EXHIBIT 10.3
DEDUCTIBLE LIABILITY INSURANCE POLICY
DECLARATIONS
Item 1. Policy No.: NXS 0133598-01
Item 2. Company: Reliance Insurance Company of Illinois
Item 3. Insured: THE VINCAM GROUP, INC. ET AL (SEE ENDT' #1)
Item 4. Inception Date: 12/31/97
Expiration Date: 12/31/2000
Item 5. Premium: $4000 FLAT-(See Item H-Premium)
Item 6. Covered Policies:
INSURER POLICY POLICY POLICY POLICY DEDUCTIBLE
------- COVERAGE TYPE NUMBER PERIOD AMOUNT
-------- ------ ------ ------ ----------
Policy 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
POLICY
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
A. INSURED
"Insured" means the Insureds designated in the Declarations.
B. COMPANY
"Company" means Reliance Insurance Company of Illinois.
C. INSURER
"Insurer" means an insurance company that issued the Covered Policies as
listed in Item 6 of the Declarations.
D. POLICY
"Policy" means this deductible liability insurance policy.
E. POLICY PERIOD
"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
"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
"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, 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
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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
A. COVERAGE
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
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.
III. EXCLUSIONS
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
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Policy and the Company shall have no liability to pay such Deductible
Amounts on behalf of the Insured.
IV. CONDITIONS
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 as 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.
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
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.
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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
The Premium will be charged Flat as follows:
12/31/97-98 $4000. Flat
12/31/98-99 $4000. Flat
12/31/99-2000 $4000. Flat
I. AUDIT
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.
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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.
K. NON-RENEWAL
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 nonrenewal.
L. NAMED INSURED
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
This Policy shall be void if assigned or transferred without the prior
written consent of the Company.
N. CHANGES
This Policy may not be changed, amended or otherwise modified except
through a validly issued written endorsement executed by the Company.
Information provided
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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
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, 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 20th day of May, 1998.
By: /s/ SIGNATURE ILLEGIBLE
--------------------------------
Authorized Company Representative
Title: 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
#1 REVISED
This endorsement, effective on 12/31/97 at 12:01 A.M. standard time, forms
a part of
Policy No. NXS0133598-01 of the Reliance Insurance Company
of Illinois
Issued to The Vincam Group, Inc. Et al
/s/ SIGNATURE ILLEGIBLE
----------------------------------
Authorized Representative
It is agreed that IRM #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. VII
Vincam Human Resources, Inc. of Michigan
Psych/Care, Inc.
Vincam Occupational Health Systems, Inc.
Vincam Insurance Services, Inc.
American Pediatrics Systems, Inc.
Vincam Practice Management, Inc.
CP Investments, Inc.
Vincam/Staff Administrators, Inc. of Colorado (DAB: Vincam Human
Resources, Inc.)
Vincam/Staff Administrators, Inc. of California (DAB: Vincam Human
Resources, Inc.)
Vincam/Staff Administrators, Inc. of Western Colorado (Vincam Human Resources)
American Staffing, Inc.
Vincam/Amstaff, Inc.
Amstaff HR Services, Inc.
R.D.M., Inc.
American Staffing, Inc.
Amstaff PEO, Inc.
Amstaff H.R.M., Inc.
Amstaff Management Services, Inc.
Amstaff Professional Services, Inc.
Amstaff Employer Resources, Inc.
Amstaff P.C.S., Inc.
A.E. Services Group, Inc.
Staff Resources Services, Inc.
Staffing Group Enterprises, Inc.
AM Risk Management Company
Addison, Inc.
ATCO PEO, Inc.
Vincam/Staffing Network, Inc.(DAB: Staffing Network, Inc.
A Vincam Group Company)
Corporate Staff Services, Inc.
(The Attaching Clause need be completed only when this endorsement is
issued subsequent to preparation of the policy.) GU 207
(6-78)
ENDORSEMENT #2
This endorsement, effective on 12/31/97 at 12:01 A.M. standard time, forms
a part of
Policy No. NXS0133598-01 of the Reliance Insurance Company
of Illinois
Issued to The Vincam Group, Inc. Et al
/s/ SIGNATURE ILLEGIBLE
-----------------------------------
Authorized Representative
It is agreed that Item 6 Covered Policies numbers are as follows:
Policy Series:
NWA2114201 through NWA2114300
NWA1012701 through NWA1012800
NWA1012500 through NWA1012700
NWA2114301 through NWA2114450
Master Policy #NWA0133600-01
#NWA2114248-01
#NWA2114255-01
Schedule of Policies may vary according to state regulations and are maintained
in the Company's files.
(The Attaching Clause need be completed only when this endorsement is issued
subsequent to preparation of the policy.) GU 207
(6-78)
ENDORSEMENT#2
This endorsement, effective on 12/3 at 12:01 A.M. standard time, forms
a part of
Policy No.NXS0133598-01 of the Reliance Insurance Company
of Illinois
Issued to The Vincam Group, Inc. Et al
/s/ SIGNATURE ILLEGIBLE
-----------------------------------
Authorized Representative
It is agreed that Item 6 Covered Policies numbers are as follows:
Policy Series:
NWA2114201 through NWA2114300
NWA1012701 through NWA1012800
NWA1012500 through NWA1012700
NWA2114301 through NWA2114450
Master Policy # NWA0133600-01
# NWA2114248-01
# NWA2114255-01
Schedule of Policies may vary according to state regulations and are maintained
in the Company's files.