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8. 02/15/2023 Agreement
GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: March 7, 2023 TO: John Quinn, Budget Administrator Office of Management& Budget FROM: Liz Yongue, Deputy Clerk SUBJECT: February 15th Meeting The following item has been executed and added to the record: C25 Agreement with PFM Financial Advisors LLC for financial advisory services. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AN AGREEMENT BETWEEN MONROE COUNTY, FLORIDA AND PFM FINANCIAL ADVISORS LLC FOR FINANCIAL ADVISORY SERVICES This Agreement made and entered into this 15th day of February 2023, by and between Monroe County Board of County Commissioners (hereinafter called the "County") and PFM Financial Advisors LLC, a foreign limited liability company authorized to do business in the State of Florida(hereinafter called the "Financial Advisor" or "PFM") sets forth the terms and conditions under which the Financial Advisor shall provide services. WITNESSETH WHEREAS, the County and PFM have had an ongoing contractual relationship whereby PFM provides financial advisory services; and WHEREAS,the County wishes to continue to contract with PFM for financial advisory services; and WHEREAS, in accordance with Monroe County Code and the Monroe County Purchasing Policy due to qualitative considerations, the Board hereby waives the competitive solicitation requirement for these professional services; WHEREAS, this professional services agreement will be at the same rates as the 2017 agreement for a three-year period effective retroactively to January 18, 2023 to avoid a lapse in services; and WHEREAS, the County and PFM have mutually agreed to the terms and conditions under which PFM will provide financial advisory services to the County. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: L SCOPE OF SERVICES PFM shall provide, upon request of the County Administrator or County Commission, services related to financial planning and policy development and services related to debt issuance. The services provided shall include but not necessarily be limited to the following: 1) Services related to Financial Planning and Policy Development upon request of the County: a) Assist the County in the formulation of Financial and Debt Policies and Administrative Procedures. b) Review current debt structure, identifying strengths and weaknesses of structure so that future debt issues can be structured to maximize ability to finance future capital needs. This will include, but not be limited to, reviewing existing debt for the possibility of refunding that debt to provide the County with savings. c) Analyze future debt capacity to determine the County' s ability to raise future debt capital. 1 d) Assist the County in the development of the County' s Capital Improvement Program by identifying sources of capital funding for infrastructure needs. e) Assist the County with the development of the County's Financial Plan by assessing capital needs, identifying potential revenue sources, analyze financing alternatives such as pay- as-you-go, lease/purchase, short-term vs. long-term financing assessments, user fees, impact fees, developer contributions,public/private partners hips and grants. Provide budgetary and financial impact analysis of each alternative as required. f) Develop, manage, and maintain computer models for long-term capital planning which provide for inputs regarding levels of ad valorem and non-ad valorem taxation, growth rates by operating revenue and expenditure item, timing, magnitude, cost of debt issuance,project operating and capital balances, selected operative and debt ratios and other financial performance measures as may be determined by the County. g) Provide debt service schedules reflecting varying interest rates, issue sizes and maturity structures as needed for feasibility consultants or for related County fiscal planning. h) Attend meetings with staff, consultants, and County Commission. The County will make reasonable efforts to schedule meetings and consolidate issues to minimize travel of Financial Advisor. i) Review underwriter' s proposals and submit a written analysis of same to the County. j) Undertake any and all other financial planning and policy development assignments requested by County regarding bond and other financings, financial policy including budget, tax, cash management issues and related fiscal policy and programs. k) Assist the County in preparing financial presentations for public hearings and/or referendums. 1) Provide special financial services as requested by the County. 2) Services related to Debt Transactions (includes short-term financing notes,loans,letters of credit, lines of credit and bonds.) Upon request of the County: a) Analyze financial and economic factors to determine if the issuance of bonds is appropriate. b) Develop a financing plan in concert with the County's staff to include recommendations as to the timing and number of series of bonds to be issued. c) Assist the County by recommending the best method of sale, either as a negotiated sale, private placement, or a public sale. In the case of a public sale, make recommendations as to the determination of the best bid. For a negotiated sale, assist in the solicitation, review, and evaluation of any investment banking proposals, and provide advice and information necessary to aid in such selections. d) Advise as to the various financing alternatives available to the County. 2 e) Develop alternatives related to debt transactions including evaluation of revenues available, maturity schedules and cash flow requirements. f) Identify key bond features and advise on provisions regarding security, reserve fund, flow of funds, redemption provisions, additional parity debt tests, etc. g) Evaluate benefits of bond insurance and/or security insurance for debt reserve fund. h) If necessary, develop credit rating presentation and coordinate with the County the presentation to the rating agencies. i) Assist the County in the procurement of other services relating to debt issuance such as printing,paying agent, registrar, etc. j) Review the reports of accountants, independent engineers and other project feasibility consultants to ensure that such studies adequately address technical, economic and financial risk factors affecting marketability of any proposed revenue debt issues;provide bond market assumptions necessary for financial projections included in these studies; attend all relevant working sessions regarding the preparations, review and completion of such independent studies; and provide written comments and recommendations regarding assumptions, analytic methods and conclusions contained therein. k) Review the requirements and submit analysis of insurance, rating agencies and other professionals as they pertain to the County' s debt obligations. 1) Review the terms, conditions and structure of any proposed debt offering undertaken by the County and provide suggestions, modifications, and enhancements where appropriate and necessary to reflect the constraints of current financial policy and fiscal capability. m) Provide regular updates on tax-exempt bond market conditions and advise the County as to the most advantageous timing for debt issuance. n) Assist and advise the County in negotiations with investment banks regarding fees, pricing of bonds and final terms of any security offering and provide written recommendation regarding a proposed offering. Provide assurance that the pricing is the most advantageous at time of issuance. 3) Special Services. Upon request of the County: a) Impact fee financial analysis. b) Review of County proposals for grants. c) Rate analysis. d) Budget and financial management analysis. e) Referendum assistance. 3 f) Legislative initiatives. g) Other, as requested. IL WORK SCHEDULE The services of the Financial Advisor are to commence as soon as practicable after the execution of this Agreement and a request by the County for such service and shall be undertaken for each financial transaction or project and completed as to assure completion in a manner and time which are in accordance with the purpose of this Agreement. Services which are not related to a particular transaction shall be completed as agreed between the County and the financial Advisor. III. REGISTERED MUNICIPAL ADVISOR; REQUIRED DISCLOSURES 1. PFM is a registered municipal advisor with the Securities and Exchange Commission (the "SEC") and the Municipal Securities Rulemaking Board (the " MSRB"),pursuant to the Securities Exchange Act of 1934 Rule 1513al-2. If Client has designated PFM as its IRMA for purposes of SEC Rule 15Ba I - I (d)(3)(vi) (the " IRMA exemption"), then services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any limitation s described thereon. PFM shall not be responsible for and shall be held harmless from and against any party in connection with, verifying that PFM is independent from any other party seeking to rely on the IRMA exemption (as such independent status is required pursuant to the IRMA exemption, as interpreted from time to time by the SEC). Client acknowledges and agrees that any reference to PFM, its personnel, and its role as IRMA, including in the written representation of Client required under SEC Rule 15Bal-l(d)(3)(vi)(B) shall be subject to prior approval by PFM. Client further agrees not to represent that PFM is Client' s IRMA with respect to any aspect of a municipal securities issuance or municipal financial product, outside of the scope of services without PFM's prior written consent. 2. MSRB Rule G-42 requires that municipal advisors make written disclosures to its Clients of all material conflicts of interest and certain legal or disciplinary events. Such disclosures are provided in PFM's Disclosure Statement delivered to Client together with this Agreement. IV. FINANCIAL ADVISORY COMPENSATION For the services described, PFM's professional fees and expenses shall be paid as follows: 1. For services related to financial planning and policy development the County shall pay PFM $2,500 monthly for unlimited services. 2. For services related to Debt Transaction, (including Bonds but excluding resource recovery) PFM shall receive $1.00 per $1,000 of debt issued with a minimum transaction fee of$25,000 per transaction. For a refunding and competitive issue, PFM's fee will be an additional $7,500 per transaction per service. 3. For services related to Special Services, PFM shall receive an hourly rate as outlined below: 4 HOURLY RATE FEE Managing Director $175.00 Senior Managing Consultant $ 160.00 Managing Consultant $ 150.00 Consultant $ 130.00 Analyst $ 110.00 Clerical No charge Administrative No charge Reimbursable Expense In addition to the above, PFM will be compensated for necessary, reasonable, and documented out-of- pocket expense incurred for travel, meals, lodging as in the amounts authorized by Section 112.061, Florida Statutes, telephone, mail, and other ordinary cost and any actual extraordinary cost for graphics, printing, data processing and computer time which are incurred by PFM. Appropriate documentation will be provided. For services and expenses related to financial planning, PFM will invoice the County monthly. For services related to Debt Transaction the County will be invoiced by PFM upon completion of the transaction to be paid from the proceeds of the financing. The County and the Financial Advisor reserve the right, during the term of this Agreement, to review the method of compensation. PFM shall submit to the County invoices with supporting documentation that are acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. Monroe County's performance and obligations to pay under this contract is contingent upon an annual appropriation by the BOCC V. TERMS AND TERMINATION This agreement shall be for a term of three (3)years commencing retroactively on January 18, 2023 ("Effective Date") and expiring on January 18, 2026 with an option to renew for an additional two (2) year period. A. In the event that PFM shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the PFM. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with PFM should PFM fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination,prior to termination, the COUNTY shall provide PFM with five (5) calendar days' notice and provide the PFM with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the PFM, 5 COUNTY shall pay PFM the sum due the PFM under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to PFM shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon 30 days' notice to PFM. If the COUNTY terminates this agreement with the PFM, COUNTY shall pay PFM the sum due the PFM under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to PFM shall not exceed the spending cap in this Agreement E. For Contracts of any amount, if the County determines that PFM has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1)terminating the Agreement after it has given PFM written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or(2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. F. For Contracts of$1,000,000 or more, if the County determines that PFM submitted a false certification under Section 287.135(5), Florida Statutes, or if the PFM has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1)terminating the Agreement after it has given PFM written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or(2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. VI. ASSIGNABILITY The Financial Advisor- shall not assign any interest in this Agreement or subcontract any of the work performed under the Agreement and shall not transfer any interest in the same without the prior written consent of the County. VIL INFORMATION TO BE FURNISHED TO THE FINANCIAL ADVISOR All information, data, and reports in the possession of the County necessary for carrying out the work to be performed under this Agreement shall be furnished to the Financial Advisor without charge by the County, and the County shall cooperate with the Financial Advisor in every way possible. VIIL NOTICES When either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the parry for whom it is intended, at the place last specified, and the place for giving notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving 6 notice, to-wit: FOR MONROE COUNTY: Mr. Roman Gastesi County Administrator 1100 Simonton St. Key West, FL 33040 FOR THE FINANCIAL ADVISOR: Mr. Sergio Masvidal PFM Financial Advisors LLC 2222 Ponce De Leon Blvd. Third Floor Coral Gables, FL 33134 IX. TITLE TRANSFER The products of this Agreement shall be the sole and exclusive property of the County upon completion or other termination of this Agreement. The Financial Advisor shall deliver to the County copies of any and all material pertaining to the Agreement. X. FINANCIAL ADVISOR'S REPRESENTATIVES A. Assignment of Named Individuals The following named individuals from PFM shall provide the services set forth in this Agreement: Sergio Masvidal, Managing Director - Engagement Manager Nicklas Rocca, Director- Senior Project Support Pedro Varona, Sr. Managing Consultant- Analytical and Technical Support Todd Frazier, CFA, Managing Director and Head of PFM's Pricing Group -Pricing Group B. Changes in Staff Requested by the County The County has the right to request, for any reason, PFM to replace any member of the advisory staff. Should the County make such a request, PFM shall promptly suggest a substitute for approval by the County. XI. INDEMNIFICATION PFM shall defend, indemnify, and hold harmless the County as outlined below. PFM covenants and agrees to indemnify, hold hamlless and defend Monroe County, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death,personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by PFM or any of its subcontractor(s), occasioned by the negligent errors, or other intentionally wrongful acts or omissions of PFM, its subcontractor(s), their officers, employees, servants or agents. In the event that the service is delayed or suspended as a result of PFM' s failure to purchase or maintain the required insurance, PFM shall indemnify the County from any and all increased expenses resulting from such delay. 7 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. XII. FINANCIAL ADVISOR'S REPRESENTATIVES --INSURANCE PFM shall be responsible for all necessary insurance coverage as indicated below. Certificates of Insurance must be provided to Monroe County, with Monroe County BOCC listed as additional insured as indicated prior to the County's execution of the contract. Policies shall be written by companies licensed to do business in the State of Florida and having an agent for service of process in the State of Florida. Companies shall have an A.M. Best rating of A- or better. The required insurance shall be maintained at all times while PFM is providing service to County. Worker' s Compensation Statutory Limits Employers ' Liability Insurance Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $500,000 Bodily Injury by Disease, each employee $500,000 General Liability, including Premises Operation Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Expanded Definition of Property Damage The policy shall provide minimum limits of$500,000 Combined Single Limit. If split limits are provided, the minimum limits acceptable shall be: $300,000 per person $500,000 per occurrence $200,000 property damage Vehicle Liability (non-owned and hired vehicles) $300,000 Combined Single Limit. If split limits are provided, the minimum limits acceptable shall be: $200,000 per person $300,000 per occurrence $200,000 property damage Professional Liability $1,000,000 per Claim $2,000,000 Aggregate Monroe County shall be named as an Additional Insured on the General Liability policy. All insurance policies are not subject to cancellation, nonrenewal, material change, or reduction in coverage unless a minimum of(30) days prior notification is given to the County by the insurer, with the following exception: 8 Professional liability is non-cancellable except for nonpayment of premium. XIII. MAINTENANCE OF RECORD PFM shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each parry to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. XIV. PUBLIC RECORDS COMPLIANCE Pursuant to F.S. 119.0701, PFM and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to the obligation to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized b y law for the duration of the contract term and following completion of the contract if PFM does not transfer the records to the public agency. d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in possession of PFM or keep and maintain public records required by the public agency to perform the service. If PFM transfers all public records to the public agency upon completion of the contract, PFM shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If PFM keeps and maintains public records upon completion of the contract, PFM shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon request from the public agency's custodian of records, in a format that is compatible with the information technology systems of Monroe County. IF PFM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PFM'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305)292-3470, bradley-brian@monroecounty-fl.gov, c/o Monroe County Attorney's Office, 1111 12th St., Suite 408, Key West FL 33040. XV. GOVERNING LAW,VENUE, INTERPRETATION, COSTS,AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and PFM agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and PFM agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. XVL SEVERABILITY If any term, covenant, condition or provision of this Agreement(or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent 9 jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and PFM agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. XVIL ATTORNEY'S FEES AND COSTS The County and PFM agree that in the event any cause of action or administrative proceeding is initiated or defended by any parry relative to the enforcement or interpretation of this Agreement, the prevailing parry shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of- pocket expenses, as an award against the non-prevailing parry, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the 16th Judicial Circuit Court in and for Monroe County. XVIIL BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and PFM and their respective legal representatives, successors, and assigns. XIX. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. XX. CLAIMS FOR FEDERAL OR STATE AID. PFM and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the services provided for here will be provided to the other parry. XXL ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and PFM agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. The County and PFM representatives shall try to resolve the claims or dispute with meet and confer sessions. If the issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions regarding termination or cancellation of this agreement. XXIL NONDISCRIMINATION. County and PFM agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. PFM and County agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) 10 Section 504 of the Rehabilitation Act of 1973, as amended(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIH of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. XXIIL COOPERATION. In the event any administrative or legal proceeding is instituted against either parry relating to the formation, execution,performance, or breach of this Agreement, County and PFM agree to participate, to the extent required by the other parry, in all proceedings, hearings,processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and PFM specifically agree that no parry to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. XXIV. COVENANT OF NO INTEREST. County and PFM covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. XXV. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment, or contractual relationship; and disclosure or use of certain information. XXVI. NO SOLICITATION/PAYMENT. The County and PFM warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, PFM agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission,percentage, gift, or consideration. XXVIL PUBLIC ACCESS. 11 The County and PFM shall allow and permit reasonable access to, and inspection of, all documents,papers, letters, or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and PFM in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by PFM. XXVIIL NON-WAIVER OF IMMUNITY. Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the County and PFM in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. XXIX. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. XXX. LEGAL OBLIGATIONS AND RESPONSIBILITIES: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law XXXL NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and PFM agree that neither the County nor PFM or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. XXXIL ATTESTATIONS. PFM agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. PFM affirms the following: PUBLIC ENTITY CRIME STATEMENT. Pursuant to Section 287.133 F.S., A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid,proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid,proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on 12 leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Ethics Clause: In accordance with Section 5(b) Monroe County Ordinance No. 010-1990, PFM warrants that it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission,percentage, gift, or consideration paid to the former County officer or employee. XXXIIL No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe County in his or her individual capacity, and no member, officer, agent, or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. XXXIV. E-Verify System. In accordance with F.S. 448.095, PFM and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by PFM during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. PFM shall comply with and be subject to the provisions of F.S. 448.095 XXXV. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. XXXVI. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be use d in the interpretation of any provision of this Agreement. Remainder of Page Blank 13 1 ' IN WITNESS THEREOF, the County and Financial Advisor have executed this Agreement as indicated below, MONK: , OUNTY, LORIDA PFM FINANCIAL ADVISORS LLC • Mayo Cates Sergio Masvidal, Managing Director 21 i'5170Z3 1/30/2023 Date Date CLERK: KEVIN MADOK T: L01)4 �C;f JeJY✓ tti cAa t F�ti:r 44 ye lerk 'T `ey, ,.s✓S IT 4.40 ,Mc • .u1. 14 h01313YING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. O1Q-1S90 KAONROE COUNTY, FLORIDA ETHICS CLAUSE ^PFM Financial Advisors LLC (Company) ^...warrants that he/it has not ennp|oyed, retained or otherwise had ant on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1980 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its diecretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise naoowsr, the full amount of any f8e, commission, permsntage. Qht, or consideration paid to the former County officer oremp|oyee." ^ (Signature)Sergio xoasvma/, xxenagmg Director Date: January 30 2023 STATE OF: Florida COUNTY OF: Miami-Dade Subscribed and sworn to (or affirmed) before me, by means of physical presence or [] online notarization, on January 3O. 2D23 (date) by Sergio K8asvida[ Managing Director (name ofaMiunt),��-�-he is �� personally known tomeor has produced N/4 (type of identification) esidentification. ��'A Notary Public-State of Florida Bonded through National Notary Assn. My Commission Expires: November 11 2024 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name OfBusiness) 1, Publish a statement notifying employees that the unlawful manufociupo, diptribudon, d|Sp8DG|Og. pOSS8SSiOn. or use of controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining e drug-free vvorkp|goe, any available drug counoe|ing, rehabi|itation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations, 3, Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4� In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or no|o nontenderm to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance |avv of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community. or any employee who issoconvicted, O. Make a good faith effort to continue to maintain o drug-free workplace through implementation of this section. As the person authorized to sign the statement, | certify that this firm complies fully with the above requirements. - ~ — (Signature)Sergio PWaev/d |. Managing Director Dote: January 3O` 2O23 STATE OF: Florida COUNTY OF: Miami-Dade Subscribed and sworn to (or affirmed) before me, by means of [� physical presence or [] online notarization, on January 3O. 2O23 -(date) by Sergio Masvidal, Managing Director (name ofaffiant)����—heis personally known Lo ~�~�. me or has produced N/A (type of identification) as identification. state of Florida Notary Public-state of Florida My Commission Expires: November 11. 2024 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under e contract with any public entitv, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of36 months from the date of being placed on the convicted vendor |iot." Sergio manvmo/ Managing Director/ | have read the above and state that neither ppm Financial Advisors uc (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature) Sergio Masvidal.Man�eging Director [}eha: January 30. 2O23 Florida COUNTY CDUNTY (]F: Miami-Dade Subscribed and sworn to (or offimnmd) before me, by means of 2 physical presence or O online notarization. on January 30, 2023 (date) by Sergio Masvidal, Managing Director (name ofaffient).CDShe is personally known to me or has produced (type of identification) as identification. Notary Public-state of Florida NOTARY PUBLIC Cynthia Silva J] ��y <�onomissionExpires: Nov�rnb�r11. �U24 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Respondent Vendor Name: PFM Financial Advisors LLC Vendor FEIN: 81-1642787 Vendor's Authorized Representative Name and Title: Sergio Masvidal,Managing Director Address:2222 Ponce De Leon,3rd Floor City: Coral Gables State: FL Zip: 33134 Phone Number: 786.671.7480 Email Address: masvidals@pfm.com Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized. Companies with Activities in Sudan List or the Scrutinized. Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified. above in the Section entitled"Respondent Vendor Name" is not listed on the Scrutinized. Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized.Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135,Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized.Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized. Companies with Activities in Sudan List or the Scrutinized. Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified.By: Sergio Masvidal who is authorized to sign on behalf of the above reference company. Authorized Signature. w ° 11 Print Name:Ser&-ndsvidal Title:Managing Director Note: The List are available at the following Department of Management Services Site: httl ://rvw v.dn sjny4 glida.com/h q s i p e..s,`_.,csperaticns/state u c]]��iElLvc��cgL..ii.if rm� ,it;loll/coma ic�ted SUS pg-,®did _cl,scr inato�atcrcy_�,can�els�a,j;pts ve��ch�rr lists 711/30/2022 E(MM/DD/YYYY) ACCORD® CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Brian RDzynSki Crystal IBC, LLC PHONE FAX 32 Old Slip 29th FI A/c No Ext: 212-504-1882 A/C,No E-MNew York NY 10005 ADDRESS: brian.rozynski@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# License#:BR-1359321 INSURERA: Lloyd's Syndicate 1084(Chauce 0 INSURED PFMIILL-01 INSURERB:AXIS Surplus Insurance Company 26620 PFM Financial Advisors LLC 1735 Market Street, 42nd Floor INSURERC: Philadelphia PA 19103 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1306205046 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIREDwwr� AUTOS ONLY AUOTOS ONLY 'IrRIV"4 PeOr acdenDAMAGE $ UMBRELLALIAB OCCUR """ 9 . 3 AGGREGATE $ EACH OCCURRENCE $ -I EXCESS LAB CLAIMS-MADE DED RETENTION$ Y PER OTH- $ WORKERS COMPENSATION WAPM WA AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability(E&O) HMPL22-0291 12/7/2022 12/7/2023 Limit of Liability: $5,000,000 B E N N604632 12/7/2022 12/7/2023 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of coverage only. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County ACCORDANCE WITH THE POLICY PROVISIONS. Board of County Commissioners 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD PFMIILL-01 JBOLAN132 ACORO"° CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D2YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#BR-1359321 CONTACT Janice Boland NAME: Alliant Insurance Services,Inc PHONE FAX 32 Old Slip 29th FI (A/C,No,Ext):(212)603-0202 (A/C,No): New York,NY 10005 E-MAIL Janice.Boland@alliant.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Valley Forge Insurance Company 20508 INSURED INSURER B:Continental Insurance Company 35289 PFM Financial Advisors,LLC INSURER C 1735 Market Street,42nd Floor INSURER D Philadelphia, PA 19103 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 7018019790 12/7/2022 12/7/2023 DAMAGE TO RENTED 1,000,000 X X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY� PEA X 2,000,000� LOC PRODUCTS-COMP/OPAGG $ OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO 7018019806 12/7/2022 12/7/2023 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 20,000,000 EXCESS LIAB CLAIMS-MADE 7018019840 12/7/2022 12/7/2023 AGGREGATE $ 20,000,000 DED X RETENTION$ 0 $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER v/N 7018019823 1/1/2023 1/1/2024 1,000,000 ANY PROPRIETOR/ R/EXECUTIVE ❑ E.L.EACH ACCIDENT $ EXCLUDED? OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) General Liability-Additional Insured,Primary and Non-Contributory,Waiver of Subrogation included per written contract or agreement 30 Day Notice of Cancellation applies/10 Day Notice for Non Payment By 9 23 _. -, ., CERTIFICATE HOLDER CANCELLATION ) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County, of Count Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y Y ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040-0000 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured -Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury—Discrimination or Humiliation 16. Personal And Advertising Injury-Limited Contractual Liability 0 17. Property Damage-Elevators 18. Supplementary Payments 0 0 19. Unintentional Failure To Disclose Hazards 0 0 0 20. Waiver of Subrogation—Blanket CNA75102XX(1-15) Policy No: 7018019790 Page 1 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA75102XX(1-15) Policy No: 7018019790 Page 2 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which 0 this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk 0 vaults, street banners, or decorations and similar exposures; or N b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA75102XX(1-15) Policy No: 7018019790 Page 3 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; If. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or If. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. CNA75102XX(1-15) Policy No: 7018019790 Page 4 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products-completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own 0 insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to 0 such person or organization is excess of any other insurance available to such person or organization. 0 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a CNA75102XX(1-15) Policy No: 7018019790 Page 5 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which the First Named Insured has management control directly or indirectly: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of: the Board of Directors of a corporation; the management committee members of a joint venture; the management board of a limited liability company; the general partners of a limited partnership; or the partnership managers of a general partnership. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership CNA75102XX(1-15) Policy No: 7018019790 Page 6 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A— Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: 0 s i. add the following to the Employers Liability exclusion: 0 This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: CNA75102XX(1-15) Policy No: 7018019790 Page 7 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; CNA75102XX(1-15) Policy No: 7018019790 Page 8 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement iii. amend the definition of Insured to: a. add the following: • a Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 0 0 10. JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES 0 0 0 WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to the conduct of any current or past partnership,joint venture or limited liability company in which a Named Insured's interest does/did not rise to the level of management control, except that if the Named Insured was a joint venturer, partner, or member of such an entity, and such entity terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. CNA75102XX(1-15) Policy No: 7018019790 Page 9 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replaced it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $1,000,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: or (2) the amount shown in the Declarations for Medical Expense Limit. CNA75102XX(1-15) Policy No: 7018019790 Page 10 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: 0 • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled 0 Exclusions is amended to: 0 0 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: 0 0 This insurance does not apply to: Knowing Violation of Rights of Another _ Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. CNA75102XX(1-15) Policy No: 7018019790 Page 11 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSUREDS of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. CNA75102XX(1-15) Policy No: 7018019790 Page 12 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS 0 The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. 0 limit; and 0 B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 20. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. CNA75102XX(1-15) Policy No: 7018019790 Page 13 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Financial Services - General Liability Extension Endorsement However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75102XX(1-15) Policy No: 7018019790 Page 14 of 14 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Insured Name: PFM I I, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice(other than for nonpayment of premium): 30 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: PER SCHEDULE ON FILE Address: PER SCHEDULE ON FILE PER SCHEDULE ON FILE XX 00000 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. 0 0 0 0 N O O O All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX(1-15) Policy No: 7018019790 Page 1 of 1 Endorsement No: 40 VALLEY FORGE INSURANCE COMPANY Copyright CNA All Rights Reserved.