Loading...
Item Q07 �S Q.7 I`� County of Monroe �y,4 ' �, "tr, BOARD OF COUNTY COMMISSIONERS County �a� Mayor Michelle Coldiron,District 2 �1 `ll Mayor Pro Tem David Rice,District 4 -Ile Florida.Keys ��� � � Craig Cates,District 1 Eddie Martinez,District 3 w Mike Forster,District 5 County Commission Meeting September 15, 2021 Agenda Item Number: Q.7 Agenda Item Summary #3631 BULK ITEM: No DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger(305) 292-3470 n/a AGENDA ITEM WORDING: Ratification of an agreement with the law firm of Persson, Cohen & Mooney, P.A. to provide outside counsel services to the County Attorney's Office and the Planning and Environmental Resources Department retroactive to August 20, 2021. ITEM BACKGROUND: The departure of Assistant County Attorneys Peter Morris and Steve Williams from the County Attorney's Office in the last year has given rise to the need to retain experienced counsel to represent the Planning and Environmental Resources Department. Andrew Mai of the law firm Persson, Cohen & Mooney, P.A. has over 20 years of experience representing local governments including a 13-year stint as the Osceola County Attorney. The other attorneys in the firm have extensive experience representing Florida local governments. Mr. Mai primarily will be tasked with providing representation to the department on pending development applications and issues at an hourly rate of$275 per hour. The other staff attorneys and contract outside counsel assigned to represent the department will focus on litigation and comprehensive plan and land development code amendments. The division of labor is intended to avoid any interruption in service or delay in project approvals. The County Administrator signed the initial agreement in order to fill the immediate need while the recruiting and hiring process for an in-house replacement continues. There may be some overlap while the newly hired in-house attorney comes up to speed on the pending matters. The contract is expected to exceed the Administrator's purchasing authority ($50,000) so ratification by the Board is necessary under the County Code and purchasing policy. The contract is effective retroactive to August 20, 2021, the date when the firm and the County Attorney negotiated the agreement. PREVIOUS RELEVANT BOCC ACTION: n/a CONTRACT/AGREEMENT CHANGES: new STAFF RECOMMENDATION: Approval Packet Pg. 3160 Q.7 DOCUMENTATION: Persson Cohen and Mooney agreement August 2021 FINANCIAL IMPACT: Effective Date: 8/20/2021 Expiration Date: TBD Total Dollar Value of Contract: TBD Total Cost to County: TBD Current Year Portion: TBD Budgeted: Yes Source of Funds: Fund 148—unincorporated ad valorem CPI: n/a Indirect Costs: n/a Estimated Ongoing Costs Not Included in above dollar amounts: $30,000 per month Revenue Producing: no If yes, amount: n/a Grant: no County Match: n/a Insurance Required: Yes, $2,000,000.00 in professional liability insurance; the rest of the coverages as required by the County's Risk Manual. Additional Details: Yes. 08/01/21 NEW COST CENTER ADDED $100,000.00 148-67504 REVIEWED BY: Bob Shillinger Completed 08/24/2021 3:49 PM Bob Shillinger Completed 08/26/2021 6:47 PM Purchasing Completed 08/26/2021 7:05 PM Budget and Finance Completed 08/27/2021 3:36 PM Maria Slavik Completed 08/27/2021 4:34 PM Liz Yongue Completed 08/30/2021 4:38 PM Board of County Commissioners Pending 09/15/2021 9:00 AM Packet Pg. 3161 Q.7.a PROFESSIONAL SERVICES AGREEMENT 6 0 THIS AGREEMENT ("Agreement') is made and entered into this 25th day of August 2021, by and between MONROE COUNTY, hereinafter referred to as Client, and Andrew Mai, and the firm of N Persson, Cohen & Mooney, P.A., hereinafter referred to as the Firm and/or the Attorney and/or Contractor. c WHEREAS, the Client requires certain professional legal services; and, WHEREAS, the Firm represents that it is capable of providing such Services: NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: CL ARTICLE 1 - EFFECTIVE DATE AND TERM 06 The effective date of this Agreement shall be August 20, 2021. The Agreement shall continue in full force and effect until terminated either by the Firm or by the Client. Monroe County's obligation to pay is contingent upon annual appropriation by the Monroe County Board of County Commissioners. This agreement shall replace the prior agreement between the parties plus all of its amendments. y ARTICLE 2 —THE PARTIES The Client is Monroe County, acting by and through its duly elected and appointed officers and its employees. 2 N The Firm is a business entity licensed to do business within the State of Florida. The individual timekeepers named below are licensed to practice law within the State of Florida. The Firm may not outsource the work covered by this Agreement without full written disclosure and prior written approval from the County acting through the County Attorney. The primary attorney providing services under this Agreement shall be Andrew Mai. Other timekeepers may be assigned, as provided for in Article 4. ARTICLE 3 -- SERVICES TO BE PERFORMED The Firm shall provide advice and legal representation to the Client with regard to the following subject matter areas as requested by Monroe County and subject to the prior approval of the Firm: 0 0 Representation of the County's Planning and Environmental Resources Department on matters as assigned in writing by the County Attorney. Additional matters may be assigned in writing by the County Attorney and accepted by the firm. 0 3.1 No Conflicts. The Firm has conducted a thorough investigation and determined that neither the Firm nor its attorneys have any ethical impediment, real or potential, to representing the County. If any such impediment arises, the Firm shall immediately take steps required by Florida Bar rules to resolve the conflict or withdraw from representation. If a conflict of interest arises that cannot be avoided 1 ¢' Packet Pg. 3162 Q.7.a or mitigated under the Rules of Professional Conduct of the Florida Bar, the County may, in its y discretion, (a) obtain reimbursement from the Firm for all fees and costs paid to the Firm in this matter; and (b) obtain cancellation of all further amounts allegedly owed by the County to the 0 Firm. m .N 3.2 Professional Ability to Perform Work; Contract Manager. 0 The Firm warrants that it, he or she is authorized by law to engage in the performance of the work described herein, subject to the terms and conditions set forth in this Agreement. The Firm shall designate Andrew Mai as the contract manager, who at all times shall exercise independent professional judgment and shall assume professional responsibility for the services to be provided. The Firm warrants that the authorized timekeepers are authorized by law and by the Rules and Regulations of the Florida Bar to engage in the performance of the activities encompassed by the Agreement. CL 3.3 Management of Timekeepers. 0 The Firm is responsible for managing the matter cost-effectively and competently. The Firm shall c ensure that additional timekeepers are competent, properly supervised, efficient, and in 06 compliance with the terms of this Agreement as well as with all ethical obligations set forth in the Rules of Professional Responsibility of the Florida Bar. ARTICLE 4 - COMPENSATION 4.1 FEES: 0) The following are approved timekeepers and their hourly rates: Name Hourly Rate N T Andrew Mai $275.00 cv In addition to the above, other attorneys may be assigned by the Firm to work on Monroe County matters at the rates of$ 275.00 The initial timekeepers approved by the County are listed above. This list of timekeepers may be amended from time to time (including for the addition or deletion of names, or promotion of a timekeeper from Associate to Partner) upon the prior written approval of the Monroe County Attorney. In the event that timekeepers are added, their billing rates shall be shown above, as may be amended from time to time. 4.2 COSTS: 0 a. Travel expenses for timekeeper travel in excess of 50 miles from the timekeeper's office c will be reimbursed in accordance with and at the rate set forth in the applicable provisions for "approved travelers" in the Monroe County Code, and will be summarized on the Monroe County Travel Form with all applicable receipts attached. 0 b. Other reimbursable expenses will include court filing fees and costs, witness fees (including experts and consultants), transcripts, and court reporter fees. Pre-approval y from the County must be obtained for these items. The Firm shall attach copies of statements or receipts showing that payment has been made together with any and all backup documentation to substantiate the expense to the invoice. 2 ¢' Packet Pg. 3163 Q.7.a c. Travel expenses and other reimbursable expenses outlined above must be passed 6 through without markup. 0 d. All other costs will be non-reimbursable, including but not limited to postage (including overnight mail), photocopies, facsimiles, telephone charges, courier charges, and N computerized research. c 4.3 RETAINER a, A retainer will not be required. 4.4 BILLING All invoices shall be sent to the Client on a monthly basis. All invoices shall be paid in accordance with Florida Local Government Prompt Payment Act unless there are disputed charges. All billing shall be done in .10 hour increments. Each invoice shall list the names of the attorneys or paralegals working on each matter and the amount of time expended on the matter by each attorney or paralegal, on a daily basis, with a 06 short description of the work performed for that billing entry. Each invoice will be submitted with supporting documentation in a form acceptable to the Clerk of Courts, based on generally c accepted accounting principles, and such laws, rules and regulations as may govern the Clerk's ca disbursal of funds. The Firm will bill the County only for time reasonably and necessarily incurred to render professional services on the County's behalf in accordance with this Agreement. Time attributable to resolving billing questions is not billable. Time expended by timekeepers who have not been approved by the County is not billable. .2 The Client will receive early and frequent evaluation of all cases. If the client is not likely to prevail in litigation, in the Firm's reasonable estimation, the Client will be advised in order to minimize litigation costs, and settle the case. cv ARTICLE 5 - STANDARD OF CARE The Firm shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by Attorneys under similar circumstances and the Firm shall, at no additional cost to the Client, re-perform services which fail to satisfy the foregoing standard of care. a, ARTICLE 6 - COMPLIANCE WITH LAWS In performance of the Services, the Firm will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. c ARTICLE 7 - INSURANCE During the performance of the Services under this Agreement, the Firm shall maintain Professional Liability Insurance, which shall be written by an insurance company authorized to do business in Florida. This insurance shall provide coverage against such liability resulting from this Contract. The minimum limits of coverage shall be $1,000,000.00 per claim and $2,000,000.00 aggregate (include language from Risk Management Policy). The firm shall also maintain workers compensation coverage at limits required by statute, Employers Liability Coverage with limits of not less than $500,000 Bodily Injury by Accident, $500,000 Bodily Injury by Disease, policy limits, and $500,000 Bodily Injury by Disease, each employee; Commercial 3 ¢' Packet Pg. 3164 Q.7.a General Liability coverage in the amount of$1,000,000, Vehicle Liability coverage in the amount y of$300,000; 0 Certificates of insurance showing coverage in the amounts shown above is in force shall be submitted at the time of initial execution of the Agreement by both parties. The Firm shall maintain N coverage in force at all times. Thereafter, the Firm shall supply new certificates of insurance, showing coverage in force, whenever the policy lapses or is replaced by another policy. ARTICLE 8 - MODIFICATION and TERMINATION OF AGREEMENT Any modification or amendment to this Agreement requires the prior express written consent of both parties. Client shall have the right to terminate this Agreement or suspend performance thereof without cause for the Client's convenience upon written notice to the Firm, and the Firm shall have the right to terminate or suspend performance of Services upon written notice to the Client and upon terms consistent with the Rules Regulating the Florida Bar and the State and Federal Rules of Civil Procedure. 06 Upon termination, the Firm agrees to return copies of all documents in its possession of any nature related to the Firm's representation of the County that have not previously been provided c to the County. 0 ARTICLE 9 - UNCONTROLLABLE FORCES Neither the Client nor the Firm shall be considered to be in default of this Agreement if delays in .� or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party .2 of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions (unless such governmental action is the nonpayment of legal fees). Neither party shall, however, be excused from performance if nonperformance is due to forces which are preventable, removable, or remediable and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 10- DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The prevailing party in any proceeding to resolve a dispute under this Agreement shall be entitled to recover reasonable expenses, including attorney's fees and costs. 0 ARTICLE 11 - NOTICE 0 Any notice required to be given under this Agreement shall be in writing and delivered by certified mail, return receipt requested, to the other party as follows: For Monroe County: For the Firm: E 4 ¢' Packet Pg. 3165 Q.7.a Robert B. Shillinger, Esq. Andrew Mai, Esq. 6 Monroe County Attorney 6853 Energy Court 1111 12th St. Suite 408 Lakewood Ranch, FL 34240 0 Key West, FL 33040 Tel.: 941-306-4730 Tel.: (305) 292-3470 Fax: 941-306-4832 N Fax: (305) 292-3516 ARTICLE 12 - ETHICS CLAUSE The Firm warrants that it has not employed, retained or otherwise had acts on its behalf any former Monroe County Code officer or employee in violation of Section 2 of Ordinance 10-1990 or any current County officer or employee in violation of Section 3 of Monroe County Ordinance 10-1990. For breach or violation of this provision, the County may, at its discretion, terminate this Agreement without liability and may also deduct from the amount owed the full amount of any fee, commission, percentage, gift or consideration paid to the former or present County officer or c employee. The parties recognize and agree that officers and employees of the COUNTY recognize and will 0 be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain W information. ARTICLE 13-GOVERNING LAW N T This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida. Venue for any legal action which may arise out of or under this agreement shall be in Monroe County, Florida. cV ARTICLE 14- RECORDS The Firm shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. E If an auditor employed by the County or the Clerk of Courts determines that monies paid to the Firm were spent for purposes not authorized by this Agreement, the Firm shall repay the monies togetherwith interest calculated pursuant to Section 55.03, F.S., running from the date the monies were paid to the Firm. 0 ARTICLE 15- FLORIDA PUBLIC RECORDS LAW Per F.S. 119.0701, the Firm shall: 1. Keep and maintain public records required by the public agency to perform the service. 0 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 5 ¢' Packet Pg. 3166 Q.7.a 3. Ensure that public records that are exempt or confidential and exempt from public 6 Ch records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the 0 records to the public agency. .N 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public c agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. CL A contractor who fails to provide public records to Monroe County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The County shall have the right to unilaterally cancel this contract upon violation 06 of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the Contractor may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Firm shall not transfer custody, release, alter, destroy, or otherwise dispose of any public records except as provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE .2 APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: BRIAN BRADLEY, C/O MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST FL 33040, I brian@monroecount - I._ ny, (305) 292-3470. ARTICLE 16— MISCELLANEOUS A. F.S. 287.135: This contract is terminable at the option of the County if the firm is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. B. Public Entity Crime Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold a, amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). 6 Packet Pg. 3167 Q.7.a Ch Violation of terms of this contract shall result in termination of this Agreement and recovery of all monies paid hereto, suspension of the ability to bid on and perform County contracts, and may 0 result in debarment from COUNTY's competitive procurement activities. .N In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or CONTRACTOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. CL C. Ethics Clause: The Firm warrants that it has not employed, retained, or otherwise had act on its behalf, any former County officer or employee subject to the prohibition 06 of Monroe County Ordinance No. 010-1990 or any current County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or reviolation of this provision the 0 County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. W D. No Solicitation / No Payment: The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona .2 fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. E. Non-Discrimination. CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. FIRM and COUNTY agree to comply with all Federal and Florida statutes, and all local c ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits c discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age y Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) 7 Packet Pg. 3168 Q.7.a The Public Health Service Act of 1912, ss. 523 and 527(42 USC ss. 690d€t-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title Vill of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing;9)The Americans with Disabilities Act of 1990 (42 USC � s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10)Monroe County Code, Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sexual orientation, sex, religion, disability, national c origin, ancestry, sexual orientation, gender identity or expression,familial status or age; and 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. F. E-Verify System. In accordance with F.S.. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees hired by the Contractor during the terra of the Contract and shall expressly require any subcontractors CL performing work or providing services pursuant to the Contract to likewise utilize the U.S. a Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract terra.Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract 06 with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of r- F.S. 448.095. c 0 ARTICLE 17 — Execution by the County Administrator and Ratification by the County Commission. The County Administrator has the authority to enter into contracts of up to $49,999.99. Ratification by the County Commission is a condition precedent to payments totaling $50,000.00 or more- The parties agree to begin working under this contract irnmediately and the N County Attorney will submit an item for the County Commission to ratify the agreement at the � Board's September 15, 2021 meeting. N CD IN l WITNESS WHEREOF, the Client and the Firm have executed this Agreement as of the day � and year first above written. Persson, Cohen & Mooney, P.A. MONROE COUNTY B.O.C. . /s/777Mai= By_ By: :_ 08/26/2021 Name Andrew W. Mai 08120121 Roman Gastesi, County Administrator (date) Digitally signed by Robert B.Shilling,, Robert B. DN:m-Robert B.Shillinger, Monro. BOCC,ov-Monroe County Attorney, Approved for legal sufficiency by Robert B. Shillinger, County Attorney. ShIlllrtger US-=hillinger-bnb2mnnroeCo my Date:2021.08.3010:37:03-09'00' Ratified by the Board of County Commissioner's of Monroe County, Florida, on September 15, 2021. e Attest: KEVIN MADOK, CLERK CL By: By: As Deputy Clerk E Michelle Coldion, Mayor 8 Packet Pg. 3169 CERTIFICATE OF LIABILITY INSURANCE DATE(f Q.7.a 08/26/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES Z BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED y REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). N PRODUCER CONTACT NAME: Caden Foos Valek Insurance PHONE FAX O A/C No Ext: A/C,No): 3340 Bee Ridge Road E-MAIL caden@alpurmort.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# ' Sarasota FL 34239 INSURERA: Main Street America Group INSURED INSURER B: � Persson,Cohen,&Mooney,PA INSURER C: 6583 EnergyCourt LLC , INSURER D 6853 ENERGY CT INSURER E: SARASOTA FL 34240-8523 INSURER F: U. COVERAGES CERTIFICATE NUMBER: CL201 01 61 7585 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 MAYBE 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. 06 INSR AUUL 5UbK POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DDIYYYY MM/DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 500,000 CLAIMS-MADE FX OCCUR PREMISES Eaoccurrence $ MED EXP(Any one person) $ 10,000O A Y BPP7263X 09/28/2020 09/28/2021 000, ,1000 N PERSONAL&ADV INJURY $ � GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 W X POLICY ❑JEC ❑ LOC PRODUCTS- $ 2,000,000 JECT _ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident) O ANYAUTO BODILY INJURY(Per person) $ fn A OWNED SCHEDULED Y BPP7263X 08/26/2021 09/28/2021 BODILY INJURY(Per accident) $ > AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY Per accident $ CD UMBRELLA LAB OCCUR EACH OCCURRENCE $ CNI EXCESS LIAB CLAIMS-MADE AGGREGATE $ W DED RETENTION $ $ WORKERS COMPENSATION g PER OTH- AND EMPLOYERS'LIABILITY YIN — ,� " 1. STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ NIA _ — 43 (Mandatory in NH) ,. "` -- E.L.DISEASE-EA EMPLOYEE $ If yes,describe under -- DESCRIPTION OF OPERATIONS below O 2 E.L.DISEASE-POLICY LIMIT $ � WAMW DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) O O Certificate holder is additional insured as required by written contract,but only in accordance with policy term,provisions and exclusions. O fJ CERTIFICATE HOLDER CANCELLATION O tt7 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORECIL THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th Street,Suite 408 AUTHORIZED REPRESENTATIVE U Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 3170 Q.7.a BUSINESSO EIS 6 BPM 3100FL 03 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. � FLORIDA - NON-CONTRACTORS BLANKET 0 ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE A. Additional Insureds a. This insurance applies only with respect CL Each of the following is added to Paragraph C. to the following hazards for which a state Who Is An Insured of BPM P 2 — Section II — or political subdivision has issued a Liability but only as specifically described by permit in connection with premises you o the following: own, rent, or control and to which this I. Any person or organization for whom you insurance applies: 06 are performing operations is also an (1) The existence, maintenance, repair, additional insured, when you and such construction, erection or removal of f00 person or organization have agreed in advertising signs, awnings, canopies, writings in a contract or agreement that such cellar entrances, coal holes, person or organization be included as an driveways, manholes, marquees, additional insured on your policy. Such hoistaway openings, sidewalk vaults, 0) person or organization is an additional street banners, or decorations and insured only with respect to liability for similar exposure; "bodily injury" "property damage" "personal and advertising injury" caused in whole or (2) The construction, erection or removal o art, b of elevators; or Ln p y= (3) The ownership, maintenance or use a. Your acts or omissions, or of any elevators covered by this b. The acts or omissions of those acting on insurance. your behalf; b. This insurance applies only with In the performance of your ongoing respect o operations performed by you operations or"your work" included within the or on your behalf for which the state or "products-completed operations" hazard for political subdivision has issued a permit. the additional insured at the location This insurance does not apply to: designated and described in the written (1) Bodily injury" "property damage" or 0) contract or agreement. personal and advertising injury" arising out of operations performed This insurance does not apply to "bodily far the state or municipality, injury", "property damage" or "personal and advertising injury" arising out of the (2) "Bodily injury" or "property damage" rendering of, or the failure to render, any included within the products- 0 professional architectural, engineering or completed operations hazard; or o surveying services, including: 3. Any person(s) or organization(s) with a a. The preparing , approving, or failure to controlling interest in you but only with prepare or approve, maps, shop respect to their liability arising out of-, drawings, opinions, reports, surveys, a. Theirfinncial control of you; or o field orders, change orders or drawings and specifications; or b. Premises they own maintain or control while you lease or occupy these y b. Supervisory, inspection, architectural or premises. engineering activities. This insurance does not apply to structural CL 2. Any state or political subdivision, subject to alterations, new construction and demolition the following additional provisions: operations performed by or for such additional insured. PM 3100FL 0316 includes copyrighted material of ISO, lnc.with permission Page 1 of 2 0 INSURED COPY Packet Pg. 3171 Q.7.a .. Any manager or lessor of premises to whom 7. A co-owner of a premises and covered under you are obligated by virtue of a written this insurance but only with respect to liability "Insured Contract"to provide insurance such as co-owner of such premises. � m as afforded by this policy, but only with . Any person(s) or organization(s) who is the respect to liability arising out of the lessor of leased equipment to you, and ownership, maintenance or use of that part required by the lease to be included as an c of the premises leased to you. This additional insured but only with respect to � insurance does not apply to: liability for "bodily injury" "property darnage" a. Any 'occurrence" which takes place or `personal and advertising injury" caused in after you cease to be a tenant in that whole or in part by your maintenance, premises; or operation or use by you of equipment leased � to you by such person(s) or organizations , b. Structural alterations" new construction or demolition operations performed by With respect to the insurance afforded these or for such additional insured. additional insureds, this insurance does not CL . ny person or organisation a mortgagee, apply to any "occurrence" which tapes place assignee or receiver but only with respect to after the equipment lease e plies. 0 their liability as mortgagee, assignee or B. The following is added to Paragraph H. Other receiver and arising out of the ownership, Insurance of BPM P 3 —Section III - Common 06 maintenance or use of the premises by you. PolioConditions: � This insurance does not apply: Primary Additional Insured — If a written contract o a. Any "occurrence" that tapes place after or agreement or permit rewires this insurance to you cease to be a tenant in that be primary for any person or organization with y premises; or wfmom you agree to include in paragraph C. Who 12 b. Structural alterations, new construction Is Are Insured of BPM P 2 Section II — °' or demolition operations performed by Liability, this Other Insurance provision is or for such additional insured. applicable. This insurance is primary. This ® any person or organization arising out of the insurance is also non-contributory which means ownership, maintenance or use of that part we will not seek contribution from other insurance �+ of the land leased to you and subject to the available to the person or organization with whom � following additional exclusions. ycu agree to include in Who Is An Insured. . This insurance does not apply to: `V cv a. Any occurrence" which takes place � after you cease to lease that land; or . Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 0 0 0 0 c� CL BPM 3 00FL 03`116 Includes copyrighted material of ISO, Inc. with permission Page 2 of 2 INSURED COPY Packet Pg. 3172 a Q.7.a q►C R�" DATE(r 08/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE OL . T I7 CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED Y THE POLICI : � BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEENT ISSUING I SUR (S), AUTHORIZE[ REPRESENTATIVEOR PRODUCER,AND THE CERTIFICATE OLD IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tt U 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}. N PRODUCER CONTACT ¢' NAME: Lisa M Parker Lisa M Parker Insurance Inc AI�NN Ext e 941-957-4140 are,Na: 941-365-3371 PO Box 4067 E-MAIL lisa@lisaparkerinsurance.com INSURER(S)AFFORDING COVERAGE NAIL# Sarasota FL 34230 INSURER A: Employers Preferred Ins. Co. 31283 INSURED INSURERS: � Perrson Cohen&Mooney PA INSURER c: 6853 Energy Ct INSURER D: INSURER E CL Sarasota FL 34240 INSURER F: I% 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 PERIOL O INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS O CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMc EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 06 INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR POLICY NUMBER MMtDD(YYYY MM®(YYYY LIMITS 0) GENERAL LIABILITY EACH OCCURRENCE $ O DAMAGE TO RENTED C) COMMERCIAL GENERAL LIABILITY PREMISES Ea..un-ence $ CLAIMS-MADE1:1 OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ fry GENERAL AGGREGATE $ GEML AGGREGATE LIMIT APPLIES PER: , _- IrASK T PRODUCTS-COMP/OP AGG $ POLICY PRO- LOC .... I ... $ rr' AUTOMOBILE LIABILITY By ,.. - COMBINED SINGLE LIMIT 8/3 0/2 0 21 O(Ea accident) $ _ ANY AUTO --- -- ^' BODILY INJURY(Per person) $ a> ALL OWNED SCHEDULED _ BODILY INJURY(Per accident) $ � AUTOS AUTOS WAMW NON-OWNEDx PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB HCLAIMS-MADE AGGREGATE $ W DED RETENTION$ $ WORKERS COMPENSATION X TORY LIMIUB X O R- AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN E.L.EACH ACCIDENT $ 500,000.1 r- A OFFICER/MEMBER EXCLUDED? N NIA EIG452617201 06/01/2021 06/01/2022 as (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000.I If yes,describe under 0) DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000.1 ay DESCRIPTION OF OPERATIONS I LOCATIONS t VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) O CERTIFICATE L CANCELLATION y t� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFOBCL Monroe County BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I .. 1111 12th Street ACCORDANCE WITH THE POLICY PROVISIONS. Suite 408 AUTHORIZED REPRESENTATIVE Key West FL 33040 Lisa M Parker AIAM ACO 25(201 /05) @ 190E-2 10 ACORD CORPORATION. All rights reserved. The ACORD name and Ingo are registered marks of ACORD Packet Pg. 3173 Q.7.a LMLawyers Mutual Florida m INSURANCE COMPANY .N O LiabilityCD Lawyers Professional C Dear Insured Thank you for renewing your lawyers professional liability coverage with Florida Lawyers Mutual. CL Please review the enclosed documents carefully and let us know if you have any questions. O O Keep Us Informed Of Changes During The Year Contact ire orrnotion You must notify us in writing of all changes to your firm name, address, phone and fax numbers or email address and send a copy of the revised letterhead for our records. y CD Attorney Changes: W You must notify us in writing of all attorney changes within thirty (30) days. If an attorney joins the firm a New Lawyer Information form must be sent to us. N The form is available on our website or by email or fax. If an attorney leaves the firm we need the attorney's name and last date with the firm. A Risk Management Hotline is an added benefit to FLMIC insureds. See the enclosed brochure for more information. FREE CLE Courses — please visit our website www.flmic.com for more information. a We sincerely appreciate your continued support of Florida Lawyers Mutual. Please contact us if you have any questions or need further assistance. Sincerely yours, Kimberly Cooper, CPSR Senior Underwriter O CL i i l io II II I I e Packet Pg. 3174 Q.7.a Mutuallorida Lawyers 541 E. Mitchell Hammock Road Oviedo,Florida 32765 rNSUIRANCE COMPANY Phone: 800-633-6458 Fax: 800-781-2010 � www.flmic.com m N 0 Lawyers Professional Liability Policy This is a Claims Made and Reported Policy. Please read it carefully. Declarations CL Policy Number: 99450 0 Item 1. Named Insured. Persson, Cohen & Mooney, P.A. 0 Mailing Address: 6853 Energy Court Lakewood Ranch, FL 34240 y CD Item 2. Policy Period. From 08/16/2021 to 08/16/2022 at 12:01 A.M. .Standard Time at Your Address.Shown Above c Item 3. Limit of Liability: $2,000,000 Per Claim T $2,000,000 Total Limit cv CD Item 4. Deductible: $10,000 Annual Aggregate Item 5. Policy Premium: $17,857.00 Annual Premium W Item 6. Forms and Endorsements Attached at Policy Issuance: 2 FLPL-101 (R.10/01/2018) FLPL-20OR(R.01/01/2014) FLPL-103 (R.08/01/2011) FLPL-108 (R.08/01/2011) FLPL-110 (R.08/01/2011) FLPL e-JDTM (R.01/01/2016) 0 The Policy is not valid until signed by Our authorized representative. 0 August 04, 2021 Date Issued Aut �eep�re �tive AP [ FLPL-100 (R.0810112011) Page 1 of 1 8 . 27 . 2021 E Packet Pg. 3175 Q.7.a Florida Lawyers, j 0 IN 5 U R A N C E C 0 M P A N Y FL .N 0 Lawyers Professional Liability Policy This is a Claims Made and Reported Policy. Please read it carefully. RETROACTIVE DATE SCHEDULE ENDORSEMENT 0 Named Insured: Persson, Cohen & Mooney, P.A. c 06 Policy Number: 99450 Endorsement Number: 1 Effective Date: 08/16/2021 0 It is understood and agreed that the Retroactive Date of each lawyer is as shown below: 0 Name Retroactive Date Andrew H. Cohen Unlimited Lori Maryl Dorman 04/30/2011 Kelly M. Fernandez Unlimited R. David Jackson Unlimited Regina Ann Kardash 03/21/2016 Andrew Mai 02/15/2021 Maggie D. Mooney-Portale Unlimited 0 0 0 All other terms and conditions of the Policy remain unchanged. August 04, 2021 Date lsstied Aut �-, -R�epre Iive FLPL-103(R.0810112011) Page 1 (?f 1 Packet Pg. 3176 Q.7.a Z 0 Florida Lawyers III 1 U 'R A N C E C 0 M P A WY 0 Lawyers Professional Liability Policy This is a Claims Made and Reported Policy. Please read it carefully. SUPPLEMENTAL CLAIMS EXPENSE EXCLUSION ENDOR SEMENT c. 0 0 Named Insured: Persson, Cohen& Mooney, P.A. Policy Number: 99450 Endorsement Number: 2 Effective Date: 08/16/2021 0 0 c� In consideration of a reduced premium, it is understood and agreed that paragraph B. Supplemental Claims Expense Coverage, under Section IV. LIMITS OF LIABILITY AND DEDUCTIBLE, is deleted ;: in its entirety. c N All other terms and conditions of the Policy remain unchanged. cv CD cv W 0 0 0 0 August 04, 2021 Date Issued Au �-ZR�epr ative E FLPL-108 (R.0810112011) Page 1 (?f 1 Packet Pg. 3177 Q.7.a Z Floridau a l I N 5 Ul RA N C F COMPANY FL .N 0 Lawyers Professional Liability Policy This is a Claims Made and Reported Policy. Please read it carefully. "OF COUNSEL"EXCL UMON ENDORSEMENT CL Named Insured: Persson, Cohen & Mooney, P.A. Policy Number: 99450 Endorsement Number: 3 Effective Date: 08/16/2021 0 U In consideration of a reduced premium, it is understood and agreed that the Policy, and any and all d coverages otherwise provided by the Policy, shall not apply to any Claim made or Suit brought against the Named Insured or any Insured under the Policy if such Claim or Suit arises out of an act, error or omission, or Personal Injury of an "of counsel" lawyer or the "of counsel" lawyer's association with the Named Insured. All other terms and conditions of the Policy remain unchanged. T) N N 0 0 0 0 August 04, 2021 CL Date Issued Az r Repr tative FLPL-110 (R.0810112011) Page 1 (?f 1 Packet Pg. 3178 Q.7.a c Florida Lawyers Mutual c 1NSURANC E COMPANY FLM LAWYERS PROFESSIONAL LIABILITY AGREEMENT CL c 06 IMPORTANT NOTICE c U THIS IS A CLAIMS MADE AND REPORTED INSURANCE POLICY. c PLEASE READ CAREFULLY. c N cv CD cv c� Please call 800.633.6458 to present inquiries or obtain information about coverage and to receive assistance in resolving complaints. 0 0 0 CL FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 1 of 1 Packet Pg. 3179 Q.7.a TABLE OF CONTENTS y Section Page m I. DEFINITIONS 3 0 II. INSURING AGREEMENT A. Coverage of Claims and Incidents 4 B. Notices of Claims, Incidents and Suits as a Condition of Coverage 5 C. Defense and Settlement 5 D. Trial Attendance Coverage 5 E. Disciplinary Proceeding Coverage 5 CL III. INSUREDS A. Who is an Insured 6 0 B. Death of Insured 6 06 IV. LIMITS OF LIABILITY AND DEDUCTIBLE A. Limits of Liability 7 B. Supplemental Claims Expense Coverage 7 C. Deductible 7 D. No Deductible for Pro Bono Activities 7 y cn E. Multiple Insureds,Claims,Claimants, Policies 7 F. Reimbursement to Us 7 �-- V. EXCLUSIONS A. No Coverage or Benefits with Respect To 8 in B. Waiver of Exclusion or Breach of Conditions 8 VI. EXTENDED CLAIMS REPORTING PERIOD A. Extended Claims Reporting Periods 9 B. Extended Claims Reporting Period for Estate of Certain Insureds 9 C. Extended Claims Reporting Period for Disability of Certain Insureds 9 CD D. Extended Claims Reporting Period for Retirement of Certain Insureds 10 VII. OTHER CONDITIONS AND OBLIGATIONS A. Insured's Cooperation 10 B. Subrogation 11 C. Bankruptcy/Insolvency 11 D. Actions Against Company 11 E. Policy Territory 11 F. Firm Changes 11 G. Assignment 11 H. Conforming to Law 11 I. Other Insurance 11 J. Cancellation or Non-Renewal 12 CJ K. Assistance in Risk Management and Audit 12 L. Representations and Reliance 12 M.Changes in Policy Form 12 e N. Notices 12 CL Vill. MUTUALCOMPANY POLICY PROVISIONS m A. Member of the Company 13 B. Voting 13 C. Non-Assessable 13 FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 2 of 1 Packet Pg. 3180 Q.7.a 1. DEFINITIONS Defined words appear in bold type and apply to any part of the Policy where they appear. The words We, Us, Our, or Company mean Florida Lawyers Mutual Insurance Company.Other defined words are: 1. "Claim"means a written demand received by an Insured for money or services including the service of Suit. m 2. "Claimant" means the person, organization or entity, or their legal representatives, other than the Insured, who makes a Claim. c 0) 3. "Claims Expense" means: a fees charged b an attorney or arbitrator designated b Us; b all other fees, costs p ( ) g Y Y Y g Y ( ) . and expenses resulting from the investigation, adjustment, defense or appeal of a Claim, arbitration,Suit or other proceeding, if incurred by Us or by the Insured with Our written consent. Claims Expense does not include salary or expense of Our employees. 4. "Damages" means a monetary judgment or settlement which the Insured is legally obligated to pay for any Claim CL to which this insurance applies. S. "Disciplinary Proceeding" means a complaint or inquiry to or by The Florida Bar,or a proceeding arising from or in response to a complaint or inquiry to or by The Florida Bar,or a disciplinary action,case or matter, under the 06 Rules Regulating The Florida Bar, involving an allegation that an Insured has violated the Rules Regulating The Florida Bar. c 6. "Extended Claims Reporting Period" means a specified time period after the Policy Period to report covered Claims or Incidents. cn c� 7. "Fines, Sanctions or Penalties" means punitive damages, multiple damages or other disciplinary related assessments, orders or judgments (including costs and attorneys' fees) imposed or entered by a court or disciplinary authority against an Insured. 8. "Incident" means any circumstance, act, error or omission which reasonably could be expected to be the basis of or lead to a Claim or Suit covered by the Policy, including any notice, advice, threat, whether written or verbal, that any person, business entity or organization intends to hold an Insured responsible for any alleged error or CD omission. c� 9. "Insured" means any person or organization qualifying as an Insured herein under Section III. A. WHO IS AN INSURED. 10. "Named Insured" means the individual, firm or professional legal business entity named on the Declarations as Named Insured. 11. "Personal Injury"means injury arising out of the performance of Professional Services resulting from: 0 0 a. False arrest,detention or imprisonment; b. Wrongful entry or eviction or other invasion of the right of private occupancy; C. Malicious prosecution based on legal malice inferred from the absence of probable cause and not actual malice;or d. The publication of defamatory material, or a writing or saying in violation of an individual's right to privacy; provided, however, defamation or invasion of privacy made with ill will, malice, or intent to cause injury or harm by or with the consent of the Insured shall not be Personal Injury. 12. "Policy" means collectively this Agreement, the Declarations, and all endorsements, the application and CL .. supplements thereto. 13. "Policy Period" means the time between the first date shown in the Declarations and the earlier of termination, expiration or cancellation of the Policy. This does not include any Extended Claims Reporting Period. FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 3 of 1 Packet Pg. 3181 Q.7.a 14. "Predecessor Firm" means any lawyer, law firm or professional legal business entity engaged in the practice of law whose financial assets and liabilities the Named Insured is the majority successor in interest. 15. "Professional Services" means services performed by an Insured on behalf of the Named Insured: (a) in a lawyer- c U client relationship; (b) as a notary public; (c) as a personal representative, conservator, receiver, guardian, or trustee; (d)as an arbitrator,mediator, referee,special master,or hearing officer; (e)as a title agent. N c "Professional Services" does not mean or include any matters pertaining or related to an Insured's charges for services or expenses. 16. "Retroactive Date" means the date, as shown in the Retroactive Date Schedule Endorsement of the Policy, on or after which any act, error or omission in Professional Services or Personal Injury must have occurred in order for Claims arising therefrom to be covered under the Policy. 17. "Suit" means a court action brought against an Insured for money or services, or an arbitration proceeding seeking CL money damages or services to which the Insured is required to submit or to which the Insured has submitted with W Our consent. 0 11. INSURING AGREEMENT 06 In consideration of the Named Insured's payment, when due, of the premium and the deductible as stated in the Declarations, and in reliance upon the information provided in the application and the performance of the terms, provisions and conditions of the Policy by the Insured,the Company agrees as follows: y c� A. COVERAGE OF CLAIMS AND INCIDENTS CL Subject to the Limit of Liability shown in the Declarations (Limit of Liability) and all of the terms, conditions and provisions of this Agreement,We will pay all sums that an Insured must legally pay to compensate others for loss resulting from any �+ act, error or omission in Professional Services provided or that should have been provided, or for Personal Injury arising from the Professional Services of an Insured,provided that: cv 1. Reported Claims:We will cover Claims first made during the Policy Period,if: c� a. The Claim is based on an Incident that occurred on or after the Retroactive Date of the involved Insured; and b. The Claim is made against an Insured during the Policy Period;and C. We receive written Notice of the Claim in compliance with Section II. B. of this Agreement during the E Policy Period;and d. No Insured had knowledge of the Incident prior to the Policy Period. 2. Reported Incidents: We will cover Claims first made against an Insured after the Policy Period,if: 0 a. During the Policy Period,the Insured first becomes aware that an Incident occurred;and b. Such Incident occurred on or after the Retroactive Date of the involved Insured;and C. A written Notice of the Incident,complying with Section II. B. of this Agreement, is delivered to Us during the Policy Period;and c CJ d. No Insured had knowledge of the Incident prior to the Policy Period. c c� CL FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 4 of 1 Packet Pg. 3182 Q.7.a B. NOTICES OF CLAIMS,INCIDENTS AND SUITS AS A CONDITION OF COVERAGE As a condition of coverage, if during the Policy Period an Insured first becomes aware of an Incident, Claim or Suit,the Insured must,within the Policy Period: 1. Deliver to Us immediately, written Notice of any Incident, Claim or Suit and provide to Us the fullest information U available or obtainable,including: a. The date or dates of the alleged Incident or Claim; b. A summary of the circumstances giving rise to the Incident or Claim and the injury or damage that has or may result;and 0) C. The circumstances by which you first became aware of the Incident or Claim. 2. Immediately deliver to Us all Suit papers received by you or your representative(s). Any Claim subsequently made against the Insured arising out of a reported Incident will be deemed,for the purpose of this insurance, to have been made during the Policy Period. If an Insured fails to report an Incident to Us as required by this Agreement,any Claim arising out of the unreported Incident will not be covered by the Policy. CL C. DEFENSE AND SETTLEMENT 0 0 1. We will defend any covered Claim or Suit brought against the Insured,even if the Claim or Suit is groundless,false or fraudulent.We will defend any non-covered Claim or Suit when such Claim or Suit is filed in conjunction with 06 any covered Claim or Suit arising out of the same act,error or omission until the covered Claim or Suit is resolved by settlement,dismissal or final judgment. c 2. We have the right to investigate, retain defense counsel and settle any Claim or Suit. We will not settle a Claim or Suit without consulting the Insured,but the Insured's consent to settle will not be required. y c� 3. We will pay all costs of defending the Claim or Suit that do not exceed the applicable Limit of Liability. We will not CL defend a non-covered Claim or Suit except as set forth in paragraph 1. above.We will not defend or pay any Claim '✓ or Suit after the Limit of Liability has been exhausted in paying judgments, settlements, or Claims Expense. We will not defend or pay a Claim or Suit after We have deposited the applicable Limits of Liability of the Policy in a court c of competent jurisdiction. If the Limits of Liability have been exhausted before a pending Claim or Suit has been settled,We will withdraw from defending the Claim or Suit and tender the defense to the Insured. D. TRIAL ATTENDANCE COVERAGE CD cv We shall pay the Insured a loss of earnings allowance of$250 for each half-day subject to a maximum of$500 per day when the Insured attends a trial at Our request. This allowance shall not exceed$5,000 total per Policy Period. The Policy deductible shall not apply to any payments under this provision. Further, any payments made under this provision will not reduce the Limit of Liability provided by the Policy. E. DISCIPLINARY PROCEEDING COVERAGE We shall pay up to $10,000 for reasonable fees and costs of legal services charged by a lawyer selected by the Company to defend an Insured as a result of a Disciplinary Proceeding based on allegations of violation of the Rules Regulating The Florida Bar in performing Professional Services on or after the Retroactive Date of the Insured.Such Disciplinary Proceeding c must be first made against an Insured during the Policy Period and reported in writing to Us during the Policy Period. This provision does not provide coverage to an Insured for payment of any costs taxed against an Insured or any restitution sums or other monetary awards of any other kind or description that result from the institution or disposition of a Disciplinary Proceeding. The Policy deductible shall not apply to any payments under this provision. Any payments made under this provision will y not reduce the Limit of Liability as provided by the Policy. CL The maximum amount payable under the Policy for Disciplinary Proceedings shall not exceed $10,000 per Policy Period regardless of how many Disciplinary Proceedings occur and are reported to Us during the Policy Period. FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 5 of 1 Packet Pg. 3183 Q.7.a III. INSUREDS A. WHO IS AN INSURED y 0 Each of the following is an Insured to the extent set forth below: m 1. The Named Insured as identified in the Declarations. c a. If the Named Insured is an individual,then only with respect to acts,errors or omissions in Professional Services in the law practice of that individual. _ b. If the Named Insured is a professional legal business entity, then any lawyer, partner, officer, director, shareholder, or member of the Named Insured, but only with respect to acts, errors or omissions in Professional Services in the law practice of the Named Insured or Predecessor Firm. 2. Any non-lawyer employee of the Named Insured, but only with respect to acts, errors or omissions in Professional Services in the law practice of the Named Insured. CL 0) r_ 3. Any lawyer serving as "of counsel" to the Named Insured but only with respect to acts, errors or omissions in Professional Services in the law practice of the Named Insured. 06 r_ 4. Any lawyer who was a partner, officer, director, shareholder, member or employee of or "of counsel" to the Named Insured or Predecessor Firm at the time the acts,errors or omissions on which liability is asserted occurred c CJ but only with respect to acts, errors or omissions in Professional Services in the law practice of the Named Insured or Predecessor Firm as a partner, officer, director, shareholder, member or employee of or "of counsel" to the y Named Insured or Predecessor Firm. CL No coverage is provided under the Policy for any partner,officer,director,shareholder,member,employee or"of counsel" r for acts,errors or omissions occurring before joining the Named Insured,unless coverage for prior Incidents is purchased and the appropriate Retroactive Date is shown. .2 The Named Insured will be deemed the agent of all Insureds in regard to all matters relating to the Policy. cv CD B. DEATH OF INSURED c� If a lawyer who is an Insured dies during the Policy Period,the following provisions apply: 1. The personal representative of the estate of a deceased lawyer or the person who has temporary custody of the deceased lawyer's business affairs is not an Insured and does not have any rights under the Policy except as specifically stated in this DEATH OF INSURED provision. 2. We will accept actions of the personal representative of the estate of a deceased lawyer or a person who has temporary custody of the deceased lawyer's business affairs to the extent necessary to fulfill the duties or obligations of the Insured under the Policy. 3. The personal representative of the estate of a deceased lawyer or a person who has temporary custody of the deceased lawyer's business affairs may exercise the right of an Insured, subject to the terms and limitations of the Policy,to obtain an Extended Claims Reporting Period endorsement. c CJ c 4. If the Named Insured identified in the Declarations is an individual or a legal business entity having only one director, officer, shareholder or owner, We will not renew the Policy after the death of such individual, sole 0) shareholder,officer,director or sole owner. CL .. FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 6 of 1 Packet Pg. 3184 Q.7.a IV. LIMITS OF LIABILITY AND DEDUCTIBLE A. LIMITS OF LIABILITY 0 Regardless of the number of persons covered by the Policy,Claims made or Suits brought,the most We will pay is: m 1. For each Claim and its related Claims Expense first made against an Insured and reported to the Company during N the Policy Period, including any Extended Claims Reporting Period, the amount stated in the Declarations under c Limit of Liability as"per claim". 2. For all Claims and all related Claims Expenses first made against an Insured and reported to the Company during the Policy Period, including any Extended Claims Reporting Period, the amount stated in the Declarations under Limit of Liability as"total limit". B. SUPPLEMENTAL CLAIMS EXPENSE COVERAGE The Policy includes supplemental Claims Expense coverage with an aggregate limit equal to 25%of the "per claim" Limit of CL Liability stated in the Declarations, not to exceed$1,000,000 for the Policy Period, including any Extended Claims Reporting Period. This supplemental Claims Expense coverage will be used to pay Claims Expense before the available Limit of Liability is used to pay Claims Expense. 06 C. DEDUCTIBLE 0 The annual aggregate deductible amount shall only be applied to Damages. Regardless of the number of Claims first made during the Policy Period and any Extended Claims Reporting Period, the total payable by the Insured shall not exceed the annual aggregate deductible amount as stated in the Declarations. The Limit of Liability will apply in excess of the deductible. We will pay covered Claims over the deductible, up to the unused Limit of Liability. If the Company has paid any CL amounts within the applicable deductible,the Insured agrees to reimburse Us the deductible amount within thirty(30) days after We notify the Named Insured of the amount due. All Insureds are jointly and severally liable for all deductible payments due the Company.The Company has the right to recover from the Insured, any fees and/or costs incurred by the Company in collecting the deductible. D. NO DEDUCTIBLE FOR PRO BONO ACTIVITIES r cv CD The deductible will not apply to any Claim arising from any act, error or omission by an Insured for gratuitous legal services cv provided for a client who is referred to any Insured by a legal services office qualified for funding by the Federal Legal Services Corporation,or sponsored by a voluntary bar association recognized by The Florida Bar. E. MULTIPLE INSUREDS,CLAIMS,CLAIMANTS,POLICIES If the Policy issued by Us provides coverage for multiple Insureds as defined herein, the inclusion herein of more than one Insured or the making of Claims or the bringing of Suits by more than one person or organization will not increase Our Limit of Liability.Two or more Claims arising out of a single act, error or omission in Professional Services or Personal Injury or a series of related acts, errors or omissions in Professional Services or Personal Injuries shall be treated as a single Claim. All such Claims, whenever made, shall be considered first made at the time the earliest Claim arising out of such act, error or c c omission in Professional Services or Personal Injury or related acts, errors or omissions in Professional Services or Personal Injuries was first made. If any Claim is made against an Insured who qualifies for coverage as an Insured under more than one policy issued by Us, the maximum We will pay shall not exceed the highest Limit of Liability under any one policy; and, payments under the Policy will be a pro rata amount based upon the unused Limit of Liability of the Policy and the unused Limits of Liability provided by all policies. CL F. REIMBURSEMENT TO US If We pay any amount for settlements of Claims that exceed the Limit of Liability (other than the supplemental Claims Expense coverage provided for in Section IV. B.); or if We pay any amount that is within the deductible; or if We pay any amount for which We have no liability under the Policy; the Insured must reimburse Us such amounts within thirty (30) days after We notify the Named Insured of the amount due. FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 7 of 1 Packet Pg. 3185 Q.7.a V. EXCLUSIONS A. THE POLICY DOES NOT AFFORD ANY COVERAGE OR BENEFITS WITH RESPECT TO: 1. Any Claim arising out of a criminal,dishonest,intentional,malicious or fraudulent act,error or omission committed by an Insured. a) m .N 2. Any Claim seeking Fines,Sanctions or Penalties. 0 3. Any Claim made against any business enterprise not named in the Declarations: 0) a. Owned in whole or in part by an Insured;or b. Which is controlled, operated or managed in whole or in part by an Insured, individually,or in a fiduciary capacity; including the ownership,maintenance or use of any property. 4. Any Claim arising out of an Insured's non-professional services,or capacity as: CL a. An officer, director, committee member, advisory board member, partner,trustee, or employee on behalf of or in the business of a charitable organization, pension, welfare, profit sharing, mutual or investment fund or trust, or business enterprise of any other description that is not expressly named in the c Declarations. 06 b. A public official or employee of a governmental body,subdivision or agency. C. A fiduciary under the Employee Retirement Income Security Act of 1974 and its amendments or any regulation or order issued relating to that Act except if an Insured is deemed to be a fiduciary solely by CJ reason of legal advice given with respect to any employee benefit plan. e S. Any Claim arising out of an act,error or omission by an Insured in rendering investment advice. 0) CL 6. Any Claim for bodily injury, sickness, disease or death of any person, or injury to, or destruction of any tangible r property or loss of use of that property. N 7. Any Claim arising out of any allegation(s)that an Insured has engaged in wrongful or illegal action as an employer, including without limitation allegations of wrongful termination, employment discrimination, sexual harassment, r wage or other workplace violations. CD cv c� 8. Any Claim arising solely from an act, error or omission by a lawyer with whom an Insured shares office space or CD common facilities,if that lawyer is not also an Insured under the Policy. 9. Any Claim arising out of Professional Services by an Insured pertaining to the collection or enforcement of any debt,obligation or other property owned, in whole or in part,by an Insured. 10. Any Claim arising out of the liability of others which the Insured assumes under any contract or agreement. c B. WAIVER OF EXCLUSION OR BREACH OF CONDITIONS Whenever coverage under the Policy would be excluded,suspended or lost because of: 1. Exclusion 1 under Section V. A. of the Policy, We will continue coverage otherwise provided by the Policy for all other Insureds who were neither involved in nor knew of the criminal, dishonest, intentional, malicious or c fraudulent act, error or omission, provided any Insured claiming entitlement to this waiver immediately delivers written notice to Us of such criminal,dishonest,intentional,malicious or fraudulent act,error or omission;or c� 2. Failure to comply with Section II. B. of this Agreement,We will continue coverage otherwise provided by the Policy CL for all other Insureds who were neither involved in nor knew of the act, error or omission provided any Insured claiming entitlement to this waiver immediately delivers written notice to Us of such act,error or omission. Our obligation to pay, in the event of a waiver, shall only be in excess of the deductible and in excess of the full extent of any assets held by the Named Insured belonging to the involved Insured who is not a beneficiary to the waiver. FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 8 of 1 Packet Pg. 3186 Q.7.a VI. EXTENDED CLAIMS REPORTING PERIOD A. EXTENDED CLAIMS REPORTING PERIODS 0 Insureds shall have the option to extend the time for reporting Claims or Incidents arising from an act, error or omission in Professional Services or Personal Injury which occurred on or after the Retroactive Date and prior to the end of the Policy Period,which are first made and reported to the Company during the Extended Claims Reporting Period. c Purchase of an Extended Claims Reporting Period Endorsement is conditioned upon: 1. Prior to the termination, cancellation or non-renewal of this coverage, the Named Insured has complied with all the terms and conditions of the Policy including the payment of all premiums and/or deductibles when due;and 2. The Named Insured's or the Insured's written request for the endorsement and delivery to FLMIC payment of the appropriate premium within thirty(30)days after termination of coverage;and CL 3. The Insured's license to practice law in Florida has not been suspended or revoked and investigative or disciplinary proceedings which could result in suspension or disbarment have not been instituted by The Florida Bar. c c The additional premium and duration of the Extended Claims Reporting Period will be determined under Our rules and rates in effect on the commencement date of the Extended Claims Reporting Period. 06 B. EXTENDED CLAIMS REPORTING PERIOD FOR ESTATE OF CERTAIN INSUREDS If an Insured dies during the Policy Period,the Estate of the Insured shall be provided an Extended Claims Reporting Period of twenty-four(24)months duration,provided that: y e 1. Prior to the termination, cancellation or non-renewal of this coverage, the Named Insured has complied with all 0) CL the terms and conditions of the Policy,including the payment of all premiums and/or deductibles when due;and 2. The Insured's right to practice law in Florida had not been suspended or revoked and investigative or disciplinary proceedings which could result in suspension or disbarment have not been instituted by The Florida Bar;and 3. The Insured had been continuously covered by Us for at least five (5) consecutive years immediately prior to the death of the Insured;and CD cv c� 4. We are furnished with evidence satisfactory to Us of the date of death of the Insured;and 5. We receive a written request for an Extended Claims Reporting Period endorsement under this provision within sixty(60)days from the expiration of the Policy. The Extended Claims Reporting Period Endorsement issued under this provision will extend the time for reporting Claims or Incidents which arise from an act, error or omission in Professional Services or Personal Injury which occurred on or after the Retroactive Date and prior to the end of the Policy Period, which are first made and reported to the Company during the Extended Claims Reporting Period. c An Extended Claims Reporting Period added under this provision does not extend the time period in which to exercise the option to purchase an Extended Claims Reporting Period of longer duration. 0 C. EXTENDED CLAIMS REPORTING PERIOD FOR DISABILITY OF CERTAIN INSUREDS U If an Insured becomes totally and permanently disabled and unable to practice law during the Policy Period, the Insured shall be provided an Extended Claims Reporting Period of twenty-four(24)months duration,provided that: CL 1. Prior to the termination, cancellation or non-renewal of this coverage, the Named Insured has complied with all r_ the terms and conditions of the Policy including the payment of all premiums and/or deductibles when due;and m 2. The Insured's right to practice law in Florida had not been suspended or revoked and investigative or disciplinary proceedings which could result in suspension or disbarment have not been instituted by The Florida Bar;and FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 9 of 1 Packet Pg. 3187 Q.7.a 3. The Insured had been continuously covered by Us for at least five (5) consecutive years immediately prior to the disability of the Insured;and 4. Within sixty (60) days from the expiration of the Policy,We are furnished with evidence satisfactory to Us(a)that the Insured is and became totally and permanently disabled and unable to practice law during the Policy Period, 0 and (b)that the Insured has resigned from The Florida Bar or has been placed on inactive status by The Florida Bar; and N 0 5. We receive a written request for an Extended Claims Reporting Period endorsement under this provision within sixty(60)days from the expiration of the Policy. The Extended Claims Reporting Period Endorsement issued under this provision will extend the time for reporting Claims or Incidents which arise from an act, error or omission in Professional Services or Personal Injury which occurred on or after the Retroactive Date and prior to the end of the Policy Period, which are first made and reported to the Company during the Extended Claims Reporting Period. CL An Extended Claims Reporting Period added under this provision does not extend the time period in which to exercise the option to purchase an Extended Claims Reporting Period of longer duration. 0 0 D. EXTENDED CLAIMS REPORTING PERIOD FOR RETIREMENT OF CERTAIN INSUREDS 06 If an Insured retires from the practice of law, meaning that he or she permanently and totally ceases the practice of law during the Policy Period, the Insured shall be provided an Extended Claims Reporting Period of twenty-four (24) months duration,provided that: 0 1. Prior to the termination, cancellation or non-renewal of this coverage, the Named Insured has complied with all the terms and conditions of the Policy including the payment of all premiums and/or deductibles when due;and CL 2. The Insured's right to practice law in Florida had not been suspended or revoked and investigative or disciplinary proceedings which could result in suspension or disbarment have not been instituted by The Florida Bar;and 3. The Insured had been continuously covered by Us for at least five (5) consecutive years immediately prior to the retirement of the Insured;and CD cv 4. Within sixty (60) days from expiration of the Policy, We are furnished with evidence satisfactory to Us that the Insured has totally retired from the practice of law;and 5. We receive a written request for an Extended Claims Reporting Period endorsement under this provision within sixty(60)days from expiration of the Policy. m W The Extended Claims Reporting Period Endorsement issued under this provision will extend the time for reporting Claims or Incidents which arise from an act, error or omission in Professional Services or Personal Injury which occurred on or after the Retroactive Date and prior to the end of the Policy Period, which are first made and reported to the Company during the Extended Claims Reporting Period. An Extended Claims Reporting Period added under this provision does not extend the time period in which to exercise the option to purchase an Extended Claims Reporting Period of longer duration. VI1. OTHER CONDITIONS AND OBLIGATIONS A. INSURED'S COOPERATION y e If an Insured is sued or a Claim is made against the Insured, the Insured must cooperate and assist Us and upon Our W CL request assist Us in making settlements, in the conduct of litigation, and in enforcing any right of contribution or indemnity against any person or organization, other than an employee of the Insured who may be liable to the Insured. The Insured shall attend hearings and trials and assist Us in obtaining and giving evidence. An Insured may not, except at the Insured's own expense, make any offer or payment, assume any obligation or incur any expenses unless otherwise permitted in the Policy. FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 10 of packet Pg. 3188 Q.7.a B. SUBROGATION If We make any payment, We are entitled to any rights the Insured has to recover what was paid. Any Insured for whom We make payment must transfer to Us their rights of recovery against any other person or organization. Any amounts so recovered shall be allocated as follows: Any recovery shall first be used to pay any loss and expense payments by the Insured in excess of any deductible(s); second, to repayment of the Insured's deductible; third, for the repayment of expenses incurred toward subrogation; fourth, to any loss and expense payments by any excess carrier on behalf of the Insured; and last, to any loss and expense payments by the Company on behalf of the Insured. The Insured must do everything necessary to secure these rights and must do nothing that would jeopardize them. We have the right to subrogate against an Insured only if the Claim was brought about, contributed to or caused by an intentional,dishonest,fraudulent,criminal or intentional malicious act or omission of that Insured. C. BANKRUPTCY/INSOLVENCY Our obligations to the Insured remain,even if the Insured becomes bankrupt or insolvent. CL D. ACTIONS AGAINST THE COMPANY 0 0 No action shall be filed against Us unless,as a condition precedent: 06 1. There has been full compliance with all terms of the Policy;and 0 2. The Insured's obligation to pay has been determined by a final judgment or by a written settlement agreement among the Insured,the Claimant and Us. y e Any person or entity who has secured such a judgment or written settlement agreement shall thereafter be entitled to recover under the Policy to the extent of the available Limits of Liability afforded, and, if court action is deemed necessary to enforce these rights,such action shall be limited to the courts of the State of Florida. 0 E. POLICYTERRITORY y The Policy provides coverage for Professional Services performed anywhere in the world provided the Claim is made and Suit is brought in the United States of America,its territories or possessions,or Canada. CD cv F. FIRM CHANGES CD If any of the Named Insured's lawyers, partners, officers, directors, or members change during the Policy Period, even if it results in changes in the name or business style of the firm, We will continue to provide coverage under the Policy provided that the Named Insured reports the changes to Us promptly. The Named Insured agrees to deliver to Us written notice of any lawyers joining or leaving the firm within thirty (30) days of such event, and to pay any additional premium which may be due. G. ASSIGNMENT 0 Neither the Named Insured nor any Insured can assign any rights, duties or obligations under the Policy to any other person,organization or entity. H. CONFORMING TO LAW If any part of the Policy is in conflict with the statutes of the State of Florida, those provisions in conflict will automatically change to conform to the law. 0 c� I. OTHER INSURANCE CL This insurance is excess over any other insurance, regardless of whether such other insurance is to be primary, pro rata, contributory,excess, contingent or otherwise. If other insurance applies,the Policy applies only in the amount by which the applicable Limit of Liability of the Policy exceeds the sum of the applicable liability limits of the other insurance. This provision will not apply to other insurance written to provide specific insurance in excess of the Policy. FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 11 of packet Pg. 3189 Q.7.a J. CANCELLATION OR NON-RENEWAL Either the Named Insured or the Company can cancel or not renew the Policy by giving written notice to the other. If the Named Insured cancels,the Named Insured is required to deliver to Us written notice stating the date the cancellation is to be effective (backdating not permitted). Ninety percent (90%) of the unearned premium will be refunded to the Named Insured. m If We cancel the Policy during the first ninety (90) days it is in force, a written notice of cancellation will be mailed to the N Named Insured at the address shown in the Declarations or the last address reported to Us in writing.The notice will state when, not less than twenty(20) days later,the cancellation will be effective. In addition,the notice will state the reason for cancellation. The twenty (20) day notice will not be required if the Policy is being cancelled for a material misstatement or misrepresentation, or where there is a failure to comply with Our underwriting requirements.The earned premium will be calculated pro rata if We cancel the Policy. If We cancel the Policy after the first ninety (90) days it is in force, a written notice of cancellation will be mailed to the Named Insured at the address shown in the Declarations or the last address reported to Us in writing.The notice will state when, not less than forty-five (45) days later, the cancellation will be effective and will state as the reason for cancellation one of the following: material misstatement, failure to comply with Our underwriting requirements established within CL ninety(90) days of the first date of coverage, a substantial change in the risk covered, and/or cancellation for all Insureds in the same class.The earned premium will be calculated pro rata if We cancel the Policy. Notwithstanding anything above, if We cancel the Policy because the Named Insured did not pay the premium when due, a 06 written notice of cancellation stating the reason for cancellation will be mailed to the Named Insured at the address shown in the Declarations or the last address reported to Us in writing.The notice will state when, not less than ten (10)days later, the cancellation will be effective. If We do not renew the Policy, We will mail to the Named Insured, at the address shown in the Declarations or the last y address reported to Us in writing, not less than forty-five (45) days before the end of the Policy,written notice that We will not renew.The notice will state the reason for non-renewal.The mailing of the notice will be sufficient proof of notice.The CL date and hour that coverage will end will be the end of the Policy Period. Delivery of written notice, either by the Named `_✓ Insured or Us will be equal to mailing. r 0 M K. ASSISTANCE IN RISK MANAGEMENT AND AUDIT > W Except where such action would violate client confidentiality or the Rules of Professional Conduct,the Insured will cooperate with Us by allowing Us to examine the Insured's operations, including interviewing the Insured's employees to identify and CD address risk management and underwriting issues. c� L. REPRESENTATIONS AND RELIANCE By accepting the Policy,the Named Insured agrees that the statements and representations in the application for the Policy are true and material. The Policy is issued in reliance upon the truth, accuracy and completeness of the Named Insured's m statements. M. CHANGES IN POLICY FORM If We adopt any revision that would broaden coverage under the Policy without additional premium at any time during the 0 Policy Period,the broadened coverage will immediately apply to the Policy except that it will not apply to Claims that were first made against the Insured prior to the effective date of such revision. N. NOTICES 0 Except as otherwise specifically stated in the Policy, all notices or communications required or contemplated by the Policy will be delivered in writing: c� If to Us: Florida Lawyers Mutual Insurance Company CL 541 E. Mitchell Hammock Road Oviedo, Florida 32765 If to Insured: At the address stated in the Declarations or the last address reported to Us in writing. FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 12 of packet Pg. 3190 Q.7.a VIII. MUTUAL COMPANY POLICY PROVISIONS A. MEMBER OF THE COMPANY y The Named Insured,as the policyholder,is a member of the Company so long as the Policy is in force. Upon cancellation or non-renewal of the Policy,the Named Insured ceases to be a member of the Company. .N B. VOTING 0) The Named Insured as the policyholder, has the right to vote either in person or proxy,at the Company meetings under p Y g p Yp Y, p Y g . the terms of Our Bylaws and Articles of Incorporation. C. NON-ASSESSABLE The Policy is not assessable.The Insured is not liable for any amount other than the payment of the annual premium for the CL Policy,any applicable deductible,or reimbursement to the Company for sums in excess of the applicable Limit of Liability. 0 0 06 CJ 0 FLORIDA LAWYERS MUTUAL INSURANCE COMPANY CL 541 EAST MITCHELL HAMMOCK ROAD Mn OVIEDO, FLORIDA 32765 PHONE 800.633.6458 FAX 800.781.2010 cv FLMIC.COM 0 0 0 0 c� CL FLPL-101 (R.10/01/2018) Florida Lawyers Mutual Insurance Company Page 13 of packet Pg. 3191 Q.7.a FLPL a-JDTM INSURANCE ENDORSEMENT (Claims-Made and Reported Coverage) 0 Effective date: 8/16/2021 m .N This Endorsement ("Endorsement") amends your Policy to provide e-JD insurance on a Claims-Made and c Reported basis.Various provisions in this Endorsement restrict coverage. Read the entire Endorsement carefully to determine your rights and duties and what is and is not covered. The terms, conditions, exclusions, and limits of insurance set forth in this Endorsement apply only to the coverage provided by this Endorsement. All words and phrases in this Endorsement that appear in bold print have the meanings set forth in Section V of this Endorsement. To the extent any words or phrases used in this Endorsement are defined elsewhere in the Policy, such definitions provided elsewhere do not apply to give meaning to the words or phrases used in this CIL Endorsement. The limits of liability for the coverage provided under this Endorsement are specified in Section IV of this Endorsement. Such limits of liability are in addition, to, and will not exhaust, the limits of insurance provided 06 elsewhere under the Policy. Defense costs paid under this Endorsement will erode, and are included within,the e-JD limits of liability. 0 SECTION I- COVERAGE AGREEMENTS y c� In consideration of the premium paid and subject to all terms, conditions, definitions, exclusions and other provisions of this Endorsement,the Company agrees as follows: A. MULTIMEDIA LIABILITY COVERAGE N Subject to the limits of liability specified in Section IV of this Endorsement,the Company will pay: cv CD (1) Damages which an insured becomes legally obligated to pay; and ci (2) Defense costs, resulting from a claim for an actual or alleged multimedia peril(s),provided that: (1) Such claim is first made against the insured during the endorsement period; E (2) The insured reports such claim in writing to the Company no later than sixty (60) days after the claim is first made against the insured; and (3) The multimedia peril(s)takes place or first commences on or after the retroactive date. 0 B. SECURITY AND PRIVACY LIABILITY COVERAGE c Subject to the limits of liability specified in Section IV of this Endorsement,the Company will pay: (1) Damages which an insured becomes legally obligated to pay;and c (2) Defense costs, resulting from a claim for an actual or alleged security and privacy wrongful act,provided that: y c� (1) Such claim is first made against the insured during the endorsement period; CIL (2) The insured reports such claim in writing to the Company no later than sixty (60) days after the claim is first made against the insured; and FLPL e-JDTM(R.01/01/2016) Florida Lawyers Mutual Insurance Company ❑ Pagel of 22 Packet Pg. 3192 Q.7.a (3) The security and privacy wrongful act takes place or first commences on or after the retroactive date. c m C. PRIVACY REGULATORY DEFENSE AND PENALTIES COVERAGE N c Subject to the limits of liability specified in Section IV of this Endorsement,the Company will pay: (1) Regulatory fines and penalties and/or any regulatory compensatory award which an insured becomes legally obligated to pay; and (2) Defense costs, directly resulting from a claim for an actual or alleged security breach or privacy breach, provided that: CIL W (1) Such claim is first made against the insured during the endorsement period; 0 (2) The insured reports such claim in writing to the Company no later than sixty (60) days after the claim is first made against the insured; and 06 (3) The security breach or privacy breach takes place or first commences on or after the retroactive date. 0 D. PRIVACY BREACH RESPONSE COSTS, NOTIFICATION EXPENSES, AND CUSTOMER y SUPPORT AND CREDIT MONITORING EXPENSES COVERAGE Subject to the limits of liability specified in Section IV of this Endorsement, the Company will pay reasonable privacy breach response costs, notification expenses, and/or customer support and credit monitoring expenses which you incur during the endorsement period as a direct result of an adverse media report, security breach or privacy breach,provided that: > (1) The adverse media report, security breach or privacy breach takes place or first commences N on or after the retroactive date; and cv (2) You report the adverse media report, security breach or privacy breach in writing to the Company during the endorsement period, but no later than 60 days from the date an insured first discovers the adverse media report, security breach or privacy breach. E. NETWORK ASSET PROTECTION COVERAGE (1) Loss of Digital Assets Subject to the limits of liability specified in Section IV of this Endorsement, the Company will reimburse you for digital assets loss and/or special expenses which you incur during the endorsement period as a direct result of damage, alteration, corruption, distortion, theft, misuse, or destruction of digital assets,provided that: alteration corruption, distortion theft misuse or destruction of digital (a) Such damage, g c assets is directly caused by a covered cause of loss; c, (b) The covered cause of loss takes place or first commences on or after the retroactive 0 date; (c) You report the covered cause of loss in writing to the Company during the CIL endorsement period, but no later than 60 days from the date an insured first discovers the covered cause of loss; and FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 2 Packet Pg. 3193 Q.7.a (d) You provide clear evidence that the digital assets loss and/or special expenses directly resulted from the covered cause of loss. c m The Company will pay digital assets loss and/or special expenses for a period of up to twelve (12) months following the discovery of the damage, alteration, corruption, distortion, theft, 0 misuse, or destruction of digital assets. ?: (2) Non-Physical Business Interruption and Extra Expense Subject to the limits of liability specified in Section IV of this Endorsement, the Company will reimburse you for income loss, interruption expenses and/or special expenses which you incur during the period of restoration, but after the waiting period, as a direct result of a total or partial interruption, degradation in service or failure of an insured computer system provided that: c (a) Such total or partial interruption, degradation in service or failure of the insured c computer system is directly caused by a covered cause of loss; 06 (b) The covered cause of loss takes place or first commences on or after the retroactive date; 0 (c) You report the covered cause of loss in writing to the Company during the endorsement period, but no later than 60 days from the date an insured first discovers y the covered cause of loss; and (d) You provide clear evidence that the income loss, interruption expenses and/or special CIL expenses directly resulted from the covered cause of loss. F. CYBER EXTORTION COVERAGE Subject to the limits of liability specified in Section IV of this Endorsement, the Company will reimburse you for cyber extortion expenses and/or cyber extortion monies that you pay as a direct N result of a cyber extortion threat, including a demand for cyber extortion monies,provided that: c� (1) Such cyber extortion threat is first made against an insured on or after the retroactive date; (2) You provide clear evidence that the cyber extortion expenses and/or cyber extortion monies directly resulted from the cyber extortion threat; and (3) You report the cyber extortion threat in writing to the Company during the endorsement period, but no later than 60 days from the date the cyber extortion threat is made against an insured. Cyber extortion expenses and/or cyber extortion monies shall not be paid without the Company's prior consultation and written authorization. You must make every reasonable effort to notify local law enforcement authorities and the Federal Bureau of Investigation, or similar equivalent foreign agency, before surrendering any cyber extortion monies in response to a cyber extortion threat. c c c� CIL U FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 3 Packet Pg. 3194 Q.7.a G. CYBER TERRORISM COVERAGE c Subject to the limits of liability specified in Section IV of this Endorsement, the Company will reimburse you for income loss, interruption expenses, and/or special expenses which you incurs during the period of restoration, but after the waiting period, as a direct result of a total or partial interruption,degradation in service, or failure of an insured computer system,provided that: (1) Such total or partial interruption, degradation in service, or failure of the insured computer system is directly caused by an act of cyber terrorism; (2) The act of cyber terrorism takes place or first commences on or after the retroactive date; (3) You report the act of cyber terrorism in writing to the Company during the endorsement period, but no later than 60 days from the date an insured first discovers the act of cyber terrorism; and CIL (4) You provide clear evidence that the income loss, interruption expenses and/or special expenses directly resulted from the act of cyber terrorism. 0 SECTION II—DEFENSE,INVESTIGATION,AND SETTLEMENT 06 The Company will have the right and duty to defend: c A. Any claim for damages covered under Coverage Agreement A or Coverage Agreement B; or y B. Any claim for regulatory fines and penalties and/or a regulatory compensatory award covered e under Coverage Agreement C, °' even if the allegations of the claim are groundless, false or fraudulent. The Company has the right to appoint counsel. The Company may investigate or settle any claim at its sole discretion. The applicable limits of liability will be reduced and may be completely exhausted by payment of defense costs. The Company will not be obligated to N pay or defend any claim after the applicable limit of the Company's liability hereunder has been exhausted. c� No insured will incur any defense costs or other expenses, or settle any claim, assume any contractual obligation, admit liability, voluntarily make any payment, or otherwise consent to any settlement or judgment with respect to any claim without the Company's prior written consent, which will not be unreasonably withheld. The Company will not be liable for any defense costs or other expenses, settlement or judgment to which the Company has not consented. SECTION III- EXCLUSIONS The insurance provided under this Endorsement does not apply to: A. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving any multimedia peril, security and privacy wrongful act, security breach, privacy breach, covered C cause of loss, cyber extortion threat, act of cyber terrorism or adverse media report: c (1) Which was the subject of written notice given to us or to any other insurer prior to the initial 0 effective date of your e-JD coverage; (2) Which was the subject of any prior and/or pending written demand made against an insured, or CIL a civil, administrative or arbitration proceeding commenced against an insured, prior to the initial effective date of your e-JD coverage, or that involved the same or substantially the same m fact, circumstance, or situation underlying or alleged in such prior demand or proceeding; FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 4 Packet Pg. 3195 Q.7.a (3) Which an insured had knowledge of prior to the initial effective date of your e-JD coverage. c B. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving any actual, alleged or threatened discharge, dispersal, release or escape of pollutants, or any direction, request or voluntary decision to test for, abate, monitor, clean up, remove, contain, treat, detoxify or neutralize pollutants, nuclear material or nuclear waste. For purposes of this exclusion, "pollutants" means any solid, liquid,gaseous or thermal irritant or contaminant, including smoke,vapor, soot, fumes, acids, alkalis, chemicals and waste. "Waste" includes material to be recycled, reconditioned or reclaimed. C. Any claim for liability assumed by an insured under any oral or written contract or agreement, except where such liability would apply apart from such contract or agreement and is otherwise covered by this Endorsement.With respect to any multimedia peril, security breach or privacy breach,this exclusion CIL does not apply to any claim alleging liability assumed under contract. c D. Any claim for breach of any express, implied, actual or constructive contract, warranty, guarantee, or c promise, except where such liability would apply apart from such contract, warranty, guarantee or 06 promise and is otherwise covered by this Endorsement. This exclusion does not apply to any claim alleging breach of your privacy policy or liability assumed by contract. E. Any claim which is covered under any other section of the Policy to which this endorsement attaches. y c� F. Any claim for violations of the False Claims Act or any similar federal or state law, rule, or regulation CIL concerning billing errors or fraudulent billing practices or abuse. '✓ G. Any claim for infringement of any patent or the misappropriation,theft,copying, display, or publication N of any trade secret. > H. Any claim for unfair competition, price fixing, deceptive trade practices, restraint of trade, or violation of any anti-trust laws. N c� I. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving: (1) Any employment or employment-related matters, including, but not limited to, employer- Employee relations,policies, acts or omissions; E (2) Any actual or alleged refusal to employ any person or any other actual or alleged misconduct with respect to employees; or M (3) Any actual or alleged obligations of the insured under any workers' compensation, unemployment insurance, social security, disability benefits or other similar law. c c This exclusion does not apply to an otherwise covered claim under Coverage Agreement B, which is brought by your past,present or future employee alleging a security and privacy wrongful act. J. Any claim for bodily injury or property damage. c K. Any claim for harassment or discrimination because of, or relating to, race, creed, color, age, sex, sexual orientation or preference, national origin, religion, handicap, disability, political affiliation, marital status, or any other basis prohibited by federal, state or local law. CIL L. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving: FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 5 Packet Pg. 3196 Q.7.a (1) Satellite failures; (2) Electrical or mechanical failures and/or interruption including, but not limited to, electrical 0 disturbance, spike,brownout, or blackout; or (3) Outages to gas, water,telephone, cable,telecommunications or other infrastructure, unless such infrastructure is under your direct operational control and such claim is otherwise covered under Coverage Agreement E or Coverage Agreement G. M. Any claim for violation of any of United States of America's economic or trade sanctions, including, but not limited to, sanctions administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control("OFAC"). N. Any criminal proceeding. CIL O. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving: c (1) Any willful, deliberately dishonest,malicious, or fraudulent act or omission; c (2) Any intentional violation of the law or of your privacy policy; or 06 (3) The gaining in fact of any profit, remuneration or financial advantage to which an insured was not legally entitled, 0 if committed by any insured, whether acting alone or in collusion with other persons. Notwithstanding y the foregoing, the insurance afforded by this Endorsement will apply to defense costs incurred in defending any such claim until such time as there is a judgment or other final adjudication adverse to CIL the insured establishing such willful, dishonest, fraudulent, or malicious conduct. The Company will `✓ have the right to recover defense costs incurred in defending such claim from those parties found to have committed such willful, dishonest, fraudulent, or malicious conduct. This exclusion does not apply to: 1 An insured that did not commit participate in or have knowledge of an willful dishonest N O Y � � p p � g Y N fraudulent, or malicious conduct described in this exclusion; or (2) A claim resulting from sabotage by your employee. P. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving: (1) Any actual or alleged multimedia peril, security and privacy wrongful act, security breach, privacy breach, covered cause of loss, cyber extortion threat, act of cyber terrorism, or M adverse media report that took place or first commenced prior to the retroactive date; or (2) Any actual or alleged multimedia peril, security and privacy wrongful act, security breach, privacy breach, covered cause of loss, cyber extortion threat, act of cyber terrorism, or 0 adverse media report that took place on or after the retroactive date, which, together with an actual or alleged multimedia peril, security and privacy wrongful act, security breach, privacy breach, covered cause of loss, cyber extortion threat, act of cyber terrorism, or C adverse media report that took place prior to the retroactive date, would constitute related c multimedia perils, security and privacy wrongful acts, security breaches, privacy U breaches, covered causes of loss, cyber extortion threats, acts of cyber terrorism or adverse media reports. CIL For purposes of this exclusion, multimedia perils, security and privacy wrongful acts, security breaches, privacy breaches, covered causes of loss, cyber extortion threats, acts of cyber terrorism, or adverse media reports will be deemed related if we determine that they are logically or FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 6 Packet Pg. 3197 Q.7.a causally connected by any common fact, circumstance, situation, event, transaction or series of facts, circumstances, situations, events or transactions. m Q. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving any business,joint venture or enterprise not named on the Declarations. R. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving any conduct, act, error or omission of any individual serving in any capacity other than as your officer, director,partner, stockholder,trustee or employee. S. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving an insured's insolvency or bankruptcy, the insolvency or bankruptcy of any other individual or entity, or the failure, inability or unwillingness to make payments because of the insolvency, liquidation, or CIL bankruptcy of any individual or entity. c T. An claim based upon, arisin out of resulting from in consequence of or in an way involving the c Y P � g � g � q � Y Y g wear and tear, drop in performance, progressive deterioration, or aging of your electronic equipment or 06 computer hardware. c U. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving the failure of overhead transmission and distribution lines. c� V. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving the CIL gradual deterioration of subterranean insulation. W. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving fire, smoke, explosion, lightning, wind, water, flood, earthquake, volcanic eruption, tidal wave, landslide, > hail, force majeure or any other physical event,however caused. X. An claim based upon, arisin out of resulting from in consequence of or in an way involving the CD N Y p g g q Y Y g gradual deterioration or wear and tear of an insured computer system. Y. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving the actual or alleged inaccurate, inadequate or incomplete description of the price of goods, products or services. m Z. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving cost guarantees, cost representations, contract price or cost estimates being exceeded. AA. Any claim brought by or on behalf of: (1) Any insured against another insured; (2) Any entity which is owned, in whole or in part, by an insured, or any entity directly or C indirectly controlled, operated or managed by an insured; (3) Any entity which is a parent, affiliate or subsidiary of any entity in which an insured is a U partner or joint venturer; or 0 (4) Any individual or entity who is a partner or joint venturer of any entity in which an insured is also a partner or joint venturer. a. This exclusion does not apply to an otherwise covered claim under Coverage Agreement B, which is m brought by your past, present or future employee alleging a security and privacy wrongful act, but FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 7 Packet Pg. 3198 Q.7.a Ch only if such employee or any of your past or present officers, directors or trustees did not commit, participate in, or contribute to such security and privacy wrong act or any security breach or privacy 0 breach. .N BB. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving unauthorized trading. For purposes of this exclusion, "unauthorized trading"means trading,which at the time of the trade is: (1) In excess of permitted financial limits; or (2) Outside of permitted product lines. CC. An claim based upon, an out of resulting from in consequence of or in an way involving: Y P � g � g � q � Y Y g: CIL (1) The actual or alleged purchase or sale of securities, or an offer, or solicitation of an offer, to purchase or sell securities; (2) The actual or alleged loss of value of any securities; or 0 (3) Any actual or alleged violation of any securities law such as the provisions of the Securities Act 2 of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 or any regulation promulgated under the foregoing statutes, or any federal, state, local, or foreign laws similar to the foregoing statutes, including "Blue Sky" laws, whether such law is statutory, regulatory or common law. c DD. Any claim for violation of the Organized Crime Control Act of 1970 (commonly known as `Racketeer Influenced And Corrupt Organizations Act' or `RICO'), as amended, or any regulation promulgated under the foregoing statutes, or any similar federal, state, local or foreign laws, whether such law is statutory, regulatory or common law. .N EE. Any claim which is brought by the Federal Trade Commission, the Federal Communications Commission or any other federal, state or local governmental entity, in such entity's regulatory or official capacity. This exclusion does not apply to an otherwise covered claim under Coverage CD Agreement C. N c� FF. Any claim alleging: (1) The violation of any pension, healthcare, welfare, profit sharing or mutual or investment plans, funds or trusts; or E (2) The violation of any provision of the Employee Retirement Income Security Act of 1974 and its amendments and/or the Pension Protection Act of 2006 and its amendments, or any regulation, ruling or order issued pursuant thereto. c GG. An claim based upon, an out of resulting from in consequence of or in an way involving: c Y P � g � g � q � Y Y g� (1) Strikes or similar labor actions, war, invasion, warlike operations (whether declared or not), civil war, mutiny, civil commotion assuming the proportions of or amounting to a popular uprising, military uprising, insurrection, rebellion, revolution, military or usurped power, or any action taken to hinder or defend against these actions; (2) The confiscation, nationalization, requisition or destruction of, or damage to, property by or y under the order of any government or public or local authority; or (3) Any action taken in controlling, preventing, suppressing or in any way relating to GG(1) or CIL GG(2) above. m FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 8 Packet Pg. 3199 Q.7.a This exclusion does not apply to an act of cyber terrorism. c HH. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving your commercial decision to cease providing a particular product or service, but only if you are contractually obligated to continue providing such products or services. II. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving: (1) Gambling or pornography, (2) Prizes, awards or coupons; or (3) The sale or provision of prohibited, restricted or regulated items such as alcoholic beverages, tobacco or drugs. CIL JJ. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving the use of programs that are not operational programs or delivered programs. KK. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving any 06 insured's intentional use of illegal or unlicensed programs that are in violation of the provisions or laws referring to software protection. c LL. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving the y confiscation, commandeering, requisition, destruction of, or damage to computer hardware by order of a government de mre or de facto or by any public authority for whatever reason. CIL MM. Any claim based upon, arising out of, resulting from, in consequence of, or in any way involving the existence, emission or discharge of any electromagnetic field, electromagnetic radiation or electromagnetism that actually or allegedly affects the health, safety or condition of any person or the > environment or that affects the value,marketability, condition or use of any property. NN. With respect to Coverage Agreement E(1): `44 cv c� (1) Any amount incurred in restoring, updating or replacing digital assets to a level beyond that which existed prior to the covered cause of loss; (2) Physical damage to the computer hardware or data center, other than accidental physical damage or destruction of electronic media so that stored digital assets are no longer machine- readable; (3) Contractual penalties or consequential damages; (4) Any liability to third parties for whatever reason, including legal costs and expenses of any type; (5) Fines or penalties imposed by law; 0 (6) The economic or market value of digital assets; (7) Costs or expenses incurred to identify, patch or remediate software program errors or computer system vulnerabilities; (8) Costs to upgrade, redesign, reconfigure or maintain an insured computer system to a level of c functionality beyond that which existed prior to the covered cause of loss; or U (9) Any losses paid under Coverage Agreement E(2). 0 c� 00. With respect to Coverage Agreement E(2): CIL (1) Any loss arising out of updating or replacing digital assets to a level beyond that which existed W prior to the covered cause of loss; FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 9 Packet Pg. 3200 Q.7.a (2) Contractual penalties or consequential damages; (3) Any liability to third parties for whatever reason, including legal costs and expenses of any type; (4) Fines or penalties imposed by law; do (5) Costs or expenses incurred to identify, patch or remediate software program errors or computer 0 system vulnerabilities; (6) Loss of goodwill and reputational harm; (7) Costs to upgrade, redesign, reconfigure or maintain an insured computer system to a level of functionality beyond that which existed prior to the covered cause of loss; or (8) Any losses paid under Coverage Agreement E(1). SECTION IV- LIMITS OF LIABILITY A. With respect to the coverages provided under this Endorsement,the limits of liability are as follows: c (1) Multimedia Liability Coverage: $50,000 each Claim c 06 (2) Security and Privacy Liability Coverage: $50,000 each Claim c (3) Privacy Regulatory Defense and Penalties Coverage: $50,000 each Claim c (4) Privacy Breach Response Costs,Notification Expenses, and Customer Support and Credit Monitoring Expenses Coverage: $50,000 each Claim CIL (5) Network Asset Protection Coverage: $50,000 each Claim C c (6) Cyber Extortion Coverage: $50,000 each Claim > (7) Cyber Terrorism Coverage: $50,000 each Claim CD cv (8) Aggregate Limit: 1-10 attorneys: $50,000 ll+attorneys: $150,000 B. The limit of liability stated in paragraph A(1) through paragraph A(7) above as applicable to "each claim" is the maximum amount the Company will pay for each claim under each Coverage Agreement of this Endorsement, including defense costs where applicable, regardless of the number of insureds involved or affected, the number of individuals or entities making a claim, or the number of claims made. c c C. Subject to the provisions respecting "each claim," the "Aggregate Limit" is the maximum amount the Company will pay for all claims made during the endorsement period under all Coverage Agreements combined, including defense costs. The "Aggregate Limit" is based on the size of the named insured C firm as of the effective date of this Endorsement and will be determined in accordance with the table shown in paragraph A(8) above. U c D. If the "Aggregate Limit" is exhausted, then the Company's obligations under this Endorsement will be deemed completely fulfilled and extinguished. CIL E. All claims made under any one Coverage Agreement which arise out of the same, related, or continuing acts, facts or circumstances,will be considered a single claim without regard to the number of insureds, FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Pagel 0 1 Packet Pg. 3201 Q.7.a Ch claims, or persons or entities making a claim, and only one "each claim" limit will apply. Such claim will be deemed to have been first made on the date the earlier of the related claims was first made and will be deemed to have been first reported to the Company on the date the earlier of the related claims was first reported to the Company in writing. Appeals and any post-trial proceedings or consolidated proceedings approved by us will be considered to be part of the original claim. F. In the event that a claim is made and applies to more than one Coverage Agreement under this Endorsement, only one "each claim" limit will apply. The Company has the sole discretion to allocate amounts paid, if any, against the appropriate limit of liability. G. In the event two or more claims arising out of the same facts, circumstances, situations, events or transactions are covered under more than one Coverage Agreement of this Endorsement, only one "each claim" limit will apply to such claims. We have the discretion to allocate claims paid, if any, against CIL the appropriate limit of insurance. All such claims, whenever first made, shall be considered as reported to the Company during the endorsement period in which the first of such claims is reported to the Company, and shall be subject to the limits of insurance applicable to that policy. 06 SECTION V- DEFINITIONS c When used in this Endorsement: c A. Act of cyber terrorism means the premeditated use of disruptive activities, or the threat thereof, against computers, computer systems, networks and/or public internet by any person or group(s) of persons, CIL whether acting alone or on behalf of, or in connection with, any organization(s) or government(s) with `✓ the intention to intimidate or cause destruction or harm and/or further social, ideological, religious, political or similar objectives. Act of cyber terrorism includes, but is not limited to, the use of information technology to organize and execute large-scale attacks against computer systems, networks and/or public internet, resulting in disabling and/or deleting critical infrastructure, data or information. B. Adverse media report means any unpredictable report or communication of an actual or CD cv potential security breach or privacy breach, which: (1) Has been publicized through any media channel including, but not limited to, television, print media, radio or electronic networks, the internet, and/or electronic mail; and (2) Threatens material damage to your reputation or your brands. C. Assumed under contract means liability for damages resulting from a multimedia peril, security M breach or privacy breach where such liability has been assumed by you in the form of a written hold harmless or indemnity agreement, provided that such agreement was executed prior to the date the multimedia peril, security breach, or privacy breach occurred. D. BPO service provider means any third party independent contractor that provides business process outsourcing services for your benefit under a written contract with you, including, but not limited to, call center services, fulfillment services, and logistical support. c E. Bodily injury means physical injury, sickness, disease, pain or death, and if arising out of the y foregoing, mental anguish,mental injury, shock, humiliation or emotional distress sustained by a person at any time. CIL F. Claim means: FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 11 Packet Pg. 3202 Q.7.a Ch (1) With respect to Coverage Agreement A (Multimedia Liability) and Coverage Agreement B (Security and Privacy Liability): c m (a) Any written demand for monetary or non-monetary relief made against an insured; (b) Any civil proceeding or arbitration proceeding initiated against an insured, commenced 0 by the service of a complaint or similar pleading or notification; or (c) Any written request to toll or waive a statute of limitations relating to a potential claim against an insured,including any appeal therefrom; A claim under Coverage Agreement A or Coverage Agreement B will be deemed to be first made when an insured first receives notice of any of(1)(a)through(1)(c)above. (2) With respect to Coverage Agreement C (Privacy Regulatory Defense and Penalties), a CIL government investigation commenced against an insured by letter notification, complaint, or order of investigation. A claim under Coverage Agreement C will be deemed to be first made when it is first received by an insured. 06 (3) With respect to Coverage Agreement D (Privacy Breach Response Costs, Notification Expenses, and Customer Support and Credit Monitoring Expenses), your written report to the 0 Company of an adverse media report, security breach, or privacy breach. A claim under Coverage Agreement D will be deemed to be first made when such written report is received by y the Company. (4) With respect to Coverage Agreement E (Network Asset Protection), your written report to the Company of a covered cause of loss. A claim under Coverage Agreement E will be deemed to be first made when such written report is received by the Company. N (5) With respect to Coverage Agreement F (Cyber Extortion), your written report to the Company of a cyber extortion threat. A claim under Coverage Agreement F will be deemed to be first N made when such written report is received by the Company. CD c� (6) With respect to Coverage Agreement G (Cyber Terrorism),your written report to the Company of an act of cyber terrorism. A claim under Coverage Agreement G will be deemed to be first made when such written report is received by the Company. G. Computer hardware means the physical components of any computer system including CPUs, memory, storage devices, storage media, and input/output devices and other peripheral devices and components, including, but not limited to cable connectors fiber optics, wire power supply its P � P > PP Y units, , � keyboards, display monitors, and audio speakers. c c H. Computer program means an organized set of instructions that, when executed, causes a computer to behave in a predetermined manner. Computer program(s) include, but are not limited to, communications, networking, operating system, and related computer programs used to create, maintain,process, retrieve, store, and/or transmit electronic data. c I. Computer system means interconnected electronic, wireless, web, or similar systems (including all 0 computer hardware and software) used to process and store data or information in an analogue, digital, electronic, or wireless format including, but not limited to, computer programs, electronic CIL data, operating systems, firmware, servers, media libraries, associated input and output devices, mobile devices, networking equipment, websites, extranets, off line storage facilities (to the extent that they hold electronic data), and electronic backup equipment. FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 12 Packet Pg. 3203 Q.7.a J. Computer virus means a program that possesses the ability to create replicas of itself(commonly 0 known as "auto-reproduction" program) within other programs or operating system areas or which is capable of spreading copies of itself wholly or partly to other computer systems. c K. Covered cause of loss means, and is limited to,the following: (1) Accidental Damage or Destruction (a) Accidental physical damage or destruction of electronic media so that stored digital assets are no longer machine-readable; (b) Accidental damage or destruction of computer hardware so that stored data is no longer machine-readable; CIL (c) Failure in power supply or under/over voltage only if such power supply is under your direct operational control. "Direct operational control"includes back-up generators; 0 (d) Programming error of delivered programs; or (e) Electrostatic build-up and static electricity. 06 (2) Administrative or Operational Mistakes c U An accidental, unintentional, or negligent act, error or omission by your employee, a BPO y service provider,or outsourced IT service provider in: (a) The entry or modification of your electronic data, which causes damage to such data; or (b) The creation,handling, development,modification, or maintenance of digital assets; or 2 (c) The ongoing operation or maintenance of an insured computer system excluding the design, architecture, or configuration of an insured computer system. (3) Computer Crime and Computer Attacks CD N cv c� An act, mistake or negligent error or omission in the operation of an insured computer system or in the handling of digital assets by your employee, a BPO service provider, or outsourced IT service provider, which fails to prevent or hinder any of the following attacks on an insured computer system: (a) A denial of service attack; (b) Malicious code; (c) Unauthorized access; or (d) Unauthorized use. 0 L. Criminal proceeding means any governmental action for enforcement of criminal laws, including those offenses for which conviction could result in imprisonment and/or criminal fine. M. Customer support and credit monitoring expenses means those reasonable and necessary Uc expenses which you incur, with the Company's prior written consent, in the event of a privacy breach, for the provision of customer support activity, including the provision of credit file monitoring services and identity theft education and assistance for up to a period of twelve (12) CIL months from the date of enrollment in such credit file monitoring services, in the event of a privacy breach. FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 13 Packet Pg. 3204 Q.7.a Ch N. Cyber extortion expenses means all reasonable and necessary costs and expenses which you incur, with the Company's prior written consent, as a direct result of a cyber extortion threat, other than 0 cyber extortion monies. .N O. Cyber extortion monies means any funds or property which you pay, with the Company's prior written consent, to a person(s) or entity(ies) reasonably believed to be responsible for a cyber extortion threat insured under Coverage Agreement F, for the purpose of terminating such cyber extortion threat. P. Cyber extortion threat means a credible threat or series of related credible threats, including, but not limited to, a demand for cyber extortion monies, directed at you to: (1) Release, divulge, disseminate, destroy or use the confidential information of a third party CIL taken from you as a result of unauthorized access to, or unauthorized use of, an insured computer system; (2) Introduce malicious code into an insured computer system; (3) Corrupt, damage or destroy an insured computer system; 06 (4) Restrict or hinder access to an insured computer system, including, but not limited to the threat of a denial of service attack; or U (5) Electronically communicate with your customers and falsely claim to be you or to be acting under your direction in order to falsely obtain personal confidential information of your y customers (also known as "pharming," ..phishing,"or other types of false communications). CIL Q. Damages means the amount of money which an insured is legally obligated to pay as a result of a '✓ covered claim under Coverage Agreement A or Coverage Agreement B, including judgments and any prejudgment or post judgment interest awarded against the insured on that part of any judgment paid or to be paid by the Company, legal fees and costs awarded against an insured pursuant to such judgments, and settlements negotiated with the Company's consent. cv Damages do not include: c� (1) Taxes; (2) Any amount for which an insured is absolved from legal responsibility to make payment to a third parry; (3) Amounts owed under contract; E (4) Your future profits or royalties or any return, withdrawal, restitution or reduction of your professional fees,profits or other charges; 5 Punitive liquidated or exemplary damages or the multiplied portion of multiplied damages; ( ) q P n' g P P P g (6) Fines, sanctions or penalties; (7) Any matters that are deemed uninsurable under applicable law; 0 (8) The costs to comply with orders granting injunctive or non-monetary relief, including specific performance or any agreement to provide such relief, (9) Disgorgement of any remuneration or financial advantage to which you were not legally C entitled; or (10) Settlements negotiated without the Company's consent. U c R. Data means any and all information stored, recorded, appearing or present in or on an insured computer system, including, but not limited to, information stored, recorded, appearing or present in or CIL on your electronic and computer databases, the internet, intranet, extranet and related websites, facsimiles, and electronic mail. FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 14 Packet Pg. 3205 Q.7.a Ch S. Defense costs means reasonable and necessary legal fees, costs and expenses incurred with the Company's consent in the investigation, defense and appeal of any covered claim under Coverage 0 Agreement A, Coverage Agreement B or Coverage Agreement C. Defense costs do not include any wages, salaries, fees, overhead or other charges incurred by, or paid to, any insured for any time spent in cooperating in the defense and investigation of any claim or potential claim under this Endorsement. T. Delivered programs means programs, applications, and software where the development stage has been finalized, having passed all test-runs, and been proven successful in a live environment. U. Denial of service attack means an event caused by unauthorized or unexpected interference or a malicious attack intended by the perpetrator to overwhelm the capacity of a computer system by sending an excessive volume of electronic data to such computer system in order to prevent authorized access to such computer system. CIL W V. Digital assets means data and computer programs that exist in an insured computer system. Digital assets do not include computer hardware. c 06 W. Digital assets loss means reasonable and necessary expenses and costs which you incur to replace, recreate, or restore digital assets to the same state and with the same contents immediately before it was damaged, destroyed, altered, misused, or stolen, including expenses for materials and machine time. Digital assets loss also includes amounts representing employee work time to replace, recreate, or y restore digital assets, which shall be determined on a predefined billable hours or per hour basis as based upon your schedule of employee billable hours. CIL W X. Electronic media means floppy disks, CD ROM's, hard drives, magnetic tapes, magnetic discs, or any other media on which electronic data is recorded or stored. Y. Endorsement period means the period of coverage commencing on the effective date specified on this Endorsement and ending on the earlier of the termination, expiration or cancellation date of the Policy to which this Endorsement attaches. Endorsement period does not include any extended reporting period. Z. Firmware means the fixed programs that internally control basic low-level operations in a device. AA. Government investigation means a formal investigation instituted against an insured by any federal, m state or local government agency or authority, the subject matter of which is a security breach or privacy breach. BB. Income loss means financial loss you sustain, as determined in accordance with the provisions of Coverage Agreement E(2)or Coverage Agreement G. c CC. Insured means the named insured and any person qualifying as an "Insured" under Section III of the Policy, but only while such persons are acting within the scope of their duties on behalf of the named insured. c DD. Insured computer system means: y c� (1) A computer system operated by and either owned by, or leased to, you; CIL (2) With respect to Coverage Agreement B only, a computer system operated by a BPO service provider or outsourced IT service provider and used for the sole purpose of providing hosted computer application services to you or for processing maintaining FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 15 Packet Pg. 3206 Q.7.a hosting, or storing your electronic data, pursuant to a written contract with you for such services. c m EE. Internet means the worldwide public network of computers which enables the transmission of electronic data between different users, including a private communications network existing within a shared or public network platform. FF. Interruption expenses means those expenses, excluding special expenses, which you incur in accordance with the provisions of Coverage Agreement E(2) or Coverage Agreement G,to: (1) Avoid or minimize the suspension of your business as a result of a total or partial interruption degradation in service, or failure of an insured computer system caused directly by a covered cause of loss or an act of cyber terrorism,which you would not have incurred had no covered CIL cause of loss or act of cyber terrorism occurred, including, but not limited to, the use of rented/leased external equipment, substitution of other work or production procedures, use of third parry services, or additional staff expenditures or labor costs; and (2) Minimize or avoid a covered cause of loss or act of cyber terrorism and continue your 06 business. c The amount of interruption expenses recoverable under FF(1) above shall in no case exceed the amount by which the covered income loss is reduced by such incurred expenses. y c� GG. Malicious code means software intentionally designed to insert itself and damage a computer CIL system without the owner's informed consent by a variety of forms including, but not limited to, '✓ virus, worm, Trojan horses, spyware,dishonest adware,and crimeware. c HH. Multimedia peril means the release or display of any electronic media on your internet site or print > media for which you are solely responsible,which directly results in any of the following: (1) Any form of defamation or other tort related to the disparagement or harm to the reputation or `CD V cv character of any person or organization, including libel, slander,product disparagement, or trade libel, (2) Invasion, infringement or interference with an individual's right of privacy including false light, intrusion upon seclusion, commercial misappropriation of name, person, or likeness, and public disclosure of private facts; (3) Plagiarism,piracy, or misappropriation of ideas under an implied contract; (4) Infringement of copyright, trademark, trade name, trade dress, title, slogan, service mark or service name; or (5) Domain name infringement or improper deep-linking or framing. c c IL Named insured means the person, firm or professional legal business entity named as such on the Declarations. JJ. Notification expenses means those reasonable and necessary expenses which you incur, with the Company's prior written consent, to comply with governmental privacy legislation mandating notification to affected individuals in the event of a security breach or privacy breach. Notification expenses include,but are not limited to: CIL (1) Legal expenses; (2) Computer forensic and investigation fees; ai (3) Public relations expenses; FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 16 Packet Pg. 3207 Q.7.a (4) Postage expenses; and (5) Related advertising expenses. 0 m KK. Operational programs means programs and software which are ready for operational use, having been fully developed,tested, and accepted by you. LL. Outsourced IT service provider means a third party independent contractor that provides information technology services for your benefit under a written contract with you. Outsourced IT service provider services include, but are not limited to, hosting, security management, co-location, and data storage. MM. Period of restoration means the period of time that commences on the date when the interruption, degradation,or failure of an insured computer system began and ends on the earlier of CIL W (1) The date when the insured computer system is restored or could have been repaired or restored to the same condition, functionality, and level of service that existed prior to the covered cause of loss or the act of cyber terrorism with reasonable diligence, plus up to thirty 06 (30) additional consecutive days after the restoration of the insured computer system to allow for restoration of your business; or 0 (2) One hundred and twenty (120) consecutive days after the notice of covered cause of loss or act of cyber terrorism is received by the Company. y c� NN. Print media means newspapers, newsletters, magazines, books, and literary works in any form, CIL brochures or other types of publications, and advertising materials, including packaging, photographs, '✓ and digital images. c 00. Privacy breach means any of the below, whether actual or alleged, but only if committed or > allegedly committed b you or others actin on our behalf for whom you are legally responsible, °' g Y YY Y g Y Y g Y including BPO service providers and outsourced IT service providers: cv (1) A common law breach of confidentiality, infringement, or violation of any right to privacy, including, but not limited to, a breach of your privacy policy, false light, intrusion upon a person's seclusion, commercial misappropriation of name, person, or likeness, or public disclosure of a person's private information; or (2) Any breach of privacy regulations, as they currently exist and as amended, associated with 03 the confidentiality, access, control, and use of personally identifiable, non-public information, including, but not limited to: (a) Health Insurance Portability and Accountability Act of 1996 (Public Law 104- 191), known as HIPAA, and related state medical privacy laws; 0 (b) Gramm-Leach-Bliley Act of 1999 (G-L-B), also known as the Financial Services Modernization Act of 1999; (c) State and federal statutes and regulations regarding the security and privacy of C consumer information; (d) Governmental privacy protection regulations or laws associated with the control U and use of personal information; 0 (e) Privacy provisions of consumer protection laws, including the Federal Fair Credit Reporting Act(FCRA) and similar state laws; a. (f) Title XIII, the Health Information Technology for Economic and Clinical Health Act �. ("HITECH"), of the American Recovery and Reinvestment Act of 2009 ("ARRA"). FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 17 Packet Pg. 3208 Q.7.a A series of continuing privacy breaches or related or repeated privacy breaches will be considered a single privacy breach and will be deemed to have occurred when the first of such privacy breaches 0 occurred. .N PP. Privacy breach response costs means those reasonable and necessary fees and expenses which you incur, with the Company's prior written consent, for the employment of a public relations consultant, if such action is necessary in order to avert or mitigate any material damage to your reputation or brands,which results or reasonably will result from an adverse media report. QQ. Programming error means an error which occurs during the development or encoding of a computer program, software, or application, which would, when in operation, result in a malfunction or incorrect operation of a computer system. CIL RR. Property damage means injury to tangible property, including all resulting loss of use of that property, and loss of use of tangible property that is not physically injured. Data is not considered tangible property. 06 SS. Regulatory compensatory award means a sum of money which an insured is legally obligated to pay as an award or fund for affected individuals, including a regulatory agency's monetary award to a third party, due to an adverse judgment or settlement arising out of a government investigation. Regulatory compensatory award does not include a criminal penalty or fine issued by a regulatory y agency of any kind, including federal, state, or local governmental agencies. CIL TT. Regulatory fines and penalties means any civil fines and penalties imposed against an insured as a '✓ result of a government investigation. c U U. Reputation means the estimation of trust that patients, customers or clients have in doing business with > you or in purchasing your products or services. VV. Retroactive date means the date specified as such on the Retroactive Date Schedule `V cv Endorsement, on or after which acts or events (as detailed under the relevant Coverage Agreement) must have taken place in order to be considered for coverage. WW. Security and privacy wrongful act means any of the following acts, whether actual or alleged, but only if committed or allegedly committed by an insured: (1) Failure to prevent or hinder a security breach that in turn results in: M (a) The alteration, copying, corruption, destruction, deletion, or damage to electronic data stored on an insured computer system; 0 (b) Theft, loss or unauthorized disclosure of electronic and non-electronic confidential commercial, corporate, personally identifiable, or private information that is in your care, custody or control; (c) Theft, loss, or unauthorized disclosure of electronic and non-electronic confidential c commercial, corporate, personally identifiable, or private information that is in the care, U custody or control of a BPO service provider or outsourced IT service provider that is holding, processing, or transferring such information on your behalf, provided, however, that the theft, loss or unauthorized disclosure occurs while your written CIL contract with such BPO service provider or outsourced IT service provider is in effect; or (d) Unauthorized use of, or unauthorized access to, a computer system other than an FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 18 Packet Pg. 3209 Q.7.a insured computer system. c (2) Failure to timely disclose a security breach affecting personally identifiable, nonpublic information or the failure to dispose of personally identifiable,nonpublic information within then required time period, in violation of privacy regulations in effect now or in the future; (3) Failure to prevent the transmission of malicious code or computer virus from an insured computer system to the computer system of a third party; (4) A privacy breach; (5) Failure to prevent or hinder participation by an insured computer system in a denial of service attack directed against internet sites or the computer system of any third party; or (6) Loss of employee information. XX. Security breach means: CIL W (1) Unauthorized access to, or unauthorized use of, an insured computer system, including 0 unauthorized access or unauthorized use resulting from the theft of a password from an 2 insured computer system or from any insured; 06 (2) A denial of service attack against an insured computer system; or (3) Infection of an insured computer system by malicious code or the transmission of malicious 0 code from an insured computer system, c whether any of the foregoing is a specifically targeted attack or a generally distributed attack. A series of continuing security breaches, related or repeated security breaches, or multiple security breaches CIL resulting from a continuing failure of computer security will be considered a single security breach and '✓ will be deemed to have occurred when the first of such security breaches occurred. c YY. Special expenses means reasonable and necessary costs and expenses which you incur to: > (1) Prevent, preserve, minimize, or mitigate any further damage to digital assets, including the N reasonable and necessary fees and expenses of specialists, outside consultants, or forensic N experts you retain; (2) Preserve critical evidence of any criminal or malicious wrongdoing; (3) Purchase replacement licenses for computer programs because the copy protection system e( and/or access control software was damaged or destroyed by a covered cause of loss or an act of cyber terrorism; or (4) Notify customers of a total or partial interruption, degradation in service, or failure of an insured computer system resulting from a covered cause of loss or an act of cyber terrorism. M ZZ. Unauthorized access means the gaining of access to a computer system by an unauthorized person or c persons. c AAA. Unauthorized use means the use of a computer system by unauthorized persons or authorized persons in an unauthorized manner. BBB. Waiting period means the 8 hour period which must elapse before income loss, interruption Uc expenses and/or special expenses may be payable. The waiting period applies to each period of restoration. CIL CCC. You and your means the named insured. FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 19 Packet Pg. 3210 Q.7.a SECTION VI—NOTICE PROVISIONS c A. NOTICE OF A CLAIM .N (1) As a condition precedent to coverage under Coverage Agreement A, B or C, the insured must give the Company written notice of any claim made against the insured no later than sixty (60) days after the claim is first made against the insured. (2) As a condition precedent to coverage under Coverage Agreement D, E, F or G, you must give the Company written notice of your claim during the endorsement period,but no later than 60 days from the date any insured first discovers the event or incident giving rise to such claim. (3) You must provide the Company with copies of all documentation comprising the claim as well CIL as any authorization,cooperation, or assistance as the Company may require. c (4) The Company will not be obligated to pay any amounts incurred prior to notification of a claim c to the Company or amounts incurred without the Company's prior written consent. 06 B. NOTICE OF A POTENTIAL CLAIM c U If, during the endorsement period, any insured first becomes aware of any facts or circumstances y which could give rise to a claim covered under this Endorsement, and if the insured provides the Company with written notice during the endorsement period of CIL (1) The details regarding such facts or circumstances; C c (2) The nature of the loss incurred; > (3) The identity of the potential claimant(s)involved; cv CD cv (4) The manner in which the insured first became aware of the facts or circumstances; and (5) The consequences which have resulted or may result, then any claim subsequently made arising out of such reported facts or circumstances will be deemed to be a claim first made on the date notice complying with the foregoing requirements was first received by the Company. CD C SECTION VII -LOSS DETERMINATION c c A. LOSS OF DIGITAL ASSETS For any and all coverage provided under Coverage Agreement E(1), digital assets loss will be C determined as follows: c U (1) If the impacted digital asset was purchased from a third party, the Company will pay only the C lesser of the original purchase price of the digital asset or the reasonable and necessary digital assets loss. CIL (2) If it is determined that the digital assets cannot be replaced, restored or recreated, then the Company will only reimburse the actual and necessary digital assets loss incurred up to such determination. FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 20 Packet Pg. 3211 Q.7.a B. NON-PHYSICAL BUSINESS INTERRUPTION AND EXTRA EXPENSE AND CYBER 0 TERRORISM .N For any and all coverage provided under Coverage Agreement E(2) or Coverage Agreement G, income loss will be determined as the reduction of your income during the period of restoration,which is: (1) Your net income (net profit or loss before income taxes) that would have been reasonably projected, but which has been lost directly as a result of a total or partial interruption, degradation in service or failure of an insured computer system caused directly by a covered cause of loss or an act of cyber terrorism, whichever applies. The revenue projection will take into account the prior experience of your business preceding the date of the covered cause of loss or the act of cyber terrorism and the probable experience had no covered cause of loss or CIL act of cyber terrorism occurred. Revenues include the amount of money paid or payable to you for goods,products or services sold, delivered or rendered in the normal course of your business. Revenue projection will be reduced by the extent to which you use substitute methods, facilities or personnel to maintain your revenue stream. The Company will take into consideration your 06 documentation of the trends in your business and variations in, or other circumstances affecting, your business before or after the covered cause of loss or the act of cyber terrorism, which would have affected your business had no covered cause of loss or act of cyber terrorism occurred; and (2) Any fixed operating expenses (including ordinary payroll) incurred, but only to the extent that such operating expenses must continue during the period of restoration. CIL SECTION VIII—EXTENDED REPORTING PERIOD c A. If an Extended Reporting Period Endorsement is issued to an insured in accordance with the Policy, then the period for reporting claims under this Endorsement will be automatically extended for a period of up to one (1)year immediately following termination of the Policy,but only for: CD cv (1) A claim under Coverage Agreement A, B or C which: (a) Arises out of a multimedia peril, security and privacy wrongful act, security breach or privacy breach that takes place or first commences on or after the retroactive date and prior to the expiration or termination of the Policy; and 03 (b) Is first made against an insured during the extended reporting period; and (c) Is reported to the Company no later than sixty (60) days after the claim is first made �s against an insured. (2) A claim under Coverage Agreement D, E,F or G which: 0 (a) Arises out of an adverse media report, security breach, privacy breach, covered cause of loss, cyber extortion threat or act of cyber terrorism that takes place or first C commences on or after the retroactive date and prior to the expiration or termination of c the Policy; and to (b) Is first made during the extended reporting period; and 0 (c) Is reported to the Company no later than 60 days from the date any insured first discovers the event or incident giving rise to such claim CIL B. If an Extended Reporting Period Endorsement is not issued for an insured, then coverage under this Endorsement for such insured terminates at the end of the endorsement period. FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 21 Packet Pg. 3212 Q.7.a C. All terms and conditions of this Endorsement, including the limits of liability, will continue to apply during the limited reporting period. .N D. The existence of the limited reporting period will not increase or reinstate the limits of liability set forth in Section IV of this Endorsement. SECTION IX—OTHER INSURANCE The coverage provided by this Endorsement will be excess insurance over any other valid and collectible insurance available, including any self insured retention or deductible portion thereof whether such insurance is stated to be primary, pro rata, contributory, excess, contingent or otherwise, unless such insurance specifically applies as excess insurance over the insurance provided under this Endorsement. CIL W SECTION X—ARBITRATION c Notwithstanding any other provision of this Endorsement or the Policy, any irreconcilable dispute between the 06 Company and an insured may be submitted to arbitration in accordance with the then current rules of the American Arbitration Association, except that the arbitration panel shall consist of one arbitrator selected by the c insured, one arbitrator selected by the Company, and a third independent arbitrator selected by the first two arbitrators. Judgment upon the award may be entered in any court having jurisdiction. Both parties must agree to y arbitration. The arbitrator has the power to decide any dispute between the Company and the insured concerning the application or interpretation of this Endorsement. However,the arbitrator shall have no power to CIL change or add to the provisions of this Endorsement. The insured and the Company will share equally in the cost of arbitration. c All other terms and conditions of the Policy remain unchanged. cv CD cv c� W c c c c c� CIL FLPL e-JDTM (R.01/01/2016) Florida Lawyers Mutual Insurance Company Page 22 Packet Pg. 3213 Q.7.a Florida Lawyers FLM NOTICE OF PRIVACY POLICY Mutual0 m INSURANCE COMPANY .N Florida Lawyers Mutual Insurance Company has always been committed to maintaining customer confidentiality. The Gramm-Leach-Bliley Act is a Federal law which deals in part with how financial institutions, including insurance companies,treat nonpublic personal financial information.Though this law does not apply in commercial _ transactions, we appreciate this opportunity to clarify our privacy policy for you. As part of our insurance business, we obtain certain "nonpublic personal financial information" about you, which for ease of reading we will refer to as "customer information" in this notice. This information includes information we receive from you on applications or other forms and in the claims process. We may obtain information about CL individual lawyers from the lawyer, a firm administrator, or a partner in a firm. Florida Lawyers takes your personal privacy very seriously. Because we value our relationship with you: 06 We do not sell customer information or share it with other organizations not affiliated with Florida Lawyers for thl own marketing purposes. o We restrict access to customer information to authorized individuals who need to know this information to provic service and products to you on our behalf. We maintain physical, electronic, and procedural safeguards that protect customer information. '✓ We do not disclose customer information about you except as allowed by law. N We afford prospective and former insured lawyers the same protections as existing insureds with respect to use o customer information. cv The law permits us to share customer information with our affiliates. We have formed an insurance agency subsidiary that has access to customer information about you. We also may share information about you, such as claims information, with a reinsurance company with which we have a contractual relationship. Federal law does not apply to our efforts to market products or services to you. You may receive information about Florida Lawyers insurance and other insurance products that we believe may suit our needs. Y p Y Y In response to terrorist activities and other international relations,we are or may become subject to Executive Orders issued by the President of The United States and the USA Patriot Act. Our compliance with Executive Orders or the USA Patriot Act may require that we disclose certain information about our insured lawyers to Federal agencies, including Department of The Treasury Office of Foreign Assets Control. We believe that cooperating with government anti-terrorism measures and other foreign policy initiatives is required by law and good citizenship. O You do not need to call, or do anything as a result of this notice. It is meant to inform you of how we safeguard your nonpublic personal financial information. You may wish to file this notice with your insurance papers. O c� Thank you for your support of Florida Lawyers Mutual Insurance Company. We value our relationship with you and CL will strive to earn your continued trust. i i l io II II I I e Packet Pg. 3214 0 ANAGEMENT HOTLINE 855n203m9659 , s � s l� t i l s,Jtr, We invite you, as an insured of Florida If you have a risk management question Lawyers Mutual Insurance Company, to take and you are a Florida Lawyers Mutual advantage of our Risk Management Hotline. policyholder please call, 855.203.9659, Monday—Friday, 8:30am-5:00pm. There The hotline was created as a resource to is no additional charge for this service. respond to your risk management questions, and to assist in managing the risk of a Use of the hotline does not replace any possible legal malpractice claim. It will be reporting requirements of incidents or claims answered by attorneys at the firm of Cole, as required by policy terms. Scott& Kissane, P.A., a Florida professional liability insurance defense firm. Florida Lawyers Mutual f1mic.com