant: The Community Empowerment Fund 205 N. Columbia St. Attn:Maggie West Chapel Hill,NC 27514 108 W.Rosemary Street Chapel Hill,NC 27.514 1.05 Security Deposit. Tenant shall deposit $1,000.00 with Landlord upon execution of this Lease as a security deposit for the full performance by Tenant of his obligations hereunder. If Tenant fulfills all other provisions of this Lease, this security deposit will be used for any outstanding account balance and any damages sustained by Landlord as a result of Tenant's negligence, insofar as cleaning, repair and maintenance of the Premises is concerned,and the remainder of the security deposit shall be refunded to Tenant without interest,provided that Tenant's liability to Landlord for damages sustained by reason of his negligence shall not be limited to the amount of the security deposit. Nicotine stains or pet stains and odor due to cigarette/cigar/pipe smoke or pets are not considered normal wear and tear and DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 r associated charges will be deducted from Tenant's security deposit. Landlord is permitted to commingle the security deposit with other funds. ARTICLE Il USE AND CONDUCT 2.0I Use of Premises. Tenant shad use the Premises only for office use. No hazardous waste, F contaminants or other hazardous materials as those terms are defined under all applicable environmental statutes, laws, regulations, rules or ordinances of all Federal, State or local government authorities, have been or will be disposed of by the Tenant, or discharged or in any way released unto the Premises by the Tenant. 2.42 Laws, Waste -Nuisance. Tenant covenants that it will comply with all restrictive covenants and easements affecting the Building, if-any, and governmental laws, ordinances, regulations, and requirements, now in force or which hereafter may be in force, of any lawful governmental body or authority having jurisdiction over the Premises and shall save Landlord harmless from penalties, fines, F costs,expense or damages resulting from failure to comply with the provisions herein. r'. 2.03 Parkinu. Tenant shall have the use of three(3)parking spaces located directly to the rear of the Building. 2.04 Pets. Tenant shall not keep any pets on or in the Premises. 2.05 Windows and Roof. Tenant shall not place or display any poster, sign, flag, or other item in any window without prior written permission of Landlord.Tenant shall not place,attach,or display any item on or to the exterior of the Building. Tenant is not permitted on the roof of the Building. 2.06 Smoking. There shall be no smoking in the Premises, no open flames and no burning of any substances or, including but not limited to candles, incense,and kerosene lamps. ARTICLE III MAINTENANCE OF PREMISES; IMPROVEMENTS 3.01 Maintenance. Tenant, at its sole cost and expense, shall maintain and keep the interior of the Premises clean and tidy at all times. Tenant is responsible for maintaining, repairing and replacing any of the Tenant Improvements and any storefront plate glass. Repairs required because of damage caused by Tenant shall be charged to tenant as additional Rent. Tenant agrees to return the Premises to the Landlord at the expiration of this Lease in as good a condition and repair as the Premises is in at the date of the commencement of this Lease,normal wear and tear excepted. 3.02 Alteration and Improvements. All changes, alterations or additions to the Premises must be approved in advance by the Landlord in writing, including Tenant Improvements,and shall be made at Tenant's expense. Landlord's written consent for a specific alteration or improvement shall not constitute consent for any other alteration or improvement. ARTICLE IV UTILITIES; SERVICES 4.01 Tenant's Res onsibili . Tenant shall be solely responsible for, maintain in its name,and shall pay all charges for connection and usage (including deposits and applicable taxes, if any) for any utility services supplied to Tenant or to the Premises during the term hereof, provided, that if a separate 2 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 s_ meter does not exist to serve the Premises, Landlord may elect to install submeters, in which case Landlord will bill Tenant for Tenant's use and Tenant shall Landlord pay such invoice as additional Rent. Tenant is responsible for its janitorial service. 4.02 Supply and Capacity. Landlord shall not be liable in the event of any interruption in the supply of any utility service to the Premises. 4.03 Trash and Recycling. Tenant shall be responsible for placing all trash and items to be recycled in the receptacles designated by the Town of Chapel Hill and/or Landlord. ARTICLE V INSURANCE 5.01 Insurance. Landlord does not carry any insurance for the benefit of Tenant. Should Tenant choose to insure his personal property, he alone is responsible for obtaining property insurance. Tenant's liability insurance policy shall name Landlord and any person, firms or corporations designated by Landlord and Tenant as additional insureds, shall contain a clause that the insurer will not cancel or change the insurance without first giving the Landlord twenty (20) days prior written notice, and shall waive rights of subrogation against Landlord. Tenant shall also carry worker's compensation insurance as may be required by law. Prior to taking possession of the Premises,Tenant shall deliver to Landlord a copy of the policy or a certificate(s)of insurance to evidence the coverages required hereunder. 5.02 Indemni1y. Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, damages, counsel fees, fines, penalties, clean-up and remediation costs, liability and expense in connection with loss of life,personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, their guests, agents, contractors, employees, servants, lessees or concessionaires, including but not limited to, materialmen's liens and/or any environmental contamination of the Premises, where such liability arises under any applicable federal, state or local statute, law, rule, regulation or ordinances. In case Landlord shall; without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by Landlord in connection with such litigation. 5.03 Liquor Liability. Tenant shall not serve alcoholic beverages on the Premises. ARTICLE VI Early Termination 6.01 Earrly Terminatian by Landlord. Landlord has informed Tenant that Landlord may require Tenant to vacate the Premises prior to the natural expiration of the Term. Tenant hereby agrees that upon receipt of sixty (60) days advance written notice from Landlord to Tenant (the "Termination Notice"),Landlord may terminate the tenancy created hereby in which case this Lease shall become null and void and of no further effect. Tenant agrees to surrender the Premises to Landlord as provided in Section 8.02 on or before the 60`i' day following the date of the Termination Notice without any further action on the part of Landlord. In consideration for Tenant's agreement hereunder to terminate the lease and vacate the Premises prior to the natural expiration of the Term upon its receipt of the Termination Notice,Landlord shall pay to Tenant the sum of Six Thousand and 00/100 Dollars($6,000.00)on the date Tenant surrenders the Premises to Landlord, which such surrender shall in no event be later than the 60`1' day following the date of the Termination Notice(the"Termination Fee"). Landlord shall be entitled to deduct any amounts due from Tenant hereunder from the Termination Fee if any such sum remains 3 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 r unpaid as of the date of termination. Except for claims related to nonpayment of the Termination Fee, Tenant hereby waives any and all claims and causes of action whatsoever that it may have against Landlord as a result of the early termination of this Lease as provided in this Section 6.01 and shall not require any.judieial action or determination whatsoever prior to vacating the premises as provided herein. ARTICLE VII ASSIGNMENT:GROUND LEASE 7.01 Assignment, Sublet. Tenant may not sublet the Premises and may not assign, transfer, mortgage, or otherwise encumber this Lease or any interest of Tenant herein, in whole or in part, without the prior written consent of Landlord. Any such assignment or sublease is voidable at the sole election of Landlord. ARTICLE VIII PERSONAL PROPERTY, SURRENDER OF PREMISES 8.01 Personal Property. All personal property and furnishings belonging to Tenant at the commencement of the Term shalt remain the property of Tenant and, subject to section 8.03, be removable at any time. Tenant shall promptly, and at his own expense,repair any damage to the Premises in removing any such property. 8.02 Surrender. Tenant shall, upon expiration of the Term, or any earlier termination of this Lease for any cause, surrender all keys to the Premises in possession of Tenant to Landlord at the place then fixed for the payment of rent. Upon expiration or termination of this Lease,all permanently affixed alterations and fixtures,improvements and other additions which may be made or installed by either party to,in, upon or about the Premises, including Tenant Improvements, shall be the property of Landlord,and shall be surrendered to Landlord by Tenant without any damage, injury or disturbance thereto or payment therefor. Alternatively, Landlord may require Tenant to remove any alterations made by Tenant, and require Tenant to restore the Premises to the condition they were in upon the Commencement Date, normal wear and tear excepted. 8.03 Removal of Personal Property. In the event Tenant fails to remove Tenant's furnishings at the termination of this Lease, whether by default or otherwise, such property shall be deemed abandoned and Landlord may enter the Premises and remove all such property. All such property shall, at Landlord's option,become the property of Landlord,and sold or otherwise disposed of, in which event the proceeds of such sale or other disposition shall belong to Landlord. ARTICLE XIV DEFAULT 9.01 Default. If default shall be made in the payment of the Rent,or any installment thereof or default shall be made in the performance of any of the other covenants or conditions which Tenant is required to observe and perform hereunder, or if the interest of Tenant in this Lease shall be levied on under execution or other legal process, or if Tenant shall abandon the Premises during the term of this Lease, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease, and thereupon may terminate this Lease, or merely terminate Tenant's possessory rights, and at its option may exercise any and all other remedies Landlord may have at law or equity to remove Tenant and recover all sums owed to Landlord by Tenant under this Lease (which shall include Landlord's reasonable attorney fees and costs, and court costs). Landlord shall only be required to provide notice of Tenant's default to Tenant when required by law. As additional security for the performance of Tenant's obligations hereunder, Tenant hereby grants Landlord a security interest on his 4 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 t all its personal property within the Premises at any time, and Tenant authorizes Landlord to file a UCC-1 Financing Statement with the North Carolina Secretary of State to perfect such security interest. ARTICLE X TENANT IMPROVEMENTS 10.01 Tenant Improvements. Tenant,at its sole cost and expense,shall be permitted to upfit the Premises(the"Tenant Improvements")subject to Landlord's prior written approval of Tenant's plans and specifications. Tenant shall be responsible at Tenant's cost for obtaining all applicable permits and the certificate occupancy for the Premises. Tenant shall pay any and all contractors performing the Tenant Improvements in a timely manner and shall not permit any contractor's or materialmen's lien to be placed on the Premises. If any contractor files a lien against the Premises it shall be deemed a material breach and default of this Lease by Tenant. At the request of Landlord, upon termination or surrender of this Lease, Tenant shall assign to Landlord all plans, permits, certificates of occupancy and warranties pertaining to the Tenant Improvements. It is understood and agreed that Tenant will perform certain initial work as set forth on Exhibit A attached hereto and incorporated herein by reference. 10.02 S_ignage. Tenant signage is subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld. Tenant signage shall be in compliance with all applicable law and shall be at Tenant's sole cost. ARTICLE XI MISCELLANEOUS 11.01 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of an amount less than is due hereunder shall be deemed to be other than payment towards or on account of the earliest portion of the amount then due, nor shall any endorsement or statement on any check or payment(or in any letter accompanying any check or payment) be deemed an "accord and satisfaction" (or payment in full), and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such amount or pursue any other remedy provided herein. 11.02 Remedies Cumulative, No remedy herein or otherwise conferred upon or reserved to Landlord or Tenant shall be considered exclusive of any other remedy, but the same shall be distinct, separate and cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease to Landlord or Tenant may be exercised from time to time as often as occasion may arise, or as may be deemed expedient. No delay or omission of Landlord or Tenant to exercise any right or power arising from any default on the part of the other shall impair any such right or power,or shall be construed to be a waiver of any such default or an acquiescence thereto. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing and signed by Landlord and the acceptance of rent by Landlord shall not be deemed a waiver. 11.03 Landlord's Entry. Landlord shall have the right to enter upon the Premises at all reasonable times for the purposes of inspection, maintenance, repair and alteration and to show the same to prospective tenants or purchasers. 1 1.04 Holding Over. The parties agree thal any holding over by Tenant after the expiration of the Term and without the written consent of Landlord shall be a tenancy at will which may be terminated by Landlord on 30 days' notice in writing to Tenant. It is expressly agreed by the parties that the Rent for any holdover period will be 100% of the Rent amau t at the expiration of the Term, and that all other terms and conditions of this Lease shall remain in effect. DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 11.05 Nature and Extent of Agreement, This instrument contains the complete agreement of the parties regarding the terms and conditions of the lease of the Premises,and there are no oral or written conditions, terms, understandings or other agreements pertaining thereto which have not been incorporated herein. This instrument creates only the relationship of Landlord and 'Tenant between the parties hereto as to the Premises;and nothing herein shall in any way be construed to impose upon either , party hereto any obligations or restrictions not herein expressly set forth. The laws of the State of North Carolina shall govern the validity, interpretation,performance and enforcement of this Lease. 11.06 Force Maieure. In the event that Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act required hereunder(other than the payment of rent by Tenant) by reason of strike, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws, regulations, orders or decrees, riots, insurrection, war, acts of God, inclement weather, or other reason of like or unlike nature or cause beyond Landlord's or Tenant's control, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay;provided, however,the term of this Lease shall not be extended. 11.07 Partial Invalidity. If any term, covenant, or condition of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law. 11.08 Recording. Tenant shall not record this Lease or any memorandum thereof without the prior written consent of Landlord. 11.09 Number and Gender. The use herein of a singular term shall include the plural and use of the masculine, feminine or neuter genders shall include all others as required by the context. 1 1.10 Time of Essence. Time is of the essence as to all terms and conditions of this Lease. 1 1.11 Binding Effect. This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 11.12 Notices. Unless otherwise specifically set forth in this Lease, any notice required to Landlord or Tenant by the terms of this Lease shall be deemed given and received on the date of the mailing of such notice in writing to the Landlord or Tenant, as the case may be, provided such notice is transmitted by certified or registered mail, return receipt requested, postage prepaid, or by overnight delivery, and addressed to the party due such notice as shown under section 1.04 hereof, or such other address as either Landlord or Tenant may give in writing to the other for such notices. 11.13 Tenant's Acceptance of Premises. By executing this Lease, Tenant is representing that he has inspected the Premises or had ample opportunity to inspect the Premises, that the Premises is tenantable,and that Tenant accepts the Premises pursuant "as is". 11.14 Captions. The captions and headings in this Lease are intended to be used only for convenience of reference and shall not be used in the interpretation of this Lease. 11.15 Brokers. Landlord and Tenant each represent and warrant to the other that it will not owe broker any commission as a result of the execution of this Lease The parties each agree to indemnify 6 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 n EXHIBIT A Tenant imprQvements Tenant shall be permitted to make the following Tenant Improvements utilizing Self-Help Credit Union's internal contractor,who has reviewed the building and has recommended following repairs to be carried out under his guidance: • Main Room • Remove/cover over grey half-lamps and light fixtures • Remove exposed wires in back right corner • Street Facing Exterior: • Repairing/Replacing Broken Window • Scraping/Repairing Wood surfaces and re-painting white. • Repairing collapsed brick wall • Front Door: o Replacing existing deadbolt/locks o Adding an additional deadbolt. • Back Door: • Replacing window door with a solid door with a peephole • Replacing existing deadbolts. • Hallway o Adding a light fixture where there are currently exposed wires. • Sink Closet: o Removing Sink fixtures • Utility Closet: o Building a wooden box to protect/house all electrical equipment. • Room 1 (the smaller of the two back rooms) • Building a box to cover over extended plumbing fixtures • Adding Molding/and painting this box to match the walls. • Room 2 (the larger of the two back rooms) o Take out the sink and remove extended plumbing fixture. • Interior Building: • Spackling over holes and Painting • Installing Security Cameras and Alarm System*. *The Security Cameras and Alarm System are considered Tenant's trade fixtures and will be removed at Tenant's sole cost and expense upon termination of the Lease provided such removal can be accomplished without damaging the Premises. All other Tenant Improvements will remain on the Premises following termination of the Lease and shall become the property of Landlord. 8 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 r and hold the other harmless for and from any loss, claim or damage resulting from any breach of this broker representation. IN WITNESS WHEREOF,the parties hereto have executed this Lease under seal as of the day and year first above written. LANDLORD TENANT $y: (Seal) The Commum Empowen ent hund Nam ,°ose h Polcaro Sign Name: acs_- (Seal) Date: - ©!� Print Name: Title; Co -CA4(4 Goavot k6 Duce Date: 4 -r 7 DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 ATTACHMENT "C" Orange County Certifications—FY 2015-16 Outside Agency Performance Agreement Chief Contact,Administrators, Chief Executive Officer and Chief Financial Officer I certify that I have provided a list of the chief contact, administrators, chief executive officer and chief financial officer for my agency with this Agreement and that I will keep it current to the County of Orange. The list should be in writing with the name, title,residential address;phone and email address and if possible, fax number. Officers and Board of Directors I certify that I have provided a current list of the Officers and Board of Directors with this Agreement and that we will continue to update the list as changes occur. The list should be in writing,with the name, physical address,mailing address and if possible,phone, fax and email address. Budget Submission I certify that I have provided a budget for the period to be covered by funding Orange County, and that any substantive changes made to this budget have been in advance authorized in writing by Orange County. Annual Financial Review I certify that I have provided a copy of the latest annual Financial Review for our agency and the budget adopted by the agency for the fiscal years encompassing this Agreement. If not,please explain on a separate sheet of paper. Alignment with Organization's Mission I certify that the programs and services for which this funding is requested align with the mission of the organization. Intended Purpose I certify that the funds provided to the agency under the terms of this Agreement will be used for a public purpose and shall only be used for the purposes intended and any money not used for those purposes will be promptly returned to Orange County. -DocuSigned by: Certified by: t' we'sf Title: Maggie west Date: 9/11/2015 �VW'Signature) 9 85066 MIM �„ m9d P" Mph � ar w ocu ign Envelope 1 i Tr r R O INFO MA110 ON III AND CONFERS NO RIGHTS UPON THE CERT11FPCATE, HOLDER.TCCCS .... _ CAE I IR ASE DOES NOT AFIRRMATWIELY I NEGATIVELY AMEND,EXTEND LT THE GE AFFORDE'.9C",��� Y THE POLICIES RE LOW,O THIS C CCU CCATE �F C kYRAN A DO(, NOT C"DNS C$111 T CONTRACT BETWEEN THE ISSUING INSURER(s), rUTC I REPRESEN"I'ATIVE OR PRODUCER,AND 111E CERTIFICATE wx DlER, u r .. .. _. ... rernn In condifio�are of the ofr "per° rur CC�cEewE nre Ise rrrEO�arlrw (h . µ'f ��U� ROGATI NII WAIVED,subject to they. pd ' C G P CC Cdre r"earC'Cfrc rCe raroF4�em enCNrCI C Care oCC CIe errorrrerr N nciorsimminl rrUMrnrenr on this coar°fifrcebp doles not corwf or^Hghts to the c CrcatP li0Wer rrr N�eo r Such cn+ or"eenkent(s). amn,nua=lca _ _ d 0 6 1r ry V11 � C I _n V4 kMrrn r'e VN`;G�f i�rJ1 e y y ' .._ .. .... 1 P b JbY ff rr I� r J F. 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N ,,.0 W il r rW V llEgl(1,o'd,L ,,.. f% Mr 1 f a lYl1 u��rdo4 ",14 fl llW MMf t,(:4W;aM III JV,G &rJ rmT ”Ar8'PONS'1,(X°ANEW4,Vlro+"x HK' I ,"„1NrEd,'4t0ll,9r.a'SrruEOnan,kj"I RgplllmuE+%Via,^,N7imamEt�Unw"agPory k,rvmnaalCknyw.'%iGnadbarmrewiNduprtadro.wm&roM.,.0°wma�... r dwmtlp l CERTIFICATE IWHOL,DE _ . ,,,, b" �,NIp .......... ... .. .. ......... ,,,,,...,_. OMA C4N V' �VB rlVm c '.�" �.. VVv M,d� r'ar�Fq�r� N � � �'uNM �F� �dlpNnQ fl � `.u�N�.F �..Y R& UC AG RM�CCPCC RR C 4 ".7"', TIN lPO II Nqw,"� 1Ra'�4"'O�.a()NHS E„~�u~�rrro4>r>I E.��r� jFjojArr _ . ,,J Tr( l .r I r � ' roM r MPII; m" (r1� C OR ( C C l) The AC ORD nairne artid R l are riled marks of DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 r COMMEMP OP ID: LH DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 08/12/2015 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). CONTACT PRODUCER Phone: 919-682-4814 NAME: Lee Hammond The Sorgi Insurance Agency Fax:919-682-4906 PHONE 919-682-4814 FAX No: 919-682-4906 16 Consultant Place Suite 102 ,vc No Ext Durham, NC 27707 A DRESS: lee@sorgiinsurance.com E.Sorgi,CIC INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Erie Insurance Exchange 26271 INSURED Community Empowerment Fund INSURER B: 108 W. Rosemary St. Chapel Hill,NC 27516 INSURER C: INSURER D INSURER E 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE ( RENTED PREMISES S Ea occurrence) $ CLAIMS-MADE 1:1 OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO- LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER Y/N A ANY PROP RIETOR/PARTN ER/EXEC UTIVE Q921100539 08/11/2015 08/11/2016 E.L.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? � N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. 200 S. Cameron St. Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD r DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 CUNA MUTUAL GROUP 0320627-0 293489-002 CUMIS Insurance Society,Inc. Home Office: Administrative Office: 2000 Heritage Way 5910 Mineral Point Rd Waverly,IA 50677 Madison,WI 53705 DECLARATIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE POLICY. DEFENSE COSTS ARE INCLUDED WITHIN THE f ANNUAL AGGREGATE LIMIT OF LIABILITY.ANY DEDUCTIBLES SHALL APPLY TO DEFENSE COSTS. READ THIS POLICY CAREFULLY. The effective date of these Declarations begins at 12:01 a.m. on 09/29/2014 for the Coverage, Annual Aggregate Limit(s) Of Liability and Deductible(s) shown below. These Declarations supersede any previous Declarations. Reason for new Declarations: r Renewal i' ITEM 1. INSURED ORGANIZATION Policy No: 293489-002 Self-Help Credit Union PO Box 3619 Durham NC 27702 3619 ITEM 2. POLICY PERIOD begins 09/29/2014 at 12:01 a.m. and expires 09/29/2015 at 12:01 a.m. ITEM 3. COVERAGE i If "no coverage" is shown opposite (A) (B) (C) 1= any coverage below, that coverage is Coverage Coverage Is Part Of Per not provided and is deleted from this Annual Aggregate Policy Annual Aggregate Claim Policy. Limit Of Liability Limit Of Liability Deductible Management Liability $1,000,000 Individual Included No $0 Reimbursement Included No $50,000 Entity No Coverage N/A N/A Employment Practices Liability No Coverage N/A N/A r Fiduciary Liability No Coverage N/A N/A ITEM 4. POLICY ANNUAL AGGREGATE LIMIT OF LIABILITY N/A i SCM 09/30/2014 MPL 000107 13 CUMIS Insurance Society, Inc. Page 1 of 3 r i DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 DECLARATIONS i MANAGEMENT & PROFESSIONAL LIABILITY POLICY ITEM 5. EXTENDED REPORTING PERIOD Additional Annual Premium: 100% Additional Period: 12 Months ITEM 6. ADDITIONAL INSUREDS (A) (B) (C) Insureds Subject to Annual Are Included Annual Aggregate Aggregate In Sub-Limit Of Sub-Limit Of This Policy Liabili Liabili Management Liability Employees And Leased Employees Yes No N/A Employment Practices Liability Employees And Leased Employees N/A N/A N/A Independent Contractors N/A N/A N/A Fiduciary Liability Employees And Leased Employees N/A N/A N/A ITEM 7. PRIOR OR PENDING LITIGATION Date Management Liability Individual 09/29/2013 Reimbursement 09/29/2013 Entity N/A Director And Officer Umbrella N/A Employment Practices Liability N/A Fiduciary Liability N/A Enhanced Defense Reimbursement N/A i r hFF I [t f SCM 09/30/2014 MPL 000107 13 CUMIS Insurance Society, Inc. Page 2 of 3 i DocuSign Envelope ID: D09F6D26-5288-40CE-99DB-DBA8FE0850B6 DECLARATIONS MANAGEMENT & PROFESSIONAL LIABILITY POLICY ITEM 8. ENHANCED COVERAGES (A) (B) (C) Enhanced Coverage Part of Coverage Per k Annual Aggregate Annual Aggregate Claim Limit Of Liabili ty Limit Of Liability Deductible Management Liability Investigative Costs No Coverage N/A N/A I` Outside Director Liability $1,000,000 Yes $0 Director And Officer Umbrella No Coverage N/A N/A Director And Officer ID Theft— No Coverage N/A N/A $7,500 Limit Per Director or Officer u Employment Practices Liability k Fair Labor Standards Act No Coverage N/A N/A Enhanced Defense Reimbursement No Coverage N/A N/A Terrorism Risk Insurance Act Coverage Waived Total Annual Premium $3,230.00 The following forms along with these Declarations complete this Management & Professional Liability Policy. j Countersignature (Where Required) k i `r r; I^ f i5 SCM 09/30/2014 MPL 000107 13 CUMIS Insurance Society, Inc. Page 3 of 3