Agreement - Law Office of Alan Seltzer - On-Call Administrative Hearing Officer - Signed 2022-04-15 (2)City of Gilroy
Agreement/Contract Tracking
Today’s Date:
April 14, 2022 Your Name: Monica Sendejas
Contract
Type:
Services over $5k - Consultant Phone Number: 408-846-0266
Contract Effective Date:
(Date contract goes into effect)
4/15/2022
Contract Expiration Date: 4/15/2025
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Law Office of Alan Seltzer
Contract Subject:
(no more than 100 characters)
On-Call Administrative Hearing Officer
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
$36,000
By submitting this form, I confirm
this information is complete:
➢ Date of Contract
➢ Contractor/Consultant name and complete address
➢ Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
➢ Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
➢ Taxpayer ID or Social Security # and Contractors License # if
applicable
➢ Contractor/Consultant signer’s name and title
➢ City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 11 day of April, 2022, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Law Office of Alan Seltzer, having a principal place of business at 737
Marco Place, Venice, CA 90291 with a post office box for business mail for the Law Office
of Alan Seltzer at 1507 7th Street, #12, Santa Monica, CA 90401.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on 4/15/2022 and will continue in effect through
4/15/2025, with one, one-year extension possible through a contract amendment, unless
terminated in accordance with the provisions of Article 7 of this Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein. ______
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S
employees, including, without limitation, disability or unemployment insurance, workers’
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A.Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific
Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in
Exhibit “C” (“Milestone Schedule”).
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B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above-
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT’S services.
C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event
however shall the total compensation paid to CONSULTANT exceed $36,000.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
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D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed again st
CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be
responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting “direct expenses” referenced on Exhibit “A.”
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers’ Compensation
CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys’ fees, arising out of any injury, disabilit y, or
death of any of CONSULTANT’S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law,
CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be
unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents
and employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising
or resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
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D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions)
with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims made
basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the beginning of the contract
work. Claims made Professional Liability Insurance must be maintained, and written evidence
of insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
“extended reporting” or “tail” coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of the contract work. As a condition precedent to CITY’S
obligations under this Agreement, CONSULTANT shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive
Liability insurance policy referred to in (a) immediately above via a specific end orsement) and
requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in
policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
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• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY’ receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT’S breach of any of its representations, warranties or covenants
contained in this Agreement.
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CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C” which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT’S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the
CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current
form and as it may be amended from time to time. CONSULTANT shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
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including without limitation reasonable attorneys’ fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
C. Attorneys’ Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys’ fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdicti on or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
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No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit “A”, Section V.H. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
LAW OFFICE OF ALAN SELTZER CITY OF GILROY
By: By:
Name: Alan Selzer Name: Jon Biggs
Title: Principal Title: Interim Community Development
Director
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Social Security or Taxpayer
Identification Number 157-36-6271
Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT “A”
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of
Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Alan Seltzer, who will act in the capacity
of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
“Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Hipolito
Olmos shall be the designated City contact person(s). Notice to Proceed shall be deemed to have
been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in
the Section V.H. (“Notices”) of this Exhibit “A”.
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final
Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONSULTANT
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT’S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’S review, acceptance or payment for any of the Services shal l not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY’s offices within five (5) business days after CITY’s request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Hipolito Olmos
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Alan Seltzer
Law Office of Alan Seltzer
1507 7th Street, #12
Santa Monica, CA 90401
I. FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, b rokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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-1- 4835-2267-0361v1
LAC\04706083
EXHIBIT “B”
SCOPE OF SERVICES
The on-call Administrative Hearing Officer is responsible for conducting the admistrative
hearing and making a determination regarding violations of City Code across various City
departments. The Administrative Hearing Officer will provide professional services, including
all work necessary for the effective handling of the City's administrative hearings, including:
- Parking
- Nuisances
- Weed Abatement
- Building permits
- Health and safety building codes
- False alarms
- Excessive noise
- Storm drain pollution
- Animal control violations
- Park violations
- Utility tax payments
- and/or other related issues
The Administrative Hearing Officer also imposes fines, awards enforcement costs, or issues
corrective/abatement orders.
The Administrative Hearing Officer may hold hearings in-person or remotely by telephone,
Microsoft Teams, or Zoom.
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-1- 4835-2267-0361v1
LAC\04706083
EXHIBIT “C”
MILESTONE SCHEDULE
N/A
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4835-2267-0361v1
LAC\04706083
EXHIBIT “D”
PAYMENT SCHEDULE
The compensation rate for services performed under the Scope of Work for this contract is
$225 per hour. Compensable time includes pre- and post-hearing preparation and research, pre- and
post-hearing motions, presiding over a hearing, and preparation of a written decision.
- Hearings less than an hour shall not exceed $1,200.00.
- Costs associated with traveling, lodging, or toll fare will not be compensated or reimbursed.
- Costs associated with telephone, Internet, and/or software applications need to hold virtual
meetings (telphone, Zoom, Microsoft Teams, etc.) will not be compensated or reimbursed.
- Costs will accumulate on a time and material basis.
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05 LPLD0090 00 12 03 Page 1 of 1
ARCH INSURANCE COMPANY
A Missouri Corporation
ADMINISTRATIVE OFFICE HOME OFFICE
One Liberty Plaza 2345 Grand Blvd, Suite 900
53rd Floor Kansas City, MO 64108
New York, NY 10006
Tel: 800-817-3252
LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY
THIS IS A CLAIMS-MADE AND REPORTED POLICY. PLEASE REVIEW YOUR POLICY
CAREFULLY. THE POLICY IS LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS THAT
ARE FIRST MADE AGAINST THE INSURED AND REPORTED TO THE COMPANY DURING
THE POLICY PERIOD UNLESS AND TO THE EXTENT THAT AN EXTENDED REPORTING
PERIOD OPTION APPLIES.
DECLARATIONS
Policy Number: Renewal of:
Item 1 Named Insured and Address
Item 2. Producer Name
Item 3. Policy Period From To
12:01 A.M. Standard Time at the address
of the Named Insured as stated herein.
Item 4. Limit Liability
$ Each Claim
$ Aggregate
Item 5. Deductible
$ Per Claim
Item 6. Premium
$ Amount No. of Lawyers
Item 7. Forms Attached at Issue
By acceptance of this policy the Insured agrees that the statements in the Declarations and the Application and any attachments hereto are the Insured's agreements and
representations and that this policy embodies all the agreements existing between the Insured and the Company or any of its representatives relating to this insurance.
Do Not Write
In This Box
Remarks Countersigned At Issue Date
Authorized Representative Countersign Date
Mercer Health & Benefits Insurance Services LLC
PO BOX 850386
11LPL10608905 11LPL10608904
Law Office of Alan Seltzer
737 Marco Place
Venice, CA 90291
1/1/2022 1/1/2023
1,000,000
3,000,000
a. Claims expenses are included within the Limit of Liability.
5,000
The deductible amount specified above applies to both damages and claim expenses.
4,975.00 1
05 ML 0002 00 1214 AIC Signature Page
05 LPL0002 05 04 17 Policy Form
00 LPL0175 00 04 17 Network Security Endorsement No Charge
00 LPL 00034 00 0506 Prior Acts
00 ML 0065 00 0607 OFAC
MINNEAPOLIS 12/23/2021
12/23/2021
MINNEAPOLIS, MN 55485-0386
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05 ML0002 00 12 14 Page 1 of 1
California Signature Page
IN WITNESS WHEREOF, Arch Insurance Company has caused this policy to be
executed and attested.
John Mentz
President
Regan Shulman
Secretary
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05 LPL0002 05 04 17 Page 1 of 15
LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY
NOTICE: THIS IS A CLAIMS-MADE AND REPORTED POLICY. PLEASE REVIEW THE POLICY
CAREFULLY.THE POLICY IS LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS THAT ARE FIRST
MADE AGAINST THE INSURED AND REPORTED TO THE COMPANY DURING THE POLICY
PERIOD UNLESS AND TO THE EXTENT THAT AN EXTENDED REPORTING PERIOD OPTION
APPLIES.
ARCH INSURANCE COMPANY
(a stock insurance company, herein called the Company)
agrees with all Insureds, in consideration of the payment of the premium, and in reliance upon the
statements in the Declarations and subject to the limit of liability, exclusions, conditions and other terms of
this policy, as follows:
INSURING AGREEMENTS
I. COVERAGE
The Company will pay on behalf of the Insured all sums which the Insured shall become legally
obligated to pay as Damages for Claims first made against the Insured and reported to the
Company during the Policy Period or Extended Reporting Period, as applicable, arising out of any
negligent act, error, omission or Personal Injury in the rendering of or failure to render
Professional Services for others by an Insured covered under this policy. Provided always that
such Professional Services or Personal Injury happen:
A. during the Policy Period; or
B. prior to the Policy Period provided that prior to the effective date of the first Lawyers
Professional Liability Insurance Policy issued by this Company to the Named Insured or
Predecessor in Business, and continuously renewed and maintained in effect to the
inception of this policy period:
1. the Insured did not give notice to any prior insurer of any such act, error, omission or
Personal Injury; and
2. the Named Insured, any partner, shareholder, employee, or where appropriate the
Named Insured’s management committee or any member thereof, had no
reasonable basis to believe that the Insured had breached a professional duty or to
Reasonably Foresee that a Claim would be made against the Insured; and
3. there is no prior policy or policies which provide insurance (including any Automatic or
Optional Extended Reporting Period or similar provision) of such policies for such
Claim, unless the available limits of liability of such prior policy or policies are
insufficient to pay any Claim, in which event this policy will be Specific Excess over
any such prior coverage, subject to this policy's terms, limits of liability, exclusions and
conditions.
The Company shall have the right and duty to defend any suit against the Insured seeking Damages to
which this insurance applies even if any of the allegations of the suit are groundless, false or fraudulent.
The Company, at its option, shall select and assign defense counsel; however, the Insured may engage
additional counsel, solely at their expense, to associate in their defense of any Claim covered hereunder.
The Company shall also have the right to investigate any Claim and/or negotiate the settlement thereof,
as it deems expedient, but the Company shall not commit the Insured to any settlement without their
consent. If the Insured refuses to consent to any settlement recommended by the Company and elects to
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05 LPL0002 05 04 17 Page 2 of 15
contest the Claim or continue any legal proceedings in connection with such Claim, then the liability of
the Company for Damages and Claim Expenses shall not exceed the amount for which the Claim could
have been settled, as well as the Claim Expenses incurred by the Company, or with the Company's
consent, up to the date of such refusal. Furthermore, the Insured shall not assume any obligations, incur
any costs, charges, or expenses or enter into any settlement without the Company's consent.
In the event:
A. Item 4.a. of the Declarations is applicable to this policy, Claim Expenses shall be part of, and not
in addition to, the Limits of Liability specified in Item 4 of the Declarations;
B. Item 4.b. of the Declarations is applicable to this policy, Claim Expenses shall be in addition to the
Limits of Liability specified in Item 4 of the Declarations.
In no event shall the Company be obligated to pay Damages or Claim Expenses or to defend, or
continue to defend, any suit after the applicable limit of the Company's liability has been exhausted by
payments of judgments, settlements, Damages or Claim Expenses, as applicable.
II. PERSONS INSURED
Each of the following is an Insured under this policy to the extent set forth below:
A. The entity or person named in Item 1 of the Declarations as the Named Insured;
B. Any Predecessor in Business or Successor in Business;
C. Any past partners, officers, directors, stockholders or employees of any person or entity
specified in item A. or B. above (except as provided in I. below), but only while acting within
the scope of their duties on behalf of such person or entity;
D. Any current partner, director, stockholder or employed lawyer of any person or entity
specified in item A. or B. above;
E Any current non-lawyer employee of any person or entity specified in item A. or B. above,
but only while acting within the scope of their duties on behalf of any such person or entity;
F. Any non-affiliated legal firm, including their partners, officers, directors, or employees, but
solely for Professional Services performed within the scope of their contract with, and on
behalf of, the Named Insured, Predecessor in Business or Successor in Business;
G. Any legal representative, if the Insured becomes incompetent, insolvent, bankrupt or dies;
H. Any lawyer acting as “of Counsel” or on a contracted basis but only while performing
Professional Services on behalf of any person or entity specified in sections A., B., C. or D.
above.
I. Any past partner, officer, director, stockholder, or employed lawyer of any person or entity
specified in Item A. or B. above who retires from the private practice of law, while employed
by the Named Insured, but only for Professional Services rendered prior to the date of
retirement.
III. LIMIT OF LIABILITY
Regardless of the number of Insureds under this insurance or the number of Claims made, the
Company's liability is limited as follows:
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05 LPL0002 05 04 17 Page 3 of 15
A. In the event Claim Expenses are included within the limit of liability as specified in Item 4.a.
of the Declarations, the limit of liability stated in the Declarations as applicable to “each
Claim” is the limit of the company's liability for all Damages and Claims Expenses because
of each Claim covered hereby. Notwithstanding the forgoing, an additional aggregate limit
of $50,000 shall be provided solely for payment of Claims Expenses. All Claims arising
from the same or related negligent act, error or omission or Personal Injury shall be
considered a single Claim for the purpose of this insurance and shall be subject to the same
limit of liability.
The limit of liability stated in the Declarations as “aggregate” is, subject to the above
provision respecting “each Claim”, the total limit of the Company's liability under this policy
for all Damages and Claims Expenses.
B. In the event Claim Expenses are in addition to the limit of liability as specified in Item 4.b. of
the Declarations, the limit of liability stated in the Declarations as applicable to “each Claim”
is the limit of the Company's liability for Damages resulting from each Claim covered
hereby. There shall be a separate limit of liability equal to one-half (1/2) of the limit of liability
for Damages applicable to Claim Expenses for any such Claim. Such limit for Claim
Expenses shall not exceed $1,000,000 regardless of the limit of liability purchased for
Damages. All Claims arising from the same or related negligent act, error or omission or
Personal Injury shall be considered a single Claim for the purpose of this insurance and
shall be subject to the same limit of liability.
In the event that the Claim Expenses limit of liability is exhausted, all subsequently incurred
Claim Expenses will apply to and erode the policy's limit of liability.
The limit of liability stated in the Declarations as “aggregate” is, subject to the above
provision respecting “each Claim”, the total limit of the Company's liability under this policy
for all Damages. A separate “aggregate” limit of liability shall apply to all Claims Expenses
incurred in the defense of Claims covered by this Policy, subject to the above provision
respecting the Company's liability for Claim Expenses for “each Claim”.
C. The Company’s liability for Damages and/or Claim Expenses, as applicable, resulting from
“each Claim” is in excess of the deductible amount stated in the Declarations. The
deductible amount stated in the Declarations shall upon written demand by the Company, be
paid by the Named Insured within 30 days of demand.
D. The application of any Extended Reporting Period option shall not increase the limit of
liability stated in the Declarations.
E. In the event the Insured participated in an Alternative Dispute Resolution to settle a
Claim brought by a client of the firm, the Company will waive 50% of the Insured’s
deductible obligation. The maximum amount of this waiver shall not exceed $25,000 per
Claim. If the Alternative Dispute Resolution fails to resolve the Claim, and the Claim
proceeds to litigation, the deductible will apply to any Damages and/or Claim Expenses
paid by the Company after the litigation has commenced.
F. If this policy and any other policy issued by Arch Insurance Company including any extended
reporting period coverage afforded by such policy or policies, provides coverage to the same
Claim against the Insured, the maximum limit of liability under all the policies shall not
exceed the highest remaining Each Claim limit of liability under any one policy.
IV. POLICY TERRITORY
This insurance is provided worldwide.
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05 LPL0002 05 04 17 Page 4 of 15
V. This insurance is provided worldwide. WHEN A CLAIM IS DEEMED AS FIRST MADE
A Claim shall be deemed as being first made at the earlier of the following times:
A. When the Company first receives written notice from the Insured or its representative that a
Claim has been made; or
B. When the Company first receives written notice from the Insured or its representative of
specific circumstances or a Potential Claim involving a particular person or entity which may
result in a Claim.
All Claims arising out of the same or related negligent act, error, omission or Personal Injury shall
be considered as having been made at the time the first such Claim is made, and shall be subject
to the same limit of liability and deductible.
VI. SUPPLEMENTARY PAYMENTS
The Company will pay, in addition to the applicable limit of liability:
A. Up to $500 for loss of earnings to each Insured for each day or part of a day of such
Insured’s attendance, at the Company's request, at a trial, deposition, hearing, mediation or
arbitration proceeding involving a civil suit against such Insured for covered Damages, but
the amount so payable for any one or series of trials, depositions, hearings or arbitration
proceedings arising out of the same or related negligent act, error, omission or Personal
Injury shall in no event exceed $10,000; and
B. Up to $25,000 per Policy Period for each lawyer included within sub-sections A., B., C., D.
and I. of Persons Insured for attorney fees and other costs, expenses or fees resulting from
the investigation or defense of a proceeding before a state licensing board, peer review
committee or governmental regulatory body incurred as the result of a notice of a proceeding
first received by the Insured and reported to the Company during the Policy Period, arising
out of any negligent act, error, omission or Personal Injury in the rendering of or failure to
render Professional Services by an Insured covered under this policy.
VII. EXCLUSIONS
This insurance does not apply to Claims:
A. Based on or arising out of the Insured’s services and/or capacity as an employee, owner,
partner, stockholder, director, officer or trustee of any sole proprietorship, partnership or
corporation or other business enterprise which is not defined as Named Insured,
Predecessor in Business or Successor in Business unless such Claim arises out of a
lawyer-client relationship;
B. Arising out of any dishonest, fraudulent, criminal or malicious act or omission, or deliberate
misrepresentation (including but not limited to, actual or alleged violations of state or federal
antitrust, price-fixing, restraint of trade, copyright or deceptive trade practice laws, rules or
regulations) committed by, at the direction of, or with the knowledge of any Insured;
however, we will provide a defense of such actions until such time as the act is ruled either
by trial verdict, court ruling, regulatory ruling or legal admission as dishonest, fraudulent,
criminal or malicious.
C. Based on or arising out of any obligations for which any Insured or any carrier acting as the
insurer may be liable under any workers' compensation, unemployment compensation,
disability or pension benefits law, or any similar laws, including but not limited to, the
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05 LPL0002 05 04 17 Page 5 of 15
Employee Retirement Income Security Act of 1974 and any amendments thereof; this
exclusion does not apply to the usual and customary legal services performed in connection
with such capacities or laws on behalf of any person or entity not defined as an Insured;
D. Arising out of the Insured’s services and/or capacity as:
1. an officer, director, partner, trustee, or employee of:
(a) a charitable organization;
(b) a pension, welfare, profit sharing or mutual fund;
(c) an investment fund or investment trust;
2. a public official, or an employee of a governmental body, subdivision, or agency; or
3. a fiduciary under the Employee Retirement Income Security Act of 1974 and its
amendments or any regulation or order issued pursuant thereto, except if an Insured
is deemed to be a fiduciary solely by reason of legal advice rendered with respect to
an employee benefit plan;
4. a trustee, administrator, conservator, executor, guardian, receiver or similar fiduciary
capacity when any Insured is a beneficiary or distributee of any trust or estate
serviced and the fee accruing from such work inures to the benefit of any Insured.
E. For bodily injury, sickness, disease or death of any person, or injury to or destruction of any
tangible property or loss of use resulting therefrom;
F. Arising out of notarized certification or acknowledgment of a signature without the physical
appearance before such notary public of the person who is or Claims to be the person
signing said instrument;
G. Arising out of any negligent act, error, omission or Personal Injury in the rendering of or
failure to render Professional Services performed for any organization, corporation,
company, partnership, or operation (other than the Named Insured, Predecessor in
Business or Successor in Business) while any Insured or their spouse has more than
10% equity position in such entity;
H. Made by an Insured under this policy against any other Insured under this policy, unless
such Claim arises solely out of Professional Services performed for that party in a lawyer-
client capacity;
I. Solely as respects Personal Injury:
1. the willful violation of a penal statute or ordinance committed by or with the knowledge
or consent of the Insured;
2. libel or slander or the publication or utterance of defamatory or disparaging material
concerning any person or organization or goods, products or services, or in violation
of an individual's right of privacy, made by or at the direction of the Insured with the
Insured’s knowledge of the falsity thereof;
3. failure of performance of contract, but this exclusion does not apply to the
unauthorized appropriation of ideas based upon alleged breach of implied contract;
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4. infringement of trademark, service mark or trade name, other than titles or slogans, by
use thereof on or in connection with goods, products or services sold, offered for sale
or advertised; or
5. knowingly incorrect description or mistake in advertised price of goods, products or
services sold, offered for sale or advertised.
VIII. DEFINITIONS
When used in this policy (including endorsements forming a part hereto):
“Alternative Dispute Resolution” means the use of arbitration or mediation.
“Claim” means a demand for money or services, or the filing of suit or institution of arbitration
proceedings or
Alternative Dispute Resolution naming an Insured and alleging a negligent act, error, omission
or Personal Injury resulting from the rendering of or failure to render Professional Services.
Claim does not include proceedings seeking injunctive or other non-pecuniary relief.
“Claim Expenses” means:
(a) Fees charged by an attorney(s), arbitrator(s) or mediator(s) designated by the
Company and all other fees, costs, and expenses resulting from the investigation,
adjustment, defense and appeal of a Claim, suit or proceeding arising in connection
therewith, if incurred by the Company, or by the Insured with written consent of the
Company, but does not include salary charges or expenses of regular employees or
officials of the Company, or fees and expenses of independent adjusters;
(b) All costs taxed against the Insured in suits or proceedings and all interest on the
entire amount of any judgment therein which accrues after entry of the judgment and
before the Company has paid or tendered or deposited, whether in court or otherwise,
but only as respects that part of the judgment which does not exceed the limit of the
Company's liability thereof. Prejudgment interest if/where payable under this policy
will be in addition to the Limits of Liability stated in the Declarations.
(c) Premiums on appeal bonds and premiums on bonds to release attachments in such
suits, but not for bond amounts in excess of the applicable limit of liability of this
policy. The Company shall have no obligation to pay for or furnish any bond.
“Damages” means compensatory judgments, settlements or awards but does not include punitive
or exemplary Damages, sanctions, fines or penalties assessed directly against any Insured, the
return of fees or other consideration paid to the Insured, or that portion of any award or judgment
caused by the trebling or multiplication of actual Damages under federal or state law.
“Insured” means any person or organization qualifying as an Insured in the “Persons Insured”
provision of this policy. The insurance afforded applies separately to each Insured against whom
Claim is made or suit is brought, except with respect to the Company's limits of liability.
“Named Insured” means the person or organization named in Item I of the Declarations of this
policy.
“Personal Injury” means: (a) false arrest, detention or imprisonment, wrongful entry or eviction,
other invasion of private occupancy, or malicious prosecution; (b) the publication or utterance of
libel, slander or other defamatory or disparaging material, or a publication or an utterance in
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violation of an individual's right of privacy; or (c) injury arising out of an offense occurring in the
course of the Named Insured’s advertising activities, including but not limited to infringement of
copyright, title slogan, patent trademark, trade dress, trade names, service mark or service
number.
“Policy Period” means, whenever used in this policy, the period from the inception date of this
policy to the policy expiration date as set forth in the Declarations or its earlier termination date, if
any.
“Potential Claim” means knowledge of any circumstances involving an individual person or entity
that could result in a Claim.
“Predecessor in Business” means any legal firm which has undergone a material change as
follows: (a) some or all of such firm's principals, owners, officers or partners have joined the
Named Insured, provided such persons were responsible for producing in excess of 50% of the
prior firm's annual gross billings and such billings have been assigned or transferred to the Named
Insured; or (b) at least 50% of the principals, owners, partners or officers of the prior firm have
joined the Named Insured; or (c) at least 50% of the prior firm's financial assets/liabilities have
been assumed by the Named Insured.
“Professional Services” means:
(a) services performed or advice given by the Insured in the Named Insured’s practice as a
law firm or legal professional;
(b) services as a notary public, title agent, title insurance agent, arbitrator or mediator;
(c) services as a trustee, administrator, conservator, executor, guardian, receiver or similar
fiduciary capacity;
(d) activities of the Insured as a member of a formal accreditation, ethics, peer review, licensing
board, standards review or similar professional board or committee;
(e) the publication or presentation of research papers or similar materials, but only if direct
pecuniary compensation per publication or presentation is less than $3,000;
(f) services performed by the Insured in a lawyer-client relationship on behalf of one or more
clients shall be deemed for the purpose of this section to be the performance of
Professional Services for others in the Insured’s capacity as a lawyer, although such
services could be performed wholly or in part by non-lawyers.
Reasonably Foresee(n) means:
1. Claims or incidents reported to any prior insurer;
2. unreported Claims or suits of which any Insured had received notice prior to the
effective date of the first policy with the Company;
3. incidents or circumstances that involve a particular person or entity which an Insured
knew might result in a Claim or suit prior to the effective date of the first policy issued
by the Company to the Named Insured, and which was not disclosed to the
Company.
“Specific Excess” as used in this policy and in accordance with said policy's terms and limits shall
cover liability and defense if and only if all other applicable insurance has been exhausted.
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Specific Excess shall also apply in the event that any term or provision included in this policy
offers broader coverage than any other form of insurance simultaneously held by policyholder. This
interpretation shall apply to, but not be limited to, issues concerning any Extended Reporting
Period, Optional Reporting Period, Automatic Extended Reporting Period, or similar periods in any
prior policy or policies.
“Successor in Business” means, after material change of the Named Insured, any law firm in
which either: (a) some or all of the principals, owners, officers and/or partners of the Named
Insured have joined an existing, or formed a new, law firm provided such persons were
responsible for producing in excess of 50% of the Named Insured’s annual gross billings at the
time of material change and such billings have been assigned or transferred to the successor law
firm; or (b) at least 50% of the principals, owners, partners or officers of the Named Insured have
joined an existing, or formed a new law firm; or (c) at least 50% of the Named Insured’s financial
assets/liabilities have been assumed by the successor law firm; provided this policy does not apply
to Professional Services or Personal Injury if the Successor in Business is also an Insured
under any similar liability or indemnity policy, or would be an Insured under any such policy but for
exhaustion of its limits of liability. This coverage shall terminate at the earlier of policy termination
or 90 days from the date of material change of the Named Insured unless written notice is given to
the Company, together with such information as the Company may request, and the Successor in
Business shall pay any additional premium required in the event the Company agrees to continue
the policy.
IX. CONDITIONS
A. Premium: All premiums for this policy shall be computed in accordance with the Company’s
rules, rates, rating plans, premiums and minimum premiums applicable to the insurance
afforded herein. The Named Insured shall maintain records of the information necessary
for premium computation and shall send copies of such records to the Company at such
times as the Company may direct.
B. Assistance and Cooperation of Insured in the Event of Claim or Suit: Upon the Insured
becoming aware of any negligent act, error, omission or Personal Injury in the rendering of
or failure to render Professional Services which could reasonably be expected to be the
basis of a Claim covered hereby, written notice shall be given by the Insured, or its
representative to the Company together with the fullest information obtainable as soon as
practicable. If Claim is made or suit is brought against the Insured, the Insured or its
representative shall immediately forward to the Company every demand, notice, summons
or other process received by the Insured or the Insured’s representative. The Insured
shall cooperate with the Company and, upon the Company's request, assist in making
statements, in the conduct of suits and in enforcing any right of contribution or indemnity
against any person or organization who may be liable to the Insured because of Damages
with respect to which this insurance applies. The Insured shall attend hearings and trials
and assist in securing and giving evidence and obtaining the attendance of witnesses. The
Insured shall not, except at the Insured’s own cost, voluntarily make any payments, admit
liability, assume any obligation or incur any expense. The Insured may provide for Alternate
Dispute Resolution with a client under an engagement letter or any other written contract, as
long as such agreement is executed in writing prior to any Claim being made.
C. Waiver of Exclusion and Breach of Conditions:
Whenever coverage under any provision of this policy would be excluded, suspended or lost:
1. because of EXCLUSION B. relating to any judgment or final adjudication based upon
or arising out of any dishonest, deliberately fraudulent, criminal, malicious or
deliberately wrongful acts or omissions by any Insured; or
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2. because of noncompliance with Section B, CONDITIONS relating to the giving of
notice to the Company with respect to which any other Insured shall be in default
solely because of the default or concealment of such default by one or more partners
or employees responsible for the loss or damage otherwise insured hereunder,
the Company agrees that such insurance as would otherwise be afforded under this policy
shall apply with respect to each and every Insured who did not personally commit or
personally participate in committing one or more of the acts, errors, or omissions described
in any such exclusion or condition; provided that if the condition be one with which such
Insured can comply, after receiving knowledge thereof, the Insured entitled to the benefit of
the Waiver of Exclusions and Breach of Conditions shall comply with such conditions
promptly after obtaining knowledge of the failure of any other Insured or employee to
comply therewith.
With respect to provision C.1. above, the Company's obligation to pay in the event of such
waiver shall be in excess of the deductible and in the excess of the full extent of any assets
in the firm of any Insured who is not a beneficiary to the waiver.
D. Assignment: The interest of the Named Insured is not assignable. If any Insured shall die
or be adjudged incompetent, this insurance shall thereupon terminate for such person but
shall cover the Insured’s legal representative as the Insured with respect to liability
previously incurred and covered by this insurance. Pro rata return premium will be computed
from the date of termination.
E. Legal Action Against the Company: A person or organization may bring a suit against the
Company including, but not limited to, a suit to recover on an agreed settlement or on a final
judgment against an Insured; but the Company will not be liable for Damages that are not
payable under the terms of this policy or that are in excess of the applicable limit of
insurance. An agreed settlement means a settlement and release of liability signed by the
Company, the Insured and the claimant or the claimant's legal representative.
However, no action by an Insured shall lie against the Company unless there has been full
compliance with all of the terms of this policy.
F. Conformity to Statute: Notwithstanding anything contained herein to the contrary, in the
event that any terms or conditions of this contract conflict with any law applicable to the
coverage afforded hereunder, the terms of this contract shall by this statement be amended
to conform to such law or laws.
G. Other Insurance: if there is other valid insurance (whether primary, excess, contingent or
self-insurance), against a Claim covered by this policy the insurance provided hereunder
shall be deemed excess insurance over and above the applicable limit of all other insurance
or self-insurance. This policy is written as Specific Excess of coverage available under any
Extended Reporting Period, Optional Extended Reporting Period and Automatic Extended
Reporting Period or similar period in any prior policy or policies.
When this insurance is excess, the Company shall have no duty under this policy to defend
any Claim or suit that any other insurer or self-insurer has a duty to defend. If such other
insurer or self-insurer refuses to defend such Claim or suit, the Company shall be entitled to
the Insured’s rights against all such other insurers or self-insurers for any Claim Expenses
incurred by the Company.
When both this insurance and other insurance or self-insurance apply to the Claim on the
same basis, whether primary, excess or contingent, the Company shall not be liable under
this policy for a greater proportion of the Damages or Claim Expenses than the applicable
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limit of liability under this policy for such Claim bears to the total applicable limit of liability of
all valid and collectible insurance against such Claim. Subject to the foregoing, if a loss
occurs involving two or more policies, each of which provides that its insurance shall be
excess, each will contribute pro rata.
H. Subrogation: In the event of any payment under this policy, the Company shall be
subrogated to all the Insured’s rights of recovery therefore against any person, organization
or entity and the Insured shall execute and deliver instruments and papers and do whatever
else is necessary to secure such rights. The Insured shall do nothing after any loss to
prejudice such rights.
I. Changes: The terms of this policy shall not be waived or changed except by endorsement
issued to form a part of this policy.
J. Bankruptcy or Insolvency of Insured: Bankruptcy or insolvency of the Insured or of the
Insured’s estate shall not relieve the Company of any of its obligations hereunder.
K. Cancellation: This insurance may be canceled by the Named Insured at any time by
written notice or by surrender of this insurance to the Company or its authorized
representative and the Company shall refund the paid premium less the earned portion
thereof within thirty (30) days of the latter of the effective date of the cancellation or the date
of delivery of the Insured’s notice of intent to cancel subject to the retention by the
Company of any minimum premium stipulated herein (or proportion thereof previously
agreed upon). The earned portion of the premium shall be computed on the customary
short-rate basis unless any state law or regulation of the state shown in the mailing address
of the Named Insured on the Declarations Page requires that return premium be computed
on a pro-rata basis, even in the event of cancellation by the Named Insured. This insurance
may also be canceled, with or without the return or tender of the unearned premium, by the
Company, or by its authorized representative on its behalf, by sending to all Named
Insureds, by first class, registered or certified mail, at the Named Insured(s) address last
known to the Company or its authorized agent, not less than ninety (90) days written notice
stating the specific reason for such cancellation and when the cancellation shall be effective.
In such case the Company shall refund the paid premium less the earned portion thereof
within ten (10) business days after the effective date of cancellation, subject to the retention
by the Company of any minimum premium stipulated herein (or proportion thereof previously
agreed upon). In the event of cancellation by the Company, minimum premium shall not
apply to the return of unearned premium. In case of non-payment of premium only thirty (30)
days written notice of cancellation must be given by the Company. Proof of mailing will be
sufficient proof of notice.
Cancellation by the Company shall only be effective if based on one or more of the following
reasons:
1. Nonpayment of premium;
2. The policy was obtained through a material misrepresentation that was relied on by
the Company, and such policy would not have been issued by the Company under the
same terms and conditions if correct information had been disclosed;
3. Material failure to comply with policy terms, conditions or contractual duties;
4. The risk originally accepted has measurably increased;
5. Loss by the Company of reinsurance which provided coverage for all or a substantial
part of the risk insured.
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L. Nonrenewal: The Company will renew this policy unless written notice of the Company's
intent not to renew, stating the specific reasons for nonrenewal, is mailed to the Named
Insured not less than ninety (90) days before the policy expires.
Any notice of nonrenewal will be mailed by first class registered or certified mail to the
Named Insured at the last mailing address known to the Company. Proof of mailing will be
sufficient proof of notice.
M. Renewal Rate Increase or Change in Policy Terms: If the Company increases the rate,
changes the deductible, reduces the limit or substantially reduces coverage at renewal, the
Company will mail to the Named Insured, at least sixty (60) days prior to the effective date
of that increase or change:
1. Written notice of any change in coverage terms;
2. The amount of our rate increase.
A rate increase is defined as any increase in premium except increase due to change in
exposure (including claims-made step factors) and/or rating plans based solely on the
Insured’s developed experience.
Any notice of renewal rate increase or change in policy terms will be mailed by first class
registered or certified mail to all Named Insureds at the last mailing address known to the
Company. Proof of mailing will be sufficient proof of notice.
N. Declarations and Applications: By acceptance of this policy, the Insured agrees that the
statements in the Declarations and application are his agreements and representations, and
that this policy is issued in reliance upon the truth of such representations and that this policy
embodies all agreements existing between himself and the Company or any of its agents
relating to this insurance.
O. Extended Reporting Period Option:
1. Cancellation/Nonrenewal: In the case of:
(a) cancellation or nonrenewal of this policy by the Named Insured or the
Company for any reason other than flat cancellation at policy inception for non-
payment of premium; or
(b) advancing a retroactive or prior acts date from or previously applied by the
Company
the Named Insured shall have the right, subject to the other terms and conditions of this
policy, or an endorsement attached thereto, to have an endorsement issued extending the
time during which Claims can be reported for an additional premium of:
(i) 100% of the full annual premium for this policy, to a period of twelve (12)
months;
(ii) 150% of the full annual premium for this policy, to a period of twenty-four (24)
months;
(iii) 185% of the full annual premium for this policy, to a period of thirty-six (36)
months; or
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(iv) 225% of the full annual premium for this policy, for an unlimited period.
following the effective date of such cancellation or nonrenewal in which to give written notice
to the Company of Claims first made against the Insured during this Extended Reporting
Period for any act, error, omission or Personal Injury arising from the rendering of or failure
to render Professional Services occurring prior to the termination of the final Policy
Period, subject to its terms, limitations, exclusions and conditions. This right shall terminate
sixty (60) days after the effective date of such action as is indicated in subparagraphs (a) or
(b) above unless written notice of such election, together with the additional premium, is
received by the Company or its authorized agent from the Named Insured within that sixty
(60) day period.
Subject to the foregoing, in the event that the Named Insured is a partnership or a
corporation, and the policy is terminated, the premium calculation stated in i. through iv.
above shall not include a charge for any individual legal professional who qualifies for a free
Extended Reporting Period under section 2., 3. or 4. following, provided always that the
notice is given to the Company as required and the other provisions of these sections are
fully satisfied.
2. Retiree Provision: Notwithstanding CONDITION O.1. above, the Named Insured
shall also have the right to have an endorsement issued extending the reporting
period for this policy to an unlimited period following the effective date of such
cancellation or non-renewal upon his or her retirement from the private practice of law
and the payment of additional premium for this option will be waived if:
(a) the Named Insured
(i) ceases the private practice of law during the Policy Period;
(ii) has been continuously insured by the Company for at least three (3)
consecutive years;
(iii) ceases the performance of all legal services covered by this policy; and
(iv) is fifty-five (55) years of age or older;
then such Insured has the right, for no extra charge, to elect an Unlimited Non-
practicing Extended Claims Reporting Period, to report Claims first made against an
Insured for any actual or alleged negligent act, error or omission occurring prior to the
termination of the Policy Period and otherwise covered by this policy. Such
Unlimited Non-practicing Extended Claims Reporting Period must be elected within
sixty (60) days of the Insured’s retirement or ceasing of the private practice of law.
(b) written notice of this election is given to the Company within sixty (60) days
after termination of this policy; and
(c) all premiums and deductibles due the Company have been paid in full.
3. Death or Disability of Insured: Notwithstanding CONDITION O.1. of this policy, if the
Named Insured designated in the Declaration is an individual and shall cancel or
nonrenew this policy, the Named Insured shall have the right, at no cost, to have an
endorsement issued extending the reporting period for this policy to an unlimited
period following the effective date of such cancellation or nonrenewal provided that:
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(a) such cancellation or nonrenewal results from the death or disability of the
Named Insured during the Policy Period;
(b) in the event of disability, the Named Insured is totally and continuously
disabled from the practice of law a minimum of six (6) months prior to the
election of this option;
(c) satisfactory written evidence of death or disability is provided to the Company
within one (1) year of such death or disability; and
(d) all premiums and deductibles due the Company have been paid in full.
This right shall terminate, however, unless written notice of election is received by the
Company or its authorized agent from the Named Insured or legal representative of
Named Insured within sixty (60) days after the effective date of such cancellation or
nonrenewal.
4. At the commencement of any Extended Reporting Period option, the entire premium
therefore shall be deemed earned and the Company shall not be liable to return to the
Named Insured any portion of the premium for the Extended Reporting Period. The
cost of any Extended Reporting Period option is based on the rates and rules in effect
at the time the policy was issued or last renewed.
The fact that the period during which a Claim must be first made against the Named
Insured under this policy is extended by virtue of any Extended Reporting Period
option shall not in any way increase the limit of this policy. The limit of liability under
any Extended Reporting Period option shall be part of, and not in addition to, the limit
of liability available under the last policy or renewal certificate issued to the Named
Insured.
5. An automatic sixty (60) day Extended Reporting Period Option, effective at the
termination of the policy period, will be provided by the Company at no additional cost
unless this insurance is replaced with the same or similar insurance issued by the
Company, whether or not the limits or deductibles are identical to those provided
under this policy. This extended reporting period option shall only apply to Claims
made during the policy period and reported to the Company within sixty (60) days of
the policy termination. The limits available under this extension shall be part of, and
not in addition to, the limits available under the expiring policy period. Coverage
provided by this automatic extended reporting period shall be Specific Excess over
any replacement policy providing the same or similar coverage. This Extended
Reporting Period option shall not be available if the policy is cancelled for non-
payment of premium effective at policy inception.
Any provision in the policy which conflicts with this extension is amended accordingly.
P. Reimbursement: While the Company has no duty to do so, if the Company pays Damages
or Claims Expenses:
1. Within the amount of the applicable deductible; or
2. In excess of the applicable limit of liability
all Insureds shall be jointly and severally liable to the Company for such amounts. Upon
written demand, the Insured shall repay such amounts to the Company with thirty (30) days
thereof. Failure to pay any amount indicated may lead to policy cancellation.
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Q. Liberalization Clause:
If the Company adopts any revision that would broaden the coverage under the policy
without additional premium at any time during the Policy Period, the broadened coverage
will immediately apply to this policy.
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STATE BAR OF CALIFORNIA
LAWYERS PROFESSIONAL LIABILITY INSURANCE PROGRAM
Claims Handling Procedures
An important value of your Lawyers Professional Liability insurance coverage is the ability of the
insurance company to respond when you have a claim. The State Bar of California Lawyers
Professional Liability policy not only provides an exact description of what is covered and what
is not covered, it also sets out your obligations as an Insured and, where appropriate, the
obligations of others involved with you.
The Arch Insurance Company is committed to providing insureds and clients with responsive
claim service. You, as a policyholder, trigger this service when you report a claim quickly and
accurately.
In the event of an incident which may result in a claim, an actual claim, or your r eceipt of suit papers
arising out of your services as a lawyer, please follow the procedures outlined below:
Notices of each incident, claim or suit must be sent immediately to:
ARCH INSURANCE COMPANY
Attorney's Professional Liability Claims
1299 Farnam Street, Suite 500
Omaha, NE 68102
P.O. Box 542033
Omaha, NE 68154
Phone 877 688- ARCH (2724)
FAX 866 266-3630
Email Claims@Archinsurance.com
Your claim notice should include the following:
Your name, address and phone number;
A copy of your Policy Declarations – this will include important information regarding your coverage;
The date or period of duration (start date/finish date) of the professional service in question and the date
you first became aware of the problem or potential problem;
A brief description of the problem;
Copies of any letters of demand and any legal papers (i.e.: summons and complaints, notices of
arbitration, etc.) which you have received.
It is advisable to send a photocopy of your cover letter to your insurance agent.
Do not discuss the claim with any adverse party or their representative. Do not admit any liability or pay any
portion of alleged Damages. Do not attempt to handle the matter yourself. Any one of these actions may void
your insurance coverage. (If you waive your fee, or any part of it, in conjunction with a dissatisfied customer
and do not admit any liability, the terms of your coverage may not be compromised. Send us a notice of any
such incident immediately.)
You will be contacted by a representative of Arch Insurance Company's Claim Department. This representative,
who specializes in the handling and adjusting of lawyers professional liability / errors and omissions claims, will
confirm receipt of the loss notice directly to you, provide a company claim number for all future correspondence,
refer to legal counsel if necessary and discuss further handling of the matter with you.
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NETWORK SECURITY AND PRIVACY LIABILITY EXTENSION ENDORSEMENT
This Endorsement modifies insurance provided under the Lawyers Professional Liability Insurance
Policy.
It is agreed that in consideration of a premium of $0;
1. The Insuring Agreements designated with an X below will be added to the policy:
Insuring Agreements Sub-Limit of
Liability
Deductible Prior Acts
Exclusion Date
C. Data Incident
Response Expense
$25k
each Network
Security Breach
or Privacy
Violation
$
each Network Security
Breach or Privacy
Violation
Per Policy
D. Network Security and
Privacy Liability Coverage
$
each Claim
$
each Claim
2. The language for the Insuring Agreement[s] designated with an X above is set forth below and is
added to Section I. COVERAGE:
C. DATA INCIDENT RESPONSE EXPENSE
The Company will pay Data Incident Response Expense, in excess of the deductible,
incurred by the Insured, directly resulting from a Network Security Breach or Privacy
Violation:
a. occurring on or after the Prior Acts Exclusion Date;
b. discovered during the Policy Period; and
c. reported to the Company immediately pursuant to the terms of Section 8 of this
Endorsement..
D. NETWORK SECURITY AND PRIVACY LIABILITY
The Company will pay on behalf of an Insured all amounts, in excess of the deductible, that
an Insured becomes legally obligated to pay as Damages and Claim Expenses, because
of a Claim that is:
a. first made against an Insured during the Policy Period or Extended Claims Reporting
Period, if applicable;
b. for a Network Security Breach or Privacy Violation occurring on or after the Prior
Acts Exclusion Date and prior to the end of the Policy Period; and reported to the
Company immediately pursuant to the terms of Section 8 of this endorsement.
3. Solely with respect to the coverage provided under Insuring Agreement C. of this Endorsement, the
following policy provisions of the Lawyers Professional Liability Insurance Policy are deleted and
will not apply:
5,000
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A. The paragraph of Section I. COVERAGE that begins, “The Company shall have the right
and duty to defend any suit against the Insured seeking Damages”.
B. Paragraph O. EXTENDED REPORTING PERIOD OPTION
4. Solely with respect to the coverage provided under this Endorsement, Paragraphs A., B. and C. of
Section III. LIMIT OF LIABILITY of the Lawyers Professional Liability Insurance Policyare
amended as follows:
A. In the event Claim Expenses and Data Incident Response Expenses are included within
the limit of liability as specified in Item 4.a. of the Declarations, the limit of liability stated in
the Declarations as applicable to “each Claim” is the limit of the company's liability for all
Damages, Claims Expenses and Data Incident Response Expenses because of each
Claim covered hereby. Notwithstanding the forgoing, an additional aggregate limit of
$50,000 shall be provided solely for payment of Claims Expenses and Data Incident
Response Expenses. All Claims arising from the same or related negligent act, error or
omission Personal Injury or Network Security Breach or Privacy Violation shall be
considered a single Claim for the purpose of this insurance and shall be subject to the same
limit of liability.
The limit of liability stated in the Declarations as “aggregate” is, subject to the above
provision respecting “each Claim”, the total limit of the Company's liability under this policy
for all Damages, Claims Expenses and Data Incident Response Expenses.
B. In the event Claim Expenses and Data Incident Response Expenses are in addition to the
limit of liability as specified in Item 4.b. of the Declarations, the limit of liability stated in the
Declarations as applicable to “each Claim” is the limit of the Company's liability for
Damages resulting from each Claim covered hereby. There shall be a separate limit of
liability equal to one-half (1/2) of the limit of liability for Damages applicable to Claim
Expenses and Data Incident Response Expenses for any such Claim. Such limit for
Claim Expenses and Data Incident Response Expenses shall not exceed $1,000,000
regardless of the limit of liability purchased for Damages. All Claims arising from the same
or related negligent act, error or omission Personal Injury or Network Security Breach or
Privacy Violation shall be considered a single Claim for the purpose of this insurance and
shall be subject to the same limit of liability.
In the event that the Claim Expenses and Data Incident Response Expenses limit of
liability is exhausted, all subsequently incurred Claim Expenses and Incident Response
Expenses will apply to and erode the policy's limit of liability.
The limit of liability stated in the Declarations as “aggregate” is, subject to the above provision
respecting “each Claim”, the total limit of the Company's liability under this policy for all Damages.
A separate “aggregate” limit of liability shall apply to all Claims Expenses and Data Incident
Response Expenses incurred in the defense of Claims covered by this Policy, subject to the
above provision respecting the Company's liability for Claim Expenses and Data Incident
Response Expenses for “each Claim”.
C. The Company’s liability for Damages and/or Claim Expenses and Data Incident
Response Expenses, as applicable, resulting from “each Claim” is in excess of the
deductible amount stated in the Declarations. The deductible amount stated in the
Declarations shall upon written demand by the Company, be paid by the Named Insured
within 30 days of demand.
1. As a condition precedent to the Company’s liability under this Endorsement, the
applicable deductible specified in Paragraph 1 of this Endorsement will be paid by the
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Insured, be applicable to each Network Security Breach or Privacy Violation under
Insuring Agreement C. or each Claim under Insuring Agreement D.
2. The deductible specified in Paragraph 1 of this Endorsement will apply to all Data
Incident Response Expense under Insuring Agreement C. and all Damages and
Claim Expenses under Insuring Agreement D.
3. In the event more than one Insuring Agreement is triggered by a Network Security
Breach, Privacy Violation or Claim, only the single highest deductible specified in
Paragraph 1 of this Endorsement will apply.
4. The total deductible for all Claims, Network Security Breaches, Privacy Violations,
or series of Claims, Network Security Breaches, or Privacy Violations that have a
common nexus of facts, circumstances, situations, events, transactions, causes or
series of causally connected facts, circumstances, situations, events, transactions or
causes. will not exceed the single highest deductible specified in Paragraph 1 of this
Endorsement.
5. The deductible will be applied first to Claim Expenses and Data Incident Response
Expense with any remainder applied to Damages. The Named Insured will pay the
deductible within thirty (30) days of demand by the Company.
5. Solely with respect to the coverage provided under this Endorsement, the following is added to
Section III. LIMIT OF LIABILITY of the Lawyers Professional Liability Insurance Policy:
G. The Company’s Sub-Limit of Liability for Data Incident Response Expense each Network
Security Breach or Privacy Violation, is specified in Paragraph 1.C. of this Endorsement.
The Company will not be obligated to pay any Data Incident Response Expense after the
Sub-Limit of Liability specified in Paragraph 1.C. of this Endorsement has been exhausted
by payment of Data Incident Response Expense. Such Sub-Limit of Liability will be part of,
and not in addition to, the Limit of Liability Each Claim specified in Item 4.A. of the
Declarations, regardless of whether a Claim has been made. The Company does not
assume any duty to defend under this Insuring Agreement.
H. The Company’s Sub-Limit of Liability for Damages and Claim Expenses each Network
Security Breach or Privacy Violation Claim is specified in Paragraph 1.D. of this
Endorsement, if purchased. Such Sub-Limit of Liability will be part of, and not in addition to,
the Limit of Liability Each Claim specified in Item 4.a. of the Declarations.
I. With regard to Insuring Agreement D, if the Sub-Limit of Liability specified in Paragraph 1.D.
of this Endorsement is exhausted prior to settlement or judgment of any pending Claim, the
Company’s obligations under this policy will be cancelled and the Company will have the
right to withdraw from the further investigation or defense of any pending Claim by tendering
control of such investigation or defense to the Named Insured, and the Named Insured
agrees, as a condition to the issuance of this policy, to accept such tender.
J. With regard to Insuring Agreement D., the inclusion of more than one Insured in any Claim,
or the making of Claims by more than one person or entity will not increase the Company’s
Sub-Limit of Liability Each Claim, Aggregate Sub-Limit of Liability Per Policy Period or the
deductible. Two or more Claims arising out of a single Network Security Breach or
Privacy Violation will be treated as a single Claim. All such Claims, whenever made, will
be considered first made during the Policy Period in which the earliest Claim was first
reported.
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6. Solely with respect to the coverage provided under this Endorsement, Paragraph F of Section III.
LIMIT OF LIABILITY of the Lawyers Professional Liability Insurance Policy is deleted and replaced
by the following:
F. If this policy and any other policy issued by the Company including any extended claims
reporting period coverage afforded by such policy or policies, provides coverage to the same
Network Security Breach or Privacy Violation or Claim, the maximum limit of liability
under all the policies will not exceed the highest remaining limit of liability under any one
policy.
7. Section VII. EXCLUSIONS of the Lawyers Professional Liability Insurance Policy will apply to all
coverage provided under this Endorsement and solely with respect to the coverage provided under
this Endorsement, the following Exclusion is added:
J. This policy will not pay any Data Incident Response Expense or Claim based upon or
arising out of, in whole or in part:
1. any demand, suit or proceeding pending or order, decree or judgment made or
initiated against the Insured on or prior to the inception date of this policy or any
Network Security Breach or Privacy Violation specified in such prior demand, suit
or proceeding which has a common nexus, fact, circumstance, situation, event,
transaction, cause or series of causally connected facts, circumstances, situations,
events, transactions or causes underlying or alleged therein;
2. any fact, circumstance or situation that, before the inception date of this policy, that
was the subject of any notice given under any policy of which this policy is a renewal
or replacement;
3. any actual or alleged unauthorized or illegal collection or intentional sharing of
Personal Information, including but not limited to the collection of Personal
Information using cookies, spyware, or other malicious code, or the failure to
provide adequate notice that Personal Information is being collected or shared;
4. any bodily injury, sickness, disease, emotional distress, mental anguish or death of
any person, or damage to or destruction of any tangible property, including loss of use
thereof;
5. any actual or alleged misappropriation, theft, plagiarism, infringement or violation of
any patent, copyright, trademark, trade secret, trade dress, trade name, service mark,
service name, title or slogan; however this exclusion will not apply to a Network
Security Breach;
6. any actual or alleged unsolicited electronic faxes, emails, telephone calls or
unsolicited communications, including without limitation, Claims arising out of
unsolicited electronic messages, chat room postings, bulletin board postings,
newsgroup postings, “pop-up” or “pop-under” Internet advertising or fax-blasting,
direct mailing or telemarketing, or Claims involving actual or alleged violations of any
foreign, federal, state or local statute, regulation or ordinance that addresses, limits or
prohibits the printing, dissemination, disposal, collecting, recording, sending,
transmitting, communicating or distribution of material or information; however this
exclusion will not apply to a Network Security Breach;
7. any actual or alleged discrimination, harassment, wrongful termination, unpaid wages
(including overtime pay), workers’ compensation benefits, unemployment
compensation, disability benefits, improper payroll deductions, improper employee
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classification, failure to maintain accurate time records, failure to grant meal and rest
periods, or social security benefits, or any other employment practices wrongful act.;
8. any actual or alleged discrimination, humiliation or harassment in any form or manner,
including, but not limited to, race, creed, color, religion, ethnic background, national
origin, age, handicap, disability, gender, sex, sexual orientation or preference,
pregnancy, marital status, retaliation, or any other protected class under any federal,
state, local or other law;
9. any actual or alleged price fixing, restraint of trade, monopolization, unfair trade
practices or any violation of the Federal Trade Commission Act or consumer
protection laws, Sherman Anti-Trust Act, the Clayton Act, or any similar law regulating
anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of
trade activities;
10. any war, invasion, acts of foreign enemies, hostilities or warlike operations (whether
war is declared or not), strike, lockout, riot, civil war, rebellion, revolution, insurrection,
civil commotion assuming the proportions of or amounting to an uprising, military or
usurped power, however, this exclusion will not apply to Cyberterrorism;
11. any Insured’s service at any time as a director, officer, trustee, regent, governor,
independent contractor or equivalent executive, or as an employee, of any entity other
than an Insured even if such service is with the knowledge and consent, or at the
request, of an Insured;
12. any inaccurate, inadequate or incomplete description of the price of goods, products
or services, the authenticity of any goods, products or services, or the failure of any
goods or services to conform with any represented quality or performance;
8. Solely with respect to the coverage provided under this Endorsement, Paragraph 3 of Section VIII.
DEFINITIONS of the Lawyers Professional Liability Insurance Policy is deleted and replaced by the
following:
“Claim” means any:
1. written demand or notice for civil monetary damages or other civil non monetary relief
commenced by the Insured’s receipt of such demand or notice;
2. civil proceeding, including but not limited to any arbitration proceeding or other
alternative dispute resolution (ADR) proceeding, commenced by the service upon the
Insured of a complaint, demand for arbitration, or similar pleading;
3. written request to an Insured to toll or waive the statute of limitations regarding a
potential Claim as described in 1. and 2. above commenced by the Insured’s receipt
of such request;
4. a Regulatory Action.
9. Solely with respect to the coverage provided under this Endorsement, the following definitions are
added to SECTION VIII. DEFINITIONS of the Lawyers Professional Liability Insurance Policy:
“Computer System” means any computer hardware, electronic mobile device, software or
firmware, and components thereof including data stored thereon, that is owned or leased by a
Named Insured, and is under the direct operational control of the Named Insured or any mobile
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00 LPL0175 00 04 17 Page 6 of 9
device owned and under the direct operational control of an employee of a Named Insured if such
mobile device is used for the benefit of the Named Insured.
Computer System also includes cloud computing and other hosted resources operated by a third
party for the purpose of providing hosted computer resources to the Named Insured as provided in
a written contract between the Named Insured and such third party.
“Cyberterrorism” means the premeditated use of disruptive activities against any Computer
System by an individual or group of individuals, or the explicit threat by an individual or group of
individuals to use such activities, with the intention to cause harm, further social, idealogical,
religious, political or similar objectives, or to intimidate any person(s) in furtherance of such
objectives. Cyberterrorism does not include any such activities which are part of or in support of
any military action, war or warlike operation.
“Data Incident Response Expense” means reasonable and necessary fees and expenses
incurred by an Insured, with the Company’s prior written consent, for:
1. legal services by an attorney selected by the Company regarding any Network
Security Breach or Privacy Violation;
2. computer forensic investigatory services by a third party information security
professional selected by the Company to determine the cause of the Network
Security Breach and identities of those who may have been victims of any Privacy
Violation;
3. notifying individuals who may have been victims of any Privacy Violation;
4. public relations firm, crisis management firm or law firm services to mitigate
reputational damage resulting from any Network Security Breach or Privacy
Violation;
5. credit monitoring services and identity theft education;
6. costs for identity theft call center services; and
7. costs to restore or recreate electronic data;
Data Incident Response Expense will exclude any: (i) compensation or overhead of any
Insured; (ii) payments made as compensation for any injury or damages resulting from any
Network Security Breach or Privacy Violation; or (iii) costs associated with replacing,
repairing or improving any network, computer hardware or software.
“Denial of Service Attack” means a malicious attack intended by the perpetrator to
overwhelm the capacity of the Computer System by sending an excessive volume of
electronic data to such Computer System in order to prevent authorized access to such
Computer System.
“Network Security Breach” means any:
1. unauthorized access to, or unauthorized use of, a Computer System;
2. transmission of Malicious Code into or from a Computer System; or
3. Denial of Service Attack.
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“Malicious Code” means any virus, Trojan, worm or other similar malicious software
program, code or script designed to infect, harm, harm data on, or steal data from, a
Computer System.
“Personal Information” means any:
1. information for which an individual may be uniquely and reliably identified or contacted
including without limitation the individual’s:
a. name;
b. address;
c. telephone number;
d. social security number;
e. drivers license number or any other state identification number;
f. medical or healthcare data, including protected health information; or
g. account numbers.
2. non-public personal information as defined in any Privacy Law.
“Privacy Law” means those parts of the following statutes or regulations regulating
the use and protection of non-public personal information (as defined in such statutes
or regulation):
1. Health Insurance Portability and Accountability Act of 1996 (HIPAA);
2. Gramm-Leach Bliley Act of 1999 (GLBA);
3. consumer protection and unfair and deceptive trade practice laws enforced by
state Attorneys General or the Federal Trade Commission, including but not
limited to Section 5(a) of the Federal Trade Commission Act, 15. U.S.C § 45
(a), as amended;
4. security breach notification laws that require notice to individuals of the actual
or potential theft of their non-public personal information, including but not
limited to the California Security Breach Notification Act of 2003 (CA SB1386);
or
5. other state, federal or foreign privacy laws for non-public personal information,
or a privacy policy limiting the sale, disclosure or sharing of non-public personal
information or providing individuals with the right to access or correct non-public
personal information.
“Privacy Violation” means any:
1. failure to protect Private Information while in the care, custody or control of an
Insured;
2. violation of a Privacy Law by an Insured; or
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3. violation of an Insured’s privacy policy with respect to provisions prohibiting
any Insured from disclosing Private Information.
“Private Information” means any of the following information that exists in any
format and that is in the care, custody and control of any Insured, or in the care,
custody and control of a third party on any Insured’s behalf:
1. Personal Information; or
2. confidential or proprietary business information that is not available to the
general public.
“Regulatory Action” means a civil administrative or regulatory proceeding
commenced by service of a complaint or pleading, civil investigative demand or civil
request for information brought or made by a governmental agency or authority that
alleges a Privacy Violation. A Regulatory Action will not mean or include any
criminal demands, requests or proceedings.
10. Solely with respect to the coverage provided under Insuring Agreement C, Paragraphs B. and C. of
Section IX. CONDITIONS of the Lawyers Professional Liability Insurance Policy are deleted and
replaced by the following:
A. Notice to the Company
Notices of each Network Security Breach or Privacy Violation must be sent immediately to:
ARCH INSURANCE COMPANY
Attorney's Professional Liability Claims
1299 Farnam Street, Suite 500
Omaha, NE 68102
P.O. Box 542033
Omaha, NE 68154
Phone 877 688-ARCH (2724)
FAX 866 266-3630
Email Claims@Archinsurance.com
Your notice of Network Security Breach or Privacy Violation should include the following:
Your name, address and phone number;
A copy of your Policy Declarations – this will include important information regarding your
coverage;
The date or period of duration of the Network Security Breach or Privacy Violation and
the date you first became aware of the problem or potential problem;
A brief description of the problem; and
Copies of any relevant documents.
It is advisable to send a copy of your notice of Network Security Breach or Privacy
Violation to your insurance agent.
B. ASSISTANCE AND COOPERATION OF THE INSURED
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All Insureds will cooperate with the Company, including providing all information requested
by the Company regarding any Network Security Breach or Privacy Violation, and
cooperating fully with the Company. Upon the Company’s request, all Insureds will submit
to examination by a representative of the Company, under oath if required. The Insured
shall not, except at the Insured’s own cost, voluntarily make any payments, admit liability,
assume any obligation or incur any expense.
All other terms and conditions of this Policy remain unchanged.
Endorsement Number:
Policy Number:
Named Insured:
This endorsement is effective on the inception date of this Policy unless otherwise stated herein:
Endorsement Effective Date:
3
1/1/2022
11LPL10608905
Law Office of Alan Seltzer
DocuSign Envelope ID: 4E1BBCB1-7939-43B3-BB42-81AAA0D28A79
Endorsement #
PRIOR ACTS EXCLUSION ENDORSEMENT
Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Add’l Prem. Return Prem.
The premium for this endorsement is included in the premium shown on the declarations unless a specific amount is
shown here.
Named Insured and Mailing Address: Producer:
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
In consideration of the premium charged, this policy specifically excludes loss resulting from
Claims made against any Insured arising from any negligent act, error, omission, or Personal
Injury occurring or alleged to have occurred prior to
This endorsement forms part of this policy and any subsequent renewals thereof.
ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.
Date Issued:
Authorized Representative:
00 LPL 00034 00 05 06 Page 1 of 1
11LPL10608905 1/1/2022 1/1/2023 1/1/2022
Law Office of Alan Seltzer
737 Marco Place
Venice, CA 90291
Mercer Health & Benefits Insurance Services LLC
PO BOX 850386
MINNEAPOLIS, MN 55485-0386
01/01/2016
12/23/2021
DocuSign Envelope ID: 4E1BBCB1-7939-43B3-BB42-81AAA0D28A79
00 ML0065 00 06 07 Includes copyrighted material of Insurance Services
Office, Inc. with its permission.
Page 1 of 1
U.S. TREASURY DEPARTMENT’S OFFICE OF FOREIGN
ASSETS CONTROL (“OFAC”)
ADVISORY NOTICE TO POLICYHOLDERS
No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of
your policy. You should read your policy and review your Declarations page for complete information on
the coverages you are provided.
This Notice provides information concerning possible impact on your insurance coverage due to
directives issued by OFAC. Please read this Notice carefully.
The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on
Presidential declarations of “national emergency”. OFAC has identified and listed numerous:
● Foreign agents;
● Front organizations;
● Terrorists;
● Terrorist organizations; and
● Narcotics traffickers;
as “Specially Designated Nationals and Blocked Persons”. This list can be located on the United States
Treasury’s web site – http://www.treas.gov/ofac.
In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or
entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated
National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or
frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance
policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be
made without authorization from OFAC. Other limitations on the premiums and payments also apply.
DocuSign Envelope ID: 4E1BBCB1-7939-43B3-BB42-81AAA0D28A79
CONTINUING EDUCATION VOUCHER
Policy Number Effective Date a
Named Insured a
Insured Attorney a
IMPORTANT
Insured Attorney’s State Bar Membership Number ________________
(YOU MUST FILL THIS IN BEFORE SUBMITTING TO THE STATE BAR)
I certify that I am the active member of The State Bar of California named above, that I
have provided my correct State Bar membership number above, and that I am currently
an insured under the Lawyers Professional Liability Insurance Policy issued by Arch
Insurance Company described above. I hereby request that The State Bar provide me
with the Minimum Continuing Legal Education benefits currently provided to members
who have professional liability insurance with Arch Insurance Company through the
State Bar sponsored program administered by Mercer.
Date: _______ Signature ____________________ E Mail Address ________________
INSTRUCTIONS FOR REDEEMING THIS VOUCHER
1. Review the information at the top of this form to be sure it is correct. BE SURE TO
ACCURATELY AND LEGIBLY FILL IN YOUR STATE BAR NUMBER. If you find
any errors, please contact the administrator, Mercer, at (800) 339-9122 for assistance.
2. Date and sign the voucher in the spaces provided above, and make a copy for your
records.
3.Send the completed and signed voucher to The California Lawyers Association (CLA), by:
1)By Email: cle@calawyers.org or 2) By mail or private courier service:
The California Lawyers Association
Attention: CLE Vouchers
400 Capitol Mall, Suite 650
Sacramento, CA 95814
4.You will receive your CLE access credentials directly from CLA. Please allow
10 days for delivery.
5. Information about MCLE rules and your compliance obligations is available on The
State Bar website at www.calbar.ca.gov.
11LPL10608905 1/1/2022
Law Office of Alan Seltzer
Alan Seltzer
DocuSign Envelope ID: 4E1BBCB1-7939-43B3-BB42-81AAA0D28A79