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HomeMy WebLinkAboutAGMT - Bob Hall & Associates PROFESSIONAL SERVICES AGREEMENT Between �F SEAI s \�ppRPORV qty o Q 9 � Q 2�Fo 9 2.7 C�UNTI GP City of Seal Beach 211 8th Street Seal Beach, CA 90740 Bob Hall & Associates 21050 Pacific City Circle, Suite 5123 Huntington Beach, CA 92648 This Professional Service Agreement ("the Agreement') is made as of September 23, 2019 (the "Effective Date"), by and between Bob Hall & Associates ("Consultant'), and the City of Seal Beach ("City'), a California charter city, (collectively, "the Parties'). 57296-0001\1236808vt.doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict_between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant; will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue until the earlier!of the date the position is filled or June 30, 2020, unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $18,500. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. 2ofg S7296-0001\1236808v1.doc 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice pursuant to the Project Costs set forth in Exhibit A. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4:2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Bob Hall is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United. States Mail, first class postage prepaid and addressed to the party at the followingaddresses: 3 of 9 S7296-0001\1236808v1.doc To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attm City Manager To Consultant: Bob Hall & Associates 21050 Pacific City Circle Suite 5123 Huntington Beach, California 92648 Attn: Bob Hall 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4 of 9 57296-0001M368080,doc 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form'CG 0001); and, if required by the City, (2) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees; agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, 5of9 57296-0001\1236808v1.doc officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees') free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment ofall all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, 6 of 9 S7296-0001\1236606vt.doc officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not 'limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7of9 S7296-0001\12368080.doc 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from 8of9 S7296-0001\1236808v1.doc the lasing party all of its attorneysfees and other costs incurred in connection therewith. 22.0 Exhibits Ail exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duty authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF. the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT f t f`i By: By C� . Jill alngnam4C4Mgc�7r— Narnc �I Attest: Its: (1wK�.•! By: By: tibr% D. Harpy, Ci€ le Name: Appreved as to Four' Its: 3y_ Cralg A, Sieelc: City Attorney 9of9 a729SACC a;.3a8LY3Ecr,: Exhibit A 0 0 Ir 4 zr . . Ak September 3, 2019 Dear Ms. Ingram: Bob Hall &Associates is pleased to submit this proposal to conduct a search for the position of Director of Finance for the City of Seal Beach, If selected, Bob Hall will be the point of contact and lead project director for this search, As former City Manager of Laguna Niguel, Stanton, and Fountain Valley, Bob Hall's substantial knowledge and experiences will help the City of Seal Beach find a candidate that fits the Ideal criteria for the position. Recent placements done by Bob Hall include the City of Laguna Niguel and the City of Stanton. While nota large firm, Bob Hall &Associates' network encompasses a strong talent pool and will add the personal, individualized attention that each search requires. Attached Is a summary of the search process and the services that the Bob Hall &Associates team Is willing and able to offer the City of Seal Beach. For morej Information or clarification, do not hesitate to contact Bob Hall at (714) 309-9104. We appreciate the opportunity to be considered to aid in the Director of Finance position search. Should you select our team, we are prepared to proceed Immediately. Sincerely, Bob Hall i �u Executive Summary The City of Seal Beach has requested our proposal to assist in the identification and recruitment for the position of Director of Finance. The Bob Hall &Associates team is well connected throughout California with a keen knowledge of talent in the Orange County and is prepared to offer a strong pool of top candidates. At Bob Hall &Associates, we pride ourselves in adding a personal, individualized touch to each recruiting search. We begin the process by meeting with organization leaders to obtain a complete indication of the qualities of the ideal candidate. This emphasizes the importance in establishing a criterion for the position specific to the needs of the organization. Our focus is putting both the City and the candidate in the best environment and situation to succeed. Our advertisement, outreach, and overall recruitment strategy will be tailored to the City's desires. Bob Hall brings over 30 years of experience in municipal government and leadership. Most recently, Hall has served as interim City Manager for Laguna Niguel and Stanton. During these stints, he ran the recruiting search for the City Manager position in both cities. Prior to the interim positions, Bob Hall was the City Manager for the City of Fountain Valley where he oversaw the $80 million budget, 225 employees, and quarterbacked their Fiscal Sustainability Plan which will provided the necessary funds to cover their long-term financial needs. He also served as Assistant City Manager for the City of Huntington Beach where he oversaw the day to day operations of the departments of Human Resources, Finance, IT, Community Services, Community Development and Public Works. Before assuming a leadership role, he worked in many departments, including General Services Director for the City of Riverside. Bob Hall holds a Bachelor's degree In Physical Education and a Master's degree in Public Administration from California State University,San Bernardino. Hall is a member of ICMA, former Board Member of Cal ICMA and has been an invited guest lecturer at Cal-State Northridge, Cal-State Fullerton and Long Beach State University. References Bob Hall &Associates is happy to offer references if desired by the City. Below are testimonials of the efforts of Bob Hall & Associates team in recent City Manager searches. "Bob is very conscientious and works hard to match the candidates to the desires of the organization. He kept me well informed throughout the process to ensure a clear understanding of the process."- Tamara Letourneau, Laguna Niguel City Manager "Bob Hall was very professional and did a great job of communicating throughout the recruitment process. He was able to give me a run down on the needs of the organization as well as the dynamics of the City Council to ensure I was a proper match for the organization."- Jarad Hildenbrand, Stanton City Manager Recruiting Process Task #1: Create Position Profile Bob Hall will meet with the City to discuss the strategy for the search as well as communication preferences and project timellne. Bob Hall will be in touch with the City throughout the process keeping them up to date. In the meeting, the search criteria will be determined to help aid the Bob Hall &Associates team in narrowing the search to appropriate candidates based on the specific goals and qualities of the organization. Task #2: Outreach and Recruiting Outreach Outreach begins with the creation of a job announcement that will be advertised for the public to see on other online platforms Public CEO, California City News, Governmentlobs.com and in Western Cities magazine. Candidate Identification Following the creation of thejob announcement and advertisement of the position, the Bob Hall &Associates team will actively seek out qualified candidates tapping into the network of talented prospects both local to Orange County and across the State of California. Unlike other firms, Bob Hall &Associates focuses on adding a personal touch to the identification process by tailoring the recruiting process to the needs and desires of the organization. Both advertisement and active recruiting will result in a collection of applications and resumes from potential candidates leading to a deeper evaluation of each individual. Task #3: Candidate Assessment Screening Every application will be carefully examined and those that most closely fit the criteria indicated by the organization will be subject to a more thorough evaluation. Such evaluation will focus on aspects such as professional experience, size and complexity of current organization as compared to the advertised position. Initial Research and Interviews Research will be conducted on top candidates in the form of Internet searches and other public profiles to ensure prospects' values, experiences, and history match the criteria established by the organization. Following research, preliminary interviews will be conducted via phone, video-conferencing, or face-to-face, depending on candidates' location. Task #4: Selection and Presentation of Top Candidates Bob Hall &Associates will manage the selected finalist candidates. Top candidates will be presented to the City for consideration to determine which candidates will be interviewed. City will be provided with detailed description of work history and other important information about each candidate prior to selection and scheduling of interviews. Bob Hall & Associates will then schedule interviews with candidates and provide books containing detailed descriptions of each candidate to each member of the interview panel. y Task #6: Negotiations The Bob Hall &Associates team is willing and able to support the City In the negotiation process of the selected candidate's compensation package. Task #7: Close Out After the organization has successfully chosen a candidate, the search will be closed out. This includes informing finalist candidates of the status of the search via telephone. Project Costs The recruitment for a new Director of Finance will be a complete and comprehensive search In an effort to present the City with the most capable,talented candidates available. The fee to perform this search will be a fee of$15,500 plus costs, not to exceed $18,500. These additional costs Include advertising, printing, postage and delivery. Top candidates will subject to education verifications, DMV checks, civil and criminal background check, and credit check. Fees will be collected in three installments as follows: 1. Upon execution of the Agreement- $5,000 2. Following Presentation of Candidates- $5,000 3. Upon Acceptance of Offer - $5,500 T.' mm r Project Timeline A typical search will be conducted in a 90 to 120-day period from start to finish. Following the final selection, negotiations can take up to two weeks. • eek 1: Bob Hall &Associates Selected as Search Firm eek 2: Bob Hall &Associates meets with the City to establish postition criteria p eek 3 &4:Active Recruting and Screening eek 1&2: Active Recruting,and Screening Continued eek 3 &4: Consultant Interviews, Preliminary Reference Checks, Finalists Selected ndSubmitted to City eek 1: Candidate-City Interviews eek 2: Candidate Selected and Negotiations eek 3:Selection Made Bob Hall & Associates' Guarantee The Bob Hall &Associates team guarantees industry-standard services. If within one year following appointment, selected candidate resigns or is terminated for cause, our team will conduct another search free of professional services charges. However, the organization is expected to pay for incurred costs. I BOBHALL-02 ESY CERTIFICATE OF LIABILITY INSURANCE DAT/1 �i Bn6/2019snols 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 BYTHEPOLICIES 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 endorsements. PRODUCER License#0757776 CONTACT AME; HUB International Insurance Services Inc. PHONE FAX 44 Second Street INC,No,Eaq:(415) 512-2100 lac,NoI:(415) 512-1115 San Francisco,CA 94105 ADDRESS: INSURERS)AFFORDING COVERAGE NAIC# INSURER A:LIOyd's Of London 15792 INSURED INSURER B' Bob Hall Associates INSURER C: 21050 Pacific City Circle#5123 INSURER D: Huntington Beach,CA 92648 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 CONTRACTOR 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 AODLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE I $ 1'000'000 CIAIMS-MADE X OCCUR PS1001206728 6/1512019 6/15/2020 DAMAGE TO RENTED 250000 X PREMISES Ea oodurr no $ MED EXP An One arson 5 5'000 PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 2'000'000 X POLICY j CT. LOC PRODUCTS-COMPIOP AGG 5 2,000,000 OTHER'. S AUTOMOBILE LIABILITY COME I NEDSI NGLE LIMIT S _(Ea 0 dant/ ANY AUTO BODI LV IN JURY Per arson $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ AUTE� ..00WN Pe�accRtlentDAMAGE $ OS ONLY AUU ONL� -I $ UMBRELLA LI OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION STATUTE ORH - AND EMPLOYERS'LIABILITY Y I N ANY PROPRIETORIPARTNERIEXECUTIVE �1 EL.EACH ACCIDENT $ OFFCEtoryin BER EXCLUDED' a IN NH) EL DISEASE-EA EMPLOYE $ If yes.describe under E.L.DISEASE-POLICY LIMrt $ DESCRIPTION OF OPERATIONS below A Prof Liability IPS1001206728 8/15/2019 8/15/2020 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be allached If more space is required) '10 days notice for non-pay,30 days for cancellation The City of Costa Mesa and its elected and appointed boards,officers,officials,agents and employees are named as Additional Insured in respects to the above General Liability policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The Ci[ of Costa Mesa THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ACCORDANCE WITH THE POLICY PROVISIONS. HUMAN RESOURCES DIVISION Attn: LanceNakamoto 77 Fair Drive AUTHORIZED REPRESENTATIVE Costa Mesa,CA 92628 46' Udl_ ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INER MERCURY HUB UBINT'L INS SVCS 043787 18 3390 UNIVERSITY AVE STE 300 / INSURANCE COMPANY RIVERSIDE,CA 92501 AUTOMOBILE POLICY DECLARATIONS TELEPHON E:(951)247-8888 IMPORTANT COVERAGE EXCLUSION iPOLICY.'NUMBER:. - POLICY PERIOD. 1APPLICABLE TO ALECOVERAGES,INCLUDING BUT.NOT LIMITED TO LIABILITY -AND,UNINSURED MOTORISTS,PROVIDED NOW OR LATER. . - 040118008391667 FROM 06/22/2019+2:0+A To 12/22/2019+smAM It agreed''that the msuiance afforded.5y,thls,pohdy PERSONS INSURED ;shall not apply nor accrue-to'I Re bene&ofiany Insured or,an'y, NAMED INSURED third parly,Clalmain when any motor,vehicle IS being used'.Ot DEBORAH MAZZEIHALL operated ti- person listed'below regardless of where the-- . ersonresides or whetnenthe ersdn is'licensed todrive... DRIVERS DEBORAH MAZZEIHALL ROBERT HALL RACHEL HALL MAILING 21050 PACIFIC CITY CIR UNIT 5123 ADDRess HUNTINGTON BEACH,.CA 92648-8536 CAR YEAR `- - ''VEHICLE DESCRIPTION' - - - SERIALNUMBER'- COST OR VALUE( I NMIUSED1 PERCH.DATEIII H.PJCID 1 2017 FORD ESCAPE TITANIUM UTL 4DR 1 FMCU9JDXHUC07776 I N 05/2017 2 2018 MERCEDES SLC 300 CONN 2DR WDDPK3JA3JF146012 N 07/2017 3 2018 1 F_OROEXPLORER SPORT UTL 4DR 1FM5K8GT5JGC72546 N 09/2018 LAA,.,a 11033 PAYEES RPjI ADDmONPL INTERESTS pll LOSS PgTEE3µ0 PDDnIONPV INTERESTS QA)GARAGING gDORE53E31Ggj AND REGISTEREDOWNERS(RO)OTHER MAN THp4E OSTEO ABOVE: 1 GA 642 CHELSEA PL APT D NEWPORT NEWS VA 23603 2 LA FLETCHER JONES MOTOR CARS INC 3300 JAMBOREE RD NEWPORT BEACH CA 92660 Coverage applies only if premium charge is listed below. Coverage/Limits are subject to all policy terms. 'COVERAGES LIMITS OF LIABILITY PREMIUMS' NOWFACTORYEQUIPMENT' CAR1 CAR2 CARS ITEMS INSURED AND AMOUNTS OF BODILY INJURY LIABILITY $100,000 EAC.IER..N $300,000 EACH ACCIDENT 154 102 110 INSURANCE FOR EACH ITEM ARE STATED PROPERTY DAMAGE LIABILITY $rjQ QQQ EACH ACCIDENT 196 91 136 HEREIN. ITEMS INSURED ARE SUBJECT TO UNINSURED MOTORISTS THE DEDUCTIBLE. BODILY INJURY RYLIABS15 $100,000 DAC.PER..H $300.000 EACH ACCmsm 52 40 31 UNINSURED MOTORISTS pW MAXIMUM cARtt -"ITEN3 wseHED 'umn PROPERTY DAMAGE LIABILITY COLLISION DEDUCTIBLE WAIVER 3 3 MEDICAL EXPENSE 1$5,000 2 5 2 LEASEILOAN GAP COVERAGE CAR CAR CAR REPAIR OR REPLACEMENT CAR CAR CAR COST COVERAGE COMPREHENSIVE DEDucTIeLECAfti $SOD CAR2$250 CARS $250 $ 521 15 CALIFORNIA ASSESMENi3 COLLISION OPGUCTIeIFCAR+ $500 CAR2$500 CAR3 $500 225 374 1 149 CA FRAUD FEE IROADSIDE ASSISTANCE EACH CART $75 CAR2 $75 CARR$75 3 3 3 CIGA FEE FORTOWINGSERVICES' ODURRENC RENTAL CAR BENEFIT $50 PER DAY 30 DAY, 37 37 37 INTERVENOR FEE ENDORSEMENTS ATTACHED TO THE POLICY •PREMIUMS PER CAR', ! U-10 12/2018 680 7071 486 POLICY FEET TOTAL PREMIUM 1,873.00 .. . _.. ..IMPORTANTINFORMATION. . ._ *For Non-Towing Services, Limit of Liability is $75 per Occurrence. Maximum 5 Occurrences in total for Towing and Non-Towing services per policy period. EFFECTIVE 06/26/2019 This amended policy declarations page replaces all declarations with the same or prior effective date. Reason(s) Amended CHANGE OF INSURED'S ADDRESS If there is a lapse, coverage will not be provided during the lapse period. This change has resulted in no additional premium. Any outstanding amount is due as previously billed. If you have any questions, please contact your agent or broker at the phone number provided above. Thank you for placing your business with Mercury Insurance Company. bAR'. OCC DRV ;RATt PRN PTS ISO GD M/C 'MK ;MDL SYL PD.CLASS .,MIL SALV USE. MIL' ;FIN PERS FLG_ `GRP.CD MULTI DOB SR lG0'.Ni RESTTAIL BAIT DRVt DRV, ', PTS STD - SYM SYM SYM SYM _TYPI _ ',RES '" "; 'PDL _ CHG''DRVBRK ;DEV. 1 3 100 Y Y FD" EE 5K 12 445 ES N PL 1 5 6002 R 19971N Y1 3 2 1 00 N Y MB HC C6 22 27H ES N WS 54 5 6002 R 1969 N Y1 3 3 2 00 N Y FE) EX 5L. 13 18A ES N PL 1 5 _ 6002 R 1959 N Y1 3 UND: J.Alderman AMOUNT DUE:.$00.00 DUE DATE: MAILING DATE: 07/05/2019 PRODUCER COPY U-1I7 1212013 Process Date:07/03/2019 cfc Policy certificate Insurance effected through the Coverholder: CFC Underwriting Limited 85 Cracechurch Street London EC3V OAA United Kingdom PLEASE NOTE-This notice contains important information.PLEASE READ CAREFULLY. This Certificate is issued by the Coverholder in accordance with the authorization granted to the Coverholder under the Binding Authority Agreement with the Unique Market Reference stated within this Policy. This Policy comprises a Certificate, the Declarations page, Wording and all other provisions and conditions attached and any endorsements issued. The liability of an insurer under this contract is several and not joint with other insurers party to this contract.An insurer is liable only for the proportion of liability it has underwritten. An insurer is not jointly liable for the proportion of liability underwritten by any other insurer. Nor is an insurer otherwise responsible for any liability of any other insurer that may underwrite this contract. The proportion of liability under this contract underwritten by an insurer (or, in the case of a Lloyd's syndicate, the total of the proportions underwritten by all the members of the syndicate taken together) is shown in this Policy. In the case of a Lloyd's syndicate,each member of the syndicate (rather than the syndicate itself) Is an insurer. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together).The liability of each member of the syndicate is several and notjoint with other members. A member is liable only for that member's proportion. A member is not jointly liable for any other member's proportion. Nor is any member otherwise responsible for any liability of any other insurer that may underwrite.this contract.The business address of each member is Lloyd's,One Lime Street, London EC3M 7HA. The identity of each member of a .Lloyd's syndicate and their respective proportion may be obtained bywriting to Market Services, Lloyd's,at the above address. Although reference is made at various points in this clause to "this contract" in the singular, where the circumstances so require this should be read as a reference to contracts in the plural. In n Witness whereof this.Certificate has been signed by: W 44\ Authorized Official. Please examine this document carefully. If it does not meet your needs, please contact your broker immediately. In all communications the policy number appearing overleaf should be quoted. .111111011 w cfc DECLARATION& POLICY NUMBER: PS1001206728 UNIQUE.MARKET REFERENCES: B087519C9N5051 B087519C9N5053 THEINSURED: BOB HALL ASSOCIATES ADDRESS: 21050 Pacific City Circle,#5123 Huntington Beach,CA 92648 US THE UNDERWRITERS: Underwritten bycertain underwriters at Lloyd's and other insurers THE INCEPTION DATE: 00:01 Local Standard Time on 15 Aug 2019 THE EXPIRY DATE: 00:01 Local Standard Time on 15 Aug 2020 TOTAL PAYABLE: USD1,400.00 Broken down as follows: Broker Fee $250 Premium: USD1,250.00 Surplus Lines Tax $42 TRIA Additional Premium: NIL Stamping Fee $2.80 Policy Administration Fee: USD15O.00 OPTIONAL EXTENDED REPORTING USD800.00 PERIOD PREMIUM: (only payable if you choose to exercise this option) BUST NESS ACTIVITI ES: Recruitment consultant,as more fully described in the application form dated 12 Aug 2019 and as held on file by CFC Underwriting Limited CHOICE OF LAW: California SERVICE OF SUIT FLWA Service Corp. c/o Foley&Lardner LLP Suite 1700 San Francisco, CA 94104-1520 LEGAL ACTION: Worldwide. TERRITORIAL SCOPE: Worldwide US CLASSIFICATION: Surplus Lines SURPLUS LINES BROKER: CPCInsuranceServices Licence 10778135 1815 Via EI Prado Suite 401 CA RETROACTIVE DATE: 15 Aug 2019 CLAIMS MANAGERS: CFC Underwriting Limited Please report all new claims to: newcla ims(acfcu nderwriti ng.com WORDING: RES US vl4 ENDORSEMENTS: PREMIUM PAYMENT CLAUSE VERBAL CONTRACT EXCLUSION CLAUSE U.S.TERRORISM RISK INSURANCE ACT OF 2002 AS AMENDED NOT PURCHASED CLAUSE SANCTION LIMITATION AND EXCLUSION CLAUSE CHOICE OF LAW,LEGALACTION AND SERVICE OF SUIT :• cfc AMEN DATOPY CLAUSE PROFESSIONAL SERVICES EXCLUSION(APPLICABLE TO GENERAL LIABILITY ONLY)CLAUSE :� e0 cfc LIMITSO :UAWLITYANDDEDUCTIBLES INSURING CLAUSE 1:ERRORS&OMISSIONS Limit of liability. USD1,000,000 any one claim,including costs and expenses Aggregate limit of liability. USD1,000,000 in the aggregate,including costs and expenses Deductible: USD2,500 each and every claim, including costs and expenses INSURING CLAUSE 2:CYBER&PRIVACY SECTION A:CYBER LIABILITY Aggregate limit of liability. USD1,000,000 in the aggregate,including costs and expenses Deductible: USD2,500 each and every claim,including costs and expenses SECTION B:PRIVACY LIABILITY Aggregate limit of liability: USD1,000,000 in the aggregate,including costs and expenses Deductible: USD2,500 each and every claim,including costs and expenses SECTION C:PRIVACY BREACH NOTIFICATION COSTS Aggregate limit of liability. USD250,000 in the aggregate,including costs and expenses Deductible: USD2,500 each and everyloss,including costs and expenses SECTION D:SYSTEM DAMAGE Amounts insured: USD1,000,000 each and every loss Deductible: USD2,500 each and every loss SECTION E:SYSTEM BUSINESS INTERRUPTION Amounts insured: USDS0,000 per day up to a maximum of USD1,000,000 for the period of the policy Deductible: USD2,500 each and every loss INSURING CLAUSE 3:COMMERCIAL PROPERTY SECTION A:PROPERTY DAMAGE NO COVER GIVEN SECTION B:PERSONALACCI DENT NOCOVERGIVEN SECTION C:BUSINESS INTERRUPTION NO COVER GIVEN INSURING CLAUSE 4:COMMERCIAL GENERAL LIABILITY SECTION A:BODILY INJURY AND PROPERTY DAMAGE LIABILITY Limit of liability. USD1,000,000 any one claim,including costs and expenses Aggregate limit of liability. USD2,000,000 in the aggregate,including costs and expenses if cfc Deductible: USD2,500 each and every claim,including costs and expenses SECTION B:PROD UCTS AND COMPLETED OPERATIONS LAB LITV Aggregate Limit of liability: USD2,000,000 in the aggregate,including costs and expenses Deductible: USD2,500 each and every claim,including costs and expenses SECTION C TENANTS'LEGAL LIABILITY Aggregate limit of liability: USD250,000 in the aggregate,including costs and expenses Deductible: USD2,500 each and every claim,including costs and expenses SECTION D:NON-OWNED AND HIRED AUTOMOBILE LIABILITY Limit of liability. USD1,000,000 any one claim,including costs and expenses Aggregate limit of liability: USD2,000,000 in the aggregate,including costs and expenses Deductible: USD7,500 each and every claim,.including costs and expenses SECTION E LIABILITY FOP DAMAGE TO HIRED OR LEASED AUTOMOBILES Aggregate limit of liability. USD50,000 in the aggregate,including costs and expenses Deductible: USD2,500 each and every claim,including costs and expenses SECTION F.MEDICAL PAYMENTS Limit of liability: U5D5,000 any one claim Deductible: NIL each and every claim SECTION G:EMPLOYEE BENEFITS LIABILITY Aggregate limit of liability USD1,000,000 in the aggregate,including costs and expenses Deductible: USD2,500 each and every claim,including costs and expenses INSURING CLAUSE 5i COURT ATTENDANCE COSTS Amount insured: USD100,000 sub-limited to USD2,000 per day Deductible: NIL each and every claim r � cfc OUR R, tGu_L_ATbR,y,'sT0Us CFC Underwriting Limited is authorizedand regulated by the United Kingdom Financial Conduct Authority(FCA). CFC Underwriting Limited's Firm Reference Number at the FCA is 312848. These details may be checked by visiting the Financial Conduct Authority website at httosd/reaister.fcaorg.uk/. Alternatively the Financial Conduct Authority may be contacted on+44(0)20 70661000. We are covered by the Financial Services Compensation Scheme (FSCS).You may be entitled to compensation from the scheme if we cannot .meet our obligations to you in respect of insurance policies that we have underwritten on behalf of Insurers.This depends on the type of business and the circumstances of the claim. In respect of general insurance business the FSCS will cover 90% of the claim, without any upper limit and for compulsory classes of insurance, the FSCS will cover 100% of the claim, without any upper limit. Further information about compensation scheme arrangements is available from the FSCS. HbWTOCOMPLAIN We intend to provide an excellent service to you. However,we recognize thatthere may be occasions when you feel that this has not been achieved. If you are unhappy with any aspect of the service that you receive from us, please contact your insurance broker in the first instance, stating the nature of your complaint, the certificate and/or claim number. Alternatively,you can contact us directly at enouiries(cacfcunderwriting.com or please write to: The Managing Director CFC.Underwriting Limited 85 Cracechurch Street London EC3V OAA United Kingdom If after taking this action you are still unhappy with the response it may be possible in certain circumstances for you to refer the matter to the Complaints team at Lloyd's. The address of the Complaints team at Lloyd's is: Complaints Lloyd's One Lime Street London EC31M 7HA Telephone: 020 7327 5693 Fax 020 7327 5225 E-mail: complaints(dllovds.com Website: wwwTovds.com/complaints Details of Lloyd's complaints procedures are set out in a leaflet"Your Complaint-How We Can Help'available at wwwJlovds.com/complaints and are also available from the above address. If you remain dissatisfied after Lloyd's has considered your complaint, you may have the right to refer your complaint to the Financial Ombudsman Service(FOS). The contact details for the FOS are: The Financial Ombudsman Service, Exchange Tower, London E14 9SR. Telephone 0800 023 4567(calls to this number are free from"fixed lines'in the UK)or 0300123 9123(calls to this number are charged at the same rate as 01 and 02 numbers on mobile phone tariffs in the UK). Email complaint.info(afinancial-ombudsman.org.uk. The FOS is an independent service in the UK for settling disputes between consumers and businesses providing financial services.You can find more information on the FOS at wwwf nancial-ombudsman oro uk. � cfc The existence of this complaints procedure does not affect any right of legal action you may have against CFC Underwriting Limited or Lloyd's as detailed in the Service of Suit condition on the last page of your policy. if cfc We collect and use relevant information about you to provide you with your insurance cover or the insurance cover that benefits you and to meet our legal obligations. Where you provide us or your agent or broker with details about other people,you must provide this notice to them. The information we collect anduse includes details such as your name,address and contact details and any other information that we collect about you in connection with the insurance cover from which you benefit. This information may include more sensitive details such as information about your health and any criminal convictions you may have. In certain circumstances, we may need your consent to process certain categories of information about you (including sensitive details such as information about your health and any criminal convictions you may have). Where we need your consent,we will ask you for it separately.You do not have to give your consent and you may withdraw your consent at time.However,if you do not give your consent,or you withdraw your consent,this may affect our ability to provide the insurance cover from which you benefit and may prevent us from providing cover for you or handling your claims. The way insurance.works means that your information may be shared with, and used by, a number of third parties in the insurance sector for example,insurers,agents or brokers, reinsurers,loss adjusters,sub-contractors, regulators, law enforcement agencies, fraud and crime prevention and detection agencies and compulsory insurance databases.We will onlydisclose your personal information in connection with the insurance cover that we provide and to the extent required or permitted by law. We will process individual insured's details,as well as any other personal information you provide to us in respect of your insurance cover,in accordance with our privacy notice and applicable data protection laws. To enable us to use Individual insured's details in accordance with applicable data protection laws,we need you to provide those individuals with certain information about how we will use their details in connection with your insurance cover. You agree to provide to each individual insured this notice,on or before the date that theindividualbecomes an individual insured under your insurance cover or,If earlier,the date that you first provide Information about the individual to us. We are committed to using only the personal information we need to provide you with your insurance cover.To help us achieve this,you should only provide to us information about individual insureds that we ask for from time to time. You have rights in relation to the information we hold about you,including the right to access your information.If you wish to exercise your rights,discuss how weuse your information or request a copy of our full privacy notice, please contact us directly at enquiries(alcfcunderwritina.com. For more information about how we use your personal information please see our full privacy notice,which is available online on our website at httn.(Iw fcunde w Tina comlo acv :. f cfc ATTACHINC TO POLICY NUMBER: P51001206728 THE INSURED: Bob Hall Associates WITH EFFECT FROM: 15 Aug 2019 It is understood and agreed that the following is added to the "Cancellation" CONDITION: We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the Inception Date of this Policy. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. However, if the amount due to us by you is paid in full to us before the notice period expires,notice of cancellation will be revoked. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY r: icfc ATTACHING TO POLICY NUMBER: PS1001206728 THEINSURED: BOB HALL ASSOCIATES WITH EFFECT FROM: 15 Aug 2019 It is noted and agreed that the following EXCLUSION is added to this Policy: Arising out of,attributable to,or connected directly or indirectly with any work performed by you unless a formal written contract is in place governing such work which has been signed by you and your client. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY cfc . , . . NOT PURCHASED CLAUSE ATTACHING TO POLICY NUMBER: PS1001206728 THE INSURED: Bob Hall Associates WITH EFFECT FROM: 15 Aug 2019 This CLAUSE is issued in accordance with the terms and conditions of the "U.S. Terrorism Risk Insurance Aa of 2002" as amended as summarized in the disclosure notice. It is hereby noted that we have made available coverage for"insured losses" directly resulting from an"act of terrorism" as defined in the"U.S.Terrorism Risk Insurance Act of 2002",as amended ("TRIA")and you have declined or not confirmed to purchase this coverage. This Insurance therefore affords no coverage for losses directly resulting from any"act of terrorism" as defined in TRIA except to the extent, if any, otherwise provided by this Policy. All other terms,CONDITIONS and EXCLUSIONS of this Insurance including applicable limits and deductibles remain unchanged and apply in full force and effect to the coverage provided by this Insurance. LMA5219(Amended) 12 January 2015 SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY 6: if cfc SANCTION LIMITkTION A ND EXCLUSION ATTACHING TO POLICY NUMBER: PS1001206728 THE INSURED: Bob Hall Associates WITH EFFECT FROM: 15 Aug 2019 It is understood and agreed that the following EXCLUSION is added to this Policy: We shall not be deemed to provide any cover nor shall we be liable to pay any claim or loss or provide any benefit under this Policy to the extent that the provision of such cover, payment or benefit shall expose us to any sanction, prohibition or restriction under the United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY UhiqtI r: If cfc . OFSIIJIT AMERDATdFiY ATTACHING TO POLICY NUMBER: PS1001206728 THE INSURED: Bob Hall Associates WITH EFFECT FROM: 15 Aug 2019 It is understood and agreed that the"Service of suit"or the"Choice of law, legal action and service of suit"CONDITION is deleted in its entirety and replaced with the following: Choice of law,legal action and service of suit In the event of a dispute between you and us regarding this Policy,the same shall be governed by the laws of the State of the United States of America shown in the Choice of Law section of the Declarations.We agree,at your request,to submit to the jurisdiction of a Court of competent Jurisdiction within the United States of America. Nothing in this CONDITION constitutes or should be understood to constitute a waiver of our rights to commence an action in any Court of competent jurisdiction in the United States of America,to move an action to aUnited States District Court,or to seek a transfer of a case to another Court aspermitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the law firm shown in the Declarations and that in any suit instituted against us,we will abide by the final decision of such Court or of any Appellate Court in the event of an appeal.The law firm shown in the Declarations is authorized and directed to accept service of process on our behalf in any such suit and,at your request,to give a written undertaking to you that they will enter a general appearance on our behalf in the event such a suit is instituted. Additionally,in accordance with the statute of any state,territory or district of the United States which makes such a provision,we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute,or his successor or successors in office,as our true and lawful attorney upon whom may be served any lawful process in any action,suit or proceeding instituted by you arising out of this Policy.The law firm shown in the Declarations is hereby designated as the firm to whom the above mentioned officer is authorized to mail such process or a copy thereof. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY fcfc PROFESSIOONe ON-L-V) CLAUSE ATTACHING TO POLICY NUMBER: P51001206728 THE INSURED: Bob Hall Associates WITH EFFECT FROM: 15 Aug 2019 It is understood and agreed that the following EXCLUSION is added to this Policy: Professional services in respect of INSURING CLAUSE 4 only,arising directly or indirectly from carrying out,or failing to carry out professional services, or any act, error or omission relating to a professional service committed by placed personnel or by you or on your behalf. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY CI: f CfC Recruitment Employment & staffing Policy document United States RES This Policy is a contract of insurance between you and us.Your Policy contains all the details of the cover that we provide,subject always to our receipt of the Premium.This Policy consists of and must be read together with the Declarations and any Endorsements.This Policy is not complete unless it is signed ander Declarations page is attached. The Sections of this Policy are identified by BLUE LINES across the page with WHITE UPPER CASE PRINT.Clause headings in BLUE UPPER CASE PRINT are for information only and do not form part of the cover given by this Policy Other terms in bold lower case print are defined terms and have a special meaning as set forth in the DEFINITIONS section and elsewhere.Words stated in the singular shall include the plural and vice versa. IMPORTANT:INSURING CLAUSES 1,2(SECTIONS A and B only)and 4(SECTION G only)provide cover on a claims made basis.Under these INSURING CLAUSES a claim must be first made against you and notified to us during the period of the policy to be covered.These INSURING CLAUSES do not cover any claim arising out of any actual or alleged wrongful act occurring before the date specified as the Retroactive Date in the Declarations. In consideration of the Premium and in reliance upon the information that you have provided to us prior to commencement of this insurance and which is deemed to form the basis of this insurance. INSURING CLAUSE I: ERRORS& OMISSIONS caused the claim)and notified to us during the period of the policy arising out of any breach of client contract. SECTION A: PROFESSIONAL LIABILITY We agree to pay on your behalf all sums which you become legally We will also pay costs and expenses on your behalf. obliged to pay(including liability for claimants costs and expenses)as a SECTION E: INTELLECTUAL.PROPERTY RIGHTS result of any claim first made against you(regardless of who caused the INFRINGEMENT claim)and notified to us during the period of the policy arising out of any We agree to pay on your behalf all sums which you become legally a) negligent act, error, omission, advice, misstatement or obliged to pay(including liability for claimants'costs and expenses)as a misrepresentation;or result of any claim first made against you(regardless of who caused the b) breach of any contractual term implied by law concerning necessary claim)and notified to us during the period of the policy for any: quality,safety or fitness,or your duty to use reasonable care and a) infringement of any intellectual property rights,including,but not skill;or limited to.copyright,trademark,[rade dilution,trade dress,design c) breach of warranty of authority, breach of duty, breach of trust, rights,domain name rights,moral rights,service mark or service breach of confidence,misuse of information or breach of privacy;.or name,but not including patent,or d) libel,slander or defamation;or of misappropriationof a trade secret,or e) other act, error or omission giving rise to civil liability to your c) act of passing-off, piracy or plagiarism or any misappropriation of clients but not any breach of contract,save as specified above; content,concepts,format rights or ideas or breach of a contractual committed by you or on your behalf,but not by placed personnel,in warranty relating to intellectual property rights;or the course of your business activities. d) breach of any intellectual property rights licence acquired by you; or We will also pay costs and expenses on your behalf. e) failure to attribute authorship or provide credit. SECTION B:VICARIOUS LIABILITY We will also pay costs and expenses on your behalf. We agree to pay on your behalf all sums which you become legally SECTION F POLLUTION LIABILITY obliged to pay(including liability for claimants'costs and expenses)asa result of any claim by a client first made against you and notified to us We agree to pay on your behalf all sums which you become legally obliged during the period of the policy arising out of any act,error, omission, to pay(including liability for claimants'costs and expenses)as a result of any advice, misstatement or misrepresentation, committed by placed claim first made against you (regardless of who caused the claim)and personnel. notified to us during the period of the policy arising out of pollution. We will also pay costs and expenses on your behalf. We will also pay costs and expenses on your behalf. SECTION C: PLACED PERSONNEL DISHONESTY SECTION G: LOSS OF DOCUMENTS We agree to pay on your behalf all sums which you become legally We agree to pay on your behalf all sums which you become legally obliged to pay(including liability for claimants'costs and expenses)as a obliged to pay(including liability for claimants'costs and expenses)as a result of any claim first made against you and notified to us during the result of any claim first made against you(regardless of who caused the period of the policy arising out of any loss discovered by your client claim)andnotified to us during the period of the policy arising out due to the dishonesty of placed personnel: of damage to your documents or documents in your care,custody provided that or control. a) your client shall operate the same systems of check and supervision We will also pay costs and expenses on your behalf. as if placed personnel were their own employees;and b) the placed personnel involved in the dishonest act shall be capable SECTION H: LOSS MITIGATION of being prosecuted to conviction. Weagree to pay any reasonable costs necessarily incurred by you with our prior written agreement in respect of measures taken by you for the We will also pay costs and expenses on your behalf. sole purpose of avoiding or mitigating a claim or potential claim for which you would be entitled to indemnity under INSURING SECTION D: BREACH OF CONTRACT CLAUSE I of this Policy had.such measures not been taken. We agree to pay on your behalf all sums which you become legally obliged to pay(including liability for claimants'costs and expenses)as a However,we shall not pay any costs attributable to measures taken by result of any claim by a client first made against you,(regardless of who you to mitigate risks that affect the wider business environment or the industry in which you conduct your Business Activities(as stated in the t RES 2 Declarations),as opposed to affecting primarily the company named as damaged; as the direct result of any cyber peril or accidental the Insured in the Declarations itself,or any subsidiary, damage to your data first discovered during the period of the SECTION I: PAYMENT OF WITHHELD.FEES policy. We agree to pay your withheld fees with our prior written agreement We also agree to pay costs and expenses on your behalf. in the event that your client brings or threatens to bring a claim against you that would be covered under INSURING CLAUSE I, However,we shall not reimburse you for any rectification costs under SECTIONS A,B,C or D for an amount greater than.your withheld this SECTION of INSURING CLAUSE 2 which are covered under fees if you attempt to recover the withheld fees from them.Prior to INSURING CLAUSE 3,SECTION A regardless of whether you have payment of your withheld fees you must obtain written confirmation purchased INSURING CLAUSE 3,SECTION A and regardless of any from your client that they will not bring a Naim against you if you exhaustion of the amount insured of INSURING CLAUSE 3, agree not topursue chem for your withheld fees and provide it to us. SECTION A. INSURING CLAUSE 2: CYBER&PRIVACY We E: SYSTEM BUSINESS INTERRUPTION We agree to reimburse you up to the amount insured shown in the SECTION A: CYBER LIABILITY Declarations for your loss of income incurred as the direct result of We agree to pay on your behalf all sums which you become legally any cyber peril first discovered during the period of the policy. obliged to pay(including liabilityfor claimants'costs and expenses)as a result of any claim first made against you(regardless of who caused the We also agree to pay costs and expenses on your behalf. claim)and notified to us during the period of the policy for any: INSURING CLAUSE 3:COMMERCIAL PROPERTY a) third party financial loss arising directly from a hacking attack or virus that has emanated from or passed through your computer SECTION A: PROPERTY DAMAGE systems;or We agree to reimburse you up to the amount insured shown in the b) third party financial loss arising directly from their inability to access Declarations for: your computer systems in the way in which you have authorized a) the cost of repairing damage occurring during the period of the them to as a direct result of your computer systems'failure or policy to your premises,including landlord's fixtures and Fittings, impairment due to a hacking attack or virus;or walls,gates and fences,yards,car parks and pavements,trees,shrubs, c) third party financial loss arising directly from the loss or theft of plants and lawns,piping,ducting.cables,wires and associated control your data or data for which you are responsible or held to be gearand accessories at your premises and extending to the public responsible arising directly from a hacking attack or virus. mains but only ce the extent of your responsibility; b) damage occurring during the period of the policy to contents We will also pay costs and expenses on your behalf of every description contained at your premises: SECTION B: PRIVACY LIABILITY c) damage occurring during the period of the policy to contents of every description kept at the home of your senior executive We agree to pay on your behalf all sums which you become legally officers or employees in the course of your business activities: obliged to pay(including liability for claimants'costs and expenses)as a d) damage occurring during the period of the policy to contents result of any claim first made against you(regardless of who caused the of every description permanently or temporarily elsewhere, claim)and notified to us during the period of the policy for: including while in transit; a) a breach of any individual privacy rights,unintentional disclosure of e) the necessary and reasonable costs you incur following damage personal information,failure to maintain the security of personally occurring during the period of thepolicy to glass which belongs identifiable data including credit card information for which you are to you or for which you are legally responsible for: responsible,violation of any legal obligation relating to the security i) temporary boarding up; of personal information,or failure to warn of an actual or potential ii) repair of window frames or removal or replacement of fixtures theft of personal information:or and fittings in the course of replacing the glass: b) a breach of any rights of confidentiality,including a breach of any iii) replacement lettering or other ornamental work and alarm foil provisions of a non-disclosure agreement or breach of a contractual on glass; warranty relating to the confidentiality of data;or f) damage occurring during the period of the policy to money c) any fines,penalties or contractual damages you are legally obliged held in the course of your business activities: to pay as a direct result of breach of privacy obligations where i) at your premises in transit or in a Bank Night Safe: insurable under the applicable.law. ii) at the home of your senior executive officers or We will also pay costs and expenses on your behalf. employees; g) damage occurring during the period of the policy to the personal SECTION C:PRIVACY BREACH NOTIFICATION COSTS belongings of your senior executive officers or employees or We agree to reimburse you for privacy breach costs subject to our visitors to your premises provided they are not covered under any prior written agreement (such agreement not to be unreasonably other insurance: withheld): h) the reasonable cost of compiling the documents,books of account, a) that you are legally obliged to incur;or drawings,card index systems or other records including film,tape, b) that you are not legally obliged to incur, but where the disc,drum,cell or other magnetic recording or storage media for reimbursement of these privacy breach costs will effectively electronic data processing that you need to continue your business mitigate or avoid claim for which you would have been entified activities If these items have been lost or distorted as a direct result to indemnity under SECTION B of INSURING CLAUSE 2 had of damage covered under this INSURING CLAUSE: such privacy breach costs not been incurred;or i) the costs you incur to replace locks and keys necessary to maintain the security of your premises or safes following theft of keys SECTION D:SYSTEM DAMAGE involving force and violence occurring during the period of the We agree to reimburse you up to the amount insured shown in the policy: Declarations for rectification costs,subject to our prior written agreement ) the amount of any rent for your premises which you are legally (such agreement not to be unreasonably withheld)which you incur: obliged to pay for any period during which your premises or any a) in retrieving,.restoring or replacing any of your computer programs part of it is unusable as a result of damage covered under this or any other data media(or any other computer programs or any INSURING CLAUSE; other data media for which you are responsible) that you first k) loss of metered water or gas,as a result of damage resulting in a discover during the period of the policy have been damaged;or water or gas charge that you are unable to recover from any other b) in repairing,restoring or replacing any of your computer systems party. that you first discover during the period of the policy have been CFC O ' I RES 3 SECTION B: PERSONAL ACCIDENT However, we will not make any payment on your behalf under this We agree to pay on your behalf compensation as shown in the INSURING CLAUSE in respect of any claim: Declarations if any of your senior executive officersor employees a) which is covered under INSURING CLAUSE I, or would be who are aged between 16 and 70 on the Inception Date shown in the covered under INSURING CLAUSE I but for the,exhaustion of Declarations suffers bodily injury in the course of your business the limit of liability or aggregate limit of liability of activities in a robbery or attempted robbery and suffers: INSURING CLAUSE I;or a) death,permanent total disablement.loss of a limb or loss of b) arising.directly or indirectly out of any pollution. sight as'a direct result of the bodily injury within one year of the date of its occurrence; SECTION C:TENANTS' LEGAL LIABILITY It) temporary total disablement. The compensation for We agree to pay on your behalf all sums which you become legally temporary total disablement will be the amount shown in the obliged to pay(including liability for claimants'costs and expenses)as a Declarations per week,fora maximum of 104 weeks. result of any claim arising out of accidental damage to premises leased to. hired by, on loan to or held intrust by you or otherwise in However,we will not pay compensation under more than one heading in your care, custody or control occurring during the period of the the Declarations for the same bodily injury. policy in the course of your business activities. We also agree to pay costs and expenses on your behalf. We will also pay costs and expenses on your behalf. SECTION C: BUSINESS INTERRUPTION However, we will not make any payment on your behalf under this We agree to reimburse you up to the amount insured shown in the INSURING CLAUSE in respect of any claim: Declarations for your loss of income,extra expense and accounts a) which is covered under INSURING CLAUSE I, or would.be receivable resulting solely and directly from an interruption to your covered under INSURING CLAUSE I but for the exhaustion of business activities caused by: the limits of liability or aggregate limits of liability of a) insured damage to your premises or contents of every INSURING CLAUSE I: description or to any other property used by you at your b) arising directly or indirectly oat of any product. premises: b) insured damage to property in the vicinity of your premises SECTION D: NON-OWNED AND HIRED which prevents or hinders your access to your premises; AUTOMOBILE LIABILITY c) insured damage at the premises of one of your suppliers,other We agree to pay on your behalf all sums which you become legally than a supplier of water,gas,electricity or telephone services; obliged to pay(including liability for claimants'costs and expenses)as a d) failure in the supply of water,gas,electricity,or telephone services result of any claim arising out of accidental bodily injury or damage to your premises for more than 24 consecutive hours caused by occurringduring the period of the policy and caused by the use or insured damage to any property; operation of any automobile in the course of your business activities e) your inability to use your premises due to restrictions imposed that is not owned in whole or in part by the company named as the by a public authority following: Insured in the Declarations or licensed in the.name of the company i) a murder or suicide; named as the Insured in the Declarations. ii) an occurrence of a notifiable human disease; iii) bodily injury traceable to food or drink consumed at your We will also pay costs and expenses on your behalf. premises; iv) vermin or pests at your premises. SECTION E: LIABILITY FOR DAMAGE TO HIRED OR INSURING CLAUSE 4: COMMERCIAL GENERAL LEASED AUTOMOBILES LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay(including liability for claimants'costs and expenses)as a SECTION A: BODILY INJURY AND PROPERTY result of any claim arising out of accidental damage to an automobile DAMAGE LIABILITY leased to or hired by you from a third party occurring during the We agree to pay on your behalf all sums which you become legally period of the policy in the course of your business activities. obliged to pay(including liability for claimants'costs and expenses)as a result of any claim arising out of accidental bodily injury. personal We will also pay costs and expenses on your behalf. injury or damage occurring during the period of the policy in the As a precedent to coverage under SECTIONS D and E of INSURING course of your business activities or the activities of placed CLAUSE 4,you agree and warrant that all employees who operate an personnel. automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability We will also pay costs and expenses on your behalf. insurance in anamount equal to or greater than the minimum primary However, we will not make any payment on your behalf under this automobile liability limits required in the state of registration of the INSURING CLAUSE in respect of any claim: automobile.If a claim is made and the employee is determined to have a) which is covered under INSURING CLAUSE I, or would be failed the minimum limits required then the coverage under SECTIONS covered under INSURING CLAUSE I but for the exhaustion of D and E of INSURING CLAUSE 4 will respond as excess coverage as the limit of liability or aggregate limit of liability of though the minimum limits were in full force and effect,whereby you agree INSURING CLAUSE h to pay all sums within and up to the required minimum limit. b) arising directly or indirectly out of any product;or c) arising directly or indirectly out of any pollution. However,we shall not make any payment under SECTIONS and E of INSURING CLAUSE 4,as a result of any claim arising out off bodily SECTION B: PRODUCTS AND COMPLETED injury or damage to passenger of any automobile used in the course OPERATIONS LIABILITY of your business activities. We agree to pay on your behalf all sums which you become legally SECTION F: MEDICAL PAYMENTS obliged to pay(including liability for claimants'costs and expenses)as a We agree to pay medical expenses for bodily injury caused by an result of any claim arising out of accidental bodily injury or damage accident occurring.during the period of the policy: occurring during the period of the policy in the course of your a) on premises you own or rent or business activities in connection with any product. b) on ways next to premises you own or rent;or We will also pay costs and expenses on your behalf c) because of your business activities; @1999-201 4 RES provided that Furthermore,we agree to pay on your behalf any costs and expenses a) the injured person,at the time of the accident, is not entitled to necessarily incurred with our prior written agreement in respect of benefits under any workers compensation or disability benefits law measures taken by you with the object of avoiding or mitigating a claim or similar law;and for which you would be entitled to indemnity hereunder had such b) the medical expenses are incurred and notified to us within one measures not been taken. year of the date.of the accident;and c) the injured person submits to examination, at our expense, by We will also pay costs and expenses on your behalf. physicians of our choice as often as we reasonably require. INSURING CLAUSE 5: COURT ATTENDANCE COSTS We will make these payments regardless of fauk. We agree to reimburse you up to the amount insured shown in the SECTION G:EMPLOYEE BENEFITS LIABILITY Declarations, subject to our prior written agreement (such agreement not to be unreasonably withheld),for your reasonable costs incurred to We agree to pay on your behalf all sums which you become legally attend court or any arbitration or adjudication hearing as a witness of obliged to pay(including liability for claimants'costs and expenses)as a fact in connection with a claim or loss covered under any INSURING result of any claim first made against you(regardless of who caused the CLAUSE of this Policy for which you have purchased coverage. claim)and notified to us during the period of the policy arising out of.any negligent act,error or omission committed by you or on your behalf m the administration of your employee benefit program. • The maximum amount payable by us for all claims, losses, damage, ii) for contents of every description,the cost of repair or costs and expenses and medical expenses shall not exceed the replacement as new. amounts shown in the Declarations in respect of each INSURING b) If,at the time the damage occurs, the amount insured is less CLAUSE unless limited below. than 85%of the total value of your premises or:contents of every description insured,the amount we will pay will be reduced Where more than one claim,loss or medical expense arises from the in the same proportion as the amount insured bears to the total same original cause or single source or event all such claims,losses,or value of or contents of every description insured. medical expenses shall be deemed to be one claim,loss or medical c) The amount insured for your premises and contents of every expense and only one limit of liability shall be payable in respect of description will be adjusted monthly in line with any increase in the aggregate of all such claims,losses.or medical expenses. nationally published indices. We will not reduce the amount Where cover is provided under multiple SECTIONS of INSURING insured without your agreement. CLAUSES 1 and 2,or more than one INSURING CLAUSE out of d) Where improvements made by you to your premises are not INSURING CLAUSES I and 2,the maximumamount payable by us damaged,but the lease on your premises is canceled as a result in respect of any claim shall be the highest Limit of Liability of the of insured damage,we shall pay for the cost of reinstating such SECTIONS or INSURING CLAUSES under which cover is provided. improvements to the extent that they are not salvageable. Inrespect of INSURING CLAUSES I,2(SECTIONS A and B only) In respect of INSURING CLAUSE 2 (SECTION E only) and.3 and 4(SECTIONS A, B,C, D, E and G)we may at any time pay to (SECTION C only),the amount we will pay will be: you in connection with any claim the amount of the aggregate limit a) the difference between your actual income during the indemnity of liability or limit of liability(after deduction of any amounts already period and the income it is estimated you would have earned paid).Upon such payment being made we shall relinquish the conduct and during that period or,if this is your first trading year,the difference control of and be under no further liability in connection with such claim between your income during the indemnity period and during except for the payment of costs and expenses incurred prior to the the period immediately prior to the loss,less any savings resulting dace of such payment(unless the aggregate limit of liability or limit from the reduced costs and expenses you pay out of your of liability is stated to be inclusive of costs and expenses). income during the indemnity period; b) any additional costs and expenses; In respect of INSURING CLAUSE 3(SECTION A only): c) any accounts receivable, provided you keep a record of all amounts owed cc you and keep a copy of the record away from a) At our option, we will pay for any damaged property on the your premises. following basis: 1) for your premises,the cost of rebuilding or replacing the damaged property; ;YOURDEDUCTIBLE; We shall only be liable for that part of each and every claim,loss or If any expenditure is incurred by us which by virtue of chis clause is your medical expenses (which for the purpose of this clause shall be responsibility then you shall reimburse such amount to us on our request deemed to include all costs and expenses incurred)which exceeds the or where possible we will deduct such amount from any payment we amount of the Deductible stated in the Declarations.Where more than make to you . one claim, loss or medical expenses arises from the same original cause or single source or event all such claims, losses or medical expenses shall be deemed to be one claim, loss or medical expensesand only one Deductible will apply. O RFS S DEFINITIONS I. "Accounts receivable" a temporary restraining Order or a preliminary or permanent means: injunction)or declaratory relief;or a) all sums due to you from customers,provided you are unable d) a disciplinary action, regulatory investigation or proceeding to effect collection thereof as the direct result of insured brought by any professional body,occupational health and safety damage to recordsof accounts receivable; body or regulator. b) interest charges on any loan to offset impaired collections pending repayment of such sums made uncollectible by.such 9' "Client" insured damage; means any third party with whom you have a contract inplace for c) collection expense in excess of normal collection cost and made the supply of your business activities in return for a fee,or where necessary because of insured damage. a fee would normally be expected to be paid. 2. "Administration" 10. "Computer systems" means: means all electronic computers including operating systems,software. a) counseling employees, including their dependants and hardware and all communication and open system networks and any beneficiaries,with respect to your employee benefit program; data or websites wheresoever hosted,off-line media libraries and data b) handling records in connection with your employee benefit back-ups. program; 11. "Contents of every description" c) effecting enrolment or termination of any employee's means the contents of every description of your premises used in participation in a plan included in your employee benefit connection with your business activities which are owned by you program; or for which you are legally responsible,including: d) interpreting your employee benefit program, a) computer and ancillary equipment(including VDUs,keyboards, 3. "Aggregate limit of liability" printers and software), television and video equipment, means the maximum amount payable as stated in the Declarations by photographic,photocopying,surveying and telecommunications us in respect of all claims and losses,or in respect of all accidents equipment: giving rise to medical expenses. b) briefs,manuscripts,plans,business books.computers systems records and programs; 4. "Amount insured" c) goods held in trust,stock and samples; means the maximum amount payable by us as shown in the d) wines,spirits and tobacco kept for entertainment purposes; Declarations in respect of each of INSURING CLAUSES 2 e) works of art or precious metals; (SECTIONS D and E only) and 3. The amount applies to each Q fixed glass in windows,doors and fanlights,glass showcases,glass incident of loss or damage occurring during the period of the shelves,mirrors and sanitary fixtures and fittings; policy provided always that after the first incident of loss or g) heating oil for your premises contained in fixed tanks in the damage you comply with our recommendations to prevent any open at the address shown in the Declarations; further incidents of loss or damage. h) tenants improvements, decorations, fixtures and fittings including, if attached to the building,external signs,aerials and S. "Bodily injury" satellite dishes; means: a) in respect of INSURING CLAUSE I death, bodily injury, I) pipes,ducting.cables,wires and associated control equipment at the address shown in the Declarations and extending to the mental injury,illness or disease; public mains. b) in respect of all other INSURING CLAUSES: I) death,bodily injury,mental injury,illness,disease,shock, "Contents of every description"does not include money or the mental anguish or humiliation;and personal belongings of your senior executive officers or ii) false arrest,detention or imprisonment,and employees or visitors to your premises. iii) malicious prosecution;and 12. "Costs and expenses" iv) wrongful entry into,or eviction of a person from,a room, dwelling or premises that the person occupies. means: a) in respect of INSURING CLAUSE I and 2(SECTIONS A 6. "Breach of client contract" and B only): means your unintentional breach of a contract relating to the 1) your legal costs and expenses in the defense or performance of your business activities for a client. settlement of any claim made against you;and 7. "Business activities" ii) your legal costs and expenses in the defense of any criminal claim made against you, provided that we means: maintain all rights of subrogation against any senior a) in respect of INSURING CLAUSES I and 21 the Business executive officer or employee ifthey are found guilty Activities as stated in the Dedarations; of such a criminal act and b) in respect of all ocher INSURING CLAUSES,the Business iii) your legal costs and expenses incurred in quashing or Activities as stated in the Dedatations and shall include,for the challenging the scope of any subpoena or witness purpose of those Business Activities: summons ordering you to disclose or produce any I) the ownership,repair and maintenance of your property; information or material which was created,produced or Ii) provision and management of canteen,social,sports and disseminated by you;and welfare organization for the benefit of your senior iv) interest on that part of any judgment we pay that accrues executive officers or employees and medical, fire after entry of the judgment.and before we have paid, fighting,and security services; offered to pay, or deposited in court the part of the Iii) attendance at conferences and tradeshaws as either an judgment that is within the limit of liability; exhibitor or visiton b) in respect of INSURING CLAUSES (SECTIONS D and B. "Claim" E only)3,the costs and expenses incurred by you or on your means: behalf in establishing that you have sustained a loss or damage a) a demand for money, services, retraction or correction, and the quantum of such:loss or damage or the costs and including the service of suitor institution of arbitration;or expenses incurred by you or on your behalf in mitigating any b) mediation proceedings;or such loss or damage; c) a threat or initiation of a suit seeking injunctive relief(meaning c) in respect of INSURING CLAUSE 3 (SECTION A only). CF hail Limited i's Authorized and Regulated bi Financial to A �ltomy react O1,9MWI RES 6 the necessary and reasonable costs and expenses you incur to phishing,denial of service attack,that has been initiated by any third remove debris from your premises or the area immediately party or by any employee and that is designed to damage,destroy. adjacent,following damage covered under this INSURING corrupt, overload, circumvent or impair the functionality of any CLAUSE; computer system. d) in respect of INSURING CLAUSES 2(SECTION E only) and 3 (SECTION C only), the necessary and reasonable 20. "Income" additional costs and expenses you incur in order to continue means your total income from your business activities less direct your business activities as stated in the Declarations during costs, the indemnity period; 21. "Indemnity period" e) in respect of INSURING CLAUSE 4(SECTIONS A,B,C, means the period beginning at the date of the damage,or the date D,E and G only),your legal costs and expenses in the defense the restriction is imposed,and lasting for the period during which or settlement of any claim made against you. your income or expenditure is affected as a result of such damage Subject to all costs and expenses being incurred with the Claims or restriction,but for no longer than the number of months shown Managers'written agreement(such agreement not to be unreasonably in the Declarations. withheld). 22. "Insured damage" If costs and expenses are shown in the Declarations to be in means damage,to property provided that addition to the aggregate limit of liability or limit of liability in a) the damage is covered under INSURING CLAUSE 4 respect of INSURING CLAUSES I, 2 (SECTIONS A and B (SECTION A only);or only) and 4 (SECTIONS A, B, C, D, E and G only), and if a b) an insurer has paid the claim,or has agreed to pay the claim, payment in excess of the amount of indemnity available hereunder under any other insurance covering such damage. has to be made to dispose of any claim,our liability for such costs 23. "Limit of liability" and expenses shall be such proportion thereof as the amount of means the maximum amount payable by us as stated in the indemnity available hereunder bears to the amount required to Declarations in respect of each claim or loss,or in respect of each dispose of such claim,subject always to the maximum amount of accident giving rise to medical expenses. costs and expenses shown in the Declarations. 24. 'Loss ofa limb" Costs and expenses are always included in the amount insured means loss by physical separation of a hand at or above the wrist,of in respect of INSURING CLAUSES 2(SECTIONS D and E only) a foot at or above the ankle,and includes total and irrecoverable loss and 3. of use of a hand,arm or leg. 13. "Cyber peril" 25. "Loss of sight" means any: means total and irrecoverable loss of sight. a) hacking attack or virus;or b) malicious damage to your computer systems by an 26. "Loss' employee;or means direct financial loss sustained by you. c) failure of a third party hosting your computer systems as 27 "Money' a direct result of(a)or(b)above. means cash, bank and currency notes, checks, travellers checks, 14. "Damageldamaged" postal orders;money orders,crossed bankers'drafts,current postage means direct physical damage to, or destruction of. or loss of stamps,savings stamps and certificates, trading stamps,gift tokens, possession of, tangible property. In respect of INSURING customer redemption vouchers,company sales vouchers,credit card CLAUSES I,2(SECTIONS A and B only)and 4 damage does counterfoils,travellers tickets and contents of franking machines,all not include damage to or destruction of,or loss of possession of, belonging to you'. or loss ofuse of,or corruption of,data. 26. "Medical expenses" 15. "Documents" means reasonable expenses for. means deeds,wills,agreements,maps,plans,records,books,letters, a) first aid administered at the time of an accident certificates,forms,computer programs or any other data media and b) necessary medical,surgical,x ray and dental services,including documents of any nature whatsoever. whether written, printed or prosthetic devices; reproduced by any other method(other than bearer bonds,coupons, c) necessary ambulance,hospital,professional nursing and funeral bank notes,currency notes and negotiable instruments). services. 16. "Employee" 29. "Period of the policy" means any person employed by the company named as the Insured In means: the Declarations,or any subsidiary. a) the period between the Inception Date shown in the Declarations and the Expiry Date shown in the.Declarations:or Employee does not include any senior executive officer of the b) the period between the Inception Date shown in the company named as the Insured In the Declarations, or any Declarations and the expiry of any applicable Extended subsidiary,or placed personnel. Reporting Period;or 17. "Employee benefit program" c) the period between the Inception Date shown in the means group automobile insurance,group homeowners insurance. Declarations and the date on which the Policy is cancelled in group life insurance,group dental insurance,group health insurance, accordance with CONDITION II. profit sharing plans, pension plans, early retirement offerings, 30. "Permanent total disablement" employee investment subscription plans,Workers' Compensation, means disablement which entirely prevents the injured person from Unemployment Insurance,Social Security,Disability Benefit Insurance, attending to any business or occupation for which he is reasonably travel,savings or vacation plans or any similar benefit programssuited by training,education or experience and which lasts for 24 I& "Extra expense" calendar months and at the expiry of that period being beyond hope means the necessary and reasonable extra costs and expenses you of improvement. incur in order to continue your business activities during the 31. "Personal injury" indemnity period. means: 19. "Hacking attack" a) false arrest,detention or imprisonment-,or means any malicious or unauthorized electronic attack including but b) malicious prosecution;or not limited to any fraudulent electronic signature,brute force attack c) wrongful entry into, or eviction of a person from, a room, dwelling or premises that the person occupies. IBES 7 32. "Placed personnel" 40. "Senior executive officer" means any person placed by you on a temporary or permanent basis means board members, executive officers, in-house lawyers, risk with a client. managers, chief operating officers, chief technology officers, chief information officers,and chief privacy officers of the company named 33. "Premises" as the Insured in the Declarations,or any subsidiary. means a.building(including any outbuildings)occupied in connection with your business activities. Senior executive officer does not include placed personnel. 34. "Privacy breach costs" 41. "Subsidiary" means any sumsreasonably required to: means any company which the company named as the Insured in the a) fulfil any obligation you have to notify third parties of an actual Declarations controls through: or suspected breach of privacy in relation to any personal a) holding 50%or more of the voting rights;or information:or b) having the right to appoint or remove 50%or more of its board b) establish a credit monitoring service or identitytheft helpline;or of directors;or c) conduct an independent security audit of your computer c) controlling alone,pursuant to a written agreement with other systems to identify the source of the privacy breach. shareholders or members. 50%or more of the voting rights [herein. 35. "Privacy obligations" means your legal obligations arising directly from: 42. "Temporary total disablement" a) any privacy statement governing the handlingof information on means disablement which entirely prevents the injured person from your computer systems;or attending to his business or occupation. b) any written contract between you and a third party governing the processing and storage of credit card information on your 43. "Third party" computer systems;or means any person or company who is not a senior executive c) any implied contractual duty to use reasonable care and skill in officer employee company named as the Insured in the the handling of personal data or credit card information Declarations or any subss theidiary and not placed personnel. (including breaches of the Payment Card Industry Data Security 44, "Virus" Standard);or means any malicious software code including but not limited to any d) any legal obligation to notify individuals of an actual or potential logic bomb,trojan horse or worm that has been introduced by any breach of their private or confidential data;or third parties or by any employees and that is designed to damage, e) statutory data protection regulations in the country or destroy,corrupt,overload.circumvent or impair the functionality of countries where you operate, including industry specific data computer systems. protection and security regulations (e.g. the Healthcare Insurance Portability and Accountability Act 1996) as they 45. "We/our/us" currently exist and as amended. means the Underwriters,named in the Declarations. 36. "Pollution" 46. "Withheld fees" means pollution or contamination of the atmosphere,or of any water, means any contactually due fee that your client refuses to pay you, land,buildings or other tangible property. but excludes any par[of the fee that represents your profit or mark- up or liability for taxes. 37. "Profit sharing plans" means only such plans that are equally available to all full time 47. "Workmanship" employees. means any physical workmanship in manufacture, fabrication, construction, erection, installation, assembly, alteration,servicing, 38. "Product" remediation,repair,demolition or disassembly(including any materials. means any tangible property(including containers,packaging,labelling parts or equipment furnished in connection therewith)by you, or instructions,but explicitly excluding any software,data,or source code) after it has left your custody or control which has been 48. "Wrongful act" designed,specified,formulated,manufactured,constructed.installed, means any ac[or event the subject of INSURING CLAUSES I and sold, supplied, distributed, treated, serviced, altered, processed, 2(SECTIONS A and B only) of this Policy for which you have cleaned, renovated or repaired by you or on your behalf in the purchased coverage. course of your business activities. 49. "You/your" 39. "Rectification costs" means: means chose costs that you incur as a result of the use of external a) the company named as the Insured in the Declarations,or any conssubsidiary;and incur to p contactors or advisers or any a avoidance costs that you incur ro pay your employees. For the avoidance of doubt, b) any past, present or future senior executive officer or rectification costs does net include the basic salaries of your employee of the company named as the Insured in the employees or your offree expenses or any payments that you have Declarations or any subsidiary,but does not include placed paid or agreed to pay as part of any service or maintenance contract. personnel. EXCLIJ�IONS We will not 2. Marine and aviation a) make any payment on your behalf for any claim;or arising directly or indirectly from the ownership,possession or use b) incur any costs and expenses:or by you or on your behalf of any aircraft, hovercraft, offshore c) reimburse you for any loss,damage,legal expenses,fees or installation,rig,platform or watercraft. costs sustained by you;or d) pay any medical expenses: 3. Auto arising directly or indirectly from the ownership,possession or use EXCLUSIONS RELATING TO OTHER INSURANCES: by you or an your behalf of any motor vehicle ortrailer other than bodily injury or damage: 1. Bodily injury to or damage suffered by employees a) caused by the use of any tool or plant forming part of or arising directly or indirectly out of bodily injury to or damage attached to or used in connection with any motor vehicle or suffered by your senior executive officers or employees. trailer; OCFC RES 8 b) occurring beyond the limits of any carriageway or thoroughfare and 14. Directors'and officers'liability caused bythe loading or unloadingofany motorvehicle or taller; arising out of any personal liability incurred by your senior c) arising out of the use of any motor vehicle or trailer temporarily executive officers when they are acting in that capacity or managing in your custody or control for the purpose of parking; you,or arising from any statement,representation or information d) occurring beyond the limits of any carriageway or thoroughfare regarding your business contained within any accounts, reports or and caused by the use ofany unlicensed vehicle,including but financial statements. not limited to snowmobiles and all terrain vehicles,in the course of your business activities; I5. Other insurance for which you are entitled to indemnity under any other insurance provided always that we will not make any payment on your behalf except for: or incur any costs and expenses in respect of any legal liability for a) any additional sum which is payable over and above such other which compulsory insurance or security is required by legislation or insurance:or for which a government or other authority has accepted responsibility. b) any contribution that we are obliged to make by law and that contributionshall be in proportion to the respective limits of However, this EXCLUSION shall not apply in respect of liability or amounts insured of the Policies. INSURING CLAUSE 4(SECTIONS Dare E). 4. Automobile use without owner's consent EXCLUSIONS RELATING TO THE CONDUCT OF arising out of or relating directly or indirectly to the use by you of YOUR BUSINESS: any automobile or trailer without the agreement of the owner. 16. Benefit laws 5. Commercial passenger vehicles arising directly or indirectly out of your failure to comply with the arising out of or relating directly or indirectly to the use by you of a mandatory provisions of any law concerning Workers'compensation, commercial passenger vehicle including,.but not limited to,a coach,bus unemployment insurance,social security,disability benefits or pension or minibus,or any other vehicle containing 9(nine)or more people. benefits. 6. Personal injury 17. Chargebacks in respect of INSURING CLAUSES I and 3,arising directly or arising directly or indirectly from any chargeback, liability or fee indirectly out of personal injury. incurred by you as a result of a merchant serviceprovider,including any credit card company or bank.wholly or partially reversing or 7. Project-specific insurance preventing a.payment transaction, unless specifically covered under arising out of any project for which you have purchased project INSURING CLAUSE 2(SECTIONS B and C only)for which specific insurance. you have purchased coverage. 8. Product guarantee 18. Circumstances known at inception for costs incurred in the repair,alteration.reinstatement,inspection, arising out of any circumstances or occurrences which could give rise reconditioning or replacement of any product or part thereof and to a claim,loss or damage under this Policy or any accidents giving any financial loss consequent upon the necessity for such repair, rise to medical expenses of which you are aware, or ought alteration,reinstatement,inspection,reconditioning or replacement, reasonably to be aware,prior to the Inception Date of this Policy, other than in respect of INSURING CLAUSE I when you are whether notified under any ocher insurance or not, legally obliged to pay these sums to a client 19. Employee benefit program advice 9. Product recall arising directly or indirectly from: arising directly or indirectly from the recall of any product or part a) advice given to any person to participate or not to participate thereof except for claims made under INSURING CLAUSE I inany plan included in your employee benefit program; where you are legally liable for these costs to a third party as the b) the failureof any investment to perform as represented by you. direct result of a wrongful act committed or alleged to have been committed by you. 20. ERISA arising out of or resulting from your acts related to any pension, 10. Products liability healthcare,welfare,profit sharing,mutual or investment plans,funds in respect of INSURING CLAUSES l and 2(SECTIONS Aro or trusts;or any violation ofany provision of the Employee Retirement C only),arising directly or indirectly out of bodily injury or damage Income Security Aa of 1974.or any amendment to the Act or any caused by a product. violation of any regulation,ruling or order issued pursuant to the Act. 11. Workmanship 21. Hired or leased vehicles exclusions in respect of INSURING CLAUSES I and (SECTIONS A to in respect of INSURING CLAUSE 4(SECTION E only).arising C only),arising directly or indirectly out of bodily injury or damage out of or relating directly or indirectly to: caused by workmanship, a) damage to tires or consisting of or caused by mechanical 12. Employment practices failure or breakdown of any part of an automobile or by rusting, arising out of or resulting from any actual or alleged: corrosion, wear and tear, freezing or explosion withinthe a) refusal to employ any person:or combustion chamber: b) wrongful or unfair dismissal;or b) damage to contents of trailers or to rugs or robes: c) form of discrimination;or c) damage occurring after theft by any person residing in the d) harassment or unfair treatment;or dwelling g p remises as you; e) other misconduct, d) damage caused by any employee engaged in the operation; with respect to any employee,third party or placed personnel, maintenance or repair of the automobile. 13. Employers'liability 22. Faulty workmanship arising directly or indirectly out of bodily injury to your senior arising from damage to your property or premises caused directly executive officers or employees. or indirectly by misuse,inadequate or inappropriate maintenance, faulty workmanship,defective design,the use of faulty materials or However, this EXCLUSION shall not apply to employees on whilst being cleaned,worked on or maintained. whose behalf contributions are required to be made by you under the provisions of any Workers' Compensation Law in respect of 23. Long term leased vehicles whom liability has been denied by any Workers' Compensation arising out of or relating directly or indirectly to any automobile or authority. trailer hired or leased by you from a third party for a period greater than 30 consecutive days. CFC Underwriting Limited syluthonzed and Regulated by,the Finorcnl�bjpduct Authority; r RFS 9 24. Hazardous devices date specified as the Retroactive Date in the Declarations. arising directly Or indirectly from any product which with your knowledge is intended for incorporation into the structure,machinery 35. RICO or controls of any aircraft, other aerial device, military vehicle, for or arising out of any actual or alleged violation of the Organised hovercraft,waterborne craft or any medical equipment Crime Control Act of 1970 (commonly known as the Racketeer Influenced and Corrupt Organisation Act or RICO),as amended.or 25. Inadequate server capacity any regulation promulgated[hereunderor any similar federal.state or in respect of INSURING CLAUSE 2(SECTION E only),for any local law,whether such law is statutory,regulatory or common law business interruption loss incurred as a result of your servers not having the sufficient capacity to process all of the requests placed 36. SEC for or arising out of the actual or alleged violation of the Securities upon them solely because the demand for your websites is larger than the servers are designed to process,unless the reason for such Act of 1933, the Securities Exchange Act of 1934, or any similar levels of demandis due to an attack on your service levels by any regional,provincial,territorial,state or(ideal law,or any amendment malicious denial of service attack. to the above laws or any violation of any order,ruling or regulation issued pursuant to the above laws. 26. Internet infrastructure failure in respect of INSURING CLAUSE 2(SECTIONS D and E only), 37. Unjust enrichment arising directly or indirectly from the failure of external networks, for that part of any claim that results in you being in a better financial cables,and core in[ernet infrastructure server, position as a direct result of your wrongful act than you would have been if you had not committed the wrongful act. 27. Legal Action where action for damages is brought in a court of law outside the 3R. Unsolicited communications [erri[ones specified in the Declarations,or where actionis.brought in a arising.directly or indirectly from any violation of: court of law within those territories to enforce a judgement outside of a) the CAN-SPAM Act of 2003 or any subsequent amendments to those temtories whether by way of reciprocal agreement or otherwise. that Act;or 28. Limiting recovery rights b) the Telephone Consumer Protection Act(TCPA)of 1991 or in respect of INSURING CLAUSE i only,anang directly or indirectly any subsequent amendments to that Act:,or out of your failure to take reasonable steps to ensure that our rights c) any other law, regulation or statute relating to unsolicited of recovery against any third party are not unduly restricted or communication. distribution. sending or transmittingof any financially limited by a specific term in any contract or agreement communication via telephone or any other electronic or telecommunications device. 29. Liquidated damages,service credits and penalty clauses in respect of INSURING CLAUSE I only,for liquidated damages 39. Valuable commodities or service credits,or arising out of penalty clauses. in respect of INSURING CLAUSE I (SECTION C only),arising from lass of cash.bank currency,promissory notes, securities for 30. Machinery or computer breakdown money, deeds, bonds, bills of exchange, stamps, medals, coins, In respect of INSURING CLAUSE 3 (SECTION A only),arising jewellery,furs,gold,silver,precious metals,gems,precious stones or directly or indirectly from: articles composed of any of these. a) damage to your electrical or mechanical plana or b) loss or distortion of your data or your computer systems, �' Wilful or dishonest acts of senior executive officers television or video equipment. photographic; photocopying, in respect of INSURING CLAUSES 1,2 and 8 only,arising out of surveying or telecommunications equipment; any wilful,malicious,reckless or dishonest act or omission by you. resulting from its own breakdown,explosion or collapse. GENERAL INSURANCE EXCLUSIONS: However,we will reimburse you under INSURING CLAUSE 3 41. Antitrust (SECTION A only),up to the amount insured for loss occurring for or arising out of any actual or alleged antitrust violation,restraint during the period of the policy following breakdown of your of trade,unfair competition,fake.deceptive or unfair trade practices, computer systems, but only if your computer systems are violation of consumer protection laws or false or deceptive subject to a manufacturer's guarantee or a maintenance contract advertising other than: providingfree parts and labor in the event of a breakdown,and only a) where specifically covered under INSURING CLAUSES I where the loss is not covered under INSURING CLAUSE 2, and 2 for which you have purchased coverage,or (SECTION D only), regardless of whether you have purchased b) any covered portion of any claim based on your alleged INSURING CLAUSE 2(SECTION D only)and regardless of any unauthorized use of a third party's trademark. exhaustion of the amount insured of INSURING CLAUSE 2, 42 Asbestos (SECTION D only). arising directly or indirectly or resulting from or contributed to by 31. Patents the manufacturing,mining,use.sale,installation,removal,distribution arising out of the actual or alleged infringement of any patent or of or exposure to asbestos,materials or products containing asbestos, inducing the infringement of any paten[. or asbestos fibers or dust. 32. PCI implementation 43. Associated companies in respect of INSURING CLAUSE 2 only,as a result of fines or a) in respect of any claim made by any company, firm or penalties from your acquiring bank arising directly from your failure partnership in which the company named as the Insured in the to implement security measures in accordance with the PCI Data Declarations has greater than a 10% executive or financial Security Standard implementation timetable,where a data breach has interest, unless such claim emanates from an independent not occurred. third party;or b) in respect of any claim made by any company,firm,partnership 33. Programming errors or individual which has greater than a 10%executive or financial in respect of INSURING CLAUSE.2(SECTIONS D and E only), interest in the company named as the Insured in the arising directly or indirectly from any computer programming error, Declarations or any subsidiary, unless such claim emanates software bug,softwareimplementation or upgrade error from an independent third party:or 34. Retroactive Date c) arising out of or resulting from any of your activities as a in respect of INSURING CLAUSES 1,.2(SECTIONS A and B trustee,partner,officer,director or employee of.any employee only)and 4(SECTION G only),arising out of any event or actual trust charitable organization,corporation,company or business or alleged wrongful act occurring,in whole or in part, before the ocher than that of the company named as the Insured in the ® ' t RES 10 Declarations or any subsidiary;or example, if the windstorm damages a heating system and fire d) in respect of any claim madeby or on behalf of the company results,the loss or damage attributable to the fire is covered named as the Insured in the Declarations or any subsidiary. subject to any other applicable policy provisions. 44. Earthquake 52. Nuclear In respect of INSURING CLAUSE 3 only,caused by earthquake. arising directly or indirectly from or contributed to by: except for: a) ionizing radiations or contamination by radioactivity from any a) ensuing loss or damage which results directly from fire, nuclear fuel or from any nuclear waste from the combustion of explosion,smoke or leakage from fire protective equipment;or nuclear fuel; b) ensuing damage to contents of every descriptionwhile in b) the radioactive,toxic,explosive or other hazardous properties of transit. any explosive nuclear assembly or nuclear component thereof. 45. Electromagnetic fields i3. Pollution arising directly or indirectly out of,resulting from or contributed to arising directly or indirectly our of. by electromagnetic fields,electromagnetic radiation,electromagnetism, a) pollution or contamination of the atmosphere,or of any water, radio waves or noise. land,buildings or other property; b) any enforcement action in connection with the containment clean- 46. Flood up,removal or treatment of such pollution or contamination; in respect of INSURING CLAUSE 3 only, caused by flood, including waves,tides,tidal waves,or the rising of.the breaking out, but this EXCLUSION shall not apply in respect of: or the overflow,of any body of water whether natural or manmade, a) INSURING CLAUSE I (SECTION F only);or but this EXCLUSION does not apply to: b) premises leased to.hired by,on loan to or held in trust by you a) ensuing loss or damage which results directly from fire, or otherwise in your care,custody or control in respect of, explosion,smoke or leakage from fire protective equipment;or i) bodily injury caused by smoke,fumes,vapor or soot from b) ensuing damage to contents of every description while in equipment used to heat the building;or transit. ii) bodily injury or damage arising out of heat smoke or fumes from a hostile fire.For the purpose of this EXCLUSION a 47. Fines hostile fire means one which becomes uncontrollable or for fines,penalties,civil or criminal sanctions and multiple damages, breaks out from where it was intended to be; unless specifically covered under INSURING CLAUSE 2, c) INSURING CLAUSE 3(SECTIONS A and C only)to the SECTION B,part(c)for which you have purchased coverage. backing up of sewers,sumps,septic tanks or drains. 48. Insolvency 54. Toxic mold&fungus arising out of or relating directly or indirectly from your insolvency arising directly or indirectly from any loss.bodily injury,damage, or bankruptcy,or the insolvency or bankruptcy of any third party. costs or expenses, including, but not limited to, losses,damage, Furthermore,no coverage is provided under INSURING CLAUSE costs or expenses related to,arising from or associated with clean- 2,SECTION E or INSURING CLAUSE 3 SECTION C,if you up,remediation,containment,removal or abatement,caused directly become insolvent or bankrupt, or indirectly,in whole or in part,by: 49. Land or water a) any fungus,mold,mildew or yeast,or arising directly or indirectly from damage to land or water within b) any spore or toxins created or produced by or emanacingfrom or below the boundaries of any land or premises presently c atony such fungus,mold,mildew or yeast:or time previously owned or leased by you or otherwise in your care, c) any substance,vapour,gas, or other emission or organic or custody or control. inorganic body or substance produced by or arising out of any fungus,mold,mildew or yeast;or 50. Miscellaneous property exclusions d) any material,product,building component,building or structure, in respect of INSURING CLAUSE 3 only, arising directly or or any concentration of moisture,water or other liquid within indirectly from: such material, product, building component; building or a) wear and tear,inherent defect,rot,vermin or infestation,or any structure,that contains,harbors,nurtures,or acts as a medium gradually operating cause; for any fungus, mold, mildew yeast, or spore or toxins b) dryness or humidity, being exposed to light or extreme emanating therefrom; temperatures,unless the damage is caused by storm or fire: c) coastal or river erosion; regardless of any other cause, event. material,product or building d) a rise in the water[able; component that contributed concurrently or in any sequence to that e) theft from an unattended vehicle unless the stolen item is out loss,bodily injury,damage,cost or expense. of sight; However, this EXCLUSION shall not apply in respect of O frost,other than damage due to water leaking from burst pi pes INSURING CLAUSE Iwhere the loss,bodily injury,damage, forming par[of the permanent internal plumbing provided the - costs or expenses arose directlyfrom a wrongful act committed by premises are occupied and in use; you in the course of your business activities. g) arising directly or indirectly from unexplained loss or disappearance or inventory shortage of your property; For the purposes of this EXCLUSION the following definitions are h) a hacking attack or virus. added to the Policy: 51. Named windstorms Fungus includes, but is not limited to, any plants or organisms in respect of INSURING CLAUSE 3(SECTIONS A and C only), belonging to the major group Fungi,lacking chlorophyll.and including caused: molds,rusts,mildews,smuts and mushrooms. a) directly or indirectly by a windstorm which is given a name by the National Hurricane Center, Miami, FL, regardless of any Mold includes,but is not limited to,any superficial growth produced other cause or even[that contributes concurrently or in any on damp or decaying organic matter or on living organisms,and fungi sequence to the loss or damage:or that produced molds, b) by rain,snow,sand or dust,whether driven by wind or not,if Spore means any dormant or reproductive body produced by or that loss or damage would not have occurred but for a arising from or emanating out of any fungus;mold,mildew,plants, windstorm which is given a name by the National Hurricane organisms or microorganisms. Center,Miami, FL. But if the windstorm results in a cause of loss or damage other than rain,snow,sand or dust,and that 55. Trade debt resulting cause of loss or damage is not otherwise excluded arising out of or in connection with any trading losses or trading under this Policy,we writ pay for that loss or damage.For liabilities incurred by any business managed or carried on by you,or RES any loss of your profit arising from the loss of any client,account or For the purpose of this EXCLUSION an act of terrorism means business. an act,including but not limited to the use of force or violence or the 56. War and terrorism threat thereof, of any person or group of persons,whether acting directly or indirectly caused by,resulting from or in connection with alone or on behalf of or in connection with any organization or government,committed for political,religious,ideological similar any ri the following regardless of any other cause even[ purposes including the intention to influence any government t or to contributing concurrently or in any other sequence to the claim, put the public,or any section of the public,in fear. loss or damage; a) war, invasion, acts of foreign enemies, hostilities or warlike This EXCLUSION also excludes claims,losses,damage,costs operations(whether war be declared or not),civil war,rebellion, and expenses of whatsoever nature directly or indirectly causedby, insurrection,civil commotion assuming the proportions of or resulting from or in connection with any action taken in controlling. amounting to an uprising,military or usurped power;or preventing,suppressing or in any way relating to a)or b)above. b) any act of terrorism. This EXCLUSION does not apply to any claim or loss arising directly from a hacking attack or virus. • 9 • I. What you must do in the event of a claim or loss If any of your computer systems are lost or stolen while they are Should a senior executive ofcer become aware of any claim,loss temporarily removed from your premises,we will not make any or damage the following obligations must be complied with by you: payment unless you report the loss to the police within 48 hours a) You must not admit liability for or settle or make or promise after you become aware of it, any payment in respect of any claim,loss or damage which may be covered under this Policy. Neither must you incur any What you must do in the event of a circumstance which may costs or expenses in connection with such a claim,loss or give rise to a claim damage without our written agreement. Should a senior executive officer become aware of: a) a situation that could give rise to a claim;or However,you should arrange for any urgent repairs following b) an allegation or complaint made or intimated against you; damage covered under INSURING CLAUSE (3 SECTION A only),to be done immediately.Before any other then you have the option of whether to report this circumstance to repair work begins we have the right to inspect your damaged us or not.However,if you choose not to report this circumstance property.We will notify you if we intend to do this. we shall not be liable for that portion of any claim that isgreater than it would have been had you reported this circumstance. b) The Claims Managers,as specified in the Declarations,must be notified as soon as is reasonably possible and in any event within If you choose to report this circumstance,you must do so within 75 days if during the period of the policy; the period of the policy,or the period of any applicable Extended i) you suffer any loss or damage that could be covered by Reporting Period,for it to be considered under this Policy and we this Policy or a senior executive officer becomes aware will require you to provide full details of the circumstance,including that a claim has been made against you,whether verbal but not limited to: or made in writing;or a) the time,place and nature of the circumstance;and ii) a senior executive officer discovers reasonable cause an the manner in which you first became aware of this for suspicion of fraud or dishonesty whether this could circumstance;and give rise to claim under this Policy or not and we shall c) the reasons why you believe.that this circumstance is likely to not be liable under this Policy for any claim or loss result in a claim;and sustained in consequence of any fraudulent or dishonest d) the identity of the potential claimant;and act or omission committed after the date of such e) an indication as to the size of the claim that could result from discovery. this circumstance. We have nominated Claims Managers to accept notice on our Based on these details we will decide whether to accept this behalf.Due to the nature of the coverage offered by this Policy, circumstance as one which could reasonably be expected to give rise any.unreasonable delay by you in notifying the Claims Managers to a claim. If we accept this circumstance, we will regard any of(i)or(ii)above could lead to the size of the claim,loss or subsequent claim that may arise as notified under this Policy damage increasing or to our rights being restricted,We shall 3. Continuous cover not be liable for that portion of any claim that is due.to any If you have neglected,through error or oversight only.to report a unreasonable delay in you notifying the Claims Managers of any claim made against you during the period of a previous renewal of claim,loss or damage in accordance with this clause. this Policy issued to you by us. then provided that you have c) We will expect you to provide us with full and accurate maintained uninterruptedinsurance of the same type with us since information about any matter that you notify to us under your the expiry of that earlier Policy,then,notwithstanding EXCLUSION obligations set out above.Once notice has been made you must 18,we will permit the matter to be reported under this Policy and give the Claims Managers all the assistance and information that will indemnify you,provided that is reasonably required. You must follow their advice and do a) the indemnitywill be subject mthe applicable aggregate limit anything that they reasonably require.you to do to avoid, of liability or limit of liability of the earlier Policy under minimize,reale or defend any claim,loss or damage. which the matter should havebeen repotted or the aggregate limit of liability or limit of liability of the current Policy, If you think a crime has been committed you must report it to the whichever is the lower, appropriate taw enforcement authorities.You must also permit the b) we may reduce the indemnity entitlement by the monetary Claims Managers and any other parties that are appointed by the equivalent of any prejudice which has been suffered as a result Claims Managers to notify the appropriate law enforcement of the delayed notification; authorities of any claim, loss or damage where this action is c) the indemnity will be subject in addition,to all of the terms, deemed necessary,and you must comply with the advice given by CONDITIONS,DEFINITIONS and EXCLUSIONS,other such authorities. than the aggregate'.limit of liability or limit of liability, contained in this current Policy. ChiD.Underi bmu�ed'e,A�tho;ized and Regulated by the Financial ConcluctAuffority r RES 12 4. Fraudulent claims c) by us if we give you 15 days written notice,should any amount If you notify us of any claim knowing that claim to be false or in default not be paid within IS days of the due date shown in fraudulent in any way,we shall have no responsibility to pay that claim the'Debit Note that accompanies this Policy, or any other claims under this insurance and the Policy will be treated as if it had not been effected. If you give.us notice of cancellation in accordance with a)above,the earned Premium shall be pro rata to the number of days that the 5. Agreement to pay claims Policy is in effect. We have the right and duty to take control of and conduct in your name the investigation settlement or defense of any claim.We shall If we give you notice cancellation in accordance with b) c) also pay on your behalf costs and expenses incurred with our above,the earned Premium m shall be pro rata to the number of days prior written agreement(subject to the Limits of Liability shown in that the Policy is in effect. the Declarations)provided that we shall not pay for the costs and The Policy Administration Fee shall be deemed fully earned upon expenses of any part of claim that is not covered by this Policy. inception of the Policy. We shall always endeavor to settle any claim through negotiation, 12. Additional insureds mediation or some other form of alternative dispute resolution and shall We shall indemnify any third party as an additional Insured under pay on your behalf the amount so agreed by us and the claimant if we this Policy,but only in respect of sums which they become legally cannot settle by such means,we shall pay the amount which you are obliged to pay(including liability for claimants'casts and expenses) found liable to pay either in court or through arbitration proceedings, as a result of a claim arising solely out of a wrongful act committed subject always to the Limit of Liability shown in the Declarations. by you or arising solely out of accidental bodily injury or damage If you refuse to agree to a settlement that we recommend and that caused by you,provided that. the claimant will accept,then you must then defend,investigate or a) you contracted in writing to indemnify the third party for such settle the claim at your own expense.As a consequence of your a claim prior cc it first being made against them;and refusal,our liability for any claim shall not be more than the amount b) had the claim been made against you, then you would be that we could have settled the claim had you agreed,plus any costs entitled to indemnity under this Policy. and expenses incurred prior to the date of such refusal. Where we indemnify a third party as an additional insured under 6. Innocent non-disclosure this Policy,this Policy shall be primary and non-contributory to the We will not seek to avoid the Policy or reject any claim on the third party's own insurance,but only if youand the third party grounds of non-disclosure or misrepresentation except where the have entered into a contract that contains a provision requiring this. non-disclomre or misrepresentation was reckless or fraudulent or As a condition to our indemnification of any additional Insured: your senior executive officers failed to conduct a full inquiry prior it they shall prove to our satisfaction that the claim arose solely to providing the information that farms the basis of this insurance.In out of a wrongful act committed by you or arose solely out the event that we seek to avoid the Policy or reject any claim on of accidental bodily injury or damage caused by you;and this basis.the burden of proving otherwise`rests solely with you. ii) they shall fully comply with CONDITION I(a)above as if they 7. Your duty to advise us of changes were you. If a senior executive officer becomes aware that any of the Where a third party is indemnified as an additional Insured as a information that you have given us in the Application Form or result of this CONDITION, it is understood and agreed that any elsewhere in connection with your proposal for this insurance has claim made by that third party against you shall be treated by us materially changed then you must advise us as soon as practicable. as if they were a third party,not an additional Insured. In this event,we reserve the right to amend the terms,conditions or premium of the Policy. 13. Prior Subsidiaries In respect of INSURING CLAUSES I and 2(SECTIONS A and S. Risk management conditions B only),should an entity cease to be a subsidiary after the Inception Ifwe attach any additional conditions to your Policy regarding any risk Date of this Policy,cover in respect of such entity shall continue as if survey or risk management timetable or any other similar conditions it was ull a subsidiary,until the termination of this.Policy,but only then itis your responsibility to ensure that these conditions are in respect of any claim or loss that arises out of any wrongfulact complied with by the deadlines shown in the conditions, committed by that entity prior to the date that it ceased to be a 9. Our rights of recovery subsidiary. If any payment is made under this Policy in respect of a claim,loss 14. Mergers and acquisitions or damage and there is available to us any of your rights of recovery During the period of the policy, if the company named as the against any other party then we maintain all such rights of recovery, Insured in the Declarations or any subsidiary: We shall not exercise these rights against any senior executive a) purchases assets or acquires liabilities from another entity in an officer or employee unless such payment is in respect of any wilful, amount greater than 10%of theassets of the company named malicious or dishonest acts or omissions. as the Insured in the Declarations as listed in its most recent You must do nothing to impair any rights of recovery.At our request financial statement or you will bring proceedings or transfer those rights to us and help us b) acquires another entity whose annual revenues are more than to enforce them..Any recoveries shall beapplied as follows: 10% of the annual revenues of the company named as the a) first,to us up to the amount of our payment on your behalf Insured in the Declarations for their last completed financial including costs and expenses: year: b) then to you as recovery of your Deductible or other amounts then you shall have no coverage under this Policy for any claim,loss paid as compensation or costs and expenses. or damage that arises directly or indirectly out of the purchased or 10. Waiver of subrogation acquired entity unless the company named as the Insured in the Notwithstanding CONDITION 9 above we agree to waive our Declarations gives us written notice prior to the purchase or rights of subrogation against a responsible third party client of acquisition,obtains our written.agreement to extend coverage to yours but only ifyou and your client have entered into a contract such additional entities,assets or exposures,and agrees to pay any that contains a provision requiring us to do this. additional premium required by us. I. Cancellation If during the period of the policy the company named as the This Policy maybe cancelled: Insured in the Declarations consolidates or merges with or is acquired a) by you at any time on request;or by another entity,then all coverage under this Policy shall terminate b) by us if we give you 30 days written notice;or at the date of the consolidation.merger or acquisition unless we have jCFC Unde6writing Limited is Anthi and Regulated by-the Finaricial Conduct Anni 20 IBES 13 Issued an endorsement extending coverage under this Policy,and the a) cancellation or non-renewal by us is due to non-payment of company named as the Insured in the Declarations has agreed to any premium;or additional premium and terms of coverage required by us. b) cancellation or non-renewal by us is due to your failure to pay 15. Extended reporting period any amounts in excess of the applicable Limit of Liability of within the amount of the applicable Deductible as is required In respect of INSURING CLAUSES I,2(SECTIONS A and B by this Policy in the payment of claims. only)and 4(SECTION G only),an Extended Reporting Period of 60 days following the Expiry Date as shown in the Declarations shall At the renewal of this Policy,our quotation of different premium, be automatically granted at no additional premium.This Extended Deductible or Un it of Liability or changes in policy language shall not Reporting Period shall cover claims first made against you during constitute non-renewal by us for the purposes of granting this the period of the policy and notified to us during this 60 day Optional Extended Reporting.Period. Extended Reporting Period but only inrespect of any act,error or omission committed prior to the Expiry Dare shown in the Schedule. In no event shall the granting of the Extended Reporting Period or and subject to all other terms,conditions and exclusions of the policy. the Optional Extended Reporting Period increase the limit of No claim shall be accepted by us in this 60 day Extended Reporting liability or aggregate limit of liability. Period if you are entitled to indemnity under any other insurance,.or 17. Choice of law,legal action and service of suit would have been entitled to indemnity under that insurance but for In the event of a dispute between you and us regarding this Policy, the exhaustion thereofthe same shall be governed by the lawsof the State of the United 16. Optional extended reporting period States of America shown in the Choice of Law section of the In respect of INSURING CLAUSES I,2(SECTIONS A and B Declarations. We agree, at your request, to submit. to the only)and 4(SECTION G only),in the event of: jurisdiction of a Cour[of competent jurisdiction within the United a) cancellation or non-renewal of this Policy by us;or States of America. L) cancellation or nonrenewal of this Policy by you because you Nothing in this CONDITION constitutes or should be understood have ceased to trade as thedirect result of the retirement or to constitute a waiver of our rights to commence an action in any death of all of your senior executiveofficers: Court of competent jurisdiction in the United States of America,to if we or you decline to renew or cancel.this Policy,then you shall remove an action to a United Stares District Court,or to seek a have the right. upon payment of the Optional Extended Reporting transfer of acase to another Cour[as permitted by the laws of the Period Premium shown in the Declarations in full and not United States of America or the laws of any State of the United States proportionally or otherwise in part to have issued an endorsement of America. providing a 365 day Optional Extended Reporting Period which shall It is further agreed that service of process in such suit may be made be effective from the cancellation or non-renewal date.This Optional upon Mendes&Mount LLP at the address shown in the Declarations Extended Reporting Period shall cover claims firs[made,against you and that in any suit institutedagainst us,we will abide by the final and notified to us during this Optional Extended Reporting Period decision of such Court or of any Appellate Court in the even[of an but only in respect of any claim arising out of any act, error or appeal.Mendes&Mount LLP are authorized and directed to accept omission committed prior to the date of cancellation or non-renewal, service of process on our behalf in any such suit and,at your request, and subject to all other terms,conditions and exclusions of[he policy. to give a written undertaking to you that they will enter a general In order for you to invoke the Optional Extended Reporting Period appearance on our behalf in the event such suit is instituted. option, the payment of the Optional Extended Reporting Period Additionally.in accordance with the statute of any state,territory or Premium shown in the Declarations for this Optional Extended district of the United States which makes such a provision,we hereby Reporting Period must be paid to us within IS days of the date of designate the Superintendent,. Commissioner or Director of the non-renewalor cancellation. Insurance or other officer specified for that purpose in the statute. At the commencement of this Optional Extended Reporting Period or his successor or successors in office, as our true and lawful the entire premium shall be deemed earned and in the even[that you attorney upon whom may be served any lawful process in any action, terminate the Optional Extended Reporting Period for any reason suit orproceeding instituted by you arising out of this Policy.Meares prior to its natural expiration,we.will not be liable to return any &Mount LLP are hereby designated as the firm to whom the above- mentioned officer is authorized to mail such process or a copy premium paid. thereof. The right to the Extended Reporting Period or the Optional Extended Reporting Period shall not be available to you where: r s • NOTICE. POLICY NUMBER: PSI001206728 THE INSURED: Bob Hall Associates INCEPTION DATE: 15 Aug 2019 BROKER CRC Insurance Services License number 0778135 1815 Via EI Prado Suite 401 CA 1NFOIRMATION FOR • O ForSurpl us Lines Taxes filing purposes,stated below is the premium allocated to the insuring clauses purchased and the mix of insurers providing the security. INSURING CLAUSES 1,2 Premium: USD750.00 UMP: B087519C91NSOS1,of which the insurers are: Lloyd's syndicates: One Lime Street,London EC3M 7HA,UK CGA 2488 10.0000000% USD75.00 ATL1861 10.00000% USD75.00 AMA1200 10.00000% USD75.00 ASP 4711 9.00000% USD67.50 XLC 2003 7.00000% USD5250 MKL 3000 5.00000% USD37.50 NAV 1221 4.00000% USD30.00 EVE 2786 2.50000% USD18.75 Other insurers: Peleus Insurance Company 20.00000% USD150.00 8720 Stony Point Parkway,Suite 400, Richmond,VA,23235,US Fidelis Underwriting Limited 12.50000% USD93.75 122 Leadenhall Street,London,EC3V 4AB,GB HDI Global Speciality SE 10.000000/6 USD75.00 Roderbruchstrasse 26,Hannover,30655, DE INSURING CLAUSE 4 Premium: USD500.00 UMP: 3087519C9N5053,of which the insurers are: Lloyd's syndicates: One Lime Street, London EC3M 7HA,UK ATL 1861 15.00000°/o USD7S.00 ASP 4711 10.00000% USD50.00 CCM 2488 10.00000% USD50.00 AMA 1200 10.00000% USD50.00 B RT 2987 8.50000% USD42.50 MKL3000 5.00000% USD25.00 EVE 2786 2.50000% USD12.50 Other insurers: Fidelis Underwriting Limited 25.00000% USD125.00 122 Leadenhall Street,London, EC3V 4AB,GB Peleus Insurance Company 14.00000% USD70.00 8720 Stony Point Parkway,Suite 400, Richmond,VA,23235,US RES ADDITIONAL INSUREPEND�ORSEMENT ATTACHING TO POLICY NUMBER: PS1001206728 THE INSURED. Bob Hall Associates WITH EFFECT FROM. 15 Aug 2019 It is understood and agreed that the following amendments are made to this Policy. 1. The following DEFINITION is added: 'Additional insured"means. The City of Seal Beach , its directors,officials, officers, employees, agents and volunteers (Effective From: 18 Sep 2019) 221 Eighth Street Seal Branch CA 90740 US 2. Where an 'Additional insureds"CONDITION exists In this Policy, additional insureds are included as a third parry.. 3. Where an "Additional insureds" CONDITION does not exist in this Policy, the following CONDITION is added: Additional Insureds Additional insureds are indemnified under this Policy as if they were.you, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs andexpenses)as a result of any claim arising solely out of an act,error or omission committed by you or on your behalf, provided that had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured,they must prove to us that the claim arose solely out of an act,error or omission committed by you or on your behalf and fully comply with CONDITION as if they were you. When this CONDITION applies, it will be primary and non-contributory to the additional insured's owninsurance but only if you and the additional insured have entered into a contract that contains a provision requiring this. Whilst additional insureds are indemnified under this Policy, any claim made by additional insureds against you will be treated by us as if they were a third parry and not as a named insured. 4. The following CONDITION is added: Notice of cancellation to additional insureds If we give you notice of cancellation in accordance with the"Cancellation"CONDITION,we will endeavour to provide the same notice of cancellation to additional insureds', however, not doing so will not place any additional liability upon us. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorized Signnaattoory�� Authorized Signatory K'1 _ vth-ril" CFC Underwriting Ltd CFC Underwriting Ltd :r: :r: