HomeMy WebLinkAbout2021-338-Child Support-Charlene Y. Armstrong, Attorney-CS Legal Services DocuSign Envelope ID:OC3729C3-3733-4656-937D-841CO8CE1341
[Departmental Use Only]
TITLE ATTY CONTRACT
FY 2022
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of
July, 2021, ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and The Law Office of
Charlene Y. Armstrong, PLLC Attorney at Law, (hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type ofproject): Legal Services related to Child Support Enforcement
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
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quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns in the performance of the Agreement. Provider shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes or
conflicts at no additional cost to the County.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
vi) In determining the Basic Services to be provided, should any documents be
referenced in this Agreement, the terms of this Agreement shall have priority in
any conflict between the terms of referenced documents and the terms of this
Agreement.
vii) Should this Agreement involve project designs, the construction or creation of
which is to be bid out and/or fulfilled by other contractors, and bidding or
negotiation with contractors produce prices which, when added to the other
elements of the approved total project cost, produce a cost that is in excess of the
approved total project cost, the Provider shall participate with the County in
negotiation and design adjustments to the extent such are necessary to obtain
prices within the approved total project cost. All activity of the Provider with
respect to these matters shall constitute Basic Services and shall be performed by
the Provider without additional compensation. If negotiation and design
adjustments fail to bring costs within the total project cost the County may reject
all bids and Provider will redesign and/or reduce portions of the project in an
effort to reduce the bid prices to within the total project cost and rebid the project.
One such redesign is included within Basic Services. If this second letting for
bids does not produce bids that are within the approved total project cost initially
or after negotiations with the contractor the cost is not reduced to an amount
within the total project cost, the Provider is not obligated to engage in further
redesign.
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3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Basic Services to be provided as described
pursuant to the terms and conditions set out in Exhibit 1 attached hereto.
4. Duration of Services
a. Term. This Agreement shall begin on the Commencement Date and shall continue
month to month for up to one calendar year from the Commencement Date subject to the
termination provisions herein.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2021.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services satisfactorily (as
determined by the County) performed pursuant to this Agreement. The maximum
amount payable for Basic Services shall not exceed Ten Thousand Dollars ($10,000).
Payment for satisfactorily performed Basic Services shall become due and payable
within thirty (30) days of Provider properly invoicing County. Payment shall be subject
to provisions of Section 5(b).
b. Disputes. In 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 on an invoice
until the parties resolve the dispute. Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Erica Bryant) to act as the
County's representative with respect to the Project and shall have the authority to render
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decisions within guidelines established by the County Manager and/or the County Board
of Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any
additional insurance as may be required by County's Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing division/contracts.php). If
County's Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of Professional liability insurance. Automobile
insurance as described in this Section is waived. (if no additional insurance required
mark N/A as being not applicable). Provider shall not commence work until such
insurance is in effect and certification thereof has been received by the County's Risk
Manager.
8. Indemnity
a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without
limitation, to defend, indemnify and hold harmless the County from all loss, liability,
claims or expense, including attorney's fees, arising out of or related to the Project and
arising from property damage or bodily injury including death to any person or persons
caused in whole or in part by the negligence or 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 provision to require the Provider to indemnify the County to the fullest
extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days' prior written notice to
the Provider.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
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c. Compensation After Termination.
i) In the event of termination the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii) Should this Agreement be terminated the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
iii) In the event of termination the Provider shall work to and cooperate in the
seamless transition to another attorney any cases on which the Provider is
providing Basic Services at the time of termination.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider 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.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County's convenience and without penalty to County upon three (3) days' notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable
local, state, and federal laws, rules, and regulations including but not limited to all state
and federal non-discrimination laws, policies, rules, and regulations and the Orange
County Non-Discrimination Policy and Orange County Living Wage Policy(each policy
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is incorporated herein by reference and may be viewed at
hqp://www.oran eg countync._o�partments/purchasing division/contracts.php.) Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
e. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
f. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
g. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of
County's obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability and non-appropriation of public funds. 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 Provider
of such limitation or change in County's legal authority.
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i. Si ng atures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 11A and Article 40 of North Carolina General Statute Chapter 66.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider's Name
Attention:Erica Bryant Charlene Y. Armstrong
P.O. Box 8181 P.O. Bos 5754
Hillsborough,NC 27278 Greensboro,NC 27435
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID:OC3729C3-3733-4656-937D-841CO8CE1341
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
DocuSigned by: DocuSigned by:
EQF;17QQ4A7q
By: By: rnnoaZ5ZaC2anna
Bonnie Hammersley, County Manager
6/29/2021 Charlene Y. Armstrong, Attorney
Printed Name and Title 6/28/2021
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DocuSign Envelope ID:OC3729C3-3733-4656-937D-84lCO8CE1341
ORANGE COUNTY—DEPARTMENT USE ONLY
Party/Vendor Name: Charlene Y. Armstrong, Attorney Party/Vendor Contact Person: C. Armstrong Contact
Phone: 336 617 2431 Party/Vendor Address: P.O. Box 5754 City Greensboro State:NC Zip: 27435 Department:
CS Amount: $10,000 Purpose: CS Legal Services Budget Code(s): 1044002063400 Vendor#N/A (N/A if new
vendor) Vendor is a BOCC consultant? Yes ❑ No❑ Contract Type: (Check one) New ® Renewal ❑
Amendment ❑ Effective Date 07/01/2021
Approved by Board Yes❑No❑ Agenda Date:
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
cDocuSignedssby: ��77
Department Director's Signature Date: 6/28/2021
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficiency o ugnr"Estmdards,specifications,and requirements:
&A, rbvvu& 6/28/2021
Office of the Risk Management Officer Fg17RAnnAG8 Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act: IL;14cc
ned by:
Office of the Chief Financial Officer Date: 6/29/2021
Legal Services
This agreement is approved as to 1 FmfiUMPKufficiency:
, bIA ln, pbt*V s 6/29/2021
Office of the County Attorney V Date:
EAA3D33 EDSA84C5...
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
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DocuSign Envelope ID:OC3729C3-3733-4656-937D-841CO8CE1341
EXHIBIT 1
1. Provider, upon reasonable notice, is to be available for consultation, legal advice,
and for representation as requested by the Orange County Child Support Enforcement Department
("Department') on legal matters arising from the duties of the County under Article 9 of Chapter 110
of the North Carolina General Statutes, Title IV-D of the Social Security Act, and the federal
regulations lawfully promulgated pursuant thereto.
2. Provider is the secondary attorney for the Department. As the secondary attorney for
the Department Provider shall appear in court and represent the County in all Department matters in
which the primary attorney is unavailable due to a conflict of interest. Provider shall not delegate
such responsibilities to other attorneys employed by the Provider. If the secondary attorney has a
conflict of interest under the Rules of Professional Conduct governing attorneys the secondary
attorney shall notify the primary attorney and Department staff within ten (10) days of discovering the
existence of the conflict.
2.a. For the month July 2021 the Provider shall be assigned all Department
matters contemplated herein pending the employment of a full time attorney to cover
the primary attorney responsibilities for the Department save and except Department
matters occurring on July 16, 2021. For the month of August 2021 provider may be
assigned all Department matters contemplated herein. Upon the retention of the
primary attorney the Provider shall work with the primary attorney and the
Department to ensure a smooth transition of legal services to the Department. It is
anticipated this transition will occur in August 2021. Once the transition is complete
the Provider will continue to provide secondary attorney services as contemplated
herein.
3. Provider agrees to comply with all applicable laws, rules, and regulations, and more
specifically with the requirements of Article 9 of Chapter 110 of the North Carolina General Statutes,
1
DocuSign Envelope ID:OC3729C3-3733-4656-937D-841CO8CE1341
Title IV-D of the Social Security Act, and the regulations promulgated pursuant thereto relating to the
performance of the Department's legal services including, but not limited to, maintaining such
records as are required by County, to make said reports available for federal or state audit, if
required, and to make financial, statistical and program progress reports as are required. Provider
shall maintain accurate records of time spent on work provided under this Agreement and shall
provide such records to the County upon County's request.
4. For the services under this Contract, County agrees to pay Provider One Hundred
and No/100 Dollars ($100.00) per hour for each hour spent providing legal services to the
Department. The payments herein shall encompass all expenses, including but not limited to, those
for salary, supplies, office space, heating and maintenance for office space, telephone service, long-
distance telephone calls and travel. County agrees to pay all court costs and filing fees that are
required to be paid in conjunction with services provided by Provider under this agreement. Court
costs and filing fees advanced by Provider on behalf of County shall be reimbursed to Provider.
2
DocuSign Envelope ID:OC3729C3-3733-4656-937D-841CO8CE1341
III LAWYERS LIABILITY INSURANCE 1001 Winstead Drive,Suite 285 I Cary, North Carolina 27513
COMPANY OF Post Office Box 1929 I Cary, North Carolina 2 75 1 2-1 929
MUTUALNORTH CAROLINA 919.677.8900 1800.662.8843 1 www.lawyersmut"ainc.com
Declarations
THE LAW OFFICE OF CHARLENE Y ARMSTRONG Location:
PO Box 5754 301 N. Elm Street Suite 266
Greensboro, NC 27435 Greensboro, NC 27401
Policy Number: 32638-LPL-06
Policy Period: 05-16-2021 to 05-16-2022
12:01 A.M. Standard Time at the address of the Named Insured stated herein.
Prior Acts Date of May 16, 2016
Named Insured:
Limits of Liability: A. $100,000 A. Applicable to any claim or one or more related
claims.
B. $300,000 B. Aggregate limit of the Company's liability for all
damages and claims expenses without regardto the
number of Insureds, Extended Reporting
Endorsements,claims,suits, or claimants.
Deductible: C. $2,500 C. See INSURING AGREEMENT VI. Deductibleand
(including claims expenses) Limit of Liability.
Premium: $1,239.00
Endorsement Attachments:
012 052 069
In witness whereof, Lawyers Mutual Liability Insurance Company of North Carolina has caused this Policy to be signed by its President and countersigned
by a duly authorized agent of the Company.
e
` AuLlt{Fririvl A
Pre ident
Lawyers Professional Liability Policy (This is a Claims-Made and Reported Policy. Defense costs are a part of the
Policy Limits and reduce the amount available to pay losses. You should read your Policy for a complete
understanding of its Terms, Conditions &Coverages).
(09/01/2018) PolicyForm
DocuSign Envelope ID:OC3729C3-3733-4656-937D-841CO8CE1341
III LAWYERS LIABILITY INSURANCE 1001 Winstead Drive, Suite 285 I Cary, North Carolina 27513
COMPANY OF Post Office Box 1929 I Cary, North Carolina 2 75 1 2-1 929
MUTUALNORTH CAROLINA 919,677.8900 1800,662.8843 1 www.lawyersmutualnc.com
Insured Listing / Prior Acts Date Endorsement
This Endorsement, effective 12:01 A.M. on May 16, 2021 forms a part of Policy No. 32638-LPL-06 (the
"Policy") issued by LAWYERS MUTUAL LIABILITY INSURANCE COMPANY OF NORTH CAROLINA and
applies to THE LAW OFFICE OF CHARLENE Y ARMSTRONG (the "Named Insured")
It is hereby understood and agreed that as to each Insured listed below, this Policy shall not apply to
such Insured's act(s) or omission(s), or series of related act(s) or omission(s), occuring or beginning
prior to the date listed individually for each Insured below ("Prior Acts Date")
All Policy provisions, terms, exclusions, and conditions, except as provided otherwise in this
Endorsement, remain in full force and effect.
Name LicensingState tate License Prior Acts Date
or Other Number
1 CHARLENE Y ARMSTRONG NC 23757 05-16-2016
1ulliorLzcd AgErf
END #: 012 (08/01/2015) AttyListPALE
DocuSign Envelope ID:OC3729C3-3733-4656-937D-841CO8CE1341
LAWYERSLIABILITY INSURANCE 1001 Winsteac! Drive,Suite 285 Cary, North Carolina 27513
COMPANY OF Post Office Box 1929 I Cary, North Carolina 2 75 1 2-1 929
MUTUALNORTH CAROLINA 919.677.8900 1800.662.9843 1 www.lawyersmut"aine.com
Endorsement Excluding Legal Services Not Provided for the
Named Insured Law Firm
This Endorsement, effective 12:01 A.M. on May 16, 2021 forms a part of Policy No. 32638-LPL-06
(the "Policy") issued by LAWYERS MUTUAL LIABILITY INSURANCE COMPANY OF NORTH CAROLINA
and applies only to THE LAW OFFICE OF CHARLENE Y ARMSTRONG (the "Named Insured") and
amends the Policy as follows:
This Policy shall not apply to the rendering of or failure to render legal services by an Insured
unless the act(s) or omission(s) in the rendering of or failure to render legal services were within
the scope of and in furtherance of duties for the Named Insured. This Endorsement shall not apply
to any lawyer named in Endorsement#012 for act(s) or omission(s) on and after the prior acts date
and before the date of employment by the Named Insured.
For purposes of this Endorsement, act(s) or omission(s) in the rendering of or failure to render
gratuitous legal services for those who are referred by a legal services office qualified for funding
by the Federal Legal Services Corporation or sponsored by the North Carolina Bar Association shall
be deemed to be within the scope of and in furtherance of duties for the Named Insured.
All Policy provisions, terms, exclusions, and conditions, except as provided otherwise in this
Endorsement remain in full force and effect.
1ut11{rrLzA.,d Agalf
END #: 052 (08/01/2015) LegalSvcs
DocuSign Envelope ID:OC3729C3-3733-4656-937D-84lCO8CE1341
III LAWYERS LIABILITY INSURANCE 1001 Winstead Drive,Suite 285 1 Cary, North Carolina 27513
COMPANY OF Post Office Box 1929 I Cary, North Carolina 2 751 2-1 929
MUTUALNORTH CAROLINA 919.677.8900 1800.662.8843 1 www.lawyersmutuainc.com
Financial Fraud Exclusionary Endorsement
(Real Estate with Safe Harbor)
This Endorsement, effective 12:01 A.M. on May 16, 2021 forms a part of Policy No. 32638-LPL-06
(the "Policy") issued by LAWYERS MUTUAL LIABILITY INSURANCE COMPANY OF NORTH CAROLINA.
It is hereby understood and agreed that as a condition of the issuance of this Policy, the
EXCLUSIONS AND LIMITED WAIVER I. Exclusions, section of the Policy is hereby amended to add
this Specific Acts Exclusion. All Policy provisions, terms, and conditions, except as expressly
provided otherwise in this endorsement, remain in full force and effect.
Irrespective of whether the act(s) or omission(s) alleged in support of a claim, suit, or theory of
liability presented in a suit, would fall within INSURING AGREEMENT, I. Coverage-Attorney, II.
Coverage- Fiduciary or III. Coverage - Arbitrator &Mediator, this Policy does not afford to any
Insured any coverage or benefits whatsoever, including, but not limited to, any right to any defense,
with respect to:
any claim, or any theory of liability asserted in a suit, based in whole or in any part upon any
act(s) or omission(s) of any Insured arising out of, related to, or on account of the loss,
misappropriation, or attempted misappropriation of funds, through any dishonest, deceitful, or
fraudulent scheme or means, including but not limited to written, electronic, telegraphic, cable,
teletype, facsimile, or telephone communications or access to, use of, or change to any
software, application, data, or information within any computer, server, electronic device, or
electronic account of an Insured. This exclusion applies regardless of whether any other act(s)
or omission(s) contributed concurrently or in any sequence to the loss, misappropriation, or
attempted misappropriation of funds. This exclusionary endorsement shall apply only to funds
directly or indirectly connected with or related to any purchase, sale, financing, or refinancing
of real estate.
Provided, however, that this endorsement shall not apply to the loss, misappropriation or
attempted misappropriation of funds (1) wired or electronically transmitted by or on behalf of a
client if any Insured had previously obtained the client's written agreement to terms of
engagement applicable to the representation that identified a specific IOLTA Trust Account as
the only bank account to be used, and that warned the client substantially as follows: "BEFORE
SENDING ANY WIRE, CALL OUR OFFICE TO VERIFY THE INSTRUCTIONS. WE WILL NOT
CHANGE WIRING INSTRUCTIONS. IF YOU RECEIVE WIRING INSTRUCTIONS FOR A
DIFFERENT BANK, BRANCH LOCATION, ACCOUNT NAME OR ACCOUNT NUMBER, THEY
SHOULD BE PRESUMED TO BE FRAUDULENT. DO NOT SEND ANY FUNDS AND CONTACT
OUR OFFICE IMMEDIATELY. FAILURE TO FOLLOW THIS PROCEDURE ENDANGERS YOUR
FUNDS," or (2) disbursed by or on behalf of any Insured in accordance with a written, original,
notarized disbursement instruction authorizing the wiring or electronic transmission of the funds.
A uthuriwd Agait
END #: 069 (06/20/2017) FFEE(REwSH)