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HomeMy WebLinkAboutNASTICH LAW, APC iNSL)Rik.NGE ON FILE A-2025-028-04 WORK MAY PROCELD UNTIL ASURANCE EXP!RFS — � Z� CITY CLERHt-�-�rz�� — DATE: APR 4 2025 AGREEMENT WITH NASTICH LAW,APC TO PROVIDE ADMINISTRATIVE HEARING OFFICER SERVICES �IhG111 � THIS AGREEMENT is made and entered into on this 18TH day of March, 2025 by and Wn between Nastich Law, a California Professional Corporation, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On October 24,2024,the City issued Request for Proposals No.24-127,by which it sought Consultants to provide as-needed administrative hearing officer services for various agencies of the City of Santa Ana. The scope of work includes any and all work efforts related to administrative hearings, preparation of hearings as scheduled by City staff, reviewing case documentation submitted with appeals, performing legal research, conducting hearings, and preparing written decisions. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 24-127 and attached as Exhibit A. C. Consultant was selected as one of eight (8) vendors which qualified for this engagement. Only those consultants approved by the City Council on March 18,2025 shall be eligible to be engaged by the City for these services. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth,the parties agree as follows: 1. SCOPE OF SERVICES a. On an as-needed basis, and at the sole discretion of the City, Consultants shall perform the services that are described in Exhibit A, attached and incorporated by reference as though fully set forth herein. b. When the need for services arise, City may initiate services through use of written correspondence, executed by authorized City staff and the Consultant. Work by the Consultant may not proceed absent a previously engaged or fully executed consultant agreement and authorizing written correspondence for a specific assignment. The Treasury& Customer Service Manager or their designee will maintain the directory of authorized staff who will be permitted to issue assignments to the Consultants. Consultants are prohibited from accepting assignments from City staff whom are not authorized to issue said assignment and work. c. Consultant shall perform and complete its assigned services as expeditiously as is consistent with generally accepted standards of professional skill and care, and the orderly progress of work, and in a fair, unbiased and neutral manner. Details of the project timelines, including a completion schedule for Consultant's services, shall be provided, in writing, to the City. Consultant and City agree that the completion schedule represents the best estimate of the schedule for services and provision of final work product to the City. Consultant shall comply with all completion dates noted, including but not limited to, preparation of written decisions, which set forth the legal and evidentiary basis for the decision, and adopt findings as required by the particular provisions of the Santa Ana Municipal Code (SAMC). d. Consultant agrees and understands that deliverables submitted to the City after the required deadline(s) may delay issuance of payment and/or allow the City to exercise its option to terminate the Agreement pursuant to Section 15, below. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Further, City's selection of Consultant for assignment(s) shall be at its sole discretion and not based on any expectation of favorable outcomes or decisions in any hearing(s). Consultant shall be paid only for actual approved services performed under this Agreement at the rates and charges identified in Exhibit B— Compensation. Consultant is one of eight (8) Consultants selected to provide administrative hearing officer services on an as-needed basis under RFP No. 24-127. The total compensation for services provided by all Consultants selected under RFP No. 24-127 is a collective amount not to exceed $2,770,000 during the term of the Agreement, including any extension periods. b. Consultant shall submit its invoice for payment no later than sixty (60) days from written notification to the City that an assignment, as properly assigned by the City per Section 1, above, is completed. c. Payment by City shall be made within forty-five (45)days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. 3. TERM i This Agreement shall commence on the date first written above for a three (3) year term ("Term") with the option for the City, at its sole discretion, to grant a two (2) year extension, ("Extended Term") exercisable by a writing signed by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages,employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"), Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. G. INSURANCE; MINIMUM SCOPE AND LIMIT OF INSURANCE a. Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term and Extended Term, if applicable, of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City.Total cost of such insurance shall be borne by Consultant. 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrclla/excess insurance policies. 2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation (WIC): as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident,policy or employee,for bodily injury or disease.Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance (PL): with limits no less than $2,000,000 per occurrence or claim,and $4,000,000 aggregate. b. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Where the policy limits are greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference in to the Agreement. c. The above required insurance policies are to contain or be endorsed to contain the following provisions: I. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds,under Consultant's CGL,PL,and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant and its Insurance company(ics)agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of the CGL,AL, PL, and WIC policies, arising from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended,voided, reduced in coverage or in limits,non-renewed by the carrier, or materially changed except after thirty (30)days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Community Development Agency, 20 Civic Center Plaza, M-25, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. i I d. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention e. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. f Verification of Coverage. Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. g. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees,contractors, special counsel, and representatives from liability: (1) for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of,or effects,arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may snake all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited,to the extent required by Civil Code Section 2782.8, to claims that arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement, including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings,and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. i 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION discriminate because of race color,creed religion,sex,marital status, Consultant shall not sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City.Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, to the extent required by law, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant satisfactorily and in accordance with the scope of work contained in Exhibit A and all applicable SAMC requirements prior to receipt of such notice of termination. Further,the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach,failure, right or remedy.No waiver of any breach, failure or right,or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice,tender, demand,delivery,or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section,to the following persons: To City: City Cleric City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza(M-15) P.O. Box 1988 Santa Ana, California 92702 And Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza(M-25) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Nastich Law, a Professional Corporation Attn: Summer L.Nastich, President and CEO 2341 Derby Street Berkeley, CA 94705 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennife all Alvaro Nunez C Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO NASTICH LAW,APC City Attorney La- By: Melissa M. Crosthwaite Summer L. Nastich Senior Assistant City Attorney President and CEO RECOMMENDED FOR APPROVAL: ACP.,YQNA`P.Y2 NlA(a M-d,,rnme.a J. h27.2Dv u0r5r) Alex Trinidad Acting Executive Director Finance & Management Services Agency w 1� CITY OF SANTA ANA EXHIBIT A SCOPE OF SERVICES Services performed by Consultant shall include, but are not limited to the following: A. GENERAL" REQUIREMENTS 1. For firms with multiple neutrals, the City must approve in advance, in writing, any neutrals that may serve as a hearing officer for the City. 2. Comply with the Model Code of Ethics published by the National Association of Hearing Officials. 3. Comply with all City ordinances, municipal code, charter, policies, procedures, rules, and regulations. 4. Prepare for hearings as scheduled by City staff, including notification of the hearing type, date, time, and location to petitioner/appellant. 5. Review case documentation submitted with petitions or appeals, and identifying and communicating potential concerns to the City. 6. Perform legal research, and interpret complex statutes, policies, and procedural guidelines. 7. Instruct participants in hearing of their rights and applicable hearing procedures. 8. Conduct hearings in a fair, impartial, courteous, and professional manner. 9. Hear testimony and evidence from parties regarding the issues. 10. Prepare written decisions, which set forth the legal and evidentiary basis for the decision, and adopt findings as required by the particular provisions of the Santa Ana Municipal Code (SAMC). 11. Perform all other services as outlined in the resulting agreement for services upon award. 12. Hearing Officers will confirm the absence of conflicts before undertaking any new matters for the City. Hearing Officers will inform and seek the consent of the City before representing another client in any matter directly averse to the City (e.g., transactions, negotiations, proceedings, or other representations involving specific parties). 13. Hearing Officer will be required to provide Hearing Officer services upon acceptance of assignments. Failure to comply with statutory or City required timelines for scheduling hearings may be cause for termination of the Agreement with the City. 14. Hearing preparation could include, but is not limited to, reading the file materials and familiarization with SAMC provisions at issue, hearing materials, and rules of evidence. 15. Virtual Hearings: City will provide virtual meeting link to all parties. The dates and times of said hearings shall be designated by the City, but normally will be conducted during the City's Regular Business Hours. City of Santa Ana RFP No.24-127 Page 17 of 34 "�► CITY OF SANTA ANA a. The City's Regular Business Hours, excluding City holidays, are: • Monday through Thursday from 7:30 AM to 5:30 PM; and • Alternate Fridays from 8:00 AM to 5:00 PM 16. In-Person Hearings: City will provide hearing rooms, use of copiers, documents, materials, and equipment necessary for carrying out hearings. Locations and times of said hearings shall be designated by the City, but normally will be conducted during Regular Business Hours of the City. • Hearings held in person will be held at Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701, 17. All hearings shall be conducted in English and, if necessary, with the assistance of foreign language translator as provided by petitioners/appellants/applicants/contesting parties or the City. 18. City staff will coordinate the recording of hearings, if applicable. Assistance may be requested from the Hearing Officer during recording sessions. 19. Hearing Officers shall have a duty to notify the City of any actual conflict of interest or suspected conflict of interest immediately upon discovery, for consideration of appointment of an alternative Hearing Officer. B. REPORTS AND DELIVERABLES 1. Hearing Officers shall be required to submit a typed Statement of Decision for each hearing conducted within the statutorily or City required time following the closing of the hearing record in a format approved by the City. The decision shall include findings, conclusions, and provide judicial review information. Failure to comply with required timelines for issuing written decisions may be cause for termination of the Agreement with the City. 2. Hearing Officers shall provide a detailed invoice for services rendered each month, including the case number, hearing date, time incurred, and hourly rate. C. APPLICABLE SANTA ANA MUNiCIPLE CODE (SAMC) Administrative Hearing Officers and their relevant services will be made available per SAMC for the subject areas listed below. Full text for all SAMC referenced herein is available at: https://www.santa- ana.orcilcharter-and-municipal-codeI 1. Code Enforcement • Related to the broad enforcement of the City of Santa Ana Municipal Code, including but not limited to administrative citations issues for property maintenance violations, nuisance abatement, building code violations, lack of a permit issuance, revocation/denial of Certificates of Occupancy, planning/zoning, and all other Code Enforcement abatement actions • Other hearings may be requested in other City of Santa Ana Agency's/Departments outside of the Planning and Building Agency at the approval of the Executive Director of Planning and Building or their designee. City of Santa Ana RFP No.24-127 Page 18 of 34 (9) CITY OF SANTA ANA 2. Environmental Sanitation Violations • SAMC § 1-18.2 and SAMC § 1-21 • Related to administrative citations issued by Sanitation Inspectors for right-of-way obstructions, illegal advertising, and weed/rubbish abatement 3. Buildings and Structures • SAMC § 8 (Various Subsections) • Related to the enforcement of state building standards and the denial of permits, approvals, certificates of occupancy, or completion 4. Rent Stabilization and Just Cause Eviction • SAMC § 8-3145(f) (Per Ordinance No. NS-3052) • Related to the Petition Process involving landlord(s) and tenant(s), under the City's Rent Stabilization and Just Cause Eviction Ordinance (which limits rent increases, mandates "just cause" requirements for termination of tenancies, and establishes a rental registry) 5. Refuse Violations • SAMC § 16 (Various Subsections) • Related to administrative citations issued for the improper dumping and elimination of paper, cans, bottles, ashtray accumulations, refuse, trash, rubbish, or other filth in any public or private properties 6. Public Safety Sensitive Business Establishments • SAMC § 18-90 through 18-105; SAMC § 22-1 through 22-16 • Related to public safety regulation of certain businesses including tobacco retail licenses and massage establishments 7. Non-Regulatory Business License Tax • SAMC § 21-41 • Related to the determination of the amount of license tax due to the City from any business operator(aside from cannabis), with any penalties, interest, and charges (including fees) 8. Cannabis Business License Tax • SAMC § 21-41 • Related to the determination of the amount of license tax due to the City from a cannabis operator, together with any penalties, interest, and charges (including service fees) 9. Hotel Visitors Tax (more commonly known as Transient Occupancy Tax) • SAMC § 35-133 • Related to the determination of the amount of tax due to the City from a transient occupying a hotel based upon the rent charged by the operator 10. Utility Users Tax for Electric, Gas & Telecommunications Services • SAMC § 35-173 • Related to the determination of the amount of tax due to the City from every person using electricity, gas, and telecommunication services within Santa Ana City of Santa Ana RFP No.24-127 Page 19 of 34 Exhibit B Cost Proposal. The cost proposal is $250/hr for work, i.e., reading submissions, performing legal research, hearing arguments (regardless of whether virtual or in person), drafting awards,etc. No charge for learning (i.e., reviewing and getting familiar with codes or provisions). No charge for travel time or non-work time (e.g., putting something in the mail). No charge for travel-related costs such as milage, hotels, parking, etc. No cancelation fees or charges. No charge for no-show applicants other than the actual time spent preparing or attending the hearing(i.e., no sur-or additional charge for no shows). No minimum charges. No charge for Initial Orientation or Subsequent Trainings. Extraordinary costs,such as printing costs in excess of$50 or hearing room rentals will be passed through with no markup, but only with the City's prior approval. Invoices providing the dates of service,a description of the services,the time spent,and the total amount for each line item and over the course of the month will be sent monthly. Requested payment schedule is negotiable, but requested to be net 60 days. i i Nastich Law,a Professional Corporation's Proposal to the City of Santa Ana to Provide Administrative Hearing Officer Services Page 5 of 5 Santa Ana-Natisch Law - Administrative Hearing Officer (Final with exhibits)(2019407. 1 ) SLN 021325 Final Audit Report 2025-02-28 Created: 2025-02-27 By: Kristin Andrade(kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAATJSxleau4z7VKSLg2H89z2AuKin3o9w1 "Santa Ana-Natisch Law - Administrative Hearing Officer (Final with exhibits)(2019407. 1 ) SLN 021325" History n Document created by Kristin Andrade (kandrade@santa-ana.org) 2025-02-27-5:29:48 PM GMT . Document emailed to Alexander Trinidad (atrinidad@santa-ana.org) for signature 2025-02-27-5:30:07 PM GMT Email viewed by Alexander Trinidad (atrinidad@santa-ana.org) 2025-02-28-2:08:25 AM GMT Cep Document e-signed by Alexander Trinidad (atrinidad@santa-ana.org) Signature Date:2025-02-28-2:08:57 AM GMT-Time Source:server Agreement completed. 2025-02-28-2:08:57 AM GMT Adobe Acrobat Sign Aco 0 CERTIFICATE OF PROPERTY INSURANCE 9123/M'DD'YY"Y' 9/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. PRODUCER CONTACT NAME: Hiscox Inc.diblal Hiscox Insurance Agency in CA PHONE g44-357-0403 FAX 5 Concourse Parkway Arc No): E-MAIL Suite 2150 ADDRESS: r-ontact@hiscox.com Atlanta GA,3032B PRODUCER CUSTOM ER ID I Angie Ac ve INSUREDl'-% Hjcrn t 00 Nastich Law,a Professional Corporation INSURER B: 2341 Derby Street Berkeley,CA 94705 INSURER C: INSURER D: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: LOCATION OF PREMISES I DESCRIPTION OF PROPERTY (Attach ACORD 101,Additional Remarks Schedule,it more space is required) 2341 Derby Street,Berkeley,CA 94705 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS LTR DATE(MM1DDfYYYY) DATE(MMIDD/YYYY) X PROPERTY BUILDING $ CAUSES OF LOSS DEDUCTIBLES X PERSONAL PROPERTY $ $ 10,000 BASIC BUILDING X BUSINESS INCOME $. BROAD CONTENTS P103.767.918.1 09/0712024 09/07/2025 X EXTRA EXPENSE $ A X SPECIAL $500 RENTAL VALUE $ EARTHQUAKE BLANKET BUILDING WIND BLANKET PERS PROP FLOOD BLANKET BLDG&PP $ INLAND MARINE TYPE OF POLICY $ CAUSES OF LOSS NAMED PERILS POLICY NUMBER $ CRIME TYPE OF POLICY $ $ BOILER&MACHINERY 1 $ EQUIPMENT BREAKDOWN $ SPECIAL CONDITIONS I OTHER COVERAGES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Administrative Hearing Officers(24-052) CERTIFICATE HOLDER CANCELLATION City of Santa Ana 20 Civic Center Plaza,M-17 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Santa Ana,CA 92701 THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PRC w, a FJskMatmgemalEDMsIon AUTHORIZED REPRESENTATIVE W IREmmim&APPROVE)ft Risk Management Specialist O 1995-2015 ACORD ACORD 24(2016/03) The ACORD name and logo are registered marks of ACORD ® DATE(MMIODIYYYY) A`�a CERTIFICATE OF LIABILITY INSURANCE 09/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate_does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc.dlblal Hiscox Insurance Agency in CA PHONE - FAX C Na Ext: (888)2023007 AIC No): _ 5 Concourse Parkway EMAIL ss: contact@hiscox.com Suite 2150 Atlanta GA,30328 INSURERS AFFORDING COVERAGE NAIC# INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B Nastich Law,a Professional Corporation INSURER C 2341 Derby Street Berkeley,CA 94705 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE IN p POLICY NUMBER MMPDD/YYYY MMIDDIYYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PREMISES IEa occurrence) $ 0 X_ CGL is an BOP Form MED EXP(Any one person) $ 10,000 A Y P103.767.918.1 09/07/2024 09/07/2025 PERSONAL&AOV INJURY $ 0 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑ PROJECT LOC PRODUCTS-COMPIOP AGG $ 2.000,000 $ OTHER: A COMBINED SINGLE LIMIT AUTOMOBILE LIABILITYaccident) $ Ea accldenl ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED P103.767.918.1 09/07/2024 09/07/2025 BODILY INJURY(Per accident) $ AUTOS (AUTOS PROPERTY DAMAGE A X X NON-OWNED Per accident $ HIRED AUTOS AUTOS GIST HNOA LirT $ 1,000.000 (per occurrence UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN ANYPROPRIETORIPARTNERIEXECUTIVE ❑ EL EACH ACCIDENT $ OFF ICERIMEMBER EXCLUDED? N!A (Mandatory in NH) E-L-DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L-DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RF:Administrative Hearing Officers(24-052) CERTIFICATE HOLDER CANCELLATION City of Santa Ana Center hA-17 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Centor Plaza Santa Ana, THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN 9 lazy ACCORDANCE WITH THE POLICY PRC o..a R .�at^ AMr uVma,tl7Mdon AUTHORIZED REPRESENTATIVE Y REVIEwED&APPRoVID BY: F3,Er �- A AE�ucdo y rid Risk Management Specialist O 1988-2015 ACORD ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD `y 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: I ILPLI0577408 Renewal of: I ILPLI0577407 Item 1 Named Insured and Address Item 2. Producer Name Nastich Law,a Professional Corporation ,A MBA 2341 Derby Street PO BOX 950386 Berkeley,CA 94705 MINNEAPOLIS,NIN 55485-0386 Item 3. Policy Period From To 12:01 A.M. Standard Time at the address 7/22/2024 7122 2025 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 $ 5,000 Per Claim The deductible amount specified above applies to both damages and claim expenses. Item 6. Premium $ 11,253,00 Amount No, of Lawyers I Item 7. Forms Attached at Issue 05 ML0002 05A 12 14 AIC Signature Page 05 LPL0002 05 04 17 Policy Form 00 LPLO175 00 04 17 Network Security Endorsement 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 relatlng to this insurance, Do Not Write Remarks Countersigned At Issue Date In This Box MINNEAPOL€S 5i8I2024 ✓l��i� `ffalz RhleM entotEi)tvtefan Z. — RRnEWM&AIPRMavM sr Authorized Representative Risk ManagementSpetialist 05 LPLD0090 00 12 03 Arch Insurance r California Signature Page IN WITNESS WHEREOF, Arch Insurance Company has caused this policy to be executed and attested. Brian D. First Regan Shulman President Secretary RA Mww&vmmtDM91an REVIEWED&APPROVED 8Y: Risk Management Specialsst 05 ML0002 05A 12 14 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 tho emttlemant thharmnf as it deems expedient, but the Company shall not commit the Insured to any se oe w 0 consent. If the Insured refuses to consent to any settlement recommended by the C "P "`� DMdm REME M&APPROVED Sr Risk Management Specialist ` 05 LPL0002 05 04 17 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 INSURED 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 partners, officers, directors, stockholders or employees of any person or entity specified in item A. or B. above (except as provided in I. below), but only while acting within the scope 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 while 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. I. Any past partner, officer, director, stockholder, or employed lawyer of any person or entity specified in 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 a,,on. � Company's liability is limited as follows: ,� z y REvEwm&AppeovEDEh" Risk Management Specialist 05 LPL0002 05 04 17 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 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 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. as_°n,t.t Risk MmaganatU +' z REMEWm&APPRovm Br 05 LPL0002 05 04 17 Risk Management Specialist 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 will 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 amount 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 shall in no event exceed $10,000; and B. Up to $25,000 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 an rumor artinn as tha insurer may be liable under any workers' compensation, unemplo} disability or pension benefits law, or any similar laws, including bi REVIEWED�� ,® G 4 t Br �Mwl KtSK managementSpeciflist 05 LPL0002 05 04 17 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 unauthorized appropriation of ideas based upon alleged breach c a poF.Ne4 RieleMnmagemenkDiv�lfln r t?A RkmEwm&Amovm 9Y: 05 LPL0002 05 04 17 Risk Management Specialist 4. infringement 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. Vill. DEFINITIONS When used in this policy(including endorsements forming a part hereto): "Alternative Dispute Resolution" means the use of arbitration or mediation. "Claim" means a demand for money or services, or the filing of suit or institution of arbitration proceedings or Alternative Dispute Resolution naming an Insured and alleging a negligent act, error, omission or Personal Injury resulting from the rendering of or failure to render Professional Services. Claim does not include 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 therewith, 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 entire 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 iftwhere 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 policy. 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 or 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, wron #iti rantry nr avirtinn other invasion of private occupancy, or malicious prosecution; (b) the public takMmagmwdMblon libel, slander or other defamatory or disparaging material, or a publication s}� `` REnEwED&AFPRoVMBY: Risk Manrgement Speoidist O5 LPL0002 05 04 17 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" means knowledge 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 cover liability and defense if and only if all other applicable insurance f .9a°'�"°r `&` y. f�VIEV/Ef]�1&/1PPRLA�7J®BY: RL*Management Spedztist 05 LPL0002 05 04 17 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 have been assumed by the successor law firm; provided this policy does not apply to Professional Services 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 practicable. 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, ci deliberately wrongful acts or omissions by any Insured; or o �M"1° F�01L $A, ReAP&Eo&APPRov®6r. � �aevedo Risk Management specimist 05 LPL0002 05 04 17 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 default or 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 with respect 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 Extenders 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 she Is this policy for a greater proportion of the Damages or Claim Expense Risk W*gmedo !' L REmEwm&APPRov®ar. ® RisicManagement Spedalist 05 LPL0002 05 04 17 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 subrogated 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. I. Changes: The terms of this policy shall not be waived or changed except by endorsement issued to form a part of this policy. J. 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. K. 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 less 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-rata 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 the 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 the return of unearned premium. In case of non-payment of premium only thirty (30) days written 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 f part of the risk insured. h' REVI xleleM�rsgema�tri[v�stcm EWED&APPROVED Br. Risk ManagementSpeciilist 05 LPL0002 05 04 17 IQ 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. M. 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. Cancel lation/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 p ina of thirr»-civ IqR) months; or •4}� a E�WEI)•r&/�PPRfN®�fd919R y' A.,p Acevedo . �- Risk Management Specialist 05 LPL0002 05 04 17 (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 Insured during this Extended Reporting Period for 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. Retiree Provision: Notwithstanding CONDITION 0.1. above, the Named Insured shall also have the right to have an endorsement issued extending the reporting period 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; (A) 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; then 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) written notice of this election is given to the Company within sixty (60) days after termination of this policy; and (c) 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 nonrenew 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 period following the effective date of such cancellation or nonrenewal arovided that: d�».oR.M1s�R WakMamqemattDivWm REMek ' Risk Management Specialist 05 LPL0002 05 04 17 (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 Insured under 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. Unon written demand, the Insured shall repay such amounts to the Compan thereof. Failure to pay any amount indicated may lead to policy cancell 1RJ9kManmganadDWWWn ' a REmEwED&AaPRovm Br. ' A�AaeveaCo Risk Management Specialist 05 LPL0002 05 04 17 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. a..oR.„,� RiekMwtaganeattDiv4sinn A RE Amm&APPRWm By: °' R Aeweda ` ' Risk Management Specialist 05 LPL0002 05 04 17 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 1 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. ,,,.s„atc Risk T�is�t:agetna:EDiviainn _- Rt BUM&APPRaAD BY. cy �+�.e f�eweat:r; 05 LPL0002 05 04 17 Risk Management Spedalist THIS ENDORSEMENT 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$785 1. The Insuring Agreements designated with an X below will be added to the policy: Insuring Agreements Sub-Limit of Deductible Prior Acts Liability Exclusion Date C. Data Incident $250,000 $5,000 Response Expense each Network each Network Security Per Policy Security Breach Breach or Privacy or Privacy Violation Violation D. Network Security and $2,000,000 $5,000 Per Policy Privacy Liability Coverage each Claim each Claim 2. The language for the Insuring Agreements] 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. occurring on or after the Prior Acts Exclusion Date; b. discovered during the Policy Period; and C. reported 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: T µc^1Hs�c Ri6llMsntage�na2El?[+haion ad.- ar REVIEWED&APPRovED BY: A Acev44 2 Risk Management Specialist 00 LPLO175 00 04 17 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 (112) 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 tl applicable deductible specified in Paragraph 1 of this EndorsemE REVIEW®&APPROVED EIr Risk Management Specialist 00 LPLO175 00 04 17 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 111. 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. 1. 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, Rick TAanggematE Division Re <Y m wm&APPROVED Br. Risk Management Spewdist 00 LPL0175 00 04 17 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, emaiis, 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 bene compensation, disability benefits, improper payroll deductions. ,N.°1�'ct' RAMemgmedMbEan RE%nEwED&APPR v®sr. AP AegV44 Risk Management Specialist 00 LPLO175 00 04 17 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.; B. 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 ovunPd nr IPa�Pri by a Named Insured, and is under the direct operational control of the Named Irk ,w 3 RE nexED&ArPRavm Eh- Risk Management specialist 00 LPL0175 00 04 17 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 computer resources 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. RiekMwwga attDh61an fi .r Eg z ROAMED�y&RrpRupv®""8h" It fIG4U�sa 1 Risk Management Specialist -_ 00 LPLO175 00 04 17 "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 Accountablity 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 A.JU AlIV44 f` Risk Managementspeaah5t 00 LPLO175 00 04 17 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 ClaimsAArchinsurance.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. ❑ 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 RIalcManagemrnEDivision Qaa RmAEwED&APPRovED Sr. Aqu Asev4�- Risk Management Specialist 00 LPLO175 00 04 17 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: 4 Policy Number: 11 LPL10577408 Named Insured: Nastich Law, a Professional Corporation This endorsement is effective on the inception date of this Policy unless otherwise st Is 00, s�r FjskmantigementDiuimlan RwPR Endorsement Effective Date: 7/22/2024 3i �1 ¢ D&� � ' ° A -�,Auv44 Risk Management SpedAist 00 LPLO175 00 04 17 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—hftp://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 refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. R1sklNatVmatti)ivi = i. REV eNM&APPROVED BY. 00 ML0065 00 06 07 Includes copyrighted material of Insurance Services Risk Management Specialist Office, Inc. with its permission. CONTINUING EDUCATION VOUCHER Policy Number 11 LPL I0577408 Effective Date 7/22/2024 Named hisured Nastich Law, a Professional Corporation Insured Attorney Summer Nastich 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 AMBA. 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, AMBA, at(800) 343-0132 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 MOLE rules and your compliance obligations is available on The State Bar website at www.calbar.ca.gov. Risk Mwagamat Dmstnrt REVIEWED&APPROVED Br. ——_� risk Management Specialist DATE(MM/DD/YYYY) ACORN® CERTIFICATE OF LIABILITY INSURANCE Ill09/O8/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc.d/b/a/Hiscox Insurance Agency in CA PHONE FAX A/C No Ext: (888)202-3007 A/C No): 5 Concourse Parkway E-MAIL Suite 2150 ADDRESS: contact@hiscox.com Atlanta GA, 30328 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Hiscox Insurance Company Inc 10200 INSURED INSURER B Nastich Law,a Professional Corporation INSURERC: 2341 Derby Street Berkeley,CA 94705 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICPOLICY NUMBER MM/DDY EFF MM/POLICY EXP DLIMITS LTR X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR DAMAGEPREMISES TO EREa ocNTEcurrenc D $ 0 e X CGL is on BOP Form MED EXP(Any one person) $ 10,000 A Y Y P103.767.918.2 09/07/2025 09/07/2026 PERSONAL&ADV INJURY $ 0 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED P103.767.918.2 09/07/2025 09/07/2026 BODILY INJURY(Per accident) $ AUTOSAUTOS A NON-OWNED PROPERTYDAMAGE X HIREDAUTOS X AUTOS Per accident $ CGL HNOA Limit $ 1,000,000 per occurrence UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) RE:Administrative Hearing Officers(24-052) Tu Tran Digitally sign d by Tu Tran Ngu en Date: 5.04.0 Nguyen 114:3907-07' 09 2 APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 2:36 pm,Sep 09,2025 City of Santa Ana 20 Civic Center Plaza, M-17 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Santa Ana,CA 92701 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 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: IILPLI0577409 Renewal of: IILPLI0577408 Item 1 Named Insured and Address Item 2. Producer Name Nastich Law,a Professional Corporation AMBA 2341 Derby Street PO BOX 850179 Berkeley,CA 94705 MINNEAPOLIS,MN 55485-0179 Item 3. Policy Period From To 12:01 A.M. Standard Time at the address 7/22/2025 7/22/2026 of the Named Insured as stated herein. Item 4. Limit Liability $ 2,000,000 Each Claim APPROVED $ 4,000,000 Aggregate By Tu Tran Nguyen at 2:38 pm,Sep 09,2025 a.Claims expenses are included within the Limit of Liability. Item 5. Deductible $ 5,000 Per Claim The deductible amount specified above applies to both damages and claim expenses. Item 6. Premium $ 9,996.00 Amount No. of Lawyers 1 Item 7. Forms Attached at Issue 05 ML0002 05A 12 14 AIC Signature Page 05 LPL0002 05 04 17 Policy Form 00 LPLO175 00 04 17 Network Security Endorsement 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 Remarks Countersigned At Issue Date In This Box MINNEAPOLIS 7/16/2025 —Y"� —a- 7/16/2025 Authorized Representative Countersign Date 05 LPLD0090 00 12 03 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 INSURED 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 partners, officers, directors, stockholders or employees of any person or entity specified in item A. or B. above (except as provided in I. below), but only while acting within the scope 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 while 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. I. Any past partner, officer, director, stockholder, or employed lawyer of any person or entity specified in 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 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 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 will 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 amount 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 shall in no event exceed $10,000; and B. Up to $25,000 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. infringement 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. Vill. DEFINITIONS When used in this policy (including endorsements forming a part hereto): "Alternative Dispute Resolution" means the use of arbitration or mediation. "Claim" means a demand for money or services, or the filing of suit or institution of arbitration proceedings or Alternative Dispute Resolution naming an Insured and alleging a negligent act, error, omission or Personal Injury resulting from the rendering of or failure to render Professional Services. Claim does not include 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 therewith, 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 entire 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 policy. 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 or 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" means knowledge 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 have been assumed by the successor law firm; provided this policy does not apply to Professional Services 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 practicable. 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 deliberately 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 default or 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 with respect 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 subrogated 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. I. Changes: The terms of this policy shall not be waived or changed except by endorsement issued to form a part of this policy. J. 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. K. 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 less 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-rata 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 the 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 the return of unearned premium. In case of non-payment of premium only thirty (30) days written 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. M. 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 Insured during this Extended Reporting Period for 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. Retiree Provision: Notwithstanding CONDITION 0.1. above, the Named Insured shall also have the right to have an endorsement issued extending the reporting period 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; (i i) 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; then 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) written notice of this election is given to the Company within sixty (60) days after termination of this policy; and (c) 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 nonrenew 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 period 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 Insured under 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 ENDORSEMENT 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$697 1. The Insuring Agreements designated with an X below will be added to the policy: Insuring Agreements Sub-Limit of Deductible Prior Acts Liability Exclusion Date ® C. Data Incident $250,000 $5,000 Response Expense each Network each Network Security Per Policy Security Breach Breach or Privacy or Privacy Violation Violation ® D. Network Security and $2,000,000 $5,000 Per Policy 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. occurring on or after the Prior Acts Exclusion Date; b. discovered during the Policy Period; and C. reported 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 LPLO175 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. I. 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 computer resources 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 LPLO175 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 LPLO175 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(a)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. ❑ 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: 4 Policy Number: 11 LPL10577409 Named Insured: Nastich Law, a Professional Corporation This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 7/22/2025 00 LPLO175 00 04 17 Page 9 of 9 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 refunds may 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 11LPL10577409 Effective Date 7/22/2025 Named Insured Nastich Law, a Professional Corporation Insured Attorney Summer Nastich 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 AMBA. 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, AMBA, at(800) 343-0132 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. CITY OF SANTA ANA Risk Management a division of Human Resources Managing Risk through Awareness and Action 0- AFFIDAVIT OF EXEMPTION FOR WORKERS' COMPENSATION INSURANCE I, Summer L. Nastich ("Representative"), attest that I am an authorized (Name and Title of Vendor Representative) representative of Nastich Law, a Professional Corporation ("Company"), and (Consultant/Company Name) possess the authority to legally bind Company. In my capacity as Representative of Company, I represent and confirm the following, as relates to the in relation to RFP No.4-127 agreement between Company and City of Santa Ana, agreement number ("Agreement")to provide Hearing Officer Services ("Services"): (Services to be provided under agreement/contract) During the course and scope of Company's agreement with the City of Santa Ana,Company will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if Company should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, Company shall forthwith comply with the provisions and provide proof of workers' compensation coverage immediately. If at any time it is found that Company is not adhering to any and/or all of the statements in this document and does not maintain the minimum workers'compensation insurance coverage as required in the Agreement,it will be considered a breach of Agreement rendering the Agreement null and void and Company will be fully liable for any and all damages. 9/9/25 Signature Date Summer L. Nastich Print Name President and CEO Title (415) 794-4210, summer a@nastichlaw.com Contact hiformation,i.e.,Telephone Number and/or Email Address WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSANT DOLLARS($100,000).IN ADDITION TO THE COST OF COMPENSATION,DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST,AND ATTORNEY'S FEES. Affidavit of Exemption for Workers'Compensation Insurance 11.12.2024 Hiscox Insurance Company Inc. AA HISCOX encourage courage- Endorsement 2 NAMED INSURED: Nastich Law, a Professional Corporation Waiver of Transfer of Rights of Recovery Against Others Page 1 of 1 In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed the General Terms and Conditions are amended as follows: SCHEDULE Person(s)or Organization(s) n/a The following is added to the end of Section V. Other provisions affecting coverage, K. Subrogation: However,with respect to any loss under the General Liability Coverage Part,you may waive your rights of recovery against the person(s)or organization(s)listed in the Schedule above for: 1. an occurrence that caused bodily injury or property damage; 2. personal and advertising injury caused by an offense arising out of your business operations; or 3. bodily injury and property damage included in the products-completed operations hazard. Endorsement Effective: September 7, 2025 Policy No.: P103.767.918.2 By: Mary Boyd (Appointed Representative) BOP E1006 CW(11/19) Includes copyrighted material of Insurance Services Office, Inc.with its permission Hiscox Insurance Company Inc. Am HISCOX encourage courage- Endorsement 32 NAMED INSURED: Nastich Law, a Professional Corporation Blanket Additional Insured -Clients and Lessors of Premises Page 1 of 1 In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed the General Liability Coverage Part is amended as follows: I. The following are added to the end of Section III.Who is an insured: CL-A. Clients If you have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Coverage Part, any person or organization for whom you are performing operations is an insured, but only with respect to liability arising out of: 1. your acts or omissions or of those acting on your behalf; and 2. the performance of your ongoing operations for the additional insured. A person or organization's status as an additional insured under this subsection CL-A ends when your operations for that additional insured are completed. CL-B. Lessors of premises If you have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Coverage Part, any person or organization from whom you lease any premises is an insured, but only with respect to liability arising out of the ownership, maintenance, or use of that part of the premises leased to you. However,the coverage afforded to such additional insured(s)does not apply to any liability arising out of structural alterations, new construction,or demolition operations performed by or for such additional insured(s). A person or organization's status as an additional insured under this subsection CL-B ends when you cease to be a tenant in the premises. Endorsement Effective: September 7, 2025 Policy No.: P103.767.918.2 By: Mary Boyd (Appointed Representative) BOP-GL E5025 CW(11/19) Includes copyrighted material of Insurance Services Office, Inc.with its permission