PROOF OF INSURANCE (2017) CLOSED Client#.12641 GRMA
/121 ACORD. CERTIFICATE OF LIABILITY INSURANCE 03510 �'
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Ashbrook-Clevidence, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
3000 W. MacArthur Blvd.,#320 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
License#0188788
Santa Ana,CA 92704 INSURERS AFFORDING COVERAGE NAIC#
INSURED Mark Groh INSURER A: Fireman's Fund Insurance Co.
r
5481 Vallecito Avenue INSURER B: Scottsdale Indemnity Co.
Westminster,CA 92683 INSURER C:
INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING I
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR A001' POLICY EFFECTIVE POLICY EXPIRATION
LTR NSRE TYPE OF INSURANCE POLICY NUMBER QATE IMMIQQ/Yl!1 QATE IMM/AQIYYI LIMITS ?
A GENERAL LIABILITY AZC80896701 07106/16 07/06117 EACH OCCURRENCE p$1,000,000
,)(, COMMERCIAL GENERAL LIABILITY DAMAGE TO(RENTED
Imo'Lr=pw $100.000
CLAIMS MADE a OCCUR MED EXP(Any one person) $10,000
Hired-Non-Owned I PERSONAL&ADV INJURY $Included
® Auto-Limit Included I GENERAL AGGREGATE $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: I PRODUCTS-COMP/OP AGG $
POLICY r7 Ircl LOC
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT $
_ ANY AUTO (Ea accident)
® ALL OWNED AUTOS pBODILY INJURY
SCHEDULED AUTOS (Per person) $
HIRED AUTOS BODILY INJURY
NON-OWNED AUTOS I(Per accident) $
- —� PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR CLAIMS MADE I AGGREGATE $
$
DEDUCTIBLE � $
RETENTION $ $
WORKERS COMPENSATION AND
WCSTATU OTH-
EMPLOYERS'LIABILITY IO_R_.X LIMVTS- - ER---
ANY PROPRIETOR/PARTNER/EXECUTIVE
EL EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED?
E L C')R,y""EASE-EA EMPE,OYE'E: $
If yes,describe under gg
SPECIAL PROVISIONS below E E L DISEASE-POLICY LIMIT $
B OTHER Errors 8r Omm EK13194530 07/11116 07/11/17 $1,000,000 Limit
$2,500 Retention
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
The City of El Segundo and its officers,employees,elected officials,volunteers,and members of
boards and commissions are included as additional insureds, but only insofar as the operations under this
agreement or contract are concerned per Endorsement ABC Multicover-AB91890807. This policy includes a
Blanket Waiver of Subrogation.
CERTIFICATE HOLDER CANCELLATION 10 Oays for Non-Pavment
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of El Segundo DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 1n DAYS WRITTEN
350 Main Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
El Segundo,CA 90245 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
',REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
ACORD 25(2001/08)1 of 2 #S30127/M30126 � - ... L M .:.. M.. 0 ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon,
ACORD 25-S(2001/08) 2 of 2 #S30127/M30126
ABC MultiCover - AB 9189 08 07
This endorsement modifies insurance provided under the following:
American Business Coverage
-
Your policy is broadened and clarified as follows: permaneiit lodging, or premises by or at
the direction of any insured; or 1. Non Employment Discxuanination Liability '
(13)Arising out of discrimination,if insurance
Unless Personal Injury or Advertising Injury is thereof is prohibited by law; or
excluded from this policy:
(14) Fines, penalties, specific performance, or
A. Section III - Definitions, Item i7. Personal injunctions levied or imposed by a go-
vernmental entity, or governmental code,
f. Discrimination
law,or statute because of discrimination.
B. Section M - Definitions, Item 2: Advertising 2. Blanket Additional Insured
Injury is amended to include: Section II- Liability Coverage,Part L Who Is An
e. Discrimination
Insured, Item 2. is amended to include:
f. Any person or organization that you are re-
C. Section III - Definitions is amended to in- quired by a written insured contract to include
elude: as an insured, subject to all of the following
30. Discrimination means the unlawful treat- provisions:
ment of individuals based on race, color, (1) Coverage is limited to their liability aris-
ethnic origin, gender, religion, age, or
sexual preference. ing out of;
D. Section H- Liability Coverage, Part H. Ex- (a) the ownership, maintenance or use
elusions, Item l.p Personal Injury or Adver- of that Part of the pxemises, or land
owned by, rented to, or leased to
tising Injury is amended to include: you; or
(11) Arising out of discrimination directly or (b) your ongoing operations performed
indirectly related to the past employ- for that insured; or
ment, employment or prospective em-
ployment of any person or class of (c) that insured's financial control of
persons by any insured; or you; or
(12) Arising out of discrimination directly or (d) the maintenance, operation or use
indirectly related to the sale, rental, lease by you of equipment leased to you
or sub-lease or prospective sale, rental, by such person(s)or organization(s);
lease or sub-lease of any dwelling, or
This Form must be attached to Change Endorsement when issued after the policy is written.
Ono of the Fireman's Fund tnsvrance Companies as named in the policy
acrtary President
AB9189 B-07
Page 1 of 6
(e) a state or political subdivision per- assumption of liability in a contract
--- mit issued to you. or agreement. This exclusion does
not apply to liability for damages
(2) Coverage does not apply to any occur- that the vendor would have in the
rence or offense: absence of the contract or agree-
(a) which took place before the exe- ment;
cution of, or subsequent to the b. Any express warranty unauthorized
completion or expiration of, the by you;
written insured contract,or
c. Any physical or chemical change in
(b) which takes place after you cease to the product made intentionally by
be a.tenant in that premises. the vendor;
_ (3) With respect to architects, engineers, or d. Repackaging,unless unpacked solely
surveyors, coverage does not apply to for the purpose of inspection, dem-
Bodily Injury, Property Damage, Per-
sonal Injury or Advertising Injury arising onstiation, testing, or the substi-
out of the rendering or the failure to tutian of parts under instructions
render any professional services by or for from the manufacturer, and then re-
. packaged in the original container.
you including-
(a) The preparing, approving, or failing e. Any failure to make such in-
to prepare or approve maps, draw- spections, adjustments, tests or ser-
ings, opinions, reports, surveys, vicing as the vendor has agreed to
a change orders, designs or speeifica- make or normally undertakes to
tions; and make in the usual course of busi-
fl ness, in connection with the distrib-
(b) Supervisory, inspection, or engi- ution or sale of the products;
neering services.
f. Demonstration, installation, servic-
If an Additional Insured endorsement is attached ing or repair operations, except such
to this policy that specifically names a person or operations performed at the vendor's
organization as an insured;then this coverage does premises in connection with the sale
not apply to that person or organization, of the product;
3. Blanket Additional Insured for Vendors g. Products which, after distribution
Unless the Products-Completed Operations Haz- or sale by you, have been labeled or
relabeled or used as a container,part
and is excluded from this policy, Section II - Li-
ability Coverage, Part I. Who Is an Insured, Item or ingredient of any other thing or
a�
include: substance by or for the vendor.
2.is amended to
z 2. This insurance does not apply to any in-
g. Any vendor but only with respect to Bodily
Injury or Property Damage arising out of your sured person or organization, from
whom you le
products which are distributed or sold in the have acquired such products,
regular course of the vendor's business, sub- or any ingredient, part or container, en-
ject to the following additional exclusions: tering into, accompanying or containing
C! such products.
1. The insurance afforded the vendor does
not apply to: If an Additional Insured - Vendors endorsement
is attached to this policy that specifically names a
w a. Bodily Injury or Property Damage person or organization as an insured, then this
for which the vendor is obligated to coverage does not apply to that person or organ-
N pay damages by reason of the ization.
U
AD9189 8.07
Page 2 of 6
4. Blanket Waiver of Subrogation before you acquired or formed the or-
` �.atio7ra.„
Section H - Liability Coverage, Fart K. liability g�.i
and Medical Payments General Conditions, is (c) Coverage C does not apply to personal
amended to include: injury or advertising injury arising out of
an offense committed before you ac-
6. Transfer of Rights of Recovery Against Oth- quired or formed the organization.
ers to us and Blanket Waiver of Subrogation
5. Medical Payments
a. If the insured has rights to recover all or
part of any payment we have made under Unless Coverage D.Medical Payments is excluded
this Coverage Part, those rights are from this policy:.
transferred to us. The ;ensured roust do
nothing after loss to impair those rights. A. Section H - Liability Coverage, Part H. Ex-
At our request,the insured will baying suit elisions, Item 21 is replaced with:
or transfer those rights to us and help us f. Included within the products-completed
enforce them. operations hazard. However, this exclu-
b. If required by a written insured contract, sion does not apply to expenses for den-
we 'wive any right of recovery we may tal services.
have against any person or orgassixation B. Section H - Liability Coverage,Part G. Cov-
because of payments we make for injury erage,Item 2.,is amended to include:
or damage arising out of your operations
Fr your work for that person or organ- c., Coyerage D. Medical Payments is pri-
ization. mmy and not contributing with any
5. Broadened Named Insured other insurance, evert if that other insur-
ance is primary also.
Section It- Liability Coverage, Part L Who Is An 7, Tenant's Legal Liability
Insured, Item 4. is replacer]with:
4. All of our subsidiaries, companies, co o- A, Section III - liability Coverage, Part J. Li-
Y p ability and Medical Payments Limits of In-
rations, firms, or organizations, as now or surance, Item 3.is replaced with:
hereafter constituted, qualify as blamed In-
sured under this policy if: 1 The most we will pay under Coverage C
- Liability for damages because ol`prop-
(a) you have the responsibility of placing in- Crty damage to prermses,while Wiled in
suxauce for each such entity;and you, temporarily om-upied by you with
(b) coverage for the entity is not otherwise the peen ission of the owner,or managed
more specifically provided; and by you under a written agreement with
the owner:
(c) the entity is incorporated or organ .ed a. arising out of any Covered Cause of
under the laws of the United States of Loss shall be the greater of
America.
But each entity is insured only while you (1) $1,000,000, or
own, d"ng the polidy'period, a controlling (2) The Tenant's Legal Liability
interest in such entity of greater than 50% of limit shown,in the Declarations.
the stock or assets. However:
8. Chartered Aircraft
(a) Coverage under this provision is afforded
only until the end of the policy period, Section H - Liability Coverage, Coverage C, Part
or the 12 month anniversary of the policy It. Exclusions, Item L& is amended to include:
inception date,whichever is earlier,
(S) An aircraft in ±uvlich you l~aave no ownership
(b) Coverage C does not apply to bodily in- interest and that you have chartered with
,jury or property damage that occurred crew.
AB9199&Q7
Page 3of6
l'
"`— 9. Coverage Territory Broadened Payments Definitions, Items 17.b., d. and e. are
replaced with:
Section III-Definitions, Item 5.a.is replaced with
a. The United States of America (including its b. Malicious prosecution of abuse of process;
territories and possessions), Puerto Rico, Ca- d. Oral,written, televised or videotaped publica-
nada, Bermuda, the Bahamas, the Cayman tion of mate;–A that slanders or libels a person
Islands and the British Virgin islands. or organization or disparages a person's or
10. Broadened Advertising Injury organization's goods, products or services;
Unless Advertising Injury is excluded from this e. Oral, written, televised or videotaped publica-
^^^ policy: tion of material that violates a persons right
of privacy;
A. Section III - Definitions, Item 2. is replaced
With: 12. Broadened Personal or Advertising Injury
2. Advertising Injury means injury arising Unless Personal Injury or Advertising Injury is
out of one or more of the following of- excluded from this policy, Section II - Liability
fenses: Coverage, Coverage C, Part H. Exclusions, Item
I.p.(4)Exclusions is deleted in its entirety.
a. Oral,written,televised or videotaped
publication of material that slanders 13. Fellow Employees Coverage
or libels a person or organization or
disparages a person's or organize- Section II- Liability Coverage, Part Y. Who is an
a
tiods goods,products or services; Insured, Item 2.9-(1)is amended as follows:
b. Oral,written,televised or videotaped (1) Personal Injury to you or to a co=employee
� publication of material that violates while in the course of his or her employment,
a person's right of privacy; or the spouse, child, fetus, embryo, parent,
brother, sister or any member of the house-
d c. Misappropriation of advertising hold of that employee or co-employee as a
ideas or style of doing business; or consequence of such Personal Injury, or for
any obligation to share damages with or repay
d. Infringement of trademark, copy- someone else who must pay damages because
right, title or slogan. of the injury; or
B. Section H - Liability Coverage, Coverage C, 14. Mental Anguish Is Included in Bodily Injury
Part H. Exclusions, Items I.p.(I)and(2) are
replaced with: Section YII-Definitions, Item 4.is replaced with:
(1) Arising out of oral, written, televised or 4. Bodily injury means bodily injury, sickness or
videotaped publication of material, if disease sustained by a person. It includes
done by or at the direction of the insured death or mental anguish which result at any
with.knowledge of its falsity; time from such physical harm, physical sick-
(2) Arising out of oral, written, televised or ness or physical disease. Mental anguish me-
ans any type of mental or emotional illness
videotaped publication of naterial whose or disease.
o first publication took place before the
d beginning of the policy period; 15. Unintentional Failure to Disclose Hazards
11. Broadened Personal Injury Section II - Liability Coverage, Part K. Liability
Unless Personal Injury is excluded from this pol- and Medical Payments General Conditions, is
^' icy, Section III - Property, Liability and Medical amended to include:
U
AB9189 8-07
Page 4 of 6
r
6. Unintentional Failure to Disclose Hazards Iegal representatives are aware of the General
Liability occurrence, offense, claim, or suit.
If you unintentionally fail to disclose any ha- Knowledge of an occurrence, offense, claim,
zards existing at the inception date of your or suit by other employee(s) does not imply
policy, we will not deny coverage under this you also have such knowledge.
Coverage Form because of such failure.
However, this provision does not affect our b. To the extent possible, notice to us should
right to collect additional prermum or Exercise include:
our right of cancellation or non-renewal.
(1) How,when and where the occurrence or
16. Supplementary Payments, Increase Limits offense took place;
Section II- Liability Coverage, Part G. Coverage, (2) The names, addresses, and telephone
Items Le. (2)and( )are replaced with: numbers of any injured persons and wit-
(2) The cost of bail bonds required because of nesses; and
accidents or traffic law violations arising out (3) The nature and location of any injury or
of the use of any vehicle to which the .Bodily damage arising out of the occurrence, of-
Injury Liability Coverage applies. We do not fense,claim, or suit.
have to furnish these bonds.
19. Common Policy Conditions (AB 00 09 A 01 S7?,
' (4) All reasonable expenses incurred by the iii- Part H. Other Insurance, Item 2. is replaced with:
cured at our request to assist us in the inves-
tigation or defense of the claim or suit 2. Coverage C -Liability
including substantiated loss of earnings up to
500 is day because of time off work. If other valid and collectible insurance is
available to any insured for a loss we cover
17. Per Location Aggregate under Coverage C of this Coverage Part our
A. Section II-Liability Coverage,Part J.Limits obligations are limited as follows:
of Insurance, Item 4.is amended to include: a. The insurance provided under this policy
The Aggregate Limit of Insurance applies se- is lazy if you are required by a written
parately to each location owned by you, insured contract to include any person
rented to you, or occupied by you with the or organization as an insured, but racily
permission of the owner, with respect to that insured's liability
arising out of the ownership, mainte-
B. Section III - Property, Liability and Medical nance, or use of that part of the premises
Payments Definitions,is amended to include: owned by or rented to you, or your work
for that insured by or for you.Any other
31. Location means premises involving the insurance available to that person or or-
same or connecting lots, or premises ganization is excess and noncontributory
whose connection is interrupted only by with this insurance, or;
a street, roadway, waterway or right-of-
way of railroad. b. Except for the circumstance described in
2.a., above,the insurance provided under
18. Amended Duties in the Event of an Occurrence, this policy is excess over any other li-
Offense Claim or Suit ability insurance available to any insured
Section.l l = Liability Coverage, Part K. Liability whether such other insurance is written
and Medical Payments General Conditions, Items as primary, excess, contingent or any
2.a. and b.are,replaced with: other basis. An exception applies when
any insured specifically has purchased
a. In the event of an occurrence, offense, claim, excess insurance to apply in excess of the
or suit, you must promptly notify us. Your limits of insurance shown in the Decla-
duty to promptly notify us is effective when rations of this Coverage Part for Cover-
your executive officers, partners, members, or age C.
AB9189 8-07
Page 5 of 6
20. Damage to Invitees' Automobiles from Falling kind and quality; subject to a limit of$25,000
Trees or Tree Limbs - Limited Coverage in any one policy period; and
The policy applies to direct physical damage to 5. This coverage is not subject to the General
automobiles owned by invitees subject to all of the Liability General Aggregate Limit_
� following:
--- 21. Expected or Intended Injury-Amendment to Ea-
1. Provided such damage originates from preen- elusion
ises owned, managed, leased or rented by an
insured; SECTION I. - 2. EXCLUSIONS a. Expected or
Intended Injury,is replaced by the following;
2. Coverage applies only to invitees of an in-
sure or an insured's tenant; a. Expected or Intended Injury
3. Such damage is directly caused by Bodily injury or property damage expected or
wind-driven falling trees or tree limbs; intended from the standpoint of the insured.
This exclusion does not apply to bodily injury
4. The most we will pay for any one loss is the or property damage resulting from the use of
lesser of the actual cash value of the damaged reasonable force to protect persons or prop-
automobile as of the time of the loss; or the er y.
cost of repairing or replacing the damaged
automobile with another automobile of like All other terms and conditions of the policy apply.
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AB9189 U-07
Page 6 of 6
Scottsdale Indemnity Company
A Stock Insurance Company, herein called the Insurer
Home Office:
One Nationwide Plaza•Columbus,Ohio 43215
Administrative Office:
8877 North Gainey Center Drive•Scottsdale,Arizona 85258
1-800-423-7675
BUSINESS AND MANAGEMENT INDEMNITY POLICY DECLARATIONS
THE LIABILITY COVERAGE SECTIONS OF THIS POLICY,OTHER THAN GENERAL LIABILITY,WHICHEVER ARE APPLICABLE,COVER ONLY
CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR,IF ELECTED,THE DISCOVERY PERIOD AND REPORTED TO THE
INSURER PURSUANT TO THE TERMS OF THE RELEVANT COVERAGE SECTION.THE AMOUNTS INCURRED TO DEFEND A CLAIM REDUCE THE
APPLICABLE LIMIT OF LIABILITY AND ARE SUBJECT TO THE APPLICABLE RETENTION OR DEDUCTIBLE.PLEASE READ THIS POLICY
CAREFULLY.
TERMS THAT APPEAR IN BOLDFACE TYPE HAVE SPECIAL MEANING.PLEASE REFER TO THE APPROPRIATE DEFINITIONS SECTIONS OF THIS
POLICY.
Item 1, Parent Mark L.Groh Policy No: EK13194530
Company 5481 Vallecito Ave Agent No: 29406
&Mailing
Address: Westminster,CA 92683 Renewal No:
Agent Name E-Risk Services, LLC
&Mailing Northwest Professional Center
Address: 227 US Hwy 206
Suite 302
Flanders,NJ 07836-9174
Principal Address, if different from mailing address:
Item 2. Policy Period: From 7/11/2016 to 7/11/2017
12:01 A.M.local time at Principal Address shown above.
Item 3. Coverage Section and Limit of Liability
Miscellaneous Professional Services Coverage Section
1. Limit of Liability:
a. $1,000,000 each Claim for this Coverage Section
b. $1,000,000 in the aggregate for this Coverage Section
2. Additional Covered Expenses Limit of Liability:
a. $500 per day all Additional Covered Expenses for each Insured
b. $5,000 in the aggregate all Additional Covered Expenses for all Insureds
3. Retention $2,500 each Claim
4. Retroactive Date: 07/1112016
5. Continuity Date: 7/11/2016
Item 4. Premium: $930
Item 5. Discovery Period options:
1. One(1)year= 100% of the premium
2. Two(2)years= 150% of the premium
3. Three(3)years= 200% of the premium
EKI-D-5(06/13) Page 1 of 2
As provided in Section H.of the General Terms and Conditions,only one of the above Discovery Period options may be
elected and purchased.
Item 6. Forms and Endorsements Effective at Inception of Policy:
EKI-D-5(06/13),NOTX0015CA(02/00),EKI-1A(06/13),EKI-P-5(06/13), EKI-1500-CA(6-13),EKI-1222(06/13),EKI-1291
(06/13)
Item 7. Notices to Company:
N2LiU of Claims to:, Other Notic
Scottsdale Indemnity Company Scottsdale Indemnity Company
Attention:Claims Manager Attention:Claims Manager
7 World Trade Center,37th Floor 7 World Trade Center,37th Floor
250 Greenwich Street 250 Greenwich Street
New York,NY 10007 New York, NY 10007
FSReportALoss @freedomspecialtyins.com FSReportALoss @freedomspecialtyins.com
These Declarations,together with the Application,Coverage Sections,General Terms and Conditions,and any written endorsement(s)
attached thereto,shall constitute the contract between the Insured and the Insurer.
EKI-D-5(06/13) Page 2 of 2
aI
Natlonv&
Underwritten by: Scottsdale Indemnity Company
Home Office: One Nationwide Plaza•Columbus, Ohio 43215
Administrative Office: 8877 North Gainey Center Drive•Scottsdale, Arizona 85258
1-800-423-7675•A Stock Company
In Witness Whereof, the Company has caused this policy to be executed and attested.
Secretary President
The information contained herein replaces any similar information contained elsewhere in the policy.
UTI-COVPG(01/16) Page 1 of 1
Scottsdale Indemnity Company
CALIFORNIA POLICYHOLDER NOTICE
IMPORTANT INFORMATION FOR CALIFORNIA POLICYHOLDERS
In the event you need to contact someone about this policy for any reason,please contact your agent first.If you have additional
questions,you may contact the insurance company issuing this policy at the following address and telephone number:
8877 North Gainey Center Drive
Scottsdale,Arizona 85258
Telephone: 1-800-423-7675
If you have been unable to contact or obtain satisfaction from the company or agent,you may contact the California Insurance
Department at:
California Department of Insurance
Consumer Affairs Unit
300 South Spring Street,9th Floor,South Tower
Los Angeles,California 90013
Telephone: 1-800-927-4357 or 213-897-8921(out of state)
When contacting your agent,company or the Insurance Department,please have your policy number available.
NOTX0015CA(02100) Page 1 of 1
Scottsdale Indemnity Company
A Stock Insurance Company, herein called the Insurer
BUSINESS AND MANAGEMENT INDEMNITY POLICY
GENERAL TERMS AND CONDITIONS
In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and terms
and conditions of this Policy, the Insurer and the Insureds agree as follows.
A. SEVERABILITY OF GENERAL TERMS AND CONDITIONS
These General Terms and Conditions apply to each and every Coverage Section of this Policy, except and to the
extent a specific Coverage Section states otherwise. The terms and conditions of each Coverage Section apply
only to that Coverage Section and shall not be construed to apply to any other Coverage Section. If any provision in
these General Terms and Conditions is inconsistent or in conflict with the terms and conditions of any Coverage
Part, the terms and conditions of such Coverage Part shall control for purposes of that Coverage Part.
B. DEFINITIONS
Whenever used in this Policy,the terms that appear below in boldface type shall have the meanings set forth in
this Definitions subsection of the General Terms and Conditions. However, if a term also appears in boldface type
in a particular Coverage Section and is defined in that Coverage Section, that definition shall apply for purposes of
that particular Coverage Section.Terms that appear in boldface in the General Terms and Conditions but are not
defined in this Definitions subsection and are defined in other Coverage Sections of the Policy shall have the
meanings ascribed to them in those Coverage Sections.
1. Additional Named Insured means any entity specifically identified by endorsement to this Policy.
2. Application means the application, including any attachments thereto, and all other information and
materials submitted by or on behalf of the Insureds to the Insurer in connection with the Insurer
underwriting this Policy. All such application, attachments, information, materials and documents are
deemed attached to and incorporated into this Policy
3. Company means:
a. the Parent Company;
b. any Subsidiary;
c, any Additional Named Insured; or
d. any such organization as a debtor-in-possession or the bankruptcy estate of such entity under United
States bankruptcy law or an equivalent status under the law of any other jurisdiction.
4. Discovery Period means one of the periods described in Item 5. of the Declarations which is elected and
EKI-1A(06113) Page 1 of 5
purchased pursuant to Section H. below.
5. Domestic Partner means any natural person qualifying as a domestic partner under the provision of any
applicable federal, state or local law or under the provisions of any formal program established by the
Company.
6. Insurer means the insurance company providing this insurance.
7. Parent Company means the entity first named in Item 1. of the Declarations.
8. Policy means, collectively, the Declarations, the Application, this policy form and any endorsements.
9. Policy Period means the period from the effective date and hour of the inception of this Policy to the
Policy expiration date and hour as set forth in Item 2. of the Declarations, or its earlier cancellation date and
hour, if any.
10. Subsidiary means any entity during any time in which the Parent Company or any Additional Named
Insured, directly or indirectly, owns more than fifty percent(50%) of such entitys outstanding securities
representing the present right to vote for the election of such entitys directors or managers or has the right
to elect, designate or appoint, pursuant to written contract, by-laws, charter, operating agreement or similar
document of such entity, more than fifty percent(50%)of such entitys directors or managers.
All definitions shall apply equally to the singular and plural forms of the respective words.
C. LIMITS OF LIABILITY, RETENTIONS AND DEDUCTIBLES
1. The reduction in the Limit of Liability of any other Coverage Section shall not reduce the Limit of Liability of
any other Coverage Section.
2. The Retentions for each Coverage Section are separate Retentions pertaining only to the Coverage Section
for which they are shown. The application of a Retention or Deductible under one Coverage Section shall not
reduce the Retention or Deductible under any other Coverage Section.
3. In the event that any Claim is covered, in whole or in part, under two or more Insuring Clauses,the total
applicable Retention or Deductible shall not exceed the single largest applicable Retention. The largest
applicable Retention or Deductible shall apply only once to such Claim.
D. REPRESENTATIONS
It is represented that the particulars and statements contained in the Application are the basis of this Policy and
are to be considered as incorporated into and constituting a part of this Policy and each Coverage Section.
By acceptance of this Policy,the Insureds agree that:
1. the statements in the Application are their representations, that such representations shall be deemed
material to the acceptance of the risk or the hazard assumed by Insurer under this Policy, and that this
Policy and each Coverage Section are issued in reliance upon the truth of such representations; and
2. in the event the Application, including materials submitted or required to be submitted therewith, contains
any misrepresentation or omission made with the intent to deceive, or contains any misrepresentation or
omission which materially affects either the acceptance of the risk or the hazard assumed by Insurer under
EKI-1 A(06113) Page 2 of 5
this Policy, this Policy, including each and all Coverage Sections, shall not afford coverage to the following
Insureds for any Claim alleging, based upon, arising out of, attributable to, directly or indirectly resulting
from, in consequence of, or in any way involving, any untruthful or inaccurate statements, representations or
information:
a. any Insured who is a natural person and who knew the facts misrepresented or the omissions,
whether or not such individual knew of the Application, such materials, or this Policy;
b. any Company to the extent it indemnifies any Insured referred to in subsection a. above; and
c. any Company or any other entity that is an Insured, if any past or present chief executive officer,
chief financial officer, general counsel or risk manager of the Parent Company knew the facts
misrepresented or the omissions,whether or not such individual knew of the Application, such
materials, or this Policy.
With respect to any statement, representation or information contained in the Application, or in the materials
submitted or required to be submitted therewith, and solely with respect to the above exclusion, no knowledge
possessed by any Insured who is a natural person shall be imputed to any other Insured who is a natural person,
E. CANCELLATION
1. By acceptance of this Policy, the Insureds hereby confer to the Parent Company the exclusive power and
authority to cancel this Policy on their behalf. The Parent Company may cancel this Policy in its entirety
or any of the applicable Coverage Sections individually by surrender thereof to the Insurer, or by mailing
written notice to the Insurer stating when thereafter such cancellation shall be effective.The mailing of such
notice shall be sufficient notice and the effective date of cancellation shall be the date the Insurer received
such notice or any later date specified in the notice, and such effective date shall become the end of the
Policy or applicable Coverage Section. Delivery of such written notice shall be equivalent to mailing.
2. This Policy may be cancelled by the Insurer only for nonpayment of premium, by mailing written notice to
the Parent Company stating when, not less than ten (10)days thereafter, such cancellation shall be
effective, except that non-payment of premium due at inception of this Policy will result in the policy being
cancelled effective as of the inception date. The mailing of such notice shall be sufficient notice and the
effective date of cancellation stated in the notice shall become the end of the Policy Period. Delivery of
such written notice by the Insurer shall be equivalent to mailing. If the foregoing notice period is in conflict
with any governing law or regulation,then the notice period shall be deemed to be the minimum notice
period permitted under the governing law or regulation.
3. If this Policy or any Coverage Section is cancelled, the Insurer shall retain the pro rata proportion of the
premium therefore. Payment or tender of any unearned premium by Insurer shall not be a condition
precedent to the effectiveness of cancellation.
F. ESTATES, LEGAL REPRESENTATIVES,SPOUSES AND DOMESTIC PARTNERS
The estates, heirs, legal representatives, assigns, spouses and Domestic Partners of natural persons who are
Insureds shall be considered Insureds under this Policy; provided, however, coverage is afforded to such estates,
heirs, legal representatives, assigns, spouses and Domestic Partners only for a Claim arising solely out of their
status as such and, in the case of a spouse or Domestic Partner,where the Claim seeks damages from marital
community property,jointly held property or property transferred from the natural person who is an Insured to the
spouse or Domestic Partner. No coverage is provided for any Wrongful Act of an estate, heir, legal
representative, assign, spouse or Domestic Partner. All of the terms and conditions of this Policy including,
without limitation, the Retentions and Deductibles applicable to Loss incurred by natural persons who are Insureds
shall also apply to Loss incurred by such estates, heirs, legal representatives, assigns, spouses and Domestic
Partners.
EKI-1A(06113) Page 3 of 6
G. AUTHORIZATION CLAUSE
By acceptance of this Policy,the Parent Company agrees to act on behalf of all Insureds, and the Insureds
agree that the Parent Company will act on their behalf, with respect to the giving of all notices to Insurer,the
receiving of notices from Insurer, the agreement to and acceptance of endorsements, the payment of the premium
and the receipt of any return premium.
H. DISCOVERY PERIOD
1. If this Policy or any Coverage Section is cancelled or is not renewed by the Insurer,for reasons other than
non-payment of premium or if the Parent Company elects to cancel or not to renew this Policy or a
Coverage Section,then the Parent Company shall have the right, upon payment of an additional premium
calculated at that percentage shown in Item 5. of the Declarations of the total premium for this Policy, or
the total premium for the cancelled or not renewed Coverage Section,whichever is applicable,to purchase
an extension of the coverage granted by this Policy or the applicable cancelled or not renewed Coverage
Section with respect to any Claim first made during the period of time set forth in Item 5. of the Declarations
after the effective date of such cancellation or, in the event of a refusal to renew, after the Policy expiration
date, but only with respect to any Wrongful Act committed before such date.The Parent Company shall
have the right to elect only one of the Discovery Periods set forth in Item 5. of the Declarations.
2. As a condition precedent to the right to purchase the Discovery Period set forth in subsection H.1. above,
the total premium for the Policy must have been paid. Such right to purchase the Discovery Period shall
terminate unless written notice, together with full payment of the premium for the Discovery Period, is
received by Insurer within ninety(90) days after the effective date of cancellation, or, in the event of a refusal
to renew, within ninety (90) days after the Policy expiration date. If such notice and premium payment is not
so given to Insurer,there shall be no right to purchase the Discovery Period.
3, In the event of the purchase of the Discovery Period, the entire premium therefore shall be deemed earned
at the commencement of the Discovery Period.
4. The exercise of the Discovery Period shall not in any way increase or reinstate the limit of Insurers liability
, under any Coverage Section.
I. TERRITORY
Coverage under this Policy shall extend to Wrongful Acts taking place or Claims made anywhere in the world.
J. ASSISTANCE,COOPERATION AND SUBROGATION
The Insureds agree to provide Insurer with such information, assistance and cooperation as Insurer reasonably
may request, and they further agree that they shall not take any action which in any way increases Insurer's
exposure under this Policy. In the event of any payments under this Policy, Insurer shall be subrogated to the
extent of such payment to all of the Insureds' rights of recovery against any person or entity.The Insureds shall
execute all papers required and shall do everything that may be necessary to secure and preserve such rights,
including the execution of such documents as are necessary to enable Insurer effectively to bring suit or otherwise
pursue subrogation in the name of the Insureds, and shall provide all other assistance and cooperation which
Insurer may reasonably require.The Insurer hereby waives its subrogation rights against a client of the Insured to
the extent that the Insured had, prior to a Claim or a Wrongful Act reasonably expected to give rise to a Claim,
entered into a written agreement to waive such rights. In no event, however, shall the Insurer exercise its right of
subrogation against an Insured under this Policy, unless such Insured has:
1, committed a dishonest,fraudulent or criminal act, if established by a final, non-appealable adjudication,
guilty verdict or guilty plea or other written admission under oath by such Insureds; or
2, obtained any profit or advantage to which the Insured was not legally entitled if established by a final non-
EKI-1A(06113) Page 4 of 5
appealable adjudication, guilty verdict or guilty plea or other written admission under oath by such Insureds.
K. ACTION AGAINST INSURER,ALTERATION AND ASSIGNMENT
No action shall lie against Insurer unless, as a condition precedent thereto,there shall have been compliance with
all of the terms of this Policy. No person or organization shall have any right under this Policy to join Insurer as a
party to any action against the Insureds to determine their liability, nor shall Insurer be impleaded by the
Insureds or their legal representative. No change in, modification of, or assignment of interest under this Policy
shall be effective except when made by a written endorsement to this Policy which is signed by an authorized
representative of the Insurer.
L. ENTIRE AGREEMENT
By acceptance of this Policy, the Insureds agree that this Policy embodies all agreements existing between
them and Insurer or any of their agents relating to this insurance. Notice to any agent or knowledge possessed by
any agent or other person acting on behalf of Insurer shall not effect a waiver or a change in any part of this Policy
or estop Insurer from asserting any right under the terms of this Policy or otherwise, nor shall the terms be
deemed waived or changed except by written endorsement or rider issued by Insurer to form part of this Policy.
M. ALLOCATION
1. In the event the Insurer has the duty to defend a Claim under any Coverage Section in which both Loss
that is covered by the applicable Coverage Section and loss which is not covered by the applicable Coverage
Section is incurred because such Claim includes both covered and uncovered matters or because such
Claim is made against both covered and uncovered parties, where such parties are Insureds under this
Policy, then:
a. this Policy shall pay one hundred percent(100%)of such Costs, Charges and Expenses incurred
by such Insured on account of such Claim; and
b. the Insured and the Insurer shall use their best efforts to determine a fair and equitable allocation
between covered Loss and uncovered loss based upon the relative legal and financial exposures and
the relative benefits obtained.
2. In the event the Insured has the duty to defend a Claim under any Coverage Section in which both Loss
that is covered by the applicable Coverage Section and loss which is not covered by the applicable Coverage
Section is incurred, either because such Claim includes both covered and uncovered matters or because
such Claim is made against both covered and uncovered parties,then the Insured and the Insurer shall
use their best efforts to determine a fair and equitable allocation of any remaining loss on account of such
Claim between covered Loss and uncovered loss based upon the relative legal and financial exposures and
the relative benefits obtained.
N. STATE AMENDATORY INCONSISTENT
It is agreed that in the event there is an inconsistency between a state amendatory endorsement attached to this
Policy and any term or condition of this Policy, then where permitted by law, the Insurer shall apply those terms
and conditions of either the amendatory endorsement or the Policy which are more favorable to the Insured.
EKI-1A(08113) Page 5 of 5
�cottsdale Indemni ty Company
rN
A Stock Insurance Company, herein called the Insurer
BUSINESS AND MANAGEMENT INDEMNITY POLICY
MISCELLANEOUS PROFESSIONAL SERVICES COVERAGE SECTION
In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and terms
and conditions of this Policy, the Insurer and the Insureds agree as follows.
A. INSURING CLAUSE
1. Miscellaneous Professional Liability
The Insurer shall pay on behalf of the Insureds, Loss which the Insureds have become legally obligated to
pay by reason of a Claim first made against any Insureds during the Policy Period, or, if elected, the
Discovery Period, and reported to the Insurer pursuant to Section E.1. herein, for a Wrongful Act taking
place on or after the Retroactive Date and prior to the end of the Policy Period.
2. Additional Covered Expenses
The Insurer shall reimburse the Insureds for Additional Covered Expenses incurred in connection with a
Claim first made against any Insureds during the Policy Period, or, if elected, the Discovery Period, and
reported to the Insurer pursuant to Section E.1, herein, for a Wrongful Act taking place on or after the
Retroactive Date and prior to the end of the Policy Period.
B. DEFINITIONS
1. Additional Covered Expenses means reasonable expenses the Insureds incur at the Insurer's request to
attend a hearing, trial or mediation in the course of defending a Claim under this Coverage Section for a
Wrongful Act, including actual loss of earnings because of time off work.
2. Claim means;
a. a written demand against any Insureds for monetary damages or non-monetary or injunctive relief;
b. a civil proceeding against any Insureds, commenced by the service of a complaint or similar
pleading;
c. a civil administrative or regulatory proceeding against or a formal governmental investigation of any
Insureds commenced by the filing of a notice of charges, investigative order or similar document,
including any subpoena in connection therewith served upon the Insureds subsequent to the
commencement of such proceeding;
d. an arbitration or mediation, proceeding against any Insureds commenced by receipt of a demand for
arbitration or mediation or similar document; or
EKI-P-5(08!13) Page 1 of 8
e. a written request received by the Company to toll or waive the statute of limitations regarding a
potential Claim described in paragraphs a.through d. above.
3. Continuity Date means the date set forth in Item 3, of the Declarations relating to this Coverage Section,
4. Costs, Charges and Expenses mean reasonable and necessary legal costs, charges,fees and expenses
incurred by any of the Insureds in defending Claims and the premium for appeal, attachment or similar
bonds arising out of covered judgments, but with no obligation to furnish such bonds and only for the amount
of such judgment that is up to the applicable Limit of Liability. Costs, Charges and Expenses do not
include salaries, wages, compensation,fees, overhead or benefit expenses of or associated with partners,
officers, directors, managers, member managers, or employees of the Company.
5. Insureds means:
a. the Company;
b. all natural persons who were, now are, or shall become partners, officers, directors, managers,
member managers, or employees of the Company, including their estates, heirs, legal
representatives or assigns in the event of their death, incapacity or bankruptcy, but only for
Professional Services which were rendered, or which should have been rendered, by or on behalf of
the Company, and which are otherwise covered by this Coverage Section; and
c, any independent contractors who are natural persons, but only for Professional Services which
were rendered, or which should have been rendered, by or on behalf of the Company, and which are
otherwise covered by this Coverage Section.
6. Interrelated Wrongful Acts mean Wrongful Acts which have as a common nexus any fact, circumstance,
situation, event, transaction, cause or series of facts, circumstances, situations, events, transactions or
causes.
7. Loss means damages,judgments, settlements, pre-judgment or post-judgment interest awarded by a court,
and Costs,Charges and Expenses incurred by any of the Insureds. Loss does not include:
a. taxes, fines or penalties;
b. matters uninsurable under the laws pursuant to which this Policy is construed
c, punitive or exemplary damages, or the multiple portion of any multiplied damage award,except to the
extent that such punitive or exemplary damages, or multiplied portion of any multiplied damage
award, are Insurable under the internal laws of any jurisdiction which most favors coverage for such
damages and which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim
giving rise to such damages;
d, the cost of any remedial, preventative or other non-monetary relief, including without limitation any
costs associated with compliance with any such relief of any kind or nature Imposed by any
judgment, settlement or governmental authority;
e. any amounts for which the Insureds are not financially liable or legally obligated to pay;
f, future royalties or future profits, restitution, or disgorgement of profits by the Insureds;
EKI-P-5(08M3) Page 2 of 8
g. licensing fees or the return or offset of fees, charges, or commissions for the goods or services
already provided; or
h. that portion of any judgment or settlement representing liquidated damages pursuant to any contract
or agreement.
8. Pollutants means any substance exhibiting any hazardous characteristics as defined by, or identified on, a
list of hazardous substances issued by the United States Environmental Protection Agency or any federal,
state, county, municipal or local counterpart thereof or any foreign equivalent. Such substances shall
include, without limitation, solids, liquids, gaseous, biological, bacterial or thermal irritants, contaminants or
smoke, vapor, soot,fumes, acids, alkalis, chemicals or waste materials(including materials to be
reconditioned, recycled or reclaimed). Pollutants shall also mean any other air emission or particulate,
odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products, noise,
fungus (including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released
by fungi, but does not include any fungi intended by the Insured for consumption) and electric or magnetic
or electromagnetic field;
8. Professional Services means only those services described by endorsement to this Policy,
10. Retroactive Date means the date set forth in Item 3, of the Declarations relating to this Coverage Section,.
11. Wrongful Act means any actual or alleged error, omission, misleading statement, misstatement, neglect,
libel, slander or other defamatory or disparaging material, breach of duty or act allegedly committed or
attempted by the Insureds, which occurs solely in connection with the Insureds rendering of, or actual or
alleged failure to render, Professional Services.
C. EXCLUSIONS
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
1. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving:
a, bodily injury, sickness, disease or death of any person, mental anguish, emotional distress, mental
injury, mental tension, pain or suffering or shock, or loss of consortium resulting therefrom;
b. loss of, damage to, or destruction of any tangible property or securities, including loss of use thereof;
c, invasion of privacy, wrongful entry, eviction, false arrest, or Imprisonment, malicious prosecution,
malicious use or abuse of process, assault or battery; or
d. discrimination, humiliation, harassment, or misconduct arising out of or related to any such
discrimination;
2, alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
In any way involving:
a, the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or
disposal of Pollutants; or
EKI-P-5(08113) Page 3 of 8
b. any direction or request that the Insureds test for, monitor, clean up, remove, contain, treat, detoxify
or neutralize Pollutants, or any voluntary decision to do so
including, without limitation, any such Claim by or on behalf of the Company, its securities holders or
creditors based upon, arising out of, or attributable to the matters described in this exclusion;
3. brought by or on behalf of any of the Insureds or any of the Insureds successors or assigns, or by any
natural person or entity:
a. which is owned, operated or controlled by any of the Insureds;
b. which owns, operates or controls any of the Insureds;
c. which is affiliated with any of the Insureds through common ownership of greater than fifteen percent
(15%), common operation or common control; or
d. in which any of the Insureds is a director, officer, manager, member of the board of managers,
partner or principal stockholder;
4. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving:
a. any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice
given under any professional liability policy of which this Policy is a renewal or replacement or which
it succeeds in time; or
b, any other Wrongful Act,whenever occurring,which together with a Wrongful Act which has been
the subject of such prior notice, would constitute Interrelated Wrongful Acts;
5. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving any actual or alleged violation of the Employee Retirement Income Security Act of 1974,
as amended, or any rules or regulations promulgated thereunder, or similar federal, state or local statutory
law, rules, regulations or common law;
6, alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving express warranties or guarantees;
7. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving any actual or alleged plagiarism, infringement, misappropriation or violation of copyright,
patent, service marks,trademarks, trade secrets,title or other proprietary or licensing rights or intellectual
property of any product techniques or services;
8, alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
In any way involving:
a, any prior or pending litigation or administrative or regulatory proceeding, or formal or informal
governmental Investigation or inquiry tiled or pending on or before the Continuity Date; or
b, any fact, circumstance, situation,transaction or event underlying or alleged In such litigation,
administrative or regulatory proceeding, or formal or informal governmental investigation or inquiry;
EKI-P-5(08113) Page 4 of 8
9. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving any dispute involving fees, expenses or costs paid to or charged by the Insureds;
10. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving the gaining in fact of any profit or advantage to which the Insureds were not legally
entitled, if established by a final, non-appealable adjudication in such Claim, a guilty verdict, or guilty plea
or other written admission under oath by such Insureds;
11. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving any dishonest, fraudulent or criminal act of the Insureds, if established by a final, non-
appealable adjudication in such Claim, a guilty verdict, or guilty plea or other written admission under oath
by such Insureds;
12. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving the violation of any unfair competition or false, deceptive or unfair business practices
law, rule or regulation, if established by a final, non-appealable adjudication in such Claim, a guilty verdict,
or guilty plea or other written admission under oath by such Insureds;
When exclusion 10., 11., or 12. applies, the Insureds shall reimburse the Insurer for any Costs, Charges
and Expenses advanced;
13. for violation of any antitrust, or restraint of trade law, rule or regulation, or any similar law, rule or regulation
which protects competition;
14. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving the insolvency or bankruptcy of any of the Insureds including, but not limited to,the
failure, inability, or unwillingness to pay Claims, losses, or benefits due to such insolvency or bankruptcy;
15. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving the Securities Act of 1933, the Securities Exchange Act of 1934, any state securities
law, any other similar federal, state, local or common law, any rules or regulations promulgated thereunder,
or any amendments thereto;
16. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving, any Wrongful Act, fact, circumstance or situation which any of the Insureds had
knowledge of prior to the Continuity Date where such Insureds had reason to believe at the time that such
known Wrongful Act could reasonably be expected to give rise to such Claim;
17. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
In any way involving any fire,flood, earthquake, volcanic eruption, explosion, lighting,wind, hail,tidal wave,
landslide, act of God or other physical event; however, this exclusion does not apply to Claims arising out of
the Insureds negligence in the rendering or failure to render Professional Services;
18, alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
In any way involving any actual or alleged commingling of funds;
19. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving Professional Services that may only be performed by a licensed lawyer, architect,
engineer, medical physician or certified public accountant; or
20, for that portion of Loss which Is covered under any other Coverage Section of this Policy;
EKI-P-5(06113) Page 5 of 8
D. LIMIT OF LIABILITY AND RETENTIONS
1. The liability of the Insurer shall apply only to that part of Loss, which is excess of the Retention amounts
applicable to this Coverage Section, as shown in Item 3. of the Declarations.The Insureds shall be
responsible for payment of the Retentions,which the Insureds shall bear uninsured and at their own risk. If
different parts of a single Claim are subject to different applicable Retentions under this Coverage Section,
the applicable Retentions will be applied separately to each part of such Loss, but the sum of such
Retentions shall not exceed the largest applicable Retention.
2. As shown in Item 3. of the Declarations relating to this Coverage Section,the following Limits of Liability of
the Insurer shall apply:
a. The amount set forth in Item 3.1. shall be the aggregate limit of liability for all Loss under this
Coverage Section.
b. The amount set forth in Item 3.2.a. shall be the limit per day for each of the Insured subject to the
aggregate limit set forth in Item 3.2.b. for all Insureds for Additional Covered Expenses. No
Retention applies to Additional Covered Expenses and any such payments are in addition to the
Limit of Liability set forth in Item 3.1. of the Declarations relating to this Coverage Section.
c. The reduction of any Limit of Liability of any other Coverage Section shall not reduce the Limit of
Liability set forth in Item 3.1. relating to this Coverage Section.
3. All Claims arising out of the same Wrongful Act or Interrelated Wrongful Acts shall be deemed to
constitute a single Claim and shall be deemed to have been made at the earliest of the following times,
regardless of whether such date is before or during the Policy Period:
a. the time at which the earliest Claim involving the same Wrongful Act or Interrelated Wrongful Act
is first made; or
b. the time at which the Claim involving the same Wrongful Act or Interrelated Wrongful Acts shall
be deemed to have been made pursuant to subsection E.2. below.
4. Payments of Loss by Insurer shall reduce the Limit of Liability under this Coverage Section. Costs,
Charges and Expenses are part of, and not in addition to, the Limit(s)of Liability and payment of Costs,
Charges and Expenses reduce the Limit of Liability. If such Limit of Liability is exhausted by payment of
Loss,the obligations of the Insurer under this Coverage Section are completely fulfilled and extinguished.
E. NOTIFICATION
1, The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section, give
the Insurer written notice of any Claim as soon as practicable after an executive officer, risk manager or
general counsel of the Company first becomes aware of such Claim, but in no event later than:
a. ninety(90)days after the end of the Policy Period; or
b. if the Claim is first made against the Insureds during the Discovery Period, if purchased, ninety
(90)days after the end of the Discovery Period,
1 If, during the Policy Period or the Discovery Period, if purchased, any of the Insureds first becomes
aware of specific facts or circumstances which may reasonably give rise to a future Claim covered under
EKI-P-5(06113) Page 6 of 8
this Policy, and if the Insureds, during the Policy Period or the Discovery Period, if purchased, give
written notice to Insurer as soon as practicable of:
a. a description of the facts, circumstances, or allegations anticipated;
b. the identity of the potential claimants;
c. the circumstances by which the Insureds first became aware of the facts of circumstances;
d. the identity of the Insureds allegedly involved;
e. the consequences which have resulted or may result; and
f. the nature of the potential monetary damages and non-monetary relief;
then, any Claim made subsequently arising out of such facts or circumstances shall be deemed for the
purposes of this Coverage Section to have been made at the time such notice was received by the Insurer.
No coverage is provided for fees, expenses and other costs incurred prior to the time such facts or
circumstances result in a Claim.
3. Notice to Insurer shall be given to the address specified in Item 7. of the Declarations for this Policy.
F. SETTLEMENTS AND DEFENSE
1. It shall be the right and duty of the Insurer and not the Insureds to defend any Claim, including the right
and duty to select counsel to defend any Claim. Such duty shall exist even if any of the allegations are
groundless, false or fraudulent. The Insurer's duty to defend any Claim shall cease when the Limits of
Liability have been exhausted by the payment of Loss including Costs,Charges and Expenses.
2. The Insurer may make any investigation it deems necessary, and shall have the right to settle any Claim;
provided, however, no settlement shall be made without the consent of the Parent Company, such consent
not to be unreasonably withheld.
3. The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and Expenses or
otherwise assume any contractual obligation or admit any liability with respect to any Claim without the
prior written consent of the Insurer, such consent not to be unreasonably withheld. The Insurer shall not be
liable for any settlement, Costs, Charges and Expenses, assumed obligation or admission to which it has
not consented.The Insureds shall promptly send to the Insurer all settlement demands or offers received
by any Insureds from the claimant(s).
4. The Insureds agree to provide the Insurer with all information, assistance and cooperation which the
Insurer reasonably requests and agree that, in the event of a Claim,the Insureds will do nothing that shall
prejudice the position of the Insurer or its potential or actual rights of recovery.
G. OTHER INSURANCE
If any Loss covered under this Coverage Section is covered under any other valid insurance,then this Policy shall
cover the Loss, subject to its terms and conditions, only to the extent that the amount of the Loss is in excess of
the amount of such other Insurance whether such other insurance is stated to be primary, contributory, excess,
contingent or otherwise, and regardless of whether or not any Loss in connection with such Claim Is collectible or
recoverable under such other policy, unless such other insurance is written only as specific excess insurance over
EKI-P-5(08113) Page 7 of 8
the Limit of Liability for this Coverage Section.
H. MERGERS AND ACQUISITIONS
The Parent Company shall give written notice to the Insurer prior to the completion of a merger or acquisition by
or of the Company and Insurer expressly reserves the right to demand a premium adjustment or change in Policy
terms and conditions if this Policy is to remain in force subsequent to any such merger or acquisition. However,
the Insureds are not required to notify Insurer until renewal of this Policy if such merger or acquisition will
represent an increase of less than twenty-five percent(25%)of the Company's annual revenues as set forth in its
most recent application to Insurer for insurance and there is a no change in the services that will be performed by
the Insureds or acquired company as compared to the services that are listed on the Application.
I. INNOCENT INSUREDS
1. Exclusion 11. relating to dishonest, fraudulent or criminal acts of the Insureds shall not be applied to any
other Insureds who did not personally participate or personally acquiesce or remain passive after having
personal knowledge of such acts. However,the dishonest, fraudulent or criminal acts of the Chief Executive
Officer and Chief Financial Officer of a Company shall be imputed to the Company for purposes of
determining the applicability of such exclusion.
2. Any condition relating to the giving of notice of any Claim to the Insurer shall not be applied to any other
Insureds who would otherwise be deprived of coverage solely because of the failure to give such notice by
one or more of the Insureds responsible for giving such notice under the Policy; provided, that the condition
regarding giving notice is one with which Insureds who are not responsible for giving notice under the Policy
can comply and that such Insureds comply with such condition promptly after obtaining knowledge of the
failure of any other Insureds to comply therewith and such notice is given in no event later than ninety(90)
days after the end of the Policy Period or if the Claim if first made against the Insureds during the
Discovery Period, if purchased, ninety(90) days after the end of the Discovery Period.
This provision shall not apply to any Claim against the Parent Company arising from any dishonest, fraudulent or
criminal acts, either participated in by any present or former principal, partner, director or officer of the Parent
Company, or in which such person acquiesced or remained passive after having knowledge thereof.
EKI-12-5(08113) Page 8 of 8
SCo S a � �e �i v Company INDORSEMENT Y NO
ATTACHED TO
AND ENDORSEMENT
FORMING A PART EFFECTIVE DATE NAMED INSURED AGENT NO.
OF (12:01 A.M.STANDARD
POLICY NUMBER TIME)
EKI13194530 7/11/2016 Mark L. Groh 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDATORY ENDORSEMENT-CALIFORNIA
This endorsement modifies insurance provided under the following:
GENERAL TERMS AND CONDITIONS
The following is added to Section E., CANCELLATION:
If the Insurer chooses to non-renew this Policy, or to condition renewal upon a reduction of the Policy's applicable
Limits of Liability, an elimination of coverage, an increase in Retention or an increase of more than twenty-five
percent(25%)of the current Policy's premium, the Insurer will deliver or mail to the Parent Company and to its
agent of record, if any,written notice stating such at least sixty(60)days and not more than one hundred twenty
(120)days before the expiration date of the Policy Period, plus:
1. five days for mailing,to an addressee in California(sixty-five[65]to one hundred twenty-five[125]days);
2. ten (10)days for an addressee outside California (seventy[70]to one hundred thirty[130]days); or
3. twenty (20) days for an addressee outside the U.S.A. (eighty[80]to one hundred forty[140]days).
Proof of mailing is sufficient proof of notice.
All other terms and conditions of this Policy remain unchanged.
EKI-1500-CA(6-13) Page 1 of 1
scot sda e Indemnity Company NO ORSEMENT
^cATTACHED TO°. ENDOR SE.,,, ,,,,,. .,. .. ....,. ...., .,,,,,, .. ..,. . ..,,.. ...... .......I
MENT
AND
EFFECTIVE DATE
FORMING A PART NAMED INSURED AGENT NO.
OF (12:01 A.M.STANDARD
POLICY NUMBER TIME)
194530 7/
EK13 11/2016 Mark L. Groh zsaos
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
LEGAL SERVICES EXCLUSIONS ENDORSEMENT
This endorsement modifies insurance provided under the following:
MISCELLANEOUS PROFESSIONAL SERVICES COVERAGE SECTION
Section C., EXCLUSIONS, is amended by adding the following:
• alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any
way involving the guaranteeing of the availability of funds, or specified rate of return and/or interest;
• alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any
way involving any Insured making warranties or guarantees as to the future value of investments;
• alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any
way involving the guaranteeing or warranting of potential sales, earnings, profitability, or economic value;
• alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any
way involving any loss alleged to have been sustained through fluctuation in the market value of any security;
• alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any
way involving any taxes, fines or penalties due to or assessed by the Internal Revenue Service or any other tax
authority, whether such taxes,fines or penalties are due by or assessed against the Insureds or others;
• alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any
way involving the misuse of confidential or proprietary information; or
• alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any
way involving the intentional failure to complete a job within the required timeframe,
EKI-1222(06113) Page 1 of 2
All other terms and conditions of this Policy remain unchanged.
EKI-1222(06113) Page 2 of 2
Scottsdale Indemnity CompanyIN0.ENDORSEMENT 3
ATTACHED TO
AND ENDORSEMENT
EFFECTIVE DATE
FORMING A PART NAMED INSURED AGENT NO.
OF 02:01 A.M. STANDARD
TIME)
POLICY NUMBER
EK13194530 7/11/2016 Mark L. Groh 29406
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
PROFESSIONAL SERVICES DEFINITION
This endorsement modifies insurance provided under the following:
MISCELLANEOUS PROFESSIONAL SERVICES COVERAGE SECTION
Section B., DEFINITIONS, subsection 9. is deleted in its entirety and replaced with the following:
9. Professional Services means solely in the performance of providing orofessional services as a mediator for others
,
for a fee.
All other terms and conditions of this Policy remain unchanged.
EKI-1291 (06/13) Page 1 of 1
CITY OF EL SEGUNDO
WORKERS' COMPENSATION DECLARATION
WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE
IS UNLAWFUL AND SUBJECTS AN EMPLOYER TO CRIMINAL PENALTIES
AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000),
IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED
FOR IN LABOR CODE § 3706, INTEREST, AND ATTORNEY'S FEES.
affirm under penalty of perjury under the laws of California one of the following declarations:
(_) I have and will maintain a certificate of consent of self-insure for workers' compensation, issued by the Director
of Industrial Relations as provided for by Labor Code§3700 for the performance of the work set forth the agreement
with the City of El Segundo.
Policy Noe
(_)I have and will maintain workers'compensation insurance as required by Labor Code§3700 for the performance
of the work for which the agreement with the City of El Segundo is executed. My workers' compensation insurance
carrier and policy number are:
Carrier Policy Number Expiration Date
Name of Agent Phone#
(X) I certify that, in the performance of the work set forth in the agreement with the City of El Segundo, I will not
employ any person in any manner so as to become subject to the workers' compensation laws of California, and
agree that, if I should become subject to the workers' compensation provisions of Labor Code § 3700 1 must
immediately comply with those provisions or the aareeement will automatically become void.
Signature of Applicant .i 44-0 f✓ Date 4-27-17
Agreement for: Mark L. Groh,Independent 11caring Officer
Dated: W.
Reviewed by:
1