Agenda packet — Beaumont City Council, April 7, 2026 (part 7 of 10)

Includes copyrighted materiaR 4' 4 'ic e, Inc. with its permission.

CG T1 00 02 19

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY
•
cn
co
N�
O�
OCO
cn
cn
O•
a. We have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses; or
b. The conditions set forth above, or the terms of
the agreement described in Paragraph f. above,
are no longer met.

SECTION II - WHO IS AN INSURED

1. If you are designatedin the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the conduct
of a business of which you are the sole owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an insured.

Your members are also insureds, but only with
respect to the conduct of your business. Your
managers are insureds, but only with respect to
their duties as your managers.
d. An organization other than a partnership, joint
venture or limited liability company, you are an
insured. Your "executive officers" and directors
are insureds, but only with respect to their
duties as your officers or directors. Your
stockholders are also insureds, but only with
respect to their liability as stockholders.
e. A trust, you are an insured. Your trustees are
also insureds, but only with respect to their
duties as trustees.

2. Each of the following is also an insured:
a. Your "volunteer workers" only while performing
duties related to the conduct of your business,
or your "employees", other than either your
"executive officers" (if you are an organization
other than a partnership, joint venture or limited
liability company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by you or
while performing duties related to the conduct
of your business. However, none of these
"employees" or "volunteer workers" are
insureds for:
(1) "Bodily injury" or "personal injury":
(a) To you, to your partners or members (if
you are a partnership or joint venture),
to your members (if you are a limited
liability company), to a co -"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other "volunteer
workers" while performing duties
related to the conduct of your
business;
(b) To the spouse, child, parent, brother or
sister of that co -"employee" or
"volunteer worker" as a consequence
of Paragraph (1)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because
of the injury described in Paragraph
(1)(a) or (b) above; or
(d) Arising out of his or her providing or
failing to provide professional health
care services.

Unless you are in the business or
occupation of providing professional health
care services, Paragraphs (1)(a), (b), (c)
and (d) above do not apply to "bodily injury"
arising out of providing or failing to provide
first aid or "Good Samaritan services" by
any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such "employees" or
"volunteer workers" providing or failing to
provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct of
your business.
(2) "Property damage" to property:
(a) Owned, occupied or used by;
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by;
you, any of your "employees", "volunteer
workers", any partner or member (if you are
a partnership or joint venture), or any
member (if you are a limited liability
company).
b. Any person (other than your "employee" or
"volunteer worker"), or any organization, while
acting as your real estate manager.
c. Any person or organization having proper
temporary custody of your property if you die,
but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has been
appointed.

CG T1 00 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. 015894 Includes copyrighted material of IiFilf aN81ef (M9nc. with its permission.

Page 11 of 21 ends

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY
d. Your legal representative if you die, but only
with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
e. Any person or organization that, with your
express or implied consent, either uses or is
responsible for the use of a watercraft that you
do not own that is:
(1) 50 feet long or less; and
(2) Not being used to carry any person or
property for a charge.

3. Any organization you newly acquire or form, other
than a partnership, joint venture or limited liability
company, and of which you are the sole owner or in
which you maintain an ownership interest of more
than 50%, will qualify as a Named Insured if there is
no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded only
until the 180th day after you acquire or form the
organization or the end of the policy period,
whichever is earlier;
b. Coverage A does not apply to "bodily injury" or
"property damage" that occurred before you
acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.

For the purposes of Paragraph 1. of Section II —
Who Is An Insured, each such organization will be
deemed to be designated in the Declarations as:
a. An organization, other than a partnership, joint
venture or limited liability company; or
b. A trust;
as indicated in its name or the documents that
govern its structure.

4. Any person or organization that is a premises
owner, manager or lessor and that you have agreed
in a written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for "bodily injury', "property damage" or "personal and
advertising injury" that:
a. Is "bodily injury' or "property damage" that
occurs, or is "personal and advertising injury"
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and
b. Arises out of the ownership, maintenance or
use of that part of any premises leased to you.

The insurance provided to such premises owner,
manager or lessor is subject to the following
provisions:
a. The limits of insurance provided to such
premises owner, manager or lessor will be the
minimum limits that you agreed to provide in the
written contract or agreement, or the limits
shown in the Declarations, whichever are less.
b. The insurance provided to such premises
owner, manager or lessor does not apply to:
(1) Any "bodily injury" or "property damage"
that occurs, or "personal and advertising
injury" caused by an offense that is
committed, after you cease to be a tenant in
that premises; or
(2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such premises owner, manager or
lessor.

5. Any person or organization that is an equipment
lessor and that you have agreed in a written contract
or agreement to include as an additional insured on
this Coverage Part is an insured, but only with
respect to liability for "bodily injury", "property
damage", or "personal and advertising injury" that:
a. Is "bodily injury" or "property damage" that
occurs, or is "personal and advertising injury"
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and
b. Is caused, in whole or in part, by your acts or
omissions in the maintenance, operation or use
of equipment leased to you by such equipment
lessor.

The insurance provided to such equipment lessor is
subject to the following provisions:
a. The limits of insurance provided to such
equipment lessor will be the minimum limits that
you agreed to provide in the written contract or
agreement, or the limits shown in the
Declarations, whichever are less.
b. The insurance provided to such equipment
lessor does not apply to any "bodily injury" or
"property damage" that occurs, or "personal
and advertising injury" caused by an offense
that is committed, after the equipment lease
expires.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint

Page 12 of 21 ends

Includes copyrighted materiap gi' effifc 811 e, Inc. with its permission.

CG T1 00 02 19

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY
u
m
m
venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph
does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II — Who Is An Insured.

SECTION III - LIMITS OF INSURANCE

1. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay
regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. The General Aggregate Limit is the most we will pay
for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except damages
because of "bodily injury" or "property damage"
included in the "products -completed operations
hazard"; and
c. Damages under Coverage B.

3. The Products -Completed Operations Aggregate
Limit is the most we will pay under Coverage A for
damages because of "bodily injury" and "property
damage" included in the "products -completed
operations hazard".

4. Subject to Paragraph 2. above, the Personal And
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all "personal injury" and "advertising
injury" sustained by any one person or organization.

5. Subject to Paragraph 2. or 3. above, whichever
applies, the Each Occurrence Limit is the most we
will pay for the sum of:
a. Damages under Coverage A; and
b. Medical.expenses under Coverage C;
because of all "bodily injury" and "property damage"
arising out of any one "occurrence".
m=_ For the purposes of determining the applicable
Each Occurrence Limit, all related acts or
omissions committed in providing or failing to
provide first aid or "Good Samaritan services" to
any one person will be deemed to be one
"occurrence".

6. Subject to Paragraph 5. above, the Damage To
Premises Rented To You Limit is the most we will
pay under Coverage A for damages because of
"premises damage" to any one premises. The
Damage To Premises Rented To You Limit will be:
c.
a. The amount shown for the Damage To
Premises Rented To You Limit in the
Declarations of this Coverage Part; or
b. $300,000 if no amount is shown for the
Damage To Premises Rented To You Limit in
the Declarations of this Coverage Part.

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses because of
"bodily injury" sustained by any one person.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to any remaining period of less than 12 months, starting with
the beginning of the policy period shown in the
Declarations, unless the policy period is extended after issuance for an additional period of less than 12
months. In that case, the additional period will be
deemed part of the last preceding period for purposes of determining the Limits of Insurance.

SECTION IV - COMMERCIAL GENERAL LIABILITY

CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense,
Claim Or Suit
a. You must see to it that we are notified as soon
as practicable of an "occurrence" or an offense
which may result in a claim. To the extent
possible, notice should include:
(1) How, when and where the "occurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. If a claim is made or "suit" is brought against
any insured, you must:
(1) Immediately record the specifics of the
claim or "suit" and the date received; and
(2) Notify us as soon as practicable.

You must see to it that we receive written notice
of the claim or "suit" as soon as practicable.

You and any other involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses- or legal
papers received in connection with the
claim or "suit";
CG T1 00 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. 015895 Includes copyrighted material of IIR Ntar (40,jnc. with its permission.

Page 13 of 21 ends

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY
(2) Authorize us to obtain records and other
information;
(3) Cooperate with us in the investigation or
settlement of the claim or defense against
the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be liable
to the insured because of injury or damage
to which this insurance may also apply.
d. No insured will, except at that insured's own
cost, voluntarily make a payment, assume any
obligation, or incur any expense, other than for
first aid, without our consent.
e. The following provisions apply to Paragraph a.
above, but only for purposes of the insurance
provided under this Coverage Part to you or any
insured listed in Paragraph 1. or 2. of Section II
— Who Is An Insured:
(1) Notice to us of such "occurrence" or
offense must be given as soon as
practicable only after the "occurrence" or
offense is known to you (if you are an
individual), any of your partners or
members who is an individual (if you are a
partnership or joint venture), any of your
managers who is an individual (if you are a
limited liability company), any of your
"executive officers" or directors (if you are
an organization other than a partnership,
joint venture, or limited liability company),
any of your trustees who is an individual (if
you are a trust) or any "employee"
authorized by you to give notice of an
"occurrence" or offense.
(2) If you are a partnership, joint venture,
limited liability company or trust, and none
of your partners, joint venture members,
managers or trustees are individuals, notice
to us of such "occurrence" or offense must
be given as soon as practicable only after
the "occurrence" or offense is known by:
(a) Any individual who is:
(i) A partner or member of any
partnership or joint venture;
(ii) A manager of any limited liability
company;
(iii) An executive officer or director of
any other organization; or
(iv) A trustee of any trust;
that is your partner, joint venture
member, manager or trustee; or
(b) Any employee authorized by such
partnership, joint venture, limited
liability company, trust or other
organization to give notice of an
"occurrence" or offense.
(3) Notice to us of such "occurrence" or
offense will be deemed to be given as soon
as practicable if it is given in good faith as
soon as practicable to your workers'
compensation insurer. This applies only if
you subsequently give notice to us of the
"occurrence" or offense as soon as
practicable after any of the persons
described in Paragraph e.(1) or (2) above
discovers that the "occurrence" or offense
may result in sums to which the insurance
provided under this Coverage Part may
apply.

However, if this policy includes an endorsement
that provides limited coverage for "bodily injury"
or "property damage" or pollution costs arising
out of a discharge, release or escape of
"pollutants" which contains a requirement that
the discharge, release or escape of "pollutants"
must be reported to us within a specific number
of days after its abrupt commencement, this
Paragraph e. does not affect that requirement.

3. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us into
a "suit" asking for damages from an insured; or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.

A person or organization may sue us to recover on
an agreed settlement or on a final judgment against
an insured; but we will not be liable for damages
that are not payable under the terms of this
Coverage Part or that are in excess of the
applicable limit of insurance. An agreed settlement
means a settlement and release of liability signed by
us, the insured, and the claimant or the claimant's
legal representative.

Page 14 of 21 ends

Includes copyrighted materiaFL AER' ic l e, Inc. with its permission.

CG T1 00 02 19

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY

4. Other Insurance
If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A
or B of this Coverage Part, our obligations are
limited as described in Paragraphs a. and b. below.

As used anywhere in this Coverage Part, other
insurance means insurance, or the funding of
losses, that is provided by, through or on behalf of:
(i) Another insurance company;
(ii) Us or any of our affiliated insurance companies,
except when the Non cumulation of Each
Occurrence Limit provision of Paragraph 5. of
Section III — Limits Of Insurance or the Non
cumulation of Personal and Advertising Injury
Limit provision of Paragraph 4. of Section III —
Limits of Insurance applies because the
Amendment — Non Cumulation Of Each
Occurrence Limit Of Liability And Non
Cumulation Of Personal And Advertising Injury
Limit endorsement is included in this policy;
(iii) Any risk retention group; or
(iv)Any self-insurance method or program, in
which case the insured will be deemed to be
the provider of other insurance.

Other insurance does not include umbrella
insurance, or excess insurance, that was bought
specifically to apply in excess of the Limits of
Insurance shown in the Declarations of this
Coverage Part.

As used anywhere in this Coverage Part, other
insurer means a provider of other insurance. As
used in Paragraph c. below, insurer means a
provider of insurance.
a. Primary Insurance
This insurance is primary except when
Paragraph b. below applies. If this insurance is
primary, our obligations are not affected unless
any of the other insurance is also primary.

Then, we will share with all that other insurance
by the method described. in Paragraph c. below,
except when Paragraph d. below applies.
b. Excess Insurance
(1) This insurance is excess over:
(a) Any of the other insurance, whether
primary, excess, contingent or on any
other basis:
(i) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work";
(ii) That is insurance for "premises
damage";
(iii) If the loss arises out of the
maintenance or use of aircraft,
"autos" or watercraft to the extent
not subject to any exclusion in this
Coverage Part that applies to
aircraft, "autos" or watercraft;
(iv) That is insurance available to a
premises owner, manager or
lessor that qualifies as an insured
under Paragraph 4. of Section II —
Who Is An Insured, except when
Paragraph d. below applies; or
(v) That is insurance available to an
equipment lessor that qualifies as
an insured under Paragraph 5. of
Section II — Who Is An Insured,
except when Paragraph d. below
applies.
(b) Any of the other insurance, whether
primary, excess, contingent or on any
other basis, that is available to the
insured when the insured is an
additional insured, or is any other
insured that does not qualify as a
named insured, . under such other
insurance.
(2) When this insurance is excess, we will
have no duty under Coverages A or B to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do so,
but we will be entitled to the insured's rights
against all those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
(a) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(b) The total of all deductible and self -
insured amounts under all that other
insurance.
(4) We will share the remaining loss, if any,
with any other insurance that is not
described in this Excess Insurance
provision and was not bought specifically to
apply in excess of the Limits of Insurance
shown in the Declarations of this Coverage
Part.
(3)
CG T1 00 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 015896 Includes copyrighted material. of 1fi3 eigigIaTCOS9nc. with its permission.

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method also.

Under this approach each insurer contributes
equal amounts until it has paid its applicable
limit of insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer's
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers.
d. Primary And Non -Contributory Insurance If
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and non-
contributory basis, this insurance is primary to
other insurance that is available to such insured
which covers such insured as a named insured,
and we will not share with that other insurance,
provided that:
(1) The "bodily injury" or "property damage" for
which coverage is sought occurs; and
(2) The "personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you.

5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only. At
the close of each audit period we will compute
the earned premium for that period and send
notice to the first Named Insured. The due date
for audit and retrospective premiums is the date
shown as the due date on the bill. If the sum of
the advance and audit premiums paid for the
policy period is greater than the earned
premium, we will return the excess to the first
Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.

6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
representations you made to us; and
c. We have issued this policy in reliance upon
your representations.

The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable insurance
laws or regulations.

7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom claim
is made or "suit" is brought.

8. Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
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.

9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in
the Declarations written notice of the nonrenewal
not less than 30 days before the expiration date.

If notice is mailed, proof of mailing will be sufficient proof of notice.

SECTION V - DEFINITIONS

1. "Advertisement" means a notice that is broadcast or
published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, products or services
for the purposes of attracting customers or
supporters is considered an advertisement.

Page 16 of 21 ends

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY
cn
co
o
of
a;=
to
cn
o=
•

2. "Advertising injury":
a. Means injury caused by one or more of the
following offenses:
(1) Oral or written publication, including
publication by electronic means, of material
in your "advertisement" that slanders or
libels a person or organization or
disparages a person's or organization's
goods, products or services, provided that
the claim is made or the "suit" is brought by
a person or organization that claims to have
been slandered or libeled, or that claims to
have had its goods, products or services
disparaged;
(2) Oral or written publication, including
publication by electronic means, of material
in your "advertisement" that:
(a) Appropriates a person's name, voice,
photograph or likeness; or
(b) Unreasonably places a person in a
false light; or
(3) Infringement of copyright, "title" or "slogan"
in your "advertisement", provided that the
claim is made or the "suit" is brought by a
person or organization that claims
ownership of such copyright, "title" or
"slogan".
b. Includes "bodily injury" caused by one or more
of the offenses described in Paragraph a.
above.

3. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that, is subject to a
compulsory or financial responsibility law, or
other motor vehicle insurance law, where it is
licensed or principally garaged.

However, "auto" does not include "mobile
equipment".

4. "Bodily injury" means:
a. Physical harm, including sickness or disease,
sustained by a person; or
b. Mental anguish, injury or illness, or emotional
distress, resulting at any time from such
physical harm, sickness or disease.

5. "Broadcasting" means transmitting any audio
visual material for any purpose:
a. By radio or television; or
b. In, by or with any other electronic means of
communication, such as the Internet, if that
material is part of:
(1) Radio or television programming being
transmitted;
(2) Other entertainment, educational,
instructional, music or news programming
being transmitted; or
(3) Advertising transmitted with any of such
programming.

6. "Coverage territory" means:
a. The United States of America (including its
territories and possessions), Puerto Rico and
Canada;
b. International waters or airspace, but only if the
injury or damage occurs in the course of travel
or transportation between any places included
in Paragraph a. above; or
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you .in
the territory described in Paragraph a.
above;
(2) The activities of a person whose home is in
the territory described in Paragraph a.
above, but is away for a short time on your
business; or
(3) "Personal and advertising injury' offenses
that take place through the Internet or
similar electronic means of communication;
provided the insured's responsibility to pay
damages is determined in a "suit" on the merits in
the territory described in Paragraph a. above, or in a
settlement we agree to.

7. "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.

8. "Employee" includes a "leased worker". "Employee"
does not include a "temporary worker".

9. "Executive officer" means a person holding any of
or the officer positions created by your charter,
constitution, bylaws or any other similar governing
document.

CG T1 00 02 19
015897 Includes copyrighted material of IREtitsyjrntrtlfrif C 5nc. with its permission. © 2017 The Travelers Indemnity Company. All rights reserved. Page 17 of 21

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY

10. "Good Samaritan services" means any emergency
medical services for which no compensation is
demanded or received.

11. "Hostile fire" means a fire which becomes
uncontrollable or breaks out from where it was
intended to be.

12. "Impaired property" means tangible property, other
than "your product" or "your work", that cannot be
used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract
or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of "your
product" or "your work" or your fulfilling the terms of the contract or agreement.

13. "Insured contract" means:
a. A contract for a lease of premises. However,
that portion of the contract for a lease of
premises that indemnifies any person or
organization for "premises damage" is not an
"insured contract";
b. A sidetrack agreement;
c. Any easement or license agreement, except in
connection with construction or demolition
operations on or within 50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection
with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection
with work performed for a municipality) under
which you assume the tort liability of another
party to pay for "bodily injury", "property
damage" or "personal injury" to a third person
or organization. Tort liability means a liability
that would be imposed by law in the absence of
any contract or agreement.

Paragraph f. does not include that part of any
contract or agreement:
(1) That indemnifies a railroad for "bodily
injury" or "property damage" arising out of
construction or demolition operations,
within 50 feet of any railroad property and
affecting any railroad bridge or trestle,
tracks, roadbeds, tunnel, underpass or
crossing;
(2) That indemnifies an architect, engineer or
surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders or drawings
and specifications; or
(b) Giving directions or instructions, or
failing to give them, if that is the
primary cause of the injury or damage;
or
(3) Under which the insured, if an architect,
engineer or surveyor, assumes liability for
an injury or damage arising out of the
insured's rendering or failure to render
professional services, including those listed
in Paragraph (2) above and supervisory,
inspection, architectural or engineering
activities.

14. "Leased worker" means a person leased to you by a
labor leasing firm under an agreement between you
and the labor leasing firm, to perform duties related
to the conduct of your business. "Leased worker"
does not include a "temporary worker".
"Loading or unloading" means the handling of
property:

15. a.
b.

After it is moved from the place where it is
accepted for movement into or onto an aircraft,
watercraft or "auto";
While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not attached
to the aircraft, watercraft or "auto".

16. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next to
premises you own or rent;
c. Vehicles that travel on crawler treads;

Page 18 of 21 ends

Includes copyrighted materiap r ag Ica e, Inc. with its permission.

CG T1 00 02 19

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or
equipment such as graders,
rollers;
e. Vehicles not described in Paragraph a., b., c.
or d. above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in Paragraph a., b., c.
or d. above maintained primarily for purposes
other than the transportation of persons or
cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry • pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
(3) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment.

However, "mobile equipment" does not include any
land vehicle that is subject to a compulsory or
financial responsibility law, or other motor vehicle
insurance law, where it is licensed or principally
garaged. Such land vehicles are considered
"autos".
resurfacing
scrapers or

17. "Occurrence" means:
a. An accident, including continuous or repeated
exposure to substantially the same general
harmful conditions; or
b. An act or omission committed in providing or
failing to provide first aid or "Good Samaritan
services" to a person, unless you are in the
business or occupation of providing
professional health care services.

18. "Personal and advertising injury" means "personal
injury" or "advertising injury".

19. "Personal injury":
a. Means injury, other than "advertising injury",
caused by one or more of the following
offenses:
(1) False arrest, detention or imprisonment;
(2) Malicious prosecution;
(3) The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or premises
that a person occupies, provided that the
wrongful eviction, wrongful entry or invasion
of the right of private occupancy is
committed by or on behalf of the owner,
landlord or lessor of that room, dwelling or
premises;
(4) Oral or written publication, including
publication by electronic means, of material
that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services,
provided that the claim is made or the "suit"
is brought by a person or organization that
claims to have been slandered or libeled, or
that claims to have had its goods, products
or services disparaged; or
(5) Oral or written publication, including
publication by electronic means, of material
that:
(a) Appropriates a person's name, voice,
photograph or likeness; or
(b) Unreasonably places a person in a
false light.
b. Includes "bodily injury" caused by one or more
of the offenses described in Paragraph a.
above.

20. "Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

CG T1 00 02 19
© 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 015898 Includes copyrighted material of Iip egg2159nc. with its permission.

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY

21. "Premises damage" means:
a. With respect to the first paragraph of the
exceptions in Exclusion j. of Section I —
Coverage A — Bodily Injury And Property
Damage Liability, "property damage" to any
premises while rented to you for a period of
seven or fewer consecutive days, including the
contents of such premises; or
b. With respect to the exception to Exclusions c.
through n. in the last paragraph of Paragraph 2.
of Section I — Coverage A — Bodily Injury And
Property Damage Liability, "property damage" to
any premises while rented to you for a periodof
more than seven consecutive days, or while
temporarily occupied by you with permission of
the owner, caused by:
(1) Fire;
(2) Explosion;
(3) Lightning;
(4) Smoke resulting from fire, explosion or
lightning; or
(5) Water.

But "premises damage" under this Paragraph
b. does not include "property damage" to any
premises caused by:
(1) Rupture, bursting, or operation of pressure
relief devices;
(2) Rupture or bursting due to expansion or
swelling of the contents of any building or
structure caused by or resulting from water;
or
(3) Explosion of steam boilers, steam pipes,
steam engines or steam turbines.

22. "Products -completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises you
own or rent and arising out of "your product" or
"your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the
job site has been completed if your
contract calls for work at more than
one job site.
(c) When that part of the work done at a
job site has been put to its intended
use by any person or organization other
than another contractor or
subcontractor working on the same
project.

Work that may need service, maintenance,
correction, repair or replacement, but which
is otherwise complete, will be treated as
completed.
b. Does not include "bodily injury" or "property
damage" arising out of:
(1) The transportation of property, unless the
injury or damage arises out of a condition in
or on a vehicle not owned or operated by
you, and that condition was created by the
"loading or unloading" of that vehicle by any
insured;
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials; or
(3) Products or operations for which the
classification, listed in the Declarations or
in a policy Schedule, states that products -
completed operations are subject to the
General Aggregate Limit.

23. "Property damage" means:
a. Physical injury to tangible property, including all
resulting loss of use of that property. All such
loss of use will be deemed to occur at the time of
the physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use will be
deemed to occur at the time of the "occurrence"
that caused it.

For the purposes of this insurance, "electronic data"
is not tangible property.

24. "Slogan":
a. Means a phrase that others use for the purpose
of attracting attention in their advertising.
b. Does not include a phrase used as, or in, the
name of:
(1) Any person or organization, other than you;
or
(2) Any business, or any of the premises,
goods, products, services or work, of any
person or organization, other than you.

Page 20 of 21 ends

EXHIBIT "B"

COMMERCIAL GENERAL LIABILITY
•
O i=
o=
cn
cn
o�
u
•

25. "Suit" means a civil proceeding in which damages
because of "bodily injury", "property damage" or
"personal and advertising injury" to which this
insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the insured
must submit or does submit with our consent;
or
b. Any other alternative dispute resolution
proceeding in which such damages are claimed
and to which the insured submits with our
consent.

26. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or short-
term workload conditions.

27. "Title" means a name of a literary or artistic work.

28. "Unsolicited communication" means any
communication, in any form, that the recipient of
such communication did not specifically request to
receive.

29. "Volunteer worker" means a person who is not your
"employee", and who donates his or her work and
acts at the direction of and within the scope of
duties determined by you, and is not paid a fee,
salary or other compensation by you or anyone else
for their work performed for you.

30. "Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
or representations made at any
respect to the fitness, quality,
performance or use of "your
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have acquired;
and
(2) Containers (other than vehicles), materials,
parts or equipment furnished in connection
with such goods or products.
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or other
property rented to or located for the use of
others but not sold.

31. "Your work":
a. Means:
(1) Work or operations performed by youor on
your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes:
(1) Warranties
time with
durability,
work"; and
(2) The providing of or failure to provide
warnings or instructions.

CG T1 00 02 19
015899 Includes copyrighted material of Irpr b ceggnc. with its permission. © 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of 21

EXHIBIT "B"
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 02 WEC CR2756 Endorsement Number:

Effective Date: 09/01/25 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: CHANDLER ASSET MANAGEMENT, INC 9255 Towne Center Drive, Suite 600
San Diego CA 92121
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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 07/23/25 PEOibYl6'�� 1365
Policy Expiration Date: 09/01/26

EXHIBIT "B"

UMBRELLA
O
o
o
a=
o
o

EXCESS FOLLOW -FORM AND UMBRELLA

LIABILITY INSURANCE
THIS POLICY, IN PART, PROVIDES FOLLOW -FORM LIABILITY COVERAGE.

COVERAGE WILL APPLY ON A CLAIMS -MADE BASIS WHEN FOLLOWING CLAIMS -MADE UNDERLYING INSURANCE.

COVERAGE WILL APPLY ON A DEFENSE -WITHIN -LIMITS BASIS WHEN

FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE

EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE,

PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY.

PLEASE READ THE ENTIRE POLICY CAREFULLY.

Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance.

The word "insured" means any person or organization qualifying as such under SECTION II - WHO IS AN INSURED.

Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI - DEFINITIONS.

SECTION I - COVERAGES
A. COVERAGE A - EXCESS FOLLOW -FORM

LIABILITY

1. We will pay on behalf of the insured those
sums, in excess of the "applicable underlying
limit", . that the insured becomes legally
obligated to pay as damages to which
Coverage A of this insurance applies, provided
that the "underlying insurance" would apply to
such damages but for the exhaustion of its
applicable limits of insurance. If a sublimit is
specified in any "underlying insurance",
Coverage A of this insurance applies to
damages that are in excess of that sublimit only
if such sublimit is shown for that "underlying
insurance" in the Schedule Of Underlying
Insurance.

2. Coverage A -of this insurance is subject to the
same terms, conditions, agreements,
exclusions and definitions as the "underlying
insurance", except with respect to any
provisions to the contrary contained in this
insurance.

3. The amount we will pay for damages is limited
as described in SECTION III — LIMITS OF
INSURANCE.

4. For the purposes of Paragraph 1. above:
a. The applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
will be considered to be reduced or
exhausted only by the following
payments:
(1) Payments of judgments or
settlements for damages that are
covered by that "underlying
insurance". However, if such
"underlying insurance" has a policy
period which differs from the policy
period of this Excess Follow -Form
And Umbrella Liability Insurance, any
such payments for damages that
would not be covered by this Excess
Follow -Form And Umbrella Liability
006965
EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved.

P il5R7VST 13IS5

Page 1 of 22 ends

UMBRELLA
EXHIBIT "B"
Insurance because of its different policy
period will not reduce or exhaust the
applicable limit of insurance stated for
such "underlying insurance";
(2) Payments of "medical expenses" that
are covered by that "underlying
insurance" and are incurred for "bodily
injury" caused by an accident that takes
place during the policy period of this
Excess Follow -Form And Umbrella
Liability Insurance; or
(3) Payments of defense expenses that
are covered by that "underlying
insurance", only if such "underlying
insurance" includes such payments
within the limits of insurance. However,
if such "underlying insurance" has a
policy period which differs from the
policy period of this Excess Follow -
Form And Umbrella Liability Insurance,
any such payments for defense
expenses that would not be covered by
this Excess Follow -Form And Umbrella
Liability Insurance because of its
different policy period will not reduce or
exhaust the applicable limit of
insurance stated for such "underlying
insurance".

If the applicable limit of insurance stated for
the policies of "underlying insurance" in the
Schedule Of Underlying Insurance is
actually reduced or exhausted by other
payments, Coverage A of this insurance is
not invalidated. However, in the event of a
loss, we will pay only to the extent that we
would have paid had such limit not been
actually reduced or exhausted by such
other payments.
b. If any "underlying insurance" has a limit of
insurance greater than the amount shown
for that insurance in the Schedule of
Underlying Insurance, this insurance will
apply in excess of that greater amount. If
any "underlying insurance" has a limit of
insurance, prior to any reduction or
exhaustion by payment of damages,
"medical expenses" or defense expenses
described in Paragraph a. above, that is
less than the amount shown for that
insurance in the Schedule Of Underlying
Insurance, this insurance will apply in
excess of the amount shown for such
insurance in the Schedule Of Underlying
Insurance.

5. When the "underlying insurance" applies on a
claims -made basis and includes a retroactive
date provision, the retroactive date for
Coverage A of this insurance is the same as
the retroactive date of that "underlying
insurance".

B. COVERAGE B — UMBRELLA LIABILITY

1. We will pay on behalf of the insured those
sums in excess of the "self -insured retention"
that the insured becomes legally obligated to
pay as damages because of "bodily injury",
"property damage", "personal injury" or
"advertising injury" to which Coverage B of
this insurance applies.

2. Coverage B of this insurance applies to
"bodily injury" or "property damage" only if:
a. The "bodily injury" or "property damage" is
caused by an "occurrence" that takes
place anywhere in the world;
b. The "bodily injury" or "property damage"
occurs during the policy period; and
c. Prior to the policy period, no insured listed
under Paragraph 1. in Paragraph B.,
COVERAGE B — UMBRELLA
LIABILITY, of SECTION II - WHO IS AN
INSURED and no "employee" authorized
by you to give or receive notice of an
"occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the policy period, that the
"bodily injury" or "property damage"
occurred, in whole or in part, then any
continuation, change or resumption of
such "bodily injury" or "property damage"
during or after the policy period will be
deemed to have been known prior to the
policy period.

3. Coverage B of this insurance applies to
"personal injury" or "advertising injury" caused
by an offense arising out of your business, but
only if the offense was committed during the
policy period anywhere in the world.

4. The amount we will pay for damages is limited
as described in SECTION III - LIMITS OF
INSURANCE.

5. "Bodily injury" or "property damage":
a. Which occurs during the policy period; and
b. Which was not prior to, but was during, the
policy period known to have occurred by
any insured listed under Paragraph 1. in
Paragraph B., COVERAGE B —
UMBRELLA LIABILITY of SECTION II -
WHO IS AN INSURED, or any "employee"
authorized by you to give notice of an
"occurrence" or claim;

Page 2 of 22 ends

EXHIBIT "B"

UMBRELLA
•
ID
includes any continuation, change or
resumption of the "bodily injury" or "property
damage" after the end of the policy period.

6. "Bodily injury" or "property damage" will be
deemed to have been known to have occurred
at the earliest time when any insured listed
under Paragraph 1. in Paragraph B.,
COVERAGE B — UMBRELLA LIABILITY, of
SECTION II - WHO IS AN INSURED or any
"employee" authorized by you to give or receive
notice of an "occurrence" or claim:
a. Reports all, or any part, of the "bodily injury"
or "property damage" to us or any other
insurer;
b. Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
c. Becomes aware by any other means that
the "bodily injury" or "property damage" has
occurred or has begun to occur.

7. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or death
resulting at any time from the "bodily injury".

8. Coverage B of this insurance does not apply to
damages covered by any "underlying
insurance" or that would have been covered by
any "underlying insurance" but for the
exhaustion of its applicable limit of insurance.

C. COVERAGE C — CRISIS MANAGEMENT

SERVICE EXPENSES

1. We will reimburse the insured, or pay on the
insured's behalf, "crisis management service
expenses" to which Coverage C applies.

2. Coverage C of this insurance applies to "crisis
management service expenses" that:
a. Arise out of a "crisis management event"
that first commences during the policy
period;
b. Are incurred by the insured, after a "crisis
management event" first commences and
before such event ends; and
c. Are submitted to us within 180 days after
the "crisis management advisor" advises
you that the "crisis management event" no
longer exists.

3. A "crisis management event" will be deemed to:
a. First commence at the time when any
"executive officer" first becomes aware of
an "event" or "occurrence" that leads to that
"crisis management event"; and
b. End when we decide that the crisis no
longer exists or when the Crisis
Management Service Expenses Limit has
been exhausted, whichever occurs first.

4. The amount we will pay for "crisis
management service expenses" is limited as
described in SECTION III - LIMITS OF
INSURANCE.

5. A "self -insured retention" does not apply to
"crisis management service expenses".

6. Any payment of "crisis management service
expenses" that we make will not be
determinative of our obligations under this
insurance with respect to any claim or "suit" or
create any duty to defend or indemnify any
insured for any claim or "suit".

D. DEFENSE AND SUPPLEMENTARY PAYMENTS

1. We will have the right and duty to defend the
insured:
a. Under Coverage A, against a "suit"
seeking damages to which such coverage
applies, if:
(1) The "applicable underlying limit" is the
applicable limit of insurance stated for
a policy of "underlying insurance" in
the Schedule Of Underlying
Insurance and such limit has been
exhausted solely due to payments as
permitted in Paragraphs 4.a.(1), (2)
and (3) of COVERAGE A — EXCESS
FOLLOW -FORM LIABILITY of
SECTION I - COVERAGES; or
(2) The "applicable underlying limit" is the
applicable limit of any "other
insurance" and such limit has been
exhausted by payments of judgments,
settlements or medical expenses, or
related costs or expenses (if such
costs or expenses reduce . such
limits).

For any "suit" for which we have the right
and duty to defend the insured under
Coverage A, defense expenses will be
within the limits of insurance of this policy
when such expenses are within the limits
of insurance of the applicable "underlying
insurance"; or
b. Under Coverage B, against a "suit"
seeking damages to which such coverage
applies.

2. We have no duty to defend any insured
against any "suit":
a. Seeking damages to which this insurance
does not apply; or
b. If any other insurer has a duty to defend.
006966
EU 00 01 07 16
© 2016 The Travelers Indemnity Company. All rights reserved.

P Egab iB t9' lig 441'55
Page,3 of 22

UMBRELLA
EXHIBIT "B"

3. When we have the duty to defend, we may, at
our discretion, investigate and settle any claim
or "suit". In all other cases, we may, at our
discretion, participate in the investigation,
defense and settlement of any claim or "suit" for
damages to which this insurance may apply. If
we exercise such right to participate, all
expenses we incur in doing so will not reduce
the applicable limits of insurance.

4. Our duty to defend ends when we have used up
the applicable limit of insurance in the payment
of judgments or settlements, or defense
expenses if such expenses are within the limits
of insurance of this policy.

5. We will pay, with respect to a claim we
investigate or settle, or "suit" against an insured
we defend:
a. All expenses we incur.
b. The cost of:
(1) Bail bonds required because of
accidents or traffic law violations arising
out of the use of any vehicle to which
this insurance applies; or
(2) Appeal bonds and bonds to release
attachments;
but only for bond amounts within the
applicable 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 such 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". However, these payments do not
include attorneys' fees or attorneys'
,expenses taxed against the insured.
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 that accrues on the full amount
of any judgment 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. If we do not pay part of the
judgment for any reason other than it is
more than the applicable limit of insurance,
we will not pay any interest that accrues on
that portion of the judgment.

With respect to a claim we investigate or
settle, or "suit" against an insured we defend
under COVERAGE A — EXCESS FOLLOW -
FORM LIABILITY, these payments will not
reduce the applicable limits of insurance, but
only if the applicable "underlying insurance"
provides for such payments in addition to its
limits of insurance. With respect to a claim we
investigate or settle, or "suit" against an
insured we defend under COVERAGE B —
UMBRELLA LIABILITY, these payments will
not reduce the applicable limits of insurance.

SECTION II - WHO IS AN INSURED
A. COVERAGE A - EXCESS FOLLOW -FORM

LIABILITY
With respect to Coverage A, the following persons
and organizations qualify as insureds:

1. The Named Insured shown in the
Declarations; and

2. Any other person or organization qualifying as
an insured in the "underlying insurance". If
you have agreed to provide insurance for that
person or organization in a written contract or
agreement:
a. The limits of insurance afforded to such
person or organization will be:
(1) The 'amount by which the minimum
limits of insurance you agreed to
provide such person or organization
in that written contract or agreement
exceed the total limits of insurance of
all applicable "underlying insurance";
or
(2) The limits of insurance of this policy;
whichever is less; and
b. Coverage under this policy does not apply
to such person or organization if the
minimum limits of insurance you agreed
to provide such person or organization in
that written contract or agreement are
wholly within the total limits of insurance
of all available applicable "underlying
insurance".

B. COVERAGE B — UMBRELLA LIABILITY
With respect to Coverage B:

1. The Named Insured shown in the
Declarations is an insured.

2. If you are:
a. An individual, your spouse is also an
insured, but only with respect to the
conduct of a business of which you are
the sole owner.

Page 4 of 22 ends

P Ii 0'24 4405
EU 00 01 07 16

EXHIBIT "B"

UMBRELLA
•
w
cn
o
0 0
a=CO
0i
0i
U
b. A partnership or joint venture, your
members, your partners and their spouses
are also insureds, but only with respect to
the conduct of your business.
c. A limited liability company, your members
are also insureds, but only with respect to
the conduct of your business. Your
managers are also insureds, but only with
respect to their duties as your managers.
d. An organization other than a partnership,
joint venture or limited liability company,
your "officers" and directors are also
insureds, but only with respect to their
duties as your "officers" or directors. Your
stockholders are also insureds, but only
with respect to their liability as
stockholders.
e. A trust, your trustees are also insureds, but
only with respect to their duties as trustees.

3. Each of the following is also an insured:
a. Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "officers" (if you are an
organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts within the
scope of their employment by you or while
performing duties related to the conduct of
your business. However, none of these
"employees" or "volunteer workers" are
insureds for:
(1) "Bodily injury" or "personal injury":
(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a limited liability
company), to a co -"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other
"volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, parent,
brother or sister of that co -
"em
damages because of the injury
described in Paragraph (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.

Unless you are in the business or
occupation of providing professional
health care services, Paragraphs
(1)(a), (b), (c) and (d) above do not
apply to "bodily injury" arising out of
providing or failing to provide first aid
or "Good Samaritan services" by any
of your "employees" or "volunteer
workers" other than an employed or
volunteer doctor. Any such
"employees" or "volunteer workers"
providing or failing to provide first aid
or "Good Samaritan services" during
their work hours for you will be
deemed to be acting within the scope
of their employment by you or
performing duties related to the
conduct of your business.
(2) "Property damage" to property:
(a) Owned, occupied or used by; or
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by;
you, any of your "employees" or
"volunteer workers", any of your
partners or members (if you are a
partnership or joint venture), or any of
your members (if you are a limited
liability company).
b. Any person (other than your "employee"
or "volunteer worker"), or any
organization, while acting as your real
estate manager.
c. Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of
the maintenance or use of that
property; and
(2) Until your legal representative has
been appointed.
d. Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.

4. Any organization, other than a partnership,
joint venture or limited liability company, of
which you are the sole owner, or in which you
006967
EU 00 01 07 16
© 2016 The Traveler r rxut wn tights reserved. Page 5 of 22

UMBRELLA
EXHIBIT "B"
maintain an ownership interest of more than
50%, on the first day of the policy period is an
insured and will qualify as a Named Insured. No
such organization is an insured or will qualify as
a Named Insured for "bodily injury" or "property
damage" that occurred, or "personal injury" or
"advertising injury" caused by an offense
committed after the date, if any, during the
policy period, that you no longer maintain an
ownership interest of more than 50% in such
organization.

5. Any organization you newly acquire or form,
other than a partnership, joint venture or limited
liability company, and of which you are the sole
owner, or in which you maintain an ownership
interest of more than 50%, is an insured and
will qualify as a Named Insured if there is no
other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire or
form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal injury" or "advertising injury"
arising out of an offense committed;
before you acquired or formed the
organization.

No person or organization is an insured or will
qualify as a Named Insured with respect to the
conduct of any current or past partnership, joint
venture or limited liability company that is not shown
as a Named Insured in the Declarations. This
paragraph does not apply to any such partnership,
joint venture or limited liability company that
otherwise qualifies as an insured under Paragraph
B. of SECTION II - WHO IS AN INSURED.

C. COVERAGE C - CRISIS MANAGEMENT

SERVICE EXPENSES
With respect to Coverage C, the following persons
and organizations are insureds and will qualify as
Named Insureds:

1. The Named Insured shown in the Declarations.

2. Any organization, other than a partnership, joint
venture or limited liability company, of which
you are the sole owner, or in which you
maintain an ownership interest of more than
50%, on the first day of the policy period. No
such organization is an insured or will qualify as
a Named Insured for "crisis management
service expenses" arising out of a "crisis
management event" that first commences after
the date, if any, during the policy period, that
you no longer maintain an ownership interest
of more than 50% in such organization.

3.. Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and of which you are
the sole owner, or in which you maintain an
ownership interest of more than 50%, if there
is no other similar insurance available to that
organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage for such organization does not
apply to "crisis management service
expenses" arising out of a "crisis
management event" that occurred before
you acquired or formed the organization,
even if an "executive officer" only first
becomes aware of an "event" or
"occurrence" that leads to such "crisis
management event" after the date you
acquired or formed the organization.

SECTION III - LIMITS OF INSURANCE
A. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay for the
amounts described below to which this insurance
applies regardless of the number of:

1. Insureds;

2. Claims made or "suits" brought;

3. Number of vehicles involved;

4. Persons or organizations making claims
bringing "suits"; or

5. Coverages provided under this insurance.

As indicated in Paragraph D.1. of SECTION I -
COVERAGES, for any "suit" for which we have
the right and duty to defend the insured under
Coverage A, defense expenses will be within the
limits of insurance of this policy when such
expenses are within the limits of insurance of the
applicable "underlying insurance".

B. The General Aggregate Limit is the most we will
pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are
within the limits of insurance of this policy;
except:
or

Page 6 of 22 ends

EXHIBIT "B"

UMBRELLA
co
CO
CO
O�
O=
OC0
CO
O�
O=
U�

1. Damages and defense expenses because of
"bodily injury" or "property damage" included in
the "auto hazard";

2. Damages and defense expenses because of
"bodily injury" or "property damage" included in
the "products -completed operations hazard"; or

3. Damages and defense expenses for which
insurance is provided under any Aircraft Liability
coverage included as "underlying insurance" to
which no aggregate limit applies.

C. The Products -Completed Operations Aggregate
Limit is the most we will pay for the sum of all:

1. Damages; and

2. Defense expenses if such expenses are within
the limits of insurance of this policy;
because of "bodily injury" or "property damage"
included in the "products -completed operations
hazard".

D. Subject to Paragraph B. or C. above, whichever
applies, the Occurrence Limit is the most we will
pay for the sum of all:

1. Damages, and defense expenses if such
expenses are within the limits of insurance of
this policy, under Coverage A arising out of any
one "event" to which the "underlying insurance"
applies a limit of insurance that is separate
from any aggregate limit of insurance; and

2. Damages under Coverage B because of all
"bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
one "occurrence".

For the purposes of determining the applicable
Occurrence Limit, all related acts or omissions
committed in the providing or failing to provide first
aid or "Good Samaritan services" to any one person
will be considered one "occurrence".

E. The Crisis Management Service Expenses Limit is
the most we will pay for the sum of all "crisis
management service expenses" arising out of all
"crisis management events". Payment of such
"crisis managementservice expenses" is in addition
to, and will not reduce, any other limit of insurance
of this policy.

F. The limits of insurance of this policy apply
separately to each consecutive annual period and
to any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations. If the policy period is
extended after issuance for an additional period of
less than 12 months, the additional period will be
deemed part of the last preceding period for
purposes of determining the limits of insurance.

SECTION IV - EXCLUSIONS
This insurance does not apply to:

A. With respect to Coverage A and Coverage B:

1. Asbestos
a. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of asbestos,
asbestos fibers or products containing
asbestos, provided that the damages are
caused or contributed to by the hazardous
properties of asbestos.
b.. Damages arising out of the actual or
alleged presence or actual, alleged or
threatened dispersal of any solid, liquid,
gaseous or thermal irritant or
contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
"suit" which also alleges any damages
described in Paragraph a. above.
c. Any loss, cost or expense arising out of
any:
(1) Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
asbestos, asbestos fibers or products
containing asbestos; or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers
or products containing asbestos.

2. Employment -Related Practices
Damages because of injury to:
a. A person arising out of any:
(1) Refusal to employ that person;
(2)Termination of that person's
employment; or
(3) Employment -related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person's right of privacy,
malicious prosecution or false arrest,
detention or imprisonment, applied to
or directed at that person, regardless
of whether such practice, policy, act
or omission occurs, is applied or is
006968
EU 00 01 07 16
© 2016 The Traveler rr nitv,C�fl�p�ny�,ggghts reserved.

IDII

Page 7 of 22 ends

UMBRELLA
EXHIBIT "B"
committed before, during or after the
time of that person's employment; or
b. The spouse, child, parent, brother or sister
of that person as a consequence of injury
to that person as described in Paragraphs
a.(1), (2) or (3) above.

This exclusion applies:
a. Whether the insured may be liable as an
employer or in any other capacity; and
b. To any obligation to share damages with or
repay someone else who must pay
damages because of the injury.

3. ERISA, COBRA And Similar Laws
Any obligation of the insured under:
a. The Employees Retirement Income
Security Act Of 1974 (ERISA) or any of its
amendments;
b. The Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA) or any
of its amendments; or
c. Any similar common or statutory law of any
jurisdiction.

4. Medical Expenses Or Payments
Any obligation of the insured under any
"medical expenses" or medical payments
coverage.

5. Nuclear Material
Damages arising out of:
a. The actual, alleged or threatened exposure
of any person or property to; or
b. The "hazardous properties" of;
any "nuclear material".

As used in this exclusion:
a. "Hazardous properties" includes
radioactive, toxic or explosive properties;
b. "Nuclear material" means "source
material", "special nuclear material" or "by-
product material"; and
c. "Source material", "special nuclear
material" and "by-product material" have
the meanings given them in the Atomic
Energy Act of 1954 or any of its
amendments.

6. Uninsured or Underinsured Motorists, No -
Fault And Similar Laws
Any liability imposed on the insured, or the
insured's insurer, under any of the following
laws:
a. Uninsured motorists;
b. Underinsured motorists;
c. Auto no-fault or other first -party personal
injury protection (PIP);
d. Supplementary uninsured/underinsured
motorists (New York); or
e. Medical expense benefits and income
loss benefits (Virginia).

7. War
Damages arising out of:
a. War, including undeclared or civil war; or
b. Warlike action by a military force,
including action in hindering or defending
against an actual or expected attack, by
any government, sovereign or other
authority using military personnel or other
agents; or
c. Insurrection, rebellion, revolution, usurped
power or action taken by governmental
authority in hindering or defending against
any of these.

8. Workers Compensation And Similar Laws
Any obligation of the insured under a workers
compensation, disability benefits or
unemployment compensation law or any
similar law.

B. With respect to Coverage B:

1. Expected Or Intended Bodily Injury Or
Property Damage
"Bodily injury" or "property damage" expected
or intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury"
or "property damage" resulting from the use of
reasonable force to protect persons or
property.

2. Contractual Liability
"Bodily injury", "property damage", "personal
injury" or "advertising injury' for which the
insured 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
insured would have in the absence of the
contract or agreement.

3. Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be liable by reason of:
a. Causing or contributing to the intoxication
of any person, including causing or
contributing to the intoxication of any
person because alcoholic beverages were
permitted to be brought on your premises
for consumption on your premises;

Page 8 of 22 ends

P iB84' W 44165
EU 00 01 07 16

EXHIBIT "B"

UMBRELLA
•
cn
to
oi=
o=
co
o—
U�
b. The furnishing of alcoholic beverages to a
person under the legal drinking age or
under the influence of alcohol; or
c. Any statute, ordinance or regulation relating
to the sale, gift, distribution or use of
alcoholic beverages.

4. Employers Liability
"Bodily injury" to:
a. An "employee" of the insured arising out of
and in the course of:
(1) Employment by the insured; or
(2) Performing duties related to the
conduct of the insured's business; or
b. The spouse, child, parent, brother or sister
of that "employee" as a consequence of
"bodily injury" described in Paragraph a.
above.

This exclusion applies:
a. Whether the insured may be liable as an
employer or in any other capacity; and
b. To any obligation to share damages with or
repay someone else who must. pay
damages because of the "bodily injury".

5. Pollution
a. "Bodily injury", "property damage",
"personal injury' or "advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of "pollutants".
b. Any Toss, cost or expense arising out of
any:
(1) Request, demand, order or statutory or
regulatory requirement that any insured
or any other person or organization test
for, monitor, clean up, remove, contain,
treat, detoxify or neutralize, or in any
way respond to, or assess the effects
of, "pollutants"; or
(2) Claim or "suit" by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, "pollutants".

6. Aircraft
"Bodily injury" or "property damage" arising out
of the ownership, maintenance, use or
entrustment to others of any aircraft owned or
operated by or rented or loaned to any insured.

Use includes operation and "loading or
unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft that is owned or operated by or
rented or loaned to any insured.

7. Auto
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any "auto". Use
includes operation and "loading or unloading".

This exclusion does not apply to "bodily injury"
or "property damage" caused by an
"occurrence" that takes place outside of the
United States of America (including its
territories and possessions), Puerto Rico and
Canada.

8. Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any watercraft owned
or operated by or rented or loaned to any
insured. Use includes operation and "loading
or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any watercraft that is owned or operated by or
rented or loaned to any insured.

This exclusion does not apply to a watercraft:
a. While ashore on premises owned by or
rented to any insured; or
b. That is 50 -feet Tong or less and that:
(1) You own; or
006969
EU 00 01 07 16 ©2016 The Travelers I
n ights reserved. Page 9 of 22

UMBRELLA
EXHIBIT "B"
(2) You do not own and is not being used
to carry any person or property for a
charge.

9. Electronic Data
Damages claimed for the loss of, loss of use of,
damage to, corruption of, inability to access, or
inability to manipulate "electronic data".

10. Damage To Property, Products Or Work
"Property damage" to:
a. Property you own, rent or occupy, including
any costs or expenses incurred by you, or
any other person or organization, 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;
b. Premises you sell, give away or abandon if
the "property damage" arises out of any
part of those premises;
c. Property loaned to you;
d. Personal property in the care, custody or
control of the insured;
e. That particular part of real property on
which you or any contractors or
subcontractors working directly or indirectly
on your behalf are performing operations if
the "property damage" arises out of those
operations;
f. That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it;
"Your product" arising out of "your product"
or any part of it; or
:."Your work" arising out of "your work" or
any part of it and included in the "products -
::completed operations hazard".

11. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property", or
property that has not been physically injured,
arising out of:
a. 'A defect, deficiency, inadequacy or
dangerous condition in "your product" or
"your work"; or
b. A delay or failure by you, or anyone acting
,on your behalf, to fulfill the terms of a
contract or agreement.

This exclusion does not apply to the loss of use
of other property arising out of sudden and
accidental physical injury to "your product" or
g•
h.
"your work" after it has been put to its
intended use.

12. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
a. "Your product";
b. "Your work"; or
c. "Impaired property";
if such product, work or property is withdrawn
or recalled • from the market or from use by
any person or organization because of a
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.

13. Violation . Of Consumer Financial
Protection Laws
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of a "consumer
financial protection law", or any other "bodily
injury", "property damage", "personal injury" or
"advertising injury" alleged in any claim or
"suit" that also alleges any such violation.

14. Unsolicited Communication
"Bodily injury", "property damage", "personal
injury" or "advertising injury" arising out of any
actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".

15. Access Or Disclosure Of Confidential Or
Personal Information
"Bodily injury', "property damage", "personal
injury' or "advertising injury" arising out of any
access to or disclosure of any person's or
organization's confidential or personal
information.

16. Knowing Violation Of Rights Of Another
"Personal injury" or "advertising injury" caused
by or at the direction of the insured with the
knowledge that the act would violate the rights
of another and would inflict "personal injury"
or "advertising injury".

17. Material Published With Knowledge Of
Falsity
"Personal injury" or "advertising injury" arising
out of oral or written publication, including
publication by electronic means, of material, if
done by or at the direction of the insured with
knowledge of its falsity.

Page 10 of 22 ends

P iBg6' la'f 14155
EU 00 01 07 16

EXHIBIT "B"

UMBRELLA
.
0 CO
07 0
o
co
o
o

18. Material Published Or Used Prior. To Policy
Period
a. "Personal injury" or "advertising injury"
arising out of oral or written publication,
including publication by electronic means,
of material whose first publication took
place before the beginning of the policy
period; or
b. "Advertising injury" arising out of
infringement of copyright, "title" or "slogan"
in your "advertisement" whose first
infringement in your "advertisement" was
committed before the beginning of the
policy period.

19. Criminal Acts
"Personal injury" or "advertising injury" arising
out of a criminal act committed by or at the
direction of the insured.

20. Breach Of Contract
"Personal injury" or "advertising injury" arising
out of a breach of contract.

21. Quality Or Performance Of Goods — Failure
To Conform To Statements
"Advertising injury" arising out of the failure of
goods, products or services to conform with any
statement of quality or performance made in
your "advertisement".

22. Wrong Description Of Prices
"Advertising injury' arising out of the wrong
description of the price of goods, products or
services stated in your "advertisement".

23. Intellectual Property
"Personal injury" or "advertising injury" arising
out of any actual or alleged infringement or
violation of any of the following rights or laws, or
any other "personal injury" or "advertising injury"
alleged in any claim or "suit" that also alleges
any such infringement or violation:
a. Copyright;
b. Patent;
c. Trade dress;
d. Trade name;
e. Trademark;
f. Trade secret; or
g.

Other intellectual property rights or laws.

This exclusion does not apply to:
a. "Advertising injury" arising out of any actual
or alleged infringement or violation of
another's copyright, "title" or "slogan" in
your "advertisement"; or
b. Any other "personal injury" or "advertising
injury" alleged in any claim or "suit" that
also alleges any such infringement or
violation of another's copyright, "title" or
"slogan" in your "advertisement'".

24. Insureds In Media And Internet Type
Business
"Personal injury" or "advertising injury" arising
out of an offense committed by an insured
whose business is:
a. Advertising, "broadcasting" or publishing;
b. Designing or determining content of web -
sites for others; or
c. An Internet search, access, content or
service provider.

This exclusion does not apply to Paragraphs
a.(1), (2) and (3) of the definition of "personal
injury".

For the purposes of this exclusion:
a. Creating and producing correspondence
written in the conduct of your business,
bulletins, financial or annual reports, or
newsletters about your goods, products or
services will not be considered the
business of publishing; and
b. The placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet will not, by itself, be
considered the business of advertising,
"broadcasting" or publishing.

25. Electronic Chatrooms Or Bulletin Boards
"Personal injury" or "advertising injury" arising
out of an electronic chatroom or bulletin board
the insured hosts, owns or over which the
insured exercises control.

26. Unauthorized Use Of Another's Name Or
Product
"Personal injury" or "advertising injury" arising
out of the unauthorized use of another's name
or product in your e-mail address, domain
name or metatag, or any other similar tactics
to mislead another's potential_customers.

C. wth respect to Coverage C:

Newly Acquired, Controlled Or Formed
Entities
"Crisis management service expenses" arising out
of a "crisis management event" that involves any
organization you newly acquire or form and that
occurred prior to the date you acquired or formed
that organization, even if an "executive officer"
only first becomes aware of an "event" or
"occurrence" that leads to such "crisis
006970
EU 00 01 07 16
© 2016 The Travelers n�
I
•
..
fny.,gghts reserved. Page 11 of 22

EXHIBIT "B"

UMBRELLA
management event" after the date you acquired or D. CHANGES formed such organization.

SECTION V - CONDITIONS
A. APPEALS

1. If the insured or the insured's "underlying
insurer" elects not to appeal a judgment which
exceeds the "applicable underlying limit" or
"self -insured retention", we may do so.

2. If we appeal such a judgment, we will pay all
costs of the appeal. These payments will not
reduce the applicable limits of insurance. In no
event will our liability exceed the applicable limit
of insurance.

B. BANKRUPTCY

1. Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this insurance.

2. In the event of bankruptcy or insolvency of any
"underlying insurer", this insurance will not
replace such bankrupt or insolvent "underlying
insurer's" policy, and this insurance will apply as
if such "underlying insurer" had not become
bankrupt or insolvent.

C. CANCELLATION

1. The first Named Insured shown in the
Declarations may cancel this insurance by
mailing or delivering to us advance written
notice of cancellation.

2. We may cancel this insurance by mailing or
delivering to such first Named Insured written
notice of cancellation at least:
a. 10 days before the effective date of
cancellation if we cancel for nonpayment of
premium; or
b. 60 days before the effective date of
cancellation if we cancel for any other
reason.

3. We will mail or deliver our notice to such first
Named Insured's last mailing address known to
us.

4. Notice of cancellation will state the effective
date of cancellation. The policy period will end
on that date.

5. If this insurance is cancelled, we will send such
first Named Insured any premium refund due. If
we cancel, the refund will be pro rata. If such
first Named Insured cancels, the refund may be
less than pro rata. The cancellation will be
effective even if we have not made or offered a
refund.

6. If notice is mailed, proof of mailing will be
sufficient proof of notice.

This policy contains all the agreements between
you and us concerning the insurance afforded. No
change can be made in the terms of this
insurance except with our consent. The terms of
this insurance can be amended or waived only by
endorsement issued by us and made a part of this
policy.

E. CURRENCY
Payments for damages or expenses described in
Paragraph 5. of Paragraph D., DEFENSE AND
SUPPLEMENTARY PAYMENTS, of SECTION I
- COVERAGES will be in the currency of the
United States of America. At our sole option, we
may make these payments in a different currency.

Any necessary currency conversion for such
payments will be calculated based on the rate of
exchange published in the WaII Street Journal
immediately preceeding the date the payment is
processed.

F. DUTIES REGARDING AN EVENT,

OCCURRENCE, CLAIM OR SUIT

1. You must see to it that we are notified as
soon as practicable of an "event" or
"occurrence" which may result in a claim
under this insurance. To the extent possible,
notice should include:
a. How, when and where the "event" or
"occurrence" took place;
b. The names and addresses of any
persons or organizations sustaining injury,
damage or loss, and the names and
addresses of any witnesses; and
c. The nature and location of any injury or
damage arising out of the "event" or
"occurrence".

2. If a claim is made or "suit" is brought against
any insured which may result in a claim under
this insurance, you must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.

3. With respect to Coverage
must:
a. Cooperate with us in the investigation,
settlement or defense of any claim or
"suit";
b. Comply with the terms of the "underlying
insurance"; and
c. Pursue all rights of contribution or
indemnity against any person or
organization who may be liable to the
insured because of the injury, damage or
loss for which insurance is provided under
A, the insured

Page 12 of 22 ends

P ,Ings'W 1955
EU 00 01 07 16

EXHIBIT "B"

UMBRELLA
•
co
CO
o=
o=
o=
aW
CO
oi=
o=
this policy or any policy of "underlying
insurance".

4. With respect to Coverage B, the insured must:
a. Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
b. Authorize us to obtain necessary records
and other information;
c. Cooperate with us in the investigation,
settlement or defense of any claim or "suit";
and
d. Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be liable
to the insured because of injury or damage
to which Coverage B may apply.

5. No insured will, except at that insured's own
expense, voluntarily make a payment, assume
any obligation, make any admission or incur
any expense, other than for first aid for "bodily
injury" covered by this insurance, without our
consent.

6. Knowledge of an "event", "occurrence", claim or
"suit" by your agent, servant or "employee" will
not constitute knowledge by you, unless your
insurance or risk manager, or anyone working
in the capacity as your insurance or risk
manager, or anyone you designate with the
responsibility of reporting an "event",
"occurrence", claim or "suit":
a. Has received notice of such "event",
"occurrence", claim or "suit" from such
agent, servant or "employee"; or
b. Otherwise has knowledge of such "event",
"occurrence", claim or "suit".

G. DUTIES REGARDING A CRISIS MANAGEMENT
EVENT
You must:

1. Notify us within 30 days of a "crisis
management event" that may result in "crisis
management service expenses".

2. Provide written notice of the "crisis
management event" as soon as practicable. To
the extent possible, notice should include:
a. How, when and where that "crisis
management event" took place;
b. The names and addresses of any persons
or organizations sustaining injury, damage
or loss, and the named and addresses of
any witnesses;
H.
c. The nature and location of any injury or
damage arising out of. that "crisis
management event"; and
d. The reason that "crisis management
event" is likely to involve damages
covered by this insurance in excess of the
"applicable underlying limit" or "self -
insured retention" and involve regional or
national media coverage.

EXAMINATION OF YOUR BOOKS AND

RECORDS
We may examine and audit your books and
records as they relate to this insurance:

1. At any time during the policy period;

2. Up to three years after the end of the policy
period; and

3. Within one year after final settlement of all
claims under this insurance.

EXTENDED REPORTING PERIOD OPTION

1. When the "underlying insurance" applies on a
claims -made basis, any automatic or basic
"extended reporting period" in such
"underlying insurance" will apply to this
insurance.

2. When the "underlying insurance" applies on a
claims -made basis and you elect to purchase
an optional or supplemental "extended
reporting period" in such "underlying
insurance," that "extended reporting period"
will apply to this insurance only if:
a. A written request to purchase an
Extended Reporting Period endorsement
for this insurance is made by you and
received by us within 90 days after the
end of the policy period;
b. You have paid all premiums due for this
policy at the time you make such request;
c. You promptly pay the additional premium
we charge for the Extended Reporting
Period endorsement for this insurance
when due. We will determine that
additional premium after we have
received your request for the Extended
Reporting Period endorsement for this
insurance. That additional premium is not
subject to any limitation stated in the
"underlying insurance" on the amount or
percentage of additional premium that
may be charged for the "extended
reporting period" in such "underlying
insurance"; and
006971
EU 00 01 07 16 © 2016 The Traveler e nl�yddii��
1 I pp
•
..
fny„ypghts reserved. Page 13 of 22

UMBRELLA
EXHIBIT "B"
d. That Extended Reporting Period
endorsement is issued by us and made a
part of this policy.

3. Any Extended Reporting Period endorsement
for this insurance will not reinstate or increase
the Limits of Insurance or extend the policy
period.

4. Except with respect to any provisions to the
contrary contained in Paragraphs 1., 2. or 3.
above, all provisions of any option to purchase
an "extended reporting period" granted to you in
the "underlying insurance" apply to this
insurance.

J. INSPECTIONS AND SURVEYS

1. We have the right but are not obligated to: -
a. Make inspections and surveys at anytime;
b. Give you reports on the conditions we find;
and
c. Recommend changes.

2. Any inspections, surveys, reports or
recommendations relate only to insurability and
the premiums to be charged. We do not make
safety inspections. We do not undertake to
perform the duty of any person or organization
to provide for the health or safety of workers or
the public. We do not warrant that conditions:
a. Are safe or healthful; or
b. Comply with laws, regulations, codes or
standards.

K. LEGAL ACTION AGAINST US

1. No person or organization has a right under this
insurance:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this insurance unless all of its
terms have been fully complied with.

2. A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured. We will not be liable for
damages that:
a. Are not payable under the terms of this
insurance; or
b. Are in excess of the applicable limit of
insurance.

An agreed settlement means a settlement and
release of liability signed by us, the insured and
the claimant or the claimant's legal
representative.

L. MAINTENANCE OF UNDERLYING INSURANCE

1. The insurance afforded by each policy of
"underlying insurance" will be maintained for
the full policy period of this Excess Follow -
Form And Umbrella Liability Insurance. This
provision does not apply to the reduction or
exhaustion of the aggregate limit or limits of
such "underlying insurance" solely by
payments as permitted in Paragraphs 4.a.(1),
(2) and (3) of COVERAGE A — EXCESS
FOLLOW -FORM LIABILITY of SECTION I -
COVERAGES. As such policies expire, you
will renew them at limits and with coverage at
least equal to the expiring limits of insurance.

If you fail to comply with the above
requirements, Coverage A is not invalidated.

However, in the event of a loss, we will pay
only to the extent that we would have paid had
you complied with the above requirements.

2. The first Named Insured shown in the
Declarations must give us written notice of
any change in the "underlying insurance" as
respects:
a.
b.
c.
d.

Coverage;
Limits of insurance;
Termination of any coverage; or
Exhaustion of aggregate limits.

3. If you are unable to recover from any
"underlying insurer" because you fail to
comply with any term or condition of the
"underlying insurance", Coverage A is not
invalidated. However, we will pay for any loss
only to the extent that we would have paid had
you complied with that term or condition in
that "underlying insurance".

M. OTHER INSURANCE
This insurance is excess over, any valid and
collectible "other insurance" whether such "other
insurance" is stated to be primary, contributing,
excess, contingent or otherwise. This provision
does not apply to a policy bought specifically to
apply as excess of this insurance.

However, if you specifically agree in a written
contract or agreement that the insurance provided
to any person or organization that qualifies as an
insured under this insurance must apply on a
primary basis, or a primary and non-contributory
basis, then insurance provided under Coverage A
is subject to the following provisions:

Page 14 of 22 ends

P I VO'l'f 1505
EU 00 01 07 16

EXHIBIT "B"

UMBRELLA
o
o

1. This insurance will apply before any "other
insurance" that is available to such additional
insured which covers that person or
organization as a named insured, and we will
not share with that "other insurance", provided
that the injury or damage for which coverage is
sought is caused by an "event" that takes place
or is committed subsequent to the signing of
that contract or agreement by you.

2. This insurance is still excess over any valid and
collectible "other insurance", whether primary,
excess, contingent or otherwise, which covers
that person or organization as an additional
insured or as any other .insured that does not
qualify as a named insured.

N. PREMIUM

1. The first Named Insured shown in the
Declarations is responsible for the payment of
all premiums and will be the payee for any
return premiums.

2. If the premium is a flat charge, it is not subject
to adjustment except as provided in Paragraph

4. below.

3. If the premium is other than a flat charge, it is
an advance premium only. The earned
premium will be computed at the end of the
policy period, or at the end of each year of the
policy period if the policy period is two years or
longer, at the rate shown in the Declarations,
subject to the Minimum Premium.

4. Additional premium may become payable when
coverage is provided for additional insureds
under the provisions of SECTION II - WHO IS
AN INSURED.

O. PREMIUM AUDIT
The premium for this policy is the amount stated in
Item 5. of the Declarations. The premium is a flat
charge unless it is specified in the Declarations as
adjustable.

P. PROHIBITED COVERAGE — UNLICENSED

INSURANCE

1. With respect to loss sustained by any insured in
a country or jurisdiction in which we are not
licensed to provide this insurance, this
insurance does not apply to the extent that
insuring such loss would violate the laws or
regulations of such country or jurisdiction.

2. We do not assume responsibility for:
a. The payment of any fine, fee, penalty or
other charge that may be imposed on any
person or organization in any country or
jurisdiction because we are not licensed to
Q•
provide insurance in such country or
jurisdiction; or
b. The furnishing of certificates or other
evidence of insurance in any country or
jurisdiction in which we are not licensed to
provide insurance.

PROHIBITED COVERAGE - TRADE OR

ECONOMIC SANCTIONS
We will provide coverage for any loss, or
otherwise will provide any benefit, only to the
extent that providing such coverage or benefit
does not expose us or any of our affiliated or
parent companies to:

1. Any trade or economic sanction under any law
or regulation of the United States of America;
or

2. Any other applicable trade or economic
sanction, prohibition or restriction.

R. REPRESENTATIONS
By accepting this insurance, you agree:

1. The statements in the Declarations and any
subsequent notice relating to "underlying
insurance" are accurate and complete;

2. Those statements are based upon
representations you made to us; and

3. We have issued this insurance in reliance
upon your representations.

S. SEPARATION OF INSUREDS
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this policy to the first Named Insured shown in the
Declarations, this insurance applies:

1. As if each Named Insured were the only
Named Insured; and

2. Separately to each insured against whom
claim is made or "suit" is brought.

T. WAIVER OR TRANSFER OF RIGHTS OF

RECOVERY AGAINST OTHERS TO US

1. If the insured has rights to recover all or part
of any payment we have made under this
insurance, those rights are transferred to us
and 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, and with respect to Coverage A, the
"underlying insurer", enforce them.

If the insured has agreed in a contract or
agreement to waive that insured's right of
recovery against any person or organization,
we waive our right of recovery against that
person or organization, but only for payments
we make because of an "event" that takes
place or is committed subsequent to the
006972
EU 00 01 07 16
© 2016 The Traveler ride rtity g
.•
gny86I ights reserved. Page 15 of 22

UMBRELLA
EXHIBIT "B"
execution of that contract or agreement by such
insured.

2. Reimbursement of any amount recovered will
be made in the following order:
a. First, to any person or organization
(including us or the insured) who has paid
any amount in excess of the applicable limit
of insurance;
b. Next, to us; and
c. Then, to any person or organization
(including the insured and with respect to
Coverage A, the "underlying insurer") that
is entitled to claim the remainder, if any.

3. Expenses incurred in the process of recovery
will be divided among all persons or
organizations receiving amounts recovered
according to the ratio of their respective
recoveries.

U. TRANSFER OF YOUR RIGHTS AND DUTIES

UNDER THIS INSURANCE

1. Your rights and duties under this insurance may
not be transferred without our written consent
except in the case of death of an individual
Named Insured.

2. If you die, your rights and duties will be
transferred to your legal representative but only
while acting within the scope of duties as your
legal representative. Until your legal
representative is appointed, anyone having
proper temporary custody of your property will
have your rights and duties but only with
respect to that property.

V. UNINTENTIONAL OMISSION OR ERROR
The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable
insurance laws or regulations.

W. WHEN LOSS IS PAYABLE
If we are liable under this insurance, we will pay for
injury, damage or loss after:

1. The insured's liability is established by:
a. A court decision; or
b. A written agreement between the claimant,
the insured, any "underlying insurer" and
us; and

2. The amount of the "applicable underlying limit"
or "self -insured retention" is paid by or on
behalf of the insured.

SECTION VI - DEFINITIONS
A. With respect to all coverages of this insurance:

1. "Applicable underlying limit" means the sum of:
a. The applicable limit of insurance stated
for the policies of "underlying insurance"
in the Schedule Of Underlying Insurance
subject to the provisions in Paragraphs

4.a.(1), (2) and (3) of COVERAGE A —
EXCESS FOLLOW -FORM LIABILITY of
SECTION I - COVERAGES; and
b. The applicable limit of insurance of any
"other insurance" that applies.

The limits of insurance in any policy of
"underlying insurance" will apply even if:
a. The "underlying insurer" claims the
insured failed to comply with any term or
condition of the policy; or
b. The "underlying insurer" becomes
bankrupt or insolvent.

2. "Auto hazard" means all "bodily injury" and
"property damage" to which liability insurance
afforded under an auto policy of "underlying
insurance" would apply but for the exhaustion
of its applicable limits of insurance.

3. "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.

4. "Event" means an "occurrence", offense,
accident, act, error, omission, wrongful act or
loss.

5. "Extended reporting period" means any period
of time, starting with the end of the policy
period of your claims -made insurance, during
which claims or "suits" may be first made,
brought or reported for that insurance.

6. "Medical expenses" means expenses to
which any Medical Payments section of any
policy of Commercial General Liability
"underlying insurance" applies.

7. "Other insurance" means insurance, or the
funding of losses, that is provided by, through
or on behalf of:
a. Another insurance company;
b. Us or any of our affiliated insurance
companies;
c. Any risk retention group;

Page 16 of 22 ends

PEONIZIY 15kb5
EU 00 01 07 16

EXHIBIT "B"

UMBRELLA
•
co
oi=
o=
co
oc
d. Any self-insurance method or program, in
which case the insured will be deemed to
be the provider of such insurance; or
e. Any similar risk transfer or risk
management method.
"Other insurance" does not include:
a. Any "underlying insurance"; or
b. Any policy of insurance specifically
purchased to be excess of the limits of
insurance of this policy shown in the
Declarations.

8. "Products -completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises
you own or rent and arising out of "your
product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed
or abandoned. However, "your work"
will be deemed completed at the
earliest of the following times:
(a) When all the work called for in your
contract has been completed;
(b) When all the work to be done at the
job site has been completed if your
contract calls for work at more than
one job site; or
(c) When that part of the work done at
a job site has been put to its
intended use by any person or
organization other than another
contractor or subcontractor working
on the same project.

Work that may need service,
maintenance, correction, repair or
replacement, . but which is otherwise
complete, will be treated as completed.
b Does not include "bodily injury" or "property
damage" arising out of:
(1) The transportation of property, unless
the injury or -damage arises out of a
condition in or on a vehicle not owned
or operated by you, and that condition
was.. created . by the "loading or
unloading" of that vehicle by any
insured;
Commercial General Liability
"underlying insurance" states that
products -completed operations are
subject to the General Aggregate
Limit.

9. "Suit" means a civil proceeding which alleges
damages. "Suit" includes:
a. An arbitration proceeding in which
damages are claimed and to which the
insured must submit or does submit with
our consent; or
b. Any other alternative dispute resolution
proceeding to which the insured submits
with our consent.

10. "Underlying insurance":
a. Means the policy or policies of insurance
listed in the Schedule Of Underlying
Insurance.
b. Includes any renewal or replacement of
such policies if such renewal or
replacement is during the policy period of
this Excess Follow -Form And Umbrella
Liability Insurance.
c. Does not include any part of the policy
period of any of the policies described in
Paragraphs a. or b. above that began
before, or that continues after, the policy
period of this Excess Follow -Form And
Umbrella Liability Insurance.

11. "Underlying insurer" means any insurer which
provides a policy of insurance listed in the
Schedule Of Underlying Insurance.

B. With respect to Coverage B and, to the extent that
the following terms are not defined in the
"underlying insurance", to Coverage A:

1. "Advertisement" means a notice that is
broadcast or published to the general public
or specific market segments about -your
goods, products or services for the purpose of
attracting customers or supporters. For the
purposes of this definition:
a. Notices that are published include
material placed on the Internet or on -
similar electronic means of
communication; and
b. Regarding web sites, only that part of a
web site that is about your goods,
products or services for the purposes of
attracting customers or supporters is
considered an advertisement.

2. "Advertising injury":
006973
EU 00 01 07 16
© 2016 The Travelers Ir&mnity Cam_paany. All rights reserved.

P&AiD91T 195

Page 17 of 22 ends

UMBRELLA
EXHIBIT "B"
a. Means injury, other than "personal injury",
caused by one or more of the following
offenses:
(1) Oral or written publication, including
publication by electronic means, of
material in your "advertisement" that
slanders or libels a person or
organization or disparages a person's
or organization's goods, products or
services, provided that the claim is
made or the "suit" is brought by a
person or organization that claims to
have been slandered or libeled, or that
claims to have had its goods, products
or services disparaged;
(2) Oral or written publication, including
publication by electronic means, of
material in your "advertisement" that:
(a) Appropriates a person's name,
voice, photograph or likeness; or
(b) Unreasonably places a person in a
false light; or
(3) Infringement of copyright, "title" or
"slogan" in your "advertisement",
provided that the claim is made or the
"suit" is brought by a person or
organization that claims ownership of
such copyright, "title" or "slogan".
b. Includes "bodily injury" caused by one or
more of the offenses described in
Paragraph a. above.

3. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads,
including any attached machinery or
equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it
is licensed or principally garaged.

However, "auto" does not include "mobile
equipment".

4. "Bodily injury" means:
a. Physical harm, including sickness
disease, sustained by a person; or
b. Mental anguish, injury or illness, or
emotional distress, resulting at any time
from such physical harm, sickness or
disease.

5. "Broadcasting" means transmitting any audio or
visual material for any purpose:
a. By radio or television; or
b. In, by or with any other electronic means
of communication, such as the Internet, if
that material is part of:
(1) Radio or television programming
being transmitted;
(2) Other entertainment, educational,
instructional, music or news
programming being transmitted; or
(3) Advertising transmitted with any such
programming.

6. "Consumer financial identity information"
means any of the following information for a
person that is used or collected for the
purpose of serving as a factor in establishing
such person's eligibility for personal credit,
insurance or employment or for the purpose
of conducting a business transaction:
a. Part or all of the account number, the
expiration date or the balance of any
credit, debit, bank or other financial
account;
b. Information bearing on a person's credit
worthiness, credit standing or credit
capacity;
c. Social security number;
d. Driver's license number; or
e. Birth date.

7. "Consumer financial protection law" means:
a. The Fair Credit Reporting Act (FCRA) and
any of its amendments, including the Fair
and Accurate Credit Transactions Act
(FACTA);
b. California's Song -Beverly Credit Card Act
and any of its amendments; or
c. Any other law or regulation that restricts
or prohibits the collection, dissemination,
transmission, distribution or use of
"consumer financial identity. information".

8. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

9. "Good Samaritan services" means any
or emergency medical services for which no
compensation is demanded or received.

10. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your
work" that is known or thought to be
defective, deficient, inadequate or
dangerous; or

Page 18 of 22 ends

P iBft4'1?if 1955
EU 00 01 07 16

EXHIBIT "B"

UMBRELLA
co
o
o
o
u
•
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your product" or "your work" or your fulfilling
the terms of the contract or agreement.

11. "Leased worker" means a person leased to you
by a labor leasing firm under an agreement
between you and the labor leasing firm, to
perform duties related to the conduct of your
business. "Leased worker" does not include a
"temporary worker".

12. "Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to theplace where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a
mechanical device, other than a hand truck,
that is not attached to the aircraft, watercraft or
"auto".

13. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and
other vehicles designed for use principally off
public roads.
b. Vehicles maintained for use solely on or next
to premises you own or rent.
c. Vehicles that travel on crawler treads.
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers
or drills; or
(2) Road construction or resurfacing
equipment such as graders', scrapers or
.rollers.
e. Vehicles not described in Paragraph a., b.,
c. or d. above that are not self-propelled and
are maintained primarily to provide mobility
to permanently attached equipment of the
following types:
(1) Air compressors, pumps and
generators, including spraying, welding,
building cleaning, geophysical
exploration, lighting and well servicing
equipment; or
(2) Cherry pickers and similar devices
used to raise or lower workers.
f. Vehicles not described in Paragraph a., b.,
c. or d. above maintained primarily for
purposes other than the transportation of
persons or cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but
will be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
(3) Air compressors, pumps and
generators, including spraying,
welding, building cleaning, geophysical
exploration, lighting and well servicing
equipment.

However, "mobile equipment" does not include
any land vehicle that is subject to a compulsory
or financial responsibility law, or other motor
vehicle insurance law, where it is licensed or
principally garaged. Such land vehicles are
considered "autos".

14. "Occurrence" means:
a. With respect to "bodily injury" or "property
damage":
(1) An accident, including continuous or
repeated exposure to substantially the
same general harmful conditions,
which . results in "bodily injury" or
"property damage". All "bodily injury"
or "property damage" caused by such
exposure to substantially the same
general harmful conditions will be
deemed to be caused by one
"occurrence"; or
(2) An act or omission committed in
providing or failing to provide first aid
or "Good Samaritan services" to a
person by any of your "employees" or
"volunteer workers" other than an
employed or volunteer doctor, unless
you are in the business or occupation
of providing professional health care
services;
006974
EU 00 01 07 16
© 2016 The Travelers Indemnity Comrpaany. AAllrights reserved.

Page 19 of 22 ends

UMBRELLA
EXHIBIT "B"
b. With respect to "personal injury", an
offense arising out of your business that
results in "personal injury". All "personal
injury" caused by the same or related
injurious material, act or offense will be
deemed to be caused by one "occurrence",
regardless of the frequency or repetition
thereof, the number and kind of media
used or the number of persons or
organizations making claims or bringing
"suits"; and
c. With respect to "advertising injury", an
offense committed in the course of
advertising your goods, products and
services that results in "advertising injury".

All "advertising injury" caused by the same
or related injurious material, act or offense
will be deemed to be caused by one
"occurrence", regardless of the frequency
or repetition thereof, the number and kind
of media used or the number of persons or
organizations making claims or bringing
"suits".

15. "Officer" means a person holding any of the
officer positions created by your charter,
constitution, bylaws or any other similar
governing document.

16. "Personal injury":
a. Means injury, other than "advertising
injury", caused by one or more of the
following offenses:
(1) False arrest, detention or
imprisonment;
(2) Malicious prosecution;
(3) The wrongful eviction from, wrongful
entry into, or invasion of the right of
private occupancy of a room, dwelling
or premises that a person occupies,
provided that the wrongful eviction,
wrongful entry or invasion of the right of
private occupancy is committed by or
on behalf of the owner, landlord or
lessor of that room, dwelling or
premises;
(4) Oral or written publication, including
publication by electronic means, of
material that slanders or libels a person
or organization or disparages a
person's or organization's goods,
products or services, provided that the
claim is made or the "suit" is brought by
a person or organization that claims to
have been slandered or libeled, or that
claims to have had its goods, products
or services disparaged; or
(5) Oral or written publication, including
publication by electronic means, of
material that:
(a) Appropriates a person's name,
voice, photograph or likeness; or
(b) Unreasonably places a person in
a false light.
b. Includes "bodily injury" caused by one or
more of the offenses described in
Paragraph a. above.

17. "Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including
smoke, vapor, soot, fumes, acids, alkalis,
chemicals and waste. Waste includes
materials to be recycled, reconditioned or
reclaimed.

18. "Property damage" means:
a. Physical injury to tangible property,
including all resulting loss of use of that
property. All such loss of use will be
deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use will
be deemed to occur at the time of the
"occurrence" that caused it.

For the purposes of this insurance, "electronic
data" is not tangible property.

19. "Self -insured retention" is the greater of:
a. The amount shown in the Declarations
which the insured must first pay under
Coverage B for damages because of all
"bodily injury", "property damage",
"personal injury" or "advertising injury"
arising out of any one "occurrence"; or
b. The applicable limit of insurance of any
"other insurance" that applies.

20. "Slogan":
a. Means a phrase that others use for the
purpose of attracting attention in their
advertising. -
b. Does not include a phrase used as, or in,
the name of:
(1) Any person or organization other than
you; or
(2) Any business, or any of the premises,
goods, products, services or work, of
any person or organization other than
you.

Page 20 of 22 ends

PEgbittg6iliVf 1955
EU 00 01 07 16

EXHIBIT "B"

UMBRELLA
cn
co
o
o
o
CO
03 o=
oelm= m

21. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.

22. "Title" means the name of a literary or artistic
work.

23. "Unsolicited communication" means any
communication, in any form, that the recipient
of such communication did not specifically
request to receive.

24. "Volunteer worker" means a person who is not
your "employee", and who donates his or her
work and acts at the direction of and within the
scope of duties determined by you, and is not
paid a fee, salary or other compensation by you
or anyone else for their work performed by you.

25. "Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have
acquired; and
(2) Containers (other than vehicles),
materials, parts or equipment furnished
in connection with such goods or
products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or
other property rented to or located for the
use of others but not sold.

26. "Your work":
a. Means:
(1) Work or operations performed by you
or on your behalf; and
(2) Materials, parts or equipment furnished
in connection with such work or
operations.
b. Includes:
(1) Warranties or representations made
at any time with respect to the fitness,
quality, durability, performance or use
of "your work"; and
(2) The providing of or failure to provide
warnings or instructions.

C. With respect to Coverage C:

1. "Crisis management advisor" means any
public relations firm or crisis management
firm approved by us that is hired by you to
perform "crisis management services" in
connection with a "crisis management event".

2. "Crisis management event" means an "event"
or "occurrence" that your "executive officer"
reasonably determines has resulted, or may
result, in:
a. Damages covered by this Coverage A or
Coverage B that are in excess of the total
applicable limits of the "underlying
insurance" or "self -insured retention"; and
b. Significant adverse regional or national
media coverage.

3. "Crisis management service expenses"
means amounts incurred by you, after a
"crisis management event" first commences
and before such event ends:
a. For the reasonable and necessary:
(1) Fees and expenses of a "crisis
management advisor" in the
performance for you of "crisis
management services" solely for a
"crisis management event"; and
(2) Costs for printing, advertising, mailing
of materials or travel by your
directors, officers, employees or
agents or a "crisis management
advisor" solely for a "crisis
management event"; and
b. For the following expenses resulting from
such "crisis management event", provided
that such expenses have been approved
by us:
(1) Medical expenses;
(2) Funeral expenses;
(3) Psychological counseling;
(4) Travel expenses;
(5) Temporary living expenses;
(6) Expenses to secure the scene of a
"crisis management event"; or
(7) Any other expenses pre -approved by
us.
006975
EU 00 01 07 16
© 2016 The Traveler4attif.9
ny AAlll frights reserved.

Page 21 of 22 ends

UMBRELLA
EXHIBIT "B"

4. "Crisis management services" means those
services performed by a "crisis management
advisor" in advising you or minimizing potential
harm to you from a "crisis management event"
by maintaining or restoring public confidence in
you.

5. "Executive officer" means your:
a. Chief Executive Officer;
b. Chief Operating Officer;
c. Chief Financial Officer;
d. President;
e. General Counsel;
f. General partner (if you are a
partnership); or
Sole proprietor (if you are a sole
proprietorship);
or any person acting in the same capacity as
any individual listed above.
g.

Page 22 of 22 ends

P IB$s'24 1Cl(55
EU 00 01 07 16

Contract No. C26-16
EXHIBIT "C"

ADDITIONAL TERMS

SPECIFIC TO INVESTMENT MANAGEMENT RELATIONSHIP

1. City Representative. In its capacity as investment manager, Contractor shall receive all instructions, directions and other communications on City's behalf respecting City's account from City Administrator's Office, Pat O'Connell (Representative). Contractor is hereby authorized to rely and act upon all such instructions, directions and communications from such Representative or any agent of such Representative.

2. Investment Policy. In investing and reinvesting City's assets, Contractor shall comply with City's Investment Policy, which is attached to as Schedule A.

3. Authority of Contractor. Contractor is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by City or its Representative.

4. Electronic Delivery. From time to time, Contractor may be required to deliver certain documents to City such as account information, notices and required disclosures. City hereby consents to Contractor's use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and City agrees that such notification will constitute "delivery". City further agrees to provide Contractor with City's email address(s) and to keep this information current at all times by promptly notifying Contractor of any change in email address(s).

City email address(s): [email protected]

5. Custody of Securities and Funds. Contractor shall not have custody or possession of the funds or securities that City has placed under its management. City shall appoint a custodian to take and have possession of its assets. City recognizes the importance of comparing statements received from the appointed custodian to statements received from Contractor.

City recognizes that the fees expressed above do not include fees City will incur for custodial services.

6. Valuation. Contractor will value securities held in portfolios managed by Contractor no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by Contractor to reflect fair market value.

7. Investment Advice. City recognizes that the opinions, recommendations and actions of Contractor will be based on information deemed by it to be reliable, but not guaranteed to or Prfli 155

Contract No. C26-16
by it. Provided that Contractor acts in good faith, City agrees that Contractor will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws.

8. Payment of Commissions. Contractor may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of Contractor to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that Contractor may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that Contractor makes no warranty or representation regarding commissions paid on transactions hereunder.

9. Other Clients. It is further understood that Contractor may be acting in a similar capacity for other clients, and that investments and reinvestments for City's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that Contractor will have no obligation to purchase or sell for City's account any securities which it may purchase or sell for other clients.

10. Confidential Relationship. The terms and conditions of this Agreement, and all information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, employees, or other personnel, (iv) for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for Contractor to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties. 11 Receipt of Brochure and Privacy Policy. City hereby acknowledges receipt of the disclosure statement or "brochure" and "brochure supplement" also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). City further acknowledges receipt of Contractor's Privacy Policy, as required by Regulation S -P.

P i§6610-1155

www.beaumontca.gov

BEAUMONT
-C A L I F O R N I A-
Address:
550 E. 6th Street
Beaumont, CA 92223
Request for Proposals
for
Investment Advisory Services
Phone:
951.769.8520
Contact:

Barbara Mason
Purchasing Manager
[email protected]
RFP Available:
www.planetbids.com or
https://www.beaumontca.gov/949/Bids-and-RFPs

Page 801 of 1155 ends

1. INTRODUCTION
The City of Beaumont ("City") is seeking proposals from qualified proposers (hereinafter "Consultant" or "Consultants") interested in providing consulting services for Investment Management and Advisory Services. The objective of this Request for Proposal ("RFP") solicitation is to identify the highest -qualified Consultant whose proposal best complies with the requirements of this RFP and any attachments, including the Scope of Services.

Responses must conform to the requirements of this Request for Proposal (RFP). The City reserves the right to waive any irregularity in any proposal, withdraw or amend this RFP or reject any proposal that does not comply with this RFP or City policies.

2. THE CITY OF BEAUMONT
The City was incorporated in November 1912 and is located in the San Gorgonio Pass portion of western Riverside County. It is bounded on the west by Calimesa and unincorporated areas, on the north by unincorporated county areas (Cherry Valley), on the south by unincorporated county areas and the City of San Jacinto, and on the east by the City of Banning. The land area within the City's boundary is approximately 30 square miles.

The City of Beaumont is rated one of the safest cities in southern California. The City has its own police department. Fire and paramedic services are contracted through Riverside County. The City of Beaumont has been one of the fastest growing cities in California over the past 15 years and has a current population of 54,690. An average of 500 new homes have been permitted annually since 2013 and the population has grown by approximately 1,500 residents each year. Beaumont has seen significant growth in its quality of workforce with educational levels and technical skills. The community has also seen growth in its household income levels. As a result of this growth, the City must continue to provide residents with the quality of life they expect. This involves expanding park and recreational amenities, maintaining a quality police force to keep pace with growth, construction of regional surface transportation projects, and to perform economic development activities to diversify the city's tax base and increase employment opportunities in the region.

The City Government
The Beaumont City Council is comprised of five Council members, each sharing equal voting powers on all items coming before the Council. Council members are elected to at -large positions for four-year terms, with elections held in November of even -numbered years. The City Council meets annually to select one of its members to serve as Mayor and another to serve as Mayor Pro Tem for one year but no more than two consecutive years.

The City Council provides legislative and policy direction to the City Manager, who implements their decisions to direct the activities of the City. The City Council responds to issues and concerns of the community by allocating resources, developing policies, Paae 802 of 1155

City of Beaumont Request for Proposal
-CALIFORNIA -
XXX
and formulating strategies that support the vitality and economic viability of the City. All of their decisions must be made at public meetings.

The City Council appoints the City Manager and City Attorney and members of all advisory boards, commissions, and committees. The City Council also serves as the Board of Directors for the Beaumont Financing Authority, Beaumont Utility Authority, and the Beaumont Parking Authority.

3. BACKGROUND
The City of Beaumont is a general law city incorporated in 1912 currently serving a population of approximately 56,000, located in Western Riverside County. The City operates under a council-manager format of government which consists of a Mayor, Mayor Pro-Tem, three Councilmembers and the City Manager. The positions of Mayor and Mayor Pro-Tem are rotated among the elected Councilmembers. A City Clerk and Treasurer are elected position, each for a four-year term.

In addition to its function as the governing body of the City, the City Council acts as the governing body for other separate entities: Beaumont Financing Authority, Beaumont Public Improvement Authority, Beaumont Transit System, and the Beaumont Utility Authority. There is no requirement for separate financial reporting for these separate entities with one exception (Beaumont Transit System).

Official accounting records are on -site in the Finance Department, while some supporting information may be located in other departments within the City. Beaumont uses the Tyler Incode 10 accounting software.

The City's primary investment objective to achieve a reasonable rate of return on public funds while minimizing the potential for capital losses arising from market changes or issuer default. Although the generation of revenues through interest earnings on investment is an appropriate City goal, the primary consideration in the investment of City funds is capital preservation in the overall portfolio and maintaining required liquidity.

As such, the City's yield objective is to achieve a reasonable rate of return on City investments rather than the maximum generation of income, which could expose the City to unacceptable levels of risk.

The Investment Policy is attached as Exhibit "B".

Relevant operational detail for conducting investment advisor and portfolio management services is provided as follows:

1. The Finance Department consists of the Finance Director, and five (10) staff members responsible for accounting and financial reporting, budgeting, payroll, accounts payable, revenue recording, banking and treasury investment, purchasing, grants and project accounting tracking. Revenues are collected at various locations throughout the City and recorded in Tyler Incode 10 by non -finance department personnel.

2. City Funds and Account Groups are as follows:
a. General Fund (1)
1

Page 803 of 1155 ends

City of Beaumont Request for Proposal
-CALIFORNIA -
b. Internal Service Funds (1)
c. Special Revenue Funds (14)
d. Debt Service Fund (1)
e. Capital Project Funds (21)
f. Enterprise Funds (6)
g. Agency Funds (2)
XXX

3. Within Incode's information management system, pooled cash is the consolidation of operating cash into one primary bank account. The accounts payable for all participating funds are paid from this one account. The routine receipts of all participating funds are deposited into this same bank account.

4. The City's total expected payroll for the year ending June 30, 2025, is approximately $35.9 million, covering 247 budgeted full-time and part-time positions. The total municipal budget for the 2025-2026 fiscal year is approximately $224 million.

For further information, City's past two years AFRs' and current and last year adopted budget are located on the City's website at: https://beaumontca.gov/921/Audits-and- Reports

4. RFP SCHEDULE OF EVENTS:

RFP Issue Date
December 1, 2025
Questions Due By:

December 23, 2025 © 5:OOpm
Proposals Due By:

January 13, 2026 @ 5:OOpm
Anticipated Interviews (if needed)
January 30, 2026
Anticipated Contract Award:

February 16, 2026

5. SCOPE OF WORK
The City of Beaumont intends to obtain the services of a qualified firm to provide the services as outlines below. Best industry practices and/or best management practices may require additional services not explicitly enumerated. The proposer should identify any additional services required, price them, and explain them in their response.

Specific services, although not all-inclusive, to be performed are as follows:

Consultant must be proactive and knowledgeable of all regulations required for project acceptance. Consultant shall be an advisor, advocate, and produce a product with the best interest intended for the City within the required schedule and budget.

The following Scope of Service is provided as a guideline and is intended to identify the City's initial expectations and requirements. Consultants may suggest modifications to 2

Page 804 of 1155 ends

City of Beaumont Request for Proposal
-CALIFORNIA -
XXX
the proposed Scope of Services and should expand the scope to include additional and/or optional tasks if deemed necessary to execute and facilitate the proposed services to complete the Project. At a minimum, the following specific tasks are to be included in the proposed Scope of Services.

A. Manage the City and Agency portfolios with discretionary authority. Discretionary authority shall be granted unless the diversification of the portfolio will materially change the liquidity of the portfolio by 10% or more and/or a material change to the diversification of the portfolio by 15% or more, which would require prior authorization from the City.

B. Assist the City/Agency with cash flow/maturity analysis.

C. Provide credit analysis of investment instruments in portfolio.

D. Provide technical and fundamental market research, including yield curve analysis.

E. Provide monthly/quarterly/annual reporting for the City/Agency managed funds.

F. Attend quarterly meetings (in person or via teleconference) with City staff and Investment Committee.

G. Evaluate market risk and develop strategies that minimize the impact on the portfolio.

H. Provide assurance of portfolio compliance with applicable policies and laws.

I. Establish an appropriate benchmark in addition to the LAIF rate as a benchmark.

All earnings should be comparable at a net of fees.

J. Ensure that the portfolio structure matches the City/Agency objectives.

K. Periodically, but no less than annually, review the City's Investment Policy and make recommendations for changes, as appropriate.

L. Assist the City in establishing and maintaining an authorized broker/dealer list pursuant to the Investment Policy. Perform due diligence reviews of current and proposed broker / dealers
M. Monitor the creditworthiness of financial institutions and investments in the portfolio.

N. Investment practices and procedures must comply with state law, the City's Investment Policy, and any other applicable laws or regulations. The investment advisory firm will be expected to perform to the Prudent Expert Standard.

O. Cooperate with the City's independent outside audit firm. Provide schedules and analysis as requested by the City's outside auditors for ACFR preparation.

P. Provide periodic training to staff on investment -related topics. 3

Page 805 of 1155 ends

City of Beaumont Request for Proposal
-CALIFORNIA -
XXX
Q. Provide other investment advisory services as requested.

Project Deliverables
As part of the scope of services, the Advisor will also be required to provide the following deliverable products:

A. Monthly and Quarterly Reports. Successful Proposer shall provide monthly and quarterly reports that meet all requirements of the City's Investment Policy and be prepared in accordance with Generally Accepted Accounting Principles (GAAP) and in compliance with Government Accounting Standards Board (GASB) pronouncements, including GASB Statements 31 and 40 and should include the following:

I. Summary of Portfolio Holdings. A listing of all securities held at the end of the month categorized by type of security, maturity and institution.

II. Investment Performance Report. At a minimum, the performance report should show total returns for the period compared to the established benchmark.

I II . Maturity/Duration Indicators. The monthly report should include portfolio duration and average maturity statistics to help monitor interest -rate risk.

IV. Transaction Summary. A summary of completed transactions for the month.

V. Mark -to -Market Report. The monthly report should show the cost and market value for each security in the portfolio.

VI. Market Commentary. The monthly and quarterly reports should contain general commentary on the market, trends that might affect performance, future outlook and other information as deemed appropriate.

All reports shall be due to the City within 30 days of the end of the reporting period.

B. Attendance at Meetings and Hearings. As part of the work scope and included in the contract price is attendance by the Advisor at as many "working" meetings with staff as necessary in performing work scope tasks.

C. Services to Other Clients. It is understood that the Advisor performs investment management services for other clients. It is understood that the Advisor shall not have any obligations to purchase or sell for the City account any security which the Advisor, its principals, affiliates or employees may purchase or sell for its or their own account or for the account of any client, if in the Advisor's good faith opinion such transaction or investment unsuitable, impractical or undesirable for the City account.

D. Allocation of Brokerage. Where the Advisor places orders for the execution of portfolio transactions for the City account, the Advisor may allocate such transactions to such brokers and dealers for execution on such markets, at such 4

Page 806 of 1155 ends

City of Beaumont Request for Proposal
-CALIFORNIA -
XXX
prices and at such commission rates as in the good faith judgement of the Advisor will be in the best interest of the City. The Advisor shall receive no soft dollar benefit for any transaction placed on behalf of the City.

6. TERM
The initial term of the agreement shall be for the period of three (5) years with an option of two (2) one-year renewals from the commencement date. Unless otherwise agreed to by the parties or as may be required by law, any renewal shall be based on the same prices, terms and conditions as the initial term.

7. PROPOSAL REQUIREMENTS
The proposal shall clearly address all the information requested herein. To achieve a uniform review process and obtain the maximum degree of comparability, it is required that proposals be organized and contain all information as specified below.

A. Cover Letter: Maximum of two (2) pages serving as an Executive Summary which shall include an understanding of the scope of services. The RFP shall be transmitted with a cover letter that must be signed by an official authorized to bind the consultant contractually. The letter accompanying the RFP shall also provide the name, title, address, and telephone number of individuals with the authority to negotiate and contractually bind the consultant. The cover letter constitutes certification by the consultant, under penalty of perjury, that the consultant complies with nondiscrimination requirements of the State and Federal Government. An unsigned proposal or one signed by an individual unauthorized to bind the consultant may be rejected.

Provide the name of the firm submitting the proposal, its mailing address, telephone number, and the name of the individual to contact if further information is required. Any participating firms and proposed sub -consultants shall be identified and included in the proposal (all sub -consultants must be approved by City prior to signing the agreement with City).

C. Approach: The firm's approach to delivering the scope of services. Provide a description of the firm's approach to communicating effectively with City staff and officials, other jurisdictional stakeholders, and the public, to facilitate successful delivery of assigned tasks.

D. Firm Profile: Provide a description of the firm, including number of professional personnel, years in business, office location(s), organizational structure (e.g., corporation, partnership, sole practitioner, etc.), areas of particular expertise, etc. 5

Page 807 of 1155 ends

City of Beaumont Request for Proposal
-CALIFORNIA -
XXX
E. Location of principal office that will be responsible for the implementation of this contract.

F. Proposed Team: Provide a summary description of all personnel who will be involved in this project, their roles and responsibilities, and their experience in similar past projects. The proposal must name a project manager. In addition to this summary, full resumes must be provided.

G. References: Provide at least three (3) references from previous cities, counties or other agencies for similar work completed within the last five (5) years, which include: name, address, contact person and phone number for the agency, length of time services were provided, staff assigned to each project by your firm, and a description of the services provided. All submitted materials shall become the property of the City of Beaumont.

H. Scope of Services: Provide a description of the tasks, sub -tasks, and deliverables that will be provided. The Scope of Services should be presented in a logical format that can be easily attached to the Professional Services Agreement (Exhibit B). Any additional items not mentioned above in the list but needed to get to full design and construction shall be included in the proposal as additional items for consideration.

Project Schedule: Provide a comprehensive Critical Path Method (CPM) schedule describing the nature and estimated timeline of proposed work objectives and milestones. Gannt chart preferred.

J. Cost proposal: Provide detailed cost of services.

Costing should include:
• Break down by a per unit rate (i.e. per box, per plan set, per binder, per drawer, per book, per trip, etc.).
• Provide a table with estimates based on information outlined in this RFP.
• Fixed prices, including out-of-pocket expenses, for all costs associated within the scope of this proposal,
• Additional billable costs for non -specified tasks
• Total fees and expenses for the entire scope of the project • Any area which proposers believe should be included in the scope of work in this proposal, but which is not stipulated in this RFP, and identifies the costs associated with the services rendered.

Please note, Proposers shall be expected to preplan to make cost saving reductions wherever possible. Pricing shall be all-inclusive of the document imaging and quality control process (prep, naming, OCR, folder creation, organization, re-fastening/binding content, etc.).
6

Page 808 of 1155 ends

City of Beaumont Request for Proposal
-CALIFORNIA -
XXX
L. List of all current/outstanding contracts, their status, and the completion date for each contract.

M. Any other information which should be considered, such as any special services or customer service philosophy which define your firm's practice.

N. The firm will be required to have professional liability insurance including liability at a minimum of one million per occurrence, worker's compensation, and vehicle coverage including comprehensive and collision insurance naming the City of Beaumont as additional insured. The proposal shall state whether such insurances will be in force at time of contract execution.

8. QUESTIONS - *DUE DATE FOR QUESTIONS is TUESDAY, December 23, 2025 5:OOpm.* All questions shall be submitted on Planetbids.com. Answers will be posted on the same website to allow all users to review the City's responses to all questions within two (2) week of the question due date.

The Proposer may provide a list of exceptions, edits, or modifications to the proposed Standard Agreement during the Question and Answer process. The City has no obligation to accept any proposed exception, edit, or modification. Proposers will be evaluated on the required services only and any requested exceptions, edits, or modifications will not affect the proposer responsiveness to the RFP. The City reserves the right to make modifications to the Standard Agreement and if selected by the City, the proposer agrees to execute the City's Standard Agreement with or without modification.

9. DELIVERY OF PROPOSALS
a. Submit via PlanetBids.
b. Proposals must be submitted no later than the date and time specified on the cover page, Section II, the Schedule of Events. LATE PROPOSALS WILL NOT BE ACCEPTED.
c. Proposals shall be labeled as follows: RFP for Investment Advisory Services

10. CONFIDENTIALITY
Prior to the proposal submittal deadline, all proposals will be designated confidential to the extent permitted by the California Public Records Act. After the proposal submittal deadline, all responses will be regarded as public record and will be subject to review by the public. Any language purported to render confidential all or portions of the proposals will be regarded as non -effective and will be disregarded. 7

Page 809 of 1155 ends

City of Beaumont Request for Proposal
-CALIFORNIA -

11. AMENDMENTS TO REQUEST FOR PROPOSALS
XXX
The City reserves the right to amend the RFP by addendum prior to the final proposal submittal date.

12. CITY OF BEAUMONT RIGHTS AND OPTIONS
This RFP does not commit the City of Beaumont to award a contract or to pay any cost incurred with the preparation of a proposal or contract for services described herein.

The City may, in its sole discretion and without any obligation to act reasonably, reject any and all proposals, waive informalities and minor irregularities in any proposal reviewed, negotiate with any qualified source submitting a proposal, extend deadlines, and/or request additional information. Subsequent to negotiations, prospective consultants may be required to submit revisions to their proposals. The City may reject any proposal that does not conform to the instructions provided in this RFP. Additionally, the City reserves the right to negotiate all final terms and conditions of any proposal received before entering into final contract.

The City reserves the right to postpone selection for its own convenience, to withdraw this RFP at any time, and to reject any and all proposals without indicating any reason for such rejection. As a function of the RFP process, the City of Beaumont reserves the right to remedy technical errors in response to the RFP and to modify the published scope of services and scope of work. Proposals submitted in response to the RFP will not be returned.

13. CONFLICT OF INTEREST
The Consultant shall disclose any personal or professional financial, business, or other relationships with the City that may have an impact on the outcome of this contract or any resulting project. The consultant shall also list current clients who may have a financial interest in the outcome of this contract.

14. PROPOSAL EVALUATION/SELECTION
The City intends to engage the most qualified consultant available that demonstrates a thorough understanding of the City's needs. City staff will use the following criteria to evaluate the proposals:

1. Understanding the scope of services
and completeness of RFP

2. Related experience and demonstrated skills

3. Approach to performing this type of service

6. Cost and Cost Effectiveness
Available Points = 20
Available Points = 30
Available Points = 40
Available Points = 10
Total Points Available = 100
The City may request a qualification interview with the highest ranked consultant(s) prior 8

Page 810 of 1155 ends

City of Beaumont Request for Proposal
-CALIFORNIA -
XXX
to determining the final ranking. This selection will be conducted according to the City's adopted procedures. The City reserves the right to reject any and all proposals.

Attachments
A. Exhibit A- Investment Policy
B. Exhibit B- Sample Professional Services Agreement
9

Page 811 of 1155 ends

City of Beaumont Request for Proposal
XXX
Exhibit "A"

INVESTMENT POLICY IS IN PLANET BIDS PLATFORM
AS A SEPARATE ATTACHMENT `EXHIBIT A'
.. •
10

Page 812 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
Exhibit "B"
Sample Professional Services Agreement

Page 813 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT

AGREEMENT FOR PROFESSIONAL SERVICES

BY INDEPENDENT CONTRACTOR

THIS AGREEMENT FOR PROFESSIONAL SERVICES BY INDEPENDENT CONTRACTOR ("Agreement") is made and effective as of the , 2025 by and between the CITY OF BEAUMONT, a California municipal corporation ("City") whose address is 550 E. 6th Street, Beaumont, California 92223, and , a California whose address is
("Contractor"). City and Contractor are sometimes hereinafter individually referred to as "party" and hereinafter collectively referred to as the "parties."

RECITALS
This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties to this Agreement:

A. City desires to engage Contractor to provide the following services: [brief general description of services]; and
B. Contractor has made a proposal ("Proposal") to the City to provide such professional services, which Proposal is attached hereto as Exhibit "A" and incorporated herein by this reference; and C. Contractor agrees to provide such services pursuant to, and in accordance with, the terms and conditions of this Agreement, and represents and warrants to City that Contractor possesses the necessary skills, licenses, certifications, qualifications, personnel and equipment to provide such services.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and mutual covenants contained herein, City and Contractor agree as follows:

1. Term of Agreement. This Agreement is effective as of the date first above written and shall continue until terminated as provided for herein. Notwithstanding anything in this Agreement to the contrary, this Agreement shall automatically terminate after [PROFESSINAL SERVICE AGREEMENTS MAY HAVE A TERM OF UP TO 5 YEARS WITH TWO 1 YEAR RENEWALS, SUBJECT TO CITY COUNCIL APPROVAL (Beaumont Municipal Code 3.02.070)] ( ) year(s) unless extended by the parties with the approval of the City Council of the City.

2. Services to be Performed. Contractor agrees to provide the services ("Services") as follows:
[Specific description of Services (detailed description of specific services, deliverables, and expected outcomes)] in accordance with Exhibit "A". All Services shall be performed in the manner and according to the timeframe set forth in the Proposal. Contractor designates as Contractor's Representative responsible for overseeing the Services provided by Contractor ("Contractor's Representative"). City designates the City Manager, or his or her designee, to act as the Project Manager ("Project Manager") in connection with the delivery of Services under this Agreement. Contractor shall supply, at its sole expense, all equipment, tools, materials, and supplies necessary to perform Services. In the event that the Proposal contains terms that are in addition to or in conflict with this Agreement, other than the price for Services, such terms shall not be valid and shall be of no force or effect.

3. Associates and Subcontractors. Contractor may, at Contractor's sole cost and expense, employ such competent and qualified independent associates, subcontractors and consultants as Contractor 12

Page 814 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
deems necessary to perform the Services; provided, however, that Contractor shall not subcontract any of the Services without the prior written consent of City.

4. Compensation.

4.01 Contractor shall be paid at the rates set forth in the Proposal and shall not increase any rate without the prior written consent of the City. Notwithstanding anything in this Agreement to the contrary, total fees and charges paid by City to Contractor under this Agreement shall not exceed the amount of Dollars and Zero Cents ($[ ]).

4.02 Contractor shall not be compensated for any Services rendered nor reimbursed for any expenses incurred in excess of those authorized unless approved in advance by the City, in writing.

4.03 Contractor shall submit to City, on or before the fifteenth (15th) of each month, itemized invoices for the Services rendered in the previous month. The City shall not be obligated to pay any invoice that is submitted more than sixty (60) days after the due date of such invoice. City shall have the right to review and audit all invoices prior to or after payment to Contractor. This review and audit may include, but not be limited to City's:
a. Determination that any hourly fee charged is consistent with this Agreement's approved hourly rate schedule;
b. Verification that the hours billed, when multiplied by the approved hourly rates, result in the correct total;
c. Determination that each item charged is the usual, customary, and reasonable charge for the particular item. If City determines an item charged is greater than usual, customary, or reasonable, or is duplicative, ambiguous, excessive, or inappropriate, City shall either return the bill to Contractor with a request for explanation or adjust the payment accordingly and give notice to Contractor of the adjustment.

4.04 If the work is satisfactorily completed, City shall pay such invoice within thirty (30) days of its receipt. Should City dispute any portion of any invoice, City shall pay the undisputed portion within the time stated above, and at the same time advise Contractor in writing of the disputed portion.

5. Obligations of Contractor.

5.01 Contractor agrees to perform all Services in accordance with the terms and conditions of this Agreement and the Proposal. In the event that the terms of the Proposal shall conflict with the terms of this Agreement or contain additional terms that purport to bind the City other than the Services to be rendered and the hourly rate for the Services, the terms of this Agreement shall govern and said additional or conflicting terms shall be of no force or effect.

5.02 Except as otherwise agreed by the parties, Contractor will supply all personnel, materials and equipment required to perform the Services. Contractor shall provide its own offices, telephones, vehicles and computers. Contractor will determine the method, details, and means of performing the Services under this Agreement.

5.03 Contractor shall keep City informed as to the progress of the Services by means of 13

Page 815 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
regular and frequent consultations. Additionally, when requested by City, Contractor shall prepare written status reports.

5.04 Contractor is responsible for paying, when due, all income and other taxes, fees, and withholding, including withholding state and federal taxes, social security, unemployment and worker's compensation, incurred as a result of the compensation paid under this Agreement. Contractor agrees to indemnify, defend, and hold harmless City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision.

5.05 In the event Contractor is required to prepare plans, drawings, specifications and/or estimates, the same shall be furnished in conformance with local, state and federal laws, rules and regulations.

5.06 Contractor represents that it possesses all required licenses necessary or applicable to the performance of Services under this Agreement and the Proposal and shall obtain and keep in full force and effect all permits and approvals required to perform the Services herein. In the event City is required to obtain an approval or permit from another governmental entity, Contractor shall provide all necessary supporting documents to be filed with such entity.

5.07 Contractor shall be solely responsible for obtaining Employment Eligibility Verification information from Contractor's employees, in compliance with the Immigration Reform and Control Act of 1986, Pub. L. 99-603 (8 U.S.C. 1324a), and shall ensure that Contractor's employees are eligible to work in the United States.

5.08 In the event that Contractor employs, contracts with, or otherwise utilizes any Ca1PERS retirees in completing any of the Services performed hereunder, such instances shall be disclosed in advance to the City and shall be subject to the City's advance written approval.

5.09 Drug -free Workplace Certification. By signing this Agreement, the Contractor hereby certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug -Free Workplace Act of 1990 (Government Code, Section 8350 et seq.) and will provide a drug -free workplace.

5.10 Contractor shall comply with all applicable local, state and federal laws, rules, regulations, entitlements and/or permits applicable to, or governing the Services authorized hereunder including, but not limited to California Department of Industrial Relations (Cal/OSHA) regulations; and the U.S. Depaitiuent of Transportation Omnibus Transportation Employee Testing Act, related to their scope of work and operations. In case of conflict, the most stringent shall apply.

5.11 Contractor shall keep itself informed concerning and shall render all Services hereunder in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any federal, state or local governmental entity having jurisdiction in effect at the time service is rendered.

5.12 By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of Services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the conditions, circumstances, difficulties and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of Services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the 14

Page 816 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
Services hereunder, Contractor shall immediately inform the City of such facts and shall not proceed except at Contractor's sole risk until written instructions are received from the Project Manager.

Contractor warrants all Services under the Agreement to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Services, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Agreement, commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at Contractor's sole cost and expense.

Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Services (or work of other contractors) damaged by Contractor's defective Services or which becomes damaged in the course of repairing or replacing defective Services. For any Services so corrected, Contractor's obligation hereunder to correct defective Services shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected Services. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor.

In the event that Contractor fails to fulfil its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the satisfaction of the City, the City shall have the right to correct and replace any defective or non -conforming Services and any work damaged by such services or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

5.13 Time is of the essence in the performance of this Agreement.

6. Insurance. Contractor hereby agrees to be solely responsible for the health and safety of its employees and agents in performing the Services under this Agreement and shall comply with all laws applicable to worker safety including but not limited to Cal -OSHA. Therefore, throughout the duration of this Agreement, Contractor hereby covenants and agrees to maintain insurance in conformance with the requirements set forth below. Attached hereto as Exhibit "B" are copies of Certificates of Insurance and endorsements as required by Section 7.02. If existing coverage does not meet the requirements set forth herein, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor shall provide the following types and amounts of insurance:

6.01 Commercial general liability insurance in an amount of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate; Contractor agrees to have its insurer endorse the general liability coverage required herein to include as additional insured's City, its officials, employees and agents.

Contractor also agrees to require all contractors and subcontractors to provide the same coverage required under this Section 6.

6.02 Business Auto Coverage in an amount no less than $1 million per accident. If Contractor or Contractor's employees will use personal autos in performance of the Services hereunder, Contractor shall provide evidence of personal auto liability coverage for each such person.

6.03 Workers' Compensation insurance for any of Contractor's employees that will be 15

Page 817 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
providing any Services hereunder. Contractor will have a state -approved policy form providing statutory benefits as required by California law. The provisions of any Workers' Compensation insurance will not limit the obligations of Contractor under this Agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. Sole proprietors with no employees, LLCs, or partnerships using the services of members or partners who do not carry Workers' Compensation insurance acknowledge that they are not subject to the Workers' Compensation Act of the State of California and agree to complete a signed workers compensation exemption form.

6.04 Optional Insurance Coverage. Choose and check one: Required /Not Required ; Errors and omissions insurance in a minimum amount of $2 million per occurrence to cover any negligent acts or omissions committed by Contractor, its employees and/or agents in the performance of any Services for City.

6.05 Cyber Liability Insurance REQUIRED IF CHECKED HERE ONLY [ ] (Technology Professional Liability — Errors and Omissions), with limits not less than $2,000,000 per occurrence or claim, and $2,000,000 aggregate or the full per occurrence limits of the policies available, whichever is greater. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

Contractor will file with City, before beginning professional services, certificates of insurance (Acord Form 25 or equivalent) satisfactory to City evidencing.
policies):

6.06 If Claims Made Policies (applies only to professional liability and cyber liability i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
ii. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the contract work.

7. General Conditions pertaining to Insurance Coverage.

7.01 No liability insurance coverage provided shall prohibit Contractor from waiving the right of subrogation prior to a loss. Contractor waives all rights of subrogation against City regardless of the applicability of insurance proceeds and shall require all contractors and subcontractors to do the same.

7.02 Prior to beginning the Services under this Agreement, Contractor shall furnish City with certificates of insurance, endorsements, and upon request, complete copies of all policies, including 16

Page 818 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
complete copies of all endorsements. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf.

7.03 All required policies shall be issued by a highly rated insurer with a minimum A.M.

Best rating of "A:VII". The insurer(s) shall be admitted and licensed to do business in California. The certificates of insurance hereunder shall state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice has been given to CITY.

7.04 Self-insurance does not comply with these insurance specifications. Contractor acknowledges and agrees that that all insurance coverage required to be provided by Contractor or any subcontractor, shall apply first and on a primary, non-contributing basis in relation to any other insurance, indemnity or self-insurance available to City.

7.05 All coverage types and limits required are subject to approval, modification and additional requirements by City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent.

7.06 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor or arising out of the Services performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

7.07 The coverage shall contain no special limitations on the scope of protection afforded to City, its directors, officers, employees, or authorized volunteers. If the Contractor 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 Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

8. Indemnification.

8.01 Contractor and City agree that City, its employees, agents and officials should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs or any other costs arising out of or in any way related to the performance of this Agreement by Contractor or any subcontractor or agent of either as set forth herein. Accordingly, the provisions of this indemnity are intended by the parties to be interpreted and construed to provide the fullest protection possible under the law to City. Contractor acknowledges that City would not enter into this Agreement in the absence of the commitment of Contractor to defend, indemnify, and protect City as set forth herein.
a. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City, its employees, agents and officials, from and against any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, injuries, expenses, damages or costs of any kind, whether actual, alleged or threatened, actual attorneys' fees incurred by City, court costs, interest, defense costs, including expert witness fees and any other costs or expenses of any kind whatsoever without restriction or limitation incurred in relation to, as a consequence of or arising out of, or in any way attributable actually, allegedly or impliedly, in whole or in part to the performance of this Agreement. Contractor's obligation to defend, indemnify, and hold harmless shall include any and all claims, suits, and proceedings in which Contractor (and/or Contractor's agents and/or 17

Page 819 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
employees) is alleged to be an employee of City. All obligations under this provision are to be paid by Contractor as they are incurred by City.
b. Without affecting the rights of City under any provision of this Agreement or this Section, Contractor shall not be required to indemnify and hold harmless City as set forth above for liability attributable solely to the fault of City, provided such fault is determined by agreement between the parties or the findings of a court of competent jurisdiction. 8A Indemnification Design Professionals. In the event that Contractor is a design professional under California Civil Code Section 2782.8 this Section 8A shall apply instead of Section 8. To the fullest extent permitted by California law and in accordance with California Civil Code section 2782.8, Contractor shall defend, indemnify, and hold harmless the City, its officers, employees, trustees and members ("Indemnified Parties") from any and all actions, assessments, counts, citations, claims, costs, damages, demands, judgments, liabilities (legal, administrative or otherwise), losses, notices, expenses, fines, penalties, proceedings, responsibilities, violations, attorney's and consultants' fees and causes of action including, but not limited to those for, injury to property or persons, including personal injury and/or death ("Claim(s)"), to the extent that the Claim(s) arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of Contractor, its directors, officials, officers, employees and consultants arising out of, connected with, or resulting from the performance of the Services, the Project, or this Agreement. This indemnity excludes liability caused by the negligence or willful misconduct of any of the Indemnified Parties. The cost to indemnify, hold harmless, and defend charged to Contractor shall not exceed Contractor's proportionate percentage of fault.

9. Additional Services, Changes and Deletions.

9.01. In the event Contractor performs additional or different services than those described herein without the prior written approval of the City Manager and/or City Council of City, Contractor shall not be compensated for such services. Contractor expressly waives any right to be compensated for services and materials not covered by the scope of this Agreement or authorized by the City in writing.

9.02 Contractor shall promptly advise the City Manager and Finance Director of City as soon as reasonably practicable upon gaining knowledge of a condition, event or accumulation of events which may affect the scope and/or cost of Services. All proposed changes, modifications, deletions and/or requests for additional services shall be reduced to writing for review and approval by the City and/or City Council.

10. Termination of Agreement.

10.01. Notwithstanding any other provision of this Agreement, City, at its sole option, may terminate this Agreement with or without cause, or for no cause, at any time by giving twenty (20) days' written notice to Contractor.

10.02 In the event of termination, the payment of monies due Contractor for undisputed Services performed prior to the effective date of such termination shall be paid within thirty (30) business days after receipt of an invoice as provided in this Agreement. Immediately upon termination, Contractor agrees to promptly provide and deliver to City all original documents, reports, studies, plans, specifications and the like which are in the possession or control of Contractor and pertain to City.

11. Status of Contractor.
18

Page 820 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT

11.01 Contractor shall perform the Services in Contractor's own way as an independent contractor, and in pursuit of Contractor's independent calling, and not as an employee of City. However, Contractor shall regularly confer with City's City Manager or Project Manager as provided for in this Agreement.

11.02 Contractor agrees that it is not entitled to the rights and benefits afforded to City's employees, including disability or unemployment insurance, Workers' Compensation, retirement, Ca1PERS, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, Workers' Compensation and other insurance, training, permits, and licenses for itself and its employees and subcontractors.

11.03 Contractor hereby specifically represents and warrants to City that it possesses the qualifications and skills necessary to perform the Services under this Agreement in a competent, professional manner, without the advice or direction of City and that the Services to be rendered pursuant to this Agreement shall be performed in accordance with the standards customarily applicable to an experienced and competent professional rendering the same or similar services in the same geographic area where the City is located. Further, Contractor represents and warrants that the individual signing this Agreement on behalf of Contractor has the full authority to bind Contractor to this Agreement.

12. Ownership of Documents; Audit.

12.01 All draft and final reports, plans, drawings, studies, maps, photographs, specifications, data, notes, manuals, warranties, and all other documents of any kind or nature prepared, developed, or obtained by Contractor in connection with the performance of Services performed for the City shall become the sole property of City, and Contractor shall promptly deliver all such materials to City upon request. At the City's sole discretion, Contractor may be permitted to retain original documents, and furnish reproductions to City upon request, at no cost to City.

12.02 Subject to applicable federal and state laws, rules and regulations, City shall hold all intellectual property rights to any materials developed pursuant to this Agreement. Contractor shall not use such data or documents for purposes other than the performance of this Agreement, nor shall Contractor release, reproduce, distribute, publish, adapt for future use or any other purposes, or otherwise use, any data or other materials first produced in the performance of this Agreement, nor authorize others to do so, without the prior written consent of City.

12.03 Contractor shall retain and maintain, for a period not less than four years following termination of this Agreement, all-time records, accounting records and vouchers and all other records with respect to all matters concerning Services performed, compensation paid and expenses reimbursed. At any time during normal business hours and as often as City may deem necessary, Contractor shall make available to City's agents for examination all of such records and shall permit City's agents to audit, examine and reproduce such records.

13. Miscellaneous Provisions.

13.01 This Agreement, which includes all attached exhibits, supersedes any and all previous agreements, either oral or written, between the parties hereto with respect to the rendering of Services by Contractor for City and contains all of the covenants and agreements between the parties with respect to the rendering of such Services in any manner whatsoever. Any modification of this Agreement will be effective only if it is in writing signed by both parties. 19

Page 821 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT

13.02 Contractor shall not assign or otherwise transfer any rights or interest in this Agreement without the prior written consent of City. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

13.03 Contractor shall timely file FPPC Form 700 Conflict of Interest Statements with City if required by California law and/or the City's conflict of interest policy.

13.04 If any legal action or proceeding, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which that party may be entitled.

13.05 This Agreement is made, entered into and shall be performed in the County of Riverside in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California. The parties agree that venue in any litigation between them shall be in Riverside County, California.

13.06 Contractor covenants that neither it nor any officer or principal of its firm has any interest, nor shall they acquire any interest, either directly or indirectly, which will conflict in any manner or degree with the performance of their Services hereunder. Contractor further covenants that in the performance of this Agreement, no person having such interest shall be employed by it as an officer, employee, agent, or subcontractor.

13.07 Contractor has read and is aware of the provisions of Section 1090 et seq. and Section 87100 et seq. of the Government Code relating to conflicts of interest of public officers and employees. Contractor agrees that they are unaware of any financial or economic interest of any public officer or employee of the City relating to this Agreement. It is further understood and agreed that if such a financial interest does exist at the inception of this Agreement, the City may immediately terminate this Agreement by giving notice thereof. Contractor shall comply with the requirements of Government Code section 87100 et seq. and section 1090 in the performance of and during the term of this Agreement.

13.08 Im proper Consideration. Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to, cash, discounts, services, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the City in an attempt to secure favorable treatment regarding this Agreement or any contract awarded by City. The City, by notice, may immediately terminate this Agreement if it determines that any improper consideration as described in the preceding sentence was offered to any officer, employee or agent of the City with respect to the proposal and award process of this Agreement or any City contract. This prohibition shall apply to any amendment, extension or evaluation process once this Agreement or any City contract has been awarded. Contractor shall immediately report any attempt by any City officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from Contractor.

13.09 Severability. If any portion, section, sentence, provision or paragraph of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the entire balance of this Agreement not so affected shall remain in full force and effect.

13.10 Prevailing Wages. Contractor shall be responsible to comply with applicable prevailing wages laws. As a condition of payment, if applicable Contractor shall show proof of payment of wages under applicable state and federal laws and regulations relating to prevailing wages in accordance 20

Page 822 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
with the "General Wage Determination Made By the Director of Industrial Relations Pursuant To California Labor Code, Part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1", for Riverside County and/or 40 U.S.C. Section 276a, et. seq. Such wage rates shall conform with those posted at City offices and the project site. In the event that the Contractor fails to pay the prevailing wages, the Contractor shall be solely liable for penalties and for the shortfall in wages and shall indemnify, defend and hold harmless City under Section

8.01 against any of the same. The following Labor Code sections are hereby referenced and made a part of this Agreement:

1. Section 1775 - Penalty for Failure to Comply with Prevailing Wage Rates.

2. Section 1777.4 - Apprenticeship Requirements.

3. Section 1777.5 - Apprenticeship Requirements.

4. Section 1813 - Penalty for Failure to Pay Overtime.

5. Sections 1810 and 1811 - Working Hour Restrictions.

6. Section 1776 - Payroll Records.

7. Section 1773.8 - Travel and Subsistence Pay.

13.11 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry.

13.12 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or Services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

13.13 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

13.14 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purpose of this Agreement.

13.15 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

13.16 Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare 21

Page 823 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
A�
all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified neither party shall be responsible for the service of the other.

13.17 The recitals set forth in the preamble of this Agreement are hereby incorporated into and made a substantive part of this Agreement as if fully set forth herein. [SIGNATURES ON FOLLOWING PAGE]
22

Page 824 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
IN WITNESS WHEREOF, the parties hereby have made and executed this Agreement to be effective as of the day and year first above written.

CITY:

CITY OF BEAUMONT X
By:

Print
Name:

Date:

ATTEST:

By:

Nicole Wheelwright, Deputy City Clerk
Date:

APPROVED AS TO FORM:

By:

John O. Pinkney, City Attorney
Date:

CONTRACTOR:

By:

Print
Name:

Date:
•
23

Page 825 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
EXHIBIT "A"

PROPOSAL
24

Page 826 of 1155 ends

XXX
City of Beaumont Request for Proposal

BEAUMONT
EXHIBIT "B"

CERTIFICATES OF INSURANCE
25

Page 827 of 1155 ends

Request for Proposals
Investment Advisory Services
1 hillfrUE: JANUARY 13, 2026
iiikr
CHANDLER ASSET MANAGEMENT, INC.
9255 Towne Centre Drive, Suite 600
San Diego, CA 92121
Direct: 858-546-3737; Toll -Free: 800-317-4747
[email protected] I chandlerasset.com

Page 828 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
January 13, 2026
Barbara Mason
Purchasing Manager
City of Beaumont
Beaumont Civic Center
550 East 6th Street
Beaumont, CA 92223
Submitted electronically to: www.planetbids.com
Re: Request for Proposals for Investment Advisory Services Dear Ms. Mason, Ms. Ustation, Director of Finance, Mr. AJ Patel, City Treasurer, and Treasury Staff, On behalf of Chandler Asset Management, Inc. (Chandler or the Firm), we thank you for the opportunity to submit our Firm's proposal and present our qualifications to provide investment management and advisory services for the City of Beaumont (the City). Chandler has significant experience managing local government portfolios under California Government Code (State Code) §§53600-53609. This includes work with over 20 neighboring cities in the Inland Area with agencies who share very similar goals and objectives to the City, and 168 cities and other public agencies statewide as of September 30, 2025. It is our goal to empower the City and its finance team through knowledgeable, timely support and consistent guidance in financial management provided by a dedicated California -based and focused team.

Chandler is an SEC -Registered Investment Adviser. Throughout our 37 -year history, Chandler has kept paramount the common investment objectives of public agencies: safety of principal, liquidity, and above -market returns over an investment cycle. We managed $43.4 billion in client assets as of September 30, 2025, including $14.1 billion for cities in California. Our extensive resources, proposed service team, personalized approach to relationship management, and strong presence in the markets work towards ensuring that the City's funds are thoughtfully managed. In addition, our culture of compliance and the transparency offered through comprehensive reporting will keep the City's Finance Director, Treasurer, Finance staff, and City Council apprised of all aspects of its portfolio.

We have reviewed the Request for Proposal (RFP), and believe we are the most qualified firm to provide the Scope of Services listed in the RFP as well provide additional services to support the City's growth. We have detailed our approach to complying with requirements of the Scope of Services in our proposal, and believe that your staff will be best served by selecting Chandler as its investment advisor to work together in maintaining the City's strong financial position. Our goal is to act as an extension of your team, similar to hiring an additional staff member, handling all the heavy lifting and time-consuming tasks needed to manage an investment program efficiently and effectively.

In addition, we have reviewed the City's investment policy and current investment holdings and believe that we can add significant value to your investment program through the strategies summarized below, and explained in greater detail in our proposal:
• Develop a comprehensive investment strategy for discretionary management that supports the City's financial goals, current budgetary objectives, and long-term general plan. Our strategy will seek to increase interest income and protect and enhance portfolio market value by actively diversifying sectors, issuers, and maturities. At the beginning of the relationship, we will customize our process for establishing investment objectives and constraints for the City after a thorough review and understanding of your investment policy, current holdings, and your current and anticipated financial needs. If we anticipate a Wage

Page 829 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
material change in the liquidity of the portfolio by 10% or more and/or a material change to the diversification of the portfolio by 15% or more, we will request approval at that time. • Collaborate with City staff to analyze cash requirements to improve the allocation between funds needed for liquidity and funds that can be invested in longer -term investment strategies aimed at maximizing return.
• Confirm that the City's investment policy complies with State Code, encompasses the latest industry best practices, and meets the City's preferences for confirming safety and liquidity while enhancing investment return. Review the City's investment policy at least annually. • Provide technical and fundamental market research, yield curve analysis, and credit analysis of investment instruments in portfolio.
• Conduct a benchmark study to analyze the risk and return characteristics of several benchmarks and select an appropriate benchmark.
• Maintain an authorized broker/dealer list and seek best execution for all trades. • Provide monthly, quarterly, and annual reporting to the City for its funds. As a Southern California -based investment adviser we are able to attend quarterly or additional frequent meetings with City staff, Committees, or City Council as requested. We will also provide investment -related training to staff and serve as a general resource to the City.
• Provide reports and other assurance of portfolio compliance with applicable policies and laws.

We are experts in California public agency investing. Chandler's investment and client service professionals are experts in all applicable federal laws and State Code as they pertain to the investment of public funds. The City's proposed team, Mia Corral Brown, Regional Director, Karl Meng, Portfolio Strategist, William Dennehy II, CFA, Co -Chief Investment Officer, and Gabrielle Eacock, Client Service Specialist, have decades of public sector investment experience and are active in organizations relevant to public fund investment best practices, including the Government Finance Officers Association (GFOA), the California Society of Municipal Finance Officers (CSMFO), the California Debt and Investment Advisory Commission (CDIAC), and the California Municipal Treasurers Association (CMTA).

I certify that I am authorized to submit our Request for Proposal and bind the organization named above. I have read, understand, and agree to comply with the terms and conditions specified in this Request for Proposal. I certify, under penalty of perjury, that Chandler complies with nondiscrimination requirements of the State and Federal Government. Further, I certify that all the information provided in our Request for Proposal is true and correct, firm, and irrevocable, and shall be valid for a period of at least 90 days from January 13, 2026. I am located at the Firm's headquarters office located at 9255 Towne Centre Drive, Suite 600, San Diego, CA 92121 and can be reached at 858-546-3737 or [email protected].

If you have any questions during your evaluation of our proposal, please contact Mia Corral Brown, Regional Director, at (858) 226-1504, or via email at [email protected]. Mia is located at the Firm's San Diego office.

Sincerely
CHANDLER ASSET MANAGEMENT, INC.

DK
Nicole Dragoo, JD
Chief Executive Officer
2IPage

Page 830 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Contents
Proposal Requirements 4
Chandler Appendices
Form ADV, Parts 1 and 2A, and Privacy Notice
ACORD Certificate of Liability Insurance
Professional Biographies
Global Investment Performance Standards (GIPS®) Composite Reports and Verification Letter Important Disclosures
Sample Client Monthly Statements and Quarterly Reports
Proposed Additional Terms for Agreement and Sample Investment Services Contract 3IPage

Page 831 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT

PROPOSAL REQUIREMENTS
A. Cover Letter: Maximum of two (2) pages serving as an Executive Summary which shall include an understanding of the scope of services. The RFP shall be transmitted with a cover letter that must be signed by an official authorized to bind the consultant contractually. The letter accompanying the RFP shall also provide the name, title, address, and telephone number of individuals with the authority to negotiate and contractually bind the consultant. The cover letter constitutes certification by the consultant, under penalty of perjury, that the consultant complies with nondiscrimination requirements of the State and Federal Government. An unsigned proposal or one signed by an individual unauthorized to bind the consultant may be rejected.

Our cover letter precedes the Table of Contents.

B. Introduction/Information: Introduction of the service proposal, including a statement of understanding for the types of services contemplated. Provide a discussion on how the objectives of the scope of services will be accomplished. Provide the name of the firm submitting the proposal, its mailing address, telephone number, and the name of the individual to contact if further information is required. Any participating firms and proposed sub -consultants shall be identified and included in the proposal (all sub -consultants must be approved by City prior to signing the agreement with City).

Chandler Asset Management, Inc. (Chandler or the Firm), located at 9255 Towne Centre Drive, Suite 600, San Diego, CA 92121, is an SEC -Registered Investment Adviser and a California corporation focused on high -quality fixed income portfolios for public and quasi -public sector entities. Working with over 200 public agency clients across the U.S., as of September 30, 2025, has given us a unique perspective on helping risk -averse clients achieve their financial goals. Chandler's experienced team of professionals are experienced in the standards of short- and intermediate -duration fixed income investment management for local government agencies and utilizes considerable analytical resources to enhance the investment management practices of these entities. We manage our clients' assets so that their funds are (1) thoughtfully invested, (2) available when needed to meet capital obligations, (3) structured to achieve competitive returns, and (4) rebalanced appropriately to maintain the desired structure. We work closely with our clients to address specific investment objectives and risk tolerances as they relate to overall sound financial management, while maintaining the focus and discipline to help guide portfolios through challenging market cycles. If further information is required regarding this RFP, please contact Mia Corral Brown, Regional Director, at (858) 226-1504, or via email at [email protected]. A link to our Form ADV, Parts 1 and 2A, is provided in the Appendix.

Founded in 1988, Chandler was established by public sector investment professionals to support public agencies facing complex markets, limited resources, and heightened fiduciary responsibilities. Drawing on decades of hands on experience managing public funds, our tenured team provides independent expertise, advanced analytical capabilities, and a proactive approach designed to help clients navigate volatility with confidence. We leverage market data, economic trends, credit research, and industry insights to build tailored fixed income investment programs aligned with each client's policies, liquidity needs, and long term financial goals. Through a relationship based service model that positions us as a trusted extension of our clients' teams, we have built long standing partnerships and, as of September 30, 2025, maintain a 92 percent client retention rate over the past five years.

Wage

Page 832 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Statement of Understanding for the Types of Services Contemplated It is our understanding that the City seeks an experienced investment management firm to provide investment management and advisory services that support its treasury operations, fiduciary responsibilities, and regulatory requirements. To provide these services, Chandler will work with the Finance Department, led by the Finance Director and supported by staff responsible for accounting, budgeting, financial reporting, revenue collection, banking, and treasury investments. Chandler uses CWAN (formerly Clearwater Analytics) for portfolio accounting and reporting which will provide information to the City's Tyler Incode accounting system.

Chandler will provide discretionary investment management and collaborate with the City to manage its multiple fund types, including seperate accounts and a pooled -cash structure in which short-term operating cash can be consolidated into a primary account. As a Southern California investment management firm acting as a trusted advisor and serving in a fiduciary capacity, we will proactively communicate with the City regarding its portfolio and related matters, serve as an extension of staff, manage the portfolio and provide reports compliant with State Code, adhere to established schedules and budgetary constraints, and provide additional best -practice investment advisory and portfolio management services as outlined below:

Our approach to accomplishing the objectives of the Scope of Services is described below:

Discretionary Investment Management
We believe that through effective risk management, we can enhance the potential for higher total returns for risk - conscious clients while maintaining their shared primary objectives of safety, liquidity, and return. Our approach uses investment processes and strategies we have developed over three decades and focuses on:
• Safety of principal'
• Appropriate levels of liquidity
• Diversification of risk
• Compliance with policies, legal requirements, and risk/return objectives • Active management to generate investment income and total return Our goal is to consistently exceed market benchmarks that reflect the overall risk profile of the City over a market cycle. We mitigate risk by diversifying the portfolio across sectors, credit quality, maturity, sub sectors, and issuers.

Chandler's focus stems from our clients' collective philosophy that safety and liquidity are higher priority than chasing returns that may put their principal at increased risk. As a result, we take a risk management approach to all aspects of the investment and portfolio management process.

Establishing Objectives and Constraints
Our process for establishing investment objectives and constraints for the City is customized after an extensive review and thorough understanding of the investment policy and the current and expected needs of the City, and its financial staff. We believe that a successful investment program focuses on the following elements. If we anticipate a material change in the liquidity of the portfolio by 10% or more and/or a material change to the diversification of the portfolio by 15% or more, we will request approval.

While our conservative investment approach promotes safety, investing in securities carries varying degrees of risk and we cannot guarantee safety of principal.

SIPage

Page 833 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
• Duration. We strive to maintain duration (the portfolio's price sensitivity to changes in interest rates) within a defined range that reflects the City's return requirements and acceptable volatility. We will work with City staff to identify a target duration range to limit relative market risk. • Term Structure. Using the market outlook from our Economic and Market Analysis Committee and the output of our Horizon Analysis Model, the term structure for the portfolio is structured to prioritize the safety and return of the portfolio under both anticipated and unanticipated shifts of the yield curve over a six-month horizon. Depending on our outlook and market conditions, the portfolio may have a "laddered" structure, with equal allocations across permitted maturities, a "barbell" structure, with maturities concentrated in short and long maturities, or a "bullet" structure, with maturities concentrated around the target duration. As interest rates evolve, the Chandler team alters the maturity distribution of the portfolio based on the prevailing market conditions. • Diversification. Chandler will develop a well -diversified portfolio based on the City's investment policy.

Our sector allocation strategy provides broad diversification by sector and by issuer and works to minimize exposure to credit risk. We can add considerable value through rotating sectors, thus identifying the best relative value at time of purchase. Additionally, if the City takes advantage of all sectors allowed by State Code, we will be able bring our extensive credit and investment analytic capabilities to further diversify the portfolio and increase potential return.
• Credit Quality. We employ a robust credit analysis process that helps us identify investment opportunities in securities appropriate for the investment of public funds. We believe that each client should establish credit quality constraints that reflect the community's risk preference. These constraints may be more conservative than State Code. Within that framework, we will purchase securities that our credit and value analyses have identified as having value and being appropriate for the City's portfolio. We will limit our investment in corporate securities to highly rated companies, subject to the City's restrictions. • Total Return. We search diligently to add value at every stage in our process. We manage the portfolio to enhance return and long-term growth within the constraints of the City's risk profile and return objectives.

Finally, we strive to find the best execution for each transaction, seeking multiple price quotations on all purchases and sales.
• Security Selection. Chandler employs a proprietary credit analysis process designed to identify stable and improving credits while detecting weak and deteriorating credits to avoid or remove from client portfolios.

It includes both qualitative and quantitative aspects.
• Periodic Rebalancing. With the passage of time, portfolio characteristics drift away from the desired structure. We rerun the Horizon Analysis Model monthly and rebalance the portfolio as markets and our investment process evolve to support our targeted performance.

Each account is separately managed to fulfill its specific cash flow requirements and risk profile. We have included performance for two of Chandler's composite strategies most commonly used by our public agency clients:

Chandler's Limited Maturity (1-3 year strategy) and Short Term Bond (1-5 year strategy). These strategy composites are comprised of individually managed accounts with an average modified duration approximately equal to the modified duration of the ICE BofA 1-3 Year US Treasury Index and the ICE BofA 1-5 Year US Treasury & Agency Index, respectively, and a final stated maturity of individual securities of five years.

The performance of each strategy is compared to its appropriate benchmark. Performance statistics are reported based on GIPS. Our GIPS performance composites for both strategies and verification report are provided in the Appendix.

Wage

Page 834 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Composite Performance — Gross and Net of Fees as of September 30, 2025 Total Rate of Return as of September 30, 2025
One
Year
Three
Years
Five
Years
Ten
Years
Since
Inception
Chandler Limited Maturity (Gross)

4.25% 4.78% 1.95% 2.00% 4.22%
Chandler Limited Maturity (Net)
!CE BofA 1-3 Year U.S. Treasury Index

4.17% 4.70% 1.87% 1.92% 4.14%

3.87%

4.35% 1.57%

1.69% 3.91%
Difference (Gross)

0.38% 0.43% 0.38% 0.31% 0.31%
Chandler Short Term Bond (Gross)

4.19% 4.92% 1.55% 1.99% 3.69%
Chandler Short Term Bond (Net)
!CE BofA 1-5 Year U.S. Treasury & Agency Index

4.11% 4.84% 1.47% 1.91% 3.61%

3.77%

4.43%

1.12%

1.66%

3.39%
Difference (Gross)

0.42% 0.49% 0.43% 0.33% 0.30%
Based on Chandler's Limited Maturity (1-3 year strategy) and Short Term Bond (1-5 year strategy) composites as of September 30, 2025. Please see the GIPS Composite Reports in the Appendix. Past performance is not indicative of future results. Performance is presented gross and net of investment management fees. *Net returns are for a sample fee of 8 basis points (0.08 of 1%). All investment strategies have the potential for profit or loss. Market conditions or economic factors may alter the performance and results of a portfolio. Performance for periods greater than one year is annualized. For one-on-one presentation only. Please refer to Important Disclosures in the Appendix.

Establishing an Appropriate Benchmark
At the inception of the engagement with the City, Chandler's investment professionals will present characteristics of our investment strategies. In addition, they will conduct a benchmark study to analyze the risk and return characteristics of several benchmarks. An appropriate benchmark will reflect the City's investment objectives, permitted investments, risk tolerance, and liquidity requirements. The benchmark should have a similar duration, weighted average maturity, and credit profile as the portfolio. This analysis will help determine a suitable benchmark for performance measurement that aligns with the City's risk tolerance.

Benchmarks that some of our other public agency clients have selected, which may also be appropriate for the City include the ICE BofA 1-3 Year US Treasury Index and the ICE BofA 1-5 Year US Treasury & Agency Index. While these are possible suggestions, our goal is to select the benchmark that is right for you. As such, we can discuss other possible benchmarks or even customize benchmarks for the City.

Cash Flow/Maturity Analysis
At the inception of an engagement with a client, one of Chandler's first steps is to conduct a statistical analysis of cash usage. This analysis seeks to incorporate any known budgetary events to project future cash balances. We recognize that liquidity is second only to safety on our clients' list of objectives. We actively assist our clients to develop and maintain cash flow forecasts and to manage liquidity. Our approach to managing cash involves four distinct stages:

I. Cash Flow Projections
One of the primary tasks at the beginning of the engagement and on an ongoing basis will be to understand the pattern of your cash flows. A straightforward historical analysis of cash balances is a simple, but effective, method for determining liquidity needs. For a more detailed cash flow analysis, we provide a template that uses historical revenue and expenditure data by category to project future monthly changes to cash balances. Our clients have successfully implemented both methodologies with our assistance. 7IPage

Page 835 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Sample Cash Flow Analysis
Minimum needed to cover
expenditures + 10% Cushion (LGIPs,
short-term securities)
Time Period (Years)
Actual portfolio of
securities
Modeled portfolio
of securities
Funds now
kept liquid
but could
be
invested
longer -
term
This sample illustration is being provided to demonstrate the tools in how we analyze cash balances.

II. Portfolio Segmentation
Chandler is an advocate of bifurcating portfolios between the liquidity needs of the entity and the residual monies that can be invested with a longer maturity profile and higher level of risk to generate higher total returns over an investment cycle. With an understanding of your cash flow requirements, we will invest to known cash flow dates. For many clients, we implement an approach that segments the portfolio into liquidity and reserve components. The liquidity portfolio is structured to include securities that mature on known cash flow dates, providing sufficient funds for net disbursements over the ensuing six months, and the reserve portfolio is designed to enhance earnings and long-term growth.

III. Liquidity Cushion
Because cash flow projections can only be estimates, we recommend a portfolio structure that includes an additional layer of short-term investments designed to be available for unanticipated cash expenditures.

IV. Reserve Component
Once liquidity needs are met in the portfolio with short-term investments, we turn to investing the remainder of the portfolio in higher returning, longer -term investments that meet your goals for portfolio growth over time.

Securities in the reserve portfolio will have active markets and excellent liquidity should an unexpected event require liquidation of some of the securities.

We will continue to assist the City with analysis to project balances into the future to handle fluctuating cash flows.

We will maintain ongoing dialogue with your staff to understand all issues that may impact future liquidity needs.

This way, securities can be structured in advance by maturing concurrently with cash needs and avoiding the sale of securities to raise cash when needed.

Continued on next page
8IPage

Page 836 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Segmented Investment
Portfolio
Liquidity Portfolios
Reserve Portfolio
• Matching maturities to known
•
Targeted generally to a higher duration
expenditures
to match liabilities and enhance the
• The average maturity of the
potential to increase earnings
portfolio is typically 1 yeor or less
•
The portfolio includes securities that
• Money market funds provide a
mature between 0-5 years but may be
liquidity "cushion"
• Money market instruments offer
concentrated between 1-3 or 1-5 years,
specific to each client.
diversification
•
May invest in:
• May invest in:
o U.S. Treasury Securities
o Commercial Paper
o U.S. Agency Securities
o Treasury Bills
o Corporate Notes
o Agency Discount Notes
o Supranationals
o Certificates of Deposit
o Asset -backed Securities
As the City continues to grow, we expect there will be even more funds to allocate between its liquid and core portfolios. We will revisit our cash flow analysis and forecasts frequently to confirm that the portfolio is structured to enhance returns.

Technical and Fundamental Research / Yield Curve Analysis / Portfolio Structure Chandler uses an Investment Committee approach under the direction of three co -chief investment officers with each having specific responsibilities. Members of the Committee meet regularly to review the findings and recommendations of committees, market conditions, and client portfolio characteristics to determine short-term strategies and any need for portfolio rebalancing.

All investment team members comprise the Investment Management Committee, leveraging the experience and expertise of each professional for effective analysis, decision -making, and communication. The Firm also has sub- committees and may generate and develop investment themes through their independent research to bring to the entire Investment Management team or their committee meetings. One of the committees may also collectively source ideas or theme through discussion.

Chandler's sub -committees contributing to the investment themes and strategies implemented on behalf of our clients include:
• The Economic and Market Analysis Committee sets the macro -economic tone and investment strategy for our fixed -income investments and structuring of client portfolios given the current market climate.

The committee also develops economic inputs and interest rate scenarios for the Horizon Analysis Model (the Model), the proprietary tool we employ to help develop portfolio structure. • The Sector Committee is tasked with sector valuation methodology, analysis of option -adjusted spreads and opportunities both among sectors and between issuers, and evaluation of new instruments and sectors for suitability.
• The Credit Committee evaluates issuers for inclusion, monitoring, and possible removal from the Firm's approved issuer list. In determining the suitability of a security, the Credit Committee analyzes company fundamentals with a focus on relative balance sheet strength and the overall earnings outlook of the issuer, paired with Chandler's view of the forward -looking macroeconomic environment. After determining the fundamental outlook of an issuer, the Credit Committee focuses on the relative value of current and historical spreads of both the issuer and its industry sector. Chandler's internal credit process is designed to identify and evaluate changing fundamentals and the current relative value of issuers versus sector peers.
9IPage

Page 837 of 1155 ends

C'A%CHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
• The Quantitative Analysis Committee develops and sets the structure for the Model and evaluates the Model's process for improved technology and methods. The results of the Model's output are used to develop general characteristics of the strategies.
• The Multi -Asset Class (MAC) Committee prepares the Firm's capital market assumptions, basing them on the Firm's analysis of the global markets and our forward -looking outlook of the market environment. The committee then develops the Efficient Frontier and reviews and recommends initial and ongoing portfolio asset allocations and fund vehicles for our clients.

Investment Management Committee
William Dennehy II, CFA
Co -Chief Investment Officer
Daniel Delaney, CFA
Deputy Chief Investment Officer
Carlos Oblites
Senior Portfolio and Investment Pool Strategist
Steve Huntley, CPFO
Senior Portfolio Strategist
Genny Lynkiewicz, CFA
Senior Portfolio Manager
Stephen Church
Trader/Assistant Portfolio Manager
Kyle Perry
Associate Portfolio Strategist
Scott Prickett, CTP
Co -Chief Investment Officer
Alayne Marie Sampson, CTP
Portfolio Strategy Manager
Chris Blackwood
Senior Portfolio and Investment Pool Strategist
Kara Hooks, CTP
Portfolio Strategist
John McDowell, CFA, CMT
Senior Portfolio Manager
Yi Shao, PhD
Associate Portfolio Manager
layson Schmitt, CFA
Co -Chief Investment Officer
Julie Hughes
Senior Portfolio Strategist
Scott Stitcher, CFA, CMFC
Senior Portfolio Strategist
Karl Meng
Portfolio Strategist
Aaron Nail, CFA
Portfolio Manager
Rare Williams, CFA
Associate Portfolio Manager
Jason Washburn, CFA
Credit Analyst
Economic and Market
Analysis Committee
• Economic Outlook
• Market Analysis
• Develops Interest
Rate Scenario Inputs
for Horizon Analysis
Model (the Model)
Credit Committee
Quantitative Analysis
Committee
Sector Committee
Multi -Asset Class
Committee
• Fundamental Credit
Analysis
• Security Relative
Value Analysis
• Maintains Approved
List
• Reviews Committee
Data
• Produces Model
Analysis
• Improves Model
Methodology
• Sector Valuation
• New Sector Analysis
• Develop Valuation
Inputs
• Analyzes Global
Markets
• Sets Capital Market
Expectations
• Reviews and
Enhances Investment
Vehicles
Chandler conducts nearly 100% research in-house. We augment our analysis with a variety of private research providers, including BCA Research, CreditSights, S&P IQ, Bloomberg, as well as additional research providers.

Internally developed, proprietary tools such as our Model and our credit review/security selection provide the foundation for Chandler's portfolio construction process. The team keeps abreast of sell -side research from a broad group of domestic and international investment banks. These tools not only provide data for our investment processes but allow our clients access to the most current and relevant market information. Chandler's professionals also conduct ad hoc research projects on issues concerning our industry and clients, such as changes in the brokerage world, studies on how legislative changes impact our clients, and research on new sectors or investment structures.

Continued on next page
10IPage

Page 838 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Chandler's proprietary Model is the quantitative foundation for the portfolio construction process. The Model enables our portfolio management team to integrate their research into the portfolio management process in a disciplined and repeatable way. Inputs to the Model include:
• Current yields on Treasury, agency, and corporate securities • Specific client constraints, such as maturity restrictions and maximum sector exposure • Nine different probability -weighted forecasted interest rate scenarios that may occur at the six-month horizon date. Our analysis of current macroeconomic conditions is one of the factors we consider as we develop the nine scenarios that comprise the third input to the Model.

INPUT AND CLIENT

CONSTRAINTS
Eh Yield Curves 4.

Constraints
Scenarios

HORIZON

ANALYSIS MODEL
A combination or our
qualitahve insight and
quantitative proprietary
algorithms
Chandler's Investment Process

PORTFOLIO

STRUCTURE
• Duration
• Term Structure
• Sector Allocation
• Security Selection
fee xi SxrategY Net
'°9
Qualitative
and quantitative 74 4.
analysis and r%
r` review

SECURITY

SELECTION
J Quantitative
Ranking
J Qualitative Anaivsis
Relative Value
Analysis
Through an iterative process, the Model generates the most favorable portfolio structure (duration, maturity distribution, and sector allocation), which we define as the structure we expect will outperform the portfolio's benchmark over a wide range of possible future interest rate movements. The investment team then evaluates the portfolio structure using their expertise and judgment and may adjust as they begin portfolio construction.

This combination of a rigorous quantitative structure and experienced qualitative oversight is a hallmark of all of Chandler's portfolio management activities.

Periodic Rebalancing. With the passage of time, portfolio characteristics tend to drift from the desired structure, so the team reruns the Model each month, reevaluates the portfolio structure, and rebalances to obtain the desired sector allocation and duration target as market conditions change. In addition, the fixed income benchmarks used by our clients for performance measurement are reconstituted monthly; therefore, we realign our portfolios to confirm proper active sector, term structure, and duration allocation relative to the benchmark.

As part of our active management approach, we will also adjust positioning when we find securities of superior value in terms of expected return, reduced risk, or adjust the credit quality of a holding for the portfolio.

In addition to our internal research tools and capabilities, the following external systems and software support our trading, portfolio accounting, and client reporting:
• CWAN (Formerly ClearwaterAnalytics): Provides 24/7 web and mobile access to customizable reports, holdings, transactions, ratings, performance calculations and other data. The City will benefit from a robust performance and accounting platform that will allow for greater transparency of the City's investment program.
• Bloomberg AIM - Order Management System: The compliance system used for pre -trade, post -trade, end -of -day compliance testing, and straight -through processing of investment transactions. The City's internally and externally managed portfolios will be integrated into our platform to maintain compliance with State Code. The City will benefit from a holistic approach to compliance across LGIPs, the City's internally managed portfolio and the externally managed portfolio.

Continued on next page
11IPage

Page 839 of 1155 ends

CMCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
• Bloomberg AIM - Effects of Security Purchases/Sale: Bloomberg AIM also allows the portfolio manager to test the effects that new securities will have on an existing portfolio. For example, the team can propose a trade in Bloomberg AIM, and determine what impact the position will have on the portfolio's overall duration, sector allocation, and credit quality. In addition, we can perform an analysis on how a portfolio will be affected given a specified change in interest rates to monitor that the portfolio will continue to meet the objectives of the client. The City will benefit from our methodical approach to investment management and will have a portfolio that consistently tracks to its strategic goals • Salesforce CRM: Contact management, portfolio settings, report distribution settings.

The City is not required to purchase any additional programs or software utilized for services under this engagement, relieving the need to allocate capital for portfolio construction, policy compliance, financial reporting, and other crucial aspects of managing your funds.

Credit Review Process
Members of the Firm's Credit Committee conduct credit research as a team using a proprietary process designed to identify stable and improving credits. Although the Nationally Recognized Statistical Rating Organizations (NRSROs) determine the initial eligibility of a security, Chandler does not rely on these ratings to determine whether a security is suitable for a Chandler portfolio. Chandler's Credit Committee, with input from the entire investment team, further determines the suitability of an investment based on our own internal research and a thorough understanding of each client's investment objectives and risk tolerances. This combination of qualitative and quantitative analysis enables the team to identify and invest in securities consistent with our clients' objectives of safety, liquidity, and return.

The dynamic nature of the process also provides the team with the ability to detect weak and deteriorating credits, which may be removed from client portfolios and Chandler's approved issuer list. In determining the suitability of a security, the Credit Committee analyzes company fundamentals with a focus on relative balance sheet strength and the overall earnings outlook of the issuer, paired with Chandler's view of the forward -looking macroeconomic environment. After determining the fundamental outlook of an issuer, the Credit Committee focuses on the relative value of current and historical spreads of both the issuer and its industry sector.

CREDIT COMMITTEE
• Evaluate fundamentals
• Determine relative value
• Segment issuers into three tiers
• Establish suitability by strategy
Issuer -specific
fundamental
analysis
industry
research and
fundamental
analysis
Macro-
economic
research
-c7 Research reports
.f^o„ Relative value
17Lnllalllll analysis
05 Investment
recommendations
O— Maintains Approved
O—
` o_ Issuer List

INVESTMENT

COMMITTEE &

CIO REVIEW

CHANDLER STRATEGIES
Chandler's Credit Committee provides continuous oversight and monitoring of credit issues and issuers The Credit Committee meets regularly to rank corporate issuers into three tiers and categorizes those securities based on individual client risk tolerance and policy guidelines. Each sector and issuer are reviewed at least quarterly. The goal is to proactively identify and invest in stable and improving credits, while avoiding deteriorating credits.
12IPage

Page 840 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Investment Policy Review and Updates
Chandler's investment professionals have deep experience in State Code and in writing investment policies designed to effectively guide the management of public funds. As your investment adviser, we will commit to reviewing the City's policy annually and when there are changes to State Code or industry best practices. Since having an investment policy is crucial to the development and maintenance of a public agency's investment program, we begin each relationship with a thorough review of the document, during which we make recommendations and formalize the investment mandate for each client's portfolio(s). Suggestions are meant to provide clarification, increase return potential, and improve risk management. We have written or revised investment policies for almost all our government clients, and we customize each policy to mirror the client's specific objectives and tolerances.

Our policy reviews will conform to:
• State Code
• Specific City directives and management preferences
• Industry best practices as identified by the Government Finance Officers' Association (GFOA) • The California Municipal Treasurers Association (CMTA), and the California Society of Municipal Finance Officers (CSMFO)
• Chandler's best practices
We provide our clients with education on new products, changing regulations, relevant events in public finance, and changing trends in the capital markets. We stay in front of all developments in California Government Code affecting public agency investments and advise our clients of revisions that may be relevant to include in their investment policy. Some recent legislative changes that have occurred are as follows:

January 1, 2019
Removed issuer
rating for asset
and mortgage -
backed securities
•
Recent Developments in California Government Code
January 1, 2021
Senate Bill 998:

Updates to
Commercial Paper
limitations and
zero -interest
securities
Source: California Government Code.

January 1, 2023
Code clarification:
forward
settlement date;
investment term
to maturity; and
reporting
requirements.

January 1, 2024
Senate Bill 882:

Pass -through
securities backed
by Treasuries and
Agencies exempt
from limitations on
corporate
securities.

Chandler actively communicates with our clients when there are changes to State Code. For example, effective January 1, 2024, Senate Bill 882 (Local Government Omnibus Act of 2023) dictated that pass -through securities backed by Treasuries or federal agencies are exempt from limitations imposed on pass -through securities backed privately or by corporations, so long as they meet the specified requirements referenced in the law and State Code.

We have reviewed the City 's investment policy (RFP Exhibit A). Moreover, we do have some recommendations that could further refine the policy:
• Well written policy incorporating many best practices from CMTA and GFOA • Reporting and Disclosure
o Since a quarterly report is referenced in the policy, adding language from SB 1489 requiring such a report be delivered to the legislative body within 45 days of the end of the quarter o In addition, language should be added related to the reporting of the monthly transactions required per 53607
13IPage

Page 841 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
• Prohibited Investments and Practices
o Adding language prohibiting the purchase of a security with a settlement date exceeding 45 days per SB 1489
o Clarifying that the purchase of zero interest accrual security expires in January 1, 2031, per SB 595 • Authorized Investments
o Update maximum portfolio % limitations for Pass — Through and Supranationals to 20% Portfolio Compliance with Applicable Laws and Policies
Portfolio managers use order management (OMS) and portfolio compliance software from Bloomberg AIM for monitoring compliance with client objectives, policies, trust indentures, and legal requirements on a pre -trade, post -trade, and end -of -day basis. At the inception of the relationship, a member of the compliance team codes each element of the investment policy and guidelines into the Bloomberg system. Since each trade originates in the system, pre -trade compliance testing is generated each time a portfolio manager prepares to execute a transaction. The system prohibits execution of the trade if it does not comply with the imputed guidelines. If an issue of non-compliance is identified through the system, it cannot be overridden by an investment team member and is escalated for review by a member of the compliance team.

Chandler's compliance team is responsible for all regulatory requirements, client guidelines, and Firm policies and procedures. The Firm's Chief Compliance Officer provides oversight of portfolio compliance and trade compliance management. These duties are conducted separately from the portfolio management team under the appropriate segregation of duties. As a part of our regular process of policy and guideline monitoring, we provide clients with a monthly detailed Statement of Compliance, based on our complete review of investments. This report details adherence to requirements such as permitted investments, asset class exposure, minimum credit quality, maximum maturities, issuer size and concentration limits, and compliance with the City's investment guidelines and legal requirements. This statement also serves as an effective means of reporting compliance to the City Council, oversight committees, and other stakeholders, and demonstrates that the City and its adviser take seriously its fiduciary duty to protect taxpayer dollars.

As part of our multi -level compliance process, further procedures to maintain compliance with state laws, your investment policy, and objectives include:
• A daily reconciliation of transactions and cash balances with custodian information • A month -end review of the portfolio to confirm compliance with the investment policy • A continuous review process by the Firm's Credit Committee to maintain credit quality policy standards and our strict quality requirements
• A portfolio structure that satisfies liquidity objectives with short -maturity securities and return objectives with higher duration investments
• Frequent communication between our team and yours to help us stay informed of any new developments that may modify your objectives
• Regular meetings with your staff to provide additional opportunities for a high level review of portfolio composition and performance
Chandler's Risk Committee is comprised of the Chief Compliance Officer and seven of the Firm's senior executives responsible for the Firm's risk management practices and policies. In addition, Chandler maintains a comprehensive Compliance Manual that covers all subjects relating to our investment activities and responsibility for client assets and safety of information. The Firm's Compliance Manual includes policies and procedures for internal controls, code of ethics, privacy and information safeguarding, cybersecurity, e-mail communications and social media, insider trading, and all matters related to our investment processes and record keeping. 14IPage

Page 842 of 1155 ends

CMCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Investment Guidelines
i Define Your Parameters
U State Legal Requirements
Li Your Investment Policy
u Management Directives
❑ Chandler Guidelines
Bloomberg AIM
Code Rules into Bloomberg
J Concentration Limits
❑ Credit Quality
❑ Issuer Exposure
❑ Prohibited Transactions
ID Actions I
Rae b Z4001415 NIa• l s 10s laprr/CaLe TM, runes)
Rule Grate .MEI1PIE.

Amara RnotPr
Type of Violation
Multi -Level Checks
Compliance Check
✓ Pre -Trade
✓ Post -Trade
✓ End -of -Day
A Warnings/Alerts — Various Levels
• System Warning (needs further review)
• Compliance Alerts (compliance clearance required)
Violation StatUs
Severity TRaaE_OWNRIDE
Canvey USD
ProCesied 09/15/2017 00.04.17
Ratan
VIot Rag
•
■
Pried',
Aglow Up
,• Suppress In ma Repro
Pad 09/1S/2017
bas Cart
• Copy We $ Seetes
NUUarwiu 0 /Ws) atuurs

DODO IMMO
1 Penal ng Carbon acknowledged
155
epuRoo
09/08/2017
Viol Fla0
09/08/20171715951 PesoM
This sample report is being provided for illustrative purposes to demonstrate Chandler's compliance procedures. References to specific securities and their characteristics are examples of securities held in a portfolio and are not intended to be and should not be interpreted as an offer, solicitation, or recommendation to purchase or sell any financial instrument, an indication that the purchase of such securities was or will be profitable, or representative of the composition or performance of the portfolio.

All employees are required to provide quarterly disclosures of conflicts of interest and brokerage activities on our internal Code of Ethics platform, in accordance with our Code of Ethics. Furthermore, Chandler conforms to the Code of Ethics and Standards of Professional Conduct as put forth by the CFA Institute. All Chandler employees abide by these standards, placing our clients' interests and the integrity of the investment management profession above our own, and pledging to act with integrity, competence, and respect in all matters related to our advisory and investment management business. We have a comprehensive compliance program in place that is reviewed annually by our Chief Compliance Officer and overseen by the Risk Committee.

Broker -Dealer Due Diligence and Selection
The investment management team maintains an active, productive relationship with the broker -dealer community to promote an ongoing flow of market information and to execute trades for our clients at competitive prices. This advantage provides our clients with market access that they would not be able to achieve on their own. On a given day, various factors may combine to generate the best price for a given transaction, including current dealer inventories, dealer profit/loss positions, and individual dealer sentiments about the market. No one dealer will consistently provide best execution. For that reason, we consistently place several dealers in competition and continuously monitor and compare inventories and prices. We review the credentials and regulatory background of each broker -dealer firm and their employees with whom we trade using FINRA's online BrokerCheck System.

Chandler executes security transactions on a transparent and highly competitive basis, in accordance with our commitment to best execution. On a given day, various factors may combine to generate the best price for a given transaction, including current dealer inventories, dealer profit/loss positions, and individual dealer sentiments about the market. No one dealer will consistently provide best execution. For that reason, we monitor and compare inventories and prices from each of our broker -dealers. Our broker -dealer relationships and competitive bid process provide market access for our clients that they would likely not achieve on their own, resulting in an incremental net financial advantage over time and an additional source of value in selecting Chandler as investment manager. This process includes:
15IPage

Page 843 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
• Working with a broad range of security broker -dealers that provide a high level of market liquidity and product inventory.
• Reviewing the credentials and regulatory background of each broker -dealer firm and their employees with whom we trade using FINRA's online BrokerCheck System.
• Consistently placing several dealers in competition by seeking a minimum of three quotations that are documented on trade tickets made available to clients the same day trades occur.

Reporting
Monthly Statements: Monthly statements include a summary of portfolio characteristics, performance, and full accounting details. Chandler's monthly statements conform to reporting standards required under State Code and other guidelines from governing public investments. Statement details include full asset listings including fair market value of investments, issuer, maturity date, interest rate, transactions for the period, and a description of the funds and investment programs. In addition, Chandler offers its clients transparency through a Statement of Compliance with state legal requirements and the investment policy, and a one -page summary with portfolio characteristics and total return for various periods compared to market benchmarks.

Portfolio Reports
Accounting Reports
Portfolio Characteristics
Security Holdings
Account Summary Detail
Transactions
Sector Allocation
Amortization/Accretion
Maturity Distribution
Interest Income and Accruals
Credit Quality
Realized & Unrealized Gains and Losses
Total Rate of Return
GASB 40 & 72 Reporting
Chandler's monthly reports conform to reporting standards established by state legal requirements and statutes governing public investments and include full asset listings including fair market value of investments, issuer, maturity date, interest rate, transactions for the period, and a description of the funds and investment programs.

In addition, Chandler offers its clients transparency through a Statement of Compliance with state legal requirements and the investment policy, and a one -page summary with portfolio characteristics and total return for various period compared to market benchmarks.

In addition, Chandler's reports will detail the following:
• A holdings report, showing security description, par value, cost value, book value, market value, accrued interest, gain/loss, book yield, duration, maturity, Moody's, Fitch, and S&P ratings, and percent of portfolio for each holding.
• A cash flow projection from upcoming maturities and interest payments. • A transaction ledger that reports all acquisitions, dispositions, interest payments, cash contributions and withdrawals, and any other transactions for the period. • An earned interest report, displaying all interest earnings, including accrued and received interest, amortization and accretion in detail form and summarized.

Quarterly Reports: We present quarterly investment reports designed to facilitate discussion between Chandler's investment professionals and City of Beaumont's staff and stakeholders. The reports provide current economic data, portfolio characteristics, return for both aggregate and individual portfolios, compliance statements, and a summary of accounts under management using graphs, charts, and illustrations. We provide this report for our regular presentations to City of Beaumont.

Sample reports are provided in the Appendix.
16IPage

Page 844 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Ad -Hoc Reporting: The City will have direct access to a team of dedicated partners at Chandler. If there are ad - hoc reporting requirements, a package can be created for the City that addresses specific needs. Chandler's professionals excel at the communication required to provide full transparency of your investment portfolio and to assist with translating the details of the entire investment program efficiently and effectively.

Quarterly Meetings and Periodic Training
We are available to meet with you as needed, and our investment professionals will also be available by phone during business hours. Comprehensive reports, statements, and two-way dialogue at in -person meetings translate the broad market and economic environment into the specifics of what we are doing for the portfolio and why.

Chandler's investment professionals can regularly make presentations to your staff and City Council members to review the portfolio and educate them on any issues affecting regulation or the investment environment. In addition, we will cooperate with the City's independent outside audit firm and provide schedules and analysis as requested by the auditors for ACFR preparation.

Chandler professionals serve as faculty and committee members for the GFOA and are active participants and sponsors of national and regional associations that develop recommended best practices and training curricula.

We can provide educational presentations for your staff, management, and other officials based on best practices of public financial advisory. We have developed educational materials on a wide range of investment topics including risk, duration, benchmarking and total return, corporate credit analysis, accounting, and others. Learning opportunities can be scheduled in conjunction with regular portfolio reviews or at a time more convenient for your staff. Recent topics Chandler has presented are: Bond Market 101; Cash Flow, Asset/Liability Matching and Benchmarks; Investment Update — Waiting for Fed Liftoff; Investing in a Low Rate Environment; and Measuring Portfolio Performance.

Our methods for delivering the scope of services, including developing investment objectives and constraints for the City, will be customized after an extensive review and thorough understanding of the investment policy, current and expected mandates, cash flow needs, risk tolerances, permitted securities, credit profile, duration targets, and current maturity structure of the investment portfolio. We would confirm that the investment policy continues to provide for your primary objectives of safety, liquidity, and return, and incorporates the latest revisions to state legal requirements.

Investment professionals will present characteristics of Chandler's investment strategies, and a benchmark study that analyzes the risk/return characteristics of benchmarks to consider for performance measurement that will align with the City's tolerance for risk. The end goal is a customized investment strategy that is tailored to your risk tolerances and return expectations. As a Southern California investment manager, we will serve as a local resource to the City and an extension of staff. Communication will be ongoing and timely in a manner preferred by the City.

A full discussion on how the objectives of the scope of services will be accomplished has been provided in the previous question.
17IPage

Page 845 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
D. Firm Profile: Provide a description of the firm, including number of professional personnel, years in business, office location(s), organizational structure (e.g., corporation, partnership, sole practitioner, etc.), areas of particular expertise, etc.

Chandler is an SEC -Registered Investment Adviser and a California corporation focused on high -quality fixed income portfolios for public and quasi -public sector entities. For 37 years, Chandler has provided fully customized, discretionary, high -quality fixed income portfolio advisory services and investment solutions for public agency clients. Our Firm provides comprehensive investment solutions for local governments guided by the objectives of preservation of principal, access to liquid funds, and maximization of investment returns within established risk parameters and legal requirements. We understand firsthand the challenges of investing in public funds in a world with dynamic financial markets and economic conditions.

History
Chandler was founded in 1988 by Kay Chandler, leveraging over a decade of experience as an Investment Officer for San Diego public agencies. She recognized the need for public entities to access external investment expertise and technology. In 1991, Martin Cassell - her successor at the City of San Diego - joined the Firm and now serves as Chandler's CFO and Board Chair after previously serving as CEO.

Together, they built a team with the specialized skills required to co -manage effective fixed income investment programs for public agencies. Today, Chandler remains committed to conservative fixed income management, continuously evolving to meet client needs. Headquartered in San Diego, CA, we also operate offices in Oakland, CA, Novato, CA, Ventura, CA, Denver, CO, Seattle, WA, and Clearwater, FL.

Organizational Structure
Chandler is wholly owned by Chandler Investor Services, Inc. which, in turn, is owned by the Chandler Asset Management, Inc. Employee Stock Ownership Plan ("ESOP"), Martin Cassell, CFO and Chairman of the Board, and other individuals. Chandler is under common ownership and control with Chandler Distribution Services, LLC, a registered broker -dealer.

Professional Personnel
As of September 30, 2025, Chandler had 55 employees, including 20 investment professionals classified as follows:

Chandler Investment Professional Staff
Classification # of Professionals
Co -Chief Investment Officers 3
Deputy Chief Investment Officer
1 Portfolio Management
6 Portfolio Strategists
9 Research
1 Total
20 Each member of the investment management team is responsible for providing investment advice and managing funds for our public agency clients. They also conduct research, analysis, strategy development, and oversee the Firm's investment management processes. The successful implementation of the team's investment process is not dependent upon any one individual. The workload for each account is distributed across the entire team. 18IPage

Page 846 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Areas of Expertise
We provide comprehensive investment management and reporting services as well Treasury support for public entity investment programs, including:

Investment Management
• Operating and Bond Funds
• General Revenue Funds
• Reserve Funds
• Capital Project Funds
• Debt Service Funds
Treasury Management Support
0 • Cash flow Analysis/Forecasting
• Investment policy development,
review, and monitoring
• Investment policy certification
• Custodial selection and review
• Reconciliation and settlement with
custodian
Service and Communication
• Transparency through monthly
statements and quarterly reports
• GASB 40 and 72 Reports
• Confirmation of compliance with
investment policy
• Multi -Asset Class strategies designed to
meet a return target
• Post -Employment Benefit Trusts/OPEB
• Separately managed portfolios of
individual securities
• Customization of strategies for individual
client needs
• Sharing fiduciary duty of our clients
• Online Client Reporting Tool
• Accounting templates and set-up
assistance
• Education webinars and training
• CPE credit issuance
• Ad hoc presentations to staff and
stakeholders
• Dedicated engagement manager to
ensure satisfaction with services
• Frequent meetings to review portfolio
• Direct contact with investment
professionals
management
Managing fixed income portfolios for clients beholden to State Code has been the core of our business since the Firm's founding in 1988. Chandler's professionals are experts in fixed income investments as they relate to local governments. We will work with the City to understand your unique goals and objectives and maintain the ability to customize solutions based on your specific goals, and the demands as determined by your liquidity needs. The Chandler team is dedicated to working towards ensuring that funds are (1) thoughtfully invested, (2) available when needed to meet capital obligations, (3) achieve competitive returns, and (4) rebalanced appropriately to maintain the desired structure.

Our clients choose us as their investment manager because of our:
• Extensive experience serving public agencies. The combined experience of the Firm's senior shareholders as investment officers within large public agencies has shaped their perspectives in leading a Firm with a focus on the management of public funds and assisting a public agency's staff in fulfilling their fiduciary duty.
• Investment and credit review process custom-tailored and with client goals in mind. • Expertise in State Codes that govern the investment of public funds. • Track record in establishing and expanding investment programs that support the budgetary goals of our clients.
• Ability to manage fixed income portfolios through changes in the interest rate cycle to the benefit of our clients.
• Comprehensive monthly statements that are accurate, timely, and add transparency to the investment program.
• Dedicated client service team that delivers proactive client communication. 19IPage

Page 847 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
E. Location of principal office that will be responsible for the implementation of this contract.

Our headquarters office will be the principal office responsible for the implementation of this contract:

Chandler Asset Management
9255 Towne Centre Drive, Suite 600
San Diego, CA 92121
https://www.chandlerasset.com
F. Proposed Team: Provide a summary description of all personnel who will be involved in this project, their roles and responsibilities, and their experience in similar past projects. The proposal must name a project manager. In addition to this summary, full resumes must be provided.

The engagement will be managed by a tenured team of senior investment management and client service professionals. Karl Meng, Portfolio Strategist, and William Dennehy II, CFA, Co -Chief Investment Officer, will be responsible for the overall management of the engagement, with project management support from Mia Corral Brown, Regional Director, and client service support from Gabrielle Eacock, Client Service Specialist. They will be supported by other members of Chandler's investment management, client service, operations, compliance, and administrative teams. Mia will be the project manager for the City. She can be reached at (858) 226-1504, or via email at [email protected].

Contact Name and Title
Role in Engagement
Education
Investment Management
3 B.A.

IllIll 4li AI
Primary Investment Contact
• Implements portfolio strategies for local
governments History, University of
• Monitors alignment with client objectives and California, Santa Barbara, M.B.A., policies San Francisco State University;
• Member of the Economic and Market Analysis Series 65 Registration Karl Meng Committee
Portfolio Strategist
Industry Tenure: 19 years I Firm Tenure: 3 years
Al,
. a
,,
Pta, rimary Portfolio Manager B.S. Business Administration, • Co -leads investment management team California State University, Chico; • Implements portfolio strategies Chartered Financial Analyst • Co -Chair of Credit Committee and Economic and (CFA®) William Dennehy, CFA Market Analysis Committee
Co -Chief Investment Officer
Industry Tenure: 33 years I Firm Tenure: 14 years
Engagement Manage & Client Service
_
Relationship Management
• Serves as direct client contact for the B.A. Communications, engagement San Diego State
• Conducts contracting and onboarding process University • Oversees client service and communications
deliverables Series 7 and 63 Registrations
• Coordinates project
Mia Corral Brown • Ensures Client Satisfaction
Regional Director
Industry Tenure: 28 years I Firm Tenure: 21 years
20IPage

Page 848 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
Contact Name and Title
Role in Engagement Education
Gabrielle Eacock
Client Service Specialist
Client Service Contact
• Reporting requirements and Client Portal
• Schedules training and educational
presentations
B.A. Psychology, San Diego State
University; CFA Institute
Investment Foundations
Certificate
Industry Tenure: 6 years I Firm Tenure: 6 years
Biographical information is provided below:

Karl Meng, Portfolio Strategist, joined Chandler Asset Management in 2022. He is a member of the Investment Management team and participates actively in the portfolio management process as well as builds and maintains client relationships. He focuses on identifying and communicating key investment related themes and trends for implementation into clients' portfolios.

Karl has over 14 years of Institutional Sales & Trading experience specializing in Federal Agency Fixed Income products, Mortgage -Backed Securities, and US Treasuries. Prior to joining Chandler, Karl was a Vice President for Vining Sparks IBG LP, where he was responsible for establishing and maintaining trading relationships with Government Entities and Institutional Asset managers. Karl is a graduate of San Diego State University with his BA in Economics. He holds the FINRA Series 7, Series 63, and Series 65 registrations.

William Dennehy II, CFA, Co -Chief Investment Officer, will serve as the primary portfolio manager for the City.

William maintains multiple leadership responsibilities at the Firm, including being a member of the Executive Leadership Team since 2016, focused on setting the overall strategic direction of the Firm. Specific to the investment team, William co-chairs both the Economic and Market Analysis Committee as well as the Credit Committee and is also a voting member of the Firm's Multi -Asset Class Committee. In addition to his responsibilities in helping to lead the investment team, he is also actively involved with specific client relationships to implement portfolio strategies and securities trading. Of particular emphasis during his time at Chandler, which began in 2011, William has been collaborating with clients to expand their investment mandates in an effort to identify more creative and robust investment strategy solutions to meet client goals.

Prior to joining Chandler, William spent 10 years working for Northern Trust Global Investments in Chicago, IL, most recently as a Senior Portfolio Manager and Vice President, with a wide range of responsibilities in asset allocation, quantitative and qualitative analysis, and trading in client accounts. William began his investment career in New York City, working for several financial institutions, including Kidder Peabody, Swiss Bank, and UBS, primarily trading short term interest rate products to support the overall capital market operations of the respective institutions.

William earned his BS in business administration with an option in Finance from California State University at Chico. He is a member of the CFA Institute and the CFA Society of San Diego and holds the designation of Chartered Financial Analyst (CFA).

Mia Corral Brown, Regional Director, has over two decades of experience working alongside institutional and public sector clients to achieve the goals of their investment programs. She is adept at ensuring seamless onboarding and overall client satisfaction. Mia's area of focus is on business development and engagement oversight for Public Sector clients in Southern California which include cities, water districts, counties, special districts and joint power authorities.
21IPage

Page 849 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
In her tenure at Chandler, Mia has dedicated the last two decades to working alongside local public agencies to provide comprehensive investment management and client service solutions.

Mia is an active member of the California Society of Municipal Finance Officers (CSMFO), the Government Finance Officers Association (GFOA), California Municipal Treasurers Association (CMTA), and is a Member of the California Association of California Treasurers and Tax Collectors and several other Associations which support CA Public Agencies. Mia is a founding member and President of Women in Public Finance, San Diego Chapter.

Mia is a graduate of San Diego State University where she earned her B.A. in communications with an emphasis in business. She holds the FINRA Series 7 and Series 63 registrations.

Gabrielle Eacock, Client Service Specialist, joined Chandler in 2019. She serves as a primary point of contact for our clients, maintaining existing client relationships through effective responses to client inquiries, conducting timely portfolio reviews, and engaging in strategic communication. She also maintains the client database and oversees the Chandler Client Portal.

Prior to joining Chandler, Gabrielle was a research assistant at San Diego State University. She has over 10 years of customer service and hospitality experience.

Gabrielle holds a B.A. in Psychology with an emphasis in Industrial and Organizational Psychology as well as a minor in Women's Studies from San Diego State University. She was awarded the CFA Institute's Investment Foundations Certificate (formerly Claritas° Investment Certificate) in 2022.

All the above professionals are supported by Chandler's investment management, client service, marketing, and operations teams to provide comprehensive service. In addition to the Firm's SEC registration, the following members of Chandler's team are investment adviser representatives:

Chandler Investment Adviser Representatives
Investment Adviser Representative CRD Number
Stephen Church
Daniel Delaney, CFA
6878939
I II' 7378402
William Dennehy II, CFA
Julie K. Hughes
2397527
r 5397196
Genevieve C. Lynkiewicz, CFA
4462193
Karl Meng
=P. 5198403
Aaron Nail, CFA
Carlos Oblites imil=hg 5350645
John McDowell, CFA, CMT 5041432
Scott D. Prickett, CTP I 1901448
Kara Hooks, CTP 7615064
Alayne Sampson, CTP r 5435009
Jayson Schmitt, CFA 4892847
Kyle Perry r 7304274
Scott Sticher, CFA, CMFC 2859504
Chris Blackwood 'r 1863353
Steven Huntley, CPFO 5538004
6761656
Full professional biographies are provided in the Appendix. 22IPage

Page 850 of 1155 ends

CAtCHANDLER

ASSET MANAGEMENT
Request for Proposals for
Investment Advisory Services

CITY OF BEAUMONT
G. References: Provide at (east three (3) references from previous cities, counties or other agencies for similar work completed within the last five (5) years, which include: name, address, contact person and phone number for the agency, length of time services were provided, staff assigned to each project by your firm, and a description of the services provided. All submitted materials shall become the property of the City of Beaumont.

Chandler Current Client References
Client
Contact Information
Work Provided
Dates of
Service
AUM*
Beaumont -Cherry Valley
Water District
560 Magnolia Ave.

Beaumont, CA 92223
Sylvia Molina
Assistant Director of Finance and
Administration
(951) 845-9581
[email protected]
Discretionary
management of
operating funds
2022 -
present
$ 42 MM
City of Perris
227 N D Street
Perris, CA 92570
Matthew Schenk
Director of Finance
(951) 943-4610 ext. 352
[email protected]
Discretionary
management of
operating funds
2005 -
present $ 93 MM
City of Murrieta
One Town Square
Murrieta, CA 92562
Javier Carcamo
Finance Manager
(951) 461-6090
[email protected]
Discretionary
management of
operating funds
2019 - $157 MM
present
*As of September 30, 2025
H. Scope of Services: Provide a description of the tasks, sub -tasks, and deliverables that will be provided. The Scope of Services should be presented in a logical format that can be easily attached to the Professional Services Agreement (Exhibit B). Any additional items not mentioned above in the list but needed to get to full design and construction shall be included in the proposal as additional items for consideration.

The following is a list of engagement tasks and deliverables that can be easily attached to the Professional Services Agreement (Exhibit B). A full description of the tasks and deliverables is provided in Question B.

Investment Policy Review. At the inception of the relationship, Chandler's investment professionals will extensively review the City's investment policy to confirm it encompasses the latest requirements of California Government Code (State Code), industry best practices, and any management directives. In addition, we will perform an annual formal review of the City's investment policy for updates to reflect the latest changes to State Code, and incorporate your objectives and cash flow needs that may change over time.

Cash Flow Analysis. Chandler will conduct a statistical analysis of City's cash usage and will factor in any known budgetary events to project future balances and quantify liquidity needs. Additionally, Chandler will identify opportunities to enhance investments by allocating resources to longer -duration strategies within the investment program.

Establish an Appropriate Performance Benchmark. We will identify an appropriate benchmark for operating reserves, capital improvement funds and debt service reserve to measure portfolio outcomes that are in line with an overarching investment strategy designed to meet your risk tolerance and return expectations.

Provide Credit Analysis of Investment Instruments in Portfolio. Before purchasing any securities, Chandler will conduct a thorough credit analysis on every security considered for the City's investment portfolio. We will communicate changes to keep your staff informed of market conditions or significant developments in the City's portfolio.
23IPage

Page 851 of 1155 ends

Beaumont City CouncilApril 7, 2026

Beaumont City Council
April 7, 2026