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Agreement - Law Office of Alan Seltzer - On-call Administrative Hearing OfficerCity of Gilroy Agreement/Contract Tracking Today’s Date: August 29, 2024 Your Name: Monica Sendejas Contract Type: Services over $5k - Consultant Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 4/15/2022 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Law Office of Alan Seltzer Contract Subject: (no more than 100 characters) On-Call Administrative Hearing Officer - Amendment 1 Contract Amount: (Total Amount of contract. If no amount, leave blank) $76,000 By submitting this form, I confirm this information is complete: ➢Date of Contract ➢Contractor/Consultant name and complete address ➢Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢Taxpayer ID or Social Security # and Contractors License # if applicable ➢Contractor/Consultant signer’s name and title ➢City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Sharon Goei, Community Development Director Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 -1-4845-8215-5540v1 MDOLINGER\04706083 FIRST AMENDMENT TO THE ON-CALL ADMINISTRATIVE HEARING OFFICER AGREEMENT WHEREAS, the City of Gilroy, a municipal corporation (“City”), and the Law Office of Alan Seltzer entered into that certain agreement entitled Agreement for Services, effective on April 15, 2022, hereinafter referred to as “Original Agreement”; and WHEREAS, City and the Law Office of Alan Seltzer have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1.The CONSULTANT address of the Original Agreement shall be amended to read as follows: “Law Office of Alan Seltzer, having a principal place of business at 737 Marco Place, Venice, CA 90291 with Post Office Box for business mail for the Law Office of Alan Seltzer at 1014 Broadway, #12, Santa Monica, CA 90401.” 2.The first paragraph of Article 1. Term of Agreement of the Original Agreement shall be amended to read as follows: “This Agreement will become effective on 4/15/2022 and will continue in effect through 6/30/2027 unless terminated in accordance with the provisions of this agreement. 3.In Article 4. Compensation, Section A. Consideration of the Original Agreement shall be amended to read as follows: “In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $76,000. 4.This Amendment shall be effective on __9/16/2024__. 5.Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 6.This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 -2- 4845-8215-5540v1 MDOLINGER\04706083 CITY OF GILROY LAW OFFICE OF ALAN SELTZER By: By: [signature] [signature] Jimmy Forbis Alan Seltzer [employee name] [name] City Administrator Principal [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 8/29/20248/30/2024 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 August 28, 2024 City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy CA 95020 Account Information: Policy Holder Details :Alan Seltzer DBA Law Office of Alan Seltzer Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/28/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AHERN INSURANCE BROKERAGE LLC/PHS 72165838 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Alan Seltzer DBA Law Office of Alan Seltzer 737 MARCO PL VENICE CA 90291-3805 INSURER A : Sentinel Insurance Company Ltd.11000 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS A COMMERCIAL GENERAL LIABILITY X 72 SBU BC9383 11/01/2023 11/01/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 72 SBU BC9383 11/01/2023 11/01/2024 COMBINED SINGLE LIMIT (Ea accident)$1,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per The Business Liability Coverage Part includes a Blanket Additional Insured By Contract Endorsement, Form SL 30 32,attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Gilroy, its officers, officials and employees 7351 Rosanna Street Gilroy CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 Welcome to the Attorney Protective Program! Now when you think about your legal malpractice risks, you can be confident that you don’t have to face these risks alone. You have an ally with financial strength, as well as a team of seasoned lawyers and specialists who use innovative claims processes. Thank you for your business. We know that attorneys face tough challenges every day. That’s why we work to assist you even before a claim is made with resources that include:  Attorney Protective website at www.attorneyprotective.com – This website provides answers to frequently asked questions, details about our company, contact information and risk management tools.  AttPro Ally – A quarterly newsletter that provides helpful information on risk avoidance and technology to assist your practice.  AttPro Alerts – Monthly risk tips addressing current legal malpractice traps, trends and more.  Risk Management Webinars – Free webinars are offered throughout the year and designed to increase your awareness of relevant and timely issues.  Risk Management Hotline – A dedicated phone line allowing attorneys to ask questions regarding risk management, lawsuit prevention and claims repair. Dial (877) 728-8776 and choose option 3 to speak with our experienced claims attorneys about best practices, claims repair or specific situations. This service is exclusively available to our insured law firms. Because our risk management services start on day one, here are a few tips:  Missed Deadlines – A common error that causes numerous claims every year. A well-organized calendaring system designed for multiple independent inputs, whether kept in time management software, Outlook or an organized paper system, goes a long way to avoiding this risk.  Client Intake Procedures – Maybe the best opportunity to avoid multiple risks. Ensure that there are procedures in place to evaluate such issues as conflicts of interest, client expectations (can they be reached?), or if the client has had a history of problems with other attorneys.  Too Much Stress – A cause of increased errors. Learn to recognize the signs of stress, substance abuse and other emotional troubles. Firms should have documented procedures in place to recognize and address lawyers who need help before a problem arises.  Fee Suits – A frequent and growing cause of malpractice counterclaims. Given the challenging economic conditions, it becomes even more critical to have a process in place to evaluate whether and when a suit for fees should be filed. As you review your policy, should you have any questions please call your agent or Attorney Protective at (877) 728-8776. Best Regards, Your AttPro Team Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 The policy offered through Attorney Protective’s program provides comprehensive coverage. Here are just a few of the unique provisions you should keep in mind when a claim or disciplinary matter arises:  The Attorney Protective program policy pays the first $25,000 in defense costs and fees on every covered claim before your deductible needs to be paid. If the defense costs and fees to resolve the claim are less than $25,000 and there is no indemnity payment, then you will not need to pay the deductible.  If you are called in front of a disciplinary board, the Attorney Protective program policy pays for the defense of disciplinary proceedings of up to $50,000 per proceeding and up to $100,000 during the policy period.  There are five different ways to reduce your deductible by 50% on every claim. You can review the five ways under the Collaborative Defense section of your policy. We recommend that you keep this sheet with your policy for easy reference. Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 A Few Risk Tips for Your Firm To avoid a lawsuit resulting from a missed deadline, every attorney should have his/her own well-organized calendaring system. If feasible, good intake procedures should include:  A system designed for multiple independent inputs, whether kept in time-management software, Outlook or an organized paper system  A backup, if at all possible  A firm-wide calendaring system with a single data entry point  Automatic reminders generated to the responsible attorney and to his/her secretary/assistant  A process to double check entries after they are entered Careful client intake procedures may be one of the best opportunities to avoid the risk of lawsuits and claims. Examples of good client intake procedures include:  A well-documented, comprehensive, and systematic process of examining and accepting new clients  A robust conflict of interest checking process  An early assessment of the reasonableness of client expectations  A careful review of a new client’s reasons for changing attorneys during the pendency of an existing matter  An honest evaluation of whether the firm and attorney have the requisite subject matter expertise sufficient to competently handle the matter A robust conflict of interest checking process should include:  A written process that ensures mandatory and consistent conflict checks at client intake  Examination of potential conflicts caused by personal relationships  Examination of potential conflicts caused by business relationships  Review of prior case involvement of non-lawyer staff  A review of your state laws and ethics rules to determine if a conflict can be waived  Careful documentation, if it is determined that a conflict can be waived  Use of a written and signed conflict waiver in any matter where a conflict may arise, or even one where a conflict may appear to have arisen Instituting a suit against a client for unpaid fees results in a counterclaim for malpractice in a high percentage of cases, and should therefore be considered only as a last resort. A proactive approach to avoid fee disputes includes:  A thorough evaluation of the client’s ability to pay the fees during client intake  An engagement letter that clearly outlines fees and expenses  Withdrawing from the case promptly if fee disputes cannot be resolved  A review of state laws and ethics rules prior to withdrawing from a case  Careful timing of suits to avoid malpractice claims where possible Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 REPORTING CLAIMS Facing an allegation of malpractice is something we all hope will never happen to us. Attorney Protective’s Professional Claims Team understands the importance of working with you for the best possible claims resolution. Typically, the more quickly a claim is reported, the more likely it can be resolved in a cost-effective manner without compromising the integrity of the claims process. So, in the event a claim is made against you or your firm, or even if you just believe one is likely to be made, call Attorney Protective immediately at (877) 728 -8776, or send an email to our claims team at claims@attorneyprotective.com. We’ll refer you to a member of our Professional Claims Team so we can begin working on resolving both your concerns and your claim as soon as possible. Special Note: This Reference Guide is being provided solely to assist you during the process of reporting claims or potential claims. It does not amend or modify any of the conditions contained in your policy, including those set forth in the policy with respect to your obligations and the obligations of your law firm regarding giving notice of claims or potential claims. Please read and follow the conditions set forth in the policy carefully. Please feel free to contact your broker or independent agent if you have any questions. Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 Issuing Company: National Liability & Fire Insurance Company Stamford, Connecticut LPL DEC 0001-00-0122 Page 1 of 1 © 2022 Attorney Protective. All rights reserved. DECLARATIONS Attaching To and Forming a Part of Policy No. : LP018290 Renewal Policy No. : ITEM 1 NAMED INSURED: Law Office of Alan Seltzer ADDRESS: 737 Marco Place Venice, CA 90291-3805 ITEM 2 PREDECESSOR FIRMS: N/A ITEM 3 POLICY PERIOD: From 01/01/2024 To 01/01/2025 Both days at 12:01 a.m. at the mailing address of the Named Insured as shown here. ITEM 4 RETROACTIVE DATE: 01/01/2016 This insurance will not apply to any act, error, or omission which occurred prior to the date indicated here. ITEM 5 LIMITS OF LIABILITY: PER CLAIM: $ 1,000,000 AGGREGATE: $ 1,000,000 ITEM 6 DEDUCTIBLE: PER CLAIM: $ 5,000 AGGREGATE: $ N/A ITEM 7 ANNUAL PREMIUM: $ 3,285 ITEM 8 POLICY FORM: ATY-0001-00-0122 ITEM 9 ENDORSEMENT SCHEDULE: FORM NO. ENDORSEMENT NAME ATY-9001-CA-0122 California Amendatory Endorsement ITEM 10 PRODUCER: Daniels-Head Insurance Agency Inc 1001 S Capital of Texas Hwy Ste M100 West Lake Hills, TX 78746-6473 ITEM 11 IF YOU HAVE QUESTIONS, PLEASE CALL: 1-877-728-8776 IN WITNESS WHEREOF, we have caused t his Policy to be signed by our President and Secretary. President Secretary Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 Issuing Company: National Liability & Fire Insurance Company Stamford, Connecticut ATY-0001-00-0122 Page 1 of 16 © 2022 Attorney Protective. All rights reserved. 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: (1) during the policy period, or (2) during a prior policy issued by us and continuously renewed by the Named Insured up to the present policy period. However, this Insuring Agreement shall apply only if: 1. The claim arises from a wrongful act in the performance of legal services by you on behalf of the Named Insured or any predecessor firm, or pro bono legal services performed with the knowledge and consent of the Named Insured or predecessor firm, that occurs after the Policy retroactive date and before the Policy expiration date; 2. The claim was reported to us during the policy period, or if applicable, during the Automatic Extension of Time to Report Claims or Extended Reporting Period; 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. As of the continuous insurance start date no Insured knew or reasonably should have known of any same or related wrongful act, legal service, fact, circumstance or adverse outcome that might result in a claim. B. DEFINITIONS Wherever used in this Policy: 1. Claim means a demand received by you for money or services arising from a wrongful act. 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 any criminal proceeding or any proceeding that seeks injunctive, declaratory, equitable or non-pecuniary relief or remedies. 2. Claim expenses means: Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 2 of 16 © 2022 Attorney Protective. All rights reserved. a. 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 any amounts paid under section C. DEFENSE, SETTLEMENT AND SUPPLEMENTARY PAYMENTS, 6. Supplementary Payments or salaries or expenses of either your or our employees or attorneys. 3. Commonly accepted technologies means current and conventional methodologies used to secure computer systems leased or owned by the Named Insured and operated by an Insured for the Named Insured’s benefit or owned and operated by others that provide computer-based services to the Named Insured solely for the Named Insured’s benefit, or to secure confidential client information. Such methodologies shall be appropriate to the size and complexity of the Named Insured including, but not limited to, utilization of 1) firewall protection; 2) wireless encryption, such as Wi-Fi Protected Access (WPA); 3) password protection; and, 4) 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 electronic 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 Insured’s 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. Continuous insurance start date means the first date that you became an Insured under a policy of insurance issued by us to the Named Insured that is continuously renewed by us without interruption, up to and including the current policy period of this Policy. 7. 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 domestic partner, or an accumulation of Insureds and/or their lawful spouses or domestic partners, 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. 8. Crisis event means: Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 3 of 16 © 2022 Attorney Protective. All rights reserved. a. The death, departure or debilitating illness of the sole proprietor, managing partner, or practice group leader of the Named Insured; b. The filing of a complaint or petition for the involuntary 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. 9. 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. 10. 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 and any amounts paid under section C. DEFENSE, SETTLEMENT AND SUPPLEMENTARY PAYMENTS, 6. Supplementary Payments; or, g. Any amount ordered to be paid, awarded or costs necessary to comply with any order or ruling in a disciplinary proceeding. 11. Disciplinary proceeding means a proceeding against a lawyer to investigate alleged professional misconduct conducted by a bar association, professio nal disciplinary board, or similar body regulating lawyer licensing or discipline. 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; 13. Legal services means services provided to others by an Insured in the capacity as: a. A lawyer or notary public; b. An arbitrator or mediator; c. A lawyer retained as an expert witness to provide a legal opinion on the application of the law; d. A title insurance agent; e. A government affairs lobbyist or advisor; Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 4 of 16 © 2022 Attorney Protective. All rights reserved. f. 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; g. As a member of a bar association or other legal or attorney related ethics, peer review, accreditation, licensing or similar board, committee or organization; or, h. An administrator, conservator, executor, guardian, trustee, receiver, or in a similar court appointed fiduciary capacity, provided such ser vices are performed in connection with and incidental to your capacities in a. through g. above; but only if such services are performed on behalf of the Named Insured or predecessor firm, or if such services are performed pro bono, for or on behalf of a tax exempt organization classified by the Internal Revenue Code of 1986 under sections 501(c) (3), (4), or (10), and only if such pro bono services are performed with the knowledge and consent of the Named Insured or predecessor firm. Legal services do not include the provision of, or failure to provide, any financial or investment advice or financial management. 14. Named Insured means the person or entity designated as such in the Declarations of this Policy. 15. 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. 16. Our, we, us, ours means the insurance company that appears in the Declarations of this Policy. 17. Personal injury means injury, including mental anguish and emotional distress, arising from one or more of the following: a. False arrest, humiliation, detention or imprisonment, wrongful entry or eviction, malicious prosecutio n, abusive litigation (civil or criminal), or abuse of process; or, b. The publication or utterance of a libel, slander, disparagement or other defamatory material or in violation of the right to privacy. 18. 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. 19. Potential claim means any wrongful act, fact, circumstance or adverse outcome that you know or reasonably should know might result in a claim. 20. Predecessor firm means any person or entity that is identified as a predecessor firm in the Declarations of this Policy. 21. Privacy incident means a violation of any privacy regulation arising from your performance of legal services. 22. 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. 23. 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 exte nsions or amendments. 24. 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. 25. Wrongful act means any actual or alleged negligent act, error, or omission, or any actual or alleged offense resulting in personal injury, in the performance of legal services for others by you. 26. You, your or Insured means: a. The Named Insured and any predecessor firm specifically named in the Declarations of this Policy; Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 5 of 16 © 2022 Attorney Protective. All rights reserved. b. The following natural persons, but only during the performance of legal services: (1) Any present partner, principal, officer, director, shareholder, or employed lawyer of the Named Insured; (2) Any past partner, principal, officer, director, shareholder, or employed lawyer of the Named Insured or predecessor firm; (3) Any lawyer who acts as Of Counsel or as an independent c ontractor to the Named Insured or predecessor firm and is designated as such in the Application and is listed in the Named Insured’s or predecessor firm’s records as Of Counsel or as an independent contractor at the time of the wrongful act; (4) Any non-lawyer employee or non-lawyer independent contractor of the Named Insured or predecessor firm whose work is engaged and directed by the Named Insured or predecessor firm, but only with respect to the furtherance of the performance of legal services; c. The spouse or domestic partner of any Insured identified under b. above, but only with respect to the legal services performed by such Insured on behalf of the Named Insured or predecessor firm; or, d. 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. C. DEFENSE, SETTLEMENT AND SUPPLEMENTARY PAYMENTS 1. Defense of Claims We have the right and duty to defend claims brought against you seeking damages to which this Policy applies. 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 jur isdiction, 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. 2. 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. 3. 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. 4. Collaborative Defense Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 6 of 16 © 2022 Attorney Protective. All rights reserved. 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; 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; or, e. The claim arises from legal services that are the subject of a written engagement letter detailing the scope of legal services to be provided by you, the identity of all clients for whom you have agreed to provide such legal services, the related fee arrangements, and is signed by you and the client no later than thirty (30) days from the commencement of legal services. However, the amount of the deductible reduction will not exceed $25,000 for the relevant claim. 5. Pre-Claim Investigation Assistance For any potential claim against an Insured reported to us in accordance with section F. CONDITIONS, 2. Notice of Potential Claims, we may, at our sole discretion, investigate and pay claim expenses 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. 6. Supplementary Payments The most we will pay for all Supplementary Payments payable under this Section is $200,000 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, arbitration proceeding, or mediation 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. b. Defense of Disciplinary Proceedings We will defend you in any disciplinary proceeding brought against you during the policy period arising from a wrongful act that takes place on or after the Policy retroactive date and reported to us during the policy period. Under this provision, we will pay reasonable disciplinary proceeding expenses up to a maximum of $50,000 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. Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 7 of 16 © 2022 Attorney Protective. All rights reserved. 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 crisis event expense payment was made. d. 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 privacy incident expense payment was made. e. Subpoena Assistance We will pay reasonable and customary fees for necessary legal work performed by attorneys designated by us to advise you regarding the production of documents and/or to prepare you to testify and represent you during your testimony in response to a subpoena, provided that: (1) The subpoena must be issued in a civil proceeding and not a criminal proceeding; (2) The subpoena must arise from your legal services performed on or after the Policy retroactive date; (3) The subpoena must be reported to us with full details, including a copy of the subpoena, no later than three (3) business days from your receipt of service, or if not possible, as soon as practicable, and in no event later than the earlier of the day prior to the subpoena response due date or the end of the policy period, whichever is sooner; (4) The subpoena is not, or does not arise from, a potential claim; (5) You must not be a party to the action out of which the subpoena arises; (6) You must have not been retained to provide an opinion, advice or testimony in connection with such action; and, (7) You must provide us with any information and documents we reasonably request. The maximum we will pay for all subpoenas received and reported during the policy period is $25,000 in the aggregate, regardless of the number of Insureds involved, or the number of subpoenas received by you. D. LIMITS OF LIABILITY AND DEDUCTIBLE 1. Limit of Liability – Per Claim The PER CLAIM LIMIT OF LIABILITY shown on the Declarations of this Policy is the most we will pay for all damages and claim expenses for each claim, regardless of the number of related claims made, causes of actions asserted, wrongful acts, or number of claimants or Insureds. 2. Limit of Liability – Aggregate Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 8 of 16 © 2022 Attorney Protective. All rights reserved. The AGGREGATE LIMIT OF LIABILITY shown on the Declarations of this Policy is t he most we will pay for damages and claim expenses for all claims, regardless of the number of claims or related claims made, causes of actions asserted, wrongful acts, or number of claimants or Insureds. 3. 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 most you will pay for all damages and claim expenses as deductible for all claims under this Policy shall not exceed the amount stated in the Declarations as the Aggregate Deductible, if applicable. Payment of the deductible shall be made by you within thirty (30) days of our demand for payment. We reserve the rights for all remedies available under the law if you fail to make such payment when due. 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, including an extended reporting period endorsement of any such 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, the most we shall pay under all applicable policies shall not exceed the limits of liability of any one policy. E. EXCLUSIONS This Policy does not apply to: 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 act, intentional act, or abuse of process, other than an offense resulting in personal injury; b. Any dishonest or fraudulent act; c. Any willful or criminal violation of any law, statute or regulation; d. Any libel or slander committed with knowledge of its falsity; or e. Any act committed with knowledge that the act would violate the rights of another and would inflict personal injury. 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 expenses we incurred defending the conduct set forth Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 9 of 16 © 2022 Attorney Protective. All rights reserved. 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 services or activity of an Insured as an officer, director, partner, trustee, manager, owner, independent contractor 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. However this exclusion does not apply to your legal services as a trustee, receiver, or in a similar court appointed fiduciary capacity, as a member of a bar association or other legal or attorney related ethics, peer review, accreditation, licensing or similar board, committee or organization, or legal services provided on a pro bono basis; b. Any services or activity of an Insured 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. Any act, error, or omission 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 bodily injury, pain and suffering, mental anguish, emotional distress, sickness, disease, or death of any person, or for the damage, 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 in the performance of legal services; g. 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; h. 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; i. Any legal services performed by you to, on behalf of, or in any way related or connected to a controlled enterprise; j. 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; k. 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 in person or according to applicable federal and state laws governing electronic, remote online, remote inked-sign, or other remote notarization process; l. Any improper transfer or disbursement, failure to supervise, failure to retain, failure to give an account of, loss, destruction, or diminution in the value, of any asset in your care, custody, or control, including but not limited to any assets held in any trust or account on behalf of you, your clients, or any third-parties, Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 10 of 16 © 2022 Attorney Protective. All rights reserved. and/or any assets transferred or disbursed pursuant to any actual or alleged fraudulent activity or instruction by or from any person or organization; m. Any Insured’s failure to implement, update, and maintain commonly accepted technologies; n. Any Insured’s billing practices; o. Any Insured’s: (1) breach of an actual or implied contract of employment; (2) violation of an anti - discrimination statute; (3) engagement in any form of harassment, coercion, defamati on, libel, slander, or humiliation, or intentional or negligent infliction of emotional distress related to an employment relationship; (4) retaliation for the exercise of a public right or duty; or (5) wrongful failure to hire, promote, or grant tenure, or wrongful demotion, evaluation, reassignment or discipline, or termination of employment; p. Any dispute with another lawyer or law firm regarding: (1) an Insured’s fees or compensation; (2) an Insured’s ownership interest in, or the forming, dissolving or departing from, any law firm, partnership, professional association, proprietorship, company, corporation; (3) an Insured’s ownership, possession or right to access client lists or client files, or other client or law firm information; or (4) client interf erence. For purposes of this exclusion, “law firm” means any partnership, limited liability partnership, limited liability company, professional association, proprietorship, limited liability company, corporation, or other organization engaged in, or that is formed by lawyers for the purpose of engaging in, the practice of law. 3. Any claim or request for Supplementary Payments: a. Made by or on behalf of an Insured under this Policy against any other Insured; b. Made by or against an Insured as beneficiary or distributee of any trust or estate; or, c. Where coverage 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. F. CONDITIONS 1. 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, or if applicable, the Automatic Extension of Time to Report Claims or Extended Reporting 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 at a minimum the following information: 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 claim. Notice solely to our risk management representative will not constitute notice under this provision. 2. Notice of Potential Claims If, during the policy period, you become aware of a potential claim arising from a wrongful act to which this Policy applies and the 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 potential claim shall be deemed, for purposes of this Policy, to have been made during the policy period. Written notice of the potential claim must be provided to us with full particulars, including at a minimum the following: a. All reasonably obtainable information relating to the time, place and circumstance of the wrongful act; Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 11 of 16 © 2022 Attorney Protective. All rights reserved. b. The dates and persons involved; c. The identity of anticipated or possible claimants; d. The identity of all Insureds implicated; e. The circumstances by which an Insured first became aware of the potential claim; and, f. The basis for the Insured’s belief that a claim might be made as well as the date the Insured first came to this belief. Notice solely to our risk management representative shall not be deemed notice under this provision. 3. 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: a. 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. e. 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, Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 12 of 16 © 2022 Attorney Protective. All rights reserved. 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. 6. 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. 7. 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. 8. 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. A material change includes the following: a. A twenty-five percent (25%) increase or decrease in the total number of lawyers, including Of Counsel or independent contractor lawyers, covered in this Policy; b. When any lawyer joining the Named Insured during the policy period is aware of any claim that had been alleged or any negligent act, error, omission, legal service, fact, circumstance or adverse outcome that might result in a claim against that lawyer prior to joining the Named Insured; c. When an Insured, or 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; d. 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; or, e. 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. In each case of a material change, we shall have the right in our sole discretion to decline coverage, to accept or alter coverage, or charge an additional premium for the material change. This Policy shall provide no coverage with respect to any claim or disciplinary proceeding arising from, in connection with, or related to the material change, or based upon or arising from any wrongful act that occurs on or subsequent to the time and date of any acquisition, merger or dissolution, if we have not been notified of such material change prior to the claim or disciplinary proceeding. 9. 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 a. 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. Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 13 of 16 © 2022 Attorney Protective. All rights reserved. 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 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. We reserve all rights permitted by law, including but not limited to the right to rescind this Policy or any coverage provided herein, for any misrepresentation of any material fact by you or your agent, whether in the Application or otherwise. We also reserve the right, in our sole discretion, to decline coverage for any claim or disciplinary proceeding arising from, in connection with, or related to, any such misrepresented material fact. 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, re presentations 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. 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: 1. A claim that was first made against an Insured during the policy period; or, 2. A claim in the form of a lawsuit first made during the sixty (60) days extension period, provided that the lawsuit was first served against an Insured during the sixty (60) days extension period, the lawsuit was filed during the policy period, and the Insured has not obtained another policy of lawyers professional liability insurance or an extended reporting period to this Policy. Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 14 of 16 © 2022 Attorney Protective. All rights reserved. All reporting under this Automatic Extension of Time to Report Claims shall be in accordance to section F. CONDITIONS, 1. Notice of Claims. This automatic extension shall not extend the policy period or change the scope of coverage provided. 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 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 that occur on or 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 Insured was not licensed to practice law, or had their 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. 2. 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 for no additional payment of premium, subject to the following terms and conditions: a. The 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 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 the Named Insured; Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 15 of 16 © 2022 Attorney Protective. All rights reserved. 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 Insured was employed by the Named Insured for those same three (3) years; d. The Insured notifies us in writing of their retirement or cessation of the practice of law and intent to exercise this option by the end of the policy period during which the Insured retires or ceases the practice of law; 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 or the date the estate is discharged upon such Insured’s death. However, Insureds performing voluntary or uncompensated legal services on a full or part-time basis for or on behalf of not-for-profit 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, are not providing 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. 3. 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 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 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 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 Policy was not cancelled prior to the end of the policy period listed in the Declarations at the time the Policy was issued, however this condition shall not apply if the Policy is the renewal of a prior Policy issued by us; d. The Insured or their legal representative notifies us in writing of the death or disability within thirty (30) days of the end of the policy period in which the death or total and permanent disability occurs, 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 fi ve (5) years, or the date the estate is discharged, or the date the Insured is no longer totally and permanently disabled, whichever comes first. 4. Limits of Liability for Non-Practicing and Death or Permanent Disability Extended Reporting Periods a. If at the time an extended reporting period of this Policy is elected the Named Insured consists of: (1) A single partner, principal, officer, director, shareholder, or employed lawyer , then the limits of liability that apply to the Non-Practicing Extended Reporting Period and Death or Permanent Disability Extended Reporting Period for this Policy shall be the Limits of Liability shown in the Declarations; or, (2) More than one partner, principal, officer, director, shareholder, or employed lawyer, in any combination, then the limits of liability that apply to each Non -Practicing Extended Reporting Period and Death or Permanent Disability Extended Reporting Period for this Policy shall be the lesser of the applicable Limits of Liability shown in the Decla rations, or $1,000,000 Per Claim and $1,000,000 in the Aggregate. Provided that the AGGREGATE LIMIT OF LIABILITY shown on the Declarations of this Policy is the most we will pay under this Policy for all damages and claims expenses for all claims and related claims against all Insureds, regardless of the number of claims or related claims Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-0001-00-0122 Page 16 of 16 © 2022 Attorney Protective. All rights reserved. made, causes of action asserted, wrongful acts, or number of claimants, Insureds, or Non- Practicing Extended Reporting Periods or Death or Permanent Disability Extended Re porting Periods. b. The limits of liability that apply to the Non-Practicing and Death or Permanent Disability Extended Reporting Periods do not reinstate, increase, or renew, and such limits shall be a part of, and not in addition to or separate from, the Limits of Liability for the policy period. 5. Premium for Extended Reporting Periods a. 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. c. 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. Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 Issuing Company: National Liability & Fire Insurance Company Stamford, Connecticut ATY-9001-CA-0122 Page 1 of 2 © 2022 Attorney Protective. All rights reserved. CALIFORNIA AMENDATORY ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. In consideration of 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 a. 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. We may cancel the Policy, by mailing or delivering written notice, stating the reason(s) for such cancellation and the effective date of cancellation to the Named Insured and the producer of record at the address last known to us. c. We may cancel the Policy at least ten (10) days prior to the effective date of the cancellation for one of the following reasons: (1) Nonpayment of premium, including payment due on a prior policy issued by us and due during the current policy period covering the same risks; or, (2) Discovery of fraud or material misrepresentation by an Insured or their representative in obtaining this insurance or in pursuing a claim under the Policy. d. We may cancel the Policy with thirty (30) days notice if we cancel this Policy for any reason other than those listed in 11.c. above. e. If the Policy has been in effect for sixty (60) days or less and is not a renewal policy, it can be cancelled for any reason. If the Policy has been in effect for more than sixty (60) days, or if it is a renewal policy issued by us, we may only cancel this Policy for one or more of the following reasons: (1) Nonpayment of premium, including payment due on a prior policy issued by us and due during the current policy period covering the same risks; (2) A judgment by a court or administrative tribunal that an Insured has violated any law of this state or of the United States, having as one of its necessary elements an act which materially increases any of the risks insured against; (3) Discovery of fraud or material misrepresentation by an Insured or their representative in obtaining this insurance or in pursuing a claim under the Policy; (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by an Insured or their representative, which materially increases any of the risks insured against; (5) Failure of the Named Insured or their representative to implement reasonable loss control requirements which were agreed to by the Named Insured as a condition of Policy issuance or which were conditions precedent to our use of a particular rate or rating plan, if the failure materially increases any of the risks insured against; Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3 ATY-9001-CA-0122 Page 2 of 2 © 2022 Attorney Protective. All rights reserved. (6) A determination by the Commissioner of Insurance that the loss of, or changes in, our reinsurance covering all or a part of the risk, would threaten our financial integrity or solvency; (7) A determination by the Commissioner of Insurance that a continuation of Policy coverage would place us in violation of the laws of this state or our state of domicile or that a continuation of coverage would threaten our solvency; or (8) A change by the Named Insured or their representative in the activities or property of the commercial or industrial enterprise which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the Policy. f. 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. g. If we elect to nonrenew the Policy, we will mail or deliver written notice stating the reason for such nonrenewal to the Named Insured and the producer of record at the address last known to us, at least sixty (60) days but not more than one-hundred twenty (120) days prior to the expiration date of the Policy. h. A notice of nonrenewal shall not be required if: (1) A renewal of the Policy has been offered, without a change in its terms or conditions or the rate on which the premium is based, between insurers that are members of the same insurance gr oup as us; (2) The Policy has been extended ninety (90) days or less, if the notice as outlined in g. above was given to the Named Insured prior to the extension; (3) The Named Insured has obtained replacement coverage, or the Named Insured has agreed in writing within sixty (60) days of termination of the Policy to obtain that coverage; (4) The Policy is for a period of no more than sixty (60) days and the Named Insured is notified at the time of issuance that it may not be renewed; (5) The Named Insured requests a change in terms or conditions or risks covered by the Policy within sixty (60) days prior to the end of the policy period; or (6) We have made a written offer to the Named Insured, at least sixty (60) days but not more than one-hundred twenty (120) days prior to the expiration date of the Policy, to renew the Policy under changed terms and conditions or at a changed premium rate. All other terms and conditions of the Policy remain unchanged. Docusign Envelope ID: 5890952C-A354-4B78-AD47-6F2A517B77F3