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HomeMy WebLinkAbout2021-596-E-CJRD-Dispute Settlement Center-Outside AgencyOrange County Outside Agency Performance Agreement Revised 10/2021 Page 1 of 10 OUTSIDE AGENCY PERFORMANCE AGREEMENT THIS AGREEMENT, made and entered into the first day of July 2021, (“Effective Date”) by and between the County of Orange, a political subdivision of the State of North Carolina, Post Office Box 8181, Hillsborough, North Carolina, 27278, ("County") and Dispute Settlement Center, Inc, a not-for-profit corporation, located at 302 West Weaver Street, Carrboro, North Carolina 27510 (“Provider”). WITNESSETH: WHEREAS, it is in the interests of the County that said program be assisted by the County and thereby enhance its availability to residents of the County, and said program addresses an important community human services need, as identified by the Board of Commissioners. NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereafter set forth, the County and Provider agree as follows: 1. Term of the Agreement. The term of this Agreement shall be a program year beginning July 1, 2021 to June 30, 2022. 2. Scope of Services. a. Provider will provide services, as outlined in the attached Outside Agency Funding Application and any amendments or revision thereto which is attached as Exhibit “A” and incorporated by reference, to the residents of Orange County. The Scope of Services and the Program Budget may be different from the original application based on County appropriation; however, any revisions or amendments to this Agreement must be approved in writing by the County and attached to this Agreement as Exhibit B. b. The Provider shall be solely responsible for the means, methods, techniques, sequence, safety program and procedures necessary to properly and fully complete the work set forth in the Scope of Services. 3. Funding. a. The County agrees to appropriate for the provision of services described in Exhibit A, Scope of Services and more particularly described in the Revised Program Budget, the maximum sum of $82,358. b. All funds appropriated shall be used for purposes described in Exhibit A. Any funds not used for the purposes stated shall be returned to the County. Any changes in the use of funds must be authorized in writing by the County prior to any expenditure of the funds by the Provider. If the funds are expended not in accordance with the Scope of Services, at the discretion of the County the Provider may be required to repay the funds to the County. c. The Provider shall be paid in four equal installments in the amount of $29,589.50. The first payment is contingent upon receipt of the agency’s performance agreement; the remaining payments are contingent upon receipt of the request for reimbursement and related supporting documentation. d. The County’s obligation to make the quarterly payments is contingent upon receipt of Progress Reports, which show satisfactory progress toward completion of performance measures and an accounting of expenditures as detailed in the attached Scope of Services. DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Orange County Outside Agency Performance Agreement Page 2 of 10 Rev.10/21 e. Once Provider has satisfied its obligations as provided in (d) payment will be made 21 days after receipt of the Progress Report and Request for Reimbursement or 21 days after due date of Progress Report whichever is later. f. The County is not obligated to provide any other support to Provider in this or in succeeding fiscal years. 4. Agency Reporting. a. Provider will provide Orange County a Progress Report that includes a fiscal report and updates on performance measures as outlined in the Scope of Services. Progress Report dates are: July 1 – December 31; January 1 – March 31 and April 1 - June 30. Reports are due on January 10, April 10, and July 10 of the program fiscal year. b. Provider agrees to allow the County to inspect its financial books and records, which document costs of those services, upon reasonable notice during normal working hours. 5. Termination. a. Termination for Cause. In the event of any of the circumstances set forth below (hereinafter referred to as “default”), the County may immediately terminate this Agreement, in whole or in part, and from time to time. Notice of termination must be in writing, state the reason or reasons for the termination, and specify the effective date of the termination: i. In the event that Provider shall cease to exist as an organization or shall enter bankruptcy proceedings, be declared insolvent, or liquidate all or substantially all of its assets, or significantly reduce its services or accessibility to Orange County residents during the term of this Agreement; or ii. In the event that Provider shall fail to render a satisfactory accounting as provided section 4 above, the County may terminate this Agreement and Provider shall return all payments already made to it by the County for services which have not been provided or for which no satisfactory accounting has been rendered; or iii. In the event of any fraudulent representation by the Provider in an invoice or other verification required to obtain payment under this Agreement or other dishonesty on a material matter relating to the performance of services under this Agreement. iv. Nonperformance, incomplete service or performance, or failure to satisfactorily perform any part of the work identified in the Scope of Services or to comply with any provision of this Agreement, as determined by the County in its sole discretion. v. Failure to adhere to the terms of applicable county, state or federal laws, regulations, or stated public policy. b. In the event of default by the Provider, the county may elect to terminate this Agreement, in whole or in part and/or require the Provider to repay the funds within ten (10) business days from written notice of default. The County may (but shall not be required to) grant the Provider an opportunity to cure the default without termination of this Agreement. This clause shall not be interpreted to limit the County’s remedies in law or in equity. c. Notwithstanding the foregoing, either party may terminate the agreement at any time without penalty; provided that written notice of such termination is furnished to the other party at DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Orange County Outside Agency Performance Agreement Page 3 of 10 Rev.10/21 least 30 days prior to termination. In the event of such termination, any payment due shall be prorated to the date of termination and any unused funds shall be returned to the County within 10 days of termination. d. Any termination of this Agreement for default under this section that is later deemed to be unjustified shall be deemed a termination for convenience. e. 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. 6. Responsibilities of the County. Cooperation and Coordination. The County has designated (Caitlin Fenhagen) 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. The Provider shall purchase and maintain, during the period of performance of this Agreement, insurance: i. Worker’s Compensation. For protection from claims under workers' or workmen's compensation acts; ii. Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Consultant's employees or any other person and to real and personal property including loss of use resulting thereof; iii. Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and iv. Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Consultant or his agents, consultants and employees. v. Sexual Misconduct. Sexual Abuse/Molestation Insurance is required when Provider works directly one-on-one with children, elderly or other at-risk populations. b. Limits of Coverage: Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE  Worker's Compensation Limits for Coverage A - Statutory State NC & Coverage B - Employers Liability $500,000 each accident, disease policy limit and disease each employee DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Orange County Outside Agency Performance Agreement Page 4 of 10 Rev.10/21  Commercial General $1,000,000 Each Occurrence Liability $2,000,000 Aggregate  Automobile Liability $500,000 Combined Single Limit  Professional Liability $1,000,000 Each Occurrence $2,000,000 Aggregate  Sexual Misconduct $1,000,000 Each Occurrence $2,000,000 Aggregate c. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party and as a certificate holder. For more information see 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.) Evidence of such insurance and all correspondence shall be sent to: Orange County Risk Manager Post Office Box 8181 Hillsborough, NC 27278 d. Nothing in this section is intended to affect or abrogate the County’s sovereign immunity defenses. 8. General Provisions. a. 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. b. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange County the parties hereto for themselves, their agents, officials, employees and servants agree not to discriminate in any manner of these basis of race, color, gender, national origin, age, handicap, religion, sexual orientation, familial status or veterans status with reference to any activities carried out by the grantee, no matter how remote. The parties hereto further agree in all respects to conform to the provision and intent of Orange County Civil Rights Ordinance, as amended and the Orange County Non-discrimination Policy, which is incorporated herein by reference and can be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php. The County may enforce this provision by an action for specific performance, injunctive relief, or other remedy as by law provided; this provision shall be binding on the grantees, the successors and assigns of the parties hereto with reference to the above subject manner. c. 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 DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Orange County Outside Agency Performance Agreement Page 5 of 10 Rev.10/21 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. d. Living Wage. Orange County is committed to providing its employees with a living wage and encourages agencies if funds to pursue the same goal. The Orange County Living Wage Policy, which is incorporated herein by reference, can be viewed at: http://www.orangecountync.gov/departments/purchasing_division/contracts.php. The County’s living wage is $15.40 per hour. To the extent possible, Orange County recommends that Provider provide a living wage to its employees. e. Relationship of the Parties. Provider is an independent contractor of the County. Provider represents that they have or will secure, at his own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized and permitted under federal, state and local law to perform such services. f. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, ordinances, orders and regulations of the federal, state or local governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted at any time following execution of this agreement. g. Subcontract. The County and Provider deem the services provided under this Agreement to be personal in nature and Provider may not subcontract any rights or duties under this Agreement to any other party without prior written consent from the County. h. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to any other party without the prior written consent of the County. i. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or willful misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. Nothing in this section is intended to affect or abrogate the County’s sovere ign immunity defenses. j. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated at any time if such funds become unavailable. k. Severability. All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable, it shall have no effect on the other provisions of this Agreement. It is understood by the parties hereto that if any part, term or provision of this Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North Carolina or the United States, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Orange County Outside Agency Performance Agreement Page 6 of 10 Rev.10/21 l. 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. m. 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 Dispute Settlement Center, Inc Attention: CJRD/Caitlin Fenhagen Attention: Frances Henderson P.O. Box 8181 Address: 302 West Weaver Street Hillsborough, NC 27278 Carrboro, NC 27510 Email:cfenhagen@orangecountync.gov Email: FHenderson@disputesettlement.org n. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the Orange County and the Provider have signed this Agreement, effective on the last date this Agreement is signed by both parties as indicated by the dates set forth under signatures below. For and on behalf of the Provider _____________________________ _______________________ Frances W. Henderson, Executive Director Date For and on behalf of Orange County Government _______________________________ ________________________ Bonnie Hammersley, County Manager Date DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A 10/18/2021 10/22/2021 Orange County Outside Agency Performance Agreement Page 7 of 10 Rev.10/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Dispute Settlement Center, Inc Party/Vendor Contact Person: Frances Henderson Contact Phone: 919-929-8800 Party/Vendor Address: 302 West Weaver Street City Carrboro State: NC Zip: 27510 Department: CJRD Amount: $82,358 Purpose: Outside Agency Budget Code(s): 10495050-710003 Vendor # 800029 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/1/21 Approved by Board Yes No Agenda Date: 6/15/21 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: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A 10/18/2021 10/21/2021 10/21/2021 10/22/2021 Orange County Outside Agency Performance Agreement Page 8 of 10 Rev.10/21 Exhibit A Provider’s Outside Agency Application DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Orange County Outside Agency Performance Agreement Page 9 of 10 Rev.10/21 Exhibit B Provider’s Revised Scope of Services and Program Budget DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Orange County Outside Agency Performance Agreement Page 10 of 10 Rev.10/21 ATTACHMENT “A” Orange County Certifications – FY 20 - Outside Agency Performance Agreement Chief Contact, Administrators, Chief Executive Officer and Chief Financial Officer I certify that I have provided a list of the chief contact, administrators, chief executive officer and chief financial officer for my agency with this Agreement and that I will keep it current to the County of Orange. The list should be in writing with the name, title, residential address; phone and email address and if possible, fax number. Officers and Board of Directors I certify that I have provided a current list of the Officers and Board of Directors with this Agreement and that we will continue to update the list as changes occur. The list should be in writing, with the name, physical address, mailing address and if possible, phone, fax and email address. Budget Submission I certify that I have provided a budget for the period to be covered by f unding Orange County, and that any substantive changes made to this budget have been in advance authorized in writing by Orange County. Annual Financial Review I certify that I have provided a copy of the latest annual Financial Review for our agency an d the budget adopted by the agency for the fiscal years encompassing this Agreement. If not, please explain on a separate sheet of paper. Alignment with Organization’s Mission I certify that the programs and services for which this funding is requested align with the mission of the organization. Intended Purpose I certify that the funds provided to the agency under the terms of this Agreement will be used for a public purpose and shall only be used for the purposes intended and any money not used for those purposes will be promptly returned to Orange County. Certified by: _______________________ Title: __________________________ Date: ___________ (Provider’s Signature) DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A 10/18/2021Executive Director DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Authorized Representative SP 1557590F No. SP 1557590G DISPUTE SETTLEMENT CENTER, INC. 302 WEAVER STREET CARRBORO, NC 27510 POLICY PERIOD: (MO. DAY YR.) From:To: BUSINESS DESCRIPTION: Customer Copy 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE IN CONSIDERATION OF THE RENEWAL PREMIUM STATED BELOW, EXPIRING POLICY NUMBER SP 1557590F IS RENEWED THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. NAMED INSURED AND ADDRESS: Renewal of Number POLICY DECLARATIONS 10/02/2021 10/02/2022 Mediator / Training Specialist *** RENEWAL CERTIFICATE *** United States Liability Insurance Company 1190 Devon Park Drive, Wayne, Pennsylvania 19087 A Member Company of United States Liability Insurance Group Coverage Form(s) and Endorsement(s) made a part of this policy at time of issue See Endorsement EOD (1/95) Agent: BIN INSURANCE HOLDINGS, LLC. DBA INSUREON (CHICAGO) (4034) 30 N LaSalle St. Ste. 2500 Chicago, IL 60602-2514 Issued:08/25/2021 1:21 PM By: UPC (08-07) THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE PART DECLARATIONS, COVERAGE PART COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY. FOR THE POLICY PERIOD STATED ABOVE. PLEASE ATTACH THIS RENEWAL CERTIFICATE TO YOUR EXPIRING POLICY. Direct Bill Policy PREMIUM Specified Professions Professional Liability Errors And Omissions Coverage Part $756.00 TOTAL:$756.00 DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Description of EndorsementsEndt#Revised The following forms apply to the Specified Professions Professional Liability Errors And Omissions coverage part Jacket Policy Jacket07/19 PROF-001 Absolute Pollution Exclusion - Professional06/01 PROF-002 Mold, Fungus, Bacteria, Virus And Organic Pathogen Exclusion - Professional 06/01 SP Specified Professions Professional Liability Coverage Form07/09 SP 210 Retroactive Date Endorsement07/09 SP 211 Professional Services Exclusion Endorsement07/09 SP 283 Pro Security Endorsement04/13 SP NC North Carolina State Amendatory Endorsement07/09 FORMS AND ENDORSEMENTS EXTENSION OF DECLARATIONS Policy No. SP 1557590G Effective Date:10/02/2021 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS All other terms and conditions remain unchanged.EOD (01/95)Page of1 1 Endorsements marked with an asterisk (*) have been added to this policy or have a new edition date and are attached with this certificate. DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A ITEM I. NAMED INSURED AND PRINCIPAL ADDRESS DISPUTE SETTLEMENT CENTER, INC. 302 WEAVER STREET CARRBORO, NC 27510 ITEM II. POLICY PERIOD: (MM/DD/YYYY) From:10/02/2021 To:10/02/2022 ITEM III. LIMITS OF LIABILITY ITEM IV. DEDUCTIBLE: ITEM V. PREMIUM: $1,000,000 $1,000,000 $5,000 $756 EACH CLAIM ANNUAL AGGREGATE EACH CLAIM Specified Professions Professional Liability ITEM VI. RETROACTIVE DATE:10/02/2014 ITEM VII. Coverage Form(s)/Part(s) and Endorsement(s) made a part of this policy at time of issue: See Endorsement EOD (01/95) ITEM VIII.Solely in the performance of Professional Services as a(n) Mediator / Training Specialist for others for a fee. THIS IS A CLAIMS MADE POLICY COVERAGE FORM AND UNLESS OTHERWISE PROVIDED HEREIN, THE COVERAGE OF THIS FORM IS LIMITED TO LIABILITY FOR CLAIMS FIRST MADE DURING THE POLICY PERIOD, OR THE EXTENSION PERIOD, IF APPLICABLE. DEFENSE COSTS SHALL BE APPLIED AGAINST THE DEDUCTIBLE. SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY ERRORS & OMISSIONS COVERAGE PART DECLARATIONS Effective Date:10/02/2021 12:01 AM STANDARD TIME No.Effective Date:SP 1557590G PLEASE READ YOUR POLICY CAREFULLY. SP 150 (09/11)Page 1 Of 1 THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A This page has been intentionally left blank. DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This e ndorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM RETROACTIVE DATE ENDORSEMENT Section II. FULL PRIOR ACTS COVERAGE PROVISION, is deleted in its entirety and replaced with the following: In consideration of the premium paid, it is agreed that the Company shall not be liable to make any payment for Loss or Claim Expenses in connection with any Claim made against any Insured based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving a Wrongful Act committed, or alleged to have been committed prior to 10/02/2014. Coverage shall also not apply to any Claim based upon or arising out of any Wrongful Act or circumstances likely to give rise to a Claim of which any Insured had knowledge, or otherwise had basis to reasonably anticipate might result in a Claim, prior to the inception of this Policy (including, but not limited to, any prior Claim or possible Claim or circumstance referenced in the Application.) All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Insured's Policy and takes effect on the effective date of the Insured's Policy, unless another effective date is shown. SP 210 (07-09)Page 1 of 1 DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A Arbitrator/Attorney/Lawyer This e ndorsement modifies insurance provided under the following: SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM PROFESSIONAL SERVICES EXCLUSION ENDORSEMENT UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA In consideration of the premium, paid it is agreed that the Company shall not be liable to make any payment for Loss or Claim Expenses in connection with any Claim made against any Insured based upon, arising out of, directly resulting from, in consequence of, or in any way involving the rendering or failure to render services as a(n): All other terms and conditions of this policy remain unchanged. This endorsement is a part of the Insured's Policy and takes effect on the effective date of the Insured's policy unless another effective date is shown. SP 211 (07-09)Page 1 of 1 DocuSign Envelope ID: 8BC48CE2-E85D-4CFC-B0A1-5CA49173709A