Loading...
HomeMy WebLinkAboutCAG2023-100 - Original - Stewart, MacNichols, Harmell, Inc., P.S. - Indigent Defense Services - 02/01/20231/31/2023 Okay to sign. C. Schuck 2/15/2023 CAG2023-100 Agreement for Indigent Defense Services Page 1 of 27 AGREEMENT FOR INDIGENT DEFENSE SERVICES This Agreement is between the City of Kent, A Washington municipal Corporation, () and Stewart MacNichols Harmell, Inc. P.S., a Washington professional services corporation, ( 1. DEFINITIONS Attorney(s). Attorney(s) shall mean attorneys working for the law firm of Stewart MacNichols Harmell, Inc. P.S., and where appropriate, shall include Rule 9 interns. Case.Standard 3 of the Standards for Indigent Defense established by the Washington Supreme Court. Contractor. Contractor shall mean the law firm of Stewart MacNichols Harmell, Inc. P.S., and shall mean each attorney and Rule 9 intern working for the Contractor. Defendant. Defendant shall mean a person charged with a misdemeanor or gross misdemeanor offense that is filed into the Kent Municipal Court as well as suspects for whom the Contractor must provide services pursuant to Section 3 of this Agreement. Full-Time Attorney Equivalent Position. Full-time attorney equivalent position shall mean at least 40 hours of attorney services provided pursuant to this Agreement. 2. DURATION OF AGREEMENT The term of this Agreement will be from February 1, 2023, through December 31, 2024, unless extended or terminated earlier in a manner permitted by this Agreement. The parties may, by mutual assent, agree to two one-year extensions of this Agreement under the same terms, with approval to negotiate adjustments based on Cost of Living increases, increases in the individual salaries of attorneys based upon experience, or substantial increases in caseloads. 3. SCOPE OF WORK AND DUTIES OF CONTRACTOR 3.1. Criminal Defense Representation To Whom Provided. Except in cases in which a conflict of interest exists, the Contractor shall provide criminal defense representation to the following: a. All defendants who are charged with a criminal offense which falls within the jurisdiction of the Kent Municipal Court, and for which the Contractor has been appointed by the Kent Municipal Court as attorney of record determination of indigence of the defendant. b. All suspects who are permitted access to a public defender while detained pursuant to an investigation for the offenses of driving under the influence Agreement for Indigent Defense Services Page 2 of 27 (RCW 46.61.502), driving under twenty-one consuming alcohol or cannabis (RCW 46.61.503) or physical control of a vehicle under the influence (RCW 46.61.504) for the purposes of consulting with the Contractor prior to deciding whether to provide a sample of breath or blood. c. All defendants who are not represented by private counsel and who appear for arraignment in the Kent Municipal Court. d. All defendants who, while in the custody of the Kent Corrections Facility, are not represented by private or conflict counsel, who accept representation by the Contractor, and who appear before the court. 3.2. Provisional and Temporary Appointments. The Contractor shall provide representation of defendants at arraignment and during in-custody hearings despite the fact that the Contractor may only be provisionally or temporarily appointed to represent the defendants at arraignment and during the in-custody hearings. 3.3. Representation Provided to Defendants Investigated for Driving Under the Influence (RCW 46.61.502), Driving Under Twenty-One Consuming Alcohol or Cannabis (RCW 46.61.503), Physical Control of a Vehicle Under the Influence (RCW 46.61.504) or Another Misdemeanor or Gross Misdemeanor. The Contractor shall be available 24 hours per day, seven days per week, by telephone for the purposes of providing representation to suspects or defendants who are in custody and under investigation for driving under the influence (RCW 46.61.502), driving under twenty- one consuming alcohol or cannabis (RCW 46.61.503), physical control of a vehicle under the influence (RCW 46.61.504) or any other misdemeanor or gross misdemeanor. The Contractor shall provide the Kent Corrections Facility with telephone numbers of its attorneys that provide direct access to the attorneys, and shall keep such telephone numbers up to date. The Contractor may designate times in which specific attorneys may be reached, and shall provide the numbers of alternate attorneys if the designated attorney cannot be reached. 3.4. Duration of Representation of Defendant. In cases in which the Contractor is appointed as attorney of record, and unless the Contractor is permitted by the court to withdraw at an earlier time, the Contractor shall represent the defendant at all stages of the criminal process, from the time of appointment by the court as attorney of record through the appeals process (provided that funding for appeals beyond superior court shall be pursuant to the terms of Title 15 of the Rules of Appellate Procedure), as well as during any period in which the court retains jurisdiction over the terms and conditions of any sentence or deferral. 4. APPEARANCE AT HEARINGS The Contractor shall appear at all hearings scheduled by the Kent Municipal Court in which it represents defendants, as well as all arraignment calendars and all in- custody calendars. The Contractor shall provide a sufficient number of attorneys at Agreement for Indigent Defense Services Page 3 of 27 the various court calendars to ensure that the court calendars are not delayed due to insufficient staffing of the 5. REPRESENTATION OF DEFENDANTS WHILE ON THE RECORD The Contractor shall be with and actively represent each defendant at all times while a defendant of the developments in their case such that the defendant proceeds during any court hearing in a knowing, intelligent, and voluntary manner. The Contractor will coordinate with the City to ensure that adequate confidential meeting space is available at the Kent Municipal Court and Kent Corrections Facility for client communications. 6. DEFENDANT ACCESS TO CONTRACTOR 6.1. Contact Prior to Court Hearings. The Contractor shall be available to defendants to ensure that defendants are provided with effective assistance of counsel. Defendant access to the Contractor prior to court hearings is paramount. At a minimum, the Contractor shall endeavor to confer with all defendants about their cases as soon as practical from the time of appointment and again prior to court hearings. To that end and without limitation, the Contractor will seek timely and confidential information from each defendant regarding possible defenses, the need for investigation, mental and physical health issues, immigration status, and client goals. 6.2. Toll Free Calls. Defendants shall be provided access to the Contractor by means of a toll-free local call from a Kent telephone number made available by the Contractor. 6.3. Timely Response. The Contractor shall respond to defendant inquiries within a reasonable time to ensure the effective assistance of counsel, whether such inquiries are received by letter, telephone, email, or otherwise. The Contractor shall keep appropriate written records to demonstrate timely response. 6.4. Local Office Required. At all times during the term of this Agreement, the Contractor shall maintain an office either within the city limits of the City, or within one mile of the city limits of the City. The office of the Contractor shall accommodate confidential meetings with defendants, shall be equipped with telephone, facsimile, and internet services, shall receive adequate cellular telephone service, and shall be the location at which mail and service of process is received. 6.5. Availability for and Contact with In-Custody Defendants. The Contractor shall evaluate the cases of all defendants in the custody of the Kent Corrections Facility, and shall meet with in-custody defendants as the Contractor deems appropriate for providing effective assistance of counsel. At a minimum, the Contractor shall meet with all misdemeanant defendants who are in-custody and appointed to the Contractor within two court days of the defendant being taken into custody. In addition, the Contractor shall have an attorney available to defendants who are in Agreement for Indigent Defense Services Page 4 of 27 the custody of the Kent Corrections Facility on a daily basis. The Contractor will coordinate with the City to ensure that confidential meeting space is available in the Kent Corrections Facility. The attorney will respond to inmate requests, respond to letters and telephone calls, meet with clients and prepare for the defense of the defendant. These daily meetings shall be separate from court hearings held by video at the Kent Corrections Facility. 7. QUALITY OF REPRESENTATION The Contractor shall provide services in a professional and skilled manner consistent , including but not limited to Wilbur v. Mt. Vernon 989 F. Supp. 2d 1122 (2013) (hereinafter the ), Washington State Supreme Court Standards for Indigent Defense, the Constitutions of the United States and Washington, the court rules that define the duties of counsel and the rights of defendants, and the Resolution regarding indigent defense services adopted by the City. The Contractor shall be familiar with and to the extent required by law Supreme Court Standards for Indigent Defense. At all times during the representation of a and most fundamental responsibility shall be to promote and protect the interests of the defendant. 8. QUALIFICATIONS OF CONTRACTOR ATTORNEYS - TRAINING 8.1. Qualifications. All attorneys employed by the Contractor for the purposes of providing the services called for in this Agreement shall, at a minimum, satisfy the minimum qualifications to practice law as established by the Washington Supreme Court; be familiar with and follow the statutes, court rules, case law and constitutional law applicable to misdemeanor criminal defense work in the state of Washington; be t; be familiar with the Decision and the Washington State Supreme Court Standards for Indigent Defense including amendments; be familiar with the consequences to each particular defendant of any conviction or adjudication including but not limited to jail time, financial penalties, restitution, mental health or drug and alcohol treatment obligations, license suspensions, and immigration or civil commitment implications; be familiar with mental health and substance abuse issues applicable to each defendant; be able to recognize the need for expert services including but not limited to investigators; and be able to satisfy the terms and conditions of this Agreement. 8.2. Training. For each attorney of the Contractor, a minimum of 21 of the reportable continuing legal education credits per reporting period shall be in the areas of criminal defense law, criminal process, trial advocacy, legal writing, appellate work, law practice management, or any other subject that, in the opinion of the Contractor, is applicable to providing criminal defense services. 9. USE OF RULE 9 INTERNS 9.1. Workload of Rule 9 Interns. The Contractor may employ interns qualified under Admission to Practice Rule 9 who perform work pursuant to this Agreement. Agreement for Indigent Defense Services Page 5 of 27 Rule 9 interns shall remain under the supervision of the Contractor, and an attorney for the Contractor shall remain responsible for the cases for which the Rule 9 intern provides services. 9.2. Qualifications of Rule 9 Interns. Rule 9 interns shall be required to abide by Sections 7 and 8 except that Rule 9 interns shall not be required to complete the training requirements of Section 8, and in place of the requirement to satisfy the minimum qualifications to practice law as established by the Washington Supreme Court, the Rule 9 intern must comply with the provisions of APR 9. Rule 9 interns shall be closely monitored by the more senior attorneys of the Contractor. 10. DISCOVERY TO BE PROVIDED The City shall provide the Contractor one copy of all discoverable material concerning each assigned case, pursuant to a filed Notice of Appearance and Demand for Discovery. 11. NUMBER OF ATTORNEYS EMPLOYED The Contractor shall provide the number of attorneys sufficient to meet case load limits as provided for in the Agreement. The Contractor shall provide to the Human Services Division an up-to-date list of the names of attorneys and Rule 9 interns providing services under this Agreement, along with the experience of each attorney and intern. 12. CASELOAD LIMITS PER FULLTIME EQUIVALENT POSITION The Contractor shall maintain a caseload such that it can provide each and every defendant effective assistance of counsel as required by this Agreement. Subject to the remaining subsections of this section, a fulltime equivalent attorney position shall be appointed to no more than 400 cases per year. 13. SCOPE OF SERVICES, STANDARDS, AND WARRANTIES 13.1. The Contractor, and every attorney and intern performing services under this Agreement shall certify compliance with Supreme Court Rule and governing case load quarterly with the Kent Municipal Court on the form established for that purpose by court rule. At a minimum, the Contractor will file a Certification of Compliance as required by CrRLJ 3.1. The quarterly reports will be based on a calendar year and each report will be due no later than 30 days after the end of each quarter. A copy of each and every such certification shall be provided to the City with each court filing. The Contractor and every attorney and/or intern warrants that they shall conform to the case load limitations not only with respect to services under this Agreement for Indigent Defense Services Page 6 of 27 Agreement but also with respect to their practice as a whole, including other contracts public defense and/or private practice. 13.2. The Contractor will develop a system that properly records interactions and work performed on behalf of public defense clients to include: a. Attempts and actual contact with clients within the time period required by Section 6.1. and in a manner developed by the Contractor to protect client confidentiality; b. Responses to jail kites (requests for assistance from inmates incarcerated in the Kent Corrections Facility); c. Documentation of the following topics that shall be discussed with clients to include but not be limited to: Possible defenses Need for independent investigation Existing physical or mental health issues Immigration status and consequences Client goals Possible dispositions Need for additional discovery Possible case disposition in the manner developed by the Contractor to protect client confidentiality; and d. In the event a defendant who has been assigned a public defender wishes to enter a plea of guilty at their first meeting with the Contractor, documentation demonstrating the Contractor information and statement to the defendant about the risks associated with a plea at that time. This information will only be turned over to the City under circumstances that do not violate the Washington Rules of Professional Conduct (RPC) (i.e., pursuant to court order). 13.3. The Contractor will maintain and provide to the City a quarterly report detailing: a. The number of cases assigned during the period; b. The number of cases where review of body worn camera video is provided; Agreement for Indigent Defense Services Page 7 of 27 c. The number of cases in which an investigator was utilized; d. The number of cases that were set for jury call including cases in which the defendant failed to appear; e. The number and type of criminal cases handled outside of this Agreement, including cases assigned by another public entity to the attorneys assigned to this Agreement; and f. The percentage of the practice spent in private defense representation, civil or other non-criminal matters by the attorneys assigned to this Agreement. 13.4. The Contractor promises that it will promptly notify the City if any circumstance, including change in rule or law, renders it difficult or impossible to provide public defense services in compliance with the Decision and/or Standards. 13.5. The City may retain a consultant at some point in the future to monitor the The Contractor agrees to negotiate in good faith with the City should the consultant seek additional information beyond that already contemplated by this agreement. The Contractor shall not be required to compromise any attorney-client privilege when providing these reports. 14. REFUSING APPOINTMENTS 14.1. Caseload Monitoring. The Contractor shall continually monitor its caseload and performance both as a whole and for each attorney providing services pursuant to this Agreement. The Contractor shall provide quarterly projections at least three months in advance regarding the caseload limits based upon the number of attorneys employed by the Contractor and trends in case filings. 14.2. Caseload Level Shifting. In the event an attorney is handling a caseload such that the attorney is unable to provide effective assistance of counsel to each and every defendant, the Contractor shall reduce the caseload of that attorney, and shift the reduced portion of the caseload to another attorney employed by the Contractor. 14.3. Refusal of Appointments. The Contractor shall monitor the total number of cases handled by the Contractor pursuant to this Agreement. In the event the Contractor is handling an excessive number of cases such that the Contractor is unable to provide each and every defendant with effective assistance of counsel, then the Contractor shall refuse further appointment of cases until such time as the Contractor employs additional attorneys or the number of cases per attorney is reduced. Work performed pursuant to this Agreement shall be the priority, and prior to refusing further appointments, the Contractor shall, to the extent such action will not compromise the rights of the client, attempt to withdraw from cases that the Contractor handles that are not within the scope of this Agreement and shall refuse to accept cases from clients outside of the scope of the work called for in this Agreement. Agreement for Indigent Defense Services Page 8 of 27 15. COSTS OF TRANSCRIPTION The City agrees to reimburse the Contractor for all reasonable costs associated with obtaining and transcribing trial court records for appeal purposes if such costs have not been waived. 16. CONFLICTS OF INTEREST The Contractor shall maintain a database of client information sufficient for the Contractor to determine the existence of any conflicts of interest. In the event representation of a defendant would constitute a conflict of interest, the Contractor shall take such action as is appropriate pursuant to the Rules of Professional Conduct. In the event the Contractor is disqualified or excused as counsel of record due to a conflict of interest, the Contractor shall not be required to pay any compensation to another attorney assigned to represent the defendant. 17. PERFORMANCE MONITORING AND ATTORNEY SUPERVISION 17.1. Performance Monitoring In General. The Contractor shall establish a program for monitoring the performance of attorneys who provide the services called for in this Agreement. The performance monitoring program shall have the purpose of ensuring that each defendant receives effective assistance of counsel, and the terms and conditions of this Agreement are met. The performance monitoring program shall be developed and administered by the Contractor, and shall: a. Be actively performed and managed by a partner-level attorney of the Contractor; b. Be continual in nature. Monitoring shall occur no less than quarterly; provided, caseload monitoring shall occur no less than monthly; c. Monitor the caseload of the Contractor and each attorney providing services pursuant to this Agreement; d. Monitor the performance of each employee who provides services pursuant to this Agreement; e. Hold employees accountable for deficient performance of the services called for in this Agreement; f. Have measures to correct the deficient performance of employees performing under this Agreement; and g. Contain measures to develop and improve the performance of each employee providing services pursuant to this Agreement. 17.2. Performance Monitoring Program Scope of Review. The performance monitoring program shall, at a minimum, be designed to review the following of each attorney or Rule 9 intern: a. Knowledge of the law and expectations of criminal defense counsel Agreement for Indigent Defense Services Page 9 of 27 b. Preparation of cases c. Responsiveness to clients d. Effectiveness of in-court interactions with clients e. Effectiveness in the courtroom f. Negotiation skills and strategy g. Attorney or Rule 9 intern caseload 17.3. Program Certification. The performance monitoring program shall be submitted to the Human Services Division within 30 days of the execution of this Agreement. The Contractor shall certify no less than annually that monitoring has occurred in conformity with this Agreement. 18. REMOVAL OF ATTORNEY 18.1. Removal by Contractor. In the event the Contractor determines, through its performance monitoring and attorney supervision program that an attorney or Rule 9 intern working for the Contractor fails to comply with the terms of this Agreement, then the Contractor shall immediately take action to prevent that attorney or Rule 9 intern from providing the services called for in this Agreement. 18.2. Recommendation of Removal by City. In the event the City determines that an attorney working for the Contractor has breached this Agreement, the Human Services Division may, at its sole discretion and as an alternative to termination of this Agreement, require the Contractor to take action to prevent that attorney from providing the services called for in this Agreement. 19. CITY CONTRACT ADMINISTRATOR AGREEMENT OVERSIGHT 19.1. This Agreement shall be managed and monitored by the Human Services or certifications required by this Agreement shall be delivered to the Human Services Division. 19.2. The Human Services Division shall monitor the Contractor regularly to assure that the Contractor files the reports and certifications required in Section 13 above. 19.3. The Human Services Division may retain an outside expert to perform random reviews of the Contractor cases on an annual basis. The Contractor will make information available, without disclosing client names or identifying information, to the City through the Human Services Division, and will cooperate fully with the expert to the extent that the cooperation does not violate client confidences. Agreement for Indigent Defense Services Page 10 of 27 20. COMPLAINTS AND CORRECTIVE ACTION 20.1. Investigation by the Contractor. In the event a complaint is received by the Contractor or by the Human Services Division, a partner level attorney (excluding the attorney for whom the compliant is regarding) will investigate the complaint. The reviewing attorney should review the entire file on the matter, court records, documents, dockets and any other information necessary to investigate the complaint. The reviewing attorney will inform the complainant of the results of their internal investigation, and if the complainant is still unsatisfied, will inform the complainant that the matter will be forwarded to the Human Services Division. In the event the complaint is referred to the Human Services Division, the reviewing attorney will forward the complaint and the results of its investigation to the Human Services Division. The Contractor shall not be required to compromise any attorney client privilege when providing the results of the internal investigation. 20.2. Investigation by the City. In the event a complaint is received by or directed to the Human Services Division and is not timely resolved by a partner level attorney of the Contractor to the satisfaction of the complainant, the Human Services Division will investigate the complaint by reviewing the complaint, discussing the matter with the complaining party, discussing the matter with the Contractor, and determining whether a violation of this Agreement has occurred. The Human Services Division , or another expert as deemed necessary, in order to resolve the complaint. In addition, the Human Services Division may consult with the Washington State Bar Association when appropriate. The Contractor shall fully cooperate in the investigation process. 20.3. Corrective Action Plan or Termination. In the event the Human Services Division determines that a violation has occurred, the Human Services Division may develop a corrective action plan or terminate this Agreement if it is determined that termination is appropriate. The Contractor shall cooperate in any investigation of a complaint, and any corrective action plan developed by the Human Services Division to the extent that to do so will not compromise the attorney/client relationship. 21. REVIEW AND RENEGOTIATIONS 21.1. Increases or Decreases in Case Load. The City and the Contractor shall, at the option of either party, renegotiate this Agreement if there is a significant increase or decrease in the number of cases assigned. At the request of either party, the City and the Contractor will periodically review case assignment trends and any other matters needed to determine Agreement compliance or necessary Agreement modifications. The Contractor shall promptly notify the City when quarterly caseloads can reasonably be anticipated to require use of overflow or conflict counsel to assure that cases assigned to the Contractor remain within the limits adopted in this Agreement and comply with state and local standards. 21.2. Renegotiation Due to Change in Rule or Standard. This Agreement may be renegotiated at the option of either party if the Washington State Supreme Court, the Washington State Bar or the City significantly modifies the Standards for Indigent Agreement for Indigent Defense Services Page 11 of 27 Defense adopted pursuant to the Court rule or City Ordinance/Resolution. 22. TERMINATION 22.1. For Cause. The City or the Contractor may terminate this Agreement immediately in the event the other party breaches the Agreement and such breach is not corrected to the reasonable satisfaction of the injured party in a timely manner after notice of breach has been provided to the other party. Each and every term of this Agreement is material. Without limiting the foregoing, the render adequate representation to its clients, its willful disregard of the rights and best interests of its clients, or the willful disregard of the Decision or court rule standards will constitute good cause for termination. The failure of any party to comply with any term of this Agreement shall constitute a breach of this Agreement. 22.2. For Reasons Beyond Control of Parties. Either party may terminate this Agreement without recourse by the other where performance is rendered impossible , but not limited to, acts of nature; war or warlike operations; civil commotion; riot; labor dispute including strike, walkout, or lockout; sabotage; or superior governmental regulation or control. 22.3. Without Cause. Either party may terminate this Agreement at any time without cause upon giving the non-terminating party not less than 180 days prior written notice. 23. CONTINUATION OF REPRESENTATION AFTER TERMINATION In the event of termination of this Agreement and to the extent the client can be adequately represented, all cases assigned prior to the Agreement term expiration, including those which have not reached resolution, initial or otherwise, shall be transferred to the new service provider as efficiently and practicably as possible, and within the guidelines and restrictions of the Rules of Professional Conduct. Cases in progress at the Agreement expiration or termination that cannot be lawfully transferred at the time of expiration or termination will be compensated at one hundred-forty dollars ($140.00) per hour until completed or transferred to the new service provider. 24. NON-DISCRIMINATION In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Contractor shall execute the attached Agreement for Indigent Defense Services Page 12 of 27 City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. 25. PROOF OF LIABILITY INSURANCE The Contractor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit A attached and incorporated by this reference. 26. INDEMNIFICATION The Contractor shall indemnify, defend, and hold the City, its elected officials, officers, and employees harmless from any and all claims whatsoever related to or arising from the performance of the Contractor Agreement, including but not limited to claims arising out of the errors and omissions of the Contractor relating to the representation or lack of representation of clients, and/or by reason of accident, injury, or death caused to any persons or property of any kind occurring during the performance or lack thereof of the work required by this Agreement, or traveling to or from any place to perform the work required by this Agreement, except to the extent they are caused by the sole negligence of the City. The failure of the Contractor to carry insurance in a quantity sufficient to defend a claim or lawsuit or cover any judgment that results shall not operate to limit the Contractor survive the expiration or termination of this Agreement. 27. COMPENSATION 27.1. Payment for Services. The City shall provide to the Contractor for services rendered under this Agreement the sum of ONE MILLION TWO HUNDRED FORTY SIX THOUSAND NINE HUNDRED TWENTY DOLLARS ($1,246,920) per year, payable on a pro rata basis through equal monthly payments of $103,910 per month from February 1 2023, through December 31, 2024. If this Agreement is terminated pursuant to the provisions set forth in Section 22, and portions of months which have elapsed between the commencement of the year and the effective date of termination. 27.2. Billing. The Contractor shall bill the City each month for services rendered herein. These shall be sent , by the 10 th day of the month for the monthly installment set forth in subsection 27.1, and any transcription costs as permitted by this Agreement. 27.3. Payment. The City shall make payments within 30 days of receipt of the Contractors bill. Except as provided elsewhere in this Agreement, the payment set forth in this section shall be inclusive of administrative costs, support costs, and all Agreement for Indigent Defense Services Page 13 of 27 27.4. Sufficient Compensation. The Contractor further warrants that the compensation provided under this Agreement is sufficient to provide all support, training, administrative and staff services, routine investigations, and all other systems, staffing, or infrastructure necessary to comply with the Decision and Standards, except as provided in Subsection 27.5. By way of example, and except as provided in Section 27.5, this includes costs related to travel, telephones, law library including electronic research, financial accounting, case management systems, computers and software, office space and supplies, training, meeting the requirements imposed by the Washington Supreme Court Standards for Indigent Defense, and other costs incurred in the day-to-day management of the services called for by this Agreement. 27.5. Non-routine Case Expenses. The City may pay for non-routine case expenses when reasonably incurred and preauthorized by the Court or the City from funds available for that purpose, unless the services are performed by the or subcontractors. Examples of potential non-routine, preauthorized expenses that might be subject to additional reimbursement include, but are not limited to: a. Investigation expenses b. Medical and psychiatric evaluations c. Expert witness fees and expenses d. Interpreters e. Polygraph, forensic, and other scientific tests f. Medical records g. Any other non-routine expenses the Court finds necessary and proper for the investigation preparation, and presentation of a case. 28. SUBCONTRACTING PROHIBITED Except in extraordinary circumstances, the Contractor shall not subcontract with another attorney or law firm to provide the services required herein. The Contractor shall remain directly involved in and responsible for the representation of all assigned defendants. 29. ASSIGNMENT PROHIBITED No assignment or transfer of this Agreement or of any interest in this Agreement shall be made by either of the parties, without prior written consent of the non- assigning party. 30. AGREEMENT APPLICABLE TO ALL EMPLOYEES AND VOLUNTEERS The terms of this Agreement shall apply to all persons who are employed by, or who volunteer for, the Contractor, including but not limited to attorneys, interns, paralegals, office assistants, secretaries, and investigators. Agreement for Indigent Defense Services Page 14 of 27 31. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR AND NOT EMPLOYEE This Agreement calls for the performance of the services of the Contractor as an independent contractor and the Contractor will not be considered an employee of the City for any purpose. The Contractor shall secure at its own expense and be responsible for any and all payment of income tax, social security, state disability all other payroll deductions for the Contractor and its officers, agents, and employees and the costs of all professional or business licenses in connection with the services to be performed hereunder. The Contractor shall be solely responsible for any and all claims or lawsuits filed against the Contractor by personnel employed by the Attorney related to the conditions or terms of employment by the Contractor, and the Contractor shall defend, indemnify, and hold harmless the City and its employees and officers from any such claims or lawsuits. The Contractor further agrees that its employees are not considered employees of the City for the purposes of participating in any state or federal program, including but not limited to the retirement program provided by the Washington Department of Retirement Services, and in the event that a claim is made to the contrary by any employee or volunteer of the Contractor, the Contractor shall defend, indemnify, and hold harmless the City and its employees and officers from any such claims or lawsuits and shall pay all awards ordered against the City for such claims or lawsuits. 32. ADDITIONAL SERVICES The Contractor may be requested to perform additional services beyond the original scope of services as defined in Section 1 of this Agreement. Such work will be undertaken only upon written authorization of the City based upon an agreed amount of compensation. 33. NOTICES All notices and other written documentation shall be sent to the parties at the following addresses unless otherwise requested in writing: City of Kent: Contractor: Mayor N. Scott Stewart City of Kent Stewart MacNichols 220 Fourth Ave. S.Harmell, Inc. P.S., Kent, WA 98032 655 W. Smith Street, Suite 210 Kent, WA 98032 34. ENTIRE AGREEMENT AMENDMENTS This instrument contains the entire Agreement between the parties for the contemplated work and services to commence February 1, 2023, and it may not be Agreement for Indigent Defense Services Page 15 of 27 enlarged, modified, altered, or amended except in writing signed and endorsed by the parties. 35. DUPLICATE ORIGINALS This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. 36. SUPERSEDES. This Agreement supersedes and replaces in its entirety any prior agreements and amendments. 37. EFFECTIVE DATE The terms of this Agreement shall take effect on February 1, 2023. CITY:ATTORNEY: City of Kent Stewart MacNichols Harmell Inc., P.S. Print Name: Dana Ralph Print Name: Title: Mayor Title: Dated:Dated: Human Services Manager, City of Kent APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk 02/17/2023 Agreement for Indigent Defense Services Page 16 of 27 DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 49 C.F.R. Part 21 (entitled Non-discrimination In Federally- Assisted Programs Of The Department Of Transportation- Effectuation Of Title VI Of The Civil Rights Act Of 1964); 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as the Acts and Regulations The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: A.Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter ) will comply with all Acts and the Regulations relative to non- discrimination, including those applicable to Federally-assisted programs of the U.S. Department of Transportation, State- assisted programs through the Washington State Department of Transportation, Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B.Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C.Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D.Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E.Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F.Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; v. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); x. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during By signing below, I agree to fulfill the five requirements referenced above. By: __________________________________________ For:__________________________________________ Title:_________________________________________ Date: CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required -Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to I coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the tunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EXHIBIT A INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Professional Liability insurance appropriate to the B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the shall not contribute with it. 2. not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. EXHIBIT A (Continued) 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. CNA LAWYERS PROFESSIONAL LIABILITY POLICY DECLARATIONS A2encX: Branch: Policy Number: Insurance is provided by Continental Casualty Company, 775233 912 652396547 151 North Franklin Street Chicago IL 60606 A Stock Insurance Company. 1. NAMED INSURED AND ADDRESS: NOTICE TO POLICYHOLDERS: Stewart MacNichols Harmell, Inc. P.S. This is a Claims Made and Reported policy. It applies only to 655 West Smith those claims that are both first made against the insured and Suite 210 reported in writing to the Company during the policy period. Kent, WA 98032 Please review the policy carefully and discuss this coverage with your insurance agent or broker. 2. POLICY PERIOD: Inception: 01/01/2023 Expiration: 01/01/2024 at 12: 01 A.M. Standard Time at the address shown above 3. LIMITS OF LIABILITY: Each Claim: $1,000,000 Inclusive of Claims Expenses Aggregate: $2,000,000 Death or Disability and Non -Practicing Each Claim: $1,000,000 Extended Reporting Period Limit of Liability: Aggregate: $2,000,000 4. DEDUCTIBLES: Aggregate: $10,000 Inclusive of Claims Expenses 5. POLICY PREMIUM: Annual Premium: $15,724.00 Total Amount: $15,724.00 Includes CNA Risk Control Credit of $ 0.00 Includes Lawvers Data Breach and Network Security Premium, see coverage endorsement if applicable 6. FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: G-118011-A (Ed. 06/2015), G-118012-AC (Ed. 03/1999), CNA-82437-XX (Ed. 06/2015), G-118016-ACC (Ed. 12/2011), G-118024-A (Ed. 04/2008), G-118039-A46 (Ed. 01/2012), G-118063-A46 (Ed. 05/2008), G-118064-A46 (Ed. 09/1996), G-121011-AC (Ed. 04/2008) 7. WHO TO CONTACT: To report a claim: CNA — Claims Reporting P.O. Box 8317 Chicago, IL 60680-8317 Fax: 866-773-7504 / Online: www.cna.com/claims Email: SpecialtyProNewLoss@cna.com Lawyers Claim Reporting Questions: 800-540-0762 9 /3. gm**A Authorized Representative 01/09/2023 Date G-118012-AC (Ed. 03/99) Page 1 CNA Continental Casualty Company 151 North Franklin Street Chicago, IL -60606 LAWYERS PROFESSIONAL LIABILITY POLICY ATTORNEYSCHEDULE Policy Number: 652396547 Name of Each Lawyer David Iannoti Diane Whaley Jacob Zerby Jeff MacNichols Joshua Weistaner Kaitlin Pimentel Ken Harmell Mark McMahon Matt Zenner Maxim Poudrier-Tudan Maxwell Boltinghouse Rachel Loo Rane F. Casalengo Robert Jensen Salena Campbell Scott Stewart Sean Parrent Shanice Stahl ATTYSCH Page 1 CNA LAWYERS PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY. IT APPLIES ONLY TO THOSE CLAIMS THAT ARE BOTH FIRST MADE AGAINST AN INSURED AND REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD. PLEASE REVIEW THIS POLICY CAREFULLY AND DISCUSS THIS COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. INSURING AGREEMENT A. Coverage The Company agrees to pay on behalf of the Insured all sums in excess of the deductible that the Insured shall become legally obligated to pay as damages and claim expenses because of a claim that is both first made against the Insured and reported in writing to the Company during the policy period by reason of an act or omission in the performance of legal services by the Insured or by any person for whom the Insured is legally liable, provided that: 1. no Insured gave notice to a prior insurer of such claim or a related claim; 2. no Insured gave notice to a prior insurer of any such act or omission or related act or omission; 3. prior to the date an Insured first becomes an Insured under this Policy or became an Insured under the first policy issued by the Company (or its subsidiary or affiliated insurers) to the Named Insured or any predecessor firm, whichever is earlier, of which this Policy is a renewal or replacement, no such Insured had a basis to believe that any such act or omission, or related act or omission, might reasonably be expected to be the basis of such claim; 4. there is no other policy, whether primary, contributory, excess, contingent or otherwise, which provides insurance to any Insured for the claim based on or arising out of an act or omission in the performance of legal services by such Insured or by any person for whom such Insured is legally liable while "affiliated" with a firm other than the Named Insured. As used herein, "affiliated" includes acting as Of Counsel for a firm other than the Named Insured. B. Defense The Company shall have the right and duty to defend in the 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 a claim without the written consent of the Named Insured. D. Exhaustion of limits The Company is not obligated to investigate, defend, pay or settle, or continue to investigate, defend, pay or settle a claim after the applicable limit of the Company's liability has been exhausted by payment of damages or claim expenses or by any combination thereof or after the Company has deposited the remaining available limits of liability into a court of competent jurisdiction. In such case, the Company shall have the right to withdraw from the further investigation, defense, payment or settlement of such claim by tendering control of said investigation, defense or settlement of the claim to the Insured. LIMITS OF LIABILITY AND DEDUCTIBLE A. Limit of liability - each claim Subject to paragraph B. below, the limit of liability of the Company for damages and claim expenses for each claim first made against the Insured and reported to the Company during the policy period shall not exceed the amount stated in the Declarations for each claim. B. Limit of liability - in the aggregate G118011A (06-2015) Page 1 © CNA All Rights Reserved. CNA The limit of liability of the Company for damages and claim expenses for all claims first made against the Insured and reported to the Company during the policy period shall not exceed the amount stated in the Declarations as the aggregate. C. Deductible The deductible amount stated in the Declarations is the total amount of the Insured's liability for all claims and applies to the payment of damages and claim expenses for claims first made and reported to the Company in writing during the policy period. The deductible shall be paid by the Named Insured, or upon the Named Insured's failure to pay, jointly and severally by all Insureds. The limits of liability set forth in the Declarations are in addition to and in excess of the deductible. If a claim is based on or arises out of the rendering of eleemosynary (pro bono) legal services, no deductible will apply but only where at the time of retention, there was approval by the appropriate committee or lawyer within the Named Insured that the matter would be handled without compensation. D. Multiple insureds, claims and claimants The limits of liability shown in the Declarations and subject to the provisions of this Policy is the amount the Company will pay as damages and claim expenses regardless of the number of Insureds, claims made or persons or entities making claims. If related claims are subsequently made against the Insured and reported to the Company, all such related claims, whenever made, shall be considered a single claim first made and reported to the Company within the policy period in which the earliest of the related claims was first made and reported to the Company. E. Supplementary payments Payments made under paragraphs 1., 2. and 3. below will not be subject to the deductible. All supplementary payments are in addition to the limits of liability. Loss of Earnings The Company will reimburse each Insured up to $500 for loss of earnings for each day or part of a day of such Insured's attendance, at the Company's written request, at a trial, hearing or other alternative dispute resolution proceeding, including arbitration proceeding or mediation, involving a claim against such Insured, but in no event shall the amount payable hereunder exceed $15,000 per Insured despite the number of days an Insured is in attendance, or the number of trials, hearings or arbitration proceedings that an Insured is required to attend. In no event shall the amount payable per policy period exceed $50,000 despite the number of Insureds hereunder or the number of such proceedings. 2. Disciplinary Proceedings The Company will reimburse the Named Insured up to $50,000 for each Insured and all Insureds in the aggregate, for attorney fees and other reasonable costs, expenses or fees (the "Disciplinary Fees") paid to third parties (other than an Insured) resulting from any one Disciplinary Proceeding incurred as the result of a notice of such Disciplinary Proceeding both first received by the Insured and reported in writing to the Company either during the policy period or within 60 days after termination of the policy period, arising out of an act or omission in the rendering of legal services by such Insured. Except as set forth below, the amount payable hereunder shall not exceed $100,000 despite the number of such proceedings. In the event of a determination of No Liability of the Insured against whom the Disciplinary Proceeding has been brought, the Company shall reimburse such Insured for Disciplinary Fees, including those in excess of the $50,000 cap set forth above, up to $100,000. In no event shall the amount payable hereunder exceed $100,000 despite the number of Insureds hereunder or the number of such proceedings. G118011A (06-2015) Page 2 © CNA All Rights Reserved. CNA Subpoena Assistance In the event the Insured receives a subpoena for documents or testimony arising out of legal services rendered by the Insured and the Insured would like the Company's assistance in responding to the subpoena, the Insured may provide the Company with a copy of the subpoena and the Company will retain an attorney to provide advice regarding the production of documents, to prepare the Insured for sworn testimony, and to represent the Insured at the Insured's depositions, provided that: a. the subpoena arises out of a civil lawsuit to which the Insured is not a party; and b. the Insured has not been engaged to provide advice or testimony in connection with such lawsuit, nor has the Insured provided such advice or testimony in the past. The Company will pay such attorney's legal fees excluding any disbursements. Any notice the Insured gives the Company of such subpoena shall be deemed notification of a potential claim under Section V.A. of this Policy. 4. Crisis Event Expense The Company will reimburse the Named Insured up to $20,000 for Crisis Event Expenses that result from a Crisis Event first occurring and reported in writing to the Company during the policy period. 5. Regulatory Inquiry If, during the policy period, a state licensing board, self regulatory body, public oversight board or a governmental agency with the authority to regulate the Insured's legal services or any entity acting on behalf of such entities initiates an investigation of the Insured arising from an actual or alleged violation of a privacy breach notice law or any law referenced under the definition of privacy injury and identity theft that occurred in the rendering of legal services and which the Insured reports to the Company in accordance with Section V.A. of this Policy, the Company agrees to pay attorney fees, attorney costs and court costs (excluding such attorney fees and costs incurred as a result of services performed by the Insured) incurred in responding to the investigation. The maximum amount the Company will pay for such attorney fees and costs is $20,000, regardless of the number of investigations or the number of Insureds who are subject to such investigations. Medicare, Medicaid, and SCHIP Extension Act of 2007 Subject to the definition of damages set forth in Section III. DEFINITIONS of the Policy, the Company will reimburse the Named Insured for attorney fees and other reasonable costs or expenses incurred in responding to a demand pursuant to the recovery rights of the Centers for Medicare and Medicaid Services (CMS) under the Medicare, Medicaid, and SCHIP Extension Act of 2007 (MMSEA). The maximum amount the Company will pay for such attorney fees, costs and expenses is $25,000 per policy period, regardless of the number of such demands or the number of Insureds who are subject to such demands. F. Risk Management Incentives In the event that a claim is eligible for more than one Risk Management Incentive, the Insured shall receive the benefit of the highest deductible credit. In no way shall this section be construed to afford more than one Risk Management Incentive per claim. Mediation If mediation of a claim takes place either without institution of arbitration proceeding or service of suit or within sixty (60) days of the institution of such proceedings or service of suit, and such claim is ultimately resolved for an amount acceptable to the Insured and the Company by the process of mediation, the Insured's deductible, applying to the claim, will be reduced by 50%. In no event shall the amount of the deductible waived hereunder exceed $25,000. ent Letters G118011A (06-2015) Page 3 © CNA All Rights Reserved. CNA If the Insured utilized an engagement letter in connection with the legal services that are the subject of a claim, and such claim is otherwise covered under the Policy, then the Insured's deductible applying to such claim will be reduced by 50%, provided that the engagement letter: a. includes, at a minimum, the following information: i. a specific description of the scope of legal services to be performed by the Insured; ii. the identity of all clients for whom the Insured agreed to perform such legal services; iii. the fee arrangement for such legal services; and iv. a description of the Named Insured's file retention and destruction policy; and b. was signed by all clients identified in such engagement letter prior to the Insured's commencement of representation of such clients for the legal services described in the engagement letter, but in no event more than thirty (30) days after the commencement of such representation. In no event shall the amount of the deductible waived hereunder exceed $25,000. G. Pre -claims Assistance Until the date a claim is made, the Company may pay for all costs or expenses it incurs, at its sole discretion, as a result of investigating a potential claim that the Insured reports in accordance with Section V. CONDITIONS, Paragraph A, Notice, subparagraph 2, Notice of Potential Claim. Such payments are in addition to the limits of liability and not subject to the deductible. III. DEFINITIONS The following defined words shall have the same meaning throughout this Policy, whether expressed in the singular or the plural. Wherever appearing in bold print in this Policy: "Bodily injury" means injury to the body, sickness or disease sustained by any person, including death resulting from such injuries; or mental injury, mental anguish, mental tension, emotional distress, pain or suffering or shock sustained by any person whether or not resulting from injury to the body, sickness, disease or death of any person. "Claim" means a demand, including the service of suit or the institution of any alternative dispute resolution proceeding, received by the Insured for money or services arising out of an act or omission, including personal injury, in the rendering of or failure to render legal services. "Claim" also means privacy claims and client network damage claims. "Claim expenses" mean: A. fees charged by attorneys designated by the Company or by the Insured with the Company's written consent; B. all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a claim if incurred by the Company, or by the Insured with the written consent of the Company, including, but not limited to, premiums for any appeal bond, attachment bond or similar bond but without any obligation of the Company to apply for or furnish any such bond; C. all costs taxed against an Insured in defense of a claim; and D. all interest on the entire amount of any judgment which accrues after entry of the judgment and before the Company has paid that part of the judgment which does not exceed the limits of liability stated in Section II A. above. Claim expenses with respect to a claim will be paid first and payment will reduce the amount available to pay damages. Claim expenses do not include fees, costs or expenses of employees or officers of the Company, other than fees, costs and expenses charged by the Company's employed attorneys who may be designated to represent the Insured, with the Insured's prior consent. Nor shall claim expenses include salaries, loss of earnings or other remuneration by or to any Insured. "Client network damage claim" means a demand, including the service of suit or the institution of any alternative dispute resolution proceeding, received by the Insured for money or services alleging that a security breach or electronic infection caused network damage to a client's network in the rendering of legal services. "Company" means the insurance company named in the Declarations. G118011A (06-2015) Page 4 © CNA All Rights Reserved. CNA "Computer virus" means unauthorized computer code that is designed and intended to transmit, infect and propagate itself over one or more networks, and cause: A. a computer code or programs to perform in an unintended manner; B. the deletion or corruption of electronic data or software; or C. the disruption or suspension of a network. "Confidential commercial information" means information that has been provided to the Insured by another, or created by the Insured for another where such information is subject to the terms of a confidentiality agreement or equivalent obligating the Insured to protect such information on behalf of another. "Crisis event" means: A. death, departure or debilitating illness of a Principal Insured; B. dissolution of the Named Insured; or C. incident of workplace violence; that the Named Insured reasonably believes will have a material adverse effect upon the Named Insured's reputation. "Crisis event expenses" means reasonable fees, costs and expenses incurred by the Named Insured for consulting services provided by a public relations firm to the Named Insured in response to a Crisis Event. "Damages" mean judgments, awards and settlements (including pre judgment interest), provided any settlements are negotiated with the assistance and approval of the Company. Notwithstanding anything to the contrary contained herein, Damages also include those amounts the court is permitted to impose on a debt collector as set forth in 15USC§1692k(a). Damages do not include: A. legal fees, costs and expenses paid or incurred or charged by any Insured, no matter whether claimed as restitution of specific funds, forfeiture, financial loss, set-off or otherwise, and injuries that are a consequence of any of the foregoing; B. civil or criminal fines, sanctions, penalties or forfeitures, whether pursuant to law, statute, regulation or court rule, including but not limited to awards under 18 U.S.C. §1961, et. seq., Federal Rules of Civil Procedure 11 or 28 U.S.C. §1927 and state statutes, regulations, rules or law so providing, and injuries that are a consequence of any of the foregoing; C. punitive or exemplary amounts; D. the multiplied portion of multiplied awards; E. injunctive or declaratory relief; F. any amount for which an Insured is absolved from payment by reason of any covenant, agreement or court order. "Denial of service attack" means an attack executed over one or more networks or the Internet that is specifically designed and intended to disrupt the operation of a network and render a network inaccessible to authorized users. "Disciplinary Proceeding" means any pending matter, including an initial inquiry, before a state or federal licensing board or a peer review committee to investigate charges alleging a violation of any rule of professional conduct in the performance of legal services. "Electronic infection" means the transmission of a computer virus to a network, including without limitation, such transmission to or from the Named Insured's network. "Electronic information damage" means the destruction, deletion or alteration of any information residing on the network of any third party. "Insured" means the Named Insured, predecessor firm and the persons or entities described below: A. any lawyer (including a government affairs advisor or lobbyist), partnership, professional corporation, professional association, limited liability company or limited liability partnership who is or becomes a partner, officer, director, stockholder -employee, associate, manager, member or employee of the Named Insured during the policy period shown in the Declarations; B. any lawyer previously affiliated with the Named Insured or a predecessor firm as a partner, officer, director, stockholder -employee, associate, manager, member or salaried employee but only for legal services performed on behalf of the Named Insured or a predecessor firm at the time of such affiliation. The term "previously affiliated" as used herein does not include a lawyer who, during the policy period and G118011A (06-2015) Page 5 © CNA All Rights Reserved. CNA while affiliated with the Named Insured: a) voluntarily ceases, permanently and totally, the private practice of law; or b) dies or becomes totally and permanently disabled. Such an lawyer will be deemed to be an Insured under paragraph A. above; C. any lawyer, law firm, partnership, professional corporation, professional association, limited liability company or limited liability partnership who acts as Of Counsel to the Named Insured or any non -employee independent contractor attorney to the Named Insured, but only for legal services rendered on behalf of the Named Insured and only if a fee inured or, in the event of a contingency fee, would have inured, to the Named Insured. No fee need inure to the Named Insured where eleemosynary (pro bono) legal services are rendered by such Of Counsel Insured where at the time of retention, there was approval by the appropriate committee or lawyer within the Named Insured that the matter would be handled without compensation. Any lawyer, law firm, partnership, professional corporation, professional association, limited liability company or limited liability partnership who previously qualified as an Insured under paragraph A. above, but gave up the position of partner, officer, director, stockholder -employee, associate, manager, member or employee to act exclusively as Of Counsel to the Named Insured, will be deemed to be an Insured under paragraph A. above; D. any person who is a former or current employee, other than an employed lawyer, of the Named Insured or any predecessor firm, but solely for services performed by such person within the course and scope of their employment by the Named Insured or any predecessor firm and provided that the services in dispute are legal services of the Named Insured or any predecessor firm; E. the estate, heirs, executors, administrators, assigns and legal representatives of an Insured in the event of such Insured's death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would have been provided coverage under this Policy; and F. the spouse or domestic partner of an Insured, but only to the extent that such Insured is provided coverage under this Policy. "Internet" means the worldwide public network of computers as it currently exists or may be manifested in the future, but Internet does not include the Named Insured's network. "Legal services" mean: A. those services, including eleemosynary (pro bono) services, performed by an Insured for others as a lawyer, arbitrator, mediator, title agent or other neutral fact finder or as a notary public. Any title agency or company, on whose behalf the Insured acts as title agent or designated issuing attorney, is not an Insured under this Policy; B. those services performed by an Insured as an administrator, conservator, receiver, executor, guardian, trustee or in any other fiduciary capacity and any investment advice given in connection with such services; C. those services performed by an Insured in the capacity as a member, director or officer of any professional legal association, including any Bar Association and any similar organization or association, its governing board or any of its committees; D. those services performed by an Insured as an expert witness, provided that such Insured was retained to offer expert opinion on issues related to the law, legal procedure or practice, or the legal profession; or E. those services performed by an Insured as an author or publisher of legal research papers or legal materials or the presenter of legal seminars or materials, but only where such services are performed without compensation or compensation attributable per publication, presentation or seminar is less than $25, 000. "Named Insured" means the persons and entities designated in the Declarations. "Network" means a party's local or wide area network owned or operated by or on behalf of or for the benefit of that party; provided, however, network shall not include the Internet, telephone company networks, or other public infrastructure network. "Network Damage" means: A. the unscheduled and unplanned inability of an authorized user to gain access to a network; B. electronic information damage; or C. the suspension or interruption of any network. "Non-public personal information" means personal information not available to the general public from which an individual may be identified, including without limitation, an individual's name, address, telephone number, social security number, account relationships, account numbers, account balances, and account histories. G118011A (06-2015) Page 6 © CNA All Rights Reserved. CNA "Personal injury" means an injury arising out of: false arrest, detention, or imprisonment; wrongful entry, or eviction, or other invasion of the right of private occupancy; libel, slander, or other disparaging or defamatory materials; a writing or saying in violation of an individual's right to privacy; malicious prosecution or abuse of process. "Policy period" means the period of time between the inception date and time shown in the Declarations and the date and time of termination, expiration or cancellation of this Policy. "Predecessor firm" means any sole proprietorship, partnership, professional corporation, professional association, limited liability corporation or limited liability partnership engaged in legal services and: A. to whose financial assets and liabilities the firm listed as the Named Insured in the Declarations is the majority successor in interest; B. of which the Named Insured retained 50% or more of the lawyers; or C. was previously deemed to be a predecessor firm under the lawyers professional liability policy issued by the Company immediately preceding this Policy. "Principal Insured" means an Insured member of the board of managers, director, executive officer, natural person partner, owner of a sole proprietorship, principal, risk manager or in-house general counsel of the Named Insured. "Prior insurer" means an insurer, including the Company and any subsidiary or affiliate of the Company, who has issued a lawyers professional liability insurance policy that is applicable to a claim, such policy having an inception date prior to the policy period. "Privacy breach notice law" means any statute or regulation that requires an entity who is the custodian of non- public personal information to provide notice to individuals of any actual or potential privacy breach with respect to such non-public personal information. Privacy breach notice laws include Sections 1798.29 and 1798.82- 1798.84 of the California Civil Code (formerly S.B. 1386) and other similar laws in any jurisdiction. "Privacy claim" means a demand, including the service of suit or the institution of any alternative dispute resolution proceeding, received by the Insured for money or services and alleging privacy injury and identity theft that occurred in the rendering of legal services. "Privacy injury and identity theft" means: A. any unauthorized disclosure of, inability to access, or inaccuracy with respect to, non-public personal information in violation of: 1. the Named Insured's privacy policy; or 2. any federal, state, foreign or other law, statute or regulation governing the confidentiality, integrity or accessibility of non-public personal information, including but not limited, to the Health Insurance Portability and Accountability Act of 1996, Gramm -Leach -Bliley Act, Children's Online Privacy Protection Act, or the EU Data Protection Act. B. the Insured's failure to prevent unauthorized access to confidential commercial information; "Privacy policy" means the Named Insured's policies in written or electronic form that: A. govern the collection, dissemination, confidentiality, integrity, accuracy or availability of non-public personal information; and B. the Insured provides to its clients, customers, employees or others who provide the Insured with non- public personal information. "No Liability" means that with respect to an Insured who is the subject of a Disciplinary Proceeding, there is a: A. final determination of no liability; B. a determination of no further action; or C. the matter is abandoned by the disciplinary authority. In no event shall the term "No Liability" apply to a Disciplinary Proceeding for which a settlement has occurred. "Related acts or omissions" mean all acts or omissions in the rendering of legal services that are temporally, logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision. "Related claims" mean all claims arising out of a single act or omission or arising out of related acts or omissions in the rendering of legal services. G118011A (06-2015) Page 7 © CNA All Rights Reserved. CNA "Security breach" means the failure of the Named Insured's network hardware, software, firmware, the function or purpose of which is to: A. identify and authenticate parties prior to accessing the Named Insured's network; B. control access to the Named Insured's network and monitor and audit such access; C. protect against computer viruses; D. defend against denial of service attacks upon the Named Insured or unauthorized use of the Named Insured's network to perpetrate a denial of service attack; or, E. ensure confidentiality, integrity and authenticity of information on the Named Insured's network. "Totally and permanently disabled" means that an Insured is so disabled as to be wholly prevented from rendering legal services provided that such disability: A. has existed continuously for not less than six (6) months; and B. is reasonably expected to be continuous and permanent. "Unauthorized access" means any accessing of information in the Insured's care, custody or control by unauthorized persons or by authorized persons accessing or using such information in an unauthorized manner. Unauthorized access also includes: A. theft from the Insured of any information storage device used by the Insured to: 1. store and retrieve information on the Insured's network; or 2. transport information between the Insured and authorized recipients; B. any unauthorized use by the Insured of information in the Insured's clients' care, custody or control if accessed by the Insured in the course of rendering legal services. IV. EXCLUSIONS This Policy does not apply: A. Intentional Acts to any claim based on or arising out of any dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing by an Insured except that: 1. this exclusion shall not apply to personal injury; 2. the Company shall provide the Insured with a defense of such claim unless or until the dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing has been determined by any trial verdict, court ruling, regulatory ruling or legal admission, whether appealed or not. Such defense will not waive any of the Company's rights under this Policy. Criminal proceedings are not covered under this Policy regardless of the allegations made against any Insured; 3. this exclusion will not apply to any Insured who is not found to have personally committed the dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing by any trial verdict, court ruling, or regulatory ruling. B. Bodily Injury/Property Damage to any claim for bodily injury, or injury to, or destruction of, any tangible property, including the loss of use resulting therefrom except that this exclusion of bodily injury does not apply to mental injury, mental anguish, mental stress, humiliation or emotional distress caused by personal injury; C. Status as Beneficiary or Distributee to any loss sustained by an Insured or claim made against an Insured as beneficiary or distributee of any trust or estate; D. Contractual Liability to any claim based on or arising out of an Insured's alleged liability under any oral or written contract or agreement, unless such liability would have attached to any Insured in the absence of such agreement; E. Insured vs. Insured G118011A (06-2015) Page 8 © CNA All Rights Reserved. CNA to any claim by or on behalf of an Insured under this Policy against any other Insured hereunder unless such claim arises out of legal services by an Insured rendered to such other Insured as a client; F. Capacity as Director, Officer, Fiduciary to any claim based on or arising out of an Insured's capacity as: 1. a former, existing or prospective officer, director, shareholder, partner, manager or member (or any equivalent position) of any entity if such entity is not named in the Declarations; or 2. a trustee of a pension, welfare, profit-sharing, mutual or investment fund or investment trust; or 3. a fiduciary under the Employee Retirement Income Security Act of 1974 and its amendments or any regulation or order issued pursuant thereto or any other similar state or local law; except that this exclusion does not apply to a claim based on or arising out of an Insured's capacity as a member, director or officer of any professional legal association, including any Bar Association and any similar organization or association, its governing board or any of its committees. G. Capacity as Public Official to any claim based on or arising out of an Insured's capacity as a public official or an employee or representative of a governmental body, subdivision or agency unless such Insured is deemed as a matter of law to be a public official or employee or representative of such entity solely by virtue of rendering legal services to it; H. Owned Entity to any claim based on or arising out of legal services performed, directly or indirectly, for any entity not named in the Declarations, if at the time of the act or omission giving rise to the claim, the percentage of ownership interest, direct or indirect, in such entity by any Insured, or an accumulation of Insureds, exceeded 10%. V. CONDITIONS A. Notice Notice of Claims The Insured, as a condition precedent to the obligations of the Company under this Policy, shall as soon as reasonably possible after learning of a claim give written notice to the Company during the policy period of such claim. The Company agrees that the Insured may have up to, but not to exceed, sixty (60) days after the Policy expiration to report a claim made against the Insured during the policy period if the reporting of such claim is as soon as reasonably possible. Notice of Potential Claims If during the policy period the Insured becomes aware of any act or omission that may reasonably be expected to be the basis of a claim against the Insured and gives written notice to the Company of such act or omission and the reasons for anticipating a claim, with full particulars, including but not limited to: 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 possible claim, then any such claim that arises out of such reported act or omission and that is subsequently made against the Insured and reported to the Company shall be deemed to have been made at the time such written notice was given to the Company. G118011A (06-2015) Page 9 © CNA All Rights Reserved. CNA B. Reimbursement of the Company Subject always to the Insured's right to consent to settlement, as set forth in Section I. INSURING AGREEMENT, paragraph C, Settlement, if the Company, in the exercise of its discretion and without any obligation to do so, pays any amount within the amount of the deductible, the Named Insured, or upon the Named Insured's failure to pay, the Insureds, jointly and severally, shall be liable to the Company for any and all such amounts and, upon demand, shall pay such amounts to the Company. C. Territory This Policy applies to an act or omission taking place anywhere in the world, provided that the claim is made and suit is brought against the Insured within the United States of America, including its territories, possessions, Puerto Rico or Canada. D. Other insurance If there is other insurance that applies to the claim, this insurance shall be excess over such other valid and collectible insurance whether such insurance is stated to be primary, contributory, excess, contingent or otherwise. When there is such other insurance, the Company will pay only its share of the amount of any damages and claim expenses, if any, that exceed the sum of: 1. the total amount that all such other insurance would pay for with respect to such claim in the absence of this insurance; and the total of all deductible and self -insured amounts under all that other insurance. This paragraph does not apply to any other insurance that was bought specifically to apply in excess of the Limits of Liability shown in the Declarations of this Policy. When this insurance is excess, the Company will have no duty under this Policy to defend the Insured against any claim if any other insurer has a duty to defend the Insured against that claim. If no other insurer defends, the Company will undertake to do so, but it will be entitled to the Insured's rights against all those other insurers. E. Assistance and cooperation of the Insured 1. The Insured shall cooperate with the Company and, upon the Company's request, shall attend hearings and trials and shall assist in effecting settlements, securing and giving of evidence, obtaining the attendance of witnesses, and the conduct of suits and proceedings in connection with a claim. 2. The Insured shall assist in the enforcement of any right of contribution or indemnity against any person or organization who or which may be liable to any Insured in connection with a claim. 3. The Insured shall not, except at its own cost, voluntarily make any payment, assume or admit any liability or incur any expense without the consent of the Company. F. Action against the Company No action shall lie against the Company by any third party, unless, as a condition precedent thereto: 1. there shall have been full compliance with all the terms of this Policy; and 2. the Insured's obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the claimant and the Company. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against an Insured, nor shall the Company be impleaded by the Insured or his legal representative. G118011A (06-2015) Page 10 © CNA All Rights Reserved. CNA G. Bankruptcy or Insolvency Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations hereunder. H. Subrogation In the event of any payment under this Policy, the Company shall be subrogated to all the Insured's rights of recovery thereof against any person or organization. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure and collect upon such rights. The Insured shall do nothing to prejudice such rights. Changes Notice to any of the Company's agents or knowledge possessed by any such agent or any other person shall not act as a waiver or change in any part of this Policy. It also will not prevent the Company from asserting any rights under the provisions of this Policy. None of the provisions of this Policy will be waived, changed or modified except by written endorsement, signed by the Company, issued to form a part of this Policy. Assignment No assignment of interest of the Insured under this Policy shall be valid, unless the written consent of the Company is endorsed hereon. K. Cancellation/ Nonrenewal 1. This Policy may be canceled by the Named Insured by returning it to the Company. The Named Insured may also cancel this Policy by written notice to the Company stating at what future date cancellation is to be effective. 2. The Company may cancel or non -renew this Policy by written notice to the Named Insured at the address last known to the Company. The Company will provide written notice at least sixty (60) days before cancellation or non -renewal is to be effective. If the Company cancels this Policy because the Insured has failed to pay a premium when due or has failed to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible, this Policy may be canceled by the Company by mailing to the Named Insured written notice stating when, not less than ten (10) days thereafter, such cancellation shall be effective. The time of surrender of this Policy or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery (where permitted by law) of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. 3. If the Company cancels this Policy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Company shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 4. The offering of terms and conditions different from the expiring terms and conditions shall not constitute a refusal to renew. L. Entire contract By acceptance of this Policy the Insured agrees that: 1. all of the information and statements provided to the Company by the Insured are true, accurate and complete and shall be deemed to constitute material representations made by all of the Insureds; 2. this Policy is issued in reliance upon the Insured's representations; 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 (all of which are deemed to be incorporated herein) embody all of the agreements existing between the Insured and the Company and shall constitute the entire contract between the Insured and the Company; and G118011A (06-2015) Page 11 © CNA All Rights Reserved. CNA the misrepresentation of any material matter by the Insured or the Insured's agent will render this Policy null and void and relieve the Company from all liability herein. M. Named Insured sole agent The Named Insured shall be the sole agent of all Insureds hereunder for the purpose of effecting or accepting any notices hereunder, 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. N. Liberalization If the Company adopts any revision that would broaden coverage under this policy form G-118011-A without additional premium at any time during the policy period, the broadened coverage will immediately apply to this Policy except that it will not apply to claims that were first made against the Insured prior to the effective date of such revision. O. Notices Any notices required to be given by an Insured shall be submitted in writing to the Company or its authorized representative. If mailed, the date of mailing of such notice shall be deemed to be the date such notice was given and proof of mailing shall be sufficient proof of notice. P. Trade and Economic Embargoes This policy does not provide coverage for Insureds, transactions or that part of damages or claims expenses that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. VI. EXTENDED REPORTING PERIODS As used herein, "extended reporting period" means the period of time after the end of the policy period for reporting claims that are made against the Insured during the applicable extended reporting period by reason of an act or omission that occurred prior to the end of the policy period and is otherwise covered by this Policy. A. Automatic extended reporting period If this Policy is canceled or non -renewed by either the Company or by the Named Insured, the Company will provide to the Named Insured an automatic, non -cancelable extended reporting period starting at the termination of the policy period if the Named Insured has not obtained another policy of lawyers professional liability insurance within sixty (60) days of the termination of this Policy. This automatic extended reporting period will terminate after sixty (60) days. B. Optional extended reporting period 1. If this Policy is canceled or non -renewed by either the Company or by the Named Insured, then the Named Insured shall have the right to purchase an optional extended reporting period. Such right must be exercised by the Named Insured within sixty (60) days of the termination of the policy period by providing: a. written notice to the Company; and b. with the written notice, the amount of additional premium described below. 2. The additional premium for the optional extended reporting period shall be based upon the rates for such coverage in effect on the date this Policy was issued or last renewed and shall be for one (1) year at 100% of such premium; two (2) years at 150% of such premium; three (3) years at 175% of such premium; six (6) years at 225% of such premium; or, for an unlimited period at 250% of such premium. 3. The premium for the optional extended reporting period is due on its effective date. This optional extended reporting period is non -cancelable and the entire premium shall be deemed fully earned at its commencement without any obligation by the Company to return any portion thereof. G118011A (06-2015) Page 12 © CNA All Rights Reserved. CNA C. Death or disability extended reporting period If an Insured dies or becomes totally and permanently disabled during the policy period, then upon the latter of the expiration of: the policy period; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period, such Insured shall be provided with a death or disability extended reporting period as provided below. a. In the event of death, such Insured's estate, heirs, executors or administrators must, within sixty (60) days of the expiration of the policy period, provide the Company with written proof of the date of death. b. If an Insured becomes totally and permanently disabled, such Insured or Insured's legal guardian must, within sixty (60) days of the expiration of the policy period, provide the Company with written proof that such Insured is totally and permanently disabled, including the date the disability commenced, certified by the Insured's physician. The Company retains the right to contest the certification made by the Insured's physician, and it is a condition precedent to this coverage that the Insured agree to submit to medical examinations by any physician designated by the Company at the Company's expense. This extended reporting period is provided until such Insured shall no longer be totally or permanently disabled or until the death of such Insured in which case subparagraph a. hereof shall apply. 2. No additional premium will be charged for any death or disability extended reporting period. D. Non -practicing extended reporting period 1. If an Insured retires or otherwise voluntarily ceases, permanently and totally, the "private practice of law" during the policy period and has been continuously insured by the Company for at least three (3) consecutive years, then such Insured shall be provided with an extended reporting period commencing upon the latter of the expiration of: the policy period; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period. 2. This extended reporting period is provided until such Insured shall resume the "private practice of law" or until the death of such Insured in which case subparagraph C.1.a. hereof shall apply. 3. No additional premium will be charged for any non -practicing extended reporting period. As used herein, the "private practice of law" means the practice of law performed by an Insured for a fee, including hourly, contingent or lump sum, as a sole practitioner or as a partner, officer, director, stockholder -employee, associate, manager, member or employee, of a law firm, or any agreement to act as an independent contractor or "Of Counsel" to a law firm. "Private practice of law" does not include the practice of law by an Insured on an eleemosynary (a pro bono) basis or services performed by an Insured solely as a mediator or arbitrator. E. Extended reporting periods limits of liability and deductibles 1. Automatic and optional extended reporting periods limits of liability and deductibles a. Where the Company has the right to nonrenew or cancel this Policy, and it exercises that right, then the Company's liability for all claims reported during the automatic and optional extended reporting periods shall be part of and not in addition to the limits of liability for the policy period as set forth in the Declarations and Section II.A. and B. of this Policy. The deductible applicable to such claims shall be part of and not in addition to the deductible as set forth in the Declarations and Section II.C. of this Policy. b. If this Policy is canceled by the Named Insured or if the Company offers to renew this Policy, and the Named Insured refuses such renewal offer, then the Company's liability for all claims reported during the automatic and optional extended reporting periods shall be reinstated to the limits of liability applicable to this Policy as set forth in the Declarations and Section II.A. and B. of this Policy. The deductible applicable to such claims shall be reinstated to an amount equal to the deductible as set forth in the Declarations and Section II.C. of this Policy. 2. Separate death or disability and non -practicing extended reporting period limits of liability G118011A (06-2015) Page 13 © CNA All Rights Reserved. CNA a. Limit of Liability - Each "Claim" Subject to paragraph B. below, the Company's limit of liability for each claim first made against the Insured and reported to the Company during the death or disability extended reporting period or non -practicing extended reporting period shall not exceed the amount stated in the Declarations as the "Each Claim Death or Disability and Non - Practicing extended reporting period limit of liability". b. Limit of Liability - In the Aggregate The limit of liability of the Company for all claims first made against the Insured and reported to the Company during the death or disability extended reporting period or non - practicing extended reporting period shall not exceed the amount stated in the Declarations as the "Aggregate Death or Disability and Non -Practicing extended reporting period limit of liability". C. No Deductible No deductible shall apply to claims first made against the Insured and reported to the Company during the death or disability extended reporting period or non -practicing extended reporting period. F. Elimination of right to any extended reporting period There is no right to any extended reporting period: if the Company shall cancel or refuse to renew this Policy due to: a. non-payment of premiums; or b. non-compliance by an Insured with any of the terms and conditions of this Policy; or C. any misrepresentation or omission in the application for this Policy; or, if during the Policy Period such Insured's right to practice law is revoked, suspended or surrendered at the request of any regulatory authority for reasons other than that the Insured is totally and permanently disabled. G. Extended reporting period not a new policy It is understood and agreed that the extended reporting period shall not be construed to be a new policy and any claim submitted during such period shall otherwise be governed by this Policy. VII. HEADINGS The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, the Company has caused this Policy to be executed by its Chairman and Secretary, but this Policy shall not be binding upon us unless completed by the attachment of the Declarations. Chairman Secretary G118011A (06-2015) Page 14 © CNA All Rights Reserved. CNA SPECIALIZATION ENHANCEMENT ENDORSEMENT It is understood and agreed that: A claim expenses limit of liability is added to the Policy, as follows: A. The Item on the Declarations entitled LIMITS OF LIABILITY is amended to delete the phrase "Inclusive of claims expenses." B. The Section of the Policy entitled DEFINITIONS is amended by the addition of the following new definition: Damages limit of liability means the limit of liability applicable to damages, and, upon exhaustion of the claim expenses limit of liability, to claim expenses. C. The Section of the Policy entitled INSURING AGREEMENT, the subsection entitled Exhaustion of limits, is deleted in its entirety and replaced by the following: Exhaustion of limits The Company is not obligated to investigate, defend, pay or settle, or continue to investigate, defend, pay or settle a claim or pay any damages or claim expenses, if the damages limit of liability has been exhausted by the payment of damages, payment of claim expenses as set forth in paragraph I.D.2. of this endorsement, or the payment of both damages and claim expenses; or after the Company has deposited the remaining available damages limits of liability into a court of competent jurisdiction, even if any claim expenses limit of liability remains. In such case, the Company shall have the right to withdraw from the further investigation, defense, payment or settlement of such claim by tendering control of such investigation, defense or settlement of the claim to the Insured. D. The Section of the Policy entitled LIMITS OF LIABILITY AND DEDUCTIBLE is amended as follows: The paragraphs entitled Limit of liability — each claim and Limit of liability — in the aggregate are deleted in their entirety and replaced by the following: Damages limit of liability - each claim Subject to the aggregate damages limit of liability set forth below, the limit of liability of the Company for damages for each claim first made against the Insured and reported to the Company during the policy period shall not exceed the amount stated in the Declarations for each claim. Damages limit of liability - in the aggregate The limit of liability of the Company for damages for all claims first made against the Insured and reported to the Company during the policy period shall not exceed the amount stated in the Declarations as the aggregate. The following new paragraph is added: Claim expenses limit of liability — in the aggregate The limit of liability of the Company for the payment of claim expenses for all claims first made against the Insured and reported to the Company during the policy period shall not exceed the lesser of $500,000 or an amount equal to fifty percent (50%) of the each claim limit of liability stated on the Declarations. Claim expenses under the Policy shall first be applied to such claim expenses aggregate limit of liability. If and when such aggregate limit of liability for claim CNA82437XX (6-15) Policy No: 652396547 Page 1 Endorsement No: 1 Continental Casualty Company Effective Date: 01/01/2023 Insured Name: Stewart MacNichols Harmell, Inc. P.S. © CNA All Rights Reserved. CNA expenses is exhausted by payment of claim expenses, then and in that event only shall any remaining claim expenses be applied to the applicable damages limits of liability. E. Paragraphs I.A. through I.D. of this endorsement shall not apply if another endorsement attached to this Policy provides for the payment of claim expenses outside of the limits of liability stated in the Declarations or sets forth a claim expenses limit of liability that is separate from the limits of liability stated in the Declarations. II. The Section of the Policy entitled INSURING AGREEMENT, the subsection entitled Defense, is deleted in its entirety and replaced by the following: 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 and the Named Insured shall mutually agree on the appointment of counsel selected from the Company's list of Lawyers Professional Liability preferred counsel to investigate and to defend a claim. If a claim shall be subject to arbitration or mediation, the Company and the Named Insured shall mutually agree on the choice of arbitrators or mediators and in the conduct of any arbitration or mediation proceeding involving a claim covered by the Policy. Either party's agreement to defense counsel, mediators or arbitrators shall not be unreasonably withheld. III. The Section of the Policy entitled LIMITS OF LIABILITY AND DEDUCTIBLE, the subsection entitled Risk Management Incentives, the paragraph entitled Mediation, is deleted in its entirety and replaced by the following: Early Resolution: If a claim is settled or finally resolved within 364 days of the reporting of such claim to the Company, for an amount recommended to the Insured by the Company, then the Insured's deductible, applying to the claim, will be reduced by 50%. In no event shall the amount of the deductible waived hereunder exceed $25,000. However, the deductible will not be waived if the claim is resolved after the commencement of: a. a trial in a court of law; or b. the first motion for a motion for summary judgment by any party has been filed in a court of law; or the first evidentiary hearing in binding arbitration of the Claim. To the extent this provision is applicable and the Insured has paid more than 50% of the deductible, the Company will reimburse the Insured the amount paid in excess of 50% of the deductible within 60 days of the final resolution of the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA82437XX (6-15) Policy No: 652396547 Page 2 Endorsement No: 1 Continental Casualty Company Effective Date: 01/01/2023 Insured Name: Stewart MacNichols Harmell, Inc. P.S. © CNA All Rights Reserved. CNA EACH CLAIM DEDUCTIBLE ENDORSEMENT In consideration of a premium credit, it is understood and agreed that Item 4 of the Declarations is deleted in its entirety and replaced with the following: 4. DEDUCTIBLE: Each claim: $10000 (inclusive of claims expenses) It is further understood and agreed that Section II, LIMITS OF LIABILITY AND DEDUCTIBLE, the first paragraph of letter C. entitled Deductible, is deleted in its entirety and replaced with the following: C. Deductible - Each Claim The deductible amount stated in the Declarations for "each claim" applies to each and every claim made against an Insured. It shall be paid by the Named Insured and applies to the payment of damages and claims expenses for claims both first made against the Insured and reported to the Company in writing during the policy period. In the event the Named Insured fails to pay, the deductible shall be paid jointly and severally by all Insureds. The limits of liability set forth in the Declarations are in addition to and in excess of the deductible. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G118016ACC (12-11) Policy No: 652396547 Page 1 Endorsement No: 2 Continental Casualty Company Effective Date: 01/01/2023 Insured Name: Stewart MacNichols Harmell, Inc. P.S. © CNA All Rights Reserved. CNA NAMED INDIVIDUAL RETROACTIVE DATE ENDORSEMENT It is understood and agreed that no coverage is afforded under this Policy for any claims by reason of an act or omission committed by any person listed below that occurred prior to date listed opposite such person . Person Diane Whaley Jacob Zerby Joshua Weistaner Kaitlin Pimentel Mark McMahon Matt Zenner Maxim Poudrier-Tudan Maxwell Boltinghouse Rachel Loo Rane F. Casalengo Robert Jensen Salena Campbell Sean Parrent All other terms and conditions of the Policy remain unchanged. Date 08/22/2022 10/17/2019 09/22/2022 01 /01 /2015 07/27/2019 10/11 /2016 10/31 /2022 01 /28/2020 06/01 /2013 08/22/2022 01/01/2009 06/06/2022 02/02/2015 This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. 1�lk A - aAAo---A By Authorized Representative (No signature is required if issued with the Poli or if it is effective on the Policy Effective Date G-118024-A (4-08) Page 1 Continental Casualty Company Insured Name: Stewart MacNichols Harmell, Inc. P.S. Policy No: 652396547 Endorsement No: 3 Effective Date: 01 /01 /2023 © CNA All Rights Reserved. CNA LAWYERS PROFESSIONAL LIABILITY POLICY AMENDMENT OF TERMINATION PROVISIONS -WASHINGTON It is understood and agreed that Condition K. Cancellation/Nonrenewal is deleted and replaced in its entirety by the following: K. Cancellation and Nonrenewal Cancellation This Policy may be canceled by the Named Insured by surrendering it to the Company or producer. The Named Insured may also cancel the Policy by verbal or written notice by mail, fax or e-mail to the Company or producer, stating at what future date cancellation is to be effective. If the Company receives notice of cancellation from the Named Insured, it must accept and promptly cancel the policy issued as evidence of coverage effective the later of: (i) The date notice is received; or (ii) The date the insured requests cancellation. b. The Company may cancel this Policy by mailing or by delivering a written notice of cancellation, stating the reason for cancellation, to the Named Insured and its agent, if any, at the addresses last known to the Company. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. Written notice shall be provided at least 45 days prior to the effective date of cancellation. C. If the Company cancels the Policy due to nonpayment of premium, the Company will mail or deliver written notice of cancellation to the Named Insured at least 10 days prior to the effective date of cancellation. d. If the Company cancels the Policy due to failure to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible, the Company will mail or deliver written notice of cancellation to the Named Insured at least 45 days prior to the effective date of cancellation. e. Notice of cancellation must also be mailed or delivered to each mortgagee, pledgee or other person shown by the policy to have an interest in any claim which may occur thereunder at the last mailing address known to the Company. If the Company cancels this Policy, the earned premium shall be computed pro rata. If the Named Insured cancels this Policy, the Company shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 2. Nonrenewal If the Company elects to nonrenew this Policy, the Company will mail or deliver written notice of nonrenewal, stating the reason for nonrenewal, to all Named Insureds and their agent, if any, at the addresses last known to the Company, at least 45 days prior to the expiration date of this Policy, or anniversary date of this Policy if this Policy has been written for a term of more than one year. Delivery of such written notice by the Company shall be equivalent to mailing. G118039 A46 (1-12) Policy No: 652396547 Page 1 Endorsement No: 4 Continental Casualty Company Effective Date: 01/01/2023 Insured Name: Stewart MacNichols Harmell, Inc. P.S. © CNA All Rights Reserved. CNA b. If notice of nonrenewal is not provided pursuant to this Condition, the Company will renew this Policy unless the Named Insured fails to pay the renewal premium after the Company has expressed its willingness to renew, including a statement of the renewal premium to the Named Insured and its agent, if any, at least 20 days prior to the expiration date; or other coverage acceptable to the Insured has been procured prior to the expiration date of the Policy. G. The offering of terms and conditions different from the expiring terms and conditions does not constitute a refusal to renew. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G118039 A46 (1-12) Policy No: 652396547 Page 2 Endorsement No: 4 Continental Casualty Company Effective Date: 01/01/2023 Insured Name: Stewart MacNichols Harmell, Inc. P.S. © CNA All Rights Reserved. CNA LAWYERS PROFESSIONAL LIABILITY POLICY PROGRAM AMENDATORY ENDORSEMENT- WASHINGTON It is understood and agreed that Section V. CONDITIONS subsection H. Subrogation is deleted in its entirety and replaced with the following: H. Subrogation In the event of any payment under this policy, the Company shall be subrogated to all the Insureds' rights of recovery thereof against any person or organization, but only after the Insured have been made whole and are fully compensated for any Loss. 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. II. It is understood and agreed that Section V. CONDITIONS subsection M. Named Insured Sole agent is deleted in its entirety and replaced with the following: M. Named Insured Sole agent The Named Insured shall be the sole agent of all Insureds hereunder for the purpose of effecting or accepting any notices hereunder, 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. However, notice of cancellation must also be mailed or delivered to each mortgagee, pledgee or other person shown by the policy to have an interest in any claim which may occur thereunder at the last mailing address known to the Company. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. By Authorized Representative (No signature is required if issued with the Pol or if it is effective on the Policy Effective Date G118063 A46 (5-08) Policy No: 652396547 Page 1 Endorsement No: 5 Continental Casualty Company Effective Date: 01/01/2023 Insured Name: Stewart MacNichols Harmell, Inc. P.S. © CNA All Rights Reserved. CI A WSORANCE W TOM14 WffN SUSINFSS CONTINENTAL CASUALTY COMPANY CNA PLAZA CHICAGO, ILLINOIS 60685 LAWYERS PROFESSIONAL LIABILITY POLICY AMENDATORY ENDORSEMENT - EXTENDED REPORTING PERIODS WASHINGTON It is understood and agreed that Extended Reporting Periods Subsection F. Elimination of right to any extended reporting period is deleted in its entirety. All other terms and conditions of the Policy remain unchanged. POLICY N0.652396547 THIS ENDORSEMENT FORMS A PART OF THE ABOVE REFERENCED POLICY, AND TAKES EFFECT ON THE EFFECTIVE DATE AND HOUR OF SAID POLICY UNLESS ANOTHER EFFECTIVE DATE IS SHOWN BELOW, AND EXPIRES CONCURRENTLY WITH SAID POLICY. ISSUED TO: STEWART MACNICHOLS HARMELL, INC. P.S. EFFECTIVE DATE OF THIS ENDORSEMENT 01/01/2023 Complete only when this Endorsement is not prepared with the Policy or is not to be effective with the Policy Countersigned by AUTHORIZED REPRESENTATIVE G-118064-A46 (Ed.09/96) Page 1 of 1 CNA NAMED LATERAL HIRE EXCLUSION ENDORSEMENT It is understood and agreed that, only with respect to the specific persons or entities named below, Section I, Insuring Agreement, Subsection A. Coverage, is deleted in its entirety and replaced as follows: INSURING AGREEMENT A. Coverage The Company agrees to pay on behalf of the Insured all sums in excess of the deductible that the Insured shall become legally obligated to pay as damages and claim expenses because of a claim that is both first made against the Insured and reported in writing to the Company during the policy period by reason of an act or omission in the performance of legal services by the Insured, or by any person for whom the Insured is legally liable, while acting on behalf of the Named Insured for clients of the Named Insured provided that: 1. no Insured gave notice to a prior insurer of such claim or a related claim; 2. no Insured gave notice to any prior insurer of any such act or omission or related act or omission; 3. prior to the date an Insured first becomes an Insured under this Policy or became an Insured under the first policy issued by the Company (or its subsidiary or affiliated insurers) to the Named Insured or any predecessor firm, whichever is earlier, of which this Policy is a renewal or replacement, no such Insured had a basis to believe that any such act or omission, or related act or omission, might reasonably be expected to be the basis of a claim. Named Persons or Entities Diane Whaley Maxim Poudrier-Tudan Rane F. Casalengo Salena Campbell Joshua Weistaner All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G121011AC (4-08) Policy No: 652396547 Page 1 Endorsement No: 7 Continental Casualty Company Effective Date: 01/01/2023 Insured Name: Stewart MacNichols Harmell, Inc. P.S. © CNA All Rights Reserved. Signature: A,L �- Signature: JA arascondola(Jan 26, 202311:05 PST) Email: rlashley@kentwa.gov Email: jparascondola@kentwa.gov 2023-2024 SMH-Public Defense Contract Final Audit Report 2023-01-26 Created: 2023-01-24 By: KateLynn Jennings (kjennings@kentwa.gov) Status: Signed Transaction ID: CBJCHBCAABAA08XXsWvW50MeJ8- AF1icM2R4hT1BdHh "2023-2024 SMH-Public Defense Contract" History Document created by KateLynn Jennings (kjennings@kentwa.gov) 2023-01-24 - 4:34:07 PM GMT- IP address: 146.129.252.126 Document emailed to mhanson@kentwa.gov for signature 2023-01-24 - 4:37:29 PM GMT s Email viewed by mhanson@kentwa.gov 2023-01-24 - 4:49:38 PM GMT- IP address: 174.215.117.143 Signer mhanson@kentwa.gov entered name at signing as Merina Hanson 2023-01-24 - 4:50:07 PM GMT- IP address: 174.215.117.143 �>o Document e-signed by Merina Hanson (mhanson@kentwa.gov) Signature Date: 2023-01-24 - 4:50:09 PM GMT - Time Source: server- IP address: 174.215.117.143 Document emailed to Ronald Lashley (rlashley@kentwa.gov) for signature 2023-01-24 - 4:50:12 PM GMT Email viewed by Ronald Lashley (rlashley@kentwa.gov) 2023-01-26 - 0:51:50 AM GMT- IP address: 146.129.252.126 �>o Document e-signed by Ronald Lashley (rlashley@kentwa.gov) Signature Date: 2023-01-26 - 0:54:47 AM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to Julie Parascondola Qparascondola@kentwa.gov) for signature 2023-01-26 - 0:54:52 AM GMT Email viewed by Julie Parascondola (jarascondola@kentwa.gov) 2023-01-26 - 7:05:03 PM GMT- IP address: 146.129.252.126 d Document e-signed by Julie Parascondola Qparascondola@kentwa.gov) Signature Date: 2023-01-26 - 7:05:16 PM GMT - Time Source: server- IP address: 146.129.252.126 Powered by r � Adobe T Acrobat Sign '. Document emailed to ken@sbmhlaw.com for signature 2023-01-26 - 7:05:20 PM GMT Email viewed by ken@sbmhlaw.com 2023-01-26 - 10:11:49 PM GMT- IP address: 96.81.130.86 Signer ken@sbmhlaw.com entered name at signing as Ken Harmell 2023-01-26 - 10:17:46 PM GMT- IP address: 96.81.130.86 Document e-signed by Ken Harmell (ken@sbmhlaw.com) Signature Date: 2023-01-26 - 10:17:48 PM GMT - Time Source: server- IP address: 96.81.130.86 Q Agreement completed. 2023-01-26 - 10:17:48 PM GMT Powered by r � Adobe T Acrobat Sign