HomeMy WebLinkAboutSILVER & WRIGHT LLP 1 - 2013INSURANCE NOT ON FILE
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE: pRR 2. 3 2013
Q .1 C'40 Cry
LEGAL SERVICES AGREEMENT
N-2013-034
1 air C7rti2-
This AGREEMENT, made and entered into thi day of March, 2013, by and between
Silver & Wright LLP, a California limited liability p tnership C Attomays"), and the City of
Santa Ana, a charter city and municipal corporation duly organized and existing under the
constitution and laws of the State of California ("City"),
RECITALS
A. City desires to employ Attorneys to assist the City Attorney in the provision of legal
services to the City, and
B. Attorneys represent that they are licensed to practice law in the State of California, have
special experience and knowledge in the field of Code Enforcement, Receiverships and
Police Services, and desire to undertake said services.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows;
1. RETENTION OF ATTORNEYS City hereby agrees to and does retail Attorneys, for the
compensation hereinafter specified, to assist the City Attorney in transactional and litigation
services related to City matters and other legal issues when and as requested by the City Attorney to
do so. Attorneys accept said retention and agree to perform, in timely and efficient manner, all such
services as may be requested by the City Attorney, Attorneys shall confirm their acceptance of
work requested by City in writing by e-mail or letter.
2. PAYMENT FOR SERVICES RENDERED
A. FEES City agrees to compensate Attorneys, and Attorneys agree to accept from
City, as and for payment in full for all of said services in regard to each such action, compensation
at the rates set forth in Exhibit A, attached hereto and made a part hereof by this reference. The
total sum to be expended pursuant to this Agreement shall not exceed $25,000 during the term of
this Agreement,
B. REIMBURSEMENT FOR. COSTS City agrees to reimburse Attorneys for out-of-
pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of
process, and mail services authorized by the City Attorney in connection with the performance of
duties under this Agreement.
3. METHOD _OF' PAYMENT Attorneys shall submit a monthly statement specifying the
services perfornied, dates and na er of hours, and an itemization of expenses related thereto,
4. CONTROL OF LEGAT, MATTERS Attorneys agree that each and every matter or
proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain
under, and subject to the control and direction of said City Attorney stall stages, and that they shall
at all times keep the City Attorney informed of all matters pertaining thereto. City will keep
Attorneys informed of all significant developments in matters rolating to any representation
undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is
terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then
in their possession concerning each and every matter or proceeding in which they represented the
City pursuant to this Agreement.
5. TERM The term of this Agreement shall commence on the date first written above and
terminate upon die depletion of the maximum contract amount, unless terminated earlier pursuant to
Section 13 below.
6. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that,
in the performance of their covenants hereunder, Attorneys are and shall be independent contractors,
and not officers or employees of City.
7. INSURANCE Attorneys shall provide to the City Attorney proof of Professional
Liability (errors and omissions) insurance, with a combined single limit of not less than
$1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If
Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or
refuse to furnish the City with required proof that insurance has been procured and is in force
and paid for, the City shall have the right, at the City's election, to forthwith terminate this
Agreement. Such termination shall not affect Attorneys' right to be paid for its time and
materials expended prior to notification of termination.
7, INDEMIy1k;_ ATION Attorneys agree to and shall indemnify and hold harmless the
City, its officers, agents, employees, and representatives from liability for personal injury,
damages, restitution, ,judicial or equitable relief arising out of Attorneys' negligent or wrongful
performance or conduct of this Agreement.
$. CONFIDENTIALITY If Attorneys receive from the City information, which due to the
nature of such information is reasonably understood to be confidential and/or proprietary,
Attorneys agree that it shall not use or disclose such information except in the performance of
this Agreement, and further agree to exercise the same degree of care it uses to protect its own
information of lllce importance, but in no event less than reasonable care. "Confidential
fiAbrmation" shall include all nonpublic inforniatiou. Confidential information includes not only
written information, but also infortnatioa transferred orally, visually, electronically, or by other
means. Confidential information disclosed to either party by any subsidiary and/or agent of the
other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is
in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to
be disclosed by operation of law; or (e) is independently developed by the Attorneys without
reference to information disclosed by the City.
9. CONFLICT.OF INTEREST CLAUSE Attorneys covenant that it presently has no
interests and shall not have interests, direct or indirect, that would conflict in any manner with
performance of services specified under this Agreement.
10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be hi writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic commirmication in the manner provided in this Section, to the following persons:
To City: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
Telefacsimile (714) 647-6956
Courtesy Copy: City Attorney
City of Santa Ana.
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Telefacsimile (714) 647-6515
To Attorneys: Silver & Wright, LLP
4000 Barranca, Parkway, Suite 250
Irvine, CA 92604
Telefacsimile; (949) 385-6428
A party may change its address by giving notice in writing to the other party. Thereafter, any
notice, tender, demand, delivery, or other communication shall be addressed and transmitted to
the new address. If sent by mail, communication shall be effective or deemed to have been given
three (3) days after it has been depos[ted in [ho United Stakes mail, duly registered or cordfied,
with postagepreptud, and addressed as set forth above If sent. by tele0iosimile, communication
shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on
the transnissivn report issued by the transmitting facsimile machine, addressed as set forth
above. For purposes of calculating these time frames, weekends, federal, state, County or City
holidays shall be excluded,
it, EXCLUSIVITY A. D AMENbMENT This Agreement represents the complete and
exclusive statement between the City and Attorneys, and supersedes any and all other
agreements, oral or written, between the parties. In the event of a conflict between the terms of
this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This
Agreement may not be modified except by written instrument signed by the City and by an
authorized representative of Attorneys, The parties agree that any terms or conditions of any
purchase order or other instrument that are inconsistent with, or in addition to, the terns and
conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any parties, which are not embodied
herein,
12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized
services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest
herein without the prior written consent of the City and any such assignment, transfer, delegation
or subcontract without the City's prior written consent shall be considered null and void. Nothing
in this Agreement shall be construed to limit the City's ability to have any of die services which
are the subject of this Agreement performed by City personnel or by other Attorneys retained by
city.
13. TERMINATION This Agreement may be terminated by City at any time. In such event,
Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services
performed by Attorneys prior to receipt of such notice of termination. As a condition of such
payment, Attorneys shall deliver to the City all files and records generated under this Agreement as
of such date.
Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to
arrange alternative representation. In such case, City agrees to secure new counsel as quicldy as
possible and to cooperate fully in the substitution of the new counsel as counsel of record in ally
litigation in which Attorneys may be involved.
14. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed,
religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as
defined and prohibited by applicable law, in the recruitment, selection, training, utilization,
promotion, termination or other employment related activities. Attorneys aitnrn that it is an
equal opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
15. 7URISDICTION - VENUE This Agreement has been executed and delivered in the
State of California and the validity, interpretation, performance, and enforcement of any of the
clauses of this Agreement shall be determined and governed by the laws of the State of
California, Both parties farther agree that Orange County, California, shall be the venue for any
action or proceeding that may be brought or arise out of, in connection with or by reason of this
Agreement,
16. MISCELLANEOUS 1'ROVIS?ONS Each undersigned represents and warrants that its
signature herein below has the power, authority and right to bind their respective parties to each of
the terms of this Agreement, and shall indemnify City fiully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority or power is not,
in fact, held by the signatory or is withdrawn.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.
ATTEST:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
SONIA R gARVALHO
City A rg A ( d
By: '-
Ryan O.
Assistant
CITY OF S ' ANA
Kevin O' trtark
Interim City Manager
SILVER & WRIGHT, LLP
By:
Name:
Title:
Tax ID No.
5
N-2013-034
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.
ATTEST:
?? i/rGb s r wA'? f ??
Maria D Huizar
Clerk of the Council
C1TY OF S ?4I t1 ANA
I?evh1O" 'rrurke"
Interim City Manager
APPROVED AS TO FORM: SILVER & WRIGHT, LLP
SONIA R 1ARVALHO
City n
BY _.. ?. _. By. -
Ryan O, H.i. dge Name: _ t ? -
Assistant kty Atto ia?cay Title: _
e5a±±,£
Tax ID No. L1, 5`
SILVER &'WRIGHTLLP
Auorneys at Law
PROPOSAL TO PROVIDE LEGAL SERVICES FOR
CODE ENFORCEMENT, RECEIVERSHIPS AND
POLICE SERVICES
PRESENTED TO:
CITY OF SANTA ANA
MACH C, 2013
Executive Sunztnatq and Team ................. ............... ................................... ........... ........................................ 3
Proposed Services and Rates.- ....................................................................................... 4
A, Code Enforcement ............................................................................................................... 4
11 Criminal Prosecutions ............................................................. 4
I Civil Litigation .........................................................................................................4
3. Graf'fia Enforcement and Restitution .................
4. Administrative Cost Recovery, Appeals and Nuisance Proceedings ............... 3
S. CAIn Confiscations- ................................................................ 6
6. Otdinance Dtafting and General Code Enforcement Services 7
B, Receivexabips........................................................................................ 7
C, Pitehess Motion Defense ........................................................................ 7
Additional 'Information ..........:......................................................................................... 9
A. Effective Comrnunication .................................................................... 9
B. Cosa ....................................................................................................................................... 9
C. Inslrxance ................................................................................................. 9
Conclusion .................. „
2
Silva & Wright LLP was founded by Matthew Silver and Curds Wright, two attorneys with
substantial experience in providing cost-effective code enfotcement, receivership and police-related
legal services to public entities. Recognizing that different problems call for different remedies, the
firm's attorneys provide a comprehensive and particab&,ed approach to each issue public entities
face.
In addition, the fi m's attorneys have developed an expertise in maldng its services not only
cost-effective, but in many cases, cost neutral. The firm provides extremely cost-effective services
by offering alternative fee arrangements where possible, including flat rates for specific matters and
cases. Further, the attorneys' experience limits urtaecessary expenses and helps ensw:e positive
results in an efficient manner.
Silver & Wright has subswidal expertise in the following areas of law, which are discussed in
greater detail in this proposal:
1, Crimizlal prosecutions
2. Civi NiusazlceAbatementutgation
3. Graffiti l3nf4rcement and Rcsdtution
4. Adrninistradve Cost Recovery, Appeals and Abatement Proceedings
5. Gun Confiscations
6. Ordinance Dtaffing
7. Receiverships
S. RmhocrModonDefense
We are pleased to provide this proposal to the City of Santa Ana and thank you for the
opportunity, Silver & Wrighe,% proposed scope of wont rates and additional firm wormation are
provided ott the. following; pages.
ANL
A. CODE ENFORCEMENT
1. Criminal Prosecutions
a. General Municipal Code Violations
EIAX PAM: $475 per case; $159 per hour for trial.
Mr, Silver and IvIx. Wright have tremendous experience in criminally prosecuting
misdemeanor and infxactlon violations of aaaunicipal codes. We have successfully prosecuted
hundreds of cases involvlag all types of code violations, from excessive noise and public offeases to
businesses operating without a business license and other operations violations. Out experience
includes handling cases from investigation and case evaluation through trial and enforcement of
probation. As always, we place the spent in the best position possible to recover all of its fees and
costs.
Silver & Wright proposes a AAl_M of K75 per criminal case, which includes assisdug staff
with the investigation, reviewing the evidence and the citation or complaint dtaftinag, appea:i;ng jr,
court at the au:aiga meat, and pre-trial hearing, all communications with opposing counsel and City
staff, and case Updates' If the case proceeds to triad, a blended hourly t ate of $159 for attorneys and
$100 Cot paralegals would apply to handle the trial readiness heating„ trial proceedings, and any
subsequent appeals or conviction enforcement proceedings.
b. Violations Based on "Zoning and public Nuisance Chapters (Chs. 41 and 17)
RATE.: $1.59 per hoot.
As with general code: enforcement prosecutions, we have successfully prosecuted hundreds
of w4ni sal. cases based on violations of Zoning regulations and public nuisance provisions, In Santa
Ana., rlvs would refer to crurxin?al enforcement of Chapter: 41 and Chapter 17, Article 1 (property
based public nuisances).
Criminal prosecutions lnvolving these types of violaliasrs often involve additional drafting,
negotiations and court appearances, as well as en.torcemant afforts to ensure probation or civil
compromise terms are being followed. As such, Silver & Wright: would propose„ an hourly rate of
$159 for attorneys and $100 for paralegals. t-"P%;xaggyy._paytFeye.jri fy'pcs of
2. Civil Litigation
R : $179 per hour.
Code en£otcernent actions often necessitate civil litigation to enjoin and abate nuisances, and
recover civil penalties. At Silver & Wright, we have handled numerous such lawsuits for cities with
great success. We are paTticularly ksaowledgr..able of the array of special cases and laws that apply 1:0
abatement of public nuisances and the patticlular procedures that will help ensure success for our
clients. In additio;ts, we are, e gwxts in idculifping maid implementing the right strategy grid remedies
for the paricular Lunradon, lerom marijuana dispensaries to substandard housing and land use
violations, Mr, Silver and left. Wright have obtained numerous victories for public entity clients and
have handled matters from inception dvough case disposition.
For these services, Silver & Wright proposes a blended rate of $979 per hour for attorneys
and $100 per hour for paralegals.
3, Graffiti Enforcement and Rcstittntion
t $179 per knout,
Graffiti is not just an eyesore fox communities, it also stifles the sense of safety and cohesion
in a neighborhood and acts as a communication mechanists for gangs. Cleaning up graffiti costs
cities and taxpayers tens to hundreds of thousands of dollars each year..
At Silver & Wright, we recognize that rides should not beat the brunt of these costs,
especially in these lean economic times when fluids and personael are limited. As such, out
attorneys have developed and successfully implemented cutting-edge ordinances that allow cities to
comprehensively attack graffiti, recover their costs and deter graffiti in the fixture.
Our strategy involves maxituizing a city's graffiti fighting powers under State law, We create
tools for cities to recover their clean aap and investigation costa, then penalize the tuggers, and if a
minor, the parents as well, in the last six months alone, we hsve obtained over $50,000 in judgments
against tagrxs and their parents -- cost recovery that otherwise would have been lost. Moreover,
unlike juvenile court restitution, our cost recovery process does not stop when the juvenile's
probation ends. This means cities have at least a 10 year window for recovery instead of just a few
months or a year.
This approach leads to reduced graffiti, more parental responsibility and supervision over
their minors, and allows the city to maintain a source of revenue to clean up gtsi£fiti. One city
reported a 506/4 decrease ha graffiti expenses following these successful efforts. At the very least, this
strategy sends a strong message to taggera and gang members that their conduct will not be
tolerated.
We would assist City stiff in developing and. implementing this program by drafting
appropriate ordinances, worldng with enforcement officials to obtain the necessary evidence,
prepare and issue demand letters to taggers and parents, conducting settlement negotiations,
pursuing civil litigation to recover the city's costs and impose penalties, and helping the City enforce
the judgment and recover its award,
For these specialized and unique services, Silver & Wright proposes a blended hourly rate of
$179 per hour for attorneys and $100 per, hour for paralegals.
4. Administrative Cost Recovery, Appeals and Nuisance Hearings
A-T-JU,TF,: $850 per administrative hearing, $179 per hour for subsequent
appeals.
Ir. Silver and Mt, Wright have tremendous experience in. administrative proceedings,
including cost recovery hearings, appeals of administrative fares and actions, and nuisance
abatement hearings.
Cost recovery is one of out primary specialties. We helped cities develop and successfully
implement cutting-edge cost tecoveay procedures that ensure clients recover as .touch of their
attorneys' fees, court costs and staff costs as possible. We do this by drafting and helping staff
implement ordinances that snaxitnize recovery of fees and costs incurred in every nuisance
abatement action, whether the abatement takes the form of a criminal, civil, administrative or self
help.
In addition, we consider cost recovery as a component in providing advice to our clients
regarding enforcement strategy, and then implement those strategies during the enforcement action
to guarantee the agency will be in the bast position possible to recover all of its expenses.
Often, following an abatement by judicial, administrative of other action, the strategy calls
for an administrative hearing to confirm the agency's costs and fees. Once confirmed, those
expenses are recovered via an atray of remedies, including nuisance abatement liens, special
assessments, wage garnaishmeats, attachments, auct recovery agreements. We also effectively utilize
,Lis peudem and other title clouding tneasutes to ensure the City retains priority in property
encumbrances and to help ensure recovery.
Administrative proceedings can also be a cost-effective and inkiltnany adversarial method to
abate nuisances, handle appeals of administrative citations, liens and assessments, and meet due
process requirements. We have handled numerous such matters for cities from inception through
the, appellate courts with excellent results. In one recent example, we successfully defended a city
against two appeals of an administrative citation, then obtained a court: order awarding the city its
attorneys' fees involved in the process.
We are up to date on the legal xeq*rements for these hearings, includurg Ntgbtlifel,&iatero
issues, Foe Bn7S tcvocaaan and expiration constraints and due process regpiren ents.
Our services to the City Would include helping, staff identify when administrative hearings
are appropriate: or required, helping ensure the City's administrative procedures an followed,
preparing briefings for tlrc hearings, ruprown ting City staff at the hearings, and ensuring the City is
well positioned in the event o1 a w6t. or appeal to the Superior Court, and then helping the City
recover: its costs and attorneys' fees.
For these services, Silver & Wright proposes a fl rat of $850 for any administrative
proceedings related to appals of adul nistrative citations, nuisance abatement determinations and
cost recovery. This flat rate includes file review, preparing briefs and correspondence, assisting City
staff with administtative procedures and representing City staff at the initial administrative hearing.
For any subsequent appeals from these administrative proceedings, we propose a blended rate of
$179 per hour for attorneys and $100 per hour for paralegals.
91 Gim Con Yscation8
EL-A
$1,850 per case, $159 per hour for trial.
At Silver & Wright, we have worked with cities to keep guns out of the hands of criminals
and the mentally incapacitated. We have the particular expertise required to navigate the procedural
and legal requirements to succeed in gun confiscation cases.
For these services, Silver & Wright proposes a t r . , of $1,650 per gan confiscation case,
The flat rate includes drafting and filing documents with the court, obtaining and evaluating medical
records, attending court hearings, settlement negotiations, preparing settlement documents and
communicating with opposing counsel and City staff. If the matter proceeds to trial, we, propose a
blended rate of $159 per hour for attorneys and $100 per hour for paralegals.
61 Ordinance Drafting and General Code Enforcement services,
RAIEt $159 per hour,
At Silver & Wright, we have helped numerous cities develop ordinances allowing them to
aggressively and effectively deal with a wide variety of issues relating to cost recovery, nuisance
abatement, property maintenance, graf£id, foreclosures, adtninisttative citations and procedures,
liens and assessments, public offenses and many others.
For these services, and any miscellaneous and or general code enforcement related services
not otherwise provided for in this proposal, Silver & Wright proposes a blended rate of $159 pet
hour for attorneys and $100 pet hour for paralegals.
B. Rrsr. EMRSr"tzrs
RATS; $9.69 per hour
Receiverships are a very powerful tool to abate dilapidated buildings and structuxes, to
enforce judgments and preserve property interests, At Silver & Wright, we have experience in both.
1- Wth & Safety Code based receiverships and Code of Civil Procedure based receiverships. Me.
Silva frequently teaches classes on receiverships for a local communvty college and duougliout the
State for code enforcement and building associations, We have also published articles on this
unique and effective remedy.
If handled correctly, two of the main benefits of Health & Safety Code based receiverships
acre guaranteed compliance and foll.recovery of attorneys' fees and staff costs. Cities can also avoid
the costs and other difficulties involved in abating the nuisances itself by seeking a court appointed
receiver to solve the problew - all, at the expense of the nuisance property and its owner, With
receiverships, the City never has to pay the actual, costs of abating the nuisance conditions,
We have handled several receiverships and successfully obtained complete nuisance
abatunent, judgments ensuring ongoing compliance and awards of full attorneys' fees and staff costs
for our clients, Our unique erjpertlse and strategies help ensure that cities are freed ftonx the dangers
and blight pxesented by substandard properties, and that they do not bear the costs of enforcement.
For receivership services, Silver & Wright proposes a blended rate of $169 pet hour for
attorneys and $100 for paralegals.
C. Pr IJES5 M[oxtort l EFENsn
FLAT RATE; $989 per motion; $179 pet how for wits and appeals.
Pitehrus motion defense is a very specialized area of the lnw based in statute, but heavily
augmented by case law. Pilehess defense is vital for the City to show support for its police officers, to
protect police Officers' rights and privacy, and to maximize the effectiveness of law enfoxcement
efforts, We closely monitor developments in case law aflecting Pilebors motion defense and police
officer rights to ensure that we can provide police departments the best defense possible when it
comes to opposing motions to dkt* police officer personnel files, At Silver & Wright, we take
personal pride in supporting and defeating police officers' rights, which shows iu our dedicated and
personal attention to these matters.
For Pitebera motion defense, Silver & Wright proposes a flat rate of $989 per u okion, which
includes xcviewing the case file and motion pleadings, interviewing the officers, drafting and filittig
the opposition documents, and defetding the officer and City at the hearing. If the results of the
hearing are challenged by writ or appeal, we propose a blended rate of $179 per hour for attorneys
and $100 per hour for paralegals.
ADDMj i 1NEPAWnQN _..
A. EFFF crm COMNiMCATION
Our mission at Silver & Wright is to provide the City with the best legal representation
possible. To do so, we au r committed to e£factivelq c atatt -
,asucaang with City staff in every respect.
We will make ourselves available to listen and accurately respond to the inquiries of City staff, and
we will provide regular and timely updates regarding all, pending matters. We understand and
appreciate that time-sensitive demands require special attention, We WE provide the City and staff
with our direct phone numbers and email addresses to ensure immediate responses to staff needs.
B. COSTS
Reimbursement of costs advanced by Silver & Wright on behalf of the City, as wen as other
expenses, will be billed in addition to the amounts billed for fees, These normally include costs for
court filing fees, process server fees, .messenger fees, property title research and litigation guarantees,
printing and doctuneut reproduction, automobile mileage at the prevailing IRS rate, and other costs
necessary for legal representation. We have no mark-up on these costs and we make no separate
charges for adralwat:ative support, Our- fees include all routine word processing, secretarial, and
office administrative costs associated with the provision of legal services,
C. INSUkAmu
Silver & Wright carries professional liability coverage with larateotive lusurance Company
(policy number LPL-3000027-0313) in the amount of $1,000,000 as requited by law. Ttxotective
Insurance Company is an admitted insurance carrier in California and has a financial strength rating
of A.+ "Excellent" f.om MA, Best Company. We will be happy to provide the City with proof of
insnuance upon request.
gCugTO.
Silver & Might is very excited about this potential rekstionship with the City, and we look
forward to having the opportunity to support the City's code enforcement and police efforts.
In recent years, the attorneys at Silver & Wright have pioneered efforts to deliver. e££ectlve
code enforcement legal services to t5des on a coat neutral basis. properly designed and
implctnented, code enforcement efforts can at least be cast neutral, and even a source of revenue for
the City, which is especially important in these economically challenging times,
Our experience, pricing, training, location, and uniquely qualified approach make Silver &
Wright an ideal selection for the City's code enforcement and police cervices le0 representation, if
you req*o any additional info=action, please contact Matthew Silver at 714-.717-3554 of
rtigilver@ai'lverwrlglztlaw.com or Curtis Wright at 909-833-5420 or cw%jght@silverwrightlaw,eo=
Respectfully Submitted,
4 r °,
ttbs;w l?. ?.r, farmer.
SMVEx& WIUGIrrrx r
B7% . .
Curtis R.. Wrigh ?ftrtnei
1.0
,N°-o 0/3 -0 3-1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL CHANGES ENDORSEMENT
Endorsement forming part of and attaching to this Policy.
Effective 03/01/13, this Policy amended as follows:
? Amend policy number The policy number as appears on the Declarations Page is deleted
and replace as follows:
? Deductible: Item 4 of the Declarations is amended to read:
? Retroactive Date: Item 6 of the Declarations is amended to read:
? Period of Insurance: Item 2 of the Declarations is amended to read:
? Forms: The following forms are added to the policy:
The following forms are deleted from the policy:
? Name & Address Item 1 of the Declarations is amended to read:
? Locations: The following locations are added to the policy:
The following locations are deleted from the policy:
AS TO FORM
I qcz, -
Attorney
LPLEN01 [10/10] Page 1 of 2 Protective Insurance Company
? Premium: Item 5 of the Declarations is amended to read:
5. PREMIUM: $
® Limits: Item 3 of the Declarations is amended to read:
3. LIMITS OF LIABILITY
(a) $1,000,000.00 EACH CLAIM
(b) $1,000,000.00 in the AGGREGATE
including Defense Costs
The amendment or revision of the limits of liability replace and are not
in addition to the limits of liability afforded by this policy.
Details Section: (This section describes changes that are applicable to the selections above):
Total Return Premium: $N/A
Total Additional Premium: $600.00
Premium: $N/A
All other terms, conditions, limitations and exclusions of this Policy remain unchanged.
Policy Number: LPL-3000027-0313
Named Insured: Silver & Wright, LLP, Attorneys at Law
This endorsement is effective on the inception date of this Policy unless otherwise stated herein:
Endorsement Effective Date: 03/01/13
Aut rized Representative
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LAW ;, ..
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FOR COVERED ACTS COMMITTED SUBSEQUENT TO THE RETROACTIVE DATE, IF APPLICABLE, FOR WHICH CLAIMS ARE
FIRST MADE AGAINST YOU WHILE THE POLICY IS IN FORCE AND WHICH ARE REPORTED TO US NO LATER THAN SIXTY
(60) DAYS AFTER THE TERMINATION OF THIS POLICY. THE COVERAGE OF THIS POLICY DOES NOT APPLY TO CLAIMS
FIRST MADE AGAINST YOU AFTER THE TERMINATION OF THIS POLICY UNLESS, AND IN SUCH EVENT ONLY TO THE
EXTENT AN EXTENDED REPORTING PERIOD OPTION APPLIES.
POLICY NUMBER: LPL-3000027-0313 Replacing: N/A
Producer Code: MAILEGA
1. NAMED INSURED: Silver & Wright, LLP, Attorneys at Law
ADDRESS: 3281 East Guasti Road, Suite 700
Ontario, CA 91761
2. PERIOD OF INSURANCE: FROM: 03/01/13 TO: 03/01/14
12.01AM STANDARD TIME AT THE ADDRESS SHOWN IN ITEM 1 ABOVE.
3. LIMITS OF LIABILITY
(a) $500,000.00 EACH CLAIM
(b) $1,000,000.00 in the AGGREGATE
including Defense Costs
4. DEDUCTIBLE
(a) $15,000.00 EACH CLAIM
(b) $0.00 in the AGGREGATE
including Defense Costs
5. PREMIUM US $3,158.00
6. RETROACTIVE DATE: 03/01/2013
7. Notice to insurer: Protective Insurance Company
P.O. Box 7099 Tel.: (800)410-3694
Indianapolis, IN 46204-7099 Fax: (800)497-6338
8. Forms and endorsements attached at inception of coverage. Refer to schedule of forms.
Disclosure 9.2011 LPLPOL 01 LPLNOT 01 (01113)
LPLNOT 02 LPLEN 00 LPLEN 37
LPLEN 38 LPLEN 00
Issued on: March 13, 2013 at Allendale, New Jersey
for Jorgensen & Company
Authorized Representative and Managers for The Legal Professionals'
Purchasing Group,l s
Countersigned at Allendale. New Jersey
on: March 13, 2013
LPLDEC 01 [10/101 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CALIFORNIA STATE AMENDATORY ENDORSEMENT
CONDITIONS Section 6.8 NOTICE OF CANCELLATION is deleted and replaced by the following:
6.8a Cancellation
1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us
advance written notice of cancellation
2. Cancellation of Policies in Effect:
a. 60 Days or Less
If this policy has been in effect for 60 days or less, we may cancel this policy by mailing or
delivering to the first Named Insured written notice of cancellation at least:
(1) 10 days before the effective date of cancellation if we cancel for:
a. Nonpayment of premium; or
b. Discovery of fraud by:
(i) Any insured or his or her representative in obtaining this insurance; or
0) You or your representative in pursuing a claim under this policy.
(2) 30 days before the effective date of cancellation if we cancel for any other reason.
b. More Than 60 Days
If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we
may cancel this policy, only for one or more of the reasons listed below, by mailing or delivering
to the first Named Insured written notice of cancellation at least:
(1) 10 days before the effective date of cancellation if we cancel for:
(a) Nonpayment of premium; or
(b) Discovery of fraud or material misrepresentation by:
I. Any insured or his or her representative in obtaining this
insurance; or
I. You or your representative in pursuing a claim under this policy.
(2) 30 days before the effective date of cancellation if:
(a) A judgment by a court or an administrative tribunal that you have violated a
California or Federal law, having as one of its necessary elements an act which
materially increases any of the risks insured against;
(b) Discovery of willful or grossly negligent acts or omissions, or of any violations of state
laws or regulations establishing safety standards, by you or your representative,
which materially increase any of the risks insured against;
(c) Failure by you or your representative to implement reasonable loss control
requirements, agreed to by you as a condition of policy issuance, or which were
conditions precedent to our use of a particular rate or rating plan, if that failure
materially increases any of the risks insured against;
(d) A determination by the Commissioner of Insurance that the:
(i) Loss of, or changes in, our reinsurance covering all or part of the risk would
threaten our financial integrity or solvency; or _
(ii) Continuation of the policy coverage would place us in violation of California law or
the laws of the state where we are domiciled or threaten our solvency.
LPLEN 37 [10/101 Page 1 of 2 Protective Insurance Company
(e) A change by you or your representative in the activities or property of the commercial
or industrial enterprise, which results in a materially added, increased or changed risk,
unless the added, increased or changed risk is included in the policy.
3. The mailing of such notice as aforesaid shall be sufficient proof of notice and this Policy shall terminate at
the date and hour specified in such notice. If this Policy shall be cancelled by the first Named Insured,
we shall retain the customary short rate proportion of the premium hereon, except as otherwise provided
in this Policy. If this Policy shall be cancelled by us, we shall retain the pro rata proportion of the premium
hereon.
6.8b. Nonrenewal - Thefollowingisadded:
1 . If we elect not to renew this policy, we will mail or deliver to the first Named Insured written notice of
nonrenewal at least 120 days before the end of the policy period. If we offer to renew or continue and
you do not accept, this policy will terminate at the end of the current policy period. Failure to pay the
required renewal or continuation premium when due shall mean that you have not accepted our offer. If
we fail to mail proper written notice of nonrenewal and you obtain other insurance, this policy will end on
the effective date of that insurance.
2. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. If notice
is mailed, proof of mailing will be sufficient proof of notice.
3. We are not required to send notice of nonrenewal in the following situations:
a. If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is
between us and a member of our insurance group.
b. If the policy has been extended for 90 days or less, provided we give 120 days' notice before the
end of the policy period.
C. If you have obtained replacement coverage, or the first Named Insured has agreed, in writing,
within 60 days of the termination of the policy, to obtain that coverage.
d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance
that it will not be renewed.
e. If the first Named Insured requests a change in the terms or conditions or risks covered by the
policy within 60 days of the end of the policy period.
f. If we have made a written offer to the first Named Insured, within 120 days before the end of the
policy period, to renew the policy under changed terms or conditions or at an increased premium
rate, when the increase exceeds 25%.
Policy Number: LPL-3000027-0313
Named Insured: Silver & Wright, LLP, Attorney at Law
This endorsement is effective on the inception date of this Policy unless otherwise stated herein:
Endorsement Effective Date: 03/01/13
Au oriz Representative
LPLEN 37 [10/10] Page 2 of 2 Protective Insurance Company
NOTICE TO CALIFORNIA POLICYHOLDERS
California Insurance Code 135(b)
Please note the following:
(a) No purchasing group may offer insurance policy coverage prohibited by Section 533.5 or
declared invalid by the Supreme Court of California.
(b) A purchasing group which obtains liability insurance from an insurer not admitted in this state
or a risk retention group shall inform each of the members of the group which have a risk
resident or located in this state all of the following:
(1) The risk is not protected by an insurance insolvency guaranty fund in this state.
(2) The risk retention group or such insurer may not be subject to all insurance laws and
regulations of this state.
LPLEN 38 [10/10] Page 1 of 1 Protective Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXCLUDED PRIOR CLAIMS NOTIFICATION ENDORSEMENT
Endorsement forming part of and attaching to this Policy.
Section 5 EXCLUSIONS is amended to add the following:
This policy excludes coverage for any loss in connection with a claim:
based on, arising out of, or in any way related to:
a) any act, circumstance, or event committed, omitted, or occurring prior to the Policy Period if, on or
before the Effective Date, the Named Insured knew or could have reasonably foreseen that such
act, circumstance, or event could give rise to a Claim against any of you, unless such Claim
became known to you after the inception of your first attorneys' professional liability insurance
policy by us and that has been continuously renewed by us;
b) any pending or prior: (i) Claim, demand, suit, arbitration, mediation, or litigation, or (ii)
administrative, bankruptcy, regulatory proceeding, or investigation, of which you had notice, or
alleging or derived from the same or essentially the same facts as alleged in such pending or
prior Claim, demand, suit, arbitration, mediation, litigation, or administrative bankruptcy, or
regulatory proceeding or investigation.
C) any way related to any covered acts that have been the subject of any notice given prior to the
inception date of this Policy under or pursuant to any insurance coverage in effect prior to this
Policy as to any claim or any potential claim or circumstance that may or could give rise to a claim
against the Insured.
All other terms and conditions of this Policy remain unchanged.
Policy Number: LPL-3000027-0313
Named Insured: Silver & Wright, LLP, Attorney at Law
This endorsement is effective on the inception date of this Policy unless otherwise stated herein:
Endorsement Effective Date: 03/01/13
oriz epresentaWe
LPLEN00 (02/13] Page 1 of 1 Protective Insurance Company
Lawyers' Professional
Liability Insurance Policy
Protootivo
Insurance Company
THIS IS A CLAIMS MADE AND REPORTED POLICY. PLEASE REVIEW THE POLICY CAREFULLY.
NOTICE: EXCEPT AS MAYBE OTHERWISE PROVIDED HEREIN, THE COVERAGE OF THIS POLICY IS
LIMITED TO LIABILITY FOR COVERED ACTS COMMITTED SUBSEQUENT TO THE RETROACTIVE DATE, IF
APPLICABLE, FOR WHICH CLAIMS ARE FIRST MADE AGAINST YOU AND REPORTED WHILE THE POLICY /S
IN FORCE. THE COVERAGE OF THIS POLICY DOES NOT APPLY TO CLAIMS FIRST MADE AGAINST YOU
AFTER THE TERMINATION OF THIS POLICY UNLESS, AND IN SUCH EVENT ONLY TO THE EXTENT, AN
EXTENDED REPORTING PERIOD OPTION APPLIES.
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what
is not covered. Throughout this Policy the words "we", "us" and "our" refer to the Company providing this insurance.
Other words and phrases that appear in bold have special meaning. Refer to Section 4. DEFINITIONS.
In consideration of the payment of the premium, in reliance upon the statements made to us in the application and
subject to the LIMITS OF LIABILITY and all other terms, conditions, exclusions and limitations contained herein, we
agree as follows:
1. INSURING AGREEMENT
1.1 Coverage
This policy will pay on your behalf, loss arising from a claim first made against you during the policy
period and reported in writing to us during the policy period or, if applicable, the extended reporting
period pursuant to the terms of this policy for any actual or alleged covered act whenever or wherever
such covered act has been committed by:
1.1.1 you in rendering or failure to render professional services for others; and
1.1.2 any other person or law firm in rendering or failure to render professional services for others on
your behalf for whose covered act you are legally responsible;
provided that:
a. you report the claim in writing to us as soon as practicable, but in no event later than sixty (60) days
after expiration or termination of this policy as permitted by CONDITIONS 6.9.1 of this policy, or during
an optional extended reporting period, if applicable; and
b. the covered act was committed on or after the retroactive date and before the end of the policy
period; and
c. the claim does not result from events that you knew, prior to the EFFECTIVE DATE shown in the
Declarations, would result in a demand against you, unless such demand became known to you after
the issue of your first attorneys' professional liability insurance policy by us and that has been
continuously renewed by us.
LPLPOL01 [10/10] Page 1 of 14 Protective Insurance Company
1.2 Defense and Settlement:
We have the right and duty to defend, subject to and as part of the Limits of Liability, any claim made
against you during the policy period and reported in writing to us during the policy period or, if
applicable, the extended reporting period pursuant to the terms of this policy for any actual or alleged
covered act for which coverage is afforded under this policy, even if any of the allegations of the claim
are groundless, false, or fraudulent.
We have the right to make any investigation we deem necessary with respect to any claim or notice of a
covered act under this policy. We have the right to make, with your written consent or the consent of
your designee, any settlement of a claim under this policy.
In all events, we will not be obligated to settle any claim, pay any loss, or undertake or continue defense
of any claim after the applicable LIMIT OF LIABILITY has been exhausted by settlement of any claim or
payment of any loss. In each such case, we will have the right to withdraw from the further defense of the
claim by tendering control of the defense to you.
You will not, except at your own cost, admit or assume any liability, settle any claim or incur any costs in
connection with a claim without our written consent.
1.3 Coverage Extensions
1.3.1 Disciplinary Proceedings
Subject to a limit of $50,000, we will pay on your behalf defense costs you incur responding to a
disciplinary proceeding first commenced against you and reported to us in writing during the policy
period, or an extended reporting period, if applicable, as a result of a covered act committed by you
on or after the retroactive date.
The limit of liability applicable to this section is the maximum amount payable for the policy period,
regardless of the number of disciplinary proceedings first commenced during the policy period or the
number of you subject to disciplinary proceedings and is in addition to the AGGREGATE LIMIT OF
LIABILITY as set forth in the Declarations. No DEDUCTIBLE shall apply to this coverage extension.
1.3.2 Subpoena Expenses
We will pay on your behalf defense costs incurred in responding to a subpoena for documents or
testimony first received by you during the policy period, or an extended reporting period, if applicable,
resulting solely from your rendering or failure to render professional services performed by you on or
after the Retroactive Date and which has not resulted in a claim against you. We will, at your request,
and upon receipt of a copy of the subpoena, retain an attorney to advise you regarding the document
production and represent you during the preparation and giving of testimony.
Any notification you give to us of such subpoena shall be deemed to be notification of a covered act that
may give rise to a claim pursuant to CONDITIONS 6.3.
Defense costs paid pursuant to this coverage extension are in addition to the AGGREGATE LIMIT OF
LIABILITY as set forth in the Declarations. No DEDUCTIBLE shall apply to this coverage extension.
1.3.3 Expense Reimbursement
Subject to a limit of $750 each day, $10,000 per claim and an aggregate of $50,000 for the policy
period, we will reimburse each of you for actual loss of earnings and reasonable costs incurred when
LPLPOL01 [10/10] Page 2 of 14 Protective Insurance Company
you attend a hearing, trial or arbitration proceeding at our request in the course of defending an otherwise
covered claim.
Expense Reimbursement paid pursuant to this coverage extension is in addition to the AGGREGATE
LIMIT OF LIABILITY as set forth in the Declarations. No DEDUCTIBLE shall apply to this coverage
extension.
1.3.4 First Party Cyber Liability Coverage
We will reimburse you up to $25,000 per policy period for the cost of hiring a third party consultant or
adviser approved by us, including client notification costs, to mitigate the potential of legal liability claims
arising from any security breach which results in the loss or theft of confidential client information.
Coverage shall be excess and follow-form of all valid and collectible first party cyber liability coverage
provided to you under any specific policy, Business Owners policy or similar property coverage.
Coverage paid pursuant to this coverage extension are in addition to the AGGREGATE LIMIT OF
LIABILITY as set forth in the Declarations. No DEDUCTIBLE shall apply to this coverage extension.
1.3.5 Discriminatory Complaint Regulatory Coverage
We will reimburse you up to $25,000 per policy period for attorney fees and other reasonable costs or
fees paid to third parties approved by us as a result of a discrimination complaint both first made
against you and reported to us during the Policy Period in accordance with 6.3 Notice of Claim. In no
event shall the amount payable hereunder exceed $25,000 despite the number of you hereunder or the
number of such discrimination complaints.
Coverage paid pursuant to this coverage extension are in addition to the AGGREGATE LIMIT OF
LIABILITY as set forth in the Declarations. No DEDUCTIBLE shall apply to this coverage extension.
1.3.6 Supplemental Claims Expenses Coverage
Subject to the deductible as set forth in the Declarations, in the event the aggregate limit of liability as
stated in Item 3 of the Declarations is exhausted by payment of loss or defense costs under this policy
and there remain any unresolved or outstanding claims, we agree to reimburse you for an amount equal
to 10 percent of the limit of liability stated in Item 3 of the Declarations, up to a maximum amount of
$100,000 for defense costs incurred by you in handling defense of such unresolved or outstanding
claims.
1.3.7 Not for Profit Directorships Coverage
Subject to the deductible as set forth in the Declarations, we will reimburse you up to $15,000 per
claim/$30,000 per policy period for legal liability arising out of your activities as a Director or Officer of a
Not-for-Profit Organization, provided that such activities have been previously disclosed to us in the
application for coverage or in some other written form accepted by us.
Coverage shall be excess and follow-form of all valid and collectible Directors' and Officers' Liability
Insurance, which has been issued to such Not-for-Profit Organization and any indemnification
provided by such Not-for-Profit Organization.
1.3.8 Reputation Protection Coverage
We will reimburse you up to $10,000 per claim/$30,000 per Policy Period for reasonable fees, costs, and
expenses incurred by you for consulting services provided by a public relations firm approved by us to
you in response to a Reputation Claim which occurs and is reported to us during the Policy Period.
Coverage paid pursuant to this insuring agreement are in addition to the AGGREGATE LIMIT OF
LIABILITY as set forth in the Declarations. No DEDUCTIBLE shall apply to this section.
LPLPOL01 [10/10] Page 3 of 14 Protective Insurance Company
2. LIMITS OF LIABILITY AND DEDUCTIBLE
2.1. LIMITS OF LIABILITY
The LIMITS OF LIABILITY stated in the Declarations as each claim and aggregate are described below:
2.1.1 EACH CLAIM
The LIMIT OF LIABILITY, designated in Item 3(a) of the Declarations as EACH CLAIM, is the
maximum limit of our liability for loss arising from each claim first made against you during the
policy period and reported in writing to us during the policy period or, if applicable, extended
reporting period.
2.2.2 AGGREGATE
The LIMIT OF LIABILITY, designated in Item 3(b) of the Declarations as AGGREGATE, is the
maximum limit of our liability for all loss arising from all claims first made against you during the
policy period and reported in writing to us during the policy period or, if applicable, extended
reporting period.
Our limits of liability for the extended reporting period, if any, are part of, and not in addition to, the
LIMITS OF LIABILITY stated in Item 3 of the Declarations.
A single set of LIMITS OF LIABILITY will apply to loss arising from all claims alleging a covered act or
interrelated covered acts.
2.2 DEDUCTIBLE
This policy will pay only that part of the loss which exceeds the DEDUCTIBLE amount(s) stated in Item
4(a), or Item 4(b), of the Declarations, such DEDUCTIBLE amount(s) to be borne by you and will remain
uninsured.
The DEDUCTIBLE amount stated in the Declarations as EACH CLAIM or AGGREGATE or both is
described below:
2.2.1 EACH CLAIM
The EACH CLAIM DEDUCTIBLE amount stated in Item 4(a) of the Declarations, if any,
is the amount for which you are responsible with respect to loss arising from each claim.
2.2.2 AGGREGATE
The AGGREGATE DEDUCTIBLE amount stated in Item 4(b) of the Declarations, if any,
is the amount for which you are responsible with respect to loss arising from all claims,
in the aggregate, under this policy.
A single DEDUCTIBLE amount will apply to loss arising from all claims alleging the same covered act or
interrelated covered acts.
Our obligation to pay loss, including defense costs, in connection with any claim will only be in excess
of the DEDUCTIBLE, the amount of which must be borne by you at your own expense. We will have no
obligation whatsoever, either to you or to any other person or law firm, to pay all or any portion of the
DEDUCTIBLE on your behalf. We will, however, at our sole discretion, have the right and option to do
so, in which event you will repay to us any amounts so paid.
3. CLAIM MITIGATION
LPLPOL01 (10/10] Page 4 of 14 Protective Insurance Company
Subject to the conditions described therein, your DEDUCTIBLE obligation may be subject to one of the
following:
3.1 In the event a claim is fully and finally resolved to the satisfaction of all parties, including us, as a result of
alternative dispute resolution in a form acceptable to us, without resorting to litigation, we will waive your
DEDUCTIBLE obligation for such claim.
3.2 If within one year of being reported, or being deemed to have been made, in accordance with CONDITIONS
6.3 of this policy, a claim is fully and finally resolved to the satisfaction of all parties, including us, and all loss
and defense costs arising from such claim have been paid, your DEDUCTIBLE obligation for such claim
shall be reduced by 25% up to a maximum reduction of $25,000.
3.3 If a claim arises from an assignment in which you used an engagement letter containing a limitation of
liability clause and mediation clauses in a form approved by us that was signed prior to the covered act
being committed, your DEDUCTIBLE obligation for such claim shall be reduced by 50% up to a maximum
reduction of $10,000 each claim, and $25,000 in the aggregate for the policy period.
3.4 If we recommend a settlement within the applicable LIMIT OF LIABILITY which is acceptable to the claimant,
and you or your designee consent to such settlement within 45 days of our recommendation or within the
time permitted by the claimant to accept the claimant's demand, whichever is less, then your DEDUCTIBLE
obligation for such claim shall be reduced by 25% up to a maximum reduction of $25,000. We will reimburse
you for the difference between the DEDUCTIBLE amount previously paid in connection with the claim and
the amount of the reduced DEDUCTIBLE.
If, however, you or your designee does not consent to the settlement of the claim within the time frame
described above, the DEDUCTIBLE will remain at the amount set forth in Item 4 of the Declarations, even if
consent is given to a subsequent settlement of such claim. Furthermore, in the event you or your designee
does not consent to the settlement within the time frame described above, our liability for the claim will not
exceed the amount for which we could have settled the claim plus defense costs incurred up to the date of
the refusal to settle, subject to the LIMIT OF LIABILITY. We will have the right but not the obligation to
continue the defense of the claim after the date of the refusal to settle and may in such a case, at any time
after the date of the refusal to settle, deposit in escrow, subject to the applicable LIMIT OF LIABILITY, an
amount equal to the proposed settlement amount less any defense costs incurred after the date of the
refusal to settle and may withdraw from the further defense of the claim by tendering control of the defense to
you.
The maximum amount of the reduction in your DEDUCTIBLE obligation in respect to 3.1, 3.2, 3.3 or 3,4 above
shall be $50,000 for the policy period.
4. DEFINITIONS
Whenever used in this policy:
4.1 Alternative dispute resolution means the use of arbitration or non-binding mediation in a form approved
by us in which a neutral panel or individual assists the parties in reaching their own settlement.
4.2 Application means all applications, supplements, written statements and other materials furnished to us,
by you or through your agent, to procure lawyers' professional liability insurance and are part of this policy
as if physically attached.
4.3 Claim means:
a. a written or verbal demand for money or services;
b. a written or verbal demand to toll or waive a statute of limitations;
c. ajudicial civil proceeding;
d. a disciplinary proceeding including but not limited to a demand, grievance, or allegation involving a
covered act made against you to any professional association or society charged with the
responsibility to oversee professional disciplinary matters, whether or not such demand, grievance, or
LPLPOL01 [10/10] Page 5 of 14 Protective Insurance Company
allegation is initiated at or results in a formal civil proceeding in state or federal court but only to the
extent of the coverage afforded by Insuring Agreement 1.3.1; or,
e. any other regulatory, administrative, or arbitrative proceeding.
4.4 Controlling interest means the right, directly, or indirectly, to (a) vote 30% or more of the issued and
outstanding voting stock in an incorporated entity, (b) elect 30% or more of the directors of an incorporated
entity, (c) receive 30% or more of the profits of an unincorporated entity, or (d) have the position of general
partner of a limited partnership, managing general partner of a general partnership, or comparable position
in any other business enterprise.
4.5 Covered act means an act, error, or omission, including breach of contract or duty, breach of
fiduciary duty or personal injury arising from professional services performed by any of you.
Covered act includes:
1. Misdirection of electronic mail or other electronic media, including but not limited to, an intranet,
extranet or internet connection; or
2. Loss or theft of client information transmitted via electronic media or contained on any portable
computer or media device used for Professional Legal Services; or
3. Introduction of a computer virus or cybertoxin into, or enabling a denial of service attack on, a
third party's computer, computer system, or network; or
4. Enabling unauthorized access by a third party into another third party's computer, computer
system or network; or
5. by the insured exceeding authorization in accessing a third party's computer, computer system
or network; or
6. Personal Injury arising from your use of electronic media, including the insured publishing an
Internet web site or the insured's memberships of a social networking website;
arising from Professional Legal Services performed by any of the insured.
4.6 Cybertoxin means an unauthorized hazardous and destructive computer code, which includes, but is not
limited to a computer virus, mal ware, ad ware and spy ware, Trojan horses, nematodes, time or logic
bombs, or worms.
4.7 Defense costs means:
a. reasonable and necessary fees and costs incurred by us or incurred by you with our written consent
(including premiums for any appeal bond, attachment bond, or similar bond but without any obligation
to apply for or furnish any such bond) resulting from the investigation, adjustment, defense, or appeal
of a claim against any of you; provided, however, that defense costs will not include compensation
of any of you or our employees or officers; and
b. all costs taxed against you in a claim defended by us and interest which accrues after the entry of a
judgment and before we have tendered or deposited in court, or otherwise, such judgment amount
covered by the terms of this policy and for which you are legally liable.
4.8 Denial of service attack means an action that directs excessive data traffic to a Computer or Computer
Network in order to overwhelm its resources and capacity in an attempt to prevent appropriate access by
authorized users; however this does not include a reduction in resources and capacity caused by a mistake
in the original specification of the Computer or Computer Network capacity requirements.
4.9 Designee means the: (a) individual you have identified as Contact Person in the application; (b) your
managing or executive partner; or (c) your management committee, executive committee or general
counsel.
4.10 Disciplinary proceeding means a proceeding before a state or local bar association, peer review
committee or governmental regulatory agency.
LPLPOL01 [10/10] Page 6 of 14 Protective Insurance Company
4.11 Discrimination Complaint means any complaint filed with a government body or commission formed for
the express purpose to combat discrimination, against you by any individual who is or was your employee,
applicant for employment, partner, associate, Of Counsel or volunteer of the NAMED INSURED.
4.12 Extended reporting period means the period of time after the end of the policy period for reporting
claims arising out of covered acts occurring during the policy period. Terms and conditions relating to the
purchase of an extended reporting period endorsement are set forth in Condition 6.9.
4.13 Fiduciary, except in Exclusion 5.4, means you in your capacity as an administrator, conservator, executor,
guardian, committee of an incompetent, trustee, receiver, escrow agent, or any similar capacity but only in
the course of rendering or failure to render professional services for others.
4.14 NAMED INSURED means the individual, partnership, or firm engaged in the practice of law under the name
stated in Item 1 of the Declarations and its predecessor practice, if any.
4.15 Not-for-Profit Organization means an entity which qualifies as a nonprofit organization under Section
501(c) (3), (c) (4) (c) (6) or (c) (7) of the Internal Revenue Code of 1986, including amendments thereto. As
used herein, Not-for-Profit Organization shall not include the Named Insured or any client of the Named
Insured.
4.16 Interrelated covered act(s) means covered acts which are the same, related, or continuous; or covered
acts which arise from the same, related, or common nexus of facts. Claims can allege interrelated
covered acts regardless of whether such claims involve the same or different claimants, number of you, or
legal causes of action.
4.17 Loss means damages, judgments, settlements, and defense costs which you are legally obligated to
pay; provided, however, that loss does not include fines, penalties, sanctions, taxes, or exemplary
damages, the multiple portion of multiplied damages, reimbursement, disgorgement, reduction, set-off, or
return of fees, costs, or expenses, any amount for which you are not financially liable or for which is without
legal recourse to you, or matters which may be deemed uninsurable under the law pursuant to which this
policy is construed.
4.18 Policy period means the period of time between the inception date shown in Item 2 of the Declarations and
the effective date of cancellation or expiration of this policy but specifically excludes any extended
reporting period.
4.19 Predecessor practice means the lawyer(s) or law firm identified in the application as a predecessor
practice and to whose financial assets and liabilities the Named Insured is the majority successor in
interest (50% or more of the former firm's assets and liabilities).
4.20 Personal injury means allegations of libel, slander, or other defamatory or disparaging material or
publication; utterance in violation of an individual's right of privacy; false arrest, detention, or imprisonment;
covered entry, eviction, or other invasion of the right of private occupancy; or malicious prosecution.
4.21 Principal Insured means a 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.
4.22 Professional services means legal and consulting services and activities performed by you for others
provided that the remuneration for such services or advice, or a portion thereof, inures to your benefit:
4.22.1 performed as a lawyer, notary public, arbitrator, mediator, title insurance agent, designated issuing
lawyer to a title insurance company, fiduciary, or speaker or author of legal treatises;
4.22.2 provided by a lawyer in connection with any bar association, its governing board, or any of its
committees;
4.22.3 the publication or presentation of research papers or similar materials by you;
4.22.4 provided in connection with pro bono representation; or
4.22.5 provided by your employee in connection with assisting a lawyer to perform the activities described
in 4.22.1, 4.22.2, 4.22.3 and 4.22.4 above for others on the behalf of you.
LPLPOL01 [10/10] Page 7 of 14 Protective Insurance Company
4.23 Property Damage means injury to tangible property, including all resulting loss of use of that property or
loss of use of tangible property that is not physically injured.
4.24 Reputation Claim means any:
1. Covered Act;
2. death, departure or debilitating illness of a Principal Insured;
3. potential dissolution of the Named Insured;
4. incident of workplace violence; or
5. other event,
that the NAMED INSURED reasonably believes will have a material adverse effect upon the NAMED
INSURED's reputation
4.25 Retroactive date means the date specified in Item 5 of the Declarations or covered act committed on or
after that date.
4.26 We, our or us means the insurance company whose name appears on the Declarations of this policy.
4.27 You or your means the NAMED INSURED and any person which was, is or becomes any of the following:
a. a partner, principal, director, member, officer or shareholder or employed lawyer of you but only while
acting on your behalf;
b. your employee or leased or temporary employee of you but only while acting on your behalf;
c. an incorporated partner, including the shareholders thereof;
d. any other person or law firm who is a lawyer or law firm and who is: (i) designated as "counsel" or "of
counsel" to or (ii) engaged as an independent contractor or on a per diem basis by you, but in either
case only while acting on your behalf; and
e. the estate, heirs, executors, administrators, assigns, and legal representatives of any person or law
firm who previously qualified as you in the event of your death, incapacity, insolvency, or bankruptcy
but only to the extent that you would otherwise be provided coverage under this policy.
f. the lawful spouse of any of you solely by reason of:
1. spousal status; or,
II. a spouse's ownership interest in property or assets that are sought as recovery. This definition
shall not apply to the extent a claim alleges any wrongful act by such spouse.
In all events, coverage as afforded with respect to a claim made against you will only apply to covered
acts committed or allegedly committed by you on or after the date you joined the NAMED INSURED and
prior to the time you ceased to be a partner, principal, director, officer, shareholder or employee of the
NAMED INSURED.
5. EXCLUSIONS
This policy excludes coverage for any loss in connection with a claim
5.1 arising out of, based upon, or attributable to a criminal, fraudulent, malicious, or deliberate
misrepresentation, or intentional or knowing violation of law or dishonest covered act on the part of any of
you, or the gaining of any profit or advantage to which you were not legally entitled. This exclusion will not
apply to defense costs incurred in defending any such claims until it is determined by any trial verdict,
court ruling, regulatory ruling or legal admission, whether appealed or not, that you did commit such a
dishonest, fraudulent, criminal or malicious act or omission, or deliberate misrepresentation, or intentional or
knowing violation of law. This exclusion does not apply to any of you who did not intentionally participate in
committing such act or had no knowledge or reason to believe such an act, omission or violation of law was
being committed, and who made proper disclosure after obtaining personal knowledge of such conduct;
5.2 brought by or on behalf of you, in any capacity, against any other of you unless such claim arises solely
out of professional services performed in an attorney client relationship;
LPLPOL01 [10/10] Page 8 of 14 Protective Insurance Company
5.3 arising out of, based upon, attributable to, or alleging activities performed by you in connection with a trust
or estate if you are a beneficiary or distributes of the trust or estate;
5.4 arising out of, based upon, attributable to, or alleging activities performed by you as a fiduciary under the
Employee Retirement Income Security Act of 1974, its amendments, or any regulations or orders
promulgated pursuant thereto unless you are a fiduciary solely due to professional services rendered to
clients;
5.5 arising out of, based upon, attributable to, or alleging a covered act committed by you in connection with
any business enterprise which is not the NAMED INSURED if, at the time of such covered act any of you,
had a Controlling Interest in such business enterprise. This exclusion applies whether or not a lawyer-
client relationship existed;
5.6 arising out of, based upon, attributable to, or alleging the activities performed by you as a public official or
as an employee of a governmental body, subdivision, or agency thereof, unless you are employed solely to
render professional services and the remuneration for the professional services is paid to you;
5.7 arising out of, based upon, attributable to, or alleging bodily injury, sickness, disease, death, mental
anguish, emotional distress, or humiliation to any person. However, this exclusion does not apply to mental
anguish, emotional distress, or humiliation solely caused by personal injury;
5.8 arising out of, based upon, attributable to, or alleging property damage including destruction or loss of use
of tangible property. However, this exclusion does not apply to client records which are in your care,
custody or control, or over which you are exercising physical control for any reason;
5.9 except as provided in clause 1.3.5 Discriminatory Complaint Regulatory Coverage, arising out of any of
your past or present directors, officers, partners, members or employees alleging discrimination by you on
the basis of age, color, race, sex, sexual orientation, creed, national origin, or marital status;
5.10 arising out of, based upon, attributable to, or alleging any liability assumed by you under any contract or
agreement whereby you have agreed to participate in the payment of a loss, including lawyer's fees, court
costs, and costs payable under a title insurance policy.
5.11 any claim arising in whole or in part out of notarized certification or acknowledgment of a signature without
the physical appearance before such notary public.
6. CONDITIONS
6.1 Territory
This policy applies to covered acts occurring worldwide and suits brought in the United States its' territories
and possessions and Canada.
6.2 Multiple persons and entities insured, claims, and claimants
All claims alleging a covered act or interrelated covered acts regardless of: the number of claims; the
number of you insured; or, the number of claimants; are considered to be one claim. All such claims are
considered first made at the time the first claim alleging such covered act or interrelated covered acts
was first made. Interrelated covered acts are deemed to have occurred at the time the first interrelated
covered act occurred.
6.3 Notice of Claim and Claim Reporting Procedures
6.3.1 If, during the policy period or, if applicable, extended reporting period, either
a. a claim is made against any of you; or
b. (i) you (if an individual), (ii) any partner, principal, director, officer or shareholder (iii) any member
of your management or executive committee, or (iv) any person of the NAMED INSURED with
management responsibility for evaluating or dealing with actual or potential claims against you
LPLPOL01 [10/10] Page 9 of 14 Protective Insurance Company
knows or should reasonably foresee that a covered act committed by you could be the basis of a
claim,
then, as a condition precedent to your right to coverage under this policy with respect to such claim
or covered act, you or your designee will give to us Notice in writing of such claim or covered act
as soon as practicable during the policy period or within 60 days after the end of the policy period.
6.3.2 Such notice shall contain particulars as to the time, place, and circumstances of the events
complained of, and the names and, if known, addresses of all claimants and of any available
witnesses.
6.3.3 The Notice to us in compliance with this Paragraph 6.3 shall be deemed a Claim first made against
you and reported to us during the Policy Period or Extended Reporting Period, if applicable.
Any claim that may subsequently be made against you arising out of such act or omission, or
Covered Act, shall be deemed for the purposes of this insurance to have been made against you
on the date we received the notice complying with this Paragraph 6.3.
6.4 Your assistance and cooperation
You will give us and any defense counsel assigned by us full cooperation and such information as we and
defense counsel reasonably request; including upon our request, assisting in making settlements in the
conduct of claims, attending hearings, trials, arbitrations, and mediations, and assisting in securing and
giving evidence and obtaining the attendance of witnesses.
Your obligations under this Condition 6.4 will survive the termination or expiration of the policy.
6.5 Innocent Insured - Waiver of Exclusion and Breach of Condition
Whenever coverage under any provision of this policy would be excluded, suspended or lost because of
noncompliance with the terms or conditions relating to the giving of notice to us of any claim with respect to
which any other of you shall be in default solely because of the default or concealment of such default by
one or more of you responsible for the loss otherwise covered hereunder, we agree that such insurance
as would otherwise be afforded under this policy shall apply with respect to those of you who did not
personally commit or personally participate in committing one or more acts, errors or omissions described in
such exclusion or condition; provided that if the condition be one with which you can comply, after receiving
knowledge thereof, those of you entitled to the benefit of this condition shall comply with such condition
promptly after obtaining knowledge of such noncompliance.
6.6 Alternative Dispute Resolution with Respect to a Claim Made Against you
In the event a claim made against you can, by agreement between us and the claimant, be referred to
mediation or arbitration, then we will have the right to have the claim so referred. We will give you written
notice of the intention to refer such claim to arbitration or mediation, and we will be entitled to exercise any
of your rights with respect to mediation or arbitration including, without limitation, choice of arbitrator(s) or
mediator(s) as the case may be and choice of venue.
6.7 Subrogation
In the event of any payment under this policy, we will be subrogated to all of your rights of recovery against
any person or entity, and you will execute and deliver such instruments and paper and do whatever else is
necessary to secure such rights. You shall do nothing to prejudice such rights.
Your obligations under this Condition 6.7 shall survive the termination or expiration of the policy.
Any amounts so recovered shall first be applied toward reimbursement of any payments made by you
pursuant to your DEDUCTIBLE and any remaining balance shall be ours.
6.8 Notice of Cancellation
This policy may be canceled by you by surrender of this policy to us or any of our authorized agents or by
mailing to us written notice stating when thereafter the cancellation will be effective.
LPLPOL01 [10/10] Page 10 of 14 Protective Insurance Company
If you do not owe us any premium or other monies, this policy may only be canceled by us for material
misrepresentation, however we may elect not to renew the policy by mailing to you at the address shown in
Item 1 of the Declarations written notice stating when, no less than 60 days prior to expiration. If you owe
us any monies, this policy may be canceled by us by mailing a written notice of cancellation to you at the
address shown in Item 1 of the Declarations stating when, not less than 20 days thereafter, such
cancellation will be effective.
The mailing of notice as stated above will be sufficient proof of notice. The time of surrender or the effective
date and hour of cancellation stated in the notice will become the end of the policy period. Delivery by
hand or overnight courier (where permitted) of such notice either by you or by us will be equivalent to
mailing.
If you cancel the policy, returned premium will be computed in accordance with customary short rate table
and procedure. If we cancel the policy, earned premium will be computed pro rata.
Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after
cancellation becomes effective. Payment or tender of unearned premium is not a condition precedent of
cancellation, but such payment will be made as soon as practicable.
6.9 Extended Reporting Period Options
6.9.1 Automatic Extended Reporting Period
Without any additional premium being required you shall have sixty (60) days after the effective date of
cancellation or, in the event of non-renewal, after the date upon which the policy period ends, to report any
claim first made against you during this sixty (60) day period. This Automatic extended reporting period
shall terminate, and you shall not be entitled to any such Automatic extended reporting period, in the
event that this insurance is replaced with the same or similar insurance issued by us or any other
professional liability insurer, whether or not the terms, limits or deductibles are identical to those provided
under this policy. This automatic extended reporting period option shall not be available if this policy is
canceled effective as of policy inception for non-payment of premium.
6.9.2 Optional Extended Reporting Period
In the event of cancellation or nonrenewal of this policy by either you or us, you have the right, upon
payment to us or any of our authorized agents of an appropriate additional premium within 60 days of such
termination, to have issued an endorsement providing an extended reporting period. Coverage for claims
reported during the extended reporting period applies only to claims 1) for covered acts which occurred
prior to the cancellation, termination, or nonrenewal date of this policy and 2) which are otherwise covered
under this policy.
The appropriate additional premium and corresponding extended reporting period are a percent of the
last annual premium charged as follows:
a. 100% for a twelve (12) months Extended Reporting Period;
b. 125% for a twenty-four (24) months Extended Reporting Period;
c. 150% for a thirty-six (36) months Extended Reporting Period;
d. 175% for a sixty (60) months Extended Reporting Period; and
e. 225% for an unlimited Extended Reporting Period.
We will issue an Optional Extended Reporting Period endorsement only if:
6.9.2.1 you request it within sixty (60) days of the end of the cancellation, termination, or nonrenewal
date of this policy;
6.9.2.2 you have paid all premiums for this Policy at the time you request an Optional Extended
Reporting Period Endorsement; and
6.9.2.3 you promptly pay when due the additional premium for the endorsement but no later than 60
(sixty) days after the cancellation, termination, or nonrenewal date of this policy.
LPLPOL01 [10/10] Page 11 of 14 Protective Insurance Company
The right to either extended reporting period option under this Condition 6.9.2 is not available to any of
you where cancellation or nonrenewal by us is due to nonpayment of premium or other monies due to
us.
Any coverage afforded under the extended reporting period cannot be canceled or terminated. The
additional premium for the extended reporting period will be fully earned at the inception of the
extended reporting period.
6.9.3 Non-Practicing Extended Reporting Period
If you are a sole practitioner and during the policy period you permanently cease professional practice
for reasons not related to suspension or revocation of your license or death or disability as described in
CONDITIONS 6.9.4 below, we will provide a non-practicing extended reporting period as set forth
below.
a. The non-practicing extended reporting period will start with the date you cease professional
practice and ends when one of the following occurs:
1. you resume professional practice; however, you may purchase, at our option, a policy from
us to reinstate full prior acts coverage;
II. any insurance is issued which replaces, in whole or in part, the coverage afforded by the non-
practicing extended reporting period; or
III. the LIMITS OF LIABILITY have been exhausted.
b. The additional premium for this option shall be waived if you are a sole practitioner and have been
continuously insured by us or via LawGoldTA9 under a professional liability insurance policy for at least
three consecutive years prior to such cancellation or nonrenewal and are at least fifty-five (55) years
of age at the time you cease professional practice.
c. We will issue a non-practicing extended reporting period endorsement only if:
1. you request the endorsement no more than sixty (60) days after the date you cease
professional practice, or sixty (60) days after the end of the policy period, whichever is
earlier. Such request must include written notification of your cessation of professional
practice;
II. you have paid all premiums due for this Policy at the time you request a non-practicing
extended reporting period endorsement; and,
III. you promptly pay when due the additional premium for the endorsement.
6.9.4 Death or Disablement Extended Reporting Period
a. If, during the policy period, any of you die or become totally and permanently disabled, we will
extend a death or disablement extended reporting period at no charge. Totally and permanently
disabled means that you have become so disabled as to be completely prevented from rendering
professional services, and such disability:
I, has existed for not less than ninety (90) consecutive days; and
II. is expected to be continuous, total, and permanent.
b. The death or disablement extended reporting period will start on the date you die or become
totally and permanently disabled, and will end when one of the following occurs:
1. the executor or administrator of your estate has been discharged;
II. the total and permanent disability ends, whether or not you resume practice;
III. any insurance is issued which replaces, in whole or in part, the coverage afforded by the
death or disablement extended reporting period; or
IV. the LIMITS OF LIABILITY have been exhausted.
C. We will issue a death or disablement extended reporting period endorsement only if you or your
representative request it no more than ninety (90) days after the date of your death or total
LPLPOL01 [10/10] Page 12 of 14 Protective Insurance Company
permanent disability, or ninety (90) days after the end of the policy period, whichever is the later.
Such request must include:
1. a copy of the certified death certificate; or
II. written proof, certified by your attending physician, of total permanent disability including the
date it occurred;
6.9.5 Applicable to all extended reporting periods
The extended reporting periods
a) do not change the scope of coverage provided. The extended reporting periods only
apply to claims resulting from covered acts committed before the end of the policy
period and on or after the Retroactive Date, if any, shown in the Declarations;
b) do not reinstate or increase the LIMITS OF LIABILITY;
c) are not renewable; and
d) cannot, once in effect, be canceled. We need not return any part of the premium paid for
any reason whatsoever.
6.10 Change in Named Insured Membership
If, during the policy period, the total number of lawyers in the firm increases or decreases by more than
25% or 10, whichever is less, you must within 30 days of such increase or decrease give us written notice
thereof, and we will be entitled to impose such additional coverage terms and adjust the premium at our
discretion.
6.11 Other Insurance
This policy shall apply only as excess insurance over any other valid and collectible insurance, bond,
indemnification plan or self-insurance program unless such policy was purchased specifically written to be
excess of this policy.
If it is determined that both this insurance and any other primary, excess or contingent insurance or self-
insurance, apply to any claim covered by this policy on the same basis, we shall not be liable under this
policy for a greater proportion of the loss and defense costs than the applicable LIMITS OF LIABILITY
under this policy for such loss and defense costs bears to the total applicable LIMITS OF LIABILITY of all
valid insurance whether or not collectible against such claims.
6.12 Liberalization
If we adopt any revision that would broaden the coverage under the policy applicable to the LawGoldTM
program in your state without additional premium within forty-five (45) days prior to or during the policy
period, the broadened coverage will immediately apply to this policy.
6.13 Assignment
The interest of any of you under this policy is not assignable without our written consent. If you are an
individual and die or are adjudged incompetent, this policy will cover your legal representative with respect
to liability previously incurred and covered by this policy.
6.14 Authorization and Notice to Agent
Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver
or a change in any part of this policy or stop us from asserting any right under the terms, conditions,
exclusions, or limitations of this policy; nor will the terms, conditions, exclusions, or limitations of this policy
be waived or changed, except by endorsement issued to form a part of this policy and signed by our duly
authorized agent.
The NAMED INSURED will be the sole agent of all of you under this policy for the purpose of:
1. completing any applications and making any representations;
LPLPOL01 [10/10] Page 13 of 14 Protective Insurance Company
2. paying any premium and receiving any return premium that may become due under this policy;
3. effecting or accepting notices of cancellation, nonrenewal, premium increase, or change in policy
terms; and
4. exercising or declining to exercise any right under this policy, including declining or exercising the
extended reporting period options set forth in CONDITIONS 6.9, extended reporting period
options.
6.15 Headings
The descriptions in the headings and subheadings of this policy are solely for convenience and form no
part of the terms, conditions, exclusions and limitations of this policy.
6.16 Integration of Contract
All the provisions of this policy are intended to be read together as one integrated document. No
applicable provision, nor any part thereof, is intended to be separable from the balance of the applicable
policy provisions. The meaning of each applicable provision of this policy is created by what is written in
such provision and by what is written in the balance of the applicable policy provisions.
6.17 Entire Agreement
By acceptance of this policy you agree that the statements in the Declarations and application are your
statements and representations, that this policy is issued in reliance upon the truth of such
representations and that this policy embodies all agreements existing between you and us or any of our
agents relating to this insurance.
IN WITNESS WHEREOF, the insurer has caused this Policy to be signed by its President and Secretary, but this
Policy shall not be valid unless countersigned by a duly authorized representative of the Insurer.
0"t ?? aji, A?" Z // g
Signature
Signature
LPLPOL01 [10/101 Page 14 of 14 Protective Insurance Company
CONSUMER INFORMATION NOTIFICATION
IMPORTANT INFORMATION TO PURCHASING GROUP MEMBERS
KEEP THIS NOTICE WTH YOUR INSURANCE PAPERS.
PLEASE NOTE
PLEASE READ YOUR COVERAGE TERMS CAREFULLY.
THE POLICY MAY CONTAIN ONE OR MORE OF THE FOLLOWING EXCLUSIONS:
ASBESTOS, DISCRIMINATION, SEXUAL ASSAULT, TRANSMISSION OF DISEASE
THIS POLICY MAY NOT INSURE PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE SOUGHT
AGAINST YOU. YOUR PREMIUM FOR THIS POLICY IS LOWER AS A RESULT OF THIS
EXCLUSION. 11
THIS POLICY DOES NOT PROVIDE A REINSTATEMENT OF THE AGGREGATE LIMIT OF LIABILITY
UNDER ANY OPTIONAL EXTENDED REPORTING PERIOD.
WARNING: ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO INJURE, DEFRAUD OR
DECEIVE ANY INSURER, MAKES ANY CLAIM FOR THE PROCEEDS OF AN INSURANCE POLICY
CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A
FELONY.
In the event you need to contact someone about this policy for any reason please contact your
agent. If you have additional questions, you may contact the insurance company issuing this policy
at the following address and telephone number:
Protective Insurance Company
P. 0. Box 7099 Tel.: (800) 644-5501
Indianapolis, IN 46204-7099
If you have been unable to contact or obtain satisfaction from the company or the agent,
you may contact your State Insurance Department.
Written correspondence is preferable so that a record of your inquiry is maintained. When contacting
your agent, company, or the State Insurance Department, have your certificate number available.
IN ALASKA: All return premiums will be computed pro-rata.
LPLEN 00 [10/10] Page 1 of 1 Protective Insurance Company
PRE-CLAIM ASSISTANCE
RISK MANAGEMENT HOTLINE
We are pleased to announce that Protective Insurance Company, Protective Specialty Insurance
Company, and Sagamore Insurance Company (collectively, "Protective") have partnered with the
nationally recognized law firm of Wilson Elser Moskowitz Edelman & Dicker LLP to offer a free Risk
Management Hotline to Protective's Insureds. The Hotline will provide up to two hours of legal
consultation. Through this service, policyholders will receive free, confidential legal consultation from
attorneys with extensive expertise in professional liability matters regarding a vast array of potential
issues and concerns, including pre-claim assistance and risk management counseling.
The Hotline affords policyholders with the unique opportunity to consult with experienced attorneys
in order to attempt to resolve matters and to mitigate potential exposure before an actual claim
arises. Speaking directly with an attorney at the outset of a potential claim can often be the most
important step in achieving favorable resolution and can also help to alleviate the anxieties and
uncertainties associated with these situations. In today's hostile litigation climate, in which any type
of error, no matter how small, can result in a claim, this free service is an invaluable resource for
policyholders and is provided at no additional cost.
There are countless examples of situations which require consultation with experienced attorneys.
For example, you may discover that you committed a potential error in the course of rendering
professional services or you may have received a subpoena request for documents and/or deposition
testimony. Alternatively, you may be seeking guidance and feedback on how to best improve your
current practices and procedures.
The Hotline can be accessed toll free at 855-550-RISK (855-550-7475). All calls will be returned
within 24 hours. Please note that the Hotline is not a substitute for reporting claims pursuant to the
terms of your Protective policy, rather it is a free service offered to assist policyholders in identifying
and establishing risk management practices and navigating the unique complexities surrounding
"potential" claims. The purpose of the Hotline is to help you to identify and establish procedures that
will assist you in avoiding claims, mitigating loss, and reducing potential exposure. In order to be
entitled for coverage, claims must be reported using the exact procedures set forth in your
insurance policy: no Hotline communication will constitute notice of a claim or a potential claim
under your policy.
Wilson Elser has agreed to provide this Hotline as a service for Protective. By using this service, each
Protective policyholder acknowledges that Wilson Elser is not their attorney and that no attorney-
client relationship is created between Wilson Elser and the Protective policyholder by use of the
Hotline.
LPLN0T01 [01/13] Page 1 of 1 Protective Insurance Company
U.S. TREASURY DEPARTMENT'S OFFICE OF
FOREIGN
ASSETS CONTROL ("OFAC")
ADVISORY NOTICE TO POLICYHOLDERS
No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your
policy. You should read your policy and review your Declarations page for complete information on the
coverages you are provided.
This Notice provides information concerning possible impact on your insurance coverage due to directives
issued by OFAC. Please read this Notice carefully.
The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential
declarations of "national emergency". OFAC has identified and listed numerous:
Foreign agents;
Front organizations;
Terrorists;
Terrorist organizations; and
Narcotics traffickers;
as "Specialty Designated Nationals and Blocked Persons". This list can be located on the United States
Treasury's web site - http://www.treas.gov/offices/enforcement/ofac/
In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity
claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and
Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all
provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be
such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from
OFAC. Other limitations on the premiums and payments also apply.
LPLNOT02 [10/10] Page 1 of 1
NOTICE TO POLICYHOLDERS
Dear Policyholder
On the declaration page of your insurance policy you will find important information about your insurance
coverage, including the policy premium. Baldwin & Lyons, Inc. and its subsidiary insurers ['Protective'] believes
that it is important for policyholders to know that the insurance premium you pay for this policy includes not only
the cost for the insurance provided by Protective but it may also include the compensation we may pay to the
insurance producer who has arranged for the placement of your insurance with Protective.
We at Protective are committed to full transparency concerning the amount of premium allocated to insurance
producer compensation. In the event that you have a question about the amount of compensation paid to the
insurance producer for your insurance policy, we encourage you to contact your insurance producer.
Thank you for insuring with Protective.
Disleosure 9.2011 Page 1 of 1