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HomeMy WebLinkAbout2025-486-E-Child Support Dept-The Law Office of Derrick J. Hensley-legal servicesLawyers Professional Liability Policy Declarations Form No: G118012A32C (10-2002)Policy No: 5096501940 Policy Declarations; Page: 1 of 3 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 1 of 28 © Copyright CNA All Rights Reserved. LAWYERS PROFESSIONAL LIABILITY POLICY DECLARATIONS Agency:Branch:Policy Number:Insurance is provided by 700324 912 5096501940 Continental Casualty Company, 151 N Franklin St Chicago IL 60606 A Stock Insurance Company. NOTICE TO NORTH CAROLINA POLICYHOLDERS: Defense Coverage is within the Limits of Liability unless otherwise endorsed. Please review the policy carefully and discuss this coverage with your insurance agent or broker. 1.NAMED INSURED AND ADDRESS:NOTICE TO POLICYHOLDERS: The Law Office of Derrick J. Hensley 401 MEADOWLANDS DR STE 201, HILLSBOROUGH, NC 27278-8134 This is a Claims Made and Reported policy. It applies only to those claims that are both first made against the insured and reported in writing to the Company during the policy period. Please review the policy carefully and discuss this coverage with your insurance agent or broker. 2.POLICY PERIOD: Inception: 09/19/2024 at 12:01 A.M. Standard Time at the address shown above Expiration: 09/19/2025 3.LIMITS OF LIABILITY: Inclusive of Claims Expenses Death or Disability and Non-Practicing Extended Reporting Period Limit of Liability: Each Claim: $200,000 Aggregate: $600,000 Each Claim: $200,000 Aggregate: $600,000 4.DEDUCTIBLES: Deductibles Inclusive of Claims Expenses Aggregate: $1,000 5.POLICY PREMIUM: Annual Premium:$900.00 Total Amount:$900.00 Includes CNA Risk Control Credit of $0.00 6.FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: G118012A32C (Ed. 10-2002), G118011A (Ed. 06-2015), G118016ACC (Ed. 12-2011), G118029A (Ed. 04-2008), G118031A (Ed. 04-2008), G118039A32 (Ed. 06-2008), G118041A32 (Ed. 07-1997), G118062A32 (Ed. 04-2008), G118064A32 (Ed. 06-2015) Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Declarations Form No: G118012A32C (10-2002)Policy No: 5096501940 Policy Declarations; Page: 2 of 3 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 2 of 28 © Copyright CNA All Rights Reserved. 7.WHO TO CONTACT: To report a claim: CNA - Claims Reporting P.O. Box 8317 Chicago, IL 60680-8317 Fax: 866-773-7504 / Online: www.cna.com/claims Email: SpecialtyProNewLoss@cna.com Lawyers Claim Reporting Questions: 800-540-0762 07/26/2024 Authorized Representative Date Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Declarations Form No: G118012A32C (10-2002)Policy No: 5096501940 Policy Declarations; Page: 3 of 3 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 3 of 28 © Copyright CNA All Rights Reserved. Continental Casualty Company 151 N Franklin St Chicago IL 60606 LAWYERS PROFESSIONAL LIABILITY POLICY ATTORNEY SCHEDULE Policy Number: 5096501940 Name of Each Lawyer Named Individual Retroactive Date Derrick J. Hensley Same as Policy Retroactive/Prior Acts Date Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 1 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 4 of 28 © Copyright CNA All Rights Reserved. THIS IS A CLAIMS MADE AND REPORTED POLICY. IT APPLIES ONLY TO THOSE CLAIMS THAT ARE BOTH FIRST MADE AGAINST AN INSURED AND REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD. PLEASE REVIEW THIS POLICY CAREFULLY AND DISCUSS THIS COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. I. INSURING AGREEMENT A. Coverage The Company agrees to pay on behalf of the Insured all sums in excess of the deductible that the Insured shall become legally obligated to pay as damages and claim expenses because of a claim that is both first made against the Insured and reported in writing to the Company during the policy period by reason of an act or omission in the performance of legal services by the Insured or by any person for whom the Insured is legally liable, provided that: 1. no Insured gave notice to a prior insurer of such claim or a related claim; 2. no Insured gave notice to a prior insurer of any such act or omission or related act or omission; 3. prior to the date an Insured first becomes an Insured under this Policy or became an Insured under the first policy issued by the Company (or its subsidiary or affiliated insurers) to the Named Insured or any predecessor firm, whichever is earlier, of which this Policy is a renewal or replacement, no such Insured had a basis to believe that any such act or omission, or related act or omission, might reasonably be expected to be the basis of such claim; 4. there is no other policy, whether primary, contributory, excess, contingent or otherwise, which provides insurance to any Insured for the claim based on or arising out of an act or omission in the performance of legal services by such Insured or by any person for whom such Insured is legally liable while “affiliated” with a firm other than the Named Insured. As used herein, “affiliated” includes acting as Of Counsel for a firm other than the Named Insured. B. Defense The Company shall have the right and duty to defend in the Insured's name and on the Insured's behalf a claim covered by this Policy even if any of the allegations of the claim are groundless, false or fraudulent. The Company shall have the right to appoint counsel and to make such investigation and defense of a claim as is deemed necessary by the Company. If a claim shall be subject to arbitration or mediation, the Company shall be entitled to exercise all of the Insured's rights in the choice of arbitrators or mediators and in the conduct of an arbit ration or mediation proceeding. C. Settlement The Company shall not settle a claim without the written consent of the Named Insured. D. Exhaustion of limits The Company is not obligated to investigate, defend, pay or settle, or continue to investigate, defend, pay or settle a claim after the applicable limit of the Company's liability has been exhausted by payment of damages or claim expenses or by any combination thereof or after the Company has deposited the remaining available limits of liability into a co urt of competent jurisdiction. In such case, the Company shall have the right to withdraw from the further investigation, defense, payment or LAWYERS PROFESSIONAL LIABILITY POLICY Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 2 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 5 of 28 © Copyright CNA All Rights Reserved. settlement of such claim by tendering control of said investigation, defense or settlement of the claim to the Insured. II. LIMITS OF LIABILITY AND DEDUCTIBLE A. Limit of liability - each claim Subject to paragraph B. below, the limit of liability of the Company for damages and claim expenses for each claim first made against the Insured and reported to the Company during the policy period shall not exceed the amount stated in the Declarations for each claim. B. Limit of liability - in the aggregate The limit of liability of the Company for damages and claim expenses for all claims first made against the Insured and reported to the Company during the policy period shall not exceed the amount stated in the Declarations as the aggregate. C. Deductible The deductible amount stated in the Declarations is the total amount of the Insured’s liability for all claims and applies to the payment of damages and claim expenses for claims first made and reported to the Company in writing during the policy period. The deductible shall be paid by the Named Insured, or upon the Named Insured’s failure to pay, jointly and severally by all Insureds. The limits of liability set forth in the Declarations are in addition to and in excess of the deductible. If a claim is based on or arises out of the rendering of eleemosynary (pro bono) legal services, no deductible will apply but only where at the time of retention, there was approval by the appropriate committee or lawyer within the Named Insured that the matter would be handled without compensation. D. Multiple insureds, claims and claimants The limits of liability shown in the Declarations and subject to the provisions of this Policy is the amount the Company will pay as damages and claim expenses regardless of the number of Insureds, claims made or persons or entities making claims. If related claims are subsequently made against the Insured and reported to the Company, all such related claims, whenever made, shall be considered a single claim first made and reported to the Company within the policy period in which the earliest of the related claims was first made and reported to the Company. E. Supplementary payments Payments made under paragraphs 1., 2. and 3. below will not be subject to the deductible. All supplementary payments are in addition to the limits of liability. 1. Loss of Earnings The Company will reimburse each Insured up to $500 for loss of earnings for each day or part of a day of such Insured’s attendance, at the Company’s written request, at a trial, hearing or other alternative dispute resolution proceeding, including arbitration proceeding or mediation, involving a claim against such Insured, but in no event shall the amount payable hereunder exceed $15,000 per Insured despite the number of days an Insured is in attendance, or the number of trials, hearings or arbitration proceedings that an Insured is required to attend. In no event shall the amount payable per policy period exceed $50,000 despite the number of Insureds hereunder or the number of such proceedings. 2. Disciplinary Proceedings The Company will reimburse the Named Insured up to $50,000 for each Insured and all Insureds in the aggregate, for attorney fees and other reasonable costs, expenses or fees (the “Disciplinary Fees”) paid to third parties (other than an Insured) resulting from any one Disciplinary Proceeding Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 3 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 6 of 28 © Copyright CNA All Rights Reserved. incurred as the result of a notice of such Disciplinary Proceeding both first received by the Insured and reported in writing to the Company either during the policy period or within 60 days after termination of the policy period, arising out of an act or omission in the rendering of legal services by such Insured. Except as set forth below, the amount payable hereunder shall not exceed $100,000 despite the number of such proceedings. In the event of a determination of No Liability of the Insured against whom the Disciplinary Proceeding has been brought, the Company shall reimburse such Insured for Disciplinary Fees, including those in excess of the $50,000 cap set forth above, up to $100,000. In no event shall the amount payable hereunder exceed $100,000 despite the number of Insureds hereunder or the number of such proceedings. 3. Subpoena Assistance In the event the Insured receives a subpoena for documents or testimony arising out of legal services rendered by the Insured and the Insured would like the Company's assistance in responding to the subpoena, the Insured may provide the Company with a copy of the subpoena and the Company will retain an attorney to provide advice regarding the production of documents, to prepare the Insured for sworn testimony, and to represent the Insured at the Insured's depositions, provided that: a. the subpoena arises out of a civil lawsuit to which the Insured is not a party; and b. the Insured has not been engaged to provide advice or testimony in connection with such lawsuit, nor has the Insured provided such advice or testimony in the past. The Company will pay such attorney’s legal fees excluding any disbursements. Any notice the Insured gives the Company of such subpoena shall be deemed notification of a potential claim under Section V.A. of this Policy. 4. Crisis Event Expense The Company will reimburse the Named Insured up to $20,000 for Crisis Event Expenses that result from a Crisis Event first occurring and reported in writing to the Company during the policy period. 5. Regulatory Inquiry If, during the policy period, a state licensing board, self regulatory body, public oversight board or a governmental agency with the authority to regulate the Insured’s legal services or any entity acting on behalf of such entities initiates an investigation of the Insured arising from an actual or alleged violation of a privacy breach notice law or any law referenced under the definition of privacy injury and identity theft that occurred in the rendering of legal services and which the Insured reports to the Company in accordance with Section V.A. of this Policy, the Company agrees to pay attorney fees, attorney costs and court costs (excluding such attorney fees and costs incurred as a result of services performed by the Insured) incurred in responding to the investigation. The maximum amount the Company will pay for such attorney fees and costs is $20,000, regardless of the number of investigations or the number of Insureds who are subject to such investigations. 6. Medicare, Medicaid, and SCHIP Extension Act of 2007 Subject to the definition of damages set forth in Section III. DEFINITIONS of the Policy, the Company will reimburse the Named Insured for attorney fees and other reasonable costs or expenses incurred in responding to a demand pursuant to the recovery rights of the Centers for Medicare and Medicaid Services (CMS) under the Medicare, Medicaid, and SCHIP Extension Act of 2007 (MMSEA). The maximum amount the Company will pay for such attorney fees, costs and expenses is $25,000 per policy period, regardless of the number of such demands or the number of Insureds who are subject to such demands. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 4 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 7 of 28 © Copyright CNA All Rights Reserved. F. Risk Management Incentives In the event that a claim is eligible for more than one Risk Management Incentive, the Insured shall receive the benefit of the highest deductible credit. In no way shall this section be construed to afford more than one Risk Management Incentive per claim. 1. Mediation If mediation of a claim takes place either without institution of arbitration proceeding or service of suit or within sixty (60) days of the institution of such proceedings or service of suit, and such claim is ultimately resolved for an amount acceptable to the Insured and the Company by the process of mediation, the Insured’s deductible, applying to the claim, will be reduced by 50%. In no event shall the amount of the deductible waived hereunder exceed $25,000. 2. Engagement Letters If the Insured utilized an engagement letter in connection with the legal services that are the subject of a claim, and such claim is otherwise covered under the Policy, then the Insured’s deductible applying to such claim will be reduced by 50%, provided that the engagement letter: a. includes, at a minimum, the following information: i. a specific description of the scope of legal services to be performed by the Insured; ii. the identity of all clients for whom the Insured agreed to perform such legal services; iii. the fee arrangement for such legal services; and iv. a description of the Named Insured’s file retention and destruction policy; and b. was signed by all clients identified in such engagement letter prior to the Insured’s commencement of representation of such clients for the legal services described in the engagement letter, but in no event more than thirty (30) days after the commencement of such representation. In no event shall the amount of the deductible waived hereunder exceed $25,000. G. Pre-claims Assistance Until the date a claim is made, the Company may pay for all costs or expenses it incurs, at its sole discretion, as a result of investigating a potential claim that the Insured reports in accordance with Section V. CONDITIONS, Paragraph A, Notice, subparagraph 2, Notice of Potential Claim. Such payments are in addition to the limits of liability and not subject to the deductible. III. DEFINITIONS The following defined words shall have the same meaning throughout this Policy, whether expressed in the singular or the plural. Wherever appearing in bold print in this Policy: "Bodily injury" means injury to the body, sickness or disease sustained by any person, including death resulting from such injuries; or mental injury, mental anguish, mental tension, emotional distress, pain or suffering or shock sustained by any person whether or not resulting from injury to the body, sickness, disease or death of any person. "Claim" means a demand, including the service of suit or the institution of any alternative dispute resolution proceeding, received by the Insured for money or services arising out of an act or omission, including personal injury, in the rendering of or failure to render legal services. “Claim” also means privacy claims and client network damage claims. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 5 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 8 of 28 © Copyright CNA All Rights Reserved. "Claim expenses" mean: A. fees charged by attorneys designated by the Company or by the Insured with the Company's written consent; B. all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a claim if incurred by the Company, or by the Insured with the written consent of the Company, including, but not limited to, premiums for any appeal bond, attachment bond or similar bond but without any obligation of the Company to apply for or furnish any such bond; C. all costs taxed against an Insured in defense of a claim; and D. all interest on the entire amount of any judgment which accrues after entry of the judgment and before the Company has paid that part of the judgment which does not exceed the limits of liability stated in Section II A. above. Claim expenses with respect to a claim will be paid first and payment will reduce the amount available to pay damages. Claim expenses do not include fees, costs or expenses of employees or officers of the Company, other than fees, costs and expenses charged by the Company’s employed attorneys who may be designated to represent the Insured, with the Insured’s prior consent. Nor shall claim expenses include salaries, loss of earnings or other remuneration by or to a ny Insured. “Client network damage claim” means a demand, including the service of suit or the institution of any alternative dispute resolution proceeding, received by the Insured for money or services alleging that a security breach or electronic infection caused network damage to a client’s network in the rendering of legal services. "Company" means the insurance company named in the Declarations. “Computer virus” means unauthorized computer code that is designed and intended to transmit, infect and propagate itself over one or more networks, and cause: A. a computer code or programs to p erform in an unintended manner; B. the deletion or corruption of electronic data or software; or C. the disruption or suspension of a network. “Confidential commercial information” means information that has been provided to the Insured by another, or created by the Insured for another where such information is subject to the terms of a confidentiality agreement or equivalent obligating the Insured to protect such information on behalf of another. “Crisis event” means: A. death, departure or debilitating illness of a Principal Insured; B. dissolution of the Named Insured; or C. incident of workplace violence; that the Named Insured reasonably believes will have a material adverse effect upon the Named Insured’s reputation. “Crisis event expenses” means reasonable fees, costs and expenses incurred by the Named Insured for consulting services provided by a public relations firm to the Named Insured in response to a Crisis Event. "Damages" mean judgments, awards and settlements (including pre -judgment interest), provided any settlements are negotiated with the assistance and approval of the Company. Notwithstanding anything to the contrary contained herein, Damages also include those amounts the court is permitted to impose on a debt collector as set forth in 15USC§1692k(a). Damages do not include: Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 6 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 9 of 28 © Copyright CNA All Rights Reserved. A. legal fees, costs and expenses paid or incurred or charged by any Insured, no matter whether claimed as restitution of specific funds, forfeiture, financial loss, set -off or otherwise, and injuries that are a consequence of any of the foregoing; B. civil or criminal fines, sanctions, penalties or forfeitures, whether pursuant to law, statute, regulation or court rule, including but not limited to awards under 18 U.S.C. §1961, et. seq., Federal Rules of Civil Procedure 11 or 28 U.S.C. §1927 and state statutes, regulations, rules or law so providing, and injuries that are a consequence of any of the foregoing; C. punitive or exemplary amounts; D. the multiplied portion of multiplied awards; E. injunctive or declaratory relief; F. any amount for which an Insured is absolved from payment by reason of any covenant, agreement or court order. “Denial of service attack” means an attack executed over one or more networks or the Internet that is specifically designed and intended to disrupt the operation of a network and render a network inaccessible to authorized users. “Disciplinary Proceeding” means any pending matter, including an initial inquiry, before a state or federal licensing board or a peer review committee to investigate charges alleging a violation of any rule of professional conduct in the performance of legal services. “Electronic infection” means the transmission of a computer virus to a network, including without limitation, such transmission to or from the Named Insured’s network. “Electronic information damage” means the destruction, deletion or alteration of any information residing on the network of any third party. "Insured" means the Named Insured, predecessor firm and the persons or entities described below: A. any lawyer (including a government affairs advisor or lobbyist), partnership, professional corporation, professional association, limited liability company or limited liability partnership who is or becomes a partner, officer, director, stockholder-employee, associate, manager, member or employee of the Named Insured during the policy period shown in the Declarations; B. any lawyer previously affiliated with the Named Insured or a predecessor firm as a partner, officer, director, stockholder-employee, associate, manager, member or salaried employee but only for legal services performed on behalf of the Named Insured or a predecessor firm at the time of such affiliation. The term “previously affiliated” as used herein does not include a lawyer who, during the policy period and while affiliated with the Named Insured: a) voluntarily ceases, permanently and totally, the private practice of law; or b) dies or becomes totally and permanently disabled. Such an lawyer will be deemed to be an Insured under paragraph A. above; C. any lawyer, law firm, partnership, professional corporation, professional association, limited liability company or limited liability partnership who acts as Of Counsel to the Named Insured or any non- employee independent contractor attorney to the Named Insured, but only for legal services rendered on behalf of the Named Insured and only if a fee inured or, in the event of a contingency fee, would have inured, to the Named Insured. No fee need inure to the Named Insured where eleemosynary (pro bono) legal services are rendered by such Of Counsel Insured where at the time of retention, there was approval by the appropriate committee or lawyer within the Named Insured that the matter would be handled without compensation. Any lawyer, law firm, partnership, profe ssional corporation, professional association, limited liability company or limited liability partnership who previously qualified as an Insured under paragraph A. above, but gave up the position of partner, officer, director, Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 7 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 10 of 28 © Copyright CNA All Rights Reserved. stockholder-employee, associate, manager, member or employee to act exclusively as Of Counsel to the Named Insured, will be deemed to be an Insured under paragraph A. above; D. any person who is a former or current employee, other than an employed lawyer, of the Named Insured or any predecessor firm, but solely for services performed by such person within the course and scope of their employment by the Named Insured or any predecessor firm and provided that the services in dispute are legal services of the Named Insured or any predecessor firm; E. the estate, heirs, executors, administrators, assigns and legal representatives of an Insured in the event of such Insured's death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would have been provided coverage under this Policy; and F. the spouse or domestic partner of an Insured, but only to the extent that such Insured is provided coverage under this Policy. “Internet” means the worldwide public network of computers as it currently exists or may be manifested in the future, but Internet does not include the Named Insured’s network. "Legal services" mean: A. those services, including eleemosynary (pro bono) services, performed by an Insured for others as a lawyer, arbitrator, mediator, title agent or other neutral fac t finder or as a notary public. Any title agency or company, on whose behalf the Insured acts as title agent or designated issuing attorney, is not an Insured under this Policy; B. those services performed by an Insured as an administrator, conservator, receiver, executor, guardian, trustee or in any other fiduciary capacity and any investment advice given in connection with such services; C. those services performed by an Insured in the capacity as a member, director or officer of any professional legal association, including any Bar Association and any similar organization or association, its governing board or any of its committees; D. those services performed by an Insured as an expert witness, provided that such Insured was retained to offer expert opinion on issues related to the law, legal procedure or practice, or the legal profession; or E. those services performed by an Insured as an author or publisher of legal research papers or legal materials or the presenter of legal seminars or materials, but only wh ere such services are performed without compensation or compensation attributable per publication, presentation or seminar is less than $25,000. "Named Insured" means the persons and entities designated in the Declarations. “Network” means a party’s local or wide area network owned or operated by or on behalf of or for the benefit of that party; provided, however, network shall not include the Internet, telephone company networks, or other public infrastructure network. “Network Damage” means: A. the unscheduled and unplanned inability of an authorized user to gain access to a network; B. electronic information damage; or C. the suspension or interruption of any network. “Non-public personal information” means personal information not available to the general public from which an individual may be identified, including without limitation, an individual's name, address, telephone number, social security number, account relationships, account numbers, account balances, and account histories. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 8 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 11 of 28 © Copyright CNA All Rights Reserved. “Personal injury” means an injury arising out of: false arrest, detention, or imprisonment; wrongful entry, or eviction, or other invasion of the right of private occupancy; libel, slander, or other disparaging or defamatory materials; a writing or saying in violation of an individu al’s right to privacy; malicious prosecution or abuse of process. "Policy period" means the period of time between the inception date and time shown in the Declarations and the date and time of termination, expiration or cancellation of this Policy. "Predecessor firm" means any sole proprietorship, partnership, professional corporation, professional association, limited liability corporation or limited liability partnership engaged in legal services and: A. to whose financial assets and liabilities the firm listed as the Named Insured in the Declarations is the majority successor in interest; B. of which the Named Insured retained 50% or more of the lawyers; or C. was previously deemed to be a predecessor firm unde r the lawyers professional liability policy issued by the Company immediately preceding this Policy. “Principal Insured” means an Insured member of the board of managers, director, executive officer, natural person partner, owner of a sole proprietorship, principal, risk manager or in-house general counsel of the Named Insured. "Prior insurer" means an insurer, including the Company and any subsidiary or affiliate of the Company, who has issued a lawyers professional liability insurance policy that is appli cable to a claim, such policy having an inception date prior to the policy period. “Privacy breach notice law” means any statute or regulation that requires an entity who is the custodian of non-public personal information to provide notice to individuals of any actual or potential privacy breach with respect to such non-public personal information. Privacy breach notice laws include Sections 1798.29 and 1798.82-1798.84 of the California Civil Code (formerly S.B. 1386) and other similar laws in any jurisdiction. “Privacy claim” means a demand, including the service of suit or the institution of any alternative dispute resolution proceeding, received by the Insured for money or services and alleging privacy injury and identity theft that occurred in the rendering of legal services. “Privacy injury and identity theft” means: A. any unauthorized disclosure of, inability to access, or inaccuracy with respect to, non-public personal information in violation of: 1. the Named Insured’s privacy policy; or 2. any federal, state, foreign or other law, statute or regulation governing the confidentiality, integrity or accessibility of non-public personal information, including but not limited, to the Health Insurance Portability and Accountability Act of 1996, Gra mm-Leach-Bliley Act, Children's Online Privacy Protection Act, or the EU Data Protection Act. B. the Insured’s failure to prevent unauthorized access to confidential commercial information; “Privacy policy” means the Named Insured’s policies in written or electronic form that: A. govern the collection, dissemination, confidentiality, integrity, accuracy or availability of non-public personal information; and B. the Insured provides to its clients, customers, employees or others who provide the Insured with non- public personal information. “No Liability” means that with respect to an Insured who is the subject of a Disciplinary Proceeding, there is a: Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 9 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 12 of 28 © Copyright CNA All Rights Reserved. A. final determination of no liability; B. a determination of no further action; or C. the matter is abandoned by the disciplinary authority. In no event shall the term “No Liability” apply to a Disciplinary Proceeding for which a settlement has occurred. "Related acts or omissions" mean all acts or omissions in the rendering of legal services that are temporally, logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision. "Related claims" mean all claims arising out of a single act or omission or arising out of related acts or omissions in the rendering of legal services. “Security breach” means the failure of the Named Insured’s network hardware, software, firmware, the function or purpose of which is to: A. identify and authenticate parties prior to accessing the Named Insured’s network; B. control access to the Named Insured’s network and monitor and audit such access; C. protect against computer viruses; D. defend against denial of service attacks upon the Named Insured or unauthorized use of the Named Insured’s network to perpetrate a denial of service attack; or, E. ensure confidentiality, integrity and authenticity of information on the Named Insured’s network. "Totally and permanently disabled" means that an Insured is so disabled as to be wholly prevented from rendering legal services provided that such disability: A. has existed continuously for not less than six (6) months; and B. is reasonably expected to be continuous and permanent. “Unauthorized access” means any accessing of information in the Insured’s care, custody or control by unauthorized persons or by authorized persons accessing or using such informa tion in an unauthorized manner. Unauthorized access also includes: A. theft from the Insured of any information storage device used by the Insured to: 1. store and retrieve information on the Insured’s network; or 2. transport information between the Insured and authorized recipients; B. any unauthorized use by the Insured of information in the Insured’s clients’ care, custody or control if accessed by the Insured in the course of rendering legal services. IV. EXCLUSIONS This Policy does not apply: A. Intentional Acts to any claim based on or arising out of any dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing by an Insured except that: 1. this exclusion shall not apply to personal injury; 2. the Company shall provide the Insured with a defense of such claim unless or until the dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing has been determined by Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 10 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 13 of 28 © Copyright CNA All Rights Reserved. any trial verdict, court ruling, regulatory ruling or legal admission, whether appealed or not. Such defense will not waive any of the Company’s rights under this Policy. Criminal proceedings are not covered under this Policy regardless of the allegations made against any Insured; 3. this exclusion will not apply to any Insured who is not found to have personally committed the dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing by any trial verdict, court ruling, or regulatory ruling. B. Bodily Injury/Property Damage to any claim for bodily injury, or injury to, or destruction of, any tangible property, including the loss of use resulting therefrom except that this exclusion of bodily injury does not apply to mental injury, mental anguish, mental stress, humiliation or emotional distress caused by personal injury; C. Status as Beneficiary or Distributee to any loss sustained by an Insured or claim made against an Insured as beneficiary or distributee of any trust or estate; D. Contractual Liability to any claim based on or arising out of an Insured's alleged liability under any oral or written contract or agreement, unless such liability would have attached to any Insured in the absence of such agreement; E. Insured vs. Insured to any claim by or on behalf of an Insured under this Policy against any other Insured hereunder unless such claim arises out of legal services by an Insured rendered to such other Insured as a client; F. Capacity as Director, Officer, Fiduciary to any claim based on or arising out of an Insured's capacity as: 1. a former, existing or prospective officer, director, shareholder, partner, manager or member (or any equivalent position) of any entity if such entity is not named in the Declarations; or 2. a trustee of a pension, welfare, profit-sharing, mutual or investment fund or investment trust; or 3. a fiduciary under the Employee Retirement Income Security Act of 1974 and its amendments or any regulation or order issued pursuant thereto or any other similar state or local law; except that this exclusion does not apply to a claim based on or arising out of an Insured’s capacity as a member, director or officer of any professional legal association, including any Bar Association and any similar organization or association, its governing board or any of its committees. G. Capacity as Public Official to any claim based on or arising out of an Insured's capacity as a public official or an employee or representative of a governmental body, subdivision or agency unless such Insured is deemed as a matter of law to be a public official or employee or representative of such entity solely by virtue of rendering legal services to it; H. Owned Entity to any claim based on or arising out of legal services performed, directly or indirectly, for any entity not named in the Declarations, if at the time of the act or omission giving rise to the claim, the percentage of ownership interest, direct or indirect, in such entity by any Insured, or an accumulation of Insureds, exceeded 10%. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 11 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 14 of 28 © Copyright CNA All Rights Reserved. V. CONDITIONS A. Notice 1. Notice of Claims The Insured, as a condition precedent to the obligations of the Company under this Policy, shall as soon as reasonably possible after learning of a claim give written notice to the Company during the policy period of such claim. The Company agrees that the Insured may have up to, but not to exceed, sixty (60) days after the Policy expiration to report a claim made against the Insured during the policy period if the reporting of such claim is as soon as reasonably possible. 2. Notice of Potential Claims If during the policy period the Insured becomes aware of any act or omission that may reasonably be expected to be the basis of a claim against the Insured and gives written notice to the Company of such act or omission and the reasons for anticipating a claim, with full particulars, including but not limited to: a. the specific act or omission; b. the dates and persons involved; c. the identity of anticipated or possible claimants; d. the circumstances by which the Insured first became aware of the possible claim, then any such claim that arises out of such reported act or omission and that is subsequently made against the Insured and reported to the Company shall be deemed to have been made at the time such written notice was given to the Company. B. Reimbursement of the Company Subject always to the Insured’s right to consent to settlement, as set forth in Section I. INSURING AGREEMENT, paragraph C, Settlement, if the Company, in the exercise of its discretion and without any obligation to do so, pays any amount withi n the amount of the deductible, the Named Insured, or upon the Named Insured's failure to pay, the Insureds, jointly and severally, shall be liable to the Company for any and all such amounts and, upon demand, shall pay such amounts to the Company. C. Territory This Policy applies to an act or omission taking place anywhere in the world, provided that the claim is made and suit is brought against the Insured within the United States of America, including its territories, possessions, Puerto Rico or Canada. D. Other insurance If there is other insurance that applies to the claim, this insurance shall be excess over such other valid and collectible insurance whether such insurance is stated to be primary, contributory, ex cess, contingent or otherwise. When there is such other insurance, the Company will pay only its share of the amount of any damages and claim expenses, if any, that exceed the sum of: 1. the total amount that all such other insurance would pay for with respect to such claim in the absence of this insurance; and 2. the total of all deductible and self-insured amounts under all that other insurance. This paragraph does not apply to any other insurance that was bought specifically to apply in excess of the Limits of Liability shown in the Declarations of this Policy. When this insurance is excess, the Company will have no duty under this Policy to defend the Insured against any claim if any other insurer has a duty to defend the Insured against that claim. If no other Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 12 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 15 of 28 © Copyright CNA All Rights Reserved. insurer defends, the Company will undertake to do so, but it will be entitled to the Insured’s rights against all those other insurers. E. Assistance and cooperation of the Insured 1. The Insured shall cooperate with the Company and, upon the Company's request, shall attend hearings and trials and shall assist in effecting settlements, securing and giving of evidence, obtaining the attendance of witnesses, and the conduct of suits and proceedings in connection with a claim. 2. The Insured shall assist in the enforcement of any right of contribu tion or indemnity against any person or organization who or which may be liable to any Insured in connection with a claim. 3. The Insured shall not, except at its own cost, voluntarily make any payment, assume or admit any liability or incur any expense without the consent of the Company. F. Action against the Company No action shall lie against the Company by any third party, unless, as a condition precedent thereto: 1. there shall have been full compliance with all the terms of this Policy; and 2. the Insured's obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the claimant and the Company. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insu rance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against an Insured, nor shall the Company be impleaded by the Insured or his legal representative. G. Bankruptcy or Insolvency Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations hereunder. H. Subrogation In the event of any payment under this Policy, the Company shall be subrogated to all the Insured's rights of recovery thereof against any person or organization. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure and collect upon such rights. The Insured shall do nothing to prejudice such rights. I. Changes Notice to any of the Company's agents or knowledge possessed by any such agent or any other person shall not act as a waiver or change in any part of this Policy. It also will not prevent the Company from asserting any rights under the provisions of this Policy. None of the provisions of this Policy will be waived, changed or modified except by written endorsement, signed by the Company, issued to form a part of this Policy. J. Assignment No assignment of interest of the Insured under this Policy shall be valid, unless the written consent of the Company is endorsed hereon. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 13 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 16 of 28 © Copyright CNA All Rights Reserved. K. Cancellation/ Nonrenewal 1. This Policy may be canceled by the Named Insured by returning it to the Company. The Named Insured may also cancel this Policy by written notice to the Company stating at what future date cancellation is to be effective. 2. The Company may cancel or non-renew this Policy by written notice to the Named Insured at the address last known to the Company. The Company will provide written notice at least sixty (60) days before cancellation or non-renewal is to be effective. If the Company cancels this Policy because the Insured has failed to pay a premium when due or has failed to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible, this Policy may be canceled by the Company by mailing to the Named Insured written notice stating when, not less than ten (10) days thereafter, such cancellation shall be effective. The time of surrender of this Policy or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery (where permitted by law) of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. 3. If the Company cancels this Policy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Company shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned p remium is not a condition of cancellation. 4. The offering of terms and conditions different from the expiring terms and conditions shall not constitute a refusal to renew. L. Entire contract By acceptance of this Policy the Insured agrees that: 1. all of the information and statements provided to the Company by the Insured are true, accurate and complete and shall be deemed to constitute material representations made by all of the Insureds; 2. this Policy is issued in reliance upon the Insured's representations; 3. this Policy, endorsements thereto, together with the completed and signed application and any and all supplementary information and statements provided by the Insured to the Company (all of which are deemed to be incorporated herein) embody all of the agreements existing between the Insured and the Company and shall constitute the entire contract between the Insured and the Company; and 4. the misrepresentation of any material matter by the Insured or the Insured's agent will render this Policy null and void and relieve the Company from all liability herein. M. Named Insured sole agent The Named Insured shall be the sole agent of all Insureds hereunder for the purpose of effecting or accepting any notices hereunder, an y amendments to or cancellation of this Policy, for the completing of any applications and the making of any statements, representations and warranties, for the payment of any premium and the receipt of any return premium that may become due under this Pol icy, and the exercising or declining to exercise any right under this Policy. N. Liberalization If the Company adopts any revision that would broaden coverage under this policy form G -118011-A without additional premium at any time during the policy period, the broadened coverage will immediately apply to this Policy except that it will not apply to claims that were first made against the Insured prior to the effective date of such revision. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 14 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 17 of 28 © Copyright CNA All Rights Reserved. O. Notices Any notices required to be given by an Insured shall be submitted in writing to the Company or its authorized representative. If mailed, the date of mailing of such notice shall be deemed to be the date such notice was given and proof of mailing shall be sufficient proof of notice. P. Trade and Economic Embargoes This policy does not provide coverage for Insureds, transactions or that part of damages or claims expenses that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. VI. EXTENDED REPORTING PERIODS As used herein, "extended reporting period" means the period of time after the end of the policy period for reporting claims that are made against the Insured during the applicable extended reporting period by reason of an act or omission that occurred prior to the end of the policy period and is otherwise covered by this Policy. A. Automatic extended reporting period If this Policy is canceled or non-renewed by either the Company or by the Named Insured, the Company will provide to the Named Insured an automatic, non-cancelable extended reporting period starting at the termination of the policy period if the Named Insured has not obtained another policy of lawyers professional liability insurance within sixty (60) days of t he termination of this Policy. This automatic extended reporting period will terminate after sixty (60) days. B. Optional extended reporting period 1. If this Policy is canceled or non-renewed by either the Company or by the Named Insured, then the Named Insured shall have the right to purchase an optional extended reporting period. Such right must be exercised by the Named Insured within sixty (60) days of the termination of the policy period by providing: a. written notice to the Company; and b. with the written notice, the amount of additional premium described below. 2. The additional premium for the optional extended reporting period shall be based upon the rates for such coverage in effect on the date this Policy was issued or last renewed and shall be for one (1) year at 100% of such premium; two (2) years at 150% of such premium; three (3) years at 175% of such premium; six (6) years at 225% of such premium; or, for an unlimited period at 250% of such premium. 3. The premium for the optional extended reporting period is due on its effective date. This optional extended reporting period is non-cancelable and the entire premium shall be deemed fully earned at its commencement without any obligation by the Company to return any portion thereof. C. Death or disability extended reporting period 1. If an Insured dies or becomes totally and permanently disabled during the policy period, then upon the latter of the expiration of: the policy period; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period, such Insured shall be provided with a death or disability extended reporting period as provided below. a. In the event of death, such Insured's estate, heirs, executors or administrators must, within sixty (60) days of the expiration of the policy period, provide the Company with written proof of the date of death. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 15 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 18 of 28 © Copyright CNA All Rights Reserved. b. If an Insured becomes totally and permanently disabled, such Insured or Insured's legal guardian must, within sixty (60) days of the expiration of the policy period, provide the Company with written proof that such Insured is totally and permanently disabled, including the date the disability commenced, certified by the Insured's physician. The Company retains the right to contest the certification made by the Insured's physician, and it is a condition precedent to this coverage that the Insured agree to submit to medical examinations by any physician designated by the Company at the Company’s expense. This extended reporting period is provided until such Insured shall no longer be totally or permanently disabled or until the death of such Insured in which case subparagraph a. hereof shall apply. 2. No additional premium will be charged for any death or dis ability extended reporting period. D. Non-practicing extended reporting period 1. If an Insured retires or otherwise voluntarily ceases, permanently and totally, the “private practice of law” during the policy period and has been continuously insured by the Company for at least three (3) consecutive years, then such Insured shall be provided with an extended reporting period commencing upon the latter of the expiration of: the policy period; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period. 2. This extended reporting period is provided until such Insured shall resume the “private practice of law” or until the death of such Insured in which case subparagraph C.1.a. hereof shall apply. 3. No additional premium will be charged for any non-practicing extended reporting period. As used herein, the “private practice of law” means the practice of law performed by an Insured for a fee, including hourly, contingent or lump sum, as a sole practitio ner or as a partner, officer, director, stockholder-employee, associate, manager, member or employee, of a law firm, or any agreement to act as an independent contractor or “Of Counsel” to a law firm. “Private practice of law” does not include the practice of law by an Insured on an eleemosynary (a pro bono) basis or services performed by an Insured solely as a mediator or arbitrator. E. Extended reporting periods limits of liability and deductibles 1. Automatic and optional extended reporting periods limits of liability and deductibles a. Where the Company has the right to nonrenew or cancel this Policy, and it exercises that right, then the Company's liability for all claims reported during the automatic and optional extended reporting periods shall be part of and not in addition to the limits of liability for the policy period as set forth in the Declarations and Section II.A. and B. of this Policy. The deductible applicable to such claims shall be part of and not in addition to the deductible as set forth in the Declarations and Section II.C. of this Policy. b. If this Policy is canceled by the Named Insured or if the Company offers to renew this Policy, and the Named Insured refuses such renewal offer, then the Company’s liability for all claims reported during the automatic and optional extended reporting periods shall be reinstated to the limits of liability applicable to this Policy as set forth in the Declarations and Section II.A. and B. of this Policy. The deductible applicable to such claims shall be reinstated to an amount equal to the deductible as set forth in the Declarations and Section II.C. of this Policy. 2. Separate death or disability and non -practicing extended reporting period limits of liability a. Limit of Liability - Each “Claim” Subject to paragraph B. below, the Company’s limit of liability for each claim first made against the Insured and reported to the Company during the death or disability extended reporting period or non-practicing extended reporting period shall not exceed the amount stated in the Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Form No: G118011A (06-2015)Policy No: 5096501940 Policy; Page: 16 of 16 Policy Effective Date: 09/19/2024 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 19 of 28 © Copyright CNA All Rights Reserved. Declarations as the “Each Claim Death or Disability and Non-Practicing extended reporting period limit of liability”. b. Limit of Liability - In the Aggregate The limit of liability of the Company for all claims first made against the Insured and reported to the Company during the death or disability extended reporting period or non-practicing extended reporting period shall not exceed the amount stated in the Declaration s as the “Aggregate Death or Disability and Non-Practicing extended reporting period limit of liability”. c. No Deductible No deductible shall apply to claims first made against the Insured and reported to the Company during the death or disability extended reporting period or non-practicing extended reporting period. F. Elimination of right to any extended reporting period There is no right to any extended reporting period: 1. if the Company shall cancel or refuse to renew this Policy due to: a. non-payment of premiums; or b. non-compliance by an Insured with any of the terms and conditions of this Policy; or c. any misrepresentation or omission in the application for this Policy; or, 2. if during the Policy Period such Insured's right to practice law is revoked, suspended or surrendered at the request of any regulatory authority for reasons other than that the Insured is totally and permanently disabled. G. Extended reporting period not a new policy It is understood and agreed that the extended reporting period shall not be construed to be a new policy and any claim submitted during such period shall otherwise be governed by this Policy. VII. HEADINGS The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, the Company has caused this Policy to be executed by its Chairman and Secretary, but this Policy shall not be binding upon us unless completed by the attachment of the Declarations. Chairman Secretary Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118016ACC (12-2011)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 1 ; Page: 1 of 1 Policy Page: 20 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. EACH CLAIM DEDUCTIBLE ENDORSEMENT In consideration of a premium credit, it is understood and agreed that Item 4 of the Declarations is deleted in its entirety and replaced with the following: 4.DEDUCTIBLE: Each claim: $1,000 (inclusive of claims expenses) It is further understood and agreed that Section II, LIMITS OF LIABILITY AND DEDUCTIBLE, the first paragraph of letter C. entitled Deductible, is deleted in its entirety and replaced with the following: C.Deductible - Each Claim The deductible amount stated in the Declarations for “each claim” applies to each and every claim made against an Insured. It shall be paid by the Named Insured and applies to the payment of damages and claims expenses for claims both first made against the Insured and reported to the Company in writing during the policy period. In the event the Named Insured fails to pay, the deductible shall be paid jointly and severally by all Insureds. The limits of liability set forth in the Declarations are in addition to and in excess of the deductible. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118029A (04-2008)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 2 ; Page: 1 of 1 Policy Page: 21 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. RETROACTIVE EXCLUSION CLAUSE ENDORSEMENT It is understood and agreed that Section I, Insuring Agreement, Paragraph A., Coverage, is amended to include a new subparagraph as follows: ●The act or omission occurred on or after 09/19/2011. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118031A (04-2008)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 3 ; Page: 1 of 1 Policy Page: 22 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. It is understood and agreed that Section III, DEFINITIONS, definition of Insured, is amended by the addition of the following: Insured does not include those persons or entities who have no oral or written partnersh ip, shareholder or employment agreement with the Named Insured and who: a. share office space with the Named Insured; and b. are deemed to be partners, officers, directors, employees, associates, managers or members of the Named Insured solely by operation of law. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. OFFICE SHARING EXCLUSION ENDORSEMENT Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118039A32 (06-2008)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 4 ; Page: 1 of 3 Policy Page: 23 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. It is understood and agreed that Condition K. Cancellation/Nonrenewal is deleted and replaced in its entirety by the following: K. Cancellation and Nonrenewal 1. Cancellation a. This Policy may be canceled by the Named Insured by returning it to the Company. The Named Insured may also cancel the Policy by written notice to the Company stating at what future date cancellation is to be effective. b. If this Policy has been in effect for less than 60 days, this Company may cancel this Policy by mailing or delivering to the Named Insured written notice of cancellation at least 15 days before the effective date of cancellation. c. If this Policy has been in effect for 60 days or more, or if it is a renewal of a policy issued by the Company, the Company may cancel only for one or more of the following reasons: (1) Nonpayment of premium when due in acc ordance with the policy terms; (2) Conviction of the Insured of a crime arising out of acts that materially affect the insurability of the risk; (3) An act or omission by the Insured or his or her representative that constitutes material misrepresentation or nondisclosure of a material fact in obtaining this policy, continuing this policy, or presenting a claim under this policy; (4) Substantial breach of contractual duties, conditions or warranties that materially affects the insurability of the risk; (5) A fraudulent act against the Company by the Insured or his or her representative that materially affects the insurability of the risk; (6) Willful failure by the Insured or his or her representative to institute reasonable loss control measures that materially affect the insurability of the risk after written notice has been given by the Company; (7) Increased hazard or material change in the risk assumed that could not have been reasonably contemplated by the parties at the time the risk was assumed; (8) Loss of facultative reinsurance or loss of or substantial changes in applicable reinsurance which covers the Policy; or (9) A determination by the North Carolina Commissioner of Insurance that continuation of the Policy would violate or place the Company in violation of the laws of North Carolina. (10) The Named Insured fails to meet the requirements contained in the corporate charter, articles of incorporation or bylaws of this Company, when the Company is organized for the sole purpose of providing members of an organization w ith insurance coverage in North Carolina. However, the Company may cancel this Policy for any reason provided the Company obtains the Named Insured’s prior written consent. AMENDMENT OF TERMINATION PROVISIONS - NORTH CAROLINA Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118039A32 (06-2008)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 4 ; Page: 2 of 3 Policy Page: 24 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. The Company may cancel this Policy by mailing, or by delivery of a written notice of cancellation to the Named Insured at the address last known to the Company. The Company will provide written notice at least: (1) 15 days prior to the effective date of cancellation if the Company cancels this Policy because the Insured has failed to pay a premium; or (2) 30 days prior to the effective date of cancellation if the Company cancels this Policy for any other reason. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. Copies of the required notices shall also be sent to the agent or broker of record; however, failure to send copies of the notice to such persons s hall not invalidate the cancellation. d. If the Company cancels for nonpayment of premium, the cancellation will not become effective if the Named Insured pays the premium amount due prior to the effective date of cancellation. e. If the Company cancels this Policy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Company shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 2. Nonrenewal a. If the Company elects to nonrenew this Policy, the Company will mail or deliver written notice of nonrenewal to the Named Insured at the address last known to the Company at least 45 days prior to: (1) the expiration of this Policy; or (2) the anniversary date of this Policy if this Policy is written for a term of more than one year or for an indefinite term. Notice will state the effective date of and reasons for nonrenewal. Delivery of such written notice by the Company shall be the equivalent of mailing. b. The Company is not required to provide notice if: (1) the Named Insured has accepted replacement coverage; (2) the Named Insured has requested or agreed not to renew this Policy; or (3) the risk covered under this Policy is insured under any other insurance policy. c. If the Company elects to lower coverage limits or raise deductible or premium rates other than at the request of the Named Insured, the Company shall provide the Named Insured with written notice of such change at least 30 days in advance of the effective date of the ch ange. The written notice of cancellation or nonrenewal will: a. be mailed or delivered to the Named Insured and any designated mortgagee or loss payee at their addresses shown in the Policy or, if not indicated in the Policy, at the Named Insured’s and designated mortgagee’s last known addresses; and b. state the reason or reasons for cancellation or nonrenewal. If notice is mailed, proof of mailing will be sufficient proof of notice. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118039A32 (06-2008)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 4 ; Page: 3 of 3 Policy Page: 25 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. 3. Conditional Renewal a. If the Company elects to renew the Policy with decreased coverage, increased deductibles, any surcharge or increased premium rates, the Company will furnish the Named Insured with the renewal terms and a statement of the amount of premium due for the renewal policy period. b. If the policy being renewed was written for a term of one year or less, the renewal terms and statement of premium due must be mailed or delivered not less than 45 days before the expiration date of that policy. If the policy being renewed was written for a term of more than one year or for an indefinite term, the renewal terms and statement of premium due must be mailed or delivered not less than 45 days before the anniversary date of that policy. The renewal terms and statement of premium due must be mailed or delivered to the Named Insured and any designated mortgagee or loss payee at their addresses shown in the Policy, or, if not indicated in the Policy, at their last known addresses. c. If the Company fails to furnish the renewal terms and statement of premium due, the Named Insured may cancel the renewal policy within the 30 day period following receipt of the renewal terms and statement of premium due. For refund purposes, the earned premium for any period of coverage shall be calculated pro rata upon the premium applicable to the policy being renewed instead of the renewal policy. If the Company fails to comply with the 45 day notice requirement, the Named Insured is entitled to the option of coverage under the policy being renewed and at the same cost of that policy until 45 days have elapsed after the Company has provided the Named Insured with notice. d. If the Policy has been issued for a term longer than one year, and for additional consideration a premium has been guaranteed for the entire term, the Company will not increase that premium or require policy deductibles or other policy or coverage provisions less favorable to the Named Insured during the term of the policy. e. Copies of the required notices shall also be given or mailed to any designated mortgagee or loss payee and may also be given or mailed to the agent or broker of record. If notice is mailed, proof of mailing will be sufficient proof of notice. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118041A32 (07-1997)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 5 ; Page: 1 of 1 Policy Page: 26 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Within 45 days after the mailing or delivery of the written request of the Named Insured, the Company shall mail or deliver the following loss information covering a three-year period: a. aggregate information on total closed claims, including date and description of claim, and any paid damages or claim expense; b. aggregate information on total open claims, including date and description of claim, and amounts of any payments; c. information on notice of any claim, including date and description of claim. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. RIGHT OF THE NAMED INSURED TO CLAIM INFORMATION - NORTH CAROLINA Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118062A32 (04-2008)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 6 ; Page: 1 of 1 Policy Page: 27 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. It is understood and agreed that Condition I. Changes is deleted and replaced in its entirety by the following: I. Changes None of the provisions of this Policy will be waived, changed or modified except by written endorsement issued to form a part of this Policy. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. AMENDATORY ENDORSEMENT - CHANGES NORTH CAROLINA Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Lawyers Professional Liability Policy Endorsement Form No: G118064A32 (06-2015)Policy No: 5096501940 Endorsement Effective Date:Endorsement Expiration Date:Policy Effective Date: 09/19/2024 Endorsement No: 7 ; Page: 1 of 1 Policy Page: 28 of 28 Underwriting Company:Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. It is understood and agreed that the Section entitled EXTENDED REPORTING PERIODS, the paragraph entitled Extended reporting periods limits of liability and deductibles, the sub -paragraph entitled Automatic and optional extended reporting periods limits of liability and deductibles, is deleted and replaced in its entirety by the following: Automatic and optional extended reporting periods limits of liability and deductibles The Company’s liability for all claims reported during the automatic and optional extended reporting periods shall be reinstated to the limits of liability applicable to this Policy as set forth in the Declarations and in Section II.A. and B. of this Policy. The deductible applicable to such claims shall be reinstated to an amount equal to the deductible as set forth in the Declarations an d Section II.C. of this Policy. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. AMENDATORY ENDORSEMENT - EXTENDED REPORTING PERIOD - NORTH CAROLINA Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF FINANCE AND ADMINISTRATIVE SERVICES Phone (919) 245-2450 131 W Margaret Lane, Suite 300 PO Box 8181 Hillsborough, NC 27278 www.orangecountync.gov REVISED Dec 2023 VENDOR #: Munis Updated by: AUTHORIZATION FOR PAYEE ELECTRONIC FUNDS TRANSFER (EFT) PAYMENTS Payee Information: Payee Tax ID Payee Name: Payee DBA: (Doing Business As, if applicable) Remittance Address: Remittance City: State: Zip Code: Contact Name: Phone #: E-Mail Address: Bank Information: Bank Name: Bank Address: Bank City: Bank Account Info: Routing Number Account Number Account Name: Account Type (please check only one) Checking Savings As the payee or an authorized representative of the company, authorization is herein granted to the Orange County, NC to deposit funds to the bank account listed above for payments of invoices and services in lieu of a printed check. Please submit the completed form and a copy of a voided check or a letter from your bank providing confirmation of your account information. The County may prenote to validate the account and routing details. Signature of payee or authorized representative Date 81-0861365 The Law Office of Derrick J. Hensley, PLLC NC 27278 401 Meadowlands Dr., Ste. 201 Hillsborough Derrick Hensley Derrick@LODJH.com 9194801999 Civic FCU 3600 Wake Forest Road, Raleigh, NC 27609 Raleigh 253184537 4041978 Civic Business Checking Derrick J. Hensley Digitally signed by Derrick J. Hensley Date: 2025.07.22 12:50:17 -04'00'07/22/2025 Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ▶Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS.Print or type. See Specific Instructions on page 3.1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶ Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) ▶ 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number –– or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ▶Date ▶ General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) 07/21/2025 The Law Office of Derrick J. Hensley, PLLC 4 S 401 Meadowlands Dr., Ste 201 Hillsborough, NC 27278 Orange County DSS Contract work by Attorney Derrick J. Hensley 8 1 0 8 6 1 3 6 5 Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Revised 01/24 1 [Departmental Use Only] TITLE IVDContract Attny FY 25/26 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 22nd day of July, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and The Law Office of Derrick J. Hensley, PLLC, (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): Child Support Legal Services ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Revised 01/24 2 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. 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 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 Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): preparation for and coverage of the August 8, 2025 Child Support Enforcement court date at Orange County Courthouse in Hillsborough, NC. 4. Duration of Services a. Term. The term of this Agreement shall be from July 22, 2025 to June 30, 2026. 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 August 7, 2025. 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 One Thousand Three Hundred Twenty Dollars ($1,320.00), or One Hundred Sixty-Five Dollars per hour for up to eight hours, including all preparation time. Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Erica Bryant, Child Support Director) 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 Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Revised 01/24 4 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 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 Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Revised 01/24 5 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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, Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Revised 01/24 6 on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County 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 or 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 or 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. Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Revised 01/24 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: Erica Bryant, Child Support Director Derrick J. Hensley 410 Meadowlands Dr. P.O. Box 8181 Ste. 201 Hillsborough, NC 27278 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF Revised 01/24 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: _________________________________ Erica Bryant, Director By: __________________________________ Derrick Hensley,PLLC Printed Name and Title Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF 8/7/20258/8/2025 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: The Law Office of Derrick J. Hensley, PLLC Vendor Contact Person: Derrick J. Hensley Phone: (919) 480-1999 Address: 401 Meadowlands Dr., Ste. 201 City Hillsborough State: NC Zip: 27278 Department: Child Support Services Amount: $1320.00 Purpose: legal services Budget Code(s): 10440020-6340000 Vendor # Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 07/22/2025 End Date 06/30/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF 8/8/2025 8/8/2025 8/8/2025 8/8/2025 Revised 01/24 10 Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: D93C5068-8EF6-4BC9-8D5A-4D4FF1A6FBEF