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2022/23 Cyber Liability Program - Houston Casualty Co - Excess PolicyIN TOKIO MARI NE HCC HOUSTON CASUALTY COMPANY ADMINISTRATIVE OFFICES: 13403 NORTHWEST FREEWAY, HOUSTON, TEXAS 77040 FOLLOW FORM EXCESS LIABILITY INSURANCE DECLARATIONS (CLAIMS MADE AND REPORTED POLICY) 1. Named Insured: 2. Address: 3. Policy Number: 4. Policy Period: 5. Retroactive Date 6. Premium: 7. Limit of Liability: California Joint Powers Insurance Authority 8081 Moody St La Palma, CA 90623 I:f►�►�y:��►�irt[c�iI�':Z-�Ti -�F1[.�i��I�ri�l Effective Date: 07/01/2022 to Expiration Date: 07/01/2023 (12:01 a.m. Local Time at the Address of the Named Insured stated in Item 2 above) Follow Form $360,000.00 See Schedule A - Schedule of Limits 8. Underlying Insurance: See Schedule B - Schedule of Underlying Insurance 9. Notification under the Policy: Report any claim to: Tokio Marine HCC — Cyber & Professional Lines Group Claims Department 16501 Ventura Blvd., Suite 200 Encino, CA 91436 Claims Telephone Number: 888-627-8995 Claims Email Address: submitclaims(@tmhcc.com Report any change in the Underlying Insurance to the Underwriter at: Tokio Marine HCC — Cyber & Professional Lines Group Underwriting Department 16501 Ventura Blvd., Suite 200 Encino, CA 91436 Telephone Number: (818) 382-2030 A member of the Tokio Marine HCC Group of companies EXS 1000DEC (1.2020) Page 1 of 2 IN TOKIO MARI NE HCC HOUSTON CASUALTY COMPANY ADMINISTRATIVE OFFICES: 13403 NORTHWEST FREEWAY, HOUSTON, TEXAS 77040 FOLLOW FORM EXCESS LIABILITY INSURANCE DECLARATIONS (CLAIMS MADE AND REPORTED POLICY) Schedule of Endorsements It is hereby agreed that the following endorsements are attached to and are made a part of this Policy at the time of issue: 1 EXS 1030 Service of Suit 2 EXS 1025 Prior Knowledge Exclusion 3 EXS 1028 Nuclear Incident Exclusion 4 EXS 1029 Office of Foreign Assets Control (OFAC) A member of the Tokio Marine HCC Group of companies EXS 1000DEC (1.2020) Page 2 of 2 Follow Form Excess Liability Insurance COVERAGE UNDER THIS POLICY IS WRITTEN ON A CLAIMS MADE AND -REPORTED BASIS, MEANING COVERAGE APPLIES ONLY TO CLAIMS FIRST MADE AGAINST AN INSURED DURING THE POLICY PERIOD OR ANY EXTENDED REPORTING PERIOD, IF APPLICABLE, AND REPORTED TO THE COMPANY PURSUANT TO THE TERMS AND CONDITIONS OF THIS POLICY. PLEASE REVIEW THIS POLICY CAREFULLY WITH YOUR INSURANCE BROKER OR ADVISOR. In consideration of the payment of the premium, in reliance upon all statements made and information furnished in the Application provided to the Company and to the Underlying Insurer(s), which is deemed attached hereto and made a part of this Policy, and subject to all terms, conditions, limitations, exclusions and endorsements of this Policy, the Company agrees with the Named Insured as follows: INSURING AGREEMENT The Company will provide the Insured with insurance coverage excess of the Underlying Insurance for claims first made against an Insured and reported to the Company and the Underlying Insurer(s), in writing, during the Policy Period or any Extended Reporting Period, if applicable; provided that the actual or alleged events, acts, errors or omissions giving rise to such claim take place on or after the Retroactive Date set forth in the Declarations. Coverage under this Policy will apply only after all of the Underlying Insurance has been exhausted by the actual payment of loss, including defense expenses, by the Underlying Insurer(s). Except as otherwise provided herein, coverage under this Policy will apply in conformance with the terms, warranties, definitions, exclusions, limitations, conditions and other provisions of the Primary Policy, and in no event will coverage under this Policy be broader than the coverage under the Primary Policy. DEFINITIONS As used in this Policy: (A) "Application" means all applications and/or proposals, including any attachments thereto, and all other information and materials submitted by or on behalf of any Insured in connection with the underwriting of the Underlying Insurance and this Policy, or any other policy or policies of which the Underlying Insurance or this Policy is an indirect or direct renewal or replacement. (B) "Insured" means the Named Insured and those individuals or organizations qualifying as Insureds under the Primary Policy. (C) "Named Insured" means the individual or organization designated as such in the Declarations of this Policy. (D) "Policy Period" means the period of time designated in the Declarations of this Policy or any shorter period resulting from Policy cancellation or modification. (E) "Primary Policy" means the policy designated as such on Schedule B — Schedule of Underlying Insurance. (F) "Underlying Insurance" means any policy(ies), including the Primary Policy, designated on Schedule B — Schedule of Underlying Insurance. (G) "Underlying Insurer(s)" means those companies that underwrote the policies of Underlying Insurance. EXS 1000 (1.2020) Page 1 of 3 III. LIMIT OF LIABILITY (A) The Company's Limit of Liability, as set forth in Schedule A — Schedule of Limits, is the maximum the Company will pay under this Policy. Defense expenses are part of and not in addition to the Limit of Liability. The payment of defense expenses will reduce and may completely exhaust the Limit of Liability. (B) The Company will not be obligated to pay any loss, or defend any suit, after the Limit of Liability set forth in Schedule A — Schedule of Limits has been exhausted by payment of loss, including defense expenses, or any combination thereof. (C) The Company's liability under this Policy will attach only in the event of exhaustion of the limit(s) of liability of the Underlying Insurance solely as the result of actual payment of loss, including defense expenses, covered thereunder. In the event of exhaustion of the limit(s) of liability of the Underlying Insurance, this Policy will continue in force as primary insurance excess of the self -insured retention or deductible in the Primary Policy, and such self -insured retention or deductible will be applied to any subsequent loss, including defense expenses, as specified in the Primary Policy. (D) This Policy will drop down in the event of exhaustion of the Underlying Insurance, including any sublimit thereof, by the actual payment of loss, including defense expenses. This Policy will not drop down for any other reason including, but not limited to, the inability or refusal of any Underlying Insurer to pay, the cancellation of any Underlying Insurance or uncollectibility, in whole or in part, of any Underlying Insurance. The risk of uncollectibility of any Underlying Insurance, whether due to financial impairment or insolvency of the Underlying Insurer(s) or for any other reason, is expressly retained by the Insured, and the Company does not in any way assume that risk. IV. CONDITIONS (A) Maintenance of Underlying Insurance The Underlying Insurance must be maintained in full force and effect throughout the Policy Period and the Extended Reporting Period, if applicable, except for any exhaustion of the limit(s) of liability of Underlying Insurance by payment of loss, including defense expenses, covered thereunder. If, for any reason, the Underlying Insurance is not maintained in full force and effect, the Insured will be deemed to be self -insured for that amount of the limit(s) of liability of such Underlying Insurance. The Named Insured must immediately notify the Company in writing, at the address designated in the Declarations of this Policy, of any change in the Underlying Insurance. This Policy will not apply in the event of any change not reported to and approved by the Company. The Named Insured must furnish the Company with copy(ies) of the policy changes. If there is an increase in risk or premium for the Primary Policy, then the premium for this Policy may be adjusted. (B) Notice of Claim Where notice is permitted or required by the Primary Policy, the Insured has the same rights and obligations to notify the Company under this Policy, except that such notice shall be given to the Company in writing at the address designated in the Declarations of this Policy. Notice to any other insurer shall not constitute notice to the Company unless also given to the Company as provided herein. EXS 1000 (1.2020) Page 2 of 3 (C) Claim Participation (1) The Company shall have the right, but not the duty, to associate with the Insured in the defense, investigation and/or settlement of any claim, even if the Underlying Insurance has not been exhausted. The Insured shall give the Company full cooperation and such information as it may reasonably require. The failure of the Company to exercise any right under this Section IV.(C) at any point in a claim shall not act as a waiver or limit the right of the Company in any manner to exercise such right at any other point in that claim. (2) As a condition precedent to every Insured's rights under this Policy, every Insured agrees not to settle or offer to settle any claim or otherwise assume any contractual obligation or admit any liability with respect to any claim without the prior written consent of the Company. Every Insured must take all reasonable action, within its ability, to prevent and/or mitigate any claim to which this Policy applies and agrees that it shall not take any action which in any way increases the Company's exposure under this Policy. (D) Change This Policy contains all of the agreements concerning the insurance provided. The Named Insured is authorized to make changes in the terms of this Policy with the Company's consent. The Policy terms may be amended or waived only by endorsement issued by the Company and made a part of this Policy. EXS 1000 (1.2020) Page 3 of 3 Follow Form Excess Liability Insurance Schedule A - Schedule of Limits Limit of Liability Excess over $5,000,000 Aggregate $5,000,000 Aggregate The Limit of Liability shown above includes the following Sublimit(s) of Liability (if any): Primary Policy Coverage Sublimit of Liability Per member limits and sub -limits from Great Per member limits and sub -limits are not American Fidelity Insurance Company Policy increased with this insurance policy. This policy CYP E859556-00 not to exceed $1,000,000 per is triggered with the exhaustion of the underlying member. aggregate insurance. EXS Schedule A (1.2020) Page 1 of 1 Follow Form Excess Liability Insurance Schedule B - Schedule of Underlying Insurance Underlying Insurer Limit of Liability Policy Number Primary Policy Great American Fidelity $1,000,000 Per Member / CYP E85955-00 Insurance Company $5,000,000 Aggregate EXS Schedule B (1.2020) Page 1 of 1 Houston Casualty Company Houston, TX End. Effective Date Named Insured Policy Number Endorsement California Joint Powers Insurance 07/01/2022 H22CXS20773-00 1 Authority This insurance is issued pursuant to the California Insurance Code, Sections 1760 through 1780, and is placed in an insurer or insurers not holding a Certificate of Authority from or regulated by the California Insurance Commissioner. FOLLOW FORM EXCESS LIABILITY INSURANCE ENDORSEMENT SERVICE OF SUIT This applies in jurisdictions where the Company is not an admitted insurer. It is hereby understood and agreed that in the event of the Company's failure to pay the amount claimed to be due hereunder, the Company, at the request of an Named Insured, will submit to the jurisdiction of a Court of competent jurisdiction within the United States and will comply with all requirements necessary to give such Court jurisdiction and all matters regarding Service of Suit shall be determined in accordance with the law and practice of such Court. Nothing in this Endorsement constitutes or should constitute a waiver of the Company's rights to commence an action in any Court of competent jurisdiction in the United States; to remove an action to a United States District Court; to seek a transfer of a case to another Court as permitted by the laws of the United States or any State in the United States; or to appeal any judgment or ruling. It is further understood and agreed that, pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of any Named Insured or any beneficiary hereunder arising out of this Policy of insurance, and hereby designates the President of the Houston Casualty Company in care of the General Counsel, at 13403 Northwest Freeway, Houston, TX, 77040, as the person to whom the said officer is authorized to mail such process or true copy thereof. It is further understood and agreed that service of process in such suit may be made upon NATIONAL REGISTERED AGENTS, INC., 2875 Michelle Drive, Suite 100, Irvine, CA 92606, and that in any suit instituted against any one of them upon this contract, the Company will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. B- -Authonzed Repses enratn7e EXS 1030 Page 1 of 2 Houston Casualty Company Houston, TX End. Effective Date Named Insured Policy Number Endorsement California Joint Powers Insurance 07/01/2022 H22CXS20773-00 1 Authority All other terms and conditions of this Policy remain unchanged. By- -Authonzed Repses enratn7e EXS 1030 Page 2 of 2 Houston Casualty Company Houston, TX End. Effective Date Named Insured Policy Number Endorsement California Joint Powers Insurance 07/01/2022 H22CXS20773-00 2 Authority This insurance is issued pursuant to the California Insurance Code, Sections 1760 through 1780, and is placed in an insurer or insurers not holding a Certificate of Authority from or regulated by the California Insurance Commissioner. FOLLOW FORM EXCESS LIABILITY INSURANCE ENDORSEMENT PRIOR KNOWLEDGE EXCLUSION In consideration of the premium charged, it is understood and agreed that this Policy does not apply to any claim or loss resulting from, based upon, arising out of or in any way involving any circumstance, dispute, situation, incident, act, error or omission of which any Insured had knowledge prior to the Knowledge Date set forth below, including any prior claim or possible claim referenced in the application for this Policy. Knowledge Date: 07/01 /2022 All other terms and conditions of this Policy remain unchanged. Authorized Reptesentatn-e EXS 1025 Page 1 of 1 Houston Casualty Company Houston, TX End. Effective Date Named Insured Policy Number Endorsement California Joint Powers Insurance 07/01/2022 H22CXS20773-00 3 Authority This insurance is issued pursuant to the California Insurance Code, Sections 1760 through 1780, and is placed in an insurer or insurers not holding a Certificate of Authority from or regulated by the California Insurance Commissioner. FOLLOW FORM EXCESS LIABILITY INSURANCE ENDORSEMENT NUCLEAR INCIDENT EXCLUSION In consideration of the premium charged, it is understood and agreed that this Policy does not apply to any claim or loss resulting from, based upon, arising out of or in any way involving any injury, sickness, disease, death or destruction, including all forms of radioactive contamination of property: (a) with respect to which any Insured is also insured under a nuclear energy liability policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for exhaustion of its limit of liability; (b) resulting from the Hazardous Properties of Nuclear Material and with respect to which: (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, as amended, or any regulations promulgated thereunder; (2) any Insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; or (c) resulting from the Hazardous Properties of Nuclear Material, if: (1) the Nuclear Material is at any Nuclear Facility owned by, or operated by or on behalf of, an Insured or has been discharged or dispersed therefrom; (2) the Nuclear Material is contained in Spent Fuel or Waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an Insured; or (3) the injury, sickness, disease, death or destruction arises out of the furnishing by an Insured of services, materials, parts or equipment in connection with the planning, construction maintenance, operation or use of any Nuclear Facility; provided, however, if such facility is located within the United States of America, its territories -Authonzed l pses enratn7e EXS 1028 Page 1 of 2 Houston Casualty Company Houston, TX End. Effective Date Named Insured Policy Number Endorsement California Joint Powers Insurance 07/01/2022 H22CXS20773-00 3 Authority or possessions or Canada, this Exclusion (c)(3) applies only to injury to or destruction of property at such Nuclear Facility. As used in this Endorsement: 1. "Hazardous Properties" means radioactive, toxic or explosive properties. 2. "Nuclear Facility" means: (a) any Nuclear Reactor; (b) any equipment or device designed or used for separating the isotopes of uranium or plutonium, processing or utilizing Spent Fuel, or handling, processing or packaging Waste; (c) any equipment or device used for the processing, fabricating or alloying of Special Nuclear Material if at any time the total amount of such material in the custody of an Insured at the premises where such equipment or device is located consists of or contains more than twenty-five (25) grams of plutonium or uranium 233, or any combination thereof, or more than 250 grams of uranium 235; (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of Waste, and (e) the site on which any of (a) through (d) above is located, all operations conducted on such site and all premises used for such operations. 3. "Nuclear Material" means Source Material, Special Nuclear Material or Byproduct Material. 4. "Nuclear Reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. 5. "Spent Fuel" means any fuel element or fuel component, solid or liquid that has been used or exposed to radiation in a Nuclear Reactor. 6. "Waste" means any waste material containing Byproduct Material and resulting from the operation by any person or organization of any Nuclear Reactor or any equipment or device designed or used for separating the isotopes of uranium or plutonium, processing or utilizing Spent Fuel, or handling, processing or packaging Waste. 7. "Source Material", "Special Nuclear Material" and "Byproduct Material" have the meanings given them in the Atomic Energy Act 1954, or in any law amendatory thereof. All other terms and conditions of this Policy remain unchanged. Aurhonzed Repses enratn7e EXS 1028 Page 2 of 2 Houston Casualty Company Houston, TX End. Effective Date Named Insured Policy Number Endorsement California Joint Powers Insurance 07/01/2022 H22CXS20773-00 4 Authority This insurance is issued pursuant to the California Insurance Code, Sections 1760 through 1780, and is placed in an insurer or insurers not holding a Certificate of Authority from or regulated by the California Insurance Commissioner. FOLLOW FORM EXCESS LIABILITY INSURANCE ENDORSEMENT OFFICE OF FOREIGN ASSETS CONTROL (OFAC) In consideration of the premium charged, it is understood and agreed that Section IV. CONDITIONS of this Policy is amended by the addition of the following condition: Office of Foreign Assets Control Payment under this Policy shall only be made in full compliance with all United States of America economic or trade sanctions, laws or regulations, including, but not limited to, sanctions, laws and regulations administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). All other terms and conditions of this Policy remain unchanged. By- AiAhofized Rep3iesenratn7c- EXS 1029 Page 1 of 1