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HomeMy WebLinkAbout23902AGREEMENT INFORMATION AGREEMENT NUMBER 23902 NAME/TYPE OF AGREEMENT JASON M. WALKER DESCRIPTION EXPERT CONSULTANT AGREEMENT/PROVIDE STRATEGIC ADVISORY SERVICES TO DISTRICT 2 IN SUPPORT OF AFFORDABLE HOUSING & COMMUNITY DEVELOPMENT GOALS/MATTER ID: 22-979 EFFECTIVE DATE May 18, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/18/2022 DATE RECEIVED FROM ISSUING DEPT. 5/18/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E 1.111 S1,111 CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: JASON M. WALKER IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑■ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY): EXPERT CONSULTANT AGREEMENT - JASON M. WALKER COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22167 May 12, 2022 I Annie Perez, CPPO 10 : 27 : 59 ED—Dee..anedb, SIGNATURE: gadissa bat,row RISK MANAGEMENT May 12, 2022 I �A26�39$AfifidD496_. Ann -Marie Sharpe 10: 31: 46 EDT D.-ft.., SIGNATURE: L2,9CE... Victoria Mendez 17 : 33 : 09 EDT, —.........by SIGNATURE: /..-e �Fi EFBBAFBFEBI6].. CITY ATTORNEY matter 22-979 May 13 , 2022 I ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 13, 2022 I Fernando Casamayor 17: 36 : 37 EDT D dre d,Y SIGNATURE: ct,,� ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER May 17, 2022 I Aoa 12 34:N8riEgDTV Deeeslgned 11Y: SIGNATURE: Q wilt CITY CLERK C May 18, 2022 1 BsucFfiwrzuu4u... Todd Hannon 11:45:02 EDT SIGNATURE: Do-- Cam` PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Yadissa Calderon Contact Person Assistant Director Title 5/12/2022 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: matter 22-979 - EXPERT CONSULTANT AGREEMENT - JASON M. WALKER Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: FlIssue opinion in writing. nPublish opinion after issuance. Authorized by: Yadissa Calderon Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND JASON M. WALKER THIS AGREEMENT ("Agreement") is made and entered into this 18thday of May , 2022, effective upon signature ("Effective Date"), by and between the City of Miami, Florida, a municipal corporation of the State of Florida ("City"), whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130, and Jason M. Walker, an individual over the age of 21 years ("Expert Consultant"), whose address is 841 NW 67 Avenue, Plantation, FL 33317. WITNESSETH: WHEREAS, the City, from time to time, retains individuals acting as independent contractors on a contractual basis for a specific term to perform certain specialized and defined tasks for the City and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the City must retain the professional services of the Expert Consultant to provide the City's Office of District 2 Commissioner Ken Russell ("District 2") with the Scope of Services defined in Exhibit "A", attached and incorporated ("Services"); and WHEREAS, the City, through the City Manager's Office, has deemed the Expert Consultant qualified in accordance with Sections 18-72,18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, in consideration of the mutual obligations expressed herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the City and the Expert Consultant agree as follows: Section 1. Recitals and Incorporations. The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. Section 2. Scope of Services. Pursuant to the City Code, the City Manager may retain an Expert Consultant and assign the same to a City Department. The Expert Consultant identified above will be assigned to assist the IT, or its designee, and shall perform the Services outlined in Exhibit "A", attached and incorporated. The Expert Consultant represents to the City that the Expert Consultant is now, upon execution of this Agreement, and shall at all times during the term of this Agreement remain, fully qualified, competent, and capable to perform the Services under this Agreement. Section 3. Remuneration, Audit and Inspection. A. The Expert Consultant shall receive compensation as specified in Exhibit "A", subsection D, Project Costs. Even if there is, at the discretion of the City, an Amendment to increase the renumeration, in no event shall the total of remuneration for all Services exceed One Hundred Twenty -Five Thousand Dollars ($125,000.00) per year. The City, in its best interest, reserves the right to request additional Page 1 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E related services to be provided by the Expert Consultant. Any additional services in excess of those described in Exhibit "A" shall be negotiated and pre -approved in writing by the City Manager or designee prior to the services being rendered. The Expert Consultant will provide a detailed invoice listing daily work for any billing period and will also report the number of hours worked and tasks completed as enumerated in Exhibit "A" during that period. B. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9 prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that the Expert Consultant shall not acquire status, benefits, or rights as a City employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the City Manager with the completed IRS Form W-9 at the time of execution of the Agreement. C. Unless otherwise specifically provided in Exhibit "A", pursuant to the Florida Prompt Payment Act, payment will be made within forty-five (45) days after receipt of the Expert Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow proper audit of expenditures should the City require one to be performed. D. The City may, at all reasonable times and for a period of up to three (3) years following the date of final payment by the City to the Expert Consultant under the Agreement, audit, cause to be audited, inspect, or cause to be inspected those books and records of the Expert Consultant which are related to the Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records at a location within the City for a period of three (3) years after final payment is made under the Agreement. Section 4. Term. The Agreement shall become effective as of the Effective Date as defined on its first page and shall be for the duration of one (1) year with two (2) one (1) year options to renew at the City's sole discretion. The City, acting by and through the City Manager, shall have the option to extend or terminate the Agreement for convenience. Section 5. Termination. This Agreement may be terminated at any time by either party, with or without cause. In the event of termination of this Agreement for any reason with or without cause, the Expert Consultant shall not have recourse to any City Grievance or Disciplinary Procedure. In the event of termination, the Expert Consultant will be compensated for actual Services rendered up to and including the date of termination. Section 6. Relationship Between Parties. A. The Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a City employee. As the Expert Consultant is an independent contractor, the Expert Consultant shall not be entitled to any employment emoluments. Access and use of City property shall be at the sole discretion of the City Manager. The Expert Consultant acknowledges that such access to and use of City property does not alter the Expert Consultant's status as an independent contractor. B. Other than as legally required by the Expert Consultant in rendering his professional opinion, all other documents, information, materials, reports, and work product developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the City. The Page 2 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E Expert Consultant understands and agrees that any information, documents, reports, materials, work product, or any other materials whatsoever which is given by the City to the Expert Consultant, or which is otherwise obtained or prepared by the Expert Consultant pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. The Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the prior written consent of the City, which may be withheld or conditioned by the City in the City's sole discretion. C. The Expert Consultant shall work with the City to develop and undertake the schedule necessary to provide the Services as needed by the City. The Expert Consultant acknowledges that working with the City to provide necessary scheduling for the Services does not alter his status as an independent contractor and the Expert Consultant acknowledges and understands that compensation payment for his time is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, save and hold harmless, and defend (at his own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of the Expert Consultant and persons employed or utilized by the Expert Consultant in the performance of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Expert Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Expert Consultant shall in no way limit the responsibility to indemnify, save and hold harmless, and defend (at his own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at his own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Expert Consultant or persons employed or utilized by the Expert Consultant. These duties described in this Section will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. The Expert Consultant shall require all sub -consultant agreements to include a provision that each sub - consultant will indemnify the City in substantially the same language as this Section. The Expert Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Expert Consultant in which the City participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving, or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the City, in no way, assumes or shares any responsibility or liability of the Expert Consultant or sub -consultant under this Agreement. Page 3 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E Ten Dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Expert Consultant. Section 8. Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure his own insurance coverage, as applicable insurance will not be paid by the City on behalf of the Expert Consultant while performing the Services. The Expert Consultant shall maintain insurance coverage and provide evidence of such insurance coverage in such amounts as may be required by the City's Risk Management Department in Composite Exhibit "B", including the Insurance Requirements, the W-9, and the Independent Contractor Letter, all attached and incorporated. The Expert Consultant has provided the required independent contractor letter to the Risk Management Department as part of Composite Exhibit "B", attached and incorporated. Section 9. Nondiscrimination. The Expert Consultant represents and warrants to the City that the Expert Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Expert Consultant's performance under this Agreement on account of race, color, gender, religion, age, disability, sexual orientation, marital status, or national origin. The Expert Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, disability, sexual orientation, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. Section 10. Non -Assignment, Successors, and Assigns. The Expert Consultant's Services are unique in nature and are not assignable. Section 11. Ownership of Documents. The Expert Consultant understands and agrees that any information, document, report, plan, budget, or any other material whatsoever which is given by the City or on behalf of the City to the Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the City. The Expert Consultant agrees not to use any such information, document, report, plan, budget, or any other materials without the prior written consent of the City, which consent may be withheld or conditioned by the City as the owner thereof. Section 12. Public Records. A. The Expert Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under all applicable laws. The Expert Consultant's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the City and any potential penalties authorized by Chapter 119, Florida Statutes. B. The Expert Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of the City to perform this Service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement's term and following completion of the , if the Expert Consultant does Page 4 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E not transfer the records to the City; and (4) upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Expert Consultant or keep and maintain public records required by the City to perform the Services. If the Expert Consultant transfers all public records to the City upon completion of the Agreement, the Expert Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Expert Consultant keeps and maintains the public records upon completion of the Agreement, the Expert Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, the Expert Consultant shall be permitted to retain any public records that make up part of his work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should the Expert Consultant determine to dispute any public access provision required by Florida Statutes, the Expert Consultant shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at his own expense and at no cost to the City. IF THE EXPERT CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE EXPERT CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, HE MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTORNIC MAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR VIA REGULAR MAIL AT CITY OF MIAMI, OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE EXPERT CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. Section 13. Award of Agreement. The Expert Consultant represents and warrants to the City that the Expert Consultant has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that he has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, finder's fee, or gift of any kind contingent upon or in connection with the award of this Agreement. Section 14. Compliance with Federal, State, and Local Laws. The Expert Consultant understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc. The Expert Consultant agrees to comply with and to observe all applicable laws, codes, and ordinances, as they may be amended from time to time. Section 15. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered, certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given, as herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U.S. Mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. Page 5 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E To Expert Consultant: Jason M. Walker 841 NW 67 Avenue Plantation, Florida 33317 jasonmauricewalker@dmail.com To the Cit City Manager's Office ATTN: Arthur Noriega V, City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Office of District 2 Commissioner Ken Russell ATTN: Anthony Balzebre City of Miami 3500 Pan American Drive Miami, Florida 33133 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Office of the City Attorney ATTN: Victoria Mendez, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Section 16. Contingency Clause. Funding for this Agreement is contingent upon the availability of funds and continued authorization of City activities and the Agreement is subject to (a) an amendment due to lack of funds, reduction of funds, and/or change in regulations or the Code, upon written notice, or (b) termination pursuant to Section 5 hereof. Section 17. Miscellaneous. A. The Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto agree that venue for all federal, state, and local matters, if any, arising under the Agreement shall be in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Each party shall pay its own costs and attorneys' fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida or the City, such provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then Page 6 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E the same shall be deemed severable, and in either event, the remaining terms and provisions of the Agreement shall remain unmodified and in full force and effect. C. No waiver or breach of any provision of the Agreement shall constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. D. The Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in the Agreement, including the Exhibits hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment, or addition to the Agreement shall be valid unless in writing and executed by the properly authorized representatives of the parties hereto. Section 18. Survival. The parties acknowledge that the obligations in this Agreement will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Expert Consultant and the City under this Agreement shall survive termination, cancellation, or expiration hereof. Section 19. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. Page 7 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. EXPERT CONSULTANT Jason M. Walk STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this /( day of /i'} , 2022, by _, Jason M. Walker He is personally known to me or has/ produced rC --IX- , as identification and did/did not take an oath. Notfi Public Printed Name: M Commission = pires: ATTEST c DocuSigned by: E46D7s� o F Todd Hannon City Clerk i SYED HUSSAIN (r.. Notary Public - State of Florida * .. Commission k HH 163972 ur �...°My Comm. Expires Sep 19, 2025 Ctondcd through National Notary Assn. CITY OF MIAMI, FLORIDA: DocuSigned by: DocuSignee by: Cam Now Arthur Noriega V City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: Victoria Mendez (Matter 22-979) REQUIREMENTS: ( -DocuSigned by Fronk aowit) Ann -Marie Sharpe City Attorney Risk Management Director Page 8 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E Exhibit "A" SCOPE OF SERVICES AND COMPENSATION SCHEDULE A. BACKGROUND/PURPOSE Provide strategic advisory services to the City of Miami's District 2 Office in support of affordable housing and community development goals focused on developing new and improving the existing quality and quantity of available housing stock available for residents of the West Grove. B. SERVICES TO BE PROVIDED The Expert Consultant shall: • Provide recommendations to the District 2 Commissioner on the use and allocation of redevelopment funds; • Conduct reviews, provide recommendations and monitor the status of revisions on all redevelopment and zoning plans within the impacted area; • Serve as a liaison between Miami Dade County Commissioners, their staff and the District 2 Office in support of affordable housing and community redevelopment efforts in the West Grove; • Identify and work with key property owners, community -based organizations and stakeholders critical to the success of the project; • Develop and lead a small, ad hoc committee of City staff, stakeholders and developers to advise on real estate and redevelopment matters; • Participate in redevelopment meetings with City staff, stakeholders and developers; Attend all public meetings regarding redevelopment projects within the District; • Identify and pursue additional local, state, federal and private funding opportunities in advancement of the project's goals; • Maintain regular, open communication and provide timely updates to the District 2 Commissioner and district staff on ongoing efforts, challenges and successes; and • Provide technical assistance, leadership and support on any additional operational areas key to the success of the program. C. PROJECT COSTS The following is the cost for services to be provided to the District 2 Commissioner by the Expert Consultant: $9500/monthly Description Cost Services will be provided pursuant to the Scope of Services as listed in Section B, above. $9,500/month Page 9 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E Exhibit "B" INSURANCE REQUIREMENTS, COMPLETED IRS FORM W-9, AND INDEPENDENT CONTRACTOR LETTER FROM JASON M. WALKERTO CITY OF MIAMI I. Personal Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Limits of Liability -Split Limits$100,000.00/300,000.00/500,000.00 or Combined $300,000.00 Endorsements Required City of Miami listed as an additional insured II. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit OR Provide exemption certificate from the State of Florida, Division of Workers' Compensation, and/or letter indicating the number of employees, including corporate officers. III. Professional Liability/Errors and Omissions Coverage Each Claim General Aggregate Limit Retro Date Coverage included $ 1,000,000.00 $ 1,000,000.00 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: Page 10 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 11of15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E May 4, 2022 Ann -Marie Sharpe, Director Department of Risk Management City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Re: Status as Independent Contractor Dear Ms. Sharpe: In connection with my Expert Consultant Agreement ("Agreement") with the City of Miami ("City") through its City Manager's Office, I am writing to inform the City of the following: 1. I am entering into the Agreement as an Independent Contractor; and 2. I will be providing Expert Consultant Services on an as -needed basis and will not have any decision -making authority; and 3. I will not employ or subcontract from any other person in order to provide Expert Consultant Services to the City for this engagement; and 4. I am exempt from, and am not required to maintain any worker's compensation insurance coverage for myself; and 5. I am requesting and affirming that it is my instruction to you that any and all payments for the Expert Consultant Services provided in accordance with this Agreement shall be made to Jason M. Walker for Tax related consequences, if any, which are solely mine and/or of the payee. If you require any further information in connection with the Agreement, please contact me at the address and telephone number provided below. Sincerely, Jason M. Walker 841 NW 67 Avenue Plantation, FL 33317 jasonmauricewalker@qmail.com Page 12 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E INSURANCE ADDENDUM INSURANCE DEFINITIONS, REQUIREMENTS AND CONDITIONS The VENDOR/CONTRACTOR/CONSULTANT agrees to provide and maintain throughout the life of this Agreement, and at Vendor/Contractor/Consultant's expense, insurance coverage outlined herewith as applicable insuring all operations related to the Agreement and any extensions thereof. Workers Compensation and Employers Liability Statutory and subject to the Laws of the State of Florida. This coverage protects against lawsuits stemming from workplace accidents. It provides for medical care to injured employees, along with compensation for lost income. Commercial General Liability It protects against accidents and injuries that occur on company property or the property of a customer. It compensates an injured person or owner of property for injuries and property damages, and the cost of defending lawsuits, including legal settlements or investigations. This policy also covers claims resulting from products exposures, libel, slander, copyright infringement and other personal and advertisement injuries. Commercial Automobile Liability It protects against liability, no fault, medical payments, uninsured and underinsured motorist claims, collision and other than collision physical damage. In addition, this policy affords coverage on autos that are hired or borrowed or non -owned for use in the business. The non -owned can be autos owned by employees or members of their households. Non -Owned Auto exposures can be endorsed or added under the Commercial General Liability Policy. Professional/Errors and Omissions Liability Used by many professionals such as engineers, lawyers, accountants, stockbrokers, financial advisers, insurance agents, court reports, dentists, nurses, and teachers. It protects against the financial effects of liability lawsuits filed by clients. It basically protects professionals who cause harm to a client due to incompetence, errors, or negligence. Umbrella Liability It protects against liability and losses after primary insurance benefits have been exhausted. This supplemental coverage kicks in only after the underlined liability policies have paid their maximum benefits. Environmental Liability It protects against the financial costs of claims of injury or damage due to pollution, and other costs of cleaning up pollutants. These policies are designed to cover both property and liability risks. Directors and Officers Liability Page 13 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E This coverage protects against claims from stockholders, employees and clients that are also aimed individually at directors and officers. These claims typically stem from errors in judgement, breaches of duty and wrongful acts in connection with company business. Cyber Liability It protects against costs of the theft, destruction, or unauthorized use of electronic data through computer viruses or network intrusions. It also adds protection to a business against such costs if a business fails to safeguard another party's electronic data. Companies sharing data outside their internal network benefit from this coverage. Commercial Property It protects against claims or damages to the insured's buildings, business personal property and personal property of others. It can also provide for loss of business income coverage or extra expenses incurred because of physical loss by a covered peril to the insured's property. Commercial Crime It protects against loss of money, securities, and other property because of a variety of criminal acts such as employee theft or embezzlement, burglary, robbery, forgery, computer fraud, kidnapping and extortion. Crime insurance also covers money and securities against damage or destruction by almost any cause of loss, not just crime. Builders Risk It protects against damage to or destruction of buildings or other structures during their construction. Any party with a financial interest in a construction, remodeling, or repair project, benefits from this coverage. Surety Bonds Surety bonds are three party contracts. The principal is the party that undertakes the obligation and pays for the issuance of a bond by a surety company. The bond provides capital to guarantee the obligation will be performed. The obligee is the party that receives the benefit of the bond If the obligation is improperly performed. Valuable Papers It pays for the cost to reconstruct damaged or destroyed valuable papers and records. Typically defined to include almost all forms of printed documents or records with the exception of money or securities, and data and media which is usually excluded. Additional Requirements The Vendor/Contractor/Consultant shall furnish to the City's Departments of Procurement ("Procurement") and Risk Management ("Risk"), located at 444 S.W. 2nd Avenue Miami, Florida 33130, original certificates of insurance to be in force on the date of this Agreement, and renewal certificates of insurance thereafter. All policies indicated on the certificate shall be in compliance with all Agreement requirements. The failure of the City to obtain the applicable or corresponding certificates from Vendor/Contractor/Consultant is not a waiver by the City of any requirements for the Vendor/Contractor/Consultant. Page 14 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E The Vendor/Contractor/Consultant shall furnish certificates of insurance listing the City as an additional insured. All insurance certificates shall be signed, dated, and reference the City contract number. The insurance shall provide for thirty (30) days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non -renewed. Any deductibles or self -insured retentions on referenced insurance coverages shall be borne by Vendor/Contractor/Consultant. The Vendor/Contractor/Consultant further agrees to have insurers waive their rights of subrogation against the City, its employees, elected officials, agents, or representatives. The coverages and limits furnished by Vendor/Contractor/Consultant in no way limit the Vendor/Contractor/Consutlant's liabilities and responsibilities specified within the Agreement or law. Any insurance or self-insurance programs maintained by the City shall not contribute with insurance provided by the Vendor/Contractor/Consultant under the Agreement. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law. If the Vendor/Contractor/Consultant is a joint venture or limited liability company, the insurance policies shall name the joint venture or limited liability company and each of its separate constituent entities as named insureds. The Vendor/Contractor/Consultant shall require all subcontractors to provide the insurance required herein. All subcontractors are subject to the same insurance requirements of the Vendor/Contractor/Consultant unless otherwise specified in this Agreement. If the Vendor/Contractor/Consultant or subcontractor desire additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost. Notwithstanding any provision in the Agreement to the contrary, Risk maintains and reserves the right to modify, delete, alter, or change these requirements. Page 15 of 15 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DAOB1E PEOPLES INSURANCE 1563 NW 27TH AVE MIAMI, FL 33125 NAIC Company Code: 24252 Verification of Insurance for CAROLINE MILUTINOVIC PROGREll/UE AUTO Policy Number: 953531020 Underwritten by: Progressive American Insurance Co Policyholder: CAROLINE MILUTINOVIC Page 1 of 2 May 9, 2022 PEOPLES INSURANCE 1-305-635-2800 Contact your agent for personalized service. Customer Service 1-800-876-5581 24 hours a day, 7 days a week This verification of insurance is not an insurance policy and does not . end, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, ter + . ' . ition of any contract or other document with respect to which this verification of insurance may be issued or k rtain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and • r. ns of the policies. Please accept this letter as verification of insurance furl Policy and driver information Policy number: Policy state: Policy period: There was no lapse in coverage Effective date: Drivers: CAROLINE MILUTII itt JASON WALKER iod. 5 May 6, 2022 - Nov 6, 2022 May 6, 2022 Insured Driver Address: Vehicle information 841 NW 57TH AVE PLANTATION, FL 33317 Vehicle: 2016 FORD C-MAX HYBRID Vehicle identification number: 1 FADP5BU8GL104986 Coverage information Liability To Others Bodily Injury and Property Damage Liability $300,000 combined single limit each accident Personal Injury Protection Deductible applies to Named Insured and Spouse $10,000 Deductible: $1,000/person Comprehensive Actual Cash Value Deductible: $500 Collision Actual Cash Value Deductible: $500 Form VOI (07/13) Continued DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DAOB1E Policy Number: 953531020 Underwritten by: Progressive American Insurance Co Policyholder: CAROLINE MILUTINOVIC Page 2 of 2 May 9, 2022 Additional interest City of Miami 444 sw 2nd floor City of Miami, FL 33130 Form VOI (07/13) DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DAOB1E PEOPLES INSURANCE 1563 NW 27TH AVE MIAMI, FL 33125 NAIC Company Code: 24252 Verification of Insurance for CAROLINE MILUTINOVIC PROGREll/UE AUTO Policy Number: 953531020 Underwritten by: Progressive American Insurance Co Policyholder: CAROLINE MILUTINOVIC Page1 of 1 May 9, 2022 PEOPLES INSURANCE 1-305-635-2800 Contact your agent for personalized service. Customer Service 1-800-876-5581 24 hours a day, 7 days a week This verification of insurance is not an insurance policy and does not . end, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, ter + . ' . ition of any contract or other document with respect to which this verification of insurance may be issued or k rtain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and • r. ns of the policies. Please accept this letter as verification of insurance furl Policy and driver information Policy number: Policy state: Policy period: There was no lapse in coverage Effective date: Drivers: CAROLINE MILUTII itt JASON WALKER iod. 5 May 6, 2022 - Nov 6, 2022 May 6, 2022 Insured Driver Address: Vehicle information 841 NW 67TH AVE PLANTATION, FL 33317 Vehicle: 2017 LAND ROVER RANGE ROVER SPORT Vehicle identification number: SALWG2FV9HA141796 Coverage information Liability To Others Bodily Injury and Property Damage Liability $300,000 combined single limit each accident Personal Injury Protection Deductible applies to Named Insured and Spouse $10,000 Deductible: $1,000/person Comprehensive Actual Cash Value Deductible: $500 Collision Actual Cash Value Deductible: $500 Form VOI (07/13) DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E C) Century Risk Advisors CRA Consultative Insurance and Risk Management Advisors & Brokers May 10, 2022 Jason Walker 841 NW 67th Avenue Plantation, FL 33317 Re: Dear Jason: 1900 NW Corporate Blvd., Suite 400E Boca Raton, Florida 33431 Main Telephone: 561.409.2420 Facsimile: 561.367.3126 www.CenturyRiskAdvisors.com Errors and Omissions Policy Company: Lloyd's of London Syndicates; Policy Number: PSK0039460237 Effective Date: 5/9/2022 to Expiration Date: 5/9/2023 Thank you for selecting Century Risk Advisors as your insurance broker. We are pleased to enclose your new Errors and Omissions Policy as identified above for your records. While we have reviewed this insurance contract for accuracy, we urge you to take time to make certain that it agrees with your records and expectations and that no changes are needed at this time. In event of a loss or if a claim is made against you, please note the stated Claims Reporting provisions within your policy. We will be nappy toassist you in the reporting a claim on your behalf in accordance with these procedures. Please feel free to contact Gary S. R��'sh`efsky of me if you have any questions about your coverage or if any revisions to your policy may be required during the coverage term. We will be more than pleased to discuss any planned changes in your operations or exposures with you to advise of their potential impact/s on your insurance program. Kindly advise our office if a copy of your policy via USPS mail is desired in lieu of this electronic communication. We look forward to providing many years of outstanding service and counsel to you. Yours truly, Donna Haag Strandell Account Manager Direct Telephone: 561-409-2421 Email: donna.strandell@centuryra.com Offices in Boca Raton and Coral Gables DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E SURPLUS LINES INSURERS' POLICY RATES AND FORMS ARE NOT APPROVED BY ANY FLORIDA REGULATORY AGENCY. THIS INSURANCE IS ISSUED PURSUANT TO THE FLORIDA SURPLUS LINES LAW. PERSONS INSURED BY SURPLUS LINES CARRIERS DO NOT HAVE THE PROTECTION OF THE FLORIDA INSURANCE GUARANTY ACT TO THE EXTENT OF ANY RIGHT OF RECOVERY FOR THE OBLIGATION OF AN INSOLVENT UNLICENSED INSURER. FL SURPLUS LINES AGENT NOTIC Surplus Lines Agent — Eric Shapiro° (N License # E158590 1408 N. Westshore Blvd, Suite 810 Q V Tampa, FL 33607 /� �/ Retail Producer Contaft/ Crysial Romero -Sherman Retail Producer Address: 1900 NW Corporate Blvd. Suite 400E ‘.1' Boca Raton, FL 3343 Policy Number: PSK0039460237 Premium: $1,000.00 Company Fee: $100.00 Policy Fee: $ 250.00 Florida State Tax: $ 66.69 FL Service Office Fee: $ 0.81 Florida EMPA Surcharge: $ Agent Countersignature DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E rcfc Professions Policy document United States DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc PREAMBLE IMPORTANT: COVERAGE TRIGGERS. It is important for you to review this Policy in its entirety carefully, including CONDITION 1, as the trigger for coverage, including when you must notify us of a claim, under each Section and Insuring Clause may differ. Where cyber events or technology errors are not specifically excluded from a Section or Insuring Clause of this Policy, then a claim arising out of a cyber event or technology error which is otherwise covered under that Section or Insuring Clause will be payable, subject to all other terms, conditions and exclusions of this Policy. This Policy is a contract of insurance between you and us. Your Policy contains all the details of the cover that we provide. This Policy consists of and must be read together with the Declarations page and any Endorsements. This Policy is rVmplete unless it is signed and a .(Declarations page is attached. V The sections of this Policy are identified by the bl -S es across the page with white upper case print, these are for information purposes only - d of form part of the cover given by this Policy. Terms in bold upper case print aro specific Insuring Clauses, Sections or Conditions. Other terms in bold lower crint defined terms and have a special meaning as set forth in the Definitions section r�i f Isg1�i re. Words stated in the singular will include the plural and vice versa. AC1"...�.JO Ineys consideration of the pre ,:rrwat and and in reliance upon the information that you have provided to us prior to the commencemeht of this insurance, we agree to provide the cover as set out below: INSURING CLAUSES INSURING CLAUSE 1: PROFESSIONAL LIABILITY SECTION A: ERRORS AND OMISSIONS We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of your business activities for any: a. negligent act, error, omission, misstatement or misrepresentation; b. breach of any contractual term implied by law concerning necessary quality, safety or fitness, or your duty to use reasonable care and skill; c. defamation, including but not limited to libel, slander, trade libel, product disparagement, injurious falsehood, emotional distress or outrage based on harm to the character or reputation of any person or entity; CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E rcfc 2 d. loss or damage to any documents in paper format in your care, custody or control; or e. other act, error or omission giving rise to civil liability, but not any breach of contract other than as specified above. We will also pay costs and expenses on your behalf. SECTION B: BREACH OF CONTRACT We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period as a direct result of any unintentional breach of a contract with a client for the provision of your business activities. We will also pay costs and expenses on your behalf. SECTION C: SUB -CONTRACTOR VICARIOUS LIABILITY �o�i'i We agree to pay on your behalf all sums which you b� e legally obliged to pay (including liability for claimants' costs and expenses) as a resul y claim first made against you during the period of the policy or any applicable option nded reporting period as a direct result of any act, error or omission by any sub-contr4 e gged by you for the provision of your business activities. We will also pay costs and expenses (</O qo r IReNTf. SECTION D: CONTINGENT BODIK4)INJUD PROPERTY DAMAGE LIABILITY We agree to pay on your b4f all sums which you become legally obliged to pay (including liability for claimants' costs Ad expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of bodily injury or property damage caused as a direct result of your business activities. We will also pay costs and expenses on your behalf. SECTION E: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of the provision of your business activities for any: a. infringement of any intellectual property rights, breach of any intellectual property rights license acquired by you or failure to attribute authorship or provide credit; b. act of passing -off, piracy or plagiarism or any misappropriation of content, concepts, format rights or ideas or breach of a contractual warranty relating to intellectual property rights; c. misappropriation of a trade secret; CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc d. invasion, infringement or interference with rights of privacy or publicity, including false light, public disclosure of private facts, intrusion, breach of confidence and commercial appropriation of name or likeness; or e. breach of agreement, breach of confidentiality or promissory estoppel, in connection with the failure to maintain the confidentiality of a source or materials furnished by a source or the failure to portray a source or a subject in a certain light. We will also pay costs and expenses on your behalf. SECTION F: POLLUTION LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of pollution caused as a direct result of your business activities. We will also pay costs and expenses on your behalf. V. SECTION G: REGULATORY COSTS AND FINES cc/ We agree to pay on your behalf costs and exp<eis f(Ij� any fines or penalties as a result of any regulatory investigation first initiated a c>t yc®�t[.rring the period of the policy or any applicable optional extended reportin#ri d2►tsing directly out of the provision of your business activities. iO is, However, we will not pay co nd e yn es, fines or penalties in respect of any regulatory investigation affecting the environment in which you conduct your business activities, as opposed to any regulatory investigation solely affecting you. SECTION H: DISHONESTY OF EMPLOYEES We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of any dishonesty by any employee in the provision of your business activities. We will also pay costs and expenses on your behalf. SECTION I: PAYMENT OF WITHHELD FEES We agree to pay your withheld fees in the event that a client of yours brings or threatens to bring a claim against you that would be covered under INSURING CLAUSE 1 (SECTIONS A, B, C, D, E and H only) for an amount greater than your withheld fees if you attempt to recover the withheld fees from them. Prior to payment of your withheld fees you must obtain written confirmation from the client that they will not bring a claim against you if you agree not to pursue them for your withheld fees and provide it to us. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc INSURING CLAUSE 2: CYBER AND PRIVACY SECTION A NETWORK SECURITY AND PRIVACY LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including the establishment of any consumer redress fund and associated expenses) as a result of any claim arising out of a cyber event first discovered by you during the period of the policy that results in: a. the transmission of malware to a third party's computer system; b. your computer systems being used to carry out a denial of service attack; c. your failure to prevent unauthorized access to information stored or applications hosted on your computer systems; and d. identity theft, experienced by your employees or any third party. We also agree to pay on your behalf any fines, penalties and card brand assessments including fraud recoveries, operational reimbursements, non -cooperation costs and case management fees which you become legally obliged to pay as a dire ult of a payment card breach first discovered by you during the period of the policy. We will also pay costs and expenses on your behaflfi3O SECTION B: INCIDENT RESPONSE COSTS O` '10 , We agree to pay on your behalf any LEVSakerilelms necessarily incurred by you, or on your behalf, as a direct result of a cyber evefirst vered by you during the period of the policy to: a. gain access to our 24/7 " der Inci®n response hotline; b. engage with our cyb 'dent response team who will coordinate the initial response; c. obtain initial advice and consultancy from our cyber incident response team, including threat intelligence in relation to the cyber event; and d. obtain initial remote support and assistance from our cyber incident response team to respond to the cyber event. SECTION C: LEGAL, FORENSIC AND BREACH MANAGEMENT COSTS We agree to pay on your behalf any reasonable sums necessarily incurred by you, or on your behalf, as a direct result of a cyber event which is first discovered by you during the period of the policy to: a. obtain initial legal advice and draft privacy breach notices; b. notify any appropriate regulatory body, respond to and defend any regulatory investigation and pay any fines and penalties imposed on you as a direct result of the regulatory investigation; c. engage with an external IT security consultant to identify the source and scope of the cyber event, contain and remove any malware discovered on your computer systems and conduct a forensic investigation of your computer systems where reasonable and CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 5 necessary or as required by law or a regulatory body (including a requirement for a PCI Forensic Investigator); d. engage with a crisis communications consultant to obtain specific advice in direct relation to the cyber event; e. print and post appropriate notices for any individual affected by the cyber event or to send e-mail notices or issue substitute notices; and f. provide credit monitoring services, identity monitoring services, identity restoration services or identity theft insurance as appropriate to affected individuals including setting up a call center to manage inbound and outbound calls in direct relation to the cyber event. SECTION D: EXTORTION We agree to reimburse you for any ransom paid by you, or on your behalf, in response to an extortion demand first discovered by you during the perioof the policy as a direct result of any threat to: a. introduce malware, or the actual introductiC0malware, including ransomware, into your computer systems; b. prevent access to your computer sys4OnN or( �dot or any third party systems hosting your VV applications or data; c. reveal your confidential infor orkdseidential information entrusted to you; or d. damage your brand or rep iy.cNting false or misleading comments about you on social media sites. /iC` O SECTION E: SYSTEM DAMAGE AND RECTIFICATION COSTS We agree to reimburse you for the additional cost of employing: a. contract staff or overtime costs for employees to rebuild your data, including the cost of data re-entry or data re-creation; b. specialist consultants, including IT forensic consultants, to recover your data; and c. specialist consultants or overtime costs for employees working within your IT department to reconstitute your computer systems to the position they were in immediately prior to the cyber event; reasonably and necessarily incurred as a direct result of a cyber event first discovered by you during the period of the policy. SECTION F: SYSTEM BUSINESS INTERRUPTION AND REPUTATIONAL HARM We agree to reimburse you for your actual loss sustained and extra expense sustained during the indemnity period as a direct result of an interruption to your business activities caused by computer systems downtime arising directly out of a cyber event which is first discovered by you during the period of the policy, provided that the computer systems downtime lasts longer than the waiting period. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E We will also pay costs and expenses on your be cfc We also agree to reimburse you for your actual loss sustained during the reputational harm period as a direct result of the loss of current or future customers caused by damage to your reputation as a result of a cyber event first discovered by you during the period of the policy. SECTION G: CLAIM PREPARATION COSTS We agree to pay on your behalf any reasonable sums necessarily incurred to determine the amount of your actual loss sustained following an interruption to your business activities covered under INSURING CLAUSE 2 (SECTION F only). We will only pay these costs where they are incurred with an independent expert agreed by the claims managers. INSURING CLAUSE 3: COMMERCIAL GENERAL LIABILITY SECTION A BODILY INJURY AND PROPERTY DAMAGE LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of an claim arising out of bodily injury or property damage in the course of your business activitie<&ote occurring during the period of the policy. O nV SECTION B:PERSONAL AND ADVERTISIN I�IJRYOV We agree to pay on your behalf all s Vhi h. 6u become legally obliged to pay (including liability for claimants' costs and exp I�S�s) ass• suit of any claim arising out of personal injury or e advertising injury first occurring l g t eriod of the policy. We will also pay costs and e ses on your behalf. SECTION C: PRODUCTS AND COMPLETED OPERATIONS LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of bodily injury or property damage first occurring during the period of the policy caused directly by any product. We will also pay costs and expenses on your behalf. SECTION D: TENANTS' LEGAL LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of property damage to premises leased to, hired by, on loan to or held in trust by you or otherwise in your care, custody or control first occurring during the period of the policy. We will also pay costs and expenses on your behalf. SECTION E: MEDICAL EXPENSES We agree to pay medical expenses for bodily injury to a third party caused by an accident first occurring during the period of the policy in the course of your business activities, provided that: CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 7 a. the third party, at the time of the accident, is not entitled to benefits under any workers' compensation or disability benefits law or similar law; b. the medical expenses are incurred and notified to US within one year of the date of the accident; and C. the third party submits to examination, at our expense, by physicians of Our choice and as often as we reasonably require. We will make these payments regardless of fault. SECTION F: EMPLOYEE BENEFITS LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of any act, error or omission committed by you or on your behalf in the administration of your employee benefit program. We will also pay costs and expenses on your behalf. VV SECTION G: NON -OWNED AND HIREDAUTOMO ()ABILITY We agree to pay on your behalf all sums whin ome legally obliged to pay (including liability for claimants' costs and expenses s4)res� any claim arising out of bodily injury or property damage occurring during th 4ri d5'the policy in the course of your business activities resulting from the use or ratic*\bb you of any automobile that is not owned in whole or in part by the companyn the name of the company. We will also pay costs and expenses on your behalf. SECTION H: LIABILITY FOR DAMAGE TO HIRED OR LEASED AUTOMOBILES We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of property damage to an automobile leased to or hired by you from a third party occurring during the period of the policy in the course of your business activities. We will also pay costs and expenses on your behalf. INSURING CLAUSE 4: COMMERCIAL PROPERTY SECTION A PROPERTY DAMAGE We agree to reimburse you for any reasonable sums necessarily incurred to repair or rebuild your premises as a direct result of damage to your premises first occurring during the period of the policy. SECTION B: GENERAL CONTENTS DAMAGE We agree to reimburse you for any reasonable sums necessarily incurred to repair or replace your general contents that have been lost or damaged during the period of the policy. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 8 SECTION C: PORTABLE CONTENTS We agree to reimburse you for any reasonable sums necessarily incurred to repair or replace your portable contents, including laptops, mobile phones, cameras and other portable electronic equipment and tools that have been lost or damaged at or away from your premises during the period of the policy. SECTION D: STOCK DAMAGE We agree to reimburse you for any reasonable sums necessarily incurred to repair or replace your stock that has been lost or damaged during the period of the policy. SECTION E: ADDITIONAL CONTENTS COVER We agree to reimburse you for any reasonable sums necessarily incurred to repair or replace: a. general contents in transit, including by parcel post and courier; b. general contents while at an exhibition site or in tiydystody of a sales representative; c. materials, machinery and equipment that yo install, provided you are legally liable for t they are not left unattended for more tht ou have leas ran been contracted by a third party to aterials, machinery and equipment and secutive days; and d. general contents that y e�i, tgdi 'ned or entrusted to a third party for up to a maximum period of 30 conse, that have been lost or damaged du 'I9he plod of the policy. SECTION F: ADDITIONAL EXPFS O We agree to reimburse you f any reasonable sums necessarily incurred: a. to make temporary repairs to, expedite permanent repairs for, or expedite permanent replacement of, your premises or contents; b. to remove any debris; c. to extract pollutants from land or water; d. for professional services including architects, surveyors and engineers; e. to establish the value of the damage to your premises or contents; f. to locate the source of any water or oil leak, including the repair of any subsequent damage as a direct result of locating the water or oil leak; g. for rental payments you are legally obliged to pay during any period which your premises are unusable; h. for any fire department charges you incur; i. to re -charge fire extinguishing equipment; j. for security guard services to temporarily safeguard your damaged premises; and k. for a ransom paid for information directly leading to a conviction for any act of arson; as a direct result of damage to your premises or contents, or the loss of your contents, occurring during the period of the policy. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 9 SECTION G: NEWLY ACQUIRED OR CONSTRUCTED PROPERTY We agree to reimburse you for any reasonable sums necessarily incurred to repair or rebuild any additional premises acquired or constructed byyou during the period of the policy, and to repair or replace your contents at these premises, as a direct result of damage to the additional premises or contents first occurring during the period of the policy provided that you give us written notice within 60 days of the acquisition or commencement of construction and agree to any additional premium and terms of coverage required by us. SECTION H: ORDINANCE OR LAW We agree to reimburse you for the reasonable additional costs to repair or rebuild your premises to the minimum standards required to comply with the current building regulations and laws as a direct result of damage to your premises first occurring during the period of the policy. INSURING CLAUSE 5: BUSINESS INTERRUPTION SECTION A: ACTUAL LOSS SUSTAINED We agree to reimburse you for your actual loss susta result of an interruption to your business activitie liked by: uring the indemnity period as a direct a. damage to your premises or conten t<er t riedamage causing failure in the supply of water, gas, electricity, telephone rnel Vtour premises; b. damage to third party proper i t vicinity of your premises which prevents access to your premises; 2 c. damage to the proper f one our suppliers, other than a supplier of water, gas, electricity, telephone d. failure in the supply oT water, gas, electricity, telephone or Internet to your premises for more than 24 consecutive hours as a direct result of damage to your premises or the property ofyour supplier of water, gas, electricity, telephone or Internet; ternet; or first occurring during the period of the policy. SECTION B: RENTAL INCOME We agree to reimburse you for your actual loss sustained during the indemnity period as a direct result of a reduction in your rental income caused by damage to your premises first occurring during the period of the policy. SECTION C: EXTRA EXPENSE We agree to reimburse you for any reasonable sums over and above your normal operating expenses incurred to: a. mitigate an interruption to and continue your business activities during the indemnity period, provided that the costs are less than the expected actual loss sustained had these measures not been taken; and CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 10 b. re -locate to alternative premises during the indemnity period, if you and we agree that it is not practicable or reasonable for you to repair or rebuild the damaged premises. SECTION D: NEWLY ACQUIRED OR CONSTRUCTED PROPERTY We agree to reimburse you for your actual loss sustained during the indemnity period as a direct result of an interruption to your business activities caused by damage to any additional premises acquired or constructed by you during the period of the policy, provided that you give us written notice within 60 days of the acquisition or commencement of construction and agree to any additional premium and terms of coverage required by us. SECTION E: PROFESSIONAL FEES We agree to reimburse you for any reasonable sums necessarily incurred for professional fees to establish the value of your actual loss sustained as a direct result of an interruption to your business activities. INSURING CLAUSE 6: LOSS MITIGATION In respect of INSURING CLAUSE 1, we agree to reim incurred by you with our prior written agreem respect of measures taken by you to rectify may result in a claim for which you wou measures not been taken, provided t a. these rectification meas avoiding a claim; and Q b. the costs in respect these expected value of the claim. you for any reasonable costs necessarily hich will not be unreasonably withheld) in for omission that resulted in a claim or to indemnity under this Policy had these n for the sole purpose of mitigating the claim or rectification measures taken by you are less than the We will not make any payment under this Insuring Clause in respect of any costs that include any provision for: a. salaries or other remuneration of employees; b. your loss of profit; c. your normal operating expenses; or d. goodwill payments or other amounts that you are not contractually obliged to pay. INSURING CLAUSE 7: COURT ATTENDANCE COSTS We agree to reimburse you for any reasonable sums necessarily incurred by you with our prior written agreement (which will not be unreasonably withheld) to attend court or any tribunal, arbitration, adjudication, mediation or other hearing in connection with any claim for which you are entitled to indemnity under this Policy. INSURING CLAUSE 8: REPUTATION AND BRAND PROTECTION We agree to reimburse you for any reasonable sums necessarily incurred with our prior written agreement (which will not be unreasonably withheld) for the services of a public relations CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority e1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 11 consultancy to avert or mitigate damage to your reputation or brand as a direct result of any media report that names you and publicizes an act or event that is the subject of a claim for which you are entitled to indemnity under this Policy. HOW MUCH WE WILL PAY The maximum amount payable by us in respect of each Section and each Insuring Clause will not exceed the limit of liability. In respect of all coverages other than INSURING CLAUSES 4 and 5, where any claim is covered under multiple Sections each Section will cover its part of the claim to the extent of the available limit of liability. In the event any Section covering the claim is exhausted no other Section of the Policy covering the claim will provide additional cover. Re ardless of how many Sections cover any claim only one overall limit of liability will be avail nd this will be the highest limit of liability of the Sections covering the claim. The limits ility available, other than the highest limit of liability, under the other Sections coveri Q claim will always be a part of and not in addition to the highest limit of liability. For thekeefthis paragraph, INSURING CLAUSES 6, 7 and 8 will each be considered a Section. 40 Ori/ Where more than one claim under olikarises from the same original cause or single source or event, all of those claimck.'F)ned to be one claim and only one limit of liability will be payable. Q 0� Q We may at any time pay to ypu in connection with any claim the amount of the limit of liability (after deduction of any amounts already paid). Upon that payment being made we will relinquish the conduct and control of the claim and be under no further liability in connection with that claim except for the payment of costs and expenses incurred prior to the date of such payment (unless the limit of liability is stated to be inclusive of costs and expenses). If costs and expenses are stated in the Declarations page to be in addition to the limit of liability, or if the operation of local laws require costs and expenses to be paid in addition to the limit of liability, and if a damages payment in excess of the limit of liability has to be made to dispose of any claim, our liability for costs and expenses will be in the same proportion as the limit of liability bears to the total amount of the damages payment. In respect of INSURING CLAUSE 4 (SECTIONS A, B and C only), the co-insurance percentage is 85%. This means that if the amount insured for any building address is less than 85% of the total cost to repair, replace or rebuild your premises or contents at that building address, the amount insured will be reduced in the same proportion that it bears to the co-insurance percentage amount. Example for calculating under insurance: CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E rcfc 12 a. Total cost to repair, replace or rebuild all of your premises at building address 1 = $500,000; b. 85% of $500,000 = $425,000; c. Amount insured for premises at building address 1 = $400,000; d. Therefore if a $450,000 loss for damage to the premises at building address 1 occurs, we would pay $376,470; e. This has been calculated as the amount insured / co-insurance percentage amount of the total cost to repair, replace or rebuild x amount insured ($400,000 / $425,000 x $400,000 = $376,470). If we pay to replace your general contents or portable contents, we will do so on a new for old basis. YOUR DEDUCTIBLE We will only be liable for that part of each and p+,J claim which exceeds the amount of the deductible. If any expenditure is incurred by u ( s within the amount of the deductible, then you will reimburse that amount to us uen ouz est. olick es from the same original cause or single Where more than one claim under source or event all of those claime,de�ned to be one claim and only one deductible will apply. Q<Z 0 In respect of INSURING CLAIJSE 2 (SECTION F only), a single waiting period, deductible and indemnity period will apply to each claim. Where the same original cause or single source or event causes more than one period of computer systems downtime these will be considered one period of computer systems downtime whose total duration is equal to the cumulative duration of each individual period of computer systems downtime Where cover is provided under multiple Sections or multiple Insuring Clauses only one deductible will apply to that claim and this will be the highest deductible of the Sections under which cover is provided. DEFINITIONS 1. "Actual loss sustained" means your income that, had the incident which gave rise to the claim not occurred, would have been generated directly from your business activities (less sales tax) during the indemnity period, less: CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc a. actual income (less sales tax) generated directly from your business activities during the indemnity period; and b. any cost savings achieved as a direct result of the reduction in income. 2. "Administration" means a. advising employees, including their dependents and beneficiaries, in respect of your employee benefit program; b. handling records in respect of your employee benefit program; and c. effecting enrolment or termination of any employee's participation in a plan included in your employee benefit program. 3. "Advertising injury" means a. oral or written publication of defamatory content; b. oral or written publication of content that violates a person's right of privacy; or c. infringement of copyright, trade dress, slogan orAthird party's advertising idea; 4. "Approved claims panel providers" means VO the approved claims panel providers stat ir'1►th IrParations page. 5. "Bodily injury" means < ('V lut death, bodily injury, mental inju es os' loisease. 6. "Building address" means Q a building address state In the Commercial Property and Business Interruption Sub -limits Declarations page. in your advertising or promotional material. 7. "Business activities" means the business activities stated in the Declarations page. 8. "Claim" means a. a written demand for compensation; b. a written request for a retraction or a correction; c. a threat or initiation of a lawsuit; and d. in respect of INSURING CLAUSES 1 (SECTION G only) and 2 (SECTION A only), a regulatory investigation; made against you. 9. "Claims managers" means the claims managers stated in the Declarations page. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 10. "Client" means any third party with whom you have a contract in place for the supply of your business activities in return for a fee, or where a fee would normally be expected to be paid 11. "Company" means the company named as the Insured in the Declarations page or any subsidiary. 12. "Computer systems" means all electronic computers including operating systems, software, hardware, microcontrollers and all communication and open system networks and any data or websites wheresoever hosted, off-line media libraries and data back-ups and mobile devices including but not limited to smartphones, iPhones, tablets or personal digital assistants. 13. "Contents" means a. general contents; b. stock; and c. portable contents. 14. "Continuity date" means the inception date or if you have maim d y,r(�I'1 rrupted insurance of the same type with us, the date this insurance was first i 15. "Costs and expenses" means us. a. third party legal a4 .rofes�nal expenses (including disbursements) reasonably incurred in the .r- -nse of claims or circumstances which could reasonably be expected to give rise to a claim or in quashing or challenging the scope of any injunction, subpoena or witness summons; b. any post judgment interest; and c. the cost of appeal, attachment and similar bonds including bail and penal bonds. Subject to all costs and expenses being incurred with the claims managers' prior written agreement (which will not be unreasonably withheld). 16. "Cyber event" means any actual or suspected: a. unauthorized access to or electronic attack designed to damage, destroy, corrupt, overload, circumvent or otherwise impair the functionality of: i. in respect of INSURING CLAUSE 2, computer systems used directly by you; and ii. in respect of all other INSURING CLAUSES, any computer systems; including a denial of service attack, cyber terrorism, hacking attack, Trojan horse, phishing attack, man -in -the -middle attack, application -layer attack, compromised key attack, malware infection (including spyware or ransomware) or computer virus; or CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc b. privacy breach. "Cyber event" does not mean technology error. 17. "Cyber incident response hotline" means the cyber incident response hotline stated in the Declarations page. 18. "Cyber incident response team" means 19. "Deductible" means the cyber incident response team accessible onV` � `Zyber incident response hotline. V the amount stated as the deductible i eons page. 20. "Earth movement" means � any type of earth moveme ,pcIu6' earthquake, subsidence, landslide, erosion or the expansion or contraction ofqpi. Vv "Earth movement" does not mean any sinkhole collapse. 21. "Employee" means any employee of the company and any volunteer working for the company. 22. "Employee benefit program" means the company's insurance, pension or other benefit programs. 23. "Expiry date" means the expiry date stated in the Declarations page. 24. "Extra expense" means your reasonable sums necessarily incurred in addition to your normal operating expenses to mitigate an interruption to and continue your business activities, provided that the costs are less than your expected actual loss sustained had these measures not been taken. 25. "Flood" means a. surface water, underground water, waves, tides, tidal waves, tsunamis or overflow of any body of water; CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 16 b. mudslide or mudflow; or c. water or sewerage from a backed up sewer, sump, septic tank or drain. 26. "General contents" means items that the company owns or is legally responsible for, other than stock and portable contents, that are used primarily in connection with your business activities and are not permanently attached to a building, including: a. improvements made to the premises by you as a tenant, including decorating, flooring, internal fixtures and fittings, aerials and satellite dishes; b. desktop computer hardware and ancillary equipment (including monitors, keyboards and printers); c. television, photocopying and telecommunications equipment; d. wines, spirits and tobacco kept for entertainment purposes; e. works of art and precious metals; f. valuable documents including plans and desi ; - in paper format; g. heating oil contained in fixed tanks in the ..- at your premises; h. refrigeration, ventilation, cooking, disjfii and laundry appliances; i. locks and keys, provided this is n scaryaintain the security of your premises or cis) j. patterns, models, molds, pl kAnd dWgri ; k. any trailer, provided tha s nached from, being attached to, or being detached from, a motor vehicl qi n timage occurred; I. outdoor signs loc on the premises; and m. cash, bank and cu rency notes, checks, bankers drafts, share and bond certificates, provided the loss or damage occurs whilst in a locked safe at your premises or whilst in secure transit. "General contents" also means the personal belongings of any employee or visitor whilst at your premises, provided they are not covered under any other insurance. 27. "Inception date" means the inception date stated in the Declarations page. 28. "Indemnity period" means the period starting from: a. in respect of INSURING CLAUSE 2 (SECTION F only), the first occurrence of the computer systems downtime; b. in respect of INSURING CLAUSE 5, the: i. date the damage or prevention of access was first discovered; or ii. initial 24 consecutive hours you have no water, gas, electricity, telephone or Internet services has passed; CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Professions 0.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 17 and lasting for the indemnity period stated in the Declarations page. 29. "Intellectual property rights" means any intellectual property right including, but not limited to, copyright, trademark, trade dilution, trade dress, design rights, domain name rights, moral rights, service mark or service name, but not including any patent. 30. "Limit of liability" means if expressed in the Declarations page as: a. "limit of liability" or "amount insured", the maximum amount payable by us in respect of each claim; or b. "aggregate limit of liability" or "aggregate amount insured", the maximum amount payable by us in respect of all claims under this Policy. 31. "Medical expenses" means reasonable and necessary expenses for: a. first aid administered at the time of aid t; 0 b. medical, surgical, x-ray and denta r 'ce I ding prosthetic devices; and c. ambulance, hospital, professiod funeral services. 32. "Payment card breach" means �` an actual or suspected unauti�tize you arising out of an elq?nic attac rogue employee. i losure of payment card data stored or processed by accidental disclosure or the deliberate actions of a "Payment card breach" does not mean a situation where payment card data is deliberately shared with or sold to a third party with the knowledge and consent of a senior executive officer. 33. "Period of the policy" means the period between the inception date and the expiry date or until the Policy is canceled in accordance with CONDITION 6. 34. "Personal injury" means a. false arrest, detention or imprisonment; b. malicious prosecution; or c. wrongful entry into, or eviction of a person from, a room, dwelling or premises that the person occupies. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 18 35. "Pollutants" means any solid, liquid, gaseous, radiological or thermal irritant, toxic or hazardous substance, or contaminant including, but not limited to smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste materials, including recycled, reconditioned or reclaimed materials. 36. "Pollution" means the discharge, dispersal, release, migration, seepage or escape of pollutants. 37. "Portable contents" means items that the company owns or is legally responsible for that are used primarily in connection with your business activities and designed to be portable, regardless of whether you use these as portable items, including laptops, mobile phones, electronic tablets, cameras, tools and video, photographic, surveying and portable telecommunications equipment. V/// 38. "Premises" means `. a. the building; O b. any completed extension to the buil c. any permanently installed machi nd496ment; d. any permanently attached fixt ndlgs; e. landlord's fixtures and fitti y 1� f. retaining walls, outdoor -49: i , gtec, fiences, yards, car parks, roadways and pavements; g. trees, shrubs, plants. lawn h. piping, ducting, c Ls, wires and accessories extending to the public mains that you are responsible for; and i. fixed glass in windows, doors, skylights, mirrors fixed to the building, glass showcases and shelves fixed to the building, sanitary fixtures and fittings and other fixed glass; at the building address. 39. "Premium" means the amount stated as the premium in the Declarations page and any subsequent adjustments. 40. "Privacy breach" means an actual or suspected unauthorized disclosure of information arising out of an electronic attack, accidental disclosure, theft or the deliberate actions of a rogue employee or third party, including Personally Identifiable Information (PII), Protected Health Information (PHI) and payment card information. "Privacy breach" does not mean a situation where information is deliberately shared with or sold to a third party with the knowledge and consent of a senior executive officer. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 19 41. "Product" means any tangible property that has been manufactured, altered, distributed or installed by you or on your behalf. 42. "Property damage" means direct physical damage to, destruction of, loss of possession or loss of use of tangible property. 43. "Regulatory investigation" means a formal hearing, official investigation, examination, inquiry, legal action or any other similar proceeding initiated by a governmental, regulatory, law enforcement, professional or statutory body against you. 44. "Rental income" means a. the anticipated gross rental income from tenant occupancy of your premises; b. the amount of all charges which are the legal 1: nation of the tenants, which would otherwise be your obligation; and c. the fair rental value of any portion ofyour@i'nises which is occupied by you. 45. "Reputational harm period" means the period starting from when the cy e rst discovered and lasting for the period stated as the reputational harm per' th D larations page. N\ <pp46. "Retroactive date" means � (\< i the retroactive date statedt1�e Dec ations page. 47. "Senior executive officer" tans board members, C-level executives, in-house lawyers and risk managers of the company. 48. "Stock" means a. stock; b. samples; c. merchandise goods; and d. goods held in trust; whilst at your premises, in transit, or at the premises of your customer or supply chain partner provided that you are legally responsible for them. "Stock" also means stock that has been sold by you to a third party on a deferred payment plan, however, the maximum amount we will pay is the limit of liability or an amount equal to any unpaid balance, whichever is less. 49. "Subsidiary" means any entity which the company has majority ownership of, meaning more than 50% ownership, on or before the inception date. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E rcfc 50. 'Technology error" means any: 20 a. unintentional human error in entering, processing or amending electronic data within any computer systems or in the upgrading, maintenance or configuration of any computer systems; or b. application bug, internal network failure, external network failure or hardware failure directly impacting any computer systems which renders them incapable of supporting their normal business function; that does not arise directly or indirectly out of any cyber event. 51. 'Third party" means any person who is not an employee or any legal entity that is not the company. 52. "Waiting period" means k,✓ the number of hours stated as the waiting period ee Declarations page. 53. "We/our/us" means the underwriters stated in the Declarati ag . 54. "Withheld fees" means v t1\5 any contractually due fee that ? Ii@tfj aefuses to pay you, but excluding any part of the fee that represents your profit r liability for taxes. 55. "You/your" means a the company; b. any past, present or future employees solely acting in the normal course of the company's business activities; c. the estates, heirs, legal representatives or assigns of any employee in the event of their death, incapacity, insolvency or bankruptcy but only with respect to any act, error or omission committed or alleged to have been committed by the employee while acting in their capacity as employee; and d. the parent, spouse, domestic partner, civil partner or child of any employee but only in respect of any claim made against them by reason of: i. their status as parent, spouse, domestic partner, civil partner or child of the employee; or ii. their ownership or interest in property which the claimant seeks as recovery for an alleged act, error or omission committed by the employee while acting in their capacity as employee. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc EXCLUSIONS We will not make any payment under this Policy: EXCLUSIONS RELATING TO PROFESSIONAL LIABILITY In respect of INSURING CLAUSE 1 only: 1. Workmanship arising directly out of any physical workmanship in manufacture, fabrication, construction, erection, installation, assembly, alteration, servicing, remediation, repair, demolition or disassembly (including any materials, parts or equipment furnished in connection therewith) by you or on your behalf. EXCLUSIONS RELATING TO CYBER AND In respect of INSURING CLAUSE 2 only: 2. Betterment PRIVACY �I which results in you being in a better finpp;ition or you benefiting from upgraded versions of your computer systems as a i// t ct re I ff the event which gave rise to the claim under this policy. (Ci 51/ However, in the event of a A�i�rfgat�a2k, malware infection or computer virus, when rebuilding your computer sv afII pay the additional costs and expenses incurred to install a more secure an. c• ient version of the affected computer system, provided that the maximum amount we wi pay is 25% more than the cost that would have been incurred to repair or replace the original model or license. Under no circumstances will we pay the cost of acquiring or installing computer systems which did not form a part of your computer systems immediately prior to the incident which gave rise to the claim. 3. Core internet infrastructure failure arising directly from a failure, material degradation or termination of any core element of the internet, telecommunications or GPS infrastructure that results in a regional, countrywide or global outage of the internet or core telecommunications network, including a failure of the core DNS root servers, satellite network or the IP addressing system or an individual state or non -state actor turning off all or part of the internet. 4. Power and utility failure arising directly or indirectly from any: a. failure in the power supply, including that caused by any surge or spike in voltage, electrical current or transferred energy; or b. failure, disruption or reduction in the supply of utilities, including but not limited to gas and water infrastructure or services. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 5. Property and hardware costs for any tangible property repair or replacement including the cost of repairing any hardware or replacing any tangible property or equipment that forms part of your computer systems. However, where repairing or replacing hardware or tangible property or equipment is a more practical and cost effective solution than installing new firmware or software onto your existing components, we will pay the costs required to do so. 6. Regular hours staff costs for contracted salary and bonus costs paid to employees. 7. Unlawful surveillance in respect of any actual or alleged eavesdropping 41,f(apping, or unauthorized audio or video recording committed by you or by a third •_ '; •n your behalf with the knowledge and consent of your senior executive officers. In respect of INSURING CLAUSE 2, SECTIONS 8. Business interruption liability for that part of any claim that cVitutebNcual or alleged liability to a third party, or legal costs in the defense of any cl-L " nclJ4 customer compensation. EXCLUSIONS RELATING T OMMERCIAL GENERAL LIABILITY In respect of INSURING CLAD E 3 only: 9. Faulty workmanship for the cost to repair or replace, including any ensuing financial loss: a. that part of any property that has been damaged by you, or a third party operating on your behalf, during its construction, distribution or installation; b. that part of any property as a direct result of faulty workmanship by you, or a third party operating on your behalf, during its construction or installation; or c. any undamaged property that contains any product, unless the product which the property contains has been damaged as a direct result of a sudden, unintended and unexpected incident after it has left your care, custody or control. 10. Financial loss arising directly or indirectly out of third party financial loss, other than third party financial loss directly resulting from bodily injury, personal injury, advertising injury or property damage. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 11. Land or water arising directly or indirectly from damage by any description to land or water within or below the boundaries of any land or premises presently or at any time previously owned or leased by you or otherwise in your care, custody or control. 12. Long term hired or leased automobiles arising directly or indirectly out of any bodily injury or property damage caused: a. whilst driving an automobile which has been on hire from or leased to you by a third parry for more than 30 consecutive days; or b. by any trailer attached to an automobile stated in a. above. 13. Marine and aviation arising directly or indirectly from the ownership, possession or use by you, or on your behalf, of V1/ f10 meters in length; or n, offshore rig or offshore platform. any: a. watercraft, other than any hovercraft, in e b. aircraft, drone, hovercraft, offshore inset 14. Property in your care, custody or control arising directly or indirectly out of pr care, custody or control. /\1\ However, this Exclusion will n�6�ppl�ISURING CLAUSE 3 (SECTIONS D, G and H only). In respect of INSURING CLAN 3, SECTION B: e to third party property which is in your 15. Content advertised prior to the continuity date arising directly or indirectly out of any advertisement that was first published prior to the continuity date. In respect of INSURING CLAUSE 3, SECTION F: 16. Benefit laws arising directly or indirectly out of your failure to comply with the mandatory provisions of any law concerning workers' compensation, unemployment insurance, social security, disability benefits or pension benefits. 17. Employee benefit program advice arising directly or indirectly from advice given to any person to participate or not to participate in any plan included in your employee benefit program or the failure of any investment to perform as represented by you. EXCLUSIONS RELATING TO COMMERCIAL PROPERTY In respect of INSURING CLAUSE 4 only: CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 18. Excluded property for the costs to repair, replace or rebuild: a. the foundations of the premises; b. the foundations of any structure, machinery or boiler contained inside of the premises if they are below the lowest basement floor or ground level if there is no basement; or c. land or growing crops. 19. Theft from an unlocked vehicle arising directly or indirectly out of theft of contents from any vehicle, unless the vehicle was locked at the time the theft occurred and there are signs of forced entry. EXCLUSIONS RELATING TO ALL INSURING CLAUSES 20. Advertising injury arising directly or indirectly out of advertising injury. V However, this Exclusion will not apply to INSURI © USE 3 (SECTION B only). 21. Antitrust for or arising out of any actual or rust violation, restraint of trade, unfair competition, false, deceptive or un ctices, violation of consumer protection laws or false or deceptive advertisin QQ vJ a. where specifically cQSed unnr INSURING CLAUSE 2 for which you have purchased cover; or b. any covered portion of any claim based on your alleged unauthorized use of a third party's trademark. 22. Asbestos arising directly or indirectly out of the manufacturing, mining, use, sale, installation, removal, distribution of or exposure to asbestos, materials or products containing asbestos or asbestos fibers or asbestos dust. However, this Exclusion will not apply to INSURING CLAUSE 1. 23. Associated companies a. in respect of any claim made by any company, firm or partnership in which the company has greater than a 15% executive or financial interest, unless the claim emanates from an independent third party; b. in respect of any claim made by any company, firm, partnership or individual which has greater than a 15% executive or financial interest in the company, unless the claim emanates from an independent third party; CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc c. arising out of or resulting from any of your activities as a trustee, partner, officer, director or employee of any employee trust, charitable organization, corporation, company or business other than that of the company; or d. in respect of any claim made by or on behalf of the company against a third party. 24. Auto arising directly or indirectly from the ownership, possession or use of any motor vehicle or trailer other than bodily injury or property damage: a. caused by the use of any tool or equipment forming part of or attached to or used in connection with any motor vehicle or trailer; b. occurring beyond the limits of any carriageway or thoroughfare and caused by the loading or unloading of any motor vehicle or trailer; c. arising out of the use of any motor vehicle or trailer temporarily in your custody or control for the purpose of parking; or d. occurring beyond the limits of any carriagew thoroughfare and caused by the use of any unlicensed vehicle, including bu1{r limited to snowmobiles and all -terrain vehicles, in the course of your busine ivvvitjt; provided always that we will not make pa off in respect of any legal liability for which compulsory insurance or security is A►' ackoy gislation or for which a government or other authority has accepted responsi i 'tO %\ i However, this Exclusion wil�appl/Z)NSURING CLAUSE 3 (SECTIONS G and H only). 25. Bodily injury ` in respect of INSURING CLAUSES 1 and 2, arising directly or indirectly out of bodily injury. However, this Exclusion will not apply to: a. INSURING CLAUSE 1 (SECTION D only); or b. INSURING CLAUSES 1 (SECTIONS A and E only) and 2 (SECTION A only) for any claim as a direct result of mental injury or emotional distress. 26. Breach of contract arising directly out of any breach of contract. However, this Exclusion will not apply to: a INSURING CLAUSES 1 (SECTIONS A, B and E only) and 2 (SECTION A only); or b. INSURING CLAUSE 3 (SECTION B only) if liability would have attached in the absence of that contract. 27. Catastrophe perils in respect of INSURING CLAUSES 4 and 5, arising: CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 26 a. directly or indirectly out of earth movement or flood, except for: i. ensuing financial loss or property damage which results directly from fire, explosion, smoke or leakage from fire protective equipment; or ii. ensuing property damage while in transit; b. directly out of windstorm, including any windstorm which is given a name by the National Hurricane Center, or hail, regardless of any other cause or event that contributes concurrently or in any sequence to the financial loss or property damage; or c. directly or indirectly out of rain, snow, sand or dust, whether driven by wind or not, if that financial loss or property damage would not have occurred but for the windstorm or hail. 28. Chargebacks for any credit card company or bank, wholly or partialiVersing or preventing a payment transaction. However, this Exclusion will not apply to INSULAUSE 2 (SECTION A only). 29. Collection of private data without conse arising directly or indirectly from you - "al dry 11'eged failure to obtain agreement from any private individual before collecti .ri bar processing any of their personal information, including but not limited to into sew istory and internet browsing habits. Q30. Communicable diseases ` "� in respect of INSURING CUSES 4 and 5, arising directly or indirectly out of, or in any way relating to any actual, threat or fear of any pathogen or disease, including any virus, bacterium, parasite or variation of these, which can be transmitted by any means directly or indirectly from any organism to another organism and can cause, or have the potential to cause: a. damage to human health or welfare; or b. physical damage or destruction to tangible property, including the deterioration, loss of use or reduction in value or marketability of the tangible property. 31. Cyber events arising directly or indirectly out of any cyber event. However, this Exclusion will not apply to INSURING CLAUSE 2. 32. Defamation arising directly or indirectly out of defamation. However, this Exclusion will not apply to INSURING CLAUSES 1 and 3 (SECTION B only). CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 27 33. Directors and officers liability arising out of any personal liability incurred by your senior executive officers when they are acting in that capacity or managing you, or arising from any statement, representation or information regarding your business contained within any accounts, reports or financial statements. 34. Electronic data in respect of INSURING CLAUSES 4 and 5, for: a. any costs incurred to retrieve, restore, rebuild or recover any electronic data or application, including any costs to reconstitute any electronic data or application; b. the actual value of any electronic date or application; or c. that part of any actual loss sustained arising out of, or attributable to in any way, the loss, the loss of use, reduction in functionality, damage or corruption of any electronic data or application. `,�IV_ 35. Employers' liability V arising directly or indirectly out of bodily inju t Our employees. 5) V �#V 36. Employment disputes arising directly or indirectly out of a a. employer -employee re . i�_ -s, p(yl ies or practices; b. actual or alleged ref . to emLby any person; c. actual or alleged :l• .ch by any employee of any term or condition of any express or implied contract between them and any past employer of theirs, including breaching any restrictive covenant, covenant not to compete, non -disparagement agreement, confidentiality agreement or non -solicitation agreement; or d. actual or alleged conduct by you that defames, libels, slanders, disparages or harasses any past employer of any employee or interferes with any past, present or prospective employment or contractual relationship between any employee and any past employer of theirs. 37. Equipment breakdown in respect of INSURING CLAUSES 4 and 5, arising directly from the breakdown, explosion or collapse of any electrical or mechanical equipment including air conditioning, refrigeration, boiler, computer and communication equipment. 38. ERISA based upon the Employment Retirement Income Security Act of 1974, and any amendment thereto, or any rules or regulations promulgated thereunder. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 28 39. Excluded causes in respect of INSURING CLAUSES 4 and 5, arising directly or indirectly out of: a. wear and tear, an inherent defect, rot, vermin, infestation, ground heave, subsidence, landslip or any other gradually operating cause; b. frost, other than property damage due to water leaking from burst pipes forming part of the permanent internal plumbing provided the premises are occupied and in use; c. any voluntary parting with, or transfer of, your premises or contents, if induced to do so by fraud or misrepresentation; or d. any unexplained loss or mysterious disappearance. 40. Extended warranty arising directly or indirectly out of any extended warranty agreement, unless liability would have attached in the absence of that agreement. - 41. Insolvency GV/1/ arising out of or relating directly or indirect) your insolvency or bankruptcy, or the insolvency or bankruptcy of any third party. v ver your insolvency will not relieve us of any of our legal obligations under this contr t insprace where this insolvency does not give rise to a claim under this Policy. CV (<./\;1, arising directly or indirectly ojaf anyingement of intellectual property rights. However, this Exclusion v of apply to INSURING CLAUSES 1 (SECTION E only) or 3 (SECTION B only). 42. Intellectual property rights 43. Investment advice arising out of or relating directly or indirectly to investment advice or information or a failure to provide investment advice or information. 44. Known claims and circumstances arising out of any actual or suspected cyber event, claim or circumstance which might give rise to a claim under this Policy of which a senior executive officer was aware of, or ought reasonably to have been aware of, prior to the continuity date, including any claim or circumstance notified to any other insurer. 45. Legal action where an action for damages is brought in a court of law outside the legal action territories stated in the Declarations page, or where an action is brought in a court of law within those territories to enforce a judgment outside of those territories whether by way of reciprocal agreement or otherwise. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 29 46. Liquidated damages, service credits and penalty clauses for liquidated damages or service credits, or arising out of penalty clauses unless you would have been liable in the absence of any contract stipulating the liquidated damages or service credits or penalty clauses. 47. Loss of economic value for the reduction in economic or market value (including loss of potential future sales) of any of your intellectual property assets. 48. Misleading advertising arising directly or indirectly from any advertisement, promotion or product description that is actually or alleged to be false or misleading. However, this Exclusion will not apply to INSURING CLAUSES 2 (SECTION A only) and 3 (SECTION B only). 49. Nuclear arising directly or indirectly from or contribut a. ionizing radiations or contamina ti(//1/ N-Sy: ctivity from any nuclear fuel or from any nuclear waste from the comb of r� lear fuel; or b. the radioactive, toxic, explcOe or N\Nr hazardous properties of any explosive nuclear assembly or nuclear c:.. en<t 50. Other insurance for which you are entitled r indemnity under any other insurance except for: a. any additional sum which is payable over and above the other insurance where that insurance has been declared to us; or b. any contribution that we are obliged to make by law and that contribution will be in proportion to the indemnity available under the policies. 51. Patent infringement arising directly or indirectly out of the actual or alleged infringement or inducement of infringement of any patent, including any application for a patent that has not yet been granted. 52. Payment card industry related fines, penalties and assessments for fines, penalties and card brand assessments, including fraud recoveries, operational reimbursements, non -cooperation costs and case management fees which you become legally obliged to pay your acquiring bank or payment processor as a direct result of a payment card breach. However, this Exclusion will not apply to INSURING CLAUSE 2 (SECTION A only). CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 53. Personal injury arising directly or indirectly out of personal injury. However, this Exclusion will not apply to INSURING CLAUSE 3 (SECTION B only). 54. Personal liability in respect of any action brought against any past, present or future employee, unless arising directly out of work performed for the company. 55. Pollution arising directly or indirectly out of pollution. However, this Exclusion will not apply to INSURING CLAUSES 1 (SECTION F only), 4 and 5. 56. Product recall for the costs to withdraw, recall, dispose, remove, riaadjust, alter, recondition, replace, reinstate any product or part of a product. ``((// �AO 57. Products liability V arising directly out of any bodily injury ore cage caused directly by any product. However, this Exclusion will not app KAS�I:ttt G CLAUSE 3 (SECTION C only). 58. Professional services O arising directly or indirectly(?n carr�i g out, or failing to carry out, professional services for a fee or any act, error or om s on relating to a professional service. However, this Exclusion will not apply to INSURING CLAUSE 1. 59. Project -specific insurance arising directly or indirectly out of any projects for which you have purchased project specific insurance. 60. Property damage in respect of INSURING CLAUSES1 and 2, arising directly or indirectly out of property damage. However, this Exclusion will not apply to INSURING CLAUSE 1 (SECTION D only). 61. Related or associated company confidential business information arising directly or indirectly out of any actual or alleged misappropriation, unauthorized use or disclosure by any employee of any idea, trade secret or other confidential business information which they were a party to or which they otherwise had possession of prior to being employed by the company. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 31 However, this Exclusion will not apply to INSURING CLAUSE 2 (SECTION A only) solely in respect of any claim arising out of any actual or suspected electronic attack or unauthorized system access by any third party. 62. Retroactive date in respect of INSURING CLAUSES 1 and 3 (SECTION F only), arising out of any act, error or omission committed or alleged to have been committed on or before the retroactive date, or any related or continuing acts, errors or omissions where the act, error or omission was first committed or alleged to have been first committed on or before the retroactive date. 63. RICO for any actual or alleged violations of the Racketeer Influenced and Corrupt Organization Act and any subsequent amendments to this Act. 64. Sanctions �j1� or will be deemed to provide any cover, to the ex e ((Vat the provision of such payment or cover will expose us to any sanction, prohibit restriction under the United Nations resolutions or the trade or economic sancti i avy,� or regulations of Australia, Canada, the European Union, United Kingdom or Uni at America. 65. Securities violations for any actual or alleged violat a ly/Nsws or regulations relating to the offer or sale of 13 securities. 018 O 66. Seizure of illegal property arising from an order by a public or government authority which deprives you of the use or value of your property or arising from acts of contraband or illegal transportation or illegal trade. 67. Technology errors in respect of INSURING CLAUSES 4 and 5, arising directly or indirectly out of any technology error. However, this Exclusion will not apply to fire or explosion directly caused by any technology error, unless the technology error is directly or indirectly caused by any cyber event. 68. Terrorism arising directly or indirectly out of: a. any act or threat of force or violence by an individual or group, whether acting alone or on behalf of or in connection with any organization or government, committed for political, religious, ideological or similar purposes including the intention to influence any government or to put the public, or any section of the public, in fear; or CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 32 b. any action taken in controlling, preventing, suppressing or in any way relating to a. above. However, this Exclusion does not apply to a cyber event affecting your computer systems. 69. Toxic mold arising directly or indirectly from the toxic properties of any fungus, mold, mildew or yeast. However, this Exclusion will not apply to INSURING CLAUSE 1. 70. Trade debt arising directly or indirectly out of any trading losses or trading liabilities incurred by you, or any loss of your profit arising from the loss of any client, account or business. 71. Uninsurable fines for fines, penalties, civil or criminal sanctions or mtl', punitive or exemplary damages, unless insurable by law. O 72. Unjust enrichment for that part of any claim that results i off. beei� /Ifi a better financial position as a direct result of your act, error or omission tt �{tl have been if you had not committed the act, error or omission. u4:p '` However, this Exclusion will 4<ikppl any refund of any fee, other than the part of the fee that represents your profit ark -up r liability for taxes. 73. Unsolicited communications arising directly or indirectly from any actual or alleged violation of: a. the CAN-SPAM Act of 2003 or any subsequent amendments to that Act; b. the Telephone Consumer Protection Act (TCPA) of 1991 or any subsequent amendments to that Act; or c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device. However, this Exclusion will not apply to INSURING CLAUSE 2 (SECTION A only). 74. Vacant premises in respect of INSURING CLAUSES 4 and 5, resulting from premises left vacant for more than 60 consecutive days. 75. War arising directly or indirectly out of: CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 33 a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or b. any action taken in controlling, preventing, suppressing or in any way relating to a. above. 76. Website content accessibility arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility ofyour website content. 77. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission. Gti CONDITIONS 1. What you must do in the event of a clai If any senior executive officer beco expected to give rise to a claim urer a. notify the claims m dent aw rjof any incident which may reasonably be yyou must: on as is reasonably practicable (in respect of cyber incidents, a tele..� :e call to our cyber incident response hotline will constitute notification). However, in respect of INSURING CLAUSES 1 and 3 (SECTION F only), this notification must be made no later than the end of any applicable extended reporting period; b. in respect of INSURING CLAUSES 2 (SECTION D only) and 4, report the theft or incident as soon as is reasonably practicable to the appropriate law enforcement authorities and provide us with a copy of this report on our request; and c. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld). In respect of INSURING CLAUSES 1 and 3 (SECTION F only), if you notify an incident that we agree is reasonably expected to give rise to a claim, we will accept any claim that arises out of the incident as being notified under this Policy. We require you to provide full details of the incident, including but not limited to: a. the time, place and nature of the incident; b. the manner in which you first became aware of this incident; CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E Before we indemnify any addZerarl in cfc c. the reasons why you believe that this incident could give rise to a claim under this Policy; d. the identity of the potential claimant; and e. an indication as to the size of the claim that could result from this incident. In respect of INSURING CLAUSE 2, if you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). 2. Additional insureds We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to costs and expenses) as a result of a claim arising s ,e provided that: day (including liability for claimants' out of an act committed by you, a. you contracted in writing to indemni g third party for the claim prior to it first being made against them; and ` (19/ b. had the claim been made agairp u, iou would be entitled to indemnity under this Policy. OV - k d they must: a. prove to us that t im arose solely out of an act committed by you; and b. fully comply with C NDITION 1 as if they were you. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non-contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3. Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 35 We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you. As a consequence of your refusal, our liability for the claim will not be more than the amount for which the claim could have been settled had you consented, plus any costs and expenses incurred prior to the date of your refusal. 4. Application warranty You agree that all statements made by you in the application form, including any renewal application form, and any supplemental materials o14/have supplied in support of the application for insurance, are your agreements a issued in reliance upon that information. The matter by you or your agent will render this under this Policy. ��'O, � 5. Calculation of business interruption4g sus t\/ nV Following an interruption to y Thu 'nos activities covered under INSURING CLAUSES 2 (SECTION F only) or 5, you ovilSt s with your calculation of the loss including: resentations to us and the Policy is epresentation or non -disclosure of any I and void and relieve us from all liability a. how the loss has ben calculated and what assumptions have been made; and b. supporting documents including account statements, sales projections and invoices. 6. Cancellation This Policy may be canceled with 30 days written notice by either you or us. If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy Administration Fee will be deemed fully earned upon inception of the Policy. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 36 7. Continuous cover In respect of INSURING CLAUSES 1 and 3 (SECTION F only), if during the period of a previous renewal of this Policy you neglected, through error or oversight only, to report to us an incident that might give rise to a claim, then provided you have maintained uninterrupted insurance of the same type with us since expiry of the previous renewal of this Policy, we will permit the incident to be reported to us under this Policy and we will indemnify you under this Policy in respect of any claim that arises out of the incident, provided: a. the indemnity will be subject to the applicable limit of liability of the previous renewal of this Policy under which the incident should have been reported to us or the applicable limit of liability, whichever is the lower; b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c. the indemnity will be subject to all other terms apt/conditions of this Policy. We require you to provide full details of the inciderLr(uding but not limited to: a. the time, place and nature of the incid b. the manner in which you first becamXawaithis incident; c. reasons why you believe that t Qid uld give rise to a claim; d. the identity of the potential ar' e. an indication as to the si he c a •` ��, !A� that could result from this incident. Q YJ For the avoidance of doubt!' Isis Con'ion only applies to incidents that might give rise to a claim. P 8. Cross liability and severability In respect of INSURING CLAUSE 3 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity. 9. Dispute resolution All disputes or differences between you and us will be referred to mediation or arbitration and will take place in the country of registration of the company named as the insured in the Declarations page. In respect of any arbitration proceeding we will follow the applicable rules of the arbitration association in the country where the company stated as the insured in the Declarations pageis registered, the rules of which are deemed incorporated into this Policy by reference to this Condition. Unless the applicable arbitration association rules state otherwise, a single arbitrator will be appointed who will be mutually agreed between you and us. If you and we CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc cannot agree on a suitable appointment then we will refer the appointment to the applicable arbitration association. Each party will bear its own fees and costs in connection with any mediation or arbitration proceeding but the fees and expenses of the arbitrator will be shared equally between you and us unless the arbitration award provides otherwise. Nothing in this Condition is intended to remove your rights under CONDITION 20. However, if a determination is made in any mediation or arbitration proceeding, CONDITION 20 is intended only as an aid to enforce this determination. 10. Establishing loss of contents If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. 11. Extended reporting period An extended reporting period of 60 days follo granted at no additional premium. This exte other terms, conditions and exclusions of t a. in respect of INSURING CLA 4/1/ the expiry date will be automatically reporting period will cover, subject to all (SECTION F only), any claim first made against you during the pe;,_ • •f ttitt•policy and reported to us during this extended reporting period; b. INSURING CLAUSE policy and report •y cyb�event first discovered by you during the period of the • 16 us during this extended reporting period; and c. any circumstance t at a senior executive officer became aware of during the period of the policy and reports to us during this extended reporting period. No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted. 12. Optional extended reporting period If we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non -renewal date. This optional extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy: a. in respect of INSURING CLAUSES 1 and 3 (SECTION F only), any claim first made against you and reported to us during this optional extended reporting period, provided that the claim arises out of any act, error or omission committed prior to the date of cancellation or non -renewal; and CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc b. in respect of INSURING CLAUSE 2, any cyber event first discovered by you during this optional extended reporting period, provided that the cyber event first occurred during the period of the policy. If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non -renewal. The right to the optional extended reporting period will not be available to you where cancellation or non -renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims. At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non-reyTwal by us. 13. Fraudulent claims If it is determined by final adjudication, arbitr notified us of any claim knowing it to be responsibility to pay that claim, we ma }�'tr c``ov claim and we reserve the right to terte t�i we exercise this right, we will not(b)1'1abjp\t return any premium to you. However, this will not affect any non -fraudulent unOlthis Policy which has been previously notified to us. 14. Maintenance of employe <tomobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 3 (SECTIONS G and H only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 3 (SECTIONS G and H only) and the employee has failed to meet these requirements then this Policy will only respond to provide excess coverage as though the requirements had been met, wherebyyou agree to pay all sums within and up to the required minimum limit. V nal or written admission by you, that you relraudulent in any way, we will have no / you any sums paid in respect of that olicy from the date of the fraudulent act. If 15. Mergers and acquisitions If you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a subsidiary. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc 39 If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a subsidiary for 45 days. We will consider providing cover for the acquired entity after the period of 45 days if: a. you give us full details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy and agree to pay any additional premium required by us. In the event you do not comply with a. and b. above, cover will automatically terminate for the entity 45 days after the date of its creation or acquisition. Cover for any acquired entity is only provided under this Policy for any act, error or omission committed or alleged to have been committed on or after the date of its acquisition. No cover will be automatically provided under this P or any acquired entity: a. whose business activities are materially (dent from your business activities; b. that has been the subject of any la i,dis linary action or regulatory investigation in the 3 year period prior to its acc u itior�i / !�V V c. that has experienced a cyber t inni� 3 years period prior to its acquisition, if you have purchased INSURINCOA S�2�and the cyber event cost more than the highest deductible of INSURIN tkUe If during the period of t 'policy you consolidate, merge with or are acquired by another entity then cover under this Policy will continue to apply but only in respect of any act, error or omission committed or alleged to have been committed prior to the effective date of the consolidation, merger or acquisition. 16. Our rights of recovery If we make any payment under this Policy and you have any right of recovery against a third party in respect of this payment, then we will maintain this right of recovery. You will do whatever is reasonably necessary to secure this right and will not do anything after the event which gave rise to the claim to prejudice this right. We will not exercise any rights of recovery against any employee, unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by the employee. Any recoveries will be applied as follows: a. towards any recovery expenses incurred by us; b. then to us up to the amount of our payment under this Policy, including costs and expenses; CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E cfc L0 c. then to you as recovery of your deductible. 17. Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 18. Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the cost (SECTION C only) that exceed the costs that yin i ,uld have incurred had you gained prior written consent. In the absence of our p la ritten consent we will only be liable to you the equivalent cost of a notificatio4may 4sing the permissible under the governing law. Z V� /\- 19. Waiver of subrogation Notwithstanding CONDITIO party if, prior to the claim you entered into a contra hat contains a provision requiring you to do this. O incur under INSURING CLAUSE 2 most cost effective our pay means e to waive our rights of recovery against any third hich you reasonably expected to give rise to a claim, 20. Choice of law, jurisdiction and service of suit In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the representative stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The representative stated in the Declarations page is authorized and directed to accept service of CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority 01999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311 C-4B74-B3EB-B946C5DA0B1 E rcfc 41 process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted. Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The representative stated in the Declarations page is hereby designated as the person to whom the above mentioned officer is authorized to mail such process or a copy thereof. CPC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2022 CFC Underwriting Ltd, All Rights Reserved Professions v3.2 DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E • cfc Policy certificate Insurance effected through the Coverholder: CFC Underwriting Limited 85 Gracechurch Street London EC3V OAA United Kingdom PLEASE NOTE -This notice contains important information. PLEASE READ CAREFULLY. This Certificate is issued by the Coverholder in accordance with the authorization granted to the Coverholder under the Binding Authority Agreement with the Unique Market Reference stated within this Policy. This Policy comprises a Certificate, the Declarations page, Wording and all other provisions and conditions attached and any endorsements issued. The liability of an insurer under this contract is several ancfiot joint with other insurers party to this contract. An insurer is liable only for the proportion of liability it has underwritten. An insurer is not jointly liable for the proportion of liability underwritten by any other insurer. Nor is an insurer otherwise responsible for any liability of,a y other insurer that may underwrite this contract. !.V The proportion of liability under this contract`(jnde4^� tten by an insurer (or, in the case of a Lloyd's syndicate, the total of the proporti. 1) nde�i Ai'ften by all the members of the syndicate taken together) is shown in this Policy. J N.'9 In the case of a Lloyd's syndicate O merNber of the syndicate (rather than the syndicate itself) is an insurer. Each memos t(nderwritten a proportion of the total shown for the syndicate (that total itself being e totgl of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member's proportion. A member is not jointly liable for any other member's proportion. Nor is any member otherwise responsible for any liability of any other insurer that may underwrite this contract. The business address of each member is Lloyd's, One Lime Street, London EC3M 7HA. The identity of each member of a Lloyd's syndicate and their respective proportion may be obtained by writing to Market Services, Lloyd's, at the above address. Although reference is made at various points in this clause to "this contract" in the singular, where the circumstances so require this should be read as a reference to contracts in the plural. In Witness whereof this Certificate has been signed by: Authorized Official Please examine this document carefully. If it does not meet your needs, please contact your broker immediately. In all communications the policy number appearing overleaf should be quoted. DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E cfc DECLARATIONS POLICY NUMBER: UNIQUE MARKET REFERENCES: THE INSURED: ADDRESS: THE UNDERWRITERS: THE INCEPTION DATE: THE EXPIRY DATE: TOTAL PAYABLE: Broken down as follows: Premium: Policy Administration Fee: BUSINESS ACTIVITIES: CHOICE OF LAW: SERVICE OF SUIT: LEGAL ACTION: TERRITORIAL SCOPE: US CLASSIFICATION: SURPLUS LINES BROKER: RETROACTIVE DATE(S): Professional Liability: OPTIONAL EXTENDED REPORTING PERIOD: CLAIMS MANAGER: WORDING: ENDORSEMENTS: PSK0039460237 B087521 C9N5051 Jason Walker 841 Northwest 67th Avenue Plantation, FL 33317 US Underwritten by certain underwriters at Lloyd's and other insurers 00:01 Local Standard Time on 09 May 2022 00:01 Local Standard Time on 09 May 2023 USD1,100.00 US D1,000.00 U S D100.00 Zoning and Florida 60 MenePOM rip 75t'faiAvrp rk, M_ n 1001G9 orld dde 4wie � Surplus Lines opment Consultant Socius Insurance Services, Inc. Licence No.: E158590 1408 N. Westshore Blvd., Suite 810 Tampa 33607 09 May 2022 12 months for 100% of applicable annualized premium CFC Underwriting Limited Please report all new claims to: newclaims©a cfcunderwriting.com Professions (US) v3.2 Complaints Notice (USA) Unique Market Reference No. B087521C9N5051 ©2019 CFC Underwriting Ltd, All Rights Reserved DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E * cfc DECLARATIONS INSURING CLAUSE 1: PROFESSIONAL LIABILITY ALL SECTIONS COMBINED Aggregate limit of liability: USD1,000,000 SECTION A: ERRORS AND OMISSIONS Limit of liability: USD1,000,000 Deductible: USD1,000 SECTION B: BREACH OF CONTRACT Limit of liability: USD1,000,000 Deductible: USD1,000 SECTION C: SUB -CONTRACTOR VICARIOUS LIABILI USD1,000,000 (-ach and every claim, including USD1,000 O Qiich and every claim, including Limit of liability: Deductible: in the aggregate each and every claim, including costs and expenses each and every claim, including costs and expenses each and every claim, including costs and expenses each and every claim, including costs and expenses *Id!' d expenses `, fl nd expenses SECTION D: CONTINGENT BODILY IfjRYVAkRVOPERTY DAMAGE LIABILITY Limit of liability: USe0,OOC Deductible: D1,000 costs costs each and every claim, including costs and expenses each and every claim, including costs and expenses SECTION E: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT Limit of liability: USD1,000,000 each and every claim, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses SECTION F: POLLUTION LIABILITY Limit of liability: USD1,000,000 each and every claim, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses SECTION G: REGULATORY COSTS AND FINES Limit of liability: USD1,000,000 each and every claim, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses Unique Market Reference No. B087521C9N5051 ©2019 CFC Underwriting Ltd, All Rights DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E • cfc SECTION H: DISHONESTY OF EMPLOYEES Limit of liability: USD1,000,000 each and every claim, including costs and expenses Deductible: USD1,000 each and every claim, including costs and expenses SECTION I: PAYMENT OF WITHHELD FEES Limit of liability: Deductible: USD1,000,000 USD1,000 INSURING CLAUSE 2: CYBER AND PRIVACY NO COVER GIVEN INSURING CLAUSE 3: NO COVER GIVEN INSURING CLAUSE 4: NO COVER GIVEN each and every claim, including costs and expenses each and every claim, including costs and expenses COMMERCIAL GENERAL LIABILITY V/1/ COMMERCIAL PROPER INSURING CLAUSE 5: BUSINESS INT NO COVER GIVEN INSURING CLAUSE 6: LOSS Aggregate limit of liability: Deductible: i1� PTV �i VVV IGAII'�C� D1,000,000 USDO in the aggregate, including costs and expenses each and every claim INSURING CLAUSE 7: COURT ATTENDANCE COSTS Aggregate limit of liability: Deductible: USD100,000 USDO in the aggregate, including costs and expenses each and every claim INSURING CLAUSE 8: REPUTATION AND BRAND PROTECTION Aggregate limit of liability: Deductible: USD100,000 USDO in the aggregate, including costs and expenses each and every claim Unique NiarKet Reference No. B087521C9NSUb1 Underwriting Ltd, All Rigs' f DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E * cfc OUR REGULATORY STATUS CFC Underwriting Limited is authorised and regulated by the United Kingdom Financial Conduct Authority (FCA). CFC Underwriting Limited's Firm Reference Number at the FCA is 312848. These details may be checked by visiting the Financial Conduct Authority website at https://register.fca.org.uk/. Alternatively, the Financial Conduct Authority may be contacted on +44 (0)20 70661000. We are covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation from the scheme if we cannot meet our obligations to you in respect of insurance policies that we have underwritten on behalf of insurers. This depends on the type of business and the circumstances of the claim. In respect of general insurance business the FSCS will cover 90% of the claim, without any upper limit and for compulsory classes of insurance, the FSCS will cover 100% of the claim, without any upper limit. Further information about compensation scheme arrangements is available from the FSCS. HOW TO COMPLAIN - USA We intend to provide an excellent service to you occasions when you feel that this has not been the service that you receive from us, please c stating the nature of your complaint, the c Alternatively, you can contact us directjEnqu Chief Executive Officer CFC Underwriting Limited Q4 (-NV 85 Gracechurch Street London EC3V OAA Q United Kingdom li_V ever, we recognize that there may be ieved. If you are unhappy with any aspect of insurance broker in the first instance, or claim number. ©cfcunderwriting.com or please write to: If you remain dissatisfied after we have considered your complaint and provided our response, you may have the right to refer your complaint to the Department of Insurance in your State for review. You will be provided with further information about your complaint escalation rights to the Department of Insurance in your State by us on receipt of your complaint. The existence of this complaints procedure does not affect your right to commence a legal action or an alternative dispute resolution proceeding in accordance with your contractual rights. Unique Market Reference No. B087521C9N5051 ©2019 CFC Underwriting Ltd, All Rights Reserved DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E * cfc DATA PROTECTION NOTICE We collect and use relevant information about you to provide you with your insurance cover or the insurance cover that benefits you and to meet our legal obligations. Where you provide us or your agent or broker with details about other people, you must provide this notice to them. The information we collect and use includes details such as your name, address and contact details and any other information that we collect about you in connection with the insurance cover from which you benefit. This information may include more sensitive details such as information about your health and any criminal convictions you may have. In certain circumstances, we may need your consent to process certain categories of information about you (including sensitive details such as information about your health and any criminal convictions you may have). Where we need your consent, we will ask you for it separately. You do not have to give your consent and you may withdraw your consent at any time. However, if you do not give your consent, or you withdraw your consent, this may affect our ability to provide the insurance cover from which ysaVbenefit and may prevent us from providing cover for you or handling your claims. v The way insurance works means that your infor may be shared with, and used by, a number of third parties in the insurance sectoltiar example, insurers, agents or brokers, reinsurers, loss adjusters, sub -contractors, regula'ors, law enforcement agencies, fraud and crime prevention and detection agencies and`co ulsory insurance databases. We will only disclose your personal information in con ion VS the insurance cover that we provide and to the extent required or permitted by la (1Vv We will process individual insured $' etail� well as any other personal information you provide to us in respect of your iJ% . ar cover, in accordance with our privacy notice and applicable data protection laws 6` To enable us to use individual insured's details in accordance with applicable data protection laws, we need you to provide those individuals with certain information about how we will use their details in connection with your insurance cover. You agree to provide to each individual insured this notice, on or before the date that the individual becomes an individual insured under your insurance cover or, if earlier, the date that you first provide information about the individual to us. We are committed to using only the personal information we need to provide you with your insurance cover. To help us achieve this, you should only provide to us information about individual insureds that we ask for from time to time. You have rights in relation to the information we hold about you, including the right to access your information. If you wish to exercise your rights, discuss how we use your information or request a copy of our full privacy notice, please contact us directly at enquiries©cfcunderwriting.com. For more information about how we use your personal information please see our full privacy notice, which is available online on our website at: http://www.cfcu nderwriting.com/privacy Unique Market Reference No. B087521C9N5051 ©2019 CFC Underwriting Ltd, All Rights Reserved DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E From: To: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Carbonell, Aileen; Ouevedo, Terry RE: PROCUREMENT INSURANCE REVIEW FOR ECA JASON WALKER COI Wednesday, May 11, 2022 1:35:01 PM image002.png Good afternoon Aileen, The insurance documentation is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416174o Office (305) 416-176o Fax fgomez@a miamigov.com 4q4q4Ce QS< ip/ "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Wednesday, May 11, 2022 1:23 PM To: Quevedo, Terry <TQuevedo@miamigov.com> Cc: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR ECA JASON WALKER COI Importance: High Good afternoon, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! DocuSign Envelope ID: C98E96ED-311C-4B74-B3EB-B946C5DA0B1E Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarboneMmiamigov.com Remit W9 to: PurchasingSupplierAdmins(amiamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement G, V 1/4C* JV A/V "Serving, Enhancing, an o wing our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. Olivera, Rosemary From: Gandarilla, Aimee Sent: Thursday, May 19, 2022 8:30 AM To: Hannon, Todd Cc: Olivera, Rosemary; Lee, Denise; Cabrera, Paola Subject: Executed Expert Consulting Agreement JASON M. WALKER matter no. 22-979 Attachments: Expert Consulting Agreement JASON M. WALKER.pdf Good morning Todd: Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, a we candemn& Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 agandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1