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HomeMy WebLinkAboutOMNI-CRA-R-00-0051® ® ITEM 1 OMNI/CRA RESOLUTION NO. OMNI/CRA A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY ("CRA") APPROVING THE PROCUREMENT OF THE NOT -FOR -PROFIT DIRECTOR AND OFFICERS ORGANIZATION LIABILITY INSURANCE FOR THE CRA BOARD OFFICERS AND ITS DIRECTORS ATTACHED HERETO AS EXHIBIT "A". WHEREAS, the City of Miami approved and adopted the Omni Area Redevelopment Plan pursuant to Resolution Nos. 86-868 and 86-607 (the "Redevelopment Plan"); and WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Omni Redevelopment Area (the "Redevelopment Area") established pursuant to the Redevelopment Plan; and WHEREAS, the CRA desires to approve Not -For -Profit Director and Officers Liability Insurance in the amount of ' $5 -million dollars with an annual premium of $7,963.00 to -protect the officers and directors of the CRA. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY .REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The .recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The Board of Directors of CRA hereby authorizes the Executive Director to obtain the Not -For -Profit Director and Officers Liability Insurance in the amount of $5 million dollars with an annual premium of $7,963.00 for the CRA Board Officers and its Directors in accordance with. the term of Exhibit "A" and incorporated herein by reference. Section 3. The resolution shall be effective upon its adoption. PASSED AND ADOPTED on this 20t' day of November, 2000. k a CONTAINED TES . Walter J. Fo%ww1rC-itf Clerk APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Legal Counsel 0 ITEM 1 Now OMNI/CRA Arthur E. Teele, Jr., Chairman OARMICRA 00- 51 T CITY OF MIAMI, FLORIDA ITEM I INTER -OFFICE MEMORANDUM Chairman Teele and DATE: November 6, 2000 FILE Members of the CRA Board SUBJECT: General Liability Insurance Di ak M. Pare clv REFERENCES: FROM. p ` RE ERE CES: Executive Direct ENCLOSURES: Resolution and Liability Insurance Policy RECOMMENDATION It is recommended that the CRA Board approve the attached resolution activating the enclosed Not -For - Profit Liability Insurance Policy for the CRA. The policy will cover the officers and directors up the CRA for up to $5,000,000.00 per loss per year. BACKGROUND A Resolution of the Board of Directors of the CRA approving the procurement of the Not -For -Profit Director and Officers Organization Liability Insurance for the CRA Board Officers and its Directors. Funding Source: General Fund Account Number: 689004.550011.6.650 SEOP 9B d CRA � 1 VU® OCT-26-2000 18:30 RON RISK SERVICES 305 372 1455 P.02iO4 f FEBB CHUBB GRO P OF INSURANCE CONANTES 6200 Courtney Campbell Causeway, Tampa, FL 33607-1489 Telephone (813) 281-7400 BINDER CHUBB EXECUTIVE RISK 1. COVERAGE: Not For Profit Organization Liability 2. FORM ($): 14-02-2009 3. COMPANY: Federal Insurance Company 4. INSURED: Southeast Ovenown/Park West Trust Fund & Omni Trust Fund dba City of Miami Community Redevelopment Agency 5. POLICY NUMBER: 8182-81-92 6. TERM: 10/75/2000-10/25I2001 7. BINDER PERIOD: 10/25/2000-11/24/2000 IJNIIT OF LIABILITY: S 5200031000. 409, DEDUCTIBLE AMOUNT_ S 10,000. 10. CONDITIONS: All standard terms, provisions, conditions, clauses and exclusion of the policy form specked above, plus: Professional Liability F-w1usion, Spmal Liability Exclusion, Outside Directorship Liability Fxtension. 11. ANNUAL PREMIUM: S 7,963. 12. M PORTANT BINDER CONDITIONS: G This binder is intended for use as evidence that insurance described above has been effected for the term indicated against which the policy will be duly issued Please advise immediately of any discrepancies, inaccuracies or necessary changes. By: -� Authorized Employee October 25. 2000 Date ®0CRAi4p`IJj ey IT ,� 4()NAon Risk Services to .4on Risk Services, Inc of Florida Ln 1001 Brickell Bay Drive Suite 1100 M Miami FL 33131 M (305) 372-9950 FAX (305) 372-1455 m M count Executive : Beltranjuan E Invoice Amount due on receipt of invoice City Of Miami Comm. Redev. Agency Le-� 300 Biscayne Blvd Way 9 Suite 430 I Miami FL 33130-1910 �j W "�' - r� •, r �'.r _t,+�i--.; '" Il { /•:^• r/,t{ �•. :u... tR ' ��.d as• yr�vT• c' w 1 •.:�: �fl:Xe_ - ih 1 - �a�.yp_ y;s{,,at,�;- ti r E I..IF hr iy+x.�. !1� .. -r., ,, �: Win..; Sr r-ate+-e.m�F�it�Y�iRfR 161111 0 { • 1 111 230000000629 •1 <. •fin _ • 4 a��.�•'RPM y 1.y'% • III 8182-81-92 Ln • I11 • 11 'City Of 0 Agency Cc Federal Insurance Company Directors & Officers Coverage New Premium . Total Invoice Amount Please See Reverse Side for Statement Regarding Compensation ft i; 7,963.00 7,963. 0 1 of I RT FOR PROFIT ORGANIZATIN LIABILITY POLICY cHUBB DECLARATIONS Chubb Group of Insurance Companies 15 Mountain View Road Warren, New Jersey 07059 Policy Number: 8182-81-92 TPA Federal Insurance Company, a stock 'insurance company; incorporated under the laws of Indiana, herein called the Company. THIS IS A CLAIMS MADE POLICY. THIS POLICY COVERS ONLY CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. PLEASE READ CAREFULLY. Item 1. Organization: SOUTHEAST OVERTOWN / PARK WEST TRUST FUND & OMNI..TRUST FUND 600 BISCAYNE BOULEVARD WAY MIAMI, FLORIDA 33131 Item 2. Limits of Liability: (A) Each Loss $ 5, 000, 000. (B) Each Policy Year $ 5, 000, 000. Note that the limits of liability and deductible are reduced or exhausted by Defense Costs. Item 3. Policy Period: From 12:01 a.m. on OCTOBER 25, 2000 To 12:01 a.m. on OCTOBER 25, 2001 Local time at the Organization's address. Item 4. Deductible Amount: (A) Non-Indemnifiable Loss None (B) Indemnifiable Loss $ 10,000. Item 5. Extended Reporting Period: (A) Additional Premium: 75 % OF ANNUAL PREMIUM (B) Additional Period: ONE YEAER Item 6. Pending or Prior Date: 10-25-2000 Item 7. Termination of Prior Policies: NONE In witness whereof, the Company issuing this policy has caused this policy to be signed by its authorized officers, but it shall not be valid unless also signed by a duly authorized representative of the Company. FEDERAL INSURANCE COMPANY .4 /7 014Z *1117 �4fx Secretary President October 25, 2000 Date Authorized Representative SEOPW - plai0— 101 Form 14-02-2009 (Ed. 5.96) Page 1 of 10 ® o 0 UA 0 cF-ouBB NOT FOR PROFIT ORGANIZATIN LIABILITY POLICY In consideration of payment of the premium and subject to the Declarations, limitations, conditions, provisions, and other terms of this policy, the Company agrees as follows: Insuring Clause 1. The Company shall pay on behalf of an Insured all Loss which such Insured becomes legally obligated to pay on account of any Claim first made against such Insured during the Policy Period or, if exercised, during the Extended Reporting Period, for: a. a Wrongful Act, b. Employment Practices, or C. Personal Injury or Publishers Liability committed, attempted, or allegedly committed or attempted, by such Insured before or during the Policy Period. ...::::.:.. Spousal Liability 2. If a Claim against an Insured Person includes a claim against the lawful spouse Coverage of such Insured Person solely by reason of such spouse's status as a spouse or such spouse's ownership interest in property which the claimant seeks as recovery for an alleged Wrongful Act of such Insured Person, all loss which such spouse becomes legally obligated to pay on account of such claim shall be treated for purposes of this policy as a Loss which such Insured Person becomes legally obligated to pay on account of the Claim made against such Insured Person. All limitations, conditions, provisions and other terms of coverage (including the Deductible Amount) applicable to such Insured Person's Loss shall also be applicable to such spousal loss. However, coverage shall not apply to the extent any Claim alleges any act or omission by such Insured Person's spouse. Extended Reporting 3. If this policy is terminated or not renewed for any reason other than nonpayment Period of premium, any Insured shall have the right, upon payment of the additional premium set forth in Item 5(A) of the Declarations, to an extension of the coverage granted by this policy for the period set forth in Item 5(B) of the Declarations (Extended Reporting Period) following the effective date of termination or nonrenewal, but only for a Wrongful Act committed, attempted, or allegedly committed or attempted, prior to the effective date of termination or nonrenewal. This right of extension shall lapse unless written notice of such election, together with payment of the additional premium due, is received by the Company within 30 days following the effective date of termination or nonrenewal. Any Claim made during the Extended Reporting Period shall be deemed to have been made during the immediately preceding Policy Year. Exclusions 4.1 The Company shall not be liable for Loss on account of any Claim based upon, arising from, or in consequence of:- . (a) any circumstance if written notice of such circumstance has been given under any policy of which this policy is a renewal or replacement and if such prior policy affords coverage (or would afford such coverage except for the exhaustion of its limits of liability) for such Loss, in whole or in part, as a result of such notice; Form 14-02.2009 (Ed. 5-96) Page 3 of 10 Old/ d U - J fflusions (b) any demand, suit or other proceeding pending, or order, decree or (continued) judgment entered for or against any Insured on or prior to the Pending or Prior date set forth in Item 6 of the Declarations, or the same or any substantially similar fact, circumstance or situation underlying or alleged therein; (c) any deliberately fraudulent act or omission or any willful violation of any statute or regulation by such Insured, if a judgment or other final adjudication adverse to such Insured establishes such a deliberately fraudulent act or omission or willful violation; (d) such Insured having gained in fact any profit, remuneration or advantage to which such Insured was not legally entitled; (e) based upon, arising from, or in consequence of (i) the actual, alleged or threatened discharge, release, escape or disposal of Pollutants into or on real or personal property, water or the atmosphere; or (ii) any direction or request that the Insured test for, monitor, clean up, remove, contain, treat; " detoxify or neutralize Pollutants, or any voluntary decision to do so; including but not limited to any Claim for the financial loss to any Organization, its security holders or its creditors based upon, arising from, or in consequence of the matters described in (i) or (ii) of this exclusion. Provided, however that this exclusion shall not apply to any Claim for wrongful dismissal, discharge or termination of employment of any Insured Person in retaliation for such Insured Person's actual or threatened disclosure of the matters described in (i) or (ii) of this exclusion; or (f) any written, oral, express or implied contract or agreement; provided, however, that this exclusion shall not apply to (i) Employment Practices, or (ii) that part of Loss which constitutes Defense Costs. 4.2 The Company shall not be liable for Loss on account of any Claim: (a) for mental or emotional distress (except with respect to Employment Practices), bodily injury, sickness, disease, or death of any person, loss of use of tangible property whether or not it is damaged or destroyed, or damage to or destruction of any tangible property; (b) for an actual or alleged violation of the resonsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act (except the Equal Pay Act), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, amendments to or rules or regulations promulgated pursuant to these laws, or similar provisions of any federal, state or local statutory law or common law. Provided, however, that this exclusion shall not apply to any Claim for retaliatory treatment of an Insured Person with respect to actual or threatened disclosures by such Insured Person of any actual or alleged violation of the Fair Labor Standards Act or the Occupational Safety and Health Act; (c) for liability of others assumed by any Insured under any written, oral, express or implied contract or agreement except to the extent that an Insured would have been liable in the absence of the contract or agreement; or (d) brought or. maintained by or on behalf of any Insured except: SEOPW/CRA Form 14-02-2009 (Ed. 5.96) Page 4 of 10 0MVCRA,, 00- i • 'J NE • NOT FOR PR OG PROFIT R ANIZATI�N LIABILITY POLICY cHUBB Exclusions (i) a Claim that is a derivative action brought or maintained on behalf (continued) of an Organization by one or more persons who are not Insured Persons and who bring and maintain such Claim without the solicitation, assistance or participation of any Insured, or (ii) a Claim for Employment Practices. Severability of 5. With respect to the Exclusions in sections 4.1 and 4.2 of this policy, (i) no fact Exclusions pertaining to or knowledge possessed by any Insured Person shall be imputed to any other Insured Person to determine if coverage is available; and (ii) only .facts pertaining to and knowledge possessed by any past, present or future President or Chairman of any Organization shall be imputed to any Organization to determine if coverage is available. Limit of Liability and 6. All Loss arising out of the same Wrongful Act and all Interrelated Wrongful Deductible Acts of any Insured shall be deemed one Loss, and such Loss shall be deemed to have originated in the earliest Policy Year in which a Claim is first made against any Insured alleging any such Wrongful Act or Interrelated Wrongful Acts. Form 14-02-2009 (Ed. 5-96) The Company's maximum liability for each Loss shall be the Limit of Liability for each Loss set forth in Item 2(A) of the Declarations. The Company's maximum liability for all Loss on account of all Claims first made during the same Policy Year shall be the Limit of Liability for each Policy Year set forth in Item.2(B) of the Declarations. The Company's liability under this policy shall apply only to that part of each Loss which is excess of the applicable Deductible Amount set forth in Item 4 of the Declarations, and such Deductible Amount shall be borne by the Insureds uninsured and at their own risk. The Deductible Amount for Non-Indemnifiable Loss set forth in Item 4(A) of the Declarations shall apply to Loss incurred by any Insured Person for which no Organization is permitted or required to indemnify, or is permitted or required to indemnify but does not do so by reason of Financial Impairment. The Deductible Amount for Indemnifiable Loss set forth in Item 4(13) of the Declarations shall apply to all other Loss. If a part of a single Loss is subject to the Deductible Amount for Non-Indemnifiable Loss and part of the same Loss is subject to the Deductible Amount for Indemnifiable Loss, the maximum Deductible Amount applicable to such Loss shall be the Deductible Amount for Indemnifiable Loss. An Organization shall be deemed permitted or required to indemnify an Insured, and the shareholder and board of director resolutions of an Organization shall be deemed to provide indemification to an Insured, to the fullest extent authorized by law. For purposes of this paragraph, the shareholder and board of director resolutions of the Organization shall be deemed to provide indemnification for such Loss to the fullest extent permitted by such law. _ .For purposes of this section 6 only, the Extended Reporting Period, if exercised, shall be part of and not in addition to the immediately preceding Policy Year. SEOPWICRA 00- 101 U Page 5 of 10 and Notice 7. Any Insured shall, as a condition precedent to exercising rights under this policy, give to the Company written notice as soon as practicable of any Claim. If during the Policy Period or Extended Reporting Period (if exercised) an Insured becomes aware of circumstances which could give rise to a Claim and gives written notice of such circumstances to the Company, then any Claim subsequently arising from such circumstances shall be considered to have been made during the Policy Period or the Extended Reporting Period in which the circumstances were first reported to the Company. All Insureds shall, as a condition precedent to exercising their rights under this policy, give to the Company such information and cooperation as it may reasonably require, including but not limited to a description of the Claim or circumstances, the nature of the alleged Wrongful Act, the nature of the alleged or potential damage, the names of actual or potential claimants, and the manner in which such Insured first becarne--aware of the Claim or circumstances. Notice to the Company under this policy shall be given in writing addressed to: Notice of Claim: Claims Department Chubb Group of Insurance Companies 15 Mountain View Road Warren, New Jersey 07059 All other notices: Executive Protection Practice Chubb Group of Insurance Companies 15 Mountain View Road Warren, New Jersey 07059 Such notices shall be effective on the date of receipt by the Company at such address. Defense and 8. The Company shall have the right and duty to defend any Claim covered by this Settlement policy. Coverage shall apply even if any of the allegations are groundless, false or fraudulent. The Company's duty to defend shall cease upon exhaustion of the Company's applicable Limit of Liability set forth in Item 2 of the Declarations. Defense Costs are part of and not in addition to the applicable Limit of Liability set forth in Item 2 of the Declarations, and the payment by the Company of Defense Costs reduces such applicable Limit of Liability. All Insureds agree to provide the Company with all information, assistance and cooperation which the Company reasonably requests and agree that they will do nothing that may prejudice the Company's position or its potential or actual rights of recovery. No Insured shall settle any Claim, incur any Defense Costs, assume any contractual obligation or admit any liability with respect to any Claim withoiit'the Company's written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented. s�ogwsc� 001 — 10 Form 14-02-2009 (Ed. 5-96) Page 6 of 10 ® J , 'C'qJ. 1 NOT FOR PROFIT ORGANIZATION LIABILITY POLICY cNVBB Defense and The Company may make any investigation it deems necessary and may, with the Insured, settlement of any Claim it deems Settlement the consent of make any (continued) expedient. If such Insured withholds consent to such settlement, the Company's liability for all Loss on account of such Claim shall not exceed the amount for which the Company could have settled such Claim plus costs, charges and expenses accrued as of the date such settlement was proposed in writing by the Company to such Insured. Other Insurance 9. If Loss arising from a Claim made against any Insured is insured under any other valid policy, prior or current, then this policy shall cover such Loss, subject to its limitations, conditions, provisions and other terms, only to the extent that the amount of such Loss is in excess of the amount of payment from such other, insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability provided in this policy. Changes in Exposure Acquisition or Creation 10. If an Organization (i) acquires any entity by merger into or consolidation with of Another Organization the Organization, or (ii) acquires securities or voting rights in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary, such entity and its Insured Persons shall be Insureds under this policy but only with respect to Wrongful Acts committed, attempted, or allegedly, committed or attempted, after such acquisition or creation unless the Company agrees, after presentation of a complete application and all appropriate �. information, to provide coverage by endorsement for Wrongful Acts committed, attempted, or allegedly committed or attempted, by such Insureds prior to such acquisition or creation. The Organization shall give written notice of such acquisition or creation to the Company as soon as practicable together with such information as the Company may require, and shall pay any reasonable additional premium required by the Company. Cessation of 11. In the event an entity ceases to be a Subsidiary before or after the inception Subsidiaries date of this policy, coverage with respect to such Subsidiary and its Insured Persons shall continue until termination of this policy but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted, prior to the date such entity ceased to be a Subsidiary. Representation and 12. In granting coverage to the Insureds, the Company has relied upon the Severability declarations and statements in the written applications for this policy and the written applications submitted to any other insurer which is specified in section 6 of the application for this policy. Such declarations and statements are the basis of coverage and shall be considered as,Jncorporated in and constituting a part of this policy. Such written applications for coverage shall be construed as separate applications for coverage by each Insured. With respect to the declarations and statements contained in such written applications for coverage, no statement in the applications or knowledge possessed by any Insured shall be imputed to any other Insured for the purpose of determining if coverage is available. Form 14-02-2009 (Ed. 5-96) SE01 TlCti .A Page 7 of 10 13. Coverage shalt extend anywhere in the world. .. ....... .. Subrogation 14. In the event of any payment under this policy, the Company shall be subrogated to the extent of such payment to all of the Insured's rights of recovery, and such Insured shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Company effectively to bring suit in the name of such Insured. .. ... ... Action Against the 15. No action shall lie against the Company unless, as a condition precedent thereto, Company there shall have been full compliance with all of the terms of this policy. No person or organization shall have any right under this policy to join the Company as a party to any action against any Insured to determine such Insured's liability nor shall the Company be impleaded by such Insured or legal representatives of such Insured. ....... . . . . . . . . ......... Estates and Legal 16. Subject to the limitations, conditions, provisions and other terms of this policy, Representatives coverage shall extend to Claims for Wrongful Acts of Insureds where such Claims are made against the estates, heirs, legal representatives or assigns of Insured Persons who are deceased, or against the legal representatives or assigns of Insured Persons who are incompetent, insolvent or bankrupt. ..... . .... . .. . . ....... . ... .. . ..... . . . ........ ruptcy 17. Bankruptcy or insolvency of an Insured or of the estate of such Insured shall not relieve the Company of its obligations or deprive the Company of its rights under this policy. ....... ....... Authorization Clause 18. By acceptance of this policy, the first Organization specified in Item 1 of the Declarations agrees to act on behalf of each Insured with respect to the giving and receiving of notice of Claim or termination, the payment of premiums and the receiving of any return premiums that may become due under this policy, the. negotiation, agreement to and acceptance of endorsements, and the giving or receiving of any notice provided for in this policy (except the giving of notice to apply for the Extended Reporting Period), and each Insured agrees that the first named Organization shall act on their behalf. ... . Z..: Alteration and 19. No change in, modification of, or assignment of interest under this policy shall Assignment be effective except when made by written endorsement to this policy which is signed by an authorized representative of the Company. Termination of Policy 20. This policy shall terminate at the earliest of the following times: (a) 10 days after receipt by the first Organization specified in Item 1 of the Declarations of a written notice of termination from the Company based upon nonpayment of premium; (b) upon receipt by the Company of written notice of termination from the first Organization specified in Item 1 of the Declarations or, if a later time is specified in such notice, at such later time; Form 14-02-2009 (Ed. 5-96) SEOPWICRAI U U A Page 8 of 10 . — V­ ONM/M,,, ou - cr-ruBB NOT FOR PROFIT ORGANIZATION LIABILITY POLICY Termination of Policy (c) upon expiration of the Policy Period as set forth in Item 3 of the (continued) Declarations; or (d) at such other time as may be agreed upon by the Company and the first named Organization. The Company shall refund the unearned premium computed at customary short rates if the policy is terminated by the first named. Organization. Under any other circumstances the refund shall be computed pro rata. Termination of Prior 21. The inception of this policy shall terminate, if not already terminated, any policies Policies specified in Item 7 of the Declarations. Definitions 22. Claim means a: (i) written demand for monetary damages, -.. (ii) civil proceeding commenced by the service of a complaint or similar pleading, (iii) criminal proceeding commenced by the return of an indictment, or (iv) formal administrative or regulatory proceeding commenced by the filing of a notice of charges, formal investigative order or similar document, against an Insured for a Wrongful Act, including any appeal therefrom. Defense Costs means that part of Loss consisting of reasonable costs, charges, fees (including but not limited to attorneys' fees and experts' fees) and expenses (other than regular or overtime wages, salaries or fees of the trustees, committee members, volunteers, directors, officers or employees of an Organization) incurred in defending any Claim and the premium for appeal, attachment, or similar bonds. Employment Practices means a Wrongful Act constituting wrongful dismissal, discharge or termination of employment, breach of any oral or written employment contract or quasi -employment contract, employment related misrepresentation, violation of employment discrimination laws (including harassment), wrongful failure to employ or promote, wrongful discipline, wrongful deprivation of a career opportunity, failure to grant tenure, negligent evaluation, employment related wrongful infliction of emotional distress. Financial Impairment means the status of any Organization resulting from (i) the appointment by any state or federal official, agency or court of any receiver conservator, liquidator, trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate the Organization, or (ii) such Organization becoming a debtor in possession. Insured means any Organization or any Insured Person. Insured Capacity means the position held by any Insured Person in any Organization, but shall not include any position in any entity other than such 69ini7ation, even if such Organization directed or requested that such Insured Person serve in such other position. Insured Person means any natural person who has been, now is or shall become a duly elected director or trustee, duly elected or appointed officer, employee or committee member (whether or not salaried) of an Organization, and any natural person acting in a voluntary capacity on behalf of an Organization and at the specific direction of such Organization. Form 14-02-2009 (Ed. 5-96) rl Page 9 of 10 SEOMICRA .� -` 0®— a • E fnitions Interrelated Wrongful Acts means all causally connected Wrongful Acts. (continued) Loss means the total amount covered under this policy which any Insured becomes legally obligated to pay on account of any Claim made against any Insured for Wrongful Acts for which coverage applies, including, but not limited to, damages, judgments, settlements, costs and Defense Costs. Loss does not include (i) any amount not indemnified by an Organization for which any Insured Person is absolved from payment by reason of any covenant, agreement or court order, (ii) any amount incurred by any Organization (including its board of directors or any committee of the board of directors) in connection with the investigation or evaluation of a Claim or potential Claim by or on behalf of any Organization, (iii) fines or penalties (including punitive or exemplary damages) imposed by law, (iv) the multiple portion of any multiplied damage award, (v) the future salary or benefits of a claimant who has been or shall be hired, promoted or reinstated to employment pursuant to a settlement order or other resolution, or (vi) matters uninsurable under the law pursuant to which this policy is construed. Organization means any entity designated in Item 1 of the Declarations. Personal Injury or Publishers' Liability means a Wrongful Act constituting false arrest, wrongful detention or imprisonment, malicious prosecution, defamation, invasion of privacy, wrongful entry or eviction, infringement of copyright or trademark, unauthorized use of title, plagiarism, or misappropriation of ideas. Policy Period means the period of time specified in Item 3 of the Declarations, subject to prior termination in accordance with section 20 of this policy. Policy Year means the period of one year following the inception of this policy or any anniversary thereof, or, if the time between inception or any anniversary and the termination is less than one year, the lesser period. Pollutants means any substance located anywhere in the world exhibiting any hazardous characteristics as defined by, or identified on a list of hazardous substances issued by, the United States Environmental Protection Agency or a state, county, municipality or local counterpart thereof. Such substances shall include, without limitation, solids, liquids, gaseous or thermal irritants, contaminants,, smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials. Pollutants shall also means any other air emission, odor, waste water, oil, oil products, infectious or medical waste, asbestos or asbestos products and any noise. Subsidiary means any non-profit corporation, community chest, fund or foundation that is exempt from federal income tax as an organization described in section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, if more than 50% of the outstanding securities or voting rights representing the present right to vote for the election of directors in such organization is owned or controlled, directly or indirectly, in any combination, by one or more Organizations. Wrongful Act means any error, misstatement, misleading statement, act, omission, neglect, or breach of duty committed, attempted, or allegedly committed or attempted, by an Organization or an Insured Person, individually or otherwise, in their Insured - Capacity, or any matter claimed against such Insured Person solely by reason of serving in such Insured Capacity. SEOPwlcRA 101 Form 14-02.2009 (Ed. 5-96) Page 10 of 10 NE cHUBB CHUBB GRCO OF INSURANCE COMPANIES* E- Effective date of this endorsement: OCTOBER 25, 2000 To be attached to and form part of Policy No. 8182-81-92 TPA Issued to: SOUTHEAST OVERTOWN / PARK WEST TRUST FUND & OMNI TRUST FUND Company: FEDERAL INSURANCE COMPANY The following is a schedule of forms attaching to and forming a part of this policy: FORM NUMBER 99-10-0353 14-02-1388 14-02-1387 14-02-2009 14-02-1581 14 02 3028 14 02 3060 14-02-0495 SEOPw/ORA 00 -- 101 Page 1 Last page n 0 Form 14-02-0854 (Ed. 1/95) NECHUBB GRC* OF INSURANCE COMPANIES9 CI-ItJBB 15 MOUNTAIN VIEW ROAD, WARREN, NEW JERSEY 07060 ENDORSEMENT itEffective date of Endorsement No. 1 this endorsement: OCTOBER 25, 2000 To be attached to and form part of Company: FEDERAL INSURANCE COMPANY Policy No. 8182-81-92 TPA Issued to: SOUTHEAST OVERTOWN / PARK WEST TRUST FUND & OMNI TRUST FUND It is agreed that the Declarations page of this policy is amended by adding the following: Item 8 Annual Premium $ 7,963. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. Authorized Representable October 25, 2000 Date SEOPW6/ CRA 'WOIL ® Form 14-02-1581 (Ed. 9/94) Chubb Group Of Insurance Companies ENDORSEMENT Effective date of this endorsement: OCTOBER 25, 2000 Company: FEDERAL INSURANCE COMPANY Endorsement No. 2 To be attached to and form part of Policy No. 8182-81-92 TPA Issued to: SOUTHEAST OVERTOWN / PARK WEST TRUST FUND & OMNI TRUST FUND It is agreed that if a Claim against an Insured Person includes a claim against the Insured Person's lawful spouse solely by reason of (i) such person's status as a spouse of the Insured Person, or (ii) such spouse's ownership interest in property which the claimant seeks as recovery for alleged Wrongful Acts of the Insured Person, all loss which the spouse becomes legally obligated to pay on account of the Claim shall be treated as Loss which the Insured Person becomes legally obligated to pay on account of the Claim made against the Insured Person. All limitations, conditions, provisions and other terms of coverage applicable to the Insured Person's Loss shall also be applicable to the spousal loss. The coverage extension afforded by this Endorsement does not apply to any Claim alleging any act or omission by the Insured Person's spouse. All other terms and conditions remain unchanged. Authorized Representative October 25, 2000 Date sF,OPWICRA 0 0 - ' 01 Form 14-02-3028 (Ed. 11/99) �uBB Chubb Group Of Insurance Companies 4 ENDORSEMENT Effective date of this endorsement: OCTOBER 25, 2000 Company: FEDERAL INSURANCE COMPANY �i Endorsement No. 3 To be attached to and form part of Policy No. 9192-81-92 TPA Issued to: SOUTHEAST OVERTOWN / PARK WEST TRUST FUND & OMNI TRUST FUND It is agreed that the following exclusion, applicable to all Insuring Clauses is added: based upon, arising from, or in consequence of rendering or failure to render professional services, including but not limited to the following services: 1. Accountant; 2. Counselor; 3. Dentist; 4. Lawyer; 5. Minister, Priest or Rabbi; 6. Physician; 7. Psychiatrist; 8. Psychologist; 9. Registered Nurse; 10. Licensed Practical Nurse; 11. Social Worker; 12. Teacher; 13. Veterinarian; 14. Architect 15. Engineer, including but not limited to obtaining and maintaining certification or licensing relating to any professional service. All other terms and conditions remain unchanged. P64at�"'9'G` - - Authorized Representative SEOPWlCA—A October 25, 2000 Date 0- 101 Form 14-02-3060 (Ed, 11199) ,§. UO- 5. CHUBB GRQ0 OF INSURANCE COMPANIES 10 CNaJBB 15 MOUNTAIN VIEW ROAD, WARREN, NEW JERSEY 07060 Effective date of this endorsement: OCTOBER 25, 2000 To be attached to and form part of Policy No. 8182-81-92 TPA Endorsement No. 4 ENDORSEMENT Company: FEDERAL INSURANCE COMPANY Issued to: SOUTHEAST OVERTOWN / PARK WEST TRUST FUND & OMNI TRUST FUND It is agreed that: 1. The Declarations are amended by adding the following as Insured Persons: ...and any elected or appointed officer of the Insured Organization in an Outside Directorship. 2. The Definitions are amended by adding the following: Outside Directorshipmeans the position of a director, officer, trustee, governor, or equivalent executive position with an Outside Entity if service by an Insured Person in such position was at the specific request of the Insured Organization or was part of the duties regularly assigned to the Insured Person by the Insured Organization. Outside Entity means any non-profit corporation, community chest, fund organization or foundation exempt from federal income tax as an organization described in Section 501(c)(3), Internal Revenue Code of 1986, as amended. 3. The following is added; Outside Directorships Coverage provided to any Insured Person in an Outside Directorship shall: (a) not extend to the Outside Entity or to any director, officer, trustee, governor or any other equivalent executive or employee of the Outside Entity, other than the Insured Person serving in the Outside Directorship; (b) be specifically excess of any indemnity (other than any indemnity provided by the Insured Organization)_ or insurance available to such Insured Person by reason of serving in the Outside Directorship, including any indemnity or insurance available from or provided by the Outside Entity; SIBOM_ Page 1 Continued Form 14-02-0495 (Rev. 2.85) O / (c) not extended to Loss on account of any Claim made against any Insured Person for a Wrongful Act committed, attempted, or allegedly committed or attempted by such Insured Person while serving in the Outside Directorship if such Wrongful Act occurs after the date (i) such Insured Person ceases to be an officer of the Insured Organization, or (ii) service by such Insured Person in the Outside Directorship ceases to be at the specific request of the Insured Organization or a part of the duties regularly assigned to the Insured Person by the Insured Organization (d) not extend to Loss on account of any Claim made against any Insured Person for a Wrongful Act which occurs while such Insured Person is serving in the Outside Directorship where such Claim is (i) by the Outside Entity, or (ii) on behalf of the Outside Entity and a, director, offier, trustee, governor or equivalent executive of the Outside Entity instigates such Claim, or (iii) by any director, officer, trustee, governor, or equivalent executive of the Outside Entity 4. The Company's maximum liability to pay Loss including this endorsement, shall not exceed the Limit of Liability set forth in the Declarations. This endorsement does not increase the Company's maximum liability beyond the Limits of Liability set forth in the Declarations. 04 Payment by the Company or any of its subsidiaries or affiliated companies under another policy on account of a Claim also covered pursuant to this endorsement shall reduce by the amount of the payment the Company's Limits of Liability with respect to such Claim ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. . Pi� 4 . Authorized Representati e 09 October 25, 2000 Date SEOPWI 0 0 - 101 Page 2 Last page Form 14-02-0495 (Rev. 2-85) ®z�ICRA. 0 0 - a .