Loading...
HomeMy WebLinkAboutIndigent Defense Services AgreementAGREEMENT FOR KITTITAS COUNTY UPPER DISTRICT COURT INDIGENT DEFENSE SERVICES (2019) This agreement is entered into by and between the County of Kittitas (Co unty) 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 ofreceiving notice of appointment through every stage of the legal proceedings at the district court le vel including sentencing and the processing of notices of appeal and motions for orders of indigence for direct appeals. The Contracting Attorney shall pro vi de 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 abo ve; 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 representatio n subject to order of the court and thereafter the Contracting Attorney shall have no obligation herein to represent the client or accept reappointmen t 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. either the Attorney nor any employee of the Attorney is an employee of the County. either 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 in demni fy the County in that regard . 3. Applicant Screening. Determination of lndigence 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 of6 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 Defen e 14.1 and 14.2, and shall have a minimum of five years' experience in the criminal law legal field (defense attorney and/or pro secutor and/or judi cial). The Contracting Attorney shall be responsible for performance ofthis 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 propo sed 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 Offi ce of Public De fense within each calendar year in courses relating to their public de fense 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 b y 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 pro vide a Certification of Compliance with the applicable standards as required by CrRLJ 3.1 which shall be filed with the Upper Di strict 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. IO 1.050 . 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 of6 or age nts in the performance of this agreement. either 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 intenti onal act or omission of the CO TRACTOR 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 serv.ices under this contract shall secure and maintain at her own expense a policy of comprehensive professional li ability 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. CO TRACTOR 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: o 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. o 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 rea son 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 pro visions 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 appl y to all referrals made through December 31, 2019, unless the contract is terminated earlier, in which case the contract s~all 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 of6 or employed counsel) shall not handle a caseload of more than 300 cases as weighted, or an average number of25 per month . 12. Compensation for Assigned Cases. The Contracting Attorney shall be paid shall be paid as follows: • ew Appointments: $300 for all new Gross Misdemeanor case $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 fo r assigned cases shall include the defendant's name, all charges, and affiliated case nurnber(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/DP s/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/DP s -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 re appointed, 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 of6 17. Extraordinary cases. If a publ ic defender is assigned a case which requires an extraord inary amount of time and preparation, the following additional payment may be applied for: $75 per hour for each hour o ver ten (10 ) hours . 18. Conflict Counsel. The cost of confl ict counsel shall be paid by the Coun ty 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 resol ved 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 o f 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 go vernmental 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-discriminati on 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 of6 23. Prescheduled Leave. The Contracting Attorney will provide a Not ice of Unavai labilit y for pre- sc heduled vacation, trainings and other leave. The Contracting Attorney will be re sponsible to provide alternate coverage or agreed upon orders of continuance with ap propri ate waivers pursuant to CrRLJ 3.3. When alternate coverage is neces sary, the covering attorney may bill the court in the amount of $225 .00 for said co verage 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 5f1'1 day of .feA:YV11LbYV1(3 , 2019. Judge Darrel R. Ellis Upper Kittitas County District Court Page 6 of6 .«~ AttPro RRG ~ a MtJl'ro G,m,p/Btrkshirt HaJMu:t!l '!ffilialf 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 pay ment of the premium, your obligation to pay t he deductible, and in relian ce on all statements in the Appl ication and all supplementary information you prov ide to us , and subject to the Declarations, and all other terms , conditions, lim itations, exclus ions, and end orsements of this Po licy, the Named Insured and we agree as fo ll ows: A. INSURING AGREEMENT Subject to all terms and cond iti ons of this Pol icy, we w ill pay on your behalf all claim expenses and damages up to the Limits of Liability as set forth in the Dec larations of t hi s Po licy, for a claim to which th is Policy appl ies that is first made aga inst you during the policy period or during a prior pol icy issued by us and continuously renewed by the Named Insured up to t he present policy period. Add it ionally, the claim must be reported to us during the policy period, or if app licable, reported to us durin g the sixty (60) day auto mat ic extens ion of time to report claims . However, our agreement to defend or ind emnify you for a claim shall only app ly if: 1. The claim arises from a wrongful act committed by you after the Po li cy retroactive date and before the Pol icy exp iration date; 2. The claim arises from an act, error or omiss ion in the perfo rmance of legal services by you on behalf of the Named Insured or any predecessor firm ; 3. The claim was not the subj ect of any notice previously given to any insurer, nor was the claim made under another policy of Insurance; 4. The appl icable Limits of Liability of t hi s Pol icy have not been ex hausted by the payment of claim expenses or damages; and, 5. No Insured knew or reasonably sho ul d have known of a prior claim or prior known incident prior to the earli er of: a. The inception date of the first policy iss ued by us to the Named Insured that was continuo usly renewed up to the in ception date of this Po li cy; or, b. The inception date of th is Pol icy. Notw ithstanding the forego ing , with respect to prior claims t hat 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 t ime the prior claim was first made aga inst an Insured . Further, with re spect 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, includ ing all applicable Limits of Liability, of the policy in place at the t ime an Insured first became aware that a claim might be made against any Insured . ATY -00 01 -00 -0116 Page 1 of 16 © 2016 Attorney Protective . All rights reserved . B. DEFINmONS Wherever used in this Pol icy: 1. Claim means a demand rece ived by you for money or serv ices 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 serv ic e of su it or the institution of an arbitrat ion proceed in g against the Insured or a request to toll the statute of limitations. Claim does not include a demand for money or services in crimina l proceedings of any type brought aga inst an Insured , or in any proceed in gs that seek injunctive, declaratory, equitab le or non-pecuniary relief or remedies . Claim also means a demand received by you for money or serv ices ar ising from a network incident. 2. Claim expenses means: a. Reasonable and customary fees for necessary legal work performed by attorneys des ignated or approved by us ; b. All other reasonable and necessary fees, costs and expenses approved by us and resu lt ing from the investigation, adjustment, defense and appea l of a claim ; and, c. Premiums for any appeal bond, attachment bond or simil ar bond in an amount not to exceed the unexhausted Limits of Liabil ity of this Po li cy, prov ided 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 sa laries or expenses of either your or our employees or attorneys. 3. Commonly accepted technologies means current and convent ional methodologies des igned to secure confidential client information and the lnsured'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 assoc iated input and output dev ices , 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 confidentia l or proprietary information not available to the genera l public rece ived by an Insured in connection with an act, error or omission in the performance of legal services to others regarding: a. An individual cl ient's non-pub lic 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 the ir lawful spouses, at the t ime 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 rea l estate interest; b. Votes, voted or will vote ten percent (10%) or more of th e is sued and outstand ing 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 rea l 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 dea th, departure or deb ilitatin g ill ness of the so le proprietor, manag in g partner, or practice gro up leader of the Named Insured ; b. A pote ntia l disso lution of the Named Insured ; c. An in cident of workplace violence related to the Named Insured ; or , d. The fi li ng of an involun tary ban krup t cy petit ion aga in st the Named Insured . 8. Crisis event expenses means reasonable fees in curred by the Named Insured for ne cessary consulting serv ices provided by a public re lations firm in respon se to a crisis event. 9. Damages means the amount th at an Insured becomes lega lly ob li gated to pay as a res ul t of any covered claim including, but not limited to, a monetary judgment, award or se ttl eme nt, and any in terest i mposed on such judgment, award or settlement, but does not in clude: a. The return or restitution of lega l fees, costs or expe nses paid to or charged by t he Insured for legal services, no matter whether cla imed as a measure of t he recovery so ught, or as res titution, unearned professional fees, forg iveness of professiona l fee s, forfe iture , finan cial loss or set-off; b. Any civil or criminal: (1) fin es , sa nctions, penalties, forfe itures; (2) statutory pen alti es ; (3) leg al fees; (4) exemp lary or punitive damages; or, (5) awards designed to puni sh, deter, reg ul ate cond uct, fee shift or pe naliz e; im posed or awarded aga in st an Insured or any client of an Insured , whether pursuant t o any federa l or sta te law, st atute, regulat ion, ord in ance, court ru le or case law; c. The multiplied portion of multiplied awa rd s; d . Any costs in curred to co mp ly with any order for in junctive or non -monetary re li ef or to comply with an ag reem ent to prov ide such re li ef; e. Any amount not in surable under t he app li cable law; f. Claim expenses, disciplinary proceeding expenses, crisis event expenses or privacy incident expenses ; or, g. Any amount ordered to be paid, awar ded or costs necessary to comp ly with any ord er or rulin g in a disciplinary proceeding. 10 . Denial of service attack me ans a malic ious attack to make a server or network resources unava il able to authorized users resulting i n: a. The i nability 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 in abi li ty is d irect ly caused by th e Insured's computer system . 11. Disciplinary proceeding means a proceed ing to inve stigate alleged profess ion al misconduct, or other matters re latin g to attorney licens in g or discipl ine, conducted by a bar associa ti on, professional disc ipl inary board or simil ar body regulating lawyer conduct. Disciplinary proceedings do not include criminal proceed ings of any kin d, or attorney disc ip linary actions or proceed ings filed with any type of re gu latory agency not previou sly referenced in this definition , inclu ding but not limited to, the Sec urities and Exchange Comm ission, t he United States Pate nt & Trade mark Office or the Intern al Revenue Serv ice . 12. Disciplinary proceeding expenses mean reasonable and customary fees , costs and expenses , includ in g lega l fees for legal work performed by atto rn eys designated or approved by us , incurred in connection with disciplinary proceedings ; ATY -0001-00-0116 Page 3 of 16 © 2016 Attorney Protective . All ri ghts reserved . 13 . Insured's computer system means any computer system : a. Leased or owned by a Named Insured and operated by an Insured fo r t he Named Insured 's benefit ; or, b. Opera t ed by a service provider sole ly for the Named Insured 's bene fi t. 14 . Legal services means serv ices provided to others by an Insured in the capacity as: a. An attorney or notary publ ic; b. An arb itrator or medi ator; c. A title insurance agent; d. A government affairs lobbyist or advisor; e. An administrator, conservator, executor, guardian, trustee, receiver, or in any sim il ar court appo inted fiduci ary capac ity, provided such serv ice s are performed in connection with and in cidenta l to the provision of legal services by the Named Insured; f. An author, but only for the publ icat ion or presentation of legal research papers and lega l writing relating to the practice of law, includin g materia ls for Co ntinuing Lega l Educat ion cred it, provided the tota l remuneration for such work is less th an $25,000 ; or, g. As a member of a bar assoc iati on or other legal or attorney related ethics, peer review, accredi tation, licen sing or similar board, committee or organ ization; 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 prov ide, any fin anc ial or investment advice or financial management. 15. Malicious code mean s the unauthorized corruption of software through the use of compute r viruses, Trojan horses, keystroke loggers, cook ies, spywa re, adware, worms, log ic bombs and other coding methods t hat impair the Insured's computer system . 16. Named Insured means the person or entity designated as such in the Declarations of th is Policy. 17. Network incident means a denial of service attack on, or the transmiss ion of malicious code to, the Insured's computer system resulting in: a. an unauthorized user havi ng access to confidential client information ; b. a denial of service attack on a cl ient's computer system; or, c. a suspens ion or interruption to a cl ient's network; which results in a claim from a cl ient for loss. Network incident shall not include any claim or loss as a result of an electrical fa il ure, including electrica l power interruption, surge , brownout, blackout or interrupti on , or the failure of the I nternet, telephone or other public i nfrastructure network. 18. Not-for-profit organization or purpose me ans any organization or purpose which is organized and conducted for the public benefit and operated prim arily for charitable, civ ic, educationa l, religious, or welfare purposes. 19. Our, we, us , ours means the in surance company that appears in the Declarations of this Pol icy. 20. Personal injury means injury, including mental anguish and emotional d istress , based upon or arising from the provision of legal services and involving: a. False arrest, humiliation, detention or impri son ment, wrongfu l entry or eviction, malicious prosecution, abusive litigation ( civil or cr imin al) or abuse of process; or b. 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 in ception date and t ime, 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-000 1-00-0116 Page 4 of 16 © 2016 Attorney Protective . All rights reserved. 22 . Predecessor firm means any person or enti ty t hat was former ly engaged in providing legal services but wh o no longer does so, and to which financial assets and li ab iliti es the Named Insured is the majority successor in in terest, and that is identified as a predecessor firm in th e Declarations of th is Pol icy. 23 . Prior claim means any claim first reported to us du rin g t he policy period , but fir st made aga in st an Insured dur in g t he effect ive da t es of a pr ior pol icy issued by us to the Named Insured and cont inu ous ly 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 tha t results in a claim be in g first made aga in st an Insured dur ing th is policy period , and which: a. 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 dur in g a pr ior pol icy issued by us to the Named Insured and cont inuously renewed up to the present policy period . 25. Privacy incident means a violat ion of any privacy regulation ar ising from an act, error or omission in your performance of legal services for others result ing in privacy incident expenses. 26. Privacy incident expenses means reasonable expenses for attorney's fees and costs, consultat ion with informat ion technology experts, and court costs necessar il y in curred by the Insured to respond to a formal regulatory inquiry by a governmental body or agency with author ity to investigate profess iona l misc ond uct with regard to a privacy incident. 27. Privacy regulation means any state or federa l statute, law or regulat ion assoc iated with the control and use of personally identifiable financial, med ical or other sens itive information including, but not limited to, Graham Leach Bliley Act, Hea lth I nsurance Portab ility and Accounta bility Act , or Hea lth Information Technology for Econo mic and Cl inical Health Act, or any of the ir extens ions or amendments . 28 . Related claims means all claims based upon or arising from t he sa me or re lated facts , circumstances, situations, transactions, advice, events , decis ions or wrongful acts or in connection with the same or related serie s of facts, circumstances, situat ion s, transact ions , adv ice, events, dec isions or wrongful acts . 29 . Service provider means a business that provides computer -based serv ices to the Named Insured with respect to the Insured's computer system . 30. Wrongful act means any actua l or alleged negl igent act, error or omiss ion in the performance of legal services , or personal injury in the performance of suc h legal services , for others by you . 31. You , your or Insured means: a. The Named Insured and any predecessor firm spec ifi cally named in the Declarat ions of th is Policy; b. Any present partner, pr inc ipal, officer, director, shareholder, or employed lawyer of the Named Insured , but onl y during the performance of legal services in the course and scope of their duties on behalf of the Named Insured ; c. Any past pa rtner, pr incipal, officer, director, shareholde r, or employed lawyer of t he Named Insured , but only while they rendered or fa iled 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 Counse l or as an independent contractor to the Named Insured and is designated as such in the App lication and is listed in the Named Insured's records as Of Counse l 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, hei rs , executors, adm inistrators, 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 otherw ise be prov ided coverage under this Policy. ATY-0001-00-0116 Page 5 of 16 © 2016 Attorney Protective. All rights reserved . C. DEFEN SE, SETTLEMENT AND SUPPLEMENTARY PAYMENTS 1. Defense of Claims We have the r ight and duty to defend claims brought against you seeking damages to whi ch t hi s Policy appl ies , even if the claims are groundless . However, we sha ll have no duty to defend claims brought against you seeking damages or assert ing claims not covered by t hi s Po li cy . When we have pa id our Lim its of Liab ili ty as prov ided in the Declarat ions of th is Policy as payment of damages or claim expenses , or after depos iting the remai ni ng Um it of Liab ili ty into the reg istry of a court of compete nt jurisd ict ion, our ob li gation to pay any damages or claim expenses , or to underta ke or cont inue the defense of any claim or su it, ends . Upon such payment or depo sit, we have the right to withdraw from the further defense of the claim or suit by te nder ing the defense of the claim or suit to you . You agree to accept the tender of the defense when we withdraw. 2. Defense Counsel Wh il e we we lcome your input in se lect ing defense counsel, we reta in the exclu sive right to make that se lection. Our determination as to the rea so nablene ss of claim expenses is conclusive . 3. Settlement We will not settle a claim without your consent; however, you may not unreasonably with hold such consent. If you withhold co nse nt to any settlement that we recommend, then our liabi lity for the claim will not exceed the amount for wh ich 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 se ttled, plus claim expenses incurred up to the date of your refusal to consent, we have no further liabi lity 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 sett le or offer to settle any claim , incur any claim expenses , enter into a toll ing agreement, or otherw ise assume any contractual obligation, or admit any liabil ity with respect to an y claim without our prior written consent. We shall not be liable for any se ttlement, damages, claim expenses or ass umed obl igations or admiss ions for wh ich we have not given our pr ior wri tten consent. 4. Co ll aborative Defense Your deductible as provided in the Declarations of this Pol icy will be reduced by fifty percent (50%) for the relevant claim if we mutual ly co llaborate with you to success ful ly resolve the claim and, as a result of suc h collaboration , any of the following occurs : a. The claim is settled or reso lved by us at med iat ion before su it is fil ed at terms and co nd it ions, and for an amount, acceptable to us ; b. The claim is settled or reso lved at mediation within 365 days after suit is filed at terms and conditions, and for an amount, acceptab le to us ; c. The claim is sett led or resolved as ev idenced by a wr itten sett lement agreement and within 365 days of the da te the claim is reported to us at term s and cond itions, and for an amount, acceptable to us ; or, d. The claim is settled or res olved by us within your deductible as provided in the Dec larations of this Po licy, including all payments for damages and claim expenses . However, the amount of the deduct ible reduct ion wi ll not exceed $25,000 for the re levant claim . 5. Pre-Claim Investigation Ass istance Pri or to a claim being made aga inst an Insured , we may, at our sole discretion, investigate and pay costs and expenses that we incur resulting from such inve stigation of a potent ial claim . In ord er to qual ify for Pre-Claim Investigation Ass istance under this provision, potential claims mu st be otherwise covered under the terms and cond itions of th e Policy. 6. Subpoena Assistance a. In the event you receive a subpoen a for documents or te stimony arising out of legal services rendered by you , and you request ass istance from us by providing us with a cop y of the subpoena, we will retain an attorney : A TY-0001 -00-0116 Page 6 of 16 © 2016 Attorney Protective . All rights reserved. (1) to ass ist you regard in g the production of docu ments and the prepa rati on of your sworn testimon y ; and, (2) t o attend and represent you at your deposition. b. However, in order for coverage to apply under this provis ion, you ; (1) must not be a party to the aetion out of which the subpoena ar ises; (2) must have not been reta ined to provide an opin ion, advice or testimony in conneetion with such action; (3) must report the subpoena to us no later t han three (3) business days from rece ipt of serv ice, or if not poss ible, as soon as practicab le, and in no event later than t he 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 re sult of work performed by the attorney hired pursuant to this section. 7. Supplementary Payments The most we will pay for all Supplementary Payments payable under th is Sect ion is $150,000 per policy period, regardless of the number of Supplementary Payments so ug ht or number of cla i mants or insureds involved. Payments made pursuant to this provision of the Po licy are not part of and do not erode the Lim its of Liabil ity set forth in the Declarations and are not subj ect to the Deductible. Supplementary Payments will be made only for the follow ing ; 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 w ill 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 subm it proof of your lost earnings or expenses in a form acceptable to us within ninety (90) days of such attendance. b. Defense of Disciplinary Proceedings We w ill 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 be ing brought. Under this provision, we will pay reasonable disciplinary proceeding expenses up to a max imum 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 liab le for any settlement or disciplinary proceeding expenses or assumed ob ligations or admissions for wh ich we have not given our prior written consent. When we have pa id the max imum amount of disciplinary proceeding expenses provided under this provision, our obligation to pay any disciplinary proceeding expenses , or to undertake o r 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 tender ing the defense of the disciplinary proceeding to you. You agree t o 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 in curred 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 wi ll we have a duty to defend any Insured under this provis ion. Our obligation to reimburse you for crisis event expenses is expressly made contingent upon you submitting your requ est for reimbursement along with proof of your loss in a form acceptable to us w ithin 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 . d. Privacy Incident We w ill reimbur se 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 therea~er . Under this subsect ion, the most we w ill pay is $25,000 in the agg reg ate for all privacy incidents expenses incurred as the resul t of a privacy incident occurrin g durin g 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 ob li gation to reimburse you for privacy incident expenses is expressly made contingent upon you subm itting your request for reimbursement along with proof of your loss in a form acceptable to us within sixty (60) days of when the expe nse or payme nt was in curred. D. LIMITS OF LIABILITY AND DEDUCTIBLE 1. Limit of Liability -Per Claim The mo st we will pay for all damages and claim expenses for each claim first made aga in st the Insured and reported to us in writing during the policy period sha ll not exceed the Per Claim Limit of Liabil ity set forth in the Declarations as the Per Claim Limit of Liability, regard less of the number of claims or related claims made, causes of actions asserted , or number of claimants or Insureds involved. 2. Limit of Liab ili ty -Agg regate The most we will pay for damages and claim expenses for all claims first made aga in st the Insured and reported to us in writing durin g the policy period shall not exceed the amount stated in the Declarations as the Agg r egate Limit of Liability, regardless of t he number of claims or related claims made, causes of actions asserted, or number of claimants or Insureds involved. 3 . Claim Expenses Claim expenses we pay are a part of, and not in addit ion to , t he Limits of Liabil ity, and payme nt by us of claim expenses shall reduce and may ex haust the Lim its of Liab ility. 4. Deductible You are obl igated .to pay all claim expenses and damages up to t he amount of the deductibl e shown in the Declarations for each and every claim. However, t he first $25,000 of claim expenses shall not be subject to the deductibl e and will be pa id directly by us . The ded uctibl e sha ll be payable by you, as claim expenses in excess of $25,000 are in curred or as damages are pa id. The amount of the deductible is within and reduces both the Per Claim and Aggregate Limits of Liab ili ty. Payment of the deductible sha ll be made by you within thirty (30) days of our demand for payment. 5. Related Claims All related claims will be treated as a sin g le claim and subj ect to the Per Claim Limit of Liability stated in the Declaration s of this Po li cy and will be deemed to have been made at the t im e the first of such related claims was made. Neither the making of a claim aga inst multiple Insureds, the making of multiple claims, nor the making of claims by multiple people or entit ies, sha ll operate to increase either the Per Claim Limit of Liability or the Aggregate Limit of Liabi lity under this Pol icy . 6. Multiple Pol icies Issued by Us If more t han one lawyers' profess iona l liability pol icy issued by us, or by a past, present or future pare nt, subs id iary or affil iate of ours, appl ies to the liability of an Insured, we sha ll 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 con fi ned to the pol icy conta ining the largest applicable limit. If the limit of li ability on each pol icy is t he same, only one limit will apply. E. EXCLUSIONS This Policy does not apply to: ATY -0001 -0 0-0 11 6 Page 8 of 16 © 2016 Attorney Protective. All ri ghts reserved . 1. Any claim or req ues t for Supplementary Pa ym ents based upo n, arisin g out of, direct ly or in d ire ctl y res ultin g from or in consequence of, or in any way involvi ng any of t he follow ing : a. Any mal icious or intentional act or abuse of process; b. Any dishonest or fraudulent act; c. Any will fu l or crimina l v io lation of any law, statute or regulation ; or , d. Any libel or slander comm itted with kn owledge of its falsity . However, we will defend and pay claim expenses or disciplinary proceeding expenses for such all ega ti ons only if the claim or disciplinary proceeding is otherw ise covered by t hi s Pol icy , and until there is a fina l adjud ication, judgment, order or rul ing by a court or admin istrative body , or bind in g arb itration dec ision or conviction aga inst an Insured , or a written document, lega l admiss ion or statement by an Insured estab li sh ing such conduct set forth in th is exclus ion, or a plea of no/o contendere or no contest regard ing such conduct set forth in this exclus ion. Once such conduct set forth In t his exclus ion is establ ished 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 exclus ion, and we wil l have no f urther liability for claim expenses or disciplinary proceeding or damages . You agree to accept t he tender of t he defense when we withdraw. Whenever coverage unde r th is provision would be excluded, suspended or lost because of such conduct set forth in th is exclusion by any Insured , we agree that such coverage, as would otherwise be afforded under th is Pol icy , shall be app li cable with respect to an Insured who did not perso nal ly participate, or personal ly acqu iesce in or rema in passive alter havi ng personal know ledge of such conduct. 2. Any claim or request for Supple mentary Payments based upon, arising out of, d irectly or indirectly result ing from or in consequence of, or in any way involv ing any of the follow ing: a. Any Insured 's serv ices or capac ity as an officer, director, partner, trustee, manager, owner, or employee of a corporation, partnersh i p, association, tru st or fund, includ ing a pension, we lfare, profit sharing, mutua l or investment fund or trust, or any other business enterprise or charitable orga ni zation of any ki nd other than t he Named Insured, except for your services as a court appointed trustee or as an officer, director or member of any non-profi t profess ional lega l assoc iation, its governing board, or any of its comm ittees ; b. Any Insured 's serv ices or capac ity as a publ ic official or employee of a governmental body , subd ivision or agency, except however for a claim or disciplinary proceeding brought by a governmenta l agency, body or subd ivision as a cli ent of the Named Insured that is based upon or arises so lely from the performance of legal services by an Insured to the governmental agency , body or subd ivision, but only if such services are performed as a member of or on beha lf of the Named Insured; c. Any Insured's actual or alleged liabil ity 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 ag reement; d. Legal services provided by an ind ividual or en ti ty with whom the Insured sha res office space, staff, letterhead, facilit ies or equ i pment, who is not an Insured under th is Po li cy; e. Any Insured's actual or all eged violation of t he responsibi l ities, obligations or duties imposed by the Employee Ret irement Income Security Act of 1974, or the Pens ion Protection Act of 2006, including any amendments , or any ru les, reg ul ations or orders issued pursuant to the above-listed acts, or any similar prov isions of any state, federal , or local statutory law or common law anywhere in the world; f. Any loss susta ined by an Insured, or claim or disciplinary proceeding made by or aga inst 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 soltware, data or other information i n electronic form, except that the exclus ion sha ll not app ly to menta l angu ish or emotiona l distress based upon or arising from personal injury ; h. Any Insured 's convers ion, misappropriation, embezz lement, commingling, defa lcation or ethically improper use of or disposal of funds or other property, whether he ld on behalf of clients or third parties ; ATY-0001-00-0116 Page 9 of 16 © 2016 Attorney Protective . All rights reserved . i. Any loss sustained or claim or disciplinary proceeding made by or o n be half of an Insured under this Pol icy against any other Insured including, but not limited to , any lo ss, claim or disciplinary proceeding arising out of the formation or dissolution of the Named Insured , a predecessor firm , or other law firm involv ing any Insured , or to the proprietoria l rights of any Insured or former Insured to cl ients, inform ation, client lists, documents, files or client matters, or arisi ng from a network incident or privacy incident; j. Any actual or alleg ed discrim ination, harassment or failure to comply with any law because of race, color, religion, age , sex, disab ility, pregnancy, national origin, sex ual orien tation, gender identity, marita l status, or any other bas is 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 fin ancia l or investment adv ice, pred iction, warranty, guarantee, opi ni on, referra l or action relat in g to portfolio or trust account management, the performance of real estate, securit ies or other investments, or the promotion, sale or so li citation for sale, of sec urities, real estate or other in vestments ; m. Any Insured's actual or alleged notarized cert ifi cation or acknowledgement of a signature on a document in their capacity as a notary public when such Insured did not w itness the signature be in g placed on the document; n. The loss or destruction, or any diminution in t he val ue of any asset in your care, custody or control, or out of the misappropr iati on of, or fa ilu re to gi ve an accou nt of, any asset in your care, custody or control, including the comming lin g of funds; o. Your failure to implement, update and ma inta in commonly accepted technologies ; or p. Any network incident or privacy incident arising from or in connect ion with any act, error or omiss ion of any person or entity other than an Insured . F. CONDmONS 1. Notice of Claims You , as a cond iti on precedent to our obl igations under t hi s Po li cy, shall imm ediate ly give written notice to us during the policy period of any claim made aga in st you or of your rece ipt of any notice, summon s, comp laint or other process, that a ny person or entity in tends to hold you responsible for any wrongful act, with full particulars, includ ing but not limited to : a. All reasonab ly obtainab le info rmation relat ing to the time, place and circumstance of the wrongful act; b. The dates and persons in volved; c. The identity of anticipated or poss ible claimants ; d. The id entity of all Insureds im pl icated; and, e. The circumsta nces by which an Insured first beca me 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 aga inst you , such potential claim or wrongful act w ill not cons titute a claim and w ill not be covered under this Pol icy unless we rece ive written notice of such potential claim in accordance w ith the terms and co nditi ons of this Pol icy , and the reasons for anticipating a claim , with full particulars, including but not limited to: a. All reasonab ly obtainab le 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 awa re of the potentia l claim . ATY-0001-00-0116 Page 10 of 16 © 2016 Attorney Protective . All rights reserved . If a pote ntial claim is properly reported pursuant to t he req uirements of t hi s prov1 s1o n, then any claim subsequently made aga in st an Insured based upo n or arising from such wrongful act or circ umstance shall be deemed, fo r purposes of th is Pol icy, to have been made duri ng the policy period or any app li cab le extended reporting pe ri od, in wh ich such poten ti al claim was first reported . 3. Prem ium Pa yment Our ob li gation to perform any duty under the Policy is strictly co nditi oned upon the payment of the prem ium when due. Similarly, our ob li gation to perform any d uty purs uant to a renewa l of coverage provided under the Pol icy sha ll be strictl y cond it ioned upon t he payment of t he rene wal pre mi um w hen due . Therefore, this Policy sha ll not be dee med to ha ve been iss ued , de li vered , or renewed and shall not be app li cable to any matter which wou ld otherwise be covered here in, until : a. The prem i um has been pa id in f ull; or, b. I f we have agreed to fi nance the Po li cy , the first insta ll ment has been pa id in full . If payment is made by check, electronic transfer or money order, it shall not be considered "pa id in full" until honored by the payor's bank. 4. Coopera ti on and Subrogation a. You agree to coope rate w it h us and assist us in t he in vestiga ti on, defense and settlement of any and all claims, poten ti al claims and req uests for Supplementary Payments , in clud ing but not li mited to , promptly prov iding complete and accu rate informa ti o n which we may reaso nably requi re, attend in g any deposi ti on, heari ng or trial as req uested by us , ass isti ng in secur in g and giv ing testimony, obta ining t he attendance of w it nesses, and doi ng nothi ng to prejud ice our ab ili ty to investigate, defe nd or settle any claim or disciplinary proceeding to wh ich th is Pol icy appl ies. b. If we request, you agree to subm it to any exami nation under oath that we may requ ire , to be conducted by our representat ives at a ti me and place of our choosi ng. c. You agree to fo ll ow our recommendat ion regard ing whether or not to arbitrate or med iate a claim and shall not agree to arbitrate or med iate a claim without our prior w ri tten consent. d. In t he event of any pay ment under this Pol icy , we sha ll be subrogated to all your r ights of recovery aga inst any pe rson or organizatio n, incl udi ng any rights you may ha ve aga inst any other Insured w ho persona ll y participated or persona ll y acq ui esced in or rema ined passive after ha vi ng knowledge of any dishonest, in tentiona ll y wrongful, f raudule nt, crim ina l, or mal icious act or omiss ion . You shall execute and de liver in strume nts and papers and do whatever else is necessary to sec ure and co ll ect upon such r ights. You shall do noth i ng to prejud ice such r ights. e. A~er deducting any costs or expenses incurred in obtaining recoveries under t his sect ion, the amount recovered shall be appl ied : (1) first, to the Insured in reimbursement of any deducti ble ; (2) second , to us for reimbursement of any amount pa id under the Pol icy; and, (3) th ird, shared equa ll y between the Insured and us for re i mbursement of amounts incurred as a result of the claim. 5. Action aga i nst Us No action may be taken against us unless, as a co ndi t ion precedent, you have fully comp lied w ith all terms and cond it ions of this Po licy and the amount of damages has been finally determined by the entry of judgment or by the written agreement between the Insured, the cla imant and us. No person or entity shall have any right under this Pol icy to join us as a party to any action aga i nst the Insured to determ ine 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 la w . 6. Ass ignment Ne ither this Policy nor any Insured's interest in this Po licy may be assigned or transferred w ithout our prior written conse nt. However, if the Insured is a person and d ies, the coverage afforded by this Policy sha ll inure to the benefit of the deceased Insured's estate. ATY -0001-00-0116 Page 11 of 16 © 2016 Attorney Protective . All r ights reserved. 7. Po li cy Territory Thi s Policy applies to a wrongful act taking place anywhere in the world, provi ded that the claim is made and suit is broug ht aga in st the Insured within the United States of Amer ica , its territories or possess ions, Puerto Rico or Canada . 8 . Material Change a. The Named Insured sha ll immediately, but in no eve nt later than th irty (30) days, report to us in writ in g any material change that occurs durin g 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 additiona l premium for the materia l change . This Policy shall prov ide no coverage with respect to any claim made against any Insured where a material change has occurred, or based upon or arising from an y wrongful act comm itted or allegedly committed on or subsequent to the t im e and date of any acquis ition, merger or dissolution if we have not been notifi ed 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, sp in-offs, dissolutions or spl its involving the Named Insured ; however, the Named Insured must provide written notice to us prior to the completion of t hi s activity; (3) Financial impairm ent of t he Named Insured , includ in g but not limited to the appo intment 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 t he policy period is aware of any claim or potential claim t hat had been alleged aga inst 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 assoc iation or has been reprimanded, cens ured or disbarred or prohibited from practicin g law in a specific area before any court or adm in istrative agency. 9. Other Insurance The insurance provided for in th is Po licy sha ll be excess over all other valid and collect ible insurance, whether such insurance is stated to be primary, contributory, excess , umbrella, contingent or otherwise. In no event shall we be respons ible under this Po li cy for a greater proportion of such damages and claim expenses than the Limit of Liab ili ty under this Policy bears to the total limits of liability under all applicable insurance issued by all compan ies unless such other in suran ce is specifica ll y purchased to apply in excess of the Limits of Liability of this Pol icy. 10 . Waiver Our failure to insist on strict comp li ance with any of the terms, prov isions or cond it ions of this Po licy, or the fa ilure to exercise any provision, right or privilege under th is Pol icy, shall not operate as, nor be construed as, a waiver or change to any provision of this Pol icy. None of the provisions of this Pol icy will be waived, changed or modified unless made by written endorsement to thi s Po licy and signed by our a uthorized representative . 11. cancellation and Nonrenewal a . This Po li cy may be canceled by the Named Insured by provid ing 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 ca nce ls this Po licy, the Policy premium will be the amount calculated in accordance w ith the sta ndard short rate tables and procedures. Prem ium adjustments shall be made within a reasonable period of t ime after cancellat ion . c. If we cance l or non -renew this Pol icy for any reason other than non-payment of prem ium, 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 ri ghts reserved. cance ll at ion or non-renewa l. If we cance l this Po li cy for non -paym ent of prem ium, we shall pro vi de written notice to the Named Insured not less t han ten (10) days prior to the effective date of t he ca nce ll ati on . d. If we cancel or non-renew t hi s Po li cy, coverage under this Po licy shall term in ate on t he earlier of: (1) Toe date and t im e stated on the cancel lation or non-renewa l notice; or, (2) Toe date and t im e the Named Insured secures rep lace ment coverage. e. All notices g iven under these provisions by us will be sent by U.S. mail to the Named Insured at th e address last known to us and shall be effective to ca ncel or non-renew t hi s Po li cy for all Insureds . f. Toe offerin g of renewa l terms and cond it ions d iffe rent from the exp iring terms and co nd it ions sha ll not const itute a non-renewal. 12 . Entire Cont ract By accepta nce of t hi s Po licy you ag ree that: a. All of the information, Appl icat ions, supplements, addendums and statements prov ided to us by the Named Insured are true , accurate and comp lete and sha ll be deemed to const it ute material representations made by each and all of the Insureds ; b. Th is Pol icy is issued in re li ance upon t he Named Insured's in formation, Appl ications, supp lements, addendums, and statements; c. This Policy and all its endorsements, together w ith the completed and signed Applicat ion and any and all in formation, Applications, supp lements, addendums and state ments provided by you to us are deemed to be in corporated into th is Policy and embody all of t he agreeme nts ex istin g between you and us and sha ll const itute the ent ire contract between you and us ; and , d. Toe mi srepresentation of an y material matter by you or your agent, whether in t he App lication or otherwise, will render th is Po li cy null and vo id and re li eve us from all duties and liability under this Po li cy . 13. Named Insured as Sole Age nt Toe Named Insured sha ll be the sole agent of all Insureds under th is Pol icy for the purpose of effecting or acceptin g any notices under this Pol icy, any amendments to or cance ll ation 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 rece ipt of any return prem ium that may become d ue under th i s Policy, and the exercising or dec linin g to exercise any r ights under this Pol icy . 14 . Economic Sa nctions Payments under this Policy shall be made only in fu ll comp li ance with all United States economic or trade sanction laws or regu lations including, but not limited to, sanct ions, laws and regulations administered and enforced by the Un ited States Treasury Department's Office of Foreign Assets Co ntrol. G. AUTOMATIC EXTENSION OF TIME TO REPORT CLAIMS Commenci ng upon the cancelation or nonrenewa l of this Po licy by either the Named Insured or us , we w ill prov ide an automatic exte nsion of sixty (60) days to the Named Insured to report any claims that were first made aga in st an Insured du ri ng the policy period . However, if the Named Insured has obta in ed ano th er po li cy of lawyers professional liability insurance that covers claims that wou ld 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 extens ion will be deemed to have been made on the last day on which this Pol icy is in effect. The Limits of Liability that apply at the end of the policy period are not reinstated, renewed or in creased for claims first reported during the automatic extension of sixty (60) days. H. EXTENDED REPORTING PERIODS 1. Terms and Conditions Appl icable to All Extended Report ing Periods ATY-0001-00-0116 Page 13 of 16 © 2016 Attorney Protective. All rights reserved. a. If th is Pol icy is canceled or non-renewed by the Named Insured or us for any reason, or if an Insured is otherwise el igible for an extended reporting period option as set forth in sect ions H.2. or H.3. below, we shall, upon written request of the Named Insured , make an offer of an exte nded reportin g period for the terminated coverage, subject to the following terms and conditions: (1) The Named Insured must make the request to us in writ ing, and pay the additional prem ium, if any, with i n sixty (60) days of cancellation or non-renewal of this Po licy, or in the alternative, within the time periods set forth for the extended reporting pe ri od options under H.2. or H.3. below; and , (2) Any extended reporting per iod, and all claims reported thereunder, shall be subject to al l terms and cond iti ons of this Po li cy . 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 constitu te a new pol icy; (4) Shall not reinstate, in crease or renew the Limits of Liability, and such limits sha ll be a part of, and not in addition to, the Lim its of Liabi lity for the policy period ; and, (5) Shall cover only tho se claims based upon or aris ing from wrongful acts comm itted by an Insured after the Policy retroact ive date and before t he end of the policy period . c. The right to any extended reportin g period endorsement is expressly extin gu ished if: (1) Any amount payable to us under the Pol icy has not been paid in accordance with the terms of payment, including the fa ilure to pay any premiums when due, or the failure to timely pay deductible amounts due and ow in g; (2) Any Insured made materia l misrepresentations in the Appl icat ion, supplements, addendums or attachments to the Appl icat ion or to underwriting inquiries; (3) At the t ime this option could be exercised, the relevant Insured was not licensed to practice law, or had his or her licen se revoked, suspended or surrendered for any reaso n; or, (4) There is or was any material noncompliance by an Insured with any of the terms or cond iti ons of this Policy. 2. Non-P ractici ng Extended Reporting Period -Additional Terms & Cond iti ons Upon the total and permanent retirement or cessat ion of the full-time or part-time practice of law, an Insured may be el igible for an extended reportin g 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 ; b. The relev ant Insured was, at t he time this option could be exercised, a partner, principal, officer, director, shareholder or employed lawyer, other than an in dependent contractor, who was pa id under a regular payroll sc hedule 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 Per iod and the relevant Insured was employed by the Named Insured for those same three (3) years; d. The relevant Insured noti fi es us in writing of their retirement or cessation of the practice of law and intent to exercise this opt ion within sixty (60) days of date the re levant Insured retires or ceases the practice of law, or at the end of the policy period, wh ichever comes first; and, e. Coverage provided under the Non-Practicing Extended Reporting Period w ill 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 w ill be considered retired for the purpose of reta ining their Non-Practicing Extended Report in g Period under this subsection so long as such Insureds have otherwise ceased the practice of law, prov ided no other legal services , and are not compensated in any way (not including reimbursement for actual costs or expenses related to the uncompensated representat ion) for provid in g the legal services. Such voluntary legal services are not covered by the Non-Practicing Extended Reporting Per iod as set forth in Section H. Receipt of free office space or supplies or provis ion of health ca re or other benefits in exchange for legal services is considered to be compensation for legal services . 3. Death or Per manent Disab ili ty Exte nded Report ing Pe riod -Add itional Terms & Co nditions Upon the death of an Insured or when an Insured becomes tota ll y and permanently disabled, the relevant Insured may be el igible for an exte nded reporting period endorsement of up to five (5) years for no add iti onal payment of premium under the following terms and cond iti ons: a. The re le vant Insured died or became totally and perma nently disabled during the policy period , and the death or disabi li ty was not the result of suicide, drug or alcohol abuse, or an intentionally se lf-inflicted wound ; b. The re levant Insured was, at the time this option could be exerc ised, a partner, principal, officer, director, shareholder or employed lawyer, other than an independent contractor, who was paid under a regular payrol l schedu le or firm distribution and had federa l and state (if applicable) taxes withheld by Named Insured ; c. The Named Insured was in sured by us for at least three (3) consecut ive years prior to the request for the extended reporting period ; d. With in sixty (60) days of the death or tota l and permanent disabil ity, or within t hi rty (30) days of the end of the policy period , whichever comes first, the relevant Insured or their legal representative notifi es us in writing of the death or disability, provides evidence sat isfactory 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 da te the relevant Insured is no longer tota ll y and permanently disabled, whichever comes first . 4. Prem iu m for Extended Reporting Per iods a. The additional premium for an extended reportin g 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 an nu al premium for a two-year extended reporting period; (3) One hundred seventy -five percent ( 175%) of the annual premium for a three-year extended reportin g per iod; (4) Two hundred twenty-five percent (225%) of t he annu al premium for a six-year extended reportin g 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 Report ing Per iod endorsement issued pursuant to H.2 above, for up to an unlimited duration . c. No add itional premium is due for a Deat h or Disability Extended Report in g endorsement issued pursuant to H.3 above, for a period of up to five (5) years in duratio n. d. Any prem ium paid to us for an extended reporting per iod 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 MedPro Risk Retention Services, Inc., Attorney in Fact for AttPro RRG Reciprocal Risk Retention Group. President Secretary AlY-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 payme nt of premium, it is understood and ag ree d that the following endorseme nt is attached to and modifies the Policy. The follow in g exclus ion is added to paragraph 2 of Section E., EXCLUSIONS, of the Policy: Where coverage for such claim or Supp lem entary Payments would resu lt 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 othe r evidences of insurance, or any claim or Supplementary Payments that would be in violation of U.S. economic or trade sanctions as described above sha ll 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 cons ideration of the payment of prem ium, it is understood and agreed that the follow in g endorseme nt is attached to and modifies the Policy. Condition 11 of Section F., CONDITIONS , of the Policy is deleted in its entirety and rep laced with the fol lowing: 11. cancellation and Nonrenewal a. Th is Pol icy may be canceled by the Named Insured by mailing, faxing or e-mail in g written notice to us , or to any of our authorized representatives , requesting cancel lati on . Toe Named Insured may also cance l this Pol icy by surren dering this Po licy, or by providing verbal notice of ca ncellati on to us , or any of our authorized representat ives. If the Named Insured verbally requests cancellation, we will require confirmation of the cance ll ation in writ ing from the Named Insured or by the Named Insured's authorized age nt, if any, with the authority to cancel the Po licy. Toe cancellation sha ll become effect ive 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 de liverin g 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 cancellat ion 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 fin ance plan or exte nsion 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 cance llation and descr ibe sign ificant r isk factors that led us to our underwriting act ion . Suc h noti ce w ill be sent to any othe r person shown by the Po licy to have an interest in any lo ss which may occur thereunder including all add iti onal insureds named on the Pol icy. A certifi cate of mailing shall constitute proof of mail ing. d. If we cancel the Pol icy the earned premium sha ll be computed pro rata. I f the Named Insured cancels the Pol icy, the earned premium sha ll be computed pro rata. Prem ium adjustments shall be made within a reasonable period of time after cancellation, but payment or tender of such unearned premium sha ll not be a condition of cancellat ion. e. This Po licy 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 Po licy,. Any notice of nonrenewal w ill in clude a statement of reasons therefore. No notice of nonrenewa l 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. ' .. f. No notice of nonrenewa l will be sent to the Named Insured if: (1) We provide written notice of our willingness to renew this Po li cy, in cl uding a statement of the amount of the premium or portion thereof required to be pa id, to the Named Insured eith er directly or through the Named Insured's authorized representative, if any, at least twenty (20) days prior to the expiration of the Pol icy, and the Named Insured fa ils to d ischarge the payment when due; (2) Toe Named Insured has procured equ ivalent coverage prior to expiration of the Po li cy term ; or, (3) Toe Policy is evidenced by a written binder conta ining a clearly stated expiration date which has expired by its terms. g. Whenever a notice of cancellation or renewa l of this Policy is provided to the Named Insured, a copy of such notice shall be provided to the Named lnsured's authorized producer or agent, if any, within five (5) working days. Whenever possible, the copy to the Named lnsured's authorized producer or agent, if any, shall be provided electron ically. All other terms and conditions of the Policy remain unchanged. AlY-9001 -WA -0116 Page 2 of 2 © 2016 Attorney Protective . All rights reserved.