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2017 CON Telecom Law Firm - Legal Services - Wireless Communications
AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE CITY OF NATIONAL CITY AND TELECOM LAW FIRM, PC THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made between THE CITY OF NATIONAL CITY, a municipal corporation, (the "CITY") and TELECOM LAW FIRM, PC, a California professional corporation (the "FIRM"). This Agreement sets forth the parties' mutual understanding concerning legal services to be provided by the FIRM and the fee arrangement for said services. Article 1. Retainer. The CITY hereby retains the FIRM to assist in representing the CITY in connection with wireless communication facilities proposed to be installed on the CITY's property within the public rights -of -way and reasonably related issues, subject to this Agreement. Article 2. Scope of Services. The CITY shall have the right in its sole discretion to determine the particular services to be performed by the FIRM under this Agreement. These services may include the following: See Proposal to Provide Legal Services, attached hereto as Exhibit "A" and incorporated herein by this reference. It is expected that the FIRM will work with the City Attorney and CITY staff. Article 3. follows: Compensation. Compensation paid under this Agreement shall be as Partner: $ 300 per hour Senior Associate: $ N/A per hour Associate: $ 240 per hour Paralegal/Legal Assistant: $ 160 per hour A. The FIRM shall not use more than one attorney for the same specific task without the CITY's approval. The FIRM may use the minimum number of attorneys for this engagement consistent with good professional practice after consulting with and obtaining approval by the CITY. B. The FIRM agrees to document a plan and budget consistent with the scope of services described above in Article 2 to be agreed to by the City Attorney and the FIRM. The CITY shall not be obligated to pay the FIRM amounts not discussed, budgeted, and agreed to before being incurred by the FIRM. C. The CITY has appropriated or otherwise duly authorized the payment of an amount not to exceed $ 25,000.00 for legal services and out-of-pocket disbursements pursuant to this Agreement. In no event shall the total fees plus out-of-pocket disbursements exceed this amount without written authorization of the CITY. The CITY and the FIRM may 1 City of National City and Telecom Law Firm, PC Legal Services Agreement agree to lesser not -to -exceed amounts for individual projects within the scope of work described in Exhibit "A". D. The FIRM shall keep the CITY advised monthly as to the level of attorney hours and client services performed under Article 1. The FIRM may charge the CITY for travel time at 50% of the rates provided in Article 3; however, the FIRM may charge full rate for work performed for the CITY during any travel time. All travel time must be at the CITY's request or otherwise with the CITY's prior consent. E. The CITY further agrees to reimburse the FIRM, in accordance with the procedures set forth in this Article, for telephone, fax, mail, messengers, federal express deliveries, document reproduction, client -requested clerical overtime, lodging, and similar out- of-pocket expenses charged by the FIRM as a standard practice to its clients generally, with the exception of travel (except as provided in Article 3.D of this Agreement) and meals. In any billing for disbursements, the FIRM shall provide the CITY with a statement breaking down the amounts by category of expense. The following items shall not be reimbursed, unless the CITY has specifically agreed otherwise: (1) Word Processing, clerical or secretarial charges, whether expressed as a dollar disbursement or time charge. (2) Storage of open or closed files, rent, electricity, local telephone, postage, receipts or transmission of telecopier documents, or any other items traditionally associated with overhead. (3) Photocopy charges in excess of $.15 (fifteen cents) per page. (4) Auto mileage rates in excess of the rate approved by the Internal Revenue Service for income tax purposes. (5) Secretarial overtime. Where case requirements demand overtime, the CITY will consider reimbursement on a case -by -case basis. The CITY will not reimburse overtime incurred for the convenience of the FIRM's failure to meet deadlines known in advance. (6) Equipment, books, periodicals, research materials, Westlaw/Lexis (7) Express charges, overnight mail charges, messenger services or the like, without the CITY's prior consent. The CITY expects these expenses to be incurred in emergency situations only. Where case necessity requires the use of these services, the CITY will consider reimbursement on a case -by -case basis. (8) Travel, except as provided in Article 3.D of this Agreement, and (9) Late payment charge and/or interest. Due to the nature of the CITY's payment process, the CITY will not pay any late charges or interest charges to bills. Every effort will be made to pay bills promptly. F. Bills from the FIRM should be submitted via email to Ginny Miller at Gmiller@nationalcityca.gov,with a copy emailed to George H. Eiser, III, Interim City Attorney, at Geiser@nationalcityca.gov. The individual time and disbursement records customarily maintained by the FIRM for billing evaluation and review purposes shall be made available to the CITY in support of bills rendered by the FIRM. G. The FIRM agrees to forward to the CITY a bill for each approximately one -month period of services under this Agreement, and the CITY agrees to compensate the FIRM on this basis. The FIRM will consult monthly with the CITY as to the number of or like items. meals. 2 City of National City and Telecom Law Firm, PC Legal Services Agreement attorney hours and client disbursements which have been incurred to date under this Agreement, and as to future expected levels of hours and disbursements. H. Billing Format. Each billing entry must be complete, discrete and appropriate. (1) Complete. (a) Each entry must name the person or persons involved. For instance, telephone calls must include the names of all participants. (b) The date the work was performed must be included. (c) The hours should be billed in .10 hour increments. (d) The specific task performed should be described, and the related work product should be reference ("telephone call re: trial brief," "interview in preparation for deposition"). (e) The biller's professional capacity (partner, associate, paralegal, etc.) should be included (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. (3) Appropriate: The CITY does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the CITY will not pay for secretarial time, word processing time, air conditioning, rental of equipment, including computers, meals served at meetings, postage, online research, or the overhead costs of sending or receiving faxes. Neither will the CITY pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services, or overnight mail. As used in this Agreement, "outside expenses" means expenses not directly related to services provided by the FIRM to the CITY. I. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Due to the unique subject matter and specialized expertise required to perform the services to the CITY under this Agreement, the CITY agrees that the primarily responsible attorney will be Robert C. May III, Esq. Ultimately, staffing is a CITY decision, and the CITY's representative may review staffing in consultation with the primarily responsible attorney to insure that it is optimal to achieve the goals of the engagement at the least cost. (1) Paralegals and/or associate attorneys are to be used to the maximum extent possible to enhance efficiency and cost-effectiveness for all tasks that do not reasonably require the specialized expertise required to perform the services to the CITY under this Agreement. All tasks typically considered associate work should be considered for assignment to a paralegal. (2) Once an attorney is given primary responsibility for an engagement, that person should continue on the legal matter until the matter is concluded or the attorney leaves the FIRM. The CITY will not pay the costs of bringing a new attorney up to speed. (3) If more than one attorney is going to perform the same task, prior approval from the CITY must be had. This includes document review. Article 4. Independent Contractor. The FIRM shall perform services as an independent contractor. It is understood that this contract is for unique professional services. Accordingly, the duties specified in this Agreement may not be assigned or delegated by the FIRM without prior written consent of the CITY. Retention of the FIRM is based on the 3 City of National City and Telecom Law Firm, PC Legal Services Agreement particular professional expertise of the individuals rendering the services required in the Scope of Services. Article 5. Confidentiality of Work. All work performed by the FIRM including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the FIRM pursuant to this Agreement is for the sole use of the CITY. All such work product shall be confidential and not released to any third party without the prior written consent of the CITY. Article 6. Compliance with Controlling Law. The FIRM shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments as they pertain to this Agreement. In addition, the FIRM shall comply immediately with any and all directives issued by the CITY or its authorized representatives under authority of any laws statutes, ordinances, rules, or regulations. The laws of the State of California shall govern and control the terms and conditions of this Agreement. Article 7. Acceptability of Work. The CITY shall, in its reasonable judgment, decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the FIRM and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the FIRM in this Agreement, the CITY or the FIRM shall give to the other written notice. Within ten (10) business days, the FIRM and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the FIRM. Article 8. Indemnification. The FIRM agrees to indemnify and hold the CITY and its agents, officers, and employees harmless from and against all claims asserted or liability established for damages or injuries to any person or property, including injury to the FIRM's employees, agents, or officers, which arise from or are connected with or caused by the negligent acts or omissions or willful misconduct of the FIRM and its agents, officers, or employees in performing the work or other obligations under this Agreement, and all expenses of investigating and defending against same; provided, however, that this indemnification and hold harmless shall not include any claims or liability to the extent that such claims or liabilities arise from the established negligence or willful misconduct of the CITY, its agents, officers, or employees. Article 9. Insurance. The FIRM shall not commence work under this Agreement until it has obtained all insurance required in this Article with a company or companies acceptable to the CITY. At its sole cost and expense, the FIRM shall take and maintain in full force and effect at all times during the term of this Agreement the following policies of insurance: A. Commercial general liability insurance with a combined single limit of not less than one million dollars ($1,000,000). B. For all of the FIRM's employees which are subject to this Agreement, to the extent required by the State of California, Workers' Compensation Insurance in the amount required by law. 4 City of National City and Telecom Law Firm, PC Legal Services Agreement C. Errors and omissions insurance in an amount not less than two million dollars ($2,000,000) per claim. D. All insurance required by express provision of this Agreement shall be carried only in responsible insurance companies licensed to do business in the State of California. The policies carried pursuant to Article 9.A above shall name as additional insureds the CITY and its elected officials, officers, employees, agents, and representatives. All policies shall contain language, to the extent reasonably obtainable, to the effect that: (1) the insurer waives the right of subrogation against the CITY and its elected officials, officers, employees, agents, and representatives; (2) the policies are primary and not contributing with any insurance that may be carried by the CITY; and (3) the policies cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to the CITY by certified mail. Before this Agreement shall take effect, the FIRM shall furnish the CITY with copies of all such policies upon receipt of them, or a certificate evidencing such insurance. The FIRM may effect for its own account insurance not required under this Agreement. Article 10. Drug Free Work Place. The FIRM agrees to comply with the CITY's Drug -Free Workplace requirements. Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug -free workplace. Any subcontract entered into by the FIRM pursuant to this Agreement shall contain this provision. Article 11. Non -Discrimination Provisions. The FIRM shall not discriminate against any subcontractor, vendor, employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The FIRM will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The FIRM agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Article 12. Effective Date and Term; Termination. A. This Agreement shall be effective upon full execution of this Agreement by the FIRM and CITY and continue until written notice of cancellation as provided in this Article 12. B. This Agreement may be terminated for any reason at any time by either party with sixty (60) days' written notice to the other. Notice of termination by the FIRM shall be given to the City Attorney. C. In the event that either party terminates this Agreement, the FIRM shall: (1) immediately cease all work in connection with this Agreement as of the termination date, except when such work is necessary to protect the CITY's best interests; (2) promptly provide the CITY with copies of all work product, whether finished or in progress; and (3) promptly provide the CITY with a final bill that contains all outstanding charges and expenses for work performed up to the termination date. The CITY shall promptly pay all outstanding charges and 5 City of National City and Telecom Law Finn, PC Legal Services Agreement expenses in accordance with the provision in this Agreement, including without limitation the provisions in Article 3 and Article 7. Article 13. Notification of Change in Form. The FIRM has the right to effect changes in form including but not limited to: the change in form from a partnership to a professional law corporation; the change in form of any partner or partners from an individual or individuals to a professional law corporation; the change in form of any corporate partner or partners to any individual partners. The CITY shall be promptly notified in writing of any change in form. Article 14. Notices. In all cases where written notice is to be given under this Agreement, service shall be deemed sufficient if said notice is deposited in the United States mail, postage paid. When so given, such notice shall be effective from the date of mailing of the notice. Unless otherwise provided by notice in writing from the respective parties, notice to the CITY shall be addressed to: George H. Eiser, III Interim City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4301 cc: Ginny Miller City of National City 1243 National City Boulevard National City, CA 91950-4301 gmiller@nationalcityca.gov Stephen Manganiello City Engineer City of National City 1243 National City Boulevard National City, CA 91950-4301 and to: geiser@nationalcityca.gov smanganiello@nationalcityca.gov Notice to the FIRM shall be addressed to: Robert C. May III, Esq. 6986 La Jolla Boulevard Suite 204 La Jolla, California 92037-5465 cc: tripp@telecomlawfirm.com lory@telecomlawfirm.com 6 City of National City and Telecom Law Firm, PC Legal Services Agreement Electronic copies to the FIRM are for convenience only. Nothing contained in this agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 15. Headings. All article headings are for convenience only and shall not affect the construction or interpretation of this Agreement. Article 16. Miscellaneous Provisions. A. Time of Essence: Time is of the essence for each provision of this Agreement. B. California Law: This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The FIRM covenants and agrees to submit to the personal jurisdiction of the San Diego County Superior Court in the State of California for any dispute, claim, or matter arising out of or related to this Agreement. C. Integrated Agreement: This Agreement including attachments and/or exhibits contains all of the agreements of the parties and all prior negotiations and/or agreements, whether written or oral, in connection with the subject matter described in Exhibit "A" are superseded by this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the CITY and the FIRM. D. Severability: The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. E. Waiver: The failure of either party to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. F. Conflict of Interest: During the term of this Agreement, the FIRM shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CITY. This prohibition shall not preclude the CITY from expressly agreeing to a waiver of a potential conflict of interest under certain circumstances. In the event that the FIRM desires to request such a waiver, the FIRM shall submit a written request to the City Attorney, and the City Attorney shall issue a written decision within a reasonable time after conferring with the City Council. G. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. H. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, and (iii) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. [END OF AGREEMENT — SIGNATURES APPEAR ON NEXT PAGE] 7 City of National City and Telecom Law Firm, PC Legal Services Agreement IN WITNESS WHEREOF, the parties have executed this Agreement on the 10 day of Jar Wary , 2010.7 CITY OF NATIONAL CITY Leslie Deese, City Manager APPROVED AS TO FORM: By: George H. Eiser, II1 Interim City Attorney 8 TELECOM LAW FIRM, P (Corporation — signatures oo corporal ofJ'cers) By: Robe j- C. May III, Esq. By: Dr. Jonathan L. Kramer, Esq., LL.M, DLP City of National City and Telecom Law Finn, PC Legal Services Agreement EXHIBIT A PROPOSAL TO PROVIDE LEGAL SERVICES Prepared For: Roberto Contreras, Deputy City Attorney, National City Prepared By: Tripp May, Partner, Telecom Law Firm, PC Date: October 28, 2016 RE: Master License Agreement for Wireless Facilities in the Public Rights -of -Way SCOPE OF WORK 1. Telecom Law Firm shall provide legal representation and consultation services to the City in connection with the development and implementation of a master license agreement (the "Agreement") for wireless facilities installed on City -owned infrastructure in the public rights -of -way: a. reviewing proposed agreements and other documents from potential licensees in connection with the Agreement; b. advising the City on the Agreement and matters related to the Agreement, including the terms and conditions in similar agreements; c. representing the City in negotiations and/or other discussions with Mobilitie LLC and/or other third parties in connection with the Agreement and any potential amendments, modifications or extensions to the Agreement; d. drafting, reviewing and revising proposed amendments, modifications or other documents in connection with the Agreement; e. providing all legal services (other than litigation services) reasonably required for the work described in this scope; and Proposal for Legal Services 1 / 2 Master License for ROW Facilities f. taking all reasonable steps to inform the City about progress and respond to the City's inquiries. 2. The legal services described in this proposal specifically do not include litigation services, or any other representation of the City before a tribunal. All such services shall require a separate written agreement, which either Telecom Law Firm or the City may decline for any or no reason in their sole discretion. FEES For all work performed in connection with the Agreement, Telecom Law Firm shall charge an hourly rate for all time spent by Telecom Law Firm personnel. The hourly rates are as follows: PERSONNEL HOURLY RATE Partner -Level Attorney $300 Associate -Level Attorney $240 Paralegal $160 All time is billed in six -minute increments (0.1 hours). Telecom Law Firm shall not bill the City for time spent to prepare invoices, open or close a client file or other administrative tasks not directly related to the provision of services. Invoices are payable within 30 days. Travel time shall be billed at 50% rate, except when Telecom Law Firm personnel spend time in transit performing services for the City (e.g., a telephone call en route to a meeting). Telecom Law Firm shall not bill the City for more than one attorney's time at any in -person meeting, unless approved by the City in advance. Proposal for Legal Services 2 / 2 Master License for ROW Facilities EXPENSES Telecom Law Firm may incur expenses in the course of performing services for the City. All expenses are billed at cost with no mark up. Ordinary expenses, such as copying, printing, postage and other administrative costs directly related to the drafting, editing and delivery of the Draft Ordinance shall not require the City's prior approval. Extraordinary expenses include any single expense that exceeds $150 shall require the City's prior approval. Proposal for Legal Services 3 / 2 Master License for ROW Facilities Form W'9 (Rev. November 2005) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give form to the requester. Do not send to the IRS. Print ortype 4 See Specific Instructions on page 2. Name (as shown on your income tax return) Telecom Law Firm, P.C. Business name, if different from above f/n/a Kramer Telecom Law Firm, P.C. Check appropriate Individual/ ❑� Corporation Other P. box: Sole proprietor Partnership Exempt from backup � P withholding Address (number, street, and apt. or suite no.) 2001 S. Barrington Ave Ste 306 Requester's name and address (optional) City of National City 1243 National City Boulevard National City, CA 91950-4301 City, state, and ZIP code Los Angeles CA 90025 List account number(s) here (optional) Ica ion Number Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Part II Certification Social security number or Employer identification number 210+5171 915141613 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instru -'ons on page 4.), Sign Here Signature of U.S. person ► Purpose of F A person who is rfile an information return with the IRS, must obtain yoi .rrect taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. For federal tax purposes, you are considered a person if you are: Date ► Nnvemher 16, 2016 • An individual who is a citizen or resident of the United States, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or • Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information. Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W-9 (Rev. 11-2005) Form W-9 (Rev. 11-2005) Page 2 • The U.S. grantor or other owner of a grantor trust and not the trust, and • The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 4 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Also see Special rules regarding partnerships on page 1. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line. Limited liability company (LLC). If you are a single -member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for "Other" and enter "LLC" in the space provided. Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line. Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.). Exempt From Backup Withholding If you are exempt, enter your name as described above and check the appropriate box for your status, then check the "Exempt from backup withholding" box in the line following the business name, sign and date the form. Form W-9 (Rev. 11-2005) Page 3 Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Exempt payees. Backup withholding is not required on any payments made to the following payees: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, 7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947. The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15. IF the payment is for ... THEN the payment is exempt for... Interest and dividend payments All exempt recipients except for 9 Broker transactions Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker Barter exchange transactions and patronage dividends Exempt recipients 1 through 5 Payments over $600 required to be reported and direct sales over $5,000 Generally, exempt recipients 1 through 7 See Form 1099-MISC, Miscellaneous Income, and its instructions. 'However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees; and payments for services paid by a federal executive agency. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single -owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Writing "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 11-2005) Page 4 Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2. Signature requirements. Complete the certification as indicated in 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or single -owner LLC The individual The actual owner of the account or, if combined funds, the first individual on the account 1 The minor 2 The grantor -trustee ' The actual owner 1 The owner 3 For this type of account: Give name and EIN of: 6. Sole proprietorship or single -owner LLC 7. A valid trust, estate, or pension trust 8. Corporate or LLC electing corporate status on Form 8832 9. Association, club, religious, charitable, educational, or other tax-exempt organization 10. Partnership or multi -member LLC 11. A broker or registered nominee 12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The owner 3 Legal entity ° The corporation The organization The partnership The broker or nominee The public entity 'List first and circle the name of the pe son whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. z Circle the minor's name and furnish the minor's SSN. 'You must show your individual name and you may also enter your business or "DBA" name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. HUB INTERNATIONAL INS SVCS INC/PHS PO BOX 33015 SAN ANTONIO TX 78265 City of National City 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 ACORD 25 (2016/03) ,4�Ro® CERTIFICATE OF LIABILITY INSURANCE R054 12/1/2016' THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER HUB INTERNATIONAL INS SVCS INC/PHS 251561 P: (866) 467-8730 F: (888) 443-6112 PO BOX 33015 SAN ANTONIO TX 78265 CONTACT NAME: PHONE (A/c. No. Exit: (866) 467-8730 (A`CNo): (888) 443-6112 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURERA Sentinel Ins Co LTD 11000 INSURED TELECOM LAW FIRM, P.C. 2001 S BARRINGTON AVE STE 306 LOS ANGELES CA 90025 INSURERS: Twin City Fire Ins CC 29459 INSURER C : INSURERD: INSURERE: INSURERF: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. JASR LTR TYPE OFINSURANCE ADDL IMSR .SUER N'YD POLICY NUMBER POLICYEFF (MM/OD/YYYS) POLICYEYP IMM/OD/YYYU - LIMITS A COMMERCIAL GENERAL -MADE Liab X LIABILITY OCCUR 72 SBA IA4873 05/10/2016 05/10/2017 EACH OCCURRENCE s 2,000,000 CLAIMS DAMAGE TO RENTED PREMISES (Ea occurrence) s 1, 000,000 X GEN'L General X X MEDEXP(Anyoneperson) s10, 000 PERSONAL & ADV INJURY s2,000,000 AGGREGATE LIMIT PRO-X JECT APPLIES PER: LOC GENERAL AGGREGATE s4,000,000 POLICY PRODUCTS - COMP/OP AGG s4,000,000 OTHER. s A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY 72 SBA IA4873 05/10/2016 05/10/2017 COMBINED SINGLE LIMIT (Ea accident) s2,000,000 BODILY INJURY (Per person) , BODILY (Per ( x PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE s DED RETENTIONS 5 B WORKERSC'OMPESSATID.N AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) I I If yes, describe under DESCRIPTION OF OPERATIONS below N/A 76 WEG Z13558 05/22/2016 05/22/2017 PER OTH- X STATUTE ER E.L. EACH ACCIDENT S 1, O O O, O O O X E.L. DISEASE -EA EMPLOYEE Sl r 000,000 E.L. DISEASE - POLICY LIMIT S1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) Those usual to the Insured's Operations. Please see Additional Remarks Schedule Acord Form 101 attached. CANCELLATION City of National City 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ACACDPArlDr ADDITIONAL REMARKS SCHEDULE Page of AGENCY HUB INTERNATIONAL INS SVCS INC/PHS POLICY NUMBER SEE ACORD 25 CARRIER SEE ACORD 25 NAIC CODE NAMED INSURED TELECOM LAW FIRM, P.C. 2001 S BARRINGTON AVE STE 306 LOS ANGELES CA 90025 EFFECTIVE DATE: SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORMNUMBER: ACORD 25 FORMTITLE: CERTIFICATE OF LIABILITY INSURANCE the City of National City, and its elected officials, officers, employees, agents, and represenatives are an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. Waiver of subrogation applies in favor of the City of National City, and its elected officials, officers, employees, agents, and represenatives as per the business liability coverage form ss0008 attached to this policy. Waiver of Subrogation applies in favor of the City of National City, and its elected officials, officers, employees, agents, and represenatives per the Waiver of our Right to Recover from Others Endorsement WC040306 attached to this policy. ACORD 101 (2014/01) © 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD (7) (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us permits a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 THE HARTFORD Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please call us at: (866) 467-8730 Agent, please call us at: (866) 467-8730 SERVICE. TX@THEHARTFORD.COM INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE*** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (866) 467-8730 Agent, please call us at: (866) 467-8730 between 7 A.M. and 7 P.M. CST . The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. HUB INTERNATIONAL INS SVCS INC/PHS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 72 SBA IA4873 DX Named Insured and Mailing Address; KRAMER. FIRM INC KRAMER TELECOM LAW FIRM, P.C. 2001 BARRINGTON AVE #306 LOS ANGELES CA 90025 Policy Change Effective Date: 12/01/16 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 004 Agent Name: HUB INTERNATIONAL INS SVCS INC/PHS Code: 251561 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR PRO RATA FACTOR: 0.438 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 T Process Date: 12 / 02 / 16 Page o01 Policy Effective Date: 05/10/16 Policy Expiration Date: 05/1o/17 POLICY NUMBER: 72 SBA IA4873 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR COUNTY OF ORANGE, IT'S ELECTED AND APPOINTED OFFICIALS, OFFICERS EMPLOYEES, AGENTS. INSURANCE COMPLIANCE 12010-03 PO BOX HEMET, CA 92546 CITY OF GOLETA ITS EMPLOYEES, OFFICIALS, AGENTS AND MEMBER AGENCIES CITY HALL 130 CREMONA DRIVE, SUITE B GOLETA, CA 93117 CITY OF SAN PABLO 13831 SAN PABLO AVENUE SAN PABLO, CA 94806 CITY OF NATIONAL CITY AND ITS ELECTED OFFICIALS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES. 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 Form IH 12 00 11 85 T SEQ. NO. 010 Printed in U.S.A. Page 001 Process Date: 12/02/16 Expiration Date: 05/10/17 IthA REGIONAL OFFICE INSTRUCTION SHEET POLICY NUMBER: 76 WEG ZI3558 CHANGE NUMBER: 006 ROUTING INSTRUCTIONS SEND TO RECORDS. TRANSFER CORR IF APPLICABLE. 58 35 ZI WEG 1. NAMED INSURED AND MAILING ADDRESS: THE NAMED INSURED IS: CORPORATION POLICY FACE SHEET MULTIPLE COMPANIES ENDT NO: 06 ENDT EFF DATE: 11-15-16 RECORDS RETENTION - PERMANENT POLICY NO: 76 WEG ZI3558 01 RENEWAL HOUSING CODE: 76 TELECOM LAW FIRM, P.C. 2001 S BARRINGTON AVE #306 LOS ANGELES, CA 90025 2. POLICY PERIOD: 05-22-16 TO 05-22-17 PRODUCER'S CODE: 250717 PRODUCER'S NAME: AUTOMATIC DATA PROCESSING INS AGCY BUSINESS OF NAMED INSURED: AUDIT PERIOD: AGENT SALES AGREEMENT 3. STATE(S)/CO(S): CA 7 INSPECTION AND APPRAISAL ANNUAL (COMMISSION STATUS PAYOR: INSURED FREQUENCY: PAYROLL BILLING BASIC BROAD FORM GENERATED BEST IND = 04 AUDIT (4) MARKET SEG ID #: 830 POLICY SIC CODE: 7389 TRADEMARK -NON PAR INFORMATION MESSAGE: FULLY TRANS TYPE: ENDT POLICY FACE SHEET 12-02-16 76 WEG ZI3558 SUPPORTED CNTL#:019 TERMINAL ID: R054V7LA (05-22-17) Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please call us at: (877) 287-1316 Agent, please call us at: INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE*** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (877) 2 8 7 -1316 Agent, please call us at: between 7 A.M. and 7 P.M. CST . Thank you for allowing us to service your business needs. AUTOMATIC DATA PROCESSING INS AGCY THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza, Hartford, Connecticut 06155 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGE IN INFORMATION PAGE INSURER: SEE ATTACHED ENDORSEMENT NCCI Company Number: 14974 AUDIT PERIOD: ANNUAL POLICY EFFECTIVE DATE: 05/22/16 POLICY EXPIRATION DATE: 05/22/17 Policy Number: 76 WEG ZI3558 Endorsement Number: 06 HOUSING CODE: 76 Effective Date: 11 / 15 / 16 Effective hour is the same as stated in the Information Page of the policy. Named Insured and Address: TELECOM LAW FIRM, P.C. 2001 S BARRINGTON AVE #306 LOS ANGELES, CA 90025 FEIN Number: 205795463 PRO RATA FACTOR: .515 PRODUCER NAME: AUTOMATIC DATA PROCESSING INS AGCY PRODUCER CODE:250717 It is agreed that the policy is amended as follows: ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. IN CONSIDERATION OF NO CHANGE IN PREMIUM IT IS AGREED THAT: FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: WC040306 Countersigned by `� ? C t Form WC 99 00 06 A (1) Printed in U.S.A. Process Date: 12 / 02 / 16 Authorized Representative Page 1 Policy Expiration Date: 05/22/17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 76 WEG ZI3558 Endorsement Number: 06 Effective Date: 11/15/16 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: TELECOM LAW FIRM, P.C. 2001 S BARRINGTON AVE #306 LOS ANGELES, CA 90025 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description CITY OF NATIONAL CITY AND ITS ELECTED OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES. 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950-4301 CITY OF SANTA MONICA 1685 MAIN ST SANTA MONICA, CA 90401 CITY OF SAN RAFAEL Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 12 / 0 2 / 16 LAW FIRM ATTN: ERIC DAVIS 1900 5TH AVENUE SAN RAFAEL CA 94901 Authorized Representative Policy Expiration Date: 05/22/17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy Number: 76 WEG Z13558 Endorsement Number: 06 Effective Date: 11 / 15 / 16 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: TELECOM LAW FIRM, P . C . 2001 S BARRINGTON AVE #306 LOS ANGELES, CA 90025 THE POLICY IS AMENDED TO PROVIDE COVERAGE BY THE FOLLOWING INSURERS IN THE FOLLOWING JURISDICTIONS: INSURER JURISDICTION TWIN CITY FIRE INSURANCE COMPANY 14974 CA ONE HARTFORD PLAZA, HARTFORD, CONNECTICUT 06155 THE COVERAGE PROVIDED IN EACH JURISDICTION IS WITH RESPECT TO THE LOCATIONS OF THE NAMED INSURED IN THAT JURISDICTION IN ACCORDANCE WITH THE WORKERS' COMPENSATION LAW OF THAT JURISDICTION. AS USED IN THIS POLICY, "COMPANY," "WE," "US" AND "OUR" MEAN THE MEMBER INSURANCE COMPANIES OF THE HARTFORD INSURANCE GROUP COLLECTIVELY PROVIDING THIS INSURANCE. Nothing herein contained shall be held to vary, waive, alter, or extend any of the terms, conditions, agreements or information of the policy, other than as herein stated. This endorsement shall not be binding unless countersigned by a duly authorized agent of the company, provided that if this endorsement takes effect as of the effective date of the policy and, at issue of said policy, forms a part thereof, countersignature on the Information Page of said policy by a duly authorized agent of the comp any shall constitute valid countersignature of this endorsement. Countersigned by Authorized Representative Form G-2240-2DT Printed in U.S.A. Process Date: 12/02/16 Policy Expiration Date: 05/22/17 PRODUCER'S FACT SHEET NAMED INSURED: POLICY NO: 76WEG ZI3558 TELECOM LAW FIRM, P.C. PRODUCER'S NAME: PRODUCER'S CODE: 250717 AUTOMATIC DATA PROCESSING INS AGCY AGENT SALES AGREEMENT (COMMISSION STATUS ) AMF STATUS S POLICY EFF DATE: 05/22/16 POLICY EXP DATE: 05/22/17 PAYOR: INSURED BILL FREQUENCY: PAYROLL BILLING TRANSACTION TYPE: ENDORSEMENT ENDT NO: 06 TRANS EFF DATE: 11/15/16 HOUSING CODE: 76 ESTIMATED ENDORSEMENT PREMIUM: NON PREMIUM BEARING FORMS TITLE WC 99 00 06A CHANGE IN INFORMATION PAGE WC 04 03 06 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA G-2240-2DT WRITING COMPANY BY STATE THE COMMISSION RATE IS TENTATIVE AND SUBJECT TO ADJUSTMENT TERMINAL ID: R054V7LA PRODUCER'S FACT SHEET PAGE 1 12-02-16 76 WEG ZI3558 (05-22-17) Policy Number: WLA335011157501 TELECOM LAW FIRM, PC 2001 S. BARRINGTON AVE SUITE 306 LOS ANGELES CA 90025 ATTACHED ARE DOCUMENTS FOR THE FOLLOWING NAMED INSURED: TELECOM LAW FIRM, PC 2001 S. BARRINGTON AVE SUITE 306 LOS ANGELES CA 90025 Insured Copy Corporate Solutions Swiss Re Swiss Re Co borate Solutions Insurance Policy •••. ••... • •.••••••••••••••• ••• • . • • • • - ..........•. •• ••••. •••.•.•...•• .••afro•••, •...!•!•!• •••• ••.!••••. ••••• • •.s• ••••••!• .••. .••...• ••!•••• ..••• • • • • .s... •.••••• • • • *fro •!!•••• ••• •••.s...•..• ••• •• ••• •• ..• •..• ••• ••••• 000000 000000, •• •. •• •. • • • • • . • • •. ••••s• ••••••• •••• MID • ••...fro 410000 *ea** • • • mot 41. .•.. ••. 06. • ••• • • • • e. • •• ••.•.• • .!••••, •• •......s•••••• •••• ••!•••••••• •••afro ■!!!#!!!!! ♦ • ••••••.•••••••!!!!!•••.•••••• •••••••••••••••••!!.•.•.• ••••••s••••••••s•!•!l.... !.••a••••••r•••••!•!!••fra•.•• • • • 0400 •00.00•4010•00..e...0•100•••••.• •• •••• •••••••!••••s.....s.•.••• .•• •• o•••••••••••••••••!..•...• •• •••••••••••••••.••.••..••• •N•i••ai•r••••••••••!•...•••.••• •aaaa+t•s.!••a••••••••s•...•••••. •�•••• • ••.••••••••••.•.••.•• •••- .aa•a•• ••••••!•.......•• *afro. fro••••••••••••••••••••• ••a ..• ••••••••••••••fro•••• •w•• ••a•••••••.•••••••..••.•• •••••••••••••••••• •••••••••••• ••••••••••••••••• ••! .... •ese400040•0041000. • •.. . •. • •oo••seo!!i1• • • • . • •••••••••••••• fro••••••- seeee0•' •alai• a•••• •• •fro•. .• •.. ••.•♦•,•• :•• • • • • • • • SP 53691011 Insurance Products underwritten byWestport Insurance Corporaton. first Specialty Insurance Corporation, North American Capacity insurance Carnparte. North FernarIcan Spacraity Insurance Company, NorthAmencan Elite Insurance Comparryr, Washington Intemational Insurance Company. or Swiss Re International S.E. SwI Re Corporate Solutions afters innovative. high -quality Insurance capacity for single and multi -line programrna s worldwide, Olaf' on a standalone bases or as part of structured and tailor-made solutions. In addition , it provides customised risk transfer solutions to midsized and large, multinational oorporations across the globe to assist In mitigating their risk exposure. Swiss fie Corporate Solutions salves more than 5C V.30 customers acrces ready 44 offloesworldvide and Is backed by the financia I str ngth of the Swiss Re Group. For more information about Swiss Fla Corporate Solutions, please visa wpm .stiaresre.cor>l;ianrporatesolutions 02012 91NIss Re. All rights reserved. www.swissre.com/corporatesolutions Insured Copy WESTPORT INSURANCE CORPORATION PROFESSIONALS ADVANTAGE FOR LAWYERS LAWYERS PROFESSIONAL LIABILITY INSURANCE Westport Insurance Corporation (A Stock Insurance Company, hereinafter called the "Company') Policy Number: WLA3 3 5 01115 7 5 01 Renewal of Policy: WLA3 3 5 01115 7 5 0 0 DECLARATIONS NOTICE: THIS IS A CLAIMS -MADE AND REPORTED POLICY. EXCEPT AS MAY BE OTHERWISE PROVIDED HEREIN, THIS COVERAGE IS LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS WHICH ARE FIRST MADE AGAINST AN INSURED AND REPORTED TO THE COMPANY WHILE THE POLICY IS IN FORCE. A. Named Insured: TELECOM LAW FIRM, PC Address: 2001 S . BARRINGTON AVE SUITE 306 LOS ANGELES, CA 90025 B. Policy Period: From 12:01 A.M. 11— 01— 2 016 To 12:01 A.M. 11— 01— 2 017 Local time at the address stated herein C. Limits of Liability: $ 2 , 0 0 0 , 0 0 0 Per Claim $ 2, 0 0 0, 0 00 Aggregate for the Policy Period D. Deductible: $ 10 , 0 0 0 Per Claim Claims Expenses are included within the Limit of Liability and Deductible. E. Premium: $ F. Retroactive Date: 11 / 1/ 2006 The Declarations and the forms listed on the attached Schedule of Form(s) and Endorsement(s), together with the completed and signed application and supplements, shall constitute the contract between the NAMED INSURED and the Company. In witness whereof, the Company issuing this POLICY has caused this POLICY to be signed by its authorized officers, but it shall not be valid unless also signed by the duly authorized representative of the Company. Countersignature SP 3 383 I 0206 WESTPORT INSURANCE CORPORATION to(9,--e Date Authorized Representative Page 1 of 1 Copyright ©2006 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy WESTPORT INSURANCE CORPORATION SCHEDULE OF FORM(S) AND ENDORSEMENT(S) The Declarations and the forms listed below and attached hereto, together with the completed and signed application and supplements, shall constitute the contract between the NAMED INSURED and the Company. FORMS AND ENDORSEMENTS SP 5 369 10-11 SP 3 383 I 02-06 SP 3 689 02-06 SP 2 277 09-06 SP 3 393 CA 03-12 SP 8 993 10-15 SP 3 389 07-11 SP 3 402 07-11 SP 3 689 0206 POLICY JACKET DECLARATIONS SCHEDULE OF FORMS AND ENDORSEMENTS SIGNATURE PAGE LAWYERS PROFESSIONAL LIABILITY POLICY NON —PRACTICING ERP AMEND ENDT LIMITATION OF INDIVIDUAL PRIOR ACTS SPECIFIED BUSINESS EXCLUSION Copyright 02006 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy WESTPORT INSURANCE CORPORATION POLICY NUMBER: WLA335011157501 THE ATTACHED COMMON POLICY CONDITIONS, COVERAGE PART DECLARATIONS, COVERAGE FORM(S) AND OTHER FORMS AND ENDORSEMENTS, IF ANY, FORM THE ATTACHED POLICY. IN WITNESS WHEREOF, Westport Insurance Corporation has caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by our duly authorized representative. WESTPORT INSURANCE CORPORATION President SP 2 277 0906 4. Secretary Insured Copy WESTPORT INSURANCE CORPORATION PROFESSIONALS ADVANTAGE FOR LAWYERS SM THIS IS A CLAIMS MADE AND REPORTED POLICY WITH DEFENSE EXPENSES INCLUDED IN THE LIMIT OF LIABILITY. PLEASE READ IT CAREFULLY. Westport Insurance Corporation A Missouri Corporation Jefferson City, Missouri (Hereinafter referred to as the "Company') Mailing Address: Westport Insurance Corporation, 222 West Adams, Suite 2300, Chicago, Illinois 60606 LAWYERS PROFESSIONAL LIABILITY POLICY In consideration of the payment of the premium, in reliance upon the statements in the application, its attachments and any materials submitted therewith, and subject to the Declarations and the terms and conditions of this POLICY (including any endorsements hereto), the Company agrees with the NAMED INSURED as follows: I. INSURING AGREEMENTS A. The Company shall pay on behalf of any INSURED all LOSS in excess of the deductible which any INSURED becomes legally obligated to pay as a result of CLAIMS first made against any INSURED during the POLICY PERIOD and reported to the Company in writing during the POLICY PERIOD or within sixty (60) days thereafter, by reason of any alleged WRONGFUL ACT occurring on or after the RETROACTIVE DATE, if any. B. If, during the POLICY PERIOD, any INSURED first becomes aware of a POTENTIAL CLAIM and gives written notice of such POTENTIAL CLAIM to the Company during the POLICY PERIOD any CLAIMS subsequently made against any INSURED arising from the POTENTIAL CLAIM shall be considered to have been made during the POLICY PERIOD. H. SUPPLEMENTAL PAYMENTS A. The Company shall reimburse the NAMED INSURED up to $20,000 per POLICY PERIOD, for reasonable fees, costs and expenses incurred in defending a DISCIPLINARY PROCEEDING first made against any INSURED during the POLICY PERIOD, and reported to the Company in writing during the POLICY PERIOD or within sixty (60) days thereafter. This coverage applies only to such fees, costs and expenses. It does not apply to any retainers for work or expenses not incurred, fines or monetary awards of any kind, judgments or settlements relating to, or directly or indirectly resulting from the institution or disposition of DISCIPLINARY PROCEEDINGS. The deductible shall not apply to this Supplemental Payment A. B. Notwithstanding Section IV. Exclusions, if during the POLICY PERIOD, PERSONAL DATA of others is compromised as a result of a BREACH or alleged BREACH of the INSURED'S NETWORK, through hacking, mismanagement, loss or theft due to an INSURED's negligent act, error or omission, we will pay up to $10,000 per incident of BREACH or alleged BREACH subject to a per POLICY PERIOD aggregate limit of $20,000 for reasonable and necessary expenses incurred by an INSURED as a result of any BREACH or alleged BREACH that occurred during the rendition of PROFESSIONAL SERVICES in connection with the NAMED INSURED. The expenses are limited to: 1. consulting with legal counsel on how best to respond to the compromise; 2. consulting with Information Technologists to determine the nature and extent of the compromise or potential compromise; and/or SP 3 393 CA 0312 Page 1 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy 3. assisting in notification of the individuals who have been affected by the PERSONAL DATA compromise and providing credit monitoring to those individuals. A $1 ,000 deductible applies to each incident of BREACH reported under this Paragraph B. Limits provided by this Paragraph B are part of and not in addition to the limits provided by this POLICY. All compromises of PERSONAL DATA that arise from the same cause or set of causes will be treated as one incident of BREACH. C. If, during the POLICY PERIOD, an INSURED first receives a subpoena for documents or testimony arising out of PROFESSIONAL SERVICES performed by an INSURED and the Company's assistance is requested in responding to such subpoena, the Company will pay on the INSURED's behalf reasonable and necessary costs incurred for an attorney the Company retains to provide the INSURED advice regarding the production of documents, to prepare the INSURED for sworn testimony and to represent the INSURED at the deposition provided that: 1. the subpoena arises out of a lawsuit to which any INSURED is not a party; and 2. any INSURED has not been engaged to provide advice or testimony in connection with the lawsuit and the INSURED has not provided such advice or testimony in the past. The most the Company will pay per POLICY PERIOD for costs associated with all subpoenas subject to this Paragraph C is $10,000. No deductible shall apply to this coverage. Limits provided by this Paragraph C are part of and not in addition to the limits provided by the POLICY. D. Until the date a CLAIM is made, the Company may pay for all costs or expenses it incurs as a result of investigating a POTENTIAL CLAIM that the INSURED reports to the Company. Limits provided by this Paragraph D are part of and not in addition to the limits provided by this POLICY. E. The Company shall reimburse the NAMED INSURED up to $10,000 per POLICY PERIOD for CRISIS EVENT EXPENSES that result from a CRISIS EVENT first occurring and reported to the Company during the POLICY PERIOD. The most the Company will pay per POLICY PERIOD for CRISIS EVENT EXPENSES associated with all CRISIS EVENTS subject to this Paragraph E is $10,000. No deductible shall apply to this coverage. Limits provided by this Paragraph E are part of and not in addition to the limits provided by the POLICY. III. DEFINITIONS As respects such insurance as is afforded by this POLICY, the following definitions shall apply: A. "ACCESS DEVICE" MEANS any device that is used to work with client data including but not limited to desktop computers, laptop computers, smartphones, and flash drives. B. 'BREACH" MEANS any misappropriation or unauthorized access, use, disclosure, modification, publication, theft, disappearance, or destruction of PERSONAL DATA within the care, custody or control of any INSURED. BREACH does not include any misappropriation or unauthorized access, use, disclosure, modification, publication, theft, disappearance, or destruction of PERSONAL DATA within the care, custody or control of a third party to whom any INSURED has intentionally provided the PERSONAL DATA. C. "CLAIM" MEANS: 1. a demand made upon any INSURED for LOSS, including, but not limited to, service of suit, or institution of arbitration proceedings or administrative proceedings against any INSURED; or 2. a request for any INSURED to toll or waive a statute of limitations. D. 'CLAIMS EXPENSES' MEANS: 1. fees charged by any lawyer, designated by the Company or required by law, to defend the INSUREDS; and SP 3 393 CA 0312 Page 2 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy 2. if authorized by the Company, all other fees, costs and expenses resulting from the investigation, adjustment, defense or appeal of any CLAIM, including but not limited to: i. all costs taxed against any INSURED and all interest which accrues after the entry of any judgment and before the Company has tendered or deposited, in court or otherwise, such judgment amount for which any INSURED is liable; and ii. premiums on appeal bonds, in an amount not to exceed the Company's Limits of Liability, which are required for the appeal of a covered CLAIM. The Company shall have no obligation to apply for, guarantee or furnish any such bonds. CLAIMS EXPENSES shall not include salaries and expenses of regular employees or officials of the Company or the NAMED INSURED. E. "CLIENT DATA" MEANS everything pertaining to the representation of the client. F. ''COUNTERFEIT' MEANS to forge, falsely create, copy or imitate a document, without proper authority or right, by passing the document forged, falsely created, copied or imitated as original or genuine G. "CRISIS EVENT' MEANS any: 1. death, departure or debilitating illness of the managing partner, owner of a sole proprietorship, or practice group head, 2. potential dissolution of the Named Insured, 3. incident of workplace violence, or 4. filing of an involuntary bankruptcy petition against the Named Insured. H. 'CRISIS EVENT EXPENSES" MEANS reasonable fees, costs, and expenses incurred by the NAMED INSURED for consulting services provided by a public relations firm to the NAMED INSURED in response to a CRISIS EVENT. 'DISCIPLINARY PROCEEDING" MEANS any proceeding before a bar association, disciplinary board or similar entity or official to investigate charges alleging professional misconduct as a lawyer or other matters relating to attorney licensing and/or discipline. DISCIPLINARY PROCEEDING does not include any proceeding related to charges, investigations or actions filed with a regulatory agency or official, including without limitation, Securities Exchange Commission, the Internal Revenue Service, the U.S. Patent & Trademark Office or any similar agency. J. 'INSURED" MEANS: 1. the NAMED INSURED; 2. any lawyer who is a past or present partner, officer, director, stockholder, shareholder, employee or "of counsel" of the NAMED INSURED, but only for PROFESSIONAL SERVICES rendered on behalf of the NAMED INSURED; 3. any lawyer listed in the application who is a partner, officer, director, stockholder, shareholder or employee of the NAMED INSURED at the time the CLAIM is made, but only for PROFESSIONAL SERVICES rendered by such individual while associated with a PRIOR FIRM; 4. any lawyer who has retired from the NAMED INSURED, but only for PROFESSIONAL SERVICES rendered prior to the date of retirement; 5. any past or present non -lawyer, employee or independent contractor attorney of the NAMED INSURED, but only for PROFESSIONAL SERVICES rendered on behalf of the NAMED INSURED; and SP 3 393 CA 0312 Page 3 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording. and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy 6. the heirs, executors, administrators and legal representatives of any INSURED, but only in their capacity as such in the event of any INSURED'S death, incapacity or bankruptcy, and only for CLAIMS based on PROFESSIONAL SERVICES rendered prior to such INSURED'S death, incapacity or bankruptcy, and only to the extent that such INSURED would otherwise be covered by this POLICY; and K. 'LOSS" MEANS the monetary and compensatory portion of any judgment, award or settlement, provided always that LOSS shall not include: 1. civil or criminal fines, penalties, fees or sanctions; 2. matters deemed uninsurable by operation of law; 3. punitive or exemplary damages; 4. the multiplied portion of any multiple damages; 5. the return by any INSURED of any fees or remuneration paid to any INSURED; or 6. any form of non -monetary relief. L. 'NAMED INSURED" MEANS the person or entity listed in the Declarations and PREDECESSOR FIRM thereof. M. 'NETWORK" MEANS the INSURED'S interconnected computer systems including servers, laptop computers, desktop computers, software and smartphones. NETWORK shall not include the Internet, telephone company networks or other public infrastructure network. N. 'PERSONAL DATA" MEANS all electronic information: 1. which can be used to distinguish or trace an individual's identity, including but not limited to, their name, social security number, biometric records, alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, or mother's maiden name; 2. concerning an individual that would be considered protected health information as defined within the Health Insurance Portability and Accountability Act of 1996; or 3. that would be considered nonpublic personal information within the meaning of the Gramm -Leach Bliley Act or similar state, federal and foreign identity theft and privacy protection legislation applicable to the breach. O. 'PERSONAL INJURY" MEANS assault, battery, false arrest, detention, imprisonment, wrongful entry, eviction or other invasion of private occupancy, or abusive litigation (criminal or civil), abuse of process, libel, slander, defamation and violations of the right of privacy arising out of the performance of PROFESSIONAL SERVICES P. 'POLICY" MEANS this current Professional Advantage for Lawyers form, the Declarations and the endorsements listed in the Declarations issued by the Company to the NAMED INSURED; 'POLICY PERIOD" MEANS the period stated in the Declarations, unless terminated earlier pursuant to the TERMINATION section of this POLICY. Q. R. 'POTENTIAL CLAIM' MEANS: 1. any act, error, omission, circumstance or PERSONAL INJURY which might reasonably be expected to give rise to a CLAIM against any INSURED under the POLICY; or 2. any breach of duty to a client or third party which might reasonably result in a CLAIM against an INSURED. SP 3 393 CA 0312 Page 4 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy S. "PREDECESSOR" MEANS any legal entity to whose financial assets and liabilities the firm listed as the NAMED INSURED in the Declarations is the majority successor in interest. T. 'PRIOR FIRM" MEANS any law firm or professional corporation engaged in the private practice of law for which any lawyer listed in the application was a sole proprietor, partner, officer, director, stockholder, shareholder or employee prior to such lawyer joining the NAMED INSURED. U. 'PROFESSIONAL SERVICES'MEANS services rendered to others in the INSURED'S capacity as a lawyer, either for fee or pro bono, and arising out of the conduct of an INSURED'S profession as a lawyer, or as a lawyer acting in the capacity of an Arbitrator, Mediator, or other neutral, as a Notary Public, or as a member, director or officer of any bar association, its governing board or any of its committees, or as a member of a formal accreditation, ethics, peer review, licensing board, standards review or similar professional board or committee relating to the practice of law, or as an Author, Publisher, or Presenter of legal research papers or materials, but only where direct compensation per publication or presentation is less than $5000.00. When an INSURED on behalf of a client acts as a title agent, administrator, conservator, executor, guardian, trustee, escrow agent, receiver or other court -appointed fiduciary, the INSURED'S acts in such capacity shall be deemed to be the rendition of PROFESSIONAL SERVICES for others in the INSURED'S capacity as a lawyer. V. 'RETROACTIVE DATE" MEANS the date(s), as specified in the Declarations or in any endorsement attached hereto, for the NAMED INSURED and for the individual lawyers on or after which any WRONGFUL ACT must have occurred in order for CLAIMS arising therefrom to be covered under this POLICY. CLAIMS arising from any WRONGFUL ACT occurring prior to this date are not covered by this POLICY; W. 'TOTALLY AND PERMANENTLY DISABLED" MEANS the INSURED is wholly prevented from working in his or her profession as a lawyer and the disability has continued for at least six (6) months, and an independent medical examiner opines that the disability will be continuous and permanent, and the disability did not result from self-inflicted injury, attempted suicide, or alcohol or drug abuse. X. "WRONGFUL ACT' MEANS: 1. any act, error, omission, circumstance, PERSONAL INJURY or breach of duty in the rendition of PROFESSIONAL SERVICES for others or 2. any BREACH OF PERSONAL DATA arising out of the rendering of PROFESSIONAL SERVICES, but only if the INSURED has implemented current and commonly accepted technologies and methodologies designed to secure PERSONAL DATA that are appropriate to the size and complexity of the firm including but not limited to physical restricted access to all servers, edge devices (routers, hardware firewalls, and modems), RAID arrays and other hardware if maintained at the law firm, installing and maintaining all edge devices to protect against CLIENT DATA exposure, encrypting all PERSONAL DATA transmitted over the internet, encrypting all CLIENT DATA stored on any ACCESS DEVICE, password protecting every ACCESS DEVICE containing CLIENT DATA, disabling any ACCESS DEVICE when the proper password is not provided within seven (7) attempts, weekly anti -virus and anti-malware scanning, password protecting access to the INSURED'S wireless connection, securely deleting all CLIENT DATA from any retired ACCESS DEVICE, and any retired machine that may store CLIENT DATA including fax and copy machines; provided, however, that any such technologies and methodologies must comply with privacy regulations found with the Health Insurance Portability and Accountability Act of 1996 or any other similar federal or state law or regulation. SP 3 393 CA 0312 Page 5 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy IV. EXCLUSIONS This POLICY shall not apply to any CLAIM based upon, arising out of, attributable to, or directly or indirectly resulting from: A. any BREACH of PERSONAL DATA resulting from: 1. any act committed by an individual or individuals acting in an effort to coerce the civilian populations of the United States or to influence the policy or affect the conduct of any federal, state, provincial, or local government; 2. any failure of the INSURED to implement current and commonly accepted technologies and methodologies designed to secure PERSONAL DATA that are appropriate to the size and complexity of the INSURED firm including but not limited to physical restricted access to all servers, edge devices (routers, hardware firewalls, and modems), RAID arrays and other hardware if maintained at the law firm, installing and maintaining all edge devices to protect against CLIENT DATA exposure, encrypting all PERSONAL DATA transmitted over the internet, encrypting all CLIENT DATA stored on any ACCESS DEVICE, password protecting every ACCESS DEVICE containing CLIENT DATA, disabling any ACCESS DEVICE when the proper password is not provided within seven (7) attempts, weekly anti -virus and anti-malware scanning, password protecting access to the insured's wireless connection, securely deleting all CLIENT DATA from any retired ACCESS DEVICE, and any retired machine that may store CLIENT DATA including fax and copy machines; or 3. any failure of the INSURED to comply with any applicable privacy regulations found in the Health Insurance Portability and Accountability Act of 1996 or any other federal or state law or regulation, governing any industry in which the INSURED is rendering PROFESSIONAL SERVICES. B. any WRONGFUL ACT occurring prior to the effective date of the POLICY PERIOD for this lawyers professional liability policy issued by the Company to the NAMED INSURED if, (a) the WRONGFUL ACT had previously been reported to any other insurance company or (b) if the INSURED at the effective date of the POLICY PERIOD for this lawyers professional liability policy issued by the Company to the NAMED INSURED knew or could have reasonably foreseen that such WRONGFUL ACT might be expected to be the basis of a CLAIM. C. bodily injury to, or sickness, disease or death of any person. This exclusion does not apply to mental illness, emotional distress or humiliation directly arising from the rendition of PROFESSIONAL SERVICES. D. injury to, or destruction of tangible property or loss of use thereof. Tangible property includes but is not limited to any item of physical property on which data or programs are recorded, electronic data processing media, data, electronic data, programs and electronic computer programs. E. the certification or acknowledgment by any INSURED, in his or her capacity as a Notary Public, of a signature on a document which the INSURED did not witness being placed on the document or collect information required by law. F. any CLAIM made by any INSURED under this POLICY against any other INSURED under this POLICY unless such CLAIM arises out of PROFESSIONAL SERVICES by an INSURED rendered to such other INSURED as a client. G. any INSURED'S capacity as the beneficiary or distributee of any trust or estate or recipient of any non -probate transfer. SP 3 393 CA 0312 Page 6 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy H. any intentionally criminal, dishonest, malicious, or fraudulent: 1. act, error, omission; or 2. PERSONAL INJURY committed by an INSURED. This exclusion applies to any INSURED who is adjudged or admits to have committed such acts. This exclusion does not apply to any INSURED who did not commit, know or acquiesce in such WRONGFUL ACT which is the basis of the claim. any INSURED'S activities as an officer, director, partner, manager or employee of any company, corporation, operation, organization, partnership or association other than the NAMED INSURED or PRIOR FIRM, unless indicated as an additional INSURED or unless the activities are deemed to be the rendition of PROFESSIONAL SERVICES in the INSURED's capacity as a lawyer. J. any conversion, misappropriation or improper commingling of client funds. This exclusion applies only to any INSURED who is adjudged or admits to have committed such acts. K. any PROFESSIONAL SERVICES rendered or that should have been rendered to or on behalf of any entity other than the NAMED INSURED, which, at any time, was (1) ten percent (10%) or more owned by any INSURED or combination of INSUREDS and/or any spouse(s) of any INSURED or combination of INSUREDS; or (2) held, controlled, managed or operated by any INSURED or combination of INSUREDS and/or any spouse(s) of any INSURED or combination of INSUREDS. L. any violation or breach by any INSURED of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act, the Fair Labor Standards Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Occupational Safety and Health Act, the amendments thereto, the rules and regulations promulgated thereunder, or any similar provision of any federal, state or local statute, regulation or ordinance or common law. This exclusion shall not apply if any INSURED is liable solely by reason of legal services rendered to clients. M. any conduct by any INSURED committed within the scope of or while acting in a capacity as a public official or an employee of a municipality or governmental body, subdivision, agency, department or unit unless the INSURED'S conduct is deemed to be such solely because the INSURED has rendered PROFESSIONAL SERVICES to such governmental body and remuneration for such legal services inures to the benefit of the NAMED INSURED. N. any INSURED having gained in fact any personal profit or advantage to which he or she was not legally entitled. O. the disbursement of funds: 1. as the result of the deposit of a counterfeit check, or 2. without written verification from the issuing bank that the funds are valid and available, or 3. as the result of a fraudulent scheme conducted by a non-insured. V. CONDITIONS A. TERRITORY This POLICY applies to WRONGFUL ACTS that occur anywhere in the world, but only if a CLAIM is made and brought in the United States of America, its territories or possessions or Canada. B. REPORTING AND NOTICE As a condition precedent to coverage under this POLICY, if a CLAIM is made against any INSURED, or if any INSURED becomes aware of any CLAIM, the INSURED(S) shall, as soon as practicable, but no later than sixty (60) days after termination of the POLICY PERIOD, provide written notice to the Company. SP 3 393 CA 0312 Page 7 of 15 Copyright 02012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy The INSURED(S) shall include within any notice of CLAIM or POTENTIAL CLAIM a description of the CLAIM or POTENTIAL CLAIM, the alleged WRONGFUL ACT including date(s) it was committed, a summary of the facts upon which the CLAIM or POTENTIAL CLAIM is based, the alleged or potential damage that may result, the names of actual or potential claimants, the names of INSURED(S) against whom the CLAIM was or may be made, and the date and circumstances by which the INSURED(S) first became aware of the CLAIM or POTENTIAL CLAIM. Notice to the Company under the POLICY shall be given by confirmed facsimile, prepaid express courier, or U.S. Mail to: For Facsimile: 877-880-1590 Attn: Specialty Claims Imaging For US Mail: Westport Insurance Corporation Specialty Claims P.O. Box 29221 Shawnee Mission, Kansas 66201 Attn: Specialty Claims Imaging For Express Services: Westport Insurance Corporation 5200 Metcalf Overland Park, Kansas 66201-1391 Attn: Specialty Claims Imaging Except as provided in Section IV. CONDITIONS, I., any notice shall be effective on the date of receipt by the Company at either of the above addresses or facsimile number. C. DEFENSE, INVESTIGATION AND SETTLEMENT OF CLAIMS As respects such insurance as is afforded by this POLICY: 1. the Company shall have the right and duty to select counsel and arbitrators and to defend any CLAIM for LOSS against any INSURED covered by Section I. Insuring Agreement A., even if such CLAIM is groundless, false or fraudulent, and shall have the right to make such investigation, negotiation and settlement, subject to Section V. CONDITIONS C.2. below, of any CLAIM as it deems expedient. If no coverage exists for the CLAIM, the Company shall have the right to recover from the NAMED INSURED any LOSS paid and/or CLAIMS EXPENSES paid to defend the CLAIM. 2. the Company shall not settle any CLAIM without the written consent of the NAMED INSURED, which consent shall not be unreasonably withheld. If, however, the NAMED INSURED refuses to consent to a settlement recommended by the Company and elects to contest the CLAIM or continue legal proceedings in connection with such CLAIM, the Company's liability for the CLAIM shall not exceed the amount which would have been paid if the CLAIM could have been settled, including CLAIMS EXPENSES incurred up to the date of such refusal, or the applicable limit of liability, whichever is less. 3. the Company shall reimburse up to $500 to each INSURED for each day for his or her attendance at the Company's request at trial, court -imposed hearing or arbitration proceeding involving a CLAIM, but the total amount so payable for all INSUREDS shall not exceed $15,000 per CLAIM. The deductible shall not apply to this Section V. CONDITIONS C.3. However, any payments made by the Company under this Section V. CONDITIONS C.3 shall be included within the applicable limit of liability and not in addition thereto. SP 3 393 CA 0312 Page 8 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy The Company shall not be obligated to pay any LOSS or CLAIMS EXPENSES or defend or continue to defend any CLAIM after the "Per Claim Limit of Liability' or "Aggregate Limit of Liability" under this POLICY has been exhausted by payment of LOSS and/or CLAIMS EXPENSES, or the deposit in a court having jurisdiction of sums exhausting the "Per Claim Limit of Liability" or "Aggregate Limit of Liability," Except for reasonable fees, costs and expenses incurred in responding to a DISCIPLINARY PROCEEDING, no INSURED shall, without the prior written consent of the Company, incur any CLAIMS EXPENSES, make any admission or payment, admit liability, settle any CLAIMS, assume any obligation, agree to arbitration or any similar means of resolution (unless to resolve a fee dispute), or waive any rights. If an INSURED is entitled to independent counsel (in those instances where the Company agrees to defend a CLAIM, and the Company reserves its rights to deny coverage on grounds which create a conflict of interests between an INSURED and the Company, and the INSURED does not waive the conflict), then the INSURED may select independent counsel. Such counsel shall have at least five (5) years of experience in the defense of similar CLAIMS, and maintain error and omissions insurance coverage. The INSURED and independent counsel shall provide full information, documentation and cooperation with respect to the defense, investigation and settlement of any CLAIM. The Company shall be liable only for reasonable and necessary defense costs at rates customarily paid by the Company for the defense of similar CLAIMS in the geographic area where the CLAIM is being defended. D. COOPERATION 1. All INSUREDS shall cooperate with the Company in providing information requested by the Company regarding any CLAIM, POTENTIAL CLAIM or DISCIPLINARY PROCEEDING reported under the POLICY. All INSUREDS shall cooperate with the Company in the investigation of any DISCIPLINARY PROCEEDING and in the defense, investigation and settlement of any CLAIM. Upon the Company's request, the INSURED shall submit to examination or questioning under oath, attend hearings, depositions and trials and assist in effecting settlements, securing and giving evidence and obtaining the attendance of witnesses in the conduct of suits. 2. All INSUREDS shall assist the Company in effecting any rights of indemnity, contribution or apportionment available to any INSURED or the Company, including the execution of such documents as are necessary to enable the Company to pursue claims in the INSUREDS' names, and shall provide all other assistance and cooperation which the Company may reasonably require. 3. The Company shall be subrogated to all INSUREDS' rights of recovery against any person or organization. The INSURED shall execute all papers required by the Company and shall do everything that may be necessary to preserve, secure and pursue such rights for the Company, including the execution of such documents as may be necessary to enable the Company to bring suit in the name of the INSURED. All INSUREDS shall cooperate with the Company and do nothing to jeopardize, prejudice or terminate such rights. E. LIMITS OF LIABILITY All limits of liability shall apply in excess of the deductible. Amounts paid by the Company for all CLAIMS EXPENSES and amounts paid in satisfaction of CLAIMS are subject to and reduce the applicable limit of liability. All CLAIMS EXPENSES shall first be subtracted from the applicable "Per Claim Limit of Liability,' with the remainder, if any, being the amount available to pay LOSS. The liability of the Company for the combined total of all LOSS and CLAIMS EXPENSES for a covered CLAIM shall not exceed the amount stated in the Declarations as "Per Claim Limit of Liability." SP 3 393 CA 0312 Page 9 of 15 Copyright 02012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy The liability of the Company for the combined total of all LOSS and CLAIMS EXPENSES for all covered CLAIMS shall not exceed the amount stated in the Declarations as "Aggregate Limit of Liability." F. DEDUCTIBLE The deductible, as stated in the Declarations, shall apply to each CLAIM and shall be paid by the NAMED INSURED. The deductible shall be first applied to all CLAIMS EXPENSES with the remainder, if any, being applied to LOSS. CLAIMS EXPENSES shall be included within the deductible and the limit of liability and not in addition thereto. Payment of the deductible shall be made by the NAMED INSURED within thirty (30) days of receipt of demand by the Company. The deductible, as stated in the Declarations, will be reduced by 50% not to exceed a reduction of $12,500 for each CLAIM that is resolved within 365 days of receipt by the Company of the written notice of the CLAIM, or within 365 days of receipt by the Company of the written notice of the POTENTIAL CLAIM, whichever occurs first, from the INSURED and for an amount recommended to the INSURED by the Company, except if the CLAIM is resolved after the commencement of: i. a trial for the full adjudication of the CLAIM in a court of law; or ii. the first motion for summary judgment by any party for the full adjudication of the CLAIM against the INSURED in a court of law; or iii. the first evidentiary hearing in binding arbitration of the CLAIM. The reduction in deductible applies to per claim deductibles and aggregate deductibles. If the CLAIM is not fully and finally resolved within the period of time described above, there shall be no reduction in the deductible. If the CLAIM is resolved and the INSURED has paid more than 50% of the deductible, the Company will reimburse the INSURED the amount paid in excess of 50% of the deductible within sixty (60) days of receipt by the Company of written request by the INSURED. No deductible shall apply to any CLAIM that results from pro bono PROFESSIONAL SERVICES rendered for the public interest at no fee to persons of limited means or to public service or charitable groups or organizations. G. MULTIPLE INSUREDS, CLAIMS AND CLAIMANTS The inclusion of more than one INSURED in any CLAIM or the making of CLAIMS by more than one person or organization shall not increase the limits of liability or the deductible. Two or more CLAIMS arising out of a single WRONGFUL ACT or a series of related or continuing WRONGFUL ACTS, shall be a single CLAIM. All such CLAIMS whenever made shall be considered first made on the date on which the earliest CLAIM was first made arising out of such WRONGFUL ACT and all such CLAIMS are subject to one "Per Claim Limit of Liability' and deductible. H. OTHER INSURANCE If there is other valid and collectible insurance under any other policy or policies applicable to a covered CLAIM under the POLICY, the POLICY shall be deemed excess insurance over and above the applicable limits of liability of all such other insurance unless such other insurance is specifically written as excess insurance over the limits of liability provided in the POLICY. TERMINATION The POLICY shall terminate at the earliest of the following: 1. if the POLICY is terminated for failure to pay a premium when due, upon the effective date of cancellation stated in a written notice of termination from the Company to the NAMED INSURED, provided such notice is received by the NAMED INSURED at least ten (10) days prior to the effective date of cancellation. The mailing of such notice shall be sufficient notice and the effective date of cancellation stated in the notice shall become the end of the POLICY PERIOD. Any earned premium shall be computed pro rata; SP 3 393 CA 0312 Page 10 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy 2. if the POLICY is terminated by the company for any reason, other than the reason stated in Section V. CONDITIONS, I.1., upon the effective date of termination stated in a written notice of termination from the Company to the NAMED INSURED, provided such notice is received by the NAMED INSURED at least sixty (60) days prior to the effective date of termination. The mailing of such notice shall be sufficient notice and the effective date of termination stated in the notice shall become the end of the POLICY PERIOD. Any earned premium shall be computed pro rata; 3. upon the receipt by the Company of the POLICY surrendered by the NAMED INSURED. Any earned premium shall be computed in accordance with the customary short rate table and procedure; 4. upon the transmittal to the Company of written notice of termination from the NAMED INSURED stating when thereafter such termination shall be effective. Any earned premium shall be computed in accordance with the customary short rate table and procedure; 5. upon expiration of the POLICY PERIOD as set forth in the Declarations; or 6. upon the effective date of termination stated in the written notice of the Company of their intent not to renew the POLICY in accordance with applicable law. In the event of any termination of coverage except as provided in this Paragraph I.1. above, there is an Automatic Sixty (60) Day Extended Claim Reporting Period commencing upon POLICY termination for CLAIMS first made against any INSURED during the POLICY PERIOD. Not later than thirty (30) days after the termination of coverage, the Company will mail or deliver to the NAMED INSURED written notice of the Automatic Sixty (60) Day Extended Reporting Period and the availability of, premium for, and importance of purchasing one of the additional Extended Reporting Period options offered. If the POLICY has been cancelled by the Company because the NAMED INSURED has failed to pay a premium when due, and if the POLICY has been in effect for less than one year, the Notice will be sent as above, but indicating that no additional Extended Reporting Period options are available to purchase, due to cancellation for non-payment. J. EXTENDED REPORTING PERIOD If the Company or the NAMED INSURED shall cancel or non -renew the POLICY, the NAMED INSURED shall have the right to extend the time for reporting CLAIMS made against any INSURED under the POLICY per the following schedule. The additional premium for the Extended Reporting Period shall be: Extended Reporting Period Additional Premium 12 months 100% of the last annual premium of this POLICY 24 months 150% of the last annual premium of this POLICY 36 months 185% of the last annual premium of this POLICY Unlimited 300% of the last annual premium of this POLICY If the NAMED INSURED exercises the Extended Reporting Period option, the coverage shall apply only to CLAIMS for WRONGFUL ACTS which occurred prior to the end of the POLICY PERIOD and on or after the RETROACTIVE DATE, if any, which are otherwise covered by the POLICY and which are first made against this INSURED and reported to the Company during the Extended Reporting Period. This right to purchase the Extended Reporting Endorsement is subject to the following conditions: 1. the INSURED exercising the Extended Reporting Period option has not had his or her professional license to practice law suspended or surrendered at the request of any disciplinary or regulatory authority; 2. the POLICY was cancelled or non -renewed for reasons other than non-payment of premium; SP 3 393 CA 0312 Page 11 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording. and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy 3. any deductible amounts due the Company have been paid; 4. the INSURED has complied with all of the terms and conditions of the POLICY; and 5. the NAMED INSURED must send written notice to the Company of the intention to purchase the Extended Reporting Endorsement accompanied by the additional premium. Written notice and premium payment must be received by the Company no later than sixty (60) days after the termination date of the POLICY PERIOD. Separate or new limits do not apply to the Extended Reporting Period. This option to extend the reporting period does not extend the POLICY PERIOD. The purchase of the Extended Reporting Period shall not in any way increase the limit of liability stated in the Declarations. If the Extended Reporting Period option is exercised, then such period shall be part of and not in addition to the Last POLICY PERIOD. Any CLAIM made during the Extended Reporting Period shall be deemed to have been made during the immediately preceding POLICY PERIOD. The entire premium for this option shall be deemed fully earned at the commencement of the Extended Reporting Period. K. NON -PRACTICING EXTENDED REPORTING PERIOD OPTIONS 1. Subject to the conditions stated below and in Paragraph 5. of this Section K., any individual owner, partner, officer, director, stockholder, shareholder or employee of the NAMED INSURED who, during the POLICY PERIOD, retires or voluntarily ceases, permanently and totally the private practice of law, shall be entitled, at no additional premium, to an unlimited period for reporting CLAIMS first made against this INSURED. The right to this retirement Non -Practicing Extended Reporting Period is subject to the following conditions: a. the INSURED exercising the Non -Practicing Extended Reporting Period option has not had his or her professional license to practice law suspended or surrendered at the request of any disciplinary or regulatory authority; b. the INSURED has been continuously insured by the Company for at least three full consecutive years; c. the POLICY was not cancelled for non-payment of premium or non -renewed; d. the INSURED exercising this option has complied with all of the terms and conditions of the POLICY; and e. the INSURED gives written notification of retirement or the termination of the private practice of law within sixty (60) days after the termination date of the POLICY PERIOD. This Non -Practicing Extended Reporting Period option is provided until the INSURED resumes the private practice of law. 2. Subject to the conditions stated below and in Paragraph K.5., any individual partner, officer, director, stockholder, shareholder or employee of the NAMED INSURED who, during the POLICY PERIOD, retires or otherwise ceases the private practice of law, and who has not been continuously insured by the Company for at least three full consecutive years, shall have the right to extend the time for reporting CLAIMS first made against this INSURED per the following schedule. The additional premium for this Non -Practicing Extended Reporting Period shall be: Extended Reporting Period Additional Premium 12 months 100% of per lawyer annual premium of this POLICY 24 months 150% of per lawyer annual premium of this POLICY 36 months 185% of per lawyer annual premium of this POLICY Unlimited 300% of per lawyer annual premium of this POLICY SP 3 393 CA 0312 Page 12 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy If an INSURED exercises this Non -Practicing Extended Reporting Period option, the coverage shall apply only to CLAIMS for WRONGFUL ACTS which occurred prior to the end of the POLICY PERIOD and on or after the RETROACTIVE DATE, if any, which are otherwise covered by the POLICY and which are first made against this INSURED and reported to the Company during this Non -Practicing Extended Reporting Period. This right to purchase this Non -Practicing Extended Reporting Endorsement is subject to the following conditions: a. the license of the INSURED exercising the Non -Practicing Extended Reporting Period option to practice his or her profession has not been revoked, suspended or surrendered at the request of any disciplinary or regulatory authority for reasons other than the INSURED exercising the Non -Practicing Extended Reporting Period option becoming TOTALLY AND PERMANENTLY DISABLED, by the time that the right could be exercised; b. the POLICY was not cancelled for non-payment of premium or non -renewed; c. the INSURED exercising this Non -Practicing Extended Reporting Period option has complied with all of the terms and conditions of the POLICY; d. the INSURED exercising this Non -Practicing Extended Reporting Period option must send written notice to the Company of the intention to purchase this Non -Practicing Extended Reporting Endorsement accompanied by the additional premium. The Company must receive written notice and premium payment no later than sixty (60) days after the termination date of the POLICY PERIOD. 3. Subject to Paragraph K.S. below, if an INSURED dies during the POLICY PERIOD as a result of reasons other than self-inflicted injury, suicide, or alcohol or drug abuse, then the period for reporting CLAIMS is extended at no additional premium until the executor or administrator of the estate is discharged, provided that the estate, heir or administrator gives written notification and written proof of the date of death to the Company within 60 days of the death of the INSURED. The deductible requirement of the POLICY will be waived for CLAIMS first made against the INSURED during the Non -Practicing Extended Reporting Period. 4. If an INSURED becomes TOTALLY AND PERMANENTLY DISABLED during the POLICY PERIOD, and has been continuously insured by the Company for at least two (2) consecutive years, then the period for reporting CLAIMS is extended at no additional premium until the death of the INSURED or until the INSURED is no longer TOTALLY AND PERMANENTLY DISABLED, provided that: a. the INSURED or the INSURED'S legal guardian provides written notice of the disability to the Company no later than sixty (60) days after the termination date of the POLICY PERIOD; b. the INSURED or the INSURED'S legal guardian provides a physician's written certification of the disability including the date the disability commenced; and c. the INSURED agrees to submit to a medical examination at the Company's expense by any physician(s) designated by the Company. The deductible requirement of the POLICY will be waived for CLAIMS first made against the INSURED during the Non -Practicing Extended Reporting Period. SP 3 393 CA 0312 Page 13 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy 5. The provisions in 1., 2., 3., & 4. above that extend the reporting period do not extend the POLICY PERIOD. Any Non -Practicing Extended Reporting Period option shall be part of and not in addition to the last POLICY PERIOD. Non -Practicing Extended Reporting Period shall not in any way increase the limit of liability stated in the Declarations. Any CLAIM made during this Non -Practicing Extended Reporting Period shall be deemed to have been made during the immediately preceding POLICY PERIOD. The entire premium for this option shall be deemed fully earned at the commencement of this Non -Practicing Extended Reporting Period. The additional premium and deductible requirement for this Non -Practicing Extended Reporting Period will be waived for an INSURED who is leaving the private practice of law to become either a state or federal judge. L. ACTION AGAINST THE COMPANY No action shall lie against the Company unless, as a condition precedent thereto, all INSUREDS shall have fully complied with all the terms and conditions of the POLICY, and not until the amount of all INSUREDS' obligations to pay has been finally determined either by judgment against all INSUREDS after actual trial or by written agreement of the NAMED INSURED, the claimant and the Company. Any person, organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this POLICY to the extent of the insurance afforded by this POLICY. Nothing contained in the POLICY shall give any person or organization any right to join the Company as a co-defendant in any action against any INSURED to determine any INSURED'S liability. Bankruptcy or insolvency of any INSURED or any INSURED'S estate shall not relieve the Company of any of its obligations hereunder. M. CHANGES No change or modification of this POLICY shall be effective except when made by a written endorsement to this POLICY. N. ACQULSITIONS AND MERGERS In the event of any merger, consolidation, amalgamation, or acquisition involving the INSURED and any law firm or any material change in the INSURED'S area of practice, the INSURED shall notify the Company of such change within 60 days of the date of such change. O. NO ASSIGNMENT Neither this POLICY nor any INSURED'S interest in this POLICY may be transferred or assigned. P. APPLICABLE LAWS Any terms of the POLICY which are in conflict with any laws and regulations governing the POLICY are hereby amended to conform to such laws and regulations. Q. WAIVER The Company's failure to insist on strict compliance with any of the terms, provisions or conditions to coverage of the POLICY or the failure to exercise any right or privilege shall not operate or be construed as a waiver thereof or of any subsequent breach thereof or a waiver of any other terms, provisions, conditions, privileges or rights. R. LIBERALIZATION If the Company adopts any revision that would broaden coverage under this POLICY without additional premium at any time during the POLICY PERIOD, the broadened coverage will immediately apply to this POLICY except that it will not apply to CLAIMS that were first made against the INSURED prior to the effective date of such revision. SP 3 393 CA 0312 Page 14 of 15 Copyright ©2012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy S. ENTIRE AGREEMENT By acceptance of this POLICY, all INSUREDS reaffirm as of the effective date of this POLICY that (a) the statements in the application(s) and all information communicated by the INSUREDS to the Company, and all INSUREDS' agreements and representations, are true and accurate, (b) this POLICY is issued in reliance upon the truth and accuracy of such representations which are material to the Company's issuance of this POLICY and (c) this POLICY embodies all agreements between all INSUREDS and the Company or any of its agents relating to this insurance. No representations by any person shall have any force or effect, except as included within this written agreement. Notwithstanding any provision in the POLICY or application, the application should not be considered part of the POLICY. This POLICY is not valid unless completed by the attachment of the Declarations. WESTPORT INSURANCE CORPORATION President Secretary SP 3 393 CA 0312 Page 15 of 15 Copyright 02012 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy Westport Insurance Corporation PROFESSIONALS ADVANTAGE FOR LAWYERS ill EXTENDED REPORTING PERIOD AMENDATORY ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Section V. Conditions, K. Non -Practicing Extended Reporting Period, is deleted and replaced with the following: K. NON -PRACTICING EXTENDED REPORTING PERIOD OPTIONS 1. Subject to the conditions stated below and in Paragraph 5. of this Section K., any individual owner, partner, officer, director, stockholder, shareholder or employee of the NAMED INSURED who, during the POLICY PERIOD, retires or voluntarily ceases, permanently and totally the private practice of law, shall be entitled, at no additional premium, to an unlimited period for reporting CLAIMS first made against this INSURED. Providing pro bono services will not invalidate the Non -Practicing Extended Reporting Period. The right to this retirement Non -Practicing Extended Reporting Period is subject to the following conditions: a. the INSURED exercising the Non -Practicing Extended Reporting Period option has not had his or her professional license to practice law revoked, suspended or surrendered as the result of any disciplinary, criminal or regulatory threat or activity; b. the INSURED has been continuously insured by the Company and/or another lawyers professional liability insurance carrier for at least three full consecutive years; c. the POLICY was not cancelled for non-payment of premium or non -renewed; d. the INSURED exercising this option has complied with all of the terms and conditions of the POLICY; and e. the INSURED gives written notification of retirement or the termination of the private practice of law, within sixty (60) days after the termination date of the POLICY PERIOD. This Non -Practicing Extended Reporting Period option is provided until the INSURED resumes the private practice of law. The deductible requirement of the POLICY will be waived for CLAIMS first made against the INSURED during the Non -Practicing Extended Reporting Period. 2. Subject to the conditions stated below and in Paragraph K.5., any individual partner, officer, director, stockholder, shareholder or employee of the NAMED INSURED who, during the POLICY PERIOD, retires or otherwise ceases the private practice of law, and who has not been continuously insured by the Company and another lawyers professional liability insurance carrier for at least three full consecutive years, shall have the right to extend the time for reporting CLAIMS first made against this INSURED per the following schedule. The additional premium for this Non -Practicing Extended Reporting Period shall be: Extended Reporting Period Additional Premium 12 months 100% of per lawyer annual premium of this POLICY 24 months 150% of per lawyer annual premium of this POLICY 36 months 185% of per lawyer annual premium of this POLICY Unlimited 300% of per lawyer annual premium of this POLICY SP 8 993 1015 Page 1 of 3 Copyright ©2015 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy If an INSURED exercises this Non -Practicing Extended Reporting Period option, the coverage shall apply only to CLAIMS for WRONGFUL ACTS which occurred prior to the end of the POLICY PERIOD and on or after the RETROACTIVE DATE, if any, which are otherwise covered by the POLICY and which are first made against this INSURED and reported to the Company during this Non -Practicing Extended Reporting Period. The deductible requirement of the POLICY will be waived for CLAIMS first made against the INSURED during the Non -Practicing Extended Reporting Period. This right to purchase this Non -Practicing Extended Reporting Endorsement is subject to the following conditions: a. the license of the INSURED exercising the Non -Practicing Extended Reporting Period option to practice his or her profession has not been revoked, suspended or surrendered as the result of any disciplinary, criminal or regulatory threat or activity for reasons other than the INSURED exercising the Non -Practicing Extended Reporting Period option becoming TOTALLY AND PERMANENTLY DISABLED, by the time that the right could be exercised; b. the POLICY was not cancelled for non-payment of premium or non -renewed; c. the INSURED exercising this Non -Practicing Extended Reporting Period option has complied with all of the terms and conditions of the POLICY; d. the INSURED exercising this Non -Practicing Extended Reporting Period option must send written notice to the Company of the intention to purchase this Non -Practicing Extended Reporting Endorsement accompanied by the additional premium. The Company must receive written notice and premium payment no later than sixty (60) days after the termination date of the POLICY PERIOD. 3. Subject to Paragraph K.S., below, if an INSURED dies during the POLICY PERIOD as a result of reasons other than self-inflicted injury, suicide, or alcohol or drug abuse, then the period for reporting CLAIMS is extended at no additional premium until the executor or administrator of the estate is discharged, provided that the estate, heir or administrator gives written notification and written proof of the date of death to the Company within 60 days of the death of the INSURED. The deductible requirement of the POLICY will be waived for CLAIMS first made against the INSURED during the Non -Practicing Extended Reporting Period. 4. If an INSURED becomes TOTALLY AND PERMANENTLY DISABLED during the POLICY PERIOD, and has been continuously insured by the Company and another lawyers professional liability insurance carrier for at least two (2) consecutive years, then the period for reporting CLAIMS is extended at no additional premium until the death of the INSURED or until the INSURED is no longer TOTALLY AND PERMANENTLY DISABLED, provided that: a. the INSURED or the INSURED'S legal guardian provides written notice of the disability to the Company no later than sixty (60) days after the termination date of the POLICY PERIOD; b. the INSURED or the INSURED'S legal guardian provides a physician's written certification of the disability including the date the disability commenced; and c. the INSURED agrees to submit to a medical examination at the Company's expense by any physician(s) designated by the Company. The deductible requirement of the POLICY will be waived for CLAIMS first made against the INSURED during the Non -Practicing Extended Reporting Period. SP 8 993 1015 Page 2 of 3 Copyright ©2015 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. insured Copy 5. The provisions in 1., 2., 3., & 4. above that extend the reporting period do not extend the POLICY PERIOD. Any Non -Practicing Extended Reporting Period option shall be part of and not in addition to the last POLICY PERIOD. Non -Practicing Extended Reporting Period shall not in any way increase the limit of liability stated in the Declarations. Any CLAIM made during this Non -Practicing Extended Reporting Period shall be deemed to have been made during the immediately preceding POLICY PERIOD. The entire premium for this option shall be deemed fully earned at the commencement of this Non -Practicing Extended Reporting Period. The additional premium and deductible requirement for this Non -Practicing Extended Reporting Period will be waived for an INSURED who is leaving the private practice of law to become either a state or federal judge. All other terms and conditions of this policy shall remain unchanged. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to the preparation of the policy.) Endorsement Effective 11 / 01 / 2 016 Named Insured TELECOM LAW FIRM, PC Countersigned. Authorized Representative Policy No. WLA335011157501 WESTPORT INSURANCE CORPORATION President Secretary SP 8 993 1015 Page 3 of 3 Copyright ©2015 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy WESTPORT INSURANCE CORPORATION PROFESSIONALS ADVANTAGE FOR LAWYERS SM LIMITATION OF INDIVIDUAL PRIOR ACTS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Section IV. EXCLUSIONS is amended to include the following exclusion: This POLICY does not apply to any CLAIM based upon, arising out of or attributable to, or directly or indirectly resulting from a WRONGFUL ACT committed by the following INSURED(S) prior to the corresponding RETROACTIVE DATE(S): INSURED: JONATHAN L. KRAMER ROBERT MAY, III NATALIA SHPARBER — OC CHRISTINA SANSONE REBEKAH ROUNDS MICHAEL JOHNSTON RETROACTIVE DATE: 11/01/2006 11/27/2013 10/09/2012 02/01/2014 09/07/2016 01/15/2016 All other terms and conditions of this policy shall remain unchanged. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to the preparation of the policy.) Endorsement Effective 11— 01-16 Named Insured TELECOM LAW FIRM, PC Cnnnto rcion.-'ri Policy No. WLA3 3 5 01115 7 5 01 WESTPORT INSURANCE CORPORATION 044)464..414, SP 3 389 6yihorized Representative President SHreeyof g Copyright ©2011 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording. and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy WESTPORT INSURANCE CORPORATION PROFESSIONALS ADVANTAGE FOR LAWYERS SM SPECIFIED BUSINESS EXCLUSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Section IV. EXCLUSIONS is amended to include the following exclusion: any CLAIM brought by or on behalf of any person or entity including but not limited to clients, customers, investors, shareholders, joint ventures, joint venturers, partners, promoters, officers, directors, employees and representatives, based upon or arising out of or attributable to, or directly or indirectly resulting from any WRONGFUL ACT which is in any way pertaining to, related to or connected with the entity(ies) specifically named below, its parents, subsidiaries, affiliates, predecessors, successors, assigns and any other organization it has formed, acquired or participated in, or which it in any way owns or controls: KRAMER FIRM, INC. LAW OFFICE OF CHRISTINA SANSONE All other terms and conditions of this policy shall remain unchanged. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to the preparation of the policy.) Endorsement Effective 11— 01-16 Named Insured TELECOM LAW FIRM, PC Cnnntprcianpd I 6.2,47 Policy No. WLA 3 3 5 01115 7 5 01 WESTPORT INSURANCE CORPORATION Copyright ©2011 Westport Insurance Corporation. All rights reserved. The reproduction or utilization of this work in any form whether by any electronic, mechanical, or other means, now known or hereafter invented, including xerography, photocopying, and recording, and information storage and retrieval system is forbidden without the written permission of Westport Insurance Corporation. Insured Copy SP 3 402 07Y1horized Representative President Se'agearyof 1 CLE anc Premium Credits Take advantage of FREE CLE's and premium credits as a Pearl Insurance and Swiss Re Corporate Solutions policyholder. Swiss Re Corporate Solutions, with products underwritten by Westport Insurance Corporation, offers risk management services — at no cost to you. This means you have access to live webinars, seminars, and online and on -demand videos. Every covered attorney now has access to six (6) available hours of complimentary on -demand, CLE-approved webinars. This is a policy enhancement from the three (3) hours of CLE-approved webinars we previously offered, doubling your credits and making it even easier for you to meet your license requirements. Plus, as a Pearl Insurance and Swiss Re Corporate Solutions insured, you're eligible for premium credits just for utilizing our risk management resources! If you are a current Swiss Re Corporate Solutions policyholder, or if you have a policy with a different carrier, contact us and let us help you earn CLE's and premium credits. Contact Pearl Insurance today to learn more. For additional information on any of our coverage plans for attorneys, visit us online at pearlinsurance.com/CAlawyers, or call a Pearl Lawyers Professional Liability Specialist, Monday -Friday from 8 a.m. to 6 p.m. Central Time, at 800.322.2488. Pearl Insurance and Swiss Re Corporate Solutions —the experienced team that's committed to you. Renewal requests for current Swiss Re Corporate Solutions policyholders or for new Swiss Re Corporate Solutions policy applicants through Pearl Insurance are available if your policy inception date is on or after March 1, 2013. 0 �a N�GP�� G�c) �OV1/4 so live webinars, seminars, and online videos free hours of CLE-approved webinars PEARL INSURANCE" Swiss Re n1 Corporate Solutions 150135-CA-CLE-Mail . Swiss Re Corporate Solutions What to Expect when Reporting a Legal Malpractice Claim or Potential Claim 1. To report a new claim or potential claim to Westport, the policy holder should provide his or her policy number, contact information and description of the claim or potential claim as required and detailed under the "Reporting and Notice" condition of the policy. The subject line should indicate that the report is a "New claim". Documents should be sent using any of the following methods: Preferred method: Email: Ci_specialtyclaims@swissre.com Alternative Methods: Fax: +1 877 880 1590 Mail: Westport Insurance Corporation Specialty Claims PO Box 29221 Shawnee Mission, KS 66201 Express mail: Wesport Insurance Corporation c/o Swiss Re Corporate Solutions 5200 Metcalf, Overland Park, KS 66201-1391 Attn: Specialty Claims Imaging 2. Upon receipt of the submission, an experienced claims professional will contact the policy holder, generally within 24 - 48 hours, and will discuss the circumstances of the claim or potential claim in detail. 3. The Westport claims professional will advise the policy holder how the Westport policy responds to the specific claim or potential claim. In the event that Westport issues a reservation of rights letter, Westport, per the terms of the letter, will still provide a defense for the claim. Westport will discuss the letter with the policy holder prior to its issuance. 4. The claims professional assigned to the claim will normally be with the policy holder for the life of the claim. Over 90% of Westport claims professionals are licensed attorneys and have, on average, over 20 years of experience in the insurance industry. The claims professional will work with the policy holder to mitigate the situation and develop a resolution strategy. The claims professional generally will not contact the claimant without speaking with the policy holder first. 5. If the claim is in suit, working with the policy holder, the claims professional will hire a specialized attorney to defend the policy holder. Westport has access to a highly experienced panel of attorneys who specialize in defending claims against attorneys. If the policy holder reports a potential claim, the claims professional may offer pre -suit counsel if they determine pre -suit counsel is appropriate. The claims professional will always discuss the selection of defense counsel with the policy holder. 6. If defense counsel is hired, defense counsel will contact the policy holder as soon as possible. Defense counsel will work in collaboration with the policy holder and the claims professional to develop an appropriate strategy for resolution or defense of the claim. 7. If the deductible applies to expenses, defense counsel will be instructed to bill the policy holder until the deductible is satisfied. Thereafter, Westport will provide payment to the defense firm. 8. Westport recognizes that the policy holder's reputation is at stake. If the claims professional believes that a settlement is appropriate, they will discuss all pertinent facts and settlement options with the policy holder. The policy holder's consent is necessary before any settlement agreement can be reached. 9. Please note that the Westport policy sets forth that the policy holder should refrain from hiring counsel, admitting liability, settling any claims, assuming any obligations, or waiving any rights absent prior written approval from the claims professional. ©2014 Swiss Re. All rights reserved. Continued next page 10. Westport will work to reach a favorable resolution as quickly as possible. Once a resolution is reached, the claim will be closed. 11. Westport also urges the policy holder to review his or her policy in detail as not all provisions and details of coverage can be fully explained herein. Swiss Re Corporate Solutions offers innovative, high -quality insurance capacity to mid -sized and large multinational corporations across the globe. Our offerings range from standard risk transfer covers and multi -line programmes, to highly customised solutions tailored to the needs of our clients. Swiss Re Corporate Solutions serves customers from over 40 offices worldwide and is backed by the financial strength of the Swiss Re Group. For more information about Swiss Re Corporate Solutions, please visit: www.swissre.com/corporatesolutions This article is intended to be used for general informational purposes only and is not to be relied upon or used for any particular purpose. Swiss Re shall not be held responsible in any way for, and specifically disclaims any liability arising out of or in any way connected to, reliance on or use of any of the information contained or referenced in this article. The information contained or referenced in this article is not intended to constitute and should not be considered legal, accounting or professional advice, nor shall it serve as a substitute for the recipient obtaining such advice. www.swissre.com/lawyer ®2014 Swiss Re. All rights reserved. Claims Management Pearl Insurance and Swiss Re Corporate Solutions: Dedicated to Your Lawyers Professional Liability Insurance Claim Needs The Pearl Insurance and Swiss Re Corporate Solutions claims team is made up primarily of licensed attorneys and averages more than 20 years of industry experience. Our team has the knowledge you want on your side regarding the state's laws, rules, judges, opposing counsel, expert witness, and mediators. New Claims To report a new or potential claim, the policyholder should provide the policy number, contact information, and information regarding the claim as required under the "Reporting and Notice" provision of the policy. The subject line should indicate that the report is a "new claim." Send documents using any of the following methods: Preferred method EMAIL: ci_specialtyclaims@swissre.com Alternative methods FAX: 1.877.880.1590 MAIL: Westport Insurance Corporation Specialty Claims PO Box 29221 Shawnee Mission, KS 66201 EXPRESS MAIL: Westport Insurance Corporation c/o Swiss Re Corporate Solutions 5200 Metcalf Overland Park, KS 66201-1391 Attn: Specialty Claims Imaging Upon receipt of the submission, an experienced claims professional will contact the policyholder generally within 24-48 hours to discuss the circumstances of the claim, or potential claim, in detail. OPEARL INSURANCE' Swiss Re Corporate Solutions For more information, contact Pearl Insurance 800.447.4982 I pearlinsurance.com/SR-Claims I lawyersales@pearlinsurance.com Meet Our Claims Team: Frank English TEAM LEADER Steve King CLAIMS CONSULTANT David Marseille CLAIMS CONSULTANT Janice Carman CLAIMS SPECIALIST Kathy Mulroy CLAIMS SPECIALIST Peggy Kleinschmit CLAIMS SPECIALIST Donna Asta CLAIMS SPECIALIST Kristina Miller CLAIMS SPECIALIST Lawyers Professional Liability Insurance products are underwritten by Westport Insurance Corporation, a member of Swiss Re Corporate Solutions. 152837-SR-CM-WEB-FLYR YottvS ' ts- for Professional Business Insurance hart Solutioczs = rotaG solutiocts You may know Pearl Insurance as Your Specialists for Professional Liability Insurance but did you also know that Pearl Insurance can be your Total Solutions Provider? With a vast array of products and carriers to fit your needs, Pearl Insurance is here to find the right coverage for you and your business. Just ask any one of our Insurance Specialists about your product or coverage needs and they will go to work for you to find the right solution. Commercial Lines Bonds Builders'Risk Business Owners Commercial Auto Commercial Package Contingent Liability Crime Difference in Conditions Directors & Officers Employer Practices Liability Errors & Omissions Excess Liability QEAR L® INSURANCE Fiduciary Liability Flood General Liability Hole in One Liquor Liability Marine Notary Public Package Pollution Liability Property Special Events Umbrella Worker's Compensation Personal Lines Dwelling Fire Fine Arts Home Owners Jewelry Mobile Home Personal Auto Policy Personal Umbrella Renters Seasonal Home Sports -Utilities Watercraft CaII 1.800.447.4982 for more information! www.pearlinsurance.com 110409 Office of the City Attorney Mayor Ron Morrison Council Members c Senior Assistant City Attorney Jerry Cano ` *�•—' Alejandra Sotelo-Solis Mona Rios Deputy City Attorney Albert Mendivil Roberto M. Contreras Interim City Attorney George H. Eiser, III MEMORANDUM TO: City Clerk DATE: January 25, 2017 FROM: Ginny Miller, Legal Assistant SUBJECT: Agreement for Legal Services with Telecom Law Firm, PC Attached for your files, is a fully -executed original of the Agreement for Legal Services dated January 10, 2017 between the City of National City and the law firm of Telecom Law Firm, PC. They have already been provided with an original for their files. Thank you. 1243 National City Boulevard; National City, California 91950-4397 Tel.: (619) 336-4220 Fax: (619) 336-4327