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HomeMy WebLinkAbout2021 CON Kreisberg Law Firm LLP - Labor RelationsAGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE CITY OF NATIONAL CITY AND KREISBERG LAW FIRM LLP THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made as of the 1st day of March, 2021 between the CITY OF NATIONAL CITY, a municipal corporation, (the "CITY"). and KREISBERG LAW FIRM LLP, (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 as -needed, general legal services regarding labor relations and labor negotiations matters, subject to this Agreement. Article 2. Effective Date and Term. This Agreement shall be effective on March 1, 2021, through December 31, 2021 This Agreement may be terminated 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 Manager. Article 3. Scope of Services. FIRM shall provide, as -needed, general legal services regarding labor relations and labor negotiations matters, including the following: perform the full range of services related to the negotiation, drafting and implementation of MOUs, including proactively advising on current legal trends and issues related to labor negotiations and agreements. Compensation for these "labor relations and labor negotiations" services shall be as set forth in Article 4 of this Agreement. Upon request, FIRM may provide other labor and employment legal services, including representing the CITY in unfair labor practice, arbitration, litigation, mediation, fact-finding, appeals and other hearings that may relate to labor relations and labor negotiations, as well as advising the CITY on non -labor related employment law matters. Compensation for these "other labor and employment legal services" shall be as set forth in Article 4 of this Agreement.. Article 4. Compensation. The total compensation to FIRM for providing the services set forth herein shall not exceed $49,000. A. The CITY shall pay a monthly retainer amount of $4,000 for each month of this Agreement for a total of $40,000 during the term of this Agreement for services set forth in Article 3. B. In addition, the CITY shall pay $300 per hour for any additional requested and authorized "other labor and employment legal services" as described in Article 3. C. 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 2021 Agreement Legal Services Page 1 of 9 City of National City and KREISBERG LAW FIRM, LLP consistent with good professional practice after consulting with and obtaining approval by the CITY. D. The FIRM agrees to document a plan and budget consistent with the scope of services described above in Article 3 to be agreed to by the City Manager 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. E. The FIRM shall keep the CITY advised monthly as to the level of attorney hours and client services performed under Article 3. The FIRM will not charge the CITY for travel time; however, the FIRM may charge for work performed for the CITY during any travel time. F. 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 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 or like items. (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) Meals. (9) Late payment charge 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. G. Bills from the FIRM should be submitted to Brad Raulston, City Manager, 1243 National City Boulevard, National City, CA 91950-4301. The individual time and 2021 Agreement Legal Services Page 2 of 9 City of National City and KREISBERG LAW FIRM, LLP 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. H. The FIRM agrees to forward to the CITY a statement of account for each 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 attorney hours and client disbursements which have been incurred to date under this Agreement, and as to future expected levels of hours and disbursements. I. 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. (a) 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. (b) Due to the nature of the CITY'S payment process, the CITY will not pay any late charges. Every effort will be made to pay bills promptly. J. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Ultimately, staffing is a CITY decision, and the CITY'S representative may review staffing to insure that it is optimal to achieve the goals of the engagement at the least cost. (1) Paralegals are to be used to the maximum extent possible to enhance efficiency and cost-effectiveness. All tasks typically considered associate work should be considered for assignment to a paralegal. Written authorization from the CITY must be had before associate hours billed exceed paralegal hours billed. 2021 Agreement Legal Services Page 3 of 9 City of National City and KREISBERG LAW FIRM, LLP (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 5. 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 particular professional expertise of the individuals rendering the services required in the Scope of Services. Article 6. 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 7. 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 8. Acceptability of Work. The CITY shall 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. If the FIRM and the CITY cannot agree to the quality or acceptability of the work, the manner of performance, 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 or the compensation payable to the FIRM. Article 9. Indemnification. The FIRM agrees to indemnify, defend, and hold the CITY and its agents, officers, employees, and volunteers 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 or claimed to be caused by the acts or omissions 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 arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees, or volunteers. 2021 Agreement Legal Services Page 4 of 9 City of National City and KREISBERG LAW FIRM, LLP Article 10. Insurance. The FIRM, at its sole cost and expense, shall purchase and maintain throughout the term of this Agreement, the following insurance policies: A. Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per claim. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to the "location". The "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance requirement will be waived by the City if there are six (6) employees or fewer, consistent with state law. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. 'F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the FIRM shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. shall be: G. The Certificate Holder for all policies of insurance required by this Section City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial 2021 Agreement Legal Services Page 5 of 9 City of National City and KREISBERG LAW FIRM, LLP stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the FIRM does not keep all insurance policies required by this Article 10 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the FIRM maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the FIRM. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Article 11. 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 12. 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 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, 2021 Agreement Legal Services Page 6 of 9 City of National City and KREISBERG LAW FIRM, LLP 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 Agency shall be addressed to: City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 cc: Assistant to the City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 and to: braulston@nationalcityca.gov twinney(anationalcityca.gov Notice to the FIRM shall be addressed to: Edward L. Kreisberg KREISBERG LAW FIRM, LLP 2225 Bayshore Road, Suite 200 Palo Alto, CA 94303 Email: eddie@kreisberg-law.com Nothing contained in this Agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 15. Administrative Provisions. A. Time of Essence. Time is of the essence for each provision of this Agreement. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Headings. Any captions to, or headings of, the sections or subseetions of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. California Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The venue for any legal action arising under 2021 Agreement Legal Services Page 7 of 9 City of National City and KREISBERG LAW FIRM, LLP this Agreement shall be in either state or federal court in the County of San Diego, State of California. E. Integrated Agreement. This Agreement including attachments and exhibits contains all of the agreements of the parties and all prior negotiations and agreements are merged in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the CITY and the FIRM. F. Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. G. Waiver. The failure of the CITY to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. H. 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. I. 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. J. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. K. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. 2021 Agreement Legal Services Page 8 of 9 City of National City and KREISBERG LAW FIRM, LLP CITY OF NATIONAL CIT By: Brad ulston, Cit nager APPROVED AS TI FORM: By: Charles E. Bell, Jr. City Attorney 2021 Agreement Legal Services Page 9 of 9 KREISBERG LAWgFIRM LLP By: C o1= M'� , Esq. Title: 'Iacjin{f-- City of National City and KREISBERG LAW FIRM, LLP Form W -9 rRe�� Octcner 201.31 Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ► Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. a. (.> u • L, Other tsee instructions) ► 5 address (number. street. and apt or suite no) See instructions. y 2225 E. Bayshore Road, Suite 200 6 ':,t,i. state. aid ZIP code Palo Atto CA 94303 7 List account numbers) here (optional) 1 Name 'as shown an your income tax return) Name is required on this line; do not leave this line b'anc Edward Louis Kreisberg 2 eJsiness name/disregarded entity name. if different from above Kreisberg_ Law Firm 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1 Check only one of the following seven boxes. O Individual/sole propnetor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trost/estate single -member LLC • United liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► P Note: Check the appropriate box in the Tine above for the tax classification of the single -member owner Do not check LLu. rt the LLC is classified as a single -member LLC tnat is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes Otherwise, a single -member LLC that is dsregarded from the owner should check the appropriate box tor the tax classification of its owner 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code Of any) Exemption from FATCA reporting code (if any) to accounts mrefriee wleee me U s l Requester's name and address (optional) Taxpayer Identification Number (TIN) 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 generally your social security number (SSN). However, for a resident alien, sole propnetor, or disregarded entity. see the instructions for Part I. later. For other entities. it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the Instructions for Tine 1. Also see What Name and Number To Grve the Requester for guidelines on whose number to enter Part II Certification Social security number 5 6 5 or 5 1 6 8 2 7 rEmployer identification number I _i IJ )der 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 subtract to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Sen.'ce IRSI 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 ^n onger sabiert to backup withholding; and 3. t am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you nave been notified oy 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 crust provide your correct TIN. See the Instructions for Part If, later Sign Signature et Here u s person ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity 1Forrn 1N-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer Identification number (TIN) which may be your social secunty number ISSN), individual taxpayer identification number ()TIN), adoption taxpayer identification number (ATIN), or employer identification number iEIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information retums nclude. but are not limited to, the following. • Form 1099-INT (interest earned or paid) Date ► 1ZI23Zo • Form 1099-DiV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes. awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Forrn 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage Interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A !acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. if you do not retum Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, !ater Cat. No. 10231X Form W-9 (Rev. 10-2018) • City of National City BUSINESS TAX CERTIFICATE "For Services Provided in National City, California Only" Business Name Business Location Business Owner(s) KREISBERG LAW FIRM 2225 E BAYSHORE RD STE 200 PALO ALTO, CA 94303-3220 EDWARD L. KREISBERG KREISBERG LAW FIRM 2225 E BAYSHORE RD STE 200 PALO ALTO, CA 94303-3220 THIS BUSINESS TAX CERTIFICATE DOES NOT PERMIT A BUSINESS THAT IS OTHFRWISF PRc uIRITFn Business Type Account Number Effective Date Expiration Date 2021 TO BE POSTED IN A CONSPICUOUS PLACE AND NOT TRANSFERABLE OR ASSIGNABLE Professional & Semi -Professional 09048773 March 01, 2021 December 31, 2021 City Manager NOTE: IT IS YOUR OBLIGATION TO RENEW THIS CERTIFICATE WHETHER OR NOT YOU RECEIVE A RENEWAL NOTICE For all inquiries regarding this certificate, contact HdL Business Tax Support Center at (619) 382-2596. KREISBERG LAW FIRM Thank you for your payment on your National City Business Tax Certificate. ALL CERTIFICATES MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business license, contact the Business Support Center via email at: NationalCity@HdLgov.com or by telephone at: (619) 382-2596 Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license. A fee may be charged for a replacement or duplicate certificate. This certificate does not entitle the holder to conduct business before complying with all requirements of the National City Municipal code and other applicable laws, nor to conduct business in a zone where conducting such business violates law. If you have a fixed place of business within the National City, please display the Business Tax Certificate below in a conspicuous place at he premises. Otherwise, every Business Tax Certificate holder not having a fixed place of business in the City shall keep the Business Tax Certificate upon his or her person, or affixed in plain view any cart, vehicle, van or other movable structure or device at all times if required by the Collector. Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender -based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications! BUSINESS TAX SUPPORT CENTER 8839 N CEDAR AVE #212 FRESNO, CA 93720-1832 KREISBERG LAW FIRM 2225 E BAYSHORE RD STE 200 PALO ALTO, CA 94303-3220 City of National City BUSINESS TAX CERTIFICATE Account Number: 09048773 Date of Issue: 03/01/2021 IMPORTANT NOTICE TO OUR POLICYHOLDERS ENCLOSED IS YOUR SPECTRUM POLICY FROM THE HARTFORD. WE ARE PROVIDING YOU WITH A COMPLETE SET OF POLICY FORMS, NOTICES AND BROCHURES. IN THE INTEREST OF PAPER CONSERVATION AND TO REDUCE EXPENSES, AT RENEWAL OF THIS POLICY WE WILL BE PROVIDING YOU ONLY WITH THOSE DOCUMENTS WHICH HAVE CHANGED FROM THOSE NOW BEING PROVIDED. YOU SHOULD RETAIN ALL OF THESE DOCUMENTS INDEFINITELY SO THAT YOU WILL HAVE A COMPLETE SET OF POLICY FORMS AT ALL TIMES FOR YOUR REFERENCE. IF YOU HAVE QUESTIONS, OR IF AT ANY TIME YOU NEED COPIES OF ANY OF THE FORMS LISTED ON YOUR POLICY, PLEASE CALL YOUR HARTFORD AGENT OR BROKER, OR THE OFFICE OF THE HARTFORD IDENTIFIED ON YOUR POLICY, AS APPROPRIATE. Form SS 83 13 01 97 Insurance Policy Billing Information Thank you for selecting The Hartford for your business insurance needs. Shortly, you will receive your first bill from us. You are receiving this Notice so you know what to expect as a valued customer of The Hartford. Should you have any questions after reviewing this information, please contact us at 866-467-8730, and we will be happy to assist you. o Your total policy premium will appear on your policy's Declarations Page. You will be billed based on the payment plan you selected. o You may pay the "minimum due" as it appears on your insurance bill or pay the policy balance in full. o An installment service fee is added to each installment. A late fee will also be applied if the "minimum due" is not received by the due date shown on your bill. Service and late payment fees do not apply in all states. o If you selected installment billing, any credit or additional premium due as the result of a change made to your policy, will be spread over the remaining billing installments. Additional premium due as a result of an audit will be billed in full on your next bill date following the completion of the audit. o If you elected Electronic Funds Transfer (EFT), policy changes may result in changes to the amount automatically withdrawn from your bank account. The invoice you receive following a policy change will include future withdrawal amounts. If you need to adjust or stop your next scheduled EFT withdrawal, please contact us at least 3 days prior to the scheduled withdrawal date at the telephone number shown below. o If you selected installment billing and pay the premiums for your first policy term on time, at renewal, your account may qualify for our "Equal Installment" feature. This means that the percentage due for each installment, including the initial renewal installment, will be the same throughout the policy term — helping you better manage cash flow. Equal installments will continue as long as you pay your premiums on time and no cancellation notices are issued for any policy on your account. If you no longer qualify for Equal Installments, future renewals will be billed based on the payment plan you selected, which includes a higher initial installment amount. o If your policy is eligible for renewal, your bill for the upcoming policy term will be sent to you approximately 30 days prior to your policy's renewal date. If your insurance needs change, please contact us at least 60 days prior to your renewal date so we can properly address any adjustments needed. o One bill convenience -- you have the option of combining all eligible Hartford policies on one single bill allowing you to make one payment for all policies on your account as payments are due. You're In Control In addition to selecting a bill plan option that best meets your budget, you have the flexibility to decide how your payments are made ... o Repetitive EFT: Sign up for Repetitive EFT payments and have payments automatically withdrawn from your bank account. This option saves you money by reducing the amount of the installment service fee. o Pay Online: Register at www.thehartford.com/servicecenter. Online Bill Pay is Quick, Easy and Secure! o Pay by Check: Send a check with your remittance stub in the envelope provided with your bill. o Pay by Phone: Call toll -free 1-866-467-8730. Should you have any questions about your bill, please call Customer Service toll -free number: 1-866-467-8730 - 7AM — 7PM CST. We look forward to being of service to you. Form 100722 11th Rev. Printed in U.S.A. IMPORTANT NOTICE TO POLICYHOLDERS THE HARTFORD CYBER CENTER WEBSITE ACCESS Thank you for choosing The Hartford for your business insurance needs. You are receiving this Notice because you purchased a business owner's policy from The Hartford, (your Policy was issued by The Hartford writing company identified on your policy Declarations page) which includes access to The Hartford Cyber Center. This portal was created because we recognize that businesses face a variety of cyber-related exposures and need help managing the related risks. These exposures include data breaches, computer virus attacks and cyber extortion threats. Through The Hartford Cyber Center, you have access to: o A panelof third party incident response service providers o Third party cybersecurity pre -incident service providers and a list of approved services to help protect your business -before a cyber-threat occurs o Risk management tools, including self -assessments, best practice guides, templates, sample incident response plans, and data breach cost calculators o White papers, blogs and webinars from leading privacy and security practitioners o Up-to-date cyber-related news and events, including examples of privacy and security related events Accessing The Hartford Cyber Center is easy 1. Visit www.thehartford.com/cybercenter 2. Enter policyholder information 3. Access code: 952689 4. Login to The Hartford Cyber Center This Notice does not amend or otherwise affect the provisions of your business owner's policy. Coverage Options: The Hartford offers a variety of endorsements to your business owner's policy that can help protect your business from a broad range of cyber-related threats. Please review your coverage with your insurance agent or broker to determine the most appropriate cyber coverages and limits for your business. Claims Reporting: If you have a claim, you can report it by calling The Hartford's toll -free claims line at 1-800-327-3636. Should you have any questions, please contact your insurance agent, broker or you may contact us directly. We appreciate your business and look forward to being of continued service to you. Please be aware that: o The Hartford Cyber Center is a proprietary web portal exclusively provided to customers of The Hartford. Please do not share the access code with anyone outside your organization. o Registration is required to access the Cyber Center. You may register as many users as necessary. o Contacting a service provider about any issue does not constitute providing The Hartford notice of a claim as required under your insurance policy. Read your insurance policy and discuss any questions with your agent or broker. The Hartford Cyber Center provides third . party service provider references and materials for educational purposes only. The Hartford does not specifically endorse any such service provider within The Hartford Cyber Center and hereby disclaims all liability with respect to use of or reliance on such service providers. All service providers are independent contractors and not agents of The Hartford. The Hartford does not warrant the performance of the service providers, even if such services are covered under your Business Owners Policy. We strongly encourage you to conduct your own assessments of the service providers' services and the fitness or adequacy of such services for your particular needs. Form SS 89 93 07 16 Page 1 of 1 © 2016, The Hartford Spectrum® Business Owner's Policy THE HARTFORD Form SS 00 01 0314 Page 1 of 1 THE HARTFORD PRODUCER COMPENSATION NOTICE You can review and obtain information on The Hartford's producer compensation practices at www.TheHartford.com or at 1-800-592-5717. Form G-3418-0 POLICY NUMBER: 57 SBM BN2383 THIS ENDORSEMENT IS ATTA RESPONSE TO THE DISCLOS DISCLOSURE PU IN C U HED TO AND MADE PART OF YOUR POLICY IN RE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. R SUANT TO TERRORISM RISK S U RAN CE ACT SCHEDULE Terrorism Premium: $7.00 A. Disclosure Of Premium In accordance with the federal Terrori m Risk Insurance Act, as amended (TRIA), we ar- required to provide you with a notice disclosing the portion of your premium, if any, attributable to cov-rage for "certified acts of terrorism" under TRIA. T e portion of your premium attributable to such co erage is shown in the Schedule of this endorsement B. The following definition is added with resp-ct to the provisions of this endorsement: 1. A "certified act of terrorism" means an -ct that is certified by the Secretary of the Treasury, in accordance with the provisions of TR A, to be an act of terrorism under TRIA. Th- criteria contained in TRIA for a "certifies act of terrorism" include the following: a. The act results in insured losses i excess of $5 million in the aggregate, attri•utable to all types of insurance subject to TR A; and b. The act results in damage within t e United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States missic c. The act is a violent act or an ac dangerous to human life, pro infrastructure and is committed individual or individuals as part of to coerce the civilian population Form SS 83 76 01 15 (Includes copyrighted material of n; and t that is �erty or by an an effort of the United States or to influence the policy or affect the conduct of the United States Govemment by coercion C. Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for a portion of insured losses, as indicated in the table below, attributable to "certified acts of terrorism" under TRIA that exceeds the applicable insurer deductible: Calendar Year Federal Share of Terrorism Losses 2015 85% 2016 84% 2017 83% 2018 82% 2019 81% 2020 or later 80% However, if aggregate industry insured losses under TRIA exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. The United States government has not charged any premium for their participation in covering terrorism losses. © 2015 , The Hartford the Insurance Services Office, Inc., with its permission.) Page 1 of 2 D. Cap On Insurer Liability for Terrorism Losses If aggregate industry insured losses attributable to "certified acts of terrorism" under TRIA exceed $100 billion in a calendar year and we have met, or will meet, our insurer deductible under TRIA, we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion. In such case, your coverage for terrorism losses may be reduced on a pro-rata basis in accordance with procedures established by the Treasury, based on its estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. E. Application of Other Exclusions The terms and limitations of any terrorism exclusion, the inapplicability or omission of a terrorism exclusion, or the inclusion of terrorism coverage, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form, Coverage Part or Policy. F. All other terms and conditions remain the same. Form SS 83 76 01 15 Page 2 of 2 83 23 BN SBM This Spectrum Policy consists of the Declarations, Coverage Forms, Common Policy Conditions and any other Forms and Endorsements issued to be a part of the Policy. This insurance is provided by the stock insurance company of The Hartford Insurance Group shown below. INSURER: SENTINEL INSURANCE COMPANY, LIMITED ONE HARTFORD PLAZA, HARTFORD, CT 06155 COMPANY CODE: A Policy Number: 57 SBM BN2383 SC SPECTRUM POLICY DECLARATIONS Named Insured and Mailing Address: THE KREISBERG LAW FIRM, LLC (No., Street, Town, State, Zip Code) 2225 E BAYSHORE RD STE 200 PALO ALTO CAr 94303 THE HARTFORD Policy Period: From 01/08/21 To 01/08/22 365 DAYS 12:01 a.m., Standard time at your mailing address shown above. Exception: 12 noon in New Hampshire. Name of Agent/Broker: JAFFE SCHLOSSBERG INC Code: 555459 Previous Policy Number: NEW Named Insured is: LIMITED LIAB CORP Audit Period: NON-AUDITABLE Type of Property Coverage: NONE Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in'this policy. TOTAL ANNUAL PREMIUM IS: $500 MP Countersigned by Authorized Representative 01/08/21 Date Form SS 00 02 12 06 Page 001 (CONTINUED ON NEXT PAGE) Process Date: 01/08/21 Policy Expiration Date: 01/08/22 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBM BN2383 Location(s), Building(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location: 001 Building: o01 2225 E BAYSHORE RD STE 200 PALO ALTO CA 94303 Description of Business: LAWYERS & LAW FIRMS Deductible: NO COVERAGE BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE BUILDING NO COVERAGE BUSINESS PERSONAL PROPERTY REPLACEMENT COST NO COVERAGE PERSONAL PROPERTY OF OTHERS REPLACEMENT COST NO COVERAGE MONEY AND SECURITIES INSIDE THE PREMISES NO COVERAGE OUTSIDE THE PREMISES NO COVERAGE Form SS 00 02 12 06 Page 002 (CONTINUED ON NEXT PAGE) Process Date: 01/08/21 Policy Expiration Date:, 01/08/22 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBM BN2383 BUSINESS LIABILITY LIMITS OF INSURANCE LIABILITY AND MEDICAL EXPENSES $1, 000, 000 MEDICAL EXPENSES -ANY ONE PERSON $ 10,000 PERSONAL AND ADVERTISING INJURY $1, 000, 000 DAMAGES TO PREMISES RENTED TO YOU $1, 000, 000 ANY ONE PREMISES AGGREGATE LIMITS PRODUCTS -COMPLETED OPERATIONS $2,000,000 GENERAL AGGREGATE $2, 000, 000 BUSINESS LIABILITY OPTIONAL COVERAGES HIRED/NON-OWNED AUTO LIABILITY $1,000,000 UNMANNED AIRCRAFT LIABILITY IS EXCLUDED SEE FORM: SS 42 06 Form SS 00 02 12 06 Page 003 (CONTINUED ON NEXT PAGE) Process Date: 01/08/21 Policy Expiration Date: 01/08/22 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBM BN2383 Form Numbers of Forms and Endorsements that apply: SS 00 01 03 14 SS 00 60 09 15 SS 04 38 09 09 SS 50 19 01 15 SS 89 93 07 16 SS 00 05 10 08 SS 00 64 09 16 SS 41 63 06 11 IH 99 40 04 09 SS 00 08 04 05 SS 01 21 02 20 SS 05 47 09 15 IH 99 41 04 09 Form SS 00 02 12 06 Page 004 Process Date: 01/08/21 SS 00 45 12 06 SS 42 06 03 17 SS 50 38 10 03 SS 83 76 01 15 Policy Expiration Date: 01/08/22 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBM BN2383 SUPPLEMENTAL DECLARATIONS: A service fee of $ 7.00 is charged for each installment when your premium is paid in installments. The service fee is $ 5.00 per withdrawal when you select an electronic fund transfer payment plan. The service fee will be added to the premium amount shown on your premium billing statement. Form SS 00 4512 06 Process Date: 01/08/21 Policy Expiration Date: 01/08/22 Form SS 00 05 10 08 COMMON POLICY CONDITIONS © 2008, The Hartford QUICK REFERENCE - SPECTRUM POLICY DECLARATIONS and COMMON POLICY CONDITIONS I. DECLARATIONS Named Insured and Mailing Address Policy Period Description and Business Location Coverages and Limits of Insurance II. COMMON POLICY CONDITIONS Beginning on Page A. Cancellation 1 B. Changes 1 C. Concealment, Misrepresentation Or Fraud 2 D. Examination Of Your Books And Records 2 E. Inspections And Surveys 2 F. Insurance Under Two Or More Coverages 2 G. Liberalization 2 H. Other Insurance - Property Coverage 2 1. Premiums 2 J. Transfer Of Rights Of Recovery Against Others To Us 2 K. Transfer Of Your Rights And Duties Under This Policy 3 L. Premium Audit 3 Form SS 00 0510 08 COMMON POLICY CONDITIONS All coverages of this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 5 days before the effective date of cancellation if any 'one of the following conditions exists at any building that is Covered Property in this policy: (1) The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a) Seasonal unoccupancy; or (b) Buildings in' the course of construction, renovation or addition. Buildings with 65% or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2) After damage by a Covered Cause of Loss, permanent repairs to the building: (a) Have not started; and (b) Have not been contracted for, within 30 days of initial payment of loss. The building has: (a) An outstanding order to vacate; (b) An outstanding demolition order; (3) or (c) Been declared unsafe by governmental authority. (4) Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. Form SS 00 0510 08 (5) Failure to: (a) Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or (b) Pay property taxes that are owing and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment; of such taxes. b. 10 days before the effective date of cancellation if we cancel for nonpayment of premium. c. 30 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is canceled, we will send the first Named Insured any premium refund due. Such refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes This policy contains all the agreements between you and us conceming the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. © 2008, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) Page 1 of 3 COMMON POLICY CONDITIONS C. Concealment, Misrepresentation Or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact conceming: 1. This policy; 2. The Covered Property; 3. Your interest in the Covered Property; or 4. A claim under this policy. D. Examination Of Your Books And Records We may examine and audit your books and records as they relate to the policy at any time during the policy period and up to three years afterward. E. Inspections And Surveys 1. We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. Any inspections, surveys, reports or recommendations will relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of any person. We do not represent or warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations on our behalf. F. Insurance Under Two Or More Coverages If two or more of this policy's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to, or at any time during, the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance - Property Coverage If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Insurance. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. If applicable, on each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with Paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Changes in exposures or changes in your business operation, acquisition or use of locations that are not shown in the Declarations may occur during the policy period. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Transfer Of Rights Of Recovery Against Others To Us Applicable to Property Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 1. Prior to a loss to your Covered Property; or 2. After a loss to your Covered Property only if, at time of loss, that party is one of the following: Page 2 of 3 Form SS 00 0510 08 COMMON POLICY CONDITIONS a. Someone insured by this insurance; b. A business firm: (1) Owned or controlled by you; or (2) That owns or controls you; or c. Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. K. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. L. Premium Audit a. We will compute all premiums for this policy in accordance with our rules and rates. b. The premium amount shown in the Declarations is a deposit premium only. At the close ofeach audit period we will compute the earned premium for that period. Any. additional premium found to be dye as a result of the audit are due and payable on notice to the first Named Insured. If the deposit premium paid for the policy term is greater than the earned premium, we will return the. excess to the first Named Insured. c. The .first Named Insured must maintain all records related to the coverage provided by this policy and necessary to finalize the premium audit, and send us copies of the same upon our request. Our President and Secretary have signed this policy. Where required by law, the Declarations page has also been countersigned by our duly authorized representative. Lisa Levin, Secretary Douglas Elliot, President Form SS 00 05 10 08 Page 3 of 3 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those. damages. However, we will have_ no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (1) (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To ,"personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, Toss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES (3) Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. (3) b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend:, (3) (1) (2) (3) All expenses we incur. Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. (7) Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (3) (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (I) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The fumishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or famishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (3) (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract, reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (I) (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out. of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (II) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain,treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. (e) Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g• Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily, injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (3) (5) (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: J. War, including undeclared or civil war; Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by govemmental authority in hindering or defending against any of these. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render - any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; Any health or therapeutic service treatment, advice or instruction; Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical • or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (1). (2) (3) (3) (5) (6) Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) (4) Personal property in the care, custody or control of the insured; That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. (5) Property loaned to you; Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. • Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance ,with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such , product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (5) (c) Title of any literary or artistic work; (8) Arising out of an offense committed by ,an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement' or other content on your web site; (9) Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM q• (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. Electronic Data Damages arising out of the loss of, Toss of use of, damage to, corruption of, inability to access; or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard'; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. (3) Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured.. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. g• e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this. insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named -insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the :conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising, out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is . an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) (g) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with- respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your actsor omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injuryarising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i) Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, architectural activities. inspection, or engineering The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is availableto an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to . the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily "injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3.• Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is •the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of .all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these... 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 1.4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive. annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of Tess than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of. determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured (3) You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation, settlement. of the claim or defense against the "suit"; and (4). Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, .without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that 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. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. (3) Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the ,policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured .motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We,will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but: we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and. b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy • By accepting this policy, you agree: (1) The statements in the Declarations are'accurate and -complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance , is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. (3). (5) Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (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 hasa 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. (7) 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 permits 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 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 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO' IS AN INSURED' under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, .in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or . b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured. - Designated Person Or Organization; but only with respect to , liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b: With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners .Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an •additional insured the' person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured — Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. (g) Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — . Scheduled Person ,Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in•whole or in .part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability. And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or - "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. b. c. (3) Stored as or on; Created or used on; or Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar goveming document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It. incorporates "your product' or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or' license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an. architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobilityy to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road ' maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry, pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; (1) (3) Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person.. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. g• Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading _ or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" .means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS LIABILITY COVERAGE FORM AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. Sub -subparagraphs 1.p. (7), (8), (15) of Paragraph 2., of Section B. Exclusions are deleted and replaced with the following: p. Personal and Advertising Injury: (7) (a) Arising out of any actual or alleged infringement or violation of any intellectual property right, such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity; or (b) Any injury or damage alleged in any claim or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (15) Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. B. Subparagraph 1.r. of Section B. Exclusions is deleted and replaced with the following: r. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment — related practices"; or Form SS 00 60 0915 Page 1 of 2 (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (a) Whether the injury -causing event described in the definition of "employment -related practices" occurs beforeemployment, during employment or after employment of that person; (b) Whether the insured may be liable as an employer or in any other capacity; and (c) To any obligation to share damages with or repay someone else who must pay damages because of the injury. C. Subparagraph 1.q. "Electronic Data" of Section B. Exclusions is deleted and replaced with the following: q. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability (1) Damages, other than damages because of "personal and advertising injury", arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of electronic data, . means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. D. Sub -subparagraph 7.b.(1) Other Insurance of Section E. Liability and Medical Expenses General Conditions is deleted and replaced with the following: b. Excess Insurance (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Wrap Up Insurance or similar coverage for "your work". E. Subparagraph 17. c. "Personal and Advertising Injury" of Section G, Liability and Medical Expenses Definitions is deleted and replaced with the following: "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: c. The wrongful eviction from, wrongful entry into, or . invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; F. Subparagraph 17.h. of Section G, Liability and Medical Expenses Definitions deleted. Page 2 of 2 Form SS 00 60 09 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS LIABILITY COVERAGE FORM AMENDATORY ENDORSEMENT - SUPPLEMENTARY PAYMENTS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. Sub -subparagraph 3.a.(5) of Paragraph 3., Section A. Coverages is deleted and replaced with the following: 3. Coverage Extension - Supplementary Payments: a. (5) All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. Form SS 00 64 0916 Page 1 of 1 © 2016, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES This endorsement modifies insurance provided under the following: . COMMON POLICY CONDITIONS SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM A: Paragraphs 2. and 3. of the Cancellation Common Policy Condition are replaced by the following: 2. All Policies in Effect for 60 Days Or Less: If, this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured at the mailing address shown in the policy and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we . cancel for any other reason. 3. All Policies in Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following, or as permitted under applicable California law: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering thesame risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or Form SS 01 21 02 20 (3) (b) You or yourrepresentative in pursuing a claim under this policy. A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the ' risks insured against. Failure by you or your representative to implement reasonable Toss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: i. Place us in violation of California law or the laws of the state where we are domiciled; or ii. Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. Page 1 of 5 (5) © 2019, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy,. and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud, or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in paragraph 3.a. B. The following provision is added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if .such coverage is written under this policy: a. If such coverage has been in effect for 60 days or Tess,and is not a renewal of coverage we previously issued, we ' may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included and earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage under the Special Property Coverage Form, which excludes loss or damage caused by or resulting from corrosive soil conditions. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not cancel this policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wild fire has occurred. However, we may cancel: a. When you have not paid the premium, at any time by letting you know at least 10 days before the date cancellation takes effect; b. If willful or grossly negligent acts or omissions by the named insured, or his or her representatives, are discovered that materially increase any of the risks insured against; or c. If there are physical changes in the property insured against, beyond the catastrophe- damaged condition of the structures and surface landscape, which -result in the property becoming uninsur- able. C. The following is added and supersedes any provisions to the contrary: NONRENEWAL 1. Subject to the provisions of paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice stating the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record, at least 60 days but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under this policy. • a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below: b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an • offer of earthquake coverage. However, the following applies only to insurers who are. associated participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: Page 2 of 5 Form SS 01 21 02 20 (1) (?) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved, rating plan and related documents filed with the Department of Insurance as required by existing law; The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority that included an earthquake policy premium surcharge. d. We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (d) applies only if coverage is subject to the Special Property Coverage Form, which excludes loss or damage caused by or resulting from corrosive soil conditions. If a state of emergency under Califomia Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not nonrenew this policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However, we may nonrenew: (1) If willful or grossly negligent acts or omissions by the named insured, or his or her representatives, are discovered that materially increase any of the risk insured against. (2) If losses unrelated to the post disaster loss condition of the property have occurred that would collectively render the risk ineligible for renewal; or If there are physical changes in the property insured against, beyond the catastrophe -damaged condition of the structures and surface landscape, which result in the property becoming uninsurable. 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions, or rates, is between us and a member of our insurance group. b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with paragraph C.1. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is fora period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the time frames shown in paragraph C.1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. If there is an appraisal, we will still retain our right to deny the claim. . (3) Form SS 01 21 02 20 Page 3 of 5 D. The Concealment, Misrepresentation Or Fraud Condition is replaced by the following with respect to loss of damage caused by fire: We do not provide coverage to the insured who, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: 1'. This Coverage Part; 2. The Covered Property; 3. That insured's interest in the Covered Property; or 4. A claim under this Coverage Part or Coverage Form. E. The Concealment, Misrepresentation Or Fraud Condition is replaced by the following with respect to loss of damage caused by a Covered Cause of Loss other than fire: This Coverage Part is void if any insured, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: 1. This Coverage Part; 2. The Covered Property; 3. That insured's interest in the Covered Property; or 4. A claim under this Coverage Part or Coverage Form. F. The Other Insurance - Property Coverage Condition is replaced by the following: If there is other insurance covering the same loss or damage, we will pay our share of the covered loss or damage. Our share is the proportion that the applicable limit of insurance bears to the limits of insurance of all insurance covering on same basis. G. Paragraph E.2., Appraisal of the Standard and Special Property Form is deleted and replaced by the following: 2. If we and you disagree on the value of the property orthe amount of loss, either may make written request for an appraisal of the loss. If the request is accepted, each party will select a competent and impartial appraiser. Each party shall notify the other of the appraiser selected within 20 days of the request. The two appraisers will select an umpire. If they cannot agree within 15 days, either may request that selection be made by a judge of a court having jurisdiction. The appraisers will state separately the value of the property and amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. H. With respect to an "Open Policy", the Loss Payment Condition of the Standard and Special Property Form is amended by the following: 1. The following changes are made to Section E. PROPERTY LOSS CONDITIONS: a. Paragraph 5.d.(1)(b) of the Loss Payment condition is deleted and replaced by: (b) We will not pay on a replacement cost basis for any Toss or damage until the lost or damaged property is actually repaired or replaced, and then only subject to deduction for depreciation. Prior to such repair or replacement, and in accordance with the terms applicable in this Paragraph 5., Loss Payment, we will pay the actual cash value of the lost or damaged property as described in Paragraph 2. below. If the actual cash value does not exhaust the applicable Limit of Insurance, we will then pay the difference between the actual cash value and the replacement cost, provided that the repair or replacement is completed: (i) Within 12 months after our payment of the actual cash value; or (ii) Within 36 months after our payment of the actual cash value if the loss or damage relates to a state of emergency under Califomia Law. The following provision applies to real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage . on tenants' household personal property in a residential unit. If you, acting in good faith and with reasonable diligence, encounter a delay or delays in approval for, or reconstruction of, the residence that are beyond your control, we shall provide one or more additional extensions of six months for good cause. Circumstances beyond your control include, but are not limited to: (i) Unavoidable construction permit delays; (ii) The lack of necessary construction materials; or Page 4 of 5 Form SS 01 21 02 20 (iii) The unavailability of contractors to perform the necessary work. The foregoing provisions do not constitute a waiver of our right to deny the claim for any valid reason or to restrict payment in cases of suspected fraud. 2. The following provision is added: Provision Applicable to California Actual cash value is determined as follows: a. In the event of a partial or total loss to a building or structure, actual cash value is calculated as shown below, whichever is less: (1) The amount it would cost to repair, rebuild or replace the property less a fair and reasonable deduction for physical depreciation of the components of the building or structure that are normally subject to repair or replacement during its useful life. Physical .depreciation is based upon the condition of the property at the time of the loss; or (2) The- limit of Insurance applicable to the property. b. In the event of a partial or total loss to Covered Property other than a building or structure, actual cash value is calculated as the lesser of the following: (1) The amount it would cost to repair or replace the property less a fair and reasonable deduction for physical depreciation, based on the condition of the property at the time of Toss; or (2) The Limit of Insurance applicable to the property. I. With respect to this endorsement, the following definition is added to Section G. PROPERTY DEFINITIONS: "Open Policy" means a policy under which the value of Covered Property is not fixed at policy inception, but is determined at the time of loss in accordance with policy provisions on valuation. The term "open policy" does not apply to Covered Property that is subject to an Agreed Value clause or similar clause that establishes an agreed value prior to Toss, unless such clause has expired. Form SS 01 21 02 20 Page 5 of 5 POLICY NUMBER: 57 SBM BN2383 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. UNMANNED AIRCRAFT - LIABILITY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE I I Option 1: If an "X" is shown in this box, Bodily Injury and Property Damage coverage for Unmanned Aircraft applies and the Unmanned Aircraft Exclusion in Paragraph A.1.g.(1) of this endorsement does not apply. I I Option 2: If an "X" is shown in this box, Personal And Advertising Injury coverage for Unmanned Aircraft I applies and the Unmanned Aircraft - Personal And Advertising Injury Exclusion in Paragraph A.2. of this endorsement does not apply. Except as otherwise stated in this endorsement or the schedule above, the terms and conditions of the policy apply to the insurance stated below. A. The following changes are made to Section B.1., EXCLUSIONS: 1. Paragraph g., Aircraft, Auto or Watercraft, is deleted and replaced with the following: g• Aircraft, Auto or Watercraft (1) Unmanned Aircraft' "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Paragraph g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Paragraph g.(2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. Paragraph g. (2) does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 51 feet long; and (ii) Not being used to carry persons for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; Form SS 42 06 0317 Page 1 of 2 Process Date: 01/08/21 Policy Expiration Date: 01/08/22 (e) "Bodily injury" or "property ddamage" arising out of the operation of any of the equipment listed .in Section G Liability and Medical Expenses Definitions, Paragraph 15 f. (2) or f. (3) of the definition of "mobile equipment"; or An aircraft (other than unmanned aircraft) that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. 2. The following is added to Section B. EXCLUSIONS Paragraph p., Personal and Advertising Injury: Unmanned Aircraft - Personal and Advertising Injury Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading, or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the offense which caused the "personal and advertising injury" involved the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to: (a) Infringement, in your "advertisement", of: (i) Copyright; (ii) Slogan; or (iii) Title of any literary or artistic work; or (b) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". (f) B. The following changes apply to Section G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1. The following definition is added: "Unmanned aircraft" means an aircraft that is not: a. Designed; b. Manufactured; or c. Modified after manufacture to be controlled directly by a person from within or on the aircraft. Page2of2 Form SS 42 06 03 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON -OWNED AUTO This endorsement- modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This coverage is subject to all provisions in the BUSINESS LIABILITY COVERAGE FORM not expressly modified herein: A. Amended Coverage: Coverage isextended to "bodily injury" and "property damage" arising out of the use of a "hired auto" and "non -owned auto". B. Paragraph B. EXCLUSIONS is amended as follows: 1. Exclusion g. Aircraft, Auto or Watercraft does. not apply to a "hired auto" or a "non -owned auto". 2. Exclusion e. Employers Liability does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". 3. Exclusion f. Pollution is replaced by the following: "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from, the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto". b. Before the "pollutants" or any property in which the "pollutants" are contained are Form SS 04 38 09 09 moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive, or dispose of such "pollutants"; and (2) The "bodily injury" and "property damage" does not arise out of the operation of any equipment listed in paragraphs 15.b. and 15.c. of the definition of "mobile equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and © 2009, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission) Page 1 of 3 (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage as a result of the maintenance or use of a covered "auto". 4. With respect to this coverage, the following additional exclusions apply: a. Fellow employee Coverage does not apply to "bodily injury" to any fellow "employee" of the "insured" arising out of the operation of an "auto" owned by the "insured" in the course of the fellow "employee's" employment. b. Care, custody or control Coverage does not apply to "property damage" involving property owned or transported by the "insured" or in the "insured's" care, custody or control. C. With respect to "hired auto" and "non -owned auto" coverage, Paragraph C. WHO IS AN INSURED is deleted and replaced by the following: The following are "insureds": a. You. b. Your "employee" while using with your permission: (1) An "auto" you hire or borrow; or (2) An "auto" you don't own, hire or borrow in your business or personal affairs; or (3) An "auto" hired or rented by your "employee" on your behalf and at your direction. c. Anyone else while using a "hired auto" or "non - owned auto" with your permission except: (1) The owner or anyone else from whom you hire or borrow an "auto". (2) Someone using an auto while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (3) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from an "auto". (4) A partner (if you are a partnership), or a member (if you are a limited liability company) for an "auto" owned by him or her or a member of his or her household. d. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. D. With respect to the operation of a "hired auto" and "non -owned auto", the following additional conditions apply: 1. OTHER INSURANCE a. Except for any liability assumed under an "insured contract" the insurance provided by this Coverage Form is excess over any other collectible insurance. However, if your business is the selling, servicing, repairing, parking or storage of "autos", the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer's "auto" by you or your "employee". b. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 2. TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US If the Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us apply to the same "accident", the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. E. The following definitions are added: G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1. "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any auto you lease, hire, rent or borrow from any of your "employees", your partners (if you are a partnership), members (if you are a limited liability company), Page 2 of 3 Form SS 04 38 09 09 or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2. "Non -owned auto " means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes: a. "Autos" owned by your "employees" your partners (if you are a. partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b. Customer's "auto" that is in your care, custody or control for service. Form SS 04 38 09 09 Page 3 of 3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - DEFINITION OF INSURED CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Paragraph f. of the definition of "insured contract" in the Liability And Medical Expenses Definitions Section is replaced by the following: f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage -arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. Form SS 41 63 0611 © 2011, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION NUCLEAR ENERGY LIABILITY 1. This insurance does not apply: a. To any injury or damage: (1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which: (a) Any person or organization is required _to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (b) The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Under any Medical Payments or Medical Expenses Coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. c. To any injury or damage resulting from the "hazardous properties" of "nuclear material"; if: (1) The "nuclear material": (a) Is at any "nuclear facility" owned by, or operated by or on behalf of, an insured; or (b) Has been discharged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (3) The injury or damage arises out of the furnishing by any insured of any "technology services" in connection with the planning, construction, maintenance, operation or use of any "nuclear facility"; or (4) The injury or damage arises out of the fumishing by an insured of services, materials, parts or equipment in connection with the planning, • construction, maintenance, operation or use of any "nuclear facility"; but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (4) applies only to "property damage" to such "nuclear facility" and any property thereat. 2. As used in this exclusion: a. "Byproduct material", "source material" and "special nuclear material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. b. "Computer system and network" means: Leased or owned computer hardware including mobile, networked, and data storage computing equipment; (2) Owned or licensed software; (3) Owned websites; (4) Leased or owned wireless input and output devices; and Electronic backup facilities and data storage repositories employed in conjunction with items 1 through 4 above. c. "Hazardous properties" include radioactive, toxic or explosive properties. d. "Nuclearr facility" means: (1) Any "nuclear reactor"; (2) Any equipment or device designed or used for: (a) Separating the isotopes of uranium or plutonium; (b) Processing or utilizing "spent fuel"; or (c) Handling, processing or packaging "waste", (1) (5) Form SS 05 47 0915 Page 1 of 2 © 2015, The Hartford (3) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. e. "Nuclear material" means "byproduct material", "source material" or "special nuclear material". "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. Injury or damage and "property damage" include all forms of radioactive contamination of property. h. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor". I. "Technology services" means: 1. the following services performed for others: a. Consulting, analysis, design, installation; training, maintenance, support and repair of or on: software, wireless applications, firmware, shareware, networks, systems, hardware, devices or components; g• b. Integration of systems; c. Processing of, management of, mining or warehousing of data; d. Administration, management, operation or hosting of: another party's systems, technology or computer facilities; e. Website development; website hosting; f. Internet access services; intranet, extranet or electronic information connectivity services; software application connectivity services; g. Manufacture, sale, licensing, distribution, or marketing of: software, wireless applications, firmware, shareware, networks, systems, hardware, devices or components; h. Design and development of: code, software or programming; 1. Providing software application: services, rental or leasing; Screening, selection, recruitment or placement of candidates for temporary or permanent employment by others as information technology professionals; k. "Telecommunication services"; and I. "Telecommunication products". 2. web -related software and connectivity services performed for others; and 3. activities on the "named insured's" "computer system and network". j• Page 2 of 2 Form SS 05 47 0915 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED EXCLUSION - PERSONAL AND ADVERTISING INJURY - LAWYERS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. Exclusion 1.j. Professional Services of Section B. Exclusions is changed to replace 1.j.(1) with the following: j.(1) Accounting or advertising services; B. The following is added to Exclusion p. "Personal and Advertising Injury" of Section B. Exclusions: This insurance does not apply to "personal and advertising injury" arising out of the rendering of or failure to render professional services as a lawyer. Form SS 50 38 10 03 Page 1 of 1 © 2003, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: . BUSINESS LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM UMBRELLA LIABILTY PROVISIONS A. Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for a portion of such insured losses, as indicated in the table below that exceeds the applicable insurer deductible: Calendar Year Federal Share of Terrorism Losses 2015 85% 2016 84%' 2017 83% 2018 82% 2019 81% 2020 or later 80% However, if aggregate industry insured losses, attributable to "certified acts of terrorism" under the federal Terrorism Risk Insurance Act, as amended (TRIA), exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. The United States government has not charged any premium for their participation in covering terrorism losses. B. Cap On Insurer Liability for Terrorism Losses A "certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of federal Terrorism Risk Insurance Act, to be an act of terrorism under TRIA. The criteria contained in TRIA for a "certified act of terrorism" include the following: 1. The act results in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and Form SS 5019 01 15 2. The act results in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and 3. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals acting as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. If aggregate industry insured losses attributable to "certified acts of terrorism" under TRIA exceed $100 billion in a calendar year, and we have met, or will meet, our insurer deductible under TRIA, we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion. In such case, your coverage for terrorism losses may be reduced on a, pro-rata basis in accordance with procedures established by the Treasury, based on its estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. C. Application Of Exclusions The terms and limitations of any terrorism exclusion, the inapplicability or omission of a terrorism exclusion, or the inclusion of terrorism coverage, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form or Policy, such as losses excluded by the Pollution Exclusion, Nuclear Hazard Exclusion and the War And Military Action Exclusion. © 2015, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) Page 1 of 1 THE HARTFORD U.S. DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the United States. Please read this Notice carefully. The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the United States. OFAC acts under Presidential national emergency powers, as well as authority granted by specific legislation, to impose controls on transactions and freeze assets under U.S. jurisdiction. OFAC publishes a list of individuals and companies owned or controlled by, or acting for or on behalf of, targeted countries. It also lists individuals, groups, and entities, such as terrorists and narcotics traffickers designated under programs that are not country -specific. Collectively, such individuals and companies are called "Specially Designated Nationals and Blocked Persons" or "SDNs". Their assets are blocked and U.S. persons are generally prohibited from dealing with them. This list can be located on OFAC's web site at - http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is an SDN, as identified by OFAC, the policy is a blocked contract and all dealings with it must involve OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Form IH 99 40 04 09 Page 1 of 1 THE HARTFORD Named Insured: THE KREISBERG LAW FIRM, LLC Policy Number: 57 SBM BN2383 Effective Date: 01/08/21 Expiration Date: 01/08/22 Company Name: SENTINEL INSURANCE COMPANY, LIMITED THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRADE OR ECONOMIC SANCTIONS ENDORSEMENT This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. All other terms and conditions remain unchanged. Form IH 99 41 04 09 Page 1 of 1 t'A Arch Insurance Group ARCH INSURANCE COMPANY A Missouri Corporation ADMINISTRATIVE OFFICE HOME OFFICE One Liberty Plaza 2345 Grand Blvd, Suite 900 53rd Floor Kansas City, MO 64108 New York, NY 10006 Tel: 800-817-3252 LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY THIS IS A CLAIMS -MADE AND REPORTED POLICY. PLEASE REVIEW YOUR POLICY CAREFULLY. THE POLICY IS LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD UNLESS AND TO THE EXTENT THAT AN EXTENDED REPORTING PERIOD OPTION APPLIES. DECLARATIONS Policy Number: 11LPL20149500 Item 1 Named Insured and Address Item 2. Kreisberg Law Firm Suite 200 2225 East Bayshore Road Palo Alto. CA 94303 Item 3. Policy Period From To 12:01 A.M. Standard Time at the address 1/1/2021 1/1/2022 of the Named Insured as stated herein. Item 4. Limit Liability $ 2,000,000 Each Claim $ 4,000,000 Aggregate a. Claims expenses are included within the Limit of Liability. Item 5. Deductible $ 10,000 Per Claim Renewal of: Producer Name Mercer Health & Benefits Insurance Services LLC PO Box 310386 Des Moines, IA 50331-0386 The deductible amount specified above applies to both damages and claim expenses. Item 6. Premium $ 4.406.00 Amount No. of Lawyers 1 Item 7. Forms Attached at Issue 05 ML 0002 00 1214 AIC Signature Page 05 LPL0002 05 04 17 Policy Form 00 LPL0175 00 04 17 Network Security Endorsement No Charge 00 LPL 00034 00 0506 Prior Acts 00 ML 0065 00 0607 OFAC By acceptance of this policy the Insured agrees that the statements in the Declarations and the Application and any attachments hereto are the Insured's agreements and representations and that this policy embodies all the agreements existing between the Insured and the Company or any of its representatives relating to this insurance. Do Not Write In This Box 05 LPLD0090 00 12 03 Remarks Countersigned At Issue Date Des Moines 12/22/2020 Authorized Representative 12/22/2020 Countersign Date Page 1 of 1 Arch Insurance California Signature Page IN WITNESS WHEREOF, Arch Insurance Company has caused this policy to be executed and attested. John Mentz President 05 ML0002 00 12 14 Regan Shulman Secretary Page 1 of 1 LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY NOTICE: THIS IS A CLAIMS -MADE AND REPORTED POLICY. PLEASE REVIEW THE POLICY CAREFULLY.THE POLICY IS LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD UNLESS AND TO THE EXTENT THAT AN EXTENDED REPORTING PERIOD OPTION APPLIES. ARCH INSURANCE COMPANY (a stock insurance company, herein called the Company) agrees with all Insureds, in consideration of the payment of the premium, and in reliance upon the statements in the Declarations and subject to the limit of liability, exclusions, conditions and other terms of this policy, as follows: INSURING AGREEMENTS I. COVERAGE The Company will pay on behalf of the Insured all sums which the Insured shall become legally obligated to pay as Damages for Claims first made against the Insured and reported to the Company during the Policy Period or Extended Reporting Period, as applicable, arising out of any negligent act, error, omission or Personal Injury in the rendering of or failure to render Professional Services for others by an Insured covered under this policy. Provided always that such Professional Services or Personal Injury happen: A. during the Policy Period; or B. prior to the Policy Period provided that prior to the effective date of the first Lawyers Professional Liability Insurance Policy issued by this Company to the Named Insured or Predecessor in Business, and continuously renewed and maintained in effect to the inception of this policy period: 1. the Insured did not give notice to any prior insurer of any such act, error, omission or Personal Injury; and 2. the Named Insured, any partner, shareholder, employee, or where appropriate the Named Insured's management committee or any member thereof, had no reasonable basis to believe that the Insured had breached a professional duty or to Reasonably Foresee that a Claim would be made against the Insured; and 3. there is no prior policy or policies which provide insurance (including any Automatic or Optional Extended Reporting Period or similar provision) of such policies for such Claim, unless the available limits of liability of such prior policy or policies are insufficient to pay any Claim, in which event this policy will be Specific Excess over any such prior coverage, subject to this policy's terms, limits of liability, exclusions and conditions. The Company shall have the right and duty to defend any suit against the Insured seeking Damages to which this insurance applies even if any of the allegations of the suit are groundless, false or fraudulent. The Company, at its option, shall select and assign defense counsel; however, the Insured may engage additional counsel, solely at their expense, to associate in their defense of any Claim covered hereunder. The Company shall also have the right to investigate any Claim and/or negotiate the settlement thereof, as it deems expedient, but the Company shall not commit the Insured to any settlement without their consent. If the Insured refuses to consent to any settlement recommended by the Company and elects to 05 LPL0002 05 04 17 Page 1 of 15 contest the Claim or continue any legal proceedings in connection with such Claim, then the liability of the Company for Damages and Claim Expenses shall not exceed the amount for which the Claim could have been settled, as well as the Claim Expenses incurred by the Company, or with the Company's consent, up to the date of such refusal. Furthermore, the Insured shall not assume any obligations, incur any costs, charges, or expenses or enter into any settlement without the Company's consent. In the event: A. Item 4.a. of the Declarations is applicable to this policy, Claim Expenses shall be part of, and not in addition to, the Limits of Liability specified in Item 4 of the Declarations; B. Item 4.b. of the Declarations is applicable to this policy, Claim Expenses shall be in addition to the Limits of LiabilitY specified in Item 4 of the Declarations. In no event shall the Company be obligated to pay Damages or Claim Expenses or to defend, or continue to defend, any suit after the applicable limit of the Company's liability has been exhausted by payments of judgments, settlements, Damages or Claim Expenses, as applicable. II. PERSONS INS RED Each of the following is an Insured under this policy to the extent set forth below: A. The entity or person named in Item 1 of the Declarations as the Named Insured; B. Any Predecessor in Business or Successor in Business; C. Any past specified the scope partners, officers, directors, stockholders or employees of any person or entity n item A. or B. above (except as provided in I. below), but only while acting within of their duties on behalf of such person or entity; D. Any current partner, director, stockholder or employed lawyer of any person or entity specified in item A. or B. above; E Any current non -lawyer employee of any person or entity specified in item A. or B. above, but only ukihile acting within the scope of their duties on behalf of any such person or entity; F. Any non-affiliated legal firm, including their partners, officers, directors, or employees, but solely for Professional Services performed within the scope of their contract with, and on behalf of, the Named Insured, Predecessor in Business or Successor in Business; G. Any legal representative, if the Insured becomes incompetent, insolvent, bankrupt or dies; H. Any lawyer acting as "of Counsel" or on a contracted basis but only while performing Professional Services on behalf of any person or entity specified in sections A., B., C. or D. above. Any past partner, officer, director, stockholder, or employed lawyer of any person or entity specified n Item A. or B. above who retires from the private practice of law, while employed by the Named Insured, but only for Professional Services rendered prior to the date of retirement. III. LIMIT OF LIABILITY Regardless of the number of Insureds under this insurance or the number of Claims made, the Company's liability is limited as follows: 05 LPL0002 05 04 17 Page 2 of 15 A. In the event Claim Expenses are included within the limit of liability as specified in Item 4.a. of the Declarations, the limit of liability stated in the Declarations as applicable to "each Claim" is the limit of the company's liability for all Damages and Claims Expenses because of each Claim covered hereby. Notwithstanding the forgoing, an additional aggregate limit of $50,000 shall be provided solely for payment of Claims Expenses. All Claims arising from the same or related negligent act, error or omission or Personal Injury shall be considered a single Claim for the purpose of this insurance and shall be subject to the same limit of liability. The limit of liability stated in the Declarations as "aggregate" is, subject to the above provision respecting "each Claim", the total limit of the Company's liability under this policy for all Damages and Claims Expenses. B. In the event Claim Expenses are in addition to the limit of liability as specified in Item 4.b. of the Declarations, the limit of liability stated in the Declarations as applicable to "each Claim" is the limit of the Company's liability for Damages resulting from each Claim covered hereby. There shall be a separate limit of liability equal to one-half (1/2) of the limit of liability for Damages applicable to Claim Expenses for any such Claim. Such limit for Claim Expenses shall not exceed $1,000,000 regardless of the limit of liability purchased for Damages. All Claims arising from the same or related negligent act, error or omission or Personal Injury shall be considered a single Claim for the purpose of. this insurance and shall be subject to the same limit of liability. In the event that the Claim Expenses limit of liability is exhausted, all subsequently incurred Claim Expenses will apply to and erode the policy's limit of liability. The limit of liability stated in the. Declarations as "aggregate" is, subject to the above provision respecting "each Claim", the totallimit of the Company's liability under this policy for all Damages. A separate "aggregate" limit of liability shall apply to all Claims Expenses incurred in the defense of Claims covered by this Policy, subject to the above provision respecting the Company's liability for Claim Expenses for "each Claim". C. The Company's liability for Damages and/or Claim Expenses, as applicable, resulting from "each Claim" is in excess of the deductible amount stated in the Declarations. The deductible amount stated in the Declarations shall upon written demand by the Company, be paid by the Named Insured within 30 days of demand. D. The application of any Extended Reporting Period option shall not increase the limit of liability stated in the Declarations. E. In the event the Insured participated in an Alternative Dispute Resolution to settle a Claim brought by a client of the firm, the Company will waive 50% of the Insured's deductible obligation. The maximum amount of this waiver shall not exceed $25,000 per Claim. If the Alternative Dispute Resolution fails to resolve the Claim, and the Claim proceeds to litigation, the deductible will apply to any Damages and/or Claim Expenses paid by the Company after the litigation has commenced. F. If this policy and any other policy issued by Arch Insurance Company including any extended reporting period coverage afforded by such policy or policies, provides coverage to the same Claim against the Insured, the maximum limit of liability under all the policies shall not exceed the highest remaining Each Claim limit of liability under any one policy. IV. POLICY TERRITORY This insurance is provided worldwide. 05 LPL0002 05 04 17 Page 3 of 15 V. This insurance is provided worldwide. WHEN A CLAIM IS DEEMED AS FIRST MADE A Claim shall be deemed as being first made at the earlier of the following times: A. When the Company first receives written notice from the Insured or its representative that a Claim has been made; or B. When the Company first receives written notice from the Insured or its representative of specific circumstances or a Potential Claim involving a particular person or entity which may result in a Claim. All Claims arising out of the same or related negligent act, error, omission or Personal Injury shall be considered as having been made at the time the first such Claim is made, and shall be subject to the same limit of liability and deductible. VI. SUPPLEMENTARY PAYMENTS The Company w II pay, in addition to the applicable limit of liability: A. Up to $500 for loss of earnings to each Insured for each day or part of a day of such Insured's attendance, at the Company's request, at a trial, deposition, hearing, mediation or arbitration, proceeding involving a civil suit against such Insured for covered Damages, but the amouht so payable for any one or series of trials, depositions, hearings or arbitration proceedings arising out of the same or related negligent act, error, omission or Personal Injury sha 1 in no event exceed $10,000; and B. Up to $255,000 per Policy Period for each lawyer included within sub -sections A., B., C., D. and I. of Persons Insured for attorney fees and other costs, expenses or fees resulting from the investigation or defense of a proceeding before a state licensing board, peer review committee or governmental regulatory body incurred as the result of a notice of a proceeding first received by the Insured and reported to the Company during the Policy Period, arising out of any negligent act, error, omission or Personal Injury in the rendering of or failure to render Professional Services by an Insured covered under this policy. VII. EXCLUSIONS This insurance does not apply to Claims: A. Based on or arising out of the Insured's services and/or capacity as an employee, owner, partner, stockholder, director, officer or trustee of any sole proprietorship, partnership or corporation or other business enterprise which is not defined as Named Insured, Predecessor in Business or Successor in Business unless such Claim arises out of a lawyer -client relationship; B. Arising out of any dishonest, fraudulent, criminal or malicious act or omission, or deliberate misrepresentation (including but not limited to, actual or alleged violations of state or federal antitrust, price-fixing, restraint of trade, copyright or deceptive trade practice laws, rules or regulations) committed by, at the direction of, or with the knowledge of any Insured; however, we will provide a defense of such actions until such time as the act_is ruled either by trial verdict, court ruling, regulatory ruling or legal admission as dishonest, fraudulent, criminal or malicious. C. Based on or arising out of any obligations for which any Insured or any carrier acting as the insurer may be liable under any workers' compensation, unemployment compensation, disability or pension benefits law, or any similar laws, including but not limited to, the 05 LPL0002 05 04 17 Page 4 of 15 Employee Retirement Income Security Act of 1974 and any amendments thereof; this exclusion does not apply to the usual and customary legal services performed in connection with such capacities or laws on behalf of any person or entity not defined as an Insured; D. Arising out of the Insured's services and/or capacity as: 1. an officer, director, partner, trustee, or employee of: (a) a charitable organization; (b) a pension, welfare, profit sharing or mutual fund; (c) _ an investment fund or investment trust; 2. a public official, or an employee of a governmental body, subdivision, or agency; or 3. a fiduciary under the Employee Retirement Income Security Act of 1974 and its amendments or any regulation or order issued pursuant thereto, except if an Insured is deemed to be a fiduciary solely by reason of legal advice rendered with respect to an employee benefit plan; 4. .a trustee, administrator, conservator, executor, guardian, receiver or similar fiduciary capacity when any Insured is a beneficiary or distributee of any trust or estate serviced and the fee accruing from such work inures to the benefit of any Insured. E. For bodily injury, sickness, disease or death of any person, or injury to or destruction of any tangible property or loss of use resulting therefrom; F. Arising out of notarized certification or acknowledgment of a signature without the physical appearance before such notary public of the person who is or Claims to be the person signing said instrument; G. Arising out of any negligent act, error, omission or Personal Injury in the rendering of or failure to render Professional Services performed for any organization, corporation, company, partnership, or operation (other than the Named Insured, Predecessor in Business or Successor in Business) while any Insured or their spouse has more than 10% equity position in such entity; H. Made by an Insured under this policy against any other Insured under this policy, unless such Claim arises solely out of Professional Services performed for that party in a lawyer - client capacity; I. Solely as respects Personal Injury: 1. the willful violation of a penal statute or ordinance committed by or with the knowledge or consent of the Insured; 2. libel or slander or the publication or utterance of defamatory or disparaging material concerning any person or organization or goods, products or services, or in violation of an individual's right of privacy, made by or at the direction of the Insured with the Insured's knowledge of the falsity thereof; 3. failure of performance of contract, but this exclusion does not apply to the unauthorized appropriation of ideas based upon alleged breach of implied contract; 05 LPL0002 05 04 17 Page 5 of 15 4. infr ngement of trademark, service mark or trade name, other than titles or slogans, by use thereof on or in connection with goods, products or services sold, offered for sale or advertised; or 5. knowingly incorrect description or mistake in advertised price of goods, products or services sold, offered for sale or advertised. VIII. DEFINITIONS When used in th s policy (including endorsements forming a part hereto): "Alternative Dispute Resolution" means the use of arbitration or mediation. "Claim" means proceedings or a demand for money or services, or the filing of suit or institution of arbitration Alternative Dispute Resolution naming an Insured and alleging a negligent act, error, omission or Personal Injory resulting from the rendering of or failure to render Professional Services. Claim does not nclude proceedings seeking injunctive or other non -pecuniary relief. "Claim Expenses" means: (a) Fees charged by an attorney(s), arbitrator(s) or mediator(s) designated by the Company and all other fees, costs, and expenses resulting from the investigation, adjustment, defense and appeal of a Claim, suit or proceeding arising in connection theFewith, if incurred by the Company, or by the Insured with written consent of the Company, but does not include salary charges or expenses of regular employees or officials of the Company, or fees and expenses of independent adjusters; (b) All costs taxed against the Insured in suits or proceedings and all interest on the ent re amount of any judgment therein which accrues after entry of the judgment and before the Company has paid or tendered or deposited, whether in court or otherwise, but only as respects that part of the judgment which does not exceed the limit of the Company's liability thereof. Prejudgment interest if/where payable under this policy will be in addition to the Limits of Liability stated in the. Declarations. (c) Premiums on appeal bonds and premiums on bonds to release attachments in such suits, but not for bond amounts in excess of the applicable limit of liability of this pol cy. The Company shall have no obligation to pay for or furnish any bond. "Damages" means compensatory judgments, settlements or awards but does not include punitive or exemplary Damages, sanctions, fines or penalties assessed directly against any Insured, the return of fees on other consideration paid to the Insured, or that portion of any award or judgment caused by the trebling or multiplication of actual Damages under federal or state law. "Insured" means any person or organization qualifying as an Insured in the "Persons Insured" provision of this policy. The insurance afforded applies separately to each Insured against whom Claim is made or suit is brought, except with respect to the Company's limits of liability. "Named Insured" means the person or organization named in Item I of the Declarations of this policy. "Personal Injury" means: (a) false arrest, detention or imprisonment, wrongful entry or eviction, other invasion of private occupancy, or malicious prosecution; (b) the publication or utterance of libel, slander or other defamatory or disparaging material, or a publication or an utterance in 05 LPL0002 05 04 17 Page 6 of 15 violation of an individual's right of privacy; or (c) injury arising out of an offense occurring in the course of the Named Insured's advertising activities, including but not limited to infringement of copyright, title slogan, patent trademark, trade dress, trade names, service mark or service number. "Policy Period" means, whenever used in this policy, the period from the inception date of this policy to the policy expiration date as set forth in the Declarations or its earlier termination date, if any. "Potential Claim" meansknowledge of any circumstances involving an individual person or entity that could result in a Claim. "Predecessor in Business" means any legal firm which has undergone a material change as follows: (a) some or all of such firm's principals, owners, officers or partners have joined the Named Insured, provided such persons were responsible for producing in excess of 50% of the prior firm's annual gross billings and such billings have been assigned or transferred to the Named Insured; or (b) at least 50% of the principals, owners, partners or officers of the prior firm have joined the Named Insured; or (c) at least 50% of the prior firm's financial assets/liabilities have been assumed by the. Named Insured. "Professional Services" means: (a) services performed or advice given by the Insured in the Named Insured's practice as a law firm or legal professional; (b) services as'a notary public, title agent, title insurance agent, arbitrator or mediator; (c) services as a trustee, administrator, conservator, executor, guardian, receiver or similar fiduciary capacity; (d) activities of the Insured as a member of a formal accreditation, ethics, peer review, licensing board, standards review or similar professional board or committee; (e) the publication or presentation of research papers or similar materials, but only if direct pecuniary compensation per publication or presentation is less than $3,000; (f) services performed by the Insured in a lawyer -client relationship on behalf of one or more clients shall be deemed for the purpose of this section to be the performance of Professional Services for others in the Insured's capacity as a lawyer, although such services could be performed wholly or in part by non -lawyers. Reasonably Foresee(n) means: 1. Claims or incidents reported to any prior insurer; 2. unreported Claims or suits of which any Insured had received notice prior to the effective date of the first policy with the Company; 3. incidents or circumstances that involve a particular person or entity which an Insured knew might result in a Claim or suit prior to the effective date of the first policy issued by the Company to the Named Insured, and which was not disclosed to the Company. "Specific Excess" as used in this policy and in accordance with said policy's terms and limits shall cover liability and defense if and only if all other applicable insurance has been exhausted. 05 LPL0002 05 04 17 Page 7 of 15 Specific Excess shall also apply in the event that any term or provision included in this policy offers broader coverage than any other form of insurance simultaneously held by policyholder. This interpretation shall apply to, but not be limited to, issues concerning any Extended Reporting Period, Optional Reporting Period, Automatic Extended Reporting Period, or similar periods in any prior policy or policies. "Successor in Business" means, after material change of the Named Insured, any law firm in which either: (a) some or all of the principals, owners, officers and/or partners of the Named Insured have joined an existing, or formed a new, law firm provided such persons were responsible for producing in excess of 50% of the Named Insured's annual gross billings at the time of material change and such billings have been assigned or transferred to the successor law firm; or (b) at least 50% of the principals, owners, partners or officers of the Named Insured have joined an existing, or formed a new law firm; or (c) at least 50% of the Named Insured's financial assets/liabilities ave been assumed by the successor law firm; provided this policy does not apply to ProfessionalServices or Personal Injury if the Successor in Business is also an Insured under any similar liability or indemnity policy, or would be an Insured under any such policy but for exhaustion of its limits of liability. This coverage shall terminate at the earlier of policy termination or 90 days from the date of material change of the Named Insured unless written notice is given to the Company, together with such information as the Company may request, and the Successor in Business shall pay any additional premium required in the event the Company agrees to continue the policy. IX. CONDITIONS A. Premium: All premiums for this policy shall be computed in accordance with the Company's rules, rates, rating plans, premiums and minimum premiums applicable to the insurance afforded herein. The Named Insured shall maintain records of the information necessary for premium computation and shall send copies of such records to the Company at such times as the Company may direct. B. Assistance and Cooperation of Insured in the Event of Claim or Suit: Upon the Insured becoming aware of any negligent act, error, omission or Personal Injury in the rendering of or failure to render Professional Services which could reasonably be expected to be the basis of a Claim covered hereby, written notice shall be given by the Insured, or its representative to the Company together with the fullest information obtainable as soon as practicab e. If Claim is made or suit is brought against the Insured, the Insured or its representative shall immediately forward to the Company every demand, notice, summons or other process received by the Insured or the Insured's representative. The Insured shall cooperate with the Company and, upon the Company's request, assist in making statements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to the Insured because of Damages with respect to which this insurance applies. The Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not, except at the Insured's own cost, voluntarily make any payments, admit liability, assume any obligation or incur any expense. The Insured may provide for Alternate Dispute Resolution with a client under an engagement letter or any other written contract, as long as such agreement is executed in writing prior to any Claim being made. C. Waiver of Exclusion and Breach of Conditions: Whenever coverage under any provision of this policy would be excluded, suspended or lost: 1. because of EXCLUSION B. relating to any judgment or final adjudication based upon or arising out of any dishonest, deliberately fraudulent, criminal, malicious or de iberately wrongful acts or omissions by any Insured; or 05 LPL0002 05 04 17 Page 8 of 15 2. because of noncompliance with Section B, CONDITIONS relating to the giving of notice to the Company with respect to which any other Insured shall be in default solely because of the defaultor concealment of such default by one or more partners or employees responsible for the loss or damage otherwise insured hereunder, the Company agrees that such insurance as would otherwise be afforded under this policy shall apply with respect to each and every Insured who did not personally commit or personally participate in committing one or more of the acts, errors, or omissions described in any such exclusion or condition; provided that if the condition be one with which such Insured can comply, after receiving knowledge thereof, the Insured entitled to the benefit of the Waiver of Exclusions and Breach of Conditions shall comply with such conditions promptly after obtaining knowledge of the failure of any other Insured or employee to comply therewith. With respect to provision C.1. above, the Company's obligation to pay in the event of such waiver shall be in excess of the deductible and in the excess of the full extent of any assets in the firm of any Insured who is not a beneficiary to the waiver. D. Assignment: The interest of the Named Insured is not assignable. If any Insured shall die or be adjudged incompetent, this insurance shall thereupon terminate for such person but shall cover the Insured's legal representative as the Insured withrespect to liability previously incurred and covered by this insurance. Pro rata return premium will be computed from the date of termination. E. Legal Action Against the Company: A person or organization may bring a suit against the Company including, but not limited to, a suit to recover on an agreed settlement or on a final judgment against an Insured; but the Company will not be liable for Damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by the Company, the Insured and the claimant or the claimant's legal representative. However, no action by an Insured shall lie against the Company unless there has been full compliance with all of the terms of this policy. F. Conformity to Statute: Notwithstanding anything contained herein to the contrary, in the event' that any terms or conditions of this contract conflict with any law applicable to the coverage afforded hereunder, the terms of this contract shall by this statement be amended to conform to such law or laws. G. Other Insurance: if there is other valid insurance (whether primary, excess, contingent or self-insurance), against a Claim covered by this policy the insurance provided hereunder shall be deemed excess insurance over and above the applicable limit of all other insurance or self-insurance. This policy is written as Specific Excess of coverage available under any Extended Reporting Period, Optional Extended Reporting Period and Automatic Extended Reporting Period or similar period in any prior policy or policies. When this insurance is excess, the Company shall have no duty under this policy to defend any Claim or suit that any other insurer or self -insurer has a duty to defend. If such other insurer or self -insurer refuses to defend such Claim or suit, the Company shall be entitled to the Insured's rights against all such other insurers or self -insurers for any Claim Expenses incurred by the Company. When both this insurance and other insurance or self-insurance apply to the Claim on the same basis, whether primary, excess or contingent, the Company shall not be liable under this policy for a greater proportion of the Damages or Claim Expenses than the applicable 05 LPL0002 05 04 17 Page 9 of 15 limit of liability under this policy for such Claim bears to the total applicable limit of liability of all valid and collectible insurance against such Claim. Subject to the foregoing, if a loss occurs involving two or more policies, each of which provides that its insurance shall be excess, each will contribute pro rata. H. Subrogation: In the event of any payment under this policy, the Company shall be subrogateld to all the Insured's rights of recovery therefore against any person, organization or entity and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after any loss to prejudice such rights. Changes The terms of this policy shall not be waived or changed except by endorsement issued to 1orm a part of this policy. Bankruptcy or Insolvency of Insured: Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations hereunder. Cancellation: This insurance may be canceled by the Named Insured at any time by written notice or by surrender of this insurance to the Company or its authorized representative and the Company shall refund the paid premium Tess the earned portion thereof within thirty (30) days of the latter of the effective date of the cancellation or the date of delivery of the Insured's notice of intent to cancel subject to the retention by the Company of any minimum premium stipulated herein (or proportion thereof previously agreed upon). The earned portion of the premium shall be computed on the customary short -rate basis unless any state law or regulation of the state shown in the mailing address of the Named Insured on the Declarations Page requires that return premium be computed on a pro-r to basis, even in the event of cancellation by the Named Insured. This insurance may also be canceled, with or without the return or tender of the unearned premium, by the Company or by its authorized representative on its behalf, by sending to all Named Insureds, by first class, registered or certified mail, at the Named Insured(s) address last known to the Company or its authorized agent, not less than ninety (90) days written notice stating they specific reason for such cancellation and when the cancellation shall be effective. In such case the Company shall refund the paid premium less the earned portion thereof within ten (10) business days after the effective date of cancellation, subject to the retention by the Company of any minimum premium stipulated herein (or proportion thereof previously agreed upon). In the event of cancellation by the Company, minimum premium shall not apply to tl!e return of unearned premium. In case of non-payment of premium only thirty (30) days writt n notice of cancellation must be given by the Company. Proof of mailing will be sufficient proof of notice. Cancellation by the Company shall only be effective if based on one or more of the following reasons: 1. Nonpayment of premium; 2. The policy was obtained through a material misrepresentation that was relied on by the Company, and such policy would not have been issued by the Company under the same terms and conditions if correct information had been disclosed; 3. Material failure to comply with policy terms, conditions or contractual duties; 4. The risk originally accepted has measurably increased; 5. Loss by the Company of reinsurance which provided coverage for all or a substantial part of the risk insured. 05 LPL0002 05 04 17 Page 10 of 15 L. Nonrenewal: The Company will renew this policy unless written notice of the Company's intent not to renew, stating the specific reasons for nonrenewal, is mailed to the Named Insured not less than ninety (90) days before the policy expires. Any notice of nonrenewal will be mailed by first class registered or certified mail to the Named Insured at the last mailing address known to the Company. Proof of mailing will be sufficient proof of notice. Renewal. Rate Increase or Change in Policy Terms: If the Company increases the rate, changes the deductible, reduces the limit or substantially reduces coverage at renewal, the Company will mail to the Named Insured, at least sixty (60) days prior to the effective date of that increase or change: 1. Written notice of any change in coverage terms; 2. The amount of our rate increase. A rate increase is defined as any increase in premium except increase due to change in exposure (including claims -made step factors) and/or rating plans based solely on the Insured's developed experience. Any notice of renewal rate increase or change in policy terms will be mailed by first class registered or certified mail to all Named Insureds at the last mailing address known to the Company. Proof of mailing will be sufficient proof of notice. N. Declarations and Applications: By acceptance of this policy, the Insured agrees that the statements in the Declarations and application are his agreements and representations, and that this policy is issued in reliance upon the truth of such representations and that this policy embodies all agreements existing between himself and the Company or any of its agents relating to this insurance. O. Extended Reporting Period Option: 1. Cancellation/Nonrenewal: In the case of: (a) cancellation or nonrenewal of this policy by the Named Insured or the Company for any reason other than flat cancellation at policy inception for non- payment of premium; or (b) advancing a retroactive or prior acts date from or previously applied by the Company the Named Insured shall have the right, subject to the other terms and conditions of this policy, or an endorsement attached thereto, to have an endorsement issued extending the time during which Claims can be reported for an additional premium of: (i) 100% of the full annual premium for this policy, to a period of twelve (12) months; (ii) 150% of the full annual premium for this policy, to a period of twenty-four (24) months; (iii) 185% of the full annual premium for this policy, to a period of thirty-six (36) months; or 05 LPL0002 05 04 17 Page 11 of 15 (iv) 225% of the full annual premium for this policy, for an unlimited period. following the effective date'of such cancellation or nonrenewal in which to give written notice to the Company of Claims first made against the Insuredduring this Extended Reporting Periodfor any act, error, omission or Personal Injury arising from the rendering of or failure to render Professional Services occurring prior to the termination of the final Policy Period, subject to its terms, limitations, exclusions and conditions. This right shall terminate sixty (60) days after the effective date of such action as is indicated in subparagraphs (a) or (b) above unless written notice of such election, together with the additional premium, is received by the Company or its authorized agent from the Named Insured within that sixty (60) day period. Subject to the foregoing, in the event that the Named Insured is a partnership or a corporation, and the policy is terminated, the premium calculation stated in i. through iv. above shall not include a charge for any individual legal professional who qualifies for a free Extended Reporting Period under section. 2., 3. or 4. following, provided always that the notice ;is given to the Company as required and the other provisions of these sections are fully satisfied. 2. Re iree Provision: Notwithstanding CONDITION 0.1. above, the Named Insured shall alsohave the right to have an endorsement issued extending the reporting per od for this policy to an unlimited period following the effective date of such cancellation or non -renewal upon his or her retirement from the private practice of law and the payment of additional premium for this option will be waived if: (a) the Named Insured (i) ceases the private practice of law during the Policy Period; (ii) has been continuously insured by the Company for at least three (3) consecutive years; (iii) ceases the performance of all legal services covered by this policy; and (iv) is fifty-five (55) years of age or older; the i such Insured has the right, for no extra charge, to elect an Unlimited Non - practicing Extended Claims: Reporting Period, to report Claims first made against an Insured for any actual or alleged negligent act, error or omission occurring prior to the termination_ of the Policy Period and otherwise covered by this policy. Such Unlimited Non -practicing Extended Claims Reporting Period must be elected within sixty (60) days of the Insured's retirement or ceasing of the private practice of law. (b) (c) written notice of this election is given to the Company within sixty (60) days after termination of this policy; and all premiums and deductibles due the Company have been paid in full. 3. Death or Disability of Insured: Notwithstanding CONDITION 0.1. of this policy, if the Named Insured designated in the Declaration is an individual and shall cancel or nor?renew this policy, the Named Insured shall have the right, at no cost, to have an endorsement issued extending the reporting period for this policy to an unlimited penod following the effective date of such cancellation or nonrenewal provided that: 05 LPL0002 05 04 17 Page 12 of 15 (a) such cancellation or nonrenewal results from the death or disability of the Named Insured during the Policy Period; (b) in the event of disability, the Named Insured is totally and continuously disabled from the practice of law a minimum of six (6) months prior to the election of this option; (c) satisfactory written evidence of death or disability is provided to the Company within one (1) year of such death or disability; and (d) all premiums and deductibles due the Company have been paid in full. This right shall terminate, however, unless written notice of election is received by the Company or its authorized agent from the Named Insured or legal representative of Named Insured within sixty (60) days after the effective date of such cancellation or nonrenewal. 4. At the commencement of any Extended Reporting Period option, the entire premium therefore shall be deemed earned and the Company shall not be liable to return to the Named Insured any portion of the premium for the Extended Reporting Period. The cost of any Extended Reporting Period option is based on the rates and rules in effect at the time the policy was issued or last renewed. The fact that the period during which a Claim must be first made against the Named Insuredunder this policy is extended by virtue of any Extended Reporting Period option shall not in any way increase the limit of this policy. The limit of liability under any Extended Reporting Period option shall be part of, and not in addition to, the limit of liability available under the last policy or renewal certificate issued to the Named Insured. 5. An automatic sixty (60) day Extended Reporting Period Option, effective at the termination of the policy period, will be provided by the Company at no additional cost unless this insurance is replaced with the same or similar insurance issued by the Company, whether or not the limits or deductibles are identical to those provided under this policy. This extended reporting period option shall only apply to Claims made during the policy period and reported to the Company within sixty (60) days of the policy termination. The limits available under this extension shall be part of, and not in addition to, the limits available under the expiring policy period. Coverage provided by this, automatic extended reporting period shall be Specific Excess over any replacement policy providing the same or similar coverage. This Extended Reporting Period option shall not be available if the policy is cancelled for non- payment of premium effective at policy inception. Any provision in the policy which conflicts with this extension is amended accordingly. P. Reimbursement: While the Company has no duty to do so, if the Company pays Damages or Claims Expenses: 1. Within the amount of the applicable deductible; or 2. In excess of the applicable limit of liability all Insureds shall be jointly and severally liable to the Company for such amounts. Upon written demand, the Insured shall repay such amounts to the Company with thirty (30) days thereof. Failure to pay any amount indicated may lead to policy cancellation. 05 LPL0002 05 04 17 Page 13 of 15 Q. Liberalization Clause: If the Company adopts any revision that would broaden the coverage under the policy without additional premium at any time during the Policy Period, the broadened coverage will immediately apply to this policy. 05 LPL0002 05 04 17 Page 14 of 15 STATE BAR OF CALIFORNIA LAWYERS PROFESSIONAL LIABILITY INSURANCE PROGRAM Claims Handling Procedures An important value of your Lawyers Professional Liability insurance coverage is the ability of the insurance company to respond when you have a claim. The State Bar of California Lawyers Professional Liability policy not only provides an exact description of what is covered and what is not covered, it also sets out your obligations as an Insured and, where appropriate, the obligations of others involved with you. The Arch Insurance Company is committed to providing insureds and clients with responsive claim service. You, as a policyholder, trigger this service when you report a claim quickly and accurately. In the event of an incident which may result in a claim, an actual claim, or your receipt of suit papers arising out of your services as a lawyer, please follow the procedures outlined below: Notices of each incident, claim or suit must be sent immediately to: ARCH INSURANCE COMPANY Attorney's Professional Liability Claims 1299 Farnam Street, Suite 500 Omaha, NE 68102 P.O. Box 542033 Omaha, NE 68154 Phone 877 688- ARCH (2724) FAX 866 266-3630 Email Claims@Archinsurance.com Your claim notice should include the following: • Your name, address and phone number; • A copy of your Policy Declarations — this will include important information regarding your coverage; • The date or period of duration (start date/finish date) of the professional service in question and the date you first became aware of the problem or potential problem; • A brief description of the problem; • Copies of any letters of demand and any legal papers (i.e.: summons and complaints, notices of arbitration, etc.) which you have received. • It is advisable to send a photocopy of your cover letter to your insurance agent. Do not discuss the claim with any adverse party or their representative. Do not admit any liability or pay any portion of alleged Damages. Do not attempt to handle the matter yourself. Any one of these actions may void your insurance coverage. (If you waive your fee, or any part of it, in conjunction with a dissatisfied customer and do not admit any liability, the terms of your coverage may not be compromised. Send us a notice of any such incident immediately.) You will be contacted by a representative of Arch Insurance Company's Claim Department. This representative, who specializes in the handling and adjusting of lawyers professional liability / errors and omissions claims, will confirm receipt of the loss notice directly to you, provide a company claim number for all future correspondence, refer to legal counsel if necessary and discuss further handling of the matter with you. 05 LPL0002 05 04 17 Page 15 of 15 THIS ENDORSE;VIENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NETWORK SECURITY AND PRIVACY LIABILITY EXTENSION ENDORSEMENT This Endorsement modifies insurance provided under the Lawyers Professional -Liability Insurance Policy. It is agreed that in consideration of a premium of $0; 1. The Insuring Agreements designated with an X below will be added to the policy: Insuring Agreements Sub -Limit of Liability Deductible Prior Acts Exclusion Date ® C. Data Incident Response Expense $25k each Network Security Breach or Privacy Violation $10,000 each Network Security Breach or Privacy Violation Per Policy ❑ D. Network Security and Privacy Liability Coverage $ each Claim $ each Claim 2. The language for the Insuring Agreement[s] designated, with an X above is set forth below and is added to Section I. COVERAGE: C. DATA INCIDENT RESPONSE EXPENSE The Company will pay Data Incident Response Expense, in excess of the deductible, incurred by the Insured, directly resulting from a Network Security Breach or Privacy Violation a. occfurring on or after the Prior Acts Exclusion Date; b. discovered during the Policy Period; and c. repiorted to. the Company immediately pursuant to the terms of Section 8 of this Endorsement.. D. NETWORK SECURITY AND PRIVACY LIABILITY The Company will pay on behalf of an Insured all amounts, in excess of the deductible, that an Insured becomes legally obligated to pay as Damages and Claim Expenses, because of a Claim that is: a. first made against an Insured during the Policy Period or Extended Claims Reporting Period, if applicable; b. for a Network Security Breach or Privacy Violation occurring on or after the Prior Acts Exclusion Date and prior to the end of the Policy Period; and reported to the Company immediately pursuant to the terms of Section 8 of this endorsement. 3. Solely with respect to the coverage provided under Insuring Agreement C. of this Endorsement, the following policy provisions of the Lawyers Professional Liability Insurance Policy are deleted and will not apply: 00 LPL0175 00 04 17 Page 1 of 9 A. The paragraph of Section I. COVERAGE that begins, "The Company shall have the right and duty to defend any suit against the Insured seeking Damages". B. Paragraph O. EXTENDED REPORTING PERIOD OPTION 4. Solely with respect to the coverage provided under this Endorsement, Paragraphs A., B. and C. of Section III. LIMIT OF LIABILITY of the Lawyers Professional Liability Insurance Policyare amended as follows: A. In the event Claim Expenses and Data Incident Response Expenses are included within the limit of liability as specified in Item 4.a. of the Declarations, the limit of liability stated in the Declarations as applicable to "each Claim" is the limit of the company's liability for all Damages, Claims Expenses and Data Incident Response Expenses because of each Claim covered hereby. Notwithstanding the forgoing, an additional aggregate . limit of $50,000 shall be provided solely for payment of Claims Expenses and Data Incident Response Expenses. All Claims arising from the same or related negligent act, error or omission Personal Injury or Network Security Breach or Privacy Violation shall be considered a single Claim for the purpose of this insurance and shall be subject to the same limit of liability. The limit of liability stated in the Declarations as "aggregate" is, subject to the above provision respecting "each Claim", the total limit of the Company's liability under this policy for all Damages, Claims Expenses and Data Incident Response Expenses. B. In the event Claim Expenses and Data Incident Response Expenses are in addition to the limit of liability as specified in Item 4.b. of the Declarations, the limit of liability stated in the Declarations as applicable to "each Claim" is the limit of the Company's liability for Damages resulting from each Claim covered hereby. There shall be a separate limit of liability equal to one-half (1/2) of the limit of liability for Damages applicable to Claim Expenses and Data Incident Response Expenses for any such Claim. Such limit for Claim Expenses and Data Incident Response Expenses shall not, exceed $1,000,000 regardless of the limit of liability purchased for Damages. All Claims arising from the same or related negligent act, error or omission Personal Injury or Network Security Breach or Privacy Violation shall be considered a single Claim for the purpose of this insurance and shall be subject to the same limit of liability. In the event that the Claim Expenses and Data Incident Response Expenses limit of liability is exhausted, all subsequently incurred Claim Expenses and Incident Response Expenses will apply to and erode the policy's limit of liability. The limit of liability stated in the Declarations as "aggregate" is, subject to the above provision respecting "each Claim", the total limit of the Company's liability under this policy for all Damages. A separate "aggregate" limit of liability shall apply to all Claims Expenses and Data Incident Response Expenses incurred in the defense of Claims covered by this Policy, subject to the above provision respecting the Company's liability for Claim Expenses and Data Incident Response Expenses for "each Claim". C. The Company's liability for Damages and/or Claim Expenses and Data Incident Response Expenses, as applicable, resulting from "each Claim" is in excess of the deductible amount stated in the Declarations. The deductible amount stated in the Declarations shall upon written demand by the Company, be paid by the Named Insured within 30 days of demand. 1. As a condition precedent to the Company's liability under this Endorsement, the applicable deductible specified in Paragraph 1 of this Endorsement will be paid by the 00 LPL0175 00 04 17 Page 2 of 9 Insured, be applicable to each Network Security Breach or Privacy Violation under Insuring Agreement C. or'each Claim under Insuring Agreement D. 2. The deductible specified in Paragraph 1 of this Endorsement will apply to all Data Incident Response Expense under Insuring Agreement C. and all Damages and Claim Expenses under Insuring Agreement D. 3. In the event more than one Insuring Agreement is triggered by a Network Security Breach, Privacy Violation or Claim, only the single highest deductible specified in Paragraph 1 of this Endorsement will apply. 4. The total deductible for all Claims, Network Security Breaches, Privacy Violations, or series of Claims, Network Security Breaches, or Privacy Violations that have a common nexus of facts, circumstances, situations, events, transactions, causes or series of causally connected facts, circumstances, situations, events, transactions or causes. will not exceed the single highest deductible specified in Paragraph 1 of this Endorsement. 5. The deductible will be applied first to Claim Expenses and Data Incident Response Expense with any remainder applied to Damages. The Named Insured will pay the deductible within thirty (30) days of demand by the Company. 5. Solely with respect to the coverage provided under this Endorsement, the following is added to Section III. LIMIT OF LIABILITY of the Lawyers Professional Liability Insurance Policy: G. The Company's Sub -Limit of Liability for Data Incident Response Expense each Network Security Breach or Privacy Violation, is specified in Paragraph 1.C. of this Endorsement. The Company will not be obligated to pay any Data Incident Response Expense after the Sub -Limit of Liability specified in Paragraph 1.C. of this Endorsement has been exhausted by payment of Data Incident Response Expense. Such Sub -Limit of Liability will be part of, and not in addition to, the Limit of Liability Each Claim specified in Item 4.A. of the Declarations, regardless of whether a Claim has been made. The Company does not assume any duty to defend under this Insuring Agreement. H. The Company's Sub -Limit of Liability for Damages and Claim Expenses each Network Security Breach or Privacy Violation Claim is specified in Paragraph 1.D. of this Endorsement, if purchased. Such Sub -Limit of Liability will be part of, and not in addition to, the Limit of Liability Each Claim specified in Item 4.a. of the Declarations. With regard to Insuring Agreement D, if the Sub -Limit of Liability specified in Paragraph 1.D. of this Endorsement is exhausted prior to settlement or judgment of any pending Claim, the Company's obligations under this policy will be cancelled and the Company will have the right to withdraw from the further investigation or defense of any pending Claim by tendering control of such investigation or defense to the Named Insured, and .the Named Insured agrees, as a condition to the issuance of this policy, to accept such tender. J. With regard to Insuring Agreement D., the inclusion of more than one Insured in any Claim, or the making of Claims by more than one person or entity will not increase the Company's Sub -Limit of Liability Each Claim, Aggregate Sub -Limit of Liability Per Policy Period or the deductible. Two or more Claims arising out of a single Network Security Breach or Privacy Violation will be treated as a single Claim. All such Claims, whenever made, will be considered first made during the Policy Period in which the earliest Claim was first reported. 00 LPL0175 00 04 17 Page 3 of 9 6. Solely with respect to the coverage provided under this Endorsement, Paragraph F of Section III. LIMIT OF LIABILITY of the Lawyers Professional Liability Insurance Policy is deleted and replaced by the following: F. If this policy and any other policy issued by the Company including any extended claims reporting period coverage afforded by such policy or policies, provides coverage to the same Network Security Breach or Privacy Violation or Claim, the maximum limit of liability under all the policies will not exceed the highest remaining limit of liability under any one policy. 7. Section VII. EXCLUSIONS of the Lawyers Professional Liability Insurance Policy will apply to all coverage provided under this Endorsement and solely with respect to the coverage provided under this Endorsement, the following Exclusion is added: J. This policy will not pay any Data Incident Response Expense or Claim based upon or arising out of, in whole or in part: 1. any demand, suit or proceeding pending or order, decree or judgment made or initiated against the Insured on or prior to the inception date of this policy or any Network Security Breach or Privacy Violation specified in such prior demand, suit or proceeding which has a common nexus, fact, circumstance, situation, event, transaction, cause or series of causally connected facts, circumstances, situations, events, transactions or causes underlying or alleged therein; 2. any fact, circumstance or situation that, before the inception date of this policy, that was the subject of any notice given under any policy of which this policy is a renewal or replacement; 3. any actual or alleged unauthorized or illegal collection or intentional sharing of Personal Information, including but not limited to the collection of Personal Information using cookies, spyware, or other malicious code, or the failure to provide adequate notice that Personal Information is being collected or shared; 4. any bodily injury, sickness, disease, emotional distress, mental anguish or death of any person, or damage to or destruction of any tangible property, including loss of use thereof; 5. any actual or alleged misappropriation, theft, plagiarism, infringement or violation of any patent, copyright, trademark, trade secret, trade dress, trade name, service mark, service name, title or slogan; however this exclusion will not apply to a Network Security Breach; 6. any actual or alleged unsolicited electronic faxes, emails, telephone calls or unsolicited communications, including, without limitation, Claims arising out of unsolicited electronic messages, chat room postings, bulletin board postings, newsgroup postings, "pop-up" or "pop -under" Internet advertising or fax -blasting, direct mailing or telemarketing, or Claims involving actual or alleged violations of any foreign, federal, state or local statute, regulation or ordinance that addresses, limits or prohibits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information; however this exclusion will not apply to a Network Security Breach; 7. any actual or alleged discrimination, harassment, wrongful termination, unpaid wages (including overtime pay), workers' compensation benefits, unemployment compensation, disability benefits, improper payroll deductions, improper employee 00 LPL0175 00 04 17 Page 4 of 9 classification, failure to maintain accurate time records, failure to grant meal and rest periods, or social security benefits, or any other employment practices wrongful act.; 8. any actual or alleged discrimination, humiliation or harassment in any form or manner, including, but not limited to, race, creed, color, religion, ethnic background, national origin, age, handicap, disability, gender, sex, sexual orientation or preference, pregnancy, marital status, retaliation, or any other protected class under any federal, state, local or other law; 9. any actual or alleged price fixing, restraint of trade, monopolization, unfair trade practices or any violation of the Federal Trade Commission Act or consumer protection laws, Sherman Anti -Trust Act, the Clayton Act, or any similar law regulating anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade activities; 10. any war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), strike, lockout, riot, civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power, however, this exclusion will not apply to Cyberterrorism; 11. any Insured's service at any time as a director, officer, trustee, regent, governor, independent contractor or equivalent executive, or as an employee, of any entity other than an Insured even if such service is with the knowledge and consent, or at the request, of an Insured; 12. any inaccurate, inadequate or incomplete description of the price of goods, products or services, the authenticity of any goods, products or services, or the failure of any goods or services to conform with any represented quality or performance; 8. Solely with respect to the coverage provided under this Endorsement, Paragraph 3 of Section VIII. DEFINITIONS of the Lawyers Professional Liability Insurance Policy is deleted and replaced by the following: "Claim" means any: 1. written demand or notice for civil monetary damages or other civil non monetary relief commenced by the Insured's receipt of such demand or notice; 2. civil proceeding, including but not limited to any arbitration proceeding or other alternative dispute resolution (ADR) proceeding, commenced by the service upon the Insured of a complaint,' demand for arbitration, or similar pleading; 3. written request to an Insured to toll or waive the statute of limitations regarding a potential Claim as described in 1. and 2. above commenced by the Insured's receipt of such request; 4. a Regulatory Action. 9. Solely with respect to the coverage provided under this Endorsement, the following definitions are added to SECTION VIII. DEFINITIONS of the Lawyers Professional Liability Insurance Policy: "Computer System" means any computer hardware, electronic mobile device, software or firmware, and components thereof including data stored thereon, that is owned or leased by a Named Insured, and is under the direct operational control of the Named Insured or any mobile 00 LPL0175 00 04 17 Page 5 of 9 device owned and under the direct operational control of an employee of a Named Insured if such mobile device is used for the benefit of the Named Insured. Computer System also includes cloud computing and other hosted resources operated by a third party for the purpose of providing hosted computerresources to the Named Insured as provided in a written contract between the Named Insured and such third party. "Cyberterrorism" means the premeditated use of disruptive activities against any Computer System by an individual or group of individuals, or the explicit threat by an individual or group of individuals to use such activities, with the intention to cause harm, further social, idealogical, religious, political or similar objectives, or to intimidate any person(s) in furtherance of such objectives. Cyberterrorism does not include any such activities which are part of or in support of any military action, war or warlike operation. "Data Incident Response Expense" means reasonable and necessary fees and expenses incurred by an Insured, with the Company's prior written consent, for: 1. legal services by an attorney selected by the Company regarding any Network Security Breach or Privacy Violation; 2. computer forensic investigatory services by a third party information security professional selected by the Company to determine the cause of the Network Security Breach and identities of those who may have been victims of any Privacy Violation; 3. notifying individuals who may have been victims of. any Privacy Violation; 4. public relations firm, crisis management firm or law firm services to mitigate reputational damage resulting from any Network Security Breach or Privacy Violation; 5. credit monitoring services and identity theft education; 6. costs for identity theft call center services; and 7. costs to restore or recreate electronic data; Data Incident Response Expense will exclude any: (i) compensation or overhead of any Insured; (ii) payments made as compensation for any injury or damages resulting from any Network Security Breach or Privacy Violation; or (iii) costs associated with replacing, repairing or improving any network, computer hardware or software. "Denial of Service Attack" means a malicious attack intended by the perpetrator to overwhelm the capacity of the Computer System by sending an excessive volume of electronic data to such Computer System in order to prevent authorized access to such Computer System. "Network Security Breach" means any: 1. unauthorized access to, or unauthorized use of, a Computer System; 2. transmission of Malicious Code into or from a Computer System; or 3. Denial of Service Attack. 00 LPL0175 00 04 17 Page 6 of 9 "Malicious Code" means any virus, Trojan, worm or other similar malicious software program, code or script designed to infect, harm, harm data on, or steal data from, a Computer System. "Personal Information" means any: 1. information for which an individual may be uniquely and reliably identified or contacted including without limitation the individual's: a. name; b. address; c. telephone number; d. social security number; e. drivers license number or any other state identification number; f. medical or healthcare data, including protected health information; or g. account numbers. 2. non-public personal information as defined in any Privacy Law. "Privacy Law" means those parts of the following statutes or regulations regulating the use and protection of non-public personal information (as defined in such statutes or regulation): 1. Health Insurance Portability and Accountability Act of 1996 (HIPAA); 2. Gramm -Leach Bliley Act of 1999 (GLBA); 3. consumer protection and unfair and deceptive trade practice laws enforced by state Attorneys General or the Federal Trade Commission, including but not limited to Section 5(a) of the Federal Trade Commission Act, 15. U.S.0 § 45 (a), as amended; 4. security breach notification laws that require notice to individuals of the actual or potential theft of their non-public personal information, including but not limited to the California Security Breach Notification Act of 2003 (CA SB1386); or 5. other state, federal or foreign privacy laws for non-public personal information, or a privacy policy limiting the sale, disclosure or sharing of non-public personal information or providing individuals with the right to access or correct non-public personal information. "Privacy Violation" means any: 1. failure to protect Private Information while in the care, custody or control of an Insured; 2. violation of a Privacy Law by an Insured; or 00 LPL0175 00 04 17 Page 7 of 9 3. violation of an Insured's privacy policy with respect to provisions prohibiting any Insured from disclosing Private Information. "Private Information" means any of the following information that exists in any format and that is in the care, custody and control of any Insured, or in the care, custody and control of a third party on any Insured's behalf: 1. Personal Information: or 2. confidential or proprietary business information that is not available to the general public. "Regulatory Action" means a civil administrative or regulatory proceeding commenced by service of a complaint or pleading, civil investigative demand or civil request for information brought or made by a governmental agency or authority that alleges a Privacy Violation. A Regulatory Action will not mean or include any criminal demands, requests or proceedings. 10. Solely with respect to the coverage provided under Insuring Agreement C, Paragraphs B. and C. of Section IX. CONDITIONS of the Lawyers Professional Liability Insurance Policy are deleted and replaced by the following: A. Notice to the Company Notices of each Network Security Breach or Privacy Violation must be sent immediately to: ARCH INSURANCE COMPANY Attorney's Professional Liability Claims 1299 Farnam Street, Suite 500 Omaha, NE 68102 P.O. Box 542033 Omaha, NE 68154 Phone 877 688-ARCH (2724) FAX 866 266-3630 Email Claims(c�Archinsurance.com Your notice of Network Security Breach or Privacy Violation should include the following: ❑ Your name, address and phone number, ❑ A copy of your Policy Declarations — this will include important information regarding your coverage; ❑ The date or period of duration of the Network Security Breach or Privacy Violation and the date you first became aware of the problem or potential problem; ❑ A brief description of the problem; and ❑ Copies of any relevant documents. E It is advisable to send a copy of your notice of Network Security Breach or Privacy Violation to your insurance agent. B. ASSISTANCE AND COOPERATION OF THE INSURED 00 LPL0175 00 04 17 Page 8 of 9 All Insureds will cooperate with the Company, including providing all information requested by the Company regarding any Network Security Breach or Privacy Violation, and cooperating fully with the Company. Upon the Company's request, all Insureds will submit to examination by a representative of the Company, under oath if required. The Insured shall not, except at the Insured's own cost, voluntarily make any payments, admit liability, assume any obligation or incur any expense. All other terms and conditions of this Policy remain unchanged. Endorsement Number: 3 Policy Number: 11LPL20149500 Named Insured: Kreisberg Law Firm This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 1/1/2021 00 LPL0175 00 04 17 Page 9 of 9 Endorsement # PRIOR ACTS EXCLUSION ENDORSEMENT N. ARCH Insurance Group A Drvision of the Arch Capital Group Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Add] Prem. Return Prem. 11LPL20149500 1/1/2021 1 /1 /2022 1/1/2021 The premium for this endorsement is included in the premium shown on the declarations unless a specific amount is shown here. Named Insured and Mailing Address: Kreisberg Law Firm Suite 200 2225 East Bayshore Road Palo Alto, CA 94303 Producer: Mercer Health & Benefits Insurance Services LLC PO Box 310386 Des Moines, IA 50331-0386 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. In consideration of the premium charged, this policy specifically excludes loss resulting from Claims made against any Insured arising from any negligent act, error, omission, or Personal Injury occurring or alleged to have occurred prior to 01/01/2021 This endorsement forms part of this policy and any subsequent renewals thereof. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. Date Issued: 12/22/2020 Authorized Representative: 00 LPL 00034 00 05 06 Page 1 of 1 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: • Foreign agents; • Front organizations; • Terrorists; • Terrorist organizations; and • Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's web site — http://www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured; or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refundsmay be made without authorization from OFAC. Other limitations on the premiums and payments also apply. 00 ML0065 00 06 07 Includes copyrighted material of Insurance Services Page 1 of 1 Office, Inc. with its permission. CONTINUING EDUCATION VOUCHER Policy Number 11LPL20149500 Effective Date 1/1/2021 Named Insured Kreisberg Law Firm Insured Attorney Edward L Kreisberg IMPORTANT Insured Attorney's State Bar Membership Number (YOU MUST FILL THIS IN BEFORE SUBMITTING TO THE STATE BAR) I certify that I am the active member of The State Bar of California named above, that I have provided my correct State Bar membership number above, and that I am currently an insured under the Lawyers Professional Liability Insurance Policy issued by Arch Insurance Company described above. I hereby request that The State Bar provide me with the Minimum Continuing Legal Education benefits currently provided to members who have professional liability insurance with Arch Insurance Company through the State Bar sponsored program administered by Mercer. Date: Signature E Mail Address INSTRUCTIONS FOR REDEEMING THIS VOUCHER 1. Review the information at the top of this form to be sure it is correct. BE SURE TO ACCURATELY AND LEGIBLY FILL IN YOUR STATE BAR NUMBER. If you find any errors, please contact the administrator, Mercer, at (800) 339-9122 for assistance. 2. Date and sign the voucher in the spaces provided above, and make a copy for your records. 3. Send the completed and signed voucher to The California Lawyers Association (CLA), by: 1) By Email: cle@calawyers.org or 2) By mail or private courier service: The California Lawyers Association Attention: CLE Vouchers 400 Capitol Mall, Suite 650 Sacramento, CA 95814 4. You will receive your CLE access credentials directly from CLA. Please allow 10. days for delivery. 5. Information about MCLE rules and your compliance obligations is available on The State Bar website at www.calbar.ca.gov. 1 /14/2021 Business Owners I I he Harttora THE HARTFORD Business Owner's (57 SBM BN2383) Policy Effective Dates 01/08/2021 - 01/08/2022 Estimated Annual Premium 0 $500.00 Coverage Type Liability Only Liability Coverage Information Liability and Medical Expenses 0 $1,000,000 Each Occurrence General Aggregate 0 $2,000,000 Medical Expenses 0 $10,000 Any one person Hired & Non -Owned Auto 0 $1,000,000 Personal and Advertising Injury 0 $1,000,000 Damages to Premises Rented to You 0 $1,000,000 Products -Completed Operations Hazard $2,000,000 CI To see all of your coverage details and limits, please refer to your policy documents. Covered Locations httnc•Ilhi lcinccc thahartfnrri_rnm/oolicv-details/bop 1/2 1 /14/2UL1 Business Owner's I The Hartford 2225 E BAYSHORE RD STE 200, PALO ALTO, CA 94303 Business Details Named Insured O THE KREISBERG LAW FIRM, LLC Mailing Address g' 2225 E BAYSHORE RD STE 200 PALO ALTO, CA 94303 Legal Entity Type Limited Liability Number of Buildings/Locations 1 This is only a summary of your policy. Please reference your actual policy documents to see the full details of your coverage. Common Requests L. View Policy Documents Get a Certificate of Insurance g Report a Claim Update Mailing Address Change Business Name > More Requests https://business.thehartford.com/policy-details/bop