EXHIBIT 10.27
DEDUCTIBLE LIABILITY INSURANCE POLICY
DECLARATIONS
ITEM 1. POLICY NO.: NXS 0133598-00
ITEM 2. COMPANY: RELIANCE INSURANCE COMPANY OF ILLINOIS
ITEM 3. INSURED: THE VINCAM GROUP, INC. ET AL ( SEE ENDT' #1)
ITEM 4. INCEPTION DATE: 12/31/96
EXPIRATION DATE: 12/31/99
ITEM 5. PREMIUM: $5000 FLAT-(SEE ITEM H-PREMIUM)
ITEM 6. COVERED POLICIES:
POLICY POLICY POLICY POLICY DEDUCTIBLE
INSURER COVERAGE TYPE NUMBER PERIOD AMOUNT
------- -------- ------ ------ ------ ----------
RIC W/C & E.L. SAME * * $1,000,000
* Schedule of Policies shall be maintained on file with the Company and
this Declarations Page shall be updated by endorsement on a quarterly basis.
ITEM 7. COMPANY'S LIMITS OF LIABILITY: A. For each Covered Policies $750,000
each and every accident/occurrence
in excess of $250,000 each and
every accident/occurrence
ITEM 8. SELF-INSURED RETENTION: A. For each Covered Policies $2000
each & every medical only claim
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POLICY
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In Consideration of the payment of the premium and in reliance upon the
statements made to the Company, and subject to the Self-Insured Retention and
the Limits of Liability, and the limitations, exclusions, terms and conditions
of this Policy, the Company agrees with the Insured as follows:
I. DEFINITIONS
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A. INSURED
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"Insured" means the Insureds designated in the Declarations.
B. COMPANY
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"Company" means Reliance Insurance Company of Illinois.
C. INSURER
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"Insurer" means an insurance company that issued the Covered
Policies as listed in Item 6 of the Declarations.
D. POLICY
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"Policy" means this deductible liability insurance policy.
E. POLICY PERIOD
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"Policy Period" means the period from the Inception date of this
Policy through the Expiration date as set forth in Item 4 of the
Declarations, or the policy's earlier termination date, if any.
F. COVERED POLICIES
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"Covered Policies" means only those insurance policies issued to
an Insured by an Insurer as specified in Item 6 of the
Declarations.
G. DEDUCTIBLE AMOUNTS
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"Deductible Amounts" means any amounts actually paid by an
Insurer with respect to a claim under a Covered Policy and for
which an Insured is responsible for reimbursing the Insurer under
the terms of any deductible provision or endorsement of a Covered
Policy. Such Deductible Amounts may include but are not limited
to damages, benefits, losses, or costs, fees and expenses for
investigation, negotiation,
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settlement or defense. "Deductible Amounts" shall not include any
premium taxes, surcharges or assessments arising out of or
attributable to an Insured's obligations to reimburse an Insurer
whether the Insured is required to pay the Insurer for such
premium taxes, surcharges or assessments under the Covered Policy
or otherwise.
II. INSURING AGREEMENTS
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A. COVERAGE
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The Company, subject to the Self-Insured Retention and as
described in E, below will pay on behalf of the Insured all
Deductible Amounts which the Insured shall become obligated to
pay up to the Limits of Liability as described in D, below to an
Insurer under a Covered Policy listed in Item 7 of the
Declarations.
B. NO DUTY TO DEFEND
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The Company shall have no duty to investigate or defend any
claim, suit or proceeding commenced against the Insured under
this Policy or any Covered Policy. The Company shall have the
right to associate, at its own expense, with the Insured in the
defense or investigation of any claim, suit or proceeding
involving the Covered Policies listed in Item 7 of the
Declarations.
C. PAYMENTS TO INSURERS LISTED IN DECLARATIONS
-------------------------------------------
All Deductible Amounts payable under this Policy shall be paid on
behalf of the Insured directly to the Insurer on the Covered
Policy listed in Item 7 of the Declarations. The payment of such
Deductible amounts shall be made in satisfaction of the Insured's
obligations to such Insurer under the Covered Policy. The Insured
irrevocably waives any rights to such payments.
D. LIMITS OF LIABILITY
-------------------
The amount stated in Item 6a. for each Covered Policies is the
most the Company will pay for Deductible Amounts under each
Covered Policies of each accident occurrence.
E. SELF-INSURED RETENTION
----------------------
The Company will not pay any Deductible Amounts within the
Self-Insured Retention stated in Item 8 of the declarations for
each covered policy.
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III. EXCLUSIONS
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The Insurance under this Policy covers only those Deductible Amounts
which the Insured shall become obligated to pay to an Insurer under the
deductible endorsement to the Covered Policies listed in Item 6 of the
Declarations. Any Deductible Amounts not covered or excluded under the
Covered Policies shall not be covered under this Policy and the Company
shall have no liability to pay such Deductible Amounts on behalf of the
Insured.
IV. CONDITIONS
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A. NOTICE OF CLAIM
---------------
The Insured shall provide the Company with a copy of any and all
notices and information on claims made under the Covered Policies. The
Insured shall provide the Company with a copy of any such notices or
information at the same time that it provides such notices or
information to an Insurer. The Insured shall deemed to have comply
with this provision once the claim is reported to the Third Party
Administrator.
In addition, the Insured shall notify the Company in writing a soon as
practicable of any claim for reimbursement of any amounts within the
self insured retention provision by the Insurer under a Covered
Policy. The notice shall include: (1) the name of the Insurer, (2) the
amount(s) sought by the Insurer, (3) the amount(s) paid or reserved by
the Insurer for such claim, suit or proceeding, including indemnities,
medical expenses or benefits, and allocated loss adjustment expense,
(4) the amount of the self-insured retention, if any, applicable to
such claim, suit or proceeding, (5) the Insurer's claim number, (6)
the claimant's name and address, (7) the date of accident or
occurrence that is the basis for such claim, suit or proceeding and
(8) any other relevant information requested by the Company. The
Insured shall cooperate with the Company in the investigation and
settlement of any claim under this Policy.
B. SUNSET
------
The Company shall have no obligation to pay Deductible Amounts on
behalf of the Insured unless a claim has been submitted by the Insured
to the Company in accordance with IV. A above, within seven (7) years
from the last day of the Policy Period.
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C. FALSE OF FRAUDULENT CLAIMS
--------------------------
If the Insured submits any claim that the Insured knows is false or
fraudulent, in whole or part, as regards amount of otherwise, this
policy shall be void and all insurance under this Policy shall be
forfeited.
D. SUBROGATION
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The Company shall be subrogated to the rights of the insured to
recover from any third party including any Deductible Amounts paid on
behalf of the Insured to such third party liable for such Deductible
amounts. The Insured hereby assigns its rights to participate in any
recoveries by an Insurer. The Insured shall cooperate fully with the
Company to recover such Deductible Amounts.
E. OTHER INSURANCE
---------------
Except with respect to Covered Policies the insurance under this
Policy shall be excess insurance over and above any other applicable
insurance available to the Insured, whether such other insurance is
stated to be primary, contributing, excess, contingent or otherwise
and whether such other insurance is valid and collectible.
F. BANKRUPTCY OR INSOLVENCY OF INSURED
-----------------------------------
Bankruptcy or insolvency of the Insured shall not relieve the Company
of any of its obligations hereunder.
G. ACTION AGAINST THE COMPANY
--------------------------
No action shall lie against the Company unless, as a condition
precedent thereto the Insured shall have fully complied with all the
terms and conditions of this Policy. In addition, no action shall lie
against the Company until the amount of the Insured's obligation to
pay Deductible Amounts under the Covered Policies listed in Item 8 of
the Declarations shall have been determined finally and payment made
by an Insurer under a Covered Policy.
Nothing contained in this Policy shall give any person or entity any
right to join the Company as a co-defendant in any action against the
Insured to determine the Insured's liability to such person or
organization.
H. PREMIUM
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The Premium will be charged Flat as follows:
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12/31/96-97 $5000. Flat
12/31/97-98 $5000. Flat
12/31/98-99 $5000. Flat
I. AUDIT
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The Company may examine and audit the Insured's books and records at
any time during the Policy Period or within five years after the last
day of the Policy Period or until all timely and properly reported
claims are paid under this Policy, whichever is alter, on any matter
relating to the insurance provided under the Policy. The Insured
shall cooperate fully with the Company during any audit, and shall
provide the Company with any information or documents requested by
the Company that relates to the rights and obligations of the insured
and the Company under this Policy.
J. CANCELLATION
------------
This Policy may be canceled by the Company by mailing to the Company
written notice of cancellation. The notice of cancellation must be
mailed to the Insured not less than ten (10) days before the
effective date of cancellation; but only for the failure of the
Insured to pay the premium when due. In the event this policy is
canceled for non-payment of premium, all the Covered Policies will be
canceled simultaneously.
If the Policy is canceled earned premium shall be computed on a short
rate basis. Adjustment of the premium may be made at the time this
Policy is canceled or as soon thereafter as practicable.
If this Policy is canceled, the liability of the Company to pay
Deductible Amounts on behalf of the insured shall be cut-off and
shall of the effective date of such cancellation. In such event, the
Company shall have no obligation to pay Deductible Amounts on behalf
of the Insured for any claims that were not timely, properly and
fully reported to the Company before the effective date of
cancellation. In addition, the Company shall be liable only for those
Deductible Amounts relating to losses or expenses actually paid by an
Insurer under Covered Policies before the effective date of
cancellation of this Policy. Contingent or pending losses or expenses
under a Covered Policy shall not be covered and the Company shall
have no liability for any Deductible Amounts payable on behalf of the
Insured to the Insurer for such losses or expenses.
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K. NON-RENEWAL
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This Policy may be non-renewed by the company by mailing to the
Insured written notice of non-renewal. The notice of non-renewal must
be mailed to the Insured not less than thirty (30) days before the
effective date of non-renewal.
L. NAMED INSURED
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The Insured named in the Declarations is the only Insured under this
Policy. No other person or entity shall have any rights as an Insured
under this Policy.
M. ASSIGNMENT
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This Policy shall be void if assigned or transferred without the
prior written consent of the Company.
N. CHANGES
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This Policy may not be changed, amended or otherwise modified except
through a validly issued written endorsement executed by the Company.
Information provided to an agent of the Company shall not result in a
change, amendment or other modification to any part of this Policy or
stop the company from asserting any right under the Policy or relieve
the Insured of any duty under this Policy.
O. ARBITRATION
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If any dispute arises between the Insured and the Company either
before or after termination of this Policy with reference to the
interpretation of this Policy or the rights of either party under
this Policy, the dispute shall be referred to arbitration. The
arbitration will involve three arbitrators, one to be selected by
each party and the third by the two parties selected. If either party
refuses or neglects to appoint an arbitrator within thirty (30) days
after the receipt of written notice from the other party requesting
it to do so, the requesting party may nominate two arbitrators who
shall select the third arbitrator. In the event the two arbitrators
do not agree on the selection of the third arbitrator shall be
selected pursuant to the commercial arbitration rules of the American
Arbitration Association. The arbitrators shall be officials or former
officials of other insurance of reinsurance companies. The
arbitration shall take place in the State of New York and the
arbitration proceedings shall be governed by the rules of the
American Arbitration Association and the New York Arbitration Law.
The arbitrators shall consider this Policy honorable engagement
rather than merely a legal obligation; they are relieved of all
judicial formalities and may abstain from following the strict rules
of the law; provided,
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however, that the arbitrators may not render any award of punitive or
exemplary damages. The decision of a majority of the arbitrators
shall be final and binding on both the Insured and the Company and
judgment upon the award rendered by the arbitrators may be entered
into any court having jurisdiction thereof. The expense of the
arbitrators and of the arbitration shall be equally divided between
the Insured and the Company. Arbitration is the sole remedy for
disputes arising under this Policy. The arbitrators are relieved of
any judicial formalities or rules of law and shall be bound to the
standards and practices of the insurance business and the intent of
this Policy.
P. CHOICE OF LAW AND FORUM SELECTION
---------------------------------
This Policy shall be interpreted according to the laws of the State
of New York. Any claim, suit or proceeding commenced by the Insured
against the company shall be brought in a state or federal court of
competent jurisdiction in the State of New York.
Executed this 6th day of January, 1997.
By: [SIGNATURE]
---------------------------------
Authorized Company Representative
Title: Regional First Vice President
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(The Attaching Clause need be completed only when this endorsement is issued
subsequent to preparation of the policy.)
GU 207
(6-78)
ENDORSEMENT
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This endorsement, effective on 12/31/96 at 12:01 A.M. standard time, forms a
part of Policy No. NXS013-3598-00 of the RELIANCE INSURANCE COMPANY OF ILLINOIS
Issued to
[SIGNATURE]
-----------------------------
Authorized Representative
IT IS AGREED THAT ITEM #3, INSURED, IS EXTENDED TO INCLUDE
THE FOLLOWING:
THE VINCAM GROUP, INC.
VINCAM HUMAN RESOURCES, INC.
VINCAM HUMAN RESOURCES, INC. I
VINCAM HUMAN RESOURCES, INC. II
VINCAM HUMAN RESOURCES, INC. III
VINCAM HUMAN RESOURCES, INC. IV
VINCAM HUMAN RESOURCES, INC. V
VINCAM HUMAN RESOURCES, INC. VI
VINCAM HUMAN RESOURCES, INC. XII
VINCAM PRACTICE MANAGEMENT, INC.
AMERICAN PEDIATRIC SYSTEMS, INC.
VINCAM HUMAN RESOURCES OF MICHIGAN, INC.
VINCAM OCCUPATION HEALTH SYSTEMS, INC.
PERSONNEL RESOURCES, INC.
VINCAM INSURANCE, INC.
PSYCH CARE INC.
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