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EXHIBIT 10.31
POLICY LIFE CYCLE
SERVICES AGREEMENT
MILLERS CASUALTY INSURANCE COMPANY
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POLICY LIFE CYCLE
SERVICES AGREEMENT
This Policy Life Cycle Services Agreement ("Agreement") is effective
as of the 1st day of May, 1997 ("Effective Date"), by and between Millers
Integrated Claims Resources, Inc. dba MiliRisk, a Texas corporation with
principal offices at ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("MiliRisk"), and
Millers Casualty Insurance Company, a Texas corporation, having their principal
place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Customer").
Whereas, Customer is desirous of MiliRisk providing Policy Life Cycle
Services for which Customer as set forth in this Agreement;
Whereas, MiliRisk wishes to provide such Services for Customer; and
Whereas, the parties hereto wish to reduce their Agreement to writing.
Now, therefore, for and in consideration of the premises set forth
below and other good and valuable consideration, the receipt and sufficiency of
which is expressly acknowledged, Customer and MiliRisk hereby agree as follows:
ARTICLE 1. SERVICES
The "Services" to be performed by MiliRisk are set forth in Exhibit I
to this Agreement.
ARTICLE 2. TERM
2.1 The term of this Agreement shall commence on the Effective
Date and shall have a "Minimum Term" of 36 full calendar
months unless terminated earlier pursuant to the provisions
of this Agreement. The Agreement shall automatically be
renewed and extended after the conclusion of the Minimum Term
for an additional term or terms of 36 months unless
terminated pursuant to the provisions of Article 8.
2.2 The "Implementation Period" shall begin on the Effective Date
of this Agreement and shall end on the date MiliRisk notifies
Customer that MiliRisk is capable of receiving all future
applications on behalf of Customer. During the Implementation
Period, MiliRisk shall prepare an analysis of the lines of
business included within the terms of this Agreement.
Customer shall assist MiliRisk during such "Implementation
Period" with the gathering of appropriate data, information,
background, and other facts as needed by MiliRisk to enable
MiliRisk to perform the Services enumerated in Exhibit I of
this Agreement.
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ARTICLE 3. DUTIES OF MILIRISK
3.1 During the Implementation Period, MiliRisk shall design,
construct, and implement the following software systems:
1. Processing system to support the Services enumerated
in Exhibit I
In addition, the Implementation Period will be used to
assemble the staff, arrange for furniture and fixtures, and
prepare for the start of business. All procedures required to
conduct business as well as the requisite staff training will
occur during this period.
3.2 MiliRisk shall dedicate the necessary human, equipment and
computer resources to provide and, during the term of this
Agreement, will provide Customer with the Services enumerated
in Exhibit I of this Agreement for the Lines of Business and
States specified in Exhibit I.
3.3 MiliRisk shall designate an employee to act as liaison with
Customer to facilitate the provision of the Services.
3.4 MiliRisk shall maintain the confidentiality of data or
information which is the property of Customer and which is
directly accessible to MiliRisk in the implementation and
performance of the Services.
3.5 MiliRisk shall maintain complete, accurate and orderly
underwriting books, files, records and accounts of all
transactions in accordance with generally accepted insurance
and accounting practices. MiliRisk shall be responsible for
the timely remittance of all premiums due Customer.
3.6 MiliRisk shall maintain permanent copies of all policies and
applications and correspondence related to the policies.
MiliRisk shall not destroy these permanent copies without the
written permission of the Customer for a period of at least
five (5) years from the termination date of the applicable
policies, or the period specified by the applicable state
statute regulating preservation of records, whichever is
longer. MiliRisk may, at its discretion, use magnetic,
optical, and other types of technology to store such data.
3.7 MiliRisk acknowledges and agrees that Customer, being at risk
and having ultimate responsibility for the policies to be
administered by MiliRisk, shall at all times have ultimate
discretion with respect to all matters pertaining to the
policies.
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ARTICLE 4. DUTIES OF CUSTOMER
4.1 Customer shall provide the data necessary, in a timely manner
and in a format acceptable to MiliRisk, for MiliRisk to
perform the Services defined in Exhibit I of this Agreement.
Customer acknowledges that delays in delivery of required
information will result in a similar delay in fulfilling
Services.
4.2 Customer acknowledges that MiliRisk assumes no risk or
responsibility for Customer's claims administration, claim
payments or recovery within this Agreement.
4.3 Customer will provide MiliRisk with the policy jackets and
the information and specifications necessary to perform the
Services defined in Exhibit I of this Agreement, including
but not limited to Customer's banking institution account
information, corporate and subsidiary logos (if applicable),
style and specifications of printed documents such as
insurance policies, and all other information and
specifications necessary to perform the Services.
4.4 Customer shall appoint a Project Manager with sufficient
authority within Customer's organization to facilitate
Customer's role as MiliRisk performs the Services enumerated
in Exhibit I of this Agreement.
ARTICLE 5. AUDIT PROVISIONS
5.1 MiliRisk shall maintain records of amounts billable to and
payments made on behalf of Customer. In addition, MiliRisk
shall maintain records of the data utilized to perform the
Services defined in Exhibit I of the Agreement until five
years following the termination date of the applicable
policies, or the period specified by the applicable state
statute unless such records are earlier returned to Customer.
MiliRisk agrees to provide reasonable supporting
documentation concerning any disputed invoice amount to
Customer within 15 days after Customer provides written
notification of the dispute to MiliRisk. Customer and an
auditor selected by Customer shall have access to all such
records upon mutually agreed upon prior notice for the
purposes of audit and verification during normal business
hours during the full term of this Agreement and during the
respective periods in which MiliRisk is required to maintain
such records. MiliRisk shall provide access to its books,
records and bank accounts to the insurance department of the
State of Florida in a form usable by the department.
ARTICLE 6. PRICE AND PAYMENT
6.1 Customer agrees to pay Service Rates as specific in Exhibit
II hereto.
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6.2 Except for Service Rates which are based upon a percentage of
direct written premium (the minimum of which shall be
adjusted in accordance with Exhibit II), the Service Rates in
Exhibit II hereto may be changed effective as of each
anniversary of the Effective Date during the existence of
this Agreement by the percentage increase in the United
States Consumer Price Index for all Urban Users (CPI-U)
published by the United States Bureau of Labor Statistics,
for the immediately preceding calendar year. In the event a
vendor supplying any service or product to MiliRisk required
for MiliRisk to provide the Services to Customer increases
its rates charged to MiliRisk, MiliRisk may increase the
contracted rates set forth herein to include such increased
costs.
6.3 The Service Rates may increase if changes in the Services
mutually agreed to in writing substantially alter the
servicing personnel, equipment, or result in the servicing
being done on a different system.
6.4 When Customer requests MiliRisk personnel to travel to any
location for the purpose of performing work under this
Agreement, the Customer will, in addition to the charges
specified for Services, pay MiliRisk for all reasonable
travel, living and out-of-pocket expenses.
6.5 Customer agrees to pay all tariffs and taxes that are now or
may become applicable to the Services rendered hereunder, any
equipment used by MiliRisk solely for Customer communication
line, its use, lease, operation, control, transportation or
value pursuant to this Agreement, or as measured by payments
made by Customer to MiliRisk under this Agreement, or as
required to be collected by MiliRisk or paid by MiliRisk to
tax authorities based on this Agreement. This provision
includes but is not limited to sales, use, and personal
property taxes, or any other form of tax based on Services
performed, equipment used, and the communicating or storage
of data, but does not include taxes based upon the net income
of MiliRisk.
6.6 Service fees for Services will be due and payable 15 days
after the close of a calendar month beginning 15 days after
the end of the month this Agreement is executed.
6.7 Customer agrees that MiliRisk will have the right to
renegotiate the Service Fees in the event of statutory,
regulatory, or judicial changes that require additional
activities not contemplated at the inception of this
Agreement.
ARTICLE 7. LICENSE TRADE SECRET AND PROPRIETARY RIGHTS
7.1 Although MiliRisk from time to time may use its own
proprietary computer software products in the performance of
the Services enumerated in Exhibit I of
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this Agreement, this Agreement does not grant a license to
Customer for the use of any software products.
7.2 This Agreement grants to Customer no right to possess or
reproduce, or any other interest in, the computer software
programs performing all or any part of the Services or their
specifications in any tangible or intangible medium. Customer
may not mortgage, hypothecate, sell, assign, pledge, lease,
transfer, license or sublicense the computer software
programs performing all or any part of the Services, nor
allow any person, firm, or corporation to transmit, copy or
reproduce the computer software programs performing all or
any part of the Services or their specifications in whole or
in part. In the event Customer shall come into possession of
the computer software programs performing all or any part of
the Services, Customer shall immediately notify MiliRisk and
return the computer software programs performing the Services
and all copies of any kind thereof to MiliRisk upon
MiliRisk's request.
7.3 Customer promises and agrees not to disclose or otherwise
make computer software programs performing all or any part of
the Services available to any person other than employees of
Customer required to have such knowledge for normal use of
them. Customer agrees to obligate each such employee to a
level of care sufficient to protect the computer software
programs performing all or any part of the Services from
unauthorized disclosure. THE OBLIGATION OF CUSTOMER UNDER
THIS ARTICLE SHALL CONTINUE AFTER THIS AGREEMENT IS
TERMINATED.
7.4 MiliRisk warrants and represents that it owns, or is licensed
with respect to, all software it will employ in the
performance of this Agreement. In the event this Agreement is
terminated, MiliRisk will grant a license upon terms and
conditions to be set forth in a Licensing Agreement to
Customer and/or Clarendon to use the software which MiliRisk
employs in the performance of this Agreement to the extent
MiliRisk is not otherwise prohibited from doing so by
contract or by operation of law. MiliRisk shall use its best
efforts to deliver the software, as well as all necessary
manuals, to the Customer immediately upon delivery of data to
the Customer.
ARTICLE 8. TERMINATION
8.1 Either party may terminate this Agreement at the expiration
of the Minimum Term set forth in section 2.1, provided the
other party receives at least six (6) months prior written
notice of termination. Termination without cause during any
renewal term would also require six months notice.
8.2 Either party may terminate this Agreement upon breach by the
other party of any one or more of the terms and conditions of
this Agreement or the related Exhibits,
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provided that the party in breach is notified in writing by
the other party of the breach and the breach is not cured or
a satisfactory resolution agreed upon in writing within
thirty (30) days of such written notification, or if such
breach is non-monetary and is of such a nature that it cannot
reasonably be cured within such notice period, if the
breaching party has not within such time commenced to cure
same and does not diligently continue to and actually cure
same within a reasonable period thereafter. The terms and
conditions of MiliRisk referred to in this Section 8.2 shall
include, but shall not be limited to:
(a) the obligation to deposit, report and remit premiums;
(b) the obligation to remit return premiums to insureds
when due;
(c) the obligation to process all policies,
endorsements, and notices of cancellation or
non-renewal, pursuant to Customers underwriting
guidelines or other instructions;
(d) the obligation to observe and comply with applicable
laws, regulations, rules and rates affecting the
transaction of business hereunder; and
(e) the obligation to provide any other Services under
this Agreement.
8.3 In the event either party makes a general assignment for the
benefit of creditors or files a voluntary petition in
bankruptcy or petitions for reorganization or arrangement
under the bankruptcy laws, or if a petition in bankruptcy is
filed against either party and remains undismissed for a
period of thirty (30) days, or if a receiver or trustee is
appointed for all or any part of the property and assets of
either party, the other party may terminate the Agreement
immediately
8.4 Rights Upon Termination. Upon expiration or termination of
this Agreement:
(a) The obligations of the Customer and MiliRisk to the
date of termination shall be discharged promptly;
(b) MiliRisk shall promptly return to the Customer any
policies, forms or other supplies imprinted with the
Customer's or Clarendon's name, regardless of who
incurred the cost for same.
(c) If MiliRisk is unable, or refuses, to run off the
in-force policies, or if the Customer elects to run
off such policies itself or through its designee,
MiliRisk shall promptly provide the Customer,
without charge, with a tape back-up of all data
files (the "Data").
(d) In any proceeding brought by the Customer to recover
premiums or return premiums or other funds due
hereunder to the Customer or insureds under
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the policies (hereinafter called "trust funds"),
MiliRisk shall be obligated to account on its own
records for such trust funds and to pay all sums for
which it cannot account. In any such proceeding it
shall be conclusively presumed that MiliRisk is
liable for trust funds which have not been timely
paid, and MiliRisk waives (i) any right it may have
to assert any counterclaim, crossclaim, or set-off
of any kind in the proceeding, and (ii) any claim or
defense based on or relating to its use of the
Customer' s reporting procedures as provided for in
this Agreement, or any modification thereof.
MiliRisk shall retain the right to bring any
separate proceeding it deems appropriate to recover
on any claims it may have, as a creditor or
otherwise, but the pendency of any such proceeding
shall not delay, hinder or defeat the Customer's
right to promptly recover any trust funds then due
or to levy upon any judgment therefore.
ARTICLE 9. LIMITATION OF LIABILITY AND REMEDIES
9.1 If data is processed in error due to an error or defects in
the Services provided by MiliRisk, then upon MiliRisk
receiving notice of such error or defect, MiliRisk shall
reprocess such data without charge to Customer.
9.2 MiliRisk shall indemnify, protect, defend and hold Customer,
its officers, directors, shareholders and employees harmless
from and against any and all losses, damages, liabilities,
fines, settlements, penalties and judgments (including
reasonable costs and attorney's fees) (herein "Damages")
arising out of or resulting from the negligent, willful or
intentional acts of MiliRisk performed in connection with
this Agreement or arising from a breach of this Agreement by
MiliRisk. Customer shall indemnify, protect, defend and hold
MiliRisk its officers, directors, shareholders and employees
harmless from and against any and all Damages arising out of
or resulting from the negligent, willful or intentional acts
of Customer performed in connection with this Agreement or
arising from a breach of this Agreement by Customer. This
indemnity shall survive the earlier expiration or termination
of this Agreement.
9.3 MiliRisk's liability to Customer for Damages arising from
errors and defects in performing the Services (whether the
damage is based in tort or contract, law or equity) is
limited to an amount not to exceed the usual and customary
charges paid to MiliRisk under this Agreement in any one
month of this Agreement plus costs and attorney's fees as
provided in Section 10.11. Any breach of this Agreement which
does not result in or constitute a termination or repudiation
of this Agreement, Customer's liability to MiliRisk for
Damages is limited to an amount not to exceed the usual and
customary charges paid to MiliRisk under this Agreement in
any one month of this Agreement plus costs and attorney's
fees as provided in Section l0.11.
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9.4 Customer's remedies and MiliRisk's liability for breaches of
this Agreement and errors or defects in the delivery of
Services are limited to the remedies and liabilities set
forth in section 8.2, 9.1, 9.2 and 9.3 of this Agreement.
MiliRisk's remedies and Customer's liability for breaches of
this Agreement are limited to the remedies and liabilities
set forth in section 8.2, 9.2 and 9.3 of this Agreement.
ARTICLE 10. GENERAL
10.1 The parties shall not be liable or deemed to be in default
for any delay or failure in performance under this Agreement
or interruption of Service resulting, directly or indirectly,
from acts of God, civil or military authority, labor
disputes, shortages of suitable parts, materials, labor or
transportation or any similar cause beyond the reasonable
control of the parties.
10.2 Customer and MiliRisk agree that, while this Agreement is in
effect, neither will directly or indirectly induce any
employee of the other to terminate his or her employment; nor
will either, without prior written consent of the other,
offer employment to any employee of the other or to former
employees during the six (6) month period immediately
following such employee's termination.
10.3 All notices which are required to be given or submitted
pursuant to this Agreement shall be in writing and shall be
either delivered in person or sent by certified mail, return
receipt requested, to the address set forth herein or to such
other address as the parties may from time to time designate
in writing for such purposes. Notices shall be deemed to have
been given at the time when personally delivered or, if
mailed in a certified post paid envelope, upon the fifth day
after the date such notice shall be postmarked. All notices
to MiliRisk shall be addressed to the attention of the Chief
Financial Officer.
10.4 The parties covenant and promise not to disclose the terms
and conditions of this Agreement to any third party unless
expressly agreed to by the parties. Notwithstanding the
foregoing, the parties agree that disclosure may be made to
any auditors, regulators, carriers, or reinsurers on a need
to know basis only without prior consent.
10.5 This Agreement and any Exhibits made a part hereto: (a)
constitute the entire Agreement between the parties and
supersede and merge any and all prior discussions,
representations, negotiations, correspondence, writings and
other agreements and together state the entire understanding
and Agreement between MiliRisk and Customer with respect to
the Services described; (b) may be amended or modified only
in a written instrument agreed to and signed by MiliRisk and
Customer; and, (c) shall be deemed to have been entered into
and executed in the State of Texas and shall be construed,
performed and enforced in all respects in
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accordance with the laws of that state. For purposes of
venue, this Agreement is performable in Tarrant County,
Texas.
10.6 Neither party hereto shall be deemed to have waived any
rights or remedies accruing to it hereunder unless such
waiver is in writing and signed by such party. No delay or
omission by either party hereto in exercising any right shall
operate as a waiver of said right on any future occasion. All
rights and remedies hereunder shall be cumulative and may be
exercised singularly or concurrently.
10.7 The descriptive headings of this Agreement are intended for
reference only and shall not affect the construction or
interpretation of this Agreement.
10.8 Wherever the singular of any term is used herein it shall be
deemed to include the plural wherever the plural thereof may
be applicable.
10.9 The parties shall not assign this Agreement or any of its
rights hereunder without the prior written consent of the
other party which consent shall not be unreasonably withhold
unless the proposed assignment is to a competitor of the
other party.
10.10 If any provision of this Agreement or any Exhibit hereto or
the application thereof to any party or circumstances shall,
to any extent, now or hereafter be or become invalid or
unenforceable, the remainder of this Agreement shall not be
affected thereby and every other provision of this Agreement
shall be valid and enforceable, to the fullest extent
permitted by law.
10.11 In the event of any action between Customer and MiliRisk
seeking enforcement of any of the terms and conditions of
this Agreement, the prevailing party in such action shall be
awarded its reasonable costs and expenses, including its
court costs and reasonable attorney's fees.
10.12 The parties hereto are independent contractors of one
another, and they should not in any instance be construed as
partners or joint venturers.
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MILIRISK AND CUSTOMER CERTIFY BY THEIR UNDERSIGNED AUTHORIZED AGENTS THAT THEY
HAVE READ THIS AGREEMENT, INCLUDING ALL EXHIBITS HERETO, AND AGREE TO BE BOUND
BY THEIR TERMS AND CONDITIONS.
EXECUTED to be effective the 1st day of June, 1997.
Millers Integrated Claims Resources, Inc. Millers Casualty Insurance Company
By: By:
-------------------------------------- -------------------------------
Name: Name:
------------------------------------ -----------------------------
Title: Title:
----------------------------------- ----------------------------
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EXHIBIT I
TO THE
POLICY LIFE CYCLE SERVICES AGREEMENT
BY AND BETWEEN
MILIRISK
AND
MILLERS CASUALTY INSURANCE COMPANY
A. SERVICES
During the term of this Agreement MiliRisk shall provide the Policy Life Cycle
Services defined below for the Lines of Business (Section B of this Exhibit I)
for the States specified (Section C of this Exhibit I) written by or through
Customer. MiliRisk will, in accordance with guidance and direction provided by
the Customer provide all Policy Life Cycle Services and general management of
these Services described herein for the subject business as follows:
1. MiliRisk will provide the technical and administrative services to
support the acquisition of policies.
2. MiliRisk will provide the necessary functions to satisfy the Florida
Insurance Department instructions as to the processes required by the
Customer.
3. Expert system rules will be developed and provided to incorporate the
Customer's desired risk profiles.
4. Processing will issue the Customer's policies, process renewals,
cancellations, and reinstatements. MiliRisk will use such non-renewal
or cancellation notices as may be required by Policy wording or
regulatory authority.
5. Invoices will be processed for additional premiums and renewal bills.
6. Refunds will be processed for return premiums.
7. Non underwriting inquiries for agents, insureds, and other relevant
third parties (mortgagees) will be handled on behalf of the Customer.
8. Data Processing support for policy processing will be provided which
will include imaging of documents, data entry, editing, expert system
underwriting, electronic workflow, rating, coding, reporting,
accounting, and maintenance of policy records.
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9. The necessary services to insure personnel assigned to support the
Customer are provided with the necessary space, furniture, fixtures,
electrical power, computer connections, telephones, and other required
assets to support the services.
10. Mailing Services will mail all necessary policy documents and
promotional material/marketing items to relevant parties.
11. Customer billing will be supported through direct ▇▇▇▇. Direct
premiums will be submitted through lockbox technology.
12. Accounting services will be provided for premiums by receiving and
distributing premiums, maintaining trust accounts, accounts and paying
agent commissions, in accordance with the Customer's obligations
including but not limited to:
a. Premium Bank Account. Promptly upon receipt thereof, MiliRisk
shall deposit all premiums and other funds collected for
business written under this Agreement into a deposit-only
bank account to be established and controlled by the Customer
(the "Premium Bank Account"). Until such deposit is made,
MiliRisk shall hold all premium and return premium in a
segregated account and shall be deemed to have a fiduciary
responsibility to the Customer to turn over such funds to
Customer.
b. Operating Account. Customer shall establish and fund a
separate bank account which MiliRisk may draw upon to pay
return premium due policyholders (hereinafter called the
"Operating Account"), MiliRisk shall reconcile all
disbursements from the Operating Account each month by type
and amount of disbursement (e.g., return premium, commissions
due to or from Agents) and furnish a copy to the Customer.
c. Reports. All reports and reconciliations to be provided to
the Customer under this Agreement (whether in hard copy or
maintained on computers) shall be forwarded within seven (7)
business days after the end of each month. The electronic
files maintained by MiliRisk shall be transferred as
frequently as reasonably requested by the Customer. Upon the
Customer's request MiliRisk shall furnish updated copies of
its computer base maintained in support of business written
under this Agreement. The transfer of this data shall be in a
format acceptable to the Customer and readable on the their
respective computer systems. The reports shall include, but
not be limited to, information and statistical data (i)
required by Insurance Services Office ("ISO"), and (ii)
necessary for Customer to prepare any reports required by the
National Association of Insurance Commissioners ("NAIC"), or
(iii) other reports reasonably requested to monitor and
evaluate the subject business (the "Premium Reports").
13. Commission Handling - The MiliRisk Servicing Office will calculate and
pay commissions to the producer on Customer's behalf, or will invoice
and receive the return of commission
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from the producer on return premium transactions; the MiliRisk
servicing office will prepare a magnetic tape of commission data for
Customer to prepare Federal 1099 tax statements for commission paid to
producers.
14. Policyholder Service - The MiliRisk Servicing Office will handle non
underwriting questions from policyholders/insured and producers
concerning policy/endorsement issuance or billing.
15. Data Access/Reporting to Customer - The MiliRisk Servicing Office will
provide policy, premium and payment information as set forth in
Exhibit III and on-line access to the policy master file on Florida
homeowners and dwelling policies
16. MiliRisk shall establish and maintain written operational procedures
to handle all business related to the Policies.
17. Additional reports or modifications to agreed upon reports will be
charged to the Customer on a time and materials basis utilizing the
appropriate mix of service personnel required to perform the
modifications or produce new reports. Rates for such personnel are
listed in Exhibit II.
B. AUTHORIZED LINES OF BUSINESS:
Homeowners (HO3).
C. AUTHORIZED STATES:
Florida
D. LOCATION OF PROVISION OF SERVICES:
MiliRisk shall provide the Services defined above at the MiliRisk
service center in Fort Worth, Texas.
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EXHIBIT II
SERVICE RATES
CONSULTANTS $125.00 per hour
PROGRAMMERS $125.00 per hour
POLICY LIFE CYCLE SERVICES
5.6% of Direct Written Premium* subject to a $50.51 per policy
minimum,**. At the end of each month, beginning on the effective date
hereof, an adjustment will be made if the number of policies issued
multiplied by the per policy minimum exceed 5.6% of direct written
premium for the same period.
BILLING FEES
Installment fees shall be retained by MiliRisk
NSF fees shall be retained by MiliRisk
SPECIAL FEES
Processing system modifications will be charged to the Customer on a
time and materials basis utilizing the appropriate mix of service
personnel required to perform the modification. Additional reports or
modifications to agreed upon reports will also be charged to the
Customer on a time and materials basis utilizing the appropriate mix
of service personnel required to perform the modifications or produce
new reports. Hourly rates for such personnel are listed above.
TRAVEL
Customer will reimburse MiliRisk for all travel necessary for work
performed under this agreement.
IMPLEMENTATION PERIOD
$500,000 for design, construction, and implementation of software
systems to support the services described under this agreement.
* Direct written premium by Millers Casualty Insurance Company for the
authorized lines of business in the authorized states by or through
Customer which is not reduced for reinsurance ceded.
** Effective July 1, 1998 and annually on July 1st thereafter, the per
policy minimum shall be adjusted by the percentage change in the US
CPI for all urban users (CPI-U) published by the US Bureau of Labor
Statistics for immediately preceding calendar year.