BUILDING MANAGEMENT CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is effective as of April 1, 1998, by and between IFBF
Property Management, Inc. (Company), an Iowa corporation, (hereinafter referred
to as "Company"), and FBL Financial Group, Inc., an Iowa corporation,
(hereinafter referred to as "FBL").
WHEREAS, Company is the owner of real estate in West Des Moines, Iowa,
known as 5400 and 0000 Xxxxxxxxxx Xxxxxx, in which FBL and certain of its
subsidiaries and affiliates, among others, are tenants; and
WHEREAS, Company desires to establish an arrangement with a reputable
management firm which will provide real estate management consulting services in
an efficient manner; and
WHEREAS, FBL has the ability to provide real estate management
consulting services; and
WHEREAS, the parties both desire that Company operate on a financially
sound basis;
NOW, THEREFORE, in consideration of the mutual promises stated in this
Agreement and intending to be legally bound, the parties agree as follows:
1. PERSONNEL SERVICES PROVIDED BY FBL
1.1 FBL shall provide personnel competent to provide the
management consulting services to Company as provided in this
Agreement. FBL personnel shall at all times perform their duties in
accordance with the Bylaws of Company and subject to the overall policy
direction of Company's Board of Directors. FBL shall be responsible for
the proper performance of management consulting duties by the personnel
and shall be responsible for compensating all personnel assigned to
perform services for Company.
1.2 Personnel necessary for the operation and maintenance of
Company's real estate, up to the level of Building Manager, shall be
employees of the Company. Company shall recruit, hire, train, promote,
assign, set the compensation for and shall be solely responsible for
discharging all personnel. FBL will provide consultation, advice, and
assistance to Company, as needed, for all personnel matters.
2. MANAGEMENT CONSULTING SERVICES PERFORMED BY FBL
2.1 Services as Requested. FBL shall perform those
functions reasonably required to oversee management
of the real estate of the Company in accordance with
sound management techniques, including, but not
limited to, executive management and consulting, and
such other services on behalf of Company as requested
by Company.
2.2 Contractual Undertakings. FBL shall perform its
responsibilities on behalf of Company under this
Agreement in a manner consistent with all contracts
to
which Company is a party and which are in force as of
the date of this Agreement.
2.3 Recommendations. FBL shall review and make
recommendations to Company concerning proposed major
capital improvements to Company's property.
2.4 Confidentiality of Records. FBL shall use all
reasonable efforts to protect the confidentiality of
the records of Company and shall comply with all
applicable federal, state and local laws and
regulations relating to the records of Company.
3. COMPANY'S RIGHTS AND OBLIGATIONS.
3.1 Control. Company, acting through its Board of Directors,
shall at all times exercise ultimate control over the assets and
operation of Company. FBL shall perform the services and functions
described in this Agreement in accordance with policies, directives,
resolutions and Bylaws adopted by Company. Company retains the final
authority and responsibility regarding the powers, duties and
responsibilities vested in Company by law and regulation. In
particular, without limiting the foregoing, Company shall continue to
exercise final approval authority over the following:
(a) selection of all members of Company's Board of
Directors and Officers;
(b) selection of auditors of Company's accounts;
(c) to the extent required under procedures and
parameters established by Company's Board of
Directors, the terms of all Company contracts.
It is understood and agreed that approval of the actions and
recommendations of FBL hereunder shall not be unreasonably withheld by
the Board.
3.2 Obligations Relating to FBL Personnel. Company shall
cooperate with the management consulting personnel provided by FBL
pursuant to Article 1 of this Agreement by providing them with the
resources and facilities necessary for performance of their duties.
3.3 Excluded Costs. Notwithstanding anything in this Agreement
to the contrary, FBL shall have no financial responsibility for any
cost or expense relating to the operation of Company.
3.4 Maintenance of Sound Operations.
3.4.1 Company shall conduct its affairs in accordance
with state and federal law. Company shall honor all legitimate
debts and obligations to its creditors.
3.4.2 Company shall cooperate with and assist FBL, to
the extent of any available resources, in meeting goals and
objectives under this Agreement.
4. COMPENSATION
Company shall reimburse FBL for 100% of all expenses incurred
by FBL in providing services for Company pursuant to this Agreement. In
addition, Company shall pay FBL a fee equal to one-half of one percent
of all such expenses. With respect to contributions to non-qualified
deferred compensation plans on behalf of FBL employees, only those
amounts actually paid to participants of those non-qualified deferred
compensation plans will be considered expenses. Fees and reimbursements
required by this Agreement shall be paid by Company on the 15th day and
the last day of each month.
5. DEVELOPMENT OF OTHER LINES OF BUSINESS.
FBL may form or acquire other business entities for the
conduct of business which is complementary to and consistent with the
business purpose or policies of Company.
6. MISCELLANEOUS.
6.1 Effective Date. Subject to any necessary regulatory
approval, the effective date of this Agreement shall be April 1, 1998.
6.2 Term. The term of this Agreement shall be for a period of
ten (10) years, which may be extended for additional ten (10) year
terms by written agreement of the parties.
6.3 Termination.
6.3.1 This Agreement may be terminated by either
party upon one hundred eighty (180) days' prior written notice
to the other party.
6.3.2 Either party may terminate this Agreement at
any time upon delivery of written notice (i) if the other
party applies for or consents to the appointment of a
receiver, trustee or liquidator of all or a substantial part
of its assets, files a voluntary petition in bankruptcy,
admits in writing its inability to pay its debts as they
become due, makes a general assignment for the benefit of
creditors, files a petition or an answer seeking
reorganization or arrangement with creditors or taking
advantage of any insolvency law; or (ii) if an order, judgment
or decree is entered by a court of competent jurisdiction
adjudicating the other party bankrupt or insolvent, approving
a petition seeking reorganization, or appointing a receiver,
trustee or liquidator of all or a substantial part of its
assets.
6.3.3 In the event of termination by either party for
any reasons, FBL shall proceed to transfer all of its
responsibilities under this Agreement to Company, or any
management company designated by Company, in an orderly
fashion subject to full and complete accounting.
6.3.4 Upon termination of this Agreement at the
expiration of the stated term, or upon earlier termination as
provided above, Company shall pay FBL a
termination fee. The termination fee will be equal to the
amount necessary to fund all employee related expenses accrued
as of the date of termination, assuming for the purpose of
this calculation that the employment of each employee of FBL
ends on the date the Agreement terminates.
6.4 Assignment and Delegation.
6.4.1 This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and assigns. Either party may assign its rights and
responsibilities under this Agreement to any entity which
controls or is controlled by such party. For the purpose of
this paragraph, "control" means the ability to direct or cause
the direction of another.
6.4.2 Except as provided in subsection 6.4.1 above,
neither party shall in any manner inconsistent with this
Agreement assign, subcontract or otherwise delegate its duties
under this Agreement unless the other party approves by prior
written consent.
6.5 Interpretation. The validity, enforceability and
interpretation of any of the clauses of this Agreement shall be
determined and governed by the laws of Iowa. The invalidity or
unenforceability of any term or provision of this Agreement shall not,
unless otherwise specified herein, affect the validity or
enforceability of any other term or provisions.
6.6 Independent Contractors. Nothing in this Agreement shall
affect the separate identities of Company and FBL The parties to this
Agreement do not intend to create a partnership or agency relationship
other than as provided in this Agreement. Except as specifically agreed
herein, neither party to this Agreement intends to be the partner or
agent of the other. Neither party intends to limit the other party in
any manner in the conduct of its businesses, ventures or activities not
specifically provided for in this Agreement.
6.7 Complete Agreement. This Agreement, including its
attachments, includes all the terms and conditions agreed upon by the
parties, and supersedes all other agreements, oral or written between
the parties.
6.8 Amendments. This Agreement may be amended at any time by
mutual agreement of the parties, provided that any amendment shall be
in writing and signed by both parties before it becomes effective.
6.9 Notices. Any notice required to be given by this Agreement
shall be in writing and shall be sent by certified mail, return receipt
requested, postage prepaid, to FBL at:
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxx Xxxxxx, Xxxx 00000
Attn: Chief Financial Officer
or to Company at:
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxx Xxxxxx, Xxxx 00000
Attn: Director of Finance
6.10 Headings. The headings in this Agreement are for
convenience of reference only and are not intended to define, limit or
describe the scope or intent of any provision of this Agreement.
6.11 Waiver. The waiver by either party of any of the terms or
provisions of this Agreement shall not constitute a waiver of any of
its other terms or provisions. No waiver of any provision of this
Agreement shall constitute a continuing waiver, unless otherwise
expressly mutually agreed between the parties as provided in Section
6.8.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the 13th day of May, 1998.
COMPANY:
IFBF PROPERTY MANAGEMENT, INC.
By:___________________________
Xxxxx Xxxxxxxxxxx
Director of Finance
FBL FINANCIAL GROUP, INC.
By:___________________________
Xxxxx X. Xxxxx
Chief Financial Officer
