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2020-613-E County Manager-Dispute Settlement Center school collaboration work group
Revised 07/20 1 [Departmental Use Only] TITLE School Collaboration Facilitation Services FY 20-21 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of September, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Dispute Settlement Center, (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 of project): coordinating, faciltating, and evaluating County's School Collaboration Work Group as described in Exhibit A - Memorandum of Agreement between Orange County and Dispute Settlement Center 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 DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Revised 07/20 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and 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 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 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 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 DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Revised 07/20 3 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. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Facilitation services outlined in Exhibit A - Memorandum of Agreement between Orange County and Dispute Settlement Center 4. Duration of Services a. Term. The term of this Agreement shall be from September 1, 2020 to September 1, 2021. 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 September 1, 2020. 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 five thousand four hundred Dollars ($5,400). 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 DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Revised 07/20 4 a. Cooperation and Coordination. The County has designated (Travis Myren) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who 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 N/A (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. Either party may DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Revised 07/20 5 terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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. 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. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Revised 07/20 6 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 is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/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. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Revised 07/20 7 In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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. i. Signatures. 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:Travis Myren Dispute Settlement Center P.O. Box 8181 302 W. Weaver St. #A Hillsborough, NC 27278 Carrboro, NC 27510 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Revised 07/20 8 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: By: _________________________________ County Manager By: __________________________________ Frances Henderson, Executive Director Printed Name and Title DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Revised 07/20 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Dispute Settlement Center Party/Vendor Contact Person: Frances Henderson Contact Phone: Party/Vendor Address: 302 W. Weaver St City Carrboro State: NC Zip: 27510 Department: County Manager Amount: $5,400 Purpose: School Collaboration FY20-21 Budget Code(s): 10395020 720052 Vendor # (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 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: Department Director’s Signature ________________________________________ Date: ________ 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 of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@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:_________ DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 9/3/2020 9/3/2020 9/4/2020 9/4/2020 Exhibit A Memorandum of Agreement between Orange County and Dispute Settlement Center (DSC) for School Collaboration Work Group September 1, 2020 1. DSC will provide facilitation services to Orange County in support of its School Collaboration Work Group, September, 2020‐September, 2021. The overarching purpose of this project is to strengthen collaboration between Orange County and its local school systems (Chapel Hill/Carrboro and Orange County Schools.) 2. DSC will designate Maggie Chotas as the lead contact for this project. 3. In order to reach the goals of the project, Maggie Chotas of the DSC will conduct meetings with the work group, which will consist of the following steps: a) Schedule two‐hour meetings with members of the School Collaboration Work Group. b) Solicit agenda items from members. c) Draft agendas based on input from members and share with the County Manager’s office and the Chair and Vice‐Chair of the OCBOCC for feedback. d) Finalize agendas that incorporate input. e) Facilitate meetings and provide summary notes within two weeks of meetings. f) Evaluate each work group via an electronic survey distributed to members. Summarize evaluation data per meeting. 4. Orange County will provide or reimburse DSC for all materials and logistics necessary for this project, including but not limited to meeting space, supplies and parking. 5. In consideration for DSC’s services described herein, Orange County will pay DSC $150 an hour for all time provided by DSC to this project, including but not limited to time in travel, preparation, planning, consultations, set up, follow‐up, evaluation. 6. Orange County will pay DSC’s invoices within 30 days of receipt. Checks will be made payable to the order of the Dispute Settlement Center and mailed or delivered to DSC, 302 Weaver Street, Carrboro, NC 27510. DSC federal tax identification number is F56‐1216584. 7. If one or more disputes related to this contract emerge between DSC and Orange County, then all relevant parties will seek resolution of the dispute by face‐to‐face problem‐solving, facilitated by a mutually agreeable third party if necessary, before taking the grievance for resolution to any outside authority. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Chubb CSI 82 Hopmeadow Street P.O. Box 2002 Simsbury, CT 06070-7683 Phone: (860) 408-2000 Fax: (860) 408-2002 Lisa R Downey MARSHALL & STERLING UPSTATE, INC. 300 RT. 23 B LEEDS, NY 12451-0909 DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Chubb Group Of Insurance Companies 82 Hopmeadow Street 860.408.2000 P.O. Box 2002 Fax 860.408.2002 Simsbury, CT 06070-7683 August 20, 2020 Quotation Worksheet To: Account Number: 435072 Account: Dispute Settlement Center 302 Weaver Street Carrboro, NC 27510 In care of: Producer Contact: Lisa R Downey Producer: MARSHALL & STERLING UPSTATE, INC. 300 RT. 23 B LEEDS, NY 12451-0909 Licensed Producer: Frank S. Maranto, Jr Chubb Contact: Kelly Mercey (860) 408-2594 Kelly.Mercey@Chubb.com Product: Forefront Portfolio for Not-For-Profit Organizations Writing Company: Federal Insurance Company Policy Form: 14-02-10190 (Ed. 11/2004) Expiring Policy: 8179-7950 Policy Period: From: October 30, 2020 To: October 30, 2021 At 12:01 A.M. local time at the address in Item 1. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Chubb Group Of Insurance Companies 82 Hopmeadow Street 860.408.2000 P.O. Box 2002 Fax 860.408.2002 Simsbury, CT 06070-7683 Coverage is only available for the following if indicated by an “X” __x__ Directors & Officers Liability and Entity Liability __x__ Employment Practices Liability ____ Fiduciary Liability ____ Crime ____ Special Coverage LIABILITY COVERAGE SECTIONS Option 1 Combined Maximum Aggregate Limit of Liability for Claims each Policy Year: X Yes ___No Combined Maximum Aggregate Limit: $1,000,000 Applicable to: X Directors & Officers Liability and Entity Liability X Employment Practices Liability ____ Fiduciary Liability Extended Reporting Period: Additional Period: 1 year Additional Premium: 100% of Annual Premium DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Chubb Group Of Insurance Companies 82 Hopmeadow Street 860.408.2000 P.O. Box 2002 Fax 860.408.2002 Simsbury, CT 06070-7683 Directors & Officers Liability and Entity Liability Coverage Section Option 1 (A) Maximum Aggregate Limit of Liability for this Coverage Section for all Claims each Policy Year: $1,000,000 (B) Sublimit for all Excess Benefit Transaction Excise Tax: $100,000 Retention Amounts: D&O Insuring Clause 1 $0 D&O Insuring Clause 2 $1,000 D&O Insuring Clause 3 $1,000 Pending or Prior Litigation Date: October 30, 2000 Defense Outside the Limits of Liability __ Yes X No Endorsements applicable Only to Directors & Officers Liability and Entity Liability Coverage Section : 14-02-10357(10/04 ed.) North Carolina Amendatory Endorsement to the Directors and Officers Liability and Entity Liability Coverage Section 14-02-11271(6/05 ed.) Professional Services Exclusion Endorsement 14-02-11407(11/05 ed.) Absolute Breach of Contract Exclusion Endorsement 14-02-11469(11/07 ed.) Amend Definition of Loss Endorsement 14-02-11692(8/10 ed.) Amended Exclusion 5 c Endorsement 14-02-12609(11/06 ed.) Amend Definition of Loss to Include Coverage for Multiplied Damages Endorsement 14-02-13664(5/08 ed.) Whistleblower Endorsement (The titles and headings are for convenience only. Please refer to the policy and endorsements for a description of coverage.) DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Chubb Group Of Insurance Companies 82 Hopmeadow Street 860.408.2000 P.O. Box 2002 Fax 860.408.2002 Simsbury, CT 06070-7683 Employment Practices Liability Coverage Section Option 1 (A) Maximum Aggregate Limit of Liability for this Coverage Section for all Claims each Policy Year: $1,000,000 (B) Sublimit for all Third Party Claims each Policy Year under Insuring Clause 2 - Third Party Liability: $1,000,000 Retention Amounts: EPL Insuring Clause 1 - Employment Practices Liability Coverage $5,000 EPL Insuring Clause 2 - Third Party Liability Coverage $5,000 Pending or Prior Litigation Dates: EPL Insuring Clause 1 - Employment Practices Liability Coverage October 30, 2000 EPL Insuring Clause 2 - Third Party Liability Coverage October 30, 2000 Defense Outside the Limits of Liability __ Yes X No Endorsements applicable Only to Employment Practices Liability Coverage Section: 14-02-10358(10/04 ed.) North Carolina Amendatory Endorsement to the Employment Practices Liability Coverage Section 14-02-12614(11/06 ed.) Amend Insured Person Definition Endorsement 99-10-0769(9/04 ed.) Notice to Purchasers of Employment Practices Liability Coverage or Fiduciary Liability Coverage (The titles and headings are for convenience only. Please refer to the policy and endorsements for a description of coverage.) DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Chubb Group Of Insurance Companies 82 Hopmeadow Street 860.408.2000 P.O. Box 2002 Fax 860.408.2002 Simsbury, CT 06070-7683 GENERAL TERMS AND CONDITIONS Endorsements applicable to all Coverage Sections: Applicable to Option # 1 10-02-1295(6/07 ed.) Important Notice to Policyholders 14-02-10356(10/04 ed.) North Carolina Amendatory Endorsement to the General Terms and Conditions Section 14-02-11575(11/05 ed.) Amend Subsection 19 Representations and Severability Endorsement 14-02-12049(5/06 ed.) Amend Definition of Organization Endorsement 14-02-14230(5/08 ed.) North Carolina Amendatory Endorsement Regarding the Application 14-02-22814(12/17 ed.) CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM 14-02-23030(5/18 ed.) Notice of Loss Control Services (The titles and headings are for convenience only. Please refer to the policy and endorsements for a description of coverage.) ForeFront PortfolioSM for Not-For-Profit Organizations General Terms and Conditions Section - Form # 14-02-10190 Liability Coverage Sections Directors & Officers Liability and Entity Liability Coverage Section - Form # 14-02-10191 Employment Practices Liability Coverage Section - Form # 14-02-10192 DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Chubb Group Of Insurance Companies 82 Hopmeadow Street 860.408.2000 P.O. Box 2002 Fax 860.408.2002 Simsbury, CT 06070-7683 PREMIUM SUMMARY: Option 1: $813. Directors & Officers Liability and Entity Liability $892. Employment Practices Liability $1,705. POLICY TOTAL Option Information: POLICY COMMISSION: 20% BILLING TYPE: Direct Bill CONTINGENCIES: The above quote is expressly contingent upon receipt, review and acceptance of the subjectivities listed below. We must receive all of the items identified below on or before the Quotation Expiration date shown below. If all of these items are not received and approved by us on or before this date, this quote will automatically expire without further action or notice. Nothing is required at this time. IMPORTANT The foregoing quotation for coverage is subject to modification or withdrawal by the Company if, before the proposed inception date, any new, corrected or updated information becomes known which relates to any proposed Insured’s claims history or risk exposure or which could otherwise change the underwriting evaluation of any proposed Insured, and the Company, i n its sole discretion, determines that the terms of this quotation are no longer appropriate. This proposal does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from offering or providing insurance. To the extent any such prohibitions apply, this proposal is void ab initio. Quotation Expiration: October 30, 2020 Notes: If you have any questions, please call me at (860) 408 -2594 Kelly Mercey Underwriter Fax Number: (555) 555-5555 Email Address: Kelly.Mercey@Chubb.com DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 OFFEREE DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE (new policies and renewals with no terrorism exclusion or sublimit and no premium charge) Insuring Company: Federal Insurance Company You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”) effective December 26, 2007, we are making available to you insurance for losses arising out of certain acts of terrorism. The policy you are purchasing already includes insurance for such acts. Terrorism is defined as any act certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. You should know that the insurance provided by your policy for losses caused by acts of terrorism is partially reimbursed by the United States under the formula set forth in the Act. Under this formula, the United States pays 85% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage. However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a Program Year (January 1 through December 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. The portion of the offered policy’s annual premium that is attributable to insurance for acts of terrorism is: $ -0-. If you have any questions about this notice, please contact your agent or broker. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 10-02-1295 (ed. 6/2007) IMPORTANT NOTICE TO POLICYHOLDERS Insuring Company: <CARRNAME> All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents (“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1 -866-588-9478. Additional information may be available from your producer. Thank you for choosing Chubb. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-10356 (ed. 10/2004) Page 1 ENDORSEMENT <COVSECT> Effective date of this endorsement: <TRXEFFDATE> Company: <CARRNAME> Endorsement No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ NORTH CAROLINA AMENDATORY ENDORSEMENT TO THE GENERAL TERMS AND CONDITIONS SECTION In consideration of the premium charged, it is agreed that: 1. Subsection 4. Extended Reporting Period of the General Terms and Conditions Section is amended to read as follows: “(a) If any Liability Coverage Section is either terminated or not renewed for any reason other than nonpayment of premium, any Insured shall have the right to purchase an Extended Reporting Period for the period set forth in Item 5(A) of the Declarations of these General Terms and Conditions, which period shall be one (1) year or such other period of time as agreed upon by the Company and the Insured. The Insured shall have the option of purchasing the Extended Reporting Period: (i) with a limit of liability that is part of, and not in addition to, the Company's maximum aggregate limit of liability for all Loss on account of all Claims first made during the immediately preceding Policy Year; or (ii) with a limit of liability that is equal to, and in addition to, the Company's maximum aggregate limit of liability for all Loss on account of all Claims first made during the immediately preceding Policy Year (the "reinstated limit"). The right to purchase an Extended Reporting Period shall lapse unless written notice of the desired Extended Reporting Period, together with payment of the additional applicable premium due, is received by the Company within thirty (30) days after the end of the Policy Period. Such notice must state if a reinstated limit of liability is desired. If such notice does not state that a reinstated limit of liability is desired, the limit of liability for the Extended Reporting Period shall be part of, and not in addition to, the Company's maximum aggregate limit of liability for all Loss on account of all Claims first made during the immediately preceding Policy Year. (b) If the Extended Reporting Period is purchased, then coverage otherwise afforded by such Liability Coverage Section will be extended to apply to Loss from Claims first made during such Extended Reporting Period but only for Wrongful Acts committed DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-10356 (ed. 10/2004) Page 2 or allegedly committed before the end of the Policy Period or the date of any conversion of coverage described in Subsection 9, 10 or 11 of these General Terms and Conditions, whichever is earlier. The amount of the premium for the Extended Reporting Period is the amount set forth in Item 5(B) of the Declarations of these General Terms and Conditions, unless the Insured elects a reinstated limit, in which case the premium for the Extended Reporting Period shall be adjusted upward. The entire additional premium for the Extended Reporting Period shall be deemed fully earned at the inception of such Extended Reporting Period. No coverage will be available under this Policy for Loss from Claims made during an Extended Reporting Period based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving any fact, circumstance, situation, transaction, event, Claim or Wrongful Act: (i) underlying or alleged in any prior and/or pending litigation as of the termination date of this Policy; or (ii) which has been the subject of any notice given before the termination date under any policy of insurance, including this Policy." 2. Subsection 17. Termination of Policy or Coverage Section (a) of the General Terms and Conditions Section is amended by adding the following at the end of such paragraph (a): “provided that, non-renewal by the Company is effective only if the Company mails or delivers at least forty- five (45) days advance written notice of non-renewal to the Organization at the address last known to the Company, stating the reason(s) for non-renewal, with a copy to the mortgagee or loss payee and the agent or broker of record, if any;” 3. Subsection 17. Termination of Policy or Coverage Section of the General Terms and Conditions Section is amended by adding the following at the end of such Subsection: “Notice of termination by the Company will state the effective date of, and the reason for, such termination and will be mailed or delivered to the Organization at the address shown on this Policy, with a copy to the agent or broker of record, if any, and to the mortgagee or loss payee, if any. Proof of mailing is sufficient proof of notice of any termination or non-renewal by the Company. Within forty-five (45) days after receipt of a written request from the Organization, the Company will mail to the Organization loss information respecting its account for the past three (3) years, which information shall include, but not be limited to, aggregate information on total open and closed Claims (which shall include the date, description of occurrence, and amount of payments) and information on any notice of occurrence." The Policy will be deemed to have been amended to the extent necessary to effect the purposes of this Amendatory Endorsement. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-10356 (ed. 10/2004) Page 3 The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent with or contrary to the provisions of this Amendatory Endorsement, unless such Policy or endorsement provisions comply with the applicable insurance laws of the state of North Carolina. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-10357 (ed. 10/2004) Page 1 ENDORSEMENT <COVSECT> Effective date of this endorsement: <TRXEFFDATE> Company: <CARRNAME> Endorsement No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ NORTH CAROLINA AMENDATORY ENDORSEMENT TO THE DIRECTORS AND OFFICERS LIABILITY AND ENTITY LIABILITY COVERAGE SECTION In consideration of the premium charged, it is agreed that: 1. Subsection 8. Limit of Liability and Retention (f) of the Directors and Officers Liability and Entity Liability Coverage Section is amended to read as follows: “(f) The limit of liability available during the Extended Reporting Period (if exercised) shall be part of, and not in addition to, the Company's maximum aggregate limit of liability for all Loss on account of all Claims first made during the immediately preceding Policy Year, unless an Extended Reporting Period is purchased with a "reinstated limit" in accordance with Subsection 4. of the General Terms and Conditions Section." The Policy will be deemed to have been amended to the extent necessary to effect the purposes of this Amendatory Endorsement. The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent with or contrary to the provisions of this Amendatory Endorsement, unless such Policy or endorsement provisions comply with the applicable insurance laws of the state of North Carolina. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-10357 (ed. 10/2004) Page 2 All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-10358 (ed. 10/2004) Page 1 ENDORSEMENT <COVSECT> Effective date of this endorsement: <TRXEFFDATE> Company: <CARRNAME> Endorsement No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ NORTH CAROLINA AMENDATORY ENDORSEMENT TO THE EMPLOYMENT PRACTICES LIABILITY COVERAGE SECTION In consideration of the premium charged, it is agreed that: 1. Subsection 8. Limit of Liability and Retention (e) of the Employment Practices Liability Coverage Section is amended to read as follows: “(e) The limit of liability available during the Extended Reporting Period (if exercised) shall be part of, and not in addition to, the Company's maximum aggregate limit of liability for all Loss on account of all Claims first made during the immediately preceding Policy Year, unless an Extended Reporting Period is purchased with a "reinstated limit" in accordance with Subsection 4. of the General Terms and Conditions Section." The Policy will be deemed to have been amended to the extent necessary to effect the purposes of this Amendatory Endorsement. The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent with or contrary to the provisions of this Amendatory Endorsement, unless such Policy or endorsement provisions comply with the applicable insurance laws of the state of North Carolina. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-10358 (ed. 10/2004) Page 2 All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Xx-xx-xxxx (xx/xxxx) Page 1 ENDORSEMENT <COVSECT> Effective date of this endorsement: <TRXEFFDATE> Co Company: <CARRNAME> Endorsement No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ PROFESSIONAL SERVICES EXCLUSION ENDORSEMENT In consideration of the premium charged, it is agreed that no coverage will be available under this Coverage Section for Loss on account of any Claim based upon, arising from, or in consequence of any actual or alleged error, misstatement, misleading statement, act, omission, neglect, or breach of duty committed, attempted, or allegedly committed or attempted in connection with the rendering of, or actual or alleged failure to render, any professional services for others by any person or entity otherwise entitled to coverage under this Coverage Section. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Xx-xx-xxxx (xx/xxxx) Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ ABSOLUTE BREACH OF CONTRACT EXCLUSION ENDORSEMENT In consideration of the premium charged, it is agreed that Subsection 6(a) of this Coverage Section is amended in its entirety to read as follows: (a) The Company shall not be liable under Insuring Clause 3 for Loss on account of any Claim based upon, arising from, or in consequence of any actual or alleged liability of an Organization under any written or oral contract or agreement, provided that this Exclusion 6(a) shall not apply to the extent that the Organization would have been liable in the absence of such contract or agreement. The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-11469 (11/2007) rev. Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ AMEND DEFINITION OF LOSS ENDORSEMENT In consideration of the premium charged, it is agreed that: (1) Notwithstanding anything to the contrary contained in this Coverage Section, the term Loss, as defined in Subsection 4 Definitions of this Coverage Section, is amended to include Defense Costs incurred by any Insured in contesting a Claim for the assessment of taxes, initial taxes, additional taxes, tax deficiencies, or penalties pursuant to the following sections of the Internal Revenue Code, 26 U.S.C. §§ 4911, 4940(a), 4941(a), 4941(b), 4942(a), 4942(b), 4943(a), 4943(b), 4944(a), 4944(b), 4945(a), 4945(b), 4955(a), 4955(b), 6652(c)(1)(A), 6652(c)(1)(B), 6655(a)1, 6656(a) or 6656(b). (2) It is understood and agreed that no coverage will be available under this Coverage Section for: (a) Defense Costs incurred by any Insured in contesting a Claim for the assessment of any tax penalty pursuant to any section of the Internal Revenue Code other th an those specified in paragraph (1) above; or (b) Loss which constitutes damages (including punitive or exemplary damages), judgments, settlements, pre-judgment interest, post-judgment interest on account of any Claim for the assessment of taxes, initial taxes, additional taxes, tax deficiencies, or penalties pursuant to any section of the Internal Revenue Code specified in paragraph (1) above, or the payment of any taxes, initial taxes, additional taxes, tax deficiencies, or penalties assessed pursuant to any such section of the Internal Revenue Code. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-11469 (11/2007) rev. Page 2 The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Xx-xx-xxxx (xx/xxxx) Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ AMEND SUBSECTION 19 REPRESENTATIONS AND SEVERABILITY ENDORSEMENT In consideration of the premium charged, it is agreed that Subsection 19 Representations and Severability of these General Terms and Conditions is amended to include the following: (d) The Company shall not be entitled under any circumstances to rescind Insuring Clause 1 of this Policy’s Directors and Officers Liability and Entity Liability coverage section. The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-11692 (08/2010) Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ AMENDED EXCLUSION 5 (c) ENDORSEMENT In consideration of the premium charged, it is agreed that Exclusion 5(c) of Exclusions Applicable To All Insuring Clauses of this Coverage Section is amended as follows: (1) Exclusion 5(c) shall also not apply to a Claim brought against an Insured Person by a bankruptcy trustee, receiver, creditors’ committee, liquidator, conservator, rehabilitator or similar official, who has been appointed to take control of, supervise, manage or liquidate the First Named Organization. (2) Subparagraph 5(c)(iii) is amended by deleting both iterations of the phrase “four (4) years” and replacing each with the phrase “three (3) years”. (3) As used in this endorsement, the term “First Named Organization” shall mean the Organization first named in the Declarations of the General Terms and Conditions Section of this policy. The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-11692 (08/2010) Page 2 All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Xx-xx-xxxx (xx/xxxx) Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ AMEND DEFINITION OF ORGANIZATION ENDORSEMENT In consideration of the premium charged, it is agreed that the term Organization, as defined in Subsection 3 Definitions of these General Terms and Conditions, is amended to read in its entirety as follows: Organization means, collectively, those organizations (including their Subsidiaries) designated in Item 1 of the Declarations of these General Terms and Conditions, except as otherwise provided in any Coverage Section, including any such organization in its capacity as a debtor in possession under the United States bankruptcy law or in an equivalent status under the law of any other country The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-12609 (11/2006) Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ AMEND DEFINITION OF LOSS TO INCLUDE COVERAGE FOR MULTIPLIED DAMAGES ENDORSEMENT In consideration of the premium charged, it is agreed that: The definition of Loss set forth in Section 4., Definitions, of this Coverage Section is amended as follows: (a) subparagraph (i) is amended to read in its entirety as follows: (i) damages (including punitive damages, exemplary damages, or the multiple portion of any multiplied damage award, if and to the extent that such punitive damages, exemplary damages, or the multiple portion of any multiplied damage award, are insurable under the law of the jurisdiction most favorable to the insurability of such damages provided such jurisdiction has a substantial relationship to the relevant Insureds, to the Company, or to the Claim giving rise to the damages); (b) subparagraph (d) is amended to read in its entirety as follows: (d) taxes, fines or penalties, except as provided above with respect to punitive damages, exemplary damages, the multiple portion of any multiplied damage award and Excess Benefit Transaction Excise Taxes; (c) subparagraph (e) is amended to read in its entirety as follows: (e) any amount not insurable under the law pursuant to which this Coverage Section is construed, except as provided above with respect to punitive damages, exemplary damages or the multiple portion of any multiplied damage award; DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-12609 (11/2006) Page 2 The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-12614 (11/2006) Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ AMEND INSURED PERSON DEFINITION ENDORSEMENT In consideration of the premium charged, it is agreed that the term Insured Person, as defined in Subsection 3. Definitions, of this Coverage Section, is deleted and replaced with the following: Insured Person means: (a) any natural person who was, now is or shall become a full-time, part-time, temporary, leased or seasonal employee or volunteer of the Organization but only while acting in his or her capacity as such; (b) any natural person who was, now is or shall become: (i) a duly elected or appointed director, officer, trustee, Manager, in-house general counsel, or duly constituted committee member of any Organization chartered in the United States of America, but only while acting in his or her capacity as such; or (ii) a holder of a position equivalent to any position described in (b)(i) above in any Organization that is chartered in any jurisdiction other than the United States of America; or (c) an Independent Contractor working for the Organization, but only while acting in his or her capacity as such and only if the Organization agrees in writing, prior to or no later than thirty (30) days after the Claim is made, to indemnify the Independent Contractor for liability arising out of such Claim. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-12614 (11/2006) Page 2 The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-13664 (05/2008) rev. Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ WHISTLEBLOWER ENDORSEMENT In consideration of the premium charged, it is agreed that solely for the purposes of paragraph (i) of Exclusion 5(c) of this coverage section, the phrase “active assistance or participation of, or solicitation by any Executive” shall not include any activity protected under an applicable federal, state, local or foreign law that provides protection similar to 18 U.S.C 1514A(a) (“whistleblower” protection provided under Sarbanes-Oxley Act of 2002)). The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-14230 (05/2008) Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ NORTH CAROLINA AMENDATORY ENDORSEMENT REGARDING THE APPLICATION In consideration of the premium charged, it is agreed that the section of the Application that deems the Application attached to and part of the policy is inapplicable unless the Application is physically attached to the policy. The Policy will be deemed to have been amended to the extent necessary to effect the purposes of this Amendatory Endorsement. The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent with or contrary to the provisions of t his Amendatory Endorsement, unless such Policy or endorsement provisions comply with the applicable insurance laws of the state of North Carolina. The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-22814 (12/2017) Page 1 ENDORSEMENT/RIDER <COVSECT> Effective date of this endorsement/rider: <TRXEFFDATE> <CARRNAME> Endorsement/Rider No. <EN> To be attached to and form a part of Policy No. <POLICYNO> Issued to: <ACCTNAME> __________________________________________________________________________________________ ___ CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM In consideration of the premium charged, it is agreed that: A. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. “Certified act of terrorism” means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a “certified act of terrorism” include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any “loss” that is otherwise excluded under this Policy. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-22814 (12/2017) Page 2 The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Policy shall remain unchanged. <ENDSIG> Authorized Representative DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Page 1 of 36 Notice of Loss Control Services Insuring Company: <CARRNAME> As a Chubb policyholder, you have loss prevention information and/or services available to you, as listed in this Notice. You may order any brochure by email to formsordering@chubb.com and to view our full suite of loss prevention brochures/services go to www.chubb.com/us/fl-lossprevention Directors and Officers (D&O) Liability Loss Prevention Services • Directors and Officers Liability Loss Prevention Manuals: Directors and Officers Liability Loss Preventions – #14-01-0035 Directors and Officers Securities Litigation Loss Preventions – #14-01-0448 Director Liability Loss Prevention in Mergers and Acquisitions – #14-01-1099 Directors and Officers Liability Loss Prevention for Not-for-Profit- -#14-01-0036 Cyber Loss Mitigation for Directors -#14-01-1199 Employment Practices Liability (EPL) Loss Prevention Services • Toll-free Hot Line Have a question on how to handle an employment situation? Simply call 1.888.249.8425 to access the nationally known employment law firm of Jackson Lewis P.C. We offer customers an unlimited number of calls to the hot line at no additional charge. • ChubbWorks.com ChubbWorks.com is a web-based platform that offers multiple services including overviews of employment laws, sample employment policies and procedures, and on-line training. To gain immediate access to ChubbWorks go to www.chubbworks.com and register using your policy number. • Employment Practices Loss Prevention Guidelines Manual Employment Practices Loss Prevention Guidelines - #14-01-0061 • Loss Prevention Consultant Services Chubb has developed a network of more than 120 law firms, human resources consulting firms, and labor economist/statistical firms that offer specialized services for employment issues. • Public Company EPL Customers Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of key employment issues faced by for -profit companies and offers proactive idea for avoiding employment lawsuits. • Private Company EPL Customers Employment Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of key employment issues for –profit companies and offers proactive idea for avoiding employment lawsuits. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 Page 2 of 36 DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-23030 (05/2018) Page 3 of 36 Fiduciary Liability Loss Prevention Services • Fiduciary Liability Loss Prevention Manual Who May Sue You and Why: How to Reduce Your ERISA Risks and the Role of Fiduciary Liability Insurance #14-01-1019 Crime Loss Prevention Services • Crime/Kidnap, Ransom & Extortion Loss Prevention Manual Preventing Fraud: How Anonymous Hotlines Can Help #14-01-1090 Cyber Security Loss Prevention Services Visit: https://www2.chubb.com/us-en/business-insurance/cyber-security.aspx to learn more about Chubb’s Cyber Services for our policyholders. Health Care Directors and Officers (D&O) Liability Loss Prevention Services • Readings in Health Care Governance Manual Readings in Health Care Governance -#14-01-0788 • ChubbWorks.com ChubbWorks.com for Health Care Organizations – The Health Care Zone is a free online resource containing health care specific loss prevention information for employment practices liability, directors and officers (D&O) liability, and fiduciary liability exposures. To gain immediate access to ChubbWorks go to www.chubbworks.com and register using your policy number. • Health Care D&O Loss Prevention Consultant Services Health Care D& O Loss Prevention Consultant Services- #14-01-1164 -------------------- The services provided are advisory in nature. While this program is offered as a resource in developing or maintaining a loss prevention program, you should consult competent legal counsel to design and implement your own program. No liability is assumed by reason of the services, access or information provided. All services are subject to change without notice. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 14-02-23030 (05/2018) Page 1 of 36 Notice to Purchasers of Employment Practices Liability Coverage or Fiduciary Liability Coverage Insuring Company: <CARRNAME> As a purchaser of an Employment Practices Liability Coverage Section and/or a Fiduciary Liability Coverage Section, please note that the Company has the right and duty to defend any Claim (as such term is defined in the Definitions section of each applicable Coverage Section) covered by each applicable Coverage Section, unless such Coverage Section has been amended by written endorsement. Defense counsel for any such Claim shall be selected by the Company from the Company’s list of approved defense firms. Please also note that, as a condition precedent to any right to coverage under each applicable Coverage Section, all Claims must be reported to the Company in writing in the manner and within the time provided in the Reporting and Notice provisions of such Coverage Section. For a list of approved defense firms, please contact your insurance agent or broker, or access such list by using the following internet address: http://csi.chubb.com/panel_counsel.asp Please note that the Company reserves the right to modify such list at any time without notice. DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5 06/05/2020 Business Insurers of Carolinas 501 Eastowne Drive, Suite 250 PO Box 2536 Chapel Hill NC 27515 Diane Nadeau (919) 968-4611 (919) 968-8991 dnadeau@business-insurers.com DISPUTE SETTLEMENT CENTER INC 302 W WEAVER ST STE A CARRBORO NC 27510-6004 American Liberty Insurance Co 25186 20-21 A 4W54487 06/17/2020 06/17/2021 1,000,000 300,000 5,000 2,000,000 2,000,000 A N 4W54487 06/17/2020 06/17/2021 Orange County Government PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 010D91E2-5C66-4610-B0AF-F96D7E61B6C5