EXHIBIT 10.25
DEDUCTIBLE INDEMNIFICATION AGREEMENT
THIS AGREEMENT, effective December 31, 1996, between The Vincam Group,
Inc., a Florida corporation (hereinafter referred to as "Insured"), with offices
at 0000 Xxxxxxx Xxxx, Xxxxx Xxxxxx, XX 00000 and Reliance National Risk
Specialists ("RNRS"), a division of Reliance Insurance Company, with offices
located at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of the following
insurance company:
RELIANCE INSURANCE COMPANY
(referred to as: "Company").
WHEREAS, the Company has issued to the Insured the policies of insurance
listed in Schedule I to this Agreement (the policies together with all
endorsements, extensions, renewals or related agreements are referred to
collectively as the "Policies");
WHEREAS, coverage under the Policies has been issued subject to a
deductible;
WHEREAS, the various states establish the factors or formulas to be used
in the calculation of taxes, residual market charges and assigned risk override
charges;
WHEREAS, certain states permit all losses within the deductible amount set
forth in the Policies ("Deductible Amount") to be excluded from the calculation
of taxes, residual market charges and assigned risk override charges;
WHEREAS, certain states require certain losses within the Deductible
Amount to be included in the calculation of taxes, residual market and assigned
risk override charges;
WHEREAS, in computing these taxes and charges for the Policies, the
Company has excluded and shall exclude, where permitted, from the calculation of
taxes and assigned risk override charges all ultimate expected losses or
Incurred Losses which fall within the Deductible Amount; and
WHEREAS, the Insured has agreed to pay all taxes, residual market and
assigned risk override charges relating to the Policies.
NOW THEREFORE, the Insured unconditionally agrees to indemnify and hold
the Company harmless against any and all liabilities, losses, claims, suits,
damages, fines, penalties, or expenses, including attorney's fees, relating to
the payment of any and all taxes, residual market and assigned risk override
charges, costs or expenses of any type which the Company may be obligated to pay
in connection with the Policies. The Insured agrees to indemnify the Company for
all actual taxes or charges assessed by the various states as respects the
Policies as a result of the establishment of any factor or formula for such
taxes or charges.
The Insured further agrees to indemnify and hold the Company harmless
against any and all taxes, assigned risk override charges, costs or expenses of
any type which the Company may become obligated to pay as a result of any
amendment to or reinterpretation of the insurance laws and regulations of these
various states governing the calculation and payment of such taxes, charges,
costs or expenses.
The Insured further agrees that it will indemnify the Company for the
costs or expenses, including reasonable attorney's fees, incurred directly or
indirectly by the Company in collecting any monies due under this Agreement.
This Indemnification Agreement shall be effective during the term of the
Policies and shall continue in force for as long as the Company has any
liabilities or obligations for any taxes, residual market and assigned risk
override charges, costs or expenses of any type under the Policies.
IN WITNESS WHEREOF, the Insured, intending to be legally bound, has caused
this DEDUCTIBLE INDEMNIFICATION AGREEMENT to be executed.
INSURED: THE VINCAM GROUP, INC.
BY: /s/ XXXXXX XXXXX
---------------------------
Xxxxxx Xxxxx
TITLE: Vice President & Controller
DATE: Jan. 27, 1997
---------------------------
WITNESS: /s/ XXXX XXXXX
---------------------------
Xxxx Xxxxx
2
SCHEDULE I
To the Deductible Indemnification Agreement
between
RELIANCE INSURANCE COMPANY
--------------------------
(the "Company")
and
THE VINCAM GROUP, INC.
----------------------
(the "Insured")
EFFECTIVE: DECEMBER 31, 1996
-----------------------------
POLICY NUMBER EFFECTIVE DATE
------------- --------------
NWA-0133599-00 12/31/96
1
