Columbia Casualty Company 333 S. Wabash Ave. Chicago, IL Lawyers Professional Liability Policy

Transcription

1 MANAGEMENT LIABILITY ERRORS & OMISSIONS ENDORSEMENT In consideration of the additional premium charged it is understood and agreed that the Policy is amended as follows: Solely for purposes of the coverage provided in this endorsement the provision entitled INSURING AGREEMENT is amended by adding the following: Management Liability Coverage The Company agrees to pay on behalf of the Management Liability Insured, subject to the limit of liability in the Declarations, all sums in excess of the deductible which the Management Liability Insured shall become legally obligated to pay as Damages and Claims Expenses because of any Claims first made against the Management Liability Insured and reported in writing to The Company during the Policy Period or any Extended Reporting Period, caused by any Wrongful Management Act of the Management Liability Insured, or any other person for whose Wrongful Management Acts the Management Liability Insured is legally responsible, PROVIDED ALWAYS THAT such Wrongful Management Act occurs: during the Policy Period; or prior to the Policy Period, provided that prior to the inception date of the first Management Liability Errors & Omissions Endorsement issued by The Company to the Named Insured and continuously renewed and maintained in effect from the inception of such endorsement: (1) The Management Liability Insured did not give notice to any prior insurer of any such Wrongful Management Act, and (2) none of the Management Liability Insureds had any reasonable basis to believe that they had committed a Wrongful Management Act or to foresee that a Claim would be made against any of them; and (3) there is no prior policy (or policies) which provides insurance for such liability or Claim, unless the available limits of liability of such prior policy or policies are insufficient to pay any liability or Claim, in which this Policy will be excess over such coverage, whether such prior policies afford primary, excess, contingent or umbrella insurance, and subject to this Policy s terms, limits of liability, deductible, exclusions, endorsements and conditions. It is expressly understood and agreed that this Policy shall not apply to any Claim made against a Management Liability Insured Person arising out of any Wrongful Management Act, which first occurred prior to the date such individual became a Management Liability Insured Person. II. Solely for purposes of the coverage provided by this endorsement the Limits of Liability and Deductible section, paragraphs A, B, and C. are deleted in their entirety and replaced with the following: LIMIT OF LIABILITY AND DEDUCTIBLE Page 1

2 Management Liability Limit of Liability: Each Claim The limit of liability of The Company for each Claim first made against the Management Liability Insured and reported to The Company during The Policy Period and any Extended Reporting Period shall not exceed the amount stated in Item 4b. of the Declarations for each Claim, and shall include Damages and Claims Expenses. Management Liability Limit of Liability: In the Aggregate Subject to paragraph immediately above, the limit of liability of The Company for all Claims first made against the Management Liability Insured and reported to the Company during the Policy Period and any Extended Reporting Period, shall not exceed the amount stated in Item 4b of the Declarations as the aggregate, and shall include Damages and Claims Expenses. The limits of liability of The Company for any Extended Reporting Period shall be part of, and not in addition to, the limits of liability of The Company for the Policy Period. Management Liability Deductible: In the Aggregate The deductible amount stated in Item 5b. of the Declarations applies to all Claims made against a Management Liability Insured, and shall be paid by the Management Liability Insured, and shall be applied to the payment of Damages and Claims Expenses resulting from all Acts giving rise to Claims first made and reported to the Company during the Policy Period and any Extended Reporting Period, until such aggregate deductible is fully satisfied. The Company s obligation to pay under the Policy shall be excess of the deductible but only up to the amount of insurance otherwise available hereunder. The limits of liability set forth in Item 4b of the Declaration are in excess of the deductible in Item 5b of the Declaration page. This Management Liability Deductible is separate from and will not be used to satisfy the requirements of the deductible as set forth in Item 5. of the Declarations. The Management Liability Insured shall make direct payments within the deductible to appropriate parties as designated by The Company. In the event The Company chooses to advance any payment which is the responsibility of the Management Liability Insured pursuant to the deductible obligation, the Management Liability Insured shall promptly reimburse The Company for such payment. III. The provision entitled DEFINITIONS is amended as follows: Solely for the purposes of the coverage provided in this endorsements, definition Claim, is deleted in its entirety and replaced with the following: Claim means a demand received by a Management Liability Insured for money or services, including the service of suit or the institution of any arbitration, grievance, disciplinary, judicial or administrative proceedings against the Management Liability Insured provided that such demand arises out of an actual or alleged wrongful management act. Solely for purposes of the coverage provided in this endorsement the following definitions are added: Page 2

3 (K) (L) (M) (N) (O) Management Liability Insured means the Named Insured and Management Liability Insured Persons Named Insured means the entity that is named in Item 1 of the Declarations, as legally constituted at the effective date of the Policy. Management Liability Insured Person(s) means any individual who has been, now is or shall become a duly elected Director or Trustee of the Named Insured; a duly elected Officer of the Named Insured; an employee or committee member of the Named Insured whether or not they are salaried; and any members of the Named Insured acting on its behalf in a voluntary capacity so long as all such individuals are acting solely within their Management Liability Insured Capacities. Management Liability Insured Capacity(ies) means any actions taken by a Management Liability Insured Person so long as such action is pursuant to the legal authority conferred upon such person and is within the scope of duties prescribed by the Articles of Incorporation, Charter, By-laws, Trust Indentures, Plan of Action, Resolution of the Board or other similar governing document or established policies or procedures of the Named Insured. Management Liability Insured Capacity(ies) shall not mean actions taken by a Management Liability Insured Person while acting on behalf of or for the benefit of any entity other than the Named Insured. Wrongful Management Act means any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty by any Management Liability Insured solely in their Management Liability Insured Capacity(ies), while rendering or failing to render control, direction, administration or management of the Named Insured. Wrongful Management Acts that have as a common nexus any fact, circumstance, situation, event, transaction or series of facts, circumstances, situations, events or transactions shall be deemed interrelated Wrongful Management Acts and shall constitute one Wrongful Management Act. Solely for purposes of the coverage provided in this endorsement, wherever the terms Insured or Act appear in the Policy such terms shall be deleted and replaced with the defined terms Management Liability Insured and Wrongful Management Act, respectively. I. The provision entitled EXCLUSIONS is amended as follows: Solely for purposes of the coverage provided in this endorsement exclusion (H) of the Policy is deleted in its and replaced with the following: (H) to any Claim arising out of bodily injury, sickness, disease or death of any person, or for damage to or destruction of any tangible property including less of use thereof; Solely for purposes of the coverage provided in this endorsement Exclusion of the policy is deleted in its entirety and replaced with the following: Page 3

4 to any Claim arising out of a Management Liability Insured s capacity as a public official, or employee or representative of a governmental body; when not acting in a Management Liability Insured Capacity. Solely for purposes of the coverage provided in this endorsement exclusion of the Policy is deleted its entirety. (D) Solely for purposes of the coverage provided in this endorsement the following exclusions are added: (L) (M) (N) to any Claim arising out of receipt by any Management Liability Insured Person of any remuneration paid or benefit given in fact to them without the previous approval of the Named Insured if it shall be determined by a judgment or other final adjudication that such remuneration or benefit is in violation of law or if such remuneration is to be repaid to the Management Liability Insured under a settlement agreement; to any Claim arising out of or attributable solely to allegations of a Management Liability Insured Person having gained any personal profit or advantage to which he was not legally entitled. to any Claim arising out of the printing of periodicals, advertising matter, or any and all jobs taken by the Management Liability Insured to be printed for a third party, when the periodical, advertising matter, or the printing is not a regular part of the Named Insured s own entity publication; (O) to any Claim arising from charges of seepage, pollution or contamination and based upon or attributable to violation or alleged violation of any Federal, State, municipal or other governmental statute, regulation or ordinance prohibiting or providing for the control or regulation of emissions of effluents of any kind into the atmosphere or any body of land, water, waterway or watercourse or arising from any action or proceeding brought for enforcement purposes by any public official, agency, commission, board of pollution control administration pursuant to any such statutes, regulations or ordinances or arising from any claims alleging seepage, pollution or contamination based upon common law nuisance upon common law nuisance or trespass. (P) to any Claim based upon or attributable to, arising out of, directly or indirectly, or in any way related to wrongful termination, discrimination, sexual harassment, failure to hire or promote or any other similar employment matters. (Q) to any Claim based upon or attributable to, arising out of directly or indirectly, or in any way related to a Management Liability Insured Person rendering or failing to render Professional Services. Page 4

5 (R) to any Claim arising out of a Personal injury that is a publication or utterance concerning any organization or business enterprise or its products or services made by or at the direction of the Management Liability Insured with knowledge of the falsity thereof. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) Page 5