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HomeMy WebLinkAbout2016-676-E DSS - Batch, Poore and Williams for legal services for conflict cases in child welfare DocuSign Envelope ID:52889BC3-723F-437A-AEB3-C767E0C6192E [Departmental Use Only] TITLE Legal Services FY 2016-2017 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 4 day of November, 2016, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), party of the first part; and Sydney Batch, J.D., M.S.W. (the "Provider"), party of the second part; WITNESS-ETU: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: The Provider will provide legal consultation to agency staff regarding child welfare issues. The Provider will conduct court proceedings and handle other legal matters on behalf of the County related to adoption, foster care,and child protective services. The term of this agreement rendered shall be from November 4,2016 to June 30, 2107. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Fifteen Thousand Dollars, ($175.00/hour). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Revised 6116 1 DocuSign Envelope ID:52889BC3-723F-437A-AEB3-C767E0C6192E Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.oramtcountyncRovidtottmentslpurch-osdniisionicontracjs.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor,on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10, Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. Revised 6'16 2 DocuSign Envelope ID:52889BC3-723F-437A-AEB3-C767E0C6192E IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORANGEVIWIN: PROVIDE DocuSigned by: INIAAn-it, ticummt-rStu Sbfrtvii bakt, By: 0637994B755E471_. By: •, , -1.2.F3647-B----- County Manager Title: Patrner 200 S. Cameron St. Sydney Batch, J.D., M.S.W. P.O. Box 8181 Batch, Poore, and Williams 120 Penmarc Ct., Suite 101 Hillsborough, NC 27278 Raleigh, NC 27603 Phone: 919-870-0466, Email: sbatch@batchpoore.com Revised 6/16 4 DocuSign Envelope ID:52889BC3-723F-437A-AEB3-C767E0C6192E cNA LAWYERS PROFESSIONAL LIABILITY POLICY DECLARATIONS Agency: Branch: Policy Number: Insurance is provided by Continental Casualty Company, 700324 912 596371335 333 S.Wabash Ave,Chicago IL 60604 A Stock Insurance Company. NOTICE TO NORTH CAROLINA POLICYHOLDERS: Defense Coverage is within the Limits of Liability unless. otherwise endorsed.Please review the policy carefully and discuss this coverage with your insurance agent or broker. I. NAMED INSURED AND ADDRESS: NOTICE TO POLICYHOLDERS: Batch,Poore& Williams,PC This is a Claims Made and Reported policy. It applies only to 120 Penmarc Drive,Suite 101 those claims that are both first made against the insured and Raleigh.NC 27603 reported in writing to the Company during the policy period. Please review the policy carefully and discuss this coverage with your insurance agent or broker. 2. POLICY PERIOD: Inception: 10/15/2016 Expiration: 10/15/2017 at 12:01 A.y.Standard Time at the address shown above 3. LIMITS OF LIABILITY: Each Claim:S100,000 Inclusive of Claims Expenses Aggregate: $300,000 Death or Disability and Non-Practicing Each Claim:$100,000 Extended Reporting Period Limit of Liability: Aggregate: $300,000 4. DEDUCTI BL.ES: Aggregate: $2,500 Inclusive of Claims Expenses 5. POLICY PREMIUM: Annual Premium: $2,155.00 Total Amount: 52„155.00 Includes CNA Risk Control Credit of $ 0.00 6. FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: (3-118011-A (Ed. 06/2015), 6-118012-A32C (Ed. 10/2002), G-118016-A.CC (Ed. 12/2011), G-118024-A (Ed. 04/2008), 6-118029-A (Ed. 04/2008), 6-118039-A32 (Ed. 06/2008), (3-118041-A32 (Ed. 07/1997). (3-118062-A32 (Ed.04/2008),(i-I 18064-A32(Ed.06/2015) 7. WHO TO CONTACT: To report a claim: CNA Specialty Claim Fax:866-773-7504/Online: +.vvvw.cna.com/claiins SpecialtyProNewLoss@cna.com Lawyers Claim Reporting Questions:800-540-0762 10/04/2016 Authorized Representative Date (3-1 I 8012-A32C(Ed. 10/02) Page 1 DocuSign Envelope ID:52889BC3-723F-437A-AEB3-C767E0C6192E NA Continental Casualty Company 333 S.Wabash Ave. Chicago,IL 60604 LAWYERS PROFESSIONAL LIABILITY POLICY ATTORNEY SCHEDULE Policy Number: 596371335 Name of Each Lawyer Named Individual Retroactive Date Jerrold Patrick Williams Same as Policy Retroactive/Prior Acts Date Shannon C Poore 06/07/2010 Sydney J Batch 12/01/2005 ATfYSCH Page 1 onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE cNA EACH CLAIM DEDUCTIBLE ENDORSEMENT In consideration of a premium cnadit, it is understood and agreed that Item 4 of the Declarations is deleted in its entirety and replaced with the following: 4. DEDUCTIBLE: Each claim: $2500(inclusive of claims expenses) It is further understood and agreed that Section II, LIMITS OF LIABILITY AND DEOUCT|BLE, the first paragraph of letter C. entitled Oeduct\b|e, is deleted in its entirety and replaced with the following: C. Deductible- Each Claim The deductible amount stated in the Declarations for"each claim" applies to each and every claim made against an Insured. It shall be paid by the Named Insured and applies to the payment of damages and claims expenses for claims both first made against the Insured and reported to the Company in writing during the policy period. In the event the Named Insured fails to pay, the deductible shall be paid jointly and severally by all Insureds. The limits of liability set forth in the Declarations are in addition to and in excess of the deductible. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated |noun*rs, takes effect on the effective date of said Policy at the hour stated in said Po|icy, unless another effec ive date is shown below, and expires concurrently with said Policy. G110018ACC (12'11) Policy No 596371335 Page 1 Endorsement No 1 Continental Casualty Company Effective Date: 18/15/2016 Insured Name: Bstch, Poore&Williams, PC (.0om* All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE cNA NAMED INDIVIDUAL RETROACTIVE DATE ENDORSEMENT It is understood and agreed tha no coverage is afforded under this Policy for any claims by reason of an act or omission committed by any person listed below that occurred prior to date listed opposite such person Person Date ------ Shannon C Poole 0607/2010 Sydney JBatch 12/01/2005 All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a pa� ofand is for a�ooUmerkto the Policy issued by the designated |noureru, takes effect on the ef�ctivedate of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date iu shown below, By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) Policy No: 590371335 G-11OO24`���0) � 1 Endorsement Nu 2 Page Effective Date: 10/15/2016 Cnndne�a|Caaua|tyCompany � Insured Name: Batch, Poore&Williams, PC mCwA All Rights Reserved. ronnunignEnvelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA, RETROACTIVE EXCLUSION CLAUSE ENDORSEMENT It is understood and agreed that Section I, Insuring Agreement, Paragraph A., Coverage, is amended to include a new subparagraph as follows: • The act or omission occurred on or after 10/15/2005. All other terms and conditions of the Policy remain unchanged. / This endorsement, which forms a po� ofand ia for a�achmonttothe Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. By Authorized Representative (No signature is required if issued with the Poky or if it is effective on the Policy Effective Date) / G118029A (4-08) Policy No: 590371335 Page 1 Endorsement No: 3 Continental Casualty Company Effective Date: 1015/2016 Insured Name: Batch, Poore&Williams, PC C)cwA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA CONTINENTAL CASUALTY COMPANY CNA PLAZA CHICAGO, ILLINOIS 60685 LAWYERS PROFESSIONAL LIABILITY POLICY AMENDMENT OF TERMINATION PROVISIONS - NORTH CAROLINA It is understood and agreed that Condition K, Cancellation/Nonrenewal is deleted and replaced in its entirety by the following: K. Cancellation and Nonrenewal 1. Cancellation a. This Policy may be canceled by the Named Insured by returning it to the Company, The Named Insured may also cancel the Policy by written notice to the Company stating at what future date cancellation is to be effective, ' b If this Policy has been in effect for less than 80 days, this Company may cancel this Policy by mailing or delivering to the Named Insured written notice of cancellation at least 15 days before the effective date of cancellation. c. If this Policy has been in effect for 60 days or more, or if it is a renewal of a policy issued by the Company, the Company may cancel only for one or more of the following reasons: (1) Nonpayment of premium when due in accordance with the policy terms; (2) Conviction of the Insured of a crime arising out of acts that materially affect the insurability of the risk; (3) An act or omission by the Insured or his or her representative that constitutes material misrepresentation or nondisclosure of a material fact in obtaining this po|icy, continuing this pn|ioy, or presenting a claim under this policy; (4) Substantial breach of contractual duhem, conditions or warranties that materially affects the insurability of the risk; (5) A fraudulent act against the Company by the Insured or his or her representative that materially affects the insurability of the risk; (6) Willful failure by the Insured or his or her representative to inst ube reasonable loss control measures that materially affect the insurability of the risk after written notice has been given by the Company; (7) Increased hazard or material change in the risk assumed that could not have been reasonably contemplated by the parties at the time the risk was assumed; (8) Loss of facultative reinsurance or loss of or substantial changes in applicable reinsurance which covers the Policy; or (9) A determination by the North Carolina Commissioner of Insurance that continuation of the Policy would violate or place the Company in violation of the laws of North Carolina. (10) The Named Insured fails to meet the requirements contained in the corporate charter, articles of incorporation or bylaws of this Company, when the Company is organized for the sole purpose of providing members of an organization with insurance coverage in North Carolina. However, the Company may cancel this Policy for any reason provided the Company obtains the Named Insured's prior written consent. The Company may cancel this Policy by mailing, or by delivery of a written notice of cancellation to the Named Insured at the address last known to the Company. The Company will provide written notice at least: G-118039-A32 (6-08) Policy No: 596371335 Page 1 Endorsement No: 4 Continental Casualty Company Effective Date: 10/15/2016 Insured Name: Batch, Poore &Williams, PC CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA (1) 15 days prior to the effective date of cancellation if the Company cancels this Policy because the Insured has failed to pay a premium; or (2) 30 days prior to the effective date of cancellation if the Company cancels this Policy for any other reason. The time of surrender or th e effective date and hour of cancellation stated in the notice shall the end of the policy period, Delivery of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. Copies of the required notices shall also be sent to the agent or broker of record; however, failure to send copies of the notice to such persons shall not invalidate the cancellation. d. If the Company cancels for nonpayment of premium, the cancellation will not become effective if the Named Insured pays the premium amount due prior to the effective date of cancellation. e If the Company cancels this Po|icy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Company shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as p ctioo'�e after becomes effective, but payment or tender of unearned premium is not a pna o � . condition of cancellation. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 2. Nonrenewal a. If the Company elects to nonrenew this Policy, the Company will mail or deliver written notice of nonrenewal to the Named Insured at the address last known to the Company at least 45 days prior to: (1) the expiration of this Policy; or (2) the anniversary date of this Policy if this Policy is written for a term of more than one year or for an indefinite term. Notice will state the effective date of and reasons for nonnanewa|. Delivery of such written notice by the Company shall bathe equivalent of mailing. b. The Company is not required to provide notice if: (1) the Named Insured has accepted replacement coverage; (2) the Named Insured has requested or agreed not to renew this Policy; or (3) the risk covered under this Policy is insured under any other insurance policy. c. If the Company elects to lower coverage limits or raise deductible or premium rates other than at the request of the Named Insured, the Company shall provide the Named Insured with written notice of such change at least 30 days in advance of the effective date of the change. The written notice of cancellation or nonrenewal will: a. be mailed or delivered to the Named Insured and any designated mortgagee or loss payee at their addresses shown in the Policy or, if not indicated in the Policy, at the Named Insured's and designated mortgagee's last known addresses; and b. state the reason or reasons for cancellation or nonrenewal. If notice is mai|ed, proof of mailing will be sufficient proof of notice. 3. Conditional Renewal a. If the Company elects to renew the Policy with decreased cowenago, increased deduotib|eo, any surcharge or increased premium rates, the Company will furnish the Named Insured with the renewal terms and a statement of the amount of premium due for the renewal policy period, No:� 596371335 G-118039-A32 (6-08) Policy Endorsement No: 4 PoQe2 � Effective �e��� 1U/iS/2Q1G {�ontinen1aiCooum8yCompany ` � Insured Name: Batch, Poore&Williams, PC ©CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE orNA b. If policy being renewed was written for a term of one year or less, the renewal terms and statement of premium due must be mailed or delivered not less than 45 days before the expiration date of that policy. If the policy ic . b/ ing renewed was written for a term of more than one year or for an indefinite barm, the renewal terms and statement of premium due must be mailed or delivered not less than 45 days before the anniversary date of that policy. The renewal terms and statement of premium due must be mailed or delivered to the Named Insured and any designated mortgagee or loss payee at their addresses shown in the Po|ioy, nr, if not indicated in the Po|ioy, at their last known addresses. c. If the Company fails to furnish the renewal terms and statement of premium due, the Named Insured may cancel the renewal policy within the 30 day period following receipt of the renewal terms and statement of premium due. For refund purpooen, the earned premium for any period of coverage shall be calculated pro rata upon the premium applicable to the policy being renewed instead of the renewal policy. If the Company fails to comply with the 45 day notice requirement, the Named Insured is entitled to the option of coverage under the policy being renewed and at the same cost of that policy until 45 days have elapsed after the Company has provided the Named Insured with notice. d If the Policy has been issued for a term longer than one yemr, and for additional consideration a premium has been guaranteed for the entire term, the Company will not increase that premium or require policy deductibles or other policy or coverage provisions less favorable to the Named Insured during the term of the policy. e. Copies of the required notices shall also be given or mailed to any designated mortgagee or loss payee and may also be given or mailed to the agent or broker of record, If notice is mai|ed, proof of mailing will be sufficient proof of notice, All other terms and conditions of the Policy remain unchanged. This enduroemeot, which forms a part of and is for attachment to the Policy issued by the designated |nourera, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effec ive date is shown below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) 0-118039-A32 (6-08) Policy No: 606371335 Page 3 Endorsement No: 4 Continental Casua Company Effective Date: 10/15/2016 Insured Name: Ba1ch, Poore&Williams, PC �cwx m/Rights Reserved onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNAINSURANCE TN TOUCH WtTHnUSREES, CONTINENTAL CASUALTY COMPANY CNA PLAZA CHICAGO,ILLINOIS 60685 LAWYERS PROFESSIONAL LIABILITY POLICY RIGHT OF THE NAMED INSURED TO CLAIM INFORMATION - NORTH CAROLINA Within 45 days after the mailing or delivery of the written request of the Named Insured, the Company shall mail or deliver the following loss information covering a three-year period: a aggregate information on total closed claims, including date and description of claim, and any paid damages or claim expense; b. aggregate information on total open claims, including date and description of claim, and amounts of any payments; c. information on notice of any claim, including date and description of claim. All other terms and conditions of the Policy remain unchanged. POLICY N0.596371335 THIS ENDORSEMEAT FORMS A PARI:OF I HE ABOVE REFERENCED POLICY,AND I AKES EFFECT ON THE EFFECTIVE DATE AND HOUR OF SAID POLICY UNLESS ANGI'HER EFFECTIVE DATE IS SHOWN BELOW.AND EXPIRES CONCURRENTLY WITH SAID POLICY. ISSUED TO: BATCH,POORE&WILLIAMS,PC EFFECTIVE DATE OF THIS ENDORSEMENT 10/15/2016 Complete only when this Endorsement is not prepared with the Policy o,is not'n6e«ffe,u,owith the Policy Countersigned by ^ozvomosoxs,aaxuN,^`/va o'1 1804/'x32 (ca 07/97) Page 1 of onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA CONTINENTAL CASUALTY COMPANY CNA PLAZA CHICAGO, ILLINOIS 60685 LAWYERS PROFESSIONAL LIABILITY POLICY AMENDATORY ENDORSEMENT -CHANGES NORTH CAROLINA It is understood and agreed that Condition I. Changes is deleted and replaced in its entirety by the following: i Changes None of the provisions of this Policy will be mmived, changed or modified except by written endorsement issued to form a part of this Policy. All other terms and conditions of the Policy remain unchanged. This endoruement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) G-118062-A32 (4-08) Policy No: 596371335 Page 1 Endorsement No: 6 Continental Casualty Company Effective Date: 10/16/2018 Insured Name: Batch, Poore &Williams, PC mcwx All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA AMENDATORY ENDORSEMENT -EXTENDED REPORTING PERIOD - NORTH CAROLINA It is understood and agreed that the Section entitled EXTENDED REPORTING PER|ODS, the paragraph entitled Extended reporting periods limits of liability and deductibles, the sub-paragraph entitled Automatic and optional diona| extended reporting periods limits of liability an0000 ucz ibleu. \mue|*e" a. d .ep.a^"" in its entirety by the following: Automatic and optional extended reporting periods limits of liability and deductibles The Company's liability for all claims reported during the automatic and optional extended reporting periods shall be reinstated to the limits of liability applicable to this Policy as set forth in the Declarations and in Section ILA. and B. of this Policy. The deductible applicable to such claims shall be reinstated to an amount equal to the deductible as set forth in the Declarations and Section U.C. of this Policy. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated |nmmrerm,takes effect on the effective date of said Policy at the hour stated in said Po|\oy, unless another effective date is shown below, and expires concurrently with said Policy. G118084A32 (6-15) Policy No: 596371335 Page 1 Endorsement No 7 Continental Casualty Company Effective Date: 10V15/2016 Insured Name: Batch, Poore&Williams, PC ©CNIA All Rights Reserved. DocuSign Envelope ID:52889BC3-723F-437A-AEB3-C767E0C6192E LAWYERS PROFESSIONAL LIABILITY POLICY CNA onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA CONTINENTAL CASUALTY COMPANY 333 S. WABASH AVENUE CHICAGO,IL 60604 LAWYERS PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY. IT APPLIES ONLY TO THOSE CLAIMS THAT ARE BOTH FIRST MADE AGAINST AN INSURED AND REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD. PLEASE REVIEW THIS POLICY CAREFULLY AND DISCUSS THIS COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. INSURING AGREEMENT A. Coverage The Company agrees to pay on behalf of the Insured all sums in excess of the deductible that the Insured shall become legally obligated to pay as damages and claim expenses because of a claim that is both first made against the Insured and reported in writing to the Company during the policy period by reason of an act or omission in the performance of legal services by the Insured or by any person for whom the Insured is legally liable, provided that: 1 no Insured gave notice to a prior insurer of such claim or a related claim; 2. no insured gave notice to a prior insurer of any such act or omission or related act or omission 3. prior to the date an Insured first becomes an Insured under this Policy or became an Insured under the first policy issued by the Company (or its subsidiary or affiliated insurers) to the Named Insured or any predecessor finn, whichever is eadier, of which this Policy is a renewal or replacement, no such Insured had a basis to believe that any such act or omission, or related act or omission, might reasonably be expected to be the basis of such claim; 4. there is no other po|icy, whether phmary, ountribuhnry, exoess, contingent or cdherwise, which provides insurance to any Insured for the claim based on or arising out of an act or omission in the performance of legal services by such Insured or by any person for whom such Insured is legally liable while "affiliated" with a firm other than the Named Insured. As used herein, "affiliated' includes acting as Of Counsel for a firm other than the Named Insured. B. Defense The Company shall have the right and duty to defend in the lnsureds name and on the Insured's behalf a claim covered by this Policy even if any of the allegations of the claim are gnound|eao, false or fraudulent. The Company shall have the right to appoint counsel and to make such investigation and defense of a claim as is deemed necessary by the Company. If a claim shall be subject to arbitration or mediation, the Company shall be entitled to exercise all of the Insured's rights in the choice of arbitrators or mediators and in the conduct of an arbitration or mediation proceeding. C. Settlement The Company shall not settle a claim without the written consent of the Named Insured. D. Exhaustion of limits The Company is not obligated to investiQate, dafend, pay or settle, or continue to inveotigate, defend, pay or settle a claim after the applicable limit of the Company's liability has been exhausted by payment of damages or claim expenses or by any combination thereof or after the Company has deposited the remaining available limits of liability into a court of competent jurisdiction. In such case, the Company shall have the right to withdraw from the further inventigstion, defense, payment or settlement of such claim by tendering control of said inveudgedion, defense or settlement of the claim to the Insured. |i LIMITS OF LIABILITY AND DEDUCTIBLE A. Limit of liability-each claim Subject to paragraph B. below, the limit of liability of the Company for damages and claim expenses for each claim first made against the Insured and reported to the Company during the policy period shall not exceed the amount stated in the Declarations for each claim. G118O11A (06-2015) Page 1 ©CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA. B. Limit of liability- in the aggregate The limit of liability of the Company for damages and claim expenses for all claims first made agains the Insured and reported to the Company durinAthe policy period shall not exceed the amount stated in the Declarations as the aggregate. C. Deductible The deductible amount stated in the Declarations is the total amount of the Insured's liability for all claims and applies to the payment of damages and claim expenses for claims first made and reported to the Company in writing during the policy period. The deductible shall be paid by the Named Insured, or upon the Named Insured's failure to pay, jointly and severally by all Insureds. The limits of liability`set forth in the Declarations are in addition to and in excess of the deductible. If a claim is based on or arises out of the rendering of eleemosynary (pro bono) legal services, no deductible will apply but only where at the time of retnntion, there was approval by the appropriate committee or lawyer within the Named Insured that the matter would be handled without compensation. Q. Multiple ineunmds, claims and claimants The limits of liability shown in the Declarations and subject to the provisions of this Policy is the amount the Company will pay as damages and claim expenses regardless of the number of Insureds, claims made or persons or entities making claims. If related claims are subsequently made against the Insured and reported to the Company, all such related ckmirns, whenever mada, shall be considered a single claim first made and reported to the Company within the policy period in which the earliest of the related claims was first made and reported to the Company. E. Supplementary payments Payments made under paragraphs 1., 2. and 3. below will not be subject to the deductible. All supplementary payments are in addition to the limits of liability. 1. Loss of Earnings The Company will reimburse each Insured up to$500 for loss of earnings for each day or part of a day of such Insured's attendance, at the Company's written nequen\, at a t,ia|, hearing or other alternative dispute resolution proceeding, including arbitration proceeding or mediation, involving a claim against such Ynwured, but in no event shall the amount payable hereunder exceed $15000 per Insured despite the nummberofdays an Insured is in attendance, or the number of trials, hearings orart�trskion proceedings that an Insured is required to attend. In no event shall payable per policy period exceed $50.000 despite the number of lnsureds hereunder or the number of such proceedings. 2. Disciplinary Proceedings The Company will reimburse the Named Insured up to $50.800 for each Insured and all Insureds in the uggrogske, for attorney fees and other reasonable costs, expenses or fees (the "Disciplinary Fees") paid to third parties (other than an Insured) resulting from any one Disciplinary Proceeding incurred as the result of a notice of such Disciplinary Proceeding both first received by the Insured and reported in writing to the Company either during the policy period or within 60 days after termination of the policy period, arising out of an act or omission in the rendering of legal services by such Insured. Except as set forth bekow, the amount payable hereunder shall not exceed $100,000 despite the number of such proceedings. In the event of a determination of No Liability of the Insured against whom the Disciplinary Proceeding has been brought, the Company shall reimburse such Insured for Disciplinary Fees, including those in excess of the $50,000 cap set forth above, up to $100,000. In no event G118O11A (00'2015) Page 2 ©CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA shall the amount payable hereunder exceed $100,000 despite the number of Insureds hereunder or the number of such proceedings. 3. Subpoena Assistance In the event the Insured receives a subpoena for documents or testimony arising out of legal services rendered by the Insured and the Insured would like the Company's assistance in responding to the subpoena, the Insured may provide the Company with a copy of the subpoena and the Company will retain an attorney to provide advice regarding the production of doouments, to prepare the Insured for sworn testimony, and to represent the Insured at the Insured's depositions, provided that: a. the subpoena arises out of a civil lawsuit to which the Insured is not a party; and b. the Insured has not been engaged to provide advice or testimony in connection with such |owsub, nor has the Insured provided such advice or testimony in the past. The Company will pay such attorney's legal fees excluding any disbursements. Any notice the Insured gives the Company of such subpoena shall be deemed notification of a potential claim under Section V.A. of this Policy. 4, Crisis Event Expense The Company will reimburse the Named Insured up to $20,000 for Crisis Event Expenses that result from a Crisis Event first occurring and reported in writing to the Company during the policy period. 5. Regulatory Inquiry If, during the policy pmriod, a state licensing boand, self regulatory bndy, public oversight board or a governmental agency with the authority to regulate the Insured's legal services or any entity acting on behalf of such entities initiates an investigation of the Insured arising from an actual or alleged violation of a privacy breach notice law or any law referenced under the definition of privacy injury and identity theft that occurred in the rendering of legal services and which the Insured reports to the Company in accordance with Section V.A. of this Policy, the Company agrees to pay attorney foea, attorney costs and court costs (excluding such attorney fees and costs incurred as a result of services performed by the Insured) incurred in responding to the investigation. The maximum amount the Company will pay for such attorney fees and costs is $20.000. regardless of the number of investigations or the number of Insureds who are subject to such investigations. 6. Medicare, Medicaid, and SCHIP Extension Act of 2007 Subject to the definition of damages set forth in Section |||, DEFINITIONS of the Policy, the Company will reimburse the Named Insured for attorney fees and other reasonable costs or expenses incurred in responding to a demand pursuant to the recovery rights of the Centers for Medicare and Medicaid Services (CMS) under the yWedivare. Medicaid, and SCHIP Extension Act of 2007 (MMSEA). The maximum amount the Company will pay for such attorney fees, costs and expenses is G25.000 per policy puriod, regardless of the number of such demands or the number of Insureds who are subject to such demands. F. Risk Management Incentives In the event that a claim is eligible for more than one Risk Management Incentive, the Insured shall receive the benefit of the highest deductible credit. In no way shall this section be construed to afford more than one Risk Management Incentive per claim. 1. Mediation If mediation of a claim takes place either without institution of arbitration proceeding or service of suit or within sixty (60) days of the institution of such proceedings or service of suit, and such claim is ultimately resolved for an amount acceptable to the Insured and the Company by the G118011A(08-2815) Page 3 ©cwA All Rights Reserved onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA process of mediation,the Insured's deductible, applying to the claim, will be re duoodby5O%. In no event shall the amount of the deductible waived hereunder exceed $25.000. 2. Engagement Letters If the Insured utilized an engagement letter in connection with the legal services that are the subject of a claim, and such claim is otherwise covered under the Policy, then the Insured's deductible applying to such claim will be reduced by 50%, provided that the engagement letter: a. includes, at a minimum, the following information: e0o� services to be performed by the a specific description of the scope of / Insured; the identity identity of all clients for whom the Insured agreed to perform such legal ii services; the fee arrangement for such legal services; and and iv. a description of the Named Insured's file retention and destruction policy;b. was ~ by all clients commencement mmPresen\odon of such clients for the legal services described in the engagement letter, but in no event more than thirty (30) days after the commencement of such representation. In no event shall the amount of th deductible waived hereunder exceed$25,000. G. Pre-claim Assistance Until the date a claim is made, the Company may pay for all costs o or expenses sea it incurs, at its sole as a result of investigating a potential claim that the Insured reports in accordance with Section V. C 0ND|T|ONS, Paragraph A. Notice, subparagraph 2. Notice of Potential Claim. Such payments are in addition to the limits of liability and not subject to the deductible. Ui DEFINITIONS The following defined words shall have the same meaning throughout this Poiuy, whether expressed in the singular or the plural. Wherever appearing in bold print hn this Policy: "Bodily injury" means injury to the body, sickness or disease sustained by any person, including death resulting from such injuries; or mental injury, mental anguish, mental tonoion, emotional distress, pain or suffering or shock sustained by any person whether or not resulting from injury to the bndy, sickness, disease or death of any person. "Claim" means a demand including the service of suit or the institution of any alternative dispute resolution received by the Insured for money or services arising out of an act or omission, including personal or network damage claims. "Claim expenses" mean: A. fees charged by attorneys designated by the Company or by the Insured with the Company's written consent; B. all other reasonable an d necessary fees, costs and expenses resulting from th e invest igetion, adjustment, nt' defense and appeal of a claim if incurred by the Company, or b the I auned with the written consent of the Company, including, but not limited to, premiums for any appeal oo nd, attachment bond or similar bond but without any obligation of the Company to apply for or furnish any such bond; C. all costs taxed against a Insured in defense of a claim; and D. all interest on the entire amount of any judgment which accrues entry of the judgment an d before the Company has paid that part of the judgment which does not exceed the limits of liability stated in Section II A. above. Claim expenses with respect to a claim will be paid first and payment will reduce the amount available to pay damages. Claim expenses do no t include fees, costs or expenses of employees or officers of the Cpmpmny, other than fees, charged by e Company's employed attorneys who may be designated to G118O11A (06'2015) Page 4 (.0ow^ All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA represent the |naumd, with the Insured's prior consent. Nor shall claim expenses include salaries, loss of earnings or other remuneration by or to any Insured. "Client network damage claim" means a demand, including the service of suit or the institution of any alternative dispute resolution pvooeeding, received by the Insured for money or services alleging that a security breach or electronic infection caused network damage to a client's network in the rendering of legal services. "Company" means the insurance company named in the Declarations. "Computer virus" means unauthorized computer code that is designed and intended to transmit, infect and propagate itself over one or more networkm, and cause: A. a computer code or programs to perform in an unintended manner; B. the deletion or corruption of electronic data or software; or C. the disruption or suspension of a network. "Confidential commercial information" means information that has been provided to the Insured by another, or created by the Insured for another where such information is subject to the terms of a confidentiality agreement or equivalent obligating the Insured to protect such information on behalf of another. "Crisis event" means: A. death, departure or debilitating illness of a Principal Insured; B. dissolution of the Named Insured; or C. incident of workplace violence; that the Named Insured reasonably believes will have a material adverse effect upon the Named Insured's reputation. "Crisis event expenses" mean reasonable feeo, costs and expenses incurred by the Named Insured for consulting services provided by a public relations firm to the Named Insured in response to a Crisis Event. "Damages" mean judgmenta, awards and settlements (including pre-judgment interest), provided any settlements are negotiated with the assistance and approval of the Company. Notwithstanding anything to the contrary contained heroin. Damages also include those amounts the court is permitted to impose on a debt collector aa set forth in16USC§1GA2k(a). Damages do not include: A. legal fees, costs and expenses paid or incurred or charged by any Insured, no matter whether claimed as restitution of specific fundo, forfeiture, financial |ooa, set-off or o1herwioe, and injuries that are a consequence of any of the foregoing: B. civil or criminal finnm, sanctions, penalties or forfeitures, whether pursuant to |aw, sta1uto, regulation or court ru|e, including but not limited to awards under 18 U.S.C. §1961, et. seq., Federal Rules of Civil Procedure 11 or 28 U.S.0 §1927 and state statutoa, regu|a1iono, rules or law so providing, and injuries that are a consequence of any of the foregoing: C. punitive or exemplary amounts; D. the multiplied portion of multiplied awards: E. injunctive or declaratory relief; F. any amount for which an Insured is absolved from payment by reason of any uovenurt, agreement or court order. "Denial of service mttmck" means an attack executed over one or more networks or the Internet that is specifically designed and intended to disrupt the operation of a network and render a network inaccessible to authorized users. "Disciplinary Proceeding" means any pending matter, including an initial inquiry, before a state or federal licensing board or a peer review committee to investigate charges alleging a violation of any rule of professional conduct in the performance of legal services. "Electronic infectimn" means the transmission of a computer virus to a netwqrk, including without limitation, such transmission to or from the Named Insured's network. G118011A (06'2015) Page 5 CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA "Electronic information damage" means the daotruction, deletion or alteration of any information residing on the network of any third party. "Insured' means the Named |nmured, predecessor firm and the persons or entities described below: A any lawyer (including a government affairs advisor or |mbbyio1), partnerohip, professional corpormtinn, professional association, limited liability company or limited liability partnership who is or becomes a partner, ohioer, direutor, stookho|dar'em[Aoyee, aauuoiate, menager, member or employee of the Named Insured during the policy period shown in the Declarations; B. any lawyer previously affiliated with the Named Insured or a predecessor firm as a partnor, officer, dirautor, stockholder-employee, associat*, manager, member or salaried employee but only for legal services performed on behalf of the Named Insured or a predecessor firm at the time of such affiliation. The term 'previously affiliated" as used herein does not include a lawyer who, during the policy period and while affiliated with the Named Insured: a) voluntarily ceases, permanently and totsUy, the private practice of law; or b) dies or becomes totally and permanently disabled. Such lawyer will be deemed to been Insured under paragraph A. above; C. any lawyer, law firm, purtnerahip, professional oorpora1ion, professional association, limited liability company or limited liability partnership who acts as Of Counsel to the Named Insured or any non- employee independent contractor attorney to the Named Insured, but only for legal services rendered on behalf of the Named Insured and only if a fee inured nr, in the event of a contingency fee, would have inured, to the Named Insured. No fee need inure to the Named Insured where eleemosynary(pro bono) legal services are rendered by such Of Counsel Insured where at the time of retendun, there was approval by the appropriate committee or lawyer within the Named Insured that the matter would be handled without compensation. Any lawyer, law firm, partnerohip, professional oo,poration, professional association, limited liability company or limited liability partnership who previously qualified as an Insured under paragraph A. above, but gave up the position of padner, o#iuer, dirootor, stockholder-employee, as000io|e, manoger, member or employee to act exclusively as Of Counsel to the Named Unmurmd, will be deemed to be an Insured under paragraph A. above; O. any person who is a former or current emp|oyee, other than an employed lawyer, of the Named Insured or any predecessor firm, but solely for services performed by such person within the course and scope of their employment by the Named Insured or any predecessor firm and provided that the services in dispute are legal services of the Named Insured or any predecessor firm; E. the estate, heira, oxeoutorn, adminintretors, assigns and legal representatives of an Insured in the event of such Insured's dea1h, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would have been provided coverage under this Policy; and F. the spouse or domestic partner of an Insured, but only to the extent that such Insured is provided coverage under this Policy. ^^Unteruat" means the worldwide public network of computers as it currently exists or may be manifested in the future, but Internet does not include the Named Insured's network. "Legal services" mean: A. those oepvioes, including eleemosynary (pro bona) services, performed by an Insured for others as a |awyer, arbitrator, mediator, title agent or other neutral fact finder or as a notary public. Any title agency or oompany, on whose behalf the Insured acts as title agent or designated issuing attorney, is not an Insured under this Policy; B. those services performed by an Insured as an mdminintrator, oouservator, neceiwar, executor, guardian, trustee or in any other fiduciary capacity and any investment advice given in connection with such services; C. those services performed by an Insured in the capacity as a momber, director or officer of any professional legal auuociahon, including any Bar Association and any similar organization or association, its governing board or any of its committees; D. those services performed by an Insured as an expert witness, provided that such Insured was retained to offer expert opinion on issues related to the law, legal procedure or practice, or the legal profession; or E. those services performed by an Insured as an author or publisher of legal research papers or legal materials or the presenter of legal seminars or mate,ia|s, but only where such services are performed without compensation or compensation attributable per publication, presentation or seminar is less than $25,000. G118011A (05-2016) Page 6 cc)CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA ��� Dwoo�dons. "Named Insured" means the por�xnsand en\�oodesignated Declarations. "Network" means opady`s local or wide area no�orhowned oroperated byoronbehaK ofor for the bena�tof that party; provided,id d however, network shall not include the Internet, telephone company ne�xorko. or other , . public infrastructure network. "Network Damage" means A. the unscheduled and unplanned inability of an authorized user to gain access to a network; B. electronic information damage; or C. the su nminterruptionofumynetwork. "Non-public personal information" means personal information not available to the general public from which an individual may be identified, including without |imhaton, an individual's nmne, address, telephone number, social securit number, account relationships, account numbers, account b |anoa s. and account histories. "Personal injury" means an injury arising out of: false orres\, dekondon, or imprisonment; wrongful ontry, or eviction, or other invasion of the right of private occupancy; libel, slander, or other disparaging or defamatory materials; a writing or saying in violation of an individual's right to privacy; malicious prosecution or abuse of process. "Policy period" means the period of time between the inception date and time shown in the Declarations and the date and time of termination, expiration or cancellation of this Policy. "Predecessor firm" means any sole pnoprie1oruh\p, partneruhip, professional oorporadon, professional association, limited liability corporation or limited liability partnership engaged in legal services and: A. to financial assets and liabilities the firm listed as the Named Insured in the Declarations is the majority successor in interest; B. of which the Named Insured retained 50% or more of the lawyers; or C. was previously deemed to be a predecessor firm under the lawyers professional liability policy issued by the Company immediately preceding this Policy. "Principal Insured" means an Insured member of the board of manegers, director, executive officer, natural person partnor, owner of a sole propriotoroh\p, principal, risk manager or in-house general counsel of the Named Insured. "Prior insurer" means an insurer, �o�ding !ho Company and any subsidiary or affiliate of the Con�pmny. who has issued a lawyers pndonelona|` liability insurance policy that is applicable to a c1oirn, such policy having an inception date prior to the policy period. "Privacy breach notice law" means any statute or regulation that requires an entity who is the custodian of non- public personal information to provide notice to individuals of any actual or potential privacy breach with respect to such non-public personal information. Privacy breach notice laws include Sections 1798.29 and 1708.82' 17Q8.84of the California Civil Code (formerly S.B. 1@80) and other similar laws in any judadicdon. ^PMxmoy n|oino" means a demand, including the service of suit or the institution of any alternative dispute resolution prnnoeding, received by the Insured for money or services and alleging privacy injury and identity theft that occurred in the rendering of legal services. "Privacy injury and identity theft" means: A. any unauthorized disclosure of, inability to anmeas. or inaccuracy with respect 10, non-public personal information in violation of: 1. the Named Insured's privacy policy; or 2. any federal, state, foreign or other |aw, statute or regulation governing the oonfidende|ity, integrity or accessibility of non-public personal \nfornmtion, including but not limited, to the Health Insurance Port bility and Accountability Act of 1806. Gramm-Leach-Bliley Act, Children's Online Privacy Protection Act, or the EU Data Protection Act. B. the Insured's failure to prevent unauthorized access to confidential commercial information; "Privacy policy" means the Named Insured's policies in written or electronic form that: G118O11A (06F2015) Page 7 ©CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA A. govern the mdleodon, dioseminmhon, onnfidenkalhy, integrity, accuracy or availability of non-public personal information; and B. the Insured provides to its c|ienta, uustomans, employees or others who provide Insured with non- public personal information. "No Liability" means that with respect to an Insured who is the subject of a Disciplinary Pmmcmeding, there is a: A final determination of no liability; B. a determination of no further action; or C. the matter iu abandoned by the'disciplinary a�hmty. rypn»cmmdin� fnrwhb�hmoo�|�menthasnnou'nad� |nno event ohaUthe term "No umbmry' apply zoaw/wc/pon* "Related acts or mean all acts in the rendering of legal services that are temporally, *v*" logically or causally connected by any common hact, cirnumstanoe, oitua\ion, toanoection, event, advice or decision. "Related claims" mean all claims arising out of a single act or omission or arising out of related acts or omissions in the rendering of legal services. "Security breach" means the failure of the Named Insured's network hardwaro, ooftware, fi/mvvora, the function or purpose of which is to: A identify and authenticate parties prior to accessing the Named Insured's network; B. control access to the Named Insured's network and monitor and audit such access; C. protect against computer viruses; D. defend against denial of service attacks upon the Named Insured or unauthorized use of the Named Insured's network to perpetrate a denial of service attack; or, E. ensure confidentiality, integrity and authenticity of information on the Named Insured's network. "Totally and permanently disabled" means that an Insured is so disabled as to be wholly prevented from rendering legal services provided that such disability: A. has existed continuously for not less than six(6) months; and B. is reasonably expected to be continuous and permanent. "Unauthorized access" means any accessing of information in the Insured's oene, custody or control by unauthorized persons or by authorized persons accessing or using such information in an unauthorized manner. Unauthorized access also includes: A. theft from the Insured of any information storage device used by the Insured to: 1. store and retrieve information on the Insured's network; or 2. transport information between the Insured and authorized recipients; B. any unauthorized use by the Insured of information in the Insured's clients' nmre, custody or control if � ny accessed by the Insured in the course of rendering legal services. IV. EXCLUSIONS This Policy does not apply; A Intentional Acts to any claim based on or arising out of any dishonest, haudulent, crimina|, malicious act or omission or intentional wrongdoing by an Insured except that: 1. this exclusion shall not apply to personal injury; 2. the Company shoshall provide the Insured with a defense of such claim unless or until the dishonest, froudu|ent orimina|, malicious act or omission or intentional wrongdoing has been determined by any trial verdicwaive' court ru|ing, regulatory ruling or legal admission, whether appealed or not. Such defense not any of the Company's rights under this Policy. Criminal proceedings are not covered under this Policy regardless of the allegations made against any Insured; 3. this exclusion will not apply to any Insured who is not found to have personally committed the dishmnwnt, freudu|ent, criminal, malicious act or omission or intentional wrongdoing by any trial verdict, court ruling, or regulatory ruling. G118011A(06-2015) Page 8 CNA All Rights Reser'ed. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\se3-n7n7sonn1eeE CNA B. Bodily Injury/Property Damage to any claim for bodily injury, or injury to, or destruction of, any tangible property, including the loss of use resulting therefrom except that this exclusion of bodily injury does not apply to mental injury, mental anguinh, mental stress, humiliation or emotional distress caused by personal injury; C. Status as Beneficiary or Distributee to any loss sustained by an Insured or claim made against an Insured as beneficiary or distributee of any trust or estate; O. Contractual Liability to any claim based on or arising out of an Insured's alleged liability under any oral or written contract or agreement,unless such liability would have attached to any Insured in the absence of such agreement; E. Insured vs. Insured to any claim by or on behalf of an Insured under this Policy against any other Insured hereunder unless such claim arises out of legal services by an Insured rendered to such other Insured as a client; F. Capacity as Director, Officer, Fiduciary to any claim based on or arising out of an Insured's capacity as: 1. a former, existing or prospective officer, direntor, yharoho|der, partner, manager or member (or any equivalent position) of any entity if such entity is not named in the Declarations;or Q. a trustee of a pension, we|fa^a, profit-ohering, mutual or investment fund or investment trust; or 3. a fiduciary under the Employee Retirement Income Security Act of 1974 and its amendments or any regulation or order issued pursuant thereto or any other similar state or local law; except that this exclusion does not apply to a claim based on or arising out of an Insured's capacity as a member, director or officer of any professional legal mononiation, including any Bar Association and any similar organization or association, its governing board or any of its committees. G. Capacity as Public Official to any claim based on or arising out of an Insured's capacity as a public official or an employee or representative of a governmental body, subdivision or agency unless such Insured is deemed as a matter of law to be a public official or employee or representative of such entity solely by virtue of rendering legal services to it; H. Owned Entity to any claim based on or arising out of legal services pedormad, directly or indireo1|y, for any entity not named in the Dec|aotiona, if at the time of the act or omission giving rise to the c|ainn, the percentage of ownership intereot, direct or indirect, in such entity by any Insured, or an accumulation of Insureds, exceeded 10%. V. CONDITIONS A. Notice 1. Notice of Claims The |noured, as a condition precedent to the obligations of the Company under this Policy, shall as soon as reasonably possible after learning of a claim give written notice to the Company during the policy period of such claim. The Company agrees that the Insured may have up to, but not to exoead, sixty (60) days after the Policy expiration to report a claim made against the _ - G118811A (00'2015) Page 9 ©owA All Rights Reserved, onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA Insured during the policy period if the reporting of such claim is as soon as reasonably possible. 2. Notice of Potential Claims If during the policy period the Insured becomes aware of any act or omission that may reasonably be expected to be the basis of a claim against the Insured and gives written notice to the Company of such act or omission and the reasons for anticipating a u|o|nm, with full partiuu|urs, including but not limited to: a. the specific ac or omission; b. the dates and persons involved; c. the identity of anticipated or possible claimants; d. the circumstances by which the Insured first became aware of the possible claim, then any such claim that arises out of such reported act or omission and that is subsequently made against the Insured and reported to the Company shall be deemed to have been made at the time such written notice was given to the Company. B. Reimbursement of the Company Subject always to the Insured's right to consent to settlement, as set forth in Section I. INSURING AGREEMENT, paragraph C. Settlement, if the Cmmmpany, in the exercise of its discretion and without any obligation to do so, pays any amount within the amount of the deductible, the Named Insured, or upon the Named Insured's failure to pay, the Insureds, jointly and uavoraUy, shall be liable to the Company for any and all such amounts and, upon domond, shall pay such amounts to the Company. C. Territory This Policy applies to an act or omission taking place anywhere in the world,provided that the claim is made and suit is brought against the Insured within the United States of Amerioa, including its territories, possessions, Puerto Rico or Canada. U. Other insurance If there is other insurance that applies to the claim, this insurance shall be excess over such other valid and collectible insurance whether such insurance is stated to be pvimary, contributory, excess, contingent or otherwise. When there is such other insurance, the Company will pay only its share of the amount of any damages and claim expanoea, if any, that exceed the sum of: 1. the total amount that all such other insurance would pay for with respect to such claim in the absence of this insurance; and 2. the total of all deductible and self-insured amounts under all that other insurance. This paragraph does not apply to any other insurance that was bought specifically to apply in excess of the Limits of Liability shown in the Declarations of this Policy. When this insurance is excess, the Company will have no duty under this Policy to defend the Insured against any claim if any other insurer has a duty to defend the Insured against that claim. If no other insurer defends, the Company will undertake to do oo, but it will be entitled to the Insured's rights against all those other insurers. E. Assistance and cooperation of the Insured 1. The Insured shall cooperate with the Company and, upon the Company's request, shall attend hearings and trials and shall assist in effecting oott|amentn, securing and giving of ovidonoa, obtaining the attendance of witnooaeo, and the conduct of suits and proceedings in connection with a claim. 2. The Insured shall assist in the enforcement of any right of contribution or indemnity against any person or organization who or which may be liable to any Insured in connection with a claim. G118O11A(86'2015) Page 10 ©CNA All Rights Reserved, onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA at its cost, voluntarily m�� �� p��o� assume or admit 3. The Insured shall nc�. except own payment, any liability or incur any expense without the consent of the Company. F. Action against the Company No action shall lie against the Company by any third pody, unleou, as a condition precedent thereto: 1 there shall have been full compliance with all the terms of this Policy; and 2. the Insured's obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the claimant and the Company. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a pa�yto any 'action against anInsured, nor shall the Company be impleaded by the Insured or his legal representative. G. Bankruptcy or Insolvency Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations hereunder. H. Subrogation In the event of any payment under this Po|icy, the Company shall be subrogated to all the Insured's rights of recovery thereof against any person or organization The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure and collect upon such rights. The Insured shall do nothing to prejudice such rights. Changes Notice to any of the Company's agents or knowledge possessed by any such agent or any other person shall not act as a waiver or change in any part of this Policy. It also will not prevent the Company from asserting any rights under the provisions of this Policy. None of the provisions of this Policy will be weived, changed or modified except by written endnmement, signed by the Company, issued to form a part of this Policy. J. Assignment No assignment of interest of the Insured under this Policy shall be vm|id, unless the written consent of the Company is endorsed hereon. K. Cancellation/Nonrenewal 1. This Policy may be canceled by the Named Insured by returning it to the Company. The Named Insured may also cancel this Policy by written notice to the Company stating at what future date cancellation is to be effective. 2. The Company may cancel or non-renew this Policy by written notice to the Named Insured at the address last known to the Company. The Company will provide written notice at least sixty (60) days before cancellation or non-renewal is to be effective. If the Company cancels this Policy because the Insured has failed to pay a premium when due or has failed to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible, this Policy may be canceled by the Company by mailing to the Named Insured written notice stating when, not less than ten (10) days thereafter, such cancellation shall be effective, The time of surrender of this Policy or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery (where permitted by law) of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. 3. If the Company cancels this Policy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Company shall retain the customary short rate G118011A(08-2015) Page 11 �cmA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\se3-n7n7sonn1eeE CNA proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 4. The offering of terms and conditions different from the expiring terms and conditions shall not constitute a refusal to renew. L. Entire contract By acceptance of this Policy the Insured agrees that: 1. all of the information and statements provided to the Company by the Insured are hue, accurate and complete and shall be deemed to constitute material representations made by all of the Insureds; 2. this Policy is issued in reliance upon the Insured% representations; 3, this Po|iuy, endorsements thereto, together with the completed and signed application and any and all supplementary information and statements provided by the Insured to the Company (all of which are deemed to be incorporated herein) embody all of the agreements existing between the Insured and the Company and shall constitute the entire contract between the Insured and the Company; and 4. the misrepresentation of any material matter by the Insured or the |nsunad'o agent will render this Policy null and void and relieve the Company from all liability herein. M. Named Insured sole agent The Named Insured shall be the sole agent of all Insureds hereunder for the purpose of effecting or accepting any notices hereuoder, any amendments to or cancellation of this Policy, for the completing of any applications and the making of any statements, representations and warnantieo, for the payment of any premium and the receipt of any return premium that may become due under this Po|icy, and the exercising or declining to exercise any right under this Policy. N. Liberalization If the Company adopts any revision that would broaden coverage under this policy form G'118011+4 without additional premium at any time during the policy period, the broadened coverage will immediately apply to this Policy except that it will not apply to claims that were first made against the Insured prior to the effective date of such revision. O. Notices Any notices required to be given by an Insured shall be submitted in writing to the Company or its authorized representative. If mailed, the date of mailing of such notice shall be deemed to be the date such notice was given and proof of mailing shall be sufficient proof of notice. P. Trade and Economic Embargoes This policy does not provide coverage for |nsureda, transactions or that part of damages or claims expenses that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions VI. EXTENDED REPORTING PERIODS As used herein, "extended reporting period" means the period of time after the end of the policy period for reporting claims that are made against the Insured during the applicable extended reporting period by reason of an act or omission that occurred prior to the end of the policy period and is otherwise covered by this Policy. A. Automatic extended reporting period If this Policy is canceled or non-renewed by either the Company or by the Named Insured, the Company will provide to the Named Insured an automatic, non-cancelable extended reporting period starting at the termination of the policy period if the Named Insured has not obtained another policy of G118O11A(06'2016) Page 12 ©CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA lawyers professional liability insurance within sixty (60) days of the termination of this Policy. This automatic extended reporting period will terminate after sixty(60) days. B. Optional extended reporting period 1. If this Policy is canceled or non-renewed by either the Company or by the Named Insured, then � the Named Insured shall have the right to purchase an optional extended reporting period. Such right must be exercised by the Named Insured within sixty (60) days of the termination of the policy period by providing: a. written notice to the Company; and b with the written nohce, the amount of additional premium described below. 2. The additional premium for the optional extended reporting period shall be based upon the rates for such coverage in effect on the date this Policy was issued or last renewed and shall be for one (1) year at 100% of such premium; two (2) years at 150% of such premium; three (3) years at 175% of such premium; six (6) years at 225% of such premium; or, for an unlimited period at 250%of such premium. 3. The premium for the optional extended reporting period is due on its effective date. This optional extended reporting period is non-cancelable and the entire premium shall be deemed fully earned at its commencement without any obligation by the Company to return any portion thereof. C. Death or disability extended reporting period 1. If an Insured dies or becomes totally and permanently disabled during the policy period, then the |a�orof �he ex�ira1ion of� �he policy ��riod� anyr�newa| nrouuoeuaive renewal of this upon � ' Policy; or any automatic or optional extended reporting period, such Insured shall be provided with a death or disability extended reporting period as provided below. a. In the event of death, such Insured's eotate, heirn, executors or administrators most, within sixty (80) days of the expiration of the policy period, provide the Company with written proof of the date of death. b. If an Insured becomes totally and permanently diaob\ed, such Insured or Insured's legal guardian muat, within sixty(60) days of the expiration of the policy period, provide the Company with written proof that such Insured is totally and permanently disab|ed, including the date the disability commenced, certified by the Insured's physician. The Company retains the right to contest the certification made by the Insured's physioian, and it is a condition precedent to this coverage that the Insured agree to submit to medical examinations by any physician designated by the Company at the Company's expense. This extended reporting period is provided until such Insured shall no longer be totally or permanently disabled or until the death of such Insured in which case subparagraph a. hereof shall apply. 2. No additional premium will be charged for any death or disability extended reporting period. O. Non-practicing extended reporting period 1. If an Insured retires or otherwise voluntarily oeonao, permanently and totally, the "private practice of law" during the policy period and has been continuously insured by the Company for at least three (3) consecutive years, then such insured shall be provided with an extended reporting period commencing upon the latter of the expiration of: the policy period; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period. 2. This extended reporting period is provided until such Insured shall resume the "private practice of law" or until the death of such Insured in which case subparagraph C.1.m. hereof shall apply. 3. No additional premium will be charged for any non-practicing extended reporting period. As used herein, the "private practice of |mw/' means the practice of law performed by an Insured for a fee, including houdy, contingent or lump sum, as a sole practitioner or as a partner, ofhner, director, stookho|der'omp|nyee, asuooia\e, managor, member or emp|oyee, of a law firm, or any agreement to act as an independent contractor or"Of Counsel"to a law firm. ''Private practice of law" does not include the G118O11A (80'2015) Page 13 ©CNA All Rights Reserved. onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA practice of law by an Insured on an eleemosynary (a pro bona) basis or services performed hymn Insured solely as a mediator or arbitrator. E. Extended reporting periods limits of liability and deductibles 1. Automatic and optional extended reporting periods limits of liability and deductibles a. Where the Company has the right to nonrenew or cancel this Poicy, and it exercises that right, then the Company's liability for all claims reported during the automatic and optional extended reporting periods shall be part of and not in addition to the limits of liability for the policy period as set forth in the Declarations and Section ILA. and B. of this Policy. The deductible applicable to such claims shall be part of and not in addition to the deductible as set forth in the Declarations and Section ||.C. of this Policy. b. If this Policy is canceled by the Named Insured or if the Company offers to renew this Policy, and the Named Insured refuses such renewal offer, then the Company's liability for all claims reported during the automatic and optional extended reporting periods shall be reinstated to the limits of liability applicable to this Policy as set forth in the Declarations and Section ||.A. and B. of this Policy. The deductible applicable to such claims shall be reinstated to an amount equal to the deductible as set forth in the Declarations and Section ll.C. of this Policy. 2. Separate death or disability and non-practicing extended reporting period limits of liability a. Limit of Liability Each "Claim" Subject to paragraph B. below, the Company's limit of liability for each claim first made against the Insured and reported to the Company during the death or disability extended reporting period or non-practicing extended reporting period shall not exceed the amount stated in the Declarations as the Each Claim Death or Disability and Non-Practicing extended reporting period limit of liability". b. Limit of Liability- In the Aggregate The limit of liability of the Company for all claims first made against the Insured and reported to the Company during the death or disability extended reporting period or non-practicing extended reporting period shall not exceed the amount stated in the Declarations as the "Aggregate Death or Disability and Non-Practicing extended reporting period limit of liability". c. No Deductible No deductible shall apply to claims first made against the Insured and reported to the Company during the death or disability extended reporting period or non-practicing extended reporting period. F, Elimination of right to any extended reporting period There is no right to any extended reporting period: 1. if the Company shall cancel or refuse to renew this Policy due to: a. non-payment of premiums; or b. non-compliance by an Insured with any of the terms and conditions of this Policy; or c. any misrepresentation or omission in the application for this Policy; or, 2. if during the Policy Period such Insured's right to practice law is nevokad, suspended or surrendered at the request of any regulatory authority for reasons other than that the Insured is totally and permanently disabled. G. Extended reporting period not a new policy G118O11A (08'2015) Page 14 CIowx All Rights Reserved onnunign Envelope ID:o2xeooCn-7uaF-4o7A+\sea-Cnn7sonn1eeE CNA It is understood and agreed that the extended reporting period shall not be construed to be a new policy and any claim submitted during such period shall otherwise be governed by this Policy. VII, HEADINGS The descriptions in the headings of this Policy are solely for uonvenienno, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, the Company has caused this Policy to be executed by its Chairman and Secretary, but this Policy shall not be binding upon us unless completed by the attachment of the Declarations. Chairman Secretary G118011A (05-2015) Page 15 0uwA All Rights Reserved