CrimeSHIELD Insurance Policy Endorsements between Imperiali, Inc. and Hartford Fire Insurance Co.
Summary
This document outlines several endorsements to an insurance policy issued by Hartford Fire Insurance Co. to Imperiali, Inc. The endorsements modify the terms of a CrimeSHIELD insurance policy, including the policy period, premium, coverage for employee theft (including employee benefit plans), and the inclusion of subsidiaries as named insureds. The policy covers losses from employee theft and provides specific terms for coverage in cases of mergers, acquisitions, and prior insurance. The policy is effective from March 6, 2007, to March 6, 2008, with a premium of $3,067.
EX-10.1 2 ex10_1.txt Exhibit 10.1 GU 207 (6-78) ENDORSEMENT This endorsement, effective on 3/06/07 at 12:01 A.M. standard time, forms a part of Policy No. 00 FA 0241371-07 of the HARTFORD FIRE INSURANCE CO. Issued to IMPERIALI, INC. /s/ David Zwiener David Zwiener, President SCHEDULE OF FORMS AND ENDORSEMENTS - -------------------------------------------------------------------------------- CS00H00701 12/05 DEFINITE TERM ENDORSEMENT CS00H03700 01/05 BRIDGE ENDORSEMENT - DISCOVERY SUPERSEDING LOSS SUSTAINED COVERAGE CS00H03801 12/05 AMEND GENERAL CONDITION J.4. - EMPLOYEE BENEFIT PLANS CS00H10500 04/06 AMEND NAMED INSURED TO INCLUDE SUBSIDIARY ENDORSEMENT CS09H04000 01/05 FLORIDA CHANGES Rev. Ed. Date (04/02) GU 207 (6-78) ENDORSEMENT NO: 1 This endorsement, effective 12:01 am, 3/06/07 forms part of policy number 00 FA 0241371-07 issued to: IMPERIALI, INC. by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEFINITE TERM ENDORSEMENT This endorsement modifies insurance provided under the following: CrimeSHIELD Policy for Mercantile Entities CrimeSHIELD Policy for Governmental Entities This endorsement applies to all Insuring Agreements forming part of this Policy. The Policy is amended as follows: I. ITEM 3. of the Declarations of this Policy is deleted and replaced by the following: ITEM 3. Policy Period: From 12:01 a.m. on 3/06/07 to 12:01 a.m. on 3/06/08 Standard time at the mailing address stated in Item 2. II. The following additional ITEM is added to the Declarations of this Policy: ITEM 7 . Policy Period Premium: $3, 067.00 III. The Liability of the Company under this Policy shall not be cumulative from Policy Period to Policy Period. All other terms and conditions remain unchanged. /s/ David Zwiener David Zwiener, President Form F-4210-1 (Ed. 12/05) (C) 2005 The Hartford Page 1 of 1 CS 00 H007 01 1205 ENDORSEMENT NO 2 This endorsement, effective 12:01 am, 3/06/07 forms part of policy number 00 FA 0241371-07 issued to: IMPERIALI, INC. by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BRIDGE ENDORSEMENT DISCOVERY SUPERSEDING LOSS SUSTAINED COVERAGE This endorsement modifies insurance provided under the following: CrimeSHIELD Policy This endorsement applies to the Policy and all of the Insuring Agreements forming part of this Policy. PROVISIONS If the Policy to which this endorsement is attached has replaced similar prior insurance written by a company other than us, and such other insurance provided a period of time to discover loss occurring prior to the termination or cancellation of that coverage, then, the OTHER INSURANCE General Condition is amended by adding the following: 3. If a loss is discovered within the period provided by prior insurance to discover losses, we will not pay for such loss unless the amount exceeds the Limit of Insurance under your prior Policy. We will then only pay you for any excess loss subject to the Insuring Agreements, Exclusions and General Conditions of this Policy. 4. Any payment that we make to you under this insurance shall not exceed the difference between the amount of insurance under your prior Policy and the Limit of Insurance shown in the Declarations and we will not apply our Deductible Amount to any excess loss payment. All other terms and conditions remain unchanged. /s/ David Zwiener David Zwiener, President CS 00 H037 00 0105 Form F-4328-0 Page 1 of 1 (C) 1998, The Hartford ENDORSEMENT NO: 3 This endorsement, effective 12:01 am, 3/06/07 forms part of policy number 00 FA 0241371-07 issued to: IMPERIALI, INC. by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND GENERAL CONDITION J. 4. -EMPLOYEE BENEFIT PLANS This endorsement modifies insurance provided under the following: CrimeSHIELD Policy for Mercantile Entities This endorsement applies to Section II. INSURING AGREEMENTS, A. INSURING AGREEMENT 1. - EMPLOYEE THEFT. SECTION VI. GENERAL CONDITIONS, J. 4. EMPLOYEE BENEFIT PLANS, is hereby deleted in its entirety and replaced with the following: This Policy insures any Employee Welfare or Pension Benefit Plan which is sponsored by one or more of the Named Insureds for loss through fraud or dishonesty as defined in Section 2580.412-9 of the Employee Retirement Income Security Act (ERISA) as amended. In no event shall coverage for any Plan, whether specifically named as an additional Insured or not, be more than the Limit of Insurance shown on the Declarations under Item 4., Coverages, Limits of Insurance and Deductibles, Insuring Agreements Forming Part of This Policy, 1. Employee Theft. All other terms and conditions remain unchanged. /s/ David Zwiener David Zwiener, President F-5011-1 (Ed. 12/05) (C) 2005 The Hartford Page 1 of 1 CS 00 H038 01 1205 ENDORSEMENT NO: 4 This endorsement, effective 12:01 am, 3/06/07 forms part of policy number 00 FA 0241371-07 issued to: IMPERIALI, INC. by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMEND NAMED INSURED TO INCLUDE SUBSIDIARY ENDORSEMENT This endorsement modifies insurance provided under the following: CrimeSHIELD Policy for Mercantile Entities This endorsement applies to all Insuring Agreements forming part of this Policy. The policy is amended as follows: I. Section VII. DEFINITIONS of this Policy is amended to include the following definition: "named Insured" means any entity named in ITEM I of the Declarations of this Policy; and any "Subsidiary" in existence as of the inception date of this Policy or formed by you during the Policy Period. II. Section VII. DEFINITIONS of this Policy is amended to include the following definition: "Subsidiary" means any: 1. corporation in which any "named Insured" owns, controls or operates, directly or indirectly, 50% or more of the outstanding securities representing the right to vote for the election of the board of directors of such corporation; 2. limited liability company in which and so long as the "named Insured" owns, controls or operates, directly or indirectly, the right to elect, appoint or designate more than 50% of such entity's managers; or 3. corporation operated as a joint venture in which and so long as the "named Insured" owns, controls or operates, directly or indirectly, 50% or more of the issued and outstanding voting stock and which, pursuant to a written agreement with the owner(s) of the remaining issued and outstanding voting stock of such corporation, the "named Insured" solely controls the management and operation of such corporation; or 4. limited partnership so long as the "named insured" is a general partner, solely controlling the management and operation of such limited partnership. With respect to any "Subsidiary" which is a joint venture, limited liability company or limited partnership, loss occurring as a result of "theft" by "employee(s)" shall apply only if such loss results directly from "theft" by "employee(s)" of the "named insured." Loss occurring as a result of "theft" by employee(s) of other joint venture, limited liability company or limited partnership participants is not covered under Employee Theft Insuring Agreement 1 of this Policy. III. Section VI. GENERAL CONDITIONS, G. CONSOLIDATION OR MERGER of this Policy is deleted and replaced with the following: CS 00 H105 00 0406 F-5101-0 (C) 2006, The Hartford Page 1 of 2 ENDORSEMENT NO: 4 G. CONSOLIDATION OR MERGER OR ACQUISITION If during the Policy Period as set forth in Item 3 of the Declarations, the "named Insured" acquires, consolidates or merges with another entity such that the "named Insured" is the surviving entity: 1. you must give us written notice and obtain our written consent to extend this insurance to such additional entity. We may condition our consent upon payment of an additional premium; but there shall only be a premium charge if such merger, consolidation or acquisition results in a 15%, or greater, increase in the number of "employees", assets or revenues acquired through the merger, consolidation or acquisition. 2. For the first 60 days after the effective date of such consolidation, merger or acquisition of assets or liabilities, any insurance afforded for "employees" or "premises" also applies to these additional "employees" or "premises" for acts committed within this 60 day period. Section VI. GENERAL CONDITIONS is amended by adding the following additional condition: CESSATION OF SUBSIDIARIES If before or during the Policy Period an entity ceases to be a "Subsidiary", coverage with respect to such "Subsidiary" shall continue until termination of this Policy but only with respect to loss sustained through acts or events committed or occurring prior to the date such entity ceased to be a "Subsidiary" and subject to the provisions of Section VI. GENERAL CONDITIONS, paragraph H. DISCOVERY. All other terms and conditions remain unchanged. /s/ David Zwiener David Zwiener, President CS 00 H105 00 0406 F-5101-0 (C)2006, The Hartford Page 2of 2 ENDORSEMENT NO: 5 This endorsement, effective 12:01 am, 3/06/07 forms part of policy number 00 FA 0241371-07 issued to: IMPERIALI, INC. by: HARTFORD FIRE INSURANCE CO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA CHANGES This endorsement modifies insurance provided under the following: CrimeSHIELD POLICY A. The following General Conditions in the Policy are deleted in their entirety and replaced with the following: CANCELLATION a. The first named Insured shown in the Declarations may cancel this Policy by mailing or delivering to us advance written notice of cancellation. b.1. CANCELLATION FOR POLICIES IN EFFECT 90 DAYS OR LESS If this Policy has been in effect for 90 days or less, we may cancel this Policy by mailing or delivering to the first named Insured written notice of cancellation, accompanied by the reasons for cancellation, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium. (2) 20 days before the effective date of cancellation if we cancel for any other reason, except we may cancel immediately if there has been: (a) A material misstatement or misrepresentation; or (b) A failure to comply with underwriting requirements established by the insurer. b.2. CANCELLATION FOR POLICIES IN EFFECT FOR MORE THAN 90 DAYS If this Policy has been in effect for more than 90 days, we may cancel this Policy only for one or more of the following reasons: (1) Nonpayment of premium; (2) The Policy was obtained by a material misstatement; (3) There has been a failure to comply with underwriting requirements within 90 days of the effective date of coverage; (4) There has been a substantial change in the risk covered by the Policy; or CS 09 H040 00 0105 Form F-4269-0 Page 1 of 3 (C) 1998, The Hartford Includes copyrighted material of Insurance Services Office, Inc. with its permission (C)copyright, Insurance Services Office, Inc., 1986, 1994 ENDORSEMENT NO: 5 (5) The cancellation is for all insureds under such policies for a given class of insureds. If we cancel this Policy for any of these reasons, we will mail or deliver to the first named Insured written notice of cancellation, accompanied by the reasons for cancellation, at least: (a) 10 days before the effective date of cancellation if cancellation is for the reason stated in b.2.(1) above; or (b) 45 days before the effective date of cancellation if cancellation is for the reasons stated in b.2.(2), (3), (4) or (5) above. c. We will mail or deliver our notice to the first named Insured's last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation. The Policy Period will end on that date. e. If this Policy is canceled, we will send the first named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. f. If notice is mailed, proof of mailing will be sufficient proof of notice. CHANGES This Policy contains all the agreements between you and us concerning the insurance afforded. The first named Insured shown in the Declarations is authorized on behalf of all Insureds to agree with us on changes in the terms of this Policy. If the terms are changed, the changes will be shown in an endorsement issued by us and made a part of this Policy. EXAMINATION OF YOUR BOOKS AND RECORDS 1. We may examine and audit your books and records as they relate to this Policy at any time during the Policy Period and up to three years afterward. 2. We may do the same as to the books and records of any organization you newly acquire or form that is deemed to be a named Insured under this Policy. INSPECTIONS AND SURVEYS 1. We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. Such inspections are not safety inspections. We do not undertake any duty to provide for the health and safety of any person. And we do not represent or agree that conditions: a. Are safe or healthful; or CS 09 H040 00 0105 Form F-4269-0 Page 2 of 3 (C) 1998, The Hartford Includes copyrighted material of Insurance Services Office, Inc. with its permission (C)copyright, Insurance Services Office, Inc., 1986, 1994 ENDORSEMENT NO: 5 b. Comply with laws, regulations, codes or standards. 3. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations on our behalf. LEGAL ACTION AGAINST US You may not bring any legal action against us involving loss: 1. Unless you have complied with all the terms of this insurance. 2. Until 90 days after you have filed proof of loss with us; and 3. Unless brought within 5 years from the date you discover the loss. PREMIUMS The first named Insured shown in the Declarations: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. B. Paragraph b. and c. of the NONRENEWAL General Condition are replaced by: b. If we decide not to renew this Policy we will mail or deliver to the first named Insured written notice of nonrenewal, accompanied by the reason for nonrenewal, at least 45 days prior to the expiration of this Policy. c. Any notice of nonrenewal will be mailed or delivered to the first named Insured's last mailing address known to us. If notice is mailed, proof of mailing will be sufficient proof of notice. All other terms and conditions remain unchanged. /s/ David Zwiener David Zwiener, President CS 09 H040 00 0105 Form F-4269-0 Page 3 of 3 (C) 1998, The Hartford Includes copyrighted material of Insurance Services Office, Inc. with its permission (C)copyright, Insurance Services Office, Inc., 1986, 1994 IMPORTANT NOTICE FOR FLORIDA POLICYHOLDERS If you would like to present inquiries or obtain information about coverage or obtain assistance in resolving a complaint, please contact YOUR HARTFORD AGENT, or you may contact The Hartford at the number stated below. SERVICING OFFICE: HARTFORD INSURANCE GROUP 50 GLENLAKE PARKWAY ATLANTA, GEORGIA 30328 TELEPHONE: (770) 730-3348 Written correspondence is preferable so that a record of your inquiry is maintained. PLEASE BE SURE TO INCLUDE YOUR POLICY NUMBER IN ANY CORRESPONDENCE. CS 09 H039 00 0105 Form F-4270-0 Page 1 of 1 (C) 1998, The Hartford 00 FA 0241371-07 3/06/07 [LOGO] FLORIDA NOTICE FLORIDA HURRICANE CATASTROPHE FUND EMERGENCY ASSESSMENT The Florida Office of Insurance Regulation has levied an emergency assessment on direct written premiums for all property and casualty fines of business in Florida. This emergency assessment is to fund obligations, costs and expenses of the Florida Hurricane Catastrophe Fund and the Florida Hurricane Catastrophe Fund Corporation. This emergency assessment is 1%, and applies to all subject policies and bonds or endorsements effective on or after January 1, 2007. We are required by statute and order to collect this emergency assessment and remit it to the State. This assessment for your policy or bond appears as FHCF EMER ASSESS. Form /FL4887 Page 1 of 1 HR 09 H085 00 0806 (C) 2006, The Hartford 00 FA 0241371-07 3/06/07 CLAIMS INQUIRIES NOTICE Hartford Fire Insurance Company Twin City Insurance Company Hartford Casualty Insurance Company Hartford Insurance Company of Illinois Hartford Accident and Indemnity Hartford Insurance Company of the Company Midwest Hartford Underwriters Insurance Hartford Insurance Company of the Company Southwest Please address inquiries regarding Claims for all surety and fidelity products issued by The Hartford's underwriting companies to the following: Phone Number: 888 ###-###-#### Fax - Claims: 860 ###-###-#### or ###-###-#### Email: ***@*** Mailing Address: The Hartford BOND, T-4 690 Asylum Avenue Hartford, CT 06115 CS 00 H084 00 1105 (C) 2005, The Hartford Page 1 of 1 00 FA 0241371-07 3/06/07
