Attachment D - New York Life Insurance (Life Disability), Contract C25191558

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E CITY OF PALO ALTO CONTRACT NO. C25191558

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO
AND

LIFE INSURANCE COMPANY OF NORTH AMERICA
This Agreement for Professional Services (this "Agreement") is entered into as of the 1st day of January, 2025 (the "Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and LIFE INSURANCE COMPANY OF NORTH AMERICA, a wholly owned subsidiary of the New York Life Insurance Company, located at 51 Madison Avenue New York, NY 10010 ("COMPANY" or "Insurance Company").

The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:

RECITALS
CITY intends to provide for its employees Group Life, Accidental Death and Dismemberment (AD&D), and Long-Term Disability Insurance (LTD) (the "Project") and desires to engage a COMPANY to underwrite these insurance benefits in connection with the Project (the "Services", as detailed more fully in Exhibit A).

B. COMPANY represents that it, its employees and agents, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.

CITY, in reliance on these representations, desires to engage COMPANY to provide the Services as more fully described in Exhibit A, entitled "SCOPE OF SERVICES".

NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:

SECTION 1. SCOPE OF SERVICES. COMPANY shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through December 31, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. COMPANY shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled "SCHEDULE OF PERFORMANCE". Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by COMPANY in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the COMPANY. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of COMPANY.

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to COMPANY for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled "COMPENSATION," including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Million Three Hundred Sixty- Nine Thousand Two Hundred Fifteen Dollars and Fifty-Six Cents ($2,369,215.56). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled "SCHEDULE OF RATES." Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

SECTION 5. INVOICES. In order to request payment, COMPANY shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, COMPANY's schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in COMPANY's invoices shall be subject to verification by CITY. COMPANY shall send all invoices to CITY's Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by COMPANY or under COMPANY's supervision. COMPANY represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. COMPANY represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by COMPANY under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

SECTION 7. COMPLIANCE WITH LAWS. COMPANY shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. COMPANY shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E performance of the Services.

SECTION 8. ERRORS/OMISSIONS. COMPANY is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by COMPANY's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, COMPANY shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY's stated construction budget by ten percent (10%) or more, COMPANY shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.

SECTION 10. INDEPENDENT CONTRACTOR. COMPANY acknowledges and agrees that COMPANY and any agent or employee of COMPANY will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which COMPANY performs the Services requested by CITY under this Agreement. COMPANY and any agent or employee of COMPANY will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. COMPANY will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers' compensation, unemployment compensation, insurance, and other similar responsibilities related to COMPANY's performance of the Services, or any agent or employee of COMPANY providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and COMPANY or any agent or employee of COMPANY. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of COMPANY's provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of COMPANY are material considerations for this Agreement. COMPANY shall not assign or transfer any interest in this Agreement nor the performance of any of COMPANY's obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect.

Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

X Option A: No Subcontractor: COMPANY shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event COMPANY does subcontract any portion of the work to be performed under this Agreement, COMPANY shall be fully responsible for all acts and omissions of Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E subcontractors.

SECTION 13. PROJECT MANAGEMENT. COMPANY will assign Terri Prince Email:
[email protected] as the COMPANY's Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent COMPANY during the day-to-day performance of the Services. If circumstances cause the substitution of the COMPANY's Project Manager or any other of COMPANY's key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's Project Manager. COMPANY, at CITY's request, shall promptly remove COMPANY personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY's Project Manager is Tarandeep Mann, Human Resources Department, Benefits Division, 250 Hamilton Avenue, Palo Alto, CA, zipcode:, Telephone: 650-329-2574. CITY's Project Manager will be COMPANY's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. COMPANY agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and COMPANY hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither COMPANY nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. COMPANY makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

SECTION 15. AUDITS. COMPANY agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, COMPANY's records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). COMPANY further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.

X16.1. To the fullest extent permitted by law, COMPANY shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney's fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by COMPANY, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require COMPANY to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, COMPANY, its officers, employees, agents or contractors under this Agreement.

16.3. The acceptance of COMPANY's Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

18.1. COMPANY, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled "INSURANCE REQUIREMENTS". COMPANY and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.

18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of COMPANY retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.

18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval Certion or evidencing. of CITY's Risk Manager and will contain an endorsement stating that the general liability and auto liability insurance is primary coverage and the insurance coverage described in Exhibit D will not be canceled, or materially reduced in coverage or limits, by the insurer or COMPANY except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E days' notice to COMPANY, COMPANY shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the COMPANY receipt of such notice. COMPANY shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement.

18.4. The procuring of such required policy or policies of insurance will not be construed to limit COMPANY's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, COMPANY will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may terminate the performance of the Services, with or without cause, by giving the notice required in the insurance policies that constitute the Services.

19.2. Intentionally Omitted.

In event of termination, COMPANY will be paid for the Services rendered and work Services delivered to CITY in accordance with the Scope of Services up to the effective date of termination; The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).

SECTION 20. NOTICES.

All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:

To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To COMPANY:

As required by each insurance policy in the Services.

With a copy to the Project Manager at the address of
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E COMPANY recited on the first page of this Agreement, and a copy to New York Life Group Benefit Solutions, Office of the General Counsel, 51 Madison Avenue, New York, NY,
10010.

COMPANY shall provide written notice to CITY of any change of address.

SECTION 21. CONFLICT OF INTEREST.

21.1. In executing this Agreement, COMPANY covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.

21.2. COMPANY further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. COMPANY certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. COMPANY agrees to notify CITY if any conflict arises.

21.3. If the COMPANY meets the definition of a "Consultant" as defined by the Regulations of the Fair Political Practices Commission, COMPANY will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, COMPANY certifies that in the performance of this Agreement, it shall not unlawfully discriminate in the employment of any person due to that person's race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. COMPANY acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

22.2. COMPANY understands and agrees that pursuant to the Americans Disabilities Act ("ADA"), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. COMPANY will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. COMPANY will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E this Agreement.

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO

WASTE REQUIREMENTS
[N/A Intentionally Deleted]
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.

IN/A Intentionally Deletedl
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement, but not over applicable insurance law.

SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

26.1. This Project is not subject to prevailing wages and related requirements. COMPANY is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).

SECTION 27. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 27, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled "Claims for Public Contract Code Section 9204 Public Works Projects".

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

28.1. In the performance of this Agreement, COMPANY may have access to CITY's Confidential Information (defined below). COMPANY will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. COMPANY will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, COMPANY may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform COMPANY's obligations to CITY under this Agreement and for no other purpose, provided that the COMPANY informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.

28.2. "Confidential Information" means all data, information (including without limitation "Personal Information" about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to COMPANY by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that COMPANY can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in COMPANY's possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by COMPANY from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of COMPANY without any use of or access to the Confidential Information; or (V) COMPANY has written consent to disclose signed by an authorized representative of CITY.

28.3. Notwithstanding the foregoing, COMPANY may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that COMPANY will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless COMPANY is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.

28.4. COMPANY will notify City promptly upon learning of any confirmed breach in the security of its systems or unauthorized disclosure of, or access to, City Confidential Information in its possession or control, and if such City Confidential Information consists of City Personal Information, COMPANY will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

28.5. Prior to or upon termination or expiration of this Agreement, where feasible, COMPANY will honor any reasonable request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on COMPANY. COMPANY may retain, subject to its continued obligations of confidentiality under this Agreement, reasonable backup and archival copies of Confidential Information in electronic form, and such records as COMPANY is required to retain for purposes of regulatory examination, audit or compliance with legal requirements, consistent with its record retention policy.

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28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.

Notwithstanding anything in this section 28, laws applicable to insurance companies primarily governs the protection, privacy and disclosure of information related to the Services. COMPANY shall comply with such laws and including its COMPANY Privacy Policy which it makes available to the public on its website.

SECTION 29. MISCELLANEOUS PROVISIONS.

29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.

29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties.

29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. The insurance policies contained in Exhibits A-1, A-2 and A-3are the entire agreements relative to the insurance provided by COMPANY and supersede any conflict herein.

29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.

29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30), except the COMPANY's insurance policies in Exhibits A-1, A-2 and A-3,, the Agreement shall control. In the event of a conflict between the exhibits hereto and COMPANY's proposal (if any), the exhibits shall control.

29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.

This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.

SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:

X EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 BASIC & VOLUNTARY LIFE INSURANCE POLICY
EXHIBIT A-2 BASIC & VOLUNTARY AD&D LIFE INSURANCE POLICY EXHIBIT A-3 LONG TERM DISABILITY INSURANCE POLICY
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
X EXHIBIT D: INSURANCE REQUIREMENTS

THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.

CONTRACT No. C25191558 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

CITY OF PALO ALTO LIFE INSURANCE COMPANY OF

NORTH AMERICA
Officer 1
By: -Signed by:

City Manager Amy es, Guinan
D1FE55CCEAA8..

APPROVED AS TO FORM: Name: Amy K. Guinan
Title: vice President of uw
-
City Attorney or designee
Officer 2
By: -Signed by:

Evan Jones
- A3F604867AFA400...

Name: Evan Jones
Title: Regional Vice President of uw
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EXHIBIT A

SCOPE OF SERVICES
COMPANY shall provide the Services detailed in this Exhibit A, entitled "SCOPE OF SERVICES". Notwithstanding any provision herein to the contrary, COMPANY's duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. COMPANY's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. COMPANY shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by COMPANY pursuant to this Scope of Services.

COMPANY shall provide employees of CITY: BASIC AND VOLUNTARY LIFE

INSURANCE, BASIC & VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT (AD&D) and LONG TERM DISABILITY LIFE INSURANCE (LTD) policies. COMPANY shall administer the above named insurance benefits in accordance with the policies provided in this Agreement and attached as EXHIBITS "A-1", "A-2" & "A-3".

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E EXHIBIT A-1

BASIC LIFE INSURANCE POLICY
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Group Life
Insurance Certificate
City of Palo Alto
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IMPORTANT NOTICES
If you reside in one of the following states, please read the important notices below:

Arizona, Florida and Maryland residents:

The group policy is issued in the state of Delaware and will be governed by its laws. If you reside in a state other than Delaware, this certificate of insurance may not provide all of the benefits and protections provided by the laws of your state. PLEASE READ YOUR CERTIFICATE CAREFULLY.

Washington Residents:
(In Accordance With WAC 284-23-610, 620, 650, 730)
The accelerated life benefit in this policy does not and is not intended to qualify as long-term care under Washington state law. Washington state law prevents this accelerated life benefit from being marketed or sold as long-term care.

If an Insured receives payment of accelerated benefits from a life insurance policy, he or she may lose the right to receive certain public funds, such as Medicare, Medicaid, Social Security, Supplemental Security, Supplemental Security Income (SSI), and possibly others. Also, receiving accelerated benefits from a life insurance policy may have tax consequences for the Insured. We cannot give advice about this. The Insured may wish to obtain advice from a tax professional or an attorney before he or she decides to receive accelerated benefits under a life policy.

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FOREWORD
Life insurance provides individuals and their families with financial protection. The Life Insurance Benefit described in this booklet will help secure your family's financial security in the event of your death.

The need for life insurance protection depends on individual circumstances and financial situations. A portion of the cost of this coverage is provided by your Employer. You may need to contribute to the remaining cost of coverage through payroll deduction so that your benefit program is more comprehensive and responsive to your needs.

The following pages describe the main provisions of the life insurance plan available to you.

Insurance benefits described in the following pages will apply to you if your Employer has made this coverage available to you at no cost or you have elected the benefit and authorized payroll deduction for the required premium.

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LIFE INSURANCE COMPANY OF NORTH AMERICA
1601 CHESTNUT STREET GROUP INSURANCE
PHILADELPHIA, PA 19192-2235 CERTIFICATE
(888) 842-4462 Dial 711 to access telecommunications relay services

A STOCK INSURANCE COMPANY
We, the LIFE INSURANCE COMPANY OF NORTH AMERICA, have issued a Group Policy, FLX- 962659, to TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY on behalf of City of Palo Alto.

This certificate describes the benefits and basic provisions of your coverage. You should read it with care so you will understand your coverage.

This is not the insurance contract. It does not waive or alter any of the terms of the Policy. If questions arise, the Policy will govern. You may examine the Policy at the office of the Policyholder or the Administrator.

This certificate replaces any and all certificates which may have been issued to you in the past under the Policy.

Scott Balis
Scott Berlin, President
TL-004704
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TABLE OF CONTENTS
SCHEDULE OF BENEFITS.

WHO IS ELIGIBLE... . 6
WHEN COVERAGE BEGINS 6
WHEN COVERAGE ENDS 7
WHEN COVERAGE CONTINUES.... ..7
LIFE INSURANCE BENEFITS.. 11
LIFE INSURANCE EXCLUSIONS .... 13
CLAIM PROVISIONS..... .. 13
ADMINISTRATIVE PROVISIONS... 16
GENERAL PROVISIONS 16
DEFINITIONS.. . 17
DOMESTIC PARTNER/CIVIL UNION PARTNER RIDER. ..20
STATE MODIFYING PROVISIONS AMENDMENT RIDER.. ..22
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

SCHEDULE OF BENEFITS
Policy Effective Date: January 1, 2009
Policy Anniversary Date: January 1
Policy Number: FLX-962659
Re-Issue Date: July 1, 2025
The Policy reflects the terms and conditions of coverage applicable on this date. References throughout the Policy to the Policy Effective Date mean the original effective date of the Policy. If the Policy ncludes an Active Service requirement and you are not in Active Service on the Re-issue Date, you overage will be determined based on the terms of the Policy in effect on the day prior to the Re-issu Date until the date the insured person returns to Active Service.

Class Definition
You are eligible for insurance if you are a member of the class defined below.

All active, Full-time Employees of the Employer regularly working a minimum of 20 hours per week, excluding Employees who are classified as Management.

Your Eligibility Waiting Period
The Eligibility Waiting Period is the period of time you must be in Active Service to be eligible for coverage. It will be extended by the number of days you are not in Active Service.

If you were hired on or before the Policy Effective Date:

No Waiting Period
If you were hired after the Policy Effective Date:

No Waiting Period

LIFE INSURANCE BENEFITS
If an Insured is eligible under one Class of Eligible Employees and later becomes eligible under a different Class of Eligible Employees, changes in his or her insurance due to the class change will be effective on the first date the Insured is in Active Service on or after the first of the month following the change in class.

Employee Benefits
Basic Benefit 1 times your Annual Compensation
Guaranteed Issue Amount: the lesser of 1 times Annual Compensation or $325,000 Maximum Benefit: the lesser of 1 times Annual Compensation or $325,000 The Benefit Amount, Guaranteed Issue Amount and Maximum Benefit will be rounded to the next higher $1,000, if not already a multiple thereof.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Voluntary Benefit 1 or 2 times your Annual Compensation Guaranteed Issue Amount: the lesser of 2 times Annual Compensation or $500,000 Maximum Benefit: the lesser of 2 times Annual Compensation or $500,000 The Benefit Amount, Guaranteed Issue Amount and Maximum Benefit will be rounded to the next higher $1,000, if not already a multiple thereof.

Age Based Reductions When you are age 70 or older, your Life Insurance Benefit will reduce to the percentage shown below:
65% of the Life Insurance Benefit at age 70
50% of the Life Insurance Benefit at age 75
Terminal Illness Benefit You can elect up to 75% of Life Insurance Benefits in force on the date you are determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $500,000.

Automatic Increase Feature
If your Voluntary Life Insurance Benefit is based on Annual Compensation, it will automatically increase.

The amount of the increase may be up to 25% of the Employee's previous salary but not more than $25,000. It will automatically increase, subject to the conditions below.

Conditions for Automatic Increase:

1. the Employer provides the Insurance Company with the required notice of an increase in Annual Compensation; and

2. you are in Active Service on the effective date of the increase.

If you are not in Active Service on that date, your benefit will not increase until you return to Active Service.

You may stop the Automatic Increase Feature at any time. If you stop the feature, it may not be restarted at a later date.

TL-004736-1
Re-solicitation Period
During a Re-solicitation Period, or within 31 days after a Life Status Change, if you are currently insured under the Voluntary Life Insurance portion of this Policy, you may increase your Life Insurance Benefits, and if you are eligible for the Voluntary Life Insurance portion of this Policy but have not previously enrolled, you may become insured under the Policy, by satisfying the Insurability Requirement. Your insurance will be effective on the date we agree in writing to insure you.

You may reduce Insurance Benefits at any time. A request for a Benefit reduction received during a Re- solicitation Period will become effective on the Policy Anniversary following the Re-solicitation Period.

Any other Benefit reduction will be effective on the date we receive the completed change form.

Spouse or Domestic Partner Benefits
Voluntary Benefit An amount elected in units of $5,000
Guaranteed Issue Amount: $25,000
Maximum Benefit: $250,000
2 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Age Based Reductions When your Spouse is age 70 or older, your Spouse's Life Insurance Benefit will reduce to the percentage shown below:
65% of the Life Insurance Benefit at age 70
50% of the Life Insurance Benefit at age 75
Your Spouse's Life Insurance Benefits cannot exceed 100% of your Life Insurance Benefits.

Terminal Illness Benefit The insured can elect up to 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill.

Dependent Child Benefits
Voluntary Benefit An amount elected in units of $1,000
Maximum Benefit: $10,000
The Maximum Benefit for a Dependent Child who is less than 6 months old is $500.

All Dependent Child benefits are Guaranteed Issue.

Life Status Change
For Employees
Within 31 days after a Life Status Change, if you are currently insured under the Voluntary Life Insurance portion of this Policy, you may increase your Voluntary Life Insurance Benefit as long as the total Benefit does not exceed the Maximum Benefit Amount, without satisfying the Insurability Requirement. If you are eligible for the Voluntary Life Insurance portion of this Policy but have not previously enrolled, you may become insured under the Policy as long as the total Benefit does not exceed the Maximum Benefit Amount, without satisfying the Insurability Requirement. Insurance will be effective on the first of the month following the Life Status Change.

Within 31 days after a Life Status Change, if your Spouse is currently insured under the Voluntary Life Insurance portion of this Policy, you may increase his or her Voluntary Life Insurance Benefit, or if your Spouse is eligible for the Voluntary Life Insurance portion of this Policy but has not previously enrolled, he or she may become insured under the Policy, as long as the total Benefit does not exceed the Maximum Benefit Amount without satisfying the Insurability Requirement. Insurance will be effective on the first of the month following the Life Status Change.

Insurance Benefits may be reduced at any time. The reduced amount will be effective on the date the Insurance Company receives the completed change form.

TI -008030-1
3 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Former Employee Benefits
Amount of Insurance An amount elected subject to the Maximum Benefit amount for Life Insurance Benefits allowable to you, less any amount of conversion insurance issued under the Conversion Privilege for Life Insurance.

Any amount elected in excess of the Life Insurance Benefits in effect on the date you no longer qualify as an Employee will be effective on the date the Insurance Company agrees in writing to insure you.

The Maximum Benefit for Basic Life Insurance Benefits is $50,000. (
Maximum Benefit Period To Age 70
Terminal Illness Benefit You can elect up to 75% of Life Insurance Benefits in force on the date you are determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $500,000.

Spouse or Domestic Partner of Former Employee Benefits
Amount of Insurance An amount elected subject to the Maximum Benefit amount for Voluntary Life Insurance Benefits available to a Spouse or Domestic Partner.

Any amount elected in excess of the Voluntary Life Insurance Benefits in effect on the date your employment with the Employer ends will be effective on the date we agree in writing to insure him or her.

Maximum Benefit Period To Age 70
Terminal Illness Benefit The insured can elect up to 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill.

Former Spouse or Domestic Partner Benefits
Amount of Insurance An amount elected subject to the Maximum Benefit amount for Voluntary Life Insurance Benefits available to a Spouse or Domestic Partner.

Any amount elected in excess of the Voluntary Life Insurance Benefits in effect on the date he or she no longer qualifies as a Spouse or Domestic Partner will be effective on the date we agree in writing to insure him or her.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Former Dependent Child Benefits
Amount of Insurance Units of $25,000
Guaranteed Issue Amount: $25,000
Maximum Benefit: $50,000
Maximum Benefit Period To Age 70
TL-004774
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

WHO IS ELIGIBLE
Classes of Eligible Persons
A person may be insured only once under the Basic Life portion of the Policy even though he or she may be eligible under more than one class. A person may also be insured only once under the Voluntary Life portion of the Policy as an Employee, Spouse or Dependent Child, even though he or she may be eligible under more than one class.

Employee
If you qualify under the Class Definition shown in the Schedule of Benefits, you are eligible to be insured under the Policy on the Policy Effective Date, or the day after you complete the applicable Eligibility Waiting Period, if later.

If you have previously converted your insurance under the Policy, you will not become eligible until your converted policy is surrendered. This does not apply to any amount of insurance that was previously converted under the Policy due to a reduction in your Life Insurance Benefits based on age or a change in class unless those conditions no longer affect the amount of insurance available to you.

Except as noted in the Reinstatement Provision, if you terminate coverage and later wish to reapply, or if you are a former Employee who is rehired, a new Eligibility Waiting Period must be satisfied. You are not required to satisfy a new Eligibility Waiting Period, if insurance ends because you are no longer in a Class of Eligible Employees, but continue to be employed by the Employer, and within one year you become a member of an eligible class.

Spouse
Your Spouse is eligible to be insured on the date you are eligible or the date he or she becomes your Spouse, if later. You must be insured for Voluntary Life Insurance in order to elect spouse coverage.

For eligibility purposes, your Spouse must be a lawful Spouse and not legally separated from, divorced from, or widowed by you.

Dependent Child
Your Dependent Child is eligible to be insured on the date you are eligible or the date the child becomes a Dependent Child, if later.

In no event will a Dependent Child be eligible to be insured more than once under the Policy.

TL-004710

WHEN COVERAGE BEGINS
You, your Spouse and Dependent Children will be insured for an amount not to exceed the Guaranteed Issue Amount on the date you become eligible, if you are not required to contribute to the cost of this insurance.

If you are required to contribute to the cost of this insurance, you may elect insurance for yourself, your Spouse and Dependent Children only by authorizing payroll deduction in a form approved by the Employer and us. The effective date of this insurance depends on the date and amount of insurance elected.
6 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E If you elect coverage within 31 days after you become eligible to enroll or increase coverage, the Guaranteed Issue Amount will be effective on the latest of the following dates:

1. The Policy Effective Date.

2. The date you authorize payroll deduction for this insurance.

3. The date the Employer or Insurance Company receives the completed enrollment form.

If we receive your enrollment form more than 31 days after you become eligible to elect coverage, insurance is effective on the date we agree in writing to provide this coverage. We will require you and your Spouse to satisfy the Insurability Requirement before we agree to insure you.

If coverage for a Dependent Child is in force and another Dependent Child becomes eligible, coverage for that child is effective on the date he or she qualifies as a Dependent Child.

If you are not in Active Service on the date insurance would otherwise go into effect, it will be effective on the date you return to Active Service.

If an eligible Spouse or Dependent Child is:

1. an inpatient in a hospital, hospice, rehabilitation or convalescence center, or custodial care facility; or

2. confined to his or her home under the care of a Physician on the date insurance would otherwise be effective, it will be effective on the date he or she is no longer an inpatient in these facilities or confined at home. If such Spouse or Dependent Child was covered by the Prior Plan immediately prior to the Policy Effective Date, this provision will not apply to the amount of coverage in effect as of the Policy Effective Date, but will apply to any increase in coverage. This does not apply to a Dependent Child who is age 6 months or less.

TL-004712

WHEN COVERAGE ENDS
Coverage will end on the earliest of the following dates:

1. the date you are eligible for coverage under a plan intended to replace this coverage; the date we terminate the Policy;

3. the date you, your Spouse or Dependent Children are no longer in an eligible class;

4. the date coinciding with the end of the last period for which required premiums are paid;

5. the date you are no longer in Active Service;

6. for an Employee, Spouse or Dependent Child, the date the Employer cancels participation under the Policy; and

7. the date your coverage ends, for any insured Spouse or Dependent Child.

WHEN COVERAGE CONTINUES
Continuation for Temporary Leave of Absence, Layoff or Family Medical Leave If you are an Employee and your Active Service ends due to an Employer approved unpaid leave of absence, layoff or family medical leave, your insurance will continue if the required premium is paid.

In these circumstances, your insurance may continue as follows.

For an Employer approved unpaid leave of absence, up to the end of the month in which the leave of absence begins.

For layoff, up to the end of the month in which the layoff begins.

For an Employer approved family medical leave, up to 12 weeks. 7 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Continuation for Disability for Employees over Age 60
If you become Disabled and are age 60 or over, the Life Insurance Benefits shown in the Schedule of Benefits will be continued, provided premiums are paid, until the earlier of the following dates:

The date you are no longer Disabled.

The date you are Disabled for 12 consecutive months.

The date coinciding with the end of the last period for which premiums are paid.

4. The date the Policy is terminated by us.

Amount of Insurance
If you die while you are Disabled and coverage is continued under this provision, we will pay a Death Benefit equal to the amount in effect on the date you became Disabled. However, the Life Insurance Benefit will be subject to the provisions of the Policy that reduce the coverage amount because of age, retirement, payment of an Accelerated Benefit or a change in class. Automatic increases in Life Insurance Benefits will end while coverage is continued under this provision. We will pay benefits only if due proof of your continuous Disability is received within one year of the date of the loss. "Disability"/'Disabled" means because of Injury or Sickness you are unable to perform all the material duties of your Regular Occupation; or are receiving disability benefits under the Employer's plan. "Regular Occupation" means the occupation you routinely perform at the time the Disability begins. We will consider the duties of the occupation as it is normally performed in the general labor market in the national economy.

Extended Death Benefit with Waiver of Premium
Extended Death Benefit
If you become Disabled and are less than age 60, the Life Insurance Benefits shown in the Schedule of Benefits will be extended without premium payment until the earlier of the following dates:

The date you are no longer Disabled.

The date you fail to qualify for Waiver of Premium or fail to provide proof of Disability as indicated under Waiver of Premium.

Amount of Insurance
If you die while you are Disabled and coverage is extended under this provision, we will pay a Death Benefit equal to the amount in effect on the date you became Disabled. However, the Life Insurance Benefit will be subject to the provisions of the Policy that reduce the coverage amount because of age, retirement, payment of an Accelerated Benefit or a change in class. Automatic increases in Life Insurance Benefits will end while premiums are waived. We will pay benefits only if due proof of your continuous Disability is received within one year of the date of the loss. "Disability"/"Disabled" means because of Injury or Sickness you are unable to perform all the material duties of your Regular Occupation; or are receiving disability benefits under the Employer's plan. "Regular Occupation" means the occupation you routinely perform at the time the Disability begins. We will consider the duties of the occupation as it is normally performed in the general labor market in the national economy.

Waiver of Premium
If you submit satisfactory proof that you have been continuously Disabled for 9 months, coverage will be extended up to age 65.

Such proof must be submitted to us no later than 3 months after the date the Waiver Waiting Period ends.

Premiums will be waived from the date we agree in writing to waive premiums for you. 8 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E After premiums have been waived for 12 months, they will be waived for future periods of 12 months, if you remain Disabled and submit satisfactory proof that Disability continues. Satisfactory proof must be submitted to us 3 months before the end of the 12-month period.

Termination of Waiver
Your insurance will end on the earliest of the following dates.

1. The date you are no longer Disabled.

2. The date you refuse to submit to any physical examination required by us

3. The last day of the 12-month period of Disability during which you fail to submit satisfactory proof of continued Disability.

To Age 65.
"Disability"/'Disabled" means because of Injury or Sickness you are unable to perform all the material duties of any occupation which you may reasonably become qualified based on education, training or experience.

TL-009745
Portability Options
For Employees
If your coverage under the Policy ends prior to age 70, for any of the following reasons:
termination of employment; or
termination of membership in an eligible class under the Policy; Life Insurance Benefits may be continued up to the Maximum Benefit shown in the Schedule of Benefits for this option.

You must apply to the Insurance Company and pay the required premium. If you continue coverage. coverage for your Spouse or Dependent Child may also be continued by you. Your Spouse or Dependent Child must be covered under the Policy on the date coverage would otherwise end. The application must be submitted:
a. within 31 days of your termination of employment or membership in an eligible class under the Policy; or
during the time that you have to exercise the Conversion Privilege.

Coverage under this option may not be elected at a later date.

When applying for this option, you must name a beneficiary. Any beneficiary named previously under the Policy is no longer in effect. If there is no named or surviving beneficiary, Death Benefits will be paid to the first surviving class of the following living relatives:
child or children;
mother or father;
brothers or sisters; or
e. the executors or administrators of your estate.
9 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E When coverage is continued under this option, you become a Former Employee. Your Spouse becomes a Spouse of a Former Employee. Your Dependent Child becomes a Dependent Child of a Former Employee.

If you, as a Former Employee, later acquire a Spouse or Dependent Child, you may elect coverage for them. You must apply to the Insurance Company and pay the required premium. Coverage for your Spouse or Dependent Child will be effective on the date we agree in writing to insure them. We may require that your Spouse or Dependent Child satisfy the Insurability Requirement before we agree to insure them.

Coverage will end on the earliest of the following dates.

The date we cancel coverage for all Former Employees.
b. The end of the period for which premiums are paid.

The date an Insured reaches age 70.
d. The date the Maximum Benefit Period shown in the Schedule of Benefits for this option ends.

Also, coverage for any Dependent Child will end on any of the dates listed above or when he or she no longer qualifies as a Dependent Child, if earlier.

For Spouses
If prior to age 70, a Spouse is:
legally separated, divorced; or
widowed from an insured Employee or Former Employee, Life Insurance Benefits may be continued. Coverage may be continued up to the Maximum Benefit shown in the Schedule of Benefits for this option. The Spouse must apply to the Insurance Company and pay the required premium.

A Spouse who continues coverage may also continue coverage for a Dependent Child. The Dependent Child must be covered under the Policy on the date coverage would otherwise end. A Spouse must elect to continue insurance under this option within 31 days after coverage ends. Coverage may not be elected at a later date.

When applying for this option, a Spouse must name a beneficiary. Any beneficiary named previously under the Policy is no longer in effect. If there is no named or surviving beneficiary, Death Benefits will be paid to the first surviving class of the following living relatives:
a. spouse,
b. child or children;
mother or father;
d. brothers or sisters; or
e. the executors or administrators of the Spouse's estate.

When coverage is continued under this option, the Spouse becomes a Former Spouse. A separate certificate of insurance will be issued to the Former Spouse. Coverage will be effective on the date after coverage as a Spouse ends if the required premium is paid.

Coverage will end on the earliest of the following dates. a. The date we cancel coverage for all Former Spouses.
b. The end of the period for which premiums are paid.

The date the Former Spouse reaches age 70.

The date the Maximum Benefit Period shown in the Schedule of Benefits for this option ends.

Also, coverage for a Dependent Child will end on any of the dates listed above or when he or she no longer qualifies as a Dependent Child, if earlier.
10 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E For Dependent Children
If a Dependent Child is insured under the Policy and is at least 19 years of age, Life Insurance Benefits may be continued under this option. Coverage may be continued up to the Maximum Benefit shown in the Schedule of Benefits for this option.

The Dependent Child must apply to the Insurance Company and pay the required premium. If a Dependent Child does not elect to continue insurance within 31 days after reaching age 19; or the date he or she no longer qualifies as a Dependent Child, if later, coverage under this option may not be elected at When applying for this option, a Dependent Child must name a beneficiary. Any beneficiary named previously under the Policy is no longer in effect. If there is no named or surviving beneficiary, Death Benefits will be paid to the first surviving class of the following living relatives:
a. spouse,
b. child or children;
C. mother or father;
d. brothers or sisters; or
e. the executors or administrators of the Dependent Child's estate.

When a Dependent Child continues coverage under this option, he or she becomes a Former Dependent Child. A separate certificate of insurance will be issued to the Former Dependent Child. Coverage for a Former Dependent Child will be effective on the following dates. a. For any Guaranteed Issue Amount, immediately following the date his or her coverage as a Dependent Child ends, provided the Insurance Company receives the required premium.

For any amount of insurance that exceeds the Guaranteed Issue Amount, the date the Insurance Company agrees in writing to insure him or her. The Insurance Company will require the Former Dependent Child to satisfy the Insurability Requirement before it agrees to insure him or her.

Coverage will end on the earliest of the following dates. a. The date we cancel coverage for all Former Dependent Children. b. The end of the period for which premiums are paid.

C. The date the Former Dependent Child is age 70.
d. The date the Maximum Benefit Period shown in the Schedule of Benefits for this option ends.

TL-004716 as modified by TL-009330

WHAT IS COVERED

LIFE INSURANCE BENEFITS
Death Benefit
If an Insured dies, we will pay the Life Insurance Benefit in force for that Insured on the date of his or her death.

TL-O04730
Accelerated Benefits
Any benefits payable under this Accelerated Benefits provision will reduce the Death Benefit payable for Life Insurance. Any automatic increases in Life Insurance Benefits will end when benefits are payable under this provision.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Terminal Illness Benefit
We will pay a Terminal Illness Benefit if we determine you or your Spouse are Terminally III. The amount of this benefit is up to the Maximum Benefit Amount shown in your Schedule of Benefits for this option. The Terminal Illness Benefit is payable only once in an Insured's lifetime.

Determination of Terminal Illness
For the purpose of determining the existence of a Terminal Illness, we will require you to submit the following proof.

1. A written diagnosis and prognosis by two Physicians licensed to practice in the United States.

2. Supportive evidence satisfactory to us, including but not limited to radiological, histological or laboratory reports documenting the Terminal Illness.

We may require, at our expense, you to be examined and a review of the documented evidence by a Physician of our choice.
"Terminal Illness" means a person is diagnosed by a Physician to have a prognosis of 12 months or less to live.

TL-004748
Conversion Privilege for Life Insurance
Each Insured may convert all or any portion of his or her Life Insurance that would end under the Policy due to:

1. termination of employment;

2. termination of membership in an eligible class under the Policy;

3. termination of the Policy.

The Insured may apply for any type of life insurance we offer to persons of the same age in the amount applied for, except you may not:

1. choose term insurance;

2. apply for an amount of insurance greater than the coverage amount terminating under the Policy

3. also, for conversan licy vil not pance i acrolic disarily or dora ended to terminate the insurance for any class of Insureds, or the Employer cancels participation under the Policy.

Conversion in these cases is only permitted if you have been covered by the Policy or, any group life insurance policy issued to the Employer which the Policy replaced, for at least 3 years.

If the Insured becomes eligible for coverage under any group life policy within 31 days of termination of coverage under this Policy, the Insured may not convert an amount of insurance greater than the amount of coverage terminating under the Policy less the amount for which he or she may be covered under the other policy.

To apply for conversion insurance, the Insured must, within 31 days after coverage under the Policy ends:
submit an application to us; and
pay the required premium.

Evidence of insurability is not required.

Premium for the conversion insurance will be based on the age and class of risk of the Insured and the type and amount of coverage issued.

If the Insured has assigned ownership of his group coverage, the owner/assignee must apply for the individual policy.
12 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Conversion insurance will become effective on the 31st day after the date coverage under the Policy ends provided the application is received by us and the required premium has been paid.

If the Insured dies during the 31-day conversion period, the Life Insurance benefits will be paid under the Policy regardless of whether he or she applied for conversion insurance. If a conversion policy is issued, it will be in exchange for any further benefits for that type and amount of insurance from this Policy.

Extension of Conversion Period
If an Insured is eligible for conversion insurance and is not notified of this right at least 15 days prior to the end of the 31-day conversion period, the conversion period will be extended. The Insured will have 15 days from the date notice is given to apply for conversion insurance. In no event will the conversion period be extended beyond 90 days. Notice, for the purpose of this section, means written notice presented to the Insured by the Employer or mailed to the Insured's last known address as reported by the If the Insured dies during the extended conversion period, but more than 31 days after his or her coverage under the Policy terminates, Life Insurance benefits:
will not be paid under the Policy; and
will be payable under the conversion insurance; provided:
the Insured's application for conversion insurance has been received by us; and the required premium has been paid.

Prior Conversion Limitation
If an Insured is covered under a life insurance conversion policy previously issued by us, he or she will not be eligible for this Conversion Privilege unless the prior coverage has ended.

TL-009740

LIFE INSURANCE EXCLUSIONS
If an Insured commits suicide, while sane or insane, within 2 years from the date the Insured's insurance under the Policy becomes effective, Voluntary Life Insurance Benefits will be limited to a refund of the premiums paid on the Insured's behalf. The suicide exclusion applies from the effective date of any additional benefits or increases in Life Insurance Benefits.

If a Dependent Child commits suicide and is survived by other Dependent Children covered under your certificate, no refund of premiums will be paid.

TL-004752

CLAIM PROVISIONS
Notice of Claim
Written notice of claim, or notice by any other electronic/telephonic means authorized by us, must be given to us within 31 days after a covered loss occurs or begins or as soon as reasonably possible. If written notice, or notice by any other electronic/telephonic means authorized by us, is not given in that time, the claim will not be invalidated or reduced if it is shown that notice was given as soon as was reasonably possible. Notice can be given at our home office in Philadelphia, Pennsylvania or to our agent. Notice should include the Employer's name, the Policy Number and the claimant's name and Written notice, or any other electronic/telephonic means authorized by us, of a diagnosis of a Terminal Illness on which claim is based must be given to us within 60 days after the diagnosis. If notice is not given in that time, the claim will not be invalidated or reduced if it is shown that written notice, or any other electronic/telephonic means authorized by us, was given as soon as reasonably possible. 13 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Claim Forms
When we receive notice of claim, we will send claim forms for filing proof of loss. If we do not send claim forms within 15 days after notice is received by us, the proof requirements will be met by submitting, within the time required under the "Proof of Loss" section, written proof, or proof by any other electronic/telephonic means authorized by us, of the nature and extent of the loss.

Claimant Cooperation Provision
If you fail to cooperate with us in our administration of your claim, we may terminate the claim. Such cooperation includes, but is not limited to, providing any information or documents needed to determine whether benefits are payable or the actual benefit amount due.

Insurance Data
The Employer is required to cooperate with us in the review of claims and applications for coverage. Any information we provide to the Employer in these areas is confidential and may not be used or released by the Employer if not permitted by applicable privacy laws.

Proof of Loss
You must provide written proof of loss to us, or proof by any other electronic/telephonic means authorized by us, within 90 days after the date of the loss for which a claim is made. If written proof of loss, or proof by any other electronic/telephonic means authorized by us, is not given in that 90 day period, the claim will not be invalidated nor reduced if it is shown that it was given as soon as was reasonably possible. In any case, written proof of loss, or proof by any other electronic/telephonic means authorized by us, must be given not more than one year after the 90 day period. If written proof of loss, or proof by any other electronic/telephonic means authorized by us, is provided outside of these time limits, the claim will be denied. These time limits will not apply due to lack of legal capacity.

Written proof, or any other electronic/telephonic means authorized by us, of loss for Accelerated Benefits must be furnished 90 days after the date of diagnosis. This proof must describe the occurrence, character and diagnosis for which claim is made.

In case of claim for any other loss, proof must be furnished within 90 days after the date of such loss.

If it is not reasonably possible to submit proof of loss within these time periods, we will not deny or reduce any claim if proof is furnished as soon as reasonably possible. Proof must, in any case, be furnished not more than a year later, except for lack of legal capacity.

Time of Payment
Benefits due under the Policy for a loss, other than a loss for which the Policy provides installment payments, will be paid immediately upon receipt of due written proof of such loss.

Subject to the receipt of satisfactory written proof of loss, all accrued benefits for loss for which the Policy provides installment payments will be paid monthly; any balance remaining unpaid upon the termination of liability will be paid immediately upon receipt of due written proof, unless otherwise stated in the Description of Benefits.

Manner of Payment of Claims
The <ISSUE_TYPE> authorizes that any benefit payment due as a lump sum of $5,000 or more shall be credited to a draft account with the Insurance Company, in the name of the beneficiary. The beneficiary may withdraw the entire proceeds at any time by issuing one or more drafts, or may withdraw lesser amounts, subject to a minimum account balance set by the Insurance Company from time to time.

Interest shall be credited to such account at rates as determined from time to time by the Insurance Company.
14 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E To Whom Payable
Death Benefits will be paid to the Insured's named beneficiary, if any, on file at the time of payment or to the certificate owner if alive. If there is no named beneficiary or surviving beneficiary, Death Benefits will be paid to the first surviving class of the following living relatives: spouse; child or children; mother or father; brothers or sisters; or to the executors or administrators of the Insured's estate. We may reduce the amount payable by any indebtedness due.

All benefits payable under the Accelerated Benefits section are payable to the Insured, if living. If the Insured dies prior to the payment of an eligible claim for an Accelerated Benefit, benefits will be paid in accordance with the provisions applicable to the payment of Life Insurance proceeds, unless the Insured has directed us otherwise in writing. However, any payment made by us prior to notice of the Insured's death shall discharge us of any benefit that was paid.

All other benefits unless otherwise stated in the Policy, will be payable to the Insured or the certificate owner if other than the Insured.

Any other accrued benefits which are unpaid at your death will, at our option, be paid either to your beneficiary or to the executor or administrator of your estate.

If we pay benefits to the executor or administrator of your estate or to a person who is incapable of giving a valid release, we may pay up to $1,000 to a relative by blood or marriage whom we believe is equitably entitled. This good faith payment satisfies our legal duty to the extent of that payment.

Change of Beneficiary
You may change your beneficiary at any time by giving written notice to the Employer or to us. The beneficiary's consent is not required for this or any other change which you may make unless your designation of beneficiary is irrevocable.

No change in beneficiary will take effect until the form is received by the Employer or us. When this form is received, it will take effect as of the date of the form. If you die before the form is received, we will not be liable for any payment that was made before receipt of the form.

Physical Examination and Autopsy
We may, at our expense, exercise the right to examine any person for whom a claim is pending as often as we may reasonably require. Also, we may, at our expense, require an autopsy unless prohibited by law.

Legal Actions
No action at law or in equity may be brought to recover benefits under the Policy less than 60 days after vritten proof of loss, or proof by any other electronic/telephonic means authorized by us, has beer urnished as required by the Policy. No such action shall be brought more than 3 years after the time satisfactory proof of loss is required to be furnished.

Time Limitations
If any time limit stated in the Policy for giving notice of claim or proof of loss, or for bringing any action at law or in equity, is less than that permitted by the law of the state in which you live when the Policy is issued, then the time limit provided in the Policy is extended to agree with the minimum permitted by the law of that state.

Physician/Patient Relationship
You have the right to choose any Physician who is practicing legally. We will in no way disturb the Physician/patient relationship.

TL-004724
15 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

ADMINISTRATIVE PROVISIONS
Premiums
The premiums for this Policy will be based on the rates currently in force, the plan and the amount of insurance in effect.

If an Insured's coverage amount is reduced due to acceleration of a Death Benefit, premium will be based on the amount of coverage in force on the day before the reduction took place. If the Insured's coverage amount is reduced due to his or her attained age, premium will be based on the amount of coverage in force on the day after the reduction took place.

Your Grace Period
If your required premium is not paid on the Premium Due Date, there is a 31 day grace period after each premium due date after the first. If the required premium is not paid during the grace period, insurance will end on the last day for which premium was paid.

Draft Accounts
The Insurance Company shall be entitled to retain, as part of its compensation, any earnings on draft accounts created in connection with benefit claims, in excess of interest credited under the terms of the Reinstatement of Insurance
Your coverage may be reinstated without satisfying the Insurability Requirement, if your insurance ends because you are on an unpaid leave of absence and you apply for Reinstatement within 31 days of your return to Active Service.

After your insurance ends, it may be reinstated at any date prior to five years after the date of termination if the following conditions are met.

The Policy is still in force.

You are eligible under the Policy.

You send us a written request for reinstatement and a new enrollment form.

The required premium is paid.

The Insurability Requirement, if applicable, is satisfied.

TL-004722

GENERAL PROVISIONS
Incontestability
All statements made by the Employer or by an Insured are representations not warranties. No statement will be used to deny or reduce benefits or as a defense to a claim, unless a copy of the instrument containing the statement has been furnished to the claimant. In the event of death or legal incapacity, the beneficiary or representative must receive the copy.

After two years from an Insured's effective date of insurance, or from the effective date of any added or increased benefits, no such statement will cause insurance to be contested except for fraud or eligibility for insurance.

Misstatement of Age
If an Insured's age has been misstated, we will adjust all benefits to the amounts that would have been purchased for the correct age.
16 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Workers' Compensation Insurance
The Policy is not in lieu of and does not affect any requirements for insurance under any Workers' Compensation Insurance Law.

Assignment of Benefits
We will not be affected by the assignment of your certificate until the original assignment or a certified otherwise taken for a person's debts. This prohibition does not apply where contrary to law.

Clerical Error
A person's insurance will not be affected by error or delay in keeping records of insurance under the Policy. If such an error is found, the premium will be adjusted fairly.

Ownership of Records
All records maintained by the Insurance Company are, and shall remain, the property of the Insurance Company.

DEFINITIONS
Please note, certain words used in this document have specific meanings. These terms will be capitalized throughout this document. The definition of any word, if not defined in the text where it is used, may be found either in this Definitions section or in the Schedule of Benefits.

Accident
The term Accident means a sudden, unforeseeable external event that causes you bodily Injury and occurs while your coverage is in force under the Policy.

Active Service
If you are an Employee, you are in Active Service with the Employer on a day which is one of the Employer's scheduled work days if either of the following conditions are met.

You are actively at work. This means you are performing your regular occupation for the Employer on a Full-time basis, either at one of the Employer's usual places of business or at some location to which the Employer's business requires you to travel.

The day is a scheduled holiday, vacation day or period of Employer approved paid leave of absence, other than disability or sick leave after 7 days.

You are considered in Active Service on a day which is not one of the Employer's scheduled work days only if you were in Active Service on the preceding scheduled work day.

Annual Compensation
Annual Compensation means an Employee's annual wage or salary as reported by the Employer for work performed for the Employer as of the date the covered loss occurs. It includes earnings received as commissions, but not bonuses, overtime pay or other extra compensation.

Commissions will be averaged for the 12 months just prior to the date the covered loss occurs, or the months employed, if less than 12 months.
17 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Dependent Child
Your unmarried child if he or she meets the following requirements:

A child from live birth to 19 years old;

2. A child who is 19 or more years old but less than 26 years old, enrolled in a school as a full-time student and primarily supported by you;

3. A child who is 19 or more years old, primarily supported by you and incapable of self-sustaining employment by reason of mental or physical handicap.

The term "child" means a child born to or legally adopted by you. It includes a child during any waiting period prior to the finalization of the child's adoption. It also means a stepchild, including a Domestic Partner's child, living with and financially dependent upon you.

Employee
For eligibility purposes, you are an Employee if you work for the Employer and are in one of the "Classes of Eligible Employees." Otherwise, you are an Employee if you are an employee of the Employer who is insured under the Policy.

Employer
The Employer who has subscribed to the Policyholder and for the benefit of whose Employees this policy has been issued. The Employer, named as the Subscriber on the front of this Policy, includes any affiliates or subsidiaries covered under the Policy. The Employer is acting as your agent for transactions relating to this insurance. You shall not consider any actions of the Employer as actions of the Insurance Full-time
Full-time means the number of hours set by the Employer as a regular work day for Employees in your eligibility class.

Injury
Any accidental loss or bodily harm that results directly and independently from all other causes from an Accident.

Insurability Requirement
An eligible person satisfies the Insurability Requirement for an amount of coverage on the day we agree in writing to accept you as insured for that amount. To determine a person's acceptability for coverage, we will require you to provide evidence of good health and may require it be provided at your expense.

Insurance Company
The Insurance Company underwriting the Policy is named on your certificate cover page. References to the Insurance Company have been changed to "we", "our", "ours", and "us" throughout the certificate.

Insured
You are an Insured if you are eligible for insurance under the Policy, insurance is elected for you, the required premium is paid and your coverage is in force under the Policy. 18 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Life Status Change
A Life Status Change is an event recognized by the Employer's Flexible Benefits Plan as qualifying you to make changes in benefit selections at a time other than an Annual Enrollment Period.

If the Employer does not sponsor a Flexible Benefits Plan or if it is no longer in effect, the following events are Life Status Changes.

Marriage

2. Divorce, annulment or legal separation

3. Birth or adoption of a child

4. Death of your spouse

5. Termination of your spouse's employment

6. A change in the benefit plan available to your spouse

7. A change in employment status for you or your spouse that affects your eligibility for benefits Physician means a licensed doctor practicing within the scope of his or her license and rendering care and treatment to an Insured that is appropriate for the condition and locality. The term does not include you, your spouse, your immediate family (including parents, children, siblings, or spouses of any of the foregoing, whether the relationship derives from blood or marriage), or a person living in your household.

The Prior Plan refers to the plan of insurance providing similar benefits to you sponsored by the Employer and in effect directly prior to the Policy Effective Date.

Sickness
The term Sickness means a physical or mental illness.

Spouse
Your current lawful spouse.

Subscriber
Any participating organization that subscribes to the trust to which this Policy is issued, and which is insured under this Policy.

TL-004708
19 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

AMENDATORY RIDER

DOMESTIC PARTNER/CIVIL UNION PARTNER COVERAGE
Policy No. FLX-962659
Effective Date: January 1, 2009
This rider amends the Policy and Certificate to which it is attached. It is effective on the Effective Date shown above, and expires when the Policy expires.

Domestic Partner/Civil Union Partner means any of the following:

1. A person with whom the Employee or Former Employee has a registered civil union or domestic either the Employee or Former Employee or the Domestic Partner/Civil Union Partner marries another person.

2. A person meeting all of the following requirements, with respect to an Employee or Former Employee:
a. Shares a permanent residence with the Employee or Former Employee; b. Has resided with the Employee or Former Employee for at least 6 months and is expected to continue to reside with the Employee or Former Employee indefinitely; c. Has not been legally married to any other person within the previous six months, and has no Domestic Partner other than the Employee or Former Employee during the previous six months, and is the Employee's or Former Employee's sole Domestic Partner; d. Has signed a Domestic Partner declaration with the Employee or Former Employee, if the Employee or Former Employee resides in a jurisdiction which provides for Domestic Partner declarations;
e. Has not signed a Domestic Partner declaration with any other person within the last 6 months; f. Is interdependent with the Employee or Former Employee in three or more of the following ways:

1. Both partners are registered under any municipal ordinance as domestic partners.

2. Both partners are jointly parties to a lease, mortgage or deed.

3. Both partners jointly own one or more motor vehicles.

4. Both partners jointly own one or more bank or credit accounts.

5. The Employee or Former Employee has named the Domestic Partner as attorney-in-fact under a durable power of attorney with authority over health care decisions.

6. The Employee or Former Employee has designated the Domestic Partner as beneficiary under a retirement plan or a life insurance policy.

7. The Employee or Former Employee has designated the Domestic Partner as beneficiary of the Employee's or Former Employee's will.

8. Each partner has agreed in writing to assume the financial responsibility for the welfare of the other.

Is not so closely related by blood to the Employee or Former Employee as to prohibit legal marriage in their state of residence;
h. Is no less than 18 years of age.

The Employee or Former Employee and Domestic Partner must furnish the Employer and Insurance Company with a signed declaration that the above requirements are met, at the time of enrollment. 20 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E All references in the policy to "Spouse" shall be changed to read "Spouse, Domestic Partner, and Civil Union Partner except as follows:

1. The definition of "Spouse" remains unchanged.

2. For purposes of any provision of the policy providing for payment of benefits to relatives of the Employee or Former Employee, a Domestic Partner/Civil Union Partner shall be included only if:
a. the Domestic Partner/Civil Union Partner meets the requirements of the definition of Domestic Partner/Civil Union Partner referenced in item 1; or
b. the Employee or Former Employee and Domestic Partner have furnished the Employer or the Insurance Company with a signed statement affirming that the requirements referenced in item 2 within the definition of Domestic Partner are met.

3. A Domestic Partner/Civil Union Partner shall be deemed eligible to be enrolled for insurance on the latest of:
a. the date of registration under Item 1 of the definition of Domestic Partner/Civil Union Partner; b. the date that the Employee or Former Employee is eligible for insurance under the Policy; c. the effective date of this Amendment to the Policy.

4. A child of a Domestic Partner/Civil Union Partner may only be eligible to be insured if:
a. the child is primarily dependent on the Employee for financial support; or b. the Employee has a legal obligation of support of the child; or c. the Employee is the child's legal guardian.

Except for the above this rider does not change the Policy or Certificate to which it is attached.

LIFE INSURANCE COMPANY OF NORTH AMERICA
Scott Balin
Scott Berlin, President
TL-007153
21 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

LIFE INSURANCE COMPANY OF NORTH AMERICA
1601 CHESTNUT STREET
PHILADELPHIA, PA 19192-2235

STATE MODIFYING PROVISIONS AMENDMENT RIDER
Subscriber: City of Palo Alto
Policy No. FLX-962659
Amendment Effective Date: January 1, 2009
This amendment is attached to and made part of the Policy/Certificate specified above. Its provisions are intended to conform this Policy/Certificate to the laws of the state in which the insured resides.

The Policy delivered under the Group Policy are amended as follows:

APPLICABLE TO CALIFORNIA RESIDENTS:

1. Conversion Privilege for Life Insurance
Insured Employees and Insured Spouses may convert to an individual policy of life insurance for an amount not greater than the Conversion Amount shown below when the Policy ends, without regard to any requirement that the person be insured under the policy for a specified period of time, if all of the following apply.
a. The Insured became Totally Disabled while covered for the Life Benefit of the Policy.

Totally Disabled means the person is unable to perform all the material duties of any occupation for which he or she may reasonably be qualified based on training, education and experience.
b. The Insured remained Totally Disabled until the Policy ended while covered for the Life Benefit of this Policy.

C. The Policy does not provide a Waiver of Premium, Extended Death Benefit Provision or monthly payments to Totally Disabled Insureds for the Life Benefit. d. The person meets all other conditions for converting the insurance.

Conversion Amount - Insured's life insurance amount under the Policy on the date the Policy ends minus the amount for which the Insured is insured under a group policy that provides life coverage to employees of the Insured Employee's Employer covered under this Policy. The dollar limit that applies to the amount for conversion at Policy termination does not apply.

The requirement that the Insured be covered under the Policy for the stated number of years in order to convert life insurance does not apply.
22 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E APPLICABLE TO MISSOURI RESIDENTS:

Applicable to Voluntary Life Insurance Benefits
If an Insured commits suicide, while sane or insane, within 1 year from the date his or her insurance under the Policy becomes effective, Voluntary Life Insurance Benefits will be limited to a refund of the premiums paid on the Insured's behalf. The suicide exclusion applies from the effective date of any additional benefits or increases in Life Insurance Benefits.

Except for any amount of benefits in excess of the Prior Plan's benefits, this exclusion will not apply to any person covered under the Prior Plan for more than one year. If a person was not insured for one year under the Prior Plan, credit will be given for the time he or she was insured.

If a Dependent Child commits suicide and is survived by other Dependent Children covered under the same certificate, no refund of premiums will be paid.

APPLICABLE TO NORTH DAKOTA RESIDENTS:

The Suicide exclusion, if any, is limited to one year from the effective date of insurance. The suicide exclusion with respect to any increase in death benefits which results from an application of the insured subsequent to the effective date, if any, is limited to one year from the effective date of the increase.

Signed for the
Life Insurance Company of North America
Sot Bali
Scott Berlin, President
TI 00.3000 00
23 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E UNDERWRITTEN BY:

LIFE INSURANCE COMPANY OF NORTH AMERICA
a New York Life Insurance company
Class 1
12/2024
38AK GROUP BENEFIT

SOLUTIONS
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E EXHIBIT A-2

VOLUNTARY LIFE INSURANCE POLICY
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Life Insurance Company of North America
1601 Chestnut Street
Philadelphia, Pennsylvania 19192-2235

AMENDMENT
Policyholder: Trustee of the Group Insurance Trust for Employers in the Public Administration Industry Subscriber: City of Palo Alto Policy No.: OK - 964302
This Amendment is attached to and made part of the Policy specified above. It is subject to all of the policy provisions that do not conflict with its provisions.

Subscriber and We hereby agree that the Policy is amended as follows:

Effective January 1, 2025, the following rates will remain in force for Classes 1, 2 and 3 for coverage under the Policy:

Premium Rate: Basic Insurance
Employee Rate: $0.015 per $1,000
Voluntary Insurance
Employee Rate: $0.02 per $1,000
No change in rates will be made until 36 months after the effective date of this Amendment. However, the Company reserves the right to change the rates at any time during a period for which the rates are guaranteed if the conditions described in the Changes in Premium Rates provision under the Administrative Provisions section of the Policy apply.

Except for the above, this Amendment does not change the Policy in any way.

Life Insurance Company of North America
Sott Balin
Scott Berlin, President
Date: October 29, 2024
Amendment No. 05a
GA-00-4000.00
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E EXHIBIT "A-2"

BASIC & VOLUNTARY AD&D LIFE INSURANCE POLICY

CALIFORNIA LIFE AND HEALTH INSURANCE

GUARANTY ASSOCIATION ACT

SUMMARY DOCUMENT AND DISCLAIMER
Residents of California who purchase life and health insurance and annuities should know that the insurance companies licensed in this state to write these types of insurance are members of the California Life and Health Insurance Guaranty Association. The purpose of this Association is to assure that policyholders will be protected, within limits, in the unlikely event that a member insurer becomes financially unable to meet its obligations. If this should happen, the Association will assess its other member insurance companies for the money to pay the laims of insured persons who live in this state and, in some cases, to keep coverage in force. The valuable exti rotection provided through the Association is not unlimited, as noted in the box below, and is not a substitute fi consumers' care in selecting well managed and financially stable insurers. he California Life and Health Insurance Guaranty Association may not provide coverage for th surance. If coverage is provided, it may be subject to substantial limitations or exclusions, an require continued residency in the state. You should not rely on coverage by the Association in selecting an insurance company or in selecting an insurance policy.

Coverage is NOT provided for your insurance or any portion of it that is not guaranteed by the Insurer or for which you have assumed the risk, such as a variable contract sold by prospectus. insurance companies or their agents are required by law to give or send you this notice. However nsurance companies and their agents are prohibited by law from using the existence of the Association to induce you to purchase any kind of insurance policy.

If you have additional questions, you should first contact your insurer or agent and then may contact:

California Life and Health OR Consumer Service Division Insurance Guaranty Association California Department of Insurance P.O. Box 16860 300 South Spring Street
Beverly Hills, CA 90209 Los Angeles, CA 90013
Below is a brief summary of this law's coverages, exclusions and limits. This summary does not cover all provisions of the law; nor does it in any way change anyone's rights or obligations under the Act or the rights or obligations of the Association.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

COVERAGE
Generally, individuals will be protected by the California Life and Health Insurance Guaranty Association if they live in this state and hold a life or health insurance contract, or an annuity, or if they are insured under a group insurance contract, issued by a member insurer. The beneficiaries, payees or assignees of insured persons are protected as well, even if they live in another state.

EXCLUSIONS FROM COVERAGE
However, persons holding such policies are not protected by this Association if:
• their insurer was not authorized to do business in this state when it issued the policy or contract; • their policy was issued by a health care service plan (HMO), Blue Cross, Blue Shield, a charitable organization, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment company, an insurance exchange, or a grants and annuities society;
• they are eligible for protection under the laws of another state. This may occur when the insolvent insurer was incorporated in another state whose Guaranty Association protects insureds who live outside that state.

The Association also does not provide coverage for:
• unallocated annuity contracts; that is, contracts which are not issued to and owned by an individual and which guarantee rights to group contract holders, not individuals; • employer and association plans to the extent they are self-funded or uninsured; • synthetic guaranteed interest contracts;
• any policy or portion of a policy which is not guaranteed by the insurer or for which the individual has assumed the risk, such as a variable contract sold by prospectus; • any policy of reinsurance unless an assumption certificate was issued; • interest rate yields that exceed an average rate; and • any portion of a contract that provides dividends or experience rating credits.

LIMITS ON AMOUNT OF COVERAGE
The Act limits the Association to pay benefits as follows:

Life and Annuity Benefits
• 80% of what the life insurance company would owe under a life policy or annuity contract up to • $100,000 in cash surrender values;
• $100,000 in present value of annuities; or
$250,000 in life insurance death benefits.
• A maximum of $250,000 for any one insured life no matter how many policies and contracts there were with the same company, even if the policies provided different types of coverages.

Health Benefits
• A maximum of $200,000 of the contractual obligations that the health insurance company would owe were it not insolvent. The maximum may increase or decrease annually based upon changes in the health care cost component of the consumer price index.

PREMIUM SURCHARGE
Member insurers are required to recoup assessments paid to the Association by way of a surcharge on premiums charged for health insurance policies to which the act applies.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Life Insurance Company of North America
1601 Chestnut Street, Philadelphia, Pennsylvania 19192-2235 A Stock Insurance Company

GROUP ACCIDENT POLICY
POLICYHOLDER: Trustee of the Group Insurance Trust for
Employers in the Public Administration
Industry
POLICY NUMBER: OK 964302
POLICY EFFECTIVE DATE: January 1
POLICY ANNIVERSARY DATE: January 1
STATE OF ISSUE: Dela wa re
This Policy describes the terms and conditions of insurance. This Policy goes into effect subject to its applicable terms and conditions at 12:01 AM on the Policy Effective Date shown above at the Policyholder's address. The laws of the State of Issue shown above govern this Policy.

We and the Policyholder agree to all of the terms of this Policy.

THIS IS A GROUP ACCIDENT ONLY INSURANCE POLICY.

IT DOESNOT PAY BENEFITS FOR LOSS CAUSED BY SICKNESS.

THIS IS A LIMITED POLICY.

PLEASE READIT CAREFULLY.

Debauch Young
Deborah Young, Corporate Secretary Karen S. Rohan, President Countersigned
Where Required By Law
GA-00-1000.00
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

TABLE OF CONTENTS

SECTION PAGE NUMBER
SCHEDULE OF AFFILIATES 1
SCHEDULE OF BENEFITS 2
GENERAL DEFINITIONS 15
ELIGIBILITY AND EFFECTIVE DATE PROVISIONS 18
COMMON EXCLUSIONS 19
CONVERSION PRIVILEGE 20
CLAIM PROVISIONS 22
ADMINISTRATIVE PROVISIONS 24
GENERAL PROVISIONS 25
ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGE 27
EXPOSURE AND DISAPPEARANCE COVERAGE 28
CHILD CARE CENTER BENEFIT 28
COMMON CARRIER BENEFIT 29
FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT 29
SEATBELT AND AIRBAG BENEFIT 30
SPECIAL EDUCATION BENEFIT 30
SPOUSE RETRAINING BENEFIT 32
GA-00-1000.00
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

SCHEDULE OF AFFILIATES
The following affiliates are covered under this Policy on the effective dates listed below.

AFFILIATE NAME LOCATION EFFECTIVE DATE
None
GA-00-1000.00
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

SCHEDULE OF BENEFITS
This colice is inentere beread in is aines, the pero understand all the conditions, exclusions and limitations he Schedule of Benefits provides a briefoutlineof the coverage and benefits provided by this Policy. Please rea le Description of Coverages and Benefits Section for full detail Subscriber: City of Palo Alto
Effective Date of Subscriber Participation: January 1,2009 Covered Classes:

Class 1 All active, full-time Employees of the Employer, regularly workinga minimum of20 hours per week excluding Employees who are classified as Management.

Class 2 All active, full-time Employees of the Employer, regularly working a minimum of 20 hours per week who are classified as Management.

Class 3 All active, Full-time Employees of the Employer as defined under the prior carrierpolicy number 643835, andon file with the Insurance Company, and who are regularly workinga minimum of 20 hours per week. (Closed Class)
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E SCHEDULE OF BENEFITS FOR CLASS 1
Covered Loss unless otherwise specified.

Eligibility Waiting Period
The Eligibility Waiting Period is the period of timethe Employee must be in a Covered Class to be eligible for coverage.

For Employees hired on or before the Policy Effective Date: No Waiting Perio For Employees hired after the Policy Effective Date: No Waiting Perioc Time Period for Loss:

Any Covered Loss must occur within: 365 days of the Covered Accident Maximum Age for Insurance: None

BASIC ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS
Employee Principal Sum: 1 times Annual Compensation rouinded to the nexthigher $ 1,000 if not already a multiple thereof, subject to a maximumof S325,000.
hanges in the Covered Person's amount of insuranceresulting from a change in the emplovee's amount ‹ nnual Compensation takeeffect, subjectto any Active Service requirement, on the first dav ofthemon following the change in Annual Compensation.

SCHEDULE OF COVERED LOSSES
Covered Loss Benefit
Loss of Life 100% of the PrincipalSum
Loss of Two or More Hands or Feet
Loss of Sight of Both Eyes
Loss of One Hand or One Foot and Sight in One Eye
Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the PrincipalSun
Paraplegia 75% of the Principal Sum
Hemiplegia 0% of the Principal Su1
5% of the Principal Sur
Ciplegia
Monthly Benefit 1% of the Principal Sum
Number of Monthly Benefits 11
Lump Sum Benefit 100% of the Principal Sum
When Payable Beginning of the 12"month
Loss of One Hand or Foot 50% of the Principal Sum
Loss of Sight in One Eye 50% of the Principal Sum
Loss of Speech 50% of the PrincipalSum
Loss of Hearing (in both ears) 50% of the PrincipalSum
Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum 3 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E A Pered Fierson's Principal Sum will be reducedto the percentage ofhis Principal Sum in effect on the date preceding the first reduction, as shown below.

Percentage of Benefit Amount
70 but less than 75

ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Deathand Dismemberment benefits are provided under the following coverages. Any benefits payable under them are as shown in the Schedule of Covered Losses and are not paid in addition to any other Accidental Death and Dismemberment benefits.

EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied bythe percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses.

ADDITIONAL ACCIDENT BENEFITS
Death and sismeble merth beneditional Accident Benefits shown below are paid in additionto any other Accidental

CHILD CARE CENTER BENEFIT
Benefit Amount $5,000
Maximum Benefit Period the earlier of 4 years or until the child turns 13 for each surviving Dependent Child
COMMON CARRIER BENEFIT 100% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of$200,000

FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT
Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the PrincipalSum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000
Hospital Stay Benefit $100 per day
Maximum Benefit Period 365 days per Hospital Stay per Covered Accident

SEATBELT AND AIRBAG BENEFIT
Seatbelt Benefit $10,000
Airbag Benefit $5,000
Default Benefit $1,000

SPECIAL EDUCATION BENEFIT
Surviving Dependent Child Benefit $5,000
Maximum Number of AnnualPayments
For Each Surviving Dependent Child $1.000
Default Benefit

SPOUSE RETRAINING BENEFIT
Benefit $5,000
4 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS
Employee Principal Sum: oluntary Benefits match the Voluntary Life Benefits und olicy number FLX 962659. Only Employees covered for th
Voluntary Life can elect Voluntary AD&D
hanges in the Covered Person's amount of insurance resulting from a change in the Employce s amount nnual Compensation take effect. subjectto any Active Service requirement, on the first day of the mon' following the change in Annual Compensation.

SCHEDULE OF COVERED LOSSES
Covered Loss Benefit
Loss of Life
Loss of Two or More Hands or Feet
Loss of Sight of Both Eyes
Loss of One Hand or One Foot and Sight in One Eye
Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the PrincipalSum
Paraplegia 75% of the Principal Sum
Hem iplegia 50% of the Principal Sum
Uniplegia 25% of the Principal Sum
Coma
Monthly Benefit 1% of the Principal Sum
Number of Monthly Benefits 11
Lump Sum Benefit 100% of the Principal Sum
When Payable Beginning of the 12 month
Loss of One Hand or Foot 50% of the Principal Sum
Loss of Sight in One Eye 50% of the Principal Sum
Loss of Speech 50% of the Principal Sum
Loss of Hearing (in both ears) 50% of the PrincipalSum
Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum A Covered Person's Principal Sum will be reducedto the percentage ofhis Principal Sum in effect on the date preceding the first reduction, as shown below.

Percentage of Benefit Amount
70 but less than 75

EXPOSURE AND DISAPPEARANCE COVERAGE rincipal Sum multiplied by the percentage applicable to th overed Loss, as shown in the Schedule of Covered Losse. 5 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

ADDITIONAL ACCIDENT BENEFITS
ny benefits payable underthese Additional Accident Benefits shown beloware paid in additionto any other Accident eath and Dismemberment benefits payable

FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT
Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000
Hospital Stay Benefit
Maximum Benefit Period 365 days per Hospital Stay per Covered Accident

SEATBELT AND AIRBAG BENEFIT
Seatbelt Benefit $10,000
Airbag Benefit $5,000
Default Benefit $1,000

SPECIAL EDUCATION BENEFIT
Surviving Dependent Child Benefit $5,000
Maximum Number of AnnualPayments
For Each Surviving Dependent Child
Default Benefit 51.000

SPOUSE RETRAINING BENEFIT
Benefit $5,000

INITIAL PREMIUM RATES
Premium Rate: Basic Insurance
Employee Rate: $0.02 per $1,00
oluntary Insuranc
mployee Rate: $0.02 per $1,00
Mode of Premium Payment: Monthly
Contributions: The cost of the coverage is paid by the Subscriber and the Employee Premium Due Dates: The Policy Effective Date and the first day of each succeeding modal period
Premium rates are subject to change in accordance with the Changes in Premium Rates section contained in the Administrative Provisions section ofth is Policy.

GA-00-1100.00
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E SCHEDULE OF BENEFITS FOR CLASS 2
Covered Loss unless otherwise specified.

Eligibility Waiting Period
The Eligibility Waiting Period is the period of timethe Employee must be in a Covered Class to be eligible for coverage.

For Employees hired on or before the Policy Effective Date: No Waiting Perio For Employees hired after the Policy Effective Date: No Waiting Perioc Time Period for Loss:

Any Covered Loss must occur within: 365 days of the Covered Accident Maximum Age for Insurance: None

BASIC ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS
Employee Principal Sum: 1 times Annual Compensation rouinded to the nexthigher $ 1,000 if not already a multiple thereof, subject to a maximumof S325,000.
hanges in the Covered Person's amount of insuranceresulting from a change in the Emplovee's amount c nnual Compensation take effect, subjectto any Active Service requirement, on the first day ofthe mont following the change in Annual Compensation.

SCHEDULE OF COVERED LOSSES
Covered Loss Benefit
Loss of Life 100% of the PrincipalSum
Loss of Two or More Hands or Feet
Loss of Sight of Both Eyes
Loss of One Hand or One Foot and Sight in One Eye
Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the Principal Sum
Paraplegia 75% of the Principal Sum
Hemiplegia 0% of the PrincipalSu
5% of the PrincipalSu
Monthly Benefit 1% of the Principal Sum
Number of Monthly Benefits 11
Lump Sum Benefit 100% of the Principal Sum
When Payable Beginning of the 12" month
Loss of One Hand or Foot 50% of the Principal Sum
Loss of Sight in One Eye 50% of the Principal Sum
Loss of Speech 50% of the PrincipalSum
Loss of Hearing (in both ears) 50% of the Principal Sum Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum 7 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E A Pered Fierson's Principal Sum will be reducedto the percentage ofhis Principal Sum in effect on the date preceding the first reduction, as shown below.

Percentage of Benefit Amount
70 but less than 75

EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses.

ADDITIONAL ACCIDENT BENEFITS
ly benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accident ath and Dismemberment benefits pavabl

SEATBELT AND AIRBAG BENEFIT
Seatbelt Benefit $10,000
Airbag Benefit $5,000
Default Benefit $1,000

SPECIAL EDUCATION BENEFIT
Surviving Dependent Child Benefit $5,000
Maximum Number of AnnualPayments
For Each Surviving Dependent Child $1.000
Default Benefit

SPOUSE RETRAINING BENEFIT
Benefit $5,000
8 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS
Employee Principal Sum:

Voluntary Life can elect Voluntary AD&D
hanges in the Covered Person's amount of insurance resulting from a change in the Employees amount c nnual Compensation take effect. subjectto any Active Service requirement, on the first day of the mon' following the change in Annual Compensation.

SCHEDULE OF COVERED LOSSES
Covered Loss Benefit
Loss of Life
Loss of Two or More Hands or Feet
Loss of Sight of Both Eyes
Loss of One Hand or One Foot and Sight in One Eye
Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the PrincipalSum
Paraplegia 75% of the Principal Sum
Hem iplegia 50% of the Principal Sum
Uniplegia 25% of the Principal Sum
Coma
Monthly Benefit 1% of the Principal Sum
Number of Monthly Benefits 11
Lump Sum Benefit 100% of the Principal Sum
When Payable Beginning of the 12 month
Loss of One Hand or Foot 50% of the Principal Sum
Loss of Sight in One Eye 50% of the Principal Sum
Loss of Speech 50% of the Principal Sum
Loss of Hearing (in both ears) 50% of the PrincipalSum
Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum Age Reductions
A Covered Person's Principal Sum will be reducedto the percentage ofhis Principal Sum in effect on the date preceding the first reduction, as shown below.

Percentage of Benefit Amount
70 but less than 75

EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses. 9 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

ADDITIONAL ACCIDENT BENEFITS
ny benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accident eath and Dismemberment benefits payable

FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT
Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000
Hospital Stay Benefit
Maximum Benefit Period 365 days per Hospital Stay per Covered Accident

SEATBELT AND AIRBAG BENEFIT
Seatbelt Benefit $10,000
Airbag Benefit $5,000
Default Benefit $1,000

SPECIAL EDUCATION BENEFIT
Surviving Dependent Child Benefit $5,000
Maximum Number of AnnualPayments
For Each Surviving Dependent Child
Default Benefit 51,000

SPOUSE RETRAINING BENEFIT
Benefit $5,000

INITIAL PREMIUM RATES
Premium Rate: Basic Insurance
Employee Rate: $0.02 per $1,000
Yalunar late: 50.02 per 1,000
Mode of Premium Payment: Monthly
Contributions: The cost of the coverage is paid by the Subscriber and the Employee Premium Due Dates: The Policy Effective Date and the first day of each succeeding modal period
Premium rates are subject to change in accordance with the Changes in Premium Rates section contained in the Administrative Provisions section ofthis Policy.

GA-00-1100.00
10 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E SCHEDULE OF BENEFITS FOR CLASS 3
Covered Loss unless otherwise specified.

Eligibility Waiting Period
The Eligibility Waiting Period is the period of timethe Employee must be in a Covered Class to be eligible for coverage.

For Employees hired on or before the Policy Effective Date: No Waiting Perio For Employees hired after the Policy Effective Date: No Waiting Perioc Time Period for Loss:

Any Covered Loss must occur within: 365 days of the Covered Accident Maximum Age for Insurance: None

BASIC ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS
Employee Principal Sum: 1 times Annual Compensation rouinded to the nexthigher $ 1,000 if not already a multiple thereof, subject to a maximumof S325,000.
hanges in the Covered Person's amount of insuranceresulting from a change in the Emplovee's amount c nnual Compensation takeeffect, subjectto any Active Service requirement, on the first dav ofthe mont following the change in Annual Compensation.

SCHEDULE OF COVERED LOSSES
Covered Loss Benefit
Loss of Life 100% of the PrincipalSum
Loss of Two or More Hands or Feet
Loss of Sight of Both Eyes
Loss of One Hand or One Foot and Sight in One Eye
Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the Principal Sum
Paraplegia 75% of the Principal Sum
Hemiplegia 0% of the PrincipalSu
5% of the PrincipalSu
Coiplegia
Monthly Benefit 1% of the Principal Sum
Number of Monthly Benefits 11
Lump Sum Benefit 100% of the Principal Sum
When Payable Beginning of the 12"month
Loss of One Hand or Foot 50% of the Principal Sum
Loss of Sight in One Eye 50% of the Principal Sum
Loss of Speech 50% of the PrincipalSum
Loss of Hearing (in both ears) 50% of the Principal Sum Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum 11 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E A Pered Fierson's Principal Sum will be reducedto the percentage ofhis Principal Sum in effect on the date preceding the first reduction, as shown below.

Percentage of Benefit Amount
70 but less than 75 65%
75 and over 50%

EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses.

ADDITIONAL ACCIDENT BENEFITS
ly benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accident ath and Dismemberment benefits pavabl

SEATBELT AND AIRBAG BENEFIT
Seatbelt Benefit $10,000
Airbag Benefit $5,000
Default Benefit $1,000

SPECIAL EDUCATION BENEFIT
Surviving Dependent Child Benefit $5,000
Maximum Number of AnnualPayments
For Each Surviving Dependent Child $1.000
Default Benefit

SPOUSE RETRAINING BENEFIT
Benefit $5,000
12 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS
Employee Principal Sum:

Percentage of Benefit Amount
70 but less than 75

EXPOSURE AND DISAPPEARANCE COVERAGE rincipal Sum multiplied by the percentage applicable to th overed Loss, as shown in the Schedule of Covered Losse. 13 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

ADDITIONAL ACCIDENT BENEFITS
ny benefits payable under these Additional Accident Benefits shown below are paid in additionto any other Accident eath and Dismemberment benefits payable

FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT
Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000
Hospital Stay Benefit
Maximum Benefit Period 365 days per Hospital Stay per Covered Accident

SEATBELT AND AIRBAG BENEFIT
Seatbelt Benefit $10,000
Airbag Benefit $5,000
Default Benefit $1,000

SPECIAL EDUCATION BENEFIT
Surviving Dependent Child Benefit $5,000
Maximum Number of AnnualPayments
For Each Surviving Dependent Child
Default Benefit 51.000

SPOUSE RETRAINING BENEFIT
Benefit $5,000

GA-00-1100.00
14 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

GENERAL DEFINITIONS
ease note that certain words used in this Policy ha vespecific meanings. The words defined below and capita lized with le text of this Policy have the meanings set forth belo Active Service An Employee will be considered in Active Service with his employer on any day

1. oneofthe Employer's scheduled work days on which the Employee is performing his regular duties on a full-time basis, either at one of the Employer's usual places of business or at some other location to which the Employer's business requires the Employee to tra vel;

2. a scheduled holiday, vacation day orperiod of Employer-approved paid leave of absence, other than sick leave, only if the Employee was in Active Service on the preceding scheduled workday.

Age A Covered Person's Age, for purposes of initial premium calculations, ishis Age attained on the date coverage becomes effective for him under this Policy.

Thereafter, it is his Age attained on his last birthday.

Aircraft A vehicle which:

1. has a valid certificate of airworthiness; and

2. is being flown by a pilot with a valid license to operate the Aircraft.

Annual Compensation
Covered Accident A sudden, un foreseeable, externalevent that results, directly and independently of all other causes, in a Covered Injury or Covered Loss and meets allof the following conditions:

1. occurs while the Covered Person is insured under thisPolicy;

2. is not contributed to by disease, Sickness, mental or bodily in firmity;

3. is not otherwise excluded under the terms of thisPolicy.

Covered Injury Any bodily harm that results directly and independently of all other causes from a Covered Accident.

Covered Loss A loss that is all of the following:

1. the result, directly and independently o fallother causes, of a Covered Accident;

2. one of the Covered Losses specified in the Schedule of Covered Losses;

3. sufferedby the Covered Person within the applicable time period specified in the Schedule of Benefits.

Covered Person An eligible person, as defined in the Schedule of Benefits, for whom an enrollment form has been accepted by Us and required premium has been paid when due and for whom coverage under this Policy remains in force.

Employee For eligibility purposes, an Employee ofthe Employer who is in oneof the Covered Classes.

Employer The Subscriber and any affiliates, subsidiaries or divisions shown in the Schedule of Covered Affiliates and which are covered under this Policy on the date of issue or subsequently agreed to by Us.

He, His, Him Refers to any individual, male orfemale.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Hospital An institution that meets all of the following:

1. it is licensed as a Hospital pursuant to applicable law;

2. it is primarily and continuously engaged in providing medical care and treatment to sick and injured persons;

3. it is managed under the supervision of a staff of medicaldoctors;

4. it provides 24-hour nursing services by or under the supervision of a graduate registered nurse (R.N.);

5. it has medical, dia gnostic and treatment facilities, with major surgical facilities on its premises, or available on a prearrangedbasis:

6. it charges for its services.

The term Hospital does not include a clinic, facility, or unit of a Hospital for:

1. rehabilitation, convalescent, custodial, educational ornursing care;

2. the aged, drug addicts oralcoholics;

3. a Veteran's Administration Hospital or Federal Government Hospital unless the Covered Person incurs an expense.

Inpatient A Covered Person who is confined forat least one full day's Hospitalroom and board. The requirement that a person be charged for room and board does not pply to confinement in a Veteran's Administration Hospital or Federa jovernment Hospitaland in such case, the term 'Inpatient' shall mean a Covered Person who is required to be confined for a period of at least a full day as determined by the Hospital
Nurse A licensed graduate Registered Nurse (R.N.), a licensed practical Nurse (L.P.N.) or a licensed vocational Nurse (L.V.N.) and who isnot:

1. employed or retained by the Subscriber:

2. living in the Covered Person's household; or

3. a parent, sibling, spouse or child of the Covered Person.

Outpatient A Covered Person who receivestreatment, services and supplies while notan Inpatient in a Hospital.

Prior Plan The plan of insurance providing sim ilar benefits, sponsored by the Employer in effect immediately prior to this Policy's Effective Date.

Physician A licensed health care provider practicing with in the scopeof his license and rendering care and treatmentto a Covered Person that is appropriate for the condition and locality and who is not

1. employed or retained by the Subscriber:

2. living in the Covered Person's household

3. a parent, sibling, spouse or child of the Covered Person Sickness A physical or mentalillness.

Subscriber iny participating organization that subscribesto thetrust which this Policy is Terrorist Act Any hostile or violent act carried out by a group of persons having political or military goals but notoperating on behalf of a foreign state and whose purpose is to compel an act or omission by any other person or governmental entity. 16 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Totally Disabled or Totally Disabled or Total Disability meanseither:

Total Disability 1. inability of the Covered Person who is currently employed to do any typeof work forwhich he is ormay become qualified by reason ofeducation, training or experience; or

2. inability of the Covered Person who is not currently employed to perform all of the activities of daily living including eating, transferring, dressing, toileting, bathing, and continence, without human supervision or assistance.

We, Us, Our Life Insurance Company of North America.

GA-00-1200.00
17 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

ELIGIBILITY AND EFFECTIVE DATE PROVISIONS
Subscriber Effective Date
Accident Insurance Benefits become effective for each Subscriber in consideration of the Subscriber's application.

Subscription Agreement and pavment of the initial premium when due. Insurance coverage for the Subscriber becomes effective on the Effective Date of Subscriber Participation.

Eligibility
An Employee becomes eligible for insurance under this Policy on the date he meets all of the requirements of one of the Covered Classes and completes any Eligibility Waiting Period, as shown in the Schedule of Benefits.

Effective Date for Individuals
Basic Accidental Death and Dismemberment Benefits
Insurance becomes effective foran eligible Employee, subjectto the Deferred Effective Date provision below, on the latest of the following dates:
the effective date of this Policy;
the date the Employee becomeseligible.

Voluntary Accidental Death and Dismemberment Benefits
Insurance becomes effective for an eligible Employee who applies and agrees to make required contributions within 31 days of eligibility, and subjectto the Deferred Effective Date provision below, on the latest of the following dates:

1. the effective date of this Policy;

2. the date the Employee becomes eligible;

3. the date We receivethe Employee's completed enrollment form and the required first premium, during his lifetime.

DEFERRED EFFECTIVE DATE
Active Service
The effective date of insurance will be deferred for any Employee who is not in Active Service on the date coverage would otherwise become effective. Coverage will becomeeffective on the later of the date he returns to Active Service and the date coverage would otherwise have become effective.

Effective Date of Changes
Any increase or decrease in the amount of insurance for the Covered Person resulting from:
a change in benefits provided by this Policy; or
a change in the Emplovee's Covered Class will takeeffect on the date of such change Increases will take effect subject to any Active Service requirement.

TERMINATION OF INSURANCE
The insurance on a Covered Person will end on the earliest date below:
the date this Policy or insurance for a Covered Class is terminated; the next premium due date a fter the date the Covered Person is no longer in a Covered Classor satisfies eligibility requirements under this Policy;
the last day of the last period for which premium ispaid; the next premium due date after the Covered Person attains the maximum Age for insurance under this Policy.

Termination will not affect a claim fora Covered Loss or Covered Injury that is the result, directly and independently of all other causes, of a Covered Accident that occurs while coverage was in effect.

Continuation for Layoff, Leave of Absence or Family Medical Leave Insurance foran Employee may be continued until the earliest of the following dates if: (a) an Employee is on a temporary layoff, an Employer-approved leave of absence or an Employer-approved family medical leave; and (b) required premium contributions are paid when due.
for a layoff: coverage continues through the end of the month in which the layoff begins; for an Employer-approved leave of absence: coverage continues through the end ofthe month in which the leave foran Employer-approved family medical leave: 12 weeks in a consecutive 12-month period.

GA-00-1300.00
18 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

COMMON EXCLUSIONS
In addition to any benefit-specific exclusions, benefits will not be paid forany Covered Injury or Covered Loss which, directly or indirectly, in whole or in part, is causedby orresults from any ofthe following unless coverage is specifically provided for by name in the Description of Benefits Section:

1. intentionally self-inflicted injury, suicide or any attempt thereat while sane or insane; commission or attempt to commit a felony or an assault;

3. commission of or active participation in a riot, insurrection or Terrorist Act;

4. bungee jumping; parachuting; skydiving; parasailing; hang-gliding;

5. declared or undeclared war or act of war;

6. flight in, boarding or alighting from an Aircraft or any craft designed to fly above the Earth's surface:
except as a passenger on a regularly scheduled commercia lairline; being flown by the Covered Person or in which the Covered Person is a member of the crew; crop dusting, spraying or seeding, giving and receiving flying instruction, fire fighting, sky writing, sky diving or hang-gliding, pipeline or power line inspection, aerial photography or exploration, racing, endurance tests, stunt or acrobatic flying; or any operation thatrequires a special permit from the FAA, even if it is granted (this does not apply if the permit is required only because of the territory flown over or landed on); designed for flight above or beyond the earth'satmosphere; an ultra-light or glider;
being used for the purpose of parachuting orskydiving;
being used by any military authority, exceptan Aircra fused by the Air Mobility Command or its foreign Sickness, disease, bodily or mental in firmity, bacterial or viral infection or medical or surgical treatment thereof, except for any bacterial infection resulting from an accidental external cut or wound or accidental ingestion of tra vel in any Aircraftowned, leased or controlled by the Subscriber, or any of its subsidiaries or affiliates. An Aircraft will be deemed to be "controlled" by the Subscriber if the Aircraft may be used as the Subscriber wishes for more than 10 straight days, or more than 15 days in any year; a Covered Accident that occurs while engaged in the activities of active duty service in the military, navy orair force of any country or international organization. Covered Accidents that occur while engaged in Reserve or National Guard training are not excluded until training extends beyond 31 days; operating any type of vehicle while under the in fluenceof alcohol orany drug, narcotic or other intoxicant includingany prescribed drug for which the Covered Person has been provided a written warning a ga inst operating a vehicle while ta king it. Under the influence of alcohol, for purposes of this exclusion, means intoxicated, as defined by the law of the state in which the Covered Accidentoccurred;

11. voluntary ingestion of any narcotic, drug, poison, gas or fumes, unless prescribed or taken under the direction of a Physician and taken in accordance with the prescribeddosage;

12. in addition, benefits will not be paid for services or treatment rendered bya Physician, Nurse orany other person who is:
a. employed or retained by the Subscriber;
b. providing homeopathic, aroma-therapeutic orherbal therapeutic services; living in the Covered Person's household;
a parent, sibling, spouse or child of the Covered Person.

GA-00-1403.00
19 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

CONVERSION PRIVILEGE

1. If the Covered Person's insurance or any portion of it ends for any of the followingreasons:
a. employment or membership ends;
b. eligibility ends (except for age for the Employee);
the Covered Person may have Us issue converted accident insurance on an individual policy oran individual certificate under a designated group policy. The Covered Person may apply for an amount of coverage that is:
a. in $1,000 increments;
b. not less than $25,000, regardless of the amount of insurance under the group policy; and c. not more than the amount of insurance he had under the group policy, except as provided above, up to a maximum amount of $250,000.

The Covered Person must be under age 70 to get a converted policy.

If the Covered Person's insurance orany portion of it ends for non-payment of premium, he may not convert. If the Covered Person's insurance ends for a reason described in 2. below, conversion is subject to that section.

The converted policy or certificate will coveraccidental death and dismemberment. The policy or certificate will not contain disability or other additional benefits. The Covered Person need not show Us that he is insurable.

If the Covered Person has converted his group coverage and later becomes insured under the same group plan as before, he may not convert a second time unless he provides, at his own expense, proof of insurability or proof the prior converted policy is no longer in force.

The Covered Person must apply for the individual policy within 31 days after his coverage under this Group Policy ends and pay the required premium, based on Ourtable of rates for such policies, his Age and class of risk. If the Covered Person has assigned ownership of his group coverage, the owner/assignee must apply for the individual policy.

If the Covered Person suffers a Covered Lossor dies during this 31-day periodas the result ofan accident that would have been coveredunder this Group Policy, We will pay as a claim under this Group Policy the amount of insurance that the Covered Person was entitled to convert. It does not matter whether the Covered Person applied for the individual policy or certificate. If such policy or certificate is issued, it will be in exchange for any other benefits under this Group Policy.

The individual policy or certificate will take effecton the day following the date coverage under the Group Policy ended; or, if later, the date application is made.

Exclusions
The converted policy may exclude the hazards or conditions that apply to the Covered Person's group coverage at the time it ends. We will reduce payment under the converted policy by the amount of any benefits paid under the group policy if both cover the same loss.

If the Covered Person's insurance ends because this Group Policy is term inated or is amended to terminate insurance forthe Covered Person's class, and he has been covered under this Group Policy or, any group accident insurance issued to the Employer which the Group Policy replaced, for at least five years, the Covered Person may have Us issue an individual policy or certificate of accident insurance subject to the same terms, conditions and limitations listed above. However, the amount he may apply for will be limited to the lesser of the following:
a. coverage under this Group Policy less any amount of group accident insurance for which he is eligible on the date this Group Policy is terminated or for which he became eligible within 31 days of such termination, or 20 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Extension of Conversion Period
If the Covered Person is eligible to convert and is not notified ofthis right at least 15 days prior to the end of the 31 day conversion period, the conversion period will be extended. The Covered Person will have 15 days from the date notice is given to apply fora converted policy or certificate. In no event will the conversion period be extended beyond 90 days.

Notice, for the purpose of this section, means written notice presented to the Covered Person by the Subscriber or mailed to the Covered Person's last known address as reported by the Subscriber.

If the Covered Person sustains a Covered Loss or dies during the extended conversion period, but more than 31 days after his coverage under the Group Policy terminates, benefits will not be paid under the Group Policy. If the Covered Person's application fora converted policy or certificate is received by Us and the required premium is paid, benefits may be payable under the converted policy or certificate.

GA-01-1505.00
21 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

CLAIM PROVISIONS
Written orauthorized electronic/telephonic noticeof claim mustbe given to Us within 31 days aftera Covered Loss occurs or begins oras soon as reasonably possible. If written or authorized electronic/telephonic notice is not given in that time. the claim will not be invalidated orreduced if it is shown that written or authorized electronic/telephonic notice was given as soon as was reasonably possible. Notice can be given to Us at Our Home Office in Philadelphia, Pennsylvania, such otherplaceas We may designate forthepurpose, orto Ourauthorized a gent. Notice should includethe Subscriber's name and policy number and the Covered Person's name, address, policy and certificate number.

Claim Forms
We will send claim forms for filing proof of loss when We receive notice of a claim. If such forms a re not sent within 15 days after We receive notice, the proof requirements will be met by submitting, within the time fixed in this Policy for filing proof of loss, written orauthorized electronic proof of the nature and extentof the loss for which the claim is made.

Claimant Cooperation Provision
Failure of a claimant to cooperate with Us in the administration of the claim may result in termination of the claim. Such cooperation includes, but is not limited to, providing any information or documents needed to determine whether benefits are payable or the actual benefit amount due.

Proof of Loss
Written orauthorized electronic proof of loss satisfactory to Us mustbe given to Us at Our office, within 90 days of the loss for which claim is made. If (a) benefits are payable as periodic payments and (b) each payment is contingent upon continuing loss, then proof of loss must be submitted within 90 days after thetermination of each period for which We are lia ble. If written or authorized electronic notice is not given within that time, no claim will be in validated or reduced if it is shown that such notice was given as soon as reasonably possible. In any case, written or authorized electronic proof must be given not more than one year a fter the time it is otherwise required, except if proof is not given solely dueto the lack of legal capacity.

Time of Payment of Claims
We will pay benefits due under this Policy for any loss other than a loss for which this Policy provides any periodic payment immediately upon receipt of due written or authorzed electronic proof of such loss. Subject to due written or authorized electronic proof of loss, all accrued benefits for loss for which this Policy provides periodic payment will be paid monthly unless otherwise specified in the benefits descriptions and any balance remaining unpaid at the termination of liability will be paid immediately upon receipt of proof satisfactory to Us.

Payment of Claims
All benefits will be paid in United States currency. Benefits for loss of life will be payable in accordance with the Beneficiary provision and these Claim Provisions. All other proceeds payable under this Policy, unless otherwise stated, will be payable to the covered Employee or to his estate.

If We are to pay benefits to the estate orto a person who is incapable of giving a valid release, We may pay $1,000 to a relative by blood or marriage whom We believe is equitably entitled. Any payment made by Us in good faith pursuant to this provision will fully discharge Us to the extent of such payment and release Us from all liability.

Payment of Claims to Foreign Employees
The Subscriber may, in a fiduciary capacity, receive and hold any benefits payable to covered Employees whose place of employment is other than the United States of America.

We will not be responsible for theapplication or disposition by the Subscriber of any such benefits paid. Our payments to the Subscriber will constitute a full discharge of Our liability for those payments under this Policy.

Physical Examination and Autopsy
We, at Our own expense, havethe right and opportunity to examinethe Covered Person when and as often as We may reasonably require while a claim is pendingand to makean autopsy in case of death where it is not forbidden by law. 22 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E No action atlaw or in equity may be brought to recover under this Policy less than 60 days after written or authorized electronic proof ofloss has been furnished as required bythis Policy. No such action will be brought more than three years after the time such written proof of loss must be furnished.

The beneficiary is the person or persons the Employee names or changes on a form executed by him and satisfactory to Us.

This form may be in writing or by any electronic means agreed upon between Us and the Subscriber. Consent of the beneficiary is not required to affect any changes, unless the beneficiary has been designated as an irrevocable beneficiary, or to make any assignment of rights or benefits permitted by this Policy.

A beneficiary designation or change will become effective on the date the Employee executes it. However, We will not be liable for any action taken or payment made before We record notice of the change at our Home Office.

If more than one person is named as beneficiary, the interests of each will be equal unless the Employeehas specified otherwise. The share ofany beneficiary who does not survive the Covered Person will pass equally to any surviving beneficiaries unless otherwise specified.

If there is no named beneficiary or surviving beneficiary, or if the Employee dies while benefits are payable to him, We may make direct payment to the first surviving class of the following classes of persons:

1. spouse,

2. child or children;

3. mother or father;

4. sisters or brothers;

5. estate of the Covered Person.

Recovery of Overpayment
If benefits are overpaid, We have the right to recover the amount overpaid by either of the following methods.

A request for lump sum payment of the overpaid a mount.

A reduction of any amounts payable under thisPolicy.

If there is an overpayment due when the Covered Person dies, We may recover the overpayment from the Covered Person's estate.

GA-00-1600.00
23 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

ADMINISTRATIVE PROVISIONS
Premiums
All premium rates are expressed in, and all premiums are payable in, United States currency. The premiums for this Policy will be based on the rates set forth in the Schedule of Benefits, the plan and amounts of insurance in effect. If a Covered Person's insurance amounts are reduced due to age, premium will be based on the amounts of insurance in forceon the day after the reduction took place.

Changes in Premium Rates
We may change the premium rates from time to time with at least 31 days advance written notice to the Subscriber. No change in rates will be made until 48 months a fter the Policy Effective Date. An increase in rates will not be made more often than once in a 12-month period. However, We reserve the right to change rates at any timeif any of the following

1. the terms of this Policy change;

2. the terms of the Subscriber's participation change;

3. a division, subsidiary, affiliated company or eligible class is added or deleted from this Policy;

4. there is a change in the factors bearing on the risk assumed;

5. any federal or state law or regulation is amended to the extent it affects Our benefit obligation.

Payment of Premium
The first premium is due on the Subscriber's effective date of participation under this Policy. Thereafter, premiums are due on the Premium Due Dates agreed upon between Us and the Subscriber. If any premium is not paid when due, the Subscriber's participation under this Policy will be terminated as of the Premium Due Date on which premium was notpaid.

Grace Period
A Grace Period of 60 days will be granted to each Subscriber for payment of required premiums under this Policy. A Subscriber's participation under this Policy will remain in effect during the Grace Period. The Subscriber is liable to Us for any unpaid premium for the time its participation under this Policy was in force.

A Grace Period of 60 days will be granted for payment of required premiums under this Policy. A Covered Person's insurance under this Policy will rema in in force during the Grace Period. We will reduce any benefits payable for any claims incurred during the grace period by the amount of premium due. If no such claims are incurred and premium is not paid during the grace period, insurance will end on the last day of the period for which premiums were paid.

GA-00-1701.00
24 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

GENERAL PROVISIONS
Entire Contract; Changes
his Policy, including the endorsements, amendments and any attached papers constitutes the entire contractof insuranc lo change in this Policy will be valid until approved by one of Our executiveofficers and endorsed on orattached to th Policy. No agent has authority to change this Policy or to waive any of its provisions.

Subscriber Participation Under This Policy
An orga nization may electto participate under this Policy by submittinga signed Subscriber participation a greement to the Policyholder. No participation by an organization is in effect until approved by Us.

Misstatement of Fact
If the Covered Person has misstated any fact, all a mounts payable under this Policy will be such as the premium paid woul have purchased had such fact been correctly stated.

Certificates
Where required by law, We will provide a certificateof insurance for delivery to the Covered Person. Each certificate will list the benefits, conditions and limits of this Policy. It will state to whom benefits will be paid. 30 Day Right To Examine Certificate
If a Covered Person does not like the Certificate foranyreason, it may be returned to Us within 30 days after receipt. We will return any premium that has been paid and the Certificate will be void as if it had never been issued.

Multiple Certificates
The Covered Person may have in force only one certificate at a time under this Policy. If at any time the Covered Person has been issued more than one certificate, then only the largest shall be in effect. We will refund premiums paid for the others for any period of time that more than one certificate was issued.

Assignment
We will be boundby anassignmentof a Covered Person's insurance under this Policy only when the original assignmentor a certified copy of the assignment, signed by the Covered Person and any irrevocable beneficiary, is filed with Us. The assignee may exercise all rights and receive all benefits assigned only while the assignmentremains in effectand insurance under this Policy and the Covered Person's certificate remains in force.

Incontestability

1. Of This Policy or Participation Under ThisPolicy
All statements made by the Subscriberto obtain this Policy orto participate under this Policy are considered representations and not warranties. No statement will be used to deny or reduce benefits or be used as a defense to a claim, or to deny the validity of this Policy orof participation under this Policy unless a copy ofthe instrument containing the statement is, or has been, furnished to the Subscriber.

Aftertwo years from the Policy Effective Date, no such statement will cause this Policy to be contested except for fraud.

2. Of A Covered Person's Insurance
All statements made by a Covered Person are considered representations and not warranties. No statement will be used to deny or reduce benefits or be used as a defense to a claim, unless a copy of the instrument containing the statement is, or has been, furnished to the claimant.

Aftertwo years from the Covered Person's effective date of insurance, or from the effective date of increased benefits, no such statement will cause insurance orthe increased benefits to be contested except for fraud or lack of eligibility for insurance.

In the event of death or incapacity, the beneficiary or representative shall be given a copy. 25 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E We may terminate coverage on orafter the first anniversary of the policy effective date. The Subscriber may terminate coverage on any prem um due date. Written orauthorized electronic notice must be given at least 31 days prior to such premium due date.

Termination will not affecta claim fora Covered Loss that is the result, directly and independently of all other causes, of a Covered Accident that occurs while coverage was in effect.

Reinstatement
This Policy may be reinstated if it lapsed for nonpayment of premium. Requirements for reinstatement are written application of the Subscriber satisfactory to Us and payment of all overdue premiums. Any premium accepted ir onnection with a reinstatement will be applied to a period for which premium was not previously paic Clerical Error
A Covered Person's insurance will not be affected by error or delay in keeping records of insurance under this Policy. If such error or delay is found, We will adjust the premium fairly.

Conformity with Statutes
Any provisions in conflict with the requirements of any state or federal law that apply to this Policy are automatically changed to satisfy the minimum requirements of such laws.

Policy Changes
We may agree with the Subscriber to modify a plan of benefits without the Covered Person's consent.

Workers' Compensation Insurance
This Policy is not in place of and does not affect any requirements for coverage under any Workers' Compensation law.

Examination of the Policy
This Group Policy will be available for inspection at the Subscriber's office during regular business hours.

We will be permitted to examineallof the Subscriber's records relating to this Group Policy. Examination may occurat any reasonable time while the Group Policy is in force; or it may occur:
at any time for two years after the expiration of this Group Policy; or, if later,

2. upon the final adjustment and settlement of all Group Policyclaims.

The Subscriber is actingas an agent ofthe Covered Person for transactions relating to this insurance. The actions of the Subscriber will not be considered Our actions.

GA-00-1800.00
26 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

DESCRIPTION OF COVERAGES AND BENEFITS
This Description of Coverages and Benefits Section describes the Accident Coverages and Benefits provided to You.

Benefit amounts, benefit periods and any applicable aggregate and benefit maximums are shown in the Schedule of Benefits. Certain words capitalized in the text of these descriptions have special meanings within this Certificate and are defined in the General Definitions section. Please read these and the Common Exclusions sections in order to understand all of the terms, conditions and limitations applicable to these coverages and benefits.

ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS
Covered Loss We will pay the benefit forany oneof the Covered Losses listed in the Schedule of Benefits, if the Covered Person suffers a Covered Loss resulting directly and independently of all other causes fiom a Covered Accident within the applicable time period specified in the Schedule ofBenefits.

If the Covered Person sustains more than one Covered Loss as a result of the same Covered Accident, benefits will be paid forthe Covered Loss for which the largest a vailable benefit is payable. If the loss results in death, benefits will only be paid under the Loss of Life benefit provision. Any Loss of Life benefit will be reduced by any paid or payable Accidental Dismemberment benefit. However, if such Accidental Dismemberment benefit equals or exceeds the Loss of Life benefit, no additional benefit will Definitions Loss of a Hand or Foot means complete Severance through or above the wrist or ankle joint.

Loss of Sight means thetotal, permanent loss of all vision in one eye which is irrecoverable by natural, surgical or artificial means.

Loss of Speech means total and permanent loss of audible communication which is irrecoverable by natural, surgical or artificial means.

Loss of Hearing means total and permanent loss of a bility to hearany sound in both ears which is irrecoverable by natural, surgical or artificial means.

Loss of a Thumb and Index Finger of the Same Hand or Four Fingers of the Same Hand means complete Severance through or above the metacarpophalangeal joints of the same hand (the joints between the fingers and the hand).

Loss of Toes means complete Severance through the metatarsalphalangeal joint.

Paralysis or Paralyzed means total loss of use of a limb. A Physician must determine the loss of use to be complete and irreversible.

Quadriplegia means total Paralysis of both upper and both lower limbs.

Hemiplegia means total Paralysis of the upper and lower limbs on one side of the body.

Paraplegia means total Paralysis of both lower limbs or both upper limbs.

Uniplegia means total Paralysis of one upper or one lower limb.

Coma means a profound state of unconsciousness which resulted directly and independently from all other causes from a Covered Accident, and from which the Covered Person is not likely to be aroused through powerful stimulation. This condition must be diagnosed and treated regularly by a Physician.

Coma does notmean any state ofunconsciousness intentionally induced during the course of treatment of a Covered Injury unless the state of unconsciousness results from the administration of anesthesia in preparation for surgical treatment of that Covered Accident.

Severance means the complete and permanent separation and dismemberment of the part from the body.

Exclusions The exclusions thatapply to this benefit are in the CommonExclusions section.

GA-00-2100.00
27 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Death and Dismemberment benefits are provided under the following coverages. Any benefits payable under them are shown in the Schedule of Covered Losses and will not be paid in addition to any other Accidental Death and Dismemberment benefits payable.

EXPOSURE AND DISAPPEARANCE COVERAGE
Benefits for Accidental Death and Dismemberment, as shown in the Schedule of Covered Losses, will be payable if a Covered Person suffers a Covered Loss which results directly and independently of all other causes from unavoidable exposure to the elements following a Covered Accident.

If the Covered Person disappears and is not found within one year from the date of the wrecking, sinking or disappearance of the conveyance in which the Covered Person was riding in the course of a trip which would otherwise be covered under this Policy, it will be presumed that the Covered Person's death resulted directly and independently ofall other causes from Exclusions The exclusions thatapply to this coverage are in the Common Exclusions Section.

GA-00-2202.00

ADDITIONAL ACCIDENT BENEFITS
Accidental Death and Dismemberment benefits are provided under the following Additional Benefits. Any benefits payable under them will be paid in addition to any other Accidental Death and Dismemberment benefit payable.

CHILD CARE CENTER BENEFIT
We will pay benefits shown in the Schedule of Benefits for the care of each surviving Dependent Child in a Child Care Center if death of the covered Employee results directly and independently of all other causes from a Covered Accident and all of the following conditions are met:

1. coverage for his Dependent Children was in force on the date of the Covered Accident causing his death; and

2. one or more surviving Dependent Children is under Age 13 and:
a. was enrolled in a Child Care Center on the date of the Covered Accident; or b. enrolls in a Child Care Center within 90 days from the date of the Covered Accident.

This benefit will be pa yable to the Surviving Spouse if the Spouse has custody of the child. If the Surviving Spouse does not have custody of the child, benefits will be paid to the child's legally appointed guardian. Payments will be madeat the end of each 12 month period that begins a fter the date of the covered Employee's death. A claim must be submitted to Us at the end of each 12 month period. A 12 month period begins:

1. when the Dependent Child enters a Child Care Center for the first time, within the period specified in (2b) a bove, after the covered Employee's death; or
on the first of the month following the covered Employee's death, if the Dependent Child was enrolled in a Chil Care Center before the covered Employee's death.

Each succeeding 12 month period begins on the day immediately following the last day of the preceding period. Pro rata payments will be made for periods of enrollment in a Child Care Center of less than 12 months.

Definitions For purposes of this benefit:

Child Care Center is a facility which:

1. is licensed and run according to laws and regulations applicable to child care facilities; and provides care and supervision for children in a group setting on a regular, daily basis A Child Care Center does not include any of the following:
a Hospital;

2. the child's home;

3. care provided during normal school hours while a child is attending grades one throughtwelve.

Exclusions The exclusions thata pply to this benefit are in the Common Exclusions Section.

GA-00-2222.00
28 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

COMMON CARRIER BENEFIT
We will pay the benefit shown in the Schedule of Benefits if the Covered Person suffers a Covered Loss that results directly and independently of all other causes from a Covered Accident that occurs while riding as a fare-paying passenger in, or being struck by, a Common Carrier. Riding includes getting into and out of the Common Carrier.

Definition For purposes of this benefit:

Common Carrier means:

1. a public conveyance, including Aircraft, licensed for hire to carry fare-paying passengers; or

2. a transport Aircraft operated by the Air Mobility Commandof the United States of America or a similar air transport service of anothercountry.

Exclusions The exclusions thata pply to this benefit are in the CommonExclusions Section.

GA-00-2225.00

FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT
We will pay the amount shown in the Scheduleof Benefits, subject to the following conditions and exclusions, when the Covered Employee suffers a Covered Loss resulting directly and independently ofall other causes from a Covered Accident that occurs during a violent crimeor felonious assault as described below. A police report detailing the felonious assault or violent crime must be provided before any benefits will be paid. The Covered Accident must occur while the Covered Person is on the business or premises of the Employer.

To qualify for benefit payment, the Covered Accident must occur during any of the following:
actual or attempted robbery orholdup;
actual or attempted kidnapping:

3. any othertype of intentional assault that is a crime classified as a felony by the governing statute or common law in the state where the felony occurred.

We will pay a Hospital Stay Benefit, subject to the following conditions and exclusions, when the Covered Person suffers a Covered Loss resulting directly and independently of all other causes from a Covered Accident that occurs during violent crime or felonious assault if all of the following conditions are met:

1. the Covered Person is covered for Hospital Stay benefits under this Policy;

2. the Hospital Stay begins within 30 days of the violent crime/felonious assault;

3. the Hospital Stay is at the direction and under the care of a Physician;

4. the Covered Person provides proof satisfactory to Us that his Hospital Sta y was necessitated to treat Covered Injuries sustained in a Covered Accident caused solely by a violent crime or felonious assault:
the Hospital Stay begins while the Covered Person's insurance is ineffect.

The benefit will be paid for each day of a continuous Hospital Stay.

Definitions For purposes of this benefit:

Family Member means the Covered Person's parent, step-parent, Spouse or former Spouse, son, daughter, brother, sister, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- in-law, sister-in-law, aunt, uncle, cousins, grandparent, grandchild andstepchild.

Fellow Employee means a person employed by the same Employer as the Covered Person or by an Employerthat is an affiliated or subsidiary corporation. It shall also include any person who was so employed, but whose employment was terminated not more than 45 days priorto the date on which the defined violent crime/felonious assault was committed.

Member of the Same Household means a person who maintains residence at the same address as the Covered Person.
29 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Exclusions Benefits will not be paid for treatment of any Covered Injury sustained or Covered Loss incurred during any:

1. violent crime or felonious assault committed by the Covered Person; or felonious assault or violent crime committed upon the Covered Person by a Fellow Employee, Family Member, or Member of the Same Household Other exclusions that apply to this benefit are in the Common Exclusions Section.

GA-00-2234.00

SEATBELT AND AIRBAG BENEFIT
We will pay the benefit shown in the Schedule of Benefits, subject to the conditions and exclusions described below, when the Covered Person dies directly and independently ofall other causes from a Covered Accident while wearing a seatbelt and operating orridingas a passenger in an Automobile. An additional benefit is provided if the Covered Person was also positioned in a seatprotected by a properly-functioning and properly deployed Supplemental Restra int System (Airbag).

Verification of proper use ofthe seatbelt at thetime ofthe Covered Accidentand thatthe Supplemental Restra int System properly in flated upon im pact must be a part of an official police report ofthe Covered Accident or be certified, in writing. by the investigating officers) and submitted with the Covered Person's claim to Us.

If such certification or police report is not availa ble or it is unclear whether the Covered Person was wearing a seatbelt or positioned in a seatprotected by a properly functioningand properly deployed Supplemental Restraint System, We will pay a default benefit shown in the Schedule of Benefits to the Covered Person's beneficiary.

In the case ofa child, seatbelt means a child restraint, as required by state la wand approved by the National Highway Traffic Safety Administration, properly secured and being used as recommended by its manufacturer for children of like Age and weight at the time of the Covered Accident.

Definitions For purposes of this benefit:

Supplemental Restraint System means an airbag that inflates upon impact for added protection to the head and chest areas.

Automobile means a self-propelled, private passenger motor vehicle with fouror more wheels which is a type both designed and required to be licensed for use on the highway of any state or country.

Automobile includes, but is not limited to, a sedan, station wagon, sportutility vehicle, ora motorvehicke of the pickup. van, camper, or motor-home type. Automobile does not include a mobile home or any motor vehicle which is used in mass or public transit.

Exclusions The exclusions that apply to this benefit are in the CommonExclusions Section.

GA-00-2251.00

SPECIAL EDUCATION BENEFIT
We will pay the benefit, up to the Maximum Benefit shown in the Schedule of Benefits, for each qualifying Dependent Child. The Covered Person's death must result, directly and independently of allother causes from a Covered Accident for which an Accidental Death Benefit is pa yable under this Policy. This benefit is subject to the conditions and exclusions described below.

A qualifying Dependent Child must:

1. enrollas a full-time student at an accredited school of higher learning before reaching the limiting Age for dependent eligibility stated in this Policy;

2. continue his education as a full-time student; and

3. incur expenses for tuition, fees, books, room and board, transportation and any other costs payable directly to, or approved and certified by. such school.

A qualifying surviving Spouse must:
enroll in any accredited school for the purpose of retraining orrefreshing skills needed for employment within one year of the date of the covered Emplovee's Covered Accident:
remain enrolled in such accredited school: and
incur expenses payable directly to, or approved by, suchschool. 30 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Payments will be madeto each qualifying Dependent Child orto the child's legal guardian, if the child is a minorat theend of each year for the number of years shown in the Schedule of Benefits. We must receive proof satisfactory to Us of the Dependent Child's enrollment and attendance within 31 days of the end of each year. The first year for which a Special Education Benefit is payable will begin on the first of the month following the date the covered Employee died, if the surviving Dependent Child was enrolled on that date in an accredited school of higher learning beyond the 12th grade; otherwise on the date he enrolls in such school. Each succeeding year for which benefits are payable will begin on the date following the end of the preceding year.

If no Dependent Child qualifies for Special Education Benefits within 365 days ofthe covered Employee's death, We will pay the default benefit shown in the Schedule of Benefits to the covered Employee's beneficiary.

Payments will be madeto the surviving Spouse at the end of each year for the number of years shown in the Schedule of Benefits. We mustreceive proof satisfactory to Us of the Spouse's enrollment and attendance within 31 days of the end of each year. The first year for which a Special Education Benefit is payable will begin on the date the surviving Spouse enrolls in an accredited school forthe first time following the date the Employee died. Each succeeding year for which benefits are payable will begin on the date following the end of the preceding year.

If a surviving Spouse does not qualify for Special Education Benefits within 365 days of thecovered Employee's death, We will pay the default benefit shown in the Schedule of Benefits to the covered Employee's beneficiary.

Definitions For the purposes of this benefit:

Dependent Child(ren) An Employee's unmarried child who meets the followingrequirements:

A child from live birth to 19 yearsold;
A child who is 19 or more years old but less than 25 years old, enrolled in a schoolas a full-time student and primarily supported by the Employee;

3. A child who is 19 or more years old, primarily supported by the Employee and incapable of self- sustaining employmentby reason of mental or physical handicap. Proofof the child's condition and dependence must be submitted to Us within 31 days after the date the child ceases to qualify as a Dependent Child for thereasons listed above. During the next two years, We may, from time to time, require proofof the continuation of such condition and dependence. After that, We may require proof no more than once a year.

A child, for purposes of this provision, includes an Employee's:
natural child;
adopted child, beginning with any waiting period pending finalization of the child's adoption; stepchild who resides with the Employee:
child for whom the Emplovee is legal guardian, as long as the child resides with the Emplovee and depends on the Employee for financial support. Financial support means that the Employee is eligible to claim the dependent for purposes of Federal and State income tax returns.

Spouse the Employee's lawful spouse under age 70.

Exclusions The exclusions thata pply to this benefit are in the CommonExclusions Section.

GA-00-2252a.00
31 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

SPOUSE RETRAINING BENEFIT
We will pay expenses incurred, as described below, up to the Maximum Benefit shown in the Schedule of Benefits, to enable the covered Employee's Spouse to obtain occupational or educational training needed for employment if the covered Employee dies directly and independently of all other causes from a Covered Accident. This benefit is subject to the conditions and exclusions described below.

This benefit will be payable if the covered Employeedies within one year of a Covered Accident and is survived by his Spouse who:
enrolls, within three years a fter the covered Employee's death in anyaccredited school for the purpose of retra ining or refreshing skills needed for employment; and incurs expenses payable directly to, or approved and certified by, suchschool.

If there is no surviving Spouseat the time of the covered Employee's Covered Accidental Death, the Default Benefit shown in the Schedule of Benefits will be paid to the covered Employee's beneficiary.

Definitions For the purposes of this benefit:

Spouse will include the Employee's lawful spouse under age 70.

Exclusions The exclusions thatapply to this benefit are in the Common Exclusions Section.

GA-00-2254a.00
32 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

LIFE INSURANCE COMPANY OF NORTH AMERICA
Philadelphia, PA 19192-2235
We, City of Palo Alto, whose main office address is Palo Alto, CA, hereby approve and acceptthe terms of Group Policy Number OK 964302 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY.

This form is to be signed in duplicate. One part is to be retained by City of Palo Alto; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA.

City of Palo Alto
Signature and Title:_ _Date:
(This Copy Is To Be Returned To Life Insurance Company of North America)

This form is to be signed in duplicate. One part is to be retained by City of Palo Alto; theother part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA.

City of Palo Alto
Signature and Title:_ Date:
(This Copy Is To Be Retained By City of Palo Alto)
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E EXHIBIT A-3

LTD POLICY
Attached.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

PLEASE READ
IMPORTANT: The attached amendment to your policy has been made at your request, and will be effective on the date shown within the amendment. Please review this amendment immediately and confirm that it accurately reflects your request and is consistent with your intentions. If amended certificates have been provided, please review these as well. If there are any errors or discrepancies, please notify your account manager or account service representative immediately. If you have not notified your account manager or account service representative of any errors or concerns, continued payment of premium more than 31 days after delivery of this amendment will be deemed acceptance of this amendment.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

LIFE INSURANCE COMPANY OF NORTH AMERICA
(herein called the Company)
Amendment to be attached to and made a part of the Group Policy A Contract between the Company and
Policyholder: Trustee of the Group Insurance Trust for Employers in the Public Administration Industry Participating Subscriber: City of Palo Alto
(herein called the Subscriber)
Policy No.: LK - 961943
This Amendment is attached to and made part of the Policy specified above. It is subject to all of the policy provisions that do not conflict with its provisions.

The Company and the Subscriber hereby agree that the Policy is amended as follows:

1. This Amendment will be in effect on the Effective Date(s) shown below only for insured Employees in Active Service on that date. If an Employee is not in Active Service on the date his insurance would otherwise become effective, it will be effective on the date he returns to Active Service.

The following Enrollment Event is added under the Schedule of Benefits for Classes 1 and 2:

The Enrollment Period shall be from September 6, 2024 through October 11, 2024 for coverage effective January 1, 2025.

This enrollment will be subject to the provisions regarding coverage changes during the enrollment period and all other provisions of the policy.

Open Enrollment Period
During this Enrollment Period, an Employee who is eligible to be insured under this Policy may become insured under the Policy without satisfying the Insurability Requirement.

2. Effective January 1, 2025, the following rates will be in force for Class 1 for coverage under the Policy:

Option 1
S.336 per $100 of Covered Payroll
Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $3,000.

Option 2
S.705 per $100 of Covered Payroll
Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $6,000.

No change in rates will be made until 36 months after the effective date of this Amendment. However, the Company reserves the right to change the rates at any time during a period for which the rates are guaranteed if the conditions described in the Changes in Premium Rates provision under the Administrative Provisions section of the Policy apply.

3. Effective January 1, 2025, the following rates will be in force for Class 2 for coverage under the Policy:

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E S.369 per $100 of Covered Payroll
Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $15,000.

Except for the above, this Amendment does not change the Policy in any way.

FOR THE COMPANY
Scott Balis
Scott Berlin, President
Date: October 22, 2024 (Revised date: October 30, 2024) Amendment No. 04a
TL-004780
XHIBIT "A-3"
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

LONG TERM DISABILITY INSURANCE POLICY

CALIFORNIA LIFE AND HEALTH

INSURANCE GUARANTY ASSOCIATION ACT

SUMMARY DOCUMENT AND DISCLAIMER
Insurance Guaranty Association. The purpose of this Association is to assure that policyholders will be protected. protection provided through the Association is not unlimited, as noted in the box below, and is not a substitute for consumers' care in selecting well managed and financially stable insurers.

The California Life and Health Insurance Guaranty Association may not provide coverage for this insurance. If coverage is provided, it may be subject to substantial limitations or exclusions, and require continued residency in the state. You should not rely on coverage by the Association in selecting an insurance company or in selecting an insurance policy.

Coverage is NOT provided for your insurance or any portion of it that is not guaranteed by the Insurer or for which you have assumed the risk, such as a variable contract sold by prospectus.

Insurance companies or their agents are required by law to give or send you this notice. However, insurance companies and their agents are prohibited by law from using the existence of the Association to induce you to purchase any kind of insurance policy.

If you have additional questions, you should first contact your insurer or agent and then may contact:

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

EXCLUSIONS FROM COVERAGE
However, persons holding such policies are not protected by this Association if:
their insurer was not authorized to do business in this state when it issued the policy or contract; their policy was issued by a health care service plan (HMO), Blue Cross, Blue Shield, a charitable organization, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment company, an insurance exchange, or a grants and annuities society; they are eligible for protection under the laws of another state. This may occur when the insolvent insurer was incorporated in another state whose Guaranty Association protects insureds who live outside that state.

The Association also does not provide coverage for:
unallocated annuity contracts; that is, contracts which are not issued to and owned by an individual and which guarantee rights to group contract holders, not individuals mployer and association plans to the extent they are self-funded or uninsured synthetic guaranteed interest contracts;
any policy or portion of a policy which is not guaranteed by the insurer or for which the individual has assumed the risk, such as a variable contract sold by prospectus; any policy of reinsurance unless an assumption certificate was issued; interest rate yields that exceed an average rate; and
any portion of a contract that provides dividends or experience rating credits.

LIMITS ON AMOUNT OF COVERAGE
The Act limits the Association to pay benefits as follows:

Life and Annuity Benefits
80% of what the life insurance company would owe under a life policy or annuity contract up to $100,000 in cash surrender values;
$100,000 in present value of annuities; or
$250,000 in life insurance death benefits.

A maximum of $250,000 for any one insured life no matter how many policies and contracts there were with the same company, even if the policies provided different types of coverages.

A maximum of $200,000 of the contractual obligations that the health insurance company would owe were it not insolvent. The maximum may increase or decrease annually based upon changes in the health care cost component of the consumer price index.

PREMIUM SURCHARGE
Member insurers are required to recoup assessments paid to the Association by way of a surcharge on premiums charged for health insurance policies to which the act applies.

Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

LIFE INSURANCE COMPANY OF NORTH AMERICA
1601 CHESTNUT STREET GROUP POLICY
PHILADELPHIA, PA 19192-2235
(800) 732-1603 TDD (800) 552-5744

A STOCK INSURANCE COMPANY
POLICYHOLDER: TRUSTEE OF THE GROUP INSURANCE

TRUST FOR EMPLOYERS IN THE PUBLIC

ADMINISTRATION INDUSTRY
SUBSCRIBER: City of Palo Alto
POLICY NUMBER: LK-961943
POLICY EFFECTIVE DATE: January 1
POLICY ANNIVERSARY DATE: January 1
This Policy describes the terms and conditions of coverage. It is issued in Delaware and shall be poved ders lates The Policy goes into effect on the Policy Effective Date, 12:01 am at the In return for the required premium, the Insurance Company and the Policyholder have agreed to all the terms of this Policy.

Deborah Young
Deborah Young, Corporate Secretary Karen S. Rohan, President TL-004700 0/0 v-2
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

TABLE OF CONTENTS
SCHEDULE OF BENEFITS..... .1
SCHEDULE OF BENEFITS FOR CLASS 1. .....2
SCHEDULE OF BENEFITS FOR CLASS 2.. ...5
SCHEDULE OF BENEFITS FOR CLASS 3.. 8
ELIGIBILITY FOR INSURANCE........ ....11
EFFECTIVE DATE OF INSURANCE. ..11
TERMINATION OF INSURANCE...... .11
CONTINUATION OF INSURANCE... .12
DESCRIPTION OF BENEFITS.. . 13
EXCLUSIONS... ...18
CLAIM PROVISIONS. .18
ADMINISTRATIVE PROVISIONS.. .20
GENERAL PROVISIONS.. .21
DEFINITIONS.. .22
DOMESTIC PARTNER RIDER. ..25
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E

SCHEDULE OF BENEFITS
Premium Due Date: The last day of each month
Classes of Eligible Employees
On the pages following the definition of eligible employees there is a Schedule of Benefits for each Class of Eligible Employees listed below. For an explanation of these benefits, please see the Description of Benefits provision.

If an Employee is eligible under one Class of Eligible Employees and later becomes eligible under a different Class of Eligible Employees, changes in his or her insurance due to the class change will be effective on the first of the month following the change in class.

Class 1 All active, Full-time Service Employees International Union Employees/Members of the Employer regularly working a minimum of 20 hours per week.

Class 2 All active, Full-time Employees of the Employer regularly working a minimum of 20 hours per week who are classified as Management, Confidential and Council Officer.

Class 3 All active, Full-time Employees of the Employer as defined under the prior carrier policy umber 643835, and on file with the Insurance Company, regularly working a minimum of 20 hours per week. (Closed Class)
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E SCHEDULE OF BENEFITS FOR CLASS 1
Eligibility Waiting Period
For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period Definition of Disability/Disabled
The Employee is considered Disabled if, solely because of Injury or Sickness, he or she is:

1. unable to perform the material duties of his or her Regular Occupation; and

2. unable to earn 80% or more of his or her Indexed Earnings from working in his or her Regular Occupation.

After Disability Benefits have been payable for 24 months, the Employee is considered Disabled if, solely due to Injury or Sickness, he or she is:
unable to perform the material duties of any occupation for which he or she is, or may reasonably become, qualified based on education, training or experience; and unable to earn 60% or more of his or her Indexed Earnings.

The Insurance Company will require proof of earnings and continued Disability.

Definition of Covered Earnings
Covered Earnings means an Employee's wage or salary as reported by the Employer for work performed for the Employer as in effect just prior to the date Disability begins. It includes earnings received from commissions but not bonuses, overtime pay and other extra compensation. Covered Earnings are determined initially on the date an Employee applies for coverage. A change in the amount of Covered Earnings is effective on the date of the change, if the Employer gives us written notice of the change and the required premium is paid.

Commissions will be averaged for the 12 months just prior to the date Disability begins, or the months employed, if less than 12 months.

Any increase in an Employee's Covered Earnings will not be effective during a period of continuous Disability.

Elimination Period 60 days
Gross Disability Benefit
Option 1 The lesser of 66.67% of an Employee's monthly Covered Earnings rounded to the nearest dollar or the Maximum
Disability Benefit.

Option 2 The lesser of 60% of an Employee's monthly Covered Earnings rounded to the nearest dollar or the Maximum Disability Benefit.

Maximum Disability Benefit
Option 1 $4,000 per month
Option 2 $1,800 per month
Minimum Disability Benefit $100 per month
Disability Benefit Calculation
The Disability Benefit payable to the Employee is figured using the Gross Disability Benefit, Other Income Benefits and the Return to Work Incentive. Monthly Benefits are based on a 30-day month. The Disability Benefit will be prorated if payable for any period less than a month.

During any month the Employee has no Disability Earnings, the monthly benefit payable is the Gross Disability Benefit less Other Income Benefits. During any month the Employee has Disability Earnings, benefits are determined under the Return to Work Incentive. Benefits will not be less than the minimum benefit shown in the Schedule of Benefits except as provided under the section Minimum Benefit. 2 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E "Other Income Benefits" means any benefits listed in the Other Income Benefits provision that an Employee receives on his or her own behalf or for dependents, or which the Employee's dependents receive because of the Employee's entitlement to Other Income Benefits.

Return to Work Incentive
During any month the Employee has Disability Earnings, his or her benefits will be calculated as follows.

The Employee's monthly benefit payable will be calculated as follows during the first 24 months disability benefits are payable and the Employee has Disability Earnings:

1. Add the Employee's Gross Disability Benefit and Disability Earnings.

2. Compare the sum from 1. to the Employee's Indexed Earnings.

3. If the sum from 1. exceeds 100% of the Employee's Indexed Earnings, then subtract the Indexed Earnings from the sum in 1.

4. The Employee's Gross Disability Benefit will be reduced by the difference from 3., as

5. well suy On 1. dome enced 100% of the Employees Indexed Farmings, th Employee's Gross Disability Benefit will be reduced by Other Income Benefits After disability benefits are payable for 24 months, the monthly benefit payable is the Gross Disability Benefit reduced by Other Income Benefits and 50% of Disability Earnings No Disability Benefits will be paid, and insurance will end if the Insurance Company determines the Employee is able to work under a modified work arrangement and he or she refuses to do so without Good Cause.

Additional Benefits
Survivor Benefit
Benefit Waiting Period: After 3 Monthly Benefits are payable.

Amount of Benefit: 100% of the sum of the last full Disability Benefit plus the amount of any Disability Earnings by which the benefit had been reduced for that month.

Maximum Benefit Period A single lump sum payment equal to 3 monthly Survivor Benefits.

Maximum Benefit Period
The later of the Employee's SSNRA* or the Maximum Benefit Period listed below.

Age When Disability Begins Maximum Benefit Period
Age 62 or under The Employee's 65th birthday or the date the 42nd Monthly Benefit is payable, if later.

Age 63 The date the 36th Monthly Benefit is payable.

Age 64 The date the 30th Monthly Benefit is payable.

Age 65 The date the 24th Monthly Benefit is payable.

Age 66 The date the 21st Monthly Benefit is payable.

Age 67 The date the 18th Monthly Benefit is payable.

Age 68 The date the 15th Monthly Benefit is payable.

Age 69 or older The date the 12th Monthly Benefit is payable. *SSNRA means the Social Security Normal Retirement Age in effect under the Social Security Act on the Policy Effective Date.
3 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Initial Premium Rates - Option 1
$1.23 per $100 of Covered Payroll
Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $6,000.

Initial Premium Rates - Option 2
$.575 per $100 of Covered Payroll
Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $3,000.

TL-004774|
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E SCHEDULE OF BENEFITS FOR CLASS 2
Eligibility Waiting Period
For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period Definition of Disability/Disabled
he Employee is considered Disabled if, solely because of Injury or Sickness, he or she i inable to perform the material duties of his or her Regular Occupation; an

2. unable to earn 80% or more of his or her Indexed Earnings from working in his or her Regular Occupation.

2. unable to earn 60% or more of his or her Indexed Earnings.

The Insurance Company will require proof of earnings and continued Disability.

Definition of Covered Earnings
Covered Earnings means an Employee's wage or salary as reported by the Employer for work performed the required premium is paid.

Commissions will be averaged for the 12 months just prior to the date Disability begins, or the months employed, if less than 12 months.

Any increase in an Employee's Covered Earnings will not be effective during a period of continuous Disability.

Elimination Period 60 days
Gross Disability Benefit The lesser of 66.67% of an Employee's monthly Covered Earnings rounded to the nearest dollar or the Maximum
Disability Benefit.

Maximum Disability Benefit $10,000 per month
Minimum Disability Benefit $100 per month
Disability Benefit Calculation
The Disability Benefit payable to the Employee is figured using the Gross Disability Benefit, Other Income Benefits and the Return to Work Incentive. Monthly Benefits are based on a 30-day month. The Disability Benefit will be prorated if payable for any period less than a month.

During any month the Employee has no Disability Earnings, the monthly benefit payable is the Gross Disability Benefit less Other Income Benefits. During any month the Employee has Disability Earnings, benefits are determined under the Return to Work Incentive. Benefits will not be less than the minimum benefit shown in the Schedule of Benefits except as provided under the section Minimum Benefit. 5 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E "Other Income Benefits" means any benefits listed in the Other Income Benefits provision that an Employee receives on his or her own behalf or for dependents, or which the Employee's dependents receive because of the Employee's entitlement to Other Income Benefits.

Return to Work Incentive
During any month the Employee has Disability Earnings, his or her benefits will be calculated as follows.

The Employee's monthly benefit payable will be calculated as follows during the first 24 months disability benefits are payable and the Employee has Disability Earnings:

1. Add the Employee's Gross Disability Benefit and Disability Earnings.

2. Compare the sum from 1. to the Employee's Indexed Earnings.

3. If the sum from 1. exceeds 100% of the Employee's Indexed Earnings, then subtract the Indexed Earnings from the sum in 1.

4. The Employee's Gross Disability Benefit will be reduced by the difference from 3., as well as by Other Income Benefits.

5. If the sum from 1. does not exceed 100% of the Employee's Indexed Earnings, the Employee's Gross Disability Benefit will be reduced by Other Income Benefits.

After disability benefits are payable for 24 months, the monthly benefit payable is the Gross Disability Benefit reduced by Other Income Benefits and 50% of Disability Earnings.

No Disability Benefits will be paid, and insurance will end if the Insurance Company determines the Employee is able to work under a modified work arrangement and he or she refuses to do so without Good Cause.

Additional Benefits
Survivor Benefit
Benefit Waiting Period: After 3 Monthly Benefits are payable.

Amount of Benefit: 100% of the sum of the last full Disability Benefit plus the amount of any Disability Earnings by which the benefit had been reduced for that month.

Maximum Benefit Period A single lump sum payment equal to 3 monthly Survivor Benefits.

Maximum Benefit Period
The later of the Employee's SSNRA* or the Maximum Benefit Period listed below.

Age When Disability Begins Maximum Benefit Period
Age 62 or under The Employee's 65th birthday or the date the 42nd Monthly Benefit is payable, if later.

Age 63 The date the 36th Monthly Benefit is payable.

Age 64 The date the 30th Monthly Benefit is payable.

Age 65 The date the 24th Monthly Benefit is payable.

Age 66 The date the 21st Monthly Benefit is payable.

Age 67 The date the 18th Monthly Benefit is payable.

Age 68 The date the 15th Monthly Benefit is payable.

Age 69 or older The date the 12th Monthly Benefit is payable. *SSNRA means the Social Security Normal Retirement Age in effect under the Social Security Act on the Policy Effective Date.
6 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E Initial Premium Rates
$.62 per $100 of Covered Payroll
Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $15,000.

TL-004774
Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E SCHEDULE OF BENEFITS FOR CLASS 3
Eligibility Waiting Period
For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period he Employee is considered Disabled if, solely because of Injury or Sickness, he or she i

1. nable to perform the material duties of his or her Regular Occupation; an

2. unable to earn 80% or more of his or her Indexed Earnings from working in his or her Regular Occupation.

After Disability Benefits have been payable for 24 months, the Employee is considered Disabled if, solely due to Injury or Sickness, he or she is:

1. unable to perform the material duties of any occupation for which he or she is, or may reasonably become, qualified based on education, training or experience; and

2. unable to earn 60% or more of his or her Indexed Earnings.

The Insurance Company will require proof of earnings and continued Disability.

Definition of Covered Earnings
Covered Earnings means an Employee's wage or salary as reported by the Employer for work performed or the Employer as in effect just prior to the date Disability begins. It includes earnings received fron ommissions but not bonuses, overtime pav and other extra compensation. Covered Earnings are determined initially on the date an Employee applies for coverage. A change in the amount of Covered Earnings is effective on the date of the change, if the Employer gives us written notice of the change and the required premium is paid.

Commissions will be averaged for the 12 months just prior to the date Disability begins, or the months employed, if less than 12 months.

Any increase in an Employee's Covered Earnings will not be effective during a period of continuous Disability.

Elimination Period 60 days
Gross Disability Benefit The lesser of 66.67% of an Employee's monthly Covered Earnings rounded to the nearest dollar or the Maximum
Disability Benefit.

During any month the Employee has no Disability Earnings, the monthly benefit payable is the Gross Disability Benefit less Other Income Benefits. During any month the Employee has Disability Earnings, benefits are determined under the Return to Work Incentive. Benefits will not be less than the minimum benefit shown in the Schedule of Benefits except as provided under the section Minimum Benefit. 8 Docusign Envelope ID: E53712CE-EC89-4481-950B-C134CEB3C27E "Other Income Benefits" means any benefits listed in the Other Income Benefits provision that an Employee receives on his or her own behalf or for dependents, or which the Employee's dependents receive because of the Employee's entitlement to Other Income Benefits.