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HomeMy WebLinkAboutResolution 2025-22 - EVDS Maintenance Agreement.pdfRESOLUTION 2025-22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GILROY APPROVING THE EMERGENCY VEHICLE DETECTION/PRE-EMPTION SYSTEM (EVDS) MAINTENANCE AGREEMENT BETWEEN THE CITY OF GILROY AND THE STATE OF CALIFORNIA AND AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE THE AGREEMENT WHEREAS, California Department of Transportation (Caltrans) Encroachment Permits are required before any local project can be built within Caltrans right-of-way and Caltrans Encroachment Permits stipulate the Maintenance Agreements detailing obligations for the local agency to maintain local facilities within Caltrans right-of-way must be executed before the start of construction; and WHEREAS, it is in the best interest of the City of Gilroy to enter inter certain Agreements in order to facilitate the desired construction of new traffic signal improvements at the intersections of First Street (SR152)/Kern Avenue and First Street (SR152)/Kelton Drive; and WHEREAS, it is the policy of Caltrans for local agencies to enter into certain Agreements for the operation, maintenance, repair, replacement, removal, and relocation of Emergency Vehicle Detection/Pre-Emption Systems (EVDS) at facilities within State right-of-way which are the responsibility of the City to maintain. NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF GILROY HEREBY approves: 1.The Emergency Vehicle Detection/Pre-Emption System (EVDS) Maintenance Agreement between the State of California, acting by and through the Department of Transportation, and the City of Gilroy 2.The City Administrator or his designee is hereby authorized and directed to sign all necessary documents on behalf of the City of Gilroy 3.The City Clerk’s Office is hereby authorized and directed to attest the signature of the City Administrator on the Agreement 4. That a true copy of said Agreement is attached hereto and incorporated herein by reference. PASSED AND ADOPTED by the City Council of the City of Gilroy at a regular meeting duly held on the 2nd day of June 2025 by the following roll call vote: AYES: COUNCIL MEMBERS: Bracco; Cline; Fugazzi; Hilton; Marques; Ramirez; Mayor Bozzo NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F Resolution No. 2025-22 EVDS Maintenance Agreement City Council Regular Meeting | June 2, 2025 Page 2 of 3 APPROVED: ______________________________ Greg Bozzo, Mayor ATTEST: Bryce Atkins, Acting City Clerk Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F EMERGENCY VEHICLE DETECTION SYSTEM (EVDS) 04-SCL-VAR-VAR 1 EMERGENCY VEHICLE DETECTION/PRE-EMPTION SYSTEM (EVDS) MAINTENANCE AGREEMENT WITH CITY OF GILROY This AGREEMENT is made effective on ___________________, by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as “STATE” and the CITY of Gilroy; hereinafter referred to as “CITY”; and collectively referred to as “PARTIES”. SECTION I RECITALS 1. EMERGENCY VEHICLE DETECTION/PRE-EMPTION SYSTEM ("EVDS") was installed under Encroachment Permit on State Route(s)all identified under Exhibit A, which is attached and has been made part of this AGREEMENT. EVDS equipment is owned and operated by CITY for the purpose of enabling first-response vehicles to request traffic signal preemption at equipped intersections. This includes but is not limited to associated communication equipment (wireless and similar), supporting electrical network, wireless backbone infrastructure and associated hardware and software within locations identified in Exhibit A. 2. This AGREEMENT and the Encroachment Permit define the responsibilities of CITY including but not limited to, operations, maintenance, repair, replacement, removal, and relocation of EVDS. 3. This AGREEMENT specifies the CITY’s costs associated with the operation, maintenance, repair, replacement, removal, and relocation of EVDS at locations listed in Exhibit A. 4. In this AGREEMENT, the term "STATE Representative" shall refer to a STATE representative from the Electrical Maintenance or Signal Operations group. NOW THEREFORE, IT IS AGREED AS FOLLOWS: SECTION II AGREEMENT 1. Exhibit A lists and describes the facilities within STATE right of way which are the responsibility of the CITY to maintain in accordance with this Agreement. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F EMERGENCY VEHICLE DETECTION SYSTEM (EVDS) 04-SCL-VAR-VAR 2 2. If there is mutual agreement on a change in the maintenance responsibilities between PARTIES, the PARTIES can revise Exhibit A through a mutual written execution of the exhibit. 3. CITY must obtain the necessary Encroachment Permits from STATE’s District 04 Encroachment Permit Office prior to entering STATE right of way to perform CITY maintenance responsibilities. This permit will be issued at no cost to CITY. 4. CITY is strictly prohibited from accessing the STATE's controller cabinet unless accompanied by a STATE Representative. 5. EMERGENCY VEHICLE DETECTION/PRE-EMPTION SYSTEM ("EVDS") is constructed as a permitted encroachment within STATE’s right of way at the locations listed on Exhibit A. CITY is solely responsible for, but not limited to the operation, relocation, removal, and maintenance of EVDS. 5.1. CITY, at CITY expense, will own, inspect and maintain the EVDS equipment, including all components within the controller cabinet, any components attached to a signal pole or mast arm, and other related components; the phasing and timing will be as directed by the STATE Representative. 5.2. Upon replacement or maintenance of EVDS, CITY maintenance personnel, STATE Representative, and local emergency services personnel will conduct joint operational tests. A representative of the EVDS supplier should also be present to provide technical assistance during the initial operational tests. 5.3. In addition to regular inspection and maintenance, all costs of repairing or replacing damaged or missing EVDS equipment is the responsibility of the CITY. 5.4. CITY will provide maintenance personnel who will be available to respond without delay to emergency calls. Contact email and phone number are the following: EVDS: After hours emergencies: 408-846-0350; During working hours: 408-846-0223 or engineeringcounter@cityofgilroy.org__ 5.5. CITY shall be responsible for all respective costs associated with any damage(s) to STATE-owned infrastructure caused by the CITY’s operation and maintenance activities of EVDS. 5.6. CITY shall not alter, adjust, modify, remove, replace, disconnect, activate, or deactivate STATE equipment without written authorization from STATE. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F EMERGENCY VEHICLE DETECTION SYSTEM (EVDS) 04-SCL-VAR-VAR 3 5.7. CITY will notify, in writing, the STATE Representative a minimum fifteen (15) working days prior to any change in the EVDS. 6. LEGAL RELATIONS AND RESPONSIBILITIES 6.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement or to affect the legal liability of a PARTY to the Agreement by imposing any standard of care with respect to the operation and maintenance of STATE highways and local facilities different from the standard of care imposed by law. 6.2. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE, under or in connection with any work, authority or jurisdiction conferred upon STATE under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save harmless CITY and all of their officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this Agreement. 6.3. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction conferred upon CITY under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement. 7. PREVAILING WAGES: 7.1. Labor Code Compliance- If the work performed under this Agreement is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. CITY agrees to include prevailing wage requirements Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F EMERGENCY VEHICLE DETECTION SYSTEM (EVDS) 04-SCL-VAR-VAR 4 in its contracts for public works. Work performed by CITY'S own forces is exempt from the Labor Code's Prevailing Wage requirements. 7.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771. Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts. 8. INSURANCE - CITY and its contractors shall maintain in force, during the term of this agreement, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming the STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement. 9. TERMINATION - This Agreement may be terminated by mutual written consent by PARTIES or by STATE for cause., CITY’s failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE. 10. TERM OF AGREEMENT - This Agreement shall become effective on the date first shown on its face sheet and shall remain in full force and effect until amended or terminated as set forth in Article 9 above. PARTIES are empowered by Streets and Highways Code Section 114 and 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F EMERGENCY VEHICLE DETECTION SYSTEM (EVDS) 04-SCL-VAR-VAR 5 IN WITNESS WHEREOF, the PARTIES hereto have set their hands and seals the day and year first above written. THE CITY OF GILROY STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION Initiated and Approved By: ___________________________ CITY Administrator By: ___________________________ LEAH BUDU Deputy District Director Maintenance District 04 ATTEST: By: __________________________ CITY Clerk By: __________________________ CITY Attorney Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F EXHIBIT A Page 1 of 1 EMERGENCY VEHICLE DETECTION/PRE-EMPTION SYSTEM (EVDS) Caltrans ("STATE") and City of GILROY ("CITY") Effective __________________ LOCATIONS CITY-Owned, operated, and Maintained Route and PM Location Type of Facility 04-SCL-152-PM7.93 FIRST ST. & SANTA TERESA EVDS 04-SCL-152- PM8.08 FIRST ST. & KELTON DR EVDS 04-SCL-152-PM8.25 FIRST ST. & WESTWOOD DR. EVDS 04-SCL-152-PM8.35 FIRST ST. & KERN AVE. EVDS 04-SCL-152-PM8.62 FIRST ST. & WREN AVE. EVDS 04-SCL-152-PM8.90 FIRST ST & MILLER AVE./WAYLANE LN. EVDS 04-SCL-152-PM9.30 FIRST ST. & CHURCH ST. EVDS 04-SCL-152-PM9.43 FIRST ST. & MONTEREY ST. EVDS 04-SCL-152-PMM9.77 MONTEREY ST. & LEAVESLEY RD. EVDS 04-SCL-152-PMM9.96 LEAVESLEY RD. & FOREST ST. EVDS 04-SCL-152- PMM10.11 LEAVESLEY RD. & MURRAY AVE. EVDS 04-SCL-152- PMM10.22 LEAVESLEY RD. & US101 SB ON/OFF RAMPS EVDS 04-SCL-152 (101)- PMR10.04 (R7.54) LEAVESLEY RD. & US101 NB RAMP AND SAN YSIDRO AVE. EVDS 04-SCL-101 (152) - PMR6.07 (R9.90) US101 SB ON/OFF RAMPS & E. 10TH ST. EVDS 04-SCL-101 (152)- PMR6.05 (R10.03) US101 NB OFF RAMP/SR152 PACHECO PASS HWY EVDS 04-SCL-152-PM10.39 SR152 PACHECO PASS HWY & CAMINO ARROYO DR. EVDS 04-SCL-101-PM4.95 US101 NB ON/OFF RAMPS & MONTEREY ST/BOLSA RD/TRAVEL PARK CIR EVDS 04-SCL-101-PM5.07 US101 SB ON/OFF RAMPS & MONTEREY ST. EVDS Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CERTIFICATE OF COVERAGE This Cer)ficate of Coverage is used as a ma5er of informa)on only and confers no rights upon the Cer)ficate Holder. This Cer)ficate of Coverage does not amend, extend, or alter the coverage afforded by the memoranda of coverages listed below. DATE (MM/DD/YYYY) JOINT POWERS AUTHORITY (JPA)JPA MEMBER (Covered Party) This is to cer)fy that the Municipal Pooling Authority of Northern California (MPA) memoranda of coverages listed below have been issued to the Covered Party named above for the period indicated. The coverage is in effect and is provided through par)cipa)on in a risk sharing joint powers authority. Notwithstanding any requirement, term, or condi)on of any contract or other document with respect to which this Cer)ficate of Coverage may be used or may pertain, the coverages afforded by the memoranda of coverages described herein are subject to all the terms, exclusions, and condi)ons of such memoranda of coverages listed below. TYPE OF COVERAGE ADDL INSR LIMIT OF LIABILITY / EACH OCCURRENCE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EVENT / RESTRICTIONS / SPECIAL ITEMS: CERTIFICATE HOLDER MPA CERTIFICATE OF COVERAGE (11/20224) ecertsonline © 2024 All rights reserved. CANCELLATION Should any of the above coverages for the Covered Party be changed or withdrawn prior to the expira)on date issued above, MPA will endeavor to mail 30 days wri5en no)ce to the Cer)ficate Holder, but failure to mail such no)ce shall impose no obliga)on or liability of any kind upon MPA, its agents, or representa)ves. AUTHORIZED REPRESENTATIVE: AUTO COMPREHENSIVE / COLLISION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OTHER EXPIRATION 12:01a.m. $ $ $ $ $ $ $ $ $ $ $ BODILY INJURY, PROPERTY DAMAGE, PERSONAL INJURY COMBINED SUBJECT TO COVERAGE LIMITS, TERMS, AND CONDITIONS SIR EMPLOYERS’ LIABILITY PER STATUTORY LIMITS $ EFFECTIVE (MM/DD/YYYY)POLICY NUMBER CERTIFICATE NUMBER: N/A BODILY INJURY, PROPERTY DAMAGE, PERSONAL INJURY COMBINED $ $ $ ALL OTHER VEHICLES POLICE VEHICLES DEDUCTIBLE LIMIT OF LIABILITY CONTACT NAME: PHONE: FAX: GENERAL LIABILITY AUTOMOBILE LIABILITY EACH OCCURRENCE EACH OCCURRENCE AGGREGATE Erwin Chang 3/27/2025 Municipal Pooling Authority of Northern California Municipal Pooling Authority of Northern California P.O. Box 67 Walnut Creek, CA 94597 925-943-1100 925-946-4183 California Department of Transportation District 4 Attn: Leah Budu, Deputy District Director 111 Grand Avenue Oakland CA 94563 Auto Liability as respects the maintenance agreement between the City of Gilroy and the State of California for and It is hereby agreed that State of California, its officers, agents and employees are named as additional covered parties for General and Auto and Emergency Vehicle Detection/ Pre-Emption System (EVDS). 84574664 City of Gilroy 7351 Rosanna Street Gilroy CA 95020 6/30/2024 6/30/2025 1,000,0003MPA24-25 2,000,000 6/30/2024 6/30/2025 1,000,0003MPA24-25 84574664 | 24/25 GL AL AU WC w/ Aggregate | Excl:WC Auto | Emily Dalske | 3/27/2025 11:28:32 AM (PDT) | Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CALIFORNIA AFFILIATED RISK MANAGEMENT AUTHORITIES MEMORANDUM OF COVERAGE LIABILITY COVERAGE DECLARATIONS Memorandum Number: CARMA 2024-GL Member: Vector Control Joint Powers Agency and their members participating in their Liability Program Coverage Period: July 1, 2024 to July 1, 2025 12:01 a.m. Pacific Time Retained Limit: $1,000,000 ultimate net loss each occurrence Pooled Coverage Limit: $9,000,000 ultimate net loss each occurrence Reinsurance/Excess Coverage Policies and Limits (Purchased but not backed by CARMA): 2024-2025 Limit Policy # Safety National Casualty Corporation (Reinsurance) 5m x 10m SIR $20m policy aggregate (except AL) FCA4068276 Continental Indemnity Company (Reinsurance) 2.5m x 15m $10m policy aggregate (except AL) JCI24NPX-01049-04 Everest Reinsurance Company (Reinsurance) 5m x 17.5m $20m policy aggregate (except AL) FC10059430-2024 Upland Specialty Insurance Company (Reinsurance) 2m x 22.5m $8m policy aggregate (except AL) USXPEO668324 Allied World National Assurance Company (Excess Insurance) 5m x 24.5m $20 policy aggregate (except AL) 0312-9544 Schedule of Endorsement: CARMA Endorsement 1 This DECLARATIONS page, together with the MEMORANDUM OF COVERAGE and ENDORSEMENTS, if any, form the full and complete coverage between CARMA and the Member. Words with special meaning are shown in bold face and are explained in the Definitions Section. LIABILITY MEMORANDUM OF COVERAGE Signed by: _____________________________________ July 1, 2024 AUTHORIZED REPRESENTATIVE DATE Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CALIFORNIA AFFILIATED RISK MANAGEMENT AUTHORITIES MEMORANDUM OF COVERAGE LIABILITY COVERAGE DECLARATIONS Memorandum Number: CARMA 2024-GL Member: Pooled Liability Assurance Network Joint Powers Authority and their members participating in their Liability Program Coverage Period: July 1, 2024 to July 1, 2025 12:01 a.m. Pacific Time Retained Limit: $1,000,000 ultimate net loss each occurrence Pooled Coverage Limit: $9,000,000 ultimate net loss each occurrence Reinsurance/Excess Coverage Policies and Limits (Purchased but not backed by CARMA): NOT APPLICABLE FOR THE 2024-2025 PROGRAM YEAR Schedule of Endorsement: CARMA Endorsement 1 This DECLARATIONS page, together with the MEMORANDUM OF COVERAGE and ENDORSEMENTS, if any, form the full and complete coverage between CARMA and the Member. Words with special meaning are shown in bold face and are explained in the Definitions Section. LIABILITY MEMORANDUM OF COVERAGE Signed by: _____________________________________ July 1, 2024 AUTHORIZED REPRESENTATIVE DATE Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CALIFORNIA AFFILIATED RISK MANAGEMENT AUTHORITIES (CARMA) MEMORANDUM OF COVERAGE FOR THE 2024-25 PROGRAM YEAR EFFECTIVE JULY 1, 2024 MEMORANDUM NUMBER – CARMA 2024-GL Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F MEMORANDUM OF COVERAGE FOR THE CALIFORNIA AFFILIATED RISK MANAGEMENT AUTHORITIES (CARMA) TABLE OF CONTENTS SECTION I - COVERAGE ........................................................................................................... 3 SECTION II - DEFINITIONS ....................................................................................................... 3 SECTION III - DEFENSE AND SETTLEMENT ...................................................................... 10 SECTION IV - CARMA'S LIMIT OF COVERAGE ................................................................. 10 SECTION V - COVERAGE PERIOD AND TERRITORY ........................................................ 11 SECTION VI - EXCLUSIONS ................................................................................................... 11 SECTION VII - CONDITIONS ................................................................................................... 17 Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 3 MEMORANDUM OF COVERAGE FOR THE CALIFORNIA AFFILIATED RISK MANAGEMENT AUTHORITIES (CARMA) In consideration of the payment of the deposit premium, the Authority agrees with the Covered Parties as follows: SECTION I – COVERAGE The Authority will pay up to the Limit of Coverage those sums for Ultimate Net Loss in excess of $1,000,000 that the Covered Parties pay out of their own funds, unless otherwise provided herein, as Damages because of Bodily Injury, Non-Employment Sexual Abuse, Property Damage, Personal Injury, or Public Officials Errors and Omissions as those terms are herein defined and to which this agreement applies, caused by an Occurrence during the Coverage Period, except as otherwise excluded. This Memorandum of Coverage does not provide insurance, but instead provides for pooled risk sharing. This Memorandum is a negotiated agreement amongst the Members of the Authority and none of the parties to the Memorandum is entitled to rely on any contract interpretation principles that require interpretation of ambiguous language against the drafter of such Memorandum. This Memorandum shall be applied according to the principles of contract law, giving full effect to the intent of the Members of the Authority, acting through the Board of Directors in adopting this Memorandum of Coverage. As the Authority is not an insurer, it has no obligation to provide “Cumis” counsel to a Covered Party in disputed coverage situations under Civil Code §2860. SECTION II - DEFINITIONS 1. "Aircraft" means a vehicle designed for the transportation of persons or property principally in the air. Aircraft does not mean an Unmanned Aircraft. 2. “Authority” means the California Affiliated Risk Management Authorities. 3. "Automobile" means a land motor vehicle, trailer, or semi-trailer. 4. "Bodily Injury" means bodily injury, sickness, disease, or emotional distress sustained by a person, including death resulting from any of these at any time. Bodily Injury includes Damages claimed by any person or organization for care, loss of services, or death resulting at any time from the Bodily Injury. However, Bodily Injury does not include harm of any kind arising from, connected with or resulting from Non-Employment Sexual Abuse. 5. "Coverage Period" means that term prescribed for coverage by the Authority as set forth in the Declarations page. 6. “Covered Indemnity Contract” means that part of any contract or agreement pertaining to the Covered Party’s routine governmental operations under which the Covered Party assumes the tort liability of another party to pay for Bodily Injury or Property Damage to Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 4 a third person or organization. This definition applies only to tort liability arising out of an Occurrence to which this agreement applies. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 7. "Covered Party" means: (a) A Member of the Authority. This includes all entities named in its Declarations page, including any and all commissions, agencies, districts, authorities, boards (including the governing board), or similar bodies coming under the Member's direction or control, or for which the Member's board members sit as the governing body, except a hospital board or commission, regardless of how such body is denominated. (b) An Entity which is a member of a joint powers authority (JPA) which is a Member of the Authority herein, which Entity participates in said JPA's liability program. This includes all Entities named in said JPA’s Declarations page, including any and all commissions, agencies, districts, authorities, boards (including the governing board), or similar bodies coming under such Entity’s direction or control, or for which the Entity's board member sits as the governing body, except a hospital board or commission, regardless of how such body is denominated. (c) Any Member or Entity or person identified as a Covered Party in a certificate of coverage to third parties duly issued by the Authority for Occurrences during the Coverage Period identified in the certificate of coverage, the Member or Entity or person is a Covered Party only for Occurrences arising out of the described activity. (d) Any official, employee, or volunteer of a Member, Entity or person covered by (a), (b), or (c) herein, whether or not compensated, while acting in an official capacity for or on behalf of such Member or Entity or person including while acting on any outside board at the direction of such Member or Entity or person except a hospital board or commission, regardless of how such a body is denominated. (e) The Authority itself and its Board of Directors individually. (f) With respect to any Automobile owned or leased by a Member, or loaned to or hired for use by or on behalf of the Member, any person while using such Automobile and any person or organization legally responsible for the use thereof, provided the actual use is with the permission of the Member, but this protection does not apply to: i. Any person or organization, or any agent or employee thereof, operating an Automobile sales agency, repair shop, service station, storage garage, or public parking place, with respect to an Occurrence arising out of the operation thereof; ii. The owner or any lessee, other than the Member, of any Automobile hired by or loaned to the Member or to any agent or employee of such owner or Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 5 lessee. (g) No Member or Entity or person is a Covered Party with respect to the conduct of any current or past partnership, joint venture, or joint powers authority that is not shown as a named Covered Party in the Declarations; however, for any person (1) who is an official, employee, or volunteer of a Member or Entity covered by (a) or (b) herein, (2) who participates in the activities of the partnership, joint venture, or joint powers authority (or any separate agency or Entity created under any joint powers agreement by the named Member), and (3) who is acting for or on behalf of a Member or Entity covered by (a) or (b) herein at the time of the Occurrence, then coverage is afforded by this agreement. Such coverage will be in excess of and shall not contribute with any collectible insurance or other coverage provided to the other joint powers authority, Entity, or Member. (h) Notwithstanding sections (d) and (e) above, the defense and indemnity coverage afforded by this agreement to a past or present official, employee, or volunteer of a Member or Entity is not broader than the Member's or Entity’s duty to defend and indemnify its official, employee, or volunteer pursuant to California Government Code Section 815, 815.3, 825 to 825.6, 995 to 996.6, inclusive, and any amendments thereof. If the Member or Entity which employs the official, employee, or volunteer is not obligated under the California Government Code to provide a defense, or to provide indemnity for a claim, or if said Member or Entity refuses to provide such defense and/or indemnity to said official, employee, or volunteer, then this agreement shall not provide any such defense or indemnity coverage to said official, employee, or volunteer. All immunities, defenses, rights, and privileges afforded to a Member or Entity under California Government Code Section 815, 815.3, 825 to 825.6, 995 to 996.6, inclusive, and any amendments thereof, shall be afforded to the Authority to bar any defense or indemnity coverage under this agreement to that Member's or Entity’s official, employee, or volunteer. 8. “Cyber Liability” means any liability arising out of or related to the acquisition, storage, security, use, misuse, disclosure, or transmission of electronic data of any kind, including, but not limited to, technology errors and omissions, information security and privacy, privacy notification cost, penalties for regulatory defense or penalties, website media content, disclosure or misuse of confidential information, failure to prevent unauthorized disclosure or misuse of confidential information, improper or inadequate storage or security or personal or confidential information, unauthorized access to computer systems containing confidential information, or transmission or failure to prevent transmission of a computer virus or other damaging material. 9. "Dam" means any artificial barrier, together with appurtenant works, which does or may impound or divert water, and which either (a) is 25 feet or more in height from the natural bed of the stream or watercourse at the downstream toe of the barrier, or from the lowest elevation of the outside limit of the barrier, if it is not across a stream, channel, or watercourse, to the maximum possible water storage elevation; or (b) has an impounding capacity of 50 acre-feet or more. Any such barrier which is not in excess of 6 feet in height, regardless of storage capacity, Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 6 or which has a storage capacity not in excess of 15 acre-feet, regardless of height, shall not be considered a Dam. No obstruction in a canal used to raise or lower water therein or divert water there from, no levee, including but not limited to, a levee on the bed of a natural lake the primary purpose of which levee is to control floodwaters, no railroad fill or structure, no road or highway fill or structure, no tank constructed of steel or concrete or of a combination thereof, no tank elevated above the ground, no water or waste water treatment facility, and no barrier which is not across a stream channel, watercourse, or natural drainage area and which has the principal purpose of impounding water for agricultural use or storm water detention or water recharging or use as a sewage sludge drying facility shall be considered a Dam. In addition, no obstruction in the channel of a stream or watercourse which is 15 feet or less in height from the lowest elevation of the obstruction and which has the single purpose of spreading water within the bed of the stream or watercourse upstream from the construction for percolation underground shall be considered a Dam. Nor shall any impoundment constructed and utilized to hold treated water from a sewage treatment plant be considered a Dam. Nor shall any wastewater treatment or storage pond exempted from State regulations and supervision by Water Code Section 6025.5 be considered a Dam. 10. "Damages" means compensation in money recovered by a third party for loss or detriment it has suffered through the acts of a Covered Party or for liability assumed by the Covered Party under a Covered Indemnity Contract. Damages include (1) attorney fees not based on contract awarded against the Covered Party, (2) interest on judgments, or (3) costs, for which the Covered Party is liable either by adjudication or by compromise with the written consent of the Authority, if the fees, interest, or costs arise from an Occurrence to which this coverage applies. 11. "Defense Costs" means all fees and expenses incurred by any Covered Party, caused by and relating to the adjustment, investigation, defense, or litigation of a claim to which this coverage applies, including attorney's fees, court costs, premiums for appeal bonds, and interest on judgments accruing after entry of judgment. Defense Costs shall include adjusting expenses of a third-party claims administrator that are specifically identifiable with a claim subject to this coverage. Defense Costs shall include reasonable attorney fees and necessary litigation expenses incurred by or for a party other than the Covered Party, that are assumed by the Covered Party in a Covered Indemnity Contract where such attorney fees or costs are attributable to a claim for Damages covered by this Memorandum. Defense Costs shall include fees and expenses relating to coverage issues or disputes that arise after a written denial of coverage, between any Covered Party named in the Declarations and the Authority, if the Covered Party named in the Declarations prevails in such dispute. Defense Costs shall not include the office expenses, salaries of employees and officials, or expenses of the Covered Party or the Authority, or attorney fees or costs awarded to a prevailing plaintiff against the Covered Party. 12. "Limit of Coverage" shall be the amount of coverage stated in the declaration page or certificate of coverage, or sublimits as stated therein for each Covered Party per Occurrence, subject to any lower sublimit stated in this Memorandum. For each Occurrence, there shall be only one Limit of Coverage regardless of the number of Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 7 claimants or Covered Parties against whom a claim is made. In the event that a structured settlement, whether purchased from or through a third-party, or paid directly by the Covered Party in installments, is utilized in the resolution of a claim or suit, the Authority will pay only up to the amount stated in the Declarations or certificate of coverage in present value of the claim, as determined on the date of settlement, regardless of whether the full value of the settlement exceeds the amount stated in the Declarations or certificate of coverage. 13. "Medical Malpractice" means the rendering of or failure to render any of the following services: (a) Medical, surgical, dental, psychiatric, psychological counseling, x-ray, or nursing service or treatment or the furnishing of food or beverages in connection therewith; or any services provided by a health care provider as defined in Section 6146 (c), (2), (3), of the California Business and Professions Code. (b) Furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. Medical Malpractice does not include emergency medical services or first aid administered by employees, nor does it include advice or services rendered by a 911 emergency dispatcher. 14. "Member" shall mean any organization that is a party to the Agreement creating the California Affiliated Risk Management Authorities. 15. “Non-Employment Sexual Abuse” means actual or alleged unwelcome or offensive conduct of a sexual nature directed towards any claimant(s), including any sexual act, contact or touching of a sexual nature, sexual assault, abuse, molestation or harassment of a sexual nature, or verbal, written, recorded, or electronic correspondence, transmission or communication of a sexual nature alleged to have resulted in Damages. 16. "Nuclear Material" means Source Material, Special Nuclear Material, or Byproduct Material. "Source Material", "Special Nuclear Material", and "Byproduct Material" have the meanings given to them by the Atomic Energy Act of 1954 or in any law amendatory thereof. 17. "Occurrence" means: (a) With respect to Bodily Injury or Property Damage: an accident, including continuous or repeated exposure to substantially the same generally harmful conditions, which results in Bodily Injury or Property Damage neither expected nor intended from the standpoint of the Covered Party. Loss of use of tangible property that is not physically injured shall be deemed to occur at the time of the Occurrence that caused it. The inverse condemnation exception to Exclusion 9 under this Memorandum of Coverage is a temporary or permanent taking of third-party’s real or personal property resulting from Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 8 a public work or public improvement system failure or, where a weather event acts upon or together with a public work or public improvement system which fails. The number of Occurrences shall be determined by whether the takings arise from or are the result of failure of one public work or improvement system (one Occurrence) or separate public work or public improvement systems in different locations (more than one Occurrence). (b) With respect to Non-Employment Sexual Abuse: a Covered Party's alleged vicarious or indirect liability exposure to any claimant(s) for Non-Employment Sexual Abuse related to or resulting from the Covered Party's failure to prevent, control, supervise, or warn of any such misconduct. All such acts of Non- Employment Sexual Abuse arising from substantially similar acts, conditions or causes, regardless of the number of Members, whether there is a single perpetrator or multiple perpetrators acting in concert, claims made, suits brought, persons or organizations making claims or bringing suits, victims, incidents, or locations at which Non-Employment Sexual Abuse is alleged to have taken place, shall be combined and treated as a single Occurrence with a date of loss determined to be the date when the sexual misconduct was first committed. (c) With respect to Personal Injury: an offense described in the definition of that term in this coverage agreement. (d) With respect to Public Officials Errors and Omissions: any actual or alleged misstatement or misleading statement or act or omission as described in the definitions of the term in this coverage agreement. 18. "Personal Injury" means injury arising out of one or more of the following offenses: (a) False arrest, detention or imprisonment, or malicious prosecution; (b) Abuse of legal process; (c) Wrongful entry into, or eviction of a person from, a room, dwelling, or premises that a person occupies; (d) Publication or utterance of material, including continuous or repeated, that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, or oral or written publication of material that violates a person's right of privacy; (e) Discrimination or violation of civil rights; and (f) Injury resulting from the use of force for the purpose of protecting persons or property. 19. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including, but not limited to, smoke, vapor, soot, fumes, acids, alkalis, chemicals, airborne particles or fibers, electromagnetic fields, and waste. Waste includes materials to be recycled, reconditioned, or reclaimed. The term Pollutants as used herein does not mean potable Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 9 water, agricultural water, water furnished to commercial users, or water used for fire suppression. 20. "Property Damage" means: (a) Physical injury or destruction of tangible property, including all resulting loss of use of that property; or (b) Loss of use of tangible property that is not physically injured or destroyed. 21. "Public Officials Errors and Omissions" means any (including continuous or repeated) actual or alleged misstatement or misleading statement or act or omission by any Covered Party (individually or collectively) arising in the course and scope of their duties with the Covered Party or claimed against them solely by reason of their being or having been public officials or employees, and which results in damage neither expected nor intended from the standpoint of the Covered Party. All claims involving the same misstatement or misleading statement or act or omission or a series of contiguous or interrelated misstatements or misleading statements or acts or omissions will be considered as arising out of one Occurrence. 22. "Retained Limit" means the amount, identified in the applicable Declaration or certificate, of Ultimate Net Loss for which the Covered Party pays out of its own funds, unless otherwise provided herein, before the Authority is obligated to make payment, subject to the following: (a) For each Occurrence, there shall be only one Retained Limit regardless of the number of claimants or Covered Parties against whom a claim is made. (b) Payment of the Retained Limit shall be apportioned among the Covered Parties in accordance with their proportionate shares of liability. If the payment is for a settlement, the Retained Limit shall be apportioned among the Covered Parties, in accordance with the respective parties' agreed upon or court-determined share of liability. In the event that the apportionment requires court determination, the Covered Parties will pay all costs of the Authority in seeking such determination, including its attorney's fees in proportion to the court's determination of liability. 23. “Unmanned Aircraft” means an aircraft (with its aerial system or control device) that is not designed, manufactured, or modified after manufacture to be controlled directly by a person from within or on the aircraft. 24. “Ultimate Net Loss” means the sums actually paid by the Covered Parties comprising the total of all Defense Costs and all Damages. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 10 SECTION III - DEFENSE AND SETTLEMENT The Authority shall have no duty to assume charge of investigation or defense of any claim. However, the Authority, at its own expense, shall have the right to assume the control of the negotiation, investigation, defense, appeal, or settlement of any claim the Authority determines, in its sole discretion, to have reasonable probability of resulting in an Ultimate Net Loss in excess of the applicable Retained Limit. The Covered Party shall fully cooperate in all matters pertaining to such claim or proceeding. If the Authority assumes the control of the handling of a claim, the Covered Parties shall be obligated to pay at the discretion of the Authority any sum necessary for the defense and settlement of a claim, or to satisfy liability imposed by law, up to the applicable Retained Limit. No claim shall be settled for an amount in excess of the Retained Limit without the prior written consent of the Authority, and the Authority shall not be required to contribute to any settlement to which it has not consented. SECTION IV - CARMA'S LIMIT OF COVERAGE Regardless of the number of (1) Covered Parties under this Memorandum, (2) persons or organizations who sustain injury or damage, or (3) claims made or suits brought, the Authority's liability is limited as follows: (a) With respect to coverage provided, the Authority's liability for any one Occurrence shall be limited to the Ultimate Net Loss that is in excess of $1,000,000, which shall be the Covered Party's Retained Limit, but then only up to the sum set forth in the Declarations as the Authority's limit of liability for any one Occurrence. In the event that a structured settlement, whether purchased from or through a third-party, or paid directly by the Covered Party in installments, is utilized in the resolution of a claim or suit, the Authority will pay only up to the amount stated in the Declarations or certificate of coverage in present value of the claim, as determined on the date of settlement, regardless of whether the full value of the settlement exceeds the amount stated in the Declarations or certificate of coverage. (b) The Limit of Coverage for any additional Covered Party as defined in Section 2, Paragraph 7, Subparagraph (c), subject to the per Occurrence limitation above, shall not exceed the limit stated in its additional Covered Party certificate regardless of the limit which applies to the Member. (c) All related Personal Injury Occurrences and all related Non-Employment Sexual Abuse Occurrences involving the same individual or multiple individuals acting together as alleged perpetrators or involving the same alleged claimant or group of claimants and whether happening in one or multiple Coverage Periods, shall be subject to just one Occurrence Limit of Coverage. Nothing contained herein shall operate to increase the Authority's limit of liability under this Memorandum. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 11 SECTION V - COVERAGE PERIOD AND TERRITORY This agreement applies to Bodily Injury, Non-Employment Sexual Abuse, Property Damage, Personal Injury, or Public Officials Errors and Omissions that occurs anywhere in the world during the Coverage Period identified in the applicable Declaration or certificate of coverage. SECTION VI - EXCLUSIONS This agreement does not apply to: 1. With respect to Pollution: (a) Any liability arising out of the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, or escape of Pollutants anywhere in the world. (b) Any loss, cost or expense arising out of any governmental direction or request that the Authority, the Covered Party or any other person or organization test for, monitor, clean-up, remove, contain, treat, detoxify, neutralize, or assess the effects of Pollutants; or (c) Any loss, cost, or expense, including but not limited to costs of investigation or attorneys’ fees, incurred by a governmental unit or any other person or organization to test for, monitor, clean-up, remove, contain, treat, detoxify, or neutralize Pollutants. However, this exclusion shall not apply to Bodily Injury or Property Damage caused by a Covered Party’s response to contamination caused by a third party unrelated to a Covered Party. Response includes clean up, removal, containment, treatment, detoxification, and neutralization of Pollutants. In addition this exclusion does not apply to direct and immediate Bodily Injury or Property Damage arising out of operations involving the use, application, or spraying of any pesticide 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 behalf of the Covered Party, are performing operations if the operation(s) performed meet all standards of any statute, ordinance, regulation, or license requirement of any federal, state, or local government which apply to those operations. (d) The exclusions set forth in (a), (b), or (c) above do not apply if said discharge, dispersal, release, or escape of Pollutants meets all of the following conditions: i. It was accidental and neither expected nor intended by the Covered Party; and ii. It was demonstrable as having commenced on a specific date during the term of this memorandum; and iii. Its commencement became known to the Member within seven (7) calendar Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 12 days; and iv. Its commencement was reported in writing to the Authority within forty (40) calendar days of becoming known to the Member; and v. Reasonable effort was expended by the Member to terminate the discharge, dispersal, release, or escape of Pollutants as soon as conditions permitted. (e) The exclusions set forth in (a), (b), or (c) above do not apply if said discharge, dispersal, release, or escape arises from materials being collected as part of any drop off or curbside recycling program implemented and operated by the Covered Party, unless the materials have been stored by the Covered Party or parties for a continuous period exceeding ninety (90) days. (f) Nothing contained in this agreement shall operate to provide any coverage with respect to: i. Any site or location principally used by the Covered Party, or by others in the Covered Party’s behalf, for the handling, storage, disposal, dumping, processing, or treatment of waste material; except as provided in Section VI, paragraph 1, subparagraph (e) ii. Any fines or penalties; iii. Any clean-up costs ordered by the Superfund Program, or any federal, state, or local governmental authority. However, this specific exclusion (c) shall not serve to deny coverage for third party clean-up costs otherwise covered by this endorsement simply because of the involvement of a governmental authority; iv. Acid rain; or v. Clean-up, removal, containment, treatment, detoxification, or neutralization of Pollutants situated on premises the Covered Party owns, rents, or occupies at the time of the actual discharge, dispersal, seepage, migration, release, or escape of said Pollutants. 2. Claims, including attorney's fees or salary or wage loss claims, by any potential, present, or former employee or official of the Covered Party, arising out of, but not limited to, a violation of civil rights or employment-related practices, policies, acts, or omissions, including termination, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, or discrimination directed at that person. This exclusion extends to claims of the spouse, child, unborn child or fetus, parent, brother, or sister of that person as a consequence of injury to the person at whom any of the employment-related practices, policies, acts, or omissions described above are directed. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 13 3. Bodily Injury to: (a) An employee of the Covered Party arising out of and in the course of: i. Employment by the Covered Party; or ii. Performing duties related to the conduct of the Covered Party's business; or (b) The spouse, child, unborn child or fetus, parent, brother, or sister of the employee as a consequence of paragraph (1) above. This exclusion applies to any obligation to share Damages with or repay someone else who must pay Damages because of the injury. However, this exclusion does not apply to liability assumed under contract. 4. Any obligation under any workers' compensation, unemployment compensation, or disability benefits law or any similar law. These exclusions 2, 3, and 4 apply whether the Covered Party may be liable as an employer or in any other capacity. 5. Claims arising out of ownership, maintenance, management, supervision, or the condition of any hospital. 6. Claims because of Bodily Injury, Non-Employment Sexual Abuse, Personal Injury, or Property Damage arising out of ownership, maintenance, management, supervision, or the condition of any airport, including but not limited to liability arising out of ownership, operation, maintenance, or entrustment of Automobiles while used in airport operations. 7. Claims arising out of any Medical Malpractice: (a) Committed by a doctor, osteopath, chiropractor, dentist, or veterinarian; or (b) Committed by any health care provider, as defined in Business & Professions Code Section 6146(c)(2), working for any hospital or hospital operated out-patient, in-patient, or other clinic at the time of the occurrence giving rise to the loss. 8. Claims arising out of the hazardous properties of Nuclear Material. 9. Claims arising out of: (a) Land use regulations or planning policies, annexation, eminent domain by whatever name called, no matter how or under what theory such claims are alleged. Notwithstanding this exclusion, coverage under this Memorandum is provided, in excess of the $1,000,000 Covered Party’s Retained Limit first paid and any commercial insurance coverage available to the Covered Party not purchased by the Authority and intended to apply in excess of CARMA’s self-insurance, for any Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 14 claims or suits alleging Property Damage due to inverse condemnation as a result of any of the following: weather acting upon or with the Covered Party’s property or equipment; accidental failure of the Covered Party’s property or equipment; negligent design, maintenance of, or inadequate design of a public work or public improvement. (b) The initiative process, whether or not liability accrues directly against any Covered Party by reason of any agreement which a Covered Party has entered. 10. Property Damage to: (a) Property owned by the Covered Party; (b) Property rented to or leased by the Covered Party where it has assumed liability for damage to or destruction of such property, unless the Covered Party would have been liable in the absence of such assumption of liability; and (c) Aircraft, Unmanned Aircraft or watercraft in the Covered Party's care, custody, or control. 11. Claims arising out of the ownership, operation, use, maintenance, or entrustment to others of: (a) any Aircraft or (b) any Unmanned Aircraft or (c) any watercraft being used for commercial purposes. Ownership, operation, use, or maintenance as used herein does not include static displays of aircraft in a park or museum setting. “This exclusion does not apply to claims arising out of the ownership, operation, use, maintenance or entrustment to others of any Unmanned Aircraft that is a small unmanned aircraft system owned or operated by or rented to or loaned by or on behalf of any Member of the Authority or Entity if operated in accordance with all federal, state, and local laws, rules and regulations, including but not limited to Federal Aviation Administration (FAA) Rules and Regulations for a small unmanned aircraft system detailed in part 107 of Title 14 of the Code of Federal Regulations and if the Governing Body of the Member of the Authority or Entity before use has approved use of small unmanned aircraft systems.” 12. Claims arising out of the failure to supply or provide an adequate supply of gas, water, electricity, or sewage capacity when such failure is a result of the inadequacy of the Covered Party's facilities to supply or produce sufficient gas, water, electricity, or sewage capacity to meet the demand. This exclusion does not apply if the failure to supply results from direct and immediate accidental injury to tangible property owned or used by any Covered Party to procure, produce, process, or transmit the gas, water, electricity, or sewage. 13. Claims arising out of the ownership, maintenance, or use of any trampoline or any other rebound tumbling device. 14. Claims arising out of a Covered Party's sponsored or controlled skateboard activities or Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 15 facilities unless those activities or facilities are covered by the Member joint powers authority. 15. Claims arising out of bungee jumping or propelling activities sponsored or controlled by the Covered Party. 16. Claims arising out of a failure to perform or breach of a contractual obligation. 17. Claims arising out of liability assumed under any contract or agreement, except liability that would be imposed by law in the absence of the contract or agreement, or when such assumption is the subject of a duly issued Certificate of Additional Covered Party; but such assumption is covered only up to the Limit of Coverage stated in the certificate. This exclusion does not apply to liability assumed in a contract or agreement that is a Covered Indemnity Contract, provided the Bodily Injury or Property Damage occurs subsequent to the execution of the contract or agreement. 18. Fines, assessments, penalties, restitution, disgorgement, exemplary or punitive Damages. This exclusion applies whether the fine, assessment, penalty, restitution, disgorgement, exemplary or punitive damage is awarded by a court or by an administrative or regulatory agency. Restitution and disgorgement as used herein refer to the order of a court or administrative agency for the return of a specific item of property or a specific sum of money, because such item of property or sum of money was not lawfully or rightfully acquired by the Covered Party. 19. Ultimate Net Loss arising out of relief, or redress, in any form other than money Damages. 20. Claims arising out of the manufacture of, mining of, use of, sale of, installation of, removal of, distribution of or exposure to radon, asbestos, asbestos products, asbestos fibers, asbestos dust, or other asbestos containing materials, or: (a) Any obligation of the Covered Party to indemnify any party because of such claims, or (b) Any obligation to defend any suit or claims against the Covered Party because of such claims. 21. Claims for injury or Damages caused by intentional conduct done by the Covered Party with willful and conscious disregard of the rights or safety of others, or with malice. However, as to any other Covered Party that did not authorize, ratify, participate in, consent to, or have knowledge of such conduct by its past or present employee, elected or appointed official, or volunteer, and where the claim against that Covered Party is based solely on its vicarious liability arising from its relationship with such employee, official, or volunteer, this exclusion does not apply to said Covered Party. 22. Claims arising out of partial or complete structural failure of a Dam. 23. Claims by any Covered Party against its own past or present elected or appointed officials, employees, volunteers, or additional covered parties where such claim seeks Damages Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 16 payable to the Covered Party. 24. Claims arising out of oral or written publication of material, if done by or at the direction of the Covered Party with knowledge of its falsity. 25. Claims arising out of liability imposed on any Covered Party under any uninsured/underinsured motorist law or Automobile no-fault law. 26. The cost of providing reasonable accommodation pursuant to the Americans with Disabilities Act, Fair Employment and Housing Act, or similar law. 27. Refund or restitution of taxes, fees, or assessments. 28. Claims for refund, reimbursement, or repayment of any monies to which a Covered Party was not legally entitled. 29. Claims arising in whole or in part out of the violation of a statute, ordinance, order, or decree of any court or other judicial or administrative body, or rule of law, committed by or with the knowledge or consent of the Covered Party. 30. Claims arising out of estimates of probable cost or cost estimates being exceeded or faulty preparation of bid specifications or plans including architectural plans unless prepared by a qualified, licensed and/or registered engineer or architect who is the appointed City Engineer or an employee of the Covered Party. 31. Under Public Officials Errors and Omissions Coverage: (a) Bodily Injury, Non-Employment Sexual Abuse, Personal Injury, or physical injury to tangible property, including all resulting loss of use of that property. (b) Benefits payable under any employee benefit plan. 32. Claims arising out of Cyber Liability. “Notwithstanding this exclusion, coverage under this Memorandum is provided, in excess of the $1,000,000 Covered Party’s Retained Limit and any other available insurance first paid, for Damages and Defense Costs of up to $1,000,000 per Occurrence and subject to an aggregate limit of $4,000,000 per member.” 33. Claims arising out of, resulting as a consequence of, or related to: 1. Silica; 2. Mold; and/or 3. Fungus; whether or not there is another cause of loss which may have contributed concurrently or in sequence to a loss. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 17 SECTION VII - CONDITIONS 1. Covered Party's Duties in the Event of Occurrence, Claim, or Suit The following provisions are conditions precedent to being afforded coverage under this Memorandum. The Covered Party’s failure to comply with any of these provisions shall void the coverage provided herein, unless otherwise specifically stated. (a) Notice Conditions From the time when any of the following occurs the Covered Party shall notify the Authority within 30 days: 1.Establishment of a reserve on any claim or suit (including multiple claims or suits arising out of one Occurrence), amounting to at least fifty percent of the Retained Limit; 2. For any claim or case alleging a violation/denial of civil rights under the color of law including, but not limited to, Title 42 USC §1983, California Civil Code §52.1, California Civil Code §51.7, negligence, battery, assault, and, wrongful arrest: i. Any claim or case where a Complaint has not yet been served and the combined total of paid and reserved amounts reaches twenty- five percent of the Retained Limit; or ii. Any claim or case in which a Complaint has been filed and served on a Covered Party. 3.Regardless of service or reserve, any claim involving any: i. Fatality, ii. Amputation, iii. Loss of use of any sensory organ, iv. Spinal cord injuries (quadriplegia or paraplegia), v. Third degree burns involving ten percent or more of the body, vi. Facial disfigurement, vii. Paralysis, viii. Closed head injuries, x. Loss of use of any body function, or xi. Hospitalization for at least 30 consecutive days when know by the Member entity. xii. Non-Employment Sexual Abuse conduct If the Covered Party fails to comply with any of these notice conditions and the Authority’s Board of Directors find by a majority vote that the delay was unreasonable, the Authority shall limit the coverage provided herein, as follows: i. If notice is given to the Authority within 180 days after the date on which it should have been given, any Ultimate Net Loss that would have been owing to the Covered Party, if notice had been timely given to the Authority, shall Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 18 be reduced by twenty-five percent (25%). ii. If notice is given to the Authority between 181 days and 365 days after the date on which it should have been given, any Ultimate Net Loss that would have been owing to the Covered Party, if notice had been timely given to the Authority, shall be reduced by fifty percent (50%). iii. If notice is given to the Authority between 366 days and 730 days after the date on which it should have been given, any Ultimate Net Loss that would have been owing to the Covered Party, if notice had been timely given to the Authority, shall be reduced by seventy-five percent (75%). iv. If notice is given to the Authority over 730 days after the date on which is should have been given, the Authority shall deny any coverage and shall pay no Ultimate Net Loss. In determining whether or not the delay was unreasonable, the Authority’s Board of Directors shall consider all facts and circumstances that caused the delay. Prejudice to the Authority is a factor but is neither conclusive nor required. 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 and addresses of the Covered Party and of available witnesses, shall be given to the Authority or any of its authorized agents as soon as possible. (b) If a claim is made or suit is brought against the Covered Party and such claim or suit falls within the descriptions in paragraph (a) above, the Covered Party shall be obligated to forward to the Authority every demand, notice, summons, or other process received by it or its representative. (c) The Covered Party shall cooperate with the Authority 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 Bodily Injury, Non-Employment Sexual Abuse, Personal Injury, Property Damage, or Public Officials Errors and Omissions with respect to which coverage is afforded under this agreement; and the Covered Party shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Covered Party shall not, except at its own cost, voluntarily make any payment, assume any obligation, or incur any expense toward the settlement of any claim for which the Authority has accepted responsibility and has so notified the Covered Party. (d) As to any claim for which the Authority has accepted responsibility and has so notified the Covered Party, if the Covered Party prevents settlement of the claim for a reasonable amount, defined as the amount the Authority is willing to pay and the claimant is willing to accept, and increases the Covered Party’s potential liability for Damages and continued Defense Costs, the Covered Party shall pay or Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 19 shall reimburse the Authority for those Defense Costs incurred after the claim could have been settled, and for any Damages awarded or settlement agreed upon in excess of the amount for which the claim could have been settled. (e) The Authority shall be entitled to complete access of the Covered Party's claim file, the defense attorney's complete file, and all investigation material and reports, including all evaluations and information on negotiations. The Covered Party shall be responsible to report on the progress of the litigation and any significant developments at least quarterly to the Authority, and to provide the Authority with simultaneous copies of all correspondence provided to the Covered Party by its defense attorneys and/or agents. 2. Bankruptcy or Insolvency Bankruptcy or insolvency of the Covered Party shall not relieve the Authority of any of its obligations hereunder. 3. Other Coverage (a) Except as provided in 3(b), in order for coverage herein to apply, the Covered Party must pay the full amount of its Retained Limit. Payment of the Retained Limit by the Covered Party is required in addition to, and regardless of, any payment or payments from any other source for or on behalf of that Covered Party. If insurance or any other coverage with any insurer, joint powers authority or other source is available to the Covered Party covering a loss also covered hereunder (whether on a primary, excess or contingent basis), the coverage hereunder shall be in excess of, and shall not contribute with, such other insurance or coverage. This coverage shall be in excess of, and shall not contribute with, any insurance or coverage which names a Covered Party herein as an additional Covered Party or additional insured party, where coverage is extended to a loss also covered hereunder. (b) Commercial coverage purchased directly by a Covered Party for the sole purpose of insuring all or a portion of its Retained Limit may be utilized to pay all, or a portion of, a Covered Party’s Retained Limit. 4. Severability of Interests The term Covered Party is used severally and not collectively, but the inclusion herein of more than one Covered Party shall not operate to increase the limits of the Authority's liability or the Retained Limit applicable per Occurrence. 5. Accumulation of Limits A claim which contains allegations extending to a duration of more than one Coverage Period shall be treated as a single Occurrence arising during the first Coverage Period when the Occurrence begins. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 20 6. Termination This agreement may be terminated at any time in accordance with the Bylaws of the Authority. 7. Changes Notice to any agent or knowledge possessed by any agent of the Authority or by any other person shall not affect a waiver or a change in any part of this Memorandum of Coverage, nor shall the terms of this Memorandum of Coverage be waived or changed, except by endorsement issued to form a part of this Memorandum of Coverage. 8. Subrogation The Authority shall be subrogated to the extent of any payment hereunder to all the Covered Parties' rights of recovery thereof and the Covered Parties shall do nothing after loss to prejudice such right and shall do everything necessary to secure such right. Any amounts so recovered shall be apportioned as follows: (a) The highest layer of coverage shall be reimbursed first and if there are sufficient recoveries then the next highest layer shall be reimbursed until all recoveries are used up. (b) The expenses of all such recovery proceedings shall be paid before any reimbursements are made. If there is no recovery in the proceedings conducted by the Authority, it shall bear the expenses thereof. 9. Coverage Dispute Resolution Procedures Decisions by the Authority whether to assume control of the negotiation, investigation, defense, appeal, or settlement of a claim, or whether or not coverage exists for a particular claim or part of a claim shall be made by the Board of Directors of the Authority (Board). An appeal to the Board from a coverage decision must be made in writing to the Authority by the Covered Party within sixty (60) days of receipt of such decision. The Board will take action on any such written appeal within sixty (60) days after its receipt or at the next scheduled Board meeting following receipt, whichever is later. The action taken by the Board will include written notice to the Covered Party of the Board’s final decision. After exhausting its right to appeal, the Covered Party may pursue binding arbitration against the Authority or, alternatively, may file an action for Declaratory Relief to resolve the coverage dispute. The Covered Party shall provide prompt written notice to the Board as to which approach the Covered Party will take. If Declaratory Relief is the approach elected, such action shall be filed in the Superior Court within 90 days of the Covered Party’s receipt of the Board’s final decision and any unexpired statute of limitations shall be tolled until expiration of that 90-day period. If the Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F CARMA 2024-GLPage 21 Declaratory Relief Action is not thereafter filed in the Superior Court within the time limitations of this paragraph, notwithstanding any statute of limitations provided in the California Code of Civil Procedure or otherwise, the Covered Party shall be deemed to have waived and be barred from pursuing any further relief, adjudication, action, arbitration or appeal regarding the coverage dispute. The Declaratory Relief Action shall be limited to seeking a judicial interpretation of this Memorandum, and, as appropriate, determination and declaration of the amount, if any, to be paid by the Authority for Ultimate Net Loss under this Memorandum. No other legal theories or causes of action relating to or arising out of the coverage dispute shall be allowed, and any such other legal theories or causes of action are expressly waived. Neither the Authority or the Covered Party shall be entitled to a trial by jury nor shall either be entitled to any Damages or relief other than as provided in this paragraph. The Declaratory Relief action shall be subject to appeal before an appellate court as provided by California Law. If the Authority and the Covered Party agree in writing, then the coverage dispute shall be resolved by binding arbitration. In that event both the Authority and the Covered Party agree that each shall be deemed to have waived any right to pursue any adjudication or relief as to the coverage dispute in any other forum and the arbitrator’s decision shall be final and binding, and shall not be subject to appeal except as provided for in California Code of Civil Procedure sections 1286.2 and 1286.6. The Arbitration shall be conducted pursuant to the California Code of Civil Procedure including sections 1283.05 relating to depositions and discovery. It shall be conducted by a single neutral arbitrator having at least ten years of prior experience arbitrating group self-insured risk pooling disputes under California Law. No arbitrator shall be employed or affiliated with the Authority, Covered Party or any of their attorneys. Selection of the arbitrator shall take place within (30) calendar days from the receipt of the request for arbitration by mutual agreement of the Authority and Covered Party. If not agreed within (30) days, an immediate petition to the Superior Court for appointment of a neutral arbitrator having the above reference qualifications shall be filed by the Authority. The arbitration hearing shall commence within (60) calendar days from the date of the mutual selection or court appointment of the arbitrator. Each party shall bear equally the cost of the selected or appointed arbitrator. In addition, each party shall be responsible for its own costs and expenses of arbitration. Except for notification of appointment and as provided for in the California Code of Civil Procedure, there shall be no communication between the “parties” or their attorneys with the arbitrator relating to the subject of the arbitration other than at oral hearings in the presence of all parties and their attorneys. If any coverage dispute results in a settlement, or in a judgment or arbitration award, the amount paid by the Authority shall be the Ultimate Net Loss under this Memorandum, and shall be considered and treated as any other payment of Ultimate Net Loss by the Authority as if there had been no coverage dispute. Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F Endorsement #1 (7/1/2024) CALIFORNIA AFFILIATED RISK MANAGEMENT AUTHORITIES (CARMA) MEMORANDUM OF COVERAGE LIABILITY COVERAGE ENDORSEMENT #1 It is understood that the Named Covered Party of the Declarations is completed as follows: California Affiliated Risk Management Authorities Bay Cities Joint Powers Insurance Authority Central San Joaquin Valley Risk Management Authority Monterey Bay Area Self Insurance Authority Municipal Pooling Authority of Northern California Pooled Liability Assurance Network Joint Powers Authority Vector Control Joint Powers Agency and their members participating in their Liability Program Attached to and forming part of Memorandum No. CARMA 2024-GL Effective Date: July 1, 2024 Endorsement No.: 1 AUTHORIZED REPRESENTATIVE Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F Endorsement #2 (7/1/2024) CALIFORNIA AFFILIATED RISK MANAGEMENT AUTHORITIES (CARMA) MEMORANDUM OF COVERAGE LIABILITY COVERAGE ENDORSEMENT #2 Policy Regarding Excess Aggregate Limits The CARMA Memorandum of Coverage provides pooled liability self-insurance coverage subject to per-Occurrence Limits of Liability shown on the Declarations Page(s). CARMA also purchases coverage in excess of the per-Occurrence Limits of Liability. Coverage in excess of the Limit of Liability per Occurrence up to $34,500,000 per Occurrence is provided by commercial carriers as indicated in the appropriate Declarations pages. Certain of those carriers have aggregate limits of coverage applicable to all claims against a Member Agency within the period of time to which this Memorandum applies. It is the intent of CARMA to reinstate any Member Agency’s per-Occurrence limits for the coverage layer in excess of the Limit of Liability per Occurrence up to a Limit of Liability of $34,500,000 per Occurrence in the event of exhaustion of aggregate limits that are not replaced by other excess carriers. Coverage is provided according to the terms, conditions, definitions and exclusions of the excess policy or policies whose limits are being reinstated, which are hereby incorporated by reference, and coverage will apply only if coverage would have been provided by the excess carrier(s) but for the exhaustion of their aggregate limit(s). Attached to and forming part of Memorandum No. CARMA 2024-GL Effective Date: July 1, 2024 Endorsement No.: 2 AUTHORIZED REPRESENTATIVE Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F Resolution No. 2025-22 EVDS Maintenance Agreement City Council Regular Meeting | June 2, 2025 Page 3 of 3 CERTIFICATE OF THE CLERK I, BRYCE ATKINS, Acting City Clerk of the City of Gilroy, do hereby certify that the attached Resolution No. 2025-22 is an original resolution, or true and correct copy of a City Resolution, duly adopted by the Council of the City of Gilroy at a Regular Meeting of said Council held on Monday, June 2, 2025, with a quorum present. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of the City of Gilroy this June 10, 2025. ____________________________________ Bryce Atkins Acting City Clerk of the City of Gilroy Docusign Envelope ID: E1371079-DE06-4446-B620-DCC1F865063F