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HomeMy WebLinkAboutStaff Report 13724 City of Palo Alto (ID # 13724) City Council Staff Report Meeting Date: 12/6/2021 City of Palo Alto Page 1 Title: Approval of contract with Life Insurance Company of North America (CIGNA) for Underwriting of the City of Palo Alto’s Group Life, Accidental Death and Dismemberment (AD&D), and Long Term Disability Insurance (LTD) Plans for Up to Three Years for a total not to exceed $1,920,000. From: City Manager Lead Department: Human Resources Recommended Motion Staff recommends that Council approve and authorize the City Manager to execute the attached contract with Life Insurance Company of North America (CIGNA) for an amount up to $1,920,000 for a three-year term to provide group life, accidental death and dismemberment (AD&D) and long-term disability (LTD) insurance benefits for eligible City of Palo Alto employees. OBJECTIVE The purpose of this staff report is to provide Council a review of the recent Request for Proposal (RFP) results for Group Life Insurance, Long-term Disability (LTD) Insurance and Accidental Death and Dismemberment (AD&D) insurance. BACKGROUND As part of the employee benefits package the City of Palo Alto contracts with a third-party vendor to provide Basic Life Insurance, Long-Term Disability (LTD) and Accidental Death and Dismemberment (AD&D) insurance. Existing agreements with City employee bargaining units provide for maintaining these standard benefit policies. A summary of the plans is shown in Attachment A. The work to be performed under this contract is for underwriting the City’s group Life Insurance, AD&D, and LTD benefits. While the City pays for basic life insurance coverage for its employees, employees can choose to purchase an additional supplemental life insurance plan. For LTD, employees contribute to participate in the LTD plan. The prior Request for Proposal (RFP) for underwriting the Life, AD&D, and LTD insurance policies was conducted in 2015. That process resulted in staff selecting CIGNA due to cost savings. SOLICITATION PROCESS A request for proposals (RFP) was issued by the City’s benefit broker on behalf of the City. Seven insurance companies were notified of the formal solicitation, which posted for 14 days and closed on March 5, 2021. The RFP process was managed by the City’s benefit broker in partnership with Human Resources and Procurement team. Staff reviewed and approved the solicitation documents and 4 Packet Pg. 12 City of Palo Alto Page 2 processes, prior to posting the solicitation, to ensure City procurement criteria were met. The solicitation was also reviewed at key milestones during the process. As a result of the solicitation, six proposals were received from The Hartford, Unum, Prudential, The Standard, Voya and CIGNA. Human Resources staff reviewed the proposals with the assistance of the City’s benefit broker relative to the following criteria: plan administration, cost, claims paying administration, knowledge of and experience working with public agencies, customer service capabilities, statistical reports, ease of implementation, ability to provide desired program design and competitive pricing. CIGNA was chosen due to its ability to provide the City with a 14.5% cost reduction equivalent to a savings of approximately $108,000 annually, continuation of benefits, track record of accuracy, knowledge working with public sectors clients, administrative ease and continued satisfactory customer service. RESOURCE IMPACT Funds for group life, AD&D, and LTD insurance are included in the FY 2022 Adopted Budget in the General Benefits Fund operating budget. Funds for future years will be factored into the development of the FY 2023 and FY 2024 operating budgets. The rates for group life, AD&D, and LTD insurance policies are based on the number of City employees, and on the current salary of employees. With a three-year rate guarantee, the annual rate would not increase in years two (2) and three (3), however, the total annual premium for group life and AD&D will vary based on changes to employee salaries. With employees contributing to participate in the Supplement Life Insurance plan and LTD plan, approximately 50% of the cost of this contract amount will come from payroll deductions. Attachments: • Attachment4.a: Attachment A - Plan Summary • Attachment4.b: Attachment B_ Contract No. C22183900_Cigna Proposal Description/Number RFP (via Broker) for provisions of LIFE, AD&D, and LTD Services Proposed Length of Project 3 years Number of RFP Notifications 7 vendors Total Days to Respond to RFP 14 days Pre-Proposal Meeting None Number of Proposals Received 6 proposals Range of cost proposals submitted $543,537 - $708,392 annually 4 Packet Pg. 13 Attachment A Plan Description Basic Term Life Insurance & Accidental Death and Dismemberment (AD&D) insurance Basic Term Life 1x Annual Compensation to a maximum of $325,000. Basic AD&D Benefit 1x Annual Compensation to a maximum of $325,000. Long-term Disability (LTD) Insurance Option 1 - Replaces 66.67% of the annual earnings to a maximum of $4,000 per month after 60 day waiting period. Option 2 - Replaces 60% of the annual earnings to a maximum of $1,800 per month after 60 day waiting period. Option 3 - Replaces 66.67% of the annual earnings to a maximum of $10,000 per month after 60 day waiting period. 4.a Packet Pg. 14 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 CITY OF PALO ALTO CONTRACT NO. C22183900 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND LIFE INSURANCE COMPANY OF NORTH AMERICA, A WHOLLY OWNED SUBSIDIARY OF THE CIGNA CORPORATION This Agreement for Professional Services (this “Agreement”) is entered into as of the 6th day of December, 2021 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and LIFE INSURANCE COMPANY OF NORTH AMERICA, A WHOLLY OWNED SUBSIDIARY OF THE CIGNA CORPORATION located at located at 1601 Chestnut Street, Philadelphia, PA 19192 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to provide for its employees Group Life, Accidental Death and Dismemberment (AD&D), and Long Term Disability Insurance (LTD) (the “Project”) and desires to engage a consultant to underwrite these insurance benefits in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 15 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Million Nine Hundred Twenty Thousand Dollars ($1,920,000.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 16 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Terri Prince as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 17 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 CITY’s Project Manager is Angelica Jimenez, Human Resources Department, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: (650) 329-2454. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 18 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 19 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 20 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 21 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 (b)Goods purchased by CONSULTANT on behalf of CITY shall be purchased inaccordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c)Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract;(2)is for a public works construction project of $25,000 or less, per CaliforniaLabor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3)is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 22 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 23 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1: BASIC & VOLUNTARY LIFE INSURANCE POLICY DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 24 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 EXHIBIT A-2: BASIC & VOLUNTARY AD&D LIFE INSURANCE POLICY EXHIBIT A-3: LONG TERM DISABILITY INSURANCE POLICY EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 25 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 CONTRACT No. S22183900 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee CONSULTANT LIFE INSURANCE COMPANY OF NORTH AMERICA, A WHOLLY OWNED SUBSIDIARY OF THE CIGNA CORPORATION Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA Vice President of UW Amy K. Guinan Lauren Bradley Corporate Vice President of UW 4.b Packet Pg. 26 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. CONSULTANT shall provide employees of CITY: BASIC AND VOLUNTARY LIFE INSURANCE, BASIC & VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT (AD&D) and LONG TERM DISABILITY LIFE INSURANCE (LTD) plans. CONSULTANT shall administer the above named insurance benefits in accordance of the policies provided in this Agreement and attached as EXHIBITS “A-1”, “A-2” & “A-3”. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 27 CALIFORNIA LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION ACT SUMMARY DOCUMENT AND DISCLAIMER Residents of California who purchase life and health insurance and annuities should know that the insurance companies licensed in this state to write these types of insurance are members of the California Life and Health Insurance Guaranty Association. The purpose of this Association is to assure that policyholders will be protected, within limits, in the unlikely event that a member insurer becomes financially unable to meet its obligations. If this should happen, the Association will assess its other member insurance companies for the money to pay the claims of insured persons who live in this state and, in some cases, to keep coverage in force. The valuable extra protection provided through the Association is not unlimited, as noted in the box below, and is not a substitute for consumers' care in selecting well managed and financially stable insurers. The California Life and Health Insurance Guaranty Association may not provide coverage for this insurance. If coverage is provided, it may be subject to substantial limitations or exclusions, and require continued residency in the state. You should not rely on coverage by the Association in selecting an insurance company or in selecting an insurance policy. Coverage is NOT provided for your insurance or any portion of it that is not guaranteed by the Insurer or for which you have assumed the risk, such as a variable contract sold by prospectus. Insurance companies or their agents are required by law to give or send you this notice. However, insurance companies and their agents are prohibited by law from using the existence of the Association to induce you to purchase any kind of insurance policy. If you have additional questions, you should first contact your insurer or agent and then may contact: California Life and Health OR Consumer Service Division Insurance Guaranty Association California Department of Insurance P.O. Box 16860 300 South Spring Street Beverly Hills, CA 90209 Los Angeles, CA 90013 Below is a brief summary of this law's coverages, exclusions and limits. This summary does not cover all provisions of the law; nor does it in any way change anyone's rights or obligations under the Act or the rights or obligations of the Association. EXHIBIT "A-1" BASIC & VOLUNTARY LIFE INSURANCE POLICYDocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 28 COVERAGE Generally, individuals will be protected by the California Life and Health Insurance Guaranty Association if they live in this state and hold a life or health insurance contract, or an annuity, or if they are insured under a group insurance contract, issued by a member insurer. The beneficiaries, payees or assignees of insured persons are protected as well, even if they live in another state. EXCLUSIONS FROM COVERAGE However, persons holding such policies are not protected by this Association if: their insurer was not authorized to do business in this state when it issued the policy or contract; their policy was issued by a health care service plan (HMO), Blue Cross, Blue Shield, a charitable organization, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment company, an insurance exchange, or a grants and annuities society; they are eligible for protection under the laws of another state. This may occur when the insolvent insurer was incorporated in another state whose Guaranty Association protects insureds who live outside that state. The Association also does not provide coverage for: unallocated annuity contracts; that is, contracts which are not issued to and owned by an individual and which guarantee rights to group contract holders, not individuals; employer and association plans to the extent they are self-funded or uninsured; synthetic guaranteed interest contracts; any policy or portion of a policy which is not guaranteed by the insurer or for which the individual has assumed the risk, such as a variable contract sold by prospectus; any policy of reinsurance unless an assumption certificate was issued; interest rate yields that exceed an average rate; and any portion of a contract that provides dividends or experience rating credits. LIMITS ON AMOUNT OF COVERAGE The Act limits the Association to pay benefits as follows: Life and Annuity Benefits 80% of what the life insurance company would owe under a life policy or annuity contract up to $100,000 in cash surrender values; $100,000 in present value of annuities; or $250,000 in life insurance death benefits. A maximum of $250,000 for any one insured life no matter how many policies and contracts there were with the same company, even if the policies provided different types of coverages. Health Benefits A maximum of $200,000 of the contractual obligations that the health insurance company would owe were it not insolvent. The maximum may increase or decrease annually based upon changes in the health care cost component of the consumer price index. PREMIUM SURCHARGE Member insurers are required to recoup assessments paid to the Association by way of a surcharge on premiums charged for health insurance policies to which the act applies. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 29 NOTICE Benefits paid under the Accelerated Benefits provision will reduce the Death Benefit payable for life insurance. Benefits payable under the Accelerated Benefits provision may be taxable. If so, the Employee or the Employee's beneficiary may incur a tax obligation. As with all tax matters, an Employee should consult with a personal tax advisor to assess the impact of this benefit. Accelerated Benefits are not payable if life insurance coverage under the Policy is not in force. TL-004788 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 30 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 31 LIFE INSURANCE COMPANY OF NORTH AMERICA 1601 CHESTNUT STREET GROUP POLICY PHILADELPHIA, PA 19192-2235 (800) 732-1603 TDD (800) 552-5744 A STOCK INSURANCE COMPANY POLICYHOLDER: SUBSCRIBER: POLICY NUMBER: POLICY EFFECTIVE DATE: POLICY ANNIVERSARY DATE: TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY City of Palo Alto FLX-962659 January 1 January 1 This Policy describes the terms and conditions of coverage. It is issued in Delaware and shall be governed by its laws. The Policy goes into effect on the Policy Effective Date, 12:01 a.m. at the Policyholder's address. In return for the required premium, the Insurance Company and the Policyholder have agreed to all the terms of this Policy. Deborah Young, Corporate Secretary Karen S. Rohan, President TL-004700 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 32 TABLE OF CONTENTS SCHEDULE OF BENEFITS........................................................................................................................1 SCHEDULE OF BENEFITS FOR CLASS 1...............................................................................................2 SCHEDULE OF BENEFITS FOR CLASS 2...............................................................................................5 SCHEDULE OF BENEFITS FOR CLASS 3...............................................................................................2 ELIGIBILITY FOR INSURANCE ..............................................................................................................2 ENROLLING FOR INSURANCE...............................................................................................................2 EFFECTIVE DATE OF INSURANCE........................................................................................................2 TERMINATION OF INSURANCE.............................................................................................................3 CONTINUATION OF INSURANCE..........................................................................................................3 LIFE INSURANCE BENEFITS...................................................................................................................6 LIFE INSURANCE EXCLUSIONS ............................................................................................................8 CLAIM PROVISIONS.................................................................................................................................8 ADMINISTRATIVE PROVISIONS..........................................................................................................10 SCHEDULE OF RATES............................................................................................................................12 GENERAL PROVISIONS .........................................................................................................................13 DEFINITIONS............................................................................................................................................14 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 33 1 SCHEDULE OF BENEFITS Premium Due Date: The last day of each month Classes of Eligible Employees On the pages following the definition of eligible employees there is a Schedule of Benefits for each Class of Eligible Employees listed below. For an explanation of these benefits, please see the Description of Benefits provision. If an Employee is eligible under one Class of Eligible Employees and later becomes eligible under a different Class of Eligible Employees, changes in his or her insurance due to the class change will be effective on the first of the month following the change in class. Class 1 All active Full-time Employees of the Employer, regularly working a minimum of 20 hours per week excluding Employees who are classified as Management. Class 2 All active Full-time Employees of the Employer, regularly working a minimum of 20 hours per week who are classified as Management. Class 3 All active employees as defined under the prior carrier policy number 643835 and on file with the Insurance Company. (Closed Class) DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 34 2 SCHEDULE OF BENEFITS FOR CLASS 1 Eligibility Waiting Period The Eligibility Waiting Period is the period of time the Employee must be in Active Service to be eligible for coverage. It will be extended by the number of days the Employee is not in Active Service. For Employees hired on or before the Policy Effective Date: No Waiting Period. For Employees hired after the Policy Effective Date: No Waiting Period. LIFE INSURANCE BENEFITS Employee Benefits Basic Benefit 1 times Annual Compensation rounded to the next higher $1,000, if not already a multiple thereof. Guaranteed Issue Amount: the lesser of 1 times Annual Compensation or $325,000 Maximum Benefit: the lesser of 1 times Annual Compensation or $325,000 Voluntary Benefit 1 times Annual Compensation rounded to the next higher $1,000, if not already a multiple thereof. Guaranteed Issue Amount: the lesser of 1 times Annual Compensation or $325,000 Maximum Benefit: the lesser of 1 times Annual Compensation or $325,000 Age Based Reductions Life Insurance Benefit for an Employee age 70 and over will reduce to: 65% of the Life Insurance Benefit at age 70 50% of the Life Insurance Benefit at age 75 Continuation Options For Layoff Maximum Benefit Period: Coverage continues through the end of the month in which the layoff begins For Leave of Absence Maximum Benefit Period: Coverage continues through the end of the month in which the leave of absence begins For Family Medical Leave Maximum Benefit Period: 12 weeks For Disability for Employees over Age 60 Maximum Benefit Period: 12 months Applicable Coverages: Life Insurance Benefits for the Employee Extended Death Benefit with Waiver of Premium Extended Death Benefit Applicable Coverages Life Insurance Benefits for the Employee DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 35 3 Waiver of Premium Waiver Waiting Period 9 months from the date the Employee's Active Service ends Maximum Benefit Period To Age 65 Applicable Coverages Life Insurance Benefits for the Employee Portability Options For Employees See the Former Employee sections in this Schedule of Benefits for the amounts of insurance an Insured is eligible to continue under this option. Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $500,000. Automatic Increase Feature If an Employee’s Voluntary Life Insurance Benefit is based on Annual Compensation, it will automatically increase. The amount of the increase may be up to 25% of the Employee’s previous salary but not more than $25,000. It will automatically increase, subject to the conditions below. Conditions for Automatic Increase: 1. the Employer provides the Insurance Company with the required notice of an increase in Annual Compensation; and 2. the Employee is in Active Service on the effective date of the increase. If an Employee is not in Active Service on that date, his or her benefit will not increase until he or she returns to Active Service. The Employee may stop the Automatic Increase Feature at any time. If an Employee stops the feature, it may not be restarted at a later date. TL-004736-1 Re-solicitation Period During a Re-solicitation Period, an Employee currently insured under the Voluntary Life Insurance portion of this Policy may increase his or her Voluntary Life Insurance Benefits, and an Employee who is eligible for the Voluntary Life Insurance portion of this Policy but who has not previously enrolled may become insured under the Policy, by satisfying the Insurability Requirement. An Employee’s insurance will be effective on the date the Insurance Company agrees in writing to insure the Employee. An Employee may reduce Insurance Benefits at any time. A request for a Benefit reduction received during a Re-solicitation Period will become effective on the Policy Anniversary following the Re- solicitation Period. Any other Benefit reduction will be effective on the date the Insurance Company receives the completed change form. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 36 4 Former Employee Benefits Amount of Insurance An amount elected subject to the Maximum Benefit amount for Life Insurance Benefits allowable to an Employee, less any amount of conversion insurance issued under the Conversion Privilege for Life Insurance. Any amount elected in excess of the Life Insurance Benefits in effect on the date he or she no longer qualifies as an Employee will be effective on the date the Insurance Company agrees in writing to insure him or her. The Maximum Benefit for Basic Life Insurance Benefits is $50,000. Maximum Benefit Period To Age 70 Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $500,000. TL-004774 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 37 5 SCHEDULE OF BENEFITS FOR CLASS 2 Eligibility Waiting Period The Eligibility Waiting Period is the period of time the Employee must be in Active Service to be eligible for coverage. It will be extended by the number of days the Employee is not in Active Service. For Employees hired on or before the Policy Effective Date: No Waiting Period. For Employees hired after the Policy Effective Date: No Waiting Period. LIFE INSURANCE BENEFITS Employee Benefits Basic Benefit 1 times Annual Compensation rounded to the next higher $1,000, if not already a multiple thereof. Guaranteed Issue Amount: the lesser of 1 times Annual Compensation or $325,000 Maximum Benefit: the lesser of 1 times Annual Compensation or $325,000 Voluntary Benefit 1 or 2 times Annual Compensation rounded to the next higher $1,000, if not already a multiple thereof. Guaranteed Issue Amount: the lesser of 2 times Annual Compensation or $325,000 Maximum Benefit: the lesser of 2 times Annual Compensation or $325,000 Age Based Reductions Life Insurance Benefit for an Employee age 70 and over will reduce to: 65% of the Life Insurance Benefit at age 70 50% of the Life Insurance Benefit at age 75 Continuation Options For Layoff Maximum Benefit Period: Coverage continues through the end of the month in which the layoff begins For Leave of Absence Maximum Benefit Period: Coverage continues through the end of the month in which the leave of absence begins For Family Medical Leave Maximum Benefit Period: 12 weeks For Disability for Employees over Age 60 Maximum Benefit Period: 12 months Applicable Coverages: Life Insurance Benefits for the Employee Extended Death Benefit with Waiver of Premium Extended Death Benefit Applicable Coverages Life Insurance Benefits for the Employee DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 38 6 Waiver of Premium Waiver Waiting Period 9 months from the date the Employee's Active Service ends Maximum Benefit Period To Age 65 Applicable Coverages Life Insurance Benefits for the Employee Portability Options For Employees See the Former Employee sections in this Schedule of Benefits for the amounts of insurance an Insured is eligible to continue under this option. Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $500,000. Automatic Increase Feature If an Employee’s Voluntary Life Insurance Benefit is based on Annual Compensation, it will automatically increase. The amount of the increase may be up to 25% of the Employee’s previous salary but not more than $25,000. It will automatically increase, subject to the conditions below. Conditions for Automatic Increase: 1. the Employer provides the Insurance Company with the required notice of an increase in Annual Compensation; and 2. the Employee is in Active Service on the effective date of the increase. If an Employee is not in Active Service on that date, his or her benefit will not increase until he or she returns to Active Service. The Employee may stop the Automatic Increase Feature at any time. If an Employee stops the feature, it may not be restarted at a later date. TL-004736-1 Re-solicitation Period During a Re-solicitation Period, an Employee currently insured under the Voluntary Life Insurance portion of this Policy may increase his or her Voluntary Life Insurance Benefits, and an Employee who is eligible for the Voluntary Life Insurance portion of this Policy but who has not previously enrolled may become insured under the Policy, by satisfying the Insurability Requirement. An Employee’s insurance will be effective on the date the Insurance Company agrees in writing to insure the Employee. An Employee may reduce Insurance Benefits at any time. A request for a Benefit reduction received during a Re-solicitation Period will become effective on the Policy Anniversary following the Re- solicitation Period. Any other Benefit reduction will be effective on the date the Insurance Company receives the completed change form. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 39 1 Former Employee Benefits Amount of Insurance An amount elected subject to the Maximum Benefit amount for Life Insurance Benefits allowable to an Employee, less any amount of conversion insurance issued under the Conversion Privilege for Life Insurance. Any amount elected in excess of the Life Insurance Benefits in effect on the date he or she no longer qualifies as an Employee will be effective on the date the Insurance Company agrees in writing to insure him or her. The Maximum Benefit for Basic Life Insurance Benefits is $50,000. Maximum Benefit Period To Age 70 Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $500,000. TL-004774 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 40 2 SCHEDULE OF BENEFITS FOR CLASS 3 Eligibility Waiting Period The Eligibility Waiting Period is the period of time the Employee must be in Active Service to be eligible for coverage. It will be extended by the number of days the Employee is not in Active Service. For Employees hired on or before the Policy Effective Date: No Waiting Period. For Employees hired after the Policy Effective Date: No Waiting Period. LIFE INSURANCE BENEFITS Employee Benefits Basic Benefit 1 times Annual Compensation rounded to the next higher $1,000, if not already a multiple thereof. Guaranteed Issue Amount: the lesser of 1 times Annual Compensation or $325,000 Maximum Benefit: the lesser of 1 times Annual Compensation or $325,000 Voluntary Benefit 1 or 2 times Annual Compensation rounded to the next higher $1,000, if not already a multiple thereof. Guaranteed Issue Amount: the greater of a) or b) below: a)the lesser of 2 times Annual Compensation or $325,000, or b)an amount equal to the Life Insurance Benefit in effect on the termination date of the Prior Plan Maximum Benefit: the lesser of 2 times Annual Compensation or $325,000 Age Based Reductions Life Insurance Benefit for an Employee age 70 and over will reduce to: 65% of the Life Insurance Benefit at age 70 50% of the Life Insurance Benefit at age 75 Continuation Options For Layoff Maximum Benefit Period: Coverage continues through the end of the month in which the layoff begins For Leave of Absence Maximum Benefit Period: Coverage continues through the end of the month in which the leave of absence begins For Family Medical Leave Maximum Benefit Period: 12 weeks For Disability for Employees over Age 60 Maximum Benefit Period: 12 months Applicable Coverages: Life Insurance Benefits for the Employee DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 41 3 Extended Death Benefit with Waiver of Premium Extended Death Benefit Applicable Coverages Life Insurance Benefits for the Employee Waiver of Premium Waiver Waiting Period 9 months from the date the Employee's Active Service ends Maximum Benefit Period To Age 65 Applicable Coverages Life Insurance Benefits for the Employee Portability Options For Employees See the Former Employee sections in this Schedule of Benefits for the amounts of insurance an Insured is eligible to continue under this option. Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $500,000. Automatic Increase Feature If an Employee’s Voluntary Life Insurance Benefit is based on Annual Compensation, it will automatically increase. The amount of the increase may be up to 25% of the Employee’s previous salary but not more than $25,000. It will automatically increase, subject to the conditions below. Conditions for Automatic Increase: 1. the Employer provides the Insurance Company with the required notice of an increase in Annual Compensation; and 2.the Employee is in Active Service on the effective date of the increase. If an Employee is not in Active Service on that date, his or her benefit will not increase until he or she returns to Active Service. The Employee may stop the Automatic Increase Feature at any time. If an Employee stops the feature, it may not be restarted at a later date. TL-004736-1 Re-solicitation Period During a Re-solicitation Period, an Employee currently insured under the Voluntary Life Insurance portion of this Policy may increase his or her Voluntary Life Insurance Benefits, and an Employee who is eligible for the Voluntary Life Insurance portion of this Policy but who has not previously enrolled may become insured under the Policy, by satisfying the Insurability Requirement. An Employee’s insurance will be effective on the date the Insurance Company agrees in writing to insure the Employee. An Employee may reduce Insurance Benefits at any time. A request for a Benefit reduction received during a Re-solicitation Period will become effective on the Policy Anniversary following the Re- solicitation Period. Any other Benefit reduction will be effective on the date the Insurance Company receives the completed change form. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 42 1 Former Employee Benefits Amount of Insurance An amount elected subject to the Maximum Benefit amount for Life Insurance Benefits allowable to an Employee, less any amount of conversion insurance issued under the Conversion Privilege for Life Insurance. Any amount elected in excess of the Life Insurance Benefits in effect on the date he or she no longer qualifies as an Employee will be effective on the date the Insurance Company agrees in writing to insure him or her. The Maximum Benefit for Basic Life Insurance Benefits is $50,000. Maximum Benefit Period To Age 70 Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $500,000. TL-004774 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 43 2 ELIGIBILITY FOR INSURANCE Classes of Eligible Persons A person may be insured only once under the Basic Life portion of the Policy even though he or she may be eligible under more than one class. A person may also be insured only once under the Voluntary Life portion of the Policy as an Employee, even though he or she may be eligible under more than one class. Employee An Employee in one of the Classes of Eligible Employees shown in the Schedule of Benefits is eligible to be insured on the Policy Effective Date or the day after he or she completes the applicable Eligibility Waiting Period, if later. If a person has previously converted his or her insurance under the Policy, he or she will not become eligible until the converted policy is surrendered. This does not apply to any amount of insurance that was previously converted under the Policy due to a reduction in the Employee's Life Insurance Benefits based on age or a change in class unless those conditions no longer affect the amount of coverage available to the Employee. Except as noted in the Reinstatement Provision, if an Employee terminates coverage and later wishes to reapply, or if a former Employee is rehired, a new Eligibility Waiting Period must be satisfied. An Employee is not required to satisfy a new Eligibility Waiting Period if insurance ends because he or she is no longer in a Class of Eligible Employees, but continues to be employed by the Employer, and within one year becomes a member of an eligible class. TL-004710 ENROLLING FOR INSURANCE Initial Open Enrollment During the Initial Open Enrollment Period, an Employee who was insured, or who was eligible to be insured, under the Prior Plan may become insured under the Voluntary Life Insurance Plan provided by this Policy for a Benefit of one times Annual Compensation up to this Policy's Guaranteed Issue Amount, as shown in the Schedule of Benefits, without satisfying any Insurability Requirement. Any Employee who is not actively at work, due to Injury or Sickness, on the date his or her coverage would otherwise become effective under this Policy, may not become insured under this Policy until he or she returns to Active Service. An Employee may become insured for an amount in excess of the Guaranteed Issue Amount only if he or she satisfies the Insurability Requirement. Any excess amount will be effective on the date the Insurance Company agrees in writing to insure the Employee. EFFECTIVE DATE OF INSURANCE An Employee will be insured for an amount not to exceed the Guaranteed Issue Amount on the date he or she becomes eligible, if the Employee is not required to contribute to the cost of this insurance. An Employee who is required to contribute to the cost of this insurance may elect insurance for himself or herself only by authorizing payroll deduction in a form approved by the Employer and the Insurance Company. The effective date of this insurance depends on the date and amount of insurance elected. If an individual elects coverage within 31 days after becoming eligible to enroll, or for any increases, the Guaranteed Issue Amount will be effective on the latest of the following dates: 1. The Policy Effective Date. 2. The date payroll deduction is authorized for this insurance. 3. The date the Employer or Insurance Company receives the completed enrollment form. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 44 3 If an enrollment form for Employee coverage is received more than 31 days after becoming eligible to elect coverage, this insurance will be effective on the date the Insurance Company agrees in writing to insure that eligible person. The Insurance Company will require the eligible Employee to satisfy the Insurability Requirement before it agrees to insure him or her. If an eligible Employee is not in Active Service on the date insurance would otherwise be effective, it will be effective on the date he or she returns to Active Service. TL-004712 Takeover Provision Special Terms Applicable to Previously Insured Employees Not in Active Service Employees not in Active Service on the Policy Effective Date are not covered under the Policy. However, the Insurance Company agrees to provide a death benefit equal to the lesser of: 1. the amount due under this Policy (without regard to the Active Service provision), or 2. the amount that would have been due under the Prior Plan had it remained in force. The benefit amount will be reduced by any amount paid by the Prior Plan, or that would have been paid had this Policy not been issued and had timely filing of the claim been made under the Prior Plan. These special terms will end on the earliest of the following dates: 1. the date the Employee meets the Active Service requirements; 2. the date insurance terminates for one of the reasons stated in the Termination of Insurance provision; 3. 12 months after the Policy Effective Date; or 4. the last day the Employee would have been covered under the Prior Plan if that plan was still in force. TL-009020 TERMINATION OF INSURANCE An Insured's coverage will end on the earliest of the following dates: 1. the date the Employee is eligible for coverage under a plan intended to replace this coverage; 2. the date the Policy is terminated by the Insurance Company; 3. the date the Insured is no longer in an eligible class; 4. the date coinciding with the end of the last period for which premiums are paid; 5. the date an Employee is no longer in Active Service; and 6. for an Employee, the date the Employer cancels participation under the Policy. TL-004714 CONTINUATION OF INSURANCE If an Employee is no longer in Active Service, he or she may be eligible to continue insurance. The following provisions explain the continuation options available under the Policy. Please see the Schedule of Benefits to determine the applicability of these benefits on a class level. Continuation for Layoff, Temporary Leave of Absence or Family Medical Leave If an Employee's Active Service ends due to a layoff, Employer approved unpaid leave of absence, or family medical leave of absence, insurance will continue for up to the Maximum Benefit Period shown in the Schedule of Benefits, if the required premium is paid. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 45 4 Continuation for Disability for Employees over Age 60 If an Employee becomes Disabled and is age 60 or over, the Life Insurance Benefits shown in the Schedule of Benefits will be continued, provided premiums are paid, until the earlier of the following dates: 1. The date the Employee is no longer Disabled. 2. The date following the Maximum Benefit Period shown in the Schedule of Benefits. 3. The date coinciding with the end of the last period for which premiums are paid. 4. The date the Policy is terminated by the Insurance Company. Amount of Insurance If an Employee dies while he or she is Disabled and coverage is continued under this provision, the Insurance Company will pay a Death Benefit equal to the amount in effect on the date the Employee became Disabled. However, the Life Insurance Benefit will be subject to the provisions of the Policy that reduce the coverage amount because of age, retirement, payment of an Accelerated Benefit or a change in class. Automatic increases in Life Insurance Benefits will end while coverage is continued under this provision. The Insurance Company will pay benefits only if due proof of the Employee’s continuous Disability is received within one year of the date of the loss. “Disability”/”Disabled” means because of Injury or Sickness the Employee is unable to perform all the material duties of his or her Regular Occupation; or is receiving disability benefits under the Employer’s plan. “Regular Occupation” means the occupation the Employee routinely performs at the time the Disability begins. The Insurance Company will consider the duties of the occupation as it is normally performed in the general labor market in the national economy. Extended Death Benefit with Waiver of Premium Extended Death Benefit If an Employee becomes Disabled and is less than age 60, the Life Insurance Benefits shown in the Schedule of Benefits will be extended without premium payment until the earlier of the following dates: 1. The date the Employee is no longer Disabled. 2. The date the Employee fails to qualify for Waiver of Premium or fails to provide proof of Disability as indicated under Waiver of Premium. Amount of Insurance If an Employee dies while he or she is Disabled and coverage is extended under this provision, the Insurance Company will pay a Death Benefit equal to the amount in effect on the date the Employee became Disabled. However, the Life Insurance Benefit will be subject to the provisions of the Policy that reduce the coverage amount because of age, retirement, payment of an Accelerated Benefit or a change in class. Automatic increases in Life Insurance Benefits will end while premiums are waived. The Insurance Company will pay benefits only if due proof of the Employee’s continuous Disability is received within one year of the date of the loss. “Disability”/”Disabled” means because of Injury or Sickness the Employee is unable to perform all the material duties of his or her Regular Occupation; or is receiving disability benefits under the Employer’s plan. “Regular Occupation” means the occupation the Employee routinely performs at the time the Disability begins. The Insurance Company will consider the duties of the occupation as it is normally performed in the general labor market in the national economy. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 46 5 Waiver of Premium If the Employee submits satisfactory proof that he or she has been continuously Disabled for the Waiver Waiting Period shown in the Schedule of Benefits, coverage will be extended up to the Maximum Benefit Period shown in the Schedule of Benefits. Such proof must be submitted to the Insurance Company no later than 3 months after the date the Waiver Waiting Period ends. Premiums will be waived from the date the Insurance Company agrees in writing to waive premiums for that Employee. After premiums have been waived for 12 months, they will be waived for future periods of 12 months, if the Employee remains Disabled and submits satisfactory proof that Disability continues. Satisfactory proof must be submitted to the Insurance Company 3 months before the end of the 12-month period. Amount of Insurance If an Employee dies while he or she is Disabled and coverage is continued under this provision, the Insurance Company will pay a Death Benefit equal to the amount in effect on the date the Employee became Disabled. However, the Life Insurance Benefit will be subject to the provisions of the Policy that reduce the coverage amount because of age, retirement, payment of an Accelerated Benefit or a change in class. Automatic increases in Life Insurance Benefits will end while premiums are waived. The Insurance Company will pay benefits only if due proof of the Employee’s continuous Disability is received within one year of the date of the loss. Termination of Waiver Insurance will end for any Employee whose premiums are waived on the earliest of the following dates. 1. The date he or she is no longer Disabled. 2. The date he or she refuses to submit to any physical examination required by the Insurance Company. 3. The last day of the 12-month period of Disability during which he or she fails to submit satisfactory proof of continued Disability. 4. The date following the end of the Maximum Benefit Period shown in the Schedule of Benefits. “Disability”/”Disabled” means because of Injury or Sickness an Employee is unable to perform all the material duties of any occupation which he or she may reasonably become qualified based on education, training or experience. TL-009745 Portability Options For Employees If an Employee’s coverage under the Policy ends prior to age 70, for any of the following reasons: a. termination of employment; or b. termination of membership in an eligible class under the Policy; Life Insurance Benefits may be continued up to the Maximum Benefit shown in the Schedule of Benefits for this option. The Employee must apply to the Insurance Company and pay the required premium. The application must be submitted: a. within 31 days of the Employee’s termination of employment or membership in an eligible class under the Policy; or b. during the time that the Employee has to exercise the Conversion Privilege. Coverage under this option may not be elected at a later date. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 47 6 When applying for this option, the Employee must name a beneficiary. Any beneficiary named previously under the Policy is no longer in effect. If there is no named or surviving beneficiary, Death Benefits will be paid to the first surviving class of the following living relatives: a.spouse; b.child or children; c.mother or father; d.brothers or sisters; or e.the executors or administrators of the Insured’s estate. When coverage is continued under this option, the Employee becomes a Former Employee. Coverage will end on the earliest of the following dates. a.The date the Insurance Company cancels coverage for all Former Employees. b.The end of the period for which premiums are paid. c.The date an Insured reaches age 70. d.The date the Maximum Benefit Period shown in the Schedule of Benefits for this option ends. TL-004716 as modified by TL-009330 DESCRIPTION OF BENEFITS The following provisions explain the benefits available under the Policy. Please see the Schedule of Benefits for the applicability of these benefits on a class level. LIFE INSURANCE BENEFITS Death Benefit If an Insured dies, the Insurance Company will pay the Life Insurance Benefit in force for that Insured on the date of his or her death. TL-004730 Accelerated Benefits Any benefits payable under this Accelerated Benefits provision will reduce the Death Benefit payable for Life Insurance. Any automatic increases in Life Insurance Benefits will end when benefits are payable under this provision. Terminal Illness Benefit The Insurance Company will pay a Terminal Illness Benefit to an Insured who has been determined by the Insurance Company to be Terminally Ill. The Terminal Illness Benefit is payable only once in an Insured's lifetime. Determination of Terminal Illness For the purpose of determining the existence of a Terminal Illness, the Insurance Company will require the Insured submit the following proof. 1. A written diagnosis and prognosis by two Physicians licensed to practice in the United States. 2.Supportive evidence satisfactory to the Insurance Company, including but not limited to radiological, histological or laboratory reports documenting the Terminal Illness. The Insurance Company may require, at its expense, an examination of the Insured and a review of the documented evidence by a Physician of its choice. "Terminal Illness" means a person has a prognosis of 12 months or less to live, as diagnosed by a Physician. TL-004748 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 48 7 Conversion Privilege for Life Insurance Each Insured may convert all or any portion of his or her Life Insurance that would end under the Policy due to: 1. termination of employment; 2. termination of membership in an eligible class under the Policy; 3. termination of the Policy. The Insured may apply for any type of life insurance the Insurance Company offers to persons of the same age in the amount applied for, except the Insured may not: 1. choose term insurance; 2. apply for an amount of insurance greater than the coverage amount terminating under the Policy (also, the conversion policy will not provide accident, disability or other benefits); or 3. apply for more than $10,000 of insurance if the Policy is terminated or amended to terminate the insurance for any class of Insureds, or the Employer cancels participation under the Policy. Conversion in these cases is only permitted if the Insured has been covered by the Policy or, any group life insurance policy issued to the Employer which the Policy replaced, for at least 3 years. If the Insured becomes eligible for coverage under any group life policy within 31 days of termination of coverage under this Policy, the Insured may not convert an amount of insurance greater than the amount of coverage terminating under the Policy less the amount for which he or she may be covered under the other policy. To apply for conversion insurance, the Insured must, within 31 days after coverage under the Policy ends: 1. submit an application to the Insurance Company; and 2. pay the required premium. Evidence of insurability is not required. Premium for the conversion insurance will be based on the age and class of risk of the Insured and the type and amount of coverage issued. If the Insured has assigned ownership of his group coverage, the owner/assignee must apply for the individual policy. Conversion insurance will become effective on the 31st day after the date coverage under the Policy ends provided the application is received by the Insurance Company and the required premium has been paid. If the Insured dies during the 31-day conversion period, the Life Insurance benefits will be paid under the Policy regardless of whether he or she applied for conversion insurance. If a conversion policy is issued, it will be in exchange for any further benefits for that type and amount of insurance from this Policy. Extension of Conversion Period If an Insured is eligible for conversion insurance and is not notified of this right at least 15 days prior to the end of the 31-day conversion period, the conversion period will be extended. The Insured will have 15 days from the date notice is given to apply for conversion insurance. In no event will the conversion period be extended beyond 90 days. Notice, for the purpose of this section, means written notice presented to the Insured by the Employer or mailed to the Insured's last known address as reported by the Employer. If the Insured dies during the extended conversion period, but more than 31 days after his or her coverage under the Policy terminates, Life Insurance benefits: 1. will not be paid under the Policy; and 2. will be payable under the conversion insurance; provided: a. the Insured's application for conversion insurance has been received by the Insurance Company; and b. the required premium has been paid. Prior Conversion Limitation If an Insured is covered under a life insurance conversion policy previously issued by the Insurance Company, he or she will not be eligible for this Conversion Privilege unless the prior coverage has ended. TL-009740 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 49 8 LIFE INSURANCE EXCLUSIONS If an Insured commits suicide, while sane or insane, within 2 years from the date his or her insurance under the Policy becomes effective, Voluntary Life Insurance Benefits will be limited to a refund of the premiums paid on the Insured's behalf. The suicide exclusion applies from the effective date of any additional benefits or increases in Life Insurance Benefits. Except for any amount of benefits in excess of the Prior Plan's benefits, this exclusion will not apply to any person covered under the Prior Plan for more than two years. If a person was not insured for two years under the Prior Plan, credit will be given for the time he or she was insured. TL-004752 CLAIM PROVISIONS Notice of Claim Written notice, or notice by any other electronic/telephonic means authorized by the Insurance Company, must be given to the Insurance Company within 31 days after a covered loss occurs or begins or as soon as reasonably possible. If written notice, or notice by any other electronic/telephonic means authorized by the Insurance Company, is not given in that time, the claim will not be invalidated or reduced if it is shown that notice was given as soon as was reasonably possible. Notice can be given at our home office in Philadelphia, Pennsylvania or to our agent. Notice should include the Employer's Name, the Policy Number and the claimant's name and address. Written notice or any other electronic/telephonic means authorized by the Insurance Company of a diagnosis of a Terminal Illness on which claim is based must be given to us within 60 days after the diagnosis. If notice is not given in that time, the claim will not be invalidated or reduced if it is shown that written notice or any other electronic/telephonic means authorized by the Insurance Company was given as soon as reasonably possible. Claim Forms When the Insurance Company receives notice of claim, the Insurance Company will send claim forms for filing proof of loss. If claim forms are not sent within 15 days after notice is received by the Insurance Company, the proof requirements will be met by submitting, within the time required under the "Proof of Loss" section, written proof, or proof by any other electronic/telephonic means authorized by the Insurance Company, of the nature and extent of the loss. Claimant Cooperation Provision Failure of a claimant to cooperate with the Insurance Company in the administration of the claim may result in termination of the claim. Such cooperation includes, but is not limited to, providing any information or documents needed to determine whether benefits are payable or the actual benefit amount due. Insurance Data The Employer is required to cooperate with the Insurance Company in the review of claims and applications for coverage. Any information the Insurance Company provides in these areas is confidential and may not be used or released by the Employer if not permitted by applicable privacy laws. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 50 9 Proof of Loss Written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, must be given to the Insurance Company within 90 days after the date of the loss for which a claim is made. If written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, is not given in that 90 day period, the claim will not be invalidated nor reduced if it is shown that it was given as soon as was reasonably possible. In any case, written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, must be given not more than one year after that 90 day period. If written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, is provided outside of these time limits, the claim will be denied. These time limits will not apply while the person making the claim lacks legal capacity. Written proof, or any other electronic/telephonic means authorized by the Insurance Company, of loss for Accelerated Benefits must be furnished 90 days after the date of diagnosis. This proof must describe the occurrence, character and diagnosis for which claim is made. In case of claim for any other loss, proof must be furnished within 90 days after the date of such loss. If it is not reasonably possible to submit proof of loss within these time periods, the Insurance Company will not deny or reduce any claim if proof is furnished as soon as reasonably possible. Proof must, in any case, be furnished not more than a year later, except for lack of legal capacity. Time of Payment Benefits due under the Policy for a loss, other than a loss for which the Policy provides installment payments, will be paid immediately upon receipt of due written proof of such loss. Subject to the receipt of satisfactory written proof of loss, all accrued benefits for loss for which the Policy provides installments will be paid monthly; any balance remaining unpaid upon the termination of liability will be paid immediately upon receipt of due written proof, unless otherwise stated in the Description of Benefits. To Whom Payable Death Benefits will be paid to the Insured's named beneficiary, if any, on file at the time of payment. If there is no named beneficiary or surviving beneficiary, Death Benefits will be paid to the first surviving class of the following living relatives: spouse; child or children; mother or father; brothers or sisters; or to the executors or administrators of the Insured's estate. The Insurance Company may reduce the amount payable by any indebtedness due. All benefits payable under the Accelerated Benefits section are payable to the Insured, if living. If the Insured dies prior to the payment of an eligible claim for an Accelerated Benefit, benefits will be paid in accordance with the provisions applicable to the payment of Life Insurance proceeds, unless the Insured has directed us otherwise in writing. However, any payment made by us prior to notice of the Insured's death shall discharge us of any benefit that was paid. All other benefits, unless otherwise stated in the Policy, will be payable to the Insured or the certificate owner if other than the Insured. Any other accrued benefits which are unpaid at the Insured's death may, at the Insurance Company's option, be paid either to the Insured's beneficiary or to the executor or administrator of the Insured's estate. If the Insurance Company pays benefits to the executor or administrator of the Insured's estate or to a person who is incapable of giving a valid release, the Insurance Company may pay up to $1,000 to a relative by blood or marriage whom it believes is equitably entitled. This good faith payment satisfies the Insurance Company's legal duty to the extent of that payment. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 51 10 Change of Beneficiary The Insured may change the beneficiary at any time by giving written notice to the Employer or the Insurance Company. The beneficiary's consent is not required for this or any other change which the Insured may make unless the designation of beneficiary is irrevocable. No change in beneficiary will take effect until the form is received by the Employer or the Insurance Company. When this form is received, it will take effect as of the date of the form. If the Insured dies before the form is received, the Insurance Company will not be liable for any payment that was made before receipt of the form. Physical Examination and Autopsy The Insurance Company, at its expense, will have the right to examine any person for whom a claim is pending as often as it may reasonably require. The Insurance Company may, at its expense, require an autopsy unless prohibited by law. Legal Actions No action at law or in equity may be brought to recover benefits under the Policy less than 60 days after written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, has been furnished as required by the Policy. No such action shall be brought more than 3 years after the time satisfactory proof of loss is required to be furnished. Time Limitations If any time limit stated in the Policy for giving notice of claim or proof of loss, or for bringing any action at law or in equity, is less than that permitted by the law of the state in which the Employee lives when the Policy is issued, then the time limit provided in the Policy is extended to agree with the minimum permitted by the law of that state. Physician/Patient Relationship The Insured will have the right to choose any Physician who is practicing legally. The Insurance Company will in no way disturb the Physician/patient relationship. TL-004724 ADMINISTRATIVE PROVISIONS Premiums The premiums for this Policy will be based on the rates currently in force, the plan and the amount of insurance in effect. If the Insured's coverage amount is reduced due to acceleration of his or her Death Benefit, his or her premium will be based on the amount of coverage he or she has in force on the day before the reduction took place. If the Insured's coverage amount is reduced due to his or her attained age, premium will be based on the amount of coverage in force on the day after the reduction took place. Changes in Premium Rates The premium rates may be changed by the Insurance Company from time to time with at least 31 days advance written notice. No change in rates will be made until 48 months after the Policy Effective Date. An increase in rates will not be made more often than once in a 12 month period. However, the Insurance Company reserves the right to change the rates even during a period for which the rate is guaranteed if any of the following events take place. 1. The terms of the Policy change. 2. A division, subsidiary, affiliated company or eligible class is added or deleted from the Policy. 3. There is a change in the factors bearing on the risk assumed. 4. Any federal or state law or regulation is amended to the extent it affects the Insurance Company's benefit obligation. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 52 11 5. The Insurance Company determines that the Employer has failed to promptly furnish any necessary information requested by the Insurance Company, or has failed to perform any other obligations in relation to the Policy. If an increase or decrease in rates takes place on a date that is not a Premium Due Date, a pro rata adjustment will apply from the date of the change to the next Premium Due Date. Reporting Requirements The Employer must, upon request, give the Insurance Company any information required to determine who is insured, the amount of insurance in force and any other information needed to administer the plan of insurance. Payment of Premium The first premium is due on the Policy Effective Date. After that, premiums will be due monthly unless the Employer and the Insurance Company agree on some other method of premium payment. If any premium is not paid when due, the plan will be canceled as of the Premium Due Date, except as provided in the Policy Grace Period section. Notice of Cancellation The Employer or the Insurance Company may cancel the Policy as of any Premium Due Date by giving 31 days advance written notice. If a premium is not paid when due, the Policy will automatically be canceled as of the Premium Due Date, except as provided in the Policy Grace Period section. Policy Grace Period A Policy Grace Period of 60 days will be granted for the payment of the required premiums under this Policy. This Policy will be in force during the Policy Grace Period. The Employer is liable to the Insurance Company for any unpaid premium for the time this Policy was in force. Grace Period for the Insured If the required premium is not paid on the Premium Due Date, there is a 60 day grace period after each premium due date after the first. If the required premium is not paid during the grace period, insurance will end on the last day for which premium was paid. If benefits are paid during the Grace Period for the Insured, the Insurance Company will deduct any overdue premium from the proceeds payable under the Policy. Reinstatement of Insurance Coverage may be reinstated without satisfying the Insurability Requirement, if an Employee's insurance ends because he or she is on an unpaid leave of absence and he or she applies for Reinstatement within 31 days of his return to Active Service. After an Insured's coverage has ceased, it may be reinstated at any date prior to five years after the date of termination if the following conditions are met: 1. The Policy is still in force. 2. The Insured is eligible under the Policy. 3. A written request for reinstatement and a new enrollment form are sent to the Insurance Company. 4. The required premium is paid. 5. The Insurability Requirement, if any, is satisfied. TL-004720 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 53 12 SCHEDULE OF RATES The following monthly rates apply to all Classes of Eligible Persons unless otherwise indicated. FOR EMPLOYEE BENEFITS Basic Life Insurance $.13 Per $1,000 Voluntary Life Insurance $.24 Per $1,000 FOR FORMER EMPLOYEE BENEFITS Monthly Rates are based on units of $1,000. Under Age 20 $.153 Age 45 - 49 $.384 Age 20 - 24 $.144 Age 50 - 54 $.726 Age 25 - 29 $.153 Age 55 - 59 $1.347 Age 30 - 34 $.177 Age 60 - 64 $2.461 Age 35 - 39 $.19 Age 65 - 69 $4.065 Age 40 - 44 $.243 A change in rates due to a change in the Former Employee's age will become effective on the Policy Anniversary Date coinciding with or following the Former Employee's birthday. TL-004718 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 54 13 GENERAL PROVISIONS Entire Contract The entire contract will be made up of the Policy, the application of the Employer, a copy of which is attached to the Policy, and the applications, if any, of the Insureds. Incontestability All statements made by the Employer or by an Insured are representations not warranties. No statement will be used to deny or reduce benefits or as a defense to a claim, unless a copy of the instrument containing the statement has been furnished to the claimant. In the event of death or legal incapacity, the beneficiary or representative must receive the copy. After two years from an Insured's effective date of insurance, or from the effective date of any added or increased benefits, no such statement will cause insurance to be contested except for fraud or eligibility for coverage. Misstatement of Age If an Insured's age has been misstated, the Insurance Company will adjust all benefits to the amounts that would have been purchased for the correct age. Policy Changes No change in the Policy will be valid until approved by an executive officer of the Insurance Company. This approval must be endorsed on, or attached to, the Policy. No agent may change the Policy or waive any of its provisions. Workers' Compensation Insurance The Policy is not in lieu of and does not affect any requirements for insurance under any Workers' Compensation Insurance Law. Certificates A certificate of insurance will be delivered to the Employer for delivery to Insureds. Each certificate will list the benefits, conditions and limits of the Policy. It will state to whom benefits will be paid. Assignment of Benefits The Insurance Company will not be affected by the assignment of an Insured's certificate until the original assignment or a certified copy of the assignment is filed with the Insurance Company. The Insurance Company will not be responsible for the validity or sufficiency of an assignment. An assignment of benefits will operate so long as the assignment remains in force provided insurance under the Policy is in effect. This insurance may not be levied on, attached, garnisheed, or otherwise taken for a person's debts. This prohibition does not apply where contrary to law. Clerical Error A person's insurance will not be affected by error or delay in keeping records of insurance under the Policy. If such an error is found, the premium will be adjusted fairly. Agency The Employer and Plan Administrator are agents of the Employee for transactions relating to insurance under the Policy. The Insurance Company is not liable for any of their acts or omissions. TL-004726 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 55 14 DEFINITIONS Please note, certain words used in this document have specific meanings. These terms will be capitalized throughout this document. The definition of any word, if not defined in the text where it is used, may be found either in this Definitions section or in the Schedule of Benefits. Accident An Accident is a sudden, unforeseeable external event that causes bodily Injury to an Insured while coverage is in force under the Policy. Active Service An Employee will be considered in Active Service with the Employer on a day which is one of the Employer's scheduled work days if either of the following conditions are met. 1.He or she is actively at work. This means the Employee is performing his or her regular occupation for the Employer on a Full-time basis, either at one of the Employer's usual places of business or at some location to which the Employer's business requires the Employee to travel. 2.The day is a scheduled holiday, vacation day or period of Employer approved paid leave of absence, other than disability or sick leave after 7 days. An Employee is considered in Active Service on a day which is not one of the Employer's scheduled work days only if he or she was in Active Service on the preceding scheduled work day. Annual Compensation An Employee's annual wage or salary as reported by the Employer for work performed for the Employer as of the date the covered loss occurs. It includes earnings received as commissions, but not bonuses, overtime pay or other extra compensation. Commissions will be averaged for the 12 months just prior to the date the covered loss occurs, or the months employed, if less than 12 months. Employee For eligibility purposes, an Employee is an employee of the Employer in one of the "Classes of Eligible Employees." Otherwise, Employee means an employee of the Employer who is insured under the Policy. Employer The Employer who has subscribed to the Policyholder and for the benefit of whose Employees this policy has been issued. The Employer, named as the Subscriber on the front of this Policy, includes any affiliates or subsidiaries covered under the Policy. The Employer is acting as an agent of the Insured for transactions relating to this insurance. The actions of the Employer shall not be considered the actions of the Insurance Company. Full-time Full-time means the number of hours set by the Employer as a regular work day for Employees in the Employee's eligibility class. Initial Open Enrollment Period The period in the calendar year when an eligible Employee who was hired on or before the Policy Effective Date may enroll for the first time for Insurance Benefits under this Policy. This period must be agreed upon by the Employer and the Insurance Company. Refer to Initial Open Enrollment under the Enrolling for Insurance section of the Policy. Injury Any accidental loss or bodily harm which results directly and independently of all other causes from an Accident. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 56 15 Insurability Requirement An eligible person will satisfy the Insurability Requirement for an amount of coverage on the day the Insurance Company agrees in writing to accept him or her as insured for that amount. To determine a person's acceptability for coverage, the Insurance Company will require evidence of good health and may require it be provided at the Employee's expense. Insurance Company The Insurance Company underwriting the Policy is named on the Policy cover page. Insured A person who is eligible for insurance under the Policy, for whom insurance is elected, the required premium is paid and coverage is in force under the Policy. Physician Physician means a licensed doctor practicing within the scope of his or her license and rendering care and treatment to an Insured that is appropriate for the condition and locality. The term does not include an Employee, an Employee's spouse, the immediate family (including parents, children, siblings or spouses of any of the foregoing, whether the relationship derives from blood or marriage), of an Employee or spouse, or a person living in an Employee's household. Prior Plan The Prior Plan refers to the plan of insurance providing similar benefits sponsored by the Employer in effect directly prior to the Policy Effective Date. Sickness Any physical or mental illness. TL-004708 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 57 16 IMPORTANT CHANGES FOR STATE REQUIREMENTS If an Employee resides in one of the following states, the provisions of the certificate are modified for residents of the following states. The modifications listed apply only to residents of that state. California Residents: Conversion Privilege for Life Insurance Insured Employees and Insured Spouses may convert to an individual policy of life insurance for an amount not greater than the Conversion Amount shown below when the Policy ends, without regard to any requirement that the person be insured under the policy for a specified period of time, if all of the following apply. a. The Insured became Totally Disabled while covered for the Life Benefit of the Policy. Totally Disabled means the person is unable to perform all the material duties of any occupation for which he or she may reasonably be qualified based on training, education and experience. b. The Insured remained Totally Disabled until the Policy ended while covered for the Life Benefit of this Policy. c. The Policy does not provide a Waiver of Premium, Extended Death Benefit Provision or monthly payments to Totally Disabled Insureds for the Life Benefit. d. The person meets all other conditions for converting the insurance. Conversion Amount - Insured’s life insurance amount under the Policy on the date the Policy ends minus the amount for which the Insured is insured under a group policy that provides life coverage to employees of the Insured Employee’s Employer covered under this Policy. The dollar limit that applies to the amount for conversion at Policy termination does not apply. The requirement that the Insured be covered under the Policy for the stated number of years in order to convert life insurance does not apply. Missouri residents: Regardless of any language to the contrary in the Policy, suicide is no defense to payment of life insurance benefits. However, if an Insured commits suicide within 2 years from the date their insurance under the Policy becomes effective, and the Insurance Company can show that the Insured intended suicide at the time they applied for the insurance, life insurance benefits will be limited to a refund of premium paid on the Insured's behalf. North Dakota residents: The Suicide exclusion, if any, is limited to one year from the effective date of insurance. The suicide exclusion with respect to any increase in death benefits which results from an application of the insured subsequent to the effective date, if any, is limited to one year from the effective date of the increase. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 58 LIFE INSURANCE COMPANY OF NORTH AMERICA PHILADELPHIA, PA 19192-2235 We, City of Palo Alto, whose main office address is Palo Alto, CA, hereby approve and accept the terms of Group Policy Number FLX-962659 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY. This form is to be signed in duplicate. One part is to be retained by City of Palo Alto; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA. City of Palo Alto Signature and Title: _________________________________________ Date:__________________________ (This Copy Is To Be Returned To Life Insurance Company of North America) -------------------------------------------------------------------------------------------------------------------------------------- LIFE INSURANCE COMPANY OF NORTH AMERICA PHILADELPHIA, PA 19192-2235 We, City of Palo Alto, whose main office address is Palo Alto, CA, hereby approve and accept the terms of Group Policy Number FLX-962659 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY. This form is to be signed in duplicate. One part is to be retained by City of Palo Alto; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA. City of Palo Alto Signature and Title: _________________________________________ Date:__________________________ (This Copy Is To Be Retained By City of Palo Alto) DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 59 LIFE INSURANCE COMPANY OF NORTH AMERICA (herein called the Company) Amendment to be attached to and made a part of the Group Policy A Contract between the Company and Policyholder: Trustee of the Group Insurance Trust for Employers in the Public Administration Industry Participating Subscriber: City of Palo Alto (herein called the Subscriber) Policy No.: FLX - 962659 The Company and the Subscriber hereby agree that the Policy is amended as follows: Effective January 1, 2022, the rates shown on the attached Schedule of Rates will be in force for coverage under the Policy. No change in rates will be made until 36 months after the effective date of this Amendment. However, the Company reserves the right to change the rates at any time during a period for which the rates are guaranteed if the conditions described in the Changes in Premium Rates provision under the Administrative Provisions section of the Policy apply. Except for the above, this Amendment does not change the Policy in any way. FOR THE COMPANY William J. Smith, President Date: November 10, 2021 (revised) Amendment No. 03a TL-004780 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 60 SCHEDULE OF RATES The following monthly rates apply to all Classes of Eligible Persons unless otherwise indicated. FOR EMPLOYEE BENEFITS Basic Life Insurance $.090 Per $1,000 Voluntary Life Insurance $.24 Per $1,000 FOR FORMER EMPLOYEE BENEFITS Monthly Rates are based on units of $1,000. Under Age 20 $.153 Age 45 - 49 $.384 Age 20 - 24 $.144 Age 50 - 54 $.726 Age 25 - 29 $.153 Age 55 - 59 $1.347 Age 30 - 34 $.177 Age 60 - 64 $2.461 Age 35 - 39 $.19 Age 65 - 69 $4.065 Age 40 - 44 $.243 A change in rates due to a change in the Former Employee's age will become effective on the Policy Anniversary Date coinciding with or following the Former Employee's birthday. TL-004718 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 61 LIFE INSURANCE COMPANY OF NORTH AMERICA (herein called the Company) Amendment to be attached to and made a part of the Group Policy A Contract between the Company and Policyholder: Trustee of the Group Insurance Trust for Employers in the Public Administration Industry Participating Subscriber: City of Palo Alto (herein called the Subscriber) Policy No.: LK - 961943 The Company and the Subscriber hereby agree that the Policy is amended as follows: 1. Effective January 1, 2022, the following rates will be in force for Classes 1 for coverage under the Policy: Option 1 $1.07 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $6,000. Option 2 $.51 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $3,000. 2. Effective January 1, 2022, the following rates will be in force for Class 2 and 3 for coverage under the Policy: $.56 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $15,000. No change in rates will be made until 36 months after the effective date of this Amendment. However, the Company reserves the right to change the rates at any time during a period for which the rates are guaranteed if the conditions described in the Changes in Premium Rates provision under the Administrative Provisions section of the Policy apply. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 62 Except for the above, this Amendment does not change the Policy in any way. FOR THE COMPANY William J. Smith, President Date: August 26, 2021 Amendment No. 03a TL-004780 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 63 Life Insurance Company of North America 1601 Chestnut Street Philadelphia, Pennsylvania 19192-2235 AMENDMENT Policyholder: Trustee of the Group Insurance Trust for Employers in the Public Administration Industry Subscriber: City of Palo Alto Policy No.: OK - 964302 This Amendment is attached to and made part of the Policy specified above. It is subject to all of the policy provisions that do not conflict with its provisions. Subscriber and We hereby agree that the Policy is amended as follows: Effective January 1, 2022, the following rates will be in force for Classes 1, 2 and 3 for coverage under the Policy: Premium Rate: Basic Insurance Employee Rate: $0.015 per $1,000 Voluntary Insurance Employee Rate: $0.02 per $1,000 No change in rates will be made until 36 months after the effective date of this Amendment. However, the Company reserves the right to change the rates at any time during a period for which the rates are guaranteed if the conditions described in the Changes in Premium Rates provision under the Administrative Provisions section of the Policy apply. Except for the above, this Amendment does not change the Policy in any way. Life Insurance Company of North America William J. Smith, President Date: August 26, 2021 Amendment No. 04ri0215 GA -00-4000.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 64 CALIFORNIA LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION ACT SUMMARY DOCUMENT AND DISCLAIMER Residents of California who purchase life and health insurance and annuities should know that the insurance companies licensed in this state to write these types of insurance are members of the California Life and Health Insurance Guaranty Association. The purpose of this Association is to assure that policyholders will be protected, within limits, in the unlikely event that a member insurer becomes financially unable to meet its obligations. If this should happen, the Association will assess its other member insurance companies for the money to pay the claims of insured persons who live in this state and, in some cases, to keep coverage in force. The valuable extra protection provided through the Association is not unlimited, as noted in the box below, and is not a substitute for consumers' care in selecting well managed and financially stable insurers. The California Life and Health Insurance Guaranty Association may not provide coverage for this insurance. If coverage is provided, it may be subject to substantial limitations or exclusions, and require continued residency in the state. You should not rely on coverage by the Association in selecting an insurance company or in selecting an insurance policy. Coverage is NOT provided for your insurance or any portion of it that is not guaranteed by the Insurer or for which you have assumed the risk, such as a variable contract sold by prospectus. Insurance companies or their agents are required by law to give or send you this notice. However, insurance companies and their agents are prohibited by law from using the existence of the Association to induce you to purchase any kind of insurance policy. If you have additional questions, you should first contact your insurer or agent and then may contact: California Life and Health OR Consumer Service Division Insurance Guaranty Association California Department of Insurance P.O. Box 16860 300 South Spring Street Beverly Hills, CA 90209 Los Angeles, CA 90013 Below is a brief summary of this law's coverages, exclusions and limits. This summary does not cover all provisions of the law; nor does it in any way change anyone's rights or obligations under the Act or the rights or obligations of the Association. EXHIBIT "A-2" BASIC & VOLUNTARY AD&D LIFE INSURANCE POLICY DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 65 COVERAGE Generally, individuals will be protected by the California Life and Health Insurance Guaranty Association if they live in this state and hold a life or health insurance contract, or an annuity, or if they are insured under a group insurance contract, issued by a member insurer. The beneficiaries, payees or assignees of insured persons are protected as well, even if they live in another state. EXCLUSIONS FROM COVERAGE However, persons holding such policies are not protected by this Association if: • their insurer was not authorized to do business in this state when it issued the policy or contract; • their policy was issued by a health care service plan (HMO), Blue Cross, Blue Shield, a charitable organization, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment company, an insurance exchange, or a grants and annuities society; • they are eligible for protection under the laws of another state. This may occur when the insolvent insurer was incorporated in another state whose Guaranty Association protects insureds who live outside that state. The Association also does not provide coverage for: • unallocated annuity contracts; that is, contracts which are not issued to and owned by an individual and which guarantee rights to group contract holders, not individuals; • employer and association plans to the extent they are self-funded or uninsured; • synthetic guaranteed interest contracts; • any policy or portion of a policy which is not guaranteed by the insurer or for which the individual has assumed the risk, such as a variable contract sold by prospectus; • any policy of reinsurance unless an assumption certificate was issued; • interest rate yields that exceed an average rate; and • any portion of a contract that provides dividends or experience rating credits. LIMITS ON AMOUNT OF COVERAGE The Act limits the Association to pay benefits as follows: Life and Annuity Benefits • 80% of what the life insurance company would owe under a life policy or annuity contract up to • $100,000 in cash surrender values; • $100,000 in present value of annuities; or • $250,000 in life insurance death benefits. • A maximum of $250,000 for any one insured life no matter how many policies and contracts there were with the same company, even if the policies provided different types of coverages. Health Benefits • A maximum of $200,000 of the contractual obligations that the health insurance company would owe were it not insolvent. The maximum may increase or decrease annually based upon changes in the health care cost component of the consumer price index. PREMIUM SURCHARGE Member insurers are required to recoup assessments paid to the Association by way of a surcharge on premiums charged for health insurance policies to which the act applies. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 66 Life Insurance Company of North America 1601 Chestnut Street, Philadelphia, Pennsylvania 19192-2235 A Stock Insurance Company GROUP ACCIDENT POLICY POLICYHOLDER: POLICY NUMBER: POLICY EFFECTIVE DATE: POLICY ANNIVERSARY DATE: STATE OF ISSUE: Trustee of the Group Insurance Trust for Employers in the Public Administration Industry OK 964302 January 1 January 1 Delaware This Policy describes the terms and conditions of insurance. This Policy goes into effect subject to its applicable terms and conditions at 12:01 AM on the Policy Effective Date shown above at the Policyholder’s address. The laws of the State of Issue shown above govern this Policy. We and the Policyholder agree to all of the terms of this Policy. THIS IS A GROUP ACCIDENT ONLY INSURANCE POLICY. IT DOES NOT PAY BENEFITS FOR LOSS CAUSED BY SICKNESS. THIS IS A LIMITED POLICY. PLEASE READ IT CAREFULLY. Deborah Young, Corporate Secretary Karen S. Rohan, President Countersigned________________________________________ Where Required By Law GA-00-1000.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 67 TABLE OF CONTENTS SECTION PAGE NUMBER SCHEDULE OF AFFILIATES 1 SCHEDULE OF BENEFITS 2 GENERAL DEFINITIONS 15 ELIGIBILITY AND EFFECTIVE DATE PROVISIONS 18 COMMON EXCLUSIONS 19 CONVERSION PRIVILEGE 20 CLAIM PROVISIONS 22 ADMINISTRATIVE PROVISIONS 24 GENERAL PROVISIONS 25 ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGE 27 EXPOSURE AND DISAPPEARANCE COVERAGE 28 CHILD CARE CENTER BENEFIT 28 COMMON CARRIER BENEFIT 29 FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT 29 SEATBELT AND AIRBAG BENEFIT 30 SPECIAL EDUCATION BENEFIT 30 SPOUSE RETRAINING BENEFIT 32 GA-00-1000.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 68 1 SCHEDULE OF AFFILIATES The following affiliates are covered under this Policy on the effective dates listed below. AFFILIATE NAME LOCATION EFFECTIVE DATE None GA-00-1000.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 69 2 SCHEDULE OF BENEFITS This Policy is intended to be read in its entirety. In order to understand all the conditions, exclusions and limitations applicable to its benefits, please read all the policy provisions carefully. The Schedule of Benefits provides a brief outline of the coverage and benefits provided by this Policy. Please read the Description of Coverages and Benefits Section for full details. Subscriber: City of Palo Alto Effective Date of Subscriber Participation: January 1, 2009 Covered Classes: Class 1 All active, full-time Employees of the Employer, regularly working a minimum of 20 hours per week excluding Employees who are classified as Management. Class 2 All active, full-time Employees of the Employer, regularly working a minimum of 20 hours per week who are classified as Management. Class 3 All active, Full-time Employees of the Employer as defined under the prior carrier policy number 643835, and on file with the Insurance Company, and who are regularly working a minimum of 20 hours per week. (Closed Class) DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 70 3 SCHEDULE OF BENEFITS FOR CLASS 1 This Schedule of Benefits shows maximums, benefit periods and any limitations applicable to benefits provided in this Policy for each Covered Person unless otherwise indicated. Principal Sum, when referred to in this Schedule, means the Employee’s Principal Sum in effect on the date of the Covered Accident causing the Covered Injury or Covered Loss unless otherwise specified. Eligibility Waiting Period The Eligibility Waiting Period is the period of time the Employee must be in a Covered Class to be eligible for coverage. For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period Time Period for Loss: Any Covered Loss must occur within: 365 days of the Covered Accident Maximum Age for Insurance: None BASIC ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS Employee Principal Sum: 1 times Annual Compensation rouinded to the next higher $1,000 if not already a multiple thereof, subject to a maximum of $325,000. Changes in the Covered Person's amount of insurance resulting from a change in the Employee's amount of Annual Compensation take effect, subject to any Active Service requirement, on the first day of the month following the change in Annual Compensation. SCHEDULE OF COVERED LOSSES Covered Loss Benefit Loss of Life 100% of the Principal Sum Loss of Two or More Hands or Feet 100% of the Principal Sum Loss of Sight of Both Eyes 100% of the Principal Sum Loss of One Hand or One Foot and Sight in One Eye 100% of the Principal Sum Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the Principal Sum Paraplegia 75% of the Principal Sum Hemiplegia 50% of the Principal Sum Uniplegia 25% of the Principal Sum Coma Monthly Benefit 1% of the Principal Sum Number of Monthly Benefits 11 Lump Sum Benefit 100% of the Principal Sum When Payable Beginning of the 12th month Loss of One Hand or Foot 50% of the Principal Sum Loss of Sight in One Eye 50% of the Principal Sum Loss of Speech 50% of the Principal Sum Loss of Hearing (in both ears) 50% of the Principal Sum Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 71 4 Age Reductions A Covered Person's Principal Sum will be reduced to the percentage of his Principal Sum in effect on the date preceding the first reduction, as shown below. Age Percentage of Benefit Amount 70 but less than 75 65% 75 and over 50% ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Death and Dismemberment benefits are provided under the following coverages. Any benefits payable under them are as shown in the Schedule of Covered Losses and are not paid in addition to any other Accidental Death and Dismemberment benefits. EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses. ADDITIONAL ACCIDENT BENEFITS Any benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accidental Death and Dismemberment benefits payable. CHILD CARE CENTER BENEFIT Benefit Amount $5,000 Maximum Benefit Period the earlier of 4 years or until the child turns 13 for each surviving Dependent Child COMMON CARRIER BENEFIT 100% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $200,000 FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000 Hospital Stay Benefit $100 per day Maximum Benefit Period 365 days per Hospital Stay per Covered Accident SEATBELT AND AIRBAG BENEFIT Seatbelt Benefit $10,000 Airbag Benefit $5,000 Default Benefit $1,000 SPECIAL EDUCATION BENEFIT Surviving Dependent Child Benefit $5,000 Maximum Number of Annual Payments For Each Surviving Dependent Child 4 Default Benefit $1,000 SPOUSE RETRAINING BENEFIT Benefit $5,000 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 72 5 VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS Employee Principal Sum: Voluntary Benefits match the Voluntary Life Benefits under policy number FLX 962659. Only Employees covered for the Voluntary Life can elect Voluntary AD&D. Changes in the Covered Person's amount of insurance resulting from a change in the Employee's amount of Annual Compensation take effect, subject to any Active Service requirement, on the first day of the month following the change in Annual Compensation. SCHEDULE OF COVERED LOSSES Covered Loss Benefit Loss of Life 100% of the Principal Sum Loss of Two or More Hands or Feet 100% of the Principal Sum Loss of Sight of Both Eyes 100% of the Principal Sum Loss of One Hand or One Foot and Sight in One Eye 100% of the Principal Sum Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the Principal Sum Paraplegia 75% of the Principal Sum Hemiplegia 50% of the Principal Sum Uniplegia 25% of the Principal Sum Coma Monthly Benefit 1% of the Principal Sum Number of Monthly Benefits 11 Lump Sum Benefit 100% of the Principal Sum When Payable Beginning of the 12th month Loss of One Hand or Foot 50% of the Principal Sum Loss of Sight in One Eye 50% of the Principal Sum Loss of Speech 50% of the Principal Sum Loss of Hearing (in both ears) 50% of the Principal Sum Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum Age Reductions A Covered Person's Principal Sum will be reduced to the percentage of his Principal Sum in effect on the date preceding the first reduction, as shown below. Age Percentage of Benefit Amount 70 but less than 75 65% 75 and over 50% ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Death and Dismemberment benefits are provided under the following coverages. Any benefits payable under them are as shown in the Schedule of Covered Losses and are not paid in addition to any other Accidental Death and Dismemberment benefits. EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 73 6 ADDITIONAL ACCIDENT BENEFITS Any benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accidental Death and Dismemberment benefits payable. CHILD CARE CENTER BENEFIT Benefit Amount $5,000 Maximum Benefit Period the earlier of 4 years or until the child turns 13 for each surviving Dependent Child COMMON CARRIER BENEFIT 100% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $200,000 FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000 Hospital Stay Benefit $100 per day Maximum Benefit Period 365 days per Hospital Stay per Covered Accident SEATBELT AND AIRBAG BENEFIT Seatbelt Benefit $10,000 Airbag Benefit $5,000 Default Benefit $1,000 SPECIAL EDUCATION BENEFIT Surviving Dependent Child Benefit $5,000 Maximum Number of Annual Payments For Each Surviving Dependent Child 4 Default Benefit $1,000 SPOUSE RETRAINING BENEFIT Benefit $5,000 INITIAL PREMIUM RATES Premium Rate: Basic Insurance Employee Rate: $0.02 per $1,000 Voluntary Insurance Employee Rate: $0.02 per $1,000 Mode of Premium Payment: Monthly Contributions: The cost of the coverage is paid by the Subscriber and the Employee Premium Due Dates: The Policy Effective Date and the first day of each succeeding modal period Premium rates are subject to change in accordance with the Changes in Premium Rates section contained in the Administrative Provisions section of this Policy. GA-00-1100.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 74 7 SCHEDULE OF BENEFITS FOR CLASS 2 This Schedule of Benefits shows maximums, benefit periods and any limitations applicable to benefits provided in this Policy for each Covered Person unless otherwise indicated. Principal Sum, when referred to in this Schedule, means the Employee’s Principal Sum in effect on the date of the Covered Accident causing the Covered Injury or Covered Loss unless otherwise specified. Eligibility Waiting Period The Eligibility Waiting Period is the period of time the Employee must be in a Covered Class to be eligible for coverage. For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period Time Period for Loss: Any Covered Loss must occur within: 365 days of the Covered Accident Maximum Age for Insurance: None BASIC ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS Employee Principal Sum: 1 times Annual Compensation rouinded to the next higher $1,000 if not already a multiple thereof, subject to a maximum of $325,000. Changes in the Covered Person's amount of insurance resulting from a change in the Employee's amount of Annual Compensation take effect, subject to any Active Service requirement, on the first day of the month following the change in Annual Compensation. SCHEDULE OF COVERED LOSSES Covered Loss Benefit Loss of Life 100% of the Principal Sum Loss of Two or More Hands or Feet 100% of the Principal Sum Loss of Sight of Both Eyes 100% of the Principal Sum Loss of One Hand or One Foot and Sight in One Eye 100% of the Principal Sum Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the Principal Sum Paraplegia 75% of the Principal Sum Hemiplegia 50% of the Principal Sum Uniplegia 25% of the Principal Sum Coma Monthly Benefit 1% of the Principal Sum Number of Monthly Benefits 11 Lump Sum Benefit 100% of the Principal Sum When Payable Beginning of the 12th month Loss of One Hand or Foot 50% of the Principal Sum Loss of Sight in One Eye 50% of the Principal Sum Loss of Speech 50% of the Principal Sum Loss of Hearing (in both ears) 50% of the Principal Sum Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 75 8 Age Reductions A Covered Person's Principal Sum will be reduced to the percentage of his Principal Sum in effect on the date preceding the first reduction, as shown below. Age Percentage of Benefit Amount 70 but less than 75 65% 75 and over 50% ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Death and Dismemberment benefits are provided under the following coverages. Any benefits payable under them are as shown in the Schedule of Covered Losses and are not paid in addition to any other Accidental Death and Dismemberment benefits. EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses. ADDITIONAL ACCIDENT BENEFITS Any benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accidental Death and Dismemberment benefits payable. CHILD CARE CENTER BENEFIT Benefit Amount $5,000 Maximum Benefit Period the earlier of 4 years or until the child turns 13 for each surviving Dependent Child COMMON CARRIER BENEFIT 100% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $200,000 FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000 Hospital Stay Benefit $100 per day Maximum Benefit Period 365 days per Hospital Stay per Covered Accident SEATBELT AND AIRBAG BENEFIT Seatbelt Benefit $10,000 Airbag Benefit $5,000 Default Benefit $1,000 SPECIAL EDUCATION BENEFIT Surviving Dependent Child Benefit $5,000 Maximum Number of Annual Payments For Each Surviving Dependent Child 4 Default Benefit $1,000 SPOUSE RETRAINING BENEFIT Benefit $5,000 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 76 9 VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS Employee Principal Sum: Voluntary Benefits match the Voluntary Life Benefits under policy number FLX 962659. Only Employees covered for the Voluntary Life can elect Voluntary AD&D. Changes in the Covered Person's amount of insurance resulting from a change in the Employee's amount of Annual Compensation take effect, subject to any Active Service requirement, on the first day of the month following the change in Annual Compensation. SCHEDULE OF COVERED LOSSES Covered Loss Benefit Loss of Life 100% of the Principal Sum Loss of Two or More Hands or Feet 100% of the Principal Sum Loss of Sight of Both Eyes 100% of the Principal Sum Loss of One Hand or One Foot and Sight in One Eye 100% of the Principal Sum Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the Principal Sum Paraplegia 75% of the Principal Sum Hemiplegia 50% of the Principal Sum Uniplegia 25% of the Principal Sum Coma Monthly Benefit 1% of the Principal Sum Number of Monthly Benefits 11 Lump Sum Benefit 100% of the Principal Sum When Payable Beginning of the 12th month Loss of One Hand or Foot 50% of the Principal Sum Loss of Sight in One Eye 50% of the Principal Sum Loss of Speech 50% of the Principal Sum Loss of Hearing (in both ears) 50% of the Principal Sum Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum Age Reductions A Covered Person's Principal Sum will be reduced to the percentage of his Principal Sum in effect on the date preceding the first reduction, as shown below. Age Percentage of Benefit Amount 70 but less than 75 65% 75 and over 50% ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Death and Dismemberment benefits are provided under the following coverages. Any benefits payable under them are as shown in the Schedule of Covered Losses and are not paid in addition to any other Accidental Death and Dismemberment benefits. EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 77 10 ADDITIONAL ACCIDENT BENEFITS Any benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accidental Death and Dismemberment benefits payable. CHILD CARE CENTER BENEFIT Benefit Amount $5,000 Maximum Benefit Period the earlier of 4 years or until the child turns 13 for each surviving Dependent Child COMMON CARRIER BENEFIT 100% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $200,000 FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000 Hospital Stay Benefit $100 per day Maximum Benefit Period 365 days per Hospital Stay per Covered Accident SEATBELT AND AIRBAG BENEFIT Seatbelt Benefit $10,000 Airbag Benefit $5,000 Default Benefit $1,000 SPECIAL EDUCATION BENEFIT Surviving Dependent Child Benefit $5,000 Maximum Number of Annual Payments For Each Surviving Dependent Child 4 Default Benefit $1,000 SPOUSE RETRAINING BENEFIT Benefit $5,000 INITIAL PREMIUM RATES Premium Rate: Basic Insurance Employee Rate: $0.02 per $1,000 Voluntary Insurance Employee Rate: $0.02 per $1,000 Mode of Premium Payment: Monthly Contributions: The cost of the coverage is paid by the Subscriber and the Employee Premium Due Dates: The Policy Effective Date and the first day of each succeeding modal period Premium rates are subject to change in accordance with the Changes in Premium Rates section contained in the Administrative Provisions section of this Policy. GA-00-1100.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 78 11 SCHEDULE OF BENEFITS FOR CLASS 3 This Schedule of Benefits shows maximums, benefit periods and any limitations applicable to benefits provided in this Policy for each Covered Person unless otherwise indicated. Principal Sum, when referred to in this Schedule, means the Employee’s Principal Sum in effect on the date of the Covered Accident causing the Covered Injury or Covered Loss unless otherwise specified. Eligibility Waiting Period The Eligibility Waiting Period is the period of time the Employee must be in a Covered Class to be eligible for coverage. For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period Time Period for Loss: Any Covered Loss must occur within: 365 days of the Covered Accident Maximum Age for Insurance: None BASIC ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS Employee Principal Sum: 1 times Annual Compensation rouinded to the next higher $1,000 if not already a multiple thereof, subject to a maximum of $325,000. Changes in the Covered Person's amount of insurance resulting from a change in the Employee's amount of Annual Compensation take effect, subject to any Active Service requirement, on the first day of the month following the change in Annual Compensation. SCHEDULE OF COVERED LOSSES Covered Loss Benefit Loss of Life 100% of the Principal Sum Loss of Two or More Hands or Feet 100% of the Principal Sum Loss of Sight of Both Eyes 100% of the Principal Sum Loss of One Hand or One Foot and Sight in One Eye 100% of the Principal Sum Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the Principal Sum Paraplegia 75% of the Principal Sum Hemiplegia 50% of the Principal Sum Uniplegia 25% of the Principal Sum Coma Monthly Benefit 1% of the Principal Sum Number of Monthly Benefits 11 Lump Sum Benefit 100% of the Principal Sum When Payable Beginning of the 12th month Loss of One Hand or Foot 50% of the Principal Sum Loss of Sight in One Eye 50% of the Principal Sum Loss of Speech 50% of the Principal Sum Loss of Hearing (in both ears) 50% of the Principal Sum Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 79 12 Age Reductions A Covered Person's Principal Sum will be reduced to the percentage of his Principal Sum in effect on the date preceding the first reduction, as shown below. Age Percentage of Benefit Amount 70 but less than 75 65% 75 and over 50% ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Death and Dismemberment benefits are provided under the following coverages. Any benefits payable under them are as shown in the Schedule of Covered Losses and are not paid in addition to any other Accidental Death and Dismemberment benefits. EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses. ADDITIONAL ACCIDENT BENEFITS Any benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accidental Death and Dismemberment benefits payable. CHILD CARE CENTER BENEFIT Benefit Amount $5,000 Maximum Benefit Period the earlier of 4 years or until the child turns 13 for each surviving Dependent Child COMMON CARRIER BENEFIT 100% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $200,000 FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000 Hospital Stay Benefit $100 per day Maximum Benefit Period 365 days per Hospital Stay per Covered Accident SEATBELT AND AIRBAG BENEFIT Seatbelt Benefit $10,000 Airbag Benefit $5,000 Default Benefit $1,000 SPECIAL EDUCATION BENEFIT Surviving Dependent Child Benefit $5,000 Maximum Number of Annual Payments For Each Surviving Dependent Child 4 Default Benefit $1,000 SPOUSE RETRAINING BENEFIT Benefit $5,000 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 80 13 VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS Employee Principal Sum: Voluntary Benefits match the Voluntary Life Benefits under policy number FLX 962659. Only Employees covered for the Voluntary Life can elect Voluntary AD&D. Changes in the Covered Person's amount of insurance resulting from a change in the Employee's amount of Annual Compensation take effect, subject to any Active Service requirement, on the first day of the month following the change in Annual Compensation. SCHEDULE OF COVERED LOSSES Covered Loss Benefit Loss of Life 100% of the Principal Sum Loss of Two or More Hands or Feet 100% of the Principal Sum Loss of Sight of Both Eyes 100% of the Principal Sum Loss of One Hand or One Foot and Sight in One Eye 100% of the Principal Sum Loss of Speech and Hearing (in both ears) 100% of the Principal Sum Quadriplegia 100% of the Principal Sum Paraplegia 75% of the Principal Sum Hemiplegia 50% of the Principal Sum Uniplegia 25% of the Principal Sum Coma Monthly Benefit 1% of the Principal Sum Number of Monthly Benefits 11 Lump Sum Benefit 100% of the Principal Sum When Payable Beginning of the 12th month Loss of One Hand or Foot 50% of the Principal Sum Loss of Sight in One Eye 50% of the Principal Sum Loss of Speech 50% of the Principal Sum Loss of Hearing (in both ears) 50% of the Principal Sum Loss of all Four Fingers of the Same Hand 25% of the Principal Sum Loss of Thumb and Index Finger of the Same Hand 25% of the Principal Sum Loss of all the Toes of the Same Foot 25% of the Principal Sum Age Reductions A Covered Person's Principal Sum will be reduced to the percentage of his Principal Sum in effect on the date preceding the first reduction, as shown below. Age Percentage of Benefit Amount 70 but less than 75 65% 75 and over 50% ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Death and Dismemberment benefits are provided under the following coverages. Any benefits payable under them are as shown in the Schedule of Covered Losses and are not paid in addition to any other Accidental Death and Dismemberment benefits. EXPOSURE AND DISAPPEARANCE COVERAGE Principal Sum multiplied by the percentage applicable to the Covered Loss, as shown in the Schedule of Covered Losses. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 81 14 ADDITIONAL ACCIDENT BENEFITS Any benefits payable under these Additional Accident Benefits shown below are paid in addition to any other Accidental Death and Dismemberment benefits payable. CHILD CARE CENTER BENEFIT Benefit Amount $5,000 Maximum Benefit Period the earlier of 4 years or until the child turns 13 for each surviving Dependent Child COMMON CARRIER BENEFIT 100% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $200,000 FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT Accidental Death and Dismemberment Benefit 50% multiplied by the percentage of the Principal Sum applicable to the Covered Loss, as shown in the Schedule of Covered Losses, subject to a maximum of $25,000 Hospital Stay Benefit $100 per day Maximum Benefit Period 365 days per Hospital Stay per Covered Accident SEATBELT AND AIRBAG BENEFIT Seatbelt Benefit $10,000 Airbag Benefit $5,000 Default Benefit $1,000 SPECIAL EDUCATION BENEFIT Surviving Dependent Child Benefit $5,000 Maximum Number of Annual Payments For Each Surviving Dependent Child 4 Default Benefit $1,000 SPOUSE RETRAINING BENEFIT Benefit $5,000 INITIAL PREMIUM RATES Premium Rate: Basic Insurance Employee Rate: $0.02 per $1,000 Voluntary Insurance Employee Rate: $0.02 per $1,000 Mode of Premium Payment: Monthly Contributions: The cost of the coverage is paid by the Subscriber and the Employee Premium Due Dates: The Policy Effective Date and the first day of each succeeding modal period Premium rates are subject to change in accordance with the Changes in Premium Rates section contained in the Administrative Provisions section of this Policy. GA-00-1100.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 82 15 GENERAL DEFINITIONS Please note that certain words used in this Policy have specific meanings. The words defined below and capitalized within the text of this Policy have the meanings set forth below. Active Service An Employee will be considered in Active Service with his employer on any day that is either of the following: 1. one of the Employer’s scheduled work days on which the Employee is performing his regular duties on a full-time basis, either at one of the Employer’s usual places of business or at some other location to which the Employer’s business requires the Employee to travel; 2. a scheduled holiday, vacation day or period of Employer-approved paid leave of absence, other than sick leave, only if the Employee was in Active Service on the preceding scheduled workday. Age A Covered Person’s Age, for purposes of initial premium calculations, is his Age attained on the date coverage becomes effective for him under this Policy. Thereafter, it is his Age attained on his last birthday. Aircraft A vehicle which: 1. has a valid certificate of airworthiness; and 2. is being flown by a pilot with a valid license to operate the Aircraft. Annual Compensation An Employee's annual earnings for normal work established by the Subscriber for his job classification, including commissions averaged over 12 months, excluding bonuses or overtime. Covered Accident A sudden, unforeseeable, external event that results, directly and independently of all other causes, in a Covered Injury or Covered Loss and meets all of the following conditions: 1. occurs while the Covered Person is insured under this Policy; 2. is not contributed to by disease, Sickness, mental or bodily infirmity; 3. is not otherwise excluded under the terms of this Policy. Covered Injury Any bodily harm that results directly and independently of all other causes from a Covered Accident. Covered Loss A loss that is all of the following: 1. the result, directly and independently of all other causes, of a Covered Accident; 2. one of the Covered Losses specified in the Schedule of Covered Losses; 3. suffered by the Covered Person within the applicable time period specified in the Schedule of Benefits. Covered Person An eligible person, as defined in the Schedule of Benefits, for whom an enrollment form has been accepted by Us and required premium has been paid when due and for whom coverage under this Policy remains in force. Employee For eligibility purposes, an Employee of the Employer who is in one of the Covered Classes. Employer The Subscriber and any affiliates, subsidiaries or divisions shown in the Schedule of Covered Affiliates and which are covered under this Policy on the date of issue or subsequently agreed to by Us. He, His, Him Refers to any individual, male or female. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 83 16 Hospital An institution that meets all of the following: 1. it is licensed as a Hospital pursuant to applicable law; 2. it is primarily and continuously engaged in providing medical care and treatment to sick and injured persons; 3. it is managed under the supervision of a staff of medical doctors; 4. it provides 24-hour nursing services by or under the supervision of a graduate registered nurse (R.N.); 5. it has medical, diagnostic and treatment facilities, with major surgical facilities on its premises, or available on a prearranged basis; 6. it charges for its services. The term Hospital does not include a clinic, facility, or unit of a Hospital for: 1. rehabilitation, convalescent, custodial, educational or nursing care; 2. the aged, drug addicts or alcoholics; 3. a Veteran’s Administration Hospital or Federal Government Hospital unless the Covered Person incurs an expense. Inpatient A Covered Person who is confined for at least one full day’s Hospital room and board. The requirement that a person be charged for room and board does not apply to confinement in a Veteran’s Administration Hospital or Federal Government Hospital and in such case, the term 'Inpatient' shall mean a Covered Person who is required to be confined for a period of at least a full day as determined by the Hospital. Nurse A licensed graduate Registered Nurse (R.N.), a licensed practical Nurse (L.P.N.) or a licensed vocational Nurse (L.V.N.) and who is not: 1. employed or retained by the Subscriber; 2. living in the Covered Person’s household; or 3. a parent, sibling, spouse or child of the Covered Person. Outpatient A Covered Person who receives treatment, services and supplies while not an Inpatient in a Hospital. Prior Plan The plan of insurance providing similar benefits, sponsored by the Employer in effect immediately prior to this Policy’s Effective Date. Physician A licensed health care provider practicing within the scope of his license and rendering care and treatment to a Covered Person that is appropriate for the condition and locality and who is not: 1. employed or retained by the Subscriber; 2. living in the Covered Person’s household; 3. a parent, sibling, spouse or child of the Covered Person. Sickness A physical or mental illness. Subscriber Any participating organization that subscribes to the trust to which this Policy is issued. Terrorist Act Any hostile or violent act carried out by a group of persons having political or military goals but not operating on behalf of a foreign state and whose purpose is to compel an act or omission by any other person or governmental entity. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 84 17 Totally Disabled or Totally Disabled or Total Disability means either: Total Disability 1. inability of the Covered Person who is currently employed to do any type of work for which he is or may become qualified by reason of education, training or experience; or 2. inability of the Covered Person who is not currently employed to perform all of the activities of daily living including eating, transferring, dressing, toileting, bathing, and continence, without human supervision or assistance. We, Us, Our Life Insurance Company of North America. GA-00-1200.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 85 18 ELIGIBILITY AND EFFECTIVE DATE PROVISIONS Subscriber Effective Date Accident Insurance Benefits become effective for each Subscriber in consideration of the Subscriber’s application, Subscription Agreement and payment of the initial premium when due. Insurance coverage for the Subscriber becomes effective on the Effective Date of Subscriber Participation. Eligibility An Employee becomes eligible for insurance under this Policy on the date he meets all of the requirements of one of the Covered Classes and completes any Eligibility Waiting Period, as shown in the Schedule of Benefits. Effective Date for Individuals Basic Accidental Death and Dismemberment Benefits Insurance becomes effective for an eligible Employee, subject to the Deferred Effective Date provision below, on the latest of the following dates: 1. the effective date of this Policy; 2. the date the Employee becomes eligible. Voluntary Accidental Death and Dismemberment Benefits Insurance becomes effective for an eligible Employee who applies and agrees to make required contributions within 31 days of eligibility, and subject to the Deferred Effective Date provision below, on the latest of the following dates: 1. the effective date of this Policy; 2. the date the Employee becomes eligible; 3. the date We receive the Employee’s completed enrollment form and the required first premium, during his lifetime. DEFERRED EFFECTIVE DATE Active Service The effective date of insurance will be deferred for any Employee who is not in Active Service on the date coverage would otherwise become effective. Coverage will become effective on the later of the date he returns to Active Service and the date coverage would otherwise have become effective. Effective Date of Changes Any increase or decrease in the amount of insurance for the Covered Person resulting from: 1. a change in benefits provided by this Policy; or 2. a change in the Employee’s Covered Class will take effect on the date of such change. Increases will take effect subject to any Active Service requirement. TERMINATION OF INSURANCE The insurance on a Covered Person will end on the earliest date below: 1. the date this Policy or insurance for a Covered Class is terminated; 2. the next premium due date after the date the Covered Person is no longer in a Covered Class or satisfies eligibility requirements under this Policy; 3. the last day of the last period for which premium is paid; 4. the next premium due date after the Covered Person attains the maximum Age for insurance under this Policy. Termination will not affect a claim for a Covered Loss or Covered Injury that is the result, directly and independently of all other causes, of a Covered Accident that occurs while coverage was in effect. Continuation for Layoff, Leave of Absence or Family Medical Leave Insurance for an Employee may be continued until the earliest of the following dates if: (a) an Employee is on a temporary layoff, an Employer-approved leave of absence or an Employer-approved family medical leave; and (b) required premium contributions are paid when due. 1. for a layoff: coverage continues through the end of the month in which the layoff begins; 2. for an Employer-approved leave of absence: coverage continues through the end of the month in which the leave begins; 3. for an Employer-approved family medical leave: 12 weeks in a consecutive 12-month period. GA-00-1300.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 86 19 COMMON EXCLUSIONS In addition to any benefit-specific exclusions, benefits will not be paid for any Covered Injury or Covered Loss which, directly or indirectly, in whole or in part, is caused by or results from any of the following unless coverage is specifically provided for by name in the Description of Benefits Section: 1. intentionally self-inflicted injury, suicide or any attempt thereat while sane or insane; 2. commission or attempt to commit a felony or an assault; 3. commission of or active participation in a riot, insurrection or Terrorist Act; 4. bungee jumping; parachuting; skydiving; parasailing; hang-gliding; 5. declared or undeclared war or act of war; 6. flight in, boarding or alighting from an Aircraft or any craft designed to fly above the Earth’s surface: a. except as a passenger on a regularly scheduled commercial airline; b. being flown by the Covered Person or in which the Covered Person is a member of the crew; c. being used for: i. crop dusting, spraying or seeding, giving and receiving flying instruction, fire fighting, sky writing, sky diving or hang-gliding, pipeline or power line inspection, aerial photography or exploration, racing, endurance tests, stunt or acrobatic flying; or ii. any operation that requires a special permit from the FAA, even if it is granted (this does not apply if the permit is required only because of the territory flown over or landed on); d. designed for flight above or beyond the earth’s atmosphere; e. an ultra-light or glider; f. being used for the purpose of parachuting or skydiving; g. being used by any military authority, except an Aircraft used by the Air Mobility Command or its foreign equivalent; 7. Sickness, disease, bodily or mental infirmity, bacterial or viral infection or medical or surgical treatment thereof, except for any bacterial infection resulting from an accidental external cut or wound or accidental ingestion of contaminated food; 8. travel in any Aircraft owned, leased or controlled by the Subscriber, or any of its subsidiaries or affiliates. An Aircraft will be deemed to be ''controlled'' by the Subscriber if the Aircraft may be used as the Subscriber wishes for more than 10 straight days, or more than 15 days in any year; 9. a Covered Accident that occurs while engaged in the activities of active duty service in the military, navy or air force of any country or international organization. Covered Accidents that occur while engaged in Reserve or National Guard training are not excluded until training extends beyond 31 days; 10. operating any type of vehicle while under the influence of alcohol or any drug, narcotic or other intoxicant including any prescribed drug for which the Covered Person has been provided a written warning against operating a vehicle while taking it. Under the influence of alcohol, for purposes of this exclusion, means intoxicated, as defined by the law of the state in which the Covered Accident occurred; 11. voluntary ingestion of any narcotic, drug, poison, gas or fumes, unless prescribed or taken under the direction of a Physician and taken in accordance with the prescribed dosage; 12. in addition, benefits will not be paid for services or treatment rendered by a Physician, Nurse or any other person who is: a. employed or retained by the Subscriber; b. providing homeopathic, aroma-therapeutic or herbal therapeutic services; c. living in the Covered Person’s household; d. a parent, sibling, spouse or child of the Covered Person. GA-00-1403.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 87 20 CONVERSION PRIVILEGE 1. If the Covered Person’s insurance or any portion of it ends for any of the following reasons: a. employment or membership ends; b. eligibility ends (except for age for the Employee); the Covered Person may have Us issue converted accident insurance on an individual policy or an individual certificate under a designated group policy. The Covered Person may apply for an amount of coverage that is: a. in $1,000 increments; b. not less than $25,000, regardless of the amount of insurance under the group policy; and c. not more than the amount of insurance he had under the group policy, except as provided above, up to a maximum amount of $250,000. The Covered Person must be under age 70 to get a converted policy. If the Covered Person’s insurance or any portion of it ends for non-payment of premium, he may not convert. If the Covered Person’s insurance ends for a reason described in 2. below, conversion is subject to that section. The converted policy or certificate will cover accidental death and dismemberment. The policy or certificate will not contain disability or other additional benefits. The Covered Person need not show Us that he is insurable. If the Covered Person has converted his group coverage and later becomes insured under the same group plan as before, he may not convert a second time unless he provides, at his own expense, proof of insurability or proof the prior converted policy is no longer in force. The Covered Person must apply for the individual policy within 31 days after his coverage under this Group Policy ends and pay the required premium, based on Our table of rates for such policies, his Age and class of risk. If the Covered Person has assigned ownership of his group coverage, the owner/assignee must apply for the individual policy. If the Covered Person suffers a Covered Loss or dies during this 31-day period as the result of an accident that would have been covered under this Group Policy, We will pay as a claim under this Group Policy the amount of insurance that the Covered Person was entitled to convert. It does not matter whether the Covered Person applied for the individual policy or certificate. If such policy or certificate is issued, it will be in exchange for any other benefits under this Group Policy. The individual policy or certificate will take effect on the day following the date coverage under the Group Policy ended; or, if later, the date application is made. Exclusions The converted policy may exclude the hazards or conditions that apply to the Covered Person’s group coverage at the time it ends. We will reduce payment under the converted policy by the amount of any benefits paid under the group policy if both cover the same loss. 2. If the Covered Person’s insurance ends because this Group Policy is terminated or is amended to terminate insurance for the Covered Person’s class, and he has been covered under this Group Policy or, any group accident insurance issued to the Employer which the Group Policy replaced, for at least five years, the Covered Person may have Us issue an individual policy or certificate of accident insurance subject to the same terms, conditions and limitations listed above. However, the amount he may apply for will be limited to the lesser of the following: a. coverage under this Group Policy less any amount of group accident insurance for which he is eligible on the date this Group Policy is terminated or for which he became eligible within 31 days of such termination, or b. $10,000. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 88 21 Extension of Conversion Period If the Covered Person is eligible to convert and is not notified of this right at least 15 days prior to the end of the 31 day conversion period, the conversion period will be extended. The Covered Person will have 15 days from the date notice is given to apply for a converted policy or certificate. In no event will the conversion period be extended beyond 90 days. Notice, for the purpose of this section, means written notice presented to the Covered Person by the Subscriber or mailed to the Covered Person’s last known address as reported by the Subscriber. If the Covered Person sustains a Covered Loss or dies during the extended conversion period, but more than 31 days after his coverage under the Group Policy terminates, benefits will not be paid under the Group Policy. If the Covered Person’s application for a converted policy or certificate is received by Us and the required premium is paid, benefits may be payable under the converted policy or certificate. GA-01-1505.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 89 22 CLAIM PROVISIONS Notice of Claim Written or authorized electronic/telephonic notice of claim must be given to Us within 31 days after a Covered Loss occurs or begins or as soon as reasonably possible. If written or authorized electronic/telephonic notice is not given in that time, the claim will not be invalidated or reduced if it is shown that written or authorized electronic/telephonic notice was given as soon as was reasonably possible. Notice can be given to Us at Our Home Office in Philadelphia, Pennsylvania, such other place as We may designate for the purpose, or to Our authorized agent. Notice should include the Subscriber's name and policy number and the Covered Person’s name, address, policy and certificate number. Claim Forms We will send claim forms for filing proof of loss when We receive notice of a claim. If such forms are not sent within 15 days after We receive notice, the proof requirements will be met by submitting, within the time fixed in this Policy for filing proof of loss, written or authorized electronic proof of the nature and extent of the loss for which the claim is made. Claimant Cooperation Provision Failure of a claimant to cooperate with Us in the administration of the claim may result in termination of the claim. Such cooperation includes, but is not limited to, providing any information or documents needed to determine whether benefits are payable or the actual benefit amount due. Proof of Loss Written or authorized electronic proof of loss satisfactory to Us must be given to Us at Our office, within 90 days of the loss for which claim is made. If (a) benefits are payable as periodic payments and (b) each payment is contingent upon continuing loss, then proof of loss must be submitted within 90 days after the termination of each period for which We are liable. If written or authorized electronic notice is not given within that time, no claim will be invalidated or reduced if it is shown that such notice was given as soon as reasonably possible. In any case, written or authorized electronic proof must be given not more than one year after the time it is otherwise required, except if proof is not given solely due to the lack of legal capacity. Time of Payment of Claims We will pay benefits due under this Policy for any loss other than a loss for which this Policy provides any periodic payment immediately upon receipt of due written or authorized electronic proof of such loss. Subject to due written or authorized electronic proof of loss, all accrued benefits for loss for which this Policy provides periodic payment will be paid monthly unless otherwise specified in the benefits descriptions and any balance remaining unpaid at the termination of liability will be paid immediately upon receipt of proof satisfactory to Us. Payment of Claims All benefits will be paid in United States currency. Benefits for loss of life will be payable in accordance with the Beneficiary provision and these Claim Provisions. All other proceeds payable under this Policy, unless otherwise stated, will be payable to the covered Employee or to his estate. If We are to pay benefits to the estate or to a person who is incapable of giving a valid release, We may pay $1,000 to a relative by blood or marriage whom We believe is equitably entitled. Any payment made by Us in good faith pursuant to this provision will fully discharge Us to the extent of such payment and release Us from all liability. Payment of Claims to Foreign Employees The Subscriber may, in a fiduciary capacity, receive and hold any benefits payable to covered Employees whose place of employment is other than the United States of America. We will not be responsible for the application or disposition by the Subscriber of any such benefits paid. Our payments to the Subscriber will constitute a full discharge of Our liability for those payments under this Policy. Physical Examination and Autopsy We, at Our own expense, have the right and opportunity to examine the Covered Person when and as often as We may reasonably require while a claim is pending and to make an autopsy in case of death where it is not forbidden by law. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 90 23 Legal Actions No action at law or in equity may be brought to recover under this Policy less than 60 days after written or authorized electronic proof of loss has been furnished as required by this Policy. No such action will be brought more than three years after the time such written proof of loss must be furnished. Beneficiary The beneficiary is the person or persons the Employee names or changes on a form executed by him and satisfactory to Us. This form may be in writing or by any electronic means agreed upon between Us and the Subscriber. Consent of the beneficiary is not required to affect any changes, unless the beneficiary has been designated as an irrevocable beneficiary, or to make any assignment of rights or benefits permitted by this Policy. A beneficiary designation or change will become effective on the date the Employee executes it. However, We will not be liable for any action taken or payment made before We record notice of the change at our Home Office. If more than one person is named as beneficiary, the interests of each will be equal unless the Employee has specified otherwise. The share of any beneficiary who does not survive the Covered Person will pass equally to any surviving beneficiaries unless otherwise specified. If there is no named beneficiary or surviving beneficiary, or if the Employee dies while benefits are payable to him, We may make direct payment to the first surviving class of the following classes of persons: 1. spouse; 2. child or children; 3. mother or father; 4. sisters or brothers; 5. estate of the Covered Person. Recovery of Overpayment If benefits are overpaid, We have the right to recover the amount overpaid by either of the following methods. 1. A request for lump sum payment of the overpaid amount. 2. A reduction of any amounts payable under this Policy. If there is an overpayment due when the Covered Person dies, We may recover the overpayment from the Covered Person’s estate. GA-00-1600.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 91 24 ADMINISTRATIVE PROVISIONS Premiums All premium rates are expressed in, and all premiums are payable in, United States currency. The premiums for this Policy will be based on the rates set forth in the Schedule of Benefits, the plan and amounts of insurance in effect. If a Covered Person’s insurance amounts are reduced due to age, premium will be based on the amounts of insurance in force on the day after the reduction took place. Changes in Premium Rates We may change the premium rates from time to time with at least 31 days advance written notice to the Subscriber. No change in rates will be made until 48 months after the Policy Effective Date. An increase in rates will not be made more often than once in a 12-month period. However, We reserve the right to change rates at any time if any of the following events take place: 1. the terms of this Policy change; 2. the terms of the Subscriber's participation change; 3. a division, subsidiary, affiliated company or eligible class is added or deleted from this Policy; 4. there is a change in the factors bearing on the risk assumed; 5. any federal or state law or regulation is amended to the extent it affects Our benefit obligation. Payment of Premium The first premium is due on the Subscriber's effective date of participation under this Policy. Thereafter, premiums are due on the Premium Due Dates agreed upon between Us and the Subscriber. If any premium is not paid when due, the Subscriber's participation under this Policy will be terminated as of the Premium Due Date on which premium was not paid. Grace Period A Grace Period of 60 days will be granted to each Subscriber for payment of required premiums under this Policy. A Subscriber's participation under this Policy will remain in effect during the Grace Period. The Subscriber is liable to Us for any unpaid premium for the time its participation under this Policy was in force. A Grace Period of 60 days will be granted for payment of required premiums under this Policy. A Covered Person’s insurance under this Policy will remain in force during the Grace Period. We will reduce any benefits payable for any claims incurred during the grace period by the amount of premium due. If no such claims are incurred and premium is not paid during the grace period, insurance will end on the last day of the period for which premiums were paid. GA-00-1701.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 92 25 GENERAL PROVISIONS Entire Contract; Changes This Policy, including the endorsements, amendments and any attached papers constitutes the entire contract of insurance. No change in this Policy will be valid until approved by one of Our executive officers and endorsed on or attached to this Policy. No agent has authority to change this Policy or to waive any of its provisions. Subscriber Participation Under This Policy An organization may elect to participate under this Policy by submitting a signed Subscriber participation agreement to the Policyholder. No participation by an organization is in effect until approved by Us. Misstatement of Fact If the Covered Person has misstated any fact, all amounts payable under this Policy will be such as the premium paid would have purchased had such fact been correctly stated. Certificates Where required by law, We will provide a certificate of insurance for delivery to the Covered Person. Each certificate will list the benefits, conditions and limits of this Policy. It will state to whom benefits will be paid. 30 Day Right To Examine Certificate If a Covered Person does not like the Certificate for any reason, it may be returned to Us within 30 days after receipt. We will return any premium that has been paid and the Certificate will be void as if it had never been issued. Multiple Certificates The Covered Person may have in force only one certificate at a time under this Policy. If at any time the Covered Person has been issued more than one certificate, then only the largest shall be in effect. We will refund premiums paid for the others for any period of time that more than one certificate was issued. Assignment We will be bound by an assignment of a Covered Person's insurance under this Policy only when the original assignment or a certified copy of the assignment, signed by the Covered Person and any irrevocable beneficiary, is filed with Us. The assignee may exercise all rights and receive all benefits assigned only while the assignment remains in effect and insurance under this Policy and the Covered Person’s certificate remains in force. Incontestability 1. Of This Policy or Participation Under This Policy All statements made by the Subscriber to obtain this Policy or to participate under this Policy are considered representations and not warranties. No statement will be used to deny or reduce benefits or be used as a defense to a claim, or to deny the validity of this Policy or of participation under this Policy unless a copy of the instrument containing the statement is, or has been, furnished to the Subscriber. After two years from the Policy Effective Date, no such statement will cause this Policy to be contested except for fraud. 2. Of A Covered Person's Insurance All statements made by a Covered Person are considered representations and not warranties. No statement will be used to deny or reduce benefits or be used as a defense to a claim, unless a copy of the instrument containing the statement is, or has been, furnished to the claimant. After two years from the Covered Person’s effective date of insurance, or from the effective date of increased benefits, no such statement will cause insurance or the increased benefits to be contested except for fraud or lack of eligibility for insurance. In the event of death or incapacity, the beneficiary or representative shall be given a copy. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 93 26 Policy Termination We may terminate coverage on or after the first anniversary of the policy effective date. The Subscriber may terminate coverage on any premium due date. Written or authorized electronic notice must be given at least 31 days prior to such premium due date. Termination will not affect a claim for a Covered Loss that is the result, directly and independently of all other causes, of a Covered Accident that occurs while coverage was in effect. Reinstatement This Policy may be reinstated if it lapsed for nonpayment of premium. Requirements for reinstatement are written application of the Subscriber satisfactory to Us and payment of all overdue premiums. Any premium accepted in connection with a reinstatement will be applied to a period for which premium was not previously paid. Clerical Error A Covered Person's insurance will not be affected by error or delay in keeping records of insurance under this Policy. If such error or delay is found, We will adjust the premium fairly. Conformity with Statutes Any provisions in conflict with the requirements of any state or federal law that apply to this Policy are automatically changed to satisfy the minimum requirements of such laws. Policy Changes We may agree with the Subscriber to modify a plan of benefits without the Covered Person’s consent. Workers’ Compensation Insurance This Policy is not in place of and does not affect any requirements for coverage under any Workers’ Compensation law. Examination of the Policy This Group Policy will be available for inspection at the Subscriber's office during regular business hours. Examination of Records We will be permitted to examine all of the Subscriber's records relating to this Group Policy. Examination may occur at any reasonable time while the Group Policy is in force; or it may occur: 1. at any time for two years after the expiration of this Group Policy; or, if later, 2. upon the final adjustment and settlement of all Group Policy claims. The Subscriber is acting as an agent of the Covered Person for transactions relating to this insurance. The actions of the Subscriber will not be considered Our actions. GA-00-1800.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 94 27 DESCRIPTION OF COVERAGES AND BENEFITS This Description of Coverages and Benefits Section describes the Accident Coverages and Benefits provided to You. Benefit amounts, benefit periods and any applicable aggregate and benefit maximums are shown in the Schedule of Benefits. Certain words capitalized in the text of these descriptions have special meanings within this Certificate and are defined in the General Definitions section. Please read these and the Common Exclusions sections in order to understand all of the terms, conditions and limitations applicable to these coverages and benefits. ACCIDENTAL DEATH AND DISMEMBERMENT BENEFITS Covered Loss We will pay the benefit for any one of the Covered Losses listed in the Schedule of Benefits, if the Covered Person suffers a Covered Loss resulting directly and independently of all other causes from a Covered Accident within the applicable time period specified in the Schedule of Benefits. If the Covered Person sustains more than one Covered Loss as a result of the same Covered Accident, benefits will be paid for the Covered Loss for which the largest available benefit is payable. If the loss results in death, benefits will only be paid under the Loss of Life benefit provision. Any Loss of Life benefit will be reduced by any paid or payable Accidental Dismemberment benefit. However, if such Accidental Dismemberment benefit equals or exceeds the Loss of Life benefit, no additional benefit will be paid. Definitions Loss of a Hand or Foot means complete Severance through or above the wrist or ankle joint. Loss of Sight means the total, permanent loss of all vision in one eye which is irrecoverable by natural, surgical or artificial means. Loss of Speech means total and permanent loss of audible communication which is irrecoverable by natural, surgical or artificial means. Loss of Hearing means total and permanent loss of ability to hear any sound in both ears which is irrecoverable by natural, surgical or artificial means. Loss of a Thumb and Index Finger of the Same Hand or Four Fingers of the Same Hand means complete Severance through or above the metacarpophalangeal joints of the same hand (the joints between the fingers and the hand). Loss of Toes means complete Severance through the metatarsalphalangeal joint. Paralysis or Paralyzed means total loss of use of a limb. A Physician must determine the loss of use to be complete and irreversible. Quadriplegia means total Paralysis of both upper and both lower limbs. Hemiplegia means total Paralysis of the upper and lower limbs on one side of the body. Paraplegia means total Paralysis of both lower limbs or both upper limbs. Uniplegia means total Paralysis of one upper or one lower limb. Coma means a profound state of unconsciousness which resulted directly and independently from all other causes from a Covered Accident, and from which the Covered Person is not likely to be aroused through powerful stimulation. This condition must be diagnosed and treated regularly by a Physician. Coma does not mean any state of unconsciousness intentionally induced during the course of treatment of a Covered Injury unless the state of unconsciousness results from the administration of anesthesia in preparation for surgical treatment of that Covered Accident. Severance means the complete and permanent separation and dismemberment of the part from the body. Exclusions The exclusions that apply to this benefit are in the Common Exclusions section. GA-00-2100.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 95 28 ADDITIONAL ACCIDENTAL DEATH AND DISMEMBERMENT COVERAGES Accidental Death and Dismemberment benefits are provided under the following coverages. Any benefits payable under them are shown in the Schedule of Covered Losses and will not be paid in addition to any other Accidental Death and Dismemberment benefits payable. EXPOSURE AND DISAPPEARANCE COVERAGE Benefits for Accidental Death and Dismemberment, as shown in the Schedule of Covered Losses, will be payable if a Covered Person suffers a Covered Loss which results directly and independently of all other causes from unavoidable exposure to the elements following a Covered Accident. If the Covered Person disappears and is not found within one year from the date of the wrecking, sinking or disappearance of the conveyance in which the Covered Person was riding in the course of a trip which would otherwise be covered under this Policy, it will be presumed that the Covered Person’s death resulted directly and independently of all other causes from a Covered Accident. Exclusions The exclusions that apply to this coverage are in the Common Exclusions Section. GA-00-2202.00 ADDITIONAL ACCIDENT BENEFITS Accidental Death and Dismemberment benefits are provided under the following Additional Benefits. Any benefits payable under them will be paid in addition to any other Accidental Death and Dismemberment benefit payable. CHILD CARE CENTER BENEFIT We will pay benefits shown in the Schedule of Benefits for the care of each surviving Dependent Child in a Child Care Center if death of the covered Employee results directly and independently of all other causes from a Covered Accident and all of the following conditions are met: 1. coverage for his Dependent Children was in force on the date of the Covered Accident causing his death; and 2. one or more surviving Dependent Children is under Age 13 and: a. was enrolled in a Child Care Center on the date of the Covered Accident; or b. enrolls in a Child Care Center within 90 days from the date of the Covered Accident. This benefit will be payable to the Surviving Spouse if the Spouse has custody of the child. If the Surviving Spouse does not have custody of the child, benefits will be paid to the child’s legally appointed guardian. Payments will be made at the end of each 12 month period that begins after the date of the covered Employee’s death. A claim must be submitted to Us at the end of each 12 month period. A 12 month period begins: 1. when the Dependent Child enters a Child Care Center for the first time, within the period specified in (2b) above, after the covered Employee’s death; or 2. on the first of the month following the covered Employee’s death, if the Dependent Child was enrolled in a Child Care Center before the covered Employee’s death. Each succeeding 12 month period begins on the day immediately following the last day of the preceding period. Pro rata payments will be made for periods of enrollment in a Child Care Center of less than 12 months. Definitions For purposes of this benefit: Child Care Center is a facility which: 1. is licensed and run according to laws and regulations applicable to child care facilities; and 2. provides care and supervision for children in a group setting on a regular, daily basis. A Child Care Center does not include any of the following: 1. a Hospital; 2. the child’s home; 3. care provided during normal school hours while a child is attending grades one through twelve. Exclusions The exclusions that apply to this benefit are in the Common Exclusions Section. GA-00-2222.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 96 29 COMMON CARRIER BENEFIT We will pay the benefit shown in the Schedule of Benefits if the Covered Person suffers a Covered Loss that results directly and independently of all other causes from a Covered Accident that occurs while riding as a fare-paying passenger in, or being struck by, a Common Carrier. Riding includes getting into and out of the Common Carrier. Definition For purposes of this benefit: Common Carrier means: 1. a public conveyance, including Aircraft, licensed for hire to carry fare-paying passengers; or 2. a transport Aircraft operated by the Air Mobility Command of the United States of America or a similar air transport service of another country. Exclusions The exclusions that apply to this benefit are in the Common Exclusions Section. GA-00-2225.00 FELONIOUS ASSAULT AND VIOLENT CRIME BENEFIT We will pay the amount shown in the Schedule of Benefits, subject to the following conditions and exclusions, when the Covered Employee suffers a Covered Loss resulting directly and independently of all other causes from a Covered Accident that occurs during a violent crime or felonious assault as described below. A police report detailing the felonious assault or violent crime must be provided before any benefits will be paid. The Covered Accident must occur while the Covered Person is on the business or premises of the Employer. To qualify for benefit payment, the Covered Accident must occur during any of the following: 1. actual or attempted robbery or holdup; 2. actual or attempted kidnapping; 3. any other type of intentional assault that is a crime classified as a felony by the governing statute or common law in the state where the felony occurred. We will pay a Hospital Stay Benefit, subject to the following conditions and exclusions, when the Covered Person suffers a Covered Loss resulting directly and independently of all other causes from a Covered Accident that occurs during a violent crime or felonious assault if all of the following conditions are met: 1. the Covered Person is covered for Hospital Stay benefits under this Policy; 2. the Hospital Stay begins within 30 days of the violent crime/felonious assault; 3. the Hospital Stay is at the direction and under the care of a Physician; 4. the Covered Person provides proof satisfactory to Us that his Hospital Stay was necessitated to treat Covered Injuries sustained in a Covered Accident caused solely by a violent crime or felonious assault; 5. the Hospital Stay begins while the Covered Person’s insurance is in effect. The benefit will be paid for each day of a continuous Hospital Stay. Definitions For purposes of this benefit: Family Member means the Covered Person’s parent, step-parent, Spouse or former Spouse, son, daughter, brother, sister, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother- in-law, sister-in-law, aunt, uncle, cousins, grandparent, grandchild and stepchild. Fellow Employee means a person employed by the same Employer as the Covered Person or by an Employer that is an affiliated or subsidiary corporation. It shall also include any person who was so employed, but whose employment was terminated not more than 45 days prior to the date on which the defined violent crime/felonious assault was committed. Member of the Same Household means a person who maintains residence at the same address as the Covered Person. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 97 30 Exclusions Benefits will not be paid for treatment of any Covered Injury sustained or Covered Loss incurred during any: 1. violent crime or felonious assault committed by the Covered Person; or 2. felonious assault or violent crime committed upon the Covered Person by a Fellow Employee, Family Member, or Member of the Same Household. Other exclusions that apply to this benefit are in the Common Exclusions Section. GA-00-2234.00 SEATBELT AND AIRBAG BENEFIT We will pay the benefit shown in the Schedule of Benefits, subject to the conditions and exclusions described below, when the Covered Person dies directly and independently of all other causes from a Covered Accident while wearing a seatbelt and operating or riding as a passenger in an Automobile. An additional benefit is provided if the Covered Person was also positioned in a seat protected by a properly-functioning and properly deployed Supplemental Restraint System (Airbag). Verification of proper use of the seatbelt at the time of the Covered Accident and that the Supplemental Restraint System properly inflated upon impact must be a part of an official police report of the Covered Accident or be certified, in writing, by the investigating officer(s) and submitted with the Covered Person’s claim to Us. If such certification or police report is not available or it is unclear whether the Covered Person was wearing a seatbelt or positioned in a seat protected by a properly functioning and properly deployed Supplemental Restraint System, We will pay a default benefit shown in the Schedule of Benefits to the Covered Person’s beneficiary. In the case of a child, seatbelt means a child restraint, as required by state law and approved by the National Highway Traffic Safety Administration, properly secured and being used as recommended by its manufacturer for children of like Age and weight at the time of the Covered Accident. Definitions For purposes of this benefit: Supplemental Restraint System means an airbag that inflates upon impact for added protection to the head and chest areas. Automobile means a self-propelled, private passenger motor vehicle with four or more wheels which is a type both designed and required to be licensed for use on the highway of any state or country. Automobile includes, but is not limited to, a sedan, station wagon, sport utility vehicle, or a motor vehicle of the pickup, van, camper, or motor-home type. Automobile does not include a mobile home or any motor vehicle which is used in mass or public transit. Exclusions The exclusions that apply to this benefit are in the Common Exclusions Section. GA-00-2251.00 SPECIAL EDUCATION BENEFIT We will pay the benefit, up to the Maximum Benefit shown in the Schedule of Benefits, for each qualifying Dependent Child. The Covered Person’s death must result, directly and independently of all other causes from a Covered Accident for which an Accidental Death Benefit is payable under this Policy. This benefit is subject to the conditions and exclusions described below. A qualifying Dependent Child must: 1. enroll as a full-time student at an accredited school of higher learning before reaching the limiting Age for dependent eligibility stated in this Policy; 2. continue his education as a full-time student; and 3. incur expenses for tuition, fees, books, room and board, transportation and any other costs payable directly to, or approved and certified by, such school. A qualifying surviving Spouse must: 1. enroll in any accredited school for the purpose of retraining or refreshing skills needed for employment within one year of the date of the covered Employee’s Covered Accident; 2. remain enrolled in such accredited school; and 3. incur expenses payable directly to, or approved by, such school. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 98 31 Payments will be made to each qualifying Dependent Child or to the child’s legal guardian, if the child is a minor at the end of each year for the number of years shown in the Schedule of Benefits. We must receive proof satisfactory to Us of the Dependent Child’s enrollment and attendance within 31 days of the end of each year. The first year for which a Special Education Benefit is payable will begin on the first of the month following the date the covered Employee died, if the surviving Dependent Child was enrolled on that date in an accredited school of higher learning beyond the 12th grade; otherwise on the date he enrolls in such school. Each succeeding year for which benefits are payable will begin on the date following the end of the preceding year. If no Dependent Child qualifies for Special Education Benefits within 365 days of the covered Employee’s death, We will pay the default benefit shown in the Schedule of Benefits to the covered Employee’s beneficiary. Payments will be made to the surviving Spouse at the end of each year for the number of years shown in the Schedule of Benefits. We must receive proof satisfactory to Us of the Spouse’s enrollment and attendance within 31 days of the end of each year. The first year for which a Special Education Benefit is payable will begin on the date the surviving Spouse enrolls in an accredited school for the first time following the date the Employee died. Each succeeding year for which benefits are payable will begin on the date following the end of the preceding year. If a surviving Spouse does not qualify for Special Education Benefits within 365 days of the covered Employee’s death, We will pay the default benefit shown in the Schedule of Benefits to the covered Employee’s beneficiary. Definitions For the purposes of this benefit: Dependent Child(ren) An Employee’s unmarried child who meets the following requirements: 1. A child from live birth to 19 years old; 2. A child who is 19 or more years old but less than 25 years old, enrolled in a school as a full-time student and primarily supported by the Employee; 3. A child who is 19 or more years old, primarily supported by the Employee and incapable of self- sustaining employment by reason of mental or physical handicap. Proof of the child’s condition and dependence must be submitted to Us within 31 days after the date the child ceases to qualify as a Dependent Child for the reasons listed above. During the next two years, We may, from time to time, require proof of the continuation of such condition and dependence. After that, We may require proof no more than once a year. A child, for purposes of this provision, includes an Employee’s: 1. natural child; 2. adopted child, beginning with any waiting period pending finalization of the child’s adoption; 3. stepchild who resides with the Employee; 4. child for whom the Employee is legal guardian, as long as the child resides with the Employee and depends on the Employee for financial support. Financial support means that the Employee is eligible to claim the dependent for purposes of Federal and State income tax returns. Spouse the Employee’s lawful spouse under age 70. Exclusions The exclusions that apply to this benefit are in the Common Exclusions Section. GA-00-2252a.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 99 32 SPOUSE RETRAINING BENEFIT We will pay expenses incurred, as described below, up to the Maximum Benefit shown in the Schedule of Benefits, to enable the covered Employee’s Spouse to obtain occupational or educational training needed for employment if the covered Employee dies directly and independently of all other causes from a Covered Accident. This benefit is subject to the conditions and exclusions described below. This benefit will be payable if the covered Employee dies within one year of a Covered Accident and is survived by his Spouse who: 1. enrolls, within three years after the covered Employee’s death in any accredited school for the purpose of retraining or refreshing skills needed for employment; and 2. incurs expenses payable directly to, or approved and certified by, such school. If there is no surviving Spouse at the time of the covered Employee’s Covered Accidental Death, the Default Benefit shown in the Schedule of Benefits will be paid to the covered Employee’s beneficiary. Definitions For the purposes of this benefit: Spouse will include the Employee’s lawful spouse under age 70. Exclusions The exclusions that apply to this benefit are in the Common Exclusions Section. GA-00-2254a.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 100 LIFE INSURANCE COMPANY OF NORTH AMERICA Philadelphia, PA 19192-2235 We, City of Palo Alto, whose main office address is Palo Alto, CA, hereby approve and accept the terms of Group Policy Number OK 964302 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY. This form is to be signed in duplicate. One part is to be retained by City of Palo Alto; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA. City of Palo Alto Signature and Title:____________________________________________ Date: __________________________ (This Copy Is To Be Returned To Life Insurance Company of North America) ------------------------------------------------------------------------------------------------------------------------------------------- LIFE INSURANCE COMPANY OF NORTH AMERICA Philadelphia, PA 19192-2235 We, City of Palo Alto, whose main office address is Palo Alto, CA, hereby approve and accept the terms of Group Policy Number OK 964302 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY. This form is to be signed in duplicate. One part is to be retained by City of Palo Alto; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA. City of Palo Alto Signature and Title:____________________________________________ Date: __________________________ (This Copy Is To Be Retained By City of Palo Alto) DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 101 LIFE INSURANCE COMPANY OF NORTH AMERICA (herein called the Company) Amendment to be attached to and made a part of the Group Policy A Contract between the Company and Policyholder: Trustee of the Group Insurance Trust for Employers in the Public Administration Industry Participating Subscriber: City of Palo Alto (herein called the Subscriber) Policy No.: LK - 961943 The Company and the Subscriber hereby agree that the Policy is amended as follows: 1. Effective January 1, 2022, the following rates will be in force for Classes 1 for coverage under the Policy: Option 1 $1.07 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $6,000. Option 2 $.51 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $3,000. 2. Effective January 1, 2022, the following rates will be in force for Class 2 and 3 for coverage under the Policy: $.56 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $15,000. No change in rates will be made until 36 months after the effective date of this Amendment. However, the Company reserves the right to change the rates at any time during a period for which the rates are guaranteed if the conditions described in the Changes in Premium Rates provision under the Administrative Provisions section of the Policy apply. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 102 Except for the above, this Amendment does not change the Policy in any way. FOR THE COMPANY William J. Smith, President Date: August 26, 2021 Amendment No. 03a TL-004780 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 103 CALIFORNIA LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION ACT SUMMARY DOCUMENT AND DISCLAIMER Residents of California who purchase life and health insurance and annuities should know that the insurance companies licensed in this state to write these types of insurance are members of the California Life and Health Insurance Guaranty Association. The purpose of this Association is to assure that policyholders will be protected, within limits, in the unlikely event that a member insurer becomes financially unable to meet its obligations. If this should happen, the Association will assess its other member insurance companies for the money to pay the claims of insured persons who live in this state and, in some cases, to keep coverage in force. The valuable extra protection provided through the Association is not unlimited, as noted in the box below, and is not a substitute for consumers' care in selecting well managed and financially stable insurers. The California Life and Health Insurance Guaranty Association may not provide coverage for this insurance. If coverage is provided, it may be subject to substantial limitations or exclusions, and require continued residency in the state. You should not rely on coverage by the Association in selecting an insurance company or in selecting an insurance policy. Coverage is NOT provided for your insurance or any portion of it that is not guaranteed by the Insurer or for which you have assumed the risk, such as a variable contract sold by prospectus. Insurance companies or their agents are required by law to give or send you this notice. However, insurance companies and their agents are prohibited by law from using the existence of the Association to induce you to purchase any kind of insurance policy. If you have additional questions, you should first contact your insurer or agent and then may contact: California Life and Health OR Consumer Service Division Insurance Guaranty Association California Department of Insurance P.O. Box 16860 300 South Spring Street Beverly Hills, CA 90209 Los Angeles, CA 90013 Below is a brief summary of this law's coverages, exclusions and limits. This summary does not cover all provisions of the law; nor does it in any way change anyone's rights or obligations under the Act or the rights or obligations of the Association. EXHIBIT “A-3” LONG TERM DISABILITY INSURANCE POLICY DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 104 COVERAGE Generally, individuals will be protected by the California Life and Health Insurance Guaranty Association if they live in this state and hold a life or health insurance contract, or an annuity, or if they are insured under a group insurance contract, issued by a member insurer. The beneficiaries, payees or assignees of insured persons are protected as well, even if they live in another state. EXCLUSIONS FROM COVERAGE However, persons holding such policies are not protected by this Association if: their insurer was not authorized to do business in this state when it issued the policy or contract; their policy was issued by a health care service plan (HMO), Blue Cross, Blue Shield, a charitable organization, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment company, an insurance exchange, or a grants and annuities society; they are eligible for protection under the laws of another state. This may occur when the insolvent insurer was incorporated in another state whose Guaranty Association protects insureds who live outside that state. The Association also does not provide coverage for: unallocated annuity contracts; that is, contracts which are not issued to and owned by an individual and which guarantee rights to group contract holders, not individuals; employer and association plans to the extent they are self-funded or uninsured; synthetic guaranteed interest contracts; any policy or portion of a policy which is not guaranteed by the insurer or for which the individual has assumed the risk, such as a variable contract sold by prospectus; any policy of reinsurance unless an assumption certificate was issued; interest rate yields that exceed an average rate; and any portion of a contract that provides dividends or experience rating credits. LIMITS ON AMOUNT OF COVERAGE The Act limits the Association to pay benefits as follows: Life and Annuity Benefits 80% of what the life insurance company would owe under a life policy or annuity contract up to $100,000 in cash surrender values; $100,000 in present value of annuities; or $250,000 in life insurance death benefits. A maximum of $250,000 for any one insured life no matter how many policies and contracts there were with the same company, even if the policies provided different types of coverages. Health Benefits A maximum of $200,000 of the contractual obligations that the health insurance company would owe were it not insolvent. The maximum may increase or decrease annually based upon changes in the health care cost component of the consumer price index. PREMIUM SURCHARGE Member insurers are required to recoup assessments paid to the Association by way of a surcharge on premiums charged for health insurance policies to which the act applies. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 105 LIFE INSURANCE COMPANY OF NORTH AMERICA 1601 CHESTNUT STREET GROUP POLICY PHILADELPHIA, PA 19192-2235 (800) 732-1603 TDD (800) 552-5744 A STOCK INSURANCE COMPANY POLICYHOLDER: SUBSCRIBER: POLICY NUMBER: POLICY EFFECTIVE DATE: POLICY ANNIVERSARY DATE: TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY City of Palo Alto LK-961943 January 1 January 1 This Policy describes the terms and conditions of coverage. It is issued in Delaware and shall be governed by its laws. The Policy goes into effect on the Policy Effective Date, 12:01 a.m. at the Policyholder's address. In return for the required premium, the Insurance Company and the Policyholder have agreed to all the terms of this Policy. Deborah Young, Corporate Secretary Karen S. Rohan, President TL-004700 O/O v-2 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 106 TABLE OF CONTENTS SCHEDULE OF BENEFITS........................................................................................................................1 SCHEDULE OF BENEFITS FOR CLASS 1...............................................................................................2 SCHEDULE OF BENEFITS FOR CLASS 2...............................................................................................5 SCHEDULE OF BENEFITS FOR CLASS 3...............................................................................................8 ELIGIBILITY FOR INSURANCE ............................................................................................................11 EFFECTIVE DATE OF INSURANCE......................................................................................................11 TERMINATION OF INSURANCE...........................................................................................................11 CONTINUATION OF INSURANCE........................................................................................................12 DESCRIPTION OF BENEFITS.................................................................................................................13 EXCLUSIONS............................................................................................................................................18 CLAIM PROVISIONS...............................................................................................................................18 ADMINISTRATIVE PROVISIONS..........................................................................................................20 GENERAL PROVISIONS .........................................................................................................................21 DEFINITIONS............................................................................................................................................22 DOMESTIC PARTNER RIDER................................................................................................................25 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 107 1 SCHEDULE OF BENEFITS Premium Due Date: The last day of each month Classes of Eligible Employees On the pages following the definition of eligible employees there is a Schedule of Benefits for each Class of Eligible Employees listed below. For an explanation of these benefits, please see the Description of Benefits provision. If an Employee is eligible under one Class of Eligible Employees and later becomes eligible under a different Class of Eligible Employees, changes in his or her insurance due to the class change will be effective on the first of the month following the change in class. Class 1 All active, Full-time Service Employees International Union Employees/Members of the Employer regularly working a minimum of 20 hours per week. Class 2 All active, Full-time Employees of the Employer regularly working a minimum of 20 hours per week who are classified as Management, Confidential and Council Officer. Class 3 All active, Full-time Employees of the Employer as defined under the prior carrier policy, number 643835, and on file with the Insurance Company, regularly working a minimum of 20 hours per week. (Closed Class) DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 108 2 SCHEDULE OF BENEFITS FOR CLASS 1 Eligibility Waiting Period For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period Definition of Disability/Disabled The Employee is considered Disabled if, solely because of Injury or Sickness, he or she is: 1. unable to perform the material duties of his or her Regular Occupation; and 2. unable to earn 80% or more of his or her Indexed Earnings from working in his or her Regular Occupation. After Disability Benefits have been payable for 24 months, the Employee is considered Disabled if, solely due to Injury or Sickness, he or she is: 1. unable to perform the material duties of any occupation for which he or she is, or may reasonably become, qualified based on education, training or experience; and 2. unable to earn 60% or more of his or her Indexed Earnings. The Insurance Company will require proof of earnings and continued Disability. Definition of Covered Earnings Covered Earnings means an Employee's wage or salary as reported by the Employer for work performed for the Employer as in effect just prior to the date Disability begins. It includes earnings received from commissions but not bonuses, overtime pay and other extra compensation. Covered Earnings are determined initially on the date an Employee applies for coverage. A change in the amount of Covered Earnings is effective on the date of the change, if the Employer gives us written notice of the change and the required premium is paid. Commissions will be averaged for the 12 months just prior to the date Disability begins, or the months employed, if less than 12 months. Any increase in an Employee's Covered Earnings will not be effective during a period of continuous Disability. Elimination Period 60 days Gross Disability Benefit Option 1 The lesser of 66.67% of an Employee's monthly Covered Earnings rounded to the nearest dollar or the Maximum Disability Benefit. Option 2 The lesser of 60% of an Employee's monthly Covered Earnings rounded to the nearest dollar or the Maximum Disability Benefit. Maximum Disability Benefit Option 1 $4,000 per month Option 2 $1,800 per month Minimum Disability Benefit $100 per month Disability Benefit Calculation The Disability Benefit payable to the Employee is figured using the Gross Disability Benefit, Other Income Benefits and the Return to Work Incentive. Monthly Benefits are based on a 30-day month. The Disability Benefit will be prorated if payable for any period less than a month. During any month the Employee has no Disability Earnings, the monthly benefit payable is the Gross Disability Benefit less Other Income Benefits. During any month the Employee has Disability Earnings, benefits are determined under the Return to Work Incentive. Benefits will not be less than the minimum benefit shown in the Schedule of Benefits except as provided under the section Minimum Benefit. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 109 3 "Other Income Benefits" means any benefits listed in the Other Income Benefits provision that an Employee receives on his or her own behalf or for dependents, or which the Employee's dependents receive because of the Employee's entitlement to Other Income Benefits. Return to Work Incentive During any month the Employee has Disability Earnings, his or her benefits will be calculated as follows. The Employee's monthly benefit payable will be calculated as follows during the first 24 months disability benefits are payable and the Employee has Disability Earnings: 1.Add the Employee's Gross Disability Benefit and Disability Earnings. 2.Compare the sum from 1. to the Employee's Indexed Earnings. 3.If the sum from 1. exceeds 100% of the Employee's Indexed Earnings, then subtract the Indexed Earnings from the sum in 1. 4.The Employee's Gross Disability Benefit will be reduced by the difference from 3., as well as by Other Income Benefits. 5.If the sum from 1. does not exceed 100% of the Employee's Indexed Earnings, the Employee's Gross Disability Benefit will be reduced by Other Income Benefits. After disability benefits are payable for 24 months, the monthly benefit payable is the Gross Disability Benefit reduced by Other Income Benefits and 50% of Disability Earnings. No Disability Benefits will be paid, and insurance will end if the Insurance Company determines the Employee is able to work under a modified work arrangement and he or she refuses to do so without Good Cause. Additional Benefits Survivor Benefit Benefit Waiting Period: After 3 Monthly Benefits are payable. Amount of Benefit: 100% of the sum of the last full Disability Benefit plus the amount of any Disability Earnings by which the benefit had been reduced for that month. Maximum Benefit Period A single lump sum payment equal to 3 monthly Survivor Benefits. Maximum Benefit Period The later of the Employee’s SSNRA* or the Maximum Benefit Period listed below. Age When Disability Begins Maximum Benefit Period Age 62 or under The Employee's 65th birthday or the date the 42nd Monthly Benefit is payable, if later. Age 63 The date the 36th Monthly Benefit is payable. Age 64 The date the 30th Monthly Benefit is payable. Age 65 The date the 24th Monthly Benefit is payable. Age 66 The date the 21st Monthly Benefit is payable. Age 67 The date the 18th Monthly Benefit is payable. Age 68 The date the 15th Monthly Benefit is payable. Age 69 or older The date the 12th Monthly Benefit is payable. *SSNRA means the Social Security Normal Retirement Age in effect under the Social Security Act on the Policy Effective Date. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 110 4 Initial Premium Rates – Option 1 $1.23 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $6,000. Initial Premium Rates – Option 2 $.575 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $3,000. TL-004774 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 111 5 SCHEDULE OF BENEFITS FOR CLASS 2 Eligibility Waiting Period For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period Definition of Disability/Disabled The Employee is considered Disabled if, solely because of Injury or Sickness, he or she is: 1. unable to perform the material duties of his or her Regular Occupation; and 2. unable to earn 80% or more of his or her Indexed Earnings from working in his or her Regular Occupation. After Disability Benefits have been payable for 24 months, the Employee is considered Disabled if, solely due to Injury or Sickness, he or she is: 1. unable to perform the material duties of any occupation for which he or she is, or may reasonably become, qualified based on education, training or experience; and 2. unable to earn 60% or more of his or her Indexed Earnings. The Insurance Company will require proof of earnings and continued Disability. Definition of Covered Earnings Covered Earnings means an Employee's wage or salary as reported by the Employer for work performed for the Employer as in effect just prior to the date Disability begins. It includes earnings received from commissions but not bonuses, overtime pay and other extra compensation. Covered Earnings are determined initially on the date an Employee applies for coverage. A change in the amount of Covered Earnings is effective on the date of the change, if the Employer gives us written notice of the change and the required premium is paid. Commissions will be averaged for the 12 months just prior to the date Disability begins, or the months employed, if less than 12 months. Any increase in an Employee's Covered Earnings will not be effective during a period of continuous Disability. Elimination Period 60 days Gross Disability Benefit The lesser of 66.67% of an Employee's monthly Covered Earnings rounded to the nearest dollar or the Maximum Disability Benefit. Maximum Disability Benefit $10,000 per month Minimum Disability Benefit $100 per month Disability Benefit Calculation The Disability Benefit payable to the Employee is figured using the Gross Disability Benefit, Other Income Benefits and the Return to Work Incentive. Monthly Benefits are based on a 30-day month. The Disability Benefit will be prorated if payable for any period less than a month. During any month the Employee has no Disability Earnings, the monthly benefit payable is the Gross Disability Benefit less Other Income Benefits. During any month the Employee has Disability Earnings, benefits are determined under the Return to Work Incentive. Benefits will not be less than the minimum benefit shown in the Schedule of Benefits except as provided under the section Minimum Benefit. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 112 6 "Other Income Benefits" means any benefits listed in the Other Income Benefits provision that an Employee receives on his or her own behalf or for dependents, or which the Employee's dependents receive because of the Employee's entitlement to Other Income Benefits. Return to Work Incentive During any month the Employee has Disability Earnings, his or her benefits will be calculated as follows. The Employee's monthly benefit payable will be calculated as follows during the first 24 months disability benefits are payable and the Employee has Disability Earnings: 1. Add the Employee's Gross Disability Benefit and Disability Earnings. 2. Compare the sum from 1. to the Employee's Indexed Earnings. 3. If the sum from 1. exceeds 100% of the Employee's Indexed Earnings, then subtract the Indexed Earnings from the sum in 1. 4. The Employee's Gross Disability Benefit will be reduced by the difference from 3., as well as by Other Income Benefits. 5. If the sum from 1. does not exceed 100% of the Employee's Indexed Earnings, the Employee's Gross Disability Benefit will be reduced by Other Income Benefits. After disability benefits are payable for 24 months, the monthly benefit payable is the Gross Disability Benefit reduced by Other Income Benefits and 50% of Disability Earnings. No Disability Benefits will be paid, and insurance will end if the Insurance Company determines the Employee is able to work under a modified work arrangement and he or she refuses to do so without Good Cause. Additional Benefits Survivor Benefit Benefit Waiting Period: After 3 Monthly Benefits are payable. Amount of Benefit: 100% of the sum of the last full Disability Benefit plus the amount of any Disability Earnings by which the benefit had been reduced for that month. Maximum Benefit Period A single lump sum payment equal to 3 monthly Survivor Benefits. Maximum Benefit Period The later of the Employee’s SSNRA* or the Maximum Benefit Period listed below. Age When Disability Begins Maximum Benefit Period Age 62 or under The Employee's 65th birthday or the date the 42nd Monthly Benefit is payable, if later. Age 63 The date the 36th Monthly Benefit is payable. Age 64 The date the 30th Monthly Benefit is payable. Age 65 The date the 24th Monthly Benefit is payable. Age 66 The date the 21st Monthly Benefit is payable. Age 67 The date the 18th Monthly Benefit is payable. Age 68 The date the 15th Monthly Benefit is payable. Age 69 or older The date the 12th Monthly Benefit is payable. *SSNRA means the Social Security Normal Retirement Age in effect under the Social Security Act on the Policy Effective Date. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 113 7 Initial Premium Rates $.62 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $15,000. TL-004774 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 114 8 SCHEDULE OF BENEFITS FOR CLASS 3 Eligibility Waiting Period For Employees hired on or before the Policy Effective Date: No Waiting Period For Employees hired after the Policy Effective Date: No Waiting Period Definition of Disability/Disabled The Employee is considered Disabled if, solely because of Injury or Sickness, he or she is: 1. unable to perform the material duties of his or her Regular Occupation; and 2. unable to earn 80% or more of his or her Indexed Earnings from working in his or her Regular Occupation. After Disability Benefits have been payable for 24 months, the Employee is considered Disabled if, solely due to Injury or Sickness, he or she is: 1. unable to perform the material duties of any occupation for which he or she is, or may reasonably become, qualified based on education, training or experience; and 2. unable to earn 60% or more of his or her Indexed Earnings. The Insurance Company will require proof of earnings and continued Disability. Definition of Covered Earnings Covered Earnings means an Employee's wage or salary as reported by the Employer for work performed for the Employer as in effect just prior to the date Disability begins. It includes earnings received from commissions but not bonuses, overtime pay and other extra compensation. Covered Earnings are determined initially on the date an Employee applies for coverage. A change in the amount of Covered Earnings is effective on the date of the change, if the Employer gives us written notice of the change and the required premium is paid. Commissions will be averaged for the 12 months just prior to the date Disability begins, or the months employed, if less than 12 months. Any increase in an Employee's Covered Earnings will not be effective during a period of continuous Disability. Elimination Period 60 days Gross Disability Benefit The lesser of 66.67% of an Employee's monthly Covered Earnings rounded to the nearest dollar or the Maximum Disability Benefit. Maximum Disability Benefit $10,000 per month Minimum Disability Benefit $100 per month Disability Benefit Calculation The Disability Benefit payable to the Employee is figured using the Gross Disability Benefit, Other Income Benefits and the Return to Work Incentive. Monthly Benefits are based on a 30-day month. The Disability Benefit will be prorated if payable for any period less than a month. During any month the Employee has no Disability Earnings, the monthly benefit payable is the Gross Disability Benefit less Other Income Benefits. During any month the Employee has Disability Earnings, benefits are determined under the Return to Work Incentive. Benefits will not be less than the minimum benefit shown in the Schedule of Benefits except as provided under the section Minimum Benefit. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 115 9 "Other Income Benefits" means any benefits listed in the Other Income Benefits provision that an Employee receives on his or her own behalf or for dependents, or which the Employee's dependents receive because of the Employee's entitlement to Other Income Benefits. Return to Work Incentive During any month the Employee has Disability Earnings, his or her benefits will be calculated as follows. The Employee's monthly benefit payable will be calculated as follows during the first 24 months disability benefits are payable and the Employee has Disability Earnings: 1. Add the Employee's Gross Disability Benefit and Disability Earnings. 2. Compare the sum from 1. to the Employee's Indexed Earnings. 3. If the sum from 1. exceeds 100% of the Employee's Indexed Earnings, then subtract the Indexed Earnings from the sum in 1. 4. The Employee's Gross Disability Benefit will be reduced by the difference from 3., as well as by Other Income Benefits. 5. If the sum from 1. does not exceed 100% of the Employee's Indexed Earnings, the Employee's Gross Disability Benefit will be reduced by Other Income Benefits. After disability benefits are payable for 24 months, the monthly benefit payable is the Gross Disability Benefit reduced by Other Income Benefits and 50% of Disability Earnings. No Disability Benefits will be paid, and insurance will end if the Insurance Company determines the Employee is able to work under a modified work arrangement and he or she refuses to do so without Good Cause. Additional Benefits Survivor Benefit Benefit Waiting Period: After 3 Monthly Benefits are payable. Amount of Benefit: 100% of the sum of the last full Disability Benefit plus the amount of any Disability Earnings by which the benefit had been reduced for that month. Maximum Benefit Period A single lump sum payment equal to 3 monthly Survivor Benefits. Maximum Benefit Period The later of the Employee’s SSNRA* or the Maximum Benefit Period listed below. Age When Disability Begins Maximum Benefit Period Age 62 or under The Employee's 65th birthday or the date the 42nd Monthly Benefit is payable, if later. Age 63 The date the 36th Monthly Benefit is payable. Age 64 The date the 30th Monthly Benefit is payable. Age 65 The date the 24th Monthly Benefit is payable. Age 66 The date the 21st Monthly Benefit is payable. Age 67 The date the 18th Monthly Benefit is payable. Age 68 The date the 15th Monthly Benefit is payable. Age 69 or older The date the 12th Monthly Benefit is payable. *SSNRA means the Social Security Normal Retirement Age in effect under the Social Security Act on the Policy Effective Date. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 116 10 Initial Premium Rates $.62 per $100 of Covered Payroll Covered Payroll for an Employee will mean his or her Covered Earnings for the insurance month prior to the date the determination is made. However, an Employee's Covered Payroll will not include any part of his or her monthly Covered Earnings which exceed $15,000. TL-004774 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 117 11 ELIGIBILITY FOR INSURANCE An Employee in one of the Classes of Eligible Employees shown in the Schedule of Benefits is eligible to be insured on the Policy Effective Date, or the day after he or she completes the Eligibility Waiting Period, if later. The Eligibility Waiting Period is the period of time the Employee must be in Active Service to be eligible for coverage. It will be extended by the number of days the Employee is not in Active Service. Except as noted in the Reinstatement Provision, if an Employee terminates coverage and later wishes to reapply, or if a former Employee is rehired, a new Eligibility Waiting Period must be satisfied. An Employee is not required to satisfy a new Eligibility Waiting Period if insurance ends because he or she is no longer in a Class of Eligible Employees, but continues to be employed and within one year becomes a member of an eligible class. TL-004710 EFFECTIVE DATE OF INSURANCE An Employee will be insured on the date he or she becomes eligible, if the Employee is not required to contribute to the cost of this insurance. An Employee who is required to contribute to the cost of this insurance may elect to be insured only by authorizing payroll deduction in a form approved by the Employer and the Insurance Company. The effective date of this insurance depends on the date coverage is elected. Insurance for an Employee who applies for insurance within 31 days after he or she becomes eligible is effective on the latest of the following dates. 1. The Policy Effective Date. 2. The date payroll deduction is authorized. 3. The date the Insurance Company receives the Employee's completed enrollment form. If an Employee's enrollment form is received more than 31 days after he or she is eligible for this insurance, the Insurability Requirement must be satisfied before this insurance is effective. If approved, this insurance is effective on the date the Insurance Company agrees in writing to insure the Employee. If an Employee is not in Active Service on the date insurance would otherwise be effective, it will be effective on the date he or she returns to any occupation for the Employer on a Full-time basis. TL-004712 TERMINATION OF INSURANCE An Employee's coverage will end on the earliest of the following dates: 1. the date the Employee is eligible for coverage under a plan intended to replace this coverage; 2. the date the Policy is terminated; 3. the date the Employee is no longer in an eligible class; 4. the day after the end of the period for which premiums are paid; 5. the date the Employee is no longer in Active Service; 6. the date benefits end for failure to comply with the terms and conditions of the Policy. Disability Benefits will be payable to an Employee who is entitled to receive Disability Benefits when the Policy terminates, if he or she remains disabled and meets the requirements of the Policy. Any period of Disability, regardless of cause, that begins when the Employee is eligible under another group disability coverage provided by any employer, will not be covered. TL-007505.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 118 12 CONTINUATION OF INSURANCE This Continuation of Insurance provision modifies the Termination of Insurance provision to allow insurance to continue under certain circumstances if the Insured Employee is no longer in Active Service. Insurance that is continued under this provision is subject to all other terms of the Termination of Insurance provisions. Disability Insurance continues if an Employee's Active Service ends due to a Disability for which benefits under the Policy are or may become payable. Premiums for the Employee will be waived while Disability Benefits are payable. If the Employee does not return to Active Service, this insurance ends when the Disability ends or when benefits are no longer payable, whichever occurs first. If an Employee’s Active Service ends due to personal or family medical leave approved timely by the Employer, insurance will continue for an Employee for up to 12 weeks, if the required premium is paid when due. If an Employee’s Active Service ends due to any other leave of absence approved in writing by the Employer prior to the date the Employee ceases work insurance will continue for an Employee until the end of the month in which the leave begins if the required premium is paid. An approved leave of absence does not include termination of employment. If an Employee’s Active Service ends due to a layoff, insurance will continue for an Employee until the end of the month in which the leave begins if the required premium is paid. If an Employee’s Active Service ends due to any other excused short term absence from work that is reported to the Employer timely in accordance with the Employer’s reporting requirements for such short term absence, insurance for an Employee will continue until the earlier of: a. the date the Employee’s employment relationship with the Employer terminates; b. the date premiums are not paid when due; c. the end of the 30 day period that begins with the first day of such excused absence; d. the end of the period for which such short term absence is excused by the Employer. Notwithstanding any other provision of this policy, if an Employee’s Active Service ends due to termination of employment, or any other termination of the employment relationship, insurance will terminate and Continuation of Insurance under this provision will not apply. If an Employee’s insurance is continued pursuant to this Continuation of Insurance provision, and he or she becomes Disabled during such period of continuation, Disability Benefits will not begin until the later of the date the Elimination Period is satisfied or the date he or she is scheduled to return to Active Service. TL-004716 TAKEOVER PROVISION This provision applies only to Employees eligible under this Policy who were covered for long term disability coverage on the day prior to the effective date of this Policy under the Prior Plan provided by the Policyholder or by an entity that has been acquired by the Policyholder. A. This section A applies to Employees who are not in Active Service on the day prior to the effective date of this Policy due to a reason for which the Prior Plan and this Policy both provide for continuation of insurance. If required premium is paid when due, the Insurance Company will insure an Employee to which this section applies against a disability that occurs after the effective date of this Policy for the affected employee group. This coverage will be provided until the earlier of the date: (a) the employee returns to Active Service, (b) continuation of insurance under the Prior Plan would end but for termination of that plan; or (c) the date continuation of insurance under this Policy would end if computed from the first day the employee was not in Active Service. The Policy will provide this coverage as follows: DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 119 13 1. If benefits for a disability are covered under the Prior Plan, no benefits are payable under this Plan. 2. If the disability is not a covered disability under the Prior Plan solely because the plan terminated, benefits payable under this Policy for that disability will be the lesser of: (a) the disability benefits that would have been payable under the Prior Plan; and (b) those provided by this Policy. Credit will be given for partial completion under the Prior Plan of Elimination Periods and partial satisfaction of pre-existing condition limitations. B. The Elimination Period under this Policy will be waived for a Disability which begins while the Employee is insured under this Policy if all of the following conditions are met: 1. The Disability results from the same or related causes as a Disability for which monthly benefits were payable under the Prior Plan; 2. Benefits are not payable for the Disability under the Prior Plan solely because it is not in effect; 3. An Elimination Period would not apply to the Disability if the Prior Plan had not ended; 4. The Disability begins within 6 months of the Employee’s return to Active Service and the Employee’s insurance under this Policy is continuous from this Policy’s Effective Date. C. Except for any amount of benefit in excess of a Prior Plan's benefits, the Pre-existing Condition Limitation will not apply to an Employee covered under a Prior Plan who satisfied the pre-existing condition limitation, if any, under that plan. If an Employee, covered under a Prior Plan, did not fully satisfy the pre-existing condition limitation of that plan, credit will be given for any time that was satisfied under the Prior Plan's pre-existing condition limitation. Benefits will be determined based on the lesser of: (1) the amount of the gross disability benefit under the Prior Plan and any applicable maximums; and (2) those provided by this Policy. If benefits are payable under the Prior Plan for the Disability, no benefits are payable under this Policy. TL-005108 DESCRIPTION OF BENEFITS The following provisions explain the benefits available under the Policy. Please see the Schedule of Benefits for the applicability of these benefits to each class of Insureds. Disability Benefits The Insurance Company will pay Disability Benefits if an Employee becomes Disabled while covered under this Policy. The Employee must satisfy the Elimination Period, be under the Appropriate Care of a Physician, and meet all the other terms and conditions of the Policy. He or she must provide the Insurance Company, at his or her own expense, satisfactory proof of Disability before benefits will be paid. The Disability Benefit is shown in the Schedule of Benefits. The Insurance Company will require continued proof of the Employee’s Disability for benefits to continue. Elimination Period The Elimination Period is the period of time an Employee must be continuously Disabled before Disability Benefits are payable. The Elimination Period is shown in the Schedule of Benefits. A period of Disability is not continuous if separate periods of Disability result from unrelated causes. Disability Benefit Calculation The Disability Benefit Calculation is shown in the Schedule of Benefits. Monthly Disability Benefits are based on a 30 day period. They will be prorated if payable for any period less than a month. If an DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 120 14 Employee is working while Disabled, the Disability Benefit Calculation will be the Return to Work Incentive. Return to Work Incentive The Return to Work Incentive is shown in the Schedule of Benefits. An Employee may work for wage or profit while Disabled. In any month in which the Employee works and a Disability Benefit is payable, the Return to Work Incentive applies. The Insurance Company will, from time to time, review the Employee's status and will require satisfactory proof of earnings and continued Disability. Minimum Benefit The Insurance Company will pay the Minimum Benefit shown in the Schedule of Benefits despite any reductions made for Other Income Benefits. The Minimum Benefit will not apply if benefits are being withheld to recover an overpayment of benefits. Other Income Benefits An Employee for whom Disability Benefits are payable under this Policy may be eligible for benefits from Other Income Benefits. If so, the Insurance Company may reduce the Disability Benefits by the amount of such Other Income Benefits. Other Income Benefits include: 1. any amounts received (or assumed to be received*) by the Employee or his or her dependents under: - the Canada and Quebec Pension Plans; - the Railroad Retirement Act; - any local, state, provincial or federal government disability or retirement plan or law payable for Injury or Sickness provided as a result of employment with the Employer; - any sick leave or salary continuation plan of the Employer; - any work loss provision in mandatory "No-Fault" auto insurance. 2. any Social Security disability or retirement benefits the Employee or any third party receives (or is assumed to receive*) on his or her own behalf or for his or her dependents; or which his or her dependents receive (or are assumed to receive*) because of his or her entitlement to such benefits. 3. any Retirement Plan benefits funded by the Employer. "Retirement Plan" means any defined benefit or defined contribution plan sponsored or funded by the Employer. It does not include an individual deferred compensation agreement; a profit sharing or any other retirement or savings plan maintained in addition to a defined benefit or other defined contribution pension plan, or any employee savings plan including a thrift, stock option or stock bonus plan, individual retirement account or 40l(k) plan. 4. any proceeds payable under any franchise or group insurance or similar plan. If other insurance applies to the same claim for Disability, and contains the same or similar provision for reduction because of other insurance, the Insurance Company will pay for its pro rata share of the total claim. "Pro rata share" means the proportion of the total benefit that the amount payable under one policy, without other insurance, bears to the total benefits under all such policies. 5. any amounts received (or assumed to be received*) by the Employee or his or her dependents under any workers' compensation, occupational disease, unemployment compensation law or similar state or federal law payable for Injury or Sickness arising out of work with the Employer, including all permanent and temporary disability benefits. This includes any damages, compromises or settlement paid in place of such benefits, whether or not liability is admitted. 6. any amounts paid because of loss of earnings or earning capacity through settlement, judgment, arbitration or otherwise, where a third party may be liable, regardless of whether liability is determined. Dependents include any person who receives (or is assumed to receive*) benefits under any applicable law because of an Employee’s entitlement to benefits. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 121 15 *See the Assumed Receipt of Benefits provision. Increases in Other Income Benefits Any increase in Other Income Benefits during a period of Disability due to a cost of living adjustment will not be considered in calculating the Employee’s Disability Benefits after the first reduction is made for any Other Income Benefits. This section does not apply to any cost of living adjustment for Disability Earnings. Lump Sum Payments Other Income Benefits or earnings paid in a lump sum will be prorated over the period for which the sum is given. If no time is stated, the lump sum will be prorated over five years. If no specific allocation of a lump sum payment is made, then the total payment will be an Other Income Benefit. Assumed Receipt of Benefits The Insurance Company will assume the Employee (and his or her dependents, if applicable) are receiving benefits for which they are eligible from Other Income Benefits. The Insurance Company will reduce the Employee’s Disability Benefits by the amount from Other Income Benefits it estimates are payable to the Employee and his or her dependents. The Insurance Company will waive Assumed Receipt of Benefits, except for Disability Earnings for work the Employee performs while Disability Benefits are payable, if the Employee: 1. provides satisfactory proof of application for Other Income Benefits; 2. signs a Reimbursement Agreement; 3. provides satisfactory proof that all appeals for Other Income Benefits have been made unless the Insurance Company determines that further appeals are not likely to succeed; and 4. submits satisfactory proof that Other Income Benefits were denied. The Insurance Company will not assume receipt of any pension or retirement benefits that are actuarially reduced according to applicable law, until the Employee actually receives them. Social Security Assistance The Insurance Company may help the Employee in applying for Social Security Disability Income (SSDI) Benefits, and may require the Employee to file an appeal if it believes a reversal of a prior decision is possible. The Insurance Company will reduce Disability Benefits by the amount it estimates the Employee will receive, if the Employee refuses to cooperate with or participate in the Social Security Assistance Program. Recovery of Overpayment The Insurance Company has the right to recover any benefits it has overpaid. The Insurance Company may use any or all of the following to recover an overpayment: 1. request a lump sum payment of the overpaid amount; 2. reduce any amounts payable under this Policy; and/or 3. take any appropriate collection activity available to it. The Minimum Benefit amount will not apply when Disability Benefits are reduced in order to recover any overpayment. If an overpayment is due when the Employee dies, any benefits payable under the Policy will be reduced to recover the overpayment. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 122 16 Successive Periods of Disability A separate period of Disability will be considered continuous: 1. if it results from the same or related causes as a prior Disability for which benefits were payable; and 2. if, after receiving Disability Benefits, the Employee returns to work in his or her Regular Occupation for less than 6 consecutive months; and 3. if the Employee earns less than the percentage of Indexed Earnings that would still qualify him or her to meet the definition of Disability/Disabled during at least one month. Any later period of Disability, regardless of cause, that begins when the Employee is eligible for coverage under another group disability plan provided by any employer will not be considered a continuous period of Disability. For any separate period of disability which is not considered continuous, the Employee must satisfy a new Elimination Period. LIMITATIONS Limited Benefit Periods for Mental or Nervous Disorders The Insurance Company will pay Disability Benefits on a limited basis during an Employee's lifetime for a Disability caused by, or contributed to by, any one or more of the following conditions. Once 24 monthly Disability Benefits have been paid, no further benefits will be payable for any of the following conditions. 1) Anxiety disorders 2) Delusional (paranoid) disorders 3) Depressive disorders 4) Eating disorders 5) Mental illness 6) Somatoform disorders (psychosomatic illness) If, before reaching his or her lifetime maximum benefit, an Employee is confined in a hospital for more than 14 consecutive days, that period of confinement will not count against his or her lifetime limit. The confinement must be for the Appropriate Care of any of the conditions listed above. Limited Benefit Periods for Alcoholism and Drug Addiction or Abuse The Insurance Company will pay Disability Benefits on a limited basis during an Employee's lifetime for a Disability caused by, or contributed to by, any one or more of the following conditions. Once 24 monthly Disability Benefits have been paid, no further benefits will be payable for any of the following conditions. 1) Alcoholism 2) Drug addiction or abuse If, before reaching his or her lifetime maximum benefit, an Employee is confined in a hospital for more than 14 consecutive days, that period of confinement will not count against his or her lifetime limit. The confinement must be for the Appropriate Care of any of the conditions listed above. Pre-Existing Condition Limitation The Insurance Company will not pay benefits for any period of Disability caused or contributed to by, or resulting from, a Pre-existing Condition. A "Pre-existing Condition" means any Injury or Sickness for which the Employee incurred expenses, received medical treatment, care or services including diagnostic measures, took prescribed drugs or medicines, or for which a reasonable person would have consulted a Physician within 3 months before his or her most recent effective date of insurance. The Pre-existing Condition Limitation will apply to any added benefits or increases in benefits. This limitation will not apply to a period of Disability that begins after an Employee is covered for at least 12 months after his or her most recent effective date of insurance, or the effective date of any added or increased benefits. TL-007500.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 123 17 ADDITIONAL BENEFITS Rehabilitation During a Period of Disability If the Insurance Company determines that a Disabled Employee is a suitable candidate for rehabilitation, the Insurance Company may require the Employee to participate in a Rehabilitation Plan and assessment at our expense. The Insurance Company has the sole discretion to approve the Employee's participation in a Rehabilitation Plan and to approve a program as a Rehabilitation Plan. The Insurance Company will work with the Employee, the Employer and the Employee's Physician and others, as appropriate, to perform the assessment, develop a Rehabilitation Plan, and discuss return to work opportunities. The Rehabilitation Plan may, at the Insurance Company's discretion, allow for payment of the Employee's medical expense, education expense, moving expense, accommodation expense or family care expense while he or she participates in the program. If an Employee fails to fully cooperate in all required phases of the Rehabilitation Plan and assessment without Good Cause, no Disability Benefits will be paid, and insurance will end. TL-007501.00 Survivor Benefit The Insurance Company will pay a Survivor Benefit if an Employee dies while Monthly Benefits are payable. The Employee must have been continuously Disabled for the Survivor Benefit Waiting Period before the first benefit is payable. These benefits will be payable for the Maximum Benefit Period for Survivor Benefits. Benefits will be paid to the Employee's Spouse. If there is no Spouse, benefits will be paid in equal shares to the Employee's surviving Children. If there are no Spouse and no Children, benefits will be paid to the Employee's estate. "Spouse" means an Employee's lawful spouse. "Children" means an Employee's unmarried children under age 21 who are chiefly dependent upon the Employee for support and maintenance. The term includes a stepchild living with the Employee at the time of his or her death. TL-005107 TERMINATION OF DISABILITY BENEFITS Benefits will end on the earliest of the following dates: 1. the date the Employee earns from any occupation, more than the percentage of Indexed Earnings set forth in the definition of Disability applicable to him or her at that time; 2. the date the Insurance Company determines he or she is not Disabled; 3. the end of the Maximum Benefit Period; 4. the date the Employee dies; 5. the date the Employee refuses, without Good Cause, to fully cooperate in all required phases of the Rehabilitation Plan and assessment; 6. the date the Employee is no longer receiving Appropriate Care; 7. the date the Employee fails to cooperate with the Insurance Company in the administration of the claim. Such cooperation includes, but is not limited to, providing any information or documents needed to determine whether benefits are payable or the actual benefit amount due. Benefits may be resumed if the Employee begins to cooperate fully in the Rehabilitation Plan within 30 days of the date benefits terminated. TL-007502.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 124 18 EXCLUSIONS The Insurance Company will not pay any Disability Benefits for a Disability that results, directly or indirectly, from: 1. suicide, attempted suicide, or self-inflicted injury while sane or insane. 2. war or any act of war, whether or not declared. 3. active participation in a riot. 4. commission of a felony. 5. the revocation, restriction or non-renewal of an Employee’s license, permit or certification necessary to perform the duties of his or her occupation unless due solely to Injury or Sickness otherwise covered by the Policy. In addition, the Insurance Company will not pay Disability Benefits for any period of Disability during which the Employee is incarcerated in a penal or corrections institution. TL-007503.00 CLAIM PROVISIONS Notice of Claim Written notice, or notice by any other electronic/telephonic means authorized by the Insurance Company, must be given to the Insurance Company within 31 days after a covered loss occurs or begins or as soon as reasonably possible. If written notice, or notice by any other electronic/telephonic means authorized by the Insurance Company, is not given in that time, the claim will not be invalidated or reduced if it is shown that notice was given as soon as was reasonably possible. Notice can be given at our home office in Philadelphia, Pennsylvania or to our agent. Notice should include the Employer's Name, the Policy Number and the claimant's name and address. Claim Forms When the Insurance Company receives notice of claim, the Insurance Company will send claim forms for filing proof of loss. If claim forms are not sent within 15 days after notice is received by the Insurance Company, the proof requirements will be met by submitting, within the time required under the "Proof of Loss" section, written proof, or proof by any other electronic/telephonic means authorized by the Insurance Company, of the nature and extent of the loss. Claimant Cooperation Provision Failure of a claimant to cooperate with the Insurance Company in the administration of the claim may result in termination of the claim. Such cooperation includes, but is not limited to, providing any information or documents needed to determine whether benefits are payable or the actual benefit amount due. Insurance Data The Employer is required to cooperate with the Insurance Company in the review of claims and applications for coverage. Any information the Insurance Company provides in these areas is confidential and may not be used or released by the Employer if not permitted by applicable privacy laws. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 125 19 Proof of Loss Written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, must be given to the Insurance Company within 90 days after the date of the loss for which a claim is made. If written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, is not given in that 90 day period, the claim will not be invalidated nor reduced if it is shown that it was given as soon as was reasonably possible. In any case, written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, must be given not more than one year after that 90 day period. If written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, is provided outside of these time limits, the claim will be denied. These time limits will not apply while the person making the claim lacks legal capacity. Written proof, or proof by any other electronic/telephonic means authorized by the Insurance Company, that the loss continues must be furnished to the Insurance Company at intervals required by us. Within 30 days of a request, written proof of continued Disability and Appropriate Care by a Physician must be given to the Insurance Company. Time of Payment Disability Benefits will be paid at regular intervals of not less frequently than once a month. Any balance, unpaid at the end of any period for which the Insurance Company is liable, will be paid at that time. To Whom Payable Disability Benefits will be paid to the Employee. If any person to whom benefits are payable is a minor or, in the opinion of the Insurance Company, is not able to give a valid receipt, such payment will be made to his or her legal guardian. However, if no request for payment has been made by the legal guardian, the Insurance Company may, at its option, make payment to the person or institution appearing to have assumed custody and support. If an Employee dies while any Disability Benefits remain unpaid, the Insurance Company may, at its option, make direct payment to any of the following living relatives of the Employee: spouse, mother, father, children, brothers or sisters; or to the executors or administrators of the Employee's estate. The Insurance Company may reduce the amount payable by any indebtedness due. Payment in the manner described above will release the Insurance Company from all liability for any payment made. Physical Examination and Autopsy The Insurance Company, at its expense, will have the right to examine any person for whom a claim is pending as often as it may reasonably require. The Insurance Company may, at its expense, require an autopsy unless prohibited by law. Legal Actions No action at law or in equity may be brought to recover benefits under the Policy less than 60 days after written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, has been furnished as required by the Policy. No such action shall be brought more than 3 years after the time satisfactory proof of loss is required to be furnished. Time Limitations If any time limit stated in the Policy for giving notice of claim or proof of loss, or for bringing any action at law or in equity, is less than that permitted by the law of the state in which the Employee lives when the Policy is issued, then the time limit provided in the Policy is extended to agree with the minimum permitted by the law of that state. Physician/Patient Relationship The Insured will have the right to choose any Physician who is practicing legally. The Insurance Company will in no way disturb the Physician/patient relationship. TL-004724 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 126 20 ADMINISTRATIVE PROVISIONS Premiums The premiums for this Policy will be based on the rates currently in force, the plan and the amount of insurance in effect. Changes in Premium Rates The premium rates may be changed by the Insurance Company from time to time with at least 31 days advance written notice. No change in rates will be made until 36 months after the Policy Effective Date. An increase in rates will not be made more often than once in a 12 month period. However, the Insurance Company reserves the right to change the rates even during a period for which the rate is guaranteed if any of the following events take place. 1. The terms of the Policy change. 2. A division, subsidiary, affiliated company or eligible class is added or deleted from the Policy. 3. There is a change in the factors bearing on the risk assumed. 4. Any federal or state law or regulation is amended to the extent it affects the Insurance Company's benefit obligation. 5. The Insurance Company determines that the Employer has failed to promptly furnish any necessary information requested by the Insurance Company, or has failed to perform any other obligations in relation to the Policy. If an increase or decrease in rates takes place on a date that is not a Premium Due Date, a pro rata adjustment will apply from the date of the change to the next Premium Due Date. Reporting Requirements The Employer must, upon request, give the Insurance Company any information required to determine who is insured, the amount of insurance in force and any other information needed to administer the plan of insurance. Payment of Premium The first premium is due on the Policy Effective Date. After that, premiums will be due monthly unless the Employer and the Insurance Company agree on some other method of premium payment. If any premium is not paid when due, the plan will be canceled as of the Premium Due Date, except as provided in the Policy Grace Period section. Notice of Cancellation The Employer or the Insurance Company may cancel the Policy as of any Premium Due Date by giving 31 days advance written notice. If a premium is not paid when due, the Policy will automatically be canceled as of the Premium Due Date, except as provided in the Policy Grace Period section. Policy Grace Period A Policy Grace Period of 60 days will be granted for the payment of the required premiums under this Policy. This Policy will be in force during the Policy Grace Period. The Employer is liable to the Insurance Company for any unpaid premium for the time this Policy was in force. Grace Period for the Insured If the required premium is not paid on the Premium Due Date, there is a 60 day grace period after each premium due date after the first. If the required premium is not paid during the grace period, insurance will end on the last day for which premium was paid. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 127 21 Reinstatement of Insurance An Employee's insurance may be reinstated if it ends because the Employee is on an unpaid leave of absence. An Employee's insurance may be reinstated only if reinstatement occurs within 12 weeks from the date insurance ends due to an Employer approved unpaid leave of absence or must be returning from military service pursuant to the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA). For insurance to be reinstated the following conditions must be met. 1. An Employee must be in a Class of Eligible Employees. 2. The required premium must be paid. 3. A written request for reinstatement must be received by the Insurance Company within 31 days from the date an Employee returns to Active Service. Reinstated insurance will be effective on the date the Employee returns to Active Service. If an Employee did not fully satisfy the Eligibility Waiting Period or the Pre-Existing Condition Limitation (if any) before insurance ended due to an unpaid leave of absence, credit will be given for any time that was satisfied. TL-004720 GENERAL PROVISIONS Entire Contract The entire contract will be made up of the Policy, the application of the Employer, a copy of which is attached to the Policy, and the applications, if any, of the Insureds. Incontestability All statements made by the Employer or by an Insured are representations not warranties. No statement will be used to deny or reduce benefits or as a defense to a claim, unless a copy of the instrument containing the statement has been furnished to the claimant. In the event of death or legal incapacity, the beneficiary or representative must receive the copy. After two years from an Insured's effective date of insurance, or from the effective date of any added or increased benefits, no such statement will cause insurance to be contested except for fraud or eligibility for coverage. Misstatement of Age If an Insured's age has been misstated, the Insurance Company will adjust all benefits to the amounts that would have been purchased for the correct age. Policy Changes No change in the Policy will be valid until approved by an executive officer of the Insurance Company. This approval must be endorsed on, or attached to, the Policy. No agent may change the Policy or waive any of its provisions. Workers' Compensation Insurance The Policy is not in lieu of and does not affect any requirements for insurance under any Workers' Compensation Insurance Law. Certificates A certificate of insurance will be delivered to the Employer for delivery to Insureds. Each certificate will list the benefits, conditions and limits of the Policy. It will state to whom benefits will be paid. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 128 22 Assignment of Benefits The Insurance Company will not be affected by the assignment of an Insured's certificate until the original assignment or a certified copy of the assignment is filed with the Insurance Company. The Insurance Company will not be responsible for the validity or sufficiency of an assignment. An assignment of benefits will operate so long as the assignment remains in force provided insurance under the Policy is in effect. This insurance may not be levied on, attached, garnisheed, or otherwise taken for a person's debts. This prohibition does not apply where contrary to law. Clerical Error A person's insurance will not be affected by error or delay in keeping records of insurance under the Policy. If such an error is found, the premium will be adjusted fairly. Agency The Employer and Plan Administrator are agents of the Employee for transactions relating to insurance under the Policy. The Insurance Company is not liable for any of their acts or omissions. TL-004726 Certain Internal Revenue Code (IRC) & Internal Revenue Service (IRS) Functions The Insurer may agree with the Subscriber to perform certain functions required by the Internal Revenue Code and IRS regulations. Such functions may include the preparation and filing of wage and tax statements (Form W-2) for disability benefit payments made under this Policy. In consideration of the payment of premiums by the Subscriber, the Insurer waives the right to transfer liability with respect to the employer taxes imposed on the Insurer by IRS Regulation 32.1(e)(1) for monthly Disability payments made under this Policy. Employee money may not be used to fund the Premium for the services and payments of this section. TL-009230.00 DEFINITIONS Please note, certain words used in this document have specific meanings. These terms will be capitalized throughout this document. The definition of any word, if not defined in the text where it is used, may be found either in this Definitions section or in the Schedule of Benefits. Active Service An Employee is in Active Service on a day which is one of the Employer's scheduled work days if either of the following conditions are met. 1. The Employee is performing his or her regular occupation for the Employer on a full-time basis. He or she must be working at one of the Employer's usual places of business or at some location to which the employer's business requires an Employee to travel. 2. The day is a scheduled holiday or vacation day and the Employee was performing his or her regular occupation on the preceding scheduled work day. An Employee is in Active Service on a day which is not one of the Employer's scheduled work days only if he or she was in Active Service on the preceding scheduled work day. Appropriate Care Appropriate Care means the determination of an accurate and medically supported diagnosis of the Employee’s Disability by a Physician, or a plan established by a Physician of ongoing medical treatment and care of the Disability that conforms to generally accepted medical standards, including frequency of treatment and care. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 129 23 Consumer Price Index (CPI-W) The Consumer Price Index for Urban Wage Earners and Clerical Workers published by the U.S. Department of Labor. If the index is discontinued or changed, another nationally published index that is comparable to the CPI-W will be used. Disability Earnings Any wage or salary for any work performed for any employer during the Employee’s Disability, including commissions, bonus, overtime pay or other extra compensation. Employee For eligibility purposes, an Employee is an employee of the Employer in one of the "Classes of Eligible Employees." Otherwise, Employee means an employee of the Employer who is insured under the Policy. Employer The Employer who has subscribed to the Policyholder and for the benefit of whose Employees this policy has been issued. The Employer, named as the Subscriber on the front of this Policy, includes any affiliates or subsidiaries covered under the Policy. The Employer is acting as an agent of the Insured for transactions relating to this insurance. The actions of the Employer shall not be considered the actions of the Insurance Company. Full-time Full-time means the number of hours set by the Employer as a regular work day for Employees in the Employee's eligibility class. Good Cause A medical reason preventing participation in the Rehabilitation Plan. Satisfactory proof of Good Cause must be provided to the Insurance Company. Indexed Earnings For the first 12 months Monthly Benefits are payable, Indexed Earnings will be equal to Covered Earnings. After 12 Monthly Benefits are payable, Indexed Earnings will be an Employee's Covered Earnings plus an increase applied on each anniversary of the date Monthly Benefits became payable. The amount of each increase will be the lesser of: 1. 10% of the Employee's Indexed Earnings during the preceding year of Disability; or 2. the rate of increase in the Consumer Price Index (CPI-W) during the preceding calendar year. Injury Any accidental loss or bodily harm which results directly and independently of all other causes from an Accident. Insurability Requirement An eligible person will satisfy the Insurability Requirement for an amount of coverage on the day the Insurance Company agrees in writing to accept him or her as insured for that amount. To determine a person's acceptability for coverage, the Insurance Company will require evidence of good health and may require it be provided at the Employee's expense. Insurance Company The Insurance Company underwriting the Policy is named on the Policy cover page. Insured A person who is eligible for insurance under the Policy, for whom insurance is elected, the required premium is paid and coverage is in force under the Policy. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 130 24 Physician Physician means a licensed doctor practicing within the scope of his or her license and rendering care and treatment to an Insured that is appropriate for the condition and locality. The term does not include an Employee, an Employee's spouse, the immediate family (including parents, children, siblings or spouses of any of the foregoing, whether the relationship derives from blood or marriage), of an Employee or spouse, or a person living in an Employee's household. Prior Plan The Prior Plan refers to the plan of insurance providing similar benefits sponsored by the Employer in effect directly prior to the Policy Effective Date. A Prior Plan will include the plan of a company in effect on the day prior to that company's addition to this Policy after the Policy Effective Date. Regular Occupation The occupation the Employee routinely performs at the time the Disability begins. In evaluating the Disability, the Insurance Company will consider the duties of the occupation as it is normally performed in the general labor market in the national economy. It is not work tasks that are performed for a specific employer or at a specific location. Rehabilitation Plan A written plan designed to enable the Employee to return to work. The Rehabilitation Plan will consist of one or more of the following phases: 1. rehabilitation, under which the Insurance Company may provide, arrange or authorize educational, vocational or physical rehabilitation or other appropriate services; 2. work, which may include modified work and work on a part-time basis. Sickness Any physical or mental illness. TL-007500.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 131 25 Life Insurance Company of North America a stock insurance company Rider to Group Policy No. LK-961943 Effective Date of Rider: January 1, 2009 Eligible Classes to which this Rider applies: All Classes MODIFICATION OF GROUP DISABILITY POLICY TO ADD DOMESTIC PARTNER AS AN ELIGIBLE SURVIVOR UNDER THE SURVIVOR BENEFIT The Survivor Benefit are modified in the Policy as follows: 1. All references to the term “Spouse” are replaced by "Spouse or Domestic Partner" except for the following references: a. The first reference to “Spouse” in the benefit text is changed to “Spouse, or Domestic Partner if there is no Spouse,” b. The text pertaining to the definition of “Spouse" remains unchanged. 2. The following definition of Domestic Partner is added. “Domestic Partner” means a person who is registered as the Employee’s domestic partner with the California Secretary of State. Except for the above, this Rider does not change the Group Policy to which it is attached. Life Insurance Company of North America By: Karen S. Rohan, President TL-007152-1.05 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 132 26 IMPORTANT CHANGES FOR STATE REQUIREMENTS If an Employee resides in one of the following states, the provisions of the certificate are modified for residents of the following states. The modifications listed apply only to residents of that state. Louisiana residents: The percentage of Indexed Earnings, if any, that qualifies an insured to meet the definition of Disability/Disabled may not be less than 80%. Minnesota residents: The Pre-existing Condition Limitation, if any, may not be longer than 24 months from the insured’s most recent effective date of insurance. Texas residents: Any provision offsetting or otherwise reducing any benefit by an amount payable under an individual or franchise policy will not apply. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 133 LIFE INSURANCE COMPANY OF NORTH AMERICA PHILADELPHIA, PA 19192-2235 We, City of Palo Alto, whose main office address is Palo Alto, CA, hereby approve and accept the terms of Group Policy Number LK-961943 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY. This form is to be signed in duplicate. One part is to be retained by City of Palo Alto; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA. City of Palo Alto Signature and Title: _________________________________________ Date:__________________________ (This Copy Is To Be Returned To Life Insurance Company of North America) -------------------------------------------------------------------------------------------------------------------------------------- LIFE INSURANCE COMPANY OF NORTH AMERICA PHILADELPHIA, PA 19192-2235 We, City of Palo Alto, whose main office address is Palo Alto, CA, hereby approve and accept the terms of Group Policy Number LK-961943 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE PUBLIC ADMINISTRATION INDUSTRY. This form is to be signed in duplicate. One part is to be retained by City of Palo Alto; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA. City of Palo Alto Signature and Title: _________________________________________ Date:__________________________ (This Copy Is To Be Retained By City of Palo Alto) DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 134 Life Insurance Company of North America 1601 Chestnut Street Philadelphia, Pennsylvania 19192-2235 AMENDMENT Policyholder: Trustee of the Group Insurance Trust for Employers in the Public Administration Industry Subscriber: City of Palo Alto Policy No.: OK - 964302 This Amendment is attached to and made part of the Policy specified above. It is subject to all of the policy provisions that do not conflict with its provisions. Subscriber and We hereby agree that the Policy is amended as follows: Effective January 1, 2022, the following rates will be in force for Classes 1, 2 and 3 for coverage under the Policy: Premium Rate: Basic Insurance Employee Rate: $0.015 per $1,000 Voluntary Insurance Employee Rate: $0.02 per $1,000 No change in rates will be made until 36 months after the effective date of this Amendment. However, the Company reserves the right to change the rates at any time during a period for which the rates are guaranteed if the conditions described in the Changes in Premium Rates provision under the Administrative Provisions section of the Policy apply. Except for the above, this Amendment does not change the Policy in any way. Life Insurance Company of North America William J. Smith, President Date: August 26, 2021 Amendment No. 04ri0215 GA -00-4000.00 DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 135 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall provide Insurance benefits as specified in EXHIBIT “A” Scope of Services. Claims shall be processed in a timely manner to the reasonable satisfaction of the CITY. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 136 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 EXHIBIT C COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the rate schedules within Exhibits A-1, A-2 and A-3. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A” (“Services”) and reimbursable expenses shall not exceed $1,920,000.00. CONSULTANT agrees to complete all Services, including reimbursable expenses, within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. REIMBURSABLE EXPENSES CITY’S sole financial obligation to CONSULTANT shall be the payment of premiums as provided in the Policies. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in such proposal. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 137 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 138 City of Palo Alto Professional Services Contract No. C22183900 Rev. Dec.15, 2020 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO DocuSign Envelope ID: C9DE40AE-C5E8-4AD0-BF22-BA5334AA9CBA 4.b Packet Pg. 139