Exhibit 10.2
[THE HARTFORD LOGO]
CrimeSHIELD Policy for Mercantile Entities
Co Code Co Code
[1] Hartford Fire Insurance Company [F] Hartford Insurance Company of
Hartford, CT 08115 Illinois
Naperville, IL 60566
[3] Hartford Casualty Insurance Company [G] Hartford Insurance Company of the
Hartford, CT 08115 Midwest
Indianapolis, IN 46204
[ ] [J] Hartford Insurance Company of the
Southeast
Maitland, FL 32751
The Company is shown above by Co. Code [1] POLICY NUMBER 00 FA 0241371-07
In return for the payment of the premium, and subject to all the terms of this
Policy, we agree with you to provide the insurance stated in this Policy.
DECLARATIONS
ITEM
1. Named Insured: IMPERIALI, INC.
2. Mailing Address: 777 S. FLAGLER DR. STE 800 W
WEST PALM BEACH, FL 33401
3. Policy Period: from 3/06/07 until cancelled
(12:01 A.M. Standard Time at Your Mailing Address)
4. Coverages, Limits of Insurance and Deductibles:
Insuring Agreements, Limit of Insurance and Deductible Amounts shown below
are subject to all of the terms of this policy that apply.
Insuring Agreements Forming Part of This Policy Limit of Deductible
Insurance Amount
1. Employee Theft $1,000,000 $ 10,000
2. Depositors Forgery or Alteration $1,000,000 $ 10,000
3. Theft, Disappearance and Destruction - Money Securities and Other $1,000,000 $ 10,000
Property
4. Robbery and Safe Burglary - Money and Securities $ N/A $ N/A
5. Computer and Funds Transfer Fraud $1,000,000 $ 10,000
CS 00 H002 00 0105 Page 1 of 17
Form F-4201-0
(C)1998, The Hartford
5. Form Numbers of Endorsements Forming Part of This Policy When Issued:
SEE FORM GU207 (SCHEDULE OF FORMS AND ENDORSEMENTS)
6. Cancellation of Prior Insurance: By acceptance of this Policy you give us
notice cancelling prior policies or bonds numbered: N/A the cancellations
to be effective at the time this policy becomes effective.
This Policy has been signed by the Company's President and Secretary, but it
shall not be binding unless it is countersigned by its authorized
representative.
/s/ Brian S. Becker /s/ David Zwiener
Brian S. Becker, Secretary David Zwiener, President
Countersigned by: /s/ [ILLEGIBLE SIGNATURE]
, Authorized Representative
CS 00 H002 00 0105 (C)1998, The Hartford Page 2 of 17
Form F-4201-0
00 FA 0241371-07 3/06/07
Throughout this Policy the words "you" and "your" refer to the named
Insured in the Declarations. The words "we", "us", and "our" refer to the
Company providing this insurance. Other words and phrases that appear in
quotation marks have a special meaning. Refer to Section V., Exclusions;
Section VI., General Conditions; and Section VII., Definitions, to
determine where this Policy restricts coverage.
I. CONSIDERATION CLAUSE
In exchange for the payment of premium and subject to the Declarations,
Insuring Agreements, Exclusions, General Conditions, Definitions and terms
of this Policy, we will pay for loss which you sustain resulting directly
from acts committed or events occurring at any time and discovered by you
during the Policy Period shown in the Declarations or during the period of
time provided in General Condition L., EXTENDED PERIOD TO DISCOVER LOSS.
II. INSURING AGREEMENTS
Coverage is provided under the following Insuring Agreements if either an
amount is stated in the Insuring Agreement or for which there is a Limit of
Liability shown in the Declarations.
A. INSURING AGREEMENT 1. - EMPLOYEE THEFT
We will pay for loss of or damage to "money", "securities" and "other
property" which results directly from "theft" by an "employee", whether or
not identifiable, while acting alone or in collusion with other persons.
B. INSURING AGREEMENT 2. - DEPOSITORS FORGERY OR ALTERATION
1. We will pay for loss resulting directly from "forgery" or alteration
of checks, drafts, promissory notes, or similar written promises,
orders or directions to pay a sum certain in "money" that are
a. made or drawn upon you; or
b. made or drawn by one acting as your agent and drawn on your
account
or that are purported to have been so made or drawn.
2. We will treat mechanically reproduced signatures the same as
handwritten signatures.
3. If you are sued for refusing to pay any instrument in B.1. above, on
the basis that it has been forged or altered and you have our written
consent to defend against that suit, we will pay for any reasonable
legal expenses that you incur and pay in such defense. The amount that
we will pay is in addition to the Limit of Liability applicable to
this Insuring Agreement. If a Deductible Amount applies to this
Insuring Agreement, we will also apply it to the amount of legal
expenses incurred in this Insuring Agreement.
4. You must include with your proof of loss any instrument involved in
that loss, or, if that is not possible, an affidavit setting forth the
amount and cause of loss and describing both sides of said instrument.
5. This Insuring Agreement covers loss you sustain anywhere in the world;
the Territory General Condition does not apply.
C. INSURING AGREEMENT 3. - THEFT, DISAPPEARANCE AND DESTRUCTION - MONEY,
SECURITIES AND OTHER PROPERTY
1. INSIDE THE PREMISES
a. We will pay for loss of "money" and "securities" inside the
"premises" or "banking premises" resulting directly from
"theft", disappearance or destruction.
b. We will pay for loss of or damage to "other property"
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(1) inside the "premises" resulting directly from an actual
or attempted "robbery" of a "custodian"; or
(2) inside the "premises" in a safe or vault resulting
directly from an actual or attempted "safe burglary".
c. We will pay for loss from damage to the "premises" or its
exterior resulting from an actual or attempted
(1) "theft" of "money" or "securities"; or
(2) "robbery" or "safe burglary" of "other property"
if you are the owner of the "premises" or are liable for
damage to it.
d. We will pay for loss of or damage to a locked safe, vault,
cash register, cash box or cash drawer located inside the
"premises" resulting directly from an actual or attempted
"theft" or unlawful entry into those containers.
2. OUTSIDE THE PREMISES
We will pay for
a. loss of "money" and "securities" outside the "premises" in
the care and custody of a "messenger" or an armored motor
vehicle company resulting directly from "theft",
disappearance or destruction; or
b. loss of or damage to "other property" outside the "premises"
in the care and custody of a "messenger" or an armored motor
vehicle company resulting directly from an actual or
attempted "robbery".
D. INSURING AGREEMENT 4. - ROBBERY AND SAFE BURGLARY - MONEY AND
SECURITIES
1. INSIDE THE PREMISES
We will pay for loss of or damage to "money" and "securities"
a. resulting directly from an actual or attempted "robbery" of
a "custodian" inside the "premises"; or
b. resulting directly from an actual or an attempted "safe
burglary" occurring inside the "premises" or inside a
"banking premises".
2. OUTSIDE THE PREMISES
We will pay for loss of or damage to "money" and "securities"
outside the "premises" in the care and custody of a "messenger"
or an armored motor vehicle company resulting directly from an
actual or attempted "robbery".
E. INSURING AGREEMENT 5. - COMPUTER AND FUNDS TRANSFER FRAUD
We will pay for loss of and loss from damage to "money", "securities"
and "other property" following and directly related to the use of any
computer to fraudulently cause a transfer of that property from inside
the "premises" or "banking premises"
1. to a person (other than a "messenger") outside those "premises";
or
2. to a place outside those "premises".
And, we will pay for loss of "money" or "securities" through "funds
transfer fraud" resulting directly from "fraudulent transfer
instructions" communicated to a "fnancial institution" and instructing
such institution to pay, deliver, or transfer "money" or "securites"
from your "transfer account".
CS 00 H002 00 0105
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(C)1998, The Hartford
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F. INSURING AGREEMENT 6. - MONEY ORDERS AND COUNTERFEIT CURRENCY
1. We will pay for loss resulting directly from your having in good
faith, in exchange for merchandise, "money" or services accepted
a. money orders issued by any post office, express company or
bank in the United States of America or Canada that are not
paid upon presentation; and
b. "counterfeit" United States of America or Canadian Paper
currency
that is acquired during the regular course of business. The Limit
of Insurance under this insuring agreement is $50,000. and there
is no deductible applying to loss covered under this agreement.
2. You must notify the police if you have reason to believe that you
have accepted a "counterfeit" money order or "counterfeit" paper
currency.
III. LIMIT OF INSURANCE
The most that we will pay for loss in any one "occurrence" is the
applicable Limit of Insurance shown in the Declarations.
IV. DEDUCTIBLE
We will not pay for loss in any one "occurrence" unless the amount of the
loss exceeds the Deductible Amount shown in the Declarations. We will then
pay the amount of loss in excess of the Deductible Amount, up to the Limit
of Insurance. In the event that more than one Deductible Amount could apply
to the same loss, only the highest Deductible Amount will be applied.
You must give us notice as soon as possible of any loss of the type insured
under the Policy if, in your best estimation, such loss will, or will
appear to exceed 25% of the current Deductible Amount for the Insuring
Agreement under which the loss has occurred.
V. EXCLUSIONS (Applying To All insuring Agreements Unless Otherwise Specified)
This Policy Does Not Apply To And We Will Not Pay For:
A. Accounting or Arithmetical Errors or Omissions
Loss resulting from accounting or arithmetical errors or omissions.
B. Acts Committed By You
Loss resulting from "theft" or any other dishonest or criminal acts
committed by you whether acting alone or in collusion with others.
C. Acts of Employees, Managers, Directors, Trustees or Representatives
Loss resulting from "theft" or any other dishonest or criminal act
committed by any of your "employees", managers, directors, trustees or
representatives whether acting alone or in collusion with other
persons or while performing services for you or otherwise except when
covered under Insuring Agreement 1.
D. Employee Cancelled Under Prior Insurance
Loss caused by any "employee" of yours or predecessor in interest of
yours, for whom similar prior insurance has been cancelled and not
reinstated since the last cancellation.
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E. Exchanges or Purchases
Loss resulting from the giving or surrendering of property in any
exchange or purchase.
F. Fire
Loss from damage to the premises resulting from fire, however caused,
except for loss of or damage to "money" or "securities" and loss from
damage to a safe or vault under Insuring Agreement 3. and 4.
G. Governmental Action
Loss resulting from seizure or destruction of property by order of
governmental authority.
H. Indirect Loss
Loss that is an indirect result of any act or "occurrence" covered by
this Policy including but not limited to loss resulting from
1. your inability to realize income that you would have realized had
there been no loss of or damage to "money", "securities" or
"other property".
2. payment or damages of any type for which you are legally liable.
But we will pay compensatory damages arising directly from a loss
covered under this policy.
3. payment of costs, fees or other expenses you incur in
establishing either the existence of or the amount of loss under
this policy.
I. Inventory Shortages
Loss, or that part of any loss, the proof of which as to its existence
or amount is dependent upon
1. an inventory computation; or
2. a profit and loss computation.
However, where you establish wholly apart from such inventory
computations that you have sustained a loss covered under this Policy,
then you may offer your inventory records and actual physical count of
inventory in support of the amount of loss claimed.
J. Legal Expenses
Expenses related to any legal action except when covered under
Insuring Agreement 2.
K. Money Operated Devices
Loss of property contained in any money operated device unless the
amount of any "money" deposited in it is recorded by a continuous
recording instrument in the device.
L. Motor Vehicles or Equipment And Accessories
Loss of or damage to motor vehicles, trailers, or semi-trailers or
equipment or accessories attached to them.
M. Nuclear
Loss resulting from nuclear reaction, nuclear radiation, or
radioactive contamination, or any related act or incident.
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2. Recoveries do not include any recovery
a. from insurance, suretyship, reinsurance, security or
indemnity taken for our benefit; or
b. of original "securities" after duplicates of them have been
issued.
Y. SPECIAL LIMIT OF INSURANCE FOR SPECIFIED PROPERTY (insuring Agreement
3.)
We will pay no more than $5,000. for any one "occurrence" of loss of
or damage to
1. precious metals, precious or semi-precious stones, pearls, furs
or completed or partially completed articles made of or
containing such materials that constitute the principal value of
such articles; or
2. manuscripts, drawings or records of any kind or the cost of
reconstructing them or reproducing any information contained in
them.
Z. TERRITORY
This Policy covers acts committed or events occurring within the
United States of America, U.S. Virgin Islands, Puerto Rico or Canada.
However, we will pay for loss under Insuring Agreement 1. which is
caused by an "employee" while temporarily outside of the territories
named in this General Condition for a period of not more than 90
consecutive days.
AA. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS POLICY
1. Your rights and duties under this Policy may not be transferred
without our written consent except in the case of death of an
individual named Insured.
2. if you die, your rights and duties will be transferred to your
legal representative but only while acting within the scope of
duties as your legal representative. Until your legal
representative is appointed, anyone having proper temporary
custody of your property will have your rights and duties but
only with respect to that property.
BB. TRANSFER OF YOUR RIGHTS OF RECOVERY AGAINST OTHERS TO US
You must transfer to us all your rights of recovery against any person
or organization for any loss you sustained and for which we have paid
or settled. You must also do everything necessary to secure those
rights and do nothing after loss to impair them.
CC. VALUATION
1. Subject to the applicable Limit of Insurance, we will pay for
a. loss of "money" but only up to and including its face value.
We may, at our option, pay for a loss of "money" issued by
any country other than the United States of America in
either the face value in the "money" issued in that country,
or, in the United States of America dollar equivalent
determined by the rate of exchange on the day that the loss
occurred.
b. loss of "securities" but only up to and including their
value at the close of business on the day that the loss was
discovered. But, we may, at our option, 1) pay the value of
such "securities", 2) replace them in kind in which event
you must assign to us all your rights, title and interest in
and to those "securities" or 3) pay the cost of any Lost
Securities Bond required in connection with issuing
duplicates of the "securities". However, we will be liable
only for the payment of so much of the cost of the bond as
would be charged for a bond having a penalty not exceeding
the lesser of
(1) the value of the "securities" at the close of the
business on the day the loss was discovered; or
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(2) the Limit of Insurance.
c. loss of or damage to "other property" or loss from damage to
the "premises" or its exterior for the replacement cost of
the property without deduction for depreciation, subject to
2. below. However, we will not pay for more than the lesser
of
(1) the Limit of Insurance applicable to the lost or
damaged property; or
(2) the cost to replace the lost or damaged property with
property of comparable material and quality and used
for the same purpose; or
(3) the amount that you actually spend that is necessary to
repair or replace the lost or damaged property.
2. We will not pay on a replacement cost basis for any loss or
damage
a. until the lost or damaged property is actually repaired or
replaced; and
b. unless the repair or replacement is made as soon as
reasonably possible after the loss or damage.
If the lost or damaged property is not repaired or replaced, we
will pay based on actual cash value.
3. We may, at our option, pay for loss of or damage to property
other than "money" in the "money" of the country in which the
loss occurred; or in the United States of America dollar
equivalent of the "money" of the country where the loss occurred
determined by the rate of exchange on the day the loss was
discovered. Any property that we pay for or replace becomes our
property.
4. Loss of or loss from damage to any books or records of account or
other records, tapes, disks, or electronic media used by you in
the business but only if
a. such books, records, tapes or disks are actually reproduced
and then only for not more than the blank books, pages,
tapes and disks or other materials plus the cost of labor
for the actual transcription or copying of data which you
shall furnish to reproduce such books, records, tapes or
disks.
VII DEFINITIONS
A. "Banking premises" means the interior portion of that part of any
building occupied by a banking institution or similar safe depository.
B. "Counterfeit" means an imitation of an actual valid original which is
intended to deceive and to be taken as an original.
C. "custodian" means you, or any of your partners, or members or any
"employee" while having the care and custody of property inside the
"premises", excluding any person while acting as a "watchperson" or
janitor.
D. "Employee" means
1. any natural person
a. while in your service or for 60 days after termination of
service; and
b. whom you compensate directly by salary, wages, commissions;
and
c. whom you have the right to direct and control while
performing services for you; including one
d. who is performing services for you as the chairman, or a
member of any committee and whether compensated or not; or
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e. who is a director or trustee while acting as a member of any
of your elected or appointed committees to perform on your
behalf, specific, as distinguished from general directorial
acts; or
f. who is a non-compensated officer; or
g. who is a volunteer who is not compensated, other than one
who is a fund solicitor, while performing services for you
that are usual to the duties of an "employee"; or
h. who is a former employee, director, partner, member,
representative or trustee retained as a consultant while
performing services for you; or
i. who is a student intern or guest student pursuing studies or
duties in any of your offices or "premises"; and
j. who is your partner or member (of limited liability
corporations), but we will not pay for loss caused by any
partner or member, unless the amount of the loss exceeds the
sum of
(1) any amounts you owe that partner or member, and
(2) the value of that partner's partnership interest, or
that member's ownership interest determined by the
closing of your organization's books on the date of
discovery of the loss by your organization by anyone
not in collusion with the person causing the loss, and
(3) any applicable Deductible Amount; then
we will pay the amount of loss excess of that sum, up to the
Limit of Insurance applicable to Insuring Agreement 1.
2. a natural person who is a trustee, officer, "employee",
administrator or manager, except an administrator or a manager
who is an independent contractor, of any "employee benefit
Plan(s)" insured under this Policy; and your director or trustee
while that person is handling "funds" or "other property" of
"employee benefit Plan(s)" insured under this Policy.
3. a natural person who is furnished temporarily to you to
substitute for a permanent "employee" to meet seasonal or short
term work load conditions and while that temporary person is
subject to your direction and control and performing services for
you. However, such persons are excluded while having care and
custody of property outside the "premises"; and
a. "employee" does NOT mean
(1) any agent, broker, person leased to you by a labor
leasing firm, factor, commission merchant, consignee,
independent contractor or representative of the same
general character, or
(2) any manager, director, partner, member or trustee
except while performing acts coming within the scope of
the usual duties of an "employee".
E. "Employee benefit Plan(s)" means any welfare or pension Plan listed in
the Declarations, on an attached schedule or for which automatic
coverage is afforded that is subject to the Employee Retirement Income
Security Act (ERISA) of 1974, as amended.
F. "Financial institution" means a bank, savings bank, savings and loan
association or similar thrift institution, a stockbroker, mutual fund,
liquid assets fund, or similar investment institution in which you
maintain a "transfer account".
G. "Forgery means the signing of the name of another person or
organization with intent to deceive; it does not mean a signature
which consists in whole or in par of one's own name signed with or
without authority, in any capacity, for any reason.
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H, "Fraudulent transfer instructions" means
1. fraudulent electronic, telegraphic, facsimile, cable, teletype or
telephone instructions to a "financial institution" to debit a
"transfer account" and to pay, transfer or deliver "money" or
"securities" from such account and which instructions purport to
have been authorized by you but which have been fraudulently
transmitted by another; or
2. fraudulent written instructions to a "financial institution" to
debit a "transfer account" and to pay, transfer or deliver
"money" or "securities" from such account through an electronic
funds transfer system at specified times or under specified
conditions and which instructions purport to have been duly
authorized by you but which have been fraudulently issued, forged
or altered by another.
1. "Funds transfer fraud" means "theft" of "money" or "securities" from
any of your "transfer accounts" at a "financial institution" and
occurring through "fraudulent transfer instructions" communicated to
such "financial institution".
J. "Messenger" means you, any of your partners or members or any
"employee" while having care and custody of property outside the
"premises".
K. "Money" means currency, coins and bank notes in current use and having
a face value; and travelers checks, register checks and money orders
held for sale to the general public.
L. "Occurrence" means
1. as respects the Employee Theft Insuring Agreement, all loss
caused by, or involving, one or more "employees", whether the
result of a single act or a series of acts.
2. as respects the Forgery or Alteration Insuring Agreement, all
loss caused by any person or in which that person is involved,
whether the loss involves one or more instruments.
3. as respects all other Insuring Agreements, an act or series of
related acts involving one or more persons; or an act or event or
a series of related acts or events not involving any person.
M. "Other Property" or property means any tangible property other than
"money" or "securities" that has intrinsic value but does not include
any property excluded under this Policy. "Other property" does not
include trade secrets, proprietary information, confidential
information or any copyrights, patents, trademarks, proprietary
manufacturing or processing procedures, or secret or confidential
information, including but not limited to credit card numbers, bank
account numbers or any similar information.
N. "Premises" means the interior of that portion of any building which
you occupy in conducting your business.
O. "Robbery means the unlawful taking of property from the care and
custody of a person by one who has caused or threatened to cause that
person bodily harm, or, committed an obviously unlawful act witnessed
by that person.
P. "Safe burglary" means the unlawful taking of property from within a
locked safe or vault by a person unlawfully entering the safe or vault
as evidenced by marks of forcible entry upon its exterior, or, the
taking of a safe or vault from inside the "premises".
Q. "Securities" means negotiable or non-negotiable instruments or
contracts representing either "money" or property and includes tokens,
tickets, revenue and other stamps (whether represented by actual
stamps or unused value in a meter) in current use; and, evidences of
debt issued in connection with credit or charge cards, which cards are
not issued by you; but does not include "money".
R. "Theft" means the unlawful taking of "money", "securities" or "other
property" to the deprivation of the Insured.
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S. "Transfer account" means an account maintained by you at a "financial
institution" from which you or your authorized representative may
cause the payment, transfer or delivery of "money" or "securities" by
any means described in the "fraudulent transfer instructions"
definition.
T. "Watchperson" means any person whom you retain specifically to have
the care and custody of property inside the "premises" and who has no
other duties.
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