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AG 20-961 - Olbrechts & Associates RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I. ORIGINATING DEPT./DIV: City Clerk's Office I........................ .............................. 2. ORIGINATING STAFF PERSON: Stephanie Courtney EXT: 2540 3. DATE Q.BY. ............ 4. TYPE OF DOCUMENT(CHECK ONE): • CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) • PUBLIC WORKS CONTRACT El SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT [I MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG El REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E G.BOND RELATED DOCUMENTS) 1:1 ORDINANCE El RESOLUTION El CONTRACT AMENDMENT(AG#): DINTERLOCAL El OTHER .............. 5. PROJECT NAME: Hearing Examiner Services ...................... ............................. 6. NAME OF CONTRACTOR: Olbrechts&Associates ............. ADDRESS: 18833 74th St NE Granite Falls,WA 98252 TELEPH ................. E-MAIL:olbrechtslaw@gmaii.com ............ SIGNATURENAME: Phil 01brer TITLE,....... .. .................................._h Memb-ols 7. EXHIBITS AND ATTACHMENTS:IN SCOPE,WORK OR SERVICES A COMPENSATION A INSURANCE REQUIREMENTS/CERTIFICATE El ALL OTHER REFERENCED EXHIBITS 1:1 PROOF OF AUTHORITY TO SIGN El REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: January l.2020 COMPLETION DATE: December 31,202-5.......... ................ 9. TOTAL COMPENSATION$50,000-00 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY-LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:A YES 0 NO IF YES,MAXIMUM DOLLAR AMOUNT: $limited,actual costs IS SALES TAX OWED i0YES NO IF YES,$,,,,,,,,,,, PAID BY:❑El CONTRACTOR D CITY RETAINAGE: RETAINAGEAmoUNT: El RETAWAGE AGREEMENT(SEE CONTRACT) OR Ej RL,"I'AfNAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 001-1200-044-514-30-410 ............................................. 10. DOCUMENT/CONTRACT REVIEW IN1TlAL/DATEREV[EWE`D INITIAL/DATE APPROVED A' PROJECT MANAGER SC 10/09/2020 ...........___......... El DIRECTOR ......................................... • RISKMA NAGS MENT (IF APPLICABLE) ....... ..... ---------- • LAW JRC 10/13/20020 ...........................-......... ........ ............... 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: .......... 12. CONTRACT SIGNATURE ROUTING IN SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:12/8/20 ---------- E] ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EX BITS El CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INIIJAU[)ATF SIGNED LAW DEPARTMENT SIGNATORY(MAYOR OR DIRECTOR) ,L2 CITY CLERK 1:1 ASSIGNED AG# AG# COMMENTS: ....... ......... ---­-------..................... .......... ....................... ......... ............ ........I............... ................ ....."I'll-,.-....................... .............. 2/2017 CITY OF CITY HALL t t 33325 8th Avenue South w� u�ll ""' Federal Way,VVA 98003-6325 (253) 835-7000 Lviviv.cilyoffedernliv�y.core PROFESSIONAL SERVICES AGREEMENT FOR HEARING EXAMINER SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Olbrechts and Associates, PLLC, a Washington State Professional Limited Liability Company (PLLC) ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: ........ ----- ...OLBRECHTS &ASSOCIATES PLLC: CITY OF FEDERAL WAY: Phil Olbrechts,PLLC Managing Member Stephanie Courtney,City Clerk 18833 74th St NE 33325 8th Avenue South Granite Falls, WA 98252 Federal Way,WA 98003-6325 206-650-7268(telephone) (253) 835-2540(telephone) (253)835-2509(facsimile) olbrechtslaw@Smail.com. Stephanie courtne @ cr ,offederalwa .com The Parties agree as follows: 1. TERM.The term of this Agreement shall commence upon the effective January 1,2020,which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2025 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference,in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction,within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times,to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement,notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 3. "I'E'RMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - I Rev.3/2017 CITY � Federal Way,WA South OF CI A al iy 33325 8th AvenA No".m. ue A 98003-6325 (253) 835-7000 �nvw+.a`ly�f��a.Pr.rtzPkvay com 4.2 Method of Pa ine�r'1'�. On a monthly basis, the Contractor *hall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed,the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty(30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement.The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non-A r°ouriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement wilt terminate upon the completion of all remaining Services for which funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 C'ontract¢rmt Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys,and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from,resulting from, or in connection with this Agreement or the acts,errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance.Act Waiver,It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 (ice Inderrij i ation. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors,shareholders,partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. Ih+SU Alai X. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor,their agents,representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as PROFESSIONAL SERVICES AGREEMENT -2 - Rev.3/2017 CITY or CITY HALL 33325 8th Avenue South Federal Way,WA 98003-6325 (253)335-1000 �wnv. Cgr�d�rrPraFvny.can follows; 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and$2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury,including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts,errors or omissions of the Contractor. 6.2. No l.,imit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. dditiwonal Ins aired, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three(3)years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival.The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws.Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications,records,files, computer disks,magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery.The Contractor shall make such data,documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev.3h017 CITY OF CITY HALL 33325 8th Avenue South Feder Federal Way,VIA 98003-6325 (253) 835-7000 tvi r v.cilyc fit ti4�e allvay.corn 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual,the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFUI"T OF 1N"YEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement,or the evaluation of the Contractor's performance. 12. E I.IA.L OPPORT LAITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment.This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964,the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Iratetha.rct��4i�.a�� gad Ivlodific;tatiaan. This Agreement, together with any attached Exhibits, contains all of the „ „ agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative,null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries.Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and PROFESSIONAL SERVICES AGREEMENT -4 - Rev.3/2017 k� CITY 01; CITY HALL 33325 81h Avenue SOuth �° Federal Way,WA 98003-6325 F (253)835•7000 tvi nv.c:afig offixfer aF voy.Coll) effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto.No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 fpn1111iqnqp with Laws.The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement,this Agreement may be rendered null and void,at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail,postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect.Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default.Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit,then suit may be filed in any other appropriate court in King County,Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties'rights to indemnification under Section 5 of this Agreement. 13.5 Exce ution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 -- Rev.3/2017 cl IV 01- CITY HALL q 33325 8th Avenue South :,. y4 Federal Way,WA 98003-6325 (263) 835-7000 4�tvw.ci�tw��'� rlaa�`r�vny com IN WITNESS,the Parties execute this Agreement below,effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Jim�I"bri-el Mayor ...._ p y, y t" l�R tale Courtney, CMC, Cit C'ctic 4F DATE: APPROVED AS TO FORM: J.Ryan Call,City Attorney Olbrechts&Associates,PLLC: Printed Name: Phil 01brechts Title: Managing Member, Olbrechts and Assoc.PLLC DATE: December 8,2020 STATE OF-W)WWWRON ) NEVADA SS. COUNTY OF G.V ....................) On this day pet.m)nal[y appeared before me PHIL W(L'al-tTi to me known to be the of that executed the foregoing instrument, and acknowledged the said instrument to be the fi•ee and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand-and official seal this �j day of r m m OMAR VAL.lENTE Notary's signature µ l��/i" ' Notary Public,State of Nevada - No.20.3578-01 Notary's printed name ! .42 l w, /Z �"L ......... .. pl.Exp.July 28,2024 y p a of VhWhi%&t8n- Nevada Notary Public in and for the State M commission ex ices PROFESSIONAL SERVICES AGREEMENT - 6 - Rev.3/2017 CITY OF CITY HALL 33325 8th Avenue South Fbderal Way Federal Way,WA 98003-6325 (253) 835-7000 m-Av.cayo(fi,�dcmiltvey.con EXHIBIT A SERVICES FEDERAL WAY REVISED CODE: The Hearing Examiner shall perform all duties of the Hearing Examiner described in and pursuant to the jurisdiction,power and authority established in Chapter 2.95 of the Federal Way Revised Code and preside over topics as prescribed by Federal Way Revised Code as it now exists or is hereafter amended including, but not limited to: • Title 3 Revenue and Finance-Taxation • Title 7 Public Nuisances(Graffiti and Junk Vehicles) • Title 14 Environmental Policy • Title 18 Subdivisions • Title 19 Zoning and Development Code(e.g.,appeals,land use decisions,quasi-judicial matters) • Chapter 4.03 Right-of-Way Activity Permits • Chapter 8.10 Commute Trip Reduction • Chapter 11.45 Surface Water Rates and Charges • Chapter 12.05 Business Registration • Chapter 13.43 Property Maintenance • Chapter 15.05 Shoreline Management CITY DIRECTION: All duties shall be performed pursuant to the direction of the Mayor or his or her designee. COMPLIANCE WITH LAWS: All duties shall be performed in accordance with all applicable federal, state and City laws, including but not limited to King County and the City of Federal Way Land Use laws, State Environmental Act (SEPA), Shoreline Management Act, Open Public Meetings Act, Rules of Evidence, and all city codes, ordinances, resolutions, standards or policies as now existing or hereafter adopted or amended, including the Hearing Examiner Rules of Procedure. RULES OF PROCEDURE: The Hearing Examiner shall establish piles of procedure for the efficient and fair conduct of matters that come before the Hearing Examiner. These rules must be consistent with state and city law. A copy of these rules of procedure should be made available for inspection and copying in the department of Economic & Community Development during regular business hours. CLERICAL SERVICES: The Hearing Examiner shall furnish clerical services including,but not limited to,the typing of decisions, mailing decisions to parties of record, typing decisions on requests for reconsideration, furnish qualified personnel to mark exhibits, list names and address of parties of record, and record public hearings. TIMELINESS:Decisions shall be rendered within the time period prescribed by the applicable statue or FWRC provision. If the Hearing Examiner is unable to render a decision within the required time period, he shall follow the protocol set forth in the FWRC. Failure to do so will be considered a material breach of contract. PERFORMANCE STANDARD: All duties shall be performed in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, including, but not limited to conducting orderly and impartial hearings, creating a professional and courteous environment for applicants, citizen and staff; and the preparation of findings and conclusions which are understandable and based upon sound reasoning and all applicable laws. When deemed appropriate, the Hearing Examiner will make site visits to familiarize him or herself with the site of the proposed land use and the surrounding area. PROFESSIONAL SERVICES AGREEMENT -7 - Rev.3/2017 c try' oE= CITY HALL 33325 8th Avenue South u ^µp Federal Way,WA 98003-6325 Federal (;53)835-70'00 a�tt�w��`�P�r rfda Ytl�o�'�aJa w�ay�rorn DESIGNATED HEARING EXAMINER: Unless otherwise approved to in writing by the City, the City hereby designates Olbrechts &Associates,PLLC, as the City's Hearing Examiner.Pro Tem Examiners shall be appointed by the City. PROFESSIONAL, SERVICES AGREEMENT - 8 - Rev.3/2017 CITY or CITY HALL a I%r� 33325 8th Avenue South z Federal Way,WA 98003-6325 (253)835 7000 mviv c'1`1Varfl0Jvn 4kmY..coil] EXHIBIT B COMPENSATION 1, Total Compensation: In return for the Hearing Examiner Services, the City shall pay the Contractor an amount not to exceed Fifty Thousand and No/100.Dollars ($50,000.00) over the life of the contract. 2. Method of Compensation: HOURLY RATE In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate (minimum of one hour for hearing date) schedule for Contractor's personnel as shown below: Hearing Examiner Services: $170 hourly rate Alternate Examiner Services: Billed at 90%rate($153) Planner Examiner Services: Billed at 75%rate($127.50) Contract Decision Writers: Cost plus 10% (not to exceed$85/hour) Clerical Services: $30 hourly rate REIMBURSABLE EXPENSES The following expenses are permitted: Copy and postage expenses: Actual Cost Mileage: IRS rate from Seattle or home office,whichever is shorter. Beyond postage and copy costs,decisions will be distributed as required by state law at no cost to the City. PROFESSIONAL SERVICES AGREEMENT - 9 - Rev.3/2017 HANOVER Hanover Lawyers Advaritage u<uuwe Clo up- Professional Liability Insurance ;V�)i n 1 ,i �� 1 r / „, 17f7111.1//G.�/r71�(O�I�Jrl�ra�!r?Ur"A,(d/�l�l/l/�I�PJIJ//I(U%1.r////�re/�rliJl%II(/I�IJ/r�%°,�Jllllr%/rrrl,/l„�UCa7rr//(a,��ic4//!L/,l�/�1/IJF�.cllA11'l/Ol/!�!�/J��I%/IG�,IGllr'l"%R7i/�IIJl ����i NOTICE: THIS POLICY IS WRITTEN ON A CLAIMS-MADE BASIS. SUBJECT TO ITS TERMS,THIS POLICY APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. THE LIMITS OF LIABILITY CAN BE COMPLETELY EXHAUSTED BY DEFENSE EXPENSES AND DEFENSE EXPENSES WILL BE APPLIED AGAINST THE DEDUCTIBLE. THE INSURER WILL HAVE NO LIABILITY FOR DEFENSE EXPENSES OR THE AMOUNT OF ANY JUDGEMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Policy Number The Hanover Insurance Company LH2 A772755 05 440 Lincoln Street Worcester, MA 01653 (A Stock Insurance Company, herein called the Insurer) Item 1. NAMED INSURED AND ADDRESS Olbrechts and Associates, PLLC 720 N. 10th St.,A#297 Renton, WA 98057 Item 2, POLICY PERIOD Inception Date: 10/29/2020 Expiration Date: 10/29/2021 (12:01 AM standard time at the address shown in Item 1) Item 3. INSURING AGREEMENTS Insuring Agreement Limits Deductible A.1. Professional Services $1,000,000 each Claim not to exceed; $2,500 each Claim Liability- (Including $1,000,000 Maximum Aggregate N/A all Claims Privacy Breach and Security Breach) A.2. Subpoena Assistance $1,000,000 each Subpoena not to exceed; $2,500 each Subpoena Sublimit $1,000,000 Maximum Aggregate B. Disciplinary $25,000 each Disciplinary Proceeding not to exceed; $0 each Disciplinary Proceedings $25,000 Maximum Aggregate Proceeding C. Loss of Earnings $500 each Day Not Applicable $20,000 each Insured $50,000 Maximum Aggregate D. Crisis Event Expenses $25,000 each Crisis Event not to exceed; $2,500 each Crisis Event $25,000 Maximum Aggregate G�rv6 /�i,//-.1/Il,7uil(H✓1D/.Ul//OJ (aa✓J/ /�L„/,,i,Z"11111111111, �i...,,.,,, „ei,,,,:.1 ,iv.,,,,,e ;. ,J, ,i�,. ...,„yi,„✓//r,,,Ul///,G,1G//ter„ ,uii,�,�,v ,,,,,,i:,.....,.. Form 913 1002 01/16 Page 'I of 2 ICI A N OVE R. ProfessionalLawyers Advantage i ill I � r I i f / Item 4. RETROACTIVE DATE: 10/29/2010 Item 5. OPTIONAL EXTENDED REPORTING PERIOD: Percentage of Annualized Premium: N/A Additional Period: N/A Item 6. PREMIUM $2,953.00 Total: $2,953.00 "See State Surcharge Notice(s) to Policyholder, if applicable Item 7. ENDORSEMENTS EFFECTIVE AT INCEPTION: See Schedule of Forms attached. Item 8. NOTICE TO INSURER Report a claim to the Company as required to: The Hanover Insurance Company 440 Lincoln Street Worcester, MA 01653 National Claims Telephone Number: 800-628-0250. For Cyber Claims: 800-385-5271 Facsimile: 800-399-4734 Email: firstreport@hanover.com For Cyber Claims: Cyberclaims@hanover.com Agent on behalf of: MORANCO, INC. 9631 N. NEVADA ST.#309 SPOKANE, WA 99218 We have caused this Policy to be signed by our President and Secretary and countersigned where required by a duly authorized agent of the Company. John C. Roche, President Charles F. Cronin, Secretary ��/iir i JIN,/,rXd ry�dl,vcr�,n�zr,J/lmD9/JIl a/„�0/���G' r,.,..,wr..rir,,„ „ .., r/i,o,,,r� �,u.ial c✓i�.r,.,.,r i Ul,,,,rii.ldlZ„//lll.,rrr.11l„!/, .�oik I>?r�l Form 913 1002 01/16 Page 2 of 2 V Pry Hanover Lawyers in t O 'Insurance Group" Professional U�abiHty Insurance Pblicy Index f Mrrl ENZYME %'%. 1 1 l P/./ri r r r.W 1 �'r Jl!/71 J1lr�(�7/IllilGy�.,.�.11l,,.�LG,fi N�R��1�rrr7Yl�MrYd�IXi�rrklJ�ld,/7°N7aMitfi"r,,'�d1,11,GVYk.��I���11Y(NY1���111/.. .i.!1��d�rt�dJ.d��..n,:..11,.,,��!„/„e.,�....!l��'�Rll�illArgyllie,�!(!k1�Rf. Jl'27�J�it�!rl/AAr�(�611rG:!!�/diGt�klr�'Y�ntNn�/r////Mkr�RrsksarrnT,.,.,r�l�PlydulllhrA�leP..r��',✓Ire'NYC'"�JY?h��'rS�"ti�lY�ll�'��7h�,W.+ �ld Gle�r I, INSURING AGREEEMENT 1 A.1.Professional Services Liability 1 A.2.Subpoena Assistance Sublimit 1 B. Disciplinary Proceedings 1 C. Loss of Earnings 1 D. Crisis Event Coverage 1 II. EXTENDED REPORTING PERIODS 1 A. Automatic Extended Reporting Period 1 B. Optional Extended Reporting Period 2 C. Death or Disability Extended Reporting Period 2 D. Non-Practicing Extended Reporting Period 2 III. DEFINITIONS 2 IV. EXCLUSIONS 7 A. Prior Notice 7 B. Retroactive Date 7 C. Conduct 7 D. ERISA 8 E. Insured vs. Insured 8 F. Beneficiary or Distributee of Trust or Estate 8 G. Contract 8 H. Bodily Injury or Property Damage 8 I. Title Insurance 8 J. Employment Practices 8 K. Outside Entities 8 L. Public Official 9 M. Management Capacity 9 N. Common Office Space 9 O. False Pretenses 9 V. SPOUSES, DOMESTIC PARTNERS ESTATES AND LEGAL REPRESENTATIVES 9 VI. INNOCENT INSUREDS 9 VII. DEFENSE AND SETTLEMENT OF CLAIMS 10 Vill. LIMIT OF LIABILITY 10 IX. DEDUCTIBLE 11 X. REPORTING 11 Xl. ALLOCATION 12 XII. OTHER INSURANCE AND INDEMNITY 12 Xlll. RELATED CLAIMS 12 XIV. LEGAL PROCEEDINGS 12 !d�JrJl9/ir��,ny�N(�/l6,Prl////u(///W/J2G�k�fi1�?2r'�r/��'JAu"r1,a"�JJdA!riJ,.�%li''hd6�U�ndG.IJ711d�U,/lf//�„J///✓/rrrru,/Ar/usu/u.G//�/L/Ctr<.�rrarrr/r//,1.G/�//Fh.6lll1�%dl�Ga�lau�7lTT�aiJr%Ildll�Iti�w,VGer�/,/,Gr r✓1 a..,,,rl�s r/✓lad(,.s„rG(;r A//,�,r'ti/ „all, Form 913 1001 Index 02/17 Page 1 of 2 'fko Hanover Lawyers van Insurance Grot.tp"' ProfessionaI Liakflhty Insurance F,I l i Index r, v lld�rlll��lu/h//a/d��ti�l�y/,✓��":�II�Y.��rr'Jl.?iu�i/ /.!";,,,r+G,!//p✓I,,,fY9��l/���?<l '7i)7r+ r„�,u„l.:/:,✓lvFe/�1JJ,J/l�t�urTi!/I��ru`lN,l(6ti�s.71N%l�l���'hJ!/„!/ifl9iT�"r��d::.drtl!UIIR�t�'A�/lllr!111�I16�i���liid7lG�.J�l�i�e�l�n�lldziHl,�✓a/r,� rwaa<,�l��u�i XV.: MATERIAL CHANGE 13 A. Merger or Acquisition of Named Insured 13 B. Cessation of Insured Entities 13 C. Additional Entities or Insured Individuals 13 D. (Paragraph concerning loss,suspension, revocation or surrender of an insured individuals license to practice law.) 13 XVI. SUBROGATION 14 XVII. TERRITORY 14 XVIII. TERMINATION OF POLICY 14 XIX. BANKRUPTCY 14 XX. VALUATION AND FOREIGN CURRENCY 14 XXI. ROLE OF NAMED INSURED 14 XXII. TITLES AND HEADINGS 15 XXIII. CONFORMANCE TO LAW AND TRADE SANCTIONS 15 XXIV. REPRESENTATIONS AND SEVERABILITY 15 ,. , r v.... r / ../ I r / „,I /, / Iri1. r I%✓d,.1/Il! Gn,...�l,J/!/(J.IJLI✓/(rC,.u ,�//,'a/Ol//ll/li/,✓ll��/�,/rJ/l�l//i/lriJlll%//%i/%%ZrI//al/�,�/d"Gd4+!/,;�/G/li;nG'..1/w/(f�%r'�lT�d!lr�'1�/Jll...:('':. Form 913 1001 Index 02/17 Page 2 of 2 u* N �.r� �~� k��� ������ ���� ����������x ~� ���� � ��o "��� �� Hanover � �� Insurance Gro�op Professional U ~allb^ @ity Insurance THIS IS A CLAIMS-MADE COVERAGE WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ THE POLICY CAREFULLY. In consideration of the premium paid, in reliance upon the statements in the Application and subject to the Declarations, |imitadona, oondidonu, definitions and other provisions of this Po|icy, including endorsements hereto, the Insurer and the Insureds agree aofollows: |- INSURING AGREEMENTS A.1.Professional Services Liability The Insurer will pay on behalf ofthe |nmuvod. Lmme which the Insured is legally obligated to pay due to n Claim first made against the Insured during the Policy Pmriod, or the Extended Reporting Period if app|ioab|o, arising from a Wrongful Act in the rendering nr failure to render Professional Smrviueo, provided that 1. The Wrongful Act must have first occurred on or after the applicable Retroactive Date(s); 2. The Insured had no knowledge of the Claim or facts which could have reasonably caused such Insured to foresee the Claim, prior to the effective date of this Policy; and 3. The Claim or Potential Claim io reported tu the Insurer pursuant to Section X. Reporting. A.2. The Insurer will reimburse the Insured for Subpoena Response Expenses arising out of a Subpoena first received by an Insured during the Policy Period. B. Disciplinary Proceedipas The Insurer will pay on behalf of the Insured Disciplinary Proceeding Expenses arising out of Disciplinary Proceedings commenced against an Insured Individual during the Policy Period. C. LosLQf Earnings The Insurer will reimburse the Insured for |oao of earnings due to such Insured Undividua|'e attondanoa, at the Insurer's written nequaot, atatrial, hnaring, madiaUon, arbitration nr other alternative dispute resolution proceeding. D. Crisis Event Expenses The Insurer will reimburse the Insured for Crisis Event Expenses arising out of Crisis Event which first occurs during the Policy Period. U. EXTENDED REPORTING PERIODS The following Extended Reporting Periods apply only to Insuring Agreement I.A.1. Professional Services Liability: A. If the Insurer or the Named Insured terminates or does not renew this Policy then the Named Insured shall have the right to a sixty (80) day Automatic Extended Reporting Period beginning on the effective date of termination or non-renewal of this Policy. There is no additional premium for the Automatic Extended Reporting Period. The Automatic Extended Reporting Period applies to Claims made during the Policy Period and reported to the Insurer during the Automatic Extended Reporting Period but only for Wrongful Acts committed prior to the effective date this Policy is terminated or non'nenewed, and subject to all to other terms and conditions of this Policy. Form 0131001 02/17 Page 1of15 U Advantage ��������� &����� ���� Lawyers ���� � ��n o��� �� Hanover .� �� Ix�suxmoceGreup= , Professional Liability linsuiraince If the Optional Extended Reporting Period outlined below is purchased by the Named Insured then the Automatic Extended Reporting Period shall not apply. B. If the Insurer or the Named Insured terminates or does not renew this Policy, other than termination by the Insurer for nonpayment of pvemium, then the Named Insured shall have the right to purchase an Extended Reporting Period for the period set forth in Item 5. of the Declarations beginning on the effective dote of the termination or non-renewal of this Policy. The Named Insured must provide a written request for the Extended Reporting Period including payment of the additional pramium, as set forth in Item 5. of the Declarations, within sixty(60) days following the effective date of the termination or non-renewal of this Policy. Additional premium paid shall be deemed fully earned as of the first day of the Extended Reporting Period and the Extended Reporting Period may not becancelled. C. Death or Disab0ity Extended Reporting Period If an Insured Individual dies or becomes totally and permanently disabled, and does not have other available insurance, the Insurer will issue an endorsement for an Extended Reporting Period for such Insured Individual of unlimited duration for no additional premium, provided: 1. Death was not caused by a self-inflicted injury or misuse or abuse of any substance; . 2. Tnby| and permanent disability in established after the effective date of the Policy and must be n result of accidental bodily irjury, physical illness or diaeaoa, and not arise out of any self-inflicted injury or attempted suicide, or the abuse of intoxicants nr controlled substances. The inability to practice law must be certified in writing byn physician acceptable to the Insurer. In the event ofdeath, such Insured |ndiniduo|`e eatate, heira, executors or administrators muat, within sixty (GU) days of the expiration ofthe Policy Pariod, provide the Insurer with written proof of the date ufdeath. In the event of total and permanent disability such Insured Individual or the Insured |ndhridum|'e legal guardian must, within sixty (60) days of the expiration of the Policy Pehmd, provide the Insurer with written proof that such Insured Individual is totally and permanently disabled including the date the disability oommencod, certified by the Insured Individuaym physician. The Insurer shall have the right to requost, and the Insured Individual must agree, that the Insured Individual submit to medical examinations by any physician designated by the Insurer at the Insurer's expense. D. Non-Practicing Extended If an Insured Individual permanently retires or otherwise voluntarily ceases the practice cf law the Insurer will issue an endorsement for an Extended Reporting Period for such Insured Individual of unlimited duration for noadditional premium provided: 1. The Insured Individual has been continuously insured with the Insurer for the immediately preceding three (3) years; and 2. Has reached the age mf55. If an Insured Individual leaves the practice of law as a result of loss, auspeneion, revocation or surrender of the Insured |ndividua|'e license because of threatened, pending or actual disciplinary action the Extended Reporting Periods outlined above are not available. 8K. DEFINITIONS Application means: A. Any portion of an application given to the Insurer for this Policy including any attachmentu, written information and mahoha|a provided to the Insurer by or on behalf ofan Insured for the purposes of the Insurer's underwriting of this Policy; and Form 9131001 02/17 Page 2of15 Advantage .^° I ������������ ������������� anover �����=�� ��� �� = °�� � �=� ° ��~_ Group-Insunarice F'Irofessl�oinal N ~albllN ~ty NInSUraince B. Any warranty provided to the Insurer within the past three years in connection with any unvonoge part or Policy of which this Policy iaa renewal orreplacement. Breach Notice Loxv means any federal, state, local or foreign privacy |agia|aUon, regulation and their functional equivalent that requires an entity to provide notice to affected natural persons of any actual or potential unauthorized access to their Confidential Records. Claim means any: A. Oral or written demand received by an Insured for monetary or non-monetary relief including injunctive relief; B. Civil proceeding commenced by the service of a complaint or similar pleading; C. Formal administrative or regulatory proceeding commenced by the filing of charges, formal investigative order or similar document; D. Arbitration or mediation proceeding commenced by the receipt ofn demand for arbitration or mediation or similar document; or E. Written request first received by an Insured to toll or waive a statute of limitations relating to a potential Claim described inA. through D. above; Against an Insured for a Wrongful Act, including any appeal therefrom. Computer means a device or group of hardware devices on which ooftwane, app|ioaUono, ooript, code and computer programs containing Data can be operated and viewed. Confidential Record means: A. A natural person's first name or first initial and last name in combination with: 1. Non-public personally identifiable infonnoUon, as defined in applicable federal, state, local or foreign legislation or regulations inc|uding, social security number, driver's license number or other personal idendfioaUonnumber(including an employee identification number or student identification numbar); 2. Financial account number (including a bank account number, retirement account number orhealthcare spending account number); 3. Credit, debit or payment card numbers; 4. Information related to employment byan Insured; 5. Individually identifiable information considered nonpublic personal information pursuant to Title V of the Gramm-Leach Bliley Act of1O00. ao.amendad; or 8. Individually identifiable information considered protected health information pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended; B. Trade aenreto, data, dooignn, intarpretationo, fovaoanto, fnrmu|oo, methoda, pnyctiueo, pvoueuaeo, reports or other information not included in1. through8 above; ` which is owned by an |nmuvod or for which an Insured. is legally liable and is intended by an Insured to be accessible only by natural persons or entities it has specifically authorized to have such access. Crisis Event means: A. /\Wrongful Act; B. A potential dissolution of the Named |noured� C. Doath, oohouo illness or departure of prinoipa|, partner, owner, diraotor, executive officor, risk manager or in-house general counsel of the Named Insured; D. Incident nf workplace violence; or Form 9131001 02/17 Page 3of15 N Advantage Hanover �� ����������m �� Insurarice Group" Pilro-fess ~oinaU N ~alb~ Hty Nnsulraince E. Another event as agreed at the ao|o discretion of the Insurer; that the Named Insured reasonably believes will have a material adverse effect upon the reputation of the Named Insured. Chaim Event Expenses means reasonable fees, costs and expenses for consulting manvioam incurred by the Insured provided bya public relations firm in response toa Crisis Event. CybmrAttmok means the transmission of fraudulent or unauthorized Data that is intended to and successfully modifieo, a|tem, damagea, deatroyo, de|otoo, reoordo, tronomitn, or consumes information within a System without authorization, including Data that is self-replicating or self-propagating, and which causes the disruption of the normal operation ofaSystem. Data means a representation of informaUon, knmw|edge, fodo, concepts or instructions which are being processed or have been processed in o Computer. Defense Expenses means the reasonable and necessary legal fees and expenses including attorney fees and expert fees incurred by the Insurer or the Insured (other than regular orovertime wagea, oa|arieo, fees or benefits of Insured Individuals) in the invooUgnUon, dehanoe, settlement and oppao| of C|oinm, including but not limited to cost ofconsultants and witnesses, premiums for appeal, irjunction, attachment ornuparaedeao bonds regarding such Claim. Disciplinary Proceeding means any formal administrative or regulatory proceeding by n regulatory or disciplinary official or agency to investigate or pnnoaouta charges alleging professional misconduct or ethical violations in the performance ofunInmuvod'o Professional Services. Disciplinary Proceeding Expenses means all expenses the Insurer or, with the Insurer's prior written consent, the Insured incur in investigation, defense or appeal of any Disciplinary Proceeding. Financially Impaired means the status ofan Insured resulting from: A. The appointment by any federal or obyt» offioia|, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate an Insured; or B. Such Insured becoming a debtor in possession under the United States bankruptcy law or the equivalent of a debtor in possession under the law of any other country. Independent Contractor means any natural person who performs Professional Services under contract with, and at the sole direction and control of. an |nnunad, provided that such Professional Services inure to the benefit ofthe Named Insured. Insured means an Insured Entity and any Insured Individual. Insured Entity means the Named Insured and any Predecessor Firm. Insured Entity does not include any title agenoy, title insurance company or any other entity on whose behalf an Insured Individual acts as a hUa agent or designated issuing attorney. Insured Individual means any paut, present or future owner, partner, shareholder, employee, Independent Contractor, or Of Counsel attorney (including part-time. seasonal, leased or temporary omp|oyeuo), intern or volunteer of an Insured Entity while acting oo|a|y within his or her capacity and scope of duties on behalf of the Insured Entity, Named Insured, Predecessor Firm or Non-Profit Entity. Insurer means the entity issuing this Policy as designated on the Policy Declarations. Loam means Defense Expenses and the amount the Insured is legally obligated to pay as a result of Claim including: A. Monetary judgments, awards or settlements, pre-judgment interest and post-judgment interest, back and front pay, compensatory damages; Form 9131001 02/17 Page of15 N �.r� ��^ �� ������ ��A� ����������z �� ���� � ��m w��� �� ~ ~�� =_� � __�~ � ~� xaourm�ce Grmup iir o-fe s s ~oNn a N ~alib~ lity 11insulraince B. Punitive or exemplary damages or the multiple portion of any multiplied damage award if insurable under the law of the jurisdiction most favorable to the insurability of such damages where such jurisdiction has a substantial relationship to the Insured,the Insurer, or to the Claim giving rise to such damages; However, Loss does not include: 1. Any amount Which an Insured is obligated to pay as a result of a Disciplinary Proceeding; 2. Any amount which an Insured io obligated to pay aom result cfn Claim seeking relief or redress for non- monetary damagaaino|uding injunctive relief; 3. Any amount deemed uninsurable by law; or 4. Fines, penalties, sanctions, taxes orfees. K8mdim means electronic app|ivationa, aoftwanu, oohptu and programs on which Data is stored nn that itcan be collected noad, retrieved or pvooaamad by Computer. Media dnoo not mean papar, or other tangible property, money, debt, equity, instruments, accounts, bonds, bills, records, abstracts, deeds or manuscripts. Named Insured means the person or entity set forth in Item 1. of the Declarations. Non-Profit Entity means any entity described in section 501(c)3. 501(c)4. 501(c)7. 501(c)10. of the Internal Revenue Code of1086. 00amended. Non'ProfitSmrvioem means oemioo by an Insured Individual in a Non-Profit Entity as any director, of5ner, tnuotaa, nogont, guvannnr, manager or member of the Board of Managers including any equivalent executive position of any of the foregoing but solely during the time that such oemiva is with the knowledge and express consent ofan Insured Entity. Personal Injury Offense means: A. Defamation of character, libel, slander, or publication of material in violation of an individual's right of privacy; B. Wrongful entry or eviction nr other invasion of the right of privacy; or C. False arrest, wrongful detention or imprisonment, malicious prosecution, malicious use or abuse of process. Policy Period means the period of time from the inception date shown in Item 2. of the Dao|anohono to the earlier of the expiration date shown in Item 2. of the Declarations or the effective date of termination of this Policy. Potential Claim means any Wrongful J\ct, facts or other circumstances which may subsequently give rise to o Claim. Predecessor Finn means any law firm or legal entity that, prior to the Inception Date shown in Item 2. of the Dao|anoUonn: A. Is dissolved or inactive and is no longer rendering Pnufmaoionm| Services; and B. Some or all of such finn'o phncipa|o, ownes, offinem, or partners have joined the Named Insured and more than fifty percent (50%) of such finn'u assets have been assigned or transferred to the Named Insured. Privacy Breach means: A. The Insured Entity's failure hu protect aConfidential Record including aCybmr Attack onthe |nsunad'a Entity's System or the actions of Rogue Employee which directly results in the unauthorized disclosure of one or more Confidential Records; B. The theft or negligent |ooa of hardware, Media, System Output, Data or other documents owned or controlled by, or on behalf of, an Insured Entity on which Confidential Records are stored or recorded; C. The |naured'e negligent failure to disclose an event referenced in A. or B. above in violation of any Breach Notice Law; or Form 9131001 02/17 Page 5of15 / ` N � � �� �� ���� ���� ������r���x �� ���� � ��» x��� �� � ���r��_ � ~�� � ~� Insurance Group' , , Professional Liability Insurance D. The |nmured'o negligent violation of any applicable fodono|, utyUa, foreign or local privacy legislation or regulation in connection with any Claim. Professional Services means: A. Services aun |awyer, mediator, adbbrator, notary public, administrator, conoenxanr, rooeiver, executor, guavdian, trustoe, or in any similar fiduciary oapaoity, but only if the aemioau rendered are those ordinarily performed bynlawyer; B. Services as law clerk, pana|agu|. legal secretary orother legal support staff; C. Services (including Ut|o opinions or title certifications) performed for others for afee no o title insurance agent. title abstractor, title searcher, escrow agent, or closing agent; D. Services oua speaker, author of legal treatises orlobbyist; E. Activities as a member of formal auoreditaUon, athica, peer review. licensing boavd, standards neviavv, bar association or similar professional board or committee; and Pro-bono services in any of the above capacities which are customarily performed for others with the knowledge and consent of the Named Insured. Professional Services does not mean A. Services provided as a public official or an employee or representative of governmental body, subdivision or agency unless such status is due only tothe legal oen/i000 rendered under contract. B. Services rendered as a notary in which an Insured provides notarization without the signor being present; C. Services rendered in relation to or as the pnomnter, ae||or or solicitor of aecuriUoo, real estate or other investments; or D. Any activity in the |naured's capacity as a Certified Public Accountant, Insurance Broker orAgent or Real Estate Broker orAgent. Publishing Offense means: A. Ona|, whtten, or electronic publication of material that slanders or |ibo|n a person or entity or disparages a pomon'o or entity's gnodn, pvuduote, or services, provided that the C|minn in made by person or entity that claims to have been slandered or |ibe|ed, or vvhoao goodo, pruductu, or oemivao have allegedly been disparaged. B. One|, wrdhan, or electronic publication of material that appropriates a penoon'o |ikeneou, unreasonably p|a000 a person in false |ight, or gives unreasonable publicity to a pomon'u private life. Related Claims means all Claims based upon, arising from or in any way related to the oumo facte, circumstunoao, ohuadonu, transactions or events or the ooma oehao of fauto, uiroumstanuoo, situations, transactions orevents. Related Wrongful Acts means Wrongful Acts which are logically or uouanUy connected by reason of any common fact, circumstance, situation, transaction, casualty, event or decision. Rogue Employee means a permanent employee of an Insured Entity who has gained unauthorized acu000 or has exceeded authorized access to a System or Confidential Records owned or controlled by the an Insured Entity or on entity that is authorized by on Insured to ho|d, process or store Confidential Records for the exclusive benefit ofthe Insured Entity. Security Breach means: A. The failure or violation of the security of the Insured Entity's System including the impairment or denial of access tothe Insured Entity's System, a Cyber Attack or unauthorized acts or omissions by Rogue Employee which damages or harms the Insured Entity's System or the System of third party with whom the Insured Entity provides services for afee; Form 9131001 02/17 Page 0of15 [lip, ,,,,,„awy � Ir Advantage Insurance Group- �^ Professional IL i Ike it H t y Insuiraince rN,., /r Y�r.rw�w-lill�enl keeeef.�'l/2'l.�.eUl/,�,...�J,�!�r¢,(�,/�„r�rul�/�lr1LuPJ/frG/�.h..Y//IL,.I/V JI✓f /r,K<,.� / re.Ji.u✓/lJlr✓rilr✓1//,,,L//,.,,�'�rAr�11,1/, dtuTY,!�t'C": ...:.��1AlJ�l�,7G�1�/,�',lritf7�7 �',�lISI71PX�rL��...1Jld✓r�G/...,IG'fu%�°lfl' B. The theft or loss of hardware or Media controlled by, or on behalf of, an Insured Entity on which Data is stored; or C. The failure to disclose an event in A. or B. above which violates any Breach Notice Law. Subpoena means a subpoena received by an Insured for documents or testimony arising out of the Insured's rendering of Professional Services provided that: A. The subpoena arises out of a lawsuit to which an Insured is not a party; and B. The Insured has not been engaged to provide advice or testimony in connection with the lawsuit or has provided such advice or testimony in the past. Subpoena Response Expenses means attorney legal fees and costs incurred by an attorney retained by the Insurer in response to a Subpoena. Such payments are included in the Limit of Liability and are subject to the Deductible.Any notice given to the Insurer of such Supoena will be deemed notification of a Potential Claim. System means a Computer, Media and all input, output, processing storage and communication devices controlled, supervised or accessed by the operation systems that are proprietary to, or licensed to, the owner of the Computer. System Output means a tangible substance on which one or more Confidential Records are printed from a System. Wrongful Act means any actual or alleged negligent act, error, omission, misstatement, misleading statement, breach of duty, Publishing Offense or Personal Injury Offense committed or attempted, or allegedly committed or attempted, or a Privacy Breach or Security Breach allowed, by an Insured in the rendering of, or failure to render Professional Services or Non-Profit Services. All Related Wrongful Acts shall be considered a single Wrongful Act and all Related Wrongful Acts will be deemed to have occurred at the time the first of such Related Wrongful Acts occurred whether prior to or during the Policy Period. ir�nu�in�r�wrmmurvn�r�rrrm�rmdr+.��.d�awmrrazs:�r�euruww�rarwrr�a�ru;rut�rruu�,+surrarsr v«rnrrr�mr�u�nrrxvsrt,�retma.wrr+:rrrwr�„urur��✓e�smaawan�.vzuaarr+r+,ivrrrrcra,.,,r -. .ma„. re no,�r�;gar.�rvrrhnarrrrrrr�ar+rrri�irmru�Amavuirnnixnnnnrewu,�rr�immarnirv�evurmr�wvw .r�.rww r�w�r�r,� wiwiv�r�v��ruv�wrrs�r��WW��wwivwwmr IV. EXCLUSIONS This insurance does not apply to Loss for any Claim: A. Prior Notice Based upon, arising out of or in any way related to any Claim, Wrongful Act, investigation, proceeding, act, event, transaction, decision, fact, circumstance or situation which has been the subject of any notice given to any other Insurer, under any similar policy of which this Policy is a direct or indirect renewal or replacement. B. Retroactive Date Based upon, arising out of or in any way related to any act which occurred or litigation, administrative or arbitration proceeding, written demand pending against, or any order, decree or judgment entered prior to the Retroactive Date set forth in Item 4. of the Declarations. C. Conduct, Based upon, arising out of or in any way related to: 1. Any deliberate dishonest or fraudulent act or omission or willful violation of any statute or regulation by an Insured; or 2. An Insured gaining any profit, remuneration or advantage to which such Insured was not legally entitled including but not limited to conversion, commingling, defalcation, misappropriation or other intentional misuse or illegal use of funds, money or property; ,. ,.,, rr�.. r-.r r...rN,. -..;-r „r, ,,. „rr...;,ii rr,r rr�.. r.w ..r r., .r/....r r irr rr r. rr r<,..r»r r r r rf././. r. ,rrr r .:r r r /.- rrrr r. r �... ,.. r. r. ! r. . ,. n.1/ r .r 11ll,°. r/c.N,�r/!/// ///1.d��rrin/.,r.,re�r„r,,,r„,...,,.,�. (r1�✓,1,(iG,v'.,P�`lar!/{!1/U//%///OuU�ii9r/���!GaJG/����r/�!/1,��.,:/i „a/,,��. ,,,,,,✓, ,.N�,,.-/,,,tea ,r. ✓ rf.,�,.,�, .Jrrdl�✓'��„�,,,r:�,,,.�RUIN�:,�Crl✓./ l!//l„/,,. Form 913 1001 02/17 Page 7 of 15 "' n over Lawyers Advantage Insurance Graaaafs' Professional IL iii iH iii, � n u it in c r , „ ,,,r , ✓ rx, ,r,rr ,.r r r ..r, rinr.rya,m/ ,r ,r //I„ ,/, X' i �� !�R����r��������.'!! V'U7rXV7dP�lrt1�1!n� �G((6�!rJllrultlrGYlG;'�1,..9��✓l'l%aN%'�X�.�/r%.rG�I,X„u,//,l�l,J,a� llullf�rZ�'r/d✓J,7��/lirlllU,C!�✓e -2sra�ar� ,lxol//r,,.>,o�rvr.�J.r✓�rl�V!/.1/0%�ly,Jr,,Rr1!(!/,✓GI,..dLJa11/d�.r�(d7�V�llf,dillrlVTar�YJ!/211Y.77�laidfAt�nl�iVY�'itlrull�gfilerr'�61�/u'd�i!J�61lu9va.. �I"�dl.�!V''('VT'T�r However this Exclusion shall not apply to Defense Expenses unless and until a final or non-appealable judgment or adjudication in any underlying proceeding or action establishes an Insured committed such an act or omission, violation of statute or regulation or gained such profit, remuneration or advantage to which the Insured was not legally entitled. No conduct pertaining to any Insured Individual shall be imputed to any other Insured Individual for the purpose of determining the applicability of this Exclusion. D. ERISA For any actual or alleged violation of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, including amendments relating to the Consolidated Omnibus Budget Reconciliation Act of 1985 and the Health Insurance Portability and Accountability Act of 1996, all as amended, and any similar federal, state, local or common law or statutory law anywhere in the world, and any rules and regulations promulgated thereunder. E. ,Insured vs. Insured Brought by or on behalf of any Insured unless such Claim arises from the Insured's rendering of Professional Services. F. M enefii iaryOrm-DistrribUtee of Trust or Estate Based upon, arising out of or in any way related to a Claim made against an Insured as a beneficiary or distributee of any trust or estate. G. Contract Based upon, arising out of or in any way related to liability assumed through, or on account of, any oral or written contract or agreement to which an Insured is a party, however this Exclusion shall not apply to liability that would have attached in the absence of such contract or agreement. H. Bodily Injury,or Properly D r ITaq For the physical injury to or destruction of any tangible property, including loss of use of that property and loss of use of property that is not physically damaged; or for bodily injury, mental anguish (except mental anguish and emotional distress arising from Personal Injury Offense), humiliation, emotional distress, disability, sickness, disease, death, assault or battery sustained by any individual; however this Exclusion shall not apply to any Claim directly arising out of Professional Services performed as a guardian, conservator or committee of any person or property. I. Title Insurance Based upon, arising out of or in any way related to: 1. Any defects in title of which the Insured had knowledge at the date of issuance of such title insurance but failed to disclose to the title insurance company; 2. Any breach of underwriting authority in the Insured's capacity as a Title Insurance Agent. J. I n1pi merit Practices Based upon, arising out of or in any way related to any: 1. Employment-related Wrongful Act; 2. Discrimination against or sexual harassment of any third party; 3. Federal, state, local or foreign wage and hour laws, including, without limitation, the Fair Labor Standards Act. K. Outside Entities Based upon, arising out of or in any way related to any entity which is not an Insured Entity and: / /l ./ ri./ ..% I / ... .. 17lr. ,.a `'yt,1171111�Jl�[iV1PPIJ�IrrdNVIkG�1X0iGn"4�7��(,1J /71�I1✓L,TrGll/J/.Ii/111,11.lyillJ�JYrlalfflllNlL,J//l)J.ul. Form 913 1001 02/17 Page 8 of 15 nm N �� � ����������� ������'���n �� Advantage �� � m��� �`�".=���= � �� insurance Growp iir o-f e s s ~oNn aN N ~a 11b~I ~t y NNn IS Li ir a in c e 1. Is a publicly traded company in which an Insured holds an interest of more than five percent(5%); 2. Is a privately owned entity in which an Insured holds an interest of fifteen percent (15%) as a partner, mombar, principal or stockholder orcreditor; 3. Employs anInsured Individual; 4. |u directly nr indirectly operated, controlled or managed by an Insured. L. Public Official Based upun, arising out of or in any way related to any |neured'm capacity as a public officia|, or employee of government body, subdivision or agency, provided that this Exclusion will not apply ho Professional Services rendered for such government body, subdivision or agency. M. Based upun, arising out of or in any way n*|ohad to any Insured |ndividua|'a capacity as a director or officer of any entity other than the Named |nounmd, provided however this Exclusion shall not apply to the Insured Individual's capacity as a director or officer of a Non-Profit Entity. N. For aWrongful Act ofany person or entity with whom the Insured shares o common office space at the |nsured`s premises and who is not an Insured under this Policy; or Brought against and Insured if such Claim arises solely out ufa Wrongful Act of any other person or lawyer who is not an Insured including but not limited to claims based upon theories of partnership by entoppe|, apparent partneruhip, apparent aganoy, ostensible agency, vicarious liability or any similar theory. O. False Pretenses Based upon, arising out of or in any way related to the transfer, payment or delivery of funds, money or property caused or induced by biok, artifioe, or the fraudulent misrepresentation of a material font (including but not limited to onoia| enginoaring, pretaxting, phiahing, spear phiohinQ or any other confidence trick). V. SPOUSES. DOMESTIC PARTNERS, ESTATES AND LEGAL REPRESENTATIVES Coverage shall extend to: A. A|awfu| spouse or domestic pnrtner, as defined under any applicable federal, state or local law, of an Insured Individual solely by reason of such pemon'o status as spouse or domestic partner or such pomon'o ownership interest in property which the claimant seeks as recovery from an Insured Individual; B. The estate, heirs, legal representatives or assigns of an Insured Individual if such Insured Individual is deceased, legally incompetent, insolvent orbankrupt. Coverage shall not apply to Loom for C|oinne for any actual or alleged oot, annr, omiaoion, miostatemard, misleading otatomont, neglect or breach of duty by an Insured |ndividua|'e opouoe, domestic partner, heir. eobuh». legal representative or assigns. vL INNOCENT INSUREDS If coverage under this Policy would be excluded, suspended or lost because any Insured concealed a Claim from the Insurer coverage shall apply to any other Insured who did not participate in, acquiesce in or fail to promptly notify the Insurer of such oonoeo|mont, provided that the Insured complied with all other terms, conditions and Form 0131001 02/17 Page Qof15 ' Advantage � �� '— U �� ��� ������ ���� ����������m �� ���W ���nn��� �� � °=�� =��^���� � �� /mmaxaoce Group", , Professional 11 Uallb~ N^ ty III iins u iraince provisions of this Policy. The Insurer has the right to recover against any Insured nuopnnaib|o for diohoneat, chmina|, malicious or fraudulent acto, annro, omiooiona, dioohminaUon, concealment orany other illegal aot, whether or not intentional, for Loss paid pursuant to this section. 81L DEFENSE AND SETTLEMENT OFCLAIMS A. The Insurer shall have the exclusive right and duty to defend any Claim covered by this Policy even if any allegation of such C|oinn is ground\eoo, false or fraudulent. Howavar, if an Insured in entitled under applicable law to oo|aot defense uounoa|, then such defense counsel oheU comply with the Insurer's customary nobao and litigation guidelines regarding bi||ing, ebyffing and reporting. The Insurer has no duty to defend any Claim or pay Defense Expenses for Claims to which this insurance does not apply. B. The right and duty to defend o Claim covered under this Policy shall cease when the applicable Aggregate Limit of Liability for such Insuring Agreement in Item 3. of the Policy Declarations has been exhausted by the payment ofLoss and the applicable premium ohn|| be deemed fully earned. C. The |neunmde shall provide all information in connection with any Claim and cooperate with the Insurer in the invaotigaUon, defense and settlement ofany Claim. O. No Insured shall settle any c|aim, admit any |iabi|ity, waive any rights or, except at the |neurad`e own coot, voluntarily make any payment, assume any obligation, or incur any expense related to o Claim without the Insurer's prior written consent. E. The Insurer may make any investigation it deems necessary and settle any Claim subject to the Nornmd |naunad'awrittan consent to settle which shall not be unreasonably withheld. If any Insured refuses to consent to the settlement of any Claim which the Insurer recommends and which is acceptable to the c|aimant, subject tnthe applicable Limit ofLiability or Deductible, the Insurer's liability for all Lmma from such C|minn shall not exceed: 1. The amount the Insurer would have contributed to the settlement including Defense Expenses incurred up to the date of such refusal; and 2. Eighty percent(8096) of such Lmeo in oxoeoo of the amount for which the Claim would have been settled. F. The Insurer shall not seek repayment from an Insured Individual of any Defense Expenses paid by the Insurer that are deemed uninsured pursuant to Exclusion C. Conduct, un}uon the applicable determination standard set forth in such Exclusion has been met. G. If the Insurer is prevented by law or otherwise unable to defend or investigate n Wrongful Act that occurred outside the United States, the Insured under our supervision may arrange for the invenUgaUon, appointment of counsel and defense of such Claim. Subject to the applicable Limit of Liability and Deductible, the Insurer will reimburse the Insured for any reasonable and necessary Defense Expenses for such Claim. VUi LIMIT OF LIABILITY Regardless of the number of Insureds, Claims, or claimants the Insurer's liability under this Policy is limited as follows: A. The applicable Limit of Liability for each Claim shown in Item 3.A.1. of the Declarations is the Insurer's maximum liability for all Loss arising from a single Claim or Related Claims. The applicable Maximum Aggregate Limit of Liability shown in the Declarations is the Insurer's maximum liability for all Loss arising from all Claims orRelated C|eirnm during the Policy Period. Form 913 1001 02/17 Pogo 10cf15 | N Advantage � �~� �� ���� ���� ����������m �� ���� ���n ���& �� � insura�e��rou�~ � �� iir o-fe s s ~o0n a N ~allb~ N ^ty Nnsuiraince B. The applicable Limit of Liability for each Subpoena in |ham 3.A.2. of the Declarations is the Insurer's maximum liability for all Subpoena Response Expenses arising from a single Subpoena. The applicable Maximum Aggregate Limit of Liability shown in the Declarations is the Insurer's maximum liability for all Subpoena Response Expenses arising from all Subpoena's during the Policy Period. Subpoena Response Expenses are part of and not in addition to the Professional Services Limits of Liability. C. The applicable Limit of Liability for each Disciplinary Proceeding shown in Item 3.13. of the Declarations is the Insurer's maximum liability for all Disciplinary Proceedings Expenses arising from a single Disciplinary Proceeding. The applicable Maximum Aggregate Limit of Liability shown in the Declarations is the Insurer's maximum liability for all Disciplinary Proceeding Expenses arising from all Disciplinary Proceedings during the Policy Period. ' D. The applicable Limit of Liability for loss of earnings for each day shown in Item 3.C. of the Declarations is the Insurer's maximum liability for all loss of earnings each day arising from a single appearance. The applicable each Insured Limit of Liability for|uao of earnings for each Insured shown in the Don|anyUona is the Insurer's maximum liability for all |000 of earnings for each Insured arising from a single appearance. The applicable Maximum aggregate Limit of Liability ohnvvn in the Declarations is the Insurer's maximum liability for all |oae of earnings arising from all appearances during the Policy Period. E. The applicable Limit of Liability for each Crisis Event shown in Item 3.D. of the Declarations is the Insurer's maximum liability all Crisis Event Expenses arising from a single Crisis Event. The applicable Maximum Aggregate Limit of Liability shown in the Declarations is the Insurer's maximum liability for all Crisis Event Expenses arising from all Crisis Events during the Policy Period. F. Disciplinary Proceeding Expmnmmm, Crisis Event Expenses and |uno of earnings are in addition to, and not part of, the Professional Services Limits of Liability. QL DEDUCTIBLE A. The Insurer's liability under this Policy applies only tothat part of covered Loss, Subpoena Rma9mnae Expenaea, Disciplinary Proceedings Expenses or Crisis Event Expenses which is in excess of the applicable Deductible for each C|airn, Disciplinary ProoeedinQ, appearance or Crisis Event stated in Item 3. of the Declarations. Such Deductible shall be borne by the Insureds uninsured and at their own dsk. B. The most an Insured will pay for covered Loma for all Claims made during the Policy Period will not exceed the applicable Deductible amount for all Claims stated in |bam 3. of the Declarations. If the Insurer is required or elects to pay the applicable Deductible on behalf ofthe |naunad. the Insured will pay such Deductible immediately when invoiced. C. If different parts of a Claim are subject to different Deductibles in different Insuring Agreements the applicable Deductibles will be applied separately to each part of such Claim but the sum of such Deductibles shall not exceed the largest applicable Deductible. X. REPORTING A. An Insured shall provide the Insurer with written notice of Claim, Subpoeno, Disciplinary Proceeding or Crisis Event as noon an practicable after the Insured becomes aware of Claim, Subpomna, Disciplinary Proceeding or Crisis Event during the Policy Period but in no event later than: 1 Sixty(0O) days after the effective date of expiration or termination; or 2. The expiration date nf the Extended Reporting Period, ifapplicable, WON Form 0131001 02/17 Page 11of15 „” Advaintage Ilnsua'm7.¢:e Graxufs" III° r o,f iii o In aIII III,,,,,,,iii III iii IIIy III Ilan s u iir a iin n r r 7 r. r ,..i r ..rrr rr rc, rrr,rr .r 11 r,'<,,.0 L,,,.G/J/.✓,Il / I ; ,y,. 1. iYl/I, Y/L ,M,Jld ll �1 , ! i/,, /r d.�,��,..JrrG.,,,A„✓d,rl�,llllJlJ!r,.,lrYlli',.�1 rara„lwGe(,kr�(./�l�iU,rl��J�.,.r",./„l11,�,2Ynl��rrEIAG/✓l6%1khr,lG/6�1//r„wrr,a/�.,,*✓i,., a✓/,Jur�:.,,rm�r/rirrrrnr rrrttlu,,r.'/,/lnl��,�r�r,9!�xt�d.Y�lOdr:,.��,77lJll,l/��.....GI'Ylrl�J�,r✓i�1'/�71�C/P�4�7/Jlfl�dr7Jsrr'�' '' However if the Insurer sends written notice to the Named Insured stating that this Policy is being terminated for nonpayment of premium, an Insured shall give the Insurer written notice of such Claim, Subpoena, Disciplinary Proceeding or Crisis Event prior to the effective date of such termination. B. If during the Policy Period, or an applicable Extended Reporting Period, an Insured becomes aware of a Potential Claim and gives the Insurer notice of such Potential Claim, then any Claim subsequently arising from such Potential Claim shall be deemed made against the Insured during the Policy Period in which the Potential Claim was first reported to, and accepted by, the Insurer provided that any such subsequent Claim is reported to the Insurer in accordance with paragraph A. above. C. An Insured must give the Insurer the assistance, information and cooperation as the Insurer may require and shall include in any notice of a Claim, or circumstances of a Potential Claim, a description of the Claim or circumstances, the nature of the alleged Wrongful Act, the nature and amount of alleged or potential damage, the names of actual or potential claimants, and the manner in which the Insured first became aware of the Claim, circumstances or alleged Wrongful Act. Notice of a Claim or a Potential Claim, must be provided in writing to the addresses stated in Item 8. of the Policy Declarations. WY/////JJILGpIYaUI#l,MGAIWIGX.UdWiu°d/u%1XGY�NINA.til n,!ran'Aa..GtiFNfllu; 'klk!PYlPf21iLIYdl4"1il8JPo133N//od9E1WCIGUJ1NJtlI11WlGGG#U,JXAM2tNdiMP!Gllplta'.I NW:O W+IYWitrsi rrm+idallwr�tG.uw'Bf.GY'rllkrt<➢llilrltGUffdl'✓rltfEUlGJ,t6JJr✓U'/a2ft9YIpINU1t.JrldlplltWNdWMPGd A8!C"ilp}W6WIWiNId9Uf'�dl'rr:6fYAflrb'f@w;q'Iflul IYINYIYMMdYdYdYdWYN!'JY'dXVY49%UYJi! XI. ALLOCATION If an Insured incurs Loss covered by this Policy and loss not covered by this Policy on account of any Claim because such Claim includes both covered and non-covered matters, coverage with respect to such Claim shall apply as follows: A. 100 percent (100%) of Defense Expenses on account of the Claim will be considered covered Loss provided that this shall not apply to any Insured for whom coverage is excluded pursuant to Section XXIV. Representations and Severability; and B. The Insurer shall fairly allocate all remaining loss that an Insured incurred on account of such Claim between covered Loss and uncovered loss based upon the relative legal exposure of the parties to such matters. wsaaiu;uieiavummu�e:m>iwas R113 irp/p�/�/�41✓.IryT�Y�I1RRIWf✓Yfull'iiyY(dll(b"lMttttWWNdq�Gr�L.d\Y+.�UY"nut911YlIld! �IYII IYT,.nlryif O1 NAHr/N,�JFl,pi1(/II R�II!(!h1(MI.dM:YI.+IF✓Y"#IJ,VYtuYrlkPY„5141Ni1,vFY l�I3I[Ar ).dl.� �,�7d Yr�(pVY(i�IXYPt!S�d fl� ��� ,�, ��I�Wb�ilPilMibq/,k✓tagl%(II Imo timY l/d XII. OTHER INSURANCE AND INDEMNITY If other valid and collectible insurance (other than a policy that is issued specifically as excess of this Policy) is available to the Insured for Loss covered under this Policy or if indemnification from a Non-Profit Entity is entitled to an Insured Individual, the insurance provided by this Policy shall be excess of such other insurance or indemnification regardless of whether or not such insurance is primary, contributory, excess contingent or whether such indemnification is actually made. XIII. RELATED CLAIMS All Related Claims will be considered as a single Claim made in the Policy Period or Extended Reporting Period in which the earliest of such Related Claims was first made or first deemed to have been made pursuant to this Policy. All Related Claims are subject to the Limits of Liability, Deductible and other terms and conditions applicable to the earliest Related Claim. "G:i ,uui'r"lA /0 V,/IF.F"0./fi Jr,/IIeG U'✓1r2, 4 e.„, . ".,,,roon: .i F1'�YlFil P,uff,'1JI,IGG„ ",..,.,,,. . wee ,✓r Na „r,u'i'!GLMI/f/G,ll.,fi f,,. /,fl./,/Ot.,..✓tl/,M.I,J..' A XIV. LEGAL PROCEEDINGS A. No individual or entity has a right under this Policy to join the Insurer as a party or otherwise bring Insurer into a suit asking for damages from an Insured or to sue the Insurer on this Policy unless all of its terms have been fully complied with. Form 913 1001 02/17 Page 12 of 15 nw U �.�� �~� �� �� ������ ���� ����������x �� ���� � ��n v��� �� � ~������ � ~�~~ � *� ��mue���u� Professional Liability Insurance B. An individual or entity may sue the Insurer to recover an agreed settlement or on a final judgmentagainst an Insured but the Insurer will not be liable for damages that are not payable under the terms of this Policy or that are in excess of the applicable Limit ofLiability. An agreed settlement means a settlement and release of liability signed by Insurer, the Insured and the claimant or the claimant's legal representative. XV. MATERIAL CHANGE A. Merger or ACgUisition of Named Insured If during the Policy Period: 1. The Named Insured merges with or is acquired by another individua|, entity or group of individuals or entities where the Named Insured ia not the surviving entity; or 2. The Named Insured becomes Financially Impaired; this Policy shall continue until the termination or expiration of this Policy Period but only for Claims for a Wrongful Act which occurs prior to such event. The Named Insured shall notify Insurer of such transaction as soon as practicable but no later than sixty (SO) days after the affective date of the transaction or impainnent, and provide such additional information as the Insurer requires. ' B. Cessation of Insured Entities If before or during the Policy Period an Insured Entity oeaoau to be an Insured Entity then coverage for such Insured Entity and its Insured Individuals shall continue until termination or expiration of this Policy Period but only for Claims for a Wrongful Acts prior to the date such entity ceased to be an Insured Entity. C. Additional Entities or Insured Individuals If during the Policy Period: 1. The number of Insured Individuals increases more than fifteen percent (1596) from the number of Insured Individuals at the inception ofthe Policy Period; 2. The Named Insured forms another entity, acquires o group of individuals, or merges with another entity where the Named Insured iu the surviving entity� then coverage for such entity and its Insured Individuals shall be provided but only for Claims for Wrongful Acts onor after the date such entity was formed oracquired. If, as a result of such formation or acquisition the total revenues of the new entity or acquisition exceeds twenty five percent (2596) of the revenues of the Named Insured as of the beginning of the Policy Period then coverage for such entity and Insured Individuals will end 90 days after the formation of such entity and acquisition of such individua|a, or the and of the Policy Period, whichever is ear|ier, un|000 the Named Insured reports such acquisition to the Insurer and agrees to any amendments to the terms of this Policy, including but not limited to an additional premium, the Insurer may require. D. If during the Policy Period an Insured |ndividum|, as a result of loss, ouupension, revocation or surrender of the Insured |ndividua|'m license to practice law, leaves the practice of law; than coverage for such Insured Individual shall be provided under this Policy for Claims reported during the Policy Period which arise from Wrongful Acts that occur prior to the date of the |oso, ouuponoion, revocation or surrender of such Insured |ndividuo|'m license. Hanover Insurance Advantage I III°°I it o f iii l lii iii @ iii,t 11insuraince , ,r ,., r�rm eiir/rrr irfnrrnrr. rri ;wr r. ,.,r r�r, rrrrrr.lrlrl r .. Jf J Yrnr��'rJl�'Y�Mr�B��J�d2�J� f„✓e<r�,../ r, ��,,,r„� �lz„J/,,,,.len!l�i A,rn.n.a r...� AJ,rr�r�r�o..�7i.Jl...rye,�ralr��!l�'7�JAl��ra ranMr.'/niv rl',.�r�/.r✓Rulr,�r%7G'�rwr,l.,...,Ih/1Ar�i.�r��./r�!Glr�r�V�dJ✓✓llu!Jl1sd�J17I�ll�!Cl/2r11�'f�rtl��d;',�✓/✓IlGlduyour!,;✓u,.,�fv!�G�l�,/�Cdu�'r✓iaGG�f�Cv}�U��ur�,�r�nYY ^�T XVI. SUBROGATION In the event of any payment under this Policy the Insurer shall be subrogated to the extent of such payment to all of the Insured's rights of recovery. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights, including the execution of such documents necessary to enable the Insurer to effectively bring suit or otherwise pursue subrogation rights in the name of the Insureds, and shall do nothing to prejudice or compromise such rights without the Insurer's express written consent. lui.lrf'tl/I YUvrPttrGJ�OJ+PP/6'9CP/f,o✓IIIYn7kr[tdYW3troii�fdrA YW✓GN//tYIT/9AA^lAld,'J21J+dt�'tMd tt"l!r'Y��1.�C,Ur1.d�AN(GuS1JUFI1WIhiINIMfIXYIX�IVL+8fi1VfYbN11a1MYiiIXI1YttNYXi�IXY�i�YGT�/�rrd���NNII@Jf+f�f�,'J�/FwlLl.,.d2RlRl,x/pl.!I/r tAYv+uJ��Y�1 /l,�A+�IAi%�kJduCidid"�MAIMhivY9W�GY/AYbMf�tXIYSWIYJ�Iilrtlf:Fi�N�YdflNkdYWdif�YMdYIYi�YlYidfll�Y�I Y�WNrtNm1YA'"I�I��MYIAYi1k�tlN11 ➢W XVII. TERRITORY This Policy applies anywhere in the world provided that the a Claim, Subpoena or Disciplinary Proceeding is made and brought against the Insured within the United States, its territories or possessions or Canada. "aaYwY�1R,gW?MIXl,+A1',R(��q,;NIwINGN1dIWdnXIYXA1iNttIINNH4Y,ttII�R�nYAIYId'i�fl111RIY1YdYFdMnYWXYdXAXYX YY�YAiflr,V/MtAfAiiI fP119YPW.d4CGMIGA1 MtlooN4KKNW'hNu'J�4PUGUkIMl.lW11��' 3'.u'rnpd EW&®n1YY�'Y lrtwP,eitl✓liitlY°nG`FttIrY,. nlNdr+RYXn4tZh?l�#Pitlm,r"!N('✓IC➢�I�4dF�FM1M18i6WYCi'bX�YYWWUJtltAtlIPI±��Jfr'XnIN!g NG'BrBN'2YdIW gwWWI'AVW4DywwRUtlltll4'W��WY4dW4V�lYw fNiriPdP '.i =� IIPYNNWO XVIII. TERMINATION OF POLICY This policy will terminate upon: A. Twenty (20) days after written notice of termination is mailed by the Insurer based upon nonpayment of premium, unless such premium is paid within such twenty(20) day period; B. Receipt by the Insurer of written notice of termination from the Named Insured; C. Expiration of the Policy Period; or D. A date agreed upon by the Insurer and the Named Insured. VmonFMm IIDn FM/nNdX`i1RNdlYflpl MtllYIMdNIMdMMNfIMdrl MluilrArA!MI(Irllith4i'.Ptlirf'MPlwr?�FIWW,muB�WrceN'Y�Pr1PIWIrdW'JultovaG,v;JW�reivdm+ inTUY+a,"M4W'�4`uuuauvM�APHwr,Rn.Mb.IPrNra�ikilA�FMYUYnYlmMtdi'lwNrffk'deraYkaPo,AOdHiwnRmJ�ir�urmr�lUV NIM"rriC'.'M-W'/ rnuTidfl�b'W u�r�rw'Muu m�nnl9mtrmukk�iAra'p iFXApn"dmiM'MIkN�867d1�'dnl�tild u�E'fY ,tiiwY g4"d m!Y�Pvw�i HMO XIX. BANKRUPTCY Bankruptcy of an Insured shall not relieve the Insurer of its obligations under this Policy. �.. „ , �. , ... ,,.:.„�, .,,�:;�nr ..rrrrrrrr�n�rau�rrr ivaiXuyrrurrriaaruuarisainra�r�mr�romirrr+a+rare+nrwi,Axureriu�inirvwaxailv�muXu+ror�ri�rarvmu7vwarr IMMONNOW nrIMAY//Idr110lrTrlrtlfilYl�lRil(P'Rrli"I]1JAllJ�rYlr/lllrl�iY?dLMUUr1 fWNW 4pl�e9ldM„^�'tillltillhlW(;W;.U�!✓ Mll'JdICMJr;. tlti'or�rPFr+ sr irr,.ulr'fkYYlYIYIA(�NAJ/t Jld'MllrYltff,A dYhN6YlM lrJrilr'OXry+.rr,�.�:u-/,V'fi ,! Y XX. VALUATION AND FOREIGN CURRENCY All premiums, limits, deductibles, and other amounts are expressed and payable in the currency of the United States of America. If a judgment is rendered, a settlement is denominated or another element of loss this Policy is stated in a currency other than the United States of America dollars, payment under this Policy shall be made in United States of America dollar equivalent determined by the rate of exchange published in the Wall Street Journal on the date the judgment becomes final, the amount of the settlement is agreed upon or any element of loss is due, respectively. ... r,+�,..r�. -rrrrmc rc�rrr:rr rr:.ira�.crrsry r u ru rr+rrra�rrnrr.rsru,urvwru�rra.eaur+as,+nurr+.. ,.....m .m,a,,.. �ma rnnrraManrnnmf,i,✓,marr�rurrnvmeM mmr,an.,rn, v . r.a+.a r iaa✓✓ii ii�ii�;:rr„err ,✓,,..eav a, XXI. ROLE OF NAMED INSURED By accepting this Policy the Named Insured agrees that it is authorized to, and will, act on behalf of all Insureds with respect to any rights provided under this Policy and each Insured agrees that the Named Insured shall act on its behalf with respect to all such matters. r r ry r i r i r, r i r r o/ i i t ✓ lI(� cr Jlr�7�rNRG�/ r 1 I. . /,/.,r /..r / I! ,,.�,..�,,,r,.....,(Gllr'�,/�r.rr/nr///llf'',�!!(!/iG�IJIrY�!!l.11i7r0�11�IJ1rJliLlGGltlll�r�P1Y17X1+l�rllI<!dJ%✓�r/'1r7i. Ir�ri�ll/�//1,1�1��/✓r�/JJrG%l/l��ldau.,GlU ll//r✓//G/////✓F1�91D1,r(1,�wrG,ULIl/Gr�lrll/�(,uilll(l�r/J✓rA��l/.�r111f✓�drd��ll�rllll/r9lJkr<JlrGrtVrlUG1///Sri„�?llr�.,,Ir.�L�/l/ir�l�L/,�.,r,d/,///„I,rr/r.i� / Form 913 1001 02/17 Page 14 of 15 nm � � �� I ��� ������ ���� ������"���m �� ���� � ��m m��� �� � �`�= ��� ���~~ � �� xx�mmrmmce Grmmp 111::::'rofessional N ~allb- N ~ty NNnsuiraince XXU' TITLES AND HEADINGS The titles and headings in this Policy are solely for convenience and fnnn no part of the terms and conditions of coverage. XX|U. CONFORMANCE TO LAW AND TRADE SANCTIONS Coverage under this Policy does not apply to the extent trade, economic uancUon, insurance or other laws or regulations prohibit the Insurer from providing insurance. The terms of this Policy which are in conflict with the statutes of the state in which this Policy is issued are amended to conform to those statutes. XX|V. REPRESENTATIONS AND SEl/ERAB|L|TY A. The declarations and statements in the Application forthiu Policy are representations and the Insurer has na|iad on owch representations when issuing this Policy. Such representations are incorporated into and constitute part of this Policy. 1. The Application shall be construed ooa separate application by each Insured. 2. No statement in the Application, fact pertaining to, or knowledge possessed by any Insured Individual shall be imputed to any other Insured Individual. B. If the Application contains any misrepresentations made with the intent to deceive or contains . misrepresentations which materially affect the acceptance of the hok or the hazard assumed by the Insurer under this Po|ioy, than no coverage shall be afforded for any C|oinn based upon arising from or in consequence of any such misrepresentation with respect to: 1. Any Insured Individual who knew of such misrepresentations (whether or not such individual knew such Application contained such misrepresentations) or any Insured Entity hothe extent it indemnifies any such Insured Individual; or 2. Any Insured Entity if any past or present President, Chief Executive OMiuer, Chief Financial Officer, Managing Partner or Chief Information Officer (or any equivalent position) of the Insured Entity knew of such misrepresentation (whether or not such individual knew such Application contained such misrepresentations). Form 9131001 02/17 Page 15of15 „: / � -/!,,, r ,,;;,, r /r%/., rr r // i",.. / ;,i /i //fir r/ rp//✓rr / "aii� �%/�//:///i0///mil;l/iii�ir r,,,;,. ✓,',,,, �”„ , /rr t'1r6�//:. / ,, ,,,,, i; o/r /i /%�:r/%/ //!/rr ///r.%%spf/1�/j/r//i/ / r i �/ //r/ ,/r r ✓,r/ a // % / ,/�i, //, i , / / rr r it �/ / ✓ /' IMPORTANT POLICYHOLDER INFORMATION RISK MANAGEMENT RESOURCES We are pleased to direct you to the following Risk Management Resources, which are available to you free of charge. As a first line of defense in helping to manage your risk exposure, we recommend that you visit the Hanover Risk Management Portal. The Portal has an excellenE compendium of materials designed to help you manage your practice, avoid risk and better understand professional liability insurance coverage. The Portal is updated regularly to ensure policyholders are receiving the most relevant articles and the appropriate tools needed to be prepared against risk in this ever-changing environment. • Go to www.HanoverProRisk.com • Register as a Hanover Policyholder for access to all materials You can also call our Risk Management Hotline: 1-866-512-9953 Press#2 for Lawyers Press#4 for Architects& Engineers Our Professional Liability Risk Management Hotline is staffed by professionals with years of experience working with Lawyers and'are familiar with the day-to-day business and risk management issues for our policyholders. For Architects and Engineers customers, our Risk Management experts can also provide you with personalized contract review services. The Hotline is a resource for discussing problems and questions that can arise about best practices and potential claims. Calls placed during business hours are returned within one business day. If you have other questions, you can also call our Director of Risk Management: Gawain Charlton-Perrin, Esq. Hanover Insurance Group Director of Risk Management Professional Liability 630-379-6068 G hgrltonPe Hanover,corn As a reminder, whenever you become aware of a claim or suit, or circumstances that may result in a claim, you should immediately give notice to Hanover via our online rej°ortrj tq, call 1-800-628-0250, or email at ProClairrr r Fimarovep°.corns. 401-1333 PHN 01/20 Page 1 of 1 Insurance Group"' POLICYHOLDER NOTICE ..,,,,../ J/// . r. a) r llll!(Ni/�..'L„n..,r.,rll/J/t(err%�ra�.,,,JillJJll�/r/ll/,l(11.r/C//6///Lr//J/l/%.rn/1?ll/ll/rr./!/JJI.c..G„J//%/l//i,C/.,/l1�),i,/G�.o/�r,a,//(a/i „S��?A//,,.i,�l�/G7�I���J�Y1�,�(111�11/Il�1f��✓1�r,</1CJ7 �IlIlYk1"f(r%JIIJ��I�'J/11�P11(r"Ill1�.��.�'7d"�%r7J V U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Advisory Notice To Policyholders No coverage is provided by this policyholder notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this notice carefully. The Office of Foreign Assets Control ("OFAC") administers and enforces sanctions policy, based on Presidential Declarations of National Emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, terrorists organizations, and narcotic traffickers as"Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's web site: http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated United States sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC.When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. ./l/. ,r / / l / // J/i r / // i/ /r. / ,.r6„iG/. //„cr,,,/i/!i/„".U/r1L,,.%// /r,,,, h.(c / /,�,rialr,%rr,aJ'IY,N�,y✓u'i<r�a(d7"ra'�I,,,/f7/lr1r/dl/,17.J�F,9/r/,..v.11lrir%a//U2//GGUG,r/%�L,///Oar/l�,l/�////l%,r01✓ll/lr��///�/�/'.w`/G�/v1r/visa/0„0i//.l,leld�„l�i„� m,,,//. r„r, /, r, / lJ 1(//rfl�✓l'J,.11,.r,NvulJi . Form 913 1800 PHN 01/16 Page 1 of 1 'k, Insurance Group" Hanover POLICYHOLDER DER NOTICE CUSTOMER NOTICE OF PRIVACY POLICY AND PRODUCER COMPENSATION PRACTICES DISCLOSURES-PRIVACY DISCLOSURES-PRIVACY POLICY DISCLOSURE Collection of Information We collect personal information ao that wm may offer quality products and services. This information may inoludo, but is not limited to, name. address, Social Security number, and consumer reports from consumer reporting agencies in connection with your application for insurance or any renewal of insurance. For example, we may access driving records, insurance scores or health information. Our information sources will differ depending on your state and/or the product or service we are providing to you. This information may be ooUootod directly from you and/or from affiliated companioa, non- affiliated third portiea, consumer reporting agannieo, medical providers and third parties such as the Medical Information Bureau. We, and the third parties we partner with, may track some of the vvab pages you visit through cookiao, pixel tagging or other technologies. We currently do not process or comply with any web brnwmer'o "do not track" signals or similar mechanisms that request uuto take steps to disable online tracking. For additional information regarding online privacy, please see our online privacy statement, located at . Disclosure of Information We may disclose nnn'pub|iu, personal information you pruvida, as required to conduct our business and as permitted or required by law. We may share information with our insurance company affiliates or with third parties that 000int us in processing and servicing your account. We also may share your information with regulatory or law enforcement agencies, reinsurers and others, ao permitted or required bylaw. Our insurance companies may share information with their affiliates, but will not share information with non-affiliated third parties who would use the information to market products or services toyou. Our standards for disclosure apply to all of our current and former customers. Safeguards to Protect Your Personal Inforination VVe recognize the need ho prevent unauthorized access tothe information we oo||aot, including information held in an electronic format on our computer systems. We maintain phyoioa|, electronic and procedural safeguards intended to protect the confidentiality and integrity of all non-pub|io, personal informadon, including but not limited to social security numbers, driver's license numbers and other personally identifiable information. Internal Access to Information Auoeno to peroona|, non-public information is limited to those people who need the information to provide our customers with products or services. These people are expected to protect this information from inappropriate access, disclosure and modification. Consunier Reports /n some cases, we may obtain a consumer report in connection with an application for insurance. Depending on the type of policy, a consumer report may include information about you or your business, such as: ° oharaoter, general mputotion, personal characteristics, mode ofliving; ° credit history, driving record (including records of any operators who will be insured under the policy); and/or , an appraisal of your dwelling or place of business that may include photos and comments on its general condition. PRIMMER Form 9131801 PHN 01/16 Page of �� � Insurance(.1roup" POLICYHOLDER FlER NOTICE Access to Information Upon written request, we will inform you if we have ordered an investigative consumer report. You have the right to make a written request within a reasonable period for information concerning the nature and scope of the report and to be interviewed as part of its preparation. You may obtain a copy of the report from the reporting agency and, under certain circumstances, you may ba entitled toa copy atnocost. You also may review certain information we have about you or your business in our files. To review information we maintain in our files about you or your buoineae, please write to uo, providing your complete name, address and policy number(o), and indicating specifically what you would like to see. If you request actual copies of your fi|e. thane may be a nominal charge. We will tn|| you to whom we have disclosed the information within the two years prior to your request. If there is not a record indicating that the information was provided to another party, we will tell you to whom such information is normally disclosed. There is information that we cannot share with you. This may include information collected in order to evaluate a claim under an insurance po|icy, when the possibility of n lawsuit exists. It may also include medical information that we would have to forward to a licensed medical doctor of your choosing so that it may be properly explained. Correction of Information If after reviewing your file you believe information is inconact, p|000e write to the consumer reporting agency orho uo, whichever is app|icab|a, explaining your position. The information in question will be investigated. If appropriato, corrections will be made to your file and the parties to whom the incorrect information was dion|ooad, if any, will be notified. Huwmver, if the investigation substantiates the information in the fi|e, you will be notified of the reasons why the file will not be changed. If you are not naUofiod with the ava|uation, you have the right to place a statement in the fi|o explaining why you believe the information is incorrect. We also will send a copy of your statement to the parties, if any,to whom we previously disclosed the information and include it in any future disclosures. Our Commitment to Privacy In the insurance and financial services business, lasting relationships are built upon mutual respect and trust. With that in mind, we will periodically review and revise our privacy policy and procedures to oneuna that we remain compliant with all state and federal requirements. If any provision of our privacy policy is found to be uoo'comybmt, then that provision will he modified to reflect the appropriate state or federal requirement.lf any modifioutionaare made,all remaining provisions of this privacy policy will remain iueffect. For more detailed information about our customer privacy policy (including any applicable state- specific po|inieo) anduuron|ineprivacyotatemant. viaitourVVebaita. |ooatedat www hanover.corn. Further Information If you have questions about our customer privacy policy (including any applicable state-specific policies) or our online privacy atatement, orifyou would like to request information we have on fi|e, please write to us at our Privacy Of5oa, N435, The Hanover Insurance Group. Inc., 440 Lincoln Stnaet, VVoncaoter, MA 01653. Please provide your complete namo, address and policy numbar(o). A copy of our Producer Compensation Dioo|ouuno is also available upon written request addressed to the attention of the Corporate Secretary, N435. The Hanover Insurance Group, 440 Lincoln Street, VVooeotor. yNAO1853. Producer Compensation Oimc|omuno Our products are on|d through independent agents and bvokere, often referred to as "Producers."We may pay Producers efixud commission for placing and renewing business with our company. We may also pay additional commission and other forms of compensation and incentives to Producers who place and maintain their business with us. Details of our Producer compensation practices may be found at Form 9131801PHN 01/16 Page 2of3 V{fu` nover ln%urance Grmip" POLICYHOLDER NOTICE r r 9, IIXIII�IYf��l�i��d?��ID,�J��1WOR r /, , r, �/ii r, 1 i,,, ,,, , �^ rr ,�JJ/rl�JwJa.Jf✓1////r/✓/i�r/11�fi/2/�l„��d�✓17�I�r7ali�7�r�h6PJrr,rll17J1,417��✓�"r'J� �JFlu!l�J>�J�J���1,�rI�JrJJ>?7ll�l��l�JrP��dra�, I/,,,,r/J ,,stir✓,y��ai./..n/l�„/✓/vrc�/Y�„rllrye,�d0/l/✓uG.u�,/�w��,i �7a,rPl�a.�✓�!r/!l�✓J�h/Glahrl�/lrl8/�lY��l/lrll✓1 This notice is being provided on behalf of the following Hanover Companies: The Hanover Insurance Group, Inc. - Allmerica Financial Alliance Insurance Company - Allmerica Financial Benefit Insurance Company - Allmerica Plus Insurance Agency, Inc. - Citizens Insurance Company of America - Citizens Insurance Company of Illinois - Citizens Insurance Company of the Midwest - Citizens Insurance Company of Ohio - Citizens Management, Inc. - AIX Ins. Services of California, Inc.- Campania Insurance Agency Co. Inc. - Campmed Casualty & Indemnity Co. Inc. - Chaucer Syndicates Limited- Educators Insurance Agency, Inc.- Hanover Specialty Insurance Brokers, Inc. - The Hanover American Insurance Company-The Hanover Insurance Company -The Hanover New Jersey Insurance Company-The Hanover National Insurance Company- Hanover Lloyd's Insurance Company- Massachusetts Bay Insurance Company- Opus Investment Management, Inc. - Professionals Direct Insurance Services, Inc. -Professional Underwriters Agency, Inc.-Verlan Fire Insurance Company- Nova Casualty Company-AIX Specialty Insurance Company. r ,y, r 1 � J�, ri �r',r���JrJrir�rrr,lrrlriii,,ra��liarrrrriir��J�rs✓ii�airirrrrrJrJ��✓r�rrrr�re�rcx»7��f.ar,r,� '� /J�/Jl,!✓rri�G6G 0/ %./,�r /G.,a.�„r�.7C1P9,�drt,,.U,�1Ja1„/rrGP,.,rr"�G„�iJl�/.earl/(r1JTlld�nlYJl/rI,JJJ,J��J111�r,.rylrkl�,/✓Ali✓✓✓%/�/I,11rG7.���9/�///%�i/llJ✓/JJ7JIrJ.r✓/�I Form 913 1801 PHN 01/16 Page 3 of 3 Ilnsi.iran.c Group- POLICYHOLDER NOTICE i r ,:x,rin: n 1 , I% / l Y✓//Yr 11 , r7/ ///,➢i i,r ,,,,,,,,,,,, ,,,, /..y�rr ,Yrnr,ll.r .r y, r' � rr nr If � lU✓rr/... / ., r. L//!/I!///lG,/ro rl„�«J�1rrr�,.�Fl�r7,l.rrl!!J/r'IIIff�7C1111a(i(fYldrl/i71./J/lllirllll1�17ffP,rtuJr2r"'"i�Fii,r�',yia✓r",C7C°r�PI�G/1 !l ,r✓,�<XIi,.,,clJ.rn r�r/%�d�r�/7 rr„r�'+�➢�.J7,,/I„Il,hrr�ll',/nrl�(al��l�%��J/I�l�/�Y/I�iJll�'2,1%�/dltealllllldrw?rlrll�'��r�/nYtfd,lr�nl,.!rr.n'l�(l�.11l,J'9J'uJl.,'IG�/�.�Jr'!L./llri:/l(r1 CLAIM REPORTING GUIDELINES At Hanover Professionals, we are committed to providing timely and efficient claims assistance to our Insureds. Please follow these guidelines to help us help you. Notice of a Claim Report a claim to Hanover Professionals by email, facsimile or online as soon as possible to provide timely notice as required by your Hanover Policy. Contact us at: j_..... Phone: 800 .. .628.0250 (ext. 8556281) Fax: 508.926.4789 You may also email us directly at,law exclaim laanover.com or online at www.hanover,conftro/pli. Claims Re ui� edited Iandlin Some claims are time sensitive. Please report such claims as soon as you become aware of them, and while allowing sufficient time for the carrier to investigate and meaningfully respond. Do not wait until the eve of the response deadline as it threatens our ability to timely respond. Those items include, but are not limited to: You have been served with a summons and complaint ✓ You received a demand from a Claimant which expires on a date certain ✓ You received notice of a proceeding requiring an immediate answer or an answer within a limited timeframe Correspondence We Need From You Please provide a written narrative of the circumstances surrounding the claim or potential claim. The narrative should include: ✓ The Named Insured ✓ The Insureds (i.e., the lawyers involved in the professional services issue), your policy number, and effective date of coverage ✓ The client (Claimant's) name, address, and telephone number (also include the name, address, and telephone number of the Claimant's attorney) ✓ The timeframe in which you provided professional services to the Claimant ✓ Whether your relationship with the Claimant is ongoing or has been terminated ✓ A brief summary of the services rendered ✓ The date the error(alleged error) occurred ✓ A brief summary of the alleged (potential) error- please include the date you first became aware of the claim and the potential amount of damages that will be sought ✓ All pertinent letters or documents necessary for us to properly evaluate the claim (if there are numerous documents, please note this and provide those most pertinent) r r ny ,� r/ / r r r >. � r,rll/ IF 1...%,///.,<�Il///G/d///////l,.//(///////l%.r,/,�XI%/J!o//%%�'/P//�;Jll(rrrdr/i/n"2////l//ild'llsun"�k/,.�L/�IiJl➢1� u�'GG/�G///I/Gr,,.�Jau,rrrrlrlln/c/n ,�,u//ll/U.rr2rrrD�//,anUl/�o-rra�/l/l/1l%Q//J✓e�A7�,yul/oi/...1.1FIfw/r//�r..rl�lrr�/J%l/d//1,,,rn/rubas,t�Y/rrinl..h�>;�dl. r/ �,�, O Form 913 1817 PHN 01/16 Page 1 of 1 I kc Hanover Insurance GrOUP" POLICYHOLDER NOTICE INFORMATION REGARDING EXTENDED REPORTING PERIOD ENDORSEMENT ("TAIL COVERAGE") The enclosed policy provides coverage for claims reported during the policy period. Subject to the policy's terms and conditions, your firm and/or each of the individual firm members may purchase an Extended Reporting Period Endorsement, also known as "tail coverage", that will extend the time for reporting claims arising out of professional services rendered while the policy was still in effect although the policy may have been cancelled or non-renewed, orwhen a firm member leaves the firm or the practice of law. The premium charged for the endorsement is expressed as a factor of your policy's annual premium. Length of"Tail Covera e" er-ei'd ] ........... - "Tail Coverage" Premium 12 months coverage 1.00 of last annual premium 24 months coverage 1.50 of last annual premium 36 months coverage 1.75 of last annual premium 60 months coverage 2.00 of last annual premium 84 months coverage 2.50 of last annual premium Unlimited coverage 3.00 of last annual premium *Extended Reporting Period Endorsernents may be subject to state regulatory requirements. Please contact your agent or customer service representative for pricing specific to your situation and location. 01111,111021110 11,22132010211101 IRA Form 913 1818 PHN 01/16 Page 1 of 1 I he HanoverInsurance 0otip" POLICYHOLDER NOTICE 11 ORE N SEE B P0323ME 1 11 OEM 101 WOMEN HIM&,�ME(INSHN,EN REMEMBER F1121 21 VIS 1 1 MUM,sm PON,V MUM SOME,ON Ima FFAI IF,Z MIF UU��������T P��UUCYH�� ��ERUNF�� U��N IMPORTANT�� We are pleased to pro\Ade our policyholders with access to the eRisk Hub', powered by NetDiligencel.The eRisk Hub is a pri\rate web-based portal containing information and technical resources that can assist you in the prevention of network, cyber and pri\racy breaches and support you in the timely reporting and recovery of losses if an incident occurs. CYBER PRIVACY AND SECURITY RISK MANAGEMENT RESOURCES The aFUnk Hub features news, content and services from leading practitioners in risk management,computer forensics, forensic accounting,crisis communications,legal counsel,and other highly-specialized segments ofcyberrisk. Please note the following: 1. The eRisk Hub portal is a pri\rate site for policyholders of The Hanover Group only. Please do not share portal access instructions with anyone outside your organization.You are responsible for maintaining the confidentiality nf the Access Code provided tnyou. 2. Upto three individuals from yournrgmnizaUonnnoynagistaranduaathaporta|. |dea|oandidatesino|udeyour company's Risk Manager, Compliance Manager, Privacy Officer, IT Operations Manager or Legal Counsel. 3. This portal contains a directory nfexperienced pro\Aders of cyber risk mana t andbreach recovery aer\Acen. Hanover does not endorse these companies or their respective services. Before you engage any of these companies, vveurge you to conduct your own due diligence to ensure the companies and their seNces meet your needs. Unless otherwise indicated or approved, payment for services provided by these companies is your responsibility. 4. Should you experience a data breach event, you may choose to call the Breach CoachO listed in the portal for immediate triage assistance.Your initial consultation io free of charge. Please be aware that the Breach Coach service is provided by a third-party law firm. Therefore, contacting the Breach Coach does NOT satisfy the claim notification requirements of your policy. To register for the Hanover eRiokHub: 1. Go to 2. Comp|etetheNem/ QsmrReghstrmtionfbnninthecenhorcfthawmbpaga. CreateyourmwnUser|Dand password. Enter 14014in the Access Code field. 3. Once you've completed registration,you can login immediately by entering the User ID and password you just created in the Member Login box in the top right comer of the screen. Please note that the independent risk management services offered byeRYnk Hub pomen*dby0etDilgenoeare accessible to you as a Policyholder of The Hanover Insurance Company or one of its subsidiaries and affiliates. The Hanover is independent from NetDilgence d depending on the terms, conditions, d exclusionsof your Hanover policy, may not be responsible for any fees or charges you may incur for services orproducts Mich maybe offered to you byNetDiligence, eRisk Hub, orforMich you maycontractWth any provider listed in eRisk Hub. Underno circumstances should the recommendations,services orproducts of eRisk Hub be construed as recommendations,services orproducts of The Hanover Insurance Group, Inc. By making this service accessible to you, The Hanover does not assume(and specifically disclaims)any duty, undertaking or responsibility to you regarding the kidnap response and risk management services ofeRisk Hub and Net Diligence. 013-1825PHN 11/19 Page 1of1 u , Hanover h1sfl.inallw e Gn:)Rqp- Endorsement J /. l J J J.„ryi � r� , �r/r viz uri,.mx��raa urli�,�iur��iirarr���,rarriiu��l�yr�!�urr„rrrrrr u��,urr�r�rR�rurr��,�r�r�r�r�u�trurrr�r�r��!.aJ�✓ �1.,���%1111r�/!,'�J�i/JTdd!/I!&l�Pal/k��l%",,,1..r�JIGlI,,,lJ riF�J/ll..r,,6,1i16/,iP7ti1llrlrY"..1//r7flrd/Ir'l!l�ai,lkald�7, lYF�Jl1�dY�Pk��"J����1P1JQll,JllrJllllll// I! Coverage: Lawyers Professional Liability Endorsement Number: 1 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By: The Hanover Insurance Company Effective Date: 10/29/2020 SCHEDULE OF FORMS To be attached to and form part of the Policy Number listed above,. 913-1002 01/16 Lawyers Advantage Professional Liability Declaration 913-1001 Index 02/17 Lawyers Advantage Professional Liability Policy Index 913-1001 02/17 Lawyers Advantage Professional Liability Policy 401-1333 PHN 01/20 Important Policyholder Information Risk Management Resources 913-1800 PHN 01/16 U.S.Treasury Department's Office of Foreign Assets Control ("OFAC")Advisory Notice to Policyholders 913-1801 PHN 01/16 Customer Notice of Privacy Policy and Producer Compensation Practices Disclosures - Privacy Policy Disclosure 913-1817 PHN 01/16 Claim Reporting Guidelines 913-1818 PHN 01/16 Information Regarding Extended Reporting Period Endorsement("Tail Coverage") 913-1825 PHN 11/19 Cyber Risk Management Resources Policyholder Notice 913-1011 01/16 Schedule of Forms 913-1102 01/16 Employment Wrongful Act Defense Expense Sublimit 913-1103 01/16 Pre-Claim Assistance Coverage 913-1213 11/18 Optional Reporting Period- Insured 913-1307 01/16 Exclude Punitive Damages 913-1501 01/16 Insured Recommend Counsel 913-1509 01/16 Reduce Deductible for Mediation 913-1609 01/16 Washington State Amendatory Endorsement All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. ,,, ,,r r i r, t r crrti�., ,. L. ///r .......1!////.I,,mIJ/ ///,,,,u. % .,,////,.,.�%i//!/GO/,//.,„<.,✓G/a%//Jrl.,;,,,,J,//%,/,�,„I'1GrJlY✓.Y..R, „/,!/„�,y,il, .,,✓��/ ✓,�„,�,✓r Jr/,,,.el/f,71bd//d!liJ..,l//9✓1./„/lr0/0%!/,,,U.J1Jli/,„ldi/i1J/l/illl//Il!/lll/lllUllS�✓(L,1G/�iG Form 913 1011 01/16 Page 1 of 1 HanoverGov N11S �riw cc uoiiiiqp" Endorsement N Y.Y9...ray --,.r r ':-0✓" r „r p t. / J J/1 P J ,J r.,F J ' ! r �. JJYI7lliv,�l;lYP,�!GVIi.�!kll(r(r lh.! , IIIID�rll�l�yl7lY'117iY111.�1�Gr1/�/,P�llJhl.d%�u,IrJll/GI1771�71V�J�yJJLrVI/JJ1JIlJrl�li7�l1�R✓/�D1Yll//lulrlrJr"'rrr'.(?r��r'dl(r7"�YJIJdG"'(�ilf�'Z'�SY7dl�V(Cyl(1%'J((/�I� lu aF„mod ie�r,hdi,l6air,J V✓'ri%A..�/.r,�/rllL/ali�l�Fi21�IAi/',,Gll��li�T.II�iJ,.l�f�.//tJXVrV�//I/I/DG7JlllJ�Jl��ill/,'l��l/l"„�,?rlAlY�dll�'tr?l�'l�T�,Vrrlti���lIY,U Coverage: Lawyers Professional Liability Endorsement Number: 1 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By:The Hanover Insurance Company Effective Date: 10/29/2020 EMPLOYMENT WRONGFUL ACT DEFENSE EXPENSE SUBLIMIT In consideration of the premium charged it is agreed that: A. Section I. Insuring Agreements is amended to include: The Insurer will pay up to$10,000 per Policy Period, for Defense Expenses arising out of a Claim for an Employment Wrongful Act brought against an Insured Individual while acting on behalf of an Insured Entity, subject to the following: 1. The Claim must not include any labor or grievance arbitration or other proceeding pursuant to a collective bargaining agreement, unemployment, or wage and hour violation; 2. The Claim must not arise out of ownership of the Named Insured or Predecessor Firm; 3. The Claim must not otherwise be excluded by this Policy; 4. The Insurer will not pay Loss, other than Defense Expenses, resulting from a Claim for an Employment Wrongful Act; 5. Coverage provided by this endorsement only applies to an Insured Individual who is a partner, limited liability company member, officer, director, stockholder or employee of an Insured Entity at the time the Insured reports the Claim; 6. No Extended Reporting Period shall be available for coverage provided by this endorsement; 7. Payment for Defense Expenses as provided by this endorsement shall not be subject to a Deductible and will not reduce any applicable Limit of Liability. B. Section III. Definitions is amended to include: Discrimination means any violation of employment discrimination laws including any actual, alleged or constructive employment termination, dismissal, or discharge, employment demotion, denial of tenure, modification of any term or condition of employment, any failure or refusal to hire or promote, or any limitation, segregation or classification of any Employee or applicant for employment in any way that would deprive or tend to deprive any person of employment opportunities or otherwise affect his or her status as an Employee based on such person's race, color, religion, creed, genetic information, age, sex, disability, marital status, national origin, pregnancy, HIV status, sexual orientation or preference, Vietnam Era Veteran status or other protected military status or other status that is protected pursuant to any federal, state, or local statutory law or common law anywhere in the world. Employee means a natural person whose labor and services is engaged and directed by an Insured Entity, and who is on the payroll of the Insured Entity, including any part-time, leased, temporary, volunteer or All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. r y �� ,. /J . // ill liN>.,u'„c7Usfiil,..,..lr„I,...,r.,,.NJ„a,/,...<..ri, ,,Vi....lau'!r/9llri�,rr,✓✓r/IrI(a//�,rIJ/J.... . I/yL71i y%///i/,,,/r,%/lNl///i11////%ii..a/>l�%�/ii//U//I/////Lr1l/�1G.///IAIJ(Gl/-4,�//J/Y?llJJl.,�/////,11V�7JlU/Il/�L(rA�6�/LVIu'RIIU�///�//lJlld/I✓/!//2!r,/%I�/Lq//��;1J'I/e/11!!la(�//l,)rlGJv;,YU//I17hE, Form 913 1102 01/16 Page 1 of 2 Hanover Vni ,l11lairii !(,. Giii '4.�p Endorsement r r✓r , /ri r r...r l !/,:r/161y711��k�L,/.<;;:l.. r�-�.;,;✓. ,,.«wµ7Y11, /l�7��FIfGf�7lr�rllly�d''l�llTllr�"rXl7�dE��tilCtlll�7� i��'.u� ✓;d�,i� /l�/,,;llKli�.cr„7r,f„�/Gd�llrZl:✓/<1Arr7✓�Jlllrr/I✓(/l�„1,l/�A/Ar/:.fl/,/7r�/(l//�(101r/art+,l,�/,a!M"J/!I/YFdl;l/ lti!�CIYJ/lG,�,AGr/771GYdf'lC/e(l�l�&✓(�/,lla!rx/w//lllGl�l�i,��siw/,flln6w.l' , Coverage: Lawyers Professional Liability Endorsement Number: 1 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By:The Hanover Insurance Company Effective Date: 10/29/2020 seasonal worker. The status of an individual as an Employee will be determined as of the date of the alleged Employment Wrongful Act. Employment Contract means any express or implied employment agreement regardless of the basis in which such agreement is alleged to exist, other than a collective bargaining agreement. Employment Wrongful Act means Wrongful Termination, Discrimination, Sexual Harassment and Retaliation. Retaliation means any actual or alleged Wrongful Termination or other adverse employment action against an Employee on account of such Employee's exercise or attempted exercise of rights protected by law, refusal to violate any law, disclosure or threat to disclose to a superior or to any governmental agency alleged violations of the law, or on account of the Employee having assisted or testified in or cooperated with a proceeding or investigation regarding alleged violations of law. Sexual Harassment means any actual or alleged unwelcome sexual advances, requests for sexual favors or any other conduct of a sexual nature which is made a condition of employment with, used as a basis for employment decisions by, interferes with performance or creates an intimidating, hostile or offensive working environment within, an Insured Entity. Wrongful Termination means the actual or constructive termination of an employment relationship between an Employee and an Insured Entity in a manner or for a reason which is contrary to applicable law or public policy or in violation of an Employment Contract. C. Section IV.J. Exclusions is deleted in its entirety. All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. y, / lr 7r�.�, ;/r. /J /r /% � illi'�r./l,dy/�..j�l/1111A1u�(ll���r✓+�.7!r�u/�r!��G��I�.�l(�"✓�'���IV/ l ,1/ ,1 J ./,lv ,ZP/err, /�ft%t.1J(r✓✓✓�✓ .!fin o ��l/l7/m/✓/ilk%r, %1�,�✓i/%G��r,lliJl�U�Di/✓�Lli<,.tPidi/i:,✓rRy"dr�ll/11,.Jl�l 4IlPc�ll��l/��f�dr,lJ«ll/da171i1rJipll�al&u,Lu,?��r�r/ll!!f�!✓�.�,,,1��JfG�1�111,/I11P101/Jl/Jllll//ll�Q/�/G%9%/✓1../�,�'71�/%%ii/el///�/lP,l,1/l lh/ J� Form 913 1102 01/16 Page 2 of 2 a . Hanover hisuurance uom.up- Endorsement e r r e rr a er r ,r y 1 / 7 fl r J ME,)G <,uUlXA/e../,/1.dde//1llJ1/Gl./JrJlfllrl//177.1�/a/l�G�ltl/J111d1�/ri//�lrr�l0/'1I1�Y%�t�,�11.J7�,%7�adldlllt�1�2!(e'a2Y tl rnn,/�l2/Fi<<mld aJ/areeGJ{//'11e101r%lCl/r%/1U�//J1Y1��1..��'/�/liillrWlJnli�l�I%11////l,l%��.ederll/�lll�l„{a:�f'n/�ll�/O,A��,J,ti/�,XriJJ'l✓uYl/lll4lln�lll�/!dr',rC�llll/.Yti'?1XJItJ7L/1J„.�.Y9:Cf11�re,ILYlJJL(� Coverage: Lawyers Professional Liability Endorsement Number: 2 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By:The Hanover Insurance Company Effective Date: 10/29/2020 PRE-CLAIM ASSISTANCE COVERAGE In consideration of the premium charged it is agreed that: A. Item 3.A. Insuring Agreements of the Declarations is amended to include: Pre-Claim Assistance $1,000,000 each Claim not to exceed; $2,500 each Claim Sublimit $1,000,000 Maximum Aggregate B. Section I.A. Insuring Agreements is amended to include: Pre-Claim Assistance The Insurer, at its sole discretion will reimburse the Insured for Pre-Claim Expenses arising out of a Potential Claim first reported to the Insurer during the Policy Period until the date a Claim arising out of such Potential Claim is first made against the Insured. C. Section III. Definitions is amended to include: Pre-Claim Expense means costs or expenses incurred by the Insurer at its sole discretion to investigate a Potential Claim. D. Section VIII. Limit of Liability is amended to include: Pre-Claim Expenses are part of and not in addition to the Professional Services Limits of Liability. E. Section IX.A. Deductible is deleted and replaced by: The Insurer's liability under this Policy applies only to that part of covered Loss, Subpoena Response Expenses, Disciplinary Proceedings Expenses, Crisis Event Expenses or Pre-Claim Expenses which is in excess of the applicable Deductible for each Claim, Disciplinary Proceeding, appearances Crisis Event or Pre-Claim Expense stated in Item 3. of the Declarations. Such Deductible shall be borne by the Insured's uninsured and at their own risk. All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. cur r J, f ,ar err o✓r e e . rr , i. r n v irr it i r it e r r r . r. Jli r/..,/J/ I/I' ,I/ r1J Y J .1r✓,,, ,,rrr J /e !r J r /1 r ! !.://r !/(irin/�/�8.. !///.a Yr,2..rlrtlJl.x./12;P/l✓r7C!�e/G�Jrll,�l�' !U 2l/rr�/1/C,lea'/%dor/0��///��1r�lr,Yl/�r�171fi//%:Y,lJ�l,!�r�61,C//�rwllYrC.!���r11/��../rill;iill/O�reAr,./Jvl�.dl,/,:�2G/./1/l�/ire/lla/1,L.�/r"lJerl<1IYI�r/�////!/ddllitr�l�l�.1y,/(/r"lll�(dlr,Y/lll�lO�i�IJGk�diJ'e��l/r,f,r',RJILu,,,,4,r✓I/Gr,.el,.</.lip .., Form 913 1103 01/16 Page 1 of 1 C� � ve~~ ��OHOFS�0O�Of m�/��mrC��P Endorsement Coverage: Lawyers Professional Endorsement Number: 3 Liability Issued To: O|brechtu and Associates, PLLC Policy Numbe�LH2-4772755'O5 OPTIONAL EXTENDED REPORTING PERIOD _ INSURED |n consideration of the premium charged it is agreed that: Section U.B. Optional Extended Reporting Period is deleted and replaced by: B. If the Insurer or the Insured bynninatao, does not ranaw, or an Insured Individual leaves the Insured Entity and is removed from this Policy, other than b*nninaUnn by the Insurer for nonpayment of premium, then the Insured ohoU have the right to purchase an Extended Reporting Period beginning on the effective date of the termination or non-renewal of this Policy. The Named Insured must provide o written request for the Extended Reporting Period including payment of the additional premium within sixty (00) days following the effective date of the termination or non-renewal of this Policy. Additional premium paid shall be deemed fully earned as of the first day of the Extended Reporting Period and the Extended Reporting Period may not be cancelled. , All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions ofcoverage. Form 913 1213 11/18 Page 1 of w ' Hanover Insmumice Grmsmg) Endorsement Ir««l�rJ/�/�6�/G,n.�/l/,�„!;//,1,I,Gdl.riJl�aJW�G�,!JU�„�G�rn/lx,,,llh'�i/J!J>i�JGa�JIJ//,%ll�GdJUJl/J/e�l//JJJI/�/!/1l/llnd,�Jl��li�lY7,lll1,�l/,1JiY�V?,J/lkld?"r7Yd��1Xh'lh�lJf1N7,�J.�k'IIJ�II/r�llllG/✓1i!/.l'„/dJs�2,r',:n//�FG�.�1G��a0G�X'���l/�,��'l�/!'�f9�Gel/a�l�lGJlldZ,l��lrtlll;JY��rl/�d�J�rY14r<lYX7n��!/n„/rl�J�IJ�7XID,,.?I�1rn�lY1PIJ/ld�� Coverage: Lawyers Professional Liability Endorsement Number: 4 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By:The Hanover Insurance Company Effective Date: 10/29/2020 EXCLUDE PUNITIVE DAMAGES In consideration of the premium charged it is agreed that: Section III. Definitions is amended as follows: Paragraph B. of the definition of Loss is deleted in its entirety. All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. / I,,,,,,,./%/%/i.N,.r�/Gl//A/%//Il/,ir r/l!„l!.U//!/l�/l,Fr,��771H,!!(/�Illllll'r//%7.!%�%y/l/�/!!/%11111Jr/,/1�.%/��71Di/l/1//l�,J!!!/!/l,�!!/l�ll�r/%!///�l!/JL/!%/„//I!/i%/!//l/%%%/.r�///l////Ol///,Hd//J��rl//G!////�G%%//G/%'i///,�/G✓//%I,o%„(J(/u%J //„i,i'////i//%,l(lJ/%//111�r//lIL%//i/(,1J111/l,..�ryJl!%�,!!Td Form 913 1307 01/16 Page 1 of 1 Hanover hwiiu ma( Gu'o Group' Endorsement � r r ✓ ll7 !71 1�y�Al�„117IN�Jd �i,,,�yr�iy(I///�IIGilY9111,�?lllllJllJ'JJ7Il��111111,1�71i711/lJl//Ullllr!dui,,,//l/i�%yllr//Il/l�/,r�s.Jlln'nl�r/i/d,><(rPd/!1l1lr�F�,l„rrlrllJri�J,�i�V/77,7u1��10�W%„,�h, r�r�rt�u/ ,�,,,,�r„Oar/I/lJ/11.YIJ/J/�/�rw,r,��/�✓"/l„IY,//�JR�klTIJ�"�%�/N1.l�,Jrnl,//Gila'1/J,J'dll�//�/1�J,.(1l`I�PXIIIY'd�,e Coverage: Lawyers Professional Liability Endorsement Number: 5 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By: The Hanover Insurance Company Effective Date: 10/29/2020 �mr,� rrrwwwww� �� mNw,a��u ®��m�mmm� ww � w W� INSURED RECOMMEND COUNSEL In consideration of the premium charged it is agreed that: Section VII.A. Defense and Settlement of Claims is deleted and replaced by: A. The Insurer shall have the exclusive right and duty to defend any Claim covered by this Policy even if any allegation of such Claim is groundless, false or fraudulent. However, if an Insured is entitled under applicable law to select defense counsel, then such defense counsel shall comply with the Insurer's customary rates and litigation guidelines regarding billing, staffing and reporting. The Insured may recommend counsel to the Insurer and such acceptance will not be unreasonably withheld, provided such counsel agrees with the Insurer's customary rates and litigation guidelines regarding billing, staffing and reporting. The Insurer has no duty to defend any Claim or pay Defense Expenses for Claims to which this insurance does not apply. All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. r r r r JI✓r r rr , r r.rr.ri r,. rrr i r i yr rIl/ /r, i, ,r, /„/„r .,, ,.�,91.(l1JJ/✓�Il//llll(a/lUfGJ� � I..,,//l//)%(ra✓/%%J.JJJI////l1l%///A1r!%�J�rJJJI,I'1i11P1!<//ll/7Jr�(�?!/u„//I(!„yrlA/(dGlld�/r'J✓//%11J1//7'/c„yl,��„/1/1ra/.�//,/r„G/I/i7lDl/rYPlldl�J,1Y//I�//l�iii8!/�lllflllllll7r�/Ilrl(r//iLJr�dIGIYN(!l�'r1!�V!'"�/1�211VG��11riN4Y�I!/G/,1,u1>�/.r...!/.11,,..G.,.,lr r;/,J!:rllu,. .,r;,rr,...,,,..,,,.1 /,. ,uilrua!✓n. ,! Form 913 1501 01/16 Page 1 of 1 Hanover (uv:mjj)' Endorsement y / �,„ r i m r l r G r rrr�r. ,.,.r,,/i, ,r/iicrli/r�i��,,, r�,✓rrurri���ii,,,,/ir ��r,rrr�r,�ur�r�r(�rri�✓i����irrzrrer"�rr�ar�ryr�r����rriru��ur+�,r�r��rrrerr��u�rrrrr,^�,�xirrrrrrrr�.arr�✓rylxn��c�rrrrrrrrrrr��,r ✓iie�li�r,r�ucW/��ri�rriciriri��riia,r,���i�(rrrrk��rrrri�rrrr��rrrrri7���rrr�rriar���r��,izrir��r�ir1,„��rrt��r„i�crur, ��, Coverage: Lawyers Professional Liability Endorsement Number: 6 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By:The Hanover Insurance Company Effective Date: 10/29/2020 REDUCE DEDUCTIBLE FOR MEDIATION In consideration of the premium charged it is agreed that: Section IX. Deductible is amended to include: If the Named Insured and the Insurer agree to use Mediation to resolve any Claim brought against an Insured and if the Claim is resolved by Mediation within sixty(60) days from the date an Insured received such Claim, the Deductible for such Claim will be reduced by fifty(50%). The maximum amount of any reduction is $10,000. All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. F,,, i / ./, J., li,1, i/ /.,-rri J per/.1rr...//'...�r J..a. ir•'l iirria�l6e.�h r,.c„l(/t,rrrC,,.r,�.Jih,,,m//ll.�(�r..l,,.r��e�rl, ! ii,.,,,/,r J.0 vec✓,,,%%. ,r/%r/l�ii,r�Gl,!7//r.,,,.u,mrll,rv„G,FEi�1I1„�,fi�„,r,� Form 913 1509 01/16 Page 1 of 1 d's nover h isu.uram(, oPW4) Endorsement 0 it r u r ,�� � i �r�uJx�n �rra�ry�r�r,.r^iris/r�r��re��r�rr�tmr//rrJ�i,,,�liru�JJ�a��rrrJr„rlruryri��rr�riu��rrrl��alrlryiyllrr°rflra�J „/i,�ra�rl//rr�l r�/l1Gl/'r�l��,ll/i�L��.17Y11flPG7J„1l/ff�/SAG+��/,�.d.loll/rdldYl�,.?//J1�YFrJ�/1,�Gf1U,relllllJ.ell//�1�11/rrlrry(,-,��„(y(!!/lr/r"/✓"d11,�CtiY�J Coverage: Lawyers Professional Liability Endorsement Number: 7 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By: The Hanover Insurance Company Effective Date: 10/29/2020 WASHINGTON STATE AMENDATORY ENDORSEMENT In consideration of the premium charged it is agreed that: A. Sections VII.A. and VII.B. of Defense and Settlement of Claims are deleted and replaced by: A. The Insurer shall have the exclusive right and duty to defend any Claim covered by this Policy. The Insurer will defend, subject to and as part of the Limit of Liability, any suit seeking damages against the Insured to which this Policy applies, even if any allegation of such Claim is groundless, false or fraudulent until a judgment is rendered, settlement is reached with the claimant or the Insured's permission is obtained. However, if an Insured is entitled under applicable law to select defense counsel, then such defense counsel shall comply with the Insurer's customary rates and litigation guidelines regarding billing, staffing and reporting. B. The right and duty to defend a Claim covered under this Policy shall cease when the applicable Aggregate Limit of Liability for such Insuring Agreement in Item 3. of the Policy Declarations has been exhausted by the payment of Loss and the applicable premium shall be deemed fully earned. Upon exhaustion of the applicable Limit of Liability, the Insurer will tender control of the defense to the Named Insured with the Named Insured's consent. B. Section XVIII. Termination of Policy is deleted and replaced by: XVIII. TERMINATION/RENEWAL OF POLICY A. This Policy will terminate'upon: 1. Ten (10) days after the Insurer mails written notice of termination to the Named Insured, based upon nonpayment of premium, unless such premium is paid within such ten (10) day period; 2. Forty five (45) days after the Insurer mails written notice of termination to the Named Insured, based upon any other reason. 3. Receipt by the Insurer, from the Named Insured of a: a. Written notice of termination; b. Surrender of the Policy or binder, or surrender to the producer of record; or c. Oral notice, with particulars sufficient to identify the Named Insured, to the Insurer or the producer of record. Oral or written notice shall state when thereafter the cancellation shall be become effective. This request to cancel will be binding on all Insureds and the Insurer. 4. Expiration of the Policy Period; or All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. r ! /I 11l//LIIrJrl09„�JdJ1J1PllllllrJJIBC"PJ7�I'�dRfr�/Jl.�r'r/Na617f0�U1J,C%,/rl�l%lwr7�/�,!/(%/l/�Illll(Jrl,!!lI11�1/,,lll+/llrff((r1,�GJ,r. ,/</x Fr f�a/ l//iil�l/r„l,{rr/J/1/�i11�.14/Aor/s,w,�fa!!/l,/�l.J�l.lU1U�191/1��0?d'PG/pll�ly,�llll�llr�l//Git�J,/J/J/J//J/�rl��J,d/2/,YIY%//�a/r. Form 913 1609 01/16 Page 1 of 2 Hanover Nr�su�rance Endorsement :;�/,//a //o/.,/n,//r,(h/l✓/,,,'lr/r/J„ndl,> /,(/l////ll,Tr,./ll.!Ilr.i,90�/r�li,.rl�„r'/J!P',.,E//rlr,.,/IJlI/llrFi7��1111�y"e/J1r1�P(l!/�7irXl/rGd(In�r�lr/1�i�W17r�ifllhMl7JJrt7YYr,.11llr.�!r��dr!!�.,lYyrl11I/;P/Ilrlrl/%nG/%IrrIF7G.l�.,. ///l�/rl.rJ�llll/lll/,!!�drrlrr7lrllYrllniTl/Irrl��/11J�/„///lrl7NIG/rllGJ%�1,r'f.,/%��l%Y?r� Coverage: Lawyers Professional Liability Endorsement Number: 7 Issued To: Olbrechts and Associates, PLLC Policy Number: LH2-A772755-05 Issued By: The Hanover Insurance Company Effective Date: 10/29/2020 5. A date agreed upon by the Insurer and the Named Insured. B. This Policy may be non-renewed by the Insurer by sending written notice to the Named Insured not less than forty five (45) days prior to the expiration of the Policy Period. C. Notices of termination or nonrenewal will be mailed with a statement of the specific reason for termination or nonrenewal and shall be sent by first class mail to the Named Insured's last known address. A copy of the notice will also be sent to the agent of record within five (5)working days. The Insurer will mail a copy of the written notice of termination to any other Insured that has an interest in a Loss covered under this Policy before such termination is effective. D. Notice of renewal terms and the premium due will be mailed to the Named Insured at least twenty (20) days prior to the expiration of the Policy. Failure to make the required premium payment by the renewal date will result in termination of the Policy for nonpayment of premium. A copy of the notice will also be sent to the agent of record within five (5)working days. C. Sections XXIV. B. 1. and 2. are amended to delete the phrase "(whether or not such individual knew such Application contained such misrepresentations)". All other terms and conditions remain unchanged. The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage. Form 913 1609 01/16 Page 2 of 2 �µ � DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 12rosr2o2o 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS 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 C01NaX—C'tt NAME: _ HISCOX Inc. PHONE $$$ 202-3007 FAX IA�Pr No.EMW ( 520 Madison Avenue E-MAIL col7ir ct hiscoxxom 32nd Floor ADDRFS51 New York,NY 10022 INSURERA: Hislcox Insurance Company Inc)AFFORDING 10 Al0# __.....�.WWWW. 200 INSURED INSURER B. Olbrechts and Associates,PLLC 720 N. 1 0th INSURER C A#297 _,I,NSURER D Renton,WA 98057 INSURER E 2 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, ILTSRR TYPE OF INSURANCE... "d R POLICY& POLICY EX .................�-..�.� N. WVD POLICY NUMBER MM/DDIYYYY,),,,(MI41II2Dl1(Ml(Y1 LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 .. CLAIMS-MADE X... RE �� OCCUR PMISES EaocruiTenre. S 100,000 MED EXP(Any one person) "S 5,000 A Y UDC-4583764-CGL-20 08/26/2020 08/26/2021 PERSONAL BADVINJURY S 0 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 PRODUCTS COMPf.. ................AGG..... m.. X �POLICY j�E�,')� � LOC OP S SIT Gen.Agg OTHER: $ AUTOMOBILE LIABILITY r"4TC',1'PIriIE.D SINGLE LIMIT S f..a accj°denl ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S . AUTOS ONLY ................... AUTOS .HIRED NON-OWNED p�'N OF'�ER1"X D'sfNAN:E'. .................. AUTOS ONLY AUTOS ONLY .,.(Lw,ems.�..., F,����P,')6�'.�...........�.�........,............................. S UMBRELLA LIAB L. OCCUR EACH OCCURRENCE S EXCESS LIAB ( CLAIMS-MADE AGGREGATE 5 DED_71 RETENTIONS S WORKERS COMPENSATION ! PER AND EMPLOYERS'LIABILITY YIN ,.... 1 STA IJTE ,,,,,ERH OFFICE I m NH E L..DISEASECH ACCIDENT S ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? NIA ..,.......-.�.................,...................................._,. .......,...,.......... (Mandatory ) L -EA EMPLOYEE S If yes,describe under DESCRIPTION OF.OPERATIONS below E.L.DISEASE-POLICY LIMIT S mmmmmmITITIT .................________........................... DESCRIPTION OF OPERATIONS I LOCH ....,,...-.. TIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Contract hearing examiner services. Hold hearings and make decisions. CERTIFICATE HOLDER _ CANCELLATION �................_......._ City of Federal Way 33325 8th Ave S SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Federal Way WA 98003 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE " i , ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD