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HomeMy WebLinkAboutCAA Contract ALUMBAUGH 2019AGREEMENT FOR KITTITAS COUNTY UPPER DISTRICT COURT INDIGENT DEFENSE SERVICES (2019) This agreement is entered into by and between the County of Kittitas (County) and Marjorie D. Alumbaugh (Contracting Attorney, WSBA #44091). 1. Scope of Services. The Contracting Attorney agrees to provide, or arrange for the provision of, public defender services for all eligible indigent criminal defendants in cases filed in the Upper Kittitas County District Court (Court) as set forth in this agreement. The Contracting Attorney or other assigned counsel shall provide legal representation for each assigned defendant from the time of receiving notice of appointment through every stage of the legal proceedings at the district court level including sentencing and the processing of notices of appeal and motions for orders of indigence for direct appeals. The Contracting Attorney shall provide legal representation for review hearings (e.g. probation review hearings) when appointed for that purpose. The Contracting Attorney shall also provide legal representation for the arraignment calendars held on Mondays at 9:00 am. All cases assigned to the Contracting Attorney as of the date of termination of this contract for which the next set hearing date is within 45 days after such date of termination will be handled as set forth above; provided, that in any case where the client fails to appear for a trial or hearing after termination of the contract, the Contracting Attorney may withdraw from representation subject to order of the court and thereafter the Contracting Attorney shall have no obligation herein to represent the client or accept reappointment thereafter. 2. Attorney as Independent Contractor. The parties recognize and affirm the understanding that the Attorney is an independent contractor having no relationship to the County except to provide professional legal defense services to the persons officially assigned to the Attorney pursuant to this Contract. Neither the Attorney nor any employee of the Attorney is an employee of the County. Neither the Attorney nor any employee of the Attorney is entitled to any benefits that the County provides its employees. The Attorney will provide the Court Administrator with proof of a valid Washington Uniform Business Identification number before commencement of work. The Attorney is solely responsible for the timely payment of any taxes, assessments, statutory workers compensation, or employer's liability insurance as required by Federal or state law for the Attorney and any employees of the Attorney. The Attorney guarantees such payment and will indemnify the County in that regard. 3. Applicant Screening. Determination of Indigence for purposes of eligibility for appointed counsel under this contract shall be made by a screening process established by the Court. Counsel is under no obligation to determine a person's eligibility or continuing eligibility to Page 1 of 6 receive publicly provided representation. However, if counsel subsequently discovers that such person may not be eligible to receive publicly -provided representation under applicable laws, rules and standards, Counsel, if able to do so within the bounds of applicable ethical rules/ professional standards, shall promptly notify the appointing court of such possibility. 4. Associated Counsel. Any counsel associated with or employed by the Contracting Attorney shall have the authority to perform the services called for herein, and the Contracting Attorney may employ and/or associate counsel to assist her. The Contracting Attorney and all counsel employed or associated pursuant to this section shall be admitted to the practice of law in the State of Washington and be in good standing as such, shall comply with CrRLJ 3.1 Standards for Indigent Defense 14.1 and 14.2, and shall have a minimum of five years' experience in the criminal law legal field (defense attorney and/or prosecutor and/or judicial). The Contracting Attorney shall be responsible for performance of this Agreement notwithstanding that other counsel may be employed or associated by the Contracting Attorney to perform services herein. The Contracting Attorney shall notify the Court of any proposed association or employment of counsel for purposes of performing the services called herein, and shall include in such notification information regarding the background, education, training, experience and qualifications of such counsel, and any additional training and supervision that is proposed to be provided to such associated or employed counsel for purposes of performing the services called for herein. The Contracting Attorney's selection of any counsel associated with or employed by the attorney to perform the services described in this contract shall be subject to the approval of the Court. 5. Training. Attorneys providing public defense services shall complete seven hours of continuing legal education approved by the Washington State Office of Public Defense within each calendar year in courses relating to their public defense practice. (RCW 10.101.050; CrRLJ 3.1 Standards) Attorneys providing public defense services shall comply with all applicable standards, training and/or certification requirements as may be required by court rule or regulations and shall provide written proof of such compliance to the court. 6. Certification. Attorneys providing public defense services shall comply with the Standards for Indigent Defense adopted by the Supreme Court. Each attorney shall provide a Certification of Compliance with the applicable standards as required by CrRLJ 3.1 which shall be filed with the Upper District Court administrator on the last Monday of each January, April, July, and October by the Contracting Attorney and any associated or employed attorney providing legal defense in Upper District Court under this agreement. The certification shall also include caseload reporting by the attorney consistent with the requirements imposed upon the County by RCW 10.101.050. 7. Liability of Contracting Parties, Attorney as Independent Contractor. Each party to this agreement shall be responsible for the negligent acts or omissions of its own employees, officers Page 2 of 6 or agents in the performance of this agreement. Neither party shall be considered the agent of the other nor does neither party assume any responsibility to the other party for the consequences of any act or omission of any party, firm or corporation not a party to this agreement. 8. Proof of Professional Liability Insurance. The Contracting Attorney shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the COUNTY should there be any claims, suits, actions, costs, damages or expenses arising from any negligent or intentional act or omission of the CONTRACTOR or subcontractor or agents of either, while performing under the terms of this contract. During the term of this agreement or extensions thereof, any attorney providing services under this contract shall secure and maintain at her own expense a policy of comprehensive professional liability insurance with an insurance company licensed to do business in the State of Washington, and shall name the COUNTY, its agents and employees, as additional insureds under the insurance policy(s). All policies shall be primary to any other valid and collectable insurance. CONTRACTOR shall instruct the insurers to give COUNTY 30 -days advance notice of any insurance cancellation. Said policy shall have limits of not less than $100,000 per occurrence and $500,000 annual, aggregate limit. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto. No contract shall form until and unless a copy of the certificate of insurance has been attached hereto. 9. Indemnification. The Contracting Attorney shall indemnify, defend and hold the County, its elected officials, officers and employees harmless from any and all claims whatsoever arising out of performance of the Attorney's obligations pursuant to the Agreement, including but not limited to claims arising out of errors or omissions of the contracting Attorney (or his employees or associates) and/or by reason of accident, injury or death caused to persons or property of any kind occurring, except to the extent they are caused by the fault or neglect of the County or the Court. 10. Term of Agreement. Provision of services pursuant to this Agreement shall commence January 1, 2019 and terminate on December 31, 2019, unless this Agreement is terminated earlier pursuant to the provisions of Paragraph 22, and the Contracting Attorney shall provide service to all defendants referred herein in accordance with the terms of this Agreement until representation of such defendant is complete, as provided in Paragraph 1 of this Agreement. This Agreement shall apply to all referrals made through December 31, 2019, unless the contract is terminated earlier, in which case the contract shall apply to all referrals made until 5:00 p.m. on the date of termination of the contract. 11. Caseload Standards. The caseload limits set forth in this agreement include a case weighting system for establishing caseloads, a copy of which is attached hereto and incorporated by reference. Over the course of any 365 -day period the Contracting Attorney (and any associated Page 3 of 6 or employed counsel) shall not handle a caseload of more than 300 cases as weighted, or an average number of 25 per month. 12. Compensation for Assigned Cases. The Contracting Attorney shall be paid shall be paid as follows: • New Appointments: $300 for all new Gross Misdemeanor cases $275 for all new Misdemeanor cases. • Probation violation/review cases shall be paid at $175. • Jury Trial: Shall be paid $325 per diem for Jury Trial. Attorney billing statements for assigned cases shall include the defendant's name, all charges, and affiliated case number(s) that were assigned by the court for the defendant. 13. Compensation for Arraignment and First Appearance Calendars. The Contracting Attorney or any associate or employed attorney shall be paid $225.00 for each Monday morning arraignment calendar at 9:00 a.m. Attorney billing statements for Arraignment will include the date and docket time of the attorney's appearance in court along with the monetary billing amount associated with that docket. 14. Policy as it refers to appointments: • After court hearings with disposition (with the exception of SOPs/DPs/or Warrants) the Court will automatically withdraw the attorney from the case upon the filing of a notice of appeal or 30 days after the final (appealable) decision of the Court, as the case may be. Attorney does not need to sign a withdrawal. On SOP/DPs- CAA may submit a motion to withdraw from the matter. If CAA withdraws from the case and the case is subsequently set for a probation review hearing, attorney may bill $175.00 for the probation appointment. On cases where a warrant is ordered- CAA may submit a motion to withdraw from the matter. If CAA is subsequently reappointed, within 18 months of withdrawal, no additional billing may be submitted. If subsequently reappointed 18 months or longer after withdrawal, attorney may bill $300/$275 for case if prior to disposition status or $175.00 for case at probation hearing status. 15. Investigators. The court will set aside sufficient funds out of its public defender budget to fund defense investigators. Public Defenders may file ex parte motions for such investigator funds. 16. Experts. The court will set aside sufficient funds for expert defense witnesses. Public Defenders may file ex parte motions for such expert witness funds. Page 4 of 6 17. Extraordinary cases. If a public defender is assigned a case which requires an extraordinary amount of time and preparation, the following additional payment may be applied for: $75 per hour for each hour over ten (10) hours. 18. Conflict Counsel. The cost of conflict counsel shall be paid by the County and not by the contracting attorney. If the Contracting Attorney or any employed or associated attorney is precluded from representing a client because of a conflict which cannot be resolved by transfer of the case between the Contracting Attorney and employed or associated counsel, the attorney shall promptly notify the Court by notice of withdrawal and substitution of another attorney qualified under the terms of Paragraph 3. Conflict counsel shall be paid at the same per case compensation rate as the Contracting Attorney. 19. Termination. a. For Cause: Either party may terminate this Agreement immediately in the event the other party fails to perform its obligations as described in this Agreement and such failure has not been corrected to the reasonable satisfaction of the injured party in a timely manner after notice of breach has been provided to the other party. Compensation for cases assigned prior to the effective day of termination shall be as provided under this Agreement. b. For Reasons Beyond the Parties' Control: Either party may terminate this Agreement immediately without recourse by the other where performance is rendered impossible or impracticable for reasons beyond such party's control, including but not limited to acts of nature, war, riot, personal disability or superior governmental regulation or control. c. Without Cause: Either party may terminate this Agreement without cause upon 90 days written notice, which date of termination shall correspond to the last day of a calendar month. The contracting attorney shall be responsible for completion of cases assigned prior to the effective date of termination. 20. Amendments. No modification or amendment of the provisions of this Agreement shall be effective unless in writing and signed by the authorized representative of the parties hereto. 21. Nondiscrimination. Contracting Attorney shall not discriminate or tolerate harassment on the basis of race, color, sex, religion, national origin, marital status, sexual orientation, age, or the presence of any sensory, mental, or physical disability in the administration or delivery of public defense services. Counsel shall comply with all federal, state, and local non-discrimination requirements. 22. Physical Office/Communications and Support Staff. The Contracting Attorney will maintain a physical office or have access to an office that accommodates confidential meeting with clients; maintain a postal address and adequate telephone service to ensure prompt response to client contact, and will provide sufficient support staff to provide for effective assistance of counsel. Page 5 of 6 23. Prescheduled Leave. The Contracting Attorney will provide a Notice of Unavailability for pre - scheduled vacation, trainings and other leave. The Contracting Attorney will be responsible to provide alternate coverage or agreed upon orders of continuance with appropriate waivers pursuant to CrRLJ 3.3. When alternate coverage is necessary, the covering attorney may bill the court in the amount of $225.00 for said coverage for the court calendar (per day/not case). 24. Entire Agreement. This instrument contains the entire Agreement between the parties and may not be enlarged, modified, or altered except in writings signed by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day of .2019. Marjorie D. Alumbaugh Contracting Attorney Judge Darrel R. Ellis Upper Kittitas County District Court Page 6 of 6 23. Prescheduled Leave. The Contracting Attorney will provide a Notice of Unavailability for pre - scheduled vacation, trainings and other leave. The Contracting Attorney will be responsible to provide alternate coverage or agreed upon orders of continuance with appropriate waivers pursuant to CrRLJ 3.3. When alternate coverage is necessary, the covering attorney may bill the court in the amount of $225.00 for said coverage for the court calendar (per day/not case). 24. Entire Agreement. This instrument contains the entire Agreement between the parties and may not be enlarged, modified, or altered except in writings signed by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement on the day of 2019. Cory Wright, Chairman Board of County Commissioners Judge Darrel R. Ellis Upper Kittitas County District Court Page 6 of 6 40oAttProRRG a .dull a f.ruuj /f kaire llalha a gl'`Gaie Issuing Company: AttPro RRG Reciprocal Risk Retention Group Lawyers Professional Liability Policy THIS IS A CLAIMS MADE AND REPORTED POLICY. THIS POLICY ONLY APPLIES TO CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED AND REPORTED IN WRITING TO US DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. CLAIM EXPENSES ARE INCLUDED WITHIN THE LIMIT OF LIABILITY AND THE LIMIT OF LIABILITY AVAILABLE TO PAY DAMAGES SHALL BE REDUCED AND MAY BE COMPLETELY EXHAUSTED BY THE PAYMENT OF CLAIM EXPENSES. PLEASE READ THIS POLICY CAREFULLY. In consideration of the payment of the premium, your obligation to pay the deductible, and in reliance on all statements in the Application and all supplementary information you provide to us, and subject to the Declarations, and all other terms, conditions, limitations, exclusions, and endorsements of this Policy, the Named Insured and we agree as follows: A. INSURING AGREEMENT Subject to all terms and conditions of this Policy, we will pay on your behalf all claim expenses and damages up to the Limits of Liability as set forth in the Declarations of this Policy, for a claim to which this Policy applies that is first made against you during the policy period or during a prior policy issued by us and continuously renewed by the Named Insured up to the present policy period. Additionally, the claim must be reported to us during the policy period, or if applicable, reported to us during the sixty (60) day automatic extension of time to report claims. However, our agreement to defend or indemnify you for a claim shall only apply if: 1. The claim arises from a wrongful act committed by you after the Policy retroactive date and before the Policy expiration date; 2. The claim arises from an act, error or omission in the performance of legal services by you on behalf of the Named Insured or any predecessor firm; 3. The claim was not the subject of any notice previously given to any insurer, nor was the claim made under another policy of insurance; 4. The applicable Limits of Liability of this Policy have not been exhausted by the payment of claim expenses or damages; and, 5. No Insured knew or reasonably should have known of a prior claim or prior known incident prior to the earlier of: a. The inception date of the first policy issued by us to the Named Insured that was continuously renewed up to the inception date of this Policy; or, b. The inception date of this Policy. Notwithstanding the foregoing, with respect to prior claims that are first reported to us during this policy period, we will pay such prior claims under the terms and conditions, including all applicable Limits of Liability, of the policy in place at the time the prior claim was first made against an Insured. Further, with respect to prior known incidents that are first reported to us as a claim during this policy period, we will pay such claims under the terms and conditions, including all applicable Limits of Liability, of the policy in place at the time an Insured first became aware that a claim might be made against any Insured. ATY-0001-00-0116 Page 1 of 16 © 2016 Attorney Protective. All rights reserved, B. DEFINITIONS Wherever used in this Policy: 1. Claim means a demand received by you for money or services arising from an act, error or omission in your performance of legal services for others. A claim shall include, but is not limited to, the service of suit or the institution of an arbitration proceeding against the Insured or a request to toll the statute of limitations. Claim does not include a demand for money or services in criminal proceedings of any type brought against an Insured, or in any proceedings that seek injunctive, declaratory, equitable or non -pecuniary relief or remedies. Claim also means a demand received by you for money or services arising from a network incident. Claim expenses means: Reasonable and customary fees for necessary legal work performed by attorneys designated or approved by us; b. All other reasonable and necessary fees, costs and expenses approved by us and resulting from the investigation, adjustment, defense and appeal of a claim; and, C. Premiums for any appeal bond, attachment bond or similar bond in an amount not to exceed the unexhausted Limits of Liability of this Policy, provided that we have no obligation to apply for or furnish any such bond. Claim expenses do not include crisis event expenses, disciplinary proceeding expenses, privacy incident expenses, or salaries or expenses of either your or our employees or attorneys. 3. Commonly accepted technologies means current and conventional methodologies designed to secure confidential client information and the Insured's computer system that are appropriate to the size and complexity of the Named Insured including, but not limited to, utilization of i.) firewall protection; ii.) wireless encryption, such as Wi-Fi Protected Access (WPA); iii.) password protection; and, iv.) a destruction protocol designed to remove or destroy confidential client information on any retired computer system, facsimile or copier machine. 4. Computer system means any device that is used to work with client data, including, but not limited to, desktop computers, laptop computers, tablet computers, smartphones and software, including the data they contain, and associated input and output devices, terminal devices, data storage devices, network equipment, components, firmware and electronic backup facilities, including systems accessible through the Internet, intranets, extranets, or virtual private networks when such are used to work with client data. 5. Confidential client information means confidential or proprietary information not available to the general public received by an Insured in connection with an act, error or omission in the performance of legal services to others regarding: a. An individual client's non-public personal or financial information, or protected health information; or, b. An entity or organization client's commercial information. 6. Controlled enterprise means any existing or prospective entity, business enterprise, or real estate interest, other than the Named Insured, in which any Insured and/or their lawful spouse, or an accumulation of Insureds and/or their lawful spouses, at the time the wrongful act occurs or the claim is made: a. Owns, owned or will own ten percent (10%) or more of the enterprise, entity, or real estate interest; b. Votes, voted or will vote ten percent (10%) or more of the issued and outstanding voting stock or elects ten percent (10%) or more of the directors in an incorporated entity; C. Is or was entitled to receive ten percent (10%) or more of the profits of an unincorporated enterprise or entity; d. Holds, held or will hold ten percent (10%) or more of the debt instruments of the entity, enterprise, or real estate interest; or, e. Is or was entitled to directly control, operate or manage the entity or business enterprise, or act as a general partner of a limited partnership, managing general partnership, or comparable position in any other business entity or enterprise. ATY-0001-00-0116 Page 2 of 16 © 2016 Attorney Protective. All rights reserved. 7. Crisis event means: a. The death, departure or debilitating illness of the sole proprietor, managing partner, or practice group leader of the Named Insured; b. A potential dissolution of the Named Insured; C. An incident of workplace violence related to the Named Insured; or, d. The filing of an involuntary bankruptcy petition against the Named Insured. 8. Crisis event expenses means reasonable fees incurred by the Named Insured for necessary consulting services provided by a public relations firm in response to a crisis event. 9. Damages means the amount that an Insured becomes legally obligated to pay as a result of any covered claim including, but not limited to, a monetary judgment, award or settlement, and any interest imposed on such judgment, award or settlement, but does not include: a. The return or restitution of legal fees, costs or expenses paid to or charged by the Insured for legal services, no matter whether claimed as a measure of the recovery sought, or as restitution, unearned professional fees, forgiveness of professional fees, forfeiture, financial loss or set-off; b. Any civil or criminal: (1) fines, sanctions, penalties, forfeitures; (2) statutory penalties; (3) legal fees; (4) exemplary or punitive damages; or, (5) awards designed to punish, deter, regulate conduct, fee shift or penalize; imposed or awarded against an Insured or any client of an Insured, whether pursuant to any federal or state law, statute, regulation, ordinance, court rule or case law; C. The multiplied portion of multiplied awards; d. Any costs incurred to comply with any order for injunctive or non -monetary relief or to comply with an agreement to provide such relief; e. Any amount not insurable under the applicable law; f. Claim expenses, disciplinary proceeding expenses, crisis event expenses or privacy incident expenses; or, g. Any amount ordered to be paid, awarded or costs necessary to comply with any order or ruling in a disciplinary proceeding. 10. Denial of service attack means a malicious attack to make a server or network resources unavailable to authorized users resulting in: a. The inability of an authorized user to access the Insured's computer system; or, b. The inability of a client of an Insured to access his or her own computer system when such inability is directly caused by the Insured's computer system. 11. Disciplinary proceeding means a proceeding to investigate alleged professional misconduct, or other matters relating to attorney licensing or discipline, conducted by a bar association, professional disciplinary board or similar body regulating lawyer conduct. Disciplinary proceedings do not include criminal proceedings of any kind, or attorney disciplinary actions or proceedings filed with any type of regulatory agency not previously referenced in this definition, including but not limited to, the Securities and Exchange Commission, the United States Patent & Trademark Office or the Internal Revenue Service. 12. Disciplinary proceeding expenses mean reasonable and customary fees, costs and expenses, including legal fees for legal work performed by attorneys designated or approved by us, incurred in connection with disciplinary proceedings; ATY-0001-00-0116 Page 3 of 16 © 2016 Attorney Protective. All rights reserved. 13. Insured's computer system means any computer system: a. Leased or owned by a Named Insured and operated by an Insured for the Named Insured's benefit; or, b. Operated by a service provider solely for the Named Insured's benefit. 14. Legal services means services provided to others by an Insured in the capacity as: a. An attorney or notary public; b. An arbitrator or mediator; C. A title insurance agent; d. A government affairs lobbyist or advisor; e. An administrator, conservator, executor, guardian, trustee, receiver, or in any similar court appointed fiduciary capacity, provided such services are performed in connection with and incidental to the provision of legal services by the Named Insured; An author, but only for the publication or presentation of legal research papers and legal writing relating to the practice of law, including materials for Continuing Legal Education credit, provided the total remuneration for such work is less than $25,000; or, As a member of a bar association or other legal or attorney related ethics, peer review, accreditation, licensing or similar board, committee or organization; but only if such services are performed as a member of, or on behalf of, the Named Insured. Legal services do not include the provision of, or failure to provide, any financial or investment advice or financial management. 15. Malicious code means the unauthorized corruption of software through the use of computer viruses, Trojan horses, keystroke loggers, cookies, spyware, adware, worms, logic bombs and other coding methods that impair the Insured's computer system. 16. Named Insured means the person or entity designated as such in the Declarations of this Policy. 17. Network incident means a denial of service attack on, or the transmission of malicious code to, the Insured's computer system resulting in: an unauthorized user having access to confidential client information; b. a denial of service attack on a client's computer system; or, C. a suspension or interruption to a client's network; which results in a claim from a client for loss. Network incident shall not include any claim or loss as a result of an electrical failure, including electrical power interruption, surge, brownout, blackout or interruption, or the failure of the Internet, telephone or other public infrastructure network. 18. Not-for-profit organization or purpose means any organization or purpose which is organized and conducted for the public benefit and operated primarily for charitable, civic, educational, religious, or welfare purposes. 19. Our, we, us, ours means the insurance company that appears in the Declarations of this Policy. 20. Personal injury means injury, including mental anguish and emotional distress, based upon or arising from the provision of legal services and involving: a. False arrest, humiliation, detention or imprisonment, wrongful entry or eviction, malicious prosecution, abusive litigation (civil or criminal) or abuse of process; or The publication or utterance of a libel, slander, disparagement or other defamatory material or violation of the right to privacy. 21. Policy period means the period of time between the inception date and time, and the expiration date and time, each as shown in the Declarations of this Policy, or this Policy's earlier termination date and time, if any. ATY-0001-00-0116 Page 4 of 16 © 2016 Attorney Protective. All rights reserved. 22. Predecessor firm means any person or entity that was formerly engaged in providing legal services but who no longer does so, and to which financial assets and liabilities the Named Insured is the majority successor in interest, and that is identified as a predecessor firm in the Declarations of this Policy. 23. Prior claim means any claim first reported to us during the policy period, but first made against an Insured during the effective dates of a prior policy issued by us to the Named Insured and continuously renewed up to the present policy period. 24. Prior known incident means any same or related wrongful act, legal services, fact, circumstance or adverse outcome that results in a claim being first made against an Insured during this policy period, and which: Is known to an Insured; b. Is reasonably apparent to an Insured that a claim might be made; and, C. Became known to an Insured during a prior policy issued by us to the Named Insured and continuously renewed up to the present policy period. 25. Privacy incident means a violation of any privacy regulation arising from an act, error or omission in your performance of legal services for others resulting in privacy incident expenses. 26. Privacy incident expenses means reasonable expenses for attorney's fees and costs, consultation with information technology experts, and court costs necessarily incurred by the Insured to respond to a formal regulatory inquiry by a governmental body or agency with authority to investigate professional misconduct with regard to a privacy incident. 27. Privacy regulation means any state or federal statute, law or regulation associated with the control and use of personally identifiable financial, medical or other sensitive information including, but not limited to, Graham Leach Bliley Act, Health Insurance Portability and Accountability Act, or Health Information Technology for Economic and Clinical Health Act, or any of their extensions or amendments. 28. Related claims means all claims based upon or arising from the same or related facts, circumstances, situations, transactions, advice, events, decisions or wrongful acts or in connection with the same or related series of facts, circumstances, situations, transactions, advice, events, decisions or wrongful acts. 29. Service provider means a business that provides computer-based services to the Named Insured with respect to the Insured's computer system. 30. Wrongful act means any actual or alleged negligent act, error or omission in the performance of legal services, or personal injury in the performance of such legal services, for others by you. 31. You, your or Insured means: a. The Named Insured and any predecessor firm specifically named in the Declarations of this Policy; b. Any present partner, principal, officer, director, shareholder, or employed lawyer of the Named Insured, but only during the performance of legal services in the course and scope of their duties on behalf of the Named Insured; C. Any past partner, principal, officer, director, shareholder, or employed lawyer of the Named Insured, but only while they rendered or failed to render legal services in the course and scope of their duties on behalf of the Named Insured; d. Any lawyer who acts as Of Counsel or as an independent contractor to the Named Insured and is designated as such in the Application and is listed in the Named Insured's records as Of Counsel or as an independent contractor at the time of the wrongful act, but only during the performance of legal services on behalf of the Named Insured; e. Any non -lawyer employee or non -lawyer independent contractor of the Named Insured whose work is engaged and directed by the Named Insured, but only with respect to the furtherance of legal services rendered and while acting in the course and scope of their duties on behalf of the Named Insured; or, f. The estate, heirs, executors, administrators, assigns and legal representatives of any Insured in the event of such Insured's death, incapacity, insolvency or bankruptcy, but only to the extent such Insured would otherwise be provided coverage under this Policy. ATY-0001-00-0116 Page 5 of 16 © 2016 Attorney Protective. All rights reserved. C. DEFENSE, SETTLEMENT AND SUPPLEMENTARY PAYMENTS Defense of Claims We have the right and duty to defend claims brought against you seeking damages to which this Policy applies, even if the claims are groundless. However, we shall have no duty to defend claims brought against you seeking damages or asserting claims not covered by this Policy. When we have paid our Limits of Liability as provided in the Declarations of this Policy as payment of damages or claim expenses, or after depositing the remaining Limit of Liability into the registry of a court of competent jurisdiction, our obligation to pay any damages or claim expenses, or to undertake or continue the defense of any claim or suit, ends. Upon such payment or deposit, we have the right to withdraw from the further defense of the claim or suit by tendering the defense of the claim or suit to you. You agree to accept the tender of the defense when we withdraw. Defense Counsel While we welcome your input in selecting defense counsel, we retain the exclusive right to make that selection. Our determination as to the reasonableness of claim expenses is conclusive. Settlement We will not settle a claim without your consent; however, you may not unreasonably withhold such consent. If you withhold consent to any settlement that we recommend, then our liability for the claim will not exceed the amount for which the claim could have been settled, plus claim expenses incurred up to the date of your refusal to consent. When total claim expenses and damages reach the amount for which the claim could have been settled, plus claim expenses incurred up to the date of your refusal to consent, we have no further liability for claim expenses or damages and have the right to withdraw our defense of the claim. You agree to accept the tender of the defense when we withdraw. You shall not settle or offer to settle any claim, incur any claim expenses, enter into a tolling agreement, or otherwise assume any contractual obligation, or admit any liability with respect to any claim without our prior written consent. We shall not be liable for any settlement, damages, claim expenses or assumed obligations or admissions for which we have not given our prior written consent. Collaborative Defense Your deductible as provided in the Declarations of this Policy will be reduced by fifty percent (50%) for the relevant claim if we mutually collaborate with you to successfully resolve the claim and, as a result of such collaboration, any of the following occurs: a. The claim is settled or resolved by us at mediation before suit is filed at terms and conditions, and for an amount, acceptable to us; b. The claim is settled or resolved at mediation within 365 days after suit is filed at terms and conditions, and for an amount, acceptable to us; C. The claim is settled or resolved as evidenced by a written settlement agreement and within 365 days of the date the claim is reported to us at terms and conditions, and for an amount, acceptable to us; or, d. The claim is settled or resolved by us within your deductible as provided in the Declarations of this Policy, including all payments for damages and claim expenses. However, the amount of the deductible reduction will not exceed $25,000 for the relevant claim. Pre -Claim Investigation Assistance Prior to a claim being made against an Insured, we may, at our sole discretion, investigate and pay costs and expenses that we incur resulting from such investigation of a potential claim. In order to qualify for Pre -Claim Investigation Assistance under this provision, potential claims must be otherwise covered under the terms and conditions of the Policy. Subpoena Assistance a. In the event you receive a subpoena for documents or testimony arising out of legal services rendered by you, and you request assistance from us by providing us with a copy of the subpoena, we will retain an attorney: ATY-0001-00-0116 Page 6 of 16 © 2016 Attorney Protective. All rights reserved. (1) to assist you regarding the production of documents and the preparation of your sworn testimony; and, (2) to attend and represent you at your deposition. b. However, in order for coverage to apply under this provision, you: (1) must not be a party to the action out of which the subpoena arises; (2) must have not been retained to provide an opinion, advice or testimony in connection with such action; (3) must report the subpoena to us no later than three (3) business days from receipt of service, or if not possible, as soon as practicable, and in no event later than the day prior to the subpoena response due date; and, (4) must provide us with any information and documents we reasonably request. We will pay claim expenses incurred as the result of work performed by the attorney hired pursuant to this section. Supplementary Payments The most we will pay for all Supplementary Payments payable under this Section is $150,000 per policy period, regardless of the number of Supplementary Payments sought or number of claimants or insureds involved. Payments made pursuant to this provision of the Policy are not part of and do not erode the Limits of Liability set forth in the Declarations and are not subject to the Deductible. Supplementary Payments will be made only for the following: a. Loss of Earnings If we request in writing that you attend a trial, hearing or arbitration proceeding in connection with the defense of a claim, we will reimburse you up to $500 per day for your actual lost earnings and expenses for such attendance for each day or part of a day you attend. The most we will pay under this subsection is $10,000 per claim defended by us, and $50,000 in the aggregate for all claims defended by us during the policy period. You must seek payment of any loss of earnings in writing and submit proof of your lost earnings or expenses in a form acceptable to us within ninety (90) days of such attendance. Defense of Disciplinary Proceedings We will provide for the defense of any disciplinary proceeding brought against you during the policy period and reported to us within thirty (30) days of the disciplinary proceeding being brought. Under this provision, we will pay reasonable disciplinary proceeding expenses up to a maximum of $25,000 per disciplinary proceeding and $100,000 in the aggregate per policy period regardless of the number of Insureds involved in disciplinary proceedings, or the number of disciplinary proceedings brought against you during the policy period. You shall not incur any disciplinary proceeding expenses without our prior written consent. We shall not be liable for any settlement or disciplinary proceeding expenses or assumed obligations or admissions for which we have not given our prior written consent. When we have paid the maximum amount of disciplinary proceeding expenses provided under this provision, our obligation to pay any disciplinary proceeding expenses, or to undertake or continue the defense of any disciplinary proceeding, ends. Upon such payment, we have the right to withdraw from the further defense of the disciplinary proceeding by tendering the defense of the disciplinary proceeding to you. You agree to accept the tender of the defense when we withdraw. C. Crisis Event Expenses We will reimburse you up to $25,000 for all crisis event expenses you incur as a result of any and all crisis events that first occur during the policy period, and which are reported to us during the policy period or within sixty (60) days thereafter. Under this subsection, the most we will pay is $25,000 in the aggregate for all crisis event expenses incurred as the result of a crisis event occurring during the policy period, regardless of the number of crisis events, claimants or insureds involved. Under no circumstance will we have a duty to defend any Insured under this provision. Our obligation to reimburse you for crisis event expenses is expressly made contingent upon you submitting your request for reimbursement along with proof of your loss in a form acceptable to us within sixty (60) days of when the expense or payment was incurred. ATY-0001-00-0116 Page 7 of 16 © 2016 Attorney Protective. All rights reserved. Privacy Incident We will reimburse you up to $25,000 for all privacy incident expenses you incur as a result of any and all privacy incidents that first occur during the policy period, and which are reported to us during the policy period or within sixty (60) days thereafter. Under this subsection, the most we will pay is $25,000 in the aggregate for all privacy incidents expenses incurred as the result of a privacy incident occurring during the policy period, regardless of the number of privacy incidents, claimants or Insureds involved. Under no circumstance will we have a duty to defend any Insured under this provision. Our obligation to reimburse you for privacy incident expenses is expressly made contingent upon you submitting your request for reimbursement along with proof of your loss in a form acceptable to us within sixty (60) days of when the expense or payment was incurred. D. LIMITS OF LIABILITY AND DEDUCTIBLE Limit of Liability — Per Claim The most we will pay for all damages and claim expenses for each claim first made against the Insured and reported to us in writing during the policy period shall not exceed the Per Claim Limit of Liability set forth in the Declarations as the Per Claim Limit of Liability, regardless of the number of claims or related claims made, causes of actions asserted, or number of claimants or Insureds involved. 2. Limit of Liability — Aggregate The most we will pay for damages and claim expenses for all claims first made against the Insured and reported to us in writing during the policy period shall not exceed the amount stated in the Declarations as the Aggregate Limit of Liability, regardless of the number of claims or related claims made, causes of actions asserted, or number of claimants or Insureds involved. Claim Expenses Claim expenses we pay are a part of, and not in addition to, the Limits of Liability, and payment by us of claim expenses shall reduce and may exhaust the Limits of Liability. 4. Deductible You are obligated to pay all claim expenses and damages up to the amount of the deductible shown in the Declarations for each and every claim. However, the first $25,000 of claim expenses shall not be subject to the deductible and will be paid directly by us. The deductible shall be payable by you, as claim expenses in excess of $25,000 are incurred or as damages are paid. The amount of the deductible is within and reduces both the Per Claim and Aggregate Limits of Liability. Payment of the deductible shall be made by you within thirty (30) days of our demand for payment. 5. Related Claims All related claims will be treated as a single claim and subject to the Per Claim Limit of Liability stated in the Declarations of this Policy and will be deemed to have been made at the time the first of such related claims was made. Neither the making of a claim against multiple Insureds, the making of multiple claims, nor the making of claims by multiple people or entities, shall operate to increase either the Per Claim Limit of Liability or the Aggregate Limit of Liability under this Policy. 6. Multiple Policies Issued by Us If more than one lawyers' professional liability policy issued by us, or by a past, present or future parent, subsidiary or affiliate of ours, applies to the liability of an Insured, we shall not be liable for payment of damages and claim expenses under more than one policy. Any duty to pay damages and claim expenses shall be confined to the policy containing the largest applicable limit. If the limit of liability on each policy is the same, only one limit will apply. E. EXCLUSIONS This Policy does not apply to: ATY-0001-00-0116 Page 8 of 16 © 2016 Attorney Protective. All rights reserved. 1. Any claim or request for Supplementary Payments based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving any of the following: a. Any malicious or intentional act or abuse of process; b. Any dishonest or fraudulent act; C. Any willful or criminal violation of any law, statute or regulation; or, d. Any libel or slander committed with knowledge of its falsity. However, we will defend and pay claim expenses or disciplinary proceeding expenses for such allegations only if the claim or disciplinary proceeding is otherwise covered by this Policy, and until there is a final adjudication, judgment, order or ruling by a court or administrative body, or binding arbitration decision or conviction against an Insured, or a written document, legal admission or statement by an Insured establishing such conduct set forth in this exclusion, or a plea of nolo contendere or no contest regarding such conduct set forth in this exclusion. Once such conduct set forth in this exclusion is established as described above, we have the right to withdraw from the defense of the claim or disciplinary proceeding, the Insured shall reimburse us for all claim expenses or disciplinary proceeding we incurred defending the conduct set forth in this exclusion, and we will have no further liability for claim expenses or disciplinary proceeding or damages. You agree to accept the tender of the defense when we withdraw. Whenever coverage under this provision would be excluded, suspended or lost because of such conduct set forth in this exclusion by any Insured, we agree that such coverage, as would otherwise be afforded under this Policy, shall be applicable with respect to an Insured who did not personally participate, or personally acquiesce in or remain passive after having personal knowledge of such conduct. 2. Any claim or request for Supplementary Payments based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving any of the following: a. Any Insured's services or capacity as an officer, director, partner, trustee, manager, owner, or employee of a corporation, partnership, association, trust or fund, including a pension, welfare, profit sharing, mutual or investment fund or trust, or any other business enterprise or charitable organization of any kind other than the Named Insured, except for your services as a court appointed trustee or as an officer, director or member of any non-profit professional legal association, its governing board, or any of its committees; b. Any Insured's services or capacity as a public official or employee of a governmental body, subdivision or agency, except however for a claim or disciplinary proceeding brought by a governmental agency, body or subdivision as a client of the Named Insured that is based upon or arises solely from the performance of legal services by an Insured to the governmental agency, body or subdivision, but only if such services are performed as a member of or on behalf of the Named Insured; C. Any Insured's actual or alleged liability under any oral or written contract or agreement, unless such liability would have attached to the Insured by law in the absence of such contract or agreement; d. Legal services provided by an individual or entity with whom the Insured shares office space, staff, letterhead, facilities or equipment, who is not an Insured under this Policy; e. Any Insured's actual or alleged violation of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, or the Pension Protection Act of 2006, including any amendments, or any rules, regulations or orders issued pursuant to the above -listed acts, or any similar provisions of any state, federal, or local statutory law or common law anywhere in the world; f. Any loss sustained by an Insured, or claim or disciplinary proceeding made by or against an Insured, as beneficiary or distributee of any trust or estate; g. Any bodily injury, pain and suffering, sickness, disease or death of any person, or for the destruction, diminution in value or loss of any property or asset, accounts, or of software, data or other information in electronic form, except that the exclusion shall not apply to mental anguish or emotional distress based upon or arising from personal injury; h. Any Insured's conversion, misappropriation, embezzlement, commingling, defalcation or ethically improper use of or disposal of funds or other property, whether held on behalf of clients or third parties; ATY-0001-00-0116 Page 9 of 16 © 2016 Attorney Protective. All rights reserved. Any loss sustained or claim or disciplinary proceeding made by or on behalf of an Insured under this Policy against any other Insured including, but not limited to, any loss, claim or disciplinary proceeding arising out of the formation or dissolution of the Named Insured, a predecessor firm, or other law firm involving any Insured, or to the proprietorial rights of any Insured or former Insured to clients, information, client lists, documents, files or client matters, or arising from a network incident or privacy incident; Any actual or alleged discrimination, harassment or failure to comply with any law because of race, color, religion, age, sex, disability, pregnancy, national origin, sexual orientation, gender identity, marital status, or any other basis prohibited by law; k. Any legal services rendered or that should have been rendered by you with respect to a controlled enterprise; I. Any Insured's financial or investment advice, prediction, warranty, guarantee, opinion, referral or action relating to portfolio or trust account management, the performance of real estate, securities or other investments, or the promotion, sale or solicitation for sale, of securities, real estate or other investments; M. Any Insured's actual or alleged notarized certification or acknowledgement of a signature on a document in their capacity as a notary public when such Insured did not witness the signature being placed on the document; n. The loss or destruction, or any diminution in the value of any asset in your care, custody or control, or out of the misappropriation of, or failure to give an account of, any asset in your care, custody or control, including the commingling of funds; o. Your failure to implement, update and maintain commonly accepted technologies; or p. Any network incident or privacy incident arising from or in connection with any act, error or omission of any person or entity other than an Insured. F. CONDITIONS Notice of Claims You, as a condition precedent to our obligations under this Policy, shall immediately give written notice to us during the policy period of any claim made against you or of your receipt of any notice, summons, complaint or other process, that any person or entity intends to hold you responsible for any wrongful act, with full particulars, including but not limited to: a. All reasonably obtainable information relating to the time, place and circumstance of the wrongful act; b. The dates and persons involved; C. The identity of anticipated or possible claimants; The identity of all Insureds implicated; and, The circumstances by which an Insured first became aware of the claim. 2. Notice of Potential Claims If, during the policy period, you become aware of any wrongful act or circumstance that might reasonably be expected to be the basis of a claim against you, such potential claim or wrongful act will not constitute a claim and will not be covered under this Policy unless we receive written notice of such potential claim in accordance with the terms and conditions of this Policy, and the reasons for anticipating a claim, with full particulars, including but not limited to: a. All reasonably obtainable information relating to the time, place and circumstance of the wrongful act; b. The dates and persons involved; C. The identity of anticipated or possible claimants; d. The identity of all Insureds implicated; and, e. The circumstances by which an Insured first became aware of the potential claim. ATY-0001-00-0116 Page 10 of 16 © 2016 Attorney Protective. All rights reserved. If a potential claim is properly reported pursuant to the requirements of this provision, then any claim subsequently made against an Insured based upon or arising from such wrongful act or circumstance shall be deemed, for purposes of this Policy, to have been made during the policy period or any applicable extended reporting period, in which such potential claim was first reported. Premium Payment Our obligation to perform any duty under the Policy is strictly conditioned upon the payment of the premium when due. Similarly, our obligation to perform any duty pursuant to a renewal of coverage provided under the Policy shall be strictly conditioned upon the payment of the renewal premium when due. Therefore, this Policy shall not be deemed to have been issued, delivered, or renewed and shall not be applicable to any matter which would otherwise be covered herein, until: The premium has been paid in full; or, b. If we have agreed to finance the Policy, the first installment has been paid in full. If payment is made by check, electronic transfer or money order, it shall not be considered 'paid in full" until honored by the payor's bank. 4. Cooperation and Subrogation a. You agree to cooperate with us and assist us in the investigation, defense and settlement of any and all claims, potential claims and requests for Supplementary Payments, including but not limited to, promptly providing complete and accurate information which we may reasonably require, attending any deposition, hearing or trial as requested by us, assisting in securing and giving testimony, obtaining the attendance of witnesses, and doing nothing to prejudice our ability to investigate, defend or settle any claim or disciplinary proceeding to which this Policy applies. b. If we request, you agree to submit to any examination under oath that we may require, to be conducted by our representatives at a time and place of our choosing. C. You agree to follow our recommendation regarding whether or not to arbitrate or mediate a claim and shall not agree to arbitrate or mediate a claim without our prior written consent. d. In the event of any payment under this Policy, we shall be subrogated to all your rights of recovery against any person or organization, including any rights you may have against any other Insured who personally participated or personally acquiesced in or remained passive after having knowledge of any dishonest, intentionally wrongful, fraudulent, criminal, or malicious act or omission. You shall execute and deliver instruments and papers and do whatever else is necessary to secure and collect upon such rights. You shall do nothing to prejudice such rights. After deducting any costs or expenses incurred in obtaining recoveries under this section, the amount recovered shall be applied: (1) first, to the Insured in reimbursement of any deductible; (2) second, to us for reimbursement of any amount paid under the Policy; and, (3) third, shared equally between the Insured and us for reimbursement of amounts incurred as a result of the claim. 5. Action against Us No action may be taken against us unless, as a condition precedent, you have fully complied with all terms and conditions of this Policy and the amount of damages has been finally determined by the entry of judgment or by the written agreement between the Insured, the claimant and us. No person or entity shall have any right under this Policy to join us as a party to any action against the Insured to determine such Insured's liability, nor shall we be joined as a party or interpleaded by the Insured or the legal representatives of the Insured unless otherwise mandated by law. Assignment Neither this Policy nor any Insured's interest in this Policy may be assigned or transferred without our prior written consent. However, if the Insured is a person and dies, the coverage afforded by this Policy shall inure to the benefit of the deceased Insured's estate. ATY-0001-00-0116 Page 11 of 16 © 2016 Attorney Protective. All rights reserved. Policy Territory This Policy applies to a wrongful act 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, its territories or possessions, Puerto Rico or Canada. Material Change The Named Insured shall immediately, but in no event later than thirty (30) days, report to us in writing any material change that occurs during the policy period. In each case of a material change, we shall have the right to decline coverage, or to accept or alter coverage and charge an additional premium for the material change. This Policy shall provide no coverage with respect to any claim made against any Insured where a material change has occurred, or based upon or arising from any wrongful act committed or allegedly committed on or subsequent to the time and date of any acquisition, merger or dissolution if we have not been notified of such material change. b. A material change includes, but is not limited to, the following: (1) A twenty-five percent (25%) increase or decrease in the total number of attorneys covered in this Policy as represented in the Application; (2) Any mergers, acquisitions, spin-offs, dissolutions or splits involving the Named Insured; however, the Named Insured must provide written notice to us prior to the completion of this activity; (3) Financial impairment of the Named Insured, including but not limited to the appointment of a receiver, conservator, liquidator, or trustee for the Named Insured, or if the Named Insured has become a debtor in possession under bankruptcy laws; (4) When any lawyer joining the Named Insured during the policy period is aware of any claim or potential claim that had been alleged against that lawyer prior to joining the Named Insured; or, (5) When any lawyer joining the Named Insured during the policy period is subject to any disciplinary proceeding by any court or bar association or has been reprimanded, censured or disbarred or prohibited from practicing law in a specific area before any court or administrative agency. Other Insurance The insurance provided for in this Policy shall be excess over all other valid and collectible insurance, whether such insurance is stated to be primary, contributory, excess, umbrella, contingent or otherwise. In no event shall we be responsible under this Policy for a greater proportion of such damages and claim expenses than the Limit of Liability under this Policy bears to the total limits of liability under all applicable insurance issued by all companies unless such other insurance is specifically purchased to apply in excess of the Limits of Liability of this Policy. 10. Waiver Our failure to insist on strict compliance with any of the terms, provisions or conditions of this Policy, or the failure to exercise any provision, right or privilege under this Policy, shall not operate as, nor be construed as, a waiver or change to any provision of this Policy. None of the provisions of this Policy will be waived, changed or modified unless made by written endorsement to this Policy and signed by our authorized representative. 11. Cancellation and Nonrenewal This Policy may be canceled by the Named Insured by providing written notice to us. The cancellation shall be effective on the date specified by the Named Insured or the date the notice is received by us, whichever is later. b. If we cancel this Policy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Policy premium will be the amount calculated in accordance with the standard short rate tables and procedures. Premium adjustments shall be made within a reasonable period of time after cancellation. C. If we cancel or non -renew this Policy for any reason other than non-payment of premium, we shall provide written notice to the Named Insured not less than thirty (30) days prior to the effective date of the ATY-0001-00-0116 Page 12 of 16 © 2016 Attorney Protective. All rights reserved. cancellation or non -renewal. If we cancel this Policy for non-payment of premium, we shall provide written notice to the Named Insured not less than ten (10) days prior to the effective date of the cancellation. d. If we cancel or non -renew this Policy, coverage under this Policy shall terminate on the earlier of: (1) The date and time stated on the cancellation or non -renewal notice; or, (2) The date and time the Named Insured secures replacement coverage. e. All notices given under these provisions by us will be sent by U.S. mail to the Named Insured at the address last known to us and shall be effective to cancel or non -renew this Policy for all Insureds. f. The offering of renewal terms and conditions different from the expiring terms and conditions shall not constitute a non -renewal. 12. Entire Contract By acceptance of this Policy you agree that: a. All of the information, Applications, supplements, addendums and statements provided to us by the Named Insured are true, accurate and complete and shall be deemed to constitute material representations made by each and all of the Insureds; b. This Policy is issued in reliance upon the Named Insured's information, Applications, supplements, addendums, and statements; C. This Policy and all its endorsements, together with the completed and signed Application and any and all information, Applications, supplements, addendums and statements provided by you to us are deemed to be incorporated into this Policy and embody all of the agreements existing between you and us and shall constitute the entire contract between you and us; and, d. The misrepresentation of any material matter by you or your agent, whether in the Application or otherwise, will render this Policy null and void and relieve us from all duties and liability under this Policy. 13. Named Insured as Sole Agent The Named Insured shall be the sole agent of all Insureds under this Policy for the purpose of effecting or accepting any notices under this Policy, any 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 Policy, and the exercising or declining to exercise any rights under this Policy. 14. Economic Sanctions Payments under this Policy shall be made only in full compliance with all United States economic or trade sanction laws or regulations including, but not limited to, sanctions, laws and regulations administered and enforced by the United States Treasury Department's Office of Foreign Assets Control. G. AUTOMATIC EXTENSION OF TIME TO REPORT CLAIMS Commencing upon the cancelation or nonrenewal of this Policy by either the Named Insured or us, we will provide an automatic extension of sixty (60) days to the Named Insured to report any claims that were first made against an Insured during the policy period. However, if the Named Insured has obtained another policy of lawyers professional liability insurance that covers claims that would otherwise be reported to us during the automatic extension period, this provision will not apply. This automatic extension shall not extend the policy period or change the scope of coverage provided. Any claim first reported to us during the automatic extension will be deemed to have been made on the last day on which this Policy is in effect. The Limits of Liability that apply at the end of the policy period are not reinstated, renewed or increased for claims first reported during the automatic extension of sixty (60) days. H. EXTENDED REPORTING PERIODS 1. Terms and Conditions Applicable to All Extended Reporting Periods ATY-0001-00-0116 Page 13 of 16 © 2016 Attorney Protective. All rights reserved. a. If this Policy is canceled or non -renewed by the Named Insured or us for any reason, or if an Insured is otherwise eligible for an extended reporting period option as set forth in sections H.2. or H.3. below, we shall, upon written request of the Named Insured, make an offer of an extended reporting period for the terminated coverage, subject to the following terms and conditions: (1) The Named Insured must make the request to us in writing, and pay the additional premium, if any, within sixty (60) days of cancellation or non -renewal of this Policy, or in the alternative, within the time periods set forth for the extended reporting period options under H.2. or H.3. below; and, (2) Any extended reporting period, and all claims reported thereunder, shall be subject to all terms and conditions of this Policy. b. Any extended reporting period: (1) Must be evidenced by an endorsement issued by us in writing; (2) Will provide the Named Insured with an additional period of time as set forth in the endorsement to report claims first made or brought against an Insured during the policy period or during the extended reporting period; (3) Shall not constitute a new policy; (4) Shall not reinstate, increase or renew the Limits of Liability, and such limits shall be a part of, and not in addition to, the Limits of Liability for the policy period; and, (5) Shall cover only those claims based upon or arising from wrongful acts committed by an Insured after the Policy retroactive date and before the end of the policy period. C. The right to any extended reporting period endorsement is expressly extinguished if: (1) Any amount payable to us under the Policy has not been paid in accordance with the terms of payment, including the failure to pay any premiums when due, or the failure to timely pay deductible amounts due and owing; (2) Any Insured made material misrepresentations in the Application, supplements, addendums or attachments to the Application or to underwriting inquiries; (3) At the time this option could be exercised, the relevant Insured was not licensed to practice law, or had his or her license revoked, suspended or surrendered for any reason; or, (4) There is or was any material noncompliance by an Insured with any of the terms or conditions of this Policy. Non -Practicing Extended Reporting Period — Additional Terms & Conditions Upon the total and permanent retirement or cessation of the full-time or part-time practice of law, an Insured may be eligible for an extended reporting period endorsement, subject to the following terms and conditions: a. The relevant Insured retired or ceased the full-time or part-time practice of law, or leaves the private practice of law to become a state or federal judge, during the policy period; The relevant Insured was, at the time this option could be exercised, a partner, principal, officer, director, shareholder or employed lawyer, other than an independent contractor, who was paid under a regular payroll schedule or firm distribution and had federal and state (if applicable) taxes withheld by Named Insured; C. The Named Insured was insured by us for at least three (3) consecutive years prior to the request for the Non -Practicing Extended Reporting Period and the relevant Insured was employed by the Named Insured for those same three (3) years; d. The relevant Insured notifies us in writing of their retirement or cessation of the practice of law and intent to exercise this option within sixty (60) days of date the relevant Insured retires or ceases the practice of law, or at the end of the policy period, whichever comes first; and, e. Coverage provided under the Non -Practicing Extended Reporting Period will cease immediately upon an Insured's resumption of full or part time practice of law. However, Insureds performing voluntary or uncompensated legal services on a full or part-time basis for or on behalf of not-for-profit ATY-0001-00-0116 Page 14 of 16 © 2016 Attorney Protective. All rights reserved. organizations or purposes will be considered retired for the purpose of retaining their Non -Practicing Extended Reporting Period under this subsection so long as such Insureds have otherwise ceased the practice of law, provided no other legal services, and are not compensated in any way (not including reimbursement for actual costs or expenses related to the uncompensated representation) for providing the legal services. Such voluntary legal services are not covered by the Non -Practicing Extended Reporting Period as set forth in Section H. Receipt of free office space or supplies or provision of health care or other benefits in exchange for legal services is considered to be compensation for legal services. Death or Permanent Disability Extended Reporting Period - Additional Terms & Conditions Upon the death of an Insured or when an Insured becomes totally and permanently disabled, the relevant Insured may be eligible for an extended reporting period endorsement of up to five (5) years for no additional payment of premium under the following terms and conditions: a. The relevant Insured died or became totally and permanently disabled during the policy period, and the death or disability was not the result of suicide, drug or alcohol abuse, or an intentionally self-inflicted wound; b. The relevant Insured was, at the time this option could be exercised, a partner, principal, officer, director, shareholder or employed lawyer, other than an independent contractor, who was paid under a regular payroll schedule or firm distribution and had federal and state (if applicable) taxes withheld by Named Insured; C. The Named Insured was insured by us for at least three (3) consecutive years prior to the request for the extended reporting period; d. Within sixty (60) days of the death or total and permanent disability, or within thirty (30) days of the end of the policy period, whichever comes first, the relevant Insured or their legal representative notifies us in writing of the death or disability, provides evidence satisfactory to us of such death or disability, and requests this extended reporting period endorsement; and, e. The extended reporting period endorsement expires upon the expiration of five (5) years, or the date the estate is discharged, or the date the relevant Insured is no longer totally and permanently disabled, whichever comes first. 4. Premium for Extended Reporting Periods The additional premium for an extended reporting period endorsement other than the Non -Practicing, Death or Permanent Disability options, shall be based upon the premium of the expiring Policy as follows: (1) One hundred percent (100%) of the annual premium for a one-year extended reporting period; (2) One hundred fifty percent (150%) of the annual premium for a two-year extended reporting period; (3) One hundred seventy-five percent (175%) of the annual premium for a three-year extended reporting period; (4) Two hundred twenty-five percent (225%) of the annual premium for a six-year extended reporting period; or, (5) Two hundred fifty percent (250%) of the annual premium for an unlimited extended reporting period. b. No additional premium is due for a Non -Practicing Extended Reporting Period endorsement issued pursuant to H.2 above, for up to an unlimited duration. No additional premium is due for a Death or Disability Extended Reporting endorsement issued pursuant to H.3 above, for a period of up to five (5) years in duration. d. Any premium paid to us for an extended reporting period endorsement is non-refundable. ATY-0001-00-0116 Page 15 of 16 © 2016 Attorney Protective. All rights reserved. IN WITNESS WHEREOF, AttPro RRG Reciprocal Risk Retention Group has caused this Policy to be signed by its President and Secretary of MeclPro Risk Retention Services, Inc., Attorney in Fact for AttPro RRG Reciprocal Risk Retention Group. President Secretary ATY-0001-00-0116 Page 16 of 16 © 2016 Attorney Protective. All rights reserved. Issuing Company: AttPro RRG Reciprocal Risk Retention Group ECONOMIC SANCTIONS EXCLUSION ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. In consideration of the payment of premium, it is understood and agreed that the following endorsement is attached to and modifies the Policy. The following exclusion is added to paragraph 2 of Section E., EXCLUSIONS, of the Policy: Where coverage for such claim or Supplementary Payments would result in violation of any U.S. economic trade sanctions such as, but not limited to, those sanctions administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control. Similarly, any coverage relating to or referred to in any certificates or other evidences of insurance, or any claim or Supplementary Payments that would be in violation of U.S. economic or trade sanctions as described above shall be null and void. All other terms and conditions of the policy remain unchanged. ATY-2015-00-0116 Page 1 of 1 © 2016 Attorney Protective. All rights reserved. Issuing Company: AttPro RRG Reciprocal Risk Retention Group WASHINGTON AMENDATORY ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. In consideration of the payment of premium, it is understood and agreed that the following endorsement is attached to and modifies the Policy. Condition 11 of Section F., CONDITIONS, of the Policy is deleted in its entirety and replaced with the following: 11. Cancellation and Nonrenewal This Policy may be canceled by the Named Insured by mailing, faxing or e -mailing written notice to us, or to any of our authorized representatives, requesting cancellation. The Named Insured may also cancel this Policy by surrendering this Policy, or by providing verbal notice of cancellation to us, or any of our authorized representatives. If the Named Insured verbally requests cancellation, we will require confirmation of the cancellation in writing from the Named Insured or by the Named Insured's authorized agent, if any, with the authority to cancel the Policy. The cancellation shall become effective on the date requested by the Named Insured or the date the notice is received by us, whichever is later. b. This Policy may be canceled by us by mailing or delivering written notice to the Named Insured at the last known address, and to the agent of record, if any: (1) At least ten (10) days prior to the effective date of cancellation if the Named Insured has failed to pay a premium when due, whether the premium is payable directly to us or indirectly under a premium finance plan or extension of credit; or, (2) At least forty-five (45) days prior to the effective date of cancellation for any other reason. C. The notice shall include the actual reason(s) for the cancellation and describe significant risk factors that led us to our underwriting action. Such notice will be sent to any other person shown by the Policy to have an interest in any loss which may occur thereunder including all additional insureds named on the Policy. A certificate of mailing shall constitute proof of mailing. d. If we cancel the Policy the earned premium shall be computed pro rata. If the Named Insured cancels the Policy, the earned premium shall be computed pro rata. Premium adjustments shall be made within a reasonable period of time after cancellation, but payment or tender of such unearned premium shall not be a condition of cancellation. This Policy may be nonrenewed by us. We will mail or deliver written notice of the nonrenewal, along with a description of the reason for our underwriting action, to the Named Insured and its authorized representative, if any, at its last known address not less than forty-five (45) days prior to the expiration date provided in this Policy,. Any notice of nonrenewal will include a statement of reasons therefore. No notice of nonrenewal will be sent if the Named Insured is insured elsewhere, has accepted replacement coverage, or has requested or agreed to nonrenewal. ATY-9001-WA-0116 Page 1 of 2 © 2016 Attorney Protective, All rights reserved. No notice of nonrenewal will be sent to the Named Insured if: (1) We provide written notice of our willingness to renew this Policy, including a statement of the amount of the premium or portion thereof required to be paid, to the Named Insured either directly or through the Named Insured's authorized representative, if any, at least twenty (20) days prior to the expiration of the Policy, and the Named Insured fails to discharge the payment when due; (2) The Named Insured has procured equivalent coverage prior to expiration of the Policy term; or, (3) The Policy is evidenced by a written binder containing a clearly stated expiration date which has expired by its terms. g. Whenever a notice of cancellation or renewal of this Policy is provided to the Named Insured, a copy of such notice shall be provided to the Named Insured's authorized producer or agent, if any, within five (5) working days. Whenever possible, the copy to the Named Insured's authorized producer or agent, if any, shall be provided electronically. All other terms and conditions of the Policy remain unchanged. ATY-9001-WA-0116 Page 2 of 2 © 2016 Attorney Protective. All rights reserved.