Texas Association of School Boards Risk Management Fund v. Southwest Texas Junior College

ACCEPTED 04-25-00316-CV FOURTH COURT OF APPEALS SAN ANTONIO, TEXAS 6/23/2025 8:51 AM

NO. 04-25-00316-CV

In the FILED IN Fourth Court of Appeals SAN ANTONIO, TEXAS 4th COURT OF APPEALS

6/23/2025 8:51:41 AM San Antonio, Texas CAITLIN A. MCCAMISH Clerk of Court ______________________________________________

T EXAS A SSOCIATION OF S CHOOL B OARDS R ISK M ANAGEMENT F UND , Appellant, v. SOUTHWEST TEXAS JUNIOR COLLEGE, Appellee. ______________________________________________

Appeal from the 83rd Judicial District Court Val Verde County, Texas, No. 2023-0279-CIV The Honorable Robert E. Cadena, Presiding Judge __________________________________________________________________

BRIEF OF APPELLANT __________________________________________________________________

Jack W. Higdon Texas Bar No. 24007360 jack.higdon@blankrome.com Barry Abrams Texas Bar No. 00822700 barry.abrams@blankrome.com Joshua A. Huber Texas Bar No. 24065457 josh.huber@blankrome.com BLANK ROME LLP 717 Texas Avenue, Suite 1400 Houston, Texas 77002-2727 Telephone: (713) 228-6601 Attorneys for Appellant

ORAL ARGUMENT REQUESTED

IDENTITY OF PARTIES AND COUNSEL

PARTIES TO THE TRIAL COURT’S ORDER: APPELLANT: Texas Association of School Boards Risk Management Fund APPELLEES: Southwest Texas Junior College TRIAL AND APPELLATE COUNSEL: FOR APPELLANTS: Jack W. Higdon (Trial and Appellate) State Bar No. 24007360 jack.higdon@blankrome.com Barry Abrams (Appellate) State Bar No. 00822700 barry.abrams@blankrome.com Joshua A. Huber (Appellate) State Bar No. 24065457 josh.huber@blankrome.com Gregory J. Moore (Trial) State Bar No. 24055999 greg.moore@blankrome.com Christopher W. Caudill (Trial) State Bar No. 24104717 christopher.caudill@blankrome.com BLANK ROME LLP 717 Texas Avenue, Suite 1400 Houston, Texas 77002-2727

Clarissa M. Rodriguez State Bar No. 24056222 cmrodriguez@rampagelaw.com Lori Hanson State Bar No. 21128500 lwhanson@rampagelaw.com Denton Navarro Rodriguez Bernal Santee & Zech, P.C. 2517 N. Main Avenue San Antonio, Texas 78212

i

FOR APPELLEES: Preston J. Dugas III State Bar No. 24050189 pdugas@dcclawfirm.com Vincent P. Circelli State Bar No. 24058804 vcircelli@dcclawfirm.com Andrew D. Spadoni State Bar No. 24109198 aspadoni@dcclawfirm.com DUGAS & CIRCELLI, PLLC 4800 Bryant Irvin Ct., Fort Worth, Texas 76107

ii

TABLE OF CONTENTS

Page IDENTITY OF PARTIES AND COUNSEL ............................................... i

STATEMENT REGARDING ORAL ARGUMENT ................................... 1

ABBREVIATIONS AND RECORD REFERENCES ................................. 2

I. STATEMENT OF THE CASE .......................................................... 3

II. ISSUE PRESENTED ........................................................................ 5 III. STATEMENT OF FACTS ................................................................. 6

A. Governmental Self-Insurance Pools. ....................................... 6

B. The Nature of the Fund ........................................................... 9

C. The Terms of the District’s Self-Insurance Coverage Documents. ............................................................................. 11

D. The College Self-Insurance Claim. ........................................ 13

E. The College Lawsuit Against the Fund and the Trial Court Proceedings. ........................................................ 14

IV. SUMMARY OF THE ARGUMENT ................................................ 17

V. STANDARD OF REVIEW .............................................................. 21 VI. ARGUMENT .................................................................................... 23

A. The Fund is a Governmental Entity with Immunity from Suit. ................................................................................ 23

B. The Legislature Granted a Limited Immunity Waiver for Claims to Enforce Express Contract Terms. ........................ 24

C. The Act Does Not Waive the Fund’s Governmental Immunity from Certain of the College’s Claims. .................. 25

iii

1. No Waiver Exists of the Fund’s Immunity from the College’s Consequential Damages Claims ................... 27

2. No Waiver Exists of the Fund’s Immunity from the College’s Equitable Claims that Express Terms of the Parties’ Written Agreement are Waived, Unconscionable, or Void ............................................... 28

a. Governmental Entities Historically are Immune from Equitable Defenses Such as Waiver and Estoppel ............................................................... 29

b. Zachry Broadly Disapproved the Principle that a Court Should Not “Parse” the Pleadings to Determine Whether Asserted Claims, Damages, and Remedies Fall Within the Scope of Sections 271.152 and 271.153. ........................................... 30

c. No Statutory Waiver of Immunity Exists for “Subordinate” Equitable Issues .......................... 33

d. Hays Street Bridge Restoration Group v. City of San Antonio Does Not Apply to the Version of the Act at Issue and Does Not Establish a Waiver of Immunity for Other Forms of Equitable Relief that the Legislature Did Not Include in the Current Version of the Act .................................. 34

e. Section 271.155 does not grant an immunity waiver for the College’s Equitable Claims ......... 37

f. The College Asserts the Equitable Doctrines of Waiver and Unconscionability Offensively, Not Defensively ........................................................... 38

g. The College Adduced No Jurisdictional Evidence of a Viable Waiver or Unconscionability Claim .................................................................... 40

VII. PRAYER........................................................................................... 42

iv

APPENDIX

App. A - Order Denying the Fund's Jurisdiction Plea (CR1569) App. B - Order Granting the College's MSJ (CR1570) App. C - Property Coverage Documents

App. D - The Local Government Contract Claims Act, Tex. Loc. Gov't Code §§ 271.151, et seq. (excerpts)

App. E - Texas Government Code (excerpts)

App. F - Amended Notice of Non-Suit of Certain Claims with Prejudice

App. G - The Fund's Consent to Lifting of Tex. Civ. Prac. & Rem. Code § 51.014(b) Stay for Limited Purpose

v

TABLE OF AUTHORITIES

Page(s) Cases

Ben Bolt-Palito Blanco Consol. Indep. Sch. Dist. v. Tex. Political Subdivisions Prop./Cas. Joint Self-Ins. Fund, 212 S.W.3d 320 (Tex. 2006) ........................................................... 10, 23

Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547 (Tex. 2000) ............................................................. 22, 27

City of Galveston v. State, 217 S.W.3d 466 (Tex. 2007) ................................................................. 27

City of Houston v. Jackson, 192 S.W.3d 764 (Tex. 2006) ........................................................... 22, 34

City of Houston v. Swinerton Builders, Inc., 233 S.W.3d 4 (Tex. App.—Houston [1st Dist.] 2007, no pet.) ....................................................................................................... 29

City of Mesquite v. PKG Contracting, Inc., 263 S.W.3d 444 (Tex. App.—Dallas 2008, pet. denied) ................. 31, 32

City of S. El Monte v. So. Cal. Joint Powers Ins. Auth., 45 Cal. Rptr. 2d 729 (Cal. Ct. App. 1995) ............................................. 8

City of San Antonio v. Maspero, 640 S.W.3d 523 (Tex. 2022) ................................................................. 23

Coffman v. Scott Wetzel Servs., 908 S.W.2d 516 (Tex. App.—Fort Worth 1995, no writ) ................ 8, 10

DART v. Whitley, 104 S.W.3d 540 (Tex. 2003) ........................................................... 21, 24

Enterprise Leasing Co. of Houston v. HCTRA, 356 S.W.3d 85 (Tex. App.—Houston [1st Dist.] 2011, no pet.) ................................................................................................. 30, 38

vi

In re FirstMerit Bank, N.A., 52 S.W.3d 749 (Tex. 2001) ................................................................... 42

Furmanite Worldwide, Inc. v. NextCorp, Ltd., 339 S.W.3d 326 (Tex. App.—Dallas 2011, no pet.) ............................. 29

H & H Sand & Gravel, Inc. v. City of Corpus Christi, No. 13-06-00677-CV, 2007 Tex. App. LEXIS 8878 (Tex. App.—Corpus Christi Nov. 8, 2007, pet. denied) ......................... 30, 38

Harris County v. Crooker, 112 Tex. 450, 248 S.W. 652 (Tex. 1923) .............................................. 33

Hays Street Bridge Restoration Grp. v. City of San Antonio, 570 S.W.3d 697 (Tex. 2019) ..................................................... 34, 35, 36

Hill v. Tex. Council Risk Mgmt. Fund, 20 S.W.3d 209 (Tex. App.—Texarkana 2000, pet. denied)............. 8, 10

LeBlanc v. Lange, 365 S.W.3d 70 (Tex. App.—Houston [1st Dist.] 2011, no pet.) ....................................................................................................... 42

Matzen v. McLane, 659 S.W.3d 381 (Tex. 2021) ........................................................... 40, 42

Mission Consol. Indep. Sch. Dist. v. Garcia, 253 S.W.3d 653 (Tex. 2008) ................................................................. 26

Nunn v. City of Vernon Emple. Benefit Tr., No. 07-05-0212-CV, 2006 Tex. App. LEXIS 1545 (Tex. App.—Amarillo Feb. 27, 2006, no pet.) ................................................. 8

Port Freeport v. RLB Contracting Inc., 369 S.W.3d 581 (Tex. App.—Houston [1st Dist.] 2012, pet. denied) .................................................................................................. 31

Prairie View A&M Univ. v. Chatha, 381 S.W.3d 500 (Tex. 2012) ........................................................... 30, 38

vii

Reata Constr. Corp. v. City of Dallas, 197 S.W.3d 371 (Tex. 2006) ........................................................... 22, 36

Roma ISD v. Ewing Const. Co., No. 04-12-00035-CV, 2012 Tex. App. LEXIS 5968 (Tex. App.—San Antonio July 25, 2012, pet. denied) .................................. 31

San Jacinto River Auth. v. City of Conroe, 688 S.W.3d 124 (Tex. 2024) ................................................................. 24

Shields Ltd. P'ship v. Bradberry, 526 S.W.3d 471 (Tex. 2017) ................................................................. 41

Southwestern Bell Tel. Co. v. DeLanney, 809 S.W.2d 493 (Tex. 1991) ................................................................. 29

Statewide Ins. Fund v. Star Ins. Co., 289 A.3d 448 (N.J. 2023)........................................................................ 7

Tex. Ass’n of Sch. Bds. Risk Mgmt. Fund v. Benavides Indep. Sch. Dist., 221 S.W.3d 732 (Tex. App.—San Antonio 2007, no pet.) ............. 10, 23

Tex. Ass’n of Sch. Bds. Risk Mgmt. Fund v. Colo. Indep. Sch. Dist., 660 S.W.3d 767 (Tex. App.—Eastland 2023, no pet.)....................37, 38

Tex. Ass’n of Sch. Bds. Risk Mgmt. Fund v. Greenville Indep. Sch. Dist., No. 05-21-01012-CV, 2022 Tex. App. LEXIS 4952 (Tex. App.—Dallas July 19, 2022, pet. denied) ....................................... 37, 39

Tex. Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217 (Tex. 2004) ......................................................... passim

Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) ........................................................... 18, 38

Wichita Falls State Hosp. v. Taylor, 106 S.W.3d 692 (Tex. 2003) ................................................................. 22

viii

Zachry Constr. Corp. v. Port of Hous. Auth. of Harris Cty., 449 S.W.3d 98 (Tex. 2014) ........................................................... passim

Statutes Cal. Gov’t Code § 990.8(c) ........................................................................... 8 Colo. Rev. Stat. Ann. § 24-10- 115.5(2) ...................................................... 8 Fla. Stat. Ann. § 624.4622 .......................................................................... 9 Ohio Rev. Code Ann. § 2744.081(E)(2)....................................................... 8 Or. Rev. Stat. Ann. § 731.036..................................................................... 8 Tex. Civ. Prac. & Rem. Code § 101.001 ................................................... 10 2013 Tex. Gen. Laws 1138 ....................................................................... 35

Tex. Gov’t Code § 311.034 ......................................................................................... 22, 38 § 791.001 ................................................................................. 8, 9, 10, 23 § 791.011(a) ............................................................................................ 9 § 2259.001 ............................................................................................. 10 § 2259.002 ............................................................................................. 23 § 2259.031(a) .................................................................................... 9, 23 § 2259.037 ......................................................................................... 8, 10

Tex. Loc. Gov’t Code § 271.151 ..................................................................................... 5, 18, 24 § 271.152 ....................................................................................... passim § 271.153 ....................................................................................... passim § 271.155 .....................................................................................37, 38, 40

Other Authorities

Jason E. Doucette, Note, Wading into the Pool: Interlocal Cooperation in Municipal Insurance and the State Regulation of Public Entity Risk Sharing Pools—A Survey, 8 CONN. INS. L.J. 533, 537 (2002) ..................................... 7, 9

ix

STATEMENT REGARDING ORAL ARGUMENT

Counsel for Appellant requests oral argument because it may assist the Court in understanding the procedural aspects of the case below and afford the members of the Court the opportunity to ask counsel for Appellant and Appellee any questions they may have about the record.

ABBREVIATIONS AND RECORD REFERENCES

Abbreviations

“Fund” refers to Appellant, Texas Association of School Boards Risk Management Fund.

“College” refers to Appellee, Southwest Texas Junior College.

Record References References to the Clerk’s Record are abbreviated “CR [pg#].” References to the Reporter’s Record are abbreviated “RR [pg#]:[ln#].”

I. STATEMENT OF THE CASE

Nature of the Case: This is an intergovernmental contract dispute. The College seeks additional self-insurance benefits under a contract between it and other members of the Fund, for property damage allegedly sustained during a hailstorm. Claiming a waiver of the Fund’s governmental immunity from suit and liability under TEX. LOC. GOV’T CODE § 271.152, the College seeks to equitably strike various provisions from the parties’ contract and asserts that the Fund has breached what remains of the contract by failing to pay for additional repair and replacement costs that the College claims to have incurred, but did not timely complete. Course of Proceedings: The College sued the Fund on November 17, 2023.1/ The Fund asserted its governmental immunity from suit in a partial plea to the jurisdiction on November 12, 2024 (“Jurisdictional Plea”).2/ The College amended its pleadings the same day (“Amended Petition”).3/ The Amended Petition included a new immunity-barred claim against the Fund for alleged breach of the duty of good faith and fair dealing, seeks to enforce an equitably modified version of the parties’ contract, contains multiple allegations of fraud and bad faith by the Fund, and seeks to recover consequential damages from the Fund.4/ The Fund moved for summary judgment on both

1/ CR 7-26. 2/ CR 33-110. 3/ CR 111-123. 4/ CR 114-116, 119-121.

merits and jurisdictional grounds on March 26, 2025 (“Fund’s MSJ”). The Fund’s MSJ reincorporated the grounds in its earlier Jurisdictional Plea and also contested the College’s new immunity-barred claims asserted in the Amended Petition.5/ The College cross- moved for summary judgment on certain of the Fund’s affirmative defenses and the Fund’s assertion of governmental immunity, (“College’s MSJ”).6/ The Fund’s defensive response to the College’s MSJ reincorporated the grounds in the Fund’s Jurisdictional Plea and the updated jurisdictional arguments in the Fund’s MSJ contesting the College’s new immunity-barred claims asserted in the Amended Petition.7/ The College responded to the Fund’s Jurisdictional Plea and filed a reply in support of the College’s MSJ on May 12, 2025.8/ The trial court held a hearing on the Fund’s Jurisdictional Plea and the College’s MSJ on May 12, 2025.9/ Trial Court Disposition: The trial court denied the Fund’s Jurisdictional Plea and granted the College’s MSJ,10/ thereby implicitly denying the Fund’s jurisdictional challenges asserted in both the Fund’s MSJ and the Fund’s Response to the College’s MSJ. The Fund timely appealed on May 19, 2025.11/

5/ CR 125-435. 6/ CR 436-974. 7/ CR 975-1241. 8/ CR 1248-1568. 9/ CR 1242-1247. 10/ CR 1569-1570. 11/ CR 1578-1581.

II. ISSUES PRESENTED

TEX. LOC. GOV’T CODE §§ 271.151, et. seq. (the “Act”) created a narrow immunity waiver to adjudicate claims for breach of written contracts which contain the essential terms of the parties’ agreement. Id. §§ 271.151(2)(A), 271.152. This limited immunity waiver is further restricted to adjudication awards for defined types of damages (i.e., “the balance due and owed by the local governmental entity under the contract”) and a narrow category of equitable relief (i.e., specific performance or injunctive relief for certain types of contracts not involved here). The damages immunity waiver in the Act expressly excludes any claim for consequential damages other than “the increased cost to perform . . . as a direct result of owner-caused delays or acceleration. Id. §§ 271.153(a)(1), (b)(1), (c) (emphasis added).

The College has sued the Fund asserting: (1) equitable claims of waiver and unconscionability to disregard and/or strike express terms from the parties’ contract and impose governmental liability on the Fund beyond the express written terms that the Fund agreed to; and (2) consequential damages claims unrelated to any “owner-caused delays or acceleration.”

Issue 1: Did the trial court err by overruling the Fund’s jurisdictional plea and jurisdictional defenses to the College’s MSJ?

Issue 2: Does the Act’s narrow immunity waiver for defined types of adjudication awards, which specifically excludes consequential damages, authorize the College to seek consequential damages from the Fund?

Issue 3: Does the Act’s narrow immunity waiver authorize the College to adjudicate equitable claims of waiver and unconscionability that seek to disregard essential contract terms, or is the scope of the immunity waiver limited to actions to enforce the essential contract terms as written?

III. STATEMENT OF FACTS

A. GOVERNMENTAL SELF-INSURANCE POOLS.

Governmental entity risk pools exist in most states throughout the country. They have been described by the Texas State Comptroller in the following way:

a cooperative group of governmental entities joining together to finance an exposure, liability or risk. Risk may include property and liability, workers’ compensation, or employee health care. A pool may be a standalone agency or included as part of a larger agency that acts as the pool’s sponsor.12/

When two or more independent public entities desire to share risk,

12/ See Statement No. 10 of the Governmental Accounting Standards Board, Pg. 4 (Nov. 1989); see also Texas State Comptroller, Fiscal Management Division (FMX) Website at Note 17- Risk Management, Public Entity Risk Pool (https://fmx.cpa.texas.gov/fmx/pubs/afrrptreq/notes/index.php?menu=2&section= note17&page=note17 ).

they may do so by forming a pool, rather than independently self-insuring or obtaining coverage from the private insurance market. In general, the member entities of self-insurance pools transfer their risk exposures (minus a deductible) to the pool, sharing with other entities in the pool the transfer of related risks. Jason E. Doucette, Note, Wading into the Pool: Interlocal Cooperation in Municipal Insurance and the State Regulation of Public Entity Risk Sharing Pools—A Survey, 8 CONN. INS. L.J. 533, 537 (2002). In most states, governmental risk pooling is considered to be a form of self-insurance. Id.; see, e.g., Statewide Ins. Fund v. Star Ins. Co., 289 A.3d 448, 454 (N.J. 2023) (“‘Risk-pooling’ arrangements, such as JIFs [Joint Insurance Funds], are different from typical insurance contracts in which an authorized insurer assumes the risk in exchange for a premium. JIF members decidedly retain the risk typically assumed by carriers. Public entities do not purchase insurance from JIFs; instead, they join JIFs, manage risk, and optimize taxpayer dollars by self-insuring or reducing coverage costs.”).

Administrative services (e.g., underwriters, claim operations, loss prevention/risk management, reinsurance purchasing) are either provided by the pool or by third parties retained by the pool. Doucette, supra, at 537. Rather than issue an insurance policy, pools typically issue a document called a “plan document” or “coverage agreement” that is an intergovernmental contract for coverage among the pool’s member *8 entities and the pool itself. Under a coverage agreement, the pool will self-insure the members based on the terms and conditions of the coverage agreement in exchange for a “contribution,” rather than a “premium,” and it is through these member contributions that the public entities “pool” their funds with the risk pool. Id. In most states, governmental entity risk pools have a governance structure organized around a board of directors/chief executive form of organization. Id.

Even though most pools’ coverage agreements contain terms and concepts similar to those found in insurance policies, with coverage terms, exclusions, exceptions to exclusions, coverage territories, and coverage periods, pools are not considered insurers and their contracts are excluded from insurance regulation in most states, including Texas.13/

13/ See, e.g., TEX. GOV’T CODE ANN. § 791.001 et seq.; TEX. GOV’T CODE ANN. § 2259.037; Hill v. Tex. Council Risk Mgmt. Fund, 20 S.W.3d 209, 213–14 (Tex. App.—Texarkana 2000, pet. denied); Coffman v. Scott Wetzel Servs., 908 S.W.2d 516, 517 (Tex. App.—Fort Worth 1995, no writ); Nunn v. City of Vernon Emple. Benefit Tr., No. 07-05-0212-CV, 2006 Tex. App. LEXIS 1545, *4 (Tex. App.— Amarillo Feb. 27, 2006, no pet.); City of S. El Monte v. So. Cal. Joint Powers Ins. Auth., 45 Cal. Rptr. 2d 729, 732 (Cal. Ct. App. 1995); CAL. GOV’T CODE § 990.8(c) (West 2010) (stating “[t]he pooling of self-insured claims or losses among entities as authorized in subdivision (a) of Section 990.4 shall not be considered insurance nor be subject to regulation under the Insurance Code.”); see also OHIO REV. CODE ANN. § 2744.081(E)(2) (West 2006) (“A joint self-insurance pool is not an insurance company. Its operation does not constitute doing an insurance business and is not subject to the insurance laws of this state”); COLO. REV. STAT. ANN. § 24-10- 115.5(2) (West 2008) (“Any self-insurance pool authorized by subsection (1) of this section shall not be construed to be an insurance company nor otherwise subject to the provisions of the laws of this state regulating insurance or insurance companies . . . ”); OR. REV. STAT. ANN. §§ 731.036(4), (5) (West 2003) (“[T]he Insurance Code does not apply to any of the following to the extent of subject matter of the exemption . . . (4) Public bodies . . . that either individually or jointly

Pools provide their members with many advantages. They protect their members from cyclic insurance rates, offer loss prevention services, have expertise with governmental entities, and offer significant savings (because they are non-profit organizations, they do not expend funds for broker fees, and they consist of members with governmental immunity from claims that drive up private-sector insurance prices). Doucette, supra, at 535.

B. THE NATURE OF THE FUND.

Texas law authorizes local governments to establish self-insurance funds “to protect the governmental unit and its officers, employees, and agents, from any insurable risk or hazard.” TEX. GOV’T CODE ANN. § 2259.031(a). Under the Texas Interlocal Cooperation Act, local governments are empowered to contract with one another through interlocal agreements to pool their resources and collectively self-insure against insurable risks and hazards. TEX. GOV’T CODE §§ 791.001, 791.011(a); Op. Tex. Att’y Gen. No. MW-347 (May 29, 1981).

establish a self-insurance fund for tort liability . . . [or] (5) Public bodies . . . that either individually or jointly establish a self-insurance fund for property damage . . . ”); FLA. STAT. ANN. § 624.4622 (West Supp. 2007) (which does not subject pools to the Florida Insurance Code, other than some reporting and initial capitalization requirements).

The issuance of public securities and the use of available money for a self-insurance fund are defined public purposes of a governmental unit, and self-insurance funds are not subject to the Texas Insurance Code and other Texas laws relating to the provision or regulation of the private insurance market. TEX. GOV’T CODE ANN. § 791.001 et seq.; TEX. GOV’T CODE ANN. § 2259.037; Hill, 20 S.W.3d at 213–14; Coffman, 908 S.W.2d at 517.

The Texas Supreme Court has confirmed that governmental risk pools are themselves governmental entities which, separate from their constituent members, are entitled to assert governmental immunity in their own right. See TEX. GOV’T CODE ANN. § 2259.001; TEX. CIV. PRAC. & REM. CODE ANN. § 101.001(3)(D); Ben Bolt-Palito Blanco Consol. Indep. Sch. Dist. v. Tex. Political Subdivisions Prop./Cas. Joint Self-Ins. Fund, 212 S.W.3d 320, 326 (Tex. 2006); Tex. Ass’n of Sch. Bds. Risk Mgmt. Fund v. Benavides Indep. Sch. Dist., 221 S.W.3d 732, 737 (Tex. App.—San Antonio 2007, no pet.).

The Fund is one such self-insurance pool, formed pursuant to the Texas Interlocal Cooperation Act.14/ The Fund has over 1,000 political 14/ CR 1001. *11 subdivisions as its members, including Texas school districts, community colleges, and other governmental educational organizations.15/

C. THE TERMS OF THE DISTRICT’S SELF-INSURANCE COVERAGE DOCUMENTS.

Fund members established the Fund and its property self-insurance program through a document called the Interlocal Participation Agreement (the “Interlocal Agreement”).16/ It is undisputed that the College executed the Interlocal Agreement in 2012 and is obligated to comply with its terms.17/ In the Interlocal Agreement, all Fund members, including the College, expressly agree to abide by the “Bylaws of the Fund.”18/

The specific coverage afforded individual Fund members is stated in a “Contribution & Coverage Summary”, and a program specific document known as the “Property Coverage Agreement” (collectively, the “Coverage Documents”),19/ both of which are expressly incorporated by reference in the Interlocal Agreement.20/

15/ Id. 16/ CR 1002, 1005-1010. 17/ CR 1010. 18/ CR 240-247, 1008. 19/ CR 1012-1052. 20/ CR 1005, 1007-1008, 1014, 1017.

The Fund’s property coverage program provides each member with two coverage options from which the member must elect within 180 days after the date of a contractually defined Loss: (1) the option to repair or replace the Covered Property and be reimbursed for amounts the member has actually and necessarily spent (“replacement cost value” or “RCV”); or (2) the option to receive payment for the Actual Cash Value of the Covered Property subject to Loss (“ACV”).21/

The RCV option provides reimbursement coverage and the Property Coverage Documents expressly state that the maximum allowable RCV reimbursement is for the amounts a member actually and necessarily has spent out of pocket to repair or replace Covered Property, within 365 days of the Loss (unless an extension is granted by the Fund in writing).22/ If a Fund member does not complete repairs within the 365 day period, or within a longer period if the member is granted a written extension by the Fund or its representatives, Fund members have agreed that any payments made by the Fund before the end of the RCV period “will be the full and final payment for the Loss.”23/

The ACV option provides advancement coverage that is “computed by subtracting the depreciation of the Covered Property subjected to Loss

21/ CR 1020. 22/ CR 941, 1020. 23/ Id.

from the actual replacement cost of the Covered Property, using material of like kind and quality at the time of Loss.”24/

D. THE COLLEGE SELF-INSURANCE CLAIM.

The College filed a claim with the Fund on April 13, 2020, related to an April 11, 2020 hail event at its Del Rio campus (the “April 2020 Claim”).25/ The Fund adjusted the April 2020 Claim per the terms of the Interlocal Agreement.26/ The Fund assigned an independent adjuster and hired engineers to visit and inspect the College’s properties on multiple occasions.27/ The College did not make the mandatory election between ACV and RCV coverage for its alleged Loss,28/ and, ultimately, the Fund made an estimated ACV payment to the College of $1,241,309.63 for the April 2020 Claim.29/

The Fund granted the College four extensions of the 365 day repair and replace deadline under the Property Coverage Documents, through February 18, 2023.30/ The College did not complete repairs or replacement

24/ CR 1020. 25/ CR 940. 26/ CR 189. 27/ Id. 28/ Id. 29/ CR 189, 941. 30/ CR 189, 941.

of its allegedly damaged property before the extended RCV deadline expired, or incur out of pocket expenses greater than the $1,241,309.63 payment already made by the Fund.31/

E. THE COLLEGE LAWSUIT AGAINST THE FUND AND THE TRIAL COURT PROCEEDINGS.

On November 17, 2023, the College sued the Fund for breach of contract, seeking “actual damages, consequential damages, reasonable and necessary attorney’s fees . . . [and] pre- and post-judgment interest.”32/ The College did not seek to enforce the express written terms of the contract it signed; instead it sought to enforce an equitably rewritten contract that disregards various express terms that the College indisputably did not comply with, purportedly based upon the equitable doctrines of waiver and unconscionability.33/ The College also asserted tort claims against the Fund’s adjuster, Abercrombie, Simmons, & Gillette Inc. (“ASG”).34/

The Fund filed a Jurisdictional Plea on November 12, 2024, asserting that the College’s claims for equitable relief, allegations of

31/ CR 189, 945-947. 32/ CR 17. 33/ CR 12, 16-17. 34/ CR 17-24.

tortious conduct, and consequential damages claim were barred by governmental immunity and that no legislative immunity waiver exists under the Act as to those claims.35/

Shortly after the Fund filed its Jurisdictional Plea, the College filed an Amended Petition.36/ The Amended Petition repeated the College’s claims for equitable relief and consequential damages, but also asserted a new and different cause of action against the Fund for an alleged breach of the common law duty of good faith and fair dealing,37/ and multiple allegations of “bad faith” and “fraudulent misrepresentation(s)” by the Fund. See, e.g.:

• • “[E]ach of these promises and representations proved to be false—in reality TASB used the same tactics, biased inspectors, misreading of policy language, and pretextual investigations as bad faith insurance carriers . . .”38/
• • “Based on TASB’s representations listed above, Plaintiff entered into an agreement with TASB to pay premiums in exchange for comprehensive property damage coverage . . .”39/
• • “TASB . . . made multiple misrepresentations to Plaintiff about coverage to the Campus . . . in coordinated effort to underpay and defraud Plaintiff.”40/

35/ CR 33-110. 36/ CR 111-124. 37/ CR 120-121. 38/ CR 114 (emphasis added). 39/ CR 115. 40/ CR 116.

• • “TASB’s bad faith failure to adjust the claim and provide necessary moneys to repair the Campus has cause [sic] further damage and injury to the Plaintiff’s real property.”41/

(emphasis added)

On March 26, 2025, the Fund moved for summary judgment on both merits and jurisdictional grounds. The Fund’s MSJ reincorporated the grounds in its Jurisdictional Plea and also addressed the immunity-barred claims asserted in the College’s Amended Petition.42/ After the College cross-moved for summary judgment on some of the Fund’s affirmative defenses and its assertion of governmental immunity,43/ the Fund filed a response to the College’s MSJ that reincorporated the grounds in its Jurisdictional Plea as well as the immunity-barred claims asserted for the first time in the College’s Amended Petition.44/ The College replied in support of the its MSJ and responded to the Fund’s Jurisdictional Plea, on May 12, 2025.45/

At the May 12, 2025 oral hearing,46/ the trial court signed orders

41/ CR 119. 42/ CR 130, 164-175. 43/ CR 436, 445-447. 44/ CR 976-985. 45/ CR 1248-1568. 46/ CR 1242-1247.

denying the Fund’s Jurisdictional Plea and granting the College’s MSJ, thereby implicitly denying the Fund’s jurisdictional challenges asserted in the Fund’s MSJ and in its response to the College’s MSJ.47/ This interlocutory appeal followed.48/

While the appeal was pending, the College filed an Amended Notice of Non-Suit of Certain Claims with Prejudice in the trial court (“Partial Nonsuit”).49/ The Fund consented to lifting the automatic stay of all trial court proceedings under TEX. CIV. PRAC. & REM. CODE § 51.014(b) for the limited purpose of accepting the College’s Partial Nonsuit.50/

IV. SUMMARY OF THE ARGUMENT

This case raises important issues concerning the proper application of the governmental immunity doctrine by Texas trial courts, which serves as an essential component of the separation-of-powers principle and assures that the three coordinate branches of Texas government duly respect the decisions entrusted to each and accord them proper deference.

47/ CR 1569-1570. 48/ CR 1578-1581. 49/ APP. F; see also the College’s Motion to Dismiss Appeal as Moot (filed 6/6/2025) (the “MTD”), at Exhibit A. 50/ APP. G; see also the College’s MTD at Exhibit B.

Governmental entities such as the Fund remain immune from both suit and liability, except where the Texas Legislature has clearly and unambiguously waived their immunity by statute. See Tooke v. City of Mexia, 197 S.W.3d 325, 328-29 (Tex. 2006).

The Act contains a narrow immunity waiver for claims to enforce the express terms of written contracts with government entities. The waiver is limited to “adjudicating a claim for breach” of “written contract[s] stating the essential terms of the agreement . . . that are properly executed on behalf of the governmental entity,” and the liability to which government entities are exposed is further restricted to damages owed “under the contract as it may have been amended,” and equitable remedies of “specific performance or injunctive relief.” TEX. LOC. GOV’T CODE §§ 271.151(2)(A), 271.152, 271.153 (emphasis added).

Because the Act does not waive immunity for any other claims, damages, or equitable relief, a plaintiff who invokes the Act to sue a governmental entity must confine its claims to enforcement of the express terms of its written governmental contract and limit any recovery to the types of damages and equitable remedies expressly provided for in the Act. A plaintiff cannot invoke the Act’s limited immunity waiver as its jurisdictional ticket to force a governmental entity into the *19 courthouse, and then pursue broader claims, damages, or equitable theories that disregard and contradict the essential contract terms and the limited waiver in the Act.

The College impermissibly seeks to do just that. After purporting to invoke the Act’s limited immunity waiver by asserting a claim to purportedly enforce the self-insurance contract that it signed with the Fund, the College attempted to seek equitable relief disregarding express terms of the contract that is not authorized by Section 271.153 of the Act and excluded consequential damages, all of which would expose the Fund to liability far beyond the scope of the limited immunity waiver enacted by the Texas Legislature.

The trial court’s ruling violates the Texas Supreme Court’s instructions on the proper and limited application of the Act’s express immunity waiver in Zachry Constr. Corp. v. Port of Hous. Auth. of Harris Cty., 449 S.W.3d 98, 109–111 (Tex. 2014) (“Zachry”), which confirms that the Act does not create a blanket waiver of immunity for any and all claims, damage theories, and relief that in any way “relate to” a contract that qualifies under the Act, but instead applies only to specific claims, for specific types of damages, and specific types of equitable relief. Zachry, 449 S.W.3d at 109.

The graphic below depicts the proper interrelationship of the statutory immunity waiver in the Act and its other limiting provisions:

Because the Act does not waive immunity for consequential damages or equitable relief that is not expressly listed in Section 271.153, the trial court erred when it denied the Fund’s Jurisdictional Plea and granted the College’s MSJ (and implicitly denied the jurisdictional arguments in the Fund’s MSJ).

V. STANDARD OF REVIEW

Government entities remain immune from suit and liability except to the extent the Legislature has expressly waived that immunity. See DART v. Whitley, 104 S.W.3d 540, 542 (Tex. 2003). Immunity waivers must be based on the application of a statute and the extent of any waiver is limited by that statute’s text. Tex. Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217, 226 (Tex. 2004). A plaintiff that sues a governmental unit must affirmatively demonstrate the court’s jurisdiction by alleging a statutory immunity waiver. DART, 104 S.W.3d at 542.

Because a waiver of governmental immunity “may hamper governmental functions by requiring tax resources to be used for defending lawsuits and paying judgments rather than using those resources for their intended purposes,” the Texas Supreme Court has instructed that such waivers must be “clearly and unambiguously *22 stated.” Reata Constr. Corp. v. City of Dallas, 197 S.W.3d 371, 375 (Tex. 2006); see TEX. GOV’T CODE §311.034. Statutes waiving immunity therefore are “strictly construed,” City of Houston v. Jackson, 192 S.W.3d 764, 770 (Tex. 2006), and courts “generally resolve ambiguities by retaining immunity.” Wichita Falls State Hosp. v. Taylor, 106 S.W.3d 692, 697 (Tex. 2003).

A plea to the jurisdiction contests a court’s subject matter jurisdiction to decide all or some of the issues in a case. Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547, 554 (Tex. 2000).51/ The applicable procedural standard “generally mirrors that of a summary judgment.” Miranda, 133 S.W.3d at 228.

To determine if the plaintiff has met its burden to demonstrate a viable claim subject to a statutory immunity waiver, a court must “consider the facts alleged by the plaintiff and, to the extent it is relevant to the jurisdictional issue, the evidence submitted by the parties.” Bland Indep. Sch. Dist., 34 S.W.3d at 554. To avoid dismissal, plaintiffs “must

51/ The Supreme Court permits a jurisdictional challenge to be raised by a number of procedural vehicles, including a plea to the jurisdiction, a motion to dismiss, or a motion for summary judgment. See Bland Independent School District, 34 S.W.3d at 554. The Fund’s jurisdictional challenge was first raised in its Jurisdictional Plea, which was later updated and incorporated into the Fund’s MSJ and the Fund’s response to the College’s MSJ, after the College amended its pleadings to assert new immunity-barred claims against the Fund.

raise at least a genuine issue of material fact to overcome the challenge to the trial court’s subject matter jurisdiction.” Miranda, 133 S.W.3d at 227.

A trial court’s denial of an assertion of governmental immunity is reviewed de novo. City of San Antonio v. Maspero, 640 S.W.3d 523, 528 (Tex. 2022).

VI. ARGUMENT

A. THE FUND IS A GOVERNMENTAL ENTITY WITH IMMUNITY FROM SUIT.

The Fund is an intergovernmental self-insurance risk pool operating under the Texas Interlocal Cooperation Act, TEX. GOV’T CODE §§ 791.001, et seq.; and Chapter 2259 of the Government Code. It was created by its local governmental members to administer their self insurance funds, as authorized by the Legislature. Id., § 2259.031(a). In creating a risk pool, the parties to the interlocal agreement did not waive the Fund’s immunity, id. § 2259.002, which it enjoys to the same extent as any other Texas political subdivision. See Ben Bolt, 212 S.W.3d at 326; Benavides Indep. Sch. Dist., 221 S.W.3d at 737.

The College cannot proceed with its claims unless it satisfies its burden to establish a legislative waiver of the Fund’s immunity with *24 respect to each such claim. DART, 104 S.W.3d at 542; San Jacinto River Auth. v. City of Conroe, 688 S.W.3d 124, 133 (Tex. 2024) (“jurisdiction is determined on a claim-by-claim basis”).

B. THE LEGISLATURE GRANTED A LIMITED IMMUNITY WAIVER FOR CLAIMS TO ENFORCE EXPRESS CONTRACT TERMS.

The College alleges that the Legislature waived the Fund’s immunity through TEX. LOC. GOV’T CODE § 271.152,52/ which states:

“A local governmental entity that is authorized by statute or the constitution to enter into a contract and that enters into a contract subject to this subchapter waives sovereign immunity to suit for the purpose of adjudicating a claim for breach of the contract, subject to the terms and conditions of this subchapter.” (emphasis added).

The Act defines the term “contract subject to this subchapter” as “a written contract stating the essential terms of the agreement for providing goods or services to the local government entity that is properly executed on behalf of the local governmental entity.” Id., §271.151(2)(A)(emphasis added).

The scope of the Act’s immunity waiver is further narrowed by Section 271.153, which limits available contract damages to, among other things, the balance due and owed “under the contract as it may have been 52/ CR 112. *25 amended,” and available equitable remedies to “specific performance or injunctive relief” in suits involving a specific type of contract not at issue here. See id. § 271.153 (emphasis added); Zachry, 449 S.W.3d at 110 (“Section 271.152 uses Section 271.153 to further define to what extent immunity has been waived.”).

C. THE ACT DOES NOT WAIVE THE FUND’S GOVERNMENTAL IMMUNITY FROM CERTAIN OF THE COLLEGE’S CLAIMS.

The College contends that so long as it has alleged a breach of a qualifying government contract, the Act “broadly waive[s] governmental immunity” for all claims that in any way relate to the contract, including fraud, misrepresentation, waiver, unconscionability, and estoppel claims.53/ In disregard of the Act’s express exclusion of consequential damages from the scope of § 271.152’s immunity waiver, the College also contends that it is free to seek any category of damages otherwise available in an ordinary breach of contract claim between nongovernmental litigants.54/

The College has incorrectly depicted its expansive interpretation of

53/ CR 445. 54/ CR 1252 (“[L]ike the breach of contract claim the Fund acknowledges as viable, because the consequential damage arises from the same core theory of liability that is the Fund’s failure to pay covered losses and remain recoverable under the breach of contract claim.”).

the Act’s limited immunity waiver in the following way:55/

Statutory waivers of immunity do not operate in such an “all-or-nothing” fashion. See Miranda, 133 S.W.3d at 226–227; Mission Consol. Indep. Sch. Dist. v. Garcia, 253 S.W.3d 653, 655 (Tex. 2008) (“We interpret statutory waivers of immunity narrowly, as the Legislature's intent to waive immunity must be clear and unambiguous.”)(emphasis added). When a plaintiff asserts multiple claims for relief in a single lawsuit against a governmental entity, if a statute waives immunity for 55/ CR 1575. *27 some claims, damages, or relief, but not others, the trial court must dismiss the claims over which it lacks jurisdiction and retain only the claims over which it has jurisdiction. See Bland Indep. Sch. Dist., 34 S.W.3d at 554–55; Thomas, 207 S.W.3d at 338–339.

The Act’s limited waiver of immunity authorizes the College to adjudicate a breach of contract claim to enforce the written terms of its contract with the Fund and pursue specifically defined categories of damages and equitable relief. The Act is not a “blanket waiver” of immunity for every claim, type of damage, or equitable remedy that may in some way relate to the contract. See Zachry, 449 S.W.3d at 106, 109-110; City of Galveston v. State, 217 S.W.3d 466, 470 (Tex. 2007). The Act only “waives immunity for contract claims that meet certain conditions: the existence of a specific type of contract, a demand for certain kinds of damages, a state forum, etc.” Zachry, 449 S.W.3d at 109.

1. No Waiver Exists of the Fund’s Immunity from the College’s Consequential Damages Claims.

The College has asserted claims for “consequential damages” against the Fund.56/ Section 271.153(a) of the Act waives immunity for

56/ CR 119-121 (“Plaintiff has suffered damages in the form of . . . consequential damages . . .” “As a result of TASB’s aforementioned acts and/or omissions, Plaintiff sustained . . .(2) consequential damages . . .”)

the recovery of “the balance due and owed . . . under the contract.” See TEX. LOC. GOV’T CODE § 271.153. The Act expressly prohibits any award of consequential damages for a breach of contract, other than an “amount owed as compensation for the increased cost to perform the work as a direct result of owner-caused delays or acceleration.” See id. at §§ 271.153(a)(1), (b)(1) (emphasis added). The College is the “owner” of the relevant properties in this case and it did not allege or adduce any jurisdictional evidence that it had incurred increased costs to perform work as a direct result of its own delays or acceleration.

Accordingly, no waiver exists of the Fund’s governmental immunity under the Act for the College’s consequential damages claims, and the trial court erred when it refused to dismiss them for lack of subject matter jurisdiction. Zachry, 449 S.W.3d at 110 (“We conclude that the Act does not waive immunity from suit on a claim for damages not recoverable under Section 271.153.”).

2. No Waiver Exists of the Fund’s Immunity from the College’s Equitable Claims that Express Terms of the Parties’ Written Agreement are Waived, Unconscionable, or Void.57/

57/ On June 6, 2025, the College nonsuited with prejudice all “claims based on the equitable doctrine of unconscionability,” “claims for equitable relief,” and “claims challenging the validity of the Agreement provisions.” See App. F. To the extent the College continues to assert that the equitable doctrines of waiver and

a. Governmental Entities Historically Are Immune from Equitable Defenses Such as Waiver and Estoppel.

The College has invoked the equitable doctrines of waiver and unconscionability to strike or excuse certain of its contractual performance obligations from the Interlocal Agreement and Coverage Documents, on the grounds that those express contract terms are unenforceable or “void.”58/

Breach of contract, waiver, and unconscionability claims are distinct from one another and involve proof of different elements.59/ This remains true whether they are asserted offensively – as the College has done here – or as affirmative defenses. Absent an express and unambiguous statutory waiver of immunity from suit, governmental entities like the Fund retain their inherent immunity from claims or defenses seeking relief based upon equitable doctrines. See Prairie View

unconscionability render any contract provisions unenforceable as written, the Fund remains immune for the reasons discussed in this sub-section. 58/ CR 12 (“The Agreement was drafted by TASB and contains provisions that are void, unconscionable, and/or were waived . . .”); CR 115 (same). 59/ City of Houston v. Swinerton Builders, Inc., 233 S.W.3d 4, 10 n.7 (Tex. App.— Houston [1st Dist.] 2007, no pet.)(elements of breach of contract claim); Furmanite Worldwide, Inc. v. NextCorp, Ltd., 339 S.W.3d 326, 336 (Tex. App.—Dallas 2011, no pet.)(elements of claim for relief under an equitable waiver doctrine); Southwestern Bell Tel. Co. v. DeLanney, 809 S.W.2d 493, 498–99 (Tex. 1991) (Gonzalez, J., concurring)(elements of equitable claim to strike unconscionable contract terms).

A&M Univ. v. Chatha, 381 S.W.3d 500, 515 (Tex. 2012)(applying equitable defenses to governmental entities “invades the domain of the Legislature and cuts against the very nature of sovereign immunity.”); H & H Sand & Gravel, Inc. v. City of Corpus Christi, No. 13-06-00677-CV, 2007 Tex. App. LEXIS 8878, at *7 (Tex. App.—Corpus Christi Nov. 8, 2007, pet. denied)(“estoppel, waiver, and detrimental reliance claims sound in equity and are not included in section 271.152’s limited waiver of governmental immunity.”); see also Enterprise Leasing Co. of Houston v. HCTRA, 356 S.W.3d 85, 89-90 (Tex. App.—Houston [1st Dist.] 2011, no pet.) (“Affirmative defenses of waiver and estoppel are equitable in nature. Affirmative defenses based in equity have been consistently held not to apply when the activity complained of is a governmental function.”).

b. Zachry Broadly Disapproved the Principle that a Court Should Not “Parse” the Pleadings to Determine Whether Asserted Claims, Damages, and Remedies Fall Within the Scope of Sections 271.152 and 271.153.

Section 271.152 does not waive immunity for a claim for relief that does not satisfy the Act’s strict requirements, even if it is somehow “related” to a qualifying contract. See id. In Zachry, the Texas Supreme Court disapproved an earlier line of lower court decisions, including City *31 of Mesquite v. PKG Contracting, Inc., 263 S.W.3d 444, 447 (Tex. App.— Dallas 2008, pet. denied), that had held to the contrary – that a court need not “parse further the pleadings or contract to determine whether the legislature has waived immunity,” as long as it finds that the contract at issue “falls within the provisions of section 271.152.” Id. at 110 n.54.60/ Zachry made clear that Section 271.152 contains the only immunity waiver in the Act and that the other provisions in the Act – particularly Section 271.153 – contain additional “terms and conditions” that further “limit” the scope of the immunity waiver. Zachry, 449 S.W.3d at 106–108, 111.

The College contends that City of Mesquite remains the controlling standard.61/ But a close reading of Zachry reveals that the Texas Supreme Court necessarily disapproved the entirety of the Mesquite court’s reasoning.

In Mesquite, a contractor sued the City of Mesquite for breach of contract. 263 S.W.3d at 446. The City contended that the contractor’s

60/ See, e.g., Roma ISD v. Ewing Const. Co., No. 04-12-00035-CV, 2012 Tex. App. LEXIS 5968, at *9 (Tex. App.—San Antonio July 25, 2012, pet. denied); Port Freeport v. RLB Contracting Inc., 369 S.W.3d 581, 591 (Tex. App.—Houston [1st Dist.] 2012, pet. denied); City of Mesquite, 263 S.W.3d at 448. 61/ CR 1549-1552.

claims and damages must be limited to those encompassed by the written terms of the parties’ agreement and that the City remained immune from suit and from liability for anything else. Id. at 447–48. Zachry held that the limitations in Section 271.153 are jurisdictional with respect to determining the scope of the immunity waiver in Section 271.152, and this necessarily requires that a trial court “parse the pleadings” to assess whether the contract falls within Section 271.152 and the types of relief sought fall within Section 271.153, to determine whether immunity has been waived. The issues are not separate; they are intertwined and interrelated. Zachry disapproved the holding in Mesquite that once a plaintiff gets its foot into the courthouse door by suing on a contract that qualifies under Section 271.152, it then is free to seek whatever damages or equitable relief it wishes, irrespective of whether that relief falls within the scope of the Section 271.153 damages waiver, which “further define[s] to what extent immunity has been waived.” Zachry, 449 S.W.3d at 110.

This Court should not rely upon Mesquite or the other disfavored court of appeals decisions that relied upon Mesquite. Zachry is the controlling standard for immunity waivers under Section 271.152, and it forecloses the College’s claims for equitable relief.

c. No Statutory Waiver of Immunity Exists for “Subordinate” Equitable Issues.

The College argued below that because it has asserted a claim for replacement cost damages that it contends are due and owing – alleged damages that are barred by the existing and express terms of the parties’ written contract – it can disregard certain of those terms that it disfavors based upon what it characterizes as “subordinate” equitable theories.62/ But the recovery of equitable relief avoiding enforcement of express contract terms based upon the equitable doctrines of waiver and unconscionability is not among the authorized equitable remedies enumerated in Section 271.153 – where the Legislature expressly defined the damages and equitable relief (i.e., specific performance and injunctive relief) that falls within the Act’s narrow immunity waiver. See Harris County v. Crooker, 112 Tex. 450, 458, 248 S.W. 652, 655 (Tex. 1923) (“The rule expressio unius est exclusio alterius is a sound one, frequently applied in the construction of statutes.”).

Under the plain terms of the Act, the Fund’s immunity from suit is waived only for damages owed under the actual express terms of the parties’ contract plus a limited category of other damages and specific 62/ CR 1548-1551. *34 types of equitable relief not implicated here. Section 271.153 does not purport to authorize the recovery of relief (and a corresponding waiver of immunity) based upon other equitable theories. The College’s contrary argument is foreclosed by the clear an unambiguous language in Section 271.153, which this Court must strictly construe. Jackson, 192 S.W.3d at 770. The trial court therefore erred when it denied the Fund’s jurisdictional plea concerning those claims.

d. Hays Street Bridge Restoration Group v. City of San Antonio Does Not Apply to the Version of the Act at Issue and Does Not Establish a Waiver of Immunity for Other Forms of Equitable Relief that the Legislature Did Not Include in the Current Version of the Act.

The College’s reliance on the Texas Supreme Court’s 2019 decision in Hays Street Bridge Restoration Grp. v. City of San Antonio, 570 S.W.3d 697 (Tex. 2019) for the proposition that the Act waives immunity for all equitable claims arising out of a qualifying contract under the Act, is misplaced.63/ Hays Street is distinguishable and inapplicable for multiple reasons.

First, Hays Street interpreted and applied the materially different 2005 version of the Act in which Section 271.153 was silent as to 63/ CR 1555-1556. *35 equitable remedies, to determine whether government immunity had been waived to authorize a specific performance remedy (as opposed to a recovery of monetary damages). The Texas Supreme Court noted that the Texas Legislature had since amended Section 271.153 in 2013 expressly to authorize the equitable remedies of specific performance and injunctive relief in certain limited situations, and the Court reserved the issue whether the 2013 version of Act Section 271.153 limits waivers of immunity for equitable relief solely to the categories the Legislature has now specified. Id. at n.65.

The College does not distinguish between the inapplicable 2005 version of the Act that applied in Hays Street, and the current 2013 version of the Act that applies here.64/ Hays Street is therefore inapposite because it discusses an earlier version of the Section 271.153 that did not include the Legislature’s clear and unambiguous determination that immunity is waived only for two specific equitable remedies, neither of which is implicated in this case. 570 S.W.3d at 699 n.2.

64/ The 2013 version of the Act applies to “a claim that arises under a contract executed on or after the effective date” of the Act. Acts 2013, 83rd Leg., ch. 1138 (H.B. 3511), §§3, 4(c) [effective June 14, 2013]; 2013 Tex. Gen. Laws 1138. The only contract identified in the College’s pleading is the Property Coverage Agreement “for any covered losses occurring from September 1, 2019 through August 31, 2020.” CR 115.

Second, the specific performance sought in Hays Street was not an extra-contractual equitable claim of the sort the College asserts. The Hays Street plaintiff asserted a right to specific performance as its judicial remedy to enforce the express terms of a governmental contract subject to the Act. See id. at 701. The College seeks antithetical equitable relief that would disregard and excuse its performance of the express written terms of its contract and enforce and impose liability under an entirely different agreement that the Fund never agreed to. 570 S.W.3d at 701. Neither Hays Street nor the Act authorizes this sort of judicially-created immunity waiver, which would result in open-ended governmental contract liability well-beyond that authorized by the Legislature. See id.65/ Hays Street therefore is distinguishable from this case on a fundamental level, regardless of which version of the Act applies.

65/ In Reata Constr. Corp. v. City of Dallas, 197 S.W.3d 371 (Tex. 2006), the Texas Supreme Court judicially abrogated governmental immunity for government entities who choose voluntarily to engage in litigation and assert affirmative claims for monetary damages, but only to the extent of any claims that are “germane to, connected to, and properly defensive to claims asserted by the [government], to the extent any recovery on those claims will offset any recovery by the [government].” Id. at 375, 378. The Reata waiver principle is not applicable here, where the Fund has asserted no claims for monetary relief, and the College’s supposedly defensive theories are equitable in nature, and not asserted as an offset to the Fund’s non-existent claim for money damages.

e. Section 271.155 does not grant an immunity waiver for the College’s Equitable Claims.

The College has taken the position that its request for equitable relief that certain provisions of the underlying contract have been waived or are unconscionable are not immunity barred because Section 271.155 states that the Act “does not waive defenses available to a party to a contract.”66/ The courts of appeals that have considered this argument thus far have misconstrued Section 271.155. See Tex. Ass'n of Sch. Bds. Risk Mgmt. Fund v. Colo. Indep. Sch. Dist., 660 S.W.3d 767, 769 (Tex. App.—Eastland 2023, no pet.) (“Colorado”); Tex. Ass'n of Sch. Bds. Risk Mgmt. Fund v. Greenville Indep. Sch. Dist., No. 05-21-01012-CV, 2022 Tex. App. LEXIS 4952, at *8 (Tex. App.—Dallas July 19, 2022, pet. denied) (“Greenville”).

The purpose of Section 271.155 is to ensure that the Act only waives a defendant governmental entity’s immunity and not any of its other defenses or damage limitations. Zachry, 449 S.W.3d at 107 (“Section 271.155 preserves defenses other than immunity.”). The title of Section 271.155 is “No Waiver of Other Defenses” (emphasis added), indicating that it refers to other defenses of the party whose immunity is being 66/ CR 1545. *38 waived by the Act. That section therefore only applies in circumstances where a party that has sued a local government contends that the Act has also waived the defendant local government’s contractual or equitable defenses—its other defenses—in addition to its immunity. Zachry makes clear that Section 271.155 is a “limitation[ ] on the waiver of immunity” in Section 271.152. Zachry, 449 S.W.3d at 108.

Reading that limitation on the immunity waiver to expose a government defendant to equitable remedies not enumerated in the Act – and from which it is immune under the common law67/ – and therefore expand both the limited waiver and the extent of its liability, does not comport with the plain meaning of the statute or the legal requirement to narrowly construe waivers of immunity. See TEX. GOV’T CODE § 311.034; Tooke, 197 S.W.3d at 328–29. Section 271.155, therefore, does not waive the Fund’s immunity for the College’s equitable claims.

f. The College Asserts the Equitable Doctrines of Waiver and Unconscionability Offensively, Not Defensively.

This case is distinguishable from Colorado and Greenville because, unlike in those cases, the College asserts its equitable waiver and

67/ See, e.g., Chatha, 381 S.W.3d at 515; H & H Sand & Gravel, Inc., 2007 Tex. App. LEXIS 8878, at *7; Enterprise Leasing Co. of Houston, 356 S.W.3d at 89-90.

unconscionability theories offensively, and not as defenses to any claim or affirmative defense by the Fund. The Colorado court emphasized that its decision turned on “constru[ing] the context in which these [equitable] theories have been asserted.” Id. at 769. And, because the school district in that case invoked the equitable doctrines of waiver and estoppel in its amended pleadings solely “in response to the defense of an unfulfilled condition precedent raised by the Fund,” the court held that they were “raised in a defensive context [and] fall within the Act’s waiver of immunity.” Id. (emphasis in original); see also Greenville, 2022 Tex. App. LEXIS 4952, at *8 (“Greenville’s defensive theories benefit from the same waiver of immunity.”) (emphasis added).

The context here is materially different. The College asserted waiver and unconscionability offensively in an attempt to proactively strike its express performance obligations and aspects of its contractual damage formula from its contract with the Fund. The College did so in its Original Petition, not in response to any defensive position asserted by the Fund:68/ 68/ CR 12 (emphasis added).

Accordingly, even if Section 271.155 were construed to expand Section 271.152’s immunity waiver to include other subordinate equitable defenses that the Texas Legislature chose not to include in Section 271.153 of the Act – which it should not be – the College has not asserted its equitable theories defensively, and the Fund remains immune from the College’s attempt to assert those theories offensively, to rewrite the express terms of the parties contract.

g. The College Adduced No Jurisdictional Evidence of a Viable Waiver or Unconscionability Claim.

Under the plea to the jurisdiction standard, which mirrors the Texas summary judgment procedure, mere allegations of a potential claim are insufficient to establish a waiver of immunity. The plaintiff must affirmatively demonstrate that its claim is viable and that immunity does not apply or has been waived. See, e.g., Matzen v. McLane, 659 S.W.3d 381, 389 (Tex. 2021). Where the government defendant contests the jurisdictional allegations and offers evidence to *41 defeat them, the plaintiff has the burden to adduce its own evidence creating a genuine fact issue to survive dismissal. Miranda, 133 S.W.3d at 227. The Fund challenged and contested the sufficiency of the College’s jurisdictional allegations regarding its equitable remedies based on waiver and unconscionability, and submitted evidence that conclusively disproved the College’s allegations.69/ The College therefore could not rest on its allegations alone. Id.

The College adduced no evidence creating a genuine fact issue on its waiver and unconscionability claims, including any evidence to rebut:

• • The enforceable “no waiver” provision in the underlying contract, which permits waiver of a contractual right or obligation “only when expressly waived in writing by the waiving party,” and forecloses any implied waiver based upon mere “act or omission.”70/ See Shields Ltd. P'ship v. Bradberry, 526 S.W.3d 471, 481 (Tex. 2017) (“[A]s a general proposition, nonwaiver provisions are binding and enforceable.”);
• • The Fund’s conduct that was entirely consistent with the contract’s waiver restrictions and the 365 day repair and replacement timeline in the contract, including its approval of four written extensions of that deadline.71/ Id. at 474 (waiver of a non-waiver clause requires, at a minimum, conduct that is inconsistent with its terms);
• • The lack of any “shocking” circumstances surrounding the negotiation of the underlying contract between the Fund and

69/ CR 39, 176-177, 189, 195, 941, 1088. 70/ CR 176, 195. 71/ CR 189, 941.

the various members who created the Fund. LeBlanc v. Lange, 365 S.W.3d 70, 88 (Tex. App.—Houston [1st Dist.] 2011, no pet.) (“[T]he circumstances surrounding the negotiations must be shocking” to warrant a finding of procedural unconscionability.);72/ and

• • The absence of any contract terms that are “so one-sided that it is unconscionable under the circumstances existing when the parties made the contract.” In re FirstMerit Bank, N.A., 52 S.W.3d 749, 757 (Tex. 2001).

Moreover, the College has now dismissed with prejudice any claim based upon an unconscionability theory.

Accordingly, even if the College conceivably were permitted to assert equitable waiver and unconscionability claims against the Fund, which it cannot do, the College did not satisfy its evidentiary burden to create a genuine fact issue about whether it has viable equitable claims that could effect a waiver of the Fund’s immunity. Matzen, 659 S.W.3d at 389; Miranda, 133 S.W.3d at 227.

VII. PRAYER

The Fund has governmental immunity from suit, and the College had the burden to establish an applicable statutory waiver of that immunity with respect to each its claims. The only statutory immunity

72/ The College has dismissed with prejudice any argument that the circumstances surrounding the parties' contract were unconscionable, or involved fraud, bad faith, misrepresentations, or other intentionally tortious conduct. See App. F.

waiver the College has asserted, § 271.152, applies narrowly only to a breach of contract claim based upon the express terms of the parties’ signed agreement, and is further limited to specifically defined categories of relief. The Legislature has not expressly waived the Fund’s retained immunity from suit and from liability based upon the College’s: (1) extra-contractual equitable theories of waiver and unconscionability; or (2) consequential damages claim. Accordingly, the trial court erred in denying the Fund’s Jurisdictional Plea, granting the College’s MSJ, and implicitly denying the amended jurisdictional arguments in the Fund’s MSJ and response to the College’s MSJ.

The Fund therefore respectfully requests that this Court reverse the trial court’s orders denying the Jurisdictional Plea and granting the College’s MSJ on jurisdictional grounds, and grant the Fund such other and further relief, whether legal or equitable, to which it may show itself to be justly and equitably entitled.

Respectfully submitted,

By: /s/ Jack W. Higdon Jack W. Higdon jack.higdon@blankrome.com State Bar No. 24007360 Barry Abrams barry.abrams@blankrome.com

State Bar No. 00822700 Joshua A. Huber josh.huber@blankrome.com State Bar No. 24065457 BLANK ROME LLP 717 Texas Avenue, Suite 1400 Houston, Texas 77002-2727 (713) 228-6601 (713) 228-6605 (Fax) ATTORNEYS FOR APPELLANT, TEXAS ASSOCIATION OF SCHOOL BOARDS RISK MANAGEMENT FUND

CERTIFICATE OF COMPLIANCE

Pursuant to TEX. R. APP. P. 9.4(i)(3), I certify that this brief complies with the type-volume restrictions of TEX. R. APP. P. 9.4(e), (i)(2)(B). Exclusive of the portions exempted by Rule 9.4(i)(1), this brief contains 7,936 words.

Jack W. Higdon Jack W. Higdon

CERTIFICATE OF SERVICE

I certify pursuant to TEX. R. APP. P. 9.5(b)(1) that a true and correct copy of the foregoing and/or attached instrument was electronically served on counsel for all parties on June 23, 2025, through the Fourth District Court of Appeals’ electronic filing manager, as indicated below:

Via Electronic Service: Preston J. Dugas III pdugas@dcclawfirm.com Vincent P. Circelli vcircelli@dcclawfirm.com Andrew D. Spadoni aspadoni@dcclawfirm.com DUGAS & CIRCELLI, PLLC 4800 Bryant Irvin Ct., Fort Worth, Texas 76107

Jack W. Higdon Jack W. Higdon

NO. 04-25-00316-CV

In the Fourth Court of Appeals San Antonio, Texas ______________________________________________

T EXAS A SSOCIATION OF S CHOOL B OARDS R ISK M ANAGEMENT F UND , Appellant, v. SOUTHWEST TEXAS JUNIOR COLLEGE, Appellee. ______________________________________________

Appeal from the 83rd Judicial District Court Val Verde County, Texas, No. 2023-0279-CIV The Honorable Robert E. Cadena, Presiding Judge __________________________________________________________________

APPENDIX __________________________________________________________________

App. A - Order Denying the Fund's Jurisdiction Plea (CR1569) App. B - Order Granting the College's MSJ (CR1570) App. C - Property Coverage Documents

App. D - The Local Government Contract Claims Act, Tex. Loc. Gov't Code §§ 271.151, et seq. (excerpts)

App. E - Texas Government Code (excerpts)

App. F - Amended Notice of Non-Suit of Certain Claims with Prejudice

App. G - The Fund's Consent to Lifting of Tex. Civ. Prac. & Rem. Code § 51.014(b) Stay for Limited Purpose

APP. A

CAUSE NO. 2023-0279-CIV

SOUTHWEST TEXAS JUNIOR § IN THE DISTRICT COURT COLLEGE. § § Plaintiff, § § 83 rd JUDICIAL DISTRICT V. § § TEXAS ASSOCIATION OF SCHOOL § BOARDS RISK MANAGEMENT FUND, § § VAL VERDE COUNTY, TEXAS Defendant. §

ORDER DENYING DEFENDANT'S PARTIAL PLEA TO THE JURISDICTION

On this day, the Court considered Defendant's Partial Plea to the Jurisdiction. Having considered the motion, arguments of counsel, and evidence presented, the Court finds that the motion should be DENIED.

IT IS THEREFORE ORDERED that Defendant's Partial Plea to the Jurisdiction is

DENIED.

l, } r,- V'-1. / SIGNED on t h i s - ~ - - - - - - day of ~ , 2025.

I '-- FILED AtrnO'Clock \'.) M MAY \ 2 2025

'Iv

APP. B

CAUSE NO. 2023-0279-CIV

SOUTHWEST TEXAS JUNIOR § IN THE DISTRICT COURT OF COLLEGE, § § Plai11tiff, § § v. § § VAL VERDE COUNTY, TEXAS TEXAS ASSOCIATION OF SCHOOL § BOARDS RISK MANAGEMENT FUND, § AND ABERCROMBIE, SIMMONS, & § GILLETTE, INC., § § Defe11da11ts. § 83 rd JUDICIAL DISTRICT

ORDER GRANTING PLAINTIFF'S TRADITIONAL AND NO EVIDENCE MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENDANT TEXAS ASSOCIATION OF SCHOOL BOARDS RISK MANAGEMENT FUND'S AFFIRMATIVE DEFENSES

Before the Court, is Plaintiffs Traditional and No Evidence Motion for Partial Summary Judgment to Defendant Texas Association of School Boards Risk Management Fund's Affirmative Defenses. After considering Plaintiffs Motion, the argument of Counsel, the applicable law, and other evidence on file, the Court finds that the Motion should is hereby GRANTED.

IT IS THEREFORE ORDERED ADJUDGED AND DECREED that Plaintiffs Traditional and No Evidence Motion for Partial Summary Judgment to Defendant Texas Association of School Boards Risk Management Fund's Affirmative Defenses is hereby

GRANTED. fj°Y Signed this\'), day of '('I'- ~ , 2025.

FILED ·------,

At3: 1() O'Clock (2 M t:! ~ L vU- JUDGE PRESIDING MAY l 2 2025 JU""°' vi;;KVANTlaS District Clerk-Val Verde Co. .,,, J;J:;;.,__-~Dep,!l!Y_

APP. C

08/16/2012 17:15 8305917340 SWTJC BO PAGE 03

TASB RISK MANAGEMENT FUND INTERLOCAL PARTICIPATION AGREEMENT

Pursuant to the Texas lntertocal Cooperation Act. Chapter 791 of the Texas Govemment Code. this lntenocar Participation Agreement (Agreement) is entered Into by and between the Texas Association of School Soards Risk Management Fund (Fund) and the undersigned ~ I government of the State of Texas (Fund Member). The Fund is ari administrative agency of local governments (Fund Members) that cooperate in ptrforming admini$lratlve services and governmentel functions relative to risk management

TERMS AND CONDITIONS

In consideration of the mutual covenants and conditions con~ined in this Agreement and other good Md valuable consideration, including, without llmltatlon, the agreement of the Fund and Fund Members to provide risk management programs as detalled in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Fund Member and the Fund, Intending to be legally bound, end subject to the terms, conditions, and provisions of this Agreement, agree as follom:

1. Authority. Fund Member hereby approves and adopts the Restatement of lnterlocal Agreement, datrK! May 20, 1997, which restated the lnterloc.al Agreement dated July 2, 1974, establishrng the predecessor of the Fund. The Restatement of lnterlocaf Agreement is incorporated rnto this Agreement by reference and ,s avalleble from the Fund upon request Thi$ Agreement serves to outline the r&lationship ~ n the Fund and Fund Memoor. While the Texas lnterlocal Cooperation Act provides the overarching basis for th• Fund, certain Fund programs are further au1horized put'luant to various statutes, such as Chapter 205 of the Texas Labor Code, pertaining to unemployment compensation: Chapter $04 of ths Texas labor Code, pertaining to workers' compensation: and Chapter 2259, Subchapter B, of !he Texas Government Code, pertaining to other risks or hazards.

2. Program Participation. This Agreement eneble$ Fund Member to participate in one or more of the Fund's avai!le.bl1111 progl'i!ms, including but not Umlted to, property, llabUlty, auto, workers' oomperisation, and unemployment compensation coverage. Becauae this Is an enabling Agreement. Fund Member must also execute a separate contribution and Coverage Summary (CCS) fur each Fund program from wnich H seeks coverage and/or administrative services. Only e valrd CCS will confer the right to participate in a specific program and eaoh CCS shall be incorporated Into this Agreement. Through participation In any Fund program, Fund Member waives none of Its immunities and authorizes the Fund, or It$ designee, to assert such immunities on Its behalf and on behalf of the Fund or its deslgnee.

3. Term of Agreement. This Agreement shall be effective from the date of the last signature below and shall remain in effect unles.a termtnated as provided in this Agreement. This Agreement will automatically lermiriste If Fund Member ceases to participate in at least one of the Fund's programs (due to the expiration of e CCS partletpation term or the valid termination of seme) or fails to meet the membership quanfloatlons of the Fund as provided In this Agreement and as determined by the Fund in writing.

4. Termination, Unless this Agreement Is automatically terminated as described above, this Agreement, and/or any component CCS applicable to Fund M!!!mber. can be terminated as set fortn below. Howewr, the termination of any single Fund program under a CCS shall not also result in the automatic termination of another pending CCS, or this enabling Agreement if any other CCS fs stfif tn force for Fund Member. Rather, each Fund program can only be terminated as provided in this Agreement.

a. By Either Party with 30 Days Notice before Renewal. Any CCS may be terminated by either party With termination to be effective on any successive renewal date by giving written no1ice to the other party no later than 30 days prior to ar.Atomatic rern.1W8I.

b. By Fund Member upon Payment of Late Notice Fee. If Fund Member rails to terminate a CCS as provided above, It may stHI terminate participation In any Fund r;rogram prior to the renewal date by paying a late notice fee as herein provi<ied. If Fund Member t.rminates the CCS before tt,e renewal date, but with fewer thari 30 days' edvance written notice, Fund Member agrees to pay the Fund a late notice fee In the amount ot 25% of the annual contribution fol' the expiring participation term. Fund Member expressly acknowledges that the late notice fEie is not a penalty, but a reasonable approximation of the Fund's damaiges for the Fund Member's untimely withdrawal from the progr;,m identified in the CCS. However,

lnterlOCli\l Participation Agreement 1!!111' -1,$~ MAN"8811Elff FtlNCl Page 1 of 6 Fund Soard Approved, April 15. 2012 Effective September,. 201.2

T000023

08/15/2012 17:15 8305917340 SWTJC BO PAGE 04

once the renewal term of a CCS commences, Fund Member can no longer terminate the CCS by paying a !ate notice fee; the CCS shall renew and Fund Member shall be bound thereby,

c, By the Fund upon Breach by Fund Member.

1) The Fund may temiinete this Agreement ot any CCS based on breach of eny of the following obligations, by giving 1O days' written notice to Fund Member of the breach; and Fund Member's failure to cure the breach within said 10 days (ot other time period allowed by the Fund):

2) Fune! Member fails or refuses to make the payments or contrtbutions required by this Agreement;

3) Fund Member fails to cooperate and comply with any reasonable requests for Information and/or records made by the Fund:

4) Fund Member fails or refuses to follow loss preventron or statutory compliance requirements of the Fund. as provided in this Agreement; or

5) Fund Member otherwise breaches this Agreement.

If the Fund terminates this Agreement, or any CCS, based on breach as described above, Fund Member agrees that the Fund will have no responslbiltty of any kind or nature to provide coverage on the terminated Fund program post-termination. Further, Fund Member shall bear the full financial responsibility for any unpak:I open claim and expense related to any claim, asserted or unasserted and reported or unreported, against the Funo or Fund Member, or incurred by the agents or representaUves of Fund MembeL

In addition lo the foregoing, if termination is due, to Fund Member's failure to make required payments or contributions, Fund Member agrees that it shall pay the Fund liquidated damag83 in the amount of 50% of the annual contribution for the partlolpetion term Identified In the terminated CCS.

5. Contributiom;r..

a. Agreement to Pay. Fund Member agrees to pay its contribution for each Fund program in which it participates based on a plan developed by the Fund. The amount of contribution wm be stated in the relevant CCS and will be payable upon receipt of an invoice from the Fund. Late fees amounting to the maximum Interest allowed by law. but not less than the rate of interest authorized under Chapter 2251, Texas Government Code, shall begin to accrue daily on the first day followlng the due date and continue vntil the contribr.ttion and late flites are paid in full. ff Fund Member owes the Fund payments under this Agreement, includlng any CCS, the Fund m~y offset such amounts from any Fund Member funds held by the Fund, regardless of program.

b. Estimated Contribution. In specified situations, the amount of oontrlbution shown In the CCS will be identified as an estimate, The Fund re$erves the right to request an audit of updated exposure information at the end of the CC$ participation te01'I and adjust contribullons ff Fund Member's exposure changes during the ccs participation term. As a result of the exposure review, any additional contribution payable to the Fund ahall be paid by Fund rvlember, and any overpayment of contribution by Fund Member shall be returned by t~ Fund. The Fund reserves the right to audit the relevant reoords of Fund Member in order to conduct this exposure review,

Upon expiration of each participation period, Fund Membi,r miy request e contribution adjustment due to exposure changes. Such request must be made tn writing wtthln 60 days after the end of the participation period. Fund Mernblilr must provide documentl!ltk>n as requested by the Fund to demonstrate that the exposure change warrants a contribution adjustment

c. Contribution Adjustment Should the Fund's underwriting Income for any program within a given program year be inadequate to pay the ultimate cost of d:ail'il$ incurred for that year, the Fund may collect an adjusted contribution from any current or former Ff,lfld Member if that Fund Member's contribution is Inadequate to pay the Fund Member's claims incurred during that year,

lnferlocal Participation Agreement Fund Board Approwid, April 16, 2012 Effective Se,ptembar 1, 2012

T000024

08/16/2012 17:16 8305917340 swrJcBci PAGE 05

6. Contribution and Coverage Summary. Fund Member agrees to abide by each CCS that governs its participation. A CC$ will incorporate the program specific coverage document, if any, which sets forth the scope of coverage and/or services from the Fund. A CCS for a Fund program will state the participation term. After Fund Member·, initi~I execmlon of a CCS, 'the CC$ wm automablly renew .annually, unless terminated In accordance with this Agreement. Any renewal containing a change In the amount of contribution or other terms will be subject to the Amendment by Notice process de$Crlbed in this Agreement

7. Loss Prevention. The Fund may provide loss prevention services to Fund MGmbeL Fund Member agrees 10 adopt the Fund's reasonable and customary st!lnderds for loss prevention and to cooperate in implementlng any and all reasonable loss prevention and statutory comp!iance rocornmendations or requirements.

8. Other Duties of Fund Member. a. Standards of Performance. Time shall be of the essence In Fund Member's reporting of any and all claims to the Fund, payment of any contrlbUtlons or monies due to the F'vnd, and delivery of any written notices under this Agreement.

b. Claims Reporting. Notice of any claim ml.l8t be provided to the Fund no more than 30 days after Fund Member knows or should have known of 111e claim or circumstances ~ding to the claim, unless a different reporting requirement rs required by law or provided for in the CCS. Failure by Fund Member to timely report a claim may result In denial of coverage or payment of fines or penalties imposed by ~w or regulaiory agencies. If the Fund advances payment of any fine or penalty arising from Fund Member's late claim reporting, Fund Member will reimburse the Fund for all such costs.

9. Administration of Claims. The Fund or its deslgnee agrees to administer all claims for which Fund Member has coverage after Fund Member provides timely written notice to the Fund. Fund Member hereby authorizes the Fund or its design~ to act in all matters pertaining to handling of claims for which Fund Member has coverage pursuant to this Agreement. Fund Member expressly agrees that the Fund has sole authority in all matters pertaining to the administration of claims and grant$ the Fund or Its designee full decision-making authority in an matters, including without limitation, discussions with cl.aimants and their attorneys or other duly autho!'!zed representatives. Fund Member further agrees to be fully cooperative in supplying any informanon reasonably requested by the Fund in the handllng of claims. All decisions on individual claims shall be made by the Fund or Its des;gnee. including, without Hmitation, decisions concerning claim values, payment due on the claim, settlement, subrogation, I1tigartion, or appeals.

10. Exceu CoveragefReinsurance. The Fund, In i1& sole dmcretion, may pun::h.ase exee$$ coverage or reinsurance for any or all Fund programs. In the event of a !Wbstantlal chang& in terms or cost of such coverage, the Fund reserves the right to make adjustments to the terms and conditiOM ¢f a CCS es allcrwed by the Amendment by Notice process under this Agreement If any relnsurer, stop lo$$ c~mier. and/or excess coverage provider falls to meet 11s obligations to the Fund or any Fund Member, the Fund is not responsible for any payment or any obligations to Fund Member from any rein$urer, stop loss carrier, or exoess coverage provider.

11. Subrogation and Assignment of ffights. Furn;! Member, on its own behalf and on behalf of any person entitled to benefits under this Agreement, aMigns all subrogation lights to the Fund, The Fund has the right, in rts sole di~retlon, without notice to Fund Member. to bring all claims and lawsuits in the name of Fund Member or the Fund. Fund Member agrees that all subrogation rights and recoveries belong first to the Fund, up to the amount of benefits. expenses, and ~omeys' fees Incurred by the Fund, wlth the balance. if any. being paid to Fund Member, unless otherwise specm~lly $hilted in the Agreement. Award of funds to any person antltl&d to coverage, whether by /udgment or settlement. shell be conclusive proor that the Injured party has been made whole. Fund Member's rlght to be made whole is expressly super$eded by the Fund's subrogation lights. If Fund Member procures alternate coverage for a risk covered by tht Fund, the latter acquired coverage shall be deemed primary coverage concemlng that risk.

12. No Waiver of Subrogation Rights. Fund Member shall do ooltiing to prejudice or waive the Fund"s existing or prospective subrogation rights under this Agreement. lf Fund Member has warve:d any subrogaticm right without first obtaining the Fund's written approval, the Fund shall be entitled to recover from Fund Member any sums that it would have been able to recov~r absent such waiver. Recoverable amounts include attorneys' fees, costs, and expenses.

lnuirlocal Participation Agreement Fund Board Approved, April 15, 2012 Effectiw Septemoor 1. 2012

T000025

08/15/2012 17:15 8305917340 9,,..lTJC BO PAGE 06

13. Appeals. Fund Member shall have the rtght to appeal any written decision or recommendation to the Fund's Board of Trustees, and the Board's determination writ be final. Any appeal shall be made in writing lo the Board Chair within 30 days of the decision or n,commendati<>n,

14. Bylaws, Policies, and Procedures. Fund Memoer agrees to abide by the Bylaws of the Fund, as they may b$ amended from time to time, and any and aH written policies and procedures establlshed by the Fund (which are available from the Fund upon wdttliln re-quest). Ifs change is made to the Fund's Bylaws, written policies or procedures which conflicts with or impairs a CC$, such change wHI not apply to Fund Member until the renewal of such ccs, unless Fund Member specifically agrees otherwise.

15. Payments. Fund Member represents and warrants ttiat an payments required under this Agr~ment of Fund Member shall be made from its available current revenues.

16. Cooperation and Aocess. Fund Member agrees to cooperatt and to comply in a timely manner With all reasonable requests for information and/or records made by the Fufld. Fufld Member further agrees to provide complete and accurate statements of material facts, to not misrepresent or omit such facts, engage in fraudulent conductor make false statements to the Fund. The Fund reserves the right to audit the relevant records of Fund Member to determine compliance with this Agreement.

17. Fund Mem~r• Designation cf Coordinator. Fund Memb~ agrees to designate a ooordfnator ("Program Coordinator") for Fund Member on this Agreement or any CCS executed by Fund Member. Fund Member's Pf09ram Coordinator shall have express authority to represent and to bind Fund Member. and the Fund will not be requited to contact any other individua! regarding matters arlslr,g from or related to this Agreement. Fund Member reserves the right to c:hs:tnge its Progr-11m Coordinator as needed, by giving written notice to the Fund; such notice is not effective until actually ra~1ved by the Fund. Notic:tt provided to the Chief Executive Officer of Fund Member shall also serve as not1oa 10 the Program Coordlnetor.

18. Security of Documents. Under this agreement the Fund may grant Fund Member access to sensitive or protect&d information. Fund Member agrees to assume the responsibility for maintaining the security of this information and to take an reasonable steps to avoid unauttiorized disclosure of this information.

19. Insurance Terminology. The Fund is not "ins1.1ranoe*, but is instead a mechanism through which eligible govemment:al entities join together to oollectlvely self..Jnsure and administer certain risk exposures. Any referl!)nce in this Agreement to ~n insurance term or concept is coincidental, is not intended to characterize the Fund as "insurance" as defined by law. shall be deemed to ipply to Hlf•insurance, and is not to be construed as being contrary to the self-insurance concept.

20. Representation. Fund Member autliorl:zes the Fund to represent Fund Member in any lawsuit, dispute, or proceeding arising under or relating to any Fund program and/or coverage in which Fund Member participates. The Fund may exercise this right ln its sole discretion and to the fullest extent permitted or authorized by law. Fund Member shall fully cooperate with th& Fund, its deslgnee, and the Fund's chosen counsel, includlng, without limitation, Gupplylng any information necessary or relevant to the lawsuft, dispute, or proceeding in a timely fashion. Subject to specific rev0vation, Fund Member designates the Fund to act as a class representative on its behalf in matters arising out of this Agreement.

21. Members' Equity. The Fund Board, in Its sole discretion, may declare a distribution of the Fund's members' equity to Fund Members. Members' equity belongs to the Fund. No individual Fund Member rs entitled to an indMdual allocation or portion of members' equity.

22. Entire Agreement. This Agreement:, together with the Restated lnterlocal Agreement, BylalNS and CCS'i:; that are 1n effect as to Fund Member from time to time, represent and contain the complete understanding and agreement of the Fund emd Ful'ld Member, end there art r'\O rep~tions. agr&<lll'l'lents. arrangements, or undertakings, oral or written, between the Fund and Fund Member other than those set forth in this Agreement duty executed in writing. In the event of conflict between the terms of this Agreement and the Restated lnterlocal Agreement. Bylaws or any CCS, the specific terms of the later adopted agreement shall prevail to the extent necessary to resolve the conmot This Agreement replaces all previous lnterlocal Participation Agreements between the Fund and Fund Member. NotWlthstandlng the foregoing, th'8 Agreement does not supersede any unexpired participation term or pending claim under an existing agreement between Fund Member and Fund,

&11™8~ rmoooca! Participation Agreement l!J!!!!!i' M A ~ 1'VNtl Page 4 af6 Fund Soard Approved, April 15, 2012 Effective September 1. 2012

T000026

08/16/2012 17:15 8305917340 SWTJC BO PAGE 07

23. Amendment by Notice. This Agreement, including any of its component CCSs or coverage documents, may be emended by the Fund, in writing, by providing Fund Member with written notice before the earlrer of (i) the effectrve dat¢ of the amendment or (ii) the date by which Fund Member can terminate without payment of late notice fees or liquidated damages, Unless this Agreement expressly provides otheiwlae, an amendment shall only apply prospectively and Fund Member shall have the right to terminate this Agreement, or a componeni CCS to which the amendment applies, befote the amendment becomes effective. as provided in this Agreement If Fund Member fails to give the Fund timely written notice of termination, Fund Member shall be deemed to have consented to the Fund's amendment and agrees to abide by and be bound by the amendment, without necessity of obtaining Fund Member's signature.

The Fund may amend this Agreement or any CCS effective upon renewal. Amendments may oe for any reason Including changes to the terms or contribution 3mount.

Toe Fund may also amend this Agreement or any CCS, effective during the term of a CCS, for any reason including but not Hmlted to the foHowlng:

a. State or federal governments, including any court, regulatory body or agency thereof, adopt a sta1ut1$, rule. decision, or take any action that would substantially impact the rights or financial obligations of the Fund as it pertains to this Agreement, or any Fund program or CCS. ',!

b. The terms of the Fund's stop-loss or excess coverage or reinsurance change substantially,

If the Fund exercises the option to amend the Agreement or any CCS dUrit"J9 the tem, of a CCS and prior to renewal, the Fund shall give Fund M¢mber 30 days advance written notice, Fund Member Will then have the right during the 30-<lay period to giVe the Fund written ootice of termination of the applicable Fund program, effective upon the expiration of the 30-day notice perfod (or longer period if so providtd by the F1,md in writing).

24. Severablllty; tnterpretation. lf any portion of this Agreemsnt shall be declared ilfegal or held unenforceable for any reason, the remaining portions shall continue in full force end effect. Any questions of particular interpretation shall not be Interpreted against the drafter of this Agreement, but tather in accoroance With the fair meaning theroof. ,

25. Governing Law; Venue; Attorneys' Fees, This Agreement shall be governed by and construed In accordance with the laws of the State of texas, Without regard to the oonfflcts of ~ principles of such state. Venue for the adjudication or resolution of any dispute arising out of or rel.atlng to this Agreement shall lie in Travis County, Texas, unless otherwise mandated by law. In the event of a lawsurt or formal adjudication be~en Fund Member and the Fund, 1he prevailing party is entitled to recover reasonable and necessary attorneys' fees that are eqt.1itable and just

26. Waiver. No provision of this Agreement will be deemed waived by either party unless expressly waived In writing by the waiving party, No waiver shalf be implied by delay or any other act or omission. No waiver by either party of any provision of this Agreement shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision.

27. Assignment. This Agreement or any duties or obllgations imposed by this Agreement shall not be assignable by Fund Member WithOllt the prior written consent of the Fund.

28. Authorization. Sy the execution of this Agreement, the undersigned Individuals warrant that trn;iy have been authorized by all requisite governance ection to $nWr into and to perform the terms and conditions of tt'lis Agreement.

29. Notice. Unle$s e-xpressly stated otherwise in this Agreement, any notice required or provided under this Agreement by either party to the other party sMII be in writing and shall be sent by first class mall, postage prepaid or bye carrier for overnight service or by electronic means typicalty used In commerce. Notice to the Fund shall be sufficient If made or addressed as follows: TASB Risk Management Fvnd, P.O. Box 301, Austin, Texas 78767•0301, or tasbrmf@tasbrrof. oro. Notice io a Fund Member shall be sufficient if addressed to the Program Coordinator or Fund Member's Chref Exec:utt~ Officer and mailed to Fund Member's physical or electronic address of record on file with the Fund,

lnte11CC<1I Partlclpatlon Agreement ~und Board Approved, April rn, 2012 Pages of a Effect!ve Septem t>er 1, 2012

T000027

08/16/2012 17:15 8305917340 SWTJC BO PAGE 08

30. Signaturns/Counterparts. The faiture of a party to provide an original, manually executed signature to the other party shall not affect the validity or enforceability of this Agreement. either P411rty may rely upon a facsimile or imaged signature as If It were an original. This Agreement may be executed In several separate counterparts, each of which shall be en original and all of which shall constitute one and the same instrument.

WHEREFORE, the parties agree to be bound by this Agreement by signing below.

Date:

Date:

F'rinted Name of Fund Member's Authorized Representative

lntertoc:al Partlclpatlon Agreement .TMa nK M,IINAGIEMSW'I' R1NO Fund Board Appl'Qved, April 15, 2012 Page 6 of 6 Effective September 1. 2012 ~ - ----------------------·--

T000028

Exhibit B

TASB"' TASB Risk Management Fund • 12007 Research Blvd., Austin, Texas 78759-2439 RISK P.O. Box 301 • Austin, Texas 78767-030'1 • 800.482.7276 • tasbrmf.org FUND /\clministered /Jy the Texas /\ssociation of School Boards

Southwest Texas Junior College Contribution & Coverage Summary (CCS)

Participation Period: September 1, 2019 through August 31, 2020

PROPERTY Per Occurrence Deductible Contribution Risk of Direct Physical Loss to Buildings, Personal Property, and Other Limit Structures All Perils Except Wind, Hurricane, and Hail $25,000 $116,585 Blanket Replacement Cost Wind, Hurricane, and Hail $124,721,000 $50,000 Included

Flood $2,000,000 $50,000 Included Earthquake $2,000,000 $50,000 Included Crime $100,000 $5,000 Included

Additional Sublimits and/or Deductibles

Sublimit for Wind, Hurricane, and Hail Loss to single ply $1,000,000 $50,000 Included membrane roofs and accompanying roof systems; all other deductibles apply

Equipment Breakdown

Equipment Breakdown $100,000,000 $25,000 Included

SCHOOL LIABILITY Per Deductible Contribution Claim/Occurrence Limit Professional Legal Liability $2,000,000 $15,000 $17,991 Subject to $2,000,000 Maximum Annual Aggregate

General Liability $2,000,000 $0 Included

Employee Benefits Liability $100,000 $0 Included

PRIVACY & INFORMATION SECURITY Deductible Contribution $100,000 Limit for Privacy Liability $0 Included $100,000 Limit for Claim/Event Response Services Notification costs for up to 10,000 individuals

TASB Risk Management Fund Southwest Texas Junior College Auto, Liability, Property, & Workers' Compensation CCS June 25, 2019 RP232501-2019-1 Page 1 of 6

T000029

AUTOMOBILE Limit Deductible Contribution

Automobile Liability $1,000,000 $1,000 $18,262 $1,000,000 Combined Single Limit Automobile Physical Damage $6,933 Comprehensive Actual Cash Value $1,000 Included Collision Actual Cash Value $1,000 Included

WORKERS' COMPENSATION AGGREGATE DEDUCTIBLE Estimated Payroll and Contribution - Subject to Audit

Classification Estimated Payroll Net Annual Estimated Rate Contribution

7380 - Bus Drivers $0 0.003297 $0 7720 - Police Officers $129,083 0.004108 $530 8810 - Clerical $1,950,501 0.000216 $421 8868 - Professional $16,093,911 0.000584 $9,399 9101 - All Other $1,316,855 0.004324 $5,694

Totals $19,490,350 $16,044

A. Estimated Contribution $16,044 Claims Liability Calculation B. Aggregate Deductible Rate 0.002044390 C. Estimated Payroll per above $19,490,350 D. Estimated Claims Liability (B x C) $39,846 Estimated Maximum Program Cost E. $55,890 (A+D) for the Participation Period

Ancillary Coverage Per Occurrence Deductible Contribution Limit School Crisis Coverage $250,000 $0 $0

$175,815 TOTAL CONTRIBUTION I This is not an Invoice.

TASS Risk Management Fund Southwest Texas Junior College Auto, Liability, Property, & Workers' Compensation CCS June 25, 2019 RP232501-2019-1 Page 2 of 6

T000030

Conditions Property

Named/Numbered Windstorm: The term "Named/Numbered Windstorm" is defined as all loss and damage directly caused by, resulting from or arising out of Windstorm as named or numbered by the National Weather Bureau, National Hurricane Center or any recognized meteorological authority, including but not limited to loss or damage caused by wind driven rain, flood, storm surge, wave wash, surface water, overflow of bodies of water, or spray from any of these.

The term 'Tier 1" shall mean the Texas Counties of Aransas, Brazoria, Calhoun, Cameron, Chambers, Galveston, Jackson, Jefferson, Kenedy, Kleberg, Matagorda, Nueces, Refugio, San Patricio and Willacy.

The term "Tier 2" shall mean the Texas Counties of Bee, Brooks, Fort Bend, Goliad, Hardin, Hidalgo, Jasper, Jim Wells, Liberty, Live Oak, Newton, Orange, Victoria and Wharton.

The term "Harris County" shall mean the Texas County of Harris. Location: A single street address where Covered Property is sited.

Flood Zone Exclusions: As to the Flood endorsement, Fund Member properties are excluded from coverage if they are located in certain Special Flood Hazard Areas (SFHA) identified on the Flood Insurance Rate Map. Fund Member property in the following SFHAs are excluded: Zone A, Zone AO, Zone AH, Zones A1-A30, Zone AE, Zone A99, Zone AR, Zone AR/AE, Zone AR/AO, Zone AR/A1-30, Zone AR/A, Zone AR/AH, Zone V, Zone VE, Zone VO, and Zones V1-V30. Fund Members with such properties should seek coverage under the National Flood Insurance Program (NFIP) or other Flood Program.

Other Limits: If more than one Per Occurrence Limit may be applicable, the Fund shall determine which limit will apply.

Statement of Values: Fund Member has provided the Fund with the most current and accurate statement of values for all applicable property, including a complete and accurate listing of vehicles owned by the Fund Member. Fund Member agrees to allow the Fund to conduct property appraisals of the Fund Member's property on a periodic basis and agrees to accept values provided by the Fund.

Salvage: The Fund will have the right, in its sole discretion, to exercise rights of salvage to any damaged property paid for or replaced under the terms of this Agreement.

Claims Reporting: Fund Member will provide to the Fund timely notice of all claims as required in the lnterlocal Participation Agreement and the Fund's Coverage Agreement.

Single Ply Membrane: 'Single Ply Membrane' is synthetic roofing material that includes but is not limited to EPDM, TPO, and PVC membranes.

Liability

Prior Acts: Fund Member certifies that all known or reported acts for which it is reasonably believed may result in a legal claim against the Member, have been fully disclosed. Additionally, Fund Member acknowledges that this coverage excludes any claims arising from such known or reported acts. This Agreement does not void coverage afforded to Fund Member under any previous Fund Agreement.

Claims Reporting: Fund Member will provide to the Fund timely notice of all claims as required in the lnterlocal Participation Agreement and the Fund's Coverage Agreement.

TASS Risk Management Fund Southwest Texas Junior College Auto, Liability, Property, & Workers' Compensation CCS June 25, 2019 RP232501-2019-1 Page 3 of 6

T000031

Automobile

Statement of Values: Fund Member has provided the Fund with the most current and accurate statement of values for all applicable property, including a complete and accurate listing of vehicles owned by the Fund Member. Fund Member agrees to allow the Fund to conduct property appraisals of the Fund Member's property on a periodic basis and agrees to accept values provided by the Fund.

Salvage: The Fund will have the right, in its sole discretion, to exercise rights of salvage to any damaged property paid for or replaced under the terms of this Agreement.

Claims Reporting: Fund Member will provide to the Fund timely notice of all claims as required in the lnterlocal Participation Agreement and the Fund's Coverage Agreement

Workers' Compensation - Aggregate Deductible

Benefit Limits: Workers' Compensation benefits paid to Fund Member's employees under this Agreement will be as defined in the Texas Workers' Compensation Act (the Act). The Fund is responsible for claims payments as reflected in this CCS. This Agreement does not cover the defense of any suit or claim against a Fund Member except a workers' compensation claim by an eligible employee or former employee of Fund Member for the payment of statutory workers' compensation benefits.

Cooperation: Fund Member agrees to use the Fund's contractors for services related to the administration of claims and to follow the Fund's election under Section 504.053 of the Labor Code to direct care through the Political Subdivision Workers' Compensation Alliance.

General

Coverage: Coverage terms and limits provided are as set out in this CCS and the Fund's Coverage Agreement for this participation period.

Definitions: Any terms not defined in this CCS will use the definition for that term from the corresponding Fund coverage agreement.

Payment: The Fund Member agrees to pay contributions based on a plan developed by the Fund. All contributions are payable upon receipt of an invoice from the Fund. The Fund shall determine the applicable program for each contribution. Termination under this Agreement of any program shall not affect the remaining programs.

Termination: This CCS may be terminated by either party with termination to be effective on any successive renewal date by giving written notice to the other party no later than 30 days prior to automatic renewal in accordance with Section 4(a) of the lnterlocal Participation Agreement. If this CCS is not terminated, the renewal CCS becomes effective on the automatic renewal date and the member shall be bound by the terms of the renewal CCS.

TASS Risk Management Fund Southwest Texas Junior College Auto, Liability, Property, & Workers' Compensation CCS June 25, 2019 RP232501-2019-1 Page 4 of 6

T000032

Program Coordinators

Coordinator: The Fund Member is required to designate a Program Coordinator (Coordinator) with express authority to represent and bind the Fund Member in all program matters. Below are the current program coordinators as we have listed. Property - Oscar Garcia Liability - Oscar Garcia Automobile - Oscar Garcia Workers' Compensation - Oscar Garcia

If a Coordinator's name and contact information is not provided above, the current designated Coordinator and contact information will need to be completed below:

Program Name Title Address Phone Email Property

Liability Automobile

Workers' Compensation

TASB Risk Management Fund Southwest Texas Junior College Auto, Liability, Property, & Workers' Compensation CCS June 25, 2019 RP232501-2019-1 Page 5 of 6

T000033

Fund Member Authorization: I approve this Contribution and Coverage Summary (CCS) and certify that this information is correct. I affirm that I am duly authorized to approve this CCS and that I have read and agree to this CCS and the lnterlocal Participation Agreement.

Authorized signature □ a~ I

<ilc,, C c_<(, {:,'ayc,'o._ Printed name

TASB Risk Management Fund Southwest Texas Junior College Auto, Liability, Property, & Workers' Compensation CCS June 25, 2019 RP232501-2019-1 Page 6 of 6

T000034

PROPERTY COVERAGE AGREEMENT

PART A GENERAL

I. The TASB Risk Management Fund (the Fund) provides coverage for property risk. This coverage relres on information provided by the Fund Member and is contingent on the member's full compliance with the Agreements: collectively, this Property Coverage Agreement (Coverage Agreement), the Contribution and Coverage Summary (CCS), and any other agreements between the Fund and the Fund Member relating to coverage under this Coverage Agreem~nt.

II. This Coverage Agreement is a risk sharing and risk participation agreement, and not a contract of insurance. The Fund is not an insurance company and its members are not insureds. Rather, the Fund is a self-insured risk pool through which its members agree to share risks and actively participate in their contractual obligations to lessen risk and cost for all members. For an agreed upon contribution, the Fund provides coverage for Direct Physical Loss (Loss) to Covered Property resulting from an Occurrence during the Participation Period in excess of any deductible. The provisions of the Agreements may limit or exclude coverage for any Loss. The Fund, in its sole discretion, shall determine to what extent, if any, coverage applies. The Fund Member and the Fund agree that, as sophisticated entities, any interpretation of the Agreements' coverage provisions shall reflect the risk sharing nature of the Fund's purpose and the Fund Member's rfsk partidpation obligations contained in the Agreements, and will be decided in favor of the member sharing risk with the Fund rather than transferring risk to the Fund.

Ill. The following balded terms are defined and applicable throughout this entire Coverage Agreement:

A. Direct Physical Loss (Loss) means sudden, unanticipated, and unforeseen Damage or Aesthetic Impairment resulting from an Occurrence.

B. Damage means physical harm to Covered Property that substantially reduces its ability to function. Damage does not include physical harm that does change the appearance of Covered Property but does not substantially reduce the service, usefulness, or utility of such Covered Property, Final determination of the service, usefulness, or utility of Covered Property shall be at the sole discretion of the Fund.

C. Aesthetic Impairment is not Damage but is physical harm that conspicuously and substantially disfeatures Covered Prol)erty w ithin an easily observable public view. Final determination of Aesthetic Impairment shall be at the sole discretion of the Fund.

D. Occurrence means any single incident or event; or, a series of related incidents or events resulting from the original Occurrence. However, an incident or event involving wind or hail that occurs during a continuous pertod of 72 hours shall be deemed a single Occurrence.

E. Participation Period means the effective dates of coverage under this Coverage Agreement as stated in the ccs.

F. Covered Property means the Fund Member's legal interest in Building(s), Personal Property, and Other Structures as outlined below:

1. Building(s) means:

a. A permanent building structure;

b. Everything that is permanently part of the building;

ltJ TASB"" RISK FUND Proper ty Coverag~ Agreement Effective 9/1/2019 © i o19 TASS Ris~ Management Fund Page 1 of 10 76

T000O35

c. Additions and extenslons attached to the building; and

d. Fixtures, machinerv, and equipment constituting a permanent part of, and pertaining to the service of, the buildYng.

2. Personal Property means items or property owned by the Fund Member at any location. Personal Property includes but is not limited to!

a. Building contents;

b. Furniture and fixtures;

c. Books and educational mate.rials or other supplies;

d. Tools and sports equipment;

e. landscape and maintenance equipment;

f. Electronic data processing equipment and media such as servers, computers, monitors, laptops, tablets, disc drives, dists, and other media on which data is stored;

g. Self-propelled motor driven equipment (such as lawnmowers, golf carts, all-terrain vehicles, forklifts, or tractors) that is not registered for use on public roads; and

h. Personal property of others under the Funq Member's care, custody, and control ttirougn a written lease or rental agreement.

3. Ottier Structures means a structure, other than a Building, that is located outdoors and used in connection With the operattons of the Fund Member. Other Structures include, but are not limited to:

a. Portable buildings, sheds, covered walkways, and awnings;

b. Signs, whether or not attached to a Building or structure;

c. Stadiums and athletic fields, including bleachers, grandstands, and natural or artificial grass surfaces that serve as playing fields for school eve.nts;

d. Lights, lighting supports, and flagpoles;

e. Radio and television towers and antennas;

f. Playground equipment;

g. Fences or retaining walls not constituting a part of a Building; and

h. Swimming pools, including diving platforms and related equipment.

G. Pollutant means any solid, liquid, gaseous, or thermal irritant or contaminant, including but not limited to petroleum products, asbestos, smoke, vapor, lead, soot, fumes, acids, alkalis, electromagnetic radiation, Mold, chemicals, and waste. Waste includes but fs not limited to materials to be recycled, reconditioned, or reclaimed.

l ►J RISK TAsa~ Property Coverage Agreement Effective 9/1/2019 FUND © io19 TASS Ris~ Management Fund Page 2 of 10 77

T000O36

H. Mold means any type or form of fungus, including mold or mildew, and any mycotoxins, spores, scents, or byproducts produced or released by fungi.

PARTS PROPERTY COVERAGE

I. The Fund will pay for Direct Physical Loss (Loss) to Covered Property resulting from an Occurrence during the Participation Period that is in excess of all applicable deductibles and within t he limits of coverage shown in the CCS orin this Coverage Agreement All applicable deductibles apply separately. All sublimits are within the overall limits of this coverage unless otherwise indicated.

A. Prior to payment for Covered Property subjected to Loss, the Fund M ember shall notify the Fund in writing of their irrevocable decision to accept one of two settlement options under the provisions of this Part B: i) to repair or replace the Covered Property subjected to Loss, or ii) to receive a payment for the Actual Cash Value (ACV) of the Covered Property subjected to Loss. This mandatory election by the Fund Member shall occur as soon as practicable, but in no event later than 180 days from the date of the Loss. Should the Fund Member elect to repair or replace under option 'i,' the Fund will make contemporaneous payments for the Loss on a schedule agreed to by the Fund and the Fund Member and related to the members' contractual obligations for any repair or replacement. Alternatively, should the member elect to receive the ACV under option 'ii,' this payment will be issued immediately. ACV is computed by subtracting the depreciation of the Covered Property subjected to Loss from the actual replacement cost of the Covered Property, using material of like kind and quality at the time of Loss. Repair or replacement must be complete within 365' days of the above election notice to the Fund, unless an extension is requested in writing by the Fund Member and granted by the Fund within this same period. If repair or replacement is not complete and an extension not requested or granted during this period, payments made prior to the end of this period will be the full and final payment for the Loss. In no event will the Fund pay more than the actual cost incurred by the Fund Member to repair or replace, with material of like kind and quality, the Covered Property subjected to Loss, or pay more than the limits outlined in this Coverage Agreement and applicable CCS. Any discovered excess payment made by the Fund shall be due immediately to the Fund. The maximum paid for repair or replacement cost shall not exceecj the lowest amount of the following:

1. The limit(s) or sublimit(s) of liability under this Coverage Agreement or applicable CCS;

2. The actual and necessary cost to repair or replace the Coveted Property subjected to Loss with material of like kind and quality and for the same, use and occupancy of the premises; or

3. The amount actually and necessarily spent to repair or replace the Covered Property subjected to Loss.

PARTC LIM ITED COVERAGE, EXCLUDED COVERAGE, ANO EXCLUDED LOSS

I. The Fund will pay for Loss under Limited Coverage, Excluded Coverage, or Excluded Loss as follows:

A. For paragraphs notated as "Limited Coverage," the Fund will pay for a Loss that is in excess of all .applicable deductible amounts, within the per Occurrence limit, within the sublimits and conditions described in that paragraph, and unless otherwise excluded:

1, Limited Coverage- New construction of or renovation to Buildings and Other Structures: The Fund will pay up to $1,000,000 for Loss to Buildings and Other Structures while under new construction or renovation by the Fund Member's employees. This limit applies to Loss arising from the work, materials, and activities related to the new construction or renovation, or any portion thereof, by the Fund

l¼J TASB''' RISK FUND Property Coverage Agreement Effective 9/1/2019 © io19 TASB Ris~ Management Fund Page 3 of 10 78

T000O37

Member's employees. Loss is excluded if it arises from new constructfon of or renovation to Buildings and Other Structures under written contract with and performed by third parties or is covered under any other coverage or insurance policy. Coverage under t his paragraph does not extend to materials, supplies, tools, and equipment of others while located on the premises, unless otherwise covered under Part A, 111. F.2.h ..

2, Limited Coverage-Landscaping, athletic field surfaces, or grass surfaces: The Fund w!ll pay for Loss to landscaping, athletic field surfaces, or grass surfaces as follows:

a. For landscaping, the Fund will pay up to $1,000 for the removal and replacement for the total Loss of any single tree, shrub, or landscaping plant caused by vehicles, vandalism, theft, fire, wind, haTI, or other covered weather-related Occurrence. The Fund will pay no more than $25,000 per Occurrence under this sub-paragraph, and this coverage does not apply to Loss resulting from disease, drought, heat, freezing, flood, improper maintenance, or Jack of maintenance.

b. For athletic field surfaces (either natural or artificial) or grass surfaces, the Fund will pay for Loss unless caused by disease, drought, heat, freezing, flood, improper maintenance, or lack of maintenance.

3. Limited Coverage- Articles of art, statues, or antiques: The Fund will pay up to $100,000 for Loss to art, statues, antiques, or other items of historical or sentimental value including but not limited to paintings, etchings, photographs, pictures, tapestries, antique furniture, rare or out-of-print books, antique silver, rare glassware, awards, or other rare or hard to replace items ..

4. Umited Coverage- Debris removal: The Fund wfll pay for debris removal only if 1t arises out of an otherwise covered Loss to Covered Property. The limit of coverage for debris removal will be the reimbursement of actual cost up to 25 percent of the covered Loss.

5. Umited Coverage- Increased cost due to code enforcement or compliance: The Fund will pay an additional amount on an otherwise covered Loss to comply with any building or construction code, ordinance, or law that regulates repair, reconstruction, or demolition, The limit of this coverage will be the reimbursement of actual cost of such compliance up to 10 percent of the amount of the covered Loss per structure, not to exceed $1,000,000 per Occurrence.

6, Limited Coverage-Pollutant clean-up: The Fund Will pay up to $100,000 to extract Pollutants from land or water located on Fund Member's Covered Property if the Fund Member incurs such expenses arising out of an otherwise covered Loss.

7. Umited Coverage-Electronic records and data: The Fund wfll pay up to $50,000 for the actual cost of repla,ement or recovery of information stored on electronic data processing equipment and media, such as records, data, or software, resulting from a covered Loss.

8. Limited Coverage- EXtra expense and loss 1n revenue: The Fund wHI pay up to $500,000 to cover the actual costs incurred by the Fund Member for extra expense or loss in revenue resulting directly from the interruption of operations as a result of an otherwise covered Loss. Extra expense means additional costs that a Fund Member incurs to continue operations while (ts Covered Property is being repaired or replaced after a covered Loss. Loss in revenue means a reduction in income to the Fund Member from any source excluding state and federal funding, taxes, and public or private grants. The extra expense and loss in revenue limit cannot be used to pay for the cost of repairing or replacing any of the property or any consequential loss.

l#J TAsarw RISK FUND Property Coverage Agreement Effective 9/1/2019 © iot9 TASS Ris~ Management Fund Page 4of10 79

T000038

9. Limited Coverage-Food spoilage: The Fund will pay up to $100,000 to cover the actual cost for replacement of food and beverage that is spoiled resulting from a covered Loss.

10. Limited Coverage-Aesthetic Impairment: The Fund will pay up to $100,000 per Occurrence for physical harm considered an Aesthetii: Impairment to Covered Property resulting from an otherwise covered Loss. In the event such Aesthetic Impairment affects Covered Property that is a metal roof, the Member may elect to waive Its right to this payment and instead be paid for the Aesthetic Impairment at 50% of final repair or replacement cost of a metal roof up to $1,000,000 per Occurrence, with no A.CV payment available.

11. Limited Cove~age-Valuable papers and records: The Fund wlll pay up to $50,000 for Loss to vital records such as Written, printed, or otherwise inscribed documents and records, fncluding books, maps, films, drawings, abstracts, deeds, mortgages, and manuscripts, provided the documents were appropriately secured and maintained.

12. Limited Coverage-Animals: The Fund will pay up to $25,000 for Loss to livestock owned by the Fund Member. The Fund will not pay for Loss caused by illness or disease, neglectful care, or mysterious disappearance. The amount the Fund will pay will be based on the fair market value of comparable livestock at the time of Loss. The payment will not consider competitive livestock show value.

B, For paragraphs notated as "Excluded Coverage," the Fund does not provide coverage for the described property under this Coverage Agreement, unless otherwise fndicated fn that paragraph :

1, Excluded Coverage-Vacant Buildin_gs or Other Structure: if a Building or Other Structure is vacant and the Loss is caused by arson, vandalism, sprinkler leakage, glass br.eakage, water, theft, or attempted theft, coverage is excluded unless coverage for the vacant Building or Other Structure has specifically been extended in writing by the Fund. "Vacant" means a Building or Other Structure is abandoned, is no longer capable of intended Fund Member operations, or is set for dernolishrnent. Personal Property wi thin a vacant Building or Other Structure is excluded if Loss occurs under this paragraph.

2. Excluded Coverage-Property sold by the Fund Member under conditional sale, trust agreement, installment plan, or other deferred payment plan after delivery to customers.

3. Excluded Coverage-Accounts, bills, currency, deeds, evidences of debt, money or securities, furs, jewelry, predous metal, or precious stones, except as covered' under Crime and' Employee Dishonesty Endorsement.

4. Excluded Coverage -Property· of others, except personal property that is under the care, custody, and control of the Fund Member through a written lease or rental agreement.

5. Excluded Coverage- Any self-propelled motor driven equipment registered for use on public roads; or any automobiles, motor vehicles, trailers, or semi-trailers, whether registered or riot

6. Excluded Coverage-Land.

7, Excluded Coverage- Aircraft or motorized watercraft, including their motors, egulpment, and accessories. This exclusion shall not apply to drones or Unmanned Aerial Vehicles.

8, Excluded Coverage-Transmission and distribution lines of every type except when on the Fund Member's premises.

9. Excluded Coverage- Offshore oil rigs, platforms, and property contained thereon.

1 ►1 RISK TASB"' Proper ty Coveragi! Agreement Effective 9/1/2019 FUND © i o19 TASS Ris~ Management fund Page S of 10 80

T000O39

10. Excluded Coverage- Dams or dfkes.

11. Excluded Coverage-Growing crops.

C. For paragraphs notated as "Excluded Loss," the Fund will not provide coverage for Loss caused directly or indirectly by the described Occurrence, unless otherwise indicated in that paragraph :

1, Excluded Loss-Loss caused by rain, snow, sand, or dust, whether driven by Wind or not, unless the Building sustains a Loss to roof or walls resulting from an Occurrence.

2. Excluded Loss-Loss caused by animals, birds, vermin, or termites or other insects.

3. Excluded Loss-All Loss to Covered Property arising out of Named and Numbered Windstorm in counties located in Tier 1 and Tier 2 or in Harris County.

4. Excluded Loss- Loss caused by flood, $lirface water, waves, tidal water or tidal wave, storm surge, overflow of streams or·other bodies of water, or spray from any of the foregoing, all whether driven by wind or not.

5. Excluded Loss-Loss caused by water below the surface of the ground, including water that exerts pressure on, or flows, seeps, or leaks through, any sidewalks, driveways, foundations, walls, basements, pavement, Windows, doors, or any other openings in Covered Property. If an otherwise covered Loss ensues, coverage will extend to the .ensuing loss.

6. Excluded Loss-Loss caused by continuous or repeated seepage, leakage, penetration, transpiration, or intrusion of water or steam from any system of heating, air conditioning, automatic fire protective sprinkler, or plumbing, or from any appliance.

7, Excluded Loss-l oss caused by earth movement, including but not limited to earthquake, landslide, or mudflow, or earth s[nking, rising, or shifting.

8, Excluded loss-toss caused by sett ling, swelling, cracking, shrinkage, bulging, or expansion of any pavements, foundations, walls, floors, roofs, or ceilings.

9. Excluaed Loss-loss caused by faulty workmanship to, the use of faulty or defective materials with1 or inadequate maintenance to ahy property on or off the described premises.

10. Excluded Loss-Loss caused by faulty or inadequate planning, zoning, site preparation, development, design, remodeling, or construction.

11. Excluded Loss-Loss caused by wear and tear, deterioration, rust, corrosion, erosion) wet or dry rot, or inherent or latent defect.

12. Excluded Loss- Loss caused by delay, interruption of operations, or consequential loss of any nature, except as otherwise allowed by this coverage.

13. Excluded Loss- Loss caused by mechanical breakdown, includ!ng rupture or bursting caused by centrifugal force.

14. Excluded loss-Loss caused by inherent detect, failure or breakdown of machinery or equipment. If an otherwise covered loss ensues, coverage will extend to the ensuing Loss.

II TAsa~ RISK FUND Property Cov eragi! Agreement Effective 9/1/2019 © i o19 TASS Ris~ Management Fund Page 6 of 10 81

T000040

15. Excluded Loss-Loss caused by events inside steam boilers, steam pipes, steam turbines, or steam engines, unless the Loss is caused by combustion explosion inside the equipment and the equipment is owned, leased, or operated by the Fund Member.

16. Excluded Loss-Loss caused by power, heating, or cooling system failure due to the disruption of power· or other utility service supplied to the Fund Member, unless the failure of service is a direct result of an otherwise covered Loss. If an otherwise covered Loss ensues, coverage will extend to the ensuing Loss.

17. Exel uded Loss-Loss caused by artificially generated electrical currents, unless Loss by fire or explosion ensues. If an otherwise covered Loss ensues, coverage will extend to the ensuing Loss.

18. Excluded Loss-loss caused by smog, smoke, vapor, or gas from third-party agricultural or industrial operations.

19. Excluded Loss-Loss caused by, and expense from, the removal or other treatmeht of substances that are. considered physically harmful to humans. This exclusio11 includes but is not limited to the removal of asbestos, Mold, chemicals, metals, or other sources of contamination, and whether such activities are voluntary, imposed by law, or required by administrative rulings of a governmental agency..

20. Excluded Loss-Loss caused by, and expense from, Mold or other fungus. This includes but is not limited to any cost for testing, monitoring, repair, remediation, rebuilding, restoration, or replacement due to Mold or other fungus.

21. Excluded Loss-Loss caused by, and expense from, the actual, alleged, or threatened discharge, dispersal, seepage, migration, release, or escape of Pollutants, except as ~rovIded elsewhere in this Coverage Agreement.

22. Excluded Loss- Loss caused by nuclear reaction, nuclear radiation, or radioactive contamination, regardless of cause.

23. Excluded Loss-Loss caused by seizure or destruction of Covered Property by order of governmental authority.

24. Excluded Loss-Loss caused by war, undeclared or civil war, warlike action by a military force, including action 'in hindering or defendihg against an actual or expected attack, by any government, sovereign, or other authority using military personnel or other agents.

25. Excluded Loss-Loss caused by insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering ordefending against any of these.

26. Excluded Loss-Loss caused by any acts of terrorism or actions taken by any government branch or agency ih response, This exclusion applies whether or not any acts of terrorism are committed in concert with or on behalf of any organizatron or government.

27. Excluded Loss-Loss caused by, or as a result from, any legal proceeding.

28. Excluded Loss- Loss caused by neglect of the Fund Member to use all reasonable means to save and preserve the Covered Property at the time of ,and after an Occurrence.

29. Excluded Loss-Loss to any plumbing system caused by an Occurrence if any ensuing l oss is otherwise excluded.

1 ►1 RISK TASB"" Proper ty Coverag~ Agreement Effective 9/1/2019 FUND © io19 TASS Ris~ Management Fund Page 7 of 10 82

T000041

PART D OTHER INSURANCE OR COVERAGE

I. If a claim is made that is covered under more than one Fund coverage agreement provided to the Flmd Member, the Fund will determine which coverage agreement, limits, and deductibles that will apply. It is the intent of this provision that there be no accumulation or stacking of Fund coverage.

II. If there Is other coverage or insurance covering the same Loss, the Fund will pay only for the amount of covered Loss in excess of the other coverage or insurance, whether the Fund Member can collect on it or not. In no event will the Fund pay more than any applicable limit of coverage.

PARTE FUND MEMBER DUTIES

I. The Fund Member agrees to maintain and report to the Fund an accurate record of Buildings and Other Structures.

II. In case of a Loss to Covered Property, the Fund Member must:

A, Note the condition precedent notification of Loss requirements in CONDITIONS, Part F II.

B. Notify the proper law enforcement agency in case of a Loss caused by employee dishonesty, crime, theft, vandalism, or other violation of a law;

C. Cooperate fully and assist the Fund in its investigation and adjudication of claims including but not limited to providing reasonable and timely access to Fund Member property, personnel, records, contracts, or any other elemenf of the claim as often as the Fund reasonably requires, and communicate directly with the Fund and not through third parties unless agreed to by the Fund;

D. Solicit multiple quotes for repair or replacement of Covered Property when requested by the Fund;

E. Agree to the use of any Fund preferred vendor panel;

F. Protect Covered Property by making temporary repairs, providing security, or taking other actions as reasonable and necessary to mitigate further harm;

G. l(eep an accurate record of repair expenses, including original receipts, that support cl alms and provide such records, photographs, and related documents as requested by the Fund;

H. Furnish a complete description of Covered Property subjected to Loss, including an inventory of damaged Personal Property showing the quantity and description of Loss;

I. Comply with all legal requirements for securing contractors, professionals, and other service and labor providers to perform the necessary work and compensate them at the prevailing competitive rates in the area; and

f. Pur~ue all potential warranty claims for Covered Property subjected to Loss as soon as practicable after the Loss and independently from any claim with the Fund. In the event of any possible warr.anty recovery, the Fund Member shall notify the Fund immediately. If the Fund Member elects to repair or replace the Covered Property under Part BI.A., any warranty recovery, whether monetary or otherwise, shall be the primary recovery for the Fund Member. If the Fund determines that the Fund Member has reasonably

1 ►1 RISK TASB''' Property Coverage Agreement Effective 9/1/2019 FUND © i o19 TASS Ris~ Management Fund Page 8 of 10 83

T000042

exhausted pursuit of any warranty· claim, the Fund shall then be liable as otherwrse payable under this agreement for repair or replacement of only the portion of the Covered Property subjected to loss not repaired or replaced under warranty. If a Fund Member elects to receive an ACV payment under Part B I.A. and subsequently recovers under any warranty, an immediate reimbursement to the Fund of the full ACV payment is required. Because the payment election type under Part B I.A. is irrevocable, the Fund 1s not obligated for further payment on such Loss.

PARTF CONDITIONS

I, Failure to corn ply With ahy of the provisions of this Coverage Agreement may result in a delay or denial of a claim or loss of coverage.

II. This coverage will apply on the condition that the Fund Member gives the Fund notice of any Loss as soon as possible, but in no event more than 365 days from the date of the Occurrence. Because time is of the essence, the Hind Member agrees that: this notice provision is a condition precedent to this coverage; that it is a substantial and materi al breach by the Fund Member of this Coverage Agreement to report any Loss more than 365 days from the date of the Occurrence; and that no coverage is available to the Fund Member if the Fund Member reports any Loss after such date.

Ill. The Fund Member agrees to regularly inspect and maintain in good condition all Covered Property as a condition of coverage. Any failure to do so that results in greater Loss may result in a denial of coverage, The Fund may request a copy of the Fund Member's maintenance and fnspectlon logs to verify compliance.

IV. There can be no abandonment of any Covered Property to the Fund.

V.. The Fund has the option to take possession and title of all or any part of the Covered Property subjected to loss upon payment of the cost to rebuild or replace the Covered Property with other material of like kind a/"ld quality.

VI. Assignment of interest under this Coverage Agreement shall not bind the Fund, and any assignment by a Fund Member shall be prohibited if the assignment inhibits the Fund's direct communications with the member, as determined by the Fund.

VII. In the event of insolvency of the Fund Member, the Fund shall not be relieved of the payment for Loss under this Coverage Agreement.

VIII. All coverage provided by the Fund may be jeopardized if any Fund Member or Fund Member's representative has with respect to this Coverage Agreement:

A. Failed to provide complete and accurate statements of material facts in any document required by the Fund, including, but not limited to, applications, worksheets, audit sheets, disclosure statements, loss forms, exhibits, renewal information forms, claim history (fncluc:Hng pending or potential claims), and requests for proposals;

B. Intentionally concealed or misrepresented any material fact or circumstance;

C. Engaged 1n fraudulent conduct; or

D. Made false statements.

f+J TAs a ~ RISK FUND Property Coverag~ Agreement Effective 9/1/2019 © io19 TASB Ris~ Management Fund Page 9 oflO 84

T000043

IX. No action shall be taken against the Fund unless, as a condition precedent1 the Fund Member has fully complred with all provisions of the Agreements. No person has a right under this Coverage Agreement to join the Fund as a party or otherwise bring it into a suit filed against the Ft.tnd Member.

X. The Fund's coverage will commence once any new construction or renovation fs completed by the contractor, accepted by the Fund Member, and reported in writing to the Fund.

XI. The Fund or its designee agrees to administer all claims for which Fund Member has coverage after Fund Member provides timely written notTce to the Fund. Fund Member hereby authorizes the Fune.I or its designee to act in all matters pertaining to handling of claims for which Fund Member has coverage pursuant to this agreement. Fund Member expressly agrees that the Fund has sole authority in all matters pertaining to the administration of claims and grants the Fund or its designee full decision-making authority in all matters. Fund Member further agrees to be fully cooperative in supplying any information reasonably requested by the Fund in the handling of claims·. All decisions on individual claims shall be made by the Fund or its designee, including, without limitation, decisions concerning claim values, payment due on the claim, settlement, subrogation, litigation, or appeals,

fi-J TASB~ RISK FUND Property Coverag~ Agreement Effective 9/1/2019 © 2019 TASB Ris~ Management Fund Page 10 of10 85

T000044

FlOOD ENDORSEMENT

I, This endorsement modifies coverage under the Property Coverage Agreement. Coverage is amended, as set forth in this endorsement,. and deletes the language related only to Flood as included in Part C "Limited Coverage, Excluoed Coverage, and Exduoed Loss" of the Property Coverage Agreement. Coverage under this Flood Endorsement is excluded as an Occurrence if coverage is otherwise extended under the Named/Numbered Windstorm (NWS) Endorsement. For this Flood Endorsement, Flood means: a general and temporary condition of partial or complete inundation of normally dry land areas from the overflow of inland or tidal waters; the unusual and rapid accumulation or runoff of surface waters from any source; or a river or flow of liquid mud proximately caused by flooding. Flood does not include any of the following if wind- driven and resulting frotn a Named or Numbered Windstorm: tidal water, tidal wave, storm surge or spray.

II. The Fund will pay for the amount of a Loss to Covered Property resulting from Flood that is in excess of the oeductible amount up to $2,000,000 per Occurrence/annual aggregate or the limit of coverage. spedfied ih the Contribution and Coverage Summary (CCS), wi th the CCS amount controlling. For this endorsement coverage to apply1 the Covered Property must be located in either Low-risk flood zones (Zone C or X-unshaded) or Moderate-risk flood zones (Zones B or X- shaded) as desi gnated by the National Flood Insurance Program (NFIP) Flood Insurance Rate Map (FIRM). Under this Flood Endorsement, the Low-risk zones and Moderate-risk zones are handled individually as follows:

A. For Loss in Low-risk flood zones (Zones C and X-unshaded), the Fund will pay in excess of NFIP or any other flood coverage acquired by the Fund Member for these zones; and

B. For Loss in Moderate-risk flood zones (Zones Band X-shaded), the Fund will pay in excess of the maximum policy limits available for buildings or contents from NFIP or any other flood coverage applicable to these zones whether the Fund Member acquires such coverage or not.

Ill. The deductible shown on the CCS applres as follows: for Loss in Low-risk flood zones (Zones C or X- unshaded), the deductible only applies if other flood coverage has not been acquired; for Loss in Mooerate-risk flood zones (Zones B or X-shaded}, the deductible is waived, whether the member acquires such underlying flood coverage or not.

IV. Fund Member Covered Property is excluded from coverage under this endorsement if it is located in certain Special Flood Hazard Areas (SFHA) identified on the Flood Insurance Rate Map (FIRM): Zone A, Zone AO, Zone AH, Zones A1-A30, Zone AE, Zone A99, Zone AR, Zone AR/AE, Zone AR/AO, Zone AR/Al-30, Zone AR/A, Zone AR/AH, Zone V, Zone VE, Zone VO, and Zones V1-V30.

V. All other provisions of the Property Coverage Agreement and CCS remain applicable.

Flood Endorsement Property Coverage Agreement , , TASB"' fffective 9/1/2019 RISK FUND © 2019 TASB Risk Management Fund

Page 1 of1

T000045

EARTHQUAKE ENDORSEMENT'

I. This endorsement modifies coverage provided under the Property Coverage Agreement. Coverage is amended, as set forth in this endorsement, to modify the language related only to "earthquake" as included in Part C "Limited Coverage, Excluded Coverage, and Exduded Loss" in the Property Coverage Agreement.

II. The Fund will pay for the amount of a Loss to Covered Property resulting from earthquake that is in excess of t he deductible amount up to $2,000,000 per Occurrence/annual aggregate or the limit specified in the Contribution and Coverage Summary (CCS), with the CCS amount controlling.

Ill. If more than one Occurrence involving an earthquake occurs within a period of 72 hours during the term of this coverage, such Occurrence, including aftershocks, shall be deemed to be a single Occurrence.

,q'" TASB'.. RISK Earthquake Endorsement Property Coverage Agreement FUND Effective 9/1/2019 © 2019 TASS Risk Management Fund Page 1 of 1

T000046

CRIME AND EMPLOYEE DISHONESTY ENDORSEMENT

I. This endorsement modifies the Fund's Property Coverage Agreement related to limitations for money and securities included in Part C I.B.3.

II. The Fund will pay up to $100,000 or the limit specified in the Contribution and Coverage Summary (CCS), with the CCS amount controlling, and only for an Occurrence involving:

A. a loss of money or securities in excess of the deductible that the Fund Member sustains as a result of an employee's fraudulent or dishonest act (including embezzlement or forgery) or omission in the performance of the employee's duty. Coverage applies whether an employee acted alone or in collusion with others; or,

B. a loss of money or securities by their actual destruction, disappearance, burglary, or robbery.

Ill. This endorsement applies to any past such Occurrence discovered by the Fund Member during the Participation Period and reported to the Fuhd during the Participation Period or within 30 days after the expiration of the Participation Period .. Fraudulent or dishonest acts by an employee, whether an individual act, the combined total of all separate acts whether or not related, a series of acts whether or not related, or collusion between employees regarding the any of these, shall be treated as one fraudulent or dishonest act and considered a single Occurrence.

IV. This endorsement applies only to money and securities owned by the Fund Member, or only to money in the possession of the Fund Member but owned by a Fund Member-affiliated entity at the time of loss. Coverage under this endorsement cancels immediately with respect to an employee upon discovery by the Fund Member of any dishonest act by that employee covered under this endorsement. This endorsement is not applicable for loss caused by any employee required by law to be individually bonded.

Crime and Employee Dishonesty Endorsement

fi-J TASB~ RISK FUND Page 1 ofl Property Coverage Agreement Effective 9/1/2019 © 2019 TASB Risk Managem ent Fund

T000047

TASB RISK MANAGEMENT FUND EQUIPMENT BREAKDOWN COVERAGE SUMMARY

These coverages apply to the Fund Member's Covered Property under the TASB Management Fund's Property Coverage Agreemen t .

Coverages Limits

Equipment Breakdown Limit .......................... As stated in the Contribution & Coverage Summary (CCS). Property Damage............................................. Included Business Income.. ............................. .... ........ ... Included Extra Expense................................. ................. Included Contingent Business Income........................... $250,000 Data Restoration.................. ............................ $250,000 Demolition......... ... ................................ ........... $1,000,000 Excavation Costs. ... .......................................... $25,000 Expediting Expenses........................................ $250,000 Hazardous Substances..................................... $250,000 Newly Acquired Locations............................... Included Off Premises Equipment Breakdown.............. $500,000 Ordinance or Law............................................ $1,000,000 Perishable Goods............................................. $250,000 Public Relations .......................... ..................... $5,000 Service Interruption.... .............. ......... .............. Included

Deductibles

As stated in the Contribution & Coverage Summary (CCS).

Other Conditions

Newly Acquired locations -90 Days Extended Period of Restoration - 30 Days

[additional Other Conditions may be added to reflect individual referral account needs]

Equ ipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019 TASB Risk Management Fund Page 1 ofl

T000048

EQUIPMENT BREAKDOWN COVERAGE AGREEMENT

In consideration of the contribution charged, and in reliance upon the TASB Risk Management Fund Member's statements and representations, and subject to the lnterlocal Participation Agreement, the Participation Period and coverage 11mits stated in the Contribution and Coverage Summary1 the Equipment Breakdown Coverage Summary, and the terms, Exclusions, and Conditions of this Equipment Breakdown Coverage Agreement, the TASB Risk Management Fund will cover the Fund Member against all direct loss under the following Equipment Breakdown Coverage Agreement.

Various provisions in this Equipment Breakdown Coverage Agreement restrict coverage, Read the entire Coverage Agreement carefully to determine rights, duties, and what is and is not covered.

Throughout this Equipment Breakdown Coverage Agreement, the words ''you" and ''your" refer to the Fund Member shown 1n the Contribution and Coverage Summary. The words "we," "us" and "our" refer to the. Fl-1nd providing this coverage. Words and phrases that appear in quotation marks and/or boldface have special meaning and are defined in Section Gorin other parts of this Equipment Breakdown Coverage Agreement. These words and phrases and their meaning apply for Equipment Breakdown 'Coverage only and do not apply to any other of the Fund's Coverage Agreements, Examples are shown for illustrative purposes only and do not represent predicted or expected outcomes.

A. COVERAGE This Equipment Breakdown Coverage provides coverage for a Covered Cause of Loss as defined in A.1. below. In the event of a Covered Cause of l oss, we will pay for loss as described in A.2. below. 1. Covered Cause of Loss "Accident" and "Electronic Circuitry Impairment" The Covered Cause of Loss for this Equipment Breakdown Coverage is an "accident" or "electronic circuitry impairment." Without an "accident" or "electronic circuitry impairment" there is no Equipment Breakdown Coverage, 2, Coverages Provided This section lists the coverages that may apply in the event of a Covered Cause of Loss. Each coverage is subject to a specific limit as shown in the Equipment Breakdown Coverage Summary. See paragraph C.2. for details. These coverages apply only to the direct result of a Covered Cause of Loss. For each coverage, we will pay only for that portion of the loss, damage or expense that is solely attributable to the Covered Cause of Loss. a. Property Damage We will pay for physical damage to "covered property" that is at a location indicated in the Equipment Breakdown Coverage Summary at the time of the Covered Cause of Loss. We will consider "electronic circuitry impairment" to be physical damage to ''covered equipment." b. Business Income (1) We will pay your actual loss of "business income" during the "period of restoration" that results directly from the necessary total or partial interruption of your business. (2) We will also pay any necessary expenses you incur during the "period of restoration" to reduce the amount of loss Under this coverage, We will pay for such expenses to the extent that they do not exceed the amount of loss that otherwise would have been payable under thi s coverage. (3) We will consider the actual experience of your business before the Covered Cause of Loss and the probable experience you would have had without the Covered Cause of Loss in determining the amount of our payment . c. Extra Expense We Will pay the reasonable and necessary ''extra expense'' to operate your business during the ''period of restoration." d. Contingent Business Income We will pay for your loss and expense as defined under Business Income and Extra Expense coverages that

Equipment Breakdown Coverage Agree ment Effect ive 9/1/2019 © 2019TASB Risk Managernent Fund Page 1 o f 20 90

T000049

results from an " interruption of supply.'' e. Course of Construction This coverage is automatically included and does not need to be indicated in the Equipment Breakdown Coverage Summary. (1) You will notify us promptly of any .expansion or rehabilitation of any location described in the Equipment Breakdown Coverage Summary. (2) All coverages applicable to any location described in the Equipment Breakdown Coverage Summary are extended to an expansion or rehabilitation of that location. (3) This coverage begins at the time you beg1n the expansion or rehabiljtation project. f. Data Restoration (1) We will pay for your reasonable and necessary cost to research, replace orrestore lost "data." (2) We will pay for your reasonable and necessary cost to research, replace or restore "data" that is lost as the result of an "interruption of service." (3) Coverage under f . (2) above applies t•o "data" stored in "covered equipment." (4) Coverage under f.(2) above also applies to "data" stored in the equipment of a "cloud computing services" provider with whom you have a contract. (5) We will also pay for your loss and expense as defined under Business Income coverage and Extra Expense coverage as described in this Equipment Breakdown Coverage Agreement that is the result of f. (1) and f,(2) above, rf such coverage is otherwise applicable under this Equipment Breakdown Coverage. This coverage is included wi thin and subject to your Data Restorati on limit. g. Demolition (1) This coverage applies i f a Covered Cause of Loss damages a building that is "covered property" and the loss is increased by an ordinance or law that: (a) Requires the demolition of a building that is otherwise reparable; (b) Is in force at the time of the Covered Cause of Loss; and (c) Is not addressed under Hazardous Substances coverage. (2) We will pay for the following add1t1onal costs to comply wtth such ordinance or law: (a) Your actual and necessary cost to demolish and clear the sfte of the undamaged parts of the building; and (b) Your actual and necessary cost to reconstruct the undamaged parts of the building. (3) As used in this coverage, additional costs rnean those beyond what would have been payable under this Equipment Breakdown Coverage had no such ordinance or law been in force at the time of the Covered Cause of Loss. (4} We will also pay for your loss and expense as defined under Business Income coverage and Extra Expense coverage as described in this Equipment Breakdown Coverage Agreement that is the result of g.(1) above, if such coverage is otherwise applicable under this Equipment Breakdown Coverage. This coverage is included Within and subject to your Demolition limit. h. Excavation Costs We will pay to excavate "buried vessels or piping'' that are a part of a Geothermal closed or open loop heating, ventilating and aircondfti oning system during the repair or replacement followihg a Covered Cause of Loss to such piping or vessels and to restore the excavated area to the same condition prior to the Covered Cause of Loss. The most we will pay under this coverage is $25,000. This limit is a part of, and not in addition to, the Equipment Breakdown Limit. i. Expediting Expenses With respect to your damaged ''covered property," We will pay the reasonable extra cost to: (1) Make temporary repairs; and (2) Expedite permanent repairs or permanent replacement.

Equipment Breakdown t overage Agree ment Effect ive 9/1/2019 © 2019TASB Risk Management Fund Page 2 o f 20 91

T000050

j. Hazardous Substances (1) We will pay for the additional cost to repair or replace "covered property" because of contamination by a "hazardous substance." This includes the additional expenses to clean up or dispose of such property. This does not include contamination of "perishable goods" by refrigerant, including but not limited to ammonia, which is addressed in Perishable Goods, A.2.n.(3). (2) As used in this coverage, additional costs mean those beyond what would have been payable under this Equipment Breakdown Coverage had no ''hazardous substance'' been involved, (3) We will also pay for your loss and expense as defined under Business Income coverage and Extra Expense coverage that is the result of j .(1) above, if such coverage is otherwise applicable under this policy. This coverage is included within and subject to your Hazardous Substances limit. k. Newly Acquired Locations (1) You will notify us promptly of any newly acquired location that you have purchased or leased during the Participation Pertod. (2) All coverages applicable to any scheduled location under this Equipment Breakdown Coverage are extended to a newly acquired location that you have purchased or leased during the Participation Period. (3) This coverage begins at the time you acquire the property. As respects newly constructed properties, we will only consider them to be acquired by you when you have fully accepted the completed project. (4) This coverage ends when any of the following first occurs: (a) This Equipment Breakdown Coverage expires; (b) The number of days specified in the Equfpment Breakdown Coverage Summary for this coverage expires after you acquire the location; (c) The location is incorporated into regular coverage under the Fund's Property Coverage Agreement; or (d) The location is incorporated into the regular coverage of another Equipment Breakdown Coverage Document or policy you have. (5) If lfmits or deductibles vary by location, the highest limits and deductibles will apply to newly acquired locations. However, the most we will pay for loss, damage or expense arising from any "one equipment breakdown" is the amount shown as the Newly Acquired locations limit in the Equipment Breakdown Coverage Summary. I. Off Premises Equipment Breakdown (1) We will pay for physical damage to transportable "covered equipment" that, at the time of the Covered Cause of Loss, is not at a location indicated in the Equipment Breakdown Coverage Summary; or any other locatlon owned or leased by you. (2) We will also pay for your loss and expense as defined under Business Income coverage and Extra Expense coverage that is the result of 1.(1} above, if such coverage is otherwise applicable under this Equipment Breakdown Coverage Agreement. This coverage is included within and subject to your·Off Premises Equipment Breakdown limit. (3) We will also pay for your loss and expense as defined under Data Restoration coverage that rs the result of 1.(1) above, is such coverage is otherwise applicable under this policy. This coverage is included within and subject to your Off Premise Equipment Breakdown limit. m. Ordinance or Law (1) This coverage applies if a Covered Cause of Loss damages a building that fs "covered property" and the loss is increased by an ordinance or law that: (a) Regulates the construction or repair of buildings, including "building utilities"; (b) Is in force at the time of the Covered Cause of Loss; and (c) Is not addressed under Demolition coverage or Hazardous Substances coverage. (2) We will pay for the following additional costs to comply with suth ordinance or law: (a) Your actual and necessary cost to repair the damaged portions of the building;

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Managernent Fund Page 3 of 20 92

T000051

(b) Your actual and necessary cost to reconstruct the damaged portions of the bulldfng; and (c) Your actual and necessary cost to bring undamaged portions of the building fnto compl fance with the ordinance or law. (3) As used in this coverage, additional costs mean those beyond what woufd have been payable under this Equipment Breakdown Coverage had no such ordinance or law been in force at the time of the Covered Cause of Loss. (4) We will also pay for your loss and expense as defined under Business Income coverage and Extra Expense coverage that is the result of m.(l) above, if such coverage is otherwise applicable under this Equipment Breakdowh Coverage. This coverage is included within and subject to your Ordinance or Law limit. n. Perishable Goods (1) We will pay for physical damage to "perishable goods" due to 1'spoi1age," (2) We will also pay for physical damage to "perishable goods" due to "spoilage" that is the result of an "interruption of service/ ' (3) We will also pay for physical damage to "perishable goods" due to contamination from the release of refrigerant, including but hOt limited to ammonia. (4) We will also pay any hecessary expenses you incur during the "period of restoration" to reduce the amount of loss under this coverage·. We will pay for such expenses to the extent that they do not exceed the amount of loss that otherwise would have been payable under this coverage. o. Public Relations (1) Th is coverage only applies if you have sustained an actual loss of "business income" covered under this policy. (2) We will pay for your reasonable costs for professional services to create and disseminate communications, when the need for such communkations arises directly from the interruption of your busi ness. This communication must be directed to one or more of the following: (a) The media; (b) The public; or (c) Your customers, clients or members. (3) Such costs must be incurred during the "period of restoration" or up to 30 days after the "period of restoration" has encjed, p. Service Interruption We will pay for your loss and expense as defined under Business Income coverage and Extra fxpense coverage that is the result of an 11interruption of service."

B. EXCLUSIONS We will not pay for any excluded loss, damage or expense, even though any other cause or event contributes concurrently or in any sequence to the loss, damage or expense. 1. We will not pay for loss, damage or expense caused directly or indirectly by any of the following, whether or not caused by or resulting from a Covered Cause of Loss. a. Fire and Explosion (1) Fire, including smoke from a fire. (2) Combustion explosion. This includes, but is not limited to, a combustion explosion of any steam boiler or other fired vessel. (3) Any other explosion, except as specifically provided in the definition of "accident." b. Ordinance or Law The enforcement of, or change in, any ordinance, law, regulation, rule or ruling regulating or restricting repair, replacement, alteration, use, operation, construction or installation, except as spedfically provided in A.2.g., j . and m. (Demolition, Hazardous Substances and Ordinance or Law coverages).

Equipment Breakdown Coverage Agreement Effective9/1/2019 © 2019TASB Risk Management Fund Page 4of 20 93

T000052

c. Earth M ovement Earth movement, Whether natural or human-made, including but not limited to earthquake, shock, tremor, subsidence, landslide, rock fall, earth sinking, sinkhole collapse or tsunami. d. Nuclear Hazard Nuclear reaction, detonation or radiation, or radioactive contamination, however caused. e. War and Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, political vi olence or action taken by governmental authority in hindering or defending against any of these. f. Water (1) Flood, surface water, waves, tides, t idal waves, overflow of any body of water, or their spray, all whether driven by wind or not; (2) Mudslide or mudflow; or (3) Water that backs up or overflows from a sewer, drain or sump. However, if electrical "covered equipment" requires drying out because of the above, we w1II pay for the amount you actually expend to dry out such equipment, subject to the applicable Property Damage limit and Direct Coverage deductible. We will not pay more than the Actual Cash Value of the affected electrical "covered equipment.'' We will not pay to replace such equipment or for any other loss, damage or expense. g. Failure to Protect Property Your failure to use all reasonable means to protect "covered property" from damage following a Covered Cause of Loss. h. Fines Fine, penalty or punitive damage_ i. Mold Mold, fungus, milQew or yeast, including any spores or toxins created or proQuced by or emanating from such mold, fungus, mildew or yeast. Thfs includes, but is not limited to, costs arising from clean-up, remediation, containment, removal or abatement of such mold, fungus, mildew, yeast, spores or toxins. However, this exclusion does not apply to ''spoilage" of personal property that is "perishable goods'' to the extent that such "spoilage" is covered under Perishable Goods coverage. j. Deliberate Acts The deliberate act of any person to cause damage or harm, including but not limited to vandalism, malicious mischief or sabotage, 2. We will not pay for a Covered Cause of Loss caused by or resulting from any of the following causes of loss: a. Lightning. b. Windstorm or Hail. However, thfs exclusion does not apply when : (lj "Covered equipment" located within a building or structure suffers a Covered Cause of Loss that results from wind-blown rain, snow, sand or dust: and (2) The building or structure did not first sustain wind or hall damage to its roof or walls thtough which the rain, snow, sand or dust entered. c. Collision or any physical contact caused by a "vehicle." This ihcludes damage by objects falling from aircraft. However, this exclusion does not apply to any unlicensed "vehicles" which you own or which are operated in the course of your business. d. Riot or Civil Commotion. e. Leakage or discharge of any substance from an automatic sprinkler system, including collapse of a tank that is part of the system.

Equipment Breakdewn Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 5 of 20 94

T000053

f. Volcanic Action. g. An electrical insulation breakdown test. h. A hydrostatic, pneumatic or gas pressure test. i. Water or other means intended to extinguish a fire, even when such an attempt is unsuccessful, j. Elevator collision. 3. We will not pay for a Covered Cause of Loss caused by or resulting from any of the following perils, if such peril is a covered cause of loss under another coverage part or policy of insurance you have, whether collectible or not, and without regard to whether or not the other coverage part or policy of insurance provides the same coverage or scope of coverage as this policy. a. Falling Objects. b. Weight of Snow, Ice or Sleet. c, Water Damage, meaning discharge or leakage of water or steam as the direct result of the breaking apart or cracking of any part of a system or appliance containing water or steam. d. Collapse. e. Breakage of Glass. f. Freezing caused by cold weather. g. Discharge of molten material from equipment, including the heat from such discharged matertal. 4. Exclusions 2. and 3. do not apply if all of the following are true: a. The excluded peril occurs away from any location described in the Equipment Breakdown Coverage Summary and causes an electrical surge or other electrkal di sturbance; b. Such surge or disturbance is transmitted through utility service transmission lines to a described location; c. At the desi;:ribed location, the surge or disturbance results in a Covered Cause of Loss to .,,covered equipment" that is owned or operated under the control of you or your landlord; cind d. The loss, damage or expense caused by such surge or disturbance is not a covered cause of loss under another coverage or Insurance policy you have, whether collectfble or not, and without regard to whether or not the other coverage or insurance policy provides the same coverage or scope of coverage as this Equipment Breakdown Coverage. 5. With respect to Business Income, Extra Expense and Service Interruption coverages, we will also not pay for: a. Loss associated with business that would not or could not have been carded on if the Covered Cause of Loss had not occurred; b. Loss caused by your faflure to use due diligence and dispatch and all reasonable means to resume business; c. That part of any loss that extends beyond or occurs after the " period of restoratfon." This includes, but fs not limited to: (1) "Business income" that would have been earned after the "period of restoration," even if such toss is the direct result of the suspension1 lapse or cancellation of a contract during the "period of restoration"; and (2) "Extra expense" to operate your business· after the "period of restoration," even if such loss is contracted for and paid during the "period of restoration.'' d. Any increase in loss resulting from an agreement between you and your customer or supplier. This includes, but fs not limited to, contingent bonuses or penalties, late fees; demand charges, demurrage charges and liquidated damages. 6. With respect to Contingent Business Income, Off-Premises Equipment Breakdown, Service Interruption, paragrc:1ph (2) of Data Restoration and paragraph (2) of Perishable Goods, we will also not pay for a Covered Cause of Loss caused by or resulting from any of the perils listed in Exclusion 3. above, whether or not such peril is a covered cause of loss under another coverage part or policy of insurance you have. 7. With respect to Data Restoration coverage, we will also not pay to reproduce: a. Software programs or operating systems that are not commercially available; or 1 b. 'Data" that is obsolete, unnecessary or useless to you.

Equipment Breakdown Coverage Agreement Effective9/1/2019 © 2019TASB Risk Management Fund !'age 6 of 20 95

T000054

8. W(th respect to Demolition and Ordinance or Law coverages, we will also not pay for: a. Increased demolition or reconstruction costs until they are actually incurred; or b. Loss due to any ordinance or law that: (1) You were required to comply with before the loss, even if the building was undamaged; and (2) You failed to comply with; whether or not you were aware of such non-compliance.

C. LIMITS OF INSURANCE Any payment made under this Equipment Breakdown Coverage will not be increased if more than one Fund Member is shown in the Contribution and Coverage Summary or if you are comprised of more than one legal entity. 1. Equipment Breakdown Limit The most we will pay for loss, damage or expense arising from any "one equipment breakdown" is the amount shown as the Equipment Breakdown Limit in the Equipment Breakdown Coverage Summary. 2. Coverage Limits a. The limit of your coverage under each of the coverages listed in A.2.. from loss, damage or expense arising from any "one equipment breakdown" is the amount indicated for that coverage in the Equipment Breakdown Coverage Summary. These limits are a part of, and not in addition to, the Equfpment Breakdown Limit. If an amount of time is shown, coverage will continue for no more than that amount of time immediately following the "accident." If a coverage is shown as " Included," that coverage is provided up to the remaining amount of the Equipment Breakdown Limit. If no limit is shown in the Equipment Breakdown Coverage Summary for a coverage, or if a coverage is shown as Excluded in the Equipment Breakdown Coverage Summary, that coverage will be considered to have a limit of $0. b. Loss arising from any ''one equipment breakdown" n:iay continue to be present or recur in a later policy period. In such a case, the most we will pay for all loss, damage or expense arising out of any "one equipment breakdown" is the coverage limit applicable at the time of the Covered Cause of Loss. c. If two or more coverage limits apply to the same loss or portion of a loss, we will pay only the smallest of the applicable limits for that loss or portion of the loss. This means that if: (1) You have a loss under one of the coverages listed in A.2.; and (2) All or part of the loss is not covered because the applicable coverage is excluded or has a limlt that Is less than the amount of your loss, we will not pay the remafnlng amount of such loss under any other coverage. EXAMPLE 1 Property Damage Limit: $7,000,000 Business Income Limit: $1,000,000 Newly Acquired Locations Limit: $500,000 There is a Covered Cause of Loss at a newly acquired location that results i n a Property Damage loss of $200,000 and a Business Income loss of $800,000. We will pay $500,000, because the entire loss is subject to the Newly Acquired Locations Limit of $500,000. EXAMPLE 2 Property Damage Limit: $7,000,000 Business Income Limit: $500,000 Hazardous Substances limit: $25,000 There is a Covered Cause of Loss that results in a loss of $100,000. If no "hazardous substance" had been lnvolved, the property damage loss would have been $10,000 and the business income loss would have been $20,000. The presence of the "hazardous substance" increased the toss by $70,000 (increasing the clean up and repair costs by $30,000 and increasing the business income loss by $40,000), We will pay $55,000 ($10,000 property damage plus $20,000 business income plus $25,000 hazardous substances),

Equipment Breakdown Coverage Agreement Effective9/1/2019 © 2019TASB Risk Management Fund Page 7 of 20 96

T000055

D. DEDUCTJBLES 1. Deductibles for Each Coverage a. Unless the Equipment Breakdown Coverage Summary indicates that your deductible is combfned for all coverages, multiple deductibles may apply to any "one equipment breakdown.11 b. We will not pay for loss, damage or expense under ahy coverage until the amount of the covered loss or damage exceeds the deductible amount indicated in the Equipment Breakdown Coverage Summary. We will then pay the amount of loss, damage or expense in excess of the applicable deductible amount, subject to the applicable limit indicated in the Equipment Breakdown Coverage Summary; c. If deductibles vary by type of "covered equipment" and more than one type of "covered equipment" is involved in any "one equipment breakdown," only the highest deductible for each coverage will apply. d. The following applies when a deductible is expressed as a function of the horsepower rating of a refrigerating or air conditioning system. If more than one compressor is used with a single system, the horsepower ratihg of the largest motor or compressor will determine the horsepower rating of the system. 2. Direct and Indirect Coverages a. Direct Coverages Deductibles and Indirect Coverages Deductibles, if applicable, may be indicated in the Equipment Breakdown Coverage Summary. b. Unless more specifically indicated in the Equipment Breakdown Coverage Summary: (1) Indirect Coverages Deductibles apply to Business Income and Extra Expense loss, regardless of where such coverage is provided in this Equipment Breakdown Coverage; and (2) Direct Coverages Deductibles apply to all remaining loss, damage or expense covered by this Equipment Breakdown Coverage. EXAMPLE A Covered Cause of Loss results in covered losses as follows: $100,000 Total Loss (all applicable coverages) $35,000 Business Income Loss (lncluc:Hng $2,000 of business i ncome loss payable under Data Restoration coverage) $5,000 Extra Expense Loss In this case, the Indirect coverages loss totals $40,000 before application of the Indirect Coverage Deductible The Direct coverages loss totals the remaining $60,000 before application of the Direct Coverage Deductible. 3. Application of Deductibles a, Dollar Deductibles We will not pay for loss, damage or expense resulting from any "one equipment breakdown" until the amount of loss, damage or expense exceeds the applicable deductible or deductibles shown in the Equipment Breakdown Coverage summary. We will then pay the amount of loss, damage or expense in excess of the applicable deductible or deduct ibles, subject to the applicable limits shown in the Equipment Breakdown Coverage Summary. b. Time Deductibles If a time deductible is shown in t he Equipment Breakdown Coverage Summary~ we will not be Hable for any loss occurring during the specified number of hours or days immediately follow ing the Covered Cause of Loss. If a time deductible is expressed in days, each day shall mean twenty.four consecutive hours. c. Multiple of Average Daily Value (ADV) Deductibles If a deductible is expressed as a number times ADV, that amount will be calculated as follows: The ADV (Average Daily Value) will be the "business income'' that would have been earned during the period of interruption had no Covered Cause of Loss occurred, divided by the number of working days in t hat period. The ADV applies to the "business income" value of the entire location, whether or not the loss affects the entire location. If more than one location is included in the valuation of the loss, the ADV will be the combined value of all affected locations. For purposes of this calculation, the period of interruption may not extend beyond the "period of restoration." The number indicated in the Equipment Breakdown Coverage Summary will be multiplied by the ADV as

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 8 of 20 97

T000056

determined above. The result w fll be used as the applicable deductlble. EXAMPLE Business is interrupted, partially or completely, for 10 working days. lfthere had been no Covered Cause of loss, the total "business tncome" at the affected location for those 10 working days would have been $5,000. The Indirect Coverages Deductible is 3 Times ADV. $5',000 / 10 = $500 ADV 3 X $500: $1,500 Indirect Coverages Deductible d. Percentage of Loss Deductibles If a deductible is expressed as a percentage of loss, we will not be liable for the indicated percentage of the gross amount of loss, damage or expense (prior to ahy applicable deductible or coinsurance) Insured under the applicable coverage. If the dollar amount of such percentage is less than the indicated Mfnimum Deductible, the Minimum Deductible will be the applicable deductible. E. LOSS CONDITIONS The following conditions apply in addition 'to the Additional Conditions: 1. Abandonment There can be no abandonment of any property to us. "2. Brands and Labels If branded or labeled merchandise that is "covered property" Is damaged by a Covered Cause of Loss, but retains a salvage value, you may, at your expense: a. Stamp the word SALVAGE on the merchandise or Its containers if the stamp will not physlcally damage the merchandise; or b. Remove the brands or labels, if doing so will not physically damage the merchandise. You must re-label the merchandise or its containers to comply with the law. We will pay for any reduction in value of the salvage merchandise resulting from either of these two actions, subject to -all applicable limits. If a Brands and Labels Limit is shown on the Equipment Breakdown Coverage Summary, we will not pay more than the indicated amount for coverage under this Condition. 3. Coinsurance - Business Income Coverage a. Un[ess otherwise shown in the Equipment Breakdown Coverage Summary, Business Income coverage is subject to coinsurance. This means that we will not pay the full amount of any "business income" loss if the "business income actual annual value" is greater than the "business income estimated annual value" at the affected location at the time of the Covered Cause of Loss. Instead, we will determine the most we will pay using the following steps: (1) Divide the "business income estimated annual Value" bV the "business income actual annual value" at the time of the Covered Cause of Loss; (2) Multiply the total amount of the covered loss of °busfness income" by the amount determined in paragraph (1) above; (3) Subtract the applicable deductible from the amount determined in paragraph (2) above; The resulting amount, or the Business Income Limit, whichever is less, is the most we w ill pay. For the remainder, you will either have to rely on other insurance or absorb the loss yourself. b. Coinsurance applies separately to each locati on owned by the Fund Member. c. If you report a single "business income estimated annual value'' for more than one location, without providing information on how that amount should be distributed among the locat[ons, we w111 distribute the amount evenly among all applicable locations .. EXAMPLE 1 (Underinsurance) When; The "business income actual annL1al value" at the location of loss at the time of the Covered Cause of Loss is $200,000.

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 9 of 20 98

T000057

The ''business income estimated annual value,, shown in the Equipment Breakdown Coverage Summary for the location of loss is $100,000. The actual loss of "business income" resulting from the Covered Cause of Loss is $40,000. The Business Income limit is $100,000. The Business Income deductible is $5,000. Step 1: $100,000 / $200,000 = .5 Step 2: $40,000 x.5 = $20,000 Step 3: $20,000 - $5,000 = $15,000 The total "business income" loss recovery, after deductible, would be $15,000, For the remainder, you will either have to rely on other insur.ance or absorb the loss yourself. We will also charge you an additional contribution in recognidon of the '1business income actual annual value." EXAMPLE 2 (Adequate insurance) When: The "business income actual annual value" at the location of loss at the time of the Covered Cause of Loss is $200,000. The "business income estimated an nu-al value" shown in the Equipment Breakdown Coverage Summary for the location of loss is $200,000. The actual loss of "business income" resulting from the Covered Cause of Loss is $40,000. The Business Income limit i s $100,000. The Business Income deductible is $5,000. Step 1: $200,000 / $200,000 = 1 Step 2: $40,000 X 1 = $40,000 Step 3: $40,000 - $5,000 = $351000 The total "business income'' loss recovery, after deductible, would be $35,000. 4. Coinsurance - Coverages other than Business Income Coverages other than Business tncome may be subject to coinsurance if so indicated in the Equipment Breakdown Coverage Summary. If a Coinsurance percentage is shown in the Equipment Breakdown Coverage Summary, the following condition applies. a. We will not pay the full amount of any loss if the value of the property subject to the coverage at the time of the Covered Cause of Loss times the Coinsurance percent-age shown for it in the Equipment Breakdown Coverage Summary is greater than the applicable limit. lns.tead, we will determine the most we will pay using the following steps: (1) Multiply the value of the property subject to the wverage at the time of the Covered Cause of Loss by the Coinsurance percentage; (2) Divide the applicable limit by the amount determined in step (1); (3) Multiply the total amount of loss, before the application of any deductible, by the amount determfned in step (2); and (4) Subtract the deductible from the amount determined in step (3). We will pay the amount determined in step (4) or the applfcable limit, whichever is less. For the remainder, you will either have to rely on other insurance or absorb the loss yourself. b. Coinsurance applies separately to each member location. EXAMPLE 1 (Underinsurance) When: The actual value of "perishable goods11 at the location of loss at the time of the Covered Cause of Loss is $200,000 The Pertshable Goods limit is $100,000@ 80% coinsurance. The loss Under Perishable Goods coverage resulting from the Covered Cause of Loss is $60,000, The Perishable Goods deductible is $5,000,

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Man agement Fund Page 10 of 20 99

T000058

Step 1: $200,000 x 80% = $160,000 Step 2: $100,000/$160,000 = .625 Step 3: $60,000 X ,625 = $37,500 Step 4: $37,500 - $5,000 = $32,500 The total Perishable Goods loss recovery, after deductible, would be $32,500. For the· remainder, you will either have to rely on other insurance or absorb the loss yourself. EXAMPLE 2 (Adequate insurance) When: The actual value of "perishable goods" at the location of loss at the time of the Covered Cause of Loss is $100,000 The Perishable Goods limit is $100,000@ 80% coinsurance. The loss under Perishable Goods coverage resulting from the Covered Cause of Loss is $60,000. The Perishable Goods deductible is $5,000. Step 1: $100,000 X 80% = $80,000 Step 2: $100,000/$80,000 = 1.2.5 Coinsurance does not apply. Step 3: $60,000 - $5,000 = $55,000 The total Pertshable Goods loss recovery, after deductible, would be $55,000. 5. Defense We have the right, but are not obligated, to defend you against suits arising from clalms of owners of property in your care, custody or control. When we do this, it will be at our expense. 6. Duties in the Event of Loss or Damage You must see that the following are done in the event of loss or damage: a. Give us a prompt notice of the loss or damage, including a description of the property involved. b. You must reduce your loss, damage or expense, if possible, by: (1) Protecting property from further damage. We will not pay for your failure to protect property, as stated in Exclusion 8.1.g.; (2) Resuming business, partially or completely at the location of loss or at another location; (3) Making Up lost business Within a reasonable amount of time. This includes working extra time or overt1me at the location of loss or at another location. The reasonable amount of time does not necessarily end when the operations are resumed; (4) Using merchandise or other property available to you; (5) Using the property or services of others; and (6) Salvaging the damaged property, c. Allow us a reasonable time and opportunity to examine the property and premises before repair or replacement is undertaken or physical evidence of the Covered Cause of Loss is removed. But you must take whatever measures are necessary for protection from further damage. d. Make no statement that will assume any obligation or admit any liability, for any loss, damage or expense fot wnrch we may be liable, without our consent. e. Promptly send us any legal papers or notices received concerning the loss, damage or expense, f. As often as may be reasonably required, permit us t"O inspect your property, premises ahd records. Also permit us to take samples of damaged and undamaged property for inspectfon, testing and analysfs, and permit us to make copies from your books and records. g. If requested, permi t us to examine you and any of your agents, employees and representatives under oath. We may examine any agent, employee or representative under oath while not in the presence of any other agent, employee or representative. Such examination: (1) May be at any time reasonably required; (2) May be about any matter relating to this insurance, your loss, damage or expense, or your claim,

Equipment Breakdown Coverage Agreement Effective9/1/2019 © 2019TASB Risk Man agement Fund Page 11 of 20 100

T000059

fncludfng, but not limited to, your books and records; and (3) May be recorded by us by any methods we choose. h. Send us a signed, sworn proof of loss containing the information we request. You must do this within 60 days after our request. i. Co0perate with us in the investigation and settlement of the claim. 7. Errors and Omissions a. We will pay your loss covered by this Equipment Breakdown Coverage if such loss is otherwise not payable solely because of any of the following: (1) Any error or unintentional omission in the description or location of property as covered under the Fund's Property Coverage Agreement; (2) Any failure through error to include any premises owned or occupied by you at the inception of the Fund's Property Coverage Agreement; or (3) Any error or unintentional omission by you that results in cancellation of any premises covered under the Ful:ld's Property Coverage Agreement. b. No coverage is provided as a result of any error or unintentional omission by you in the reporting of values or the coverage you requested. c. !tis a condition of this Equipment Breakdown Coverage that such errors or unintentional omissions shall be reported and corrected when discovered. The contribution may be adjusted accordingly to reflect the date the pr,emises should have been added had no error or omission occurred. d. If an Errors and Omissions Umlt is shown on the Equipment Breakdown Coverage summary, we wtll not pay more than the indicated amount for coverage under this Condition. 8. Proving Your Loss It is your responsibility, at your own expense, to provide documentation to us; a. Demonstrating that the loss, damage or expense fs the result of a Covered Cause of Loss covered under this Equipment Breakdown Coverage; and b. Calculating the dollar amount of the loss, damage and expense that you claim is covered. Your responsibility in 8.a. above is without regard to whether or not the possible Covered Cause of Loss occurred at your premises or involved your equipment. 9. Salvage and Recoveries When, in connection with any loss under this Equipment Breakdown Coverage, any salvage or recovery is received after the payment for such loss, the amount of the loss shall be refigured on the basis on which it would have been settled had the amount of salvage or recovery been known at the time the loss was originally determihed. Any amounts thus found to be due either party from the other shall be paid promptly. 10. Valuation We will cteterrnine the value of "covered property" as follows: a. Except as specified otherwise, our payment for damaged "covered property" will be the smallest of: (1) The cost to repair the damaged property; (2) The cost to replace the damaged property on the same site; or (3) The amount you actually spend that is necessary to repair or replace the damaged property. b. The arnounf of our payment will be based on the most cost-effective means to replace the function, capacity and remaining useful life of the damaged property. This may include the use of generic, used or reconditioned parts, equipment or property. c. Except as described ind. below, you must pay the extra cost of replacing damaged property wtth property of a better kind or quality or of a different size or capacity. d. Envlronmental, Safety and Efficfency Improvements If "covered equipment" requires replacement due to a Covered Cause of Loss, we will pay your additional cost to replace with equipment that we agree is better for the environment, safer for people or more energy or water efficient than the equipment being replaced, subject to the following conditions:

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 12 of 20 101

T000060

(1) We will not pay more than 150% of what the cost would have been to replace with like kind and quality; (2) We will not pay to increase the size or capacity of the equipment~ (3) This provision only applies to Property Damage coverage; (4) This provision does not increase any of the applicable limits; (5) This provision does not apply to any property valued on an Actual Cash Value basis; and (6) This provision does not apply to the replacement of component parts. e. The following property will be valued on an Actual Cash Value basis: (1) Any property that does not currently serve a useful or necessary function for you;- (2) Any ''covered property'' that you do not repair or replace within 24 months after the date of the Covered Cause of Loss; and (3) Any ''covered property1' for which Actual Cash Value coverage is specified in the Equipment Breakdown Coverage summary. Actual Cash Value includes deductions for depreciation. t. If any one of the following conditions is met, property held for sale by you will be valued at the sales price as if no loss or damage had occurred, less any discounts and expenses that otherwise would have applied; (1) The property was manufactured by you; (2) The sales price of the property is less than the replacement cost of the property; or (3) You are unable to replace the property before its anticipated sale. g. Except as specifically provided for under Data Restoratron coverage, "data'1 and "medfa" will be valued on the following basis: (1) For mass-produced .and commercially available software, at the replacement cost. (2) For all other ''data" and "media," at the cost of blank "media'' for reproducing the records, We will not pay for "data" representing financial records based on the face value of such records. h. Air conditioning or refrigeration equipment that utilizes a refrigerant containing CFC (chlorofluorocarbon) substances will be valued at the cost to do the least expensive of the following: (1) Repair or replace the damaged property and replace any lost CFC refrigerant; (2) Repair the damaged property, retrofit the system to accept a non-CFC refrigerant and charge the system with a non-CFC refrigerant; or (3) Replace the system with one Using a non-CFC refrigerant. In determining the feast expensive option, we will include any associated Business Income or Extra Expense loss. If option (2) or (3) is more expensive than (1), but you wish to retrofit or replace anyway, we will consider this better for the environment and therefore eligible for valuation under paragraph d., Environmental, Safety and Efficiency Improvements. In such case, E.10.d.{1) is amended to read: "We will not pay more than 150% of what the cost would have been to repair or replace with like kind and quality.''

F. ADDITIONAL CONDITIONS The following conditions app[y In addition to the Loss Conditions: 1. Loss Payee If a person or organization is designated in this Equipment Breakdown Coverage as a Loss Payee, we will consider them to be covered under this Equipment Breakdown Coverage only to the extent of their interest in the ···covered property." 2. Bankruptcy The bankruptcy or insolvency of you or your estate will not relieve you or Us of any obligation under this Equipment Breakdown Coverage. 3. Concealment, Misrepresentation or Fraud We will not pay for any loss and coverage will be void if you or any Loss Payee at any time:

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 13 of 20 102

T000061

a. lntent!onally cause or allow loss, damage or expense in order to collect on insurance; or b. Intentionally conceal or misrepresent a material fact concerning; (1) This Equipment Breakdown Coverage; l2) The "covered property"; (3) Your interest in the "coveted property"; or (4) A claim under thts Equipment Breakdown Coverage. 4. Jurisdictional Inspections It is your responsibility to comply with any state or municipal boiler and pressure vessel regulations. If any "covered equipment" that is 1'covered property" requires inspection to comply with such regulations, at your option we agree to perform such inspectfon. 5. Liberalization If we adopt any standar:d form revision for general use that woufd broaden the coverage under this Equipment Breakdown Coverage without additional contributron, the broadened coverage will apply to this Equipment Breakdown Coverage commencing on the date that such revision becomes effective fn the j urisdiction where the Covered Cause of Loss occurs. 6. Loss Payable a. We will pay you and the loss payee shown in the Equipment Breakdown Coverage Summary for loss covered by this Equipment Breakdown Coverage, as interests may appear. This Equipment Breakdown Coverage protects the interest of the loss payee unless the loss results from conversion, secretion or embezzlement on your part or on the part of the loss payee. b. The Fund may cancel this Equipment Breakdown Coverage as allowed by lnterlocal Participation Agreement c. If we make any payment to the loss payee, we w ill obtain their rights against any other party as provided within the lnterlocal Participation Agreement. 7. Maintaining Covered Property and Equipment It is your responsibility to appropriately maintain your property and equipment. We will not pay your costs to maintain, operate, protect or enhance your property or equipment, even if such costs are to comply with our recommendations or prevent loss, damage or expense that would be covered under this Equipment Breakdown Coverage. 8. Mortgage Holders a. The term mortgage holder includes trustee. b. We will pay for direct oarnage to "covered property" due to a Covered Cause of Loss to "covered equipment" to you and each mortgage holder shown in the Equipment Breakdown Coverage Summary in their order of precedence, as interests in the "covered property" may appear. c. The mortgage holder has the right to receive loss payment even if the mortgage holder has started foreclosure or similar action on the "covered property." d. If We deny your claim because of your acts or because you have failed to comply with the terms of this Equipment Breakdown Coverage Agreement, the mortgage holder will still have the right to receive loss payment, provided the mortgage holder does all of the following: (1) Pays any contribution due under this Equipment Breakdown Coverage at our request if you have failed to do so; (2) Submits a signed, sworn proof of loss within 60 days after receiving notice from us of your failure to do so; (3) Has notified us of any change in ownership or material change in risk known to the mortgage holder; and (4) Has complied with all other terms and conditions of this Equipment Breakdown Coverage Agreement and any Fund participation documents or agreements. All of the terms of this Equipment Breakdown Coverage Agreement will then apply directly to the mortgage holder.. e. If we pay the mortgage holder for any loss and deny payment to you because of your acts or because you

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 14 of 20 103

T000062

have fafled to comply w1th the terms of this Equipment Breakdown Coverage Agreement: (1) The mortgage holder's right under the mortgage will be transferred to us to the extent of the amount we pay; and (2) The mortgage holder's right to recover the full amount of the mortgage holder's claim will not be impaired. At our option, we may pay to the mortgage holder the whoie prindpal on the mortgage plus any accrued interest. In this event, your mortgage and note will be transferred to us and you will pay your remaining mortgage debt to us. 9. Other Insurance If there is other insurance that applies to the same loss, damage or expense, this Equipment Breakdown Coverage shall apply only as excess insurance after all other applicable insurance has been exhausted. 10. Participation Period, Coverage Territory Under this Equipment Breakdown Coverage: a. Th_e Covered Cause of Loss must occur during the Participation Period as stated on the Contribution and Coverage Summary, but expiration of the Participation Period does not limit our liability. b. The Covered Cause of Loss must occur within the following coverage terrftory: (1) The United States of Ametica (including its territories and possessions); (2) Puerto Rico; and (3) Canada. c. As respects Off Premises Equipment Breakdown coverage only, the Covered Cause of Loss may occur in any country except one in which the United States has imposed sanctions, embargoes or similar restrictions on the provision of insurance. 11. Privilege to Adjust with Owner In the event of loss, damage or expense involving property of others in your care, custody or control, we have the right to settle the loss, damage or expense with respect to such property with the owner of the property. Settlement with owners of that property will satisfy any claim of yours. 12. Suspension Whenever "covered equipment" is found to be in, or exposed to, a dangerous condition, any of our representatives may immediately suspend the coverage against loss from a Covered Cause of Loss to that "covered equipment." This can be done by delivering or mailing a written notice of suspension to: a. Your last known address; or b. The address where the "covered equipment" is located. Once suspended in this way, coverage can be reinstated only by an endorsement for that "covered equipment." If we suspend your coverage, you may receive a pro rata refund of contribution for that "covered equipment" for the period of suspension. But the suspension will be effective even if we have not yet made or offered a refund. 13. Transfer of Rights of Recovery Against Others to the Fund If any person or organization to or for whom we make payment under this Equipment Breakdown Coverage has rights to recover damages from another, those rights are transferred to us to the extent of .o ur payment as provided within the lnterlocal Participation Agreement. That person or organization must do everything necessary to secure our rfghts and must do nothing after loss to impair them. But you may waive your rights against another party in writing: a. Prior to a Covered Cause of l oss. b. After a Covered Cause of Loss only if, at time of the Covered Cause of Loss, that party is one of the following: (1) Someone insured by this Equipment Breakdown Coverage; or (2) A business firm: (a) Owned .or controlled by you; or (b) That owns or controls you, G. DEFINITIONS

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Managernent Fund Page 15 of 20 104

T000063

1. "Accident'' a. "Accident" means a fortuitous event that causes direct physical damage to "covered equipment." The event must be one of the following: (1) Mechanical breakdown, including rupture or bursting caused by centrifugal force; (2) Artificially generated electrical current, including electrical arcing, that damages electrical devices, appliances or wires; (3) Explosion, other than combustion explosion, of steam boilers, steam piping, steam engines or steam turbines; (4) An event inside steam boilers, steam pipes, steam engines or steam turbines that damages such equipment; (5) An event inside hot water boilers or other water heating equipment that damages such equipment; or (6) Bursting, cracking or splitting. b. None of the following is an "accident," however caused and without regard to whether such condition or event rs normal and expected or unusual and unexpected: (1) Depletion, deterioration, rust, corrosion, erosion, settling or wear and tear; (2) Any gradualty developing condition; (3) Any defect, programming error, programming limitation, computer virus, malicious code, loss of ''data/' loss of access, loss of use, loss of functionality or other condition w ithin or involving " data" or "media" of any kind; (4) Contamination by a "hazardous substance"; or (5) Misalignment, miscalibration, tripping off-line, or any condition which can be corrected by resetting, tightening, adjusting or cleaning, or by the performance of maintenance. 2. "Boilers and Vessels" means: a. Boilers; b. Steam piping; c. Piping that is part of a closed loop used to conduct heat from a boiler; d. Condensate tanks; and e. Unfired vessels which, during normal usage, operate under vacuum or pressure, other than the Weight of contents. This term does not appear elsewhere in this coverage form, but may appear in the Equipment Breakdown Coverage Summary. 3. " Building Utilities" means "covered equipment" permanently mounted on or in a building and used to provide any of the following services withfn the building: heating, ventilating, air conditioning, electrfcal power, hot water, elevator or escalator services, central vacuum, natural gas service or communications. "Building utilities" does not include personal property or equipment used in manufacturing or processing. 4. "Buried Vessels or Piping" a. "Buried Vessels or Piping" means any piping or vessel buried or encased 1n the earth, concrete or other material, whether above or below grade, or in an enclosure which does not allow access for inspection and repair. b. "Buried Vessels or Piping" does not mean piping or vessels buried or encased in the earth, concrete or other material that are a pact of a Geothermal closed or open loop heating, ventilating and air conditioning system used for building heating or cooling. 5. "Business Income" means the sum of: a. The Net Income (net profit or loss before income taxes) that would have been earned or incurred; and b. Continuing normal and necessary operating expenses incurred, including employee payroll. 6. "Business Income Actual Annual Value" means the "business income" for the current fiscal year that would have been earned had no Covered Cause of Loss occurred. In calc1..1lating the " business i ncome actual annual value," we will ta~e into account the actual experience of your

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Managernent Fund Page 16 of 20 105

T000064

business before the Covered Cause of Loss and the probable experfence you would have had without the Covered Cause of Loss. 7. "Business Income Estimated Annual Value" means the anticipated "business income" reported to us and shown in the Equipment Breakdown Coverage Summary. If no value is shown in the Equipment Breakdown Coverage Summary, the "business income estimated annual value" will be the most recent report of anticipated "busfhess income" values on file with us. 8. ''Cloud Computing Services" means professional, on-demand, self-service data storage or data processing services provided through the Internet or over telecommunications lines. This includes services known as laaS (infrastructure as a service), PaaS (platform as a service), Saas (software as a service) and Naas (network as a service). This includes business models known as public clouds, community clouds and hybrid clouds. "Cloud computing services" include private clouds if such services are owned and operated by a th1rd party. 9. "Covered Equipment" a. "Covered Equipment" means the follow ing: (1) Unless specified otherwise in the Equipment Breakdown Coverage Summary: (a) Equipment that generates, transmits or utilizes energy, including electronic communications and data processing equipment; or (b) Equipment which, during normal usage, operates under vacuum or pressure, other than the weight of its contents. "Covered equipment" may utilize conventional design and technology or new or newly commercialized design and technology. (2) Except as specifically provided for under Contingent Business Income, Off Premises Equipment Breakdown, Service Interruption, Contingent Business Income and paragraph (2) of Perishable Goods, such equipment must be at a location described in the Equipment Breakdown Coverage Summary and must be owned or leased by you or operated under your control. b. None of the following is "covered equipment" : (1) Structure, including but not limited to the structural portiohs of buildings and towers and scaffolding; (2) Foundation; (3) Cabinet, compartment, conduit or ductwork; (4) Insulating or refractory material; (5) "Buried vessels or piping''; (6) Waste, drainage or sewer piping; (7) Piping, valves or fittings forming a part of a sprinkler or fire suppression system; (8) Water piping that is not part of a closed loop used to conduct heat or cooling from a boiler or a refrigeration or air conditioning system; (9) "Vehicle" or any equipment mounted on a "vehicle"; (10) Satellite, spacecraft or any equipment mounted on a satellite or spacecraft; (11) Dragline, excavation or construction equipment; (12) Equipment manufactured by you for sale; (13) "Data; or (14) Well casings. 10. ''Covered Property" a. ''Covered Property" means property that you own or property that is in your care, custody or control and for Which you are legally liable. Such property must be at a location described 1n the Equipment Breakdown Coverage Summary except as provided under Off Premises Equipment Breakdown coverage. b. None of the following is "covered property": (1) Accounts, bills, currency, deeds or other evidences of debt, money, notes or securities; (2) Fine arts, jewelry, furs or precious stones; (3) Precious metal, unless forming a part of "covered equipment";

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 17 of 20 106

T000065

(4) Animals; (5) Contraband, or property in the course of illegal transportation or trade; (6) Land (including land on which the property is located), water, trees, growing crops or lawns; or (7) Shrubs or plants, unless held indoors for retail sale. 11. "Data" means information or instructions stored in digital code capable of being processed by machinery. 12. "Electrical Genetating Equipment'' a. "Electrical Generating Equipment" means equipment which converts any other form of energy rnto electricity. This includes, but is not limited to, the following: (1) Boilers used primarily to provide steam for one or more t urbine-generator units; (2) Turbine-generators (including steam, gas, water or wind turbines); (3) Engine-generators; (4) Fuel cells or other alternative electrical generating equipment; (5) Electrical transformers, switchgear and power lines used to convey the generated electricity; and (6) Associated equipment necessary for the operation of any of the equipment llsted in (1) through (5) above. b. "Electrical Generating Equipment" does not mean: (1) Elevator or hoist motors that generate electricity when releasing cable; or (2) Equipment intended to generate electri city solely on an emergency, back-up basis. This term does not appear elsewhere in this coverage form, but may appear in the Equipment Breakdown Coverage Summary. 13. "Electronic Circuitry" means microelectronic components, including but not limited to circuit boards, integrated circuits, computer chips and disk drives. 14. "Electronic Circuitry Impairment" a. " Electronic circuitry impairment'' means a fortuitous event involving "electronic circuitry" within "covered equipment" that causes the "covered equipment" to suddenly lose its ability to function as it had been functioning immediately before such event, This definition is subject to the conditions specified in b., c,1 and d, below. b. We shall determine that the reasonable and appropriate remedy to restore such "covered equipment's" ability to function is the replacement of one or more "electronic circuitry" components of the "covered equipment." c. The "covered equipment" must be owned or leased by you, or operated under your control. d. None of the following rs an "electronic circuitry impairment": (1) Any condition that can be reasonably remedied by; (a) Normal maintenance, including but not limited to replacing expendable parts, recharging batteries or cleaning; (b) Rebooting, reloading or updating software or firmware; or (c) Providing necessary power or supply. (2) Any condition caused by or related to: (a) Incompatibility of the "covered equipment" with any software or equipment lnstalled, introduced or networked within t he prior 30 days; or (b) Insufficient size, capability or capacity of the "covered equipment." (3) Exposure to adverse environmental conditions, including but not limited to change in temperature or humidity, unless such conditions result in an observable loss of functionality. Loss of warranty shall not be considered an observable loss of functionality. 15. "Extra Expense" means the additional cost you incur to operate your business over and above the cost that you normally would have incurred to operate your business during the same period had no Covered Cause of Loss occurred.

Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 18 of 20 107

T000066

16. "Hazardous Substance" means any substance that (s hazardous to health or has been declared to be hazardous to health by a governmental agency. 17. "Interruption of Service" a. "Interruption of Service" means a failure or disruption of the normal supply of any of the Covered Services listed in b. below, when such failure or disruption is caused by an "accident" to "covered equipment," subject to the conditions listed inc. through f. below. The failure or disruption must arise from an "accident.r, b. Covered Services are electrical power, waste disposal, air conditioning, refrigeration, heating, natural gas, compressed air, water, steam, Internet access, telecommunications services, wide area networks, "cloud computing services" and data transmission. c. The "covered equipment" must either be: (1) Owned by a company with whom you have a contract to supply you with one of the Covered Services; or (2) Used to supply you with one of the Covered Services and located within one mile of a location described in the Equipment Breakdown Coverage. Summary. d. If a Service Interruption Distance Limitation is indicated in the Equipment Breakdown Covera€:e Summary, the "covered equipment" suffering the "accident" must be located within the indicated distance of any location described in the Equipment Breakdown Coverage Summary. e. Unless otherwise shown in the Equipment Breakdown Coverage Summary, no failure or disruption of service will be considered to qualify as an "interruption of service" until the failure or disruption exceeds 24 hours immediately following the "accident." f. "Interruption of service" does not include any failure or disruption, whether or not arising from or involving an "accident," in which a supplier could have continued to provide service to the location but chose for any reason to reduce or discontinue service. 18. "Interruption of Supply" a. " Interruption of Supply" means a failure or disruption of the normal supply of any of the Covered Contingencies listed below, when such failure or disruption is caused by an "accident" to "covered equipment'' that is located at a Contingent Business Income supplier or receiver location indicated in the Equipment Breakdown Coverage Summary. If no Contingent Business Income supplier or receiver location is indicated in the Equipment Breakdown Coverage Summary, the "covered equipment" must be owned by a supplier from whom you have received the Covered Contingency for at least six months prior to the. "accident" or a receiver to whom you have supplied tt,e Covered Contingency for at feast six months prior to the IIaccident." b. Covered Contingendes are raw materials, intermediate products, finished products, packaging materials and product processing services. 19. "Media" means material on which "data" 1s recorded, such as magnetic tapes, hard disks, optical dfsks or floppy disks. 20. "One Equipment Breakdown" means all "accidents" or "electronic circuitry impairments" occurring at the same time from the same event. If an "accident" or "electronic circuitry impairment" causes other "accidents" or "electronic circuitry impairments," all will be considered "one equipment breakdown." 21. "Ordinary Payroll" means the Payroll Expenses associated with all employees other than executives, department managers and employees under contract. As used above, Payroll Expenses means all payroll, employee benefits directly related to payroll, FICA payments you pay, union dues you pay and workers compensation contributions. "Ordinary payroll" does not include pensions or directors fees. This term does not appear elsewhere in this coverage form, but may appear in the Equipment Breakdown Coverage Summary. 22. "Period of Restoration" means the period of time that begins at the time of the Covered Cause of Loss and continues until the earlier of: a. The date the physical damage to "covered equipment" is repaired or replaced; or b. The date on which such damage could have been repaired or replaced with the exercise of due diligence and dispatch,

Id TASB"' RISK FUND Equipment Breakdown Coverage Agreement Effective 9/1/2019 © 2019TASB Risk Management Fund Page 19 of 20 108

T000067

plus the number of days, if any, shown In the Equipment Breakdown Coverage Summary for Extended Period of Restoration. 23. "Perishable Goods" means any "covered property" subject to deterioration or impairment as a result of a change of conditions, including but not limited to temperature, humidity or pressure. 24. "Production Machinery" means any machine or apparatus that processes or produces a product intended for eventual sale. This includes all component parts of such machine or apparatus and any other equipment used exclusively with such machine or apparatus. However, "production machinery" does not mean any boiler, or fired or unfired pressure vessel. This term does not appear elsewhere in this coverage form, but may appear in the Equipment Breakdown Coverage Summary. 25. "Spoilage" means any detrimental change in state. This includes but is not limited to thawing of frozen goods, warming of refrigerated goods, freezing of fresh goods, solidification of liquid or molten material and chemical reactions to material in process. 26. "Vehicle" means any machine or apparatus that is used for transportation or moves under its own power. "Vehicle" includes, but is not limited to, car, truck, bus, trarler, train, aircraft, watercraft, forklift, bulldozer, tractor or harvester. However, any property that is stationary, permanently installed at a, covered location and that receives electrical power from an external power source will not be considered a "vehicle."

Equipment Breakdown Coverage Agreement Effective9/1/2019 © 2019TASB Risk Management Fund Page 20 of 20 109

T000068

TERRORISM ENDORSEMENT

I. This Terrorism Endorsement modifies coverage under the Property Coverage Agreement. Coverage is amended, as set forth in this endorsement, to amend the language related only to terrorism as included in Part C "Limited Coverage, Excluded Coverage, and Excluded Loss" of the Property Coverage Agreement.

II. The Fund will pay for the Loss to Covered Property resulting from an Official Act of Terrorism that is in excess of the deductible amount and w rthin the limits of coverage specified in the Contribution and Coverage Summary (CCS). An Official Act of Terrorism means any incident determined to be such by an official, department, or agency that is specifically authorized by federal statute to make such a determination.

Ill. All other provfsions of the Property Coverage Agreement and CCS remain applicable_

11 "" TASB"" RISK FUND Terrorism Endorsement Property Coverage Agreement Effective 9/1/2019 © 2019 TASB Risk Management Fund Page 1 of l

T000069

APP. D

CONTRACTS WITH LOCAL GOVERNMENTAL ENTITIES

Sec. 271.151. DEFINITIONS. In this subchapter: (1) "Adjudication" of a claim means the bringing of a civil suit and prosecution to final judgment in county or state court and includes the bringing of an authorized arbitration proceeding and prosecution to final resolution in accordance with any mandatory procedures established in the contract subject to this subchapter for the arbitration proceedings. (2) "Contract subject to this subchapter" means: (A) a written contract stating the essential terms of the agreement for providing goods or services to the local governmental entity that is properly executed on behalf of the local governmental entity; or (B) a written contract, including a right of first refusal, regarding the sale or delivery of not less than 1,000 acre-feet of reclaimed water by a local governmental entity intended for industrial use. (3) "Local governmental entity" means a political subdivision of this state, other than a county or a unit of state government, as that term is defined by Section 22 60.001 , Government Code, including a: (A) municipality;

{B) public school district and junior college district; and {C) special-purpose district or authority, including any levee improvement district, drainage district, irrigation district, water improvement district, water control and improvement district, water control and preservation district, freshwater supply district, navigation district, conservation and reclamation district, soil conservation district, communication district, public health district, emergency service organization, and river authority.

Added by Acts 2005, 79th Leg., Ch. 604 {H.B. 2039 ), Sec. 1, eff. September 1, 2005. Amended by: Acts 2013, 83rd Leg., R.S., Ch. 1138 {H.B. 3511 ), Sec. 2, eff. June 14, 2013.

Sec. 271.152. WAIVER OF IMMUNITY TO SUIT FOR CERTAIN CLAIMS. A local governmental entity that is authorized by statute or the constitution to enter into a contract and that enters into a contract subject to this subchapter waives sovereign immunity to suit for the purpose of adjudicating a claim for breach of the contract, subject to the terms and conditions of this subchapter.

Added by Acts 2005, 79th Leg., Ch. 604 {H.B. 2039 ), Sec. 1, eff. September 1, 2005.

Sec. 271.153. LIMITATIONS ON ADJUDICATION AWARDS. {a) Except as provided by Subsection {c), the total amount of money awarded in an adjudication brought against a local governmental entity for breach of a contract subject to this subchapter is limited to the following: (1) the balance due and owed by the local governmental entity under the contract as it may have been amended, including any amount owed as compensation for the increased cost to perform the work as a direct result of owner-caused delays or acceleration; (2) the amount owed for change orders or additional work the contractor is directed to perform by a local governmental entity in connection with the contract; (3) reasonable and necessary attorney's fees that are equitable and just; and (4) interest as allowed by law, including interest as calculated under Chapter 2251 , Government Code.

(b) Damages awarded in an adjudication brought against a local governmental entity arising under a contract subject to this subchapter may not include: (1) consequential damages, except as expressly allowed under Subsection (a) (1); (2) exemplary damages; or (3) damages for unabsorbed home office overhead. (c) Actual damages, specific performance, or injunctive relief may be granted in an adjudication brought against a local governmental entity for breach of a contract described by Section 271.151 (2) (B).

Added by Acts 2005, 79th Leg., Ch. 604 (H.B. 2039 ), Sec. 1, eff. September 1, 2005. Amended by: Acts 2009, 81st Leg., R.S., Ch. 1266 (H.B. 987 ), Sec. 8, eff. June 19, 2009. Acts 2011, 82nd Leg., R.S., Ch. 226 (H.B. 345 ), Sec . 1, eff . September 1, 2011. Acts 2013, 83rd Leg., R.S., Ch. 1138 (H.B. 3511 ), Sec. 3, eff. June 14, 2013.

Sec. 271.154. CONTRACTUAL ADJUDICATION PROCEDURES ENFORCEABLE. Adjudication procedures, including requirements for servi ng notices or engaging in alternative dispute resolution proceedings before bringing a suit or an arbitration proceeding, that are stated in the contract subject to this subchapter or that are established by the local governmental entity and expressly incorporated into the contract or incorporated by reference are enforceable except to the extent those procedures conflict with the terms of this subchapter.

Added by Acts 2005, 79th Leg., Ch. 604 (H.B. 2039 ), Sec. 1, eff. September 1, 2005.

Sec . 271 . 155 . NO WAIVER OF OTHER DEFENSES. This subchapter does not waive a defense or a limitation on damages available to a party to a contract, other than a bar against suit based on sovereign immunity.

Added by Acts 2 005, 79th Leg., Ch. 604 (H. B . 2 039 ), Sec. 1, eff . September 1, 2005 .

Sec. 271.156. NO WAIVER OF IMMUNITY TO SUIT IN FEDERAL COURT. This subchapter does not waive sovereign immunity to suit in federal court.

Added by Acts 2005, 79th Leg., Ch. 604 (H.B. 2039 ), Sec. 1, eff. September 1, 2005.

Sec. 271.157. NO WAIVER OF IMMUNITY TO SUIT FOR TORT LIABILITY. This subchapter does not waive sovereign immunity to suit for a cause of action for a negligent or intentional tort.

Added by Acts 2005, 79th Leg., Ch. 604 (H.B. 2039 ), Sec. 1, eff. September 1, 2005.

Sec. 271.158. NO GRANT OF IMMUNITY TO SUIT. Nothing in this subchapter shall constitute a grant of immunity to suit to a local governmental entity.

APP. E

TEX. GOV’T CODE §791.001. Purpose

The purpose of this chapter is to increase the efficienty and effectiveness of local governments by authorizing them to contract, to the greatest possible extent, with one another and with agencies of the state.

TEX. GOV’T CODE §791.011(a). Contracting Authority; Terms

(a) A local government may contract or agree with another local government or a federally recognized Indian tribe, as listed by the United States secretary of the interior under 25 U.S.C. Section 479a-1, whose reservation is located within the boundaries of this state to perform governmental functions and services in accordance with this chapter...

TEX. GOV’T CODE §311.034. Waiver of Sovereign Immunity

In order to preserve the legislature’s interest in managing state fiscal matters through the appropriations process, a statute shall not be construed as a waiver of sovereign immunity unless the waiver is effected by clear and unambiguous language. In a statue, the use of “person,” as defined by Section 311.005 to include governmental entities, does not indicate legislative intent to waive sovereign immunity unless the context of the statute indicates no other reasonable construction. Statutory prerequisites to a suit, including the provision of notice, are jurisdictional requirements in all suits against a governmental entity.

TEX. GOV’T CODE §2259.001. Definitions

In this chapter: (1) "Governmental unit" means: (A) a state agency or institution; (B) a local government; or (C) an entity acting on behalf of a state agency or institution or local government. (2) "Local government" means a municipality or other political subdivision of this state or a combination of political subdivisions, including a combination created under Chapter 791. …

TEX. GOV’T CODE §2259.002. Self-Insurance Not Waiver of Immunity

The establishment and maintenance of a self-insurance program by a governmental unit is not a waiver of immunity or of a defense of the governmental unit or its employees.

TEX. GOV’T CODE §2259.031. Establishment of Fund

(a) A governmental unit may establish a self-insurance fund to protect the governmental unit and its officers, employees, and agents from any insurable risk or hazard…

TEX. GOV’T CODE §2259.037. Applicability of Insurance Laws

The Insurance Code and other laws of this state relating to the provision or regulation of insurance do not apply to: (1) an agreement entered into under this subchapter; or (2) the proceeds of public securities issued under this subchapter.

APP. F

Filed 6/6/2025 10:59 AM Jo Ann Cervantes, District Clerk Val Verde County, Texas Bertha Benoit

CAUSE NO. 2023-0279-CIV

SOUTHWEST TEXAS JUNIOR § IN THE DISTRICT COURT COLLEGE, § § Plaintiff, § § v. § 83rd JUDICIAL DISTRICT § TEXAS ASSOCIATION OF SCHOOL § BOARDS RISK MANAGEMENT FUND, § AND ABERCROMBIE, SIMMONS, & § GILLETTE, INC., § § Defendants. § VAL VERDE COUNTY, TEXAS

AMENDED NOTICE OF NON-SUIT OF CERTAIN CLAIMS WITH PREJUDICE

TO THE HONORABLE JUDGE OF THIS COURT:

Plaintiff, Southwest Texas Junior College, hereby provides notice to the Court and all parties that it is nonsuiting, with prejudice, the following claims against Defendant, Texas Association of School Boards Risk Management Fund (the “Fund”), in the above-referenced matter in order to fully moot and remove any dispute concerning Defendant’s Plea to the Jurisdiction:

a. Claims against the Fund for alleged fraud based upon allegations of misrepresentations to Plaintiff about coverage to the Campus;

b. Claims against the Fund based upon allegations of bad faith;

c. Claims seeking exemplary, or treble damages under the Insurance Code and DTPA;

d. Claims based on the equitable doctrine of unconscionability;

e. Claims for equitable relief, fraud liability, and bad faith liability;

f. Claims challenging the validity of the Agreement provisions;

g. Claims for damages for bad faith, including consequential, exemplary, or treble damages (except that consequential damages for the breach of contract remain); and

h. Any claims for intentional torts, such as fraud.

All other claims against Defendant remain pending and this non-suit is being done to remove any question of jurisdiction so that the case may proceed in accordance with the Court’s Scheduling Order. Plaintiff is not non-suiting Defendant, or any claims not expressly listed above. Accordingly, Plaintiff respectfully nonsuits only the above-referenced claims and allegations against Defendant only pursuant to Texas Rule of Civil Procedure 162 with prejudice.

Respectfully submitted,

/s/ Vincent P. Circelli Preston J. Dugas III State Bar No. 24050189 pdugas@dcclawfirm.com Vincent P. Circelli State Bar No. 24058804 vcircelli@dcclawfirm.com Andrew D. Spadoni State Bar No. 24109198 aspadoni@dcclawfirm.com Sarah Arroyo State Bar No. 24138756 sarroyo@dcclawfirm.com

DUGAS & CIRCELLI, PLLC 4800 Bryant Irvin Ct., Fort Worth, Texas 76107 Telephone: (817) 817-7000 Facsimile: (682) 219-0761

ATTORNEYS FOR PLAINTIFF SOUTHWEST TEXAS JUNIOR COLLEGE

CERTIFICATE OF SERVICE

I hereby certify that on June 6, 2025 a true and correct copy of the foregoing was served on all counsel of record pursuant to Texas Rule of Civil Procedure 21(a), as follows:

via e-service Jack W. Higdon Jack.higdon@blankrome.com Gregory J. Moore Greg.moore@blankrome.com Christopher W. Caudill Christopher.caudill@blankrome.com

BLANK ROME LLP 717 Texas Avenue, Suite 1400 Houston, Texas 77002-2727 Telephone: (713) 228-6601 Facsimile: (713) 228-6605

ATTORNEYS FOR DEFENDANT

/s/ Vincent P. Circelli Vincent P. Circelli

APP. G

Filed 6/6/2025 1:59 PM Jo Ann Cervantes, District Clerk Val Verde County, Texas Bertha Benoit

CAUSE NO. 2023-0279-CIV

SOUTHWEST TEXAS JUNIOR § IN THE DISTRICT COURT OF COLLEGE § Plaintiff, § § v. § VAL VERDE COUNTY, TEXAS TEXAS ASSOCIATION OF SCHOOL § BOARDS RISK MANAGEMENT FUND, § AND ABERCROMBIE, SIMMONS, & § GILLETTE, INC. § Defendants. § 83RD JUDICIAL DISTRICT

DEFENDANT’S CONSENT TO LIFTING OF TEX. CIV. PRAC. & REM. CODE § 51.014(b) STAY FOR LIMITED PURPOSE

Defendant Texas Association of School Boards Risk Management Fund (the “Fund”) files this consent to the lifting of the stay that is currently in place in this matter pursuant to TEX. CIV. PRAC. & REM. CODE § 51.014(b) as follows:

• • On May 19, 2025, the Fund filed a notice of appeal from this Court’s May 12, 2025 orders relating to Plaintiff Southwest Texas Junior College’s (the “College’s”) Motion for Partial Summary Judgment and the Fund’s summary judgment and plea to the jurisdiction assertions of governmental immunity from suit. That notice of appeal automatically stayed all “other proceedings in the trial court pending resolution” of the appeal. TEX. CIV. PRAC. & REM. CODE § 51.014(b). • Today, on June 6, 2025, the College filed both an (a) “Amended Notice Of Non-Suit Of Certain Claims With Prejudice” (the “Non-Suit Notice”); and (b) proposed “Order Granting Plaintiff’s Notice Of Non-Suit Of Certain Claims With Prejudice” (the “Non-Suit Order”). • The Fund has no objection to the lifting of the current stay of all trial court proceedings for the limited purpose of the Court’s acceptance of the College’s Non-Suit Notice filing and the execution of the College’s Non-Suit Order.

Respectfully submitted,

BLANK ROME LLP

By: /s/ Jack W. Higdon Jack W. Higdon jack.higdon@blankrome.com State Bar No. 24007360 Greg Moore greg.moore@blankrome.com State Bar No. 24055999 Christopher W. Caudill christopher.caudill@blankrome.com State Bar No. 24104717 717 Texas Avenue, Suite 1400 Houston, Texas 77002 (713) 228-6601 (713) 228-6605 (Fax)

-and-

Clarissa M. Rodriguez cmrodriguez@rampagelaw.com State Bar No. 24056222 Lori Hanson lwhanson@rampagelaw.com State Bar No. 21128500 2517 N. Main Avenue San Antonio, Texas 78212 (210) 227-3243 (210) 225-4481 (Fax)

ATTORNEYS FOR DEFENDANT TEXAS ASSOCIATION OF SCHOOL BOARDS RISK MANAGEMENT FUND

CERTIFICATE OF SERVICE

I certify that a true and correct copy of the foregoing instrument was served on all counsel of record for Plaintiff through the Val Verde County electronic filing manager on June 6, 2025, indicated below:

Via E-Filing Service Mr. Vincent P. Circelli Mr. Preston J. Dugas III DUGAS & CIRCELLI, PLLC 1701 River Run, Suite 703 Fort Worth, Texas 76107 Telephone: (817) 945-3061 vcircelli@dcclawfirm.com pdugas@dcclawfirm.com

/s/ Jack W. Higdon Jack W. Higdon

Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

Penny Johnson on behalf of Jack Higdon Bar No. 24007360 pljohnson@blankrome.com Envelope ID: 102282562 Filing Code Description: Brief Requesting Oral Argument Filing Description: Brief of Appellant Status as of 6/23/2025 9:14 AM CST

Associated Case Party: Texas Association of School Boards Risk Management Fund Name BarNumber Email TimestampSubmitted Status Barry Abrams barry.abrams@blankrome.com 6/23/2025 8:51:41 AM SENT Jack Higdon jack.higdon@blankrome.com 6/23/2025 8:51:41 AM SENT Joshua Huber josh.huber@blankrome.com 6/23/2025 8:51:41 AM SENT Penny Johnson penny.johnson@blankrome.com 6/23/2025 8:51:41 AM SENT Liniuse Umunna Liniuse.Umunna@blankrome.com 6/23/2025 8:51:41 AM SENT Noorhan Chahal noorhan.chahal@blankrome.com 6/23/2025 8:51:41 AM SENT Yvette Manzano yvette.manzano@blankrome.com 6/23/2025 8:51:41 AM SENT Gregory J.Moore Greg.Moore@BlankRome.com 6/23/2025 8:51:41 AM SENT Christopher W.Caudill Christopher.Caudill@BlankRome.com 6/23/2025 8:51:41 AM SENT Associated Case Party: Southwest Texas Junior College Name BarNumber Email TimestampSubmitted Status Amy Easley aeasley@dcclawfirm.com 6/23/2025 8:51:41 AM SENT Preston J.Dugas III pdugas@dcclawfirm.com 6/23/2025 8:51:41 AM SENT Vincent P. Circelli vcircelli@dcclawfirm.com 6/23/2025 8:51:41 AM SENT Andrew D. Spadoni aspadoni@dcclawfirm.com 6/23/2025 8:51:41 AM SENT Jennifer Saenz jsaenz@dcclawfirm.com 6/23/2025 8:51:41 AM SENT Sarah Arroyo sarroyo@dcclawfirm.com 6/23/2025 8:51:41 AM SENT