EJ – Indemnification Protection

Cherry Creek School District shall indemnify its officers and directors including the Board of Education and members of the Administrative Council (administrators) together with their heirs, estates and personal administrators against any and all claims, judgments, costs, attorney fees and other reasonable expenses to the extent permitted by the constitution and laws of Colorado and as set forth below. Purposes The District recognizes the need to encourage elected officials, appointed officers and administrators to effectively and efficiently perform their duties and to protect such individuals in the performance of their duties. To this end, the Board desires to provide such individuals assurances by way of indemnification against claims and causes of action which might arise in the performance of their duties for the District. Legal Counsel and Indemnification Provided In all applicable cases, the District shall provide competent legal counsel of its choosing to defend any Board member, appointed officer or administrator as defined above who is a party defendant or is threatened with being made a party defendant to any threatened, pending or contemplated civil, administrative or investigative action, suit or proceeding by reason of the fact that the person is or was an administrator, elected official or appointed officer of the District. The District also shall pay or indemnify such persons against all expenses, court costs including expert fees, attorneys' fees, fines, punitive damages, appellate costs and necessary bonds relative thereto, judgments and amounts paid in settlement or satisfaction of judgments actually and reasonably incurred by him in connection with such action, suit or proceeding provided that as determined by the Board in its discretion such person acted in good faith within the scope of his authority, employment and duties and in the reasonable belief that his actions were lawful, reasonable and in the best interests of the District. Discretion of the Board The Board at its discretion may direct District legal counsel or any other attorney of its choice to defend any such legal action. The designation of defense counsel by the Board shall not preclude such defense being conducted under a reservation or rights of indemnity by the District. In the event the cause of action is covered under a District insurance policy or under the provision of any self-insurance program or insurance pool which provides for defense, the Board shall have the discretion to decide whether the District's legal counsel or any attorney is designated to assist appointed insurance counsel in the defense. Exceptions/Inapplicability Nothing in the policy shall be construed to require the District to provide legal counsel or indemnification in the following situations:

1. In civil matters, where such person described above is plaintiff or moving party or where it shall be finally adjudicated in any action, suit or proceeding that the person had not acted in good faith and in the reasonable belief that his own action was in the best interests of the District.
2. In criminal actions, where such person described above is the complaining party or where such person in the discretion of the Board knew or had reasonable grounds to believe or with reasonable diligence should have believed that his conduct was unlawful.
3. In the event the District carries insurance covering such acts or omissions unless the claim asserted is in excess of the insurance policy limits.

Presumptions/Settlements Termination of any action, suit or proceeding by judgment, order or conviction adverse to such person described above, or by settlement or by pleas of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in the reasonable belief that his action was in the best interest of the District, and with respect to any criminal action or proceeding that the person had reasonable cause to believe that his conduct was unlawful. A monetary claim for which indemnification is requested may not be compromised or settled without the prior written consent of the District. Other Legal Counsel Nothing in this policy shall be construed to prohibit any such person described above from seeking additional legal counsel other than provided by the District. However, nothing in this policy shall be construed to require the District to pay any fees or other expenses incurred as the result of employment of such additional counsel except as provided below. Notification/Duty to Mitigate Any individual claiming indemnification must notify the district by contacting the president of the Board or any member of the Board if the president is unavailable within three business days of receipt of a summons and complaint or other service of process or notice of any action, suit or proceeding that requires or may require a response by the individual. Such notification may be made by telephone or in person but must be followed immediately by written notification mailed to the district office within the three-business-day period. Upon notification, a special meeting of the Board to be attended by legal counsel for the district shall convene as soon as possible, and the determination shall be made whether in the discretion of the Board indemnification is required under this policy. If so, the necessary arrangement for legal defense shall be discussed and authorized. In the event that the Board does not convene or decide to defend within 10 days of the notification subject to the provision of state law, the individual claiming indemnification should arrange for his own defense and present a claim for reimbursement of fees paid and assumption of future defense costs at the next regularly-scheduled Board meeting. At that time, the Board shall decide whether to accept responsibility for the defense. Nothing in this policy shall make the district or any director, officer, administrator or employee liable for injury or damages resulting from a failure to defend. The individual has an absolute duty to avoid and mitigate all such injury or damages by arranging for his own defense in the event that the district fails or refuses to act within the time period set forth in this section. Failure to comply with the time requirements for good cause shall not preclude the individual's right to indemnification or defense as otherwise provided in this policy. In addition to the notification requirements stated above, it shall be the responsibility of the Board and the individual claiming indemnification to ensure that timely notice is provided to any applicable insurance carrier, company, agent or adjuster. Other Rights The provisions of this policy shall not be deemed exclusive of any rights to which those indemnified may be entitled under any statute, ordinance, other agreement, insurance or other policy of the District. Acts Covered The provisions of this policy shall apply to all acts of any elected official, appointed officer or administrator committed during any term or terms of office or employment of any such person. Subject to the general requirements stated above and the provision that this policy cannot extend protection beyond that permitted by the constitution and laws of Colorado, there is no intention or attempt to limit or specifically define categories of cases for which indemnification may be claimed. The following are examples of matters in which this policy is intended to extend existing statutory protection:

1. Any claim based on federal law, whether filed in federal or state court
2. Any claim for declaratory or injunctive relief
3. Contractual claims
4. Tort and negligence claims including those in excess of limits established by the Colorado Governmental Immunity Act
5. Claims based on alleged conflict of interest
6. Claims based on bond issuance, disclosure and sales
7. Claims based on acts alleged to be in excess of lawful authority

Effect of Invalidity or Unenforceability of this Policy/Severability In adopting this policy, the Board is cognizant of the limitation upon the expenditures of public funds and does not purport to extend indemnification protection beyond such limitations. This policy is based upon the belief and opinion of the Board that its purpose in adopting this policy is a public purpose and that the Board has a public responsibility to protect its members, directors, officers and administrators from exposure to personal claims arising for acts and omissions occurring in the course of carrying out district responsibilities, functions and duties. However, in the event that this policy is declared by any court to be invalid, illegal or unenforceable as against the individual directors, officers and administrators as against the District itself, then it also shall be unenforceable as against the individual directors, officers and administrators of the District individually and collectively. The invalidation of this policy as to any particular claim shall not be construed as rendering the policy invalid as to other claims. The invalidation of any provision of this policy shall not render any other provisions invalid. No Modification or Extension of Governmental Immunity This policy shall not constitute insurance nor any act on behalf of the District to extend or modify the provisions of the Colorado Governmental Immunity Act. To the extent the act shall be deemed to impose upon the District liability to third parties in excess of that presently provided and allowed by the act, such provisions shall be null and void and without binding effect on the District, its directors, officers and administrators. This policy shall not be deemed to limit, modify or alter any insurance benefits, governmental immunity or rights of any District employees not covered by the terms of this policy.

Legal References:	C.R.S. 24‑10‑101 et seq. (Colorado Governmental Immunity Act)

Adoption Date: May 09, 1988