Horror Entertainment, LLC ACE Express Private Company Management Indemnity Package

Transcription

1 ACE Commercial Risk Services Professional Risk 500 Colonial Center Parkway Suite 200 Roswell, GA tel fax USA 4/30/2013 Producer Name: Producer Company: Producer Address: Derek Lakin LOCKTON COMPANIES LLC 7 TIMES SQUARE SUITE 3802 NEW YORK, NY Tel: dlakin@lockton.com Account: Line of Coverage: Type of Submission: Insuring Company: Horror Entertainment, LLC ACE Express Private Company Management Indemnity Package Renewal Line Illinois Union Insurance Company (Non-Admitted) Effective Date: 05/07/2013 Expiration Date: 05/07/2014 Policy Number: G Dear Derek, We are pleased to offer the attached binder. The commission payable for placement of this business is 15.00%. Please review this Binder for accuracy and contact ACE Commercial Risk Services prior to the effective date of Policy coverage in the event of any inaccuracies to this binder. If ACE Commercial Risk Services does not hear from you prior to the effective date, it will be assumed that this binder has been accepted as an accurate description of our agreed upon terms of coverage. Conditions precedent to coverage afforded by this binder are: (1) receipt, review and acceptance of the information required herein within the stated timeframe; and (2) that no material change in the risk occurs and no submission is made to the Insurer of a claim or circumstances that might give rise to a claim between the date of this binder indicated above and the Effective Date. If such required information is not received, reviewed and accepted within the stated timeframe, or such material change in the risk is discovered or submission of a claim or circumstance is made, then the proposed insurance coverage will be void ab initio ( from the beginning ). Thank you for binding coverage with ACE Commercial Risk Services. If you have any questions, please feel free to contact me. Sincerely, Jennifer Timlin Jennifer.Timlin@acegroup.com ACE Commercial Risk Services Professional Risk One of the ACE Group of Insurance & Reinsurance Companies Page 1 of 7

2 ACE Commercial Risk Services Professional Risk 500 Colonial Center Parkway Suite 200 Roswell, GA tel fax USA Account: Horror Entertainment, LLC Policy Number: G Subject to Conditions: The Insurer hereby binds the coverage described below. However, any obligations the Insurer may have under this binder are conditioned upon each of the following conditions having first been met: 1 The Applicant has submitted to the Insurer the following documents, and the Insurer has received and accepted such documents no later than close of business prior to binding Not Applicable 2 The Applicant has remitted the premium specified below to the Insurer so that the Insurer receives the premium no later than close of business on the 30 th day from the date of this Binder or the Effective Date of this policy, whichever is later. One of the ACE Group of Insurance & Reinsurance Companies Page 2 of 7

3 ACE Commercial Risk Services Professional Risk 500 Colonial Center Parkway Suite 200 Roswell, GA tel fax USA Account: Horror Entertainment, LLC Policy Number: G Combined Limit Section: PREMIUM INDICATION: (Does not include any applicable surcharges or taxes) Limit of Liability Aggregate for all Loss Combined Limit (in $): D&O + EPLI Coverage Section Additional Side A Limit* EPLI Only: Additional Limit for Costs Charges & Expenses Maximum Aggregate D&O Insuring Clause 1 D&O Insuring Clause 2 Retention each Claim D&O Insuring Clause 3 Each EPLI Claim Premium Due* $3,000,000 $1,000,000 $0 $4,000,000 $0 $25,000 $25,000 $25,000 $25,000 $7,731 *Side A limit applicable to Loss under Insuring Clause A1 only. D&O Continuity Date: 10/01/2006 EPL Continuity Date: 10/01/2006 Third Party Coverage: Yes X No (If limit selected is higher than expiring, than continuity date for balance of limit will be the inception date) Each Third Party Claim One of the ACE Group of Insurance & Reinsurance Companies Page 3 of 7

4 ACE Commercial Risk Services Professional Risk 500 Colonial Center Parkway Suite 200 Roswell, GA tel fax USA Account: Horror Entertainment, LLC Policy Number: G Taxes and Surcharges PLEASE NOTE THE FOLLOWING: The policy includes terrorism coverage required by the Federal Terrorism Risk Insurance Act. TRIA premium for all options is: $0 The following applicable taxes, surcharges or countersignature fees, etc. are in addition to the above quoted figures. Total Amount Due: $7,731 PLEASE NOTE THE FOLLOWING: The policy includes terrorism coverage required by the Federal Terrorism Risk Insurance Act. TRIA premium for all options is: $0 Discovery/Run-Off Period: Discovery Period: 1. One (1) of the annual premium 2. Two (2) of the annual premium 3. Three (3) of the annual premium Run-Off Period: 1. One (1) of the annual premium 2. Two (2) of the annual premium 3. Three (3) of the annual premium 4. Four (4) of the annual premium 5. Five (5) of the annual premium 6. Six (6) of the annual premium Policy Forms and Endorsements: 1. SL (07/11) - California Surplus Lines Notification 2. WSG084 (10-03) - Surplus Lines Broker Notice 3. PF-15190b (06/10) - ACE EXPRESS Private Company Management Indemnity Package - Declarations 4. LD-5S23i (12/11) - Signature Endorsement 5. PF (12-08) - ACE EXPRESS Private Company Management Indemnity Package - General Terms and Conditions 6. PF (12-08) - ACE EXPRESS Private Company Management Indemnity Package - Employment Practices Coverage Section 7. PF (12-08) - ACE EXPRESS Private Company Management Indemnity Package - Directors and Officers Coverage Section 8. PF-15026c (01-08) - Cap On Losses From Certified Acts of Terrorism 9. PF (08-04) - Professional Services Exclusion-Securities Holder Exception 10. PF (04-05) (DE) - Single Aggregate Limit Of Liability 11. PF (09/09) - Amend Application 12. PF (09/09) - State Amendatory Inconsistency Endorsement 13. PF (10/09) - Delete Known Wrongful Acts Exclusion (D&O) 14. PF (10/09) - Delete Known Wrongful Acts Exclusion (EPL) One of the ACE Group of Insurance & Reinsurance Companies Page 4 of 7

5 ACE Commercial Risk Services Professional Risk 500 Colonial Center Parkway Suite 200 Roswell, GA tel fax USA 15. PF (09/10) - Amend Alternative Dispute Resolution 16. PF (12/10) - Amend Conduct Exclusion - Final - Non-Appealable - D&O, EPL 17. PF (08/11) - FLSA and Related Coverage 18. PF (08/11) - Amend Notice - GC/RM - 90 Days - D&O/EPL 19. PF-General (03-07) - MS-1018 (05/10) Amend Definition of Insured Person - EPL Section 20. PF-General (03-07)A - MS (06/12) Amend Run-off Election 21. PF-General (03-07)B - PF Corporate Homicide Investigation Costs Coverage-Sublimit 22. PF-General (03-07)C - MS (07/12) Remove Pollution Exclusion - Except Clean Up Costs 23. PF-General (03-07)D - MS (06/12) Delete Exclusion G of the D&O Coverage Section 24. PF-General (03-07)E - PF (02/12) Preliminary Investigation Coverage - D&O Coverage Section 25. PF-General (03-07)F - PF (02/11) Failure or Refusal to Indemnify D&O Coverage Section 26. SL (09/11) - Service of Suit Endorsement 27. TRIA12b (01-08) - Disclosure Pursuant To Terrorism Risk Insurance Act 28. All (10-06) - ACE Producer Compensation Practices & Policies 29. All (11-06) - Trade or Economic Sanctions Endorsement 30. ILP U.S. Treasury Departments' Office of Foreign Assets Control ("OFAC") Advisory Notice to Policyholders When signed by the Insurer, the coverage described above is in effect from 12:01 AM (local time at the address shown above) of the Effective Date listed above to 12:01 AM (local time at the address shown above) of the Expiration Date listed above pursuant to the terms, conditions and exclusions of the policy form listed above and any policy endorsements described above. Unless otherwise indicated, this Binder may be cancelled by the Insured, or by the Broker on behalf of the Insured, by written notice to the Insurer or by the surrender of this Binder stating when such cancellation shall be effective. Unless otherwise indicated, this Binder may be cancelled by the Insurer prior to the Effective Date by sending written notice to the Insured a the address shown above stating when such cancellation shall be effective. Unless otherwise indicated, this Binder may be cancelled by the Insurer on or after the Effective Date in the same manner and upon the same terms and conditions applicable to cancellation of the policy form listed above. If cancellation of the Binder, by or on behalf of the Insured, is effective after the Effective Date, then the Insurer shall be entitled to the earned premium, on a pro-rata basis, for the covered period. Issuance by the Insurer and acceptance by or on behalf of the Insured of the policy shall render this binder void except as indicated above. Note: If the Insuring Company noted above is either Westchester Surplus Lines Insurance company or Illinois Union Insurance Company, then this insurance is issued pursuant to the state Surplus Lines laws that the insured is domiciled in. Persons insured by the Surplus Lines carriers do not have the protection of the above captioned state s Guaranty Act to the extent of any right of recovery for the obligation of an insolvent unlicensed insurer. One of the ACE Group of Insurance & Reinsurance Companies Page 5 of 7

6 TERMS OF TRADE **PAYMENT DUE 30 DAYS FROM EFFECTIVE DATE** Payment is due, in full, within 30 days from the date of this Binder or the Effective Date of this policy, whichever is later. Failure to pay premium will result in cancellation of this policy. Please make sure to include your ACE Policy Number in any correspondence and on any checks. Please remit premium payment to: Checks to the lockbox: Wire Payments: ACE Westchester Mellon Bank West, NA Dept. CH Mellon Bank Center Palatine, IL Pittsburgh, PA ABA# Acct# Overnight Address: Chicago Regional Lockbox 5505 N. Cumberland Ave., Suite 307 Chicago, IL Att: Box 10678

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8 X Illinois Union Insurance Company Westchester Surplus Lines Insurance Company Insured: Horror Entertainment, LLC, 2700 Colorado Avenue, Suite 200, Santa Monica, CA Attached To Policy No.: G Effective Date: 05/07/2013 CALIFORNIA SURPLUS LINES NOTIFICATION NOTICE: 1. THE INSURANCE POLICY THAT YOU HAVE PURCHASED IS BEING ISSUED BY AN INSURER THAT IS NOT LICENSED BY THE STATE OF CALIFORNIA. THESE COMPANIES ARE CALLED "NONADMITTED" OR "SURPLUS LINE" INSURERS. 2. THE INSURER IS NOT SUBJECT TO THE FINANCIAL SOLVENCY REGULATION AND ENFORCEMENT THAT APPLY TO CALIFORNIA LICENSED INSURERS. 3. THE INSURER DOES NOT PARTICIPATE IN ANY OF THE INSURANCE GUARANTEE FUNDS CREATED BY CALIFORNIA LAW. THEREFORE, THESE FUNDS WILL NOT PAY YOUR CLAIMS OR PROTECT YOUR ASSETS IF THE INSURER BECOMES INSOLVENT AND IS UNABLE TO MAKE PAYMENTS AS PROMISED. 4. THE INSURER SHOULD BE LICENSED EITHER AS A FOREIGN INSURER IN ANOTHER STATE IN THE UNITED STATES OR AS A NON-UNITED STATES (ALIEN) INSURER. YOU SHOULD ASK QUESTIONS OF YOUR INSURANCE AGENT, BROKER, OR "SURPLUS LINE" BROKER OR CONTACT THE CALIFORNIA DEPARTMENT OF INSURANCE AT THE FOLLOWING TOLL-FREE TELEPHONE NUMBER: ASK WHETHER OR NOT THE INSURER IS LICENSED AS A FOREIGN OR NON-UNITED STATES (ALIEN) INSURER AND FOR ADDITIONAL INFORMATION ABOUT THE INSURER. YOU MAY ALSO CONTACT THE NAIC'S INTERNET WEB SITE AT 5. FOREIGN INSURERS SHOULD BE LICENSED BY A STATE IN THE UNITED STATES AND YOU MAY CONTACT THAT STATE'S SL (Ed. 07/11) Page 1 of 2

9 DEPARTMENT OF INSURANCE TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 6. FOR NON-UNITED STATES (ALIEN) INSURERS, THE INSURER SHOULD BE LICENSED BY A COUNTRY OUTSIDE OF THE UNITED STATES AND SHOULD BE ON THE NAIC'S INTERNATIONAL INSURERS DEPARTMENT (IID) LISTING OF APPROVED NONADMITTED NON-UNITED STATES INSURERS. ASK YOUR AGENT, BROKER, OR "SURPLUS LINE" BROKER TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 7. CALIFORNIA MAINTAINS A LIST OF ELIGIBLE SURPLUS LINE INSURERS. ASK YOUR AGENT OR BROKER IF THE INSURER IS ON THAT LIST, OR VIEW THAT LIST AT THE INTERNET WEB SITE OF THE CALIFORNIA DEPARTMENT OF INSURANCE: 8. IF YOU, AS THE APPLICANT, REQUIRED THAT THE INSURANCE POLICY YOU HAVE PURCHASED BE BOUND IMMEDIATELY, EITHER BECAUSE EXISTING COVERAGE WAS GOING TO LAPSE WITHIN TWO BUSINESS DAYS OR BECAUSE YOU WERE REQUIRED TO HAVE COVERAGE WITHIN TWO BUSINESS DAYS, AND YOU DID NOT RECEIVE THIS DISCLOSURE FORM AND A REQUEST FOR YOUR SIGNATURE UNTIL AFTER COVERAGE BECAME EFFECTIVE, YOU HAVE THE RIGHT TO CANCEL THIS POLICY WITHIN FIVE DAYS OF RECEIVING THIS DISCLOSURE. IF YOU CANCEL COVERAGE, THE PREMIUM WILL BE PRORATED AND ANY BROKER S FEE CHARGED FOR THIS INSURANCE WILL BE RETURNED TO YOU. NOTHING HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, OR LIMITATIONS OF THE POLICY TO WHICH THIS NOTICE IS ATTACHED OTHER THAN AS STATED ABOVE. SL (Ed. 07/11) Page 2 of 2

10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured Horror Entertainment, LLC Policy Symbol DON Policy Number G Issued By (Name of Insurance Company) Illinois Union Insurance Company Policy Period 05/07/2013 to 05/07/2014 Endorsement Number Effective Date of Endorsement 05/07/2013 Cap On Losses From Certified Acts Of Terrorism It is agreed that the Limit(s) of Liability section is amended by adding the following: Notwithstanding anything in this Policy to the contrary, if aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through December 31) and the Insurer has met its deductible under the Terrorism Risk Insurance Act, the Insurer shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. Certified act of terrorism means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a certified act of terrorism include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. All other terms and conditions of this Policy remain unchanged. Authorized Representative PF-15026c (01/08) 2003, 2004, 2006, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1

11 DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT Named Insured Horror Entertainment, LLC Policy Symbol DON Policy Number G Issued By (Name of Insurance Company) Illinois Union Insurance Company Policy Period 05/07/2013 to 05/07/2014 Endorsement Number Effective Date of Endorsement 05/07/2013 Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in this endorsement or in the policy Declarations. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals 85% of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through December 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. We are providing you with the terrorism coverage required by the Act. We have not established a separate price for this coverage; however the portion of your annual premium that is reasonably attributable to such coverage is: $0. Authorized Agent TRIA12b (01/08) Page 1 of 1 Includes copyrighted material of Insurance Services office, Inc., with its permission

12 EPL Assist Employers today face a dizzying array of employment laws, regulations and ongoing employment issues. Whether it involves employee discipline or termination, wage and hour, disability accommodation, or even the new frontier of social media, failure to comply with the ever-changing legal requirements can have a devastating impact on employee morale and the company s bottom line. ACE recognizes the unique burdens faced by employers today, and is pleased to announce that it has partnered with the nation s foremost employment and labor law firm, Littler Mendelson (Littler), to create a cutting edge employment practices risk management tool for ACE insureds, called EPL Assist. With over 975 attorneys in 56 offices, Littler has both the expertise and the capacity to handle any employment matter, big or small. Through EPL Assist, insureds have an unlimited ability to seek out expert advice and counsel as a benefit of the program. What is EPL Assist? EPL Assist is a cutting edge risk management program providing policyholders with a wide variety of legal content, forms and analysis, combined with the ability to interface directly with Littler lawyers dedicated to assisting ACE insureds in navigating what has become an employment law minefield. Through a secure web portal containing essential employment law resources and tools, as well as a toll free hotline service, ACE insureds with primary EPL coverage policies now have access to the content and advice necessary to compete in today s challenging legal environment. Insureds are provided: No cost, online and live access to the legal experts at Littler, the largest employment and labor firm in the U.S. Employment law updates, newsletters and related publications A compendium of online employment law resources through a secure website, including unlimited access to such content as: o o o o o Employment policies and practices Human Resources forms library Sample employee handbooks, including supplement information for all 50 states State and national employment law summaries and reference materials 50 state surveys on various employment law essentials, including such things as minimum wage and overtime requirements, protected classifications, new hire reporting requirements, meal and rest break requirements, and voting rights requirements Free harassment training webinars for up to 10 supervisors or managers Complimentary registration to Littler s nationwide breakfast briefing series Complimentary access to Littler s webinars and podcasts Discounted rates for various Littler events How do I access EPL Assist? Policyholders can simply visit to register or take a tour. Should you have a question on an employment situation please call or visit Littler Mendelson P.C. is an independent law firm that is not an agent nor an affiliate of the ACE Group of Companies ( ACE Group ), and Littler Mendelson P.C. is solely responsible for the advice and guidance provided directly, or through the EPL Assist website. ACE Group and Littler Mendelson P.C. cannot guarantee that there will be fewer or less serious claims as a result of using the program. Littler Mendelson P.C directly, or through the EPL Assist website may help an insured with risk assessment and improvement but it is not intended to supplant any duty to provide a workplace that is safe and complies with the law. ACE Group does not engage in giving legal advice and therefore encourages policyholders to seek the advice from their own legal counsel when implementing any and all employment practices. Please note that communication with Littler Mendelson P.C, either directly, or through the EPL Assist website is not notice to the ACE Group issuing company of a claim or an act or situation that may give rise to a claim. Nothing herein alters or amends in any way the insurance policy contract between the underwriting company and the policyholder. EPLA-P (01/13) Page 1 of 1

13 From: To: Cc: Subject: Date: Attachments: Lakin, Derek Constantin, Damary Clausen, Janel; Tetzlaff, Donna; DeBerardine, Roger Horror Entertainment - Blended D&O/EPL Policy No. G (5/7/13-14) (BINDER TRANSMITTAL) Friday, May 03, :34:55 AM ACE USA D&O-EPL Binder.pdf Damary: Attached is the Binder from ACE USA evidencing that the captioned program is bound. We reviewed the Binder for accuracy and confirm that it reflects coverage as quoted by ACE USA. However, we encourage you to review the Binder and advise Lockton of any changes you believe are needed. This is a CLAIMS MADE policy. Therefore, in order for coverage to apply, a Claim must be made against Horror Entertainment or any Insured during the Policy Period (or the Extended Period, if elected). In addition, the Insureds shall, as a condition precedent to their rights to payment under this Coverage Section only, give to Insurer written notice of any Claim made against the Insureds as soon as practicable after the Company s general counsel or risk manager (or equivalent positions) first becomes aware of such Claim, but in no event later than ninety (90) days after the end of the Policy Period, or respecting any Claim first made against the Insureds during the Extended Period, if purchased, ninety (90) days after the end of the Extended Period. Please note that late reporting could result in a denial of coverage by ACE USA. Also, Illinois Union Insurance Company ( ACE USA ) is a surplus lines insurer in California. Therefore, this insurer is not licensed by the State of California and is subject to limited regulation (as more fully described in Form D-2: The premium invoice will be sent under separate cover. Please note that in order to avoid a notice of cancellation, payment is due upon receipt. If you have any questions in the interim, please or call me and thank you for placing this business through Lockton. Regards, Derek M. Lakin Senior Vice President Lockton Companies 1185 Avenue of the Americas, Suite 2010 New York, NY 10036, USA Tel: Mobile: Fax: dlakin@lockton.com