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CAG2019-481 - Original - Madrona Law Group, PLLC - Legal Services - 11/26/2019
Agreement Routing Form KEN T For Approvals,Signatures and Records Management WASHINGTON This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Originator. Pat Fitzpatrick Department. Law Date Sent: 12/2/2019 Date Required: R > Authorized Director or Designee Date of O N/A a to Sign: Council a Mayor Approval: Budget N/A Grant? Yes No Account Number: Type: N/A Vendor Madrona Law Group, PLLC Category: Contract Name: C Vendor Sub-Category Other O Number. EProject L4 6AL 56fKV1 c t__ S A. Name: O c Project �. Details: c 0 Agreement Basis for a 9 Variable aSelection of Direct Negotiation Amount. v+ Contractor. a Start Date: November 26, 2019 Termination Date: N/A Notice required prior to Yes No Contract Number: disclosure? Date Received by City Attorney. Comments: c 3 / � O CC N 41 i 3 i� R Date Routed to the Mayor's Office: M d Date Routed to the City Clerk's Office: ac Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373_6_19 AGREEMENT FOR LEGAL SERVICES of This Agreement for Legal Services ("Agreement") is made on this o` b day of _, 2019, between Madrona Law Group, PLLC ("Attorneys") and the City of Kent ("Client"). SECTION 1. LEGAL SERVICES. Attorneys shall provide legal services to Client as requested and directed by Pat Fitzpatrick, City Attorney. Kim Adams Pratt shall be designated as the lead attorney for Attorneys. SECTION 2. RESPONSIBILITIES OF ATTORNEYS AND CLIENT. Attorneys will perform the legal services called for under this Agreement in accordance with the rules of professional responsibility for attorneys in Washington State, keep Client informed of progress and developments, and respond promptly to Client's inquiries and communications. Client will be truthful and cooperative with Attorneys, keep Attorney reasonably informed of developments, and timely make any payments required by this Agreement. SECTION 3. COMPENSATION. A. Client will pay Attorneys for the legal services provided under this Agreement pursuant to the fees listed in Exhibit A. Attorneys will charge in increments of one tenth of an hour, rounded off for each particular activity to the nearest one tenth of an hour. The minimum time charged for any particular activity will be one tenth of an hour. Attorneys will charge for all activities undertaken in providing legal services to Client under this Agreement, including, but not limited to, the following: attending meetings, conferences and court appearances; preparing for and participating in depositions; reviewing and preparing correspondence and legal documents;performing legal research and writing legal opinions; drafting of court papers, ordinances, and resolutions and engaging in telephone conversations. Attorneys will charge for their reasonable travel time at Attorneys' normal hourly rates.When two of more of Attorneys'personnel are engaged in working on a matter at the same time, such as in conferences between them, the time of each will be charged at his or her hourly rate. B. Attorneys will review their hourly rates once per year. If,while this Agreement is in effect, Attorneys implement an increase in the hourly rates being charged to clients, that increase may be applied to fees incurred under this Agreement, but only with respect to services provided thirty(30)days or more after written notice of the increase is mailed to Client. If Client declines to accept the increased rates, the parties may negotiate an alternate rate, or Client may terminate this Agreement by written notice effective when received by Attorneys, provided Client executes and returns a substitution-of-attorney form immediately on its receipt from Attorney if Attorneys are Client's attorney of record in any proceeding. 1 SECTION 4. COSTS. A. Client will pay all costs in connection with Attorneys' representation of Client under this Agreement. Costs may be advanced by Attorney and then billed to Client. Costs include, but are not limited to, court filing fees, deposition costs, expert fees and expenses, investigation costs, messenger service fees, postage fees, photocopying expenses, and process server fees. B. Attorneys shall not charge Client for mileage costs, nor for long-distance telephone charges. In addition, Attorneys shall not charge Client for legal research fees incurred by Attorneys as part of their standard use of any online legal research database. Extraordinary legal research costs may be billed to the Client upon Client's approval. SECTION 5. STATEMENTS A. Attorneys shall render to Client a statement for fees, costs, and expenses incurred on a periodic basis (generally monthly). Such statement(s) shall indicate the basis of the fees, including the hours worked, the hourly rate(s), and a brief description of the work performed. Separate billing categories can be established to track costs associated with Client funding categories or to track project costs, or such other basis as the Client may direct. Reimbursable costs shall be separately itemized. B. Payments shall be made by Client within thirty(30)days of receipt of the statement,except for those specific items on an invoice which are contested or questioned and are returned by Client with a written explanation of the question or contest, within thirty (30) days of receipt of the invoice. Payments made more than thirty (30) days after the due date shall draw interest at the rate of 12%per annum. SECTION 6. INDEPENDENT CONTRACTOR Attorneys shall perform all legal services required under this Agreement as an independent contractor of Client, and shall remain, at all times as to Client, a wholly independent contractor with only such obligations as are required under this Agreement. Neither Client, nor any of its employees,shall have any control over the manner,mode,or means by which Attorneys, its agents or employees, render the legal services required under this Agreement, except as otherwise set forth and as required by the rules of professional conduct applicable to Attorneys. Client shall have no voice in the selection, discharge, supervision or control of Attorneys' employees, servants, representatives, or agents,or in fixing their number, compensation, or hours of service. SECTION 7. INSURANCE. Attorneys shall maintain for the duration of this Agreement professional liability insurance with limits no less than $1,000,000 per claim and $3,000,000 policy aggregate limit. Attorneys shall provide Client with written notice of any policy cancellation within two business days of their receipt of such notice. Failure on the part of Attorneys to maintain the insurance as required shall 2 constitute a material breach of contract, upon which Client may, after giving five business days' notice to Attorneys to correct the breach, immediately terminate the contract. SECTION 8. NOTICES Notices required pursuant to this Agreement shall be given by personal service upon the party to be notified,or by delivery of same into the custody of the United States Postal Service,or its lawful successor; postage prepaid and addressed as follows: CLIENT: City of Kent Attn: City Attorney 220 Fourth Ave. S Kent, WA 98032 ATTORNEYS: Madrona Law Group, PLLC 14205 SE 361h Street Suite 100, PMB 440 Bellevue, WA 98006 Service of a notice by personal service shall be deemed to have been given as of the date of such personal service. Notice given by deposit with the United States Postal Service shall be deemed to have been given two (2) consecutive business days following the deposit of the same in the custody of said Postal Service. Either party hereto may, from time to time, by written notice to the other, designate a different address or person which shall be substituted for that specified above. SECTION 9. TERM A. This Agreement shall be effective upon mutual execution by the parties, and shall remain in full force and effect until terminated by either party hereto. Client may discharge Attorneys at any time. Attorneys may withdraw from Client's representation at any time, to the extent permitted by law, and the Rules of Professional Conduct, upon thirty (30) days' notice to Client. B. In the event of such termination or withdrawal, Client will pay Attorneys professional fees and costs, in accordance with this Agreement, for all work done (and costs incurred) through the date of cessation of legal representation. SECTION 10. CONFLICTS Attorneys have no present or contemplated engagements which are adverse to the Client. Attorneys agree that they shall not represent any other client in a matter (either litigation or non- litigation) in which Attorneys' representation would be adverse the Client. If, in the future, the 3 Client asks Attorneys to represent the Client in a matter that is adverse to another current or former client of Attorneys, Attorneys will determine whether and under what circumstances Attorneys may undertake such representation and, if appropriate, seek informed consent(s) from affected parties. SECTION 11. GENERAL PROVISIONS. This Agreement sets forth the entire agreement of the parties. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Washington. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement. CITY OF KENT MADRONA LAW GROUP, PLLC y: By: Arthur"Pat" itzpatrick,City Attorney Kim,Adams Pratt, Member Dated: // 6Dated; 4 EXHIBIT A MADRONA LAW GROUP, PLLC 2019-2020 HOURLY RATES ATTORNEYS: Eileen M. Keiffer $270 David A. Linehan $355 Kim Adams Pratt $355 Ann Marie J. Soto $270 Rachel B.Turpin $270 STAFF: Paralegal $150 Legal Assistant $90 5 ASPEN AMERICAN INSURANCE COMPANY Administrative Offices Statutory Home Office v 590 Madison Avenue, 7th Floor 350 North St. Paul Street New York, NY 10022 Dallas, TX 75201 ASPEN THIS IS BOTH A CLAIMS MADE AND REPORTED INSURANCE POLICY. THIS IS A CLAIMS MADE AND REPORTED POLICY. THIS POLICY APPLIES TO THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED AND REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD. UNLESS THIS POLICY IS OTHERWISE ENDORSED, CLAIM EXPENSES ARE WITHIN AND REDUCE THE LIMITS OF LIABILITY. PLEASE READ THIS POLICY CAREFULLY. LAWYERS PROFESSIONAL LIABILITY POLICY DECLARATIONS COMPANY: ASPEN AMERICAN INSURANCE COMPANY POLICY NUMBER: LPP003796-01 RENEWAL OF: New PRODUCER NAME &ADDRESS: B&B Protector Plans, Inc. d/b/a The Lawyer's Protector Plan 655 North Franklin Street Suite 1900 Tampa, FL 33602 1. NAMED INSURED: Madrona Law Group, PLLC 2. ADDRESS: 15625 Southeast 160th Place Renton, WA 98058 3. POLICY PERIOD: EFFECTIVE DATE: 11/25/2019 EXPIRATION DATE: 11/25/2020 12:01 A.M. Standard Time at the address of the Named Insured as stated in Item 1. above. 4. LIMITS OF LIABILITY (Inclusive of claim expenses X , or; exclusive of claim expenses ): A. $1,000,000 Limit of Liability - Each Claim B. $3,000,000 Limit of Liability - Policy Aggregate ASP LPP 062 DEC (12 13) Page 1 of 2 5. DEDUCTIBLE (Inclusive of claim expenses X , or; exclusive of claim expenses ): A. $5,000 Each Claim B. $N/A Aggregate 6. PREMIUM: $5,257.00 TAXES and/or SURCHARGES: $0.00 TOTAL: $5,257.00 7. NOTICES TO BE SENT TO: Report a Claim in Writing: All Other Notices: Claims Department Lawyer's Protector Plan Lawyer's Protector Plan 655 North Franklin Street 655 North Franklin Street Suite 1900 Suite 1900 Tampa, FL 33602 Tampa, FL 33602 800-282-6955 Fax 888-239-2663 Fax 813-223-9547 Email: Ippclaims@bbprograms.com Email: Ipp@bbprograms.com For claims related questions, please call: 813-222-4291 Toll Free: 800-336-5529 ext. 14291 8. RETROACTIVE DATE (if applicable): 11/25/2019 9. FORMS AND ENDORSEMENTS ATTACHED AT POLICY EFFECTIVE DATE: ASP LPP 062 DEC (12 13) Lawyers Professional Liability Declarations ASP CO 098 (02 13)AAIC Signature Page ASP LPP 063 (11 13) Lawyers Professional Liability Policy ASP LPP 064 (11 13) OFAC Endorsement ASP LPP 085 WA (12 13) Washington Amendatory Endorsement ASP LPP 001 (11 13) Claim Exclusion Endorsement By acceptance of this policy, the Insured agrees that the statements in the Declarations, the Application and any attachments hereto are the Insured's agreements and representations and that this policy embodies all agreements existing between the Insured and the Company or any of its Authorized Representatives relating to this insurance. ASP LPP 062 DEC (12 13) Page 2 of 2 Aspen American Insurance Company V ASPEN SIGNATURE PAGE IN WITNESS WHEREOF, the Company has caused this Policy to be signed by its President and Secretary and countersigned where required by law on the Declarations page by its duly Authorized Representative. Secretary President ASPCO098 0213 ©Aspen American Insurance Company, 2013 Page 1 of 1 ASPEN AMERICAN INSURANCE COMPANY THIS IS A CLAIMS MADE AND REPORTED POLICY. CLAIM EXPENSES ARE WITHIN AND REDUCE THE LIMIT OF LIABILITY. PLEASE READ THE ENTIRE POLICY CAREFULLY. LAWYERS PROFESSIONAL LIABILITY POLICY Words and phrases that appear in bold print have special meanings that are defined in Section III. DEFINITIONS. I. INSURING AGREEMENTS A. Coverage The Company will pay on behalf of the Insured all sums in excess of the deductible that the Insured shall become legally obligated to pay as damages and claim expenses as a result of a claim first made against the Insured and reported in writing to the Company during the policy period or the extended reporting period (if applicable), by reason of an act or omission, including personal injury, in the performance of professional services by the Insured or by any person for whom the Insured is legally liable, provided that: 1. No Insured had a basis to believe that any such act or omission, or related act or omission, might reasonably be expected to be the basis of a claim prior to: a. The inception date of the first policy issued and continuously renewed by the Company; or b. The date the Insured first became a member or employee of the Named Insured or predecessor firm, whichever is later. 2. Neither the act or omission nor any related act or omission occurred prior to the retroactive date, if applicable. B. Defense The Company shall have the right and duty to defend, in the Insured's name and on the Insured's behalf, a claim covered by this policy even if any of the allegations of the claim are groundless, false or fraudulent. The Company shall have the right to appoint counsel and to make such investigation and defense of a claim as is deemed necessary by the Company. If a claim shall be subject to arbitration or mediation, the Company shall be entitled to exercise all of the Insured's rights in the choice of arbitrators or mediators and in the conduct of an arbitration or mediation proceeding. C. Settlement The Company shall not settle any claim without the consent of the Named Insured. If the Named Insured refuses to consent to a settlement within the policy's applicable limit of liability that is recommended by the Company and acceptable to the claimant, then the Company's limit of liability under this policy will be reduced to the sum of the amount of damages for which the claim could have been settled, plus all claim expenses incurred up to the time the Company made its recommendation (the "Reduced Limit of Liability"). In addition, if the Reduced Limit of Liability is exhausted, the Company will pay fifty percent (50%) of all claim expenses and damages incurred thereafter, subject at all times to the applicable limit of liability as specified in Section II., Subsection A., Limits of Liability - Each Claim and Subsection B., Limit of Liability - Policy Aggregate. ASP LPP 063 (11 13) Page 1 of 13 D. Exhaustion of Limits The Company is not obligated to pay any damages or claim expenses or to defend or continue to defend any claim after the applicable limit of liability has been exhausted by the payment of damages or claim expenses or any combination thereof; or after the Company has deposited the applicable limit of liability into a court of competent jurisdiction or tendered the applicable limit of liability to the Named Insured or, if applicable, to the excess insurer(s) of the Named Insured. In such case, the Company shall have the right to withdraw from the further investigation, defense or settlement of such claim by tendering control of said investigation, defense and settlement of the claim to the Named Insured. II. LIMITS OF LIABILITY AND DEDUCTIBLE A. Limit of Liability- Each Claim Subject to Subsection B. below, the Company's limit of liability for damages and claim expenses for each claim first made against the Insured and reported in writing to the Company during the policy period shall not exceed the amount shown in Item 4.A. in the Declarations for "Each Claim." B. Limit of Liability- Policy Aggregate The Company's limit of liability for damages and claim expenses for all claims first made against the Insured and reported in writing to the Company during the policy period shall not exceed the aggregate amount shown in Item 4.6. in the Declarations as the "Policy Aggregate." C. Deductible 1. The deductible amount shown in Item 5. of the Declarations is the Insured's obligation for each claim and applies to the payment of damages and claim expenses. The deductible will be paid by the Named Insured, or upon the Named Insured's failure to pay, jointly and severally by all Insureds, within thirty (30) days of the Company's demand for payment. The limits of liability set forth in the Declarations are in addition to, and in excess of, the deductible. 2. If within one (1) year following the date a claim is reported in writing to the Company, the claim is resolved by agreement, with the consent of the Named Insured and the Company, as reflected in a signed settlement agreement, the Named Insured will be reimbursed or credited 50% of the deductible, but not to exceed a reimbursement or credit of $10,000 per claim and $25,000 per policy period for all such claims resolved or concluded in accordance with this Subsection. D. Multiple Insureds, Claims and Claimants The limits of liability shown in Item 4. of the Declarations is the maximum amount the Company will pay under this policy for damages and claim expenses regardless of the number of Insureds, claims made or claimants. All related claims made against any Insured shall be considered a single claim, first made when the earliest of the related claims was first made; provided, however, nothing in this Subsection shall alter the Insured's obligation to give written notice of any claim made against the Insured as soon as reasonably practicable. If this policy and any other policy issued by the Company applies to the same claim, including any extended reporting periods of such policy or policies, then only the policy with the highest remaining limit of liability shall apply. ASP LPP 063 (11 13) Page 2 of 13 E. Supplementary Payments Supplementary payments are not subject to the deductible and are in addition to the limits of liability. 1. Defense of Disciplinary Actions The Company will provide for the defense of any disciplinary action brought against the Insured and reported in writing to the Company during the policy period. The Company's maximum liability in this regard for all legal defense fees and expenses incurred by the Insured in the defense of any disciplinary action shall be $30,000 per disciplinary action and $60,000 per policy period, regardless of the number of Insureds or number of disciplinary actions. 2. Reimbursement for Security Incident Response Expenses The Company will reimburse the Named Insured for any security incident response expenses up to a maximum of $10,000 per security incident and $25,000 per policy period. Security incident response expenses are any expenses incurred by the Insured to: 1) hire cyber forensic analysts to determine the extent of an actual security breach that has occurred; or 2) comply with state or local privacy laws requiring that notification and credit monitoring services are to be provided to individuals when the security, confidentiality or integrity of their personal information has been compromised. 3. Expense Reimbursement The Company will reimburse the Insured for actual loss of earnings and reasonable expenses incurred at the Company's request for attendance at trial or a hearing, arbitration or mediation in connection with a claim reported under this policy. The Company's obligation to reimburse the Insured under this provision shall be subject to a maximum amount of $500 per day, $10,000 per claim, and $30,000 per policy period, regardless of the number of trials, hearings, mediations, or arbitration proceedings or the number of Insureds. 4. Subpoena Expenses Subject to a maximum $25,000 limit per policy period, the Company will pay for all legal defense fees and expenses incurred in responding to a subpoena for documents or testimony first received by an Insured and reported in writing to the Company during the policy period or an extended reporting period (if applicable) by reason of an act or omission in the performance of professional services by the Insured or by any person for whom the Insured is legally liable. The Company will, at the Insured's request, and upon receipt of a copy of the subpoena, retain an attorney to provide advice regarding the production of documents, to prepare the Insured for sworn testimony and represent the Insured at their deposition, provided that: a. The subpoena arises out of a lawsuit to which the Insured is not a party; and b. The Insured has not been engaged to provide advice or testimony in connection with the lawsuit, nor has the Insured provided such advice or testimony in the past. Any notice given to the Company of such subpoena shall be deemed notification under Section V A.2 of this policy. 5. Non-Profit Directors and Officers Coverage The Company will reimburse the Insured up to a maximum of$10,000 per policy period for damages and claim expenses arising out of any Insured's activities, while acting as a ASP LPP 063 (11 13) Page 3 of 13 Director or Officer of a non-profit organization, as defined by the Internal Revenue Service, provided that such activities have been disclosed to the Company in the application or other written notification which has been accepted by the Company. Coverage afforded shall be excess of all valid and collectible Directors and Officers Liability Insurance. The Company shall not be obligated to provide any coverage or benefit under Section II., E. Supplementary Payments, after the Company's aggregate limit of liability has been exhausted by payment of damages and/or claims expenses. III. DEFINITIONS A. Bodily injury means physical injury, sickness or disease sustained by any person including death resulting from any of these at any time; or mental illness, mental anguish or emotional distress, pain and suffering, or shock sustained by that person whether or not resulting from injury to the body, sickness, disease, or death of any person. B. Claim means a demand for money or services, naming the Insured, arising out of an act or omission in the performance of professional services. A claim also includes the service of suit, a request that an Insured waive a legal right or sign an agreement to toll a statute of limitations, or the institution of an arbitration proceeding against the Insured. C. Claim expenses means: 1. Fees charged by attorneys designated by the Company or designated by the Insured with the Company's prior written consent; 2. All other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, negotiation, arbitration, mediation, defense, or appeal of a claim if incurred by the Company or by the Insured with the Company's prior written consent; and 3. Premiums on appeal bonds, attachment bonds or similar bonds; provided, however, that the Company is not obligated to apply for or furnish any such bond. Claim expenses do not include fees, costs or expenses of employees or officers of the Company, or salaries, loss of earnings or other remuneration by or to any Insured. D. Company means the insurance company named in the Declarations. E. Damages means any compensatory sum and includes a judgment, award or settlement, provided any settlement is negotiated with the Company's written consent. Damages do not include: 1. The return, reduction or restitution of fees, expenses or costs for professional services performed, or to be performed, by the Insured and injuries that are a consequence of the foregoing; 2. Fines, penalties, forfeitures, or sanctions; 3. The multiplied portion of any multiplied awards; 4. Injunctive or declaratory relief; or 5. Punitive or exemplary damages. ASP LPP 063 (11 13) Page 4 of 13 F. Disciplinary action means an action, inquiry or investigation brought against the Insured by a bar association, licensing board, disciplinary board, peer review committee, or similar entity alleging professional misconduct or violation of the Code of Professional Responsibility; provided that such proceeding arises from an act or omission described in Section I.A. herein. G. Extended reporting period means the period of time after the end of the policy period for reporting claims to the Company that are first made against the Insured during the applicable extended reporting period by reason of an act or omission, which was committed prior to the end of the policy period and on or subsequent to the retroactive date, and is otherwise covered by this policy. H. Insured means: 1. The Named Insured; 2. Any predecessor firm; 3. Any past, present or future partner, incorporated partner, officer, director, stockholder, member, manager, associate, independent contractor, professional corporation, employee, or "of counsel" of the Named Insured, but only with respect to professional services performed on behalf of the Named Insured or any predecessor firm; 4. Any Insured's spouse or domestic partner, but only with respect to any claim resulting from professional services performed on behalf of the Named Insured or any predecessor firm; or 5. The estate, heirs, executors, administrators, and legal representatives of any Insured in the event of the Insured's death, incapacity or bankruptcy, but only with respect to professional services performed on behalf of the Named Insured prior to such Insured's death, incapacity or bankruptcy. I. Named Insured means the persons or entities specified in Item 1. of the Declarations or specifically designated by endorsement. J. Personal injury means: 1. False arrest, detention or imprisonment; 2. Malicious prosecution; 3. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord or lessor; 4. a. Oral or written publication, in any manner, including electronic form, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; or b. Oral or written publication, in any manner, including electronic form, of material that violates a person's right of privacy; Except oral or written publication, in any manner, which arises out of advertising, broadcasting or telecasting activities conducted by, or on behalf of, the Insured. K. Policy period means the period of time from the effective date shown in Item 3. of the Declarations to the earliest of the date of termination, expiration or cancellation of this policy. ASP LPP 063 (11 13) Page 5 of 13 L. Property damage means: 1. Physical injury to tangible property including all resulting loss of use of that property; or 2. Loss of use of tangible property that is not physically injured. M. Predecessor firm means any partnership, professional association, limited liability partnership, limited liability corporation or corporation, which has undergone dissolution, and: 1. The Named Insured is the majority successor in interest to the financial assets and liabilities; and 2. At least fifty-one percent (51%) of the lawyers in such firm became an owner, partner, officer, director, stockholder-employee, or other lawyer-employee of the Named Insured. N. Professional services means services performed by the Insured: 1. For a client in the Insured's capacity as a lawyer in good standing, mediator, arbitrator, notary public, lobbyist or hearing officer; 2. As an administrator, conservator, executor, guardian, trustee, receiver, or in any similar fiduciary capacity; or as a title agent or legal expert provided that such services are performed in connection with, and incidental to, the Insured's practice of law; provided, however, that no coverage shall apply to any claim made against the Insured as a beneficiary or distributee of any trust or estate; 3. As a member of a bar association or other legal or lawyer-related ethics, peer review, accreditation, licensing or similar board, committee, or organization; 4. As an author, but only for the publication or presentation of legal research papers or similar work and only if the fees generated annually from all such work are less than $25,000; and 5. On a pro bono basis performed with the knowledge and consent of the Named Insured. O. Related acts or omissions means all acts or omissions in the rendering of professional services that are temporally, logically or causally connected by any common fact, circumstance, situation, transaction, event, advice, or decision. P. Related claims mean all claims arising out of a single act or omission or arising out of related acts or omissions. Q. Retroactive date means the date shown in Item 8. of the Declarations, on or after which any act or omission must have occurred for coverage to apply. R. Security incident means the unauthorized access of, or use of, data containing private or confidential information in connection with the performance of professional services which results in the violation of any Privacy Regulation. IV. EXCLUSIONS The Company will not defend or pay any claim: A. Based on or arising out of any dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission by the Insured. The Company will provide the Insured with a defense of such claim unless and until such dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission has been determined by any final adjudication, finding of fact or admission by the Insured. Such defense will not waive any of the Company's rights under this policy. Upon ASP LPP 063 (11 13) Page 6 of 13 establishment that the dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission by the Insured was committed, the Company will have the right to seek recovery of the claim expenses incurred from the Insured found to have committed such acts or omissions. This exclusion shall not apply to those Insureds who did not personally participate or personally acquiesce in or remain passive after having knowledge of such conduct. Each Insured must promptly comply with all provisions of this policy upon learning of any concealment; B. Based on or arising out of bodily injury or property damage; C. Based upon or arising out of discrimination, humiliation, harassment, or misconduct including, but not limited to, claims based on allegations relating to an individual's race, creed, color, age, gender, national origin, religion, disability, marital status, or sexual preference; D. Based on or arising out of the Insured's capacity as an officer, director, partner, manager, trustee, or employee of any company, corporation, operation, organization, or association other than the Named Insured or any predecessor firm; provided, however, that this exclusion does not apply to services performed as a trustee where such services are performed in connection with, and incidental to, the Insured's practice of law or while acting as a Non-Profit Director or Officer as defined in Section II., E. 5. of this policy; E. Based on or arising out of professional services performed for or by any business enterprise not named in Item 1. of the Declarations if, on or after the date or time of the act or omission giving rise to such claim: 1. Any Insured controlled, owned, operated, or managed or intended to control, own, operate, or manage such entity; or 2. Any Insured was, or intended to become, an owner, partner, member, director, officer, or employee of such entity. Control of or ownership in a business enterprise is established if the Insured, or the Insured's spouse or domestic partner, own or hold, individually or collectively, directly or indirectly, 20% or more of the equity and/or debt instruments of such enterprise; F. By or on behalf of the Insured against any other Insured unless such claim arises out of professional services performed by such other Insured in an attorney/client relationship with the Insured making the claim; G. Based on or arising out of the alleged certification or acknowledgment by the Insured, in his or her capacity as a notary public, of a signature on a document that the Insured did not witness being placed on the document; H. Based on or arising out of liability assumed by any Insured under any contract or agreement, unless such liability would have attached to the Insured even in the absence of such contract or agreement; I. Based on or arising out of the loss or destruction of or diminution in the value of any asset in the Insured's care, custody or control, or out of the misappropriation of, or failure to give an account of, any asset in the Insured's care custody or control, including the commingling of funds; J. Based upon or arising out of investment or financial advice or any product referrals even where such services are performed in connection with and are incidental to the Insured's practice of law. ASP LPP 063 (11 13) Page 7 of 13 V. CONDITIONS A. Reporting of Claims and Potential Claims 1. The Insured, as a condition precedent to the obligations of the Company under this policy, will give written notice of any claim made against the Insured as soon as reasonably practicable. 2. If during the policy period, any Insured becomes aware of any act or omission which may reasonably be expected to be the basis of a claim against any Insured, including but not limited to any notice, advice or threat, whether written or verbal, that any person or entity intends to hold the Insured responsible for any alleged act or omission and gives written notice to the Company with all full particulars, including: a. The specific act or omission; b. The dates and persons involved; c. The identity of anticipated or possible claimants; d. The circumstances by which the Insured first became aware of the potential claim; and e. Potential damages or injury; Then any claim that is subsequently made against the Insured arising out of such act or omission will be deemed to have been made on the date such written notice was received by the Company. The Insured shall give all written notices to the Company under this Condition V.A.1. and V.A.2. as specified in Item 7. of the Declarations. If notices are mailed or e-mailed, the date of mailing or e-mailing of such notice will constitute the date such notice was given and proof of mailing or e- mailing to the stated address shall be sufficient proof of notice. B. Claim Reporting Grace Period This policy will provide coverage for claims that are first made against the Insured during the policy period and reported by the Insured in writing to the Company within thirty (30) days after the expiration of the policy period, provided that prior to the expiration of this policy, the Insured was in compliance with all the terms and conditions of this policy, including payment of all premiums and deductibles when due. The claim reporting grace period does not extend the policy period. C. Assistance and Cooperation 1. The Insured will cooperate with the Company in the defense, investigation and settlement of any claim. Upon the Company's request, the Insured will attend a trial or a hearing, arbitration, or mediation and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits and proceedings in connection with a claim. 2. The Insured will assist in the enforcement of any right of contribution or indemnity against any person or organization who or which may be liable to any Insured in connection with a claim. 3. The Insured will not, except at the Insured's own cost, voluntarily make any payment, assume or admit any liability or incur any expense without the prior written consent of the Company. The Company shall have no obligation to pay or reimburse any person or entity ASP LPP 063 (11 13) Page 8 of 13 for sums expended to defend any claim otherwise covered under this policy prior to written notice of such claim being received by the Company. D. Action Against the Company 1. No action may be brought against the Company: a. Unless, as a condition precedent thereto, the Insured has fully complied with all the terms and provisions of this policy; and b. Until the amount of the Insured's obligation to pay has been finally determined either by judgment against the Insured after actual trial and appeal or by written agreement of the Insured, the claimant and the Company. 2. Nothing contained in this policy will give any person or organization the right to join the Company as a defendant, co-defendant or other party in any action against the Insured to determine the Insured's liability. E. Bankruptcy Bankruptcy or insolvency of the Insured or of the Insured's estate will not relieve the Company of any of its obligations hereunder. F. Other Insurance The insurance provided for in this policy shall be excess over all other valid and collectible insurance, whether such insurance is stated to be primary, contributory, excess, umbrella, contingent, or otherwise. This does not apply to insurance that is purchased by the Named Insured specifically to apply in excess of this insurance. G. Subrogation In the event of any payment under this policy, the Company shall be subrogated to all the Insured's rights of recovery thereof against any person or organization, including any rights such Insured may have against any other Insured who personally participated or personally acquiesced in or remained passive after having knowledge of any dishonest, intentionally wrongful, fraudulent, criminal, or malicious act or omission. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure and collect upon such rights. The Insured shall do nothing to prejudice such rights. H. Reimbursement of the Company If the Company has paid any damages or claim expenses in excess of the applicable limits of liability or within the amount of the deductible, each Insured shall be liable to the Company for any and all such amounts and, upon demand, shall pay such amounts to the Company promptly. If it is negotiated or determined that any claim expenses are not covered under the policy, each Insured agrees to repay the Company the amount of such claim expenses not covered. I. Changes Notice to any agent of the Company or knowledge possessed by any such agent or by any other person will not affect a waiver or a change in any part of this policy, and will not prevent or preclude the Company from asserting or invoking any right or provision of this policy. None of the provisions of this policy will be waived, changed or modified except by a written endorsement issued by the Company to form a part of this policy. ASP LPP 063 (11 13) Page 9 of 13 J. Mergers, Acquisitions, Dissolutions, and Other Material Changes The Named Insured must report to the Company any changes during the policy period which affect fifty percent (50%) or more of the lawyers insured at the inception of this policy. This notice must be provided in writing within sixty (60) days of such change. In the event of a merger, dissolution or acquisition, the Named Insured must use its best efforts to notify the Company at least thirty (30) days prior to the projected date of such change. In each case, the Company will have the right to accept, alter or decline coverage and to charge an additional premium. K. Cancellation/Nonrenewal 1. This policy may be cancelled by the Named Insured by mailing advanced written notice to the Company stating when such cancellation will take effect. 2. The Company may cancel or non-renew this policy by sending written notice to the Named Insured at the address last known to the Company. The Company will provide written notice at least thirty (30) days before cancellation or non-renewal is to be effective. However, if the Company cancels this policy because the Named Insured has failed to pay a premium when due, this policy may be canceled by the Company by mailing to the Named Insured written notice stating when, not less than ten (10) days thereafter, such cancellation will be effective. The effective date and hour of cancellation stated in the notice will become the end of the policy period. Delivery of such written notice by the Company will be equivalent to mailing. 3. If the Company or Named Insured cancels this policy, the earned premium will be computed on a pro rata basis. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 4. The offering of terms and conditions different from the expiring terms and conditions, including limits of liability, deductible or premium, shall not constitute a refusal to renew. L. Territory This policy applies to an act or omission taking place anywhere in the world provided that any claim is made or suit is brought against the Insured within the United States of America, its territories or possessions, Puerto Rico, or Canada. M. Named Insured Sole Agent The Named Insured will be the sole agent and will act on behalf of all Insureds for the purpose of giving or receiving any notices, any amendments to or cancellation of this policy, for the completing of any applications and the making of any statements, representations and warranties, for the payment of any premium and the receipt of any return premium that may become due under this policy and the exercising or declining to exercise any right under this policy including the purchase of an extended reporting period under Section VI. of this policy. N. Entire Contract By acceptance of this policy the Insured warrants that: 1. All of the information and statements provided to the Company by the Insured, including but not limited to, the application and any supplemental information, are true, accurate and complete and will be deemed to constitute material representations made by the Insured; 2. This policy is issued in reliance upon the Insured's representations; ASP LPP 063 (11 13) Page 10 of 13 3. This policy, endorsements, thereto, together with the completed and signed application, and any and all supplementary information and statements provided by the Insured to the Company, embody all of the agreements existing between the Insured and the Company and shall constitute the entire contract between the Insured and the Company; and 4. Any material misrepresentation or concealment by the Insured, or the Insured's agent, will render the policy null and void and relieve the Company from all liability herein. O. Notices Other than reporting a claim, all other notices required to be given by the Insured will be submitted in writing to the Company or its authorized representative at the address specified in Item 7. in the Declarations. If mailed, the date of mailing of such notice will be deemed to be the date such notice was given and proof of mailing will be sufficient proof of notice. P. Assignment No assignment of interest of the Insured under this policy is valid, unless the Company's written consent is endorsed hereon. Q. Liberalization If the Company obtains approval for any amended state filing that would broaden coverage under this policy form ASP LPP 063 without additional premium at any time during the current policy period, the broadened coverage will immediately apply to this policy, except that it will not apply to claims that were first made against the Insured prior to the effective date of such revision. VI. EXTENDED REPORTING PERIODS A. Automatic Extended Reporting Period If this policy is cancelled or non-renewed by either the Company or by the Named Insured for any reason other than non-payment, material misrepresentation or fraud, and the Named Insured has not obtained another Lawyers Professional Liability Policy, the Company will provide to the Named Insured an automatic, non-cancelable sixty (60) day extended reporting period starting at the date of such cancellation or non-renewal. B. Optional Extended Reporting Period 1. If this policy is cancelled or non-renewed by either the Company or by the Named Insured, then the Named Insured will have the right, upon payment of additional premium, to purchase an optional extended reporting period of one (1), three (3), five (5), or seven (7) years following the date of termination of coverage. Such right must be exercised by the Named Insured within sixty (60) days of the termination of the policy period by providing: a. Written notice to the Company; and b. Payment of the additional premium described below. 2. The non-refundable additional premium for the optional extended reporting period shall be: a. One hundred percent (100%) of the annual premium for a one (1) year extended reporting period; b. One hundred eighty-five percent (185%) of the annual premium for a three (3) year extended reporting period; ASP LPP 063 (11 13) Page 11 of 13 c. Two hundred twenty-five percent (225%) of the annual premium for a five (5) year extended reporting period; or d. Two hundred fifty percent (250%) of the annual premium for a seven (7) year extended reporting period. The first sixty (60) days of the optional extended reporting period, if it is purchased, shall run concurrently with the automatic extended reporting period. C. Retirement Option Upon retirement from the practice of law, any lawyer who qualifies as an Insured shall be entitled to an individual extended reporting period with a seven (7) year reporting period for no additional premium, if the lawyer: 1. Is at least fifty-five (55) years old; 2. Was employed by, or a partner, officer, director, or stockholder of the Named Insured during the policy period and had been insured by the Company under the Lawyers Professional Liability Policy continuously for at least three (3) full years; 3. Has permanently and totally ceased the practice of law which includes any professional services; and 4. Notifies the Company of the retirement and requests an individual extended reporting period within sixty (60) days of the cancellation, nonrenewal or expiration of this policy. D. Death or Permanent Disability Option Any lawyer who qualifies as an Insured who dies or becomes permanently disabled during the policy period shall be entitled to an individual extended reporting period with a seven (7) year reporting period for no additional premium, if: 1. The lawyer was employed by the Named Insured during the policy period and died or became disabled during the policy period; 2. Satisfactory written evidence of death or permanent disability is provided to the Company; and 3. The lawyer or lawyer's representative notifies the Company of the death or disability and requests issuance of an individual extended reporting period within sixty (60) days following the cancellation, nonrenewal or expiration of this policy. E. Claims Any extended reporting period is not a new policy. Any claim submitted during such extended reporting period shall be governed by the terms and conditions of this policy. F. Limits of Liability The limit of liability for any extended reporting period offered under Sections A., B., C., and D. above shall be part of and not in addition to the limits of liability stated in Item 4. of the Declarations, subject only to the following exceptions: If the Company offers to renew this policy and the Named Insured refuses to accept such renewal offer, then the limit of liability for any claim first reported during any extended reporting period shall be as follows: ASP LPP 063 (11 13) Page 12 of 13 1. If the Named Insured has been continuously insured by the Company for three (3) or more years when the extended reporting period takes effect, then the aggregate limit of liability, if previously depleted, shall be reinstated to the amount stated in Item 4. of the Declarations as the aggregate limit of liability; or 2. If the Named Insured has not been continuously insured by the Company for three (3) or more years when the extended reporting period takes effect, then the aggregate limit of liability shall be the greater of the remaining aggregate limit of liability under the policy or fifty percent (50%) of the amount stated in Item 4. of the Declarations as the aggregate limit of liability. G. Elimination of Right to any Extended Reporting Period There is no right to any extended reporting period if the Company cancels or refuses to renew this policy due to: 1. Nonpayment of amounts due under this policy; 2. Noncompliance by the Insured with any of the terms and conditions of this policy; 3. At the time this right could be exercised by the Named Insured, any Insured's right to practice law has been revoked, suspended or surrendered at the request of any regulatory authority for reasons other than the Insured is totally and permanently disabled; or 4. Any material misrepresentation or omission in the application or the supplementary information and statements provided by the Insured for this policy. ASP LPP 063 (11 13) Page 13 of 13 This endorsement, effective 12:01 A.M., 11/25/2019 forms a part of Policy No. LPP003796-01 Issued to: Madrona Law Group, PLLC By: Aspen American Insurance Company OFAC ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY POLICY In consideration of the premium charged, it is agreed that any payment under this policy shall only be made in full compliance with all U.S.A. economic or trade sanctions or other laws or regulations, including sanctions, laws and regulations administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). Nothing contained herein shall be held to vary, waive, alter, or extend any of the terms, conditions, agreements, or Declarations of the policy, other than as herein stated. All other provisions of this policy remain unchanged. ASP LPP 064 (11 13) Page 1 of 1 This endorsement, effective 12:01 A.M., 11/25/2019 forms a part of Policy No. LPP003796-01 Issued to: Madrona Law Group, PLLC By: Aspen American Insurance Company WASHINGTON AMENDATORY ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY POLICY Section V. CONDITIONS, Subsection G. Subrogation is amended to include the following: The Insured will be completely reimbursed for a loss before the Company is entitled to subrogation proceeds. The Company's right of subrogation will not exceed the amount of their payment. The expense of subrogation must be shared in proportion to the amount of recovery by each party. Section V. CONDITIONS, Subsection K. CANCELLATION/NONRENEWAL is deleted in its entirety and replaced with the following: K. Cancel lation/Nonrenewal 1. Cancellation a. The Named Insured shown in the Declarations may cancel this policy by notifying the Company or the insurance producer in one of the following ways: i. Written notice by mail, fax or e-mail-, ii. Surrender of the Policy or binder, or iii. Verbal notice. Upon receipt of such notice, the Company will cancel this policy or any binder issued as evidence of coverage, effective on the later of the following: i. The date on which notice is received or the policy or binder is surrendered, or ii. The date of cancellation requested by the Named Insured. b. The Company may cancel this policy by mailing or delivering to the Named Insured and the Named Insured's agent or broker written notice of cancellation, including the actual reason for the cancellation, to the last mailing address known to the Insurer, at least: i. 10 days before the effective date of cancellation if the Company cancels for nonpayment of premium, or ii. 45 days before the effective date of cancellation if the Company cancels for any other reason; c. The Company will also mail or deliver to any other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to the Company, written notice of cancellation, prior to the effective date of cancellation. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. ASP LPP 085 WA (12 13) Page 1 of 2 e. If this policy is cancelled, the Company will send the Named Insured any premium refund due. If the Company cancels, the refund will be pro rata. If the Named Insured cancels, the refund will be at least 90% of the pro rata refund. The cancellation will be effective even if the Company has not made or offered a refund. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 2. Nonrenewal a. The Company may elect not to renew this policy by mailing or delivering written notice of nonrenewal, stating the reasons for nonrenewal, to all Named Insureds listed in Item 1. of the Declarations and the Named Insured's agent or broker, at their last mailing addresses known to the Company. The Company will also mail to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to the Company, written notice of nonrenewal. The Company will mail or deliver these notices at least forty-five (45) days before the: i. Expiration of the policy; or ii. Anniversary date of this policy if this policy has been written for a term of more than one year. b. Otherwise, the Company will renew this policy unless: L The first Named Insured fails to pay the renewal premium after the Company has expressed a willingness to renew, and has provided a statement of the renewal premium to the first Named Insured and the first Named Insured's insurance agent or broker, at least twenty (20) days before the expiration date, or ii. Other coverage acceptable to the Insured has been procured prior to the expiration date of the policy. Section V. CONDITIONS, Subsection M. Named Insured Sole Agent is amended to include the following: The Company will give notice of cancellation to all additional or other Named Insureds in this policy. Section V. CONDITIONS, Subsection N. Entire Contract, Paragraph 4. is deleted in its entirety and replaced by the following: 4. Any material misrepresentation or concealment by the Insured, or the Insured's agent, with the intent to deceive, will render the policy null and void and relieve the Company from all liability herein. All other terms and conditions of this policy remain unchanged. ASP LPP 085 WA (12 13) Page 2 of 2 LAWYER'S PROTECTOR PLAN LAWYER'S PROTECTOR PLAN@ PURCHASING GROUP ACKNOWLEDGMENT FORM Re: Madrona Law Group, PLLC-LPP003796-01 This form acknowledges that the law firm noted above has paid its purchasing group membership dues of$150.00. As such,the law firm noted above is entitled to all of the membership benefits afforded to members of the Lawyer's Protector Plan Purchasing Group during the policy period beginning 11/25/2019,which includes at no additional cost: Online Continuing Legal Education(CLE): Up to 5 hours of free CLE for each lawyer in the law firm through Hinshaw&Culbertson's LawyeringLaw.com.You can access the CLE courses by following these instructions: 1. To Create a New Profile: a. Go to: www.lawyeringlaw.com b. Click the"Create New Profile"button(policy number required) c. Complete the form, click the"Submit"button d. You will receive an email confirming your registration 2. To Access the CLE's: a. Go to: www.lawyeringlaw.com b. Click on the"Subscription Content"tab at the top of the page c. Click on the red"Ethics CLEs"button on the top right of the page, which will direct you to Lexis University d. Once on Lexis University, create a Lexis account if you do not already have one e. Filter the content provider to"Hinshaw"to access the LawyeringLaw CLEs Additional CLE Benefits: In addition to the free CLE credits available from LawyeringLaw.com, Lawyer's Protector Plan also offers CLE credits targeted to specific areas of practice at a 30% discount through Lorman Education Services. To take advantage of this great discount, follow the instructions below: 1. Call Lorman today @ 715.833.7555 ext. 1210 or register online at http://www.lorman.com/training/lawyersprotectorplan 2. Use Priority Code 16379 and Discount Code N2585941 Risk Management Consultation: Up to 4 hours per lawyer of confidential consultation with nationally recognized legal malpractice counsel through Hinshaw & Culbertson. The insurance company is never notified that your firm has requested a risk management consultation. 1. Toll-Free Hotline: Call 1.866.561.2110, available 9 a.m. to 9 p.m. EST 2. Online: Fill out the Risk Management Consultation Agreement to have a senior risk management attorney contact you within 24 hours. To request a risk management consultation: a. Go to: www.lawyeringlaw.com b. Click on the"Subscription Content"tab at the top of the page c. Click on the red"Request a Risk Management Consultation"button on the top right of the page d. Read the Risk Management Consultation Program and Engagement Agreement, click"Agree&Proceed"at the bottom e. Complete the Risk Management Consultation Agreement form, click the"Submit"button f. Once you submit your Agreement, the conflicts-check process will begin g. Expect a call from a Hinshaw attorney within 24 hours of submitting your agreement LawyeringLaw.com Website: Access to the most comprehensive risk management website available for law firms, where members can download: • Samples of engagement letters • Checklists for screening new clients • Help in determining whether to sue a client for fees • Self-audit forms Newsletters: Newsletter sign up for monthly updates on professional liability issues, legal malpractice case law, and enterprise cyber security risk management issues Applicable in Texas ONLY: The insurer for the purchasing group may not be covered by an insurance insolvency guaranty fund or similar mechanism and the insurer of the group is not subject to all the insurance laws and regulations of this state. "Membership benefits are subject to change and availability of programs may vary throughout the membership year. Lawyer's Protector Plan®and LPP®are registered service marks of B&B Protector Plans,Inc.,a subsidiary of Brown&Brown,Inc. Brown&Brown, Inc.and its subsidiaries are not affiliated with or responsible for the acts,errors or omissions of Hinshaw&Culbertson LLP. LPGPI(07 19) This endorsement, effective 12:01 A.M.,11/25/2019 forms a part of Policy No. LPP003796-01 Issued to: Madrona Law Group, PLLC By: Aspen American Insurance Company CLAIM EXCLUSION ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY POLICY In consideration of the premium charged, it is hereby agreed that this policy shal not apply to any claim or disciplinary action based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving: Anne Block, identified in the application for this policy, or any attachment thereto, or any related facts, circumstances, situations, transactions or events. All other provisions of this policy remain unchanged. ASP LPP 001 (11 13) Page 1 of 1