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HomeMy WebLinkAbout23656AGREEMENT INFORMATION AGREEMENT NUMBER 23656 NAME/TYPE OF AGREEMENT PFM ASSET MANAGEMENT LLC DESCRIPTION CONSENT OF ASSIGNMENT AGREEMENT/INVESTMENT MANAGEMENT SERVICES EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 11/1/2021 DATE RECEIVED FROM ISSUING DEPT. 11/1/2021 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: PFM Asset Managment LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO OTHER: (PLEASE SPECIFY) Consent of Assignment Agreement PURPOSE OF ITEM (BRIEF SUMMARY): To execute a consent to deemed agreement of investment advisory agreement(s) with PFM Asset Management LLC COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22000 Annie Perez, CPPO SIGNATURE: RISK MANAGEMENT Ann -Marie Sharpe SIGNATURE: CITY ATTORNEY Victoria Mendez SIGNATURE: ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER October 28, 2021 1 10:24 Fernando Casamayor 00 EDT SIGNATURE: C ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: CITY MANAGER October 28, 2021 1 10:39:36 Arthur Noriega V EDT SIGNATURE: &ilLio Witty, CITY CLERK A COPY EMAILED TO TO CITY ATTORNEY'S OFFICE A COPY EMAILED TO DEPARTMENT A COPY EMAILED TO CITY CLERKS OFFICE ONE COPY MAILED/EMAILED TO VENDOR November 1, 2021 1 11:28:44 Todd Hannon EDT SIGNATURE: ""�"`"" f—•- Ci--- �`°a°"e°°°"°'° PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER November 1, 2021 1 11:31:46 EDT DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 pfm 213 Market Street Harrisburg, PA 17101 717-232-2723 pfm.com July 23, 2021 Armando Blanco City of Miami, FL Riverside Center 444 SW Second Ave. Miami, FL 33130 PFM Asset Management LLC ("PFMAM") considers it a privilege to serve as your investment advisor. We are writing to you to request your authorization to continue to provide investment management services, upon completion of the transaction described below, under the investment advisory agreement(s) you have with PFMAM. PFMAM and its affiliates are currently owned through a holding company by our senior management. The holding company has entered into a definitive agreement to sell PFMAM along with other associated entities to U.S. Bancorp Asset Management Inc. ("USBAM"), a subsidiary of U.S. Bancorp. PFMAM will become a wholly owned subsidiary of USBAM and will continue to operate as a separate registered investment advisor known as PFM Asset Management, a division of USBAM. The transaction is expected to close near the end of the year. USBAM and PFMAM have complementary businesses, and a strong collective presence in money markets, investment -grade fixed income and multi -asset class outsourced chief investment officer ("OCIO") advisory services. We believe the enhanced resources of the investment, credit and research teams will support and strengthen the capabilities of both firms to serve government, not - for -profit, corporate, and other institutional clients. For additional details and answers to frequently asked questions, please refer to the accompanying informational materials. When the transaction closes, the action would be treated under applicable law as a change in control of PFMAM and thus as a constructive or "deemed" assignment of your investment advisory contract. Your investment advisory contract with PFMAM allows assignment only upon your consent. Therefore, we request that you consent to the deemed assignment by signing and returning the form of consent which accompanies this letter. Following the transmittal of this letter, PFMAM will continue our investment management of your account for your benefit with PFMAM personnel continuing to serve you. In the event that you do not give notice to PFMAM within 60 days after the date of this letter that you disapprove of the deemed assignment, you will be considered to have consented to the assignment, and your investment DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 July 23, 2021 Page 2 advisory agreement will remain in effect, with no change to its terms, both before and after completion of the transaction. You of course continue to have the right, before and after the change in control, to terminate the investment advisory agreement in accordance with its terms. If you have questions or wish to discuss this matter, please contact your client services manager at PFMAM; or you may contact either of us at the above address, by telephone or by email. Thank you for allowing PFMAM to serve you as investment advisor. Our colleagues at PFMAM are confident that you will find the transaction will enhance our ability to serve you, and that you will find the completion of the transaction seamless. Sincerely, PFM Asset Management LLC Marty Margolis President John Molloy, CFA Managing Director DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 CONSENT TO DEEMED ASSIGNMENT OF INVESTMENT ADVISORY AGREEMENT[S] WITH PFM ASSET MANAGEMENT LLC The below named Investor hereby consents to the deemed assignment of all Investment Advisory Agreements between such Investor and PFM Asset Management LLC ("PFMAM") upon the change in control of the holding company of PFMAM. The undersigned officer is duly authorized by such Investor to execute and deliver this consent. City of Miami Name of Investor Florida State Do.Signed by: Asnr Signature of City Manager Arthur Noriega V Name of City Manager City Manager Title October 28, 2021 1 10:39:36 EDT Date oo�nsisnea bv: Attest: Todd Hannon, City Cler DocuSigned by: DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 embank. U.S. Bank Acquires PFM's Asset Management Business pfm MINN EAPOLIS (July 8, 2021) — U.S. Bank announced today that it has entered into a definitive agreement to purchase PFM Asset Management LLC under its subsidiary, U.S. Bancorp Asset Management. PFM Asset Management will continue to operate as a separate entity. PFM Asset Management and U.S. Bancorp Asset Management had combined assets under management and assets under administration of more than $325 billion on March 31, 2021. "PFM Asset Management brings a wide array of client relationships and product offerings, including local government investment pools, outsourced chief investment officer services and separately managed accounts in both fixed income and multi -asset class strategies," said Eric Thole, head of U.S. Bancorp Asset Management. "These services complement U.S. Bank's current book of business and we're thrilled to have the opportunity to increase our presence nationally and solidify U.S. Bank's position as a leading provider of investment solutions." Thole added, "PFM Asset Management has a great reputation in the public space, and that's a testament to its talent. U.S. Bank is known for working with clients one-on-one to understand their unique needs and delivering customized, proactive solutions to help them meet their objectives. We're excited to put the variety of resources offered by U.S. Bank to work for our new colleagues and clients." Marty Margolis, head of PFM Asset Management, said, "This sale combines the resources of two organizations who recognize the importance of providing clients with exemplary customer service; our commitment to clients will remain a priority throughout the transition. We're also very pleased that U.S. Bank aligns with our fundamental belief in creating a diverse, inclusive and ethical culture." PFM's financial advisory business is not part of this acquisition and will continue to operate independently as the nation's leading independent financial advisor in terms of transactions and par amount. For the year ended December 31, 2020, PFM advised on 995 overall transactions totaling more than $69.7 billion in par amount, according to Ipreo. "PFM will continue to provide outstanding financial advisory and consulting services to state and local governments and the non-profit sector," said Dan Hartman, who currently leads PFM's financial advisory practice and will lead PFM as its president and CEO after closing. U.S. Bancorp Asset Management is part of U.S. Bank's Wealth Management and Investment Services division, which has more than $8.6 trillion in assets under custody and administration and $244 billion in assets under management, globally. In addition to offering asset management products and services, it also offers global corporate trust and custody services, alternative investment, fund custody and administration services, and wealth management services. The deal was signed on July 7, 2021 and is expected to close in fourth quarter 2021, subject to regulatory approval and satisfaction of customary closing conditions. Financial terms were not disclosed.. Piper Sandler & Co. served as strategic and financial advisor, and Dechert LLP served as legal counsel to PFM. McCarter & English served as legal counsel to PFM's financial advisory business. Jones Day served as legal counsel to U.S. Bank. ### DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 Contacts: Kimberly Mikrot, U.S. Bank Public Affairs & Communications kimberlv.mikrot@usbank.com 1612.206.2553 Michael Harris, PFM Asset Management LLC harrismccapfm.com 1717.231.6240 David Eichenthal, PFM eichenthalditfm.com 1423.637.8085 About U.S. Bancorp Asset Management U.S. Bancorp Asset Management's core strength and focus is managing investment grade fixed income strategies for institutional clients. A registered investment adviser, it has been providing investment grade fixed income investment solutions since 1982. With more than $160 billion in assets under management as of March 31, 2021, U.S. Bancorp Asset Management is a resource for institutional clients including corporations, healthcare organizations, higher education, public entities and nonprofits. For more information, visit usbancorpassetmanagement.com. About U.S. Bank U.S. Bancorp, with nearly 70,000 employees and $553 billion in assets as of March 31, 2021, is the parent company of U.S. Bank National Association. The Minneapolis -based company serves millions of customers locally, nationally and globally through a diversified mix of businesses: Consumer and Business Banking; Payment Services; Corporate & Commercial Banking; and Wealth Management and Investment Services. The company has been recognized for its approach to digital innovation, social responsibility and customer service, including being named one of the 2021 World's Most Ethical Companies and Fortune's most admired superregional bank. Learn more at usbank.com/about. About PFM At PFM, over 600 employees — asset managers (with $123 billion in assets under management and $41.2 billion in assets under administration as of March 31, 2021), financial advisors and consultants — partner with clients in every region of the country to transform their world. PFM combines superior financial advice, disciplined management and ingenuity to build, power, move and educate. PFM is the marketing name for a group of affiliated companies providing a range of services. All services are provided through separate agreements with each company. For more information regarding PFM's services or entities, please visit pfm.com. U.S. Bancorp Asset Management, Inc. is a registered investment adviser and subsidiary of U.S. Bank National Association. U.S. Bank National Association is a separate entity and wholly owned subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services, or performance of U.S. Bancorp Asset Management, Inc. NOT FDIC INSURED I NO BANK GUARANTEE I MAY LOSE VALUE 2 DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 Frequently Asked Questions about PFM Asset Management Client Consent As of July 19, 2021 hitroduction and transaction Summary pfm The PFM holding company has entered into a definitive agreement to sell PFM Asset Management LLC (PFMAM) along with other associated entities (PFM Fund Distributors, Inc. (PFMFD) broker -dealer entity and PFM Financial Services LLC (PFMFS) Purchase -Card marketing entity) to U.S. Bancorp Asset Management Inc. (USBAM), a subsidiary of U.S. Bancorp. PFMAM will become a wholly -owned subsidiary of USBAM and will continue to operate as a separately registered investment adviser known as PFM Asset Management, a division of USBAM. The transaction is expected to close near the end of the year. USBAM and PFMAM have complementary businesses and a strong collective presence in money markets, investment -grade fixed income and multi -asset class outsourced chief investment officer (OCIO) advisory services. We believe the enhanced resources of the investment, credit and research teams will support and strengthen the capabilities of both firms to serve government, not -for -profit, corporate, and other institutional clients. Overall Business Case Why is PFMAM being acquired by USBAM? PFMAM continues to lead with a client first approach, and management believes the transaction to sell PFM Asset Management will best position the firm to meet client needs. PFMAM will benefit from economies of scale and resources provided by a larger platform, which Organizatior i Topics What is the new corporate structure for PFMAM? PFMAM will continue as a separate registered investment adviser, use the PFM Asset Management name, and become a division of U.S. Bancorp Asset Management, Inc. (USBAM), a subsidiary of U.S. Bank. Subject to regulatory approval, PFM Fund Distributors, Inc. will remain the broker -dealer affiliate of PFMAM. PFM Financial Services LLC will transition with PFMAM to continue to provide Purchase Card (P-Card) marketing services. Will there be any changes in the leadership of the businesses? What will they be? After PFMAM becomes a division of USBAM, upon closing of the transaction, the majority of PFMAM will help mitigate the growing industry challenges of access to capital for further growth, cybersecurity and technology investment. We believe this is a natural evolution for the PFMAM business and will strengthen our position within an evolving asset management arena. leaders and professionals will remain in place to provide investment management, client service and day-to-day administration. But, there will be some management changes. As part of an accelerated succession for Marty Margolis, Ken Schiebel, CFA, a 26-year PFM veteran, will assume Chief Investment Officer responsibilities and John Molloy, CFA, a 19- year PFM veteran, will take on other leadership and administrative responsibilities. Both will report to Eric Thole, CEO of USBAM. Marty will serve as an executive consultant to Eric Thole for an interim period after closing. In addition to Ken and John, PFMAM's regional and select functional team leaders, Lauren Brant (West), Nelson Bush (South), Stephen Faber (East), Tim Sullivan (Midwest), John Spagnola (OCIO), Michael Harris (Marketing), and Leo Karwejna © PFM Asset Management LLC 1 pfm.com DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 (CCO) will join the USBAM executive leadership team in guiding the combined organization. Additionally, in portfolio management, Jeff Rowe, CFA, a 16-year PFM veteran, will assume full responsibility for PFMAM's short-term portfolio management and trading, including responsibility for LGIPs and short- term portfolios. Michael Varano, current short-term co - lead, will assist PFMAM through the transition to USBAM after which he will separate from PFMAM. Similarly, Barbara Fava, head of treasury management consulting, will assist with the transition of that business to PFM Financial Advisors as part of the financial advisory/ management, budgeting, and consulting business and will serve as a consultant to finish existing projects. In asset management accounting and information technology, Daniel Hess and Kerry Benson will aid in the transition and/or serve as consultants to USBAM for an Client Service -Related Topics What will the impact be on clients? We do not expect this transaction to materially or adversely impact the clients of PFMAM. Post -closing, PFMAM will continue to offer the same investment advisory services along with increased access to the resources of one of the largest commercial banks in the United States. During the period between announcement and closing, PFMAM will continue to provide further information as requested to seek consent from investment management clients in consideration of regulatory requirements for the change of control to USBAM; however, PFMAM investment management clients will :t Consent Proces What must I do to have PFMAM continue to serve my accounts? What happens if I do not act? PFMAM will continue to provide investment management services for your account with PFMAM personnel continuing to serve you. In the event that you do not give notice to PFMAM within 60 days after the date of this communication that you disapprove of the deemed assignment, you will be considered to interim period, after which time they will also separate from the firm. For Investors currently utilizing U.S. Bank as cus- todian: will U.S. Bank still be able to act as custo- dian for my PFMAM managed account? Utilizing U.S. Bank as custodian remains your choice. U.S. Bank's custody group is housed in a different part of the organization with regulatory oversight by the Office of the Comptroller of the Currency. As such, appropriate information barriers relating to data exist to facilitate fully independent and segregated oversight of client assets as custodian. We will separately provide specific language for VA in the accompanying letter and may also update this response. Will be addressed after the primary mailing. generally not need to take any further action to revise or update existing investment advisory agreements. Will PFMAM be able to continue to serve clients effectively? Will PFMAM still be able to provide the same services? Yes, PFMAM intends to provide the same services as before the transaction. The majority of PFMAM leaders and professionals will continue to serve clients. We will continue to execute on our strategic technology roadmap and anticipate several significant upgrades to come online — further enhancing our ability to provide the high level of service our clients are accustomed to. have consented to the assignment, and your investment advisory agreement will remain in effect, with no change to its terms, both before and after completion of the transaction. You, of course, continue to have the right, before and after the change in control, to terminate the investment advisory agreement in accordance with its terms. © PFM Asset Management LLC I pfm.com 2 DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 PFMIILL-01 JBOLAND2 ACORO CERTIFICATE OF LIABILITY INSURANCE �/ DATE(MM/DD/YYYY) 9/28/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Crystal IBC, LLC 32 Old Slip 29th FI New York, NY 10005 CONTACT Janice Boland NAME: PHONE FAX (A/C, No, Ext): (A/C, No): ADDRIEss: Janice.Boland@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Great Northern Insurance Company 20303 INSURED PFM Asset Management, LLC 1735 Market St, 43rd Floor Philadelphia, PA 19103-2770 INSURER B : Federal Insurance Company 20281 INSURER C : Vigilant Insurance Company 20397 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (SAM/DD POLICY EXP M/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X x 35363950 S(<;%\? ic-///1110/ 11/t2 11/30/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR PDAMAGE REMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $1'000'000 GEN'L X AGGREGATE POLICY OTHER: X Combined LIMIT APPLIES JERCOT- Total X PER: LOC Aggregate GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ Included Combined Agg. $ 10,000,000 A AUTOMOBILE x LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X X �O 73248555 ` V /'� O �`� O ' 1 V 11/30/2020 11/30/2021 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE fc24080 11/30/2020 11/30/2021 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED RETENT ON $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A X 71739979 1/1/2021 1/1/2022 " PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) General Liability - Additional Insured, Primary Non -Contributory, Waiver of Subrogation Auto - Additional Insured, Primary Non -Contributory, Waiver of Subrogation Work Comp - Waiver of Subrogation Notice of Cancellation or material change in accordance with policy provisions. CERTIFICATE HOLDER CANCELLATION Cityof Miami Miami Riverside Center 444 SW 2nd Ave, 10th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 CHUBB° Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date NOVEMBER 30, 2020 Policy Number 3536-39-50 PHL Insured PFM I, LLC Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued NOVEMBER 17, 2020 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Under Who Is An Insured, the folk rg provision is added. Persons or organizatiQnown in the Schedule are insureds; but they are insureds only if you are obligated pursuant_ tq a,contrftor agreement to provide them with such insurance as is afforded by this policy. n However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 CHUBB° Liability Endorsement (continued) Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain JV Authorized Representative 40- ) VV OV mac- QQ o 0 ged. Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 CHUBB° Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date NOVEMBER 30, 2020 Policy Number 3536-39-50 PHL Insured PFM I, LLC Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Conditions Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance NOVEMBER 17, 2020 4</OO\<<„/ Under Conditions, Transfer Or ver O ,Rights Of Recovery Against Others, the following provision is added: ('�O� (j9 ., However, we wiv)any right of recovery we may have against the designated person or organization shown below because of payments we make for injury or damage arising out of your ongoing operations or done under a contract with that person or organization and included in the products -completed operations hazard. This waiver applies to the designated person or organization. Designated Person Or Organization ANY PERSON OR ORGANIZATION WHERE YOU ARE REQUIRED PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT TO WAIVE RIGHTS OF SUBROGATION AGAINST SUCH PERSON OR ORGANIZATION. Condition - Waiver Of Transfer Of Rights Of Recovery continued Form 80-02-2362 (Rev. 4-01) Endorsement Page 1 DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 POLICY NUMBER: (20)7324-85-55 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: PFM I, LLC Endorsement Effective Date: 11/30/2020 SCHEDULE-V Name(s) Of Person(s) Or Organization(s): PERSON OR ORGANIZATIONS DESCRIBED IN WHO IS AN INSURED SECTION OF THIS CONTRACT AND THAT YOU ARE OBLIGATED PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT, TO PROVIDE WITH PRIMARY INSURANCE Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. — "Other Insurance" of Item B. — "General Conditions" under Section IV — "Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 1 of 6 DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 POLICY NUMBER: (20)7324-85-55 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: PFM I, LLC Endorsement Effective Date: 11/30/2020 SCHEDULE V Name(s) Of Person(s) Or Organization(s): (Z� ►� PAGE 2 CONT K, AS IS AFFORDED BY THIS POLICY,BUT ONLY TO THE MINIMUM EXTENT REQUIRED BY SUCH CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. — "Other Insurance" of Item B. — "General Conditions" under Section IV — "Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 2 of 6 DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. A legally incorporated subsidiarywhich C. Any ega y in w Ic !, you own more than 50% of the voting stock on _ ``(/ the effective date of the Coverage Form. V However, the Named Insured does not include n - any subsidiary that is an "insured" under any Q V other automobile policy or would be an or �/ "insured" under such a policy but for its / n%-0 termination or the exhaustion of its Limit of�� V Insurance. (�uJ 2. Any organization that is acqui ectlIr formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or D. borrow in your business or your personal affairs. Lessors as Insureds Paragraph A.1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 (1) with respect to the operation, maintenance or use of a covered "auto"; and (2) for "bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the "insured contract" or written agreement; or (b) The permit has been issued to you. 3. FELLOW EMPLOYEE COVERAGE EXCLUSION B.S. - FELLOW EMPLOYEE — of SECTION II — LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE — ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. —TRANSPORTATION EXPENSES — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. 5. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. — COVERAGE EXTENSIONS - of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a amended to add the following: covered "auto" minus: � Recovery Expense 1. The amount paid under the Physical Damage 1NWe will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto" to you. 2. Any: 8. �IAAG COVERAGE Overdue loan/lease payments at the tirrie9 Paragraph B 3 a. - EXCLUSIONS — of SECTION the "loss"; a. b. c. d. e. d. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or "loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A.4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. efb III — PHYSICAL DAMAGE COVERAGE does not Financial penalties imposed under a Ieasq fir V excessive use, abnormal wear and tear high mileage; Security deposits not returned by the lessor: Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. — LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of 'loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. (2) 10. GLASS REPAIR — WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 Under Paragraph D. - DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV — BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form of such failure. bec AN ACCIDENT, CLAIM, SUIT OR LOSS of _ SECTION IV - BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: " aragraph B.5. - OTHER INSURANCE of a. In the event of "accident", claim, "suit" or SECTION IV — BUSINESS AUTO CONDITIONS - "loss", you must promptly notify us when the.N-7 AC. mended to add the following: "accident" is known to: Any "auto" hired or rented by your "employee" (1) You or your authorized representati y, / V on your behalf and at your direction will be you are an individual; n� considered an "auto" you hire. If an (2) A partner, or any authorized ♦ V "employee's" personal insurance also applies representative, if you are a paifnershi-OV on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your "employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO — COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV — "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5) A covered "auto" of the private passenger (1) How, when and where the "accident" or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The "insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of - SECTION V — DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.5. - TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV — BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the "bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization where you are required pursuant to a written contract or agreement to waiver rights of subrogation against such person or organization except in NH, NJ, ND, OH, and WY where waiver of subrogation is disallowed. O or policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. F This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01-01-21 Policy No. 71739979 Endorsement No. Insured PFM I , LLC Premium $ Incl . Insurance Company Vigilant Insurance Company WC 00 03 13 (Ed. 4-84) © 1983 National Council on Compensation Insurance. Countersigned By Insured Copy DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 Workers' Compensation and Employers' Liability Policy Named Insured PFM I, LLC Endorsement Number Policy Number Symbol: Number: (22) 7173-99-79 Policy Period 01/01/2021 TO 01/01/2022 Effective Date of Endorsement 01/01/2021 Issued By (Name of Insurance Company) Vigilant Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remunerations :1 your employees while engaged in the work described in the Schedule. 1. (❑) Specific Waiver Name of person or organization see manuscript (0) ScheduleVOJ (5 ) (f35 OV OJ l(kAny person or organization for whoa' amedinsured has agreed by written contract to furnish this waiver. Blanket Waiver 2. Operations: All California Operations 3. Premium: The premium charge for this endorsement shall be 1 % percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative WC 90 03 75 (05/18) Insured Copy DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 Attached to and Forming Part of PFM I, LLC 1735 MARKET ST 43RD FL PHILADELPHIA PA 19103 Policy Number (21) 7173-99-79 Policy Period 01-01-2020 01-01-2021 to 23-1992164 01-01-2020 FEIN Effective Date Name & Address of the Producer Name of Company CONNER STRONG & BUCKELEW COMPANIES LLC 2 COOPER ST 18TH FL CAMDEN NJ 08101 0051889 Vigilant Insurance Company Producer Number Endorsement Number CONTINUATION WC 90 03 75 ANY PERSON OR ORGANIZATION WHERE YOU ARE PURSUANT TO A WRITTEN CONTRACT OR AGREEM RIGHTS OF SUBROGATION AGAINST SUCH PER ORGANIZATION. LOS ANGELES DEPARTMENT OF WATER AI496), RISK MANAGEMENT SECTION C�� PO BOX 51111, RM 465, JFB (/V LOS ANGELES, CA 90051-0100 J jO 0 V CITY OF MILPITAS IT'S OFFICERS, OFFICIAL QE POLOO��YEES AND AGENTS 455 E. CALAVERAS BLVD. MILPITAS, CA 95035-541T- RE D TO WAIVER OR **This endorsement is not applicable for the state of Florida`* All Other Terms and Conditions Remain Unchanged Authorized Representative Issue Date 05-11-20 WC 99 06 08 (Ed.5-88) DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 A�o ° CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER New York -Crystal 32 Old Slip New York NY 10005 CONTACT NAME: Brian Rozynski PHONE FAX (A/C No Ext): 212-504-1882 (A/C, No): 212-504-1899 ADDARESS: brian.rozynski@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Endurance American Insurance C 10641 INSURED PFM Asset Management LLC 1735 Market Street 43rd Floor Philadelphia PA 19103 INSURER B : Various INSURER C : INSURERD: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 175581016 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYYL POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY _ ` V .;\ jV\ 40 EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY /' �(V' O^J\ � IIII P# .9 v �� O V COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE Q Q EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A B Professional Liability MAN30000866502 Various 11/30/2020 11/30/2020 11/30/2021 11/30/2021 Limit of Liability: $40,000,000 Aggregate Limit DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of coverage only. CERTIFICATE HOLDER CANCELLATION City of Miami Miami Riverside Center 444 SW 2nd Avenue, 10th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 A�o ° CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER New York -Crystal 32 Old Slip New York NY 10005 CONTACT NAME: Brian Rozynski PHONE FAX (A/C No Ext): 212-504-1882 (A/C, No): 212-504-1899 ADDARESS: brian.rozynski@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Greenwich Insurance Company 22322 INSURED PUBLFI PFM Asset Management LLC 1735 Market Street, 43rd Floor Philadelphia PA 19103 INSURER B : Arch Insurance Company 11150 INSURER C : INSURERD: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 2089474906 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYYL POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY _ ` .7. .;\ jV\ 40 EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLYIIIP#P4 !j �IVI O^' vJ\ �� O V COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE Q Q EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A B Tech E&O/Cyber MTP9031542 06 NPL0059333-05 11/30/2020 11/30/2020 11/30/2021 11/30/2021 Limit of Liability: $10,000,000 in the aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of coverage only. CERTIFICATE HOLDER CANCELLATION City of Miami Miami Riverside Center 444 SW 2nd Avenue, 10th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 A�o ° CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER New York -Crystal 32 Old Slip New York NY 10005 CONTACT NAME: Brian Rozynski PHONE FAX (A/C No Ext): 212-504-1882 (A/C, No): 212-504-1899 ADDARESS: brian.rozynski@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Endurance American Insurance C 10641 INSURED PFM Asset Management LLC 1735 Market Street 43rd Floor Philadelphia PA 19103 INSURER B : Various INSURER C : INSURERD: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 175581016 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYYL POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY _ ` V .;\ jV\ 40 EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY /' �(V' O^J\ � IIII P# .9 v �� O V COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE Q Q EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A B Professional Liability MAN30000866502 Various 11/30/2020 11/30/2020 11/30/2021 11/30/2021 Limit of Liability: $40,000,000 Aggregate Limit DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of coverage only. CERTIFICATE HOLDER CANCELLATION City of Miami Miami Riverside Center 444 SW 2nd Avenue, 10th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 From: To: Subject: Date: Ouevedo, Terry Carbonell, Aileen; Gomez Jr., Francisco (Frank) RE: PROCUREMENT INSURANCE REVIEW FOR PFM ASSET MANAGEMENT LLC COI Wednesday, September 29, 2021 7:21:06 AM Aileen, The certificate is adequate. Thank you :Ye y <"012rreeck City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax TquevedoRmiamigov.com `SSetairef, S'e age, aocd 7404t y evez From: Carbonell, Aileen <ACarbonell@miamigov.cd°m> Sent: Tuesday, September 28, 201 PIl6 ') To: Gomez Jr., Francisco (Fran omez@miamigov.com> Cc: Quevedo, Terry <TQueved miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR PFM ASSET MANAGEMENT LLC COI Importance: High Good afternoon, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonell@miamigov.com DocuSign Envelope ID: 63384AA1-BODA-44B3-A192-7A8DCD6D4C05 Remit W9 to: PurchasingSupplierAdminsPmiamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intende "recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this comm n is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by re mail and destroy all copies of the original message. Thank you. *Please Note: ^.` Due to Florida's very broad public records law, most writte communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure✓' n�i O� , Q� P Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, January 18, 2022 4:21 PM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary Subject: FW: Completed: Please DocuSign: routing.pdf, Consent of Assignment Agreement PFM1.pdf Attachments: Consent of Assignment Agreement PFM.pdf Good afternoon Todd: Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Qintee condavtieea Procurement Assistant City of Miami Department of Procurement 444 SW 2" 1 Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 agandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. From: Gandarilla, Aimee Sent: Tuesday, January 18, 2022 12:05 PM To: Olivera, Rosemary <ROlivera@miamigov.com> Subject: RE: Completed: Please DocuSign: routing.pdf, Consent of Assignment Agreement PFM1.pdf Hi Rosemary - Here you go. Qimee gandwcitea Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 agandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1 From: Olivera, Rosemary <ROlivera@miamigov.com> Sent: Tuesday, January 18, 2022 11:51 AM To: Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: RE: Completed: Please DocuSign: routing.pdf, Consent of Assignment Agreement PFM1.pdf Good morning, I did not receive a confirmation email with the final document for our records. ROSEMARY OLIVERA CITY CLERK'S OFFICE MIAMI CITY HALL 3500 PAN AMERICAN DRIVE MIAMI, FL 33133 305-250-5365 ROLIVERA@MIAMIGOV.COM From: DocuSign NA3 System <dse NA3@docusign.net> Sent: Monday, November 1, 2021 11:32 AM To: Olivera, Rosemary <ROlivera@miamigov.com> Subject: Completed: Please DocuSign: routing.pdf, Consent of Assignment Agreement PFM1.pdf CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. 2 Aimee Gandarilla agandarilla@miamigov.com All parties have completed Please DocuSign: routing.pdf, Consent of Assignment Agreement PFM1.pdf. Powered by 3 Do Not Share This Email This email contains a secure link to DocuSign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit DocuSign.com, click 'Access Documents', and enter the security code: 21863302711644668EAC44FB8DE320D13 About DocuSign Sign documents electronically in just minutes. It's safe, secure, and legally binding. Whether you're in an office, at home, on -the -go -- or even across the globe -- DocuSign provides a professional trusted solution for Digital Transaction ManagementTM Questions about the Document? If you need to modify the document or have questions about the details in the document, please reach out to the sender by emailing them directly. Stop receiving this email Report this email or read more about Declining to sign and Managing notifications. If you are having trouble signing the document, please visit the Help with Signing page on our Support Center. i Download the DocuSign App This message was sent to you by Aimee Gandarilla who is using the DocuSign Electronic Signature Service. If you would rather not receive email from this sender you may contact the sender with your request. 4