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HomeMy WebLinkAboutBell Brown Rio Prosecutorial Svs Agreement 2020-2024HANOVE R Lawyers Advantage Professional Liability Insurance Policy Declarations Page 1 of 2Form913100201/16 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. Item 1. NAMED INSURED AND ADDRESS BELL, BROWN & RIO, PLLC 410 NORTH NEEL STREET SUITE A KENNEWICK, WA 99336 Item 2. POLICY PERIOD Inception Date: 04/08/2020 Expiration Date: 04/08/2021 12:01 AM standard time at the address shown in Item 1) Item 3. INSURING AGREEMENTS Insuring Agreement Limits Deductible A.1. Professional Services Liability - (Including Privacy Breach and Security Breach) 1,000,000 each Claim not to exceed; 2,000,000 Maximum Aggregate 2,500 each Claim N/A all Claims A.2. Subpoena Assistance Sublimit 1,000,000 each Subpoena not to exceed; 2,000,000 Maximum Aggregate 2,500 each Subpoena B. Disciplinary Proceedings 25,000 each Disciplinary Proceeding not to exceed; 25,000 Maximum Aggregate 0 each Disciplinary Proceeding C. Loss of Earnings N/A each Day N/A each Insured N/A Maximum Aggregate Not Applicable D. Crisis Event Expenses N/A each Crisis Event not to exceed; N/A Maximum Aggregate each Crisis Event Policy Number LH2 9844586 07 The Hanover Insurance Company 440 Lincoln Street Worcester, MA 01653 A Stock Insurance Company, herein called the Insurer) HANOVE R Lawyers Advantage Professional Liability Insurance Policy Declarations Page 2 of 2Form913100201/16 Item 4. RETROACTIVE DATE: 04/08/2010 Item 5. OPTIONAL EXTENDED REPORTING PERIOD: Percentage of Annualized Premium: N/A Additional Period: N/A Item 6. PREMIUM $6,782.00 Total: $6,782.00 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: MAINSTREET FINANCIAL SERVICES INC 150 NICKERSON ST STE 201 SEATTLE, WA 98109 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 Lawyers Advantage Professional Liability Insurance Policy Index Form 913 1001 Index 02/17 Page 1 of 2 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 VIII. LIMIT OF LIABILITY 10 IX. DEDUCTIBLE 11 X. REPORTING 11 XI. ALLOCATION 12 XII. OTHER INSURANCE AND INDEMNITY 12 XIII. RELATED CLAIMS 12 XIV. LEGAL PROCEEDINGS 12 Lawyers Advantage Professional Liability Insurance Policy Index Form 913 1001 Index 02/17 Page 2 of 2 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 Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 1 of 15 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, limitations, conditions, definitions and other provisions of this Policy, including endorsements hereto, the Insurer and the Insureds agree as follows: I. INSURING AGREEMENTS A.1. Professional Services Liability The Insurer will pay on behalf of the Insured, Loss which the Insured is legally obligated to pay due to a Claim first made against the Insured during the Policy Period, or the Extended Reporting Period if applicable, arising from a Wrongful Act in the rendering or failure to render Professional Services, 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 is reported to the Insurer pursuant to Section X. Reporting. A.2.Subpoena Assistance Sublimit 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 Proceedings 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. Loss of Earnings The Insurer will reimburse the Insured for loss of earnings due to such Insured Individual’s attendance, at the Insurer’s written request, at a trial, hearing, mediation, arbitration or other alternative dispute resolution proceeding. D. Crisis Event Expenses The Insurer will reimburse the Insured for Crisis Event Expenses arising out of a Crisis Event which first occurs during the Policy Period. II. EXTENDED REPORTING PERIODS The following Extended Reporting Periods apply only to Insuring Agreement I.A.1. Professional Services Liability: A. Automatic Extended Reporting Period 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 (60) 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-renewed, and subject to all to other terms and conditions of this Policy. Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 2 of 15 If the Optional Extended Reporting Period outlined below is purchased by the Named Insured then the Automatic Extended Reporting Period shall not apply. B. Optional Extended Reporting Period If the Insurer or the Named Insured terminates or does not renew this Policy, other than termination by the Insurer for nonpayment of premium, 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 date 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 premium, 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 be cancelled. C. Death or Disability 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. Total and permanent disability is established after the effective date of the Policy and must be a result of accidental bodily injury, physical illness or disease, and not arise out of any self -inflicted injury or attempted suicide, or the abuse of intoxicants or controlled substances. The inability to practice law must be certified in writing by a physician acceptable to the Insurer. In the event of death, such Insured Individual’s estate, heirs, executors or administrators must, within sixty 60) days of the expiration of the Policy Period, provide the Insurer with written proof of the date of death. In the event of total and permanent disability such Insured Individual or the Insured Individual’s legal guardian must, within sixty (60) days of the expiration of the Policy Period, provide the Insurer with written proof that such Insured Individual is totally and permanently disabled including the date the disability commenced, certified by the Insured Individual’s physician. The Insurer shall have the right to request, 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 Reporting Period If an Insured Individual permanently retires or otherwise voluntarily ceases the practice of law the Insurer will issue an endorsement for an Extended Reporting Period for such Insured Individual of unlimited duration for no additional 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 of 55. If an Insured Individual leaves the practice of law as a result of loss, suspension, revocation or surrender of the Insured Individual’s license because of threatened, pending or actual disciplinary action the Extended Reporting Periods outlined above are not available. III. DEFINITIONS Application means: A. Any portion of an application given to the Insurer for this Policy including any attachments, written information and materials provided to the Insurer by or on behalf of an Insured for the purposes of the Insurer’s underwriting of this Policy; and Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 3 of 15 B. Any warranty provided to the Insurer within the past three years in connection with any coverage part or Policy of which this Policy is a renewal or replacement. Breach Notice Law means any federal, state, local or foreign privacy legislation, 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 of a demand for arbitration or m ediation 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 in A. 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 software, applications, script, 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: Non-public personally identifiable information, as defined in applicable federal, state, local or foreign1. legislation or regulations including, social security number, driver’s license number or other personal identification number (including an employee identification number or student identification number); Financial account number (including a bank account number, retirement account number or healthcare2. spending account number); Credit, debit or payment card numbers; 3. Information related to employment by an Insured; 4. Individually identifiable information considered nonpublic personal information pursuant to Title V of the5. Gramm -Leach Bliley Act of 1999, as amended; or Individually identifiable information considered protected health information pursuant to the Health6. Insurance Portability and Accountability Act of 1996 (HIPAA), as amended; B. Trade secrets, data, designs, interpretations, forecasts, formulas, methods, practices, processes, reports or other information not included in 1. through 6. above; which is owned by an 4TInsured4T or for which an 4TInsured4T 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. A Wrongful Act; B. A potential dissolution of the Named Insured; C. Death, serious illness or departure of a principal, partner, owner, director, executive officer, risk manager or in-house general counsel of the Named Insured; D. Incident of workplace violence; or Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 4 of 15 E. Another event as agreed at the sole discretion of the Insurer; that the Named Insured reasonably believes will have a material adverse effect upon the reputation of the Named Insured. Crisis Event Expenses means reasonable fees, costs and expenses for consulting services incurred by the Insured provided by a public relations firm in response to a Crisis Event. Cyber Attack means the transmission of fraudulent or unauthorized Data that is intended to and successfully modifies, alters, damages, destroys, deletes, records, transmits, 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 of a System. Data means a representation of information, knowledge, facts, concepts or instructions which are being processed or have been processed in a 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 or overtime wages, salaries, fees or benefits of Insured Individuals) in the investigation, defense, settlement and appeal of a Claim, including but not limited to cost of consultants and witnesses, premiums for appeal, injunction, attachment or supersedeas bonds regarding such Claim. Disciplinary Proceeding means any formal administrative or regulatory proceeding by a regulatory or disciplinary official or agency to investigate or prosecute charges alleging professional misconduct or ethical violations in the performance of an Insured’s 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 of an Insured resulting from: A. The appointment by any federal or state official, 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 Insured, provided that such Professional Services inure to the benefit of the 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 agency, title insurance company or any other entity on whose behalf an Insured Individual acts as a title agent or designated issuing attorney. lnsured Individual means any past, present or future owner, partner, shareholder, employee, Independent Contractor, or Of Counsel attorney (including part-time, seasonal, leased or temporary employees), intern or volunteer of an Insured Entity while acting solely 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. Loss means Defense Expenses and the amount the Insured is legally obligated to pay as a result of a Claim including: A. Monetary judgments, awards or settlements, pre-judgment interest and post-judgment interest, back and front pay, compensatory damages; Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 5 of 15 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 is obligated to pay as a result of a Claim seeking relief or redress for non- monetary damages including injunctive relief; 3. Any amount deemed uninsurable by law; or 4. Fines, penalties, sanctions, taxes or fees. Media means electronic applications, software, scripts and programs on which Data is stored so that it can be collected read, retrieved or processed by a Computer. Media does not mean paper, 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 of 1986, as amended. Non-Profit Services means service by an Insured Individual in a Non-Profit Entity as any director, officer, trustee, regent, governor, 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 service is with the knowledge and express consent of an 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 or 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 Declarations to the earlier of the expiration date shown in ltem 2. of the Declarations or the effective date of termination of this Policy. Potential Claim means any Wrongful Act, facts or other circumstances which may subsequently give rise to a Claim. Predecessor Firm means any law firm or legal entity that, prior to the Inception Date shown in Item 2. of the Declarations: A. Is dissolved or inactive and is no longer rendering Professional Services; and B. Some or all of such firm’s principals, owners, officers, or partners have joined the Named Insured and more than fifty percent (50%) of such firm’s assets have been assigned or transferred to the Named Insured. Privacy Breach means: The Insured Entity’s failure to protect a Confidential Record including a Cyber Attack on the Insured’sA. Entity’s System or the actions of a Rogue Employee which directly results in the unauthorized disclosure of one or more Confidential Records; The theft or negligent loss of hardware, Media, System Output, Data or other documents owned orB. controlled by, or on behalf of, an Insured Entity on which Confidential Records are stored or recorded; The Insured’s negligent failure to disclose an event referenced in A. or B. above in violation of any BreachC. Notice Law; or Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 6 of 15 The Insured’s negligent violation of any applicable federal, state, foreign or local privacy legislation orD. regulation in connection with any Claim. Professional Services means: A. Services as a lawyer, mediator, arbitrator, notary public, administrator, conservator, receiver, executor, guardian, trustee, or in any similar fiduciary capacity, but only if the services render ed are those ordinarily performed by a lawyer; B. Services as a law clerk, paralegal, legal secretary or other legal support staff; C. Services (including title opinions or title certifications) performed for others for a fee as a title insurance agent, title abstractor, title searcher, escrow agent, or closing agent; D. Services as a speaker, author of legal treatises or lobbyist; E. Activities as a member of a formal accreditation, ethics, peer review, licensing board, standards review, 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 a governmental body, subdivision or agency unless such status is due only to the legal services 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 promoter, seller or solicitor of securities, real estate or other investments; or D. Any activity in the Insured’s capacity as a Certified Public Accountant, Insurance Broker or Agent or Real Estate Broker or Agent. Publishing Offense means: A. Oral, written, or electronic publication of material that slanders or libels a person or entity or disparages a person's or entity's goods, products, or services, provided that the Claim is made by a person or entity that claims to have been slandered or libeled, or whose goods, products, or services have allegedly been disparaged. B. Oral, written, or electronic publication of material that appropriates a person's likeness, unreasonably places a person in false light, or gives unreasonable publicity to a person's private life. Related Claims means all Claims based upon, arising from or in any way related to the same facts, circumstances, situations, transactions or events or the same series of facts, circumstances, situations, transactions or events. Related Wrongful Acts means Wrongful Acts which are logically or causally 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 access or has exceeded authorized access to a System or Confidential Records owned or controlled by the an Insured Entity or an entity that is authorized by an Insured to hold, process or store Confidential Records for the exclusive benefit of the Insured Entity. Security Breach means: The failure or violation of the security of the Insured Entity’s System including the impairment or denial ofA. access to the Insured Entity’s System, a Cyber Attack or unauthorized acts or omissions by a Rogue Employee which damages or harms the Insured Entity’s System or the System of a third party with whom the Insured Entity provides services for a fee; Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 7 of 15 The theft or loss of hardware or Media controlled by, or on behalf of, an Insured Entity on which Data isB. stored; or The failure to disclose an event in A. or B. above which violates any Breach Notice Law. C. 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. 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; Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 8 of 15 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 Omnib us 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. Beneficiary Or Distributee 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 Property Damage 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. Employment 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: Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 9 of 15 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, member, principal or stockholder or creditor; 3. Employs an Insured Individual; 4. Is directly or indirectly operated, controlled or managed by an Insured. L. Public Official Based upon, arising out of or in any way related to any Insured’s capacity as a public official, or employee of a government body, subdivision or agency, provided that this Exclusion will not apply to Professional Services rendered for such government body, subdivision or agency. M. Management Capacity Based upon, arising out of or in any way related to any Insured Individual’s capacity as a director or officer of any entity other than the Named Insured, provided however this Exclusion shall not apply to the Insured Individual’s capacity as a director or officer of a Non-Profit Entity. N. Common Office Space For a Wrongful Act of any person or entity with whom the Insured shares a common office space at the Insured’s premises and who is not an Insured under this Policy; or Brought against and Insured if such Claim arises solely out of a Wrongful Act of any other person or lawyer who is not an Insured including but not limited to claims based upon theories of partnersh ip by estoppel, apparent partnership, apparent agency, 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 trick, artifice, or the fraudulent misrepresentation of a material fact including but not limited to social engineering, pretexting, phishing, spear phishing or any other confidence trick). V. SPOUSES, DOMESTIC PARTNERS, ESTATES AND LEGAL REPRESENTATIVES Coverage shall extend to: A. A lawful spouse or domestic partner, as defined under any applicable federal, state or local law, of an Insured Individual solely by reason of such person’s status as spouse or domestic partner or such person’s 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 or bankrupt. Coverage shall not apply to Loss for Claims for any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty by an Insured Individual’s spouse, domestic partner, heir, estate, legal representative or assigns. VI. 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 concealment, provided that the Insured complied with all other terms, conditions and Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 10 of 15 provisions of this Policy. The Insurer has the right to recover against any Insured responsible for dishonest, criminal, malicious or fraudulent acts, errors, omissions, discrimination, concealment or any other illegal act, whether or not intentional, for Loss paid pursuant to this section. VII. DEFENSE AND SETTLEMENT OF CLAIMS 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 an d 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 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. C. The Insureds shall provide all information in connection with any Claim and cooperate with the Insurer in the investigation, defense and settlement of any Claim. D. No Insured shall settle any claim, admit any liability, waive any rights or, except at the Insured’s own cost, voluntarily make any payment, assume any obligation, or incur any expense related to a 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 Named Insured’s written 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 claimant, subject to the applicable Limit of Liability or Deductible, the Insurer’s liability for all Loss from such Claim 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 (80%) of such Loss in excess 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, unless 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 a Wrongful Act that occurred outside the United States, the Insured under our supervision may arrange for the investigation, 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. VIII. 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 or Related Claims during the Policy Period. Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 11 of 15 B. The applicable Limit of Liability for each Subpoena in Item 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.B. 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 loss of earnings for each Insured shown in the Declarations is the Insurer’s maximum liability for all loss of earnings for each Insured arising from a single appearance. The applicable Maximum aggregate Limit of Liability shown in the Declarations is the Insurer’s maximum liability for all loss 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 Expenses, Crisis Event Expenses and loss of earnings are in addition to, and not part of, the Professional Services Limits of Liability. IX. DEDUCTIBLE A. The Insurer’s liability under this Policy applies only to that part of covered Loss, Subpoena Response Expenses, Disciplinary Proceedings Expenses or Crisis Event Expenses which is in excess of the applicable Deductible for each Claim, Disciplinary Proceeding, appearance or Crisis Event stated in Item 3. of the Declarations. Such Deductible shall be borne by the Insureds uninsured and at their own risk. B. The most an Insured will pay for covered Loss for all Claims made during the Policy Period will not exceed the applicable Deductible amount for all Claims stated in Item 3. of the Declarations. If the Insurer is required or elects to pay the applicable Deductible on behalf of the Insured, 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 a Claim, Subpoena, Disciplinary Proceeding or Crisis Event as soon as practicable after the Insured becomes aware of a Claim, Subpoena, Disciplinary Proceeding or Crisis Event during the Policy Period but in no event later than: 1. Sixty (60) days after the effective date of expiration or termination; or 2. The expiration date of the Extended Reporting Period, if applicable, Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 12 of 15 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. 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. 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. 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. Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 13 of 15 B. An individual or entity may sue the Insurer to recover an agreed settlement or on a final judgment against 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 of Liability. 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 Acquisition of Named Insured If during the Policy Period: 1. The Named Insured merges with or is acquired by another individual, entity or group of individuals or entities where the Named Insured is 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 60) days after the effective date of the transaction or impairment, and provide such additional information as the Insurer requires. B. Cessation of Insured Entities If before or during the Policy Period an Insured Entity ceases 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 (15%) from the number of Insured Individuals at the inception of the Policy Period; 2. The Named Insured forms another entity, acquires a group of individuals, or merges with another entity where the Named Insured is the surviving entity; then coverage for such entity and its Insured Individuals shall be provided but only for Claims for Wrongful Acts on or after the date such entity was formed or acquired. If, as a result of such formation or acquisition the total revenues of the new entity or acquisition exceeds twenty five percent (25%) 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 individuals, or the end of the Policy Period, whichever is earlier, unless 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 Individual, as a result of loss, suspension, revocation or surrender of the Insured Individual’s license to practice law, leaves the practice of law; then 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 loss, suspension, revocation or surrender of such Insured Individual’s license. Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 14 of 15 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. 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. 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. XIX. BANKRUPTCY Bankruptcy of an Insured shall not relieve the Insurer of its obligations under this Policy. 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 upo n or any element of loss is due, respectively. 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. Lawyers Advantage Professional Liability Insurance Form 913 1001 02/17 Page 15 of 15 XXII. TITLES AND HEADINGS The titles and headings in this Policy are solely for convenience and form no part of the terms and conditions of coverage. XXIII. CONFORMANCE TO LAW AND TRADE SANCTIONS Coverage under this Policy does not apply to the extent trade, economic sanction, 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. XXIV. REPRESENTATIONS AND SEVERABILITY A. The declarations and statements in the Application for this Policy are representations and the Insurer has relied on such representations when issuing this Policy. Such representations are incorporated into and constitute part of this Policy. 1. The Application shall be construed as a 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 risk or the hazard assumed by the Insurer under this Policy, then no coverage shall be afforded for any Claim 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 to the extent it indemnifies any such Insured Individual; or 2. Any Insured Entity if any past or present President, Chief Executive Officer, 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). POLICYHOLDER NOTICE Form 913 1800 PHN 01/16 Page 1 of 1 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. POLICYHOLDER NOTICE Form 913 1801 PHN 01/16 Page 1 of 3 CUSTOMER NOTICE OF PRIVACY POLICY AND PRODUCER COMPENSATION PRACTICES DISCLOSURES—PRIVACY POLICY DISCLOSURE Collection of Information We collect personal information so that we may offer quality products and services. This information may include, 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 collected directly from you and/or from affiliated companies, non- affiliated third parties, consumer reporting agencies, medical providers and third parties such as the Medical Information Bureau. We, and the third parties we partner with, may track some of the web pages you visit through cookies, pixel tagging or other technologies. We currently do not process or comply with any web browser’s “do not track” signals or similar mechanisms that request us to take steps to disable online tracking. For additional information regarding online privacy, please see our online privacy statement, located at www.hanover.com. Disclosure of Information We may disclose non-public, personal information you provide, 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 assist us in processing and servicing your account. We also may share your information with regulatory or law enforcement agencies, reinsurers and others, as permitted or required by law. 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 to you. Our standards for disclosure apply to all of our current and former customers. Safeguards to Protect Your Personal Information We recognize the need to prevent unauthorized access to the information we collect, including information held in an electronic format on our computer systems. We maintain physical, electronic and procedural safeguards intended to protect the confidentiality and integrity of all non-public, personal information, including but not limited to social security numbers, driver’s license numbers and other personally identifiable information. Internal Access to Information Access to personal, non-public information is limited to those people who need the information to provide our custo mers with products or services. These people are expected to protect this information from inappropriate access, disclosure and modification. Consumer Reports In 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: character, general reputation, personal characteristics, mode of living; 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. POLICYHOLDER NOTICE Form 913 1801 PHN 01/16 Page 2 of 3 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 a gency and, under certain circumstances, you may be entitled to a copy at no cost. 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 business, please write to us, providing your complete name, address and policy number(s), and indicating specifically what you would like to see. If you request actual copies of your file, there may be a nominal charge. We will tell 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 policy, when the possibility of a 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 incorrect, please write to the consumer reporting agency or to us, whichever is applicable, explaining your position. The information in question will be investigated. If appropriate, corrections will be made to your file and the parties to whom the incorrect information was discl osed, if any, will be notified. However, if the investigation substantiates the information in the file, you wi ll be notified of the reasons why the file will not be changed. If you are not satisfied with the evaluation, you have the right to place a statement in the file explaining why you believe the information is incorrect. We also will send a copy of your stat ement 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 ensure that we remain compliant with all state and federal requirements. If any provision of our privacy policy is found to be non -compliant, then that provision will be modified to reflect the appropriate state or federal requirement. If any modifications are made, all remaining provisions of this privacy policy will remain in effect. For more detailed information about our customer privacy policy (including any applicable state- specific policies) and our online privacy statement, visit our Web site, located at www.hanover.com. Further Information If you have questions about our customer privacy policy (including any applicable state-specific policies) or our online privacy statement, or if you would like to request information we have on file, please write to us at our Privacy Office, N435, The Hanover Insurance Group, Inc., 440 Lincoln Street, Worcester, MA 01653. Please provide your complete name, address and policy number(s). A copy of our Producer Compensation Disclosure is also available upon written request addressed to the attention of the Corporate Secretary, N435, The Hanover Insurance Group, 440 Lincoln Stree t, Worcester, MA 01653. Producer Compensation Disclosure Our products are sold through independent agents and brokers, often referred to as “Producers.” We may pay Producers a fixed 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 www.hanover.com. POLICYHOLDER NOTICE Form 913 1801 PHN 01/16 Page 3 of 3 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. POLICYHOLDER NOTICE Form 913 1817 PHN 01/16 Page 1 of 1 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: Phone: 800.628.0250 (ext. 8556281) Fax: 508.926.4789 You may also email us directly at lawyerclaim@hanover.com or online at www.hanover.com/hpro/pli. Claims Requiring Expedited Handling 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 an swer within a limited timeframe Correspondence W e 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) POLICYHOLDER NOTICE Form 913 1818 PHN 01/16 Page 1 of 1 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 service s rendered while the policy was still in effect although the policy may have been cancelled or non -renewed, or when 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 ann ual premium. Length of "Tail Coverage" Offered "Tail Coverage" Premium 12 months coverage 24 months coverage 36 months coverage 60 months coverage 84 months coverage Unlimited coverage 1.00 of last annual premium 1.50 of last annual premium 1.75 of last annual premium 2.00 of last annual premium 2.50 of last annual premium 3.00 of last annual premium Extended Reporting Period Endorsements may be subject to state regulatory requirements. Please contact your agent or customer service representative for pricing specific to your situation and location. Coverage: Lawyers Professional Liability Endorsement Number: 1 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1011 01/16 Page 1 of 1 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 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") 913-1011 01/16 Schedule of Forms 913-1016 12/16 Modified Retroactive Date for Insured Individuals 913-1102 01/16 Employment Wrongful Act Defense Expense Sublimit 913-1103 01/16 Pre-Claim Assistance Coverage 913-1307 01/16 Exclude Punitive Damages 913-1501 01/16 Insured Recommend Counsel 913-1509 01/16 Reduce Deductible for Mediation 913-1511 01/16 Deductible Not Apply to Defense Expense ("First Dollar Defense") 913-1609 01/16 Washington State Amendatory Endorsement Coverage: Lawyers Professional Liability Endorsement Number: 1 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 Form 913 1016 12/16 Page 1 of 1 Endorsement MODIFIED RETROACTIVE DATE FOR INSURED INDIVIDUALS In consideration of the premium charged it is agreed that: A. Section III. Definitions, the definition Insured Individual is deleted and replaced by: lnsured Individual means any past, present or future owner, partner, shareholder, employee, Independent Contractor, or Of Counsel attorney (including part-time, seasonal, leased or temporary employees), intern or volunteer of an Insured Entity while acting solely within his or her capacity and scope of duties which includes professional services performed on behalf of the Insured Entity, Named Insured, Predecessor Firm or Non-Profit Entity. B. W ith respect to any Claim based upon, arising out of or in any way related to a Wrongful Act committed or allegedly committed by an Insured Individual listed below the Retroactive Date shown in Item 4. of the Declarations is deleted and replaced with the applicable Retroactive Date shown below. Insured Individual Retroactive Date Michael Rio 4/1/2009 Bronson Brown 4/8/2009 James Bell 4/8/2009 All other term s and conditions remain unchanged. The title and any headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Coverage: Lawyers Professional Liability Endorsement Number: 2 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1102 01/16 Page 1 of 2 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 Coverage: Lawyers Professional Liability Endorsement Number: 2 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1102 01/16 Page 2 of 2 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, host ile 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. Coverage: Lawyers Professional Liability Endorsement Number: 3 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1103 01/16 Page 1 of 1 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 Sublimit 1,000,000 each Claim not to exceed; 2,000,000 Maximum Aggregate 2,500 each Claim 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. Coverage: Lawyers Professional Liability Endorsement Number: 4 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1307 01/16 Page 1 of 1 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. Coverage: Lawyers Professional Liability Endorsement Number: 5 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1501 01/16 Page 1 of 1 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. Coverage: Lawyers Professional Liability Endorsement Number: 6 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1509 01/16 Page 1 of 1 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. Coverage: Lawyers Professional Liability Endorsement Number: 7 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1511 01/16 Page 1 of 1 DEDUCTIBLE NOT APPLY TO DEFENSE EXPENSE FIRST DOLLAR DEFENSE”) In consideration of the premium charged it is agreed that: Section IX.A. Deductible is deleted and replaced by: A. The Insurer’s liability under this Policy applies only to that part of covered Loss, other than Defense Expenses, Subpoena Response Expenses, Disciplinary Proceedings Expenses or Crisis Event Expenses which is in excess of the applicable Deductible for each Claim, Disciplinary Proceeding, appearance or Crisis Event stated in Item 3. of the Declarations. Such Deductible shall be borne by the Insureds uninsured and at their own risk. Coverage: Lawyers Professional Liability Endorsement Number: 8 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1609 01/16 Page 1 of 2 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. W ritten 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 Coverage: Lawyers Professional Liability Endorsement Number: 8 Issued To: BELL, BROWN & RIO, PLLC Policy Number: LH2-9844586-07 Issued By: The Hanover Insurance Company Effective Date: 04/08/2020 All other term s and conditions rem ain unchanged. The title and an y headings in this endorsem ent are solely for convenience and form no part of the terms and conditions of coverage. Endorsement Form 913 1609 01/16 Page 2 of 2 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)”. CERTIFICATE OF INSURANCE Producer: Mainstreet Financial Services, Inc. 150 Nickerson Street Suite 201 Seattle, WA 98109 Insured: Bell, Brown & Rio, PLLC 410 North Neel Street Suite A Kennewick, WA 99336 Company Affording Coverage: The Hanover Insurance Company Coverage This is to certify that the policy of insurance listed below has 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 policy described here is subject to all the terms, exclusions and conditions of the policy. Limits shown may have been reduced by paid claims. Type of Insurance: Legal Professional Liability Policy Number: LH2 9844586 07 Policy Effective Date: 04/08/2020 Policy Expiration Date: 04/08/2021 Per Claim Limit: $1,000,000 Annual Aggregate Limit: $2,000,000 Description of Operations: Professional legal services in the private practice of law. Certificate Holder: City of Pasco 525 North 3rd Pasco, WA 99301 Cancellation Should any of the above described policies be canceled before the expiration date, the issuing company will endeavor to mail written notice to the certificate holder named above but failure to mail such notice will impose no obligation or liability of any kind upon the company, its agents or representatives. By: Date: July 24, 2020