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2021-22 - Exhibit_A_Liability_Coverage_AgreementT.800.537.7790 F. 916.231.4111 2021-22 Property/Liability Coverage Documents Special District Risk Management Authority Rev. 07/01/2021 www.sdrma.org Liability Coverage Agreement Exhibit A Special District Risk Management Authority Policy No. LCA-SDRMA-2021-22 Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 1 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org Exhibit A Liability Coverage Agreement No. LCA-SDRMA-2021-22 Certain words appear in bold face type. They are defined in the Definitions section of this Liability Coverage Agreement. Conditioned upon and in consideration of the payment of all contributions and assessments, in reliance upon the statements in the Declarations made a part hereof and subject to all of the terms of this Liability Coverage Agreement, SPECIAL DISTRICT RISK MANAGEMENT AUTHORITY (hereinafter SDRMA) agrees with the Member identified in the Declarations as follows: I. Coverage Agreement SDRMA will pay on behalf of any Covered Party the Ultimate Net Loss for which such Covered Party becomes legally obligated to pay as Damages and/or Defense Costs: Under Coverage A because of Personal Injury or Property Damage due to an Occurrence Under Coverage B because of Personal Injury or Property Damage due to an Auto Accident Under Coverage C because of Public Officials’ and Employees’ Errors and Omissions due to a Wrongful Act Under Coverage D because of Employee Benefits Liability due to Employee Benefits Acts, Errors and Omissions Under Coverage E because of Employment Practices Liability due to Wrongful Employment Practices or any combination thereof to which this Liability Coverage Agreement applies. II. Defense and Defense Costs A. SDRMA shall have the right and duty to defend any Suit, through counsel of its choice, seeking Damages covered by the terms and conditions of this Liability Coverage Agreement and not otherwise excluded. As SDRMA is not an insurer, it has no obligation to provide independent or “Cumis” counsel to a Covered Party in disputed coverage situations under Civil Code §2860. SDRMA shall also have the right, but not the duty, to defend any Claim, through counsel of its choice, seeking Damages covered by the terms and conditions of this Liability Coverage Agreement and not otherwise excluded. Therefore, SDRMA does not have a duty to provide legal counsel to a Covered Party prior to a lawsuit being filed against a Covered Party. Since SDRMA is not an insurer, it has no obligation to issue a reservation of rights letter when undertaking a defense of the Covered Party in cases where coverage does not or may not apply in whole or in part. Defense Costs of all Covered Parties are included in the Limit of Liability set forth in the Declarations. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 2 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org II. Defense and Defense Costs, continued B. When SDRMA assumes the defense of any Suit or Claim: 1. SDRMA will, through counsel of its choice, defend any such Suit or Claim against the Covered Party even if such Suit or Claim is groundless, false, or fraudulent, but SDRMA shall have the right to investigate, defend or settle any Suit or Claim as it may deem necessary or expedient. 2. SDRMA will pay the following to the extent not covered by any insurance or risk financing providing coverage to the Covered Party. Any of the following, if paid by SDRMA, will reduce the total limits of liability as stated in the Declarations: a. Premiums on bonds to release attachments for amounts not exceeding the limit of liability, but SDRMA is not obligated to apply for or furnish any such bond; b. Premiums on appeal bonds required by law to appeal any Suit that SDRMA defends, but SDRMA is not obligated to apply for or furnish any such bond; c. All court costs taxed against the Covered Party in any Suit that SDRMA defends except for attorneys fees or attorneys expenses awarded or taxed against any Covered Party; d. Pre-judgment interest awarded against the Covered Party on that part of the judgment that SDRMA is obligated to pay. If SDRMA makes an offer to pay the applicable Limit of Liability, SDRMA will not pay any pre-judgment interest accruing during any period of time following the offer; e. All interest that accrues after entry of judgment and before SDRMA has paid, offered to pay or deposited in court the part of the judgment that is within SDRMA's applicable Limit of Liability; f. All expenses incurred by SDRMA, including Defense Costs; g. The Covered Party’s reasonable and necessary expenses incurred with SDRMA's written consent or at SDRMA's request. C. SDRMA will not defend any Suit after any applicable Limits of Liability have been exhausted by payment of judgments, settlements, Defense Costs, any costs set forth in 2.a-g above, or any combination thereof. III. SDRMA’s Limit of Liability Regardless of the number of: A. Covered Parties under this Liability Coverage Agreement; B. Persons or organizations who sustain injury or damage, or Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 3 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org III. SDRMA’s Limit of Liability, continued C. Claims made or Suits brought on account of Personal Injury, Property Damage, Public Officials’ and Employees’ Errors and Omissions, Employee Benefits Acts, Errors and Omissions, or Wrongful Employment Practices, or any combination thereof; SDRMA's Liability is limited with respect to: 1. Personal Injury or Property Damage Liability due to an Occurrence; 2. Personal Injury or Property Damage due to an Auto Accident; 3. Public Officials’ and Employees’ Errors and Omissions, due to a Wrongful Act; 4. Employee Benefits Liability due to Employee Benefits Acts, Errors and Omissions, or any combination thereof; and/or 5. Employment Practices Liability, due to Wrongful Employment Practices or any combination thereof is as follows: SDRMA's Liability shall be only for the Ultimate Net Loss but not in excess of the Ultimate Maximum Loss as specified in the Limits of Liability section of the Declarations, as the result of any one Occurrence, Auto Accident, Wrongful Act, Employee Benefits, Acts, Errors or Omissions or Wrongful Employment Practices or any combination thereof. In addition to SDRMA’s limit of liability regardless of number of covered parties under this liability coverage agreement as set forth above, for purposes of determining the limit of SDRMA's liability, if this Liability Coverage Agreement and any coverage part(s) or Liability Coverage Agreements between a Member and SDRMA apply to the same or related damages including injury or damages that may have occurred during a prior Coverage Period for that same Member and that have continued into this Coverage Period, or any injury or damages based upon, arising from, or in consequence of the same or related series of acts, circumstances, situations, transactions, causes or any combination thereof for that same Member. SDRMA’S Liability shall only be for the single largest applicable Ultimate Net Loss available under any one of those coverage part(s) or Liability Coverage Agreement(s) for that same Member. For the purpose of determining the limit of SDRMA's liability, all Damages and Defense Costs arising from Personal Injury or Property Damage as a result of continuous, repeated, or related exposure to substantially the same general conditions shall be considered as arising out of one Occurrence. With respect to any Sexual Abuse or Molestation Incident(s), all Damages and Defense Costs arising out of Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 4 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org III. SDRMA’s Limit of Liability, continued any one or more Sexual Abuse or Molestation Incident(s) upon or to any single person at any time shall be deemed one Occurrence. For purposes of determining SDRMA’s liability, all Damages and Defense Costs arising from an Auto Accident as a result of continuous, repeated or related exposure to substantially the same general conditions shall be considered as arising out of one Auto Accident. For the purpose of determining the limit of SDRMA's liability, all Damages and Defense Costs arising from Public Officials and Employees Errors and Omissions as a result of the continuous, repeated, or related exposure to substantially the same general conditions shall be considered as arising out of one Wrongful Act. For purposes of determining the limit of SDRMA's liability, all Damages and Defense Costs arising from Employee Benefits Liability as a result of continuous, repeated or related exposure to substantially the same general conditions shall be considered as arising out of one Employee Benefits Act, Error or Omission. For the purpose of determining the limit of SDRMA's liability, all Damages and Defense Costs arising from Wrongful Employment Practices as a result of continuous, repeated or related exposure to substantially the same general conditions shall be considered as arising out of one Wrongful Employment Practice. Public Officials and Employees Errors and Omissions, Employee Benefits Acts, Errors and Omissions and Wrongful Employment Practices taking place over more than one coverage period during which coverage is afforded through SDRMA shall be deemed to have taken place during the last annual coverage period and only that coverage for that coverage period applies. ULTIMATE TOTAL LOSS PER MEMBER: With respect to Parts A, B, C, D and E above: The total limit of liability for all Damages and Defense Costs shall not exceed the highest limit of any applicable coverage regardless of the number of coverages that apply. Should more than one coverage part apply, the Member deductible shall not exceed the highest deductible under any applicable coverage part. With respect to Coverages A, B, C, D and E above: All limits of liability, including group limits and sub-limits, are inclusive of Defense Costs. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 5 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org III. SDRMA’s Limit of Liability, continued ULTIMATE MAXIMUM LIABILITY – ALL COVERED PARTIES Subject to the limits set forth in the liability coverages set forth under “Coverages” above: The maximum limits of liability for all SDRMA Covered Parties due to an Occurrence, an Auto Accident, a Wrongful Act, an Employee Benefits Act, Error and Omission and/or Wrongful Employment Act or Practice, or any combination thereof, shall not exceed $1,000,000 per occurrence for all Members combined for any loss arising out of Inverse Condemnation, $5,000,000 for any sexual abuse loss and $7,500,000 per occurrence arising out of a Wildfire loss. In addition, subject to the foregoing, the maximum limits of liability for all SDRMA Covered Parties for all Occurrences, Auto Accidents, Wrongful Acts, Employee Benefits Acts, Error and Omission and/or Wrongful Employment Acts or Practices, or any combination thereof shall not exceed the combination of: (1) SDRMA’s liability for its retentions under its Reinsurance Agreement with Old Republic Specialty Insurance Underwriters (Pennsylvania Manufacturers Association Insurance Company) of: (a) $250,000 under Coverage A; (b) $250,000 under Coverage B; (c) $100,000 under Coverage C; (d) $100,000 under Coverage D; and (e) $100,000 under Coverage E; subject to an Aggregate Stop Loss Retention of $4,387,513 and an Aggregate Stop Loss Limit of $2,000,000; (2) Coverage under SDRMA’s Reinsurance Agreement with Old Republic Specialty Insurance Underwriters (Pennsylvania Manufacturers Association Insurance Company) referred to in (1) above with limits of: (a) $2,250,000 under Coverage A; (b) $2,250,000 under Coverage B; Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 6 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org (c) $2,400,000 under Coverage C; (d) $2,400,000 under Coverage D; and (e) $2,400,000 under Coverage E; subject to a maximum of $7,200,000 Ultimate Net Loss per Occurrence all Public Officials liability, an Aggregate Stop Loss Retention of $4,387,513 and an Aggregate Stop Loss Limit of $2,000,000; (3) Coverage under SDRMA’s Reinsurance Agreement with QBE (Public Risk Underwriters of Texas) with limits of liability of: (a) $5,000,000 under Coverage A; (b) $5,000,000 under Coverage B; (c) $5,000,000 under Coverage C; (d) $5,000,000 under Coverage D; and (e) $5,000,000 under Coverage E; a group aggregate corridor limit of $2,500,000 and a $50,000,000 Annual Aggregate for all SDRMA Members and Covered Parties; and (4) Coverage under SDRMA’s Reinsurance Agreement with Upland Specialty Insurance Company of: (a) $2,500,000 under Coverage A; (b) $2,500,000 under Coverage B; (c) $2,500,00 under Coverage C; (d) $2,500,000 under Coverage D; and (e) $2,500,000 under Coverage E; subject to an Annual Aggregate limit of $12,500,000 for all SDRMA Members and Covered Parties. IV. Coverage Territory This Liability Coverage Agreement applies only to Personal Injury, Property Damage, Public Officials’ and Employees’ Errors and Omissions, Employee Benefits Acts, Errors and Omissions or Wrongful Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 7 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org Employment Practices occurring anywhere in the world provided that the Covered Party’s responsibility to pay damages is determined in a Suit on the merits in the United States of America (including its territories and possessions), Puerto Rico or Canada. V. Coverage Period This Liability Coverage Agreement applies only to Personal Injury, Property Damage, Public Officials’ and Employees’ Errors and Omissions, Employee Benefits Acts, Errors and Omissions and Wrongful Employment Practices occurring during the Coverage Period. VI. Persons or Entities Covered A. The Member identified in the Declarations. B. All other Covered Parties. VII. Exclusions Applicable to All Coverages Neither this Liability Coverage Agreement nor any coverage set forth in this Liability Coverage Agreement shall apply to and SDRMA shall have no duty to defend with respect to: A. Intentional Acts: Personal Injury or Property Damage expected or intended from the standpoint of the Covered Party. This exclusion does not apply to Bodily Injury resulting from the use of reasonable force to protect persons or property. VII. Exclusions, continued B. Workers’ Compensation: Any obligation for which the Covered Party or any carrier as the insurer for the Covered Party may be held liable under any workers’ compensation, occupational disease, unemployment compensation or disability benefits law, or under any similar law including but not limited to the Jones Act (46 U.S.C. App. § 688, et seq.) or the Federal Employer’s Liability Act (45 U.S.C. § 51, et seq.). C. Watercraft: Liability arising out of the ownership, maintenance, storage, loading or unloading, use or operation of any Watercraft, unless such Watercraft is less than fifty-one (51) feet in length. D. Care, Custody or Control: Any liability for Property Damage to Real Property owned by, occupied by or leased to the Covered Party, or their agents or subcontractors; Real or Personal Property in the care, custody or control of any Covered Party or their agents’ or subcontractors’ or as to which the Covered Party or their agents or subcontractors is for any purpose, exercising control. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 8 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued However, this exclusion shall not apply with respect to personal property including but not limited to, memorials, headstones, tombstones, tombs and/or similar personal property in the care, custody or control of any Covered Party which is a Cemetery District. E. Contractual Liability Personal Injury or Property Damage for which the Covered Party is obligated to pay Damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: 1. That the Covered Party would have in the absence of the contract or agreement; or 2. Assumed by the Member in a contract or agreement that is a Covered Contract, provided the Personal Injury or Property Damage occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in a Covered Contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than a Covered Party are deemed to be Damages because of Personal Injury or Property Damage, provided: a. Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same Covered Contract; and b. Such attorney fees and litigation expenses are for defense of that party in a Suit in which Damages to which this Liability Coverage Agreement applies are alleged. F. Aircraft or Airfields: Liability arising out of the ownership, maintenance, loading or unloading, use or operation of any aircraft, airfields, runways, hangars, buildings or other properties in connection with aviation activities. G. Medical Malpractice: Personal Injury or Property Damage due to the rendering of or failure to render: 1. Medical, surgical, dental, x-ray or nursing advice, service or treatment, or the furnishing of food or beverages in connection therewith; 2. Any advice, service or treatment conducive to health or of a professional nature; 3. The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 9 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued 4. The performance of services by physician’s assistants, nurse practitioners, ambulance emergency medical technicians, paramedics or other rescue personnel, including in connection with services performed as part of a program for non- emergency mobile hospitals. However, this exclusion does not apply with respect to ambulance emergency medical technicians, paramedics, or other rescue personnel providing medical services in direct response to an emergency call for such services, advice or treatment which the Covered Party routinely provides other than non-emergency mobile hospitals. H. Inverse Condemnation Claims, Suits, Damages, losses or any liability arising out of, caused by, resulting from, contributed to, aggravated by or concurrently caused in any way by any loss or liability alleged or imposed in connection with or for Inverse Condemnation. This exclusion applies both to any obligation to pay Damages on behalf of a Covered Party as well as any duty to defend a Covered Party, and applies to any Claim or Suit alleging or any judgment or award imposing such liability, even if the allegations of the Claim or Suit also assert, or the judgment or award also imposes, liability for the same Damages or loss on other legal claims or theories, including but not limited to the legal claims or theories of trespass, nuisance, negligence or maintenance of a dangerous condition of public property. Subject to $1,000,000 per occurrence limitation set forth in the declarations, this exclusion does not apply to liability for Inverse Condemnation arising directly out of physical injury to or destruction of tangible property which is neither expected nor intended from the standpoint of the Covered Party, except that (1) damage or loss due to a Covered Party’s knowing or deliberate inappropriate failure to routinely maintain, repair or replace any structure or improvement including, but not limited to, water lines, gas lines, electrical lines, sewer lines or other provisions for transmission or delivery of services will be deemed expected or intended within the meaning of this exclusion, and (2) no coverage is afforded for any nonphysical consequential damages, or for costs, expert fees, appraisal fees, engineering fees or attorneys’ fees claimed by or awarded to a plaintiff in an Inverse Condemnation Suit. I. Failure to Supply Electrical Power, Gas or Steam: Liability arising out of the failure to supply electrical power, gas or steam, or to liability arising out of the interruption of electrical power or fuel supply. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 10 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued J. Failure to Supply Water: Liability arising out of the failure or inability to supply or provide an adequate supply of water due to liability arising out of the Covered Party’s delivery or non-delivery of water based on any administrative act or decision made by the Covered Party’s governing body with respect to either obtaining a supply of water for, or allocating the available supply of water amongst the Covered Party’s water users. However, this exclusion does not apply to a claim or Suit arising out of Personal Injury or Property Damage due to an Occurrence if the failure to supply water results from the sudden and accidental injury to tangible property (other than water) owned or used by a Covered Party. In those instances where this exclusion does not apply, there is a limit of $1,000,000 per occurrence. K. Subsidence and/or Earth Movement: Liability arising out of, caused by, resulting from, contributed to, aggravated by or concurrently caused by the subsidence of land or earth movement, including landslide, earthquake, mud flow, earth sinking, earth rising and earth shifting. However, this exclusion does not apply if the subsidence or earth movement is the direct result of or occurs subsequent to the Covered Party’s water lines breaking or leaking. L. Nuclear: Personal Injury or Property Damage: 1. With respect to which the Covered Party is also an Insured under a nuclear energy policy issued by the Nuclear Energy Liability-Property Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an Insured under any such policy but for its termination upon exhaustion of its limit of liability; or Resulting from the “hazardous properties” of “nuclear material” and with respect to which: a. Any person or any organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, b. The Covered Party is, or had this policy not been available would, be, entitled to indemnity from the United States of America or any agency thereof, with any person or organization. 2. Under any liability coverage, to injury, sickness, disease, death or destruction resulting from the “hazardous properties” of “nuclear material”, if: The “nuclear material”: Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 11 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued a. Is at any “nuclear facility” owned by the Covered Party or operated by the Covered Party or on the Covered Party’s behalf, or b. Has been discharged or dispensed therefrom; The “nuclear material” is contained in “spent fuel” or “waste” at any time possessed, handled, used, processed, stored, transported or disposed of by the Covered Party or on the Covered Party’s behalf; or The injury, sickness, disease, death or destruction arises out of the furnishing by the Covered Party of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any “nuclear facility”, but if such facility is located within the United States of America, its territories or Canada, this exclusion, c. Applies only to injury or Property Damage to such “nuclear facility” and any property threat. 3. As used in this exclusion: a. “Hazardous properties” includes radioactive, toxic or explosive properties; b. “Nuclear material” means source material, special nuclear material or by-products material; c. “Source material”, “special nuclear material” and “by- product material” have the meanings given them in the Atomic Energy Act of 1954 or any law amendatory thereof; d. “Spent fuel” means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; e. “Waste” means any waste material 1. Containing by-product other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material contents; and 2. Resulting from the operation by any person or organization of a nuclear facility included within the definition of “Nuclear Facility” below; f. “Nuclear Facility” means: 1. Any nuclear reactor; 2. Any equipment or device designed or used for: a. Separating the isotopes of uranium or plutonium, b. Processing or utilizing spent fuel, or c. Handling, processing or packaging wastes 3. Any equipment or device used for the processing, fabrication, or alloying of special nuclear material if at Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 12 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org any time the total amount of such material in the Covered Party’s custody at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; Any structure, basin, excavation, premises or place prepared or used for storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. “Nuclear reactor” means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction to contain a critical mass of fissionable material; With respect to injury or to destruction of property, the word “injury” or “destruction” includes all forms of radioactive contamination of property. M. War: Personal Injury, Property Damage, Public Officials and Employees Errors and Omissions, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices due to war, whether or not declared, or any act or condition incident to or arising out of war. War includes civil war, insurrection, rebellion or revolution. N. Pollution: Any Claim for Personal Injury, Property Damage, or Public Officials’ and Employees’ Errors and Omissions, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices which would not have occurred in whole or in part, but for the actual alleged or threatened discharge, dispersal, seepage, migration, release or escape of Pollutants, at any time anywhere in the world; Any obligation to defend any Suit or Claim against the Covered Party alleging Personal Injury, or Property Damage, or Public Officials’ and Employees’ Errors and Omissions, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices and seeking Damages, if such Suit or Claim arises from Personal Injury, Property Damage, Public Officials’ and Employees’ Errors and Omissions or Wrongful Acts, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices which would not have occurred in whole or in part, but for the actual alleged or Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 13 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued threatened discharge, dispersal, seepage, migration, release or escape of Pollutants, at any time anywhere in the world; Any loss, cost, or expense arising out of any request, demand, order or statutory or regulatory requirement that the Covered Party test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of Pollutants; Any loss, cost or expense incurred by a governmental unit or other third party, including but not limited to costs for investigation and monitoring, and attorneys' fees, relating to activities in connection with efforts to test for, monitor, clean up, remove, contain, trace, detoxify or neutralize, or in any way respond to, or assess the effects of Pollutants. Any Claim or Suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, Pollutants. However, this exclusion shall not apply to the following: 1. Liability arising out of Personal Injury, Property Damage or Public Officials and Employees Errors & Omissions, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices if such discharge, disposal, seepage, migration, release or escape of Pollutants is caused by heat, smoke or fumes from a hostile fire involving a building or its contents which are owned, rented or occupied by the Covered Party or upon which the Covered Party is performing operations or upon which operations are being performed on behalf of the Covered Party or caused by lightning or vehicle collision. 2. Liability arising from the loading, unloading or transportation of hazardous materials by Auto. 3. Liability arising from sewage that emanated from a sewer line or sewer system or back up from a sewer line or a sewer system incurred by the Covered Party during the Coverage Period. 4. Liability arising from the release or discharge of Pollutants resulting from, the use of fire fighting equipment in response to a hostile fire or other emergencies that involve the use of fire fighting equipment. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 14 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued 5. Liability arising out of the use, handling, storage, discharge, dispersal, seepage, migration, release, or escape of chlorine or disinfectants. 6. Liability arising out of the use, handling, storage, discharge, dispersal, seepage, migration, release, or escape of the Covered Parties Products. 7. As respects operations involving pesticide or herbicide application at or from any site or location not owned or controlled by the Covered Party on which the Covered Party or any contractors or subcontractors working directly or indirectly on its behalf, is performing operations if: The Pollutants are brought on or to the site or location in connection with such operations, and The operations performed meet all standards of any statute, ordinance, regulation, or license requirement of any federal, state, or local government which apply to those operations. This exception applies only to direct and immediate Bodily Injury or to direct and immediate Property Damage sustained on those particular premises upon which operations are being performed, by or on behalf of the Covered Party or those premises immediately adjoining. O. Asbestos: Any liability arising out of the manufacture of, mining of, use of, sale of, installation of, removal of, distribution of or exposure to, asbestos, asbestos products, asbestos fibers or asbestos dust; or, Any liability to any party arising out of Personal Injury, Property Damage, Public Officials’ and Employees’ Errors and Omissions, Employee Benefits Liability or Wrongful Employment Practices due to an Occurrence, Auto Accident, Wrongful Act, Employee Benefits Act, Error or Omission, Wrongful Employment Practice, Claim or Suit, at any time as a result of the manufacture of, mining of, use of, sale of, installation of, removal of, distribution of or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; or Any liability to defend any Suit or Claim against the Covered Party alleging Personal Injury, or Property Damage, or Public Officials’ and Employees’ Errors and Omissions, Employee Benefits Liability or Wrongful Employment Practices due to an Occurrence, Auto Accident, Wrongful Act, Employee Benefits Acts, Errors and Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 15 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued Omissions or Wrongful Employment Practices if such Claim or Suit results from or is contributed by any combination of the following: manufacture of, mining of, use of, sale of, installation of, removal of, distribution of, or exposure to asbestos, asbestos products, asbestos fibers or asbestos dust; Any loss, cost, expense, fine or penalty arising out of any of the foregoing. P. ERISA: As respects liability imposed upon a Covered Party (or which is imputed to a Covered Party) under the “Employee Retirement Income Security Act of 1974” and any law amendatory thereof. Q. Liquor: Personal Injury or Property Damage for which the Covered Party or its/their indemnitee may be held liable: As an owner or lessor of premises used for such purposes, by reason of the selling, serving or giving or permitting the possession or consumption of any alcoholic beverage in violation of any statute, ordinance or regulation, including any claim alleging negligence or wrongdoing in the supervision, hiring, employment, training or monitoring of others and/or providing or failing to provide transportation with respect to any person who may be under the influence of alcohol. However, this exclusion does not apply with respect to the liability of the Covered Party or his indemnitee arising out of the giving, serving or selling of alcoholic beverages at functions incidental to the Covered Party's business, provided that the Covered Party is not engaged in the business of manufacturing, distributing, selling or serving of alcoholic beverages. R. School Districts/Transit Districts: Any liability arising out of the operation of school districts and/or transit districts. S. Recreation Equipment and Facilities: Any Claim or Suit arising out of the use of trampolines or rebound tumbling devices or bungee jumping. T. Fines, Penalties or Punitive Damages: Any fines, penalties, punitive or exemplary damages or the multiplied portion of multiplied damages for which the Covered Party may be legally obligated to pay, whether under common law or statute. This exclusion also applies to any liability assumed under any contract. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 16 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued U. Dam Breakage: Liability arising out of the rupture, bursting, overtopping, accidental discharge or from partial or complete, actual or constructive, structural failure of any Dam. V. Selenium: Any and all liability for past, present, or future Claims arising, in whole or in part, either directly or indirectly out of selenium, or any compound containing selenium. W. Law Enforcement: Any Claim or Suit arising out of Law Enforcement Liability. However, this exclusion shall not apply to the use of a Covered Auto. X. Failure of Computer, Data Processing or Electronic Equipment to Interpret or Accept one or more Dates or Time: The failure, malfunction, or inadequacy of: Computer, data processing or electronic equipment due to the inability to correctly recognize, process, distinguish, interpret or accept one or more dates or times (such as the Year 2000 and beyond) or; Advice, consultation, design, evaluation, inspection, installation, maintenance, repair, replacement or supervision provided or done by the Covered Party or for the Covered Party to determine, rectify or test for potential or actual problems to computers, data processing or electronic equipment. However, if loss or damage from certain causes of loss results, there may be coverage for that resulting loss or damage, subject to the terms and conditions of the Liability Coverage Agreement. Y. Mold: Any Claim or Suit arising out of fungus, fungi, mold, mildew or yeast, spores or any material, product or component or a concentration moisture water or other liquid within such material product or component which contains, produces or otherwise acts as a medium for any fungus, fungi, mold, mildew, yeast or spores, or toxicims emanating therefrom. For purposes of this exclusion, fungus and fungi include, but are not limited to, any of the plants or organisms belonging to the major group fungi, lacking chlorophyll and including molds, rusts, mildews, smuts and mushrooms. For purposes of this exclusion, “molds” includes but is not limited to superficial growth produced on damp or decaying organic matter or on living organisms and fungi that produce molds. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 17 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued For purposes of this exclusion, “spores” means any dormant or reproductive body produced by or arising or emanating out of any fungus, fungi, mold, mildew plants, organisms or micro organisms. Z. Lead: Any Claim or Suit arising out of the presence, ingestion, inhalation or absorption of or exposure to lead in any form or products containing lead. AA. Failure to Procure Bond or Insurance: Any Claim or Suit arising out of any Covered Party’s failure to procure or maintain any insurance, bond or self-insurance. BB. Liability of Covered Party in Insolvency or Guarantee Fund: Any Claim or Suit arising out of any Covered Party’s participation or membership, whether voluntary of involuntary, in any insurance or risk financing pool, or in any insolvency fund, including any guarantee fund, association, pool, plan, or other facility which provides for the assessment of, or payment by, or assumption by the Covered Party of a part or the whole of any claim, debt, charge, fee, or other obligations of any insurer or risk financing entity or syndicate, or their successors or assigns, which has been declared insolvent by any authority having jurisdiction. CC. Internet Exclusion: Any Claim or Suit against a Covered Party arising out of any act, error, or omission or other conduct as an: (1) Internet Service Provider, meaning any person or entity providing access to the Internet, content over the Internet or connection to the Internet; or (2) Internet Consulting Firm, which shall include but not be limited to, any person or entity engaged for another person or entity in the design, construction or management of an Internet site or web page, including, but not limited to, internet forum, chat room, bulletin board, and internet advertising in any form; or (3) Application Service Provider, meaning any person or entity that provides software, applications and associated services to a subscriber based across an area network; or (4) Internet Backbone Provider, meaning any person or entity that routes or provides channels for packets that transport data from point to point on the Internet; or (5) Entity or individual that derives ninety percent or more of gross revenue or conducts or executes ninety percent or more of business transactions on or through the Internet; or (6) Entity or individual that is in the business of providing electronic mail or messaging services; or Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 18 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued (7) Entity or individual that is in the business of developing, supplying and/or installing encryption software or applications for use on the Internet. “Internet” as utilized in this exclusion shall mean the international computer network of interoperable packet switched data networks, including the World Wide Web. DD. CEQA: Liability imposed upon a Covered Party (or which is imputed to a Covered Party) under the “California Environmental Quality Act” and any law amendatory thereof. EE. Prior Manifestation: Personal Injury or Property Damage that any Covered Party knew or should have known first existed before the commencement of this Coverage Period, or that were manifested or alleged to have manifested before the commencement of this Coverage Period. Personal Injury or Property Damage will be deemed to have been manifested as of the earliest date by which any injury or damaged occurred, irrespective of whether any Covered Party was aware of the existence of any such injury or damage, and irrespective of whether such injury or damage may have been continuous or progressive or may have been due to repeated exposure to substantially the same harmful conditions or may have continued, changed, resumed or become progressively worse during this Coverage Period. FF. Acts Or Omissions Of Consultants Or Contractors Who Are Not Full- Time Employees Of The Covered Party: Any Claim or Suit for Personal Injury, Property Damage, Public Officials’ and Employees’ Errors and Omissions, Employee Benefits, Acts, Errors or Omissions, or Wrongful Employment Practices arising out of the acts or omissions of any consultant or contractor who is not a fulltime employee of the Covered Party, but who is appointed by the Covered Party to act as its official, agent, or other representative. GG. Nuclear Biological Chemical Radiology Units: Liability imposed upon the Covered Party arising out of exposure to or damage caused by Nuclear Biological Chemical Radiology Unit. HH. Fungal Pathogens: Liability imposed upon the Covered Party arising out of exposure to or damage caused by Fungal Pathogens. II. Silica: Liability imposed upon a Coverage Party arising out of exposure to Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 19 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued or damage caused by Silica. JJ. Wrap-Up Construction Project: Any claim for Personal Injury, Property Damage, Public Officials’ Errors And Omissions, Employee Benefits, Acts, Errors or Omissions and Wrongful Employment Practices arising out of any construction project covered by a owner controlled insurance or “wrap-up” type insurance program. KK. Access or Disclosure of Confidential or Personal Information and Data-related Liability To any liability for Damages arising out of or by reason of: (1) Any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, alteration of, or inability to manipulate Electronic Data or a data asset. This Exclusion applies even if Damages are claimed for notification costs, costs relating to theft prevention or cyber-security programs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by the Covered Party or others arising out of that which is described in Paragraph (1) or (2) above. LL. Injuries to Employee Bodily Injury to: (1) An Employee of a Covered Party arising out of the and in the course of: (a) Employment by the Covered Party; or (b) Performing duties relate to the conduct of the Covered Party’s operations; or (2) The spouse, child, parent, brother or sister of that Employee as a consequence of Paragraph (1) above. This exclusion applies whether the Covered Party may be liable as an employer or in any other capacity and to any obligation to share Damages with or repay someone else who must pay Damages Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 20 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued because of the injury. This exclusion does not apply to liability assumed by a Covered Party under a Covered Contract. MM. Security, Debt, Bank Deposit, Financial Interest or Instrument: To any liability for Damages arising out of or by reason of: 1. The purchase or sale, or offer of sale, or solicitation of any security, debt, bank deposit, or financial interest or instrument; 2. Any representations made at any time in relation to the price or value of any security, debt, bank deposit of financial interest or instrument; 3. Any depreciation or decline in price or value of any security debt, bank deposit or financial interest or instrument; 4. Failure to pay on debt financing of bonds or other securities when due; 5. SEC violations; or 6. The collection, disbursement, or shortfall of any taxes. NN. Gifts of Public Funds: To any liability of a Covered Party for Damages on account of an actual or alleged gift of public funds under Article XVI, Section 6 of the California Constitution or otherwise. OO. Aircraft Parts or Associated Equipment: To any liability of a Covered Party for Damages on account of or arising out of any loss, cost or expense related to aircraft or aircraft parts necessary for safety, flight, navigation or other operation, including equipment associated with ground support or control of aircraft. PP. Overhead Transmission and/or Feeder Lines: To any liability of a Covered Party arising out of or resulting from Overhead Electric Transmission Lines and/or Electric Feeder Lines owned or maintained by any Covered Party. QQ. Certified Acts of Terrorism: Personal Injury, Property Damage, Public Officials and Employees Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 21 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued Errors and Omissions, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices including awards for punitive damages arising out of a Certified Act of Terrorism, whether directly or indirectly, or any act or condition incident to or arising out of a Certified Act of Terrorism. RR. Acts of Terrorism By Unconventional Weapons: Personal Injury, Property Damage, Public Officials and Employees Errors and Omissions, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices arising out of an Act of Terrorism, whether directly or indirectly, or any act or condition incident to or arising out of or in connection with biological, chemical, radioactive, or nuclear explosion, pollution, contamination and/or fine following thereon. However, as respects a fire following thereon, this exclusion shall not apply when coverage is required by laws, regulations or public policy of any state. SS. Total Loss Salvage Vehicles: To any liability of a Covered Party for Damages on account of or arising out of any loss, cost or expense related to a total loss salvage vehicle. TT. Misapplication or Calculation of Compensation For Any Type of a Public Retirement System or Plan Any Liability, Claim or Suit for Damages, Public Officials’ and Employees’ Errors and Omissions, Employee Benefits, Acts, Errors or Omissions, or Wrongful Employment Practices arising out of the Member’s actual or alleged error or omission in reporting or calculating compensation for any type of a public retirement system or plan, such as CalPERS, which results in the miscalculation of retirement benefits and requires the Member to pay back to the public retirement system or plan, all amounts paid to the retiree or active member, or their survivor or beneficiary, and/or requires the Member to make the retiree or active member, or their survivor or beneficiary, “whole” for the loss of future benefits attributed to the removal of Disallowed Compensation from the calculation of retirement benefits. This includes instances in which the public retirement system or plan determines that the compensation for a retiree or active member was Disallowed Compensation. UU. Communicable Disease or Virus Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 22 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued All loss, actual or alleged loss, Liability, Damage, compensation, injury, sickness, disease, death, medical payment, Defense Cost, cost, expense or any other amount, directly or indirectly and regardless of any other cause contributing concurrently or in any sequence, originating from, caused by, arising out of, contributed to by, resulting from, or otherwise in connection with a Communicable Disease or the fear or threat (whether actual or perceived) of a Communicable Disease. This exclusion applies even if the Claims against any insured allege negligence or other wrongdoing in the: a. Supervising, hiring, employing, training or monitoring of others that may be infected with and spread a Communicable Disease; b. Testing for a Communicable Disease; c. Failure to prevent the spread of the disease; or d. Failure to report the disease to authorities. VV. Cyber Incidents All loss, injury, Damage, Liability, cost or expense caused by or arising out of: a. Cyber Act; or b. Cyber Incident; or c. The loss of, loss of use of, Damage to, corruption of , inability to access, or inability to manipulate Electronic Data from a Cyber Act, Cyber Incident or any other incident however caused; or d. Access to or disclosure of confidential or personal information and/or data including any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; This exclusion applies even if Damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by the Member or others arising out of that which is described above. WW. Covered Party as Participant of a Non-Member Joint Powers Authority: Any Liability or obligation of a Joint Powers Authority in which the Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 23 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org VII. Exclusions, continued Covered Party participates, including any liability or obligation of its individual members, unless the Joint Powers Authority is a Member of SDRMA. XX. Medical Payments: Medical payments coverage or expenses that are provided without regard to fault. YY. Wildfire Claims, Suits, Damages, losses or any liability arising out of, caused by, resulting from, contributed to, aggravated by or concurrently caused in any way by any loss or liability alleged or imposed in connection with or for Wildfire. This exclusion applies both to any obligation to pay Damages on behalf of a Covered Party as well as any duty to defend a Covered Party, and applies to any Claim or Suit alleging or any judgment or award imposing such liability, even if the allegations of the Claim or Suit also assert, or the judgment or award also imposes, liability for the same Damages or loss on other legal claims or theories, including but not limited to any cost a Covered Party becomes legally obligated to pay as reimbursement for fighting, suppressing or bringing under control any Wildfire. Subject to $7,500,000 per occurrence limitation set forth in the declarations, this exclusion does not apply to liability for Wildfire arising directly out of physical injury to or destruction of tangible property which is neither expected nor intended from the standpoint of the Covered Party, except that no coverage is afforded for any nonphysical consequential damages, or for costs, expert fees, appraisal fees, engineering fees or attorneys’ fees claimed by or awarded to a plaintiff in a Suit related to Wildfire. ZZ. Use of Auto by Covered Party with Suspended or Revoked Driver’s License To any liability of any Covered Party arising out of their use of an Auto while their driver’s license is suspended or revoked, and to any liability of any other Covered Party, including the Member, arising out of such use. VIII. Additional Exclusions Applicable to Coverage A, Personal Injury or Property Damage Due to an Occurrence Under Coverage A, Personal Injury or Property Damage due to an Occurrence, coverage does not apply to: A. Risks Covered Under Coverages B, C, D and E: Any Personal Injury or Property Damage due to an Auto Accident, to any Public Officials’ and Employees Errors’ and Omissions due to Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 24 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org a Wrongful Act, to any Employee Benefits Act, Error or Omission or to any Wrongful Employment Practices as defined in Coverages B, C, D, and E respectively in this Liability Coverage Agreement. B. Auto Accidents. Personal Injury or Property Damage arising out of the ownership, maintenance, use or entrustment to others of any Auto owned or operated by or rented or loaned to any Covered Party. This exclusion does not apply to: (1) Parking an Auto on or on the ways next to premises which any Covered Party owns or rents, provided the Auto is not owned by, rented to or loaned to any Covered Party; (2) Personal Injury or Property Damage arising out of the operation of machinery or equipment that is attached to, or is part of, a land vehicle that would qualify under the definition of Mobile Equipment if it were not legally subject to registration as a motor vehicle. C. Mobile Equipment: Personal Injury or Property Damage arising out of: The transportation of Mobile Equipment by an Auto owned or operated by or rented or loaned to any Covered Party or in connection with the use of Mobile Equipment in any prearranged racing, speed or demolition activity. IX. Additional Exclusion Applicable to Coverage B, Personal Injury or Property Damage Due to an Auto Accident Under Coverage B, Personal Injury or Property Damage due to an Auto Accident, coverage does not apply to: A. Risks Covered Under Coverages A, C, D and E: Any Personal Injury or Property Damage due to an Occurrence, to any Public Officials and Employees Errors and Omissions due to a Wrongful Act, to any Employee Benefits Act, Error or Omission or Wrongful Employment Practices as defined in Coverages A, C, D, and E respectively in this Liability Coverage Agreement. X. Additional Exclusions Applicable to Coverage C, Public Officials and Employees Errors and Omissions Liability Under Coverage C, Public Officials and Employees Errors and Omissions Liability, coverage, does not apply to: A. Risks Covered Under Coverages A, B, D and E: Any Personal Injury or Property Damage due to an Occurrence, Personal Injury or Property Damage due to an Auto Accident, Employee Benefits Acts, Errors or Omissions or Wrongful Employment Practices as defined in Coverages A, B, D and E respectively in this Liability Coverage Agreement; B. Employee Benefit Plan: Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 25 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org X. Additional Exclusions Applicable to Coverage C, continued Benefits payable under an employee benefit plan (whether the plan is voluntarily established by the Covered Party or mandated by statute) because of unlawful discrimination or termination; C. Taxes, Fees or Assessments: Refunds or improper allocations of taxes, fees or assessments; D. Remuneration Or Financial Gain: Liability of a Covered Party arising in whole or in part, out of any Covered Party obtaining remuneration or financial gain to which the Covered Party was not legally entitled or liability arising out of the willful violation of a penal statute or ordinance committed by or with the knowledge or consent of any Covered Party; except that any fact pertaining to any other Covered Party shall not be imputed to any other Covered Party for the purpose of determining application of these exclusions; E. Preparation Of Bid Specifications, Plans Or Liability Arising Out of Failure to Award Contracts: Liability of any Covered Party arising out of (1) estimates of probable costs or cost estimates being exceeded, (2) any faulty preparation of bid specifications or plans, or (3) failure to award contracts in accordance with any statute, ordinance or regulation which requires that such contracts be submitted for bids; F. Tangible Property: Injury to, destruction or disappearance of any tangible property (including money) or the loss of use thereof; G. Breach of Contract: Failure to perform and/or breach of a contractual obligation or any liability arising out of breach of contract; H. Fraud, Knowingly Wrongful or Criminal Acts: Fraud, knowingly wrongful acts, or criminal acts for which there has been a final determination that the Covered Party is liable. However, if the Suit seeks Damages covered by the terms and conditions of this Liability Coverage Agreement, SDRMA will furnish a defense until such time as there has been a final determination of liability for fraud, a knowingly wrongful act or acts, or a criminal act or acts; I. Use, Misuse, Loss Or Return Of Funds, Grants, Appropriations: Liability for Damages arising out of the actual or alleged use, misuse or loss of funds, grants or appropriations or for the return of such funds, grants or appropriations for any reason; Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 26 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XI. Additional Exclusions Applicable to Coverage D, Employee Benefits Acts, Errors and Omissions Under Coverage D. for Employee Benefits Acts, Errors and Omissions, coverage does not apply to: A. Risks Covered Under Coverages A, B, C and E: Any Personal Injury or Property Damage due to an Occurrence, Auto Accident, Public Officials’ and Employees’ Errors and Omissions or, Wrongful Employment Practices, as defined in Coverages A, B, C and E respectively in this Liability Coverage Agreement; B. Dishonest or Intentional Acts: Any dishonest, fraudulent, criminal or malicious act; C. Breach Of Contract: Any Claim for failure of performance of contract by an insurer or any other party, including any insurer’s or any other party’s obligation to afford benefits, or any liability arising out of breach of contract; D. Workers’ Compensation: Any obligation of the Covered Party under a Workers' Compensation, Social Security, Disability Benefits or Unemployment Compensation law or any similar law; E. Stock, Bonds, Securities: Any Claim based upon: 1. Failure of stock, bonds or other securities to perform as represented by the Covered Party, including but not limited to its failure to produce financial gain, profit or growth; 2. Counsel given by a Covered Party to an employee to participate or not to participate in stock subscription plans. F. ERISA: Any liability of a Covered Party as a fiduciary under the Employee Retirement Income Security Act of 1974 (P.L. 93-406), as respects any employee benefit plan. XII. Additional Exclusions Applicable to Coverage E, Wrongful Employment Practices Under Coverage E, Wrongful Employment Practices, coverage does not apply to: A. Risks Covered Under Coverages A, B, C and D: Personal Injury or Property Damage due to an Occurrence, Personal Injury or Property Damage due to an Auto Accident, Public Officials and Employees Errors and Omissions' Liability or Employee Benefits Acts, Errors and Omissions as defined in Coverages A, B, C or D respectively in this Liability Coverage Agreement; Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 27 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org B. Strikes And Lockouts; W.A.R.N. Act, Disabled Person Accommodations: Wrongful Employment Practices as respects: 1. Strikes and Lockouts. This Liability Coverage Agreement does not apply to any Claim, Claims, or Suit for loss arising out of a lockout, strike, picket line, replacement or similar actions in connection with labor disputes or labor negotiations. 2. W.A.R.N. Act. This Liability Coverage Agreement does not apply to any Claim, Claims, or Suit for loss arising out of the Workers Adjustment and Retraining Notification Act, Public Law 100-379 (1988), or any amendment thereto, or any similar federal state or local law. 3. Any Claim, Claims, or Suit arising out the failure of the Covered Party to modify any building or property in order to make said building or property more accessible or accommodating to any disabled person. C. Contracts: A failure to perform or breach of any written contracts or agreements relating to employment with a Covered party. XIII. Definitions When used in bold in this policy (including endorsements forming a part hereof): Administration means providing information with respect to Employee Benefits Plans; giving counsel to employees with respect to employee benefit plans; interpreting the employee benefit plans; handling of records in connection with the employee benefit plans; effecting enrollment, termination or cancellation of employees under the employee benefit plans, provided all are acts which are authorized by a Covered Party. Aircraft means a vehicle designed for the transport of persons or property principally in the air or outer space. Auto means a land motor vehicle, trailer, or semi-trailer, but does not include Mobile Equipment. Auto Accident means an accident for which a Covered Party is legally liable for conduct arising out of the ownership, maintenance or use of a Covered Auto. Bodily Injury means physical injury, sickness, disease, disability, mental anguish, mental injury or death. Certified Act of Terrorism means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and Attorney Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 28 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a Certified Act of Terrorism include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Claim(s) means a demand for Damages other than a Suit. Communicable Disease means any disease which can be transmitted by means of any substance or agent from any organism to another organism where: 1. the substance or agent includes, but is not limited to, a virus, bacterium, parasite or other organism or any variation thereof, whether deemed living or not, and 2. the method of transmission, whether direct or indirect, includes but is not limited to, airborne transmission, bodily fluid transmission, transmission from or to any surface or object, solid, liquid or gas or between organisms, and 3. the disease, substance or agent can cause or threaten Bodily Injury, illness, emotional distress or damage to human health, human welfare or Property Damage. Completed Operations Hazard includes Personal Injury and Property Damage arising out of operations or reliance upon a representation or warranty made at any time with respect thereto, but only if the Personal Injury or Property Damage occurs after such operations have been completed or abandoned and occurs away from premises owned by or rented to the Covered Party. Operations include materials, parts or equipment furnished in connection therewith. Operations shall be deemed completed at the earliest of the following times: A. When all operations to be performed by or on behalf of the Covered Party at the site of the operations have been completed; or B. When the portion of the work out of which the injury or damage arises has been put to its intended use by any person or organization Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 29 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. Operations which may require further service or maintenance work, or correction, repair or replacement because of any defect or deficiency, but which are otherwise complete shall be deemed completed. The Completed Operations Hazard does not include Personal Injury or Property Damage arising out of: A. operations in connection with the transportation of property unless the Personal Injury or Property Damage arises out of a condition in or on a vehicle created by the loading or unloading thereof; B. The existence of tools, uninstalled equipment or abandoned or unused materials. Computer System means any computer, hardware, software, communications system, electronic device (including, but not limited to, smart phone, laptop, tablet, wearable device), server, cloud or microcontroller including any similar system or any configuration of the aforementioned and including any associated input, output, data storage device, networking equipment or back up facility, owned or operated by the Insured or any other party Coverage Period means the period during which this Liability Coverage Agreement is in effect as shown in the Declarations or Certificate of Coverage issued by SDRMA. Covered Auto means an Owned Auto as defined herein as well as any Auto which is not owned by the Covered Party but which is hired or borrowed by the Member. Covered Auto also includes any other Auto for which the Member may be liable because of its ownership, maintenance or use. Covered Contract means: A. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to the Covered Party or temporarily occupied by the Covered Party with permission of the owner is not a Covered Contract; B. A sidetrack agreement; C. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 30 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued D. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; E. An elevator maintenance agreement; F. That part of any other contract or agreement pertaining to a Covered Party’s business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Covered Party assumes the tort liability of another party to pay for Bodily Injury or Property Damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph F. does not include that part of any contract or agreement: 1. That indemnifies a railroad for Bodily Injury or Property Damage arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; 2. That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or 3. Under which the Covered Party, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the the Covered Party’s rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. However, no contract requiring arbitration shall constitute a Covered Contract unless SDRMA is entitled to exercise the Covered Party’s rights in a choice of arbitrators or in the conduct of such proceedings. Covered Individual(s) means: A. Those individuals who were or now are elected or appointed officials of the Member, including members of its governing body or any other committees, trustees, boards or commissions of the Member, Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 31 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued while acting in the course and scope of employment with or for or on behalf of the Member. B. Past or present individual employees and board members of the Member while acting for or on behalf of the Member. C. Any of the Members individual Volunteers while acting within the course and scope of their service or duties as Volunteers, or workers who participate in an internship or training program which may lead to employment with the Member, while acting within the scope of their duties in their internship or training program. D. Any individual added by endorsement. Covered Parties Products means any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by the Member, including, but not limited to, water or waste water. Covered Parties Products also includes containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Further, Covered Parties Products includes warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of such product and the providing of or failure to provide warnings or instructions. Covered Parties Products does not include vending machines or other property rented to or located for use of others but not sold. Covered Party means a Member, a Covered Individual or any other entity or individual added by endorsement as a Covered Party. If the Member named in the Declarations is a Joint Powers Authority duly authorized and existing pursuant to the provisions of California Government Code §§ 6500 et seq., members of that Joint Powers Authority, but only to the extent such Joint Powers Authority members of the SDRMA Member named in the Declarations are liable under Government Code § 895.2 for the acts or omissions of the SDRMA Member named in the Declarations. The term Covered Party shall not include a Member’s or Covered Individual’s legal counsel or that legal counsel’s law firm. Cyber Act means an unauthorized, malicious or criminal act or series of related unauthorized, malicious or criminal acts, regardless of time and place, or the threat or hoax thereof involving access to, processing of, use of or operation of any Computer System. Cyber Incident means: Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 32 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued a. Any error or omission or series of related errors or omissions involving access to, processing of, use of or operation of any Computer System; or b. Any partial or total unavailability or failure or series of related partial or total unavailability or failures to access, process, use or operate any Computer System. Dam means any artificial barrier, including a dam, dike, levee or similar structure, together with appurtenant works, which is designed to and does or may impound or divert water. Damage(s) means monetary compensation for injuries or losses suffered, including loss of services, resulting from Personal Injury, Property Damage, Public Officials’ and Employees’ Errors and Omissions, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices. Damages does not include injunctive relief, declaratory relief, restitution, earned but unpaid compensation, overtime compensation,attorneys’ fees, fines or penalties or any civil liability under California Water Code Section 13385. Defense Costs means reasonable attorney's fees, costs and expenses and other fees, costs and expenses incurred in connection with the investigation, adjustment, defense and appeal of a Claim or Suit covered hereunder. However, Defense Costs do not include the office or administration expenses of SDRMA any Volunteer or the Covered Party, nor the salaries of employees or officials of SDRMA or the Covered Party. Disallowed Compensation refers to compensation reported for a retiree or active member of a public retirement system or plan, by the state, school employer, or a contracting agency that the public retirement system or plan, subsequently determines is not in compliance with the California Public Employees’ Pension Reform Act of 2013 (Article 4 (commencing with Section 7522) of Chapter 21 of Division 7 of Title 1), Section 20636 or 20636.1, or the administrative regulations of the system. Electric Feeder Lines includes but is not limited to electrical distribution network lines carrying electrical power between substations and consumers or end users. For the purposes of this definition, Electric Feeder Lines includes electric distribution lines and service drops. Electronic Data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD- Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 33 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Employee means a person (i) employed by a Covered Party in exchange for wages or a salary; or (ii) who is a current or former member of the Member’s board of directors. But Employee does not include any Leased Worker, Volunteer, any independent contractor, any employees of any independent contractor while acting within the scope of their employment, or any worker who participates in an internship or training program which may lead to employment with the Member. Employee Benefits Acts, Errors and Omissions means any acts, errors and omissions resulting from the negligent Administration of employee benefit plans. Hostile Fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. Inverse Condemnation means liability for Property Damage or any other loss, damage, cost or expense arising out of or in connection with principles of eminent domain, condemnation proceedings or inverse condemnation by whatever name called, including land use regulation, zoning, land use planning or planning decisions or enforcement of building codes and/or building regulations Law Enforcement Liability means any liability for Personal Injury or Property Damage arising out of the operations of the Covered Party from the acts or omissions of: A. Police officers who are armed or have the power of arrest, including but not limited to school crossing guards and meter attendants; B. Auxiliary, volunteer, or reserve police officers; C. Other employees of any police agency, including but not limited to stenographic, clerical, court security personnel, court security, and civil process personnel; D. Administrative employees while operating for or on behalf of any police agency, including crime prevention officers; and E. Members of the governing body, including but not limited to County Commissioners, City Council Members, Mayor, City Managers, Coroner and Humane Officers with respect to individuals identified in A, B, C and D above. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 34 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued Leased worker means a person leased to a Covered Party by a labor leasing firm under an agreement between the Covered Party and the labor leasing firm to perform duties related to the conduct of the Covered Party’s business. Leased worker does not include a Temporary Worker. Member(s) means the District(s), Agency(s), City(ies) or Entity(s) identified in the Declarations. Mobile Equipment means any type of land motor vehicle not legally subject to registration as a motor vehicle. Occurrence means an accident or event, including continuous, repeated, or related exposure to conditions, which results in Personal Injury or Property Damage neither expected nor intended from the standpoint of the Covered Party. All such exposure to substantially the same general conditions shall be deemed one Occurrence. Other Fire Incident means a conflagration which threatens to destroy life, property, or natural resources, and (a) is not burning within the confines of firebreaks, or (b) is burning with such intensity that it could not be readily extinguished, with ordinary tools commonly available, for a period greater than 24 hours. Overhead Electric Power Transmission Lines includes but is not limited to power carrying lines which carry electricity between generating stations and substations. Owned Auto means an Auto owned by the Member at the commencement of the Coverage period or acquired by the Member during the Coverage period, provided that the Member notifies SDRMA within 30 days of its acquisition of ownership. Personal Injury includes the following: A. Bodily Injury; B. False arrest, detention or imprisonment; C. Malicious prosecution; D. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; E. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person’s or organization’s goods, products or services; F. Oral or written publication, in any manner, of material that violates a person’s right of privacy; Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 35 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued G. A publication including a publication placed on the internet or on similar electronic means of communication, or an utterance that slanders or libels a person or organization or violates a person's right of privacy or disparages a person's or organization's goods, products or services, except with respect to advertising, publishing, broadcasting or telecasting done by or for the Covered Party; H. Assault and battery not committed by, at the direction of, or with the consent of the Covered Party. However, this limitation does not apply if committed or directed for the purpose of protecting persons from injury or death, or property from damage; Any Personal Injury shall be deemed to occur at the time of the Occurrence or Auto Accident that caused it. Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste material. Waste material, includes materials which are intended to be or have been recycled, reconditioned or reclaimed; Products Hazard means Personal Injury and Property Damage arising out of the Covered Party's products or reliance upon a representation or warranty with respect thereto, but only if the Personal Injury or Property Damage occurs away from premises owned by or rented to the Covered Party and after physical possession has been relinquished to others; Property Damage means: A. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; B. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the Occurrence or Auto Accident that caused it; or C. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate Electronic Data, resulting from physical injury to tangible property. All such loss of Electronic Data shall be deemed to occur at the time of the Occurrence or Auto Accident that caused it. Public Officials and Employees Errors and Omissions means any and all Wrongful Acts by a Covered Party arising from misfeasance, malfeasance or nonfeasance including any actual or alleged negligent action or inaction, mistake, misstatement, error, neglect, inadvertence, Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 36 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued or omission by the Covered Party in the discharge of duties on behalf of the Covered Party; Sexual Harassment Incident means any actual or alleged negligent or intentional act, error or omission, amounting to or resulting in unwelcome sexual advances, requests for sexual favors or other conduct of a sexual nature actually or allegedly perpetrated upon a person by another person, or persons, acting in concert, which causes physical and/or mental injuries, where: A. The submission to or rejection of such conduct is made either explicitly or implicitly a condition of a person’s employment, or a basis for employment decisions affecting a person; or B. The conduct has the purpose of, or effect of interfering with a person’s work performance or creating an intimidating, hostile or offensive work environment. Sexual Abuse or Molestation Incident means any actual or alleged negligent or intentional act, error or omission, amounting to or resulting in sexual abuse or molestation or threatened sexual abuse or molestation. A Sexual Abuse or Molestation Incident does NOT include a Sexual Harassment Incident. Suit means a civil lawsuit in a court of general jurisdiction in which Damages are alleged because of (1) Personal Injury or Property Damage, (2) one or more Wrongful Acts due to Public Officials Errors and Omissions, (3) one or more Employee Benefits Acts, Errors and Omissions, (4) one or more Wrongful Employment Practices, or any combination thereof, to which this coverage applies. Suit includes: A. An arbitration proceeding in which such Damages are claimed and to which the Covered Party must submit or does submit with SDRMA's consent; or B. Any other alternative dispute resolution proceeding in which such Damages are asserted and to which the Covered Party submits with SDRMA's consent. Temporary worker means a person who is furnished to a Covered Party to substitute for a permanent Employee on leave or to meet seasonal or short-term workload conditions. Total Loss Salvage Vehicle means a vehicle that has been wrecked, destroyed, or damaged to the extent that it has been considered uneconomical to repair by vehicle’s owner, lessor, lender, insurer, or risk Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 37 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIII. Definitions, continued financing entity, and as a consequence the vehicle is not repaired by or for the person who owned or leased the vehicle at the time of the event resulting in wreckage, destruction or damage. Ultimate Maximum Loss means the Ultimate Maximum Loss of SDRMA as set forth in the Declarations. Ultimate Net Loss means (1) the sums in excess of the Member Deductible as set forth in the Declarations, for which, after making deductions for all recoveries from valid and collectible insurance and other risk financing, the Covered Party(ies) is/are legally liable to pay as Damages by reason of either a judgment or a settlement made with the written consent of the claimant, the Covered Party and SDRMA, and (2) Defense costs incurred by SDRMA. However, SDRMA has no obligation to pay defense costs once the applicable limit of liability has been exhausted. Uninsured Motor Vehicle means a land motor vehicle or trailer for which no liability bond or policy at the time of an accident provides at least the amounts required by the applicable law where a Covered Auto is principally garaged. Volunteer means any non-compensated individual who, pursuant to prearrangement with and under the general direction of the Member, performs a service for the Member. Watercraft means a vehicle designed for the transport of persons or property principally on water. Wildfire means any sweeping and destructive conflagration in a wilderness or a rural area that can also consume houses, buildings or other structures and agricultural resources (exclusive of the insured’s premises). The term Wildfire is also understood to include any Other Fire Incident. Wrongful Act means any actual or alleged negligent act, error or omission, including but not limited to those constituted by: A. Any violation of antitrust statutes; B. Any negligent ministerial act; C. Any faulty preparation or approval of maps, plans, reports, surveys, designs, or specifications. Wrongful Employment Practice means any act resulting in Damages to: A. Any person arising out of any: 1. refusal to employ that person; Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 38 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org 2. termination of that person's employment, either actual or constructive; or 3. employment-related practices, acts or omissions such as coercion, demotion, evaluation, reassignment, discipline, retaliation, defamation, harassment, humiliation or discrimination directed at that person; B. The spouse, child, parent, brother or sister of that person as a consequence of loss to the person at whom any of the employment- related practices described in paragraph 1, 2, 3 above is directed. It is further agreed that Wrongful Employment Practice means: A. Any action relating to a past, present, or prospective Employee of the Member for or arising out of any actual or alleged wrongful dismissal, discharge or termination, either actual or constructive, of employment, employment related misrepresentation, wrongful discipline, failure to grant tenure or negligent employee evaluation; sexual or workplace harassment of any kind, including, but not limited to, the alleged operation or maintenance of a harassing workplace environment, unlawful discrimination, whether direct, indirect, intentional or unintentional, failure to provide adequate employee policies and procedures; or abusive, hostile, offensive or other illegitimate conduct, including verbal abuse, derogatory remarks, insults, epitaphs, or other verbal or physical conduct which is threatening, intimidating or humiliating or amounts to the gratuitous sabotage or undermining of a person’s work performance. B. Any action brought under state, local, or federal law, whether common or statutory, including the following laws as amended as well as any regulation promulgated there under; 1. Americans with Disabilities Act of 1992(ADA); 2. Civil Rights Act of 1991; 3. Age Discrimination in Employment Act of 1967 (ADEA), including the Older Workers Benefit Protection Act of 1990; 4. Title VII of the Civil Rights Law of 1964, as amended (1993), including the Pregnancy Discrimination Act of 1978; 5. Civil Rights Act of 1866; and 6. Fifth and Fourteenth amendments of the U.S. Constitution. Wrongful Employment Practice does not include Employee Benefits, Acts, Errors and Omissions or any misrepresentations relating to salary, wages, compensation, benefits or Employee Benefit Plans. Any Wrongful Employment Practice must take place solely in or arise out of the conduct of the Covered Party's operations. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 39 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIV. Conditions A. Inspection and Audit: SDRMA shall be permitted but not obligated to inspect the Member’s real and personal property and operations at any time. Neither SDRMA's right to make inspections nor the making thereof nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of the Member or others, to determine or warrant that such property or operations are safe. SDRMA may examine and audit the Member’s books and records at any time during the Coverage Period and extensions thereof and within three years after this Liability Coverage Agreement is no longer in effect, as far as they relate to the subject matter of this Coverage. B. Duties of Covered Party in the Event of an Occurrence, Auto Accident, Wrongful Act, Employee Benefits Acts Errors and Omission or Wrongful Employment Practices, Claim or Suit or other circumstances or events: In the event of the happening of an Occurrence, Auto Accident, Wrongful Act, Employee Benefits Acts, Errors and Omissions or Wrongful Employment Practices, written notice containing particulars sufficient to identify the Covered Party and also reasonably obtainable information with respect to the time, place and circumstances thereof, and the names, addresses and phone numbersd of the injured and of available witnesses, shall be given by or for the Covered Party to SDRMA or any of its authorized agents as soon as practicable. If a Claim is made or Suit is brought against a Covered Party, the Covered Party shall immediately forward to SDRMA every demand, notice, summons, claim or other process received by the Covered Party or its or their representative. The Covered Party shall cooperate with SDRMA and upon its request assist in making settlements, in the conduct of Suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to the Covered Party because of Personal Injury, Property Damage, Employee Benefits, Public Officials and Employees Errors and Omissions or Wrongful Employment Practices with respect to the Coverage afforded under this Liability Coverage Agreement; and the Covered Party shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. No Covered Party shall, except at its or their own cost, voluntarily make any payment, assume any obligation or incur any expense without SDRMA’s written consent. The Covered Party shall do nothing after the loss to impair SDRMA’s right of equitable or legal subrogation, contribution or indemnification against any other person or entity. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 40 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIV. Conditions, Continued The Member is responsible for payment to SDRMA of any co- payment, deductible or any retained limits upon presentation of such invoice from SDRMA. SDRMA, at its sole option and without the consent of the Covered Party, may investigate and/or settle any Claim or Suit within the Limits of Liability of this Liability Coverage Agreement. Whenever the Covered Party has information from which the Covered Party may reasonably conclude that an Occurrence, Auto Accident, Wrongful Act, Employee Benefits Acts, Errors and Omissions, Wrongful Employment Practices Claim or Suit covered hereunder involves injuries or Damages for which the Covered Party could be held liable, or is likely to involve this Liability Coverage Agreement, notice shall be sent to the following address as soon as practicable, provided, however, that failure to give notice of an Occurrence, Auto Accident, Wrongful Act, Employee Benefits Acts, Errors and Omissions, Wrongful Employment Practices, Claim or Suit which at the time of its happening, did not appear to involve this Liability Coverage Agreement but which at a later date, would appear to give rise to a Claim or Suit hereunder, shall not prejudice such Claim or Suit. The address to send the notice specified in the preceding paragraph is: SPECIAL DISTRICT RISK MANAGEMENT AUTHORITY 1112 “I” Street, Suite 300 Sacramento, CA 95814 Tel 800.537.7790 Direct 916.231.4141 FAX 916.231.4111 In case of an Occurrence, Auto Accident, Wrongful Act, Employee Benefits Acts Error and Omissions or Wrongful Employment Practices, Claim or Suit, a Covered Party shall, upon request by SDRMA, perform the following duties: 1. Cooperate with and assist SDRMA in any matter relating to an Occurrence, Auto Accident, Wrongful Act, Employee Benefits Acts Error and Omissions or Wrongful Employment Practices, Claim or Suit. 2. Submit to and subscribe, outside the presence of any other Covered Party as often as SDRMA reasonably requires: a) statements; b) examinations under oath, and 3. Produce employees, officers, and directors of a Covered Party for statements and examinations under oath, upon request, to the extent it is within the Covered Party’s power to do so. Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 41 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIV. Conditions, Continued 4. Provide SDRMA with original records and documents SDRMA requests and permit SDRMA to make copies. C. Legal Actions Against SDRMA: There will be no right of action against SDRMA under this Liability Coverage Agreement unless the Covered Party shall have complied with all of the terms and conditions of this Liability Coverage Agreement and the amount the Covered Party owes has been determined either by actual trial and final judgment or by settlement with the written consent of SDRMA. Notwithstanding any other provision of law, any action against SDRMA for recovery of any sums claimed to be due under this Liability Coverage Agreement shall be filed within one years of the receipt of the written denial of the claim by SDRMA. Any such action shall be venued in the Superior Court of California, County of Sacramento. D. Concealment of Fraud: This entire Liability Coverage Agreement is void, and no coverage is available for any Covered Party if any Covered Party has knowingly and willfully concealed or misrepresented any material fact or circumstance relating to this Liability Coverage Agreement or any Claim arising thereunder before or after the Occurrence or Suit giving rise to the Claim. E. Bankruptcy and Insolvency: Bankruptcy or insolvency of the Covered Party shall not reduce or limit SDRMA of any of the obligations hereunder. F. Available Insurance: The coverages provided by this Liability Coverage Agreement shall apply only in excess of any insurance available to any Covered Party including through its participation with another Joint Powers Authority whether or not it is properly formed under California Government Code §§ 6500 et seq. In addition, the coverage provided by this Liability Coverage Agreement shall apply only in excess of any other coverage or benefits provided by self-insurance arrangements, pools, self- insurance trusts, captive insurance companies, retention groups, reciprocal exchanges, or any other plan or agreement of risk transfer or assumption. G. Recovery of Sums Paid: SDRMA has the right, on behalf of any Covered Party, to seek recovery of sums paid pursuant to this Liability Coverage Agreement on behalf of the Covered Party. In seeking such a recovery, SDRMA shall be acting as the designated representative of that Covered Party. All rights of recovery shall remain with the Covered Party such that there is no automatic assignment or transfer of the original claim. At SDRMA’s request, Liability Coverage Agreement 2021-22 Property/Liability Coverage Documents Page: 42 of 42 Tel 800.537.7790 Special District Risk Management Authority Fax 916.231.4111 Rev. 07/1/2021 www.sdrma.org XIV. Conditions, Continued the Covered Party shall assign its rights of recovery to SDRMA. All sums recovered under this provision, regardless of whether the Covered Party has assigned its rights to SDRMA or not, shall be applied to reimburse SDRMA for payments paid pursuant to this Liability Coverage Agreement. H. Changes: Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or change in any part of this Liability Coverage Agreement or estop SDRMA from asserting any right under the terms of this Liability Coverage Agreement, nor shall the terms of this Liability Coverage Agreement be waived or changed, except by endorsement issued to form a part of this Liability Coverage Agreement. I. Assignment: Assignment of interest under this Liability Coverage Agreement shall not bind SDRMA unless such consent is given in writing. J. Notices: The Member named in the Declarations is authorized to act on behalf of itself and all other Covered Parties or Covered Individuals with respect to the giving and receiving of any notices under this Liability Coverage Agreement. However, SDRMA shall only be obligated to furnish to the Member notices required or authorized under this Liability Coverage Agreement. K. Appeal: If your claim is denied, you have the right to file a written appeal within 60 days of the date of the written denial. Your appeal must be submitted in writing and should include the reason(s) why you disagree with the denial, along with documentation supporting your appeal. EXECUTION IN WITNESS WHEREOF this Liability Coverage Agreement has been executed by Special District Risk Management Authority on the date shown below, for the period shown in the Declarations attached hereto. SPECIAL DISTRICT RISK MANAGEMENT AUTHORITY (SDRMA) Signed by: ___ _________________________________ __July 1, 2021____ Laura S. Gill Date Chief Executive Officer 7853431.1