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HomeMy WebLinkAboutMEEDER PUBLIC FUNDS, INC.4S11 ON FILE A-2024-054 W609 MAY PROCEED ANTI! iN$'URANCE EXPIRES CITY cLEky 2 3 2024 DATE AGREEMENT FOR INVESTMENT MANAGEMENT AND PORTFOLIO SERVICES � C�� BETWEEN MEEDER PUBLIC FUNDS, INC. AND E° . Pee,e z) CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 7th day of May, 2024 by and between Meeder Public Funds, Inc., ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On November 30, 2023, the City issued a Request for Proposal No. 23-162 ("RFP"), by which it sought a qualified consultant to provide Investment Management and Portfolio Services. B. Consultant submitted a timely and responsive proposal to the RFP that was selected by the City. Consultant represents that Consultant is able and willing to provide such services to the City as described in the scope of work that was included in the RFP, which shall be incorporated by reference as though attached hereto. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services, as set forth in the City's RFP, Consultant's proposal, and Consultant's Terms of Service — Discretionary Accounts, collectively described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement, including any extension periods, shall not exceed $750,000, with an annual aggregate amount not -to -exceed $150,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the Page 1 of 9 Ti y ouncil 22 — 3 5/7/2024 City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on May 8, 2024 and expire on April 31, 2027 with the option for the City to grant up to two 1-year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, Page 2 of 9 ""My y ouncil 22 — 4 5/7/2024 representatives, employees or subcontractors. Consultant shall provide the following insurance coverage: MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, covering hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): Insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per claim or occurrence or claim, $2,000,000 aggregate per policy period of one year. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later edition is used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Page 3 of 9 138 i y ounci1 22 — 5 5/7/2024 Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial Page 4 of 9 "Try ouncil 22 — 6 5/7/2024 or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) Page 5 of 9 #38 i y 8ouncil 22 — 7 5/7/2024 is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this A_ greement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of Page G of 9 #38 try ouncil 22 — 8 5/7/2024 termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 7 of 9 #38 i y ouncil 22 — 9 5/7/2024 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6956 To Consultant: Meeder Public Funds, Inc. 6125 Memorial Drive Dublin, OH 43017 Fax: 614-923-1145 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 8 of 9 "Try ouncil 22 — 10 5/7/2024 A-2024-054 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney (44'tk" Andrea Garcia -Miller Assistant City Attorney 17�K� uIUL U� � • C : " : • Kathryn Downs, CPA Executive Director Finance and Management Services Agency CITY OF SAN A ANA W Alvaro Nunez Acting City Manager CONSULTANT: Title: Sr. Vice President Page 9 of 9 #38 i y Council 22 —11 5/7/2024 EXHIBIT A SCOPE OF SERVICES City Council 22 — 12 5/7/2024 CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES BACKGROUND The City invests its idle cash in accordance with applicable state statues and the City of Santa Ana's Investment Policy (EXHIBIT III). The City has a pooled investment portfolio. The most recent quarterly investment report for the period ended September 30, 2023 is attached (EXHIBIT IV). The approximate balance of the portfolio is $500 million. Restricted bond proceeds are invested in compliance with this investment policy and applicable bond resolutions. Individual employee retirement contribution funds and deferred compensation are excluded from this policy. Investment income from the pooled portfolio is allocated to each fund on the City's general ledger based contributing balance. II. CONSULTANT REQUIREMENTS The City seeks separate proposals for discretionary and non -discretionary investment services. Each proposal should include a detailed task list. Based on the proposals, the City will decide which service to use. The City's minimum requirements for non -discretionary service follow. 1. Annually review the City's Investment Policy for compliance with state law. The City Council adopts the policy on an annual basis in June of each year. 2. Prepare an initial analysis of the existing portfolio and make recommendations for improvement. 3. On an ongoing basis, propose and vet investments for the City's consideration. 4. As needed, provide staff education with regard to investment strategies and legal requirements. 5. Prepare monthly and quarterly investment reports, including all required elements. 6. Prepare quarterly summaries of investment portfolio performance, including one suitable for City Council and one suitable for internal staff. 7. Participate in quarterly meetings of the internal investment committee comprised of staff. Present the portfolio's quarterly performance, current market conditions, and both short-term and long-term strategies. City 9fikPr 9169i1 RFP No. 23-?&— 13 IWAV4114 A description of proposed services to be provided and how they meet the needs of the City as described in Section III - Scope of Services (Above). HOLISTIC VIEW At Meeder, we believe in always evaluating the entire financial picture of a client, and then providing a recommendation on how much they should be maintaining in cash and equivalent investments, as well as how much they should be investing longer -term. Overtime, the amount invested in cash versus longer -term investments is meant to increase or decrease as the financial situation of the City changes. By monitoring the seasonal trends of cash and investment balances along with daily cash inflows and outflows, we seek to maximize the amount of funds that can be invested into the portfolio. With a regular flow of maturities in the portfolio serving as backup liquidity, we are able to keep the portfolio fully invested in order to maximize income without sacrificing available liquidity to the City. DISCRETIONARY/NON-DISCRETIONARY MANAGEMENT Meeder Public Funds ("Meeder") provides both discretionary and non -discretionary investment advisory services for public entity clients. Under discretionary investment advisory, we outline parameters and targets for investing, based upon future cash flow needs and the current economic outlook, and then execute strategy. We recommend monthly calls to discuss the portfolio, which allows the entity's team to stay in touch with the structure and economic conditions. With non -discretionary clients, we will do all the above, but will reach out for client approval on all trades before they are placed. Both options are available to the client, however, from our client feedback, discretionary investment advisory services are favored more from clients. This option allows us to manage the portfolio without having to get in contact for every trade we need to do. INVESTMENT PHILOSOPHY Meeder has secured the trust of state and local government investment officers for more than 30 years. Meeder understands the complexities public entities face in creating an optimal investment program using a simplified process, to safely navigate dynamic markets and shifting rate cycles. Our staff is readily available to begin working with the Municipality and able to turnaround reporting within the first three business days of each month. A� M E E D E R PU.LIC FUNDS Meeder provides: Portfolio management in an SEC registered fiduciary capacity with discretionary/non-discretionary authority • Deep understanding and review of investment policy and cash flow to inform a highly customized plan n Consistent investment solutions via a highly quantitative strategy • Safety and liquidity while maximizing investment income over the long term • Diversified and liquid investment options permitted by state laws TEAM Meeder has what we consider to be one of the deepest, most highly qualified investment teams amongst advisors serving public entities. Meeder has over 130 associates, 34 of which are dedicated to working exclusively with public entities. Meeder is poised to take advantage of opportunities in the market and to assist clients with their needs. STRATEGY We practice a consistent, highly quantitative strategy for the fixed -income portfolios of public entities. Through detailed cash flow analysis, we help our clients construct a custom portfolio to meet the unique needs of their entity. These portfolios reflect our emphasis on safety and liquidity while attempting to maximize investment income. INVESTMENT POLICY REVIEW Meeder has extensive experience drafting and revising investment policies and portfolio management guidelines for many of our public entity clients. Creating and/or reviewing investment policies is one of the first steps we take with all clients. We encourage a clear and concise investment policy that provides adequate guidance and control without undue administrative burden. At least annually, Meeder will review the Investment Policy of the City and recommend any changes. City Council 22 — 14 5/7/2024 Services Provie PORTFOLIO MANAGEMENT Meeder wil I develop a strategy that takes into consideration the liquidity needs of the City as well as the current market environment to create a custom portfolio for the City. This portfolio will shift amongst various asset classes as opportunities present themselves in the market, as well as adjusting the duration of the portfolio in accordance with current market conditions. After looking at Santa Ana's 2023 audited financials, we recommend the following: NON -CALLABLE SECURITIES As of 2023, the portfolio has approximately$205,000,000 in callable securities. With interest rates projected to be at the beginning of a downtrend trend as inflation stabilizes, and the Federal Reserve ("Fed") is projected to cut rates in 2024, the portfolio would benefit from locking in non -callable securities. OVERNIGHT OPTIONS Santa Ana holds$130,811,141 in Local Agency Investment Fund ("LAIF'). Compared to the other Joint Powers Authority investment pools, LAIF is underperforming as its strategy is of a longer duration. We recommend placing funds with higher liquidity needs in overnight funds paying higher interest than LAIF. If and when the Fed cuts, there may be an inflection point that LAIF outperforms the other pools. At that time, we would recommend moving liquid funds back over to LAIF. DIVERSIFICATION Santa Ana holds 25% in LAIF, 72% in Agencies, 2% in Treasuries, and 1% in Negotiable CDs. We recommend utilizing a broader mix of securities that are allowed under California Government Code 53600 that will not only help with liquidity needs and swap opportunities but also help elevate the opportunity to increase yield. Some notable security classes recommended to incorporate into the portfolio are Medium Term Notes(Corporate bonds,) State Obligations, and Commercial Paper. RIGHT -SIZING Santa Ana holds about 25%of its funds in LAIF; we recommend providing the City with a detailed cash flow analysis to help determine the optimal amount of funds invested in a longer -term securities and determine if we can lessen the amount held in LAIF/ JPA pools as data shows the income benefits of keeping funds invested longer term overtime compared to ashort-term pool. [Ji_� M E E D E R PUBLIC PYNOS ACTIVE MANAGEMENT SAFETY Meeder's investment process provides safety by limiting investments to high -quality fixed income securities issued by the US Treasury, US Government agencies and instrumentalities, and high -quality commercial paper and credit issuers. Issuer -specific research on credit issuers/commercial paper issuers provides additional levels of due diligence by providing only the highest - quality issuers. BEST EXECUTION Meeder's extensive dealer network is used by its trading desk to source and execute all investment transactions. Meeder's trading desk searches for and executes investment transactions at the best price/highest yield for each client, based on the needs of the portfolio and the relative value of each asset class. LIQUIDITY Meeder structures investment portfolios to ensure funds are available to meet day-to-day operating expenses, together with future expenditures. Funds are invested using a combination of securities that balances the need for liquidity while maximizing return. Portfolios are monitored dynamically to ensure the proper balance between invested balances and cash or equivalents, such as third -party money market mutual funds. With a regular flow of maturities in the portfolio serving as backup liquidity, Meeder keeps the portfolio fully invested in order to maximize income without sacrificing available liquidity. PERFORMANCE MONITORING The portfolio strategy is reviewed daily to ensure it remains aligned with market conditions. Formal investment policy and strategy meetings are conducted monthly or as needed to ensure strategy is tracking with the economic environment. Regular discussions are also scheduled based on marketplace developments and events. COMPLIANCE MONITORING Meeder employs an industry -leading compliance monitoring and reporting system, Charles River. This compliance suite supports compliance rule -building, testing and maintenance, customizable reporting, and a complete audit history. A powerful data administration facility helps monitor and improve data quality. The scalable compliance engine supports high volumes of trades and compliance rules. This allows Meeder to ensure full legality with the entity's investment policy, state codes, GASB and GAAP report standards, and other applicable laws, rules, and regulations. City Council 22 — 15 5/7/2024 CASH FLOW REVIEW/RIGHT-SIZING PORTFOLIO Meeder's investment approach looks at the entire financial picture of the entity. We determine how to invest the portfolio together with how much should be invested, how long, and whether the entity's bank/LGIP rates are competitive. Meeder right -sizes a client's core investment portfolio to: Prudently structure a consistent maturity schedule Monitor seasonal cash trends and investment balances, along with daily cash inflows and outflows Efficiently manage cash and attain proper positions for ongoing, long-term benefit „ Minimize idle and low -yielding funds due to uncertainty around revenues and expenses Our investment management approach is to conduct a cash flow analysis to determine how much should be invested vs. remaining liquid. We call this process right sizing your core portfolio. This strategy focuses on maximizing income over the long term. It is common to see excess cash sitting idle due to the uncertainty surrounding revenues and expenses. Our process minimizes idle and low yielding funds. With proper cash flow analysis and planning, along with prudently structuring a consistent maturity schedule, we are able to help our clients efficiently manage cash and attain proper positions for ongoing, long-term benefit. Our cash flow modeling and forecasting tool will break down historical low points on cash and help to determine a baseline cash policy for the City. Below is an example of the annual cash balances from data provided in the City's annual comprehensive financial reports. CASH FLOW ANALYSIS HISTORICAL DATA 600,000,000 500,000,000 400,000,000 300,000,000 200,000,000 100,000,000 2019 2020 2021 ■ Business -Type Activities 2022 ■ Governmental Activities 2023 1-1 t MEEDER FU..,D FUNDS City Council 22 — 16 5/7/2024 3 Services Provided McEeE DME R Based on the City's Historical Cash Flow, the 2023 Audit, and the California Government Code, we recommend the following portfolio allocation: Hypothetical Portfolio Illustration Santa Ana, CA portfolio as of 12/18/2023 Sample Portfolio LAIF/JPA Securities Total Portfolio Sample Securities Weighted Average Maturity Sample Maturity Distribution 120,000,000 100,000,000 80,000,000 s0,000,000 40,000,000 20,000,000 $105,000,000 $420,807,778 $525,807,788 2.07 years Sample Asset Allocation ■ US Treasures ■US Government Agencies ■FDIC Insured Products ■ Commercial Paper ■ Municipal Securities ■ Medium Term Notes Overrighl 0-1 year 1-2yaars 2-3 years 3-4 years 4 5 years PORTFOLIO ILLUSTRATION IS HYPOTHETICAL IN NATURE, DOES NOT RERECT ACTUAL INVESTMENT RESULTS, AND DOES NOT GUARANTEE FUTURE RETURNS. REPORTING/COMMUNICATION One of the biggest differentiators from our competitors is our ability and willingness to customize reporting for our clients. Our firm uses both the Charles River and Clearwater systems, we are able to continue making significant enhancements to the regular reporting packages and ensure it meets all the City's needs. Additionally, the accessibility of our client service and investment teams, and our desire to be open and communicate throughout the investment process will result in a reliable and trustworthy relationship between the City and Meeder as the City's investment advisor, which cannot be overstated. City Council 22 - 17 5/7/2024 Services Provided CREDIT ANALYSIS AND RESEARCH We incorporate a broad spectrum of market data and issuer -specific information through the following channels BLOOMBERG Utilize it to track and oversee issuer -specific fundamental metrics, news updates, and trading metrics, as well as perform data analysis for issuers, markets, and economic indicators. STANDARD & POOR'S CAPITAL IQ Use it to monitor the overarching methodology framework related to regions, sectors, and issuers. COMPANY INVESTOR RELATIONS Access issuer -supported websites for investor presentations, annual and quarterly f inancial reports, regulatory disclosures, and governance compliance information. CAPITAL MARKET RESEARCH Obtain geopolitical, economic, and sector insights from capital market professionals. INDUSTRY -SPONSORED EVENTS Participate in sector and issuer -specific investor events FREQUENCY OF CREDIT ANALYSIS: To uphold the credibility of Approved Issuer Lists, continuous monitoring is conducted on all approved issuers to assess the influence of evolving economic, competitive, financial, and strategic circumstances. Consequently, the written credit documentation for each issuer is revised as needed to incorporate any fresh insights stemming from earnings announcements, merger and acquisition activities, management transitions, strategic declarations, regulatory actions, and so forth, which could significantly affect the team's credit risk assessment. At a minimum, an annual written report is mandatory. DESCRIPTION OF CREDIT REPORTS: Issuer -specific analytical reviews comprise an independent, written summary that consolidates the analysis of various metrics, including but not limited to: Analytical examination of pertinent global and regional geopolitical conditions, focusing on governing leaders, legislative initiatives, and political stability. » Analytical review of relevant global and regional macroeconomic conditions, emphasizing factors such as growth, inflation, central bank actions, and the stability of capital markets. » Analytical assessment of the industries in which issuers operate, with afocus on business cycles, innovations, emerging risks, and market position. • Analytical evaluation of issuer fundamentals, giving attention to the identification of business strengths, risks, financial stability, profitability, solvency, liquidity, and overall business viability. » Analytical scrutiny of an issuer's board, senior management, corporate governance practices, financial risk management, competitive strategy, and the execution of said strategy. » Analytical review of an issuer's Environmental, Social, and Governance (ESG) policies, with consideration of their implications for strategy, business continuity, and financial performance. » Analytical assessment of rating agency perspectives and opinions and their potential impact on investment value. /1 MEEDER PUBLIC FUNDS City Council 22 — 18 5/7/2024 Services Provided BROKER -DEALER DUE DILIGENCE Meeder performs due diligence on all broker -dealers approved to conduct business with our trading desk on behalf of our clients. We trade with avast array of primary and regional broker -dealers nationwide to ensure access to all of the City's eligible investment options at the most competitive pricing. Below is our current approved broker -dealer list: ABC M PEB E DN E R Academy Securities' Hilltop Securities Raymond James Bank of America/Merrill Lynch' Huntington Bank RBC Securities' Barclays Capital Inc.' InspereX (formerly InCapital) Rice Financial Blaylock Van, LLC2 Jefferies' Robert W. Baird BMO Capital Markets' JPMorgan Securities' Santander US Capital Markets' BNY Capital Markets Keybanc Capital Markets Siebert Williams Shank BOK Financial Loop Capital Markets Stephens Inc Brean Capital MarketAxess Corporation Stifel Nicolaus Cantor Fitzgerald & Co.' MizuhoSecurities' StoneX Group Inc. CastleOak Securities Moreton Capital Markets TO Securities' D.A. Davidson Morgan Stanley' TRUIST Securities Inc. (formally Suntrust) Daiwa Capital Markets' Multi -Bank Securities' UBS Financial' FHN Financial Oppenheimer UMB Financial Services Goldman Sachs & Co.' Piper Sandler & Co Wells Fargo' Great Pacific' PNC Capital Markets LLC Note: Direct issuers of CP and CDs are considered to be approved counterparties if approved as an issuer. 'Primary Government Securities Dealer 'Minority, Woman -owned, or Service Disabled -Veteran -owned Enterprise IMPORTANT DISCLOSURES This list is current as of the effective date only and is subject to change without notice. This list is for informational purposes only, and may not be relied upon for any other purpose. The list does not imply counterparty approval for derivatives of any type. This information is confidential and may not be distributed without prior written consent of Meeder Public Funds, Inc. MEETINGS Meeder recommends and will commit to quarterly in -person meetings, with regularly scheduled monthly calls to discuss changes to the interest rate environment and any changes that may be taking place with the City. The frequency and timing of meetings and calls can be adjusted at the City's discretion. STAFF TRAINING/EDUCATION Throughout the year Meader will host training seminars both in person and online for client staff. This training consists of six modules designed to provide staff with a basic understanding of the investment process. Participants should leave the training with an understanding of what investments are permissible under state law and their investment policy, characteristics and definitions of the various permissible investments, investment accounting and reconciliation, and investment strategy. Additionally, Meeder will proactively reach out to staff to ensure that they are up to speed on current market events and conditions. City Council 22 — 19 5/7/2024 M E E D E R Terms of Service — Discretionary Accounts Meeder Public Funds The following Terms of Service are applicable to services offered by Meeder Public Funds, Inc. ("Meeder") and shall be incorporated into any agreement for investment advisory services ("Agreement"). 1. Appointment. Client appoints Meeder as discretionary investment manager to invest, reinvest and manage the securities, cash and other assets of the Account subject to the investment guidelines ("Investment Guidelines') provided by Client. 2. Trading Authorization. Client grants Meeder discretionary trading authority and appoints Meeder as agent and attorney -in -fact with respect to investments in the Account. Meeder may direct the purchase, sale, exchange, conversion, delivery or other acquisition or disposition of securities and other investments in the Account and act on behalf of Client in all other matters incidental to the handling of Account investments, all without prior consultation with Client. 3. Custody. Meeder shall not act as custodian for the Account or any portion of it. Custody and possession of Account assets shall be the sole obligation of the Account's separately appointed "qualified custodian" ("Custodian'). Client acknowledges that it receives, or will receive from the Custodian, at least quarterly, an account statement that identifies the assets in the Account with the Custodian at the end of the period and that lists all transactions in the Account for the period. 4. Investment Objectives and Restrictions. Client may provide Meeder with written Investment Guidelines, setting forth the investment objectives and any specific investment restrictions or limitations which govern the Account. Meeder shall be entitled to rely on such guidelines, objectives and restrictions relating to the Account as it may receive from Client. It is Client's responsibility to inform Meeder in writing of any changes or modifications to these directions, which shall be given ten days in advance of any such change. 5. Brokerage. Meeder will generally use the execution services of such broker -dealers as it may select to effect transactions for the purchase and sale of securities and other investments in the Account. When selecting brokers through which transactions for Client accounts will be executed, Meeder's primary consideration will be the broker's ability to provide best execution of trades and Meeder may consider the quality and reliability of the brokerage services, trade price and commission, as well as research and other services provided by the broker - dealers. The responsibility to obtain best execution shall not be deemed to obligate Meeder to solicit competitive bids for each transaction. Client may direct that Meeder execute transactions through specific broker -dealers in connection with a discount brokerage or directed brokerage program established by Client. Client acknowledges that by directing brokerage to a particular broker -dealer it may forgo any benefits from savings on execution costs that Meeder may obtain for its other clients through volume discounts on aggregated orders and may pay higher commission rates than other clients of Meeder. 6. Fees. For the services provided in accordance with this Agreement, Client shall pay Meeder an annual fee ("Fee") as follows: Fees are billed either ❑ monthly orXquarterly in arrears as selected by Client. The Fee will be ❑ deducted directly from Client's Account orX invoiced directly to Client, as selected by Client. Where Client has elected to have fees deducted Client authorizes the Custodian to deduct fees from the Account and pay them to Meeder. The account statements will reflect the fee amount withdrawn in any period. Client is responsible for notifying Meeder of any exceptions or objections to the amount billed within thirty days from the billing date. 7. Promoter Arrangements. Meeder accepts Clients referred through unaffiliated third parties ("Promoters') and may pay cash compensation for the endorsement of Meeder's services, which provides the Promoter with an incentive to refer clients. Clients will not incur any additional fees for being referred to Meeder by a Promoter. City Council 22 — 20 5/7/2024 Clients that engage Meader as their investment adviser as a result of a referral by a Promoter will receive a written Promoter disclosure statement describing the nature and terms of the arrangement, including the amount payable to the Promoter. 8. Local Government Investment Pools. Where appropriate, Meeder may recommend the use of local government investment pools in which Meeder or one of its affiliates earn advisory and/or administration fees. Assets placed in these pools are not included among eligible assets when calculating the investment advisory fee. Because Meeder or its affiliates receive fees in connection with programs we sponsor or recommend, use of these programs presents a conflict of interest. 9. Third -Party Payments. Meader or its affiliates receive compensation from unaffiliated third parties for endorsing or recommending certain financial products to its clients. This arrangement presents a conflict of interest because it provides Meeder with an incentive to solicit and secure participation in the program. Asset based advisory fees are not charged for assets invested in products that pay indirect compensation to Meader. 10. Proxy Voting. Meader does not accept or assume authority to vote proxies for its public fund clients. Clients will receive their proxies or other solicitations directly from their Custodian. Client agrees that Meader will not advise or act for Client in any legal proceedings, including bankruptcies or class actions, involving securities held or previously held by the Account or the issuers of such securities. 11. Electronic Delivery. Client consents to electronic delivery of all documents from Meeder, including but not limited to a copy of the executed Agreement, statements, confirmations, Meeder's Form ADV Part 2 and amendments thereto, and other general communications delivered to Client's electronic mail address of record. Delivery of communications to Clients in this fashion will be deemed effective unless Meeder is notified otherwise. Client is responsible for maintaining an accurate and up to date email address and to ensure that Client at all times has the ability to receive communications directed in this manner. 12. Confidentiality. All information and advice furnished by either party to the other, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties except as otherwise required by law or as agreed to in writing by Client. Notwithstanding the foregoing, Client consents to the use of Client's name in sales and marketing material used by Meader or its affiliates solely for the purpose of identifying the Client as an investment advisory client. 13. Services to Other Clients. Client understands that Meader serves as investment adviser for other Clients and will continue to do so. Client also understands that Meader, its personnel and affiliates ("Affiliated Persons") may give advice or take action in performing their duties to other clients, or for their own accounts, that differ from advice given to or action taken for Client. Meeder is not obligated to buy, sell or recommend for Client any security or other investment that Meader or its Affiliated Persons may buy, sell or recommend for any other client or their own accounts. 14. Meeder's Representations. Meeder represents that it is a registered investment adviser under the Investment Advisers Act of 1940. 15, Client's Representations. Client represents and acknowledges that: (i) Client is the sole owner of the Account assets and has full power and authority to enter into this Agreement and to commit the assets to Meeder's management and supervision; (ii) that the person signing this Agreement on behalf of Client is authorized and empowered to establish accounts and commit the assets to Meeder's management and supervision on the entity's behalf; (III) Client has received Meeder's current Form ADV, Part 2A and B; and (iv) Client has received a copy of Meeder's Privacy Policy. MPF Term'6i Y l.ounCl1 22 — 21 5/7/2024 Page 2 EXHIBIT B COMPENSATION City Council 22 — 22 5/7/2024 X M E E D E R All proposers are required to submit separate proposals ford iscretio nary and non discretionary investment services. Each proposal should include a detailed task list and rate fee schedule. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement. The City shall not provide reimbursement for travel -related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer's cost proposal fee structure. Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid. If providing hourly rate sheets, Proposer shall not include rate ranges or averages. Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City. Our fees reflect both discretionary and non -discretionary investment services. Meeder proposes an asset based advisory fee based on the following schedule: $0 to $100 million 0.05% $100 to $250 million 0.04% Over $250 million 0.03% The investment advisory fee is inclusive of all fees associated with the management of this account and the services listed below will encompass any optional extensions, with the exception of custodial fees. MPF receives no other compensation from any source, including third -parties or mark ups on security prices. INCLUDES: Investment Policy Review » Security Selection » Cash Flow Analysis » Best Execution » Portfolio Management » Compliance Monitoring » Investment Management » Custom Reporting » Monthly Reconciliation » Credit Analysis » Reporting - Monthly&Quarterly » Meetings » Duration Management » Staff Training/Education City Council 22 — 23 5/ftY4F-1/9/24-39257 11 ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 03/26/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. lj@UBROGATION IS WAIVED, subject to the terms and Coe diti n pp FF �rr� r r rPgnt. A statement on Avigi ti c a n nfer rights to the certificate hole er iWetlj rseh� 3)! � c p E - AceV NO TACT Ashley Tevis FAX GAD Insurance, (614 221-1580 Ezt INo: ) (614)221-1500 : AC, 1349 W Lane Avenue MAe s Date. AG A NAICNSt suaERA: Valley Forgelnsumnce Company 20508 OH 43221 IN SUR — NSURER a; Continental Casualty Company 20443 Meeder Investment Management, Inc.; Ale -der Public Funds, Inc INSURER C; Allmerica Financial Benefit 41840 6125 Memorial Drive INSURER D; NN URER E Dublin OH 43017 1 INSURER F: COVERAGES CERTIFICATE NUMBER: CL2432629125 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIODIYYYY POLICY EXP MMIODNM LIMITS COMMERCIAL MERCIAL GENERAL LIABILITY CLAIMSMADE F OCCUR T EACH OCCURRENCE $ 2,000,000 A A T a cu REFT occurrence) $ 1,000,000 MED EXP(Anyone Person) $ 10,000 PERSONAL& ADV INJURY $ 2,000,000 A 6025571227 04/01/2024 04/01/2025 GEN-AGGREGATE LIMITAPPLIES PER: POLICY JECT PRO- FX LOC GENERALAGGREGATE g 4,000,000 PRODUCTS-COMP/OPAGG $ 4,000,000 Hired Auto Physical $ 75,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea axidaot is 1,0010,0000 BODILY INJURY (Par person) $ ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS 6025571227 04/01/2024 04/01/2025 BODILY INJURY(Peraccidumt) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Peraocident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 B EXCESS LIAB CLAIMS -MADE 6074647009 04/01/2024 04/01/2025 DEC RETENTION $ 10,000 $ C WORKERS COMPENSATION YIN AND EMPLOYERVLIABILITY ANY PROPRIETOMPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA W2W-J682426-00 04/01I2024 04/01/2025 V PER OTH- /� STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, drecnbe antler DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Blanket Property, Special Form, Replacement Cost 6025571227 04/01/2024 04I01/2025 Building Limit Contents Limit $6,457,829 $2,025,858 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) This document neither affrmafively nor negatively amends, extends, or alters the terms of or the coverage afforded by policy referenced herein. WC States: AZICA/CO/CT/FL/GA/IA/IL/IN/KY/MI/MO/NC/NJ/NV/PA/SC/TX/UT CERTIFICATE City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 AUTHORIZED REPRESENTATIVE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROI Wek MRrugnnmt IXviefan d REVIEWED is APPROVED BY. � Ace A44 �1 Risk Management Specialist ©1988.2015 ACOF ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Hanover Jnsurance Group_ W2WJ682426 2003388 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule AZ,CO,CT,FL,GA, IL,IN, IA,M I,MO,NV,PA,SC THIS ENDORSMENT APPLIES AS A BLANKET WAIVER OF SUBROGATION FOR THOSE PARTIES HAVING A WRITTEN CONTRACT WITH THE POLICYHOLDER REQUIRING A WAIVER OF SUBROGATION FOR WORKERS COMPENSATION COVERAGE OF THE POLICYHOLDERS EMPLOYEES. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Insured Effective Policy No. Endorsement No. Premium Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. PJA Mnnagemet tDlvisiun REVIEWED&APPROVrDaY. Risk Management SpedAist CNA SS146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.e. Primary — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage H. Liability Extension Coverages A. Bodily Injury— Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED —BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) xleleMougemmLnMelon Rsmewm&Mm/ovm�By., ( - Risk Management specialist 01 Copyright, CNA All Rights Reserved. Policy 6025571227 SB146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract," b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard" But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury, "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) �„o.•v RA MmaganadDhisinn �I \y REAEWm&APPRWmaY: Risk Management Spedalist 01 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. C Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this n insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status "written contract," we will treat as a "written contract" any governmental pe elaltMoftmo,roivislan the governmental entity as an additional insured. a' I r` aenEwEo&ArrRov®By: SB146932G (10-19) fi+� fkwtiie Risk Management spenaim Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage:" or (b) The offense that caused the "personal and advertising injury", for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) RAMomgemadDhisiun r&MI D & APPRoveo ft O—� Risk Management SpedNst 01 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. It. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury— Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of Named Insureds are insureds with respect to such spouses' acts, errors or omissions Insured's business. �-� SB146932G (10-19) ,-;R1eleMmrgmintDlAsimt N i�.. �@ i&VIEWm SAPPROV ®aV: M. Risk Management Spedmist Copyright, CNA All Rights Reserved. Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1, is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability— Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the 'property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the 'property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work' was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work' and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to 'property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to 'property damage" included in the "products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to th Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) RlekMaugaRmtDivb1 SB146932G (10-19) � Rm n fREVIEWEDAA&APPRO�B'r • A-ju AIIV411 a:F �' Risk Management Spedzlls[ Copyright, CNA All Rights Reserved. Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury— Discrimination or Humiliation Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) wokM�agrmattDiWsion �����������,..,,..������ RenEvumen&-A'P�P•Rov®Br. Risk Management SpeddBt of Copynght, CNA All Rights Reserved. A� o® CERTIFICATE OF LIABILITY INSURANCE DATE(MMID DM 24m THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on is certificate does not confer rights to the I c yft"e ement(s). P ° //��� I I I>�t��rICeS, Inc. 32 Id S i Angle Aceve New York NY 10005 ^� /t NAME: Dalton Trimnal ONE FAX 646-759-3535 AIC No oAlLss: Dalton.Trimnal alliant.com INSURERS AFFORDING COVERAGE NAICIf Date. 2024.0 URERA: COntlneOtal CRSU3I Gom an 2D443 _ SU 0 • 1 Meader Public Funds, Inc. 6125 Memorial Drive SURERB: Eve rest NB110nal Insurance CiOm 10120 INSURER C: INSURER D: Dublin, OH 43017 INSURER E NSURER F : COVERAGES CERTIFICATE NUMBER: 1891317859 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR TYPE OF INSURANCE ADDLSUBR POLICYNUMBER POLICY EFF MM/OOfYYYY) POLICY EXP IMMIODNYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ OCCUR ETORENTED DAMACLAIMS-WDE PREMISES fE. occurrence 8 MEO EXP (Any one person) $ PERSONAL a ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY E PRO-JECT ❑ LOC PRODUCTS - COMP/OPAGG $ $ OTHER: AUrOMOBILELIABlU`rY COMBaccidentINEOSI NGLE LI MIT Ea $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Peracotclum $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLAUAS OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS DAB CIAIMS-MADE DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER E.L. EACH ACCIDENT $ ANYPROPRIETOWPARTNEWEXECU IVE OFFICEWMEMBEREXCLUDED? ❑ NIA E.L. DISEASE -EA EMPLOYEE $ (Mandate" in NH) I(yes, descrbe under DESCRIPTION OF OPERATIONS below i E.L.DISEASE-POUCYUMIT S A Management and Professional Liab. 652130249 7/31/2023 7/31/2024 Limit of Liability: $7.500,000 B Imucance FLSEX00540-231 7/31/2023 7/31/2024 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached ifmore space is required) Evidence of coverage only. City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PRC AUTHORIZED REPRESENTATNE REvIeAuG&..P' APPRcv oBr. Risk Management Spectalist ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 02/20/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Ashley Tevis NAME: GAD Insurance, LLC PHONE (614) 221-1500 FAX (614) 221-1580 AIC No Ext : A/C No E-MAIL atevis@gadinsurance.com ADDRESS: 1349 W Lane Avenue INSURER(S) AFFORDING COVERAGE NAIC # Ste 1000B INSURERA: Valley Forge Insurance Company 20508 Columbus OH 43221 INSURED INSURER B : Allmerica Financial Benefit 41840 INSURER C : Meeder Investment Management; Meeder Public Funds INSURER D : 6135 MEMORIAL DR INSURER E : INSURERF: DUBLIN OH 43017 COVERAGES CERTIFICATE NUMBER: CL2522030802 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE � OCCUR DAMAGE PREMSESOEaolccu".nce $ 1,000,000 _7TED MED EXP (Any one person) $ 10,000 PERSONAL& ADV INJURY $ 2,000,000 A 6025571227 04/01/2025 04/01/2026 LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 H'LAGGREGATE POLICY N PRO FX LOC JECT PRODUCTS-COMP/OPAGG $ 4,000,000 Hired Auto Physical $ 75,000 OTHER: $0 Deductible AUTOMOBILE LIABILITY C�OWIBIIYEO SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS 6025571227 04/01/2025 04/01/2026 BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 A EXCESS LIAB CLAIMS -MADE 6025571227 04/01/2025 04/01/2026 DED I X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) NIA W2WJ682426 04/01/2025 04/01/2026 XSTATUTE EORH E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE- EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This document neither affirmatively nor negatively amends, extends, or alters the terms of or the coverage afforded by policy referenced herein. WC States: AZ/CA/CO/FL/IA/IL/IN/KY/MI/MO/NC/NJ/NV/PA/TX/UT Dlglta�lyslgned APPROVED Tu Tran by Tu Tran Nguyen Nguyen Date: 2025.04.15 By Tu Tran Nguyen at 7:54 am, Apr 15, 2025 07:54:58-0700' CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attention: Rosie Perez 20 Civic Center Plaza M-17 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 r @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD A CK i. R �r . CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDYYYY) 3/27/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Alliant Insurance Services, Inc. 32 Old Slip New York NY 10005 CONTACT NAME: Dalton Trlmnal PHONE FAX A/c No Ext : 646-759-3535 A/c No): ADDRESS: Dalton.Trimnal@aIliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Continental Casualty Company 20443 INSURED MEEDINV-01 Meeder Public Funds, Inc. INSURER B : Everest National Insurance Corn 10120 6125 Memorial Drive INSURERC: INSURER D : Dublin, OH 43017 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:869320696 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBRPOLICY POLICY NUMBER MM/DD/YYYY MMDD YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE RENTEante CLAIMS-MADE1:1 OCCUR PR EM SESO a occur $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑ JECT PRO ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E. L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ NIA E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Management and Professional Liab. 652130249 7/31/2024 7/31/2025 Aggregate Limit $10,000,000 B Insurance FL5EXOD540-241 7/31/2024 7/31/2025 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of coverage only. APPROVED By Tu Tran Nguyen at 7:54 am, Apr 15, 2025 _] CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attention: Rosie Perez 20 Civic Center Plaza M-17 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 _- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD A Ell4sg32G .-Ed. t-3-19,i BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED —BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: N a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the N assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; N b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; if. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright, CNA All Rights Reserved. Policy 6025571227 SB146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. orf.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's N liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: N (1) The following hazards in connection with premises you own, rent, or control and to which this N insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, N awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract'; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury— Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: M N N (1) You or any additional insured that is an individual; N (2) Any partner, if you or an additional insured is a partnership; N (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. N (17) Fines or Penalties N Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by N endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright, CNA All Rights Reserved. Jnsuranctim We have the right jo recov-!�r our p:3ymenk5 from vinyone liable for an injury GOVered by 1hi:5 policy. We will iiot Lftrlfort-a Our fight agau1SL 1he per-sorti -or organization narn-ad ir5 the S &dule. (This agr-aemanl applies only to the extent that you perform work Linder a writlen conlre-ct that regoires yfu to ok>'tain this agreement from us.) This agreement a,haLl not operate d ifectly or indireo ly to benefit, anyone not inamed in lie Schedule sehedule .C4,GT.FL.GA,IL.IN, IA.M I_IV14M,PA,SC THIS ENIDORSMENT APPLIES AS A 15LANKET WAIVER OF SUBROGATION FOR THOSE PARTIES HAVIR i A. WRITTEN CGf4TRACTWITH THE POLICYHOLDER REQUIRING ilWAIVE R Of $1J5ROGATION FOR WORKERS COMPENSATION COVERAGE OF THE POLICYHOCIERS EMPLOYEES. Thy encjor rnent Chfl the pollCyr to whlCh It Is atlwh-ed end i�R efteCtive on the cj$te IMueo unless olherwvse 51pled. (The inforrrretlon below 4s required -onN when Ihl!3 endorsement Is Issued subsequent to preparallon of the policy.) Endorsemeni Effective PQIiory No.. Endo -semen[ No. In�Ured Prwnium Iri*uronto ConVwq GounterSigrl" by M090313 fE& I Copynghl 1= Nallonal Cnirol oin UrnpensaUon Inewenae. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the rightto recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right againstthe person ororganization named inthe Schedule. (This agreement applies onlyto the extent that you perform work under a written contract that requires you to obtain this agreementfrom us.) You mustmaintain payroll records accuratelysegregating the remuneration of your employees while engaged in thework described in the Schedule. The additional premium forthis endorsement shall be 2%of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description APPLIES AS BLANKET WAIVER FOR THOSE HAVING A WRITTEN CONTRACT WITH THE POLICY- HOLDER REQUIRING WOS FOR WC POLICYHOLDER EMPLOYEES. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequentto preparation of the policy.) Endorsement Effective 4/1/2025 Policy No.W2WJ682426 Endorsement No. Insured Meeder Investment Management Inc. Insurance Company Allmerica Financial Benefit Countersigned By WC 04 03 06 (Ed 04-84) CNA Financial Insolvency means the appointment of a receiver, conservator, liquidator, trustee (including bankruptcy, insolvency, or litigation trustee), rehabilitator, or similar official, or creditors', bondholder, or equity committee, or any other group of creditors on behalf of or in the right of such Insured Entity, to take control of, supervise, manage, or liquidate an Insured Entity or Outside Entity. D. The definition of Non-Indemnifiable Loss is deleted and replaced with the following: Non-Indemnifiable Loss means any Loss incurred by an Insured Person that an Insured Entity or an Outside Entity fails or refuses to pay, advance, or indemnify: due to Financial Insolvency; 2. because such indemnification is not permitted pursuant to the Organizational Document of an Insured Entity or Outside Entity; or Loss that no Registered Fund is able to indemnify to such Insured Person because the Registered Fund or series or portfolio of such Registered Fund has been closed, discontinued, liquidated or otherwise dissolved including circumstances where a Registered Fund, or series or portfolio of such Registered Fund that is liquidated, is not permitted by law to cross -indemnify such Insured Person. E. The definition of Professional Services Client is deleted and replaced with the following: Professional Services Client means: 1. a customer, client, or group of customers or clients; or 2. unaffiliated investment adviser or third party fund, that has received, or has been rendered Professional Services by an Insured. The definition of Registered Fund is deleted and replaced with the following: any investment company registered under the Investment Company Act of 1940: (a) created or sponsored by an Insured Entity as of the effective date of this Policy; (b) which is listed on the Schedule of Registered Funds attached to this policy or in the Application; or (c) that has been terminated, merged, sold or dissolved, including any series of portfolios of such investment company, but only for Wrongful Acts that occurred while such Registered Fund was sponsored or managed by the Insured Entity; or past, present, or future series of portfolios of any investment company described in 1(a) or (b) above; or any entity in which a Registered Fund has Management Control but only for Wrongful Acts that occurred while such Registered Fund was sponsored or managed by the Insured Entity, and such Registered Fund maintained Management Control over such entity. G. The definition of Responsible Person is deleted and replaced with the following: Responsible Person means the Chief Executive Officer, Chief Financial Officer, or In -House Counsel of the Named Insured, or Chairman of Registered Fund. H. The definition of Subsidiary is deleted and replaced with the following: Subsidiary means an entity in which an Insured Entity has Management Control directly or indirectly through one or more other Subsidiaries: 1. on or before the effective date of this Policy; 2. after the effective date of this Policy by reason or being created or acquired by an Insured Entity after such date, subject to paragraph 1.(a) in Section XI, Change of Control or Status of Insureds; or any entity described in 1. or 2. above as a debtor in possession under United States bankruptcy law or such similar law of any other country. Subsidiary does not include any Fund or Portfolio Company. CNA96738XX (3-22) Policy No: 652130249 Page 2 Endorsement No: 14 Continental Casualty Company Effective Date: 07/31/2024 Insured Name: Meeder Investment Management, Inc. © CNA All Rights Reserved. CNA V VI Insurer's Consent Subject to the following paragraph, the Insureds shall not agree to any settlement, make any offer of settlement, stipulate to any judgment, incur any Defense Costs, Loss, Shareholder Derivative Investigative Costs, Extradition Costs, Facilitation Costs, Non -Party Witness Fees, or any similar cost or expense, or admit any liability or assume any contractual obligation, without the Insurer's prior written consent, such consent not to be unreasonably withheld. Notwithstanding the above: (a) the Insureds may incur up to fifty percent (50%) of the applicable Retention in Defense Costs without the Insurer's prior written consent; provided that any Defense Costs in excess of this amount will be subject to the Insurer's written consent. (b) if the Insureds are able to settle all Claims, including all Interrelated Wrongful Acts, for an aggregate amount, including Defense Costs, not exceeding the applicable Retention, the Insurer's consent shall not be required for the settlement of such Claims. C. Paragraph 4. Allocation deleted and replaced with the following: Allocation The Insurer and the Insureds shall use their best efforts to determine a fair and proper allocation between Loss and any amount that is not covered Loss or any other amount, based on the relative legal and financial exposures of the covered parties to the covered matters. Failure of the Insurer and the Insured to agree to an allocation determination shall not preclude the Insurer from advancing Defense Costs in accordance with paragraph 3 in Section IV, Limit of Liability/Retention/Indemnification/ Advancement of Defense Costs. If the Insured Entity and the Insurer cannot, after exerting their best efforts, agree on an allocation of insured and uninsured Defense Costs, the Insurer then shall advance the percentage of Defense Costs which the Insurer states to be fair and proper until a different allocation is agreed upon or determined pursuant to the provisions of this Policy and applicable law. However, the Insurer will advance one hundred percent (100%) of Defense Costs incurred by Insured Persons. Any allocation or advancement of Defense Costs shall not apply to or create any presumption with respect to the allocation of other Loss. Section VI, Subrogation is amended by adding the following: Any amount of recovery made by the Insurer, less any costs incurred by the Insurer to obtain such recovery, shall be applied to the applicable Coverage Part Limit of Liability. The Insurer shall not subrogate against any Professional Services Client or any Insured. Section VII, Notice and Interrelated Claims is amended as follows: A. Paragraph 1 Notice of Claim is deleted and replaced with the following: Notice of Claim The Insureds shall, as a condition precedent to the obligations of the Insurer under this Policy, give written notice to the Insurer of each Claim as soon as practicable after a Responsible Person first becomes aware of such Claim, but in no event later than: (a) ninety (90) days after the termination or expiration of the Policy Period or Coverage Part, provided that the Policy has not been renewed by the Insurer or extended by CNA96738XX (3-22) Policy No: 652130249 Page 7 Endorsement No: 14 Continental Casualty Company Effective Date: 07/31/2024 Insured Name: Meeder Investment Management, Inc. © CNA All Rights Reserved. 74/1/2026 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Alliant Insurance Services, Inc. PHONE Dalton Trimnal FAX 32 Old Slip A/c No EXt: A/C,No): E-MNew York NY 10005 ADDRESS: Dalton.Trimnal@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Continental Casualty Company 20443 INSURED MEEDINV-01 INSURERB: Continental Insurance Company 35289 Meeder Public Funds, Inc. 6125 Memorial Drive INsuRERc:XL Specialty Insurance Company 37885 Dublin , OH 43017 INSURERD: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:1438979160 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ OCCUR DAMAGE S( RENTED CLAIMS-MADE PREMISES Ea occurrence) ccurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Management and Professional Liab. 652130249 7/31/2025 7/31/2026 Limit $5,000,000 C ELU205537-25 7/31/2025 7/31/2026 B ELU205539-25 7/31/2025 7/31/2026 Excess Limit $5M XS$5M Excess IDL $3M XS$10M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Financial Institutions Bond:6052129778;7/31/2025-7/31/2026;Continental Casualty Company;Aggregate Limit:$20,000,000 Financial Institutions Bond:BFBD-45006696-20;3/31/2026-3/31/2027;Berkley Insurance Company;Aggregate Limit:$20,000,000 xs$20,000,000 Financial Institutions Bond: FSF49388000; 3/31/2026-7/31/2026; Great American Insurance Company;Aggregate Limit:$10,000,000 xs$40,000,000 Cyber Liability: CYR-108246218-00; 7/31/2025-7/31/2026;Travelers Excess and Surplus Lines Company;Limit:$3,000,000 Evidence of coverage only. APPROVED By Tu Tran Nguyen at 7:22 am,Apr 16,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attention: Rosie Perez 20 Civic Center Plaza M-17 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) ACCOR" CERTIFICATE OF LIABILITY INSURANCE 03/31/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Ashley Tevis NAME: GAD Insurance,LLC HICONNo Ext: (614)221-1500 a/c,No): (614)467-3788 1349 W Lane Avenue E-MAIL atevis@gadinsurance.com ADDRESS: Ste 1000B INSURER(S)AFFORDING COVERAGE NAIC# Columbus OH 43221 INSURERA: Chubb National Insurance Company 10052 INSURED INSURER B: Great Northern Insurance Company 20303 Meeder Investment Management;Meeder Public Funds; INSURER C: Federal Insurance Company 20281 Meeder Asset Management Inc.;Meeder Advisory Services,Inc. INSURER D: 6125 Memorial Dr INSURER E: Dublin OH 43017 INSURER F: COVERAGES CERTIFICATE NUMBER: CL2633132992 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO CLAIMS-MADE OCCUR FIR SES Ea oNcurrDence $ 2,000,000 MED EXP(Any one person) $ A D03632441 04/01/2026 04/01/2027 PERSONAL&ADV INJURY $ 2,000,000 MOTHER L AGGREGATE LIMIT APPLIES PERGENERAL AGGREGATE $ 4,000,000 POLICY ElPRO FX LOC PRODUCTS-COMP/OP AGG $ 4,000,000 JECT: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED 7366-2720 04/01/2026 04/01/2027 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accident X HCPD $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 C EXCESS LAB CLAIMS-MADE 5673-5268 04/01/2026 04/01/2027 AGGREGATE $ 10,000,000 DED I X1 RETENTION $ 0 $ WORKERS COMPENSATION /� STATUTE EORH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ A OFFICER/MEMBEREXCLUDED? ❑ N/A 7184-6437 04/01/2026 04/01/2027 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) This document neither affirmatively nor negatively amends,extends,or alters the terms of or the coverage afforded by policy referenced herein. States Covered: AZ,CA,CO,FL,IA,IL,IN,KY,MD,MI,MO,NC,NJ,NV,OR,PA,TX,UT APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 7:22 am,Apr 16,q2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana Finance and Management Services Agency ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Rosie Perez AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana CA 92702 '.A WK ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04-01-26 Policy No. 71846437 Endorsement No. 001 Insured MEEDER INVESTMENT MANAGEMENT INC Premium $ Incl . Insurance Company Chubb National Insurance Company Countersigned By WC 00 03 13 (Ed.4-84) ©1983 National Council on Compensation Insurance. Insured Copy CHUBS" COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT Named insured MEEDER INVESTMENT MANAGEMENT Policy Number Policy Period Effective Date of Endorsement D03632441 04/01/2026 to 04/01/2027 04/01/2026 Name of Company CHUBB NATIONAL INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following. If any other endorsement attached to this policy amends any provision also amended by this enhancement endorsement,then that other endorsement controls with respect to such provision,and the changes made by this enhancement endorsement with respect to such provision do not apply. TABLE OF CONTENTS A. Expected Or Intended In -Exception For Property Damage Caused By Reasonable Use Of Force B. Non-Owned Watercraft Under 55 Feet C. Non-Owned AircraftException D. Damage To Property-Exception For Equipment Loaned Or Rented To The Insured E. Electronic Data-Exception For Physical Injury To Tangible Property F. Pollution-Exception For Damage To Rented Premises Caused By Hostile Fire G. Personal And Advertising Injury Coverage-Contractual Liability Exception For Insured Contracts H. Medical Expenses Coverage-Three Years To Report Expenses I. Supplementary Payments-Increased Limits J. Who Is An Insured - Subsidiaries Or Newly Acquired Or Formed Organizations - Including New And Existing Subsidiaries,Partnerships,Joint Ventures,Limited Liability Companies K. Who Is An Insured-Employees Including Incidental Healthcare Professional Services L. Additional Insureds Controlling Interest Lessors Of Leased Equipment Managers Or Lessors Of Premises Mortgagee,Assignee Or Receiver Other Persons Or Organizations Pursuant To A Contract Or Agreement Trade Show-Event Lessor Vendors M. Medical Expense Limit-$15,000 N. Knowledge/Notice Of Occurrence 0. Primary And Non-Contributory CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 1 of 9 P. Unintentional Failure To Disclose Hazards Q. Waiver Of Subrogation Required By Contract R. In Rem S. Coverage Territory-Limited Worldwide T. Insured Contract Amended-Railroad Limitations Removed A. Expected Or Intended Injury-Exception For Property Damage Caused By Reasonable Use Of Force Exclusion a. under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: a. Expected Or Intended Injury "Bodily injury"or"property damage"expected or intended from the standpoint of the insured,even if the actual "bodily injury"or"property damage"is of a different degree or type than intended or expected.This exclusion does not apply to"bodily injury"or"property damage"resulting from the use of reasonable force to protect persons or property. B. Non-Owned Watercraft Under 55 Feet Paragraph(2)of Exclusion g.under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability is deleted and replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 55 feet long;and (b) Not being used to carry persons or property for a charge; C. Non-Owned Aircraft Exception Exclusion g. under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is amended to include the following exception: This exclusion does not apply to: (6) An aircraft you do not own provided: (a) The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; (b) It is rented with a trained,paid crew;and (c) It does not transport persons or cargo for a charge. D. Damage To Property-Exception For Equipment Loaned Or Rented To The Insured Exclusion J. under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is amended to include the following exception: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. E. Electronic Data-Exception For Physical Injury To Tangible Property Exclusion p. under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 2 of 9 Damage Liability is deleted and replaced by the following: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However,this exclusion does not apply to: (1) 'Bodily injury";or (2) Physical injury to tangible property. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software,hard or floppy disks,CD-ROMs,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. F. Pollution-Exception For Damage To Rented Premises Caused By Hostile Fire Exclusion f. under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is amended to include the following exception: This exclusion does not apply to "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner and caused by a "hostile fire", explosion, smoke or leakage from fire protection equipment. G. Personal And Advertising Injury Coverage-Contractual Liability Exception For Insured Contracts Exclusion e.under Paragraph 2.Exclusions of Section I-Coverage B-Personal And Advertising Injury Liability is deleted and replaced by the following: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement.This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement;or (2) Assumed in a written contract or agreement that is an "insured contract" provided the "personal and advertising injury"is caused by an offense first committed after the execution of the contract or agreement. H. Medical Expenses Coverage-Three Years To Report Expenses Subparagraph La.(b) under Section I- Coverage C- Medical Payments is deleted and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident;and I. Supplementary Payments-Increased Limits Paragraph L under Section I-Supplementary Payments-Coverages A And B is deleted and replaced by the following: L We will pay,with respect to any claim we investigate or settle, or any"suit' against an insured we defend: a. All expenses we incur. b. The cost of: CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 3 of 9 (1) Bail bonds;or (2) Bonds required to: (a) Appeal judgments;or (b) Release attachments; but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. c. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit",including actual loss of earnings up to$1,000 a day because of time off from work. d. All court costs taxed against the insured in the"suit". e. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. f. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid,offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. J. Who Is An Insured- Subsidiaries Or Newly Acquired Or Formed Organizations - Including New And Existing Subsidiaries,Partnerships,Joint Ventures,Limited Liability Companies Paragraph 2.under Section H-Who Is An Insured is deleted and replaced by the following: 2. If there is no other insurance available,each of the following is also a Named Insured: a. A subsidiary organization of the first Named Insured shown in the Declarations of which,at the beginning of the policy period and at the time of loss,the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization;or b. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period,if at the time of loss the first Named Insured controls, either directly or indirectly,more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. R. Who Is An Insured-Employees Including Incidental Healthcare Professional Services Paragraph 3.a.under Section H-Who Is An Insured is deleted and replaced by the following: 3. Each of the following is also an insured: a. Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no "employee" is an insured for: (1) 'Bodily injury"or"personal and advertising injury": (a) To you, to any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or to any co-"employee"while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b) To the brother, child,parent,sister or spouse of such injured person as a consequence CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 4 of 9 of any injury described in Paragraph(1)(a)above;or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph(1)(a)or(b)above. With respect to"bodily injury"only,the limitations described in Paragraph 3.a.(1)above do not apply to: (i) You or to your directors, managers, members, "executive officers", partners or supervisors as insureds; (P) Your "employees" as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an "employee";or (iii)Your "employees" who are nurses, emergency medical technicians, or paramedics as insureds, with respect to such damages that are caused by providing or failing to provide professional healthcare services,but only if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. (2) "Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or by any of your "employees". This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner. L. Additional Insureds Paragraph 3.under SectionIt-Who Is An Insured is amended by including the following: Controlling Interest Any person or organization that has financial control of you or owns, maintains or controls premises while you lease or occupy such premises,but only with respect to their liability arising out of: (1) Their financial control of you;or (2) Premises they own,maintain or control while you lease or occupy these premises. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by or for that person or organization. Lessors Of Leased Equipment Any person or organization from whom you lease equipment,but only with respect to the maintenance or use by you of such equipment,and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to an "occurrence" that takes place, or an offense that is committed,after the equipment lease ends. Managers Or Lessors Of Premises Any person or organization from whom you lease premises, but only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part.However,no such person or organization is an insured with respect to: (1) An "occurrence"that takes place,or an offense that is committed,after you cease to be a tenant in CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 5 of 9 such premises;or (2) Any structural alteration,new construction or demolition operations performed by or on behalf of them. Mortgagee,Assignee Or Receiver A mortgagee, assignee or receiver of premises, but only with respect to such mortgagee, assignee or receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of your ownership, maintenance or use of a premises by you. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by,on behalf of,or for such additional insured. Other Persons Or Organizations Pursuant To A Contract Or Agreement Any person or organization that you are obligated pursuant to a contract or agreement to provide with such insurance as is afforded by this policy are insureds. However,the person or organization is an insured only: (1) To the extent such contract or agreement requires the person or organization to be afforded status as an insured; (2) For activities that did not occur, in whole or in part, before the execution of the contract or agreement;and (3) With respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured: (1) That is more specifically identified under any other provision of Section II - Who Is an Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability(of another person or organization)by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage" or "personal and advertising injury"caused by: (1) Your acts or omissions;or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations at the trade show event premises during the trade show event. However, no such person or organization is an insured with respect to "bodily injury" or "property damage"included within the"products-completed operations hazard". Vendors Any person or organization who is a vendor of"your products", but only with respect to liability for "bodily injury" or "property damage" resulting from the distribution or sale of"your product" in the regular course of their business.However,no such person or organization is an insured with respect to CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 6 of 9 any: (1) Assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages for"bodily injury"or"property damage" that such person or organization would have in the absence of such contract or agreement; (2) Representation or warranty unauthorized by you; (3) Physical or chemical change in"your product"made intentionally by the vendor; (4) Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Failure to make such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of`your product'; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of"your product";or (7) Of"your products"which,after distribution or sale by you,have been labeled or relabeled or used as a container,ingredient or part of any other thing or substance by or for the vendor. Further,no person or organization is an insured from whom you have acquired"your product",or any ingredient,part or container entering into,accompanying or containing"your product". Limitations Applicable To Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above,the following limitations apply to such insured: (1) The insurance afforded to such additional insured only applies to the extent permitted by law;and (2) If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Limits Of Insurance Applicable to Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above,the following is added to Section III-Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement;or (2) Available under the applicable limits of insurance; whichever is less. However,the above paragraph shall not increase the applicable limits of insurance. M. Medical Expense Limit-$15,000 Paragraph 7.under Section III-Limits Of Insurance is amended by including the following: The Medical Expense Limit is the greater of: a. $15,000;or CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 7 of 9 b. The amount shown in the Declarations for the Medical Expense Limit. N. Knowledge/Notice Of Occurrence Paragraph 2. under Section IV - Commercial General Liability Conditions is amended to include the following: f. Knowledge of an "occurrence" or offense by an agent or "employee" of the insured will not constitute knowledge by the insured,unless an"executive officer"(whether or not an "employee") of any insured or an"executive officer's"designee knows about such"occurrence"or offense. g. Failure of an agent or"employee"of the insured,other than an"executive officer"(whether or not an"employee")of any insured or an"executive officer's"designee,to notify us of an"occurrence"or offense that such person knows about will not affect the insurance afforded to you. h. If a claim or loss does not reasonably appear to involve this insurance,but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition,provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. O. Primary And Non-Contributory Subparagraph 4.a. under Section IV- Commercial General Liability Conditions is amended to include the following: However, if you are obligated to a written contract or agreement to provide a person or organization that is included in Section H - Who Is an Insured with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization. P. Unintentional Failure To Disclose Hazards Paragraph 6. under Section IV - Commercial General Liability Conditions is amended to include the following: Unintentional failure of an"employee"of the insured to disclose a hazard or other material information will not violate this condition, unless an "executive officer" (whether or not an "employee") of any insured knows about such hazard or other material information. Q. Waiver Of Subrogation Required By Contract Paragraph&under Section IV-Commercial General Liability Conditions is deleted and replaced by the following: & Waiver Of Subrogation Required By Contract We will waive the rights of recovery we would otherwise have had against another person or organization,for loss to which this insurance applies,provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them.This paragraph does not apply to Coverage C. R. In Rem The following is added to Section IV-Commercial General Liability Conditions: CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 8 of 9 Any"suit"brought as an action In Rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such "suit" were brought against the insured. S. Coverage Territory-limited Worldwide Paragraph 4.under Section V-Definitions is deleted and replaced by the following: 4. "Coverage territory"means all parts of the world. However,"coverage territory"does not include any: a. `Bodily injury" or "property damage" that takes place or any offense committed outside of the United States of America(including its possessions and territories),Canada and Puerto Rico,unless the insured's responsibility to pay damages is determined by a"suit"on the merits that is brought in the United States of America(including its possessions and territories),Canada or Puerto Rico;or b. Injury or damage in connection with any "suit" brought outside the United States of America (including its possessions and territories),Canada and Puerto Rico. T. Insured Contract Amended-Railroad Limitations Removed Paragraph 9.under Section V-Definitions is deleted and replaced by the following: 9. "Insured contract"means: a. A lease of premises; b. A sidetrack agreement; c. An easement or license agreement; d. An obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; e. An elevator maintenance agreement;or f. Any other contract or agreement pertaining to your business(including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another person or organization to pay damages, to which this insurance applies,sustained by a third person or organization. "Insured contract" does not include that part of any contract or agreement that indemnifies an architect,engineer or surveyor for damages arising out of: (1) Preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys,field orders,change orders,designs or specifications;or (2) Giving directions or instructions,or failing to give them. All Other Terms And Conditions Remain Unchanged. <ENDSIG> Authorized Representative CB CG 04 00010320 Includes copyrighted material of Insurance Services Office,with its permission. Page 9 of 9 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the"insured"than other provisions of the Business Auto Coverage Form,the provisions of this endorsement apply. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION of the COMMON POLICY CONDITIONS form IL oo 17 is deleted and replaced with the following: b. 6o days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: (1) A subsidiary organization of yours of which,at the beginning of the policy period and at the time of loss, you own more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization.However,the Named Insured does not include any subsidiary that is an"insured"under any other automobile policy or would be an"insured"under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) A subsidiary organization that is acquired or formed by you during the policy period,if at the time of loss, you own more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization. However,the Named Insured does not include any newly formed or acquired organization: (a) That is an"insured"under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy;or (c) 18o days or more after its acquisition or formation by you or the end of the policy period,whichever is earlier,unless you have given us notice of the acquisition or formation. Coverage does not apply to"bodily injury"or"property damage"that results from an"accident"that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. —WHO IS AN INSURED—of SECTION II— COVERED AUTOS LIABILITY COVERAGE is amended to add the following: d. Any"employee"of yours while using a covered"auto"you do not own,hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. —WHO IS AN INSURED—of SECTION II— COVERED AUTOS LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered"auto"while the"auto"is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor;and (2) The"auto'is leased without a driver. Such leased"auto'will be considered a covered"auto'you own and not a covered"auto'you hire. Form:16-02-0292(Ed.4-25) Page i of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. However,the lessor is an"insured"only for"bodily injury"or"property damage"resulting from the acts or omissions by: (a) You; (b) Any of your"employees"or agents; or (c) Any person,except the lessor or any"employee"or agent of the lessor, operating an"auto"with the permission of any of(a)or(b)above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 —WHO IS AN INSURED — of SECTION II — COVERED AUTOS LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an"insured". However,such person or organization is an"insured"only: (1) with respect to the operation,maintenance or use of a covered"auto";and (2) for"bodily injury"or"property damage"caused by an"accident"which takes place after: (a) You executed the"insured contract"or written agreement;or (b) The permit has been issued to you. If you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. This provision does not apply to other insurance to which the additional insured has also been added as an additional insured. 3. SUPPLEMENTARY PAYMENTS—INCREASED LIMITS Under SECTION II—COVERED AUTOS LIABILITY COVERAGE,subsection A.Coverage,paragraph 2.Coverage Extensions, subparagraph a. Supplementary Payments, subparagraphs (2) and (4) are deleted and replaced by the following: (2) Up to$5,000 for cost of bail bonds(including bonds for related traffic law violations)required because of an "accident"we cover.We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings, up to $i,000 a day because of time off from work. 4. FELLOW EMPLOYEE COVERAGE EXCLUSION B.S. —FELLOW EMPLOYEE—of SECTION II—COVERED AUTOS LIABILITY COVERAGE does not apply. 5. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. —TRANSPORTATION EXPENSES — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to provide a limit of$6o per day,subject to a maximum limit of$1,800. 6. AUTO LOAN/LEASE GAP COVERAGE Paragraph A.4.—COVERAGE EXTENSIONS—of SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total"loss"to a covered"auto",we will pay any unpaid amount due on the loan or lease for a covered"auto"minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and Form: 16-02-0292(Ed.4-25) Page 2 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 2. Any: a. Overdue loan/lease payments at the time of the"loss"; b. Financial penalties imposed under a lease for excessive use,abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance Purchased with the loan or lease:and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered"auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered"auto";or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered"auto'. The Auto Loan/Lease Gap Coverage insurance provided by this endorsement is excess over any other primary collectible insurance including but not limited to any coverage provided by or purchased from the lessor. 7. VEHICLE VINYL WRAP COVERAGE Paragraph A.4.—COVERAGE EXTENSIONS—of SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Vehicle Vinyl Wrap Coverage In the event of a total "loss" to an "auto' for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form,then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the"auto',we will pay up to$i,000 for vinyl vehicle wraps which are displayed on the covered"auto'at the time of loss.Regardless of the number of"autos"deemed a total"loss", the most we will pay under this Coverage for any one"loss"is$2,000. For purposes of this coverage, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. 8. PERSONAL PROPERTY COVERAGE Paragraph A.4.—COVERAGE EXTENSIONS—of SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Personal Property Coverage We will pay up to$1,000 for"loss"to wearing apparel and other personal effects which are: (1) Owned by an"insured";and (2) In or on your covered"auto'. This Coverage applies only: (a) In the event of total theft of your covered"auto';and (b) If such wearing apparel or other personal effects cannot be recovered. This Coverage is not subject to a deductible. The limit shown above applies in addition to any other insurance for personal property provided elsewhere in this policy. This coverage only applies to "autos" for which Comprehensive or Specified Causes of Loss coverages are provided under this Coverage Form. 9. REPLACEMENT WITH A HYBRID OR ALTERNATIVE FUEL SOURCE AUTO Form:16-02-0292(Ed.4-25) Page 3 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Paragraph A.4.—COVERAGE EXTENSIONS—of SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: f. Replacement Of A Private Passenger Auto With A Hybrid Or Alternative Fuel Source Auto In the event of a total "loss" to an "auto' for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form,we will pay the actual cash value,plus an additional io (up to a maximum of$2,500),to replace a solely internal combustion engine vehicle with a hybrid vehicle or alternative fuel source vehicle. io. RENTAL AGENCY EXPENSE Paragraph A.4.—COVERAGE EXTENSIONS—of SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: g. Rental Expense We will pay the following expenses that you or any of your"employees"are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: (1) $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or"loss"of,that vehicle,including income lost due to absence of that vehicle for use as a replacement; (2) $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered"loss"; (3) $2,500 for administrative expenses incurred by the rental agency,as stated in the contract or agreement; and (4) $7,500.00 maximum total amount for paragraphs(1),(2)and(3)combined. 11. EXTRA EXPENSE—BROADENED COVERAGE Paragraph A.4.—COVERAGE EXTENSIONS—of SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: h. Recovery Expense We will pay for the expense of returning a stolen covered"auto'to you. 12. AIRBAG COVERAGE Paragraph B.3.a. — EXCLUSIONS—of SECTION III — PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 13. AUDIO, VISUAL AND DATA ELECTRONIC SOUND RECEIVING AND TRANSMITTING EQUIPMENT—BROADENED COVERAGE Paragraph C.1.b.—LIMIT OF INSURANCE—of SECTION III-PHYSICAL DAMAGE is deleted and replaced with the following: b. All electronic equipment that reproduces,receives or transmits audio,visual or data signals in any one"loss" is$2,000,if,at the time of"loss",such electronic equipment is: (1) Permanently installed in or upon the covered"auto'in a housing,opening or other location that is not normally used by the"auto'manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph b.(1)above;or (3) An integral part of such equipment as described in Paragraphs b.(1)and b.(2)above. 14. GLASS REPAIR—WAIVER OF DEDUCTIBLE Under Paragraph D. — DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: Form:16-02-0292(Ed.4-25) Page 4 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. No deductible applies to glass damage if the glass is repaired rather than replaced. 15. TWO OR MORE DEDUCTIBLES Paragraph D. — DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same"accident",the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or (2) If the deductible under this Business Auto Coverage Form is not the smaller(or smallest) deductible,it will be reduced by the amount of the smaller(or smallest)deductible. 16. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM,SUIT OR LOSS Paragraph A.2.a. — DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of"accident", claim, "suit"or"loss",you must promptly notify us when the"accident"is known to: 1. You or your authorized representative,if you are an individual; 2. A partner,or any authorized representative; if you are a partnership; 3. A member,if you are a limited liability company; or 4. An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (a) How,when and where the"accident"or"loss"occurred; (b) The insured's name and address; and (c) To the extent possible,the names and addresses of any injured persons or witnesses. 17. WAIVER OF SUBROGATION Paragraph A.5. — TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization in a written contract or agreement that is executed before such"loss". To the extent that the"insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after"accident" or"loss"to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION OR FRAUD of SECTION IV— BUSINESS AUTO CONDITIONS—is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy,we will not void coverage under this Coverage Form because of such failure. i9. AUTOS RENTED BY EMPLOYEES Paragraph B.5.—OTHER INSURANCE of SECTION IV—BUSINESS AUTO CONDITIONS—is amended to add the following: Form: 16-02-0292(Ed.4-25) Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission. e. Any"auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto"you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your"employee"on your behalf and at your direction,this insurance will be primary to the "employee's"personal insurance. 20.HIRED AUTO—COVERAGE TERRITORY Paragraph B.7.b.(5) — POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) Anywhere in the world if a covered"auto"of the private passenger type is leased,hired,rented or borrowed without a driver for a period of 6o days or less; 21. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. —SECTION V—DEFINITIONS is deleted and replaced with the following: C. "Bodily injury"means bodily injury, sickness or disease sustained by any person,including mental anguish or death as a result of the"bodily injury"sustained by that person. All other terms and conditions of the policy remain unchanged. Form:16-02-0292(Ed.4-25) Page 6 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission.