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EXHIBIT 10.83
SERVICE AGREEMENT
SERVICE AGREEMENT ("Agreement") made effective as of the 1st day of
December, 1998, by and between Insurance Management Solutions, a Florida
corporation (herein, "IMS") and Bankers Life Insurance Company, a Florida
insurance corporation (herein, "BLIC").
WHEREAS, BLIC is an affiliate of IMS and desires IMS to perform
certain administrative and special services (collectively "services") for BLIC
in its operations and desires further to make use in its day to day operations
of certain property, equipment, and facilities (herein collectively called,
"Facilities") of IMS in Florida and as BLIC may request; and
WHEREAS, IMS and BLIC contemplate that such an arrangement will
achieve certain operating economies, and improve services to the mutual benefit
of both IMS and BLIC; and
WHEREAS, IMS and BLIC wish to assure that all charges for services and
the use of Facilities incurred hereunder are reasonable and are arrived at in a
fair and equitable manner, and that estimated charges, whenever used, are
adjusted periodically;
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, and intending to be legally bound hereby, IMS and
BLIC agree as follows:
1. PERFORMANCE OF SERVICES AND USE OF FACILITIES. IMS agrees to make
available its Facilities to BLIC and perform the services hereinafter required
for the conduct of its operations, including but not limited to: data
processing equipment; business property, whether owned or leased; and
communications equipment. IMS agrees at all times to use its best efforts to
maintain sufficient personnel and Facilities of the kind necessary to perform
this Agreement.
A.) Capacity of Personnel: Status of Facilities. Whenever IMS
utilizes its personnel to perform services for BLIC pursuant to the this
Agreement, such personnel shall at all times remain employees of IMS or its
affiliates and IMS shall alone retain full liability to such employees for
their welfare, salaries, fringe benefits, legally required employer
contributions and tax obligations. No Facility of IMS used in performing
services for or subject to use by BLIC shall be deemed to be transferred,
assigned, conveyed or leased by performance or use pursuant to this Agreement.
B.) Exercise of Judgment in Rendering Services. In providing
any services hereunder which require the exercise of judgment by IMS, IMS shall
perform any such service in accordance with any standards and guidelines BLIC
develops and communicates to IMS. In performing any services hereunder, IMS
shall at all times act in a manner reasonably calculated to be in, or not
opposed to, the best interests of BLIC, and in any event in accordance with the
written standards and guidelines which may be developed by BLIC in the future.
C.) Control. The performance of services by IMS for BLIC pursuant
to this Agreement shall in no way impair the absolute control of the business
and operations of IMS or BLIC by their respective Boards of Directors. IMS
shall act hereunder so as to assure the separate operating identity of BLIC.
D.) Claims. Subject to procedures established by BLIC and
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communicated to IMS and general agents, IMS shall provide claims services as
may be required, including review of claims services rendered by agents and/or
general agents of BLIC. BLIC shall at all times have the ultimate and final
authority in determining whether to pay or reject payment on claims. Claims
services contemplated under this agreement include:
1.) Consulting and support work from IMS claims litigation
management unit.
2.) Consulting and support work from the Special
Investigation Unit.
3.) Telephone support, record storage, retention and
retrieval from the Claims Service Center.
4.) Consulting from the Medical Resource Unit relative to
medical records.
E.) Functional Support Services. Subject to the ultimate control
and direction of the BLIC Board of Directors, IMS shall provide
telecommunications services and electronic data processing services, Facilities
and integration, including software programming and documentation and hardware
utilization. IMS shall make available:
1.) The use of its two AS400's to run a production and test
version of the vendor software utilized by BLIC to process its business.
2.) Use and technical support of the LAN network, support
from its Service Center and the Help Desk.
3.) Programming support on an as needed basis.
F.) Mail Services. IMS shall provide needed mail services,
including, but not limited to, sorting and delivery.
G.) Location. Except as is herein specifically set forth to the
contrary, it is understood IMS shall be providing all of the services for which
provision is herein set forth from its principal place of business located in
St. Petersburg, FL.; provided that such facility may be relocated from time to
time to such reasonable location as IMS may determine upon advance notice to
BLIC.
2. CHARGES.
(a) Within 30 days of receipt of itemized xxxxxxxx, BLIC agrees
to pay for services and Facilities provided by IMS to BLIC pursuant to this
Agreement and to reimburse IMS for expenses, all as set forth in Exhibit A
which is attached hereto and by reference made a part hereof.
(b) IMS's determination of charges hereunder shall be presented
to BLIC, and if BLIC objects to any such determination, it shall so advise IMS
within thirty (30) days of receipt of notice of said determination. Unless the
parties can reconcile any such objection, they shall agree to the selection of
a firm of independent certified public accountants which shall determine the
charges properly allocable to BLIC and shall, within a reasonable time, submit
such determination, together with the basis therefore, in writing to IMS and
BLIC whereupon such determination shall be binding. The expenses of such a
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determination by a firm of independent certified public accountants shall be
borne equally by IMS and BLIC.
3. CONTINGENCY PLAN. IMS will maintain a contingency plan in case of
disaster affecting its hardware or software and will test that plan
periodically and make the results of those tests available to its clients upon
request. BLIC will be covered under this contingency plan in the event of a
disaster.
4. RECORDS AND DOCUMENTS RELATING TO CHARGES. IMS shall be responsible
for maintaining full and accurate accounting records of all services rendered
and Facilities used pursuant to this Agreement and such additional information
as BLIC may reasonably request for purposes of its internal bookkeeping and
accounting operations. IMS shall make such accounting records insofar as they
pertain to the computation of charges hereunder available at its principal
offices for audit, inspection and copying by BLIC or any governmental agency
having jurisdiction over BLIC during all reasonable business hours.
5. OTHER RECORDS AND DOCUMENTS.
(a) All books, records, and files established and maintained by
IMS by reason of its performance under this Agreement which, absent this
Agreement, would have been held by BLIC, shall be the property of BLIC and
shall be subject to examination by BLIC and persons authorized by it at all
times. BLIC may at any time require IMS to surrender possession of such books,
records and files, whereupon IMS shall deliver them to BLIC.
(b) Without limiting the generality of the foregoing and
notwithstanding anything in this Agreement appearing to the contrary, it is
mutually understood and agreed that BLIC shall maintain the originals of its
books of account at its home office in Florida. For the purposes of this
Agreement, the term "books of account" means: the Charter and By-laws; the
record containing the names and addresses of shareholders, the number and class
of shares held by each and the dates when they respectively became the owners
of record thereof; the minutes of any meetings of shareholders and of the board
of directors and any committees thereof; the general ledger; the investment
ledger; journals; the cash book; subsidiary ledgers; annual and quarterly
statements; reports on examination; and all minutes supporting annual,
quarterly and other statements and reports filed with or submitted to
supervisory and regulatory authorities.
6. TERMINATION AND MODIFICATION. This Agreement or any part thereof
shall commence and be effective as of December 1, 1998 and shall remain in
effect until June 1, 2001; provided that this agreement shall continue
thereafter until termination in whole or in part by mutual consent or by either
IMS or BLIC upon giving ninety (90) days or more advance written notice. Upon
termination, IMS shall promptly deliver to BLIC all books and records that are,
or are deemed by this Agreement to be, the property of BLIC. This Agreement may
be amended only by mutual consent in writing signed by the parties.
7. SETTLEMENT ON TERMINATION. No later than ninety (90) days after the
effective date of termination of this Agreement, IMS shall deliver to BLIC a
detailed written statement for all charges incurred and not included in any
previous statement to the effective date of termination. The amount owed by
either party hereunder shall be due and payable within thirty (30) days of
receipt of such statement.
8. ASSIGNMENT. This Agreement and any rights pursuant hereto shall not
be assignable by either party hereto, except by operation of law. Nothing in
this Agreement,
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expressed or implied, is intended to confer on any person other than the
parties hereto, or their respective legal successors, any rights, remedies,
obligations or liabilities, or to relieve any person other that the parties
hereto, or their respective legal successors, from any obligations or
liabilities that would otherwise be applicable.
9. GOVERNING LAW. This Agreement is made pursuant to and shall be
governed by, interpreted under, and the right of the parties determined in
accordance with, the laws of the State of Florida.
10. NOTICE. All notices, statements or requests provided for hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand to an officer of the other party, or when deposited with the U.S.
Postal Service, as certified or registered mail, postage prepaid, addressed
(a) If to IMS to:
000 Xxxxxxx Xxxxxx
X.X. Xxx 00000
Xx. Xxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx, President
(000) 000-0000 x 0000 FAX (000) 000-0000
(b) If to BLIC to:
000 Xxxxxxx Xxxxxx
X.X. Xxx 00000
Xx. Xxxxxxxxxx, XX 00000
Attn: G. Xxxxxxx Xxxxxx
(000) 000-0000 FAX (000) 000-0000
or to such other person or place as each party may from time to time designate
by written notice sent as aforesaid.
11. HEADINGS. The headings of the various paragraphs of this Agreement
are for convenience only, and shall be accorded no weight in the construction
of this Agreement.
12. ENTIRE AGREEMENT. This Agreement, together with such Amendment as
may from time to time be executed in writing by the parties, constitutes the
entire Agreement between the parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate by their respective officers duly authorized so to do,
and their respective corporate seals to be attached hereto as of the date and
year first above written.
WITNESSES: BANKERS LIFE INSURANCE
COMPANY
/s/ Xxxxx Xxxxx BY: /s/ J. Xxxxxxx Xxxxxx
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/s/ Xxxx Wutiske AS ITS: Corporate Secretary
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INSURANCE MANAGEMENT
SOLUTIONS, INC.
/s/ Xxxx Wutiske BY: /s/ Xxxxx X. Xxxx
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/s/ Xxxxx Xxxxx AS ITS: Chief Financial Officer
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Exhibit A Fee Schedule
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ADDENDUM TO SERVICE AGREEMENTS
Service Agreements ("Agreements") by and between Insurance Management
Solutions, Inc. ("IMS"), Bankers Insurance Company ("BIC"), First Community
Insurance Company ("FCIC"), Bankers Security Insurance Company ("BSIC"), and
Bankers Life Insurance Company ("BLIC") have been entered into during the
calendar year 1998,
WHEREAS, the parties desire to amend those Agreements effective
January 1, 1999.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained and intending to be legally bound hereby, IMS, BIC,
FCIC, BSIC and BLIC agree as follows:
1. As regards the Service Agreement between IMS and BLIC, the first
sentence of paragraph number 6 of the Agreement entitled
"Termination and Modification" shall be revised to reflect that
the Agreement can be terminated by BLIC on ninety (90) days prior
written notice to IMS.
2. As regards those portions of the Agreements between IMS and BIC,
FCIC and BSIC that relate to services described as "All Other
Lines of Business" in the attached Exhibit "A", those services and
fees can be terminated by BIC, FCIC or BSIC, as the case may be,
on ninety (90) days prior written notice to IMS.
3. Revised service fees attached as Exhibit "A" are adopted by the
parties.
4. Except for the terms of this Addendum, all other terms of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate by their respective officers duly authorized so to do,
and their respective corporate seals to be attached hereto as of the date and
year first above written.
WITNESSES: INSURANCE MANAGEMENT
SOLUTIONS, INC.
/s/ C. Xxxxxxx Xxxxxx BY: Xxxxxxx X. Xxxxx
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AS ITS: COO
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DATE:
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WITNESSES: BANKERS INSURANCE COMPANY
/s/ Xxxx X. Xxxxxxxx BY: /s/ J. Xxxxxxx Xxxxxx
--------------------------------- ----------------------------------
/s/ Xxxxx Xxxxx AS ITS: Corporate Secretary
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DATE:
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WITNESSES: FIRST COMMUNITY INSURANCE COMPANY
/s/ Xxxx X. Xxxxxxxx BY: /s/ J. Xxxxxxx Xxxxxx
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/s/ Xxxxx Xxxxx AS ITS: Corporate Secretary
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DATE:
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WITNESSES: BANKERS SECURITY INSURANCE COMPANY
/s/ Xxxx X. Xxxxxxxx BY: /s/ J. Xxxxxxx Xxxxxx
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/s/ Xxxxx Xxxxx AS ITS: Corporate Secretary
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DATE:
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WITNESSES: BANKERS LIFE INSURANCE COMPANY
/s/ Xxxx X. Xxxxxxxx BY: /s/ J. Xxxxxxx Xxxxxx
--------------------------------- ----------------------------------
/s/ Xxxxx Xxxxx AS ITS: Corporate Secretary
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DATE:
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EXHIBIT A
INSURANCE MANAGEMENT SOLUTIONS, INC.
SERVICE FEES FOR:
BANKERS INSURANCE CO., FIRST COMMUNITY INSURANCE CO., BANKERS SERCURITY
INSURANCE CO.
Performance Period: January 1, 1999 - June 30, 2001
Full Service (Homeowners/Dwelling Fire, Flood, Private Passenger Automobile):
HOMEOWNERS/DWELLING FIRE: To 125kPIF Next25k Next25k Next25k Over200k
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On Direct Written Premium 10.00% 9.00% 7.00% 5.00% 4.00%
On Direct Earned Premium 8.00% 7.00% 7.00% 7.00% 6.00%
FLOOD: To 400kPIF Over400k
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On Direct Written Premium 8.00% 6.00%
On Direct Earned Premium 1.00% 1.00%
PRIVATE PASSENGER AUTOMOBILE: To 40PIF Next 20k Next 20k Next20k Over100k
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On Direct Written Premium 12.00% 8.00% 7.50% 7.00% 6.50%
On Direct Earned Premium 10.00% 8.00% 8.00% 8.00% 8.00%
OTHER CLAIMS SERVICE FEES:
Homeowners/Dwelling Fire: IMSG will be reimbursed for costs associated
with independent adjusters and appraisers when indemnity losses form
a single event exceed $2,000,000 subject to a cap of 5.00% of direct
incurred losses from that storm.
Flood: 1.65% of Direct Incurred Losses (3)
DATA PROCESSING/MAIL ROOM, POLICY ASSEMBLY, RECORDS MANAGEMENT, CASH
OFFICE/CLAIMS:
Bail: .30% of Direct Earned Premiums (2)
All Other Lines of Business
Processed by BIC, BSIC & FCIC To$35Mil $35-$40 $40-$45 $45-$55 $55-$65 $65-$75
On Direct Written Premium 7.50% 6.50% 6.00% 5.00% 4.50% 4.00%
On Direct Earned Premium 10.50% 10.50% 10.00% 10.00% 9.50% 9.00%
Special Contracts entered into by BIC, FCIC or BSIC will be negotiated on an
individual basis. The existing General Agents' Program calls for Claims Only
Service.
Fee: 8.00% of Direct Earned Premiums(2)
(1) Direct Written Premiums includes gross written premiums net of
cancellations.
(2) Direct Earned Premiums are determined by earning direct written premiums
ratably over the life of the policies written.
(3) Direct Incurred Losses are defined as calendar period paid losses plus
ending loss reserves minus beginning loss reserves.
(4) PIF = Policies in Force as of each month end accounting period. Mil =
Millions of Direct Written Premium.
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EXHIBIT A
INSURANCE MANAGEMENT SOLUTIONS, INC.
SERVICE FEES
BANKERS INSURANCE GROUP, INC. AND ITS SUBSIDIARIES
(EXCLUDING ITS P & C INSURANCE COMPANIES)
Performance: January 1, 1999 - December 31, 2001
Data Processing: 1999 $1,025,000
2000 $1,057,000
2001 $1,087,000
Mailroom, Policy Assembly, Cash
Office and Records Management
Service Fees: 1999 $100,000
2000 $103,000
2001 $106,000
By reference to an agreement between Insurance Management Solutions Group, Inc.
and Bankers Life Insurance Company ("BLIC"), BLIC will be allocated a portion
of the above referenced fees. BLIC also will incur a fee for certain claims
services performed on its behalf which are expressed in the BLIC fee addendum.
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EXHIBIT A
INSURANCE MANAGEMENT SOLUTIONS, INC.
SERVICE FEES FOR:
BANKERS LIFE INSURANCE COMPANY
Performance Period: January 1, 1999 - December 31, 2001
Claims Service Fees: 1999 $125,000
2000 $129,000
2001 $133,000
Payment due in quarterly installments.
Data Processing: Reference must be made to the Data Processing
Fee arrangement with Bankers Insurance Group,
of which BLIC is a component.
Mailroom, Policy Assembly, Cash
Office and Records Management
Service Fees: Reference must be made to the arrangement with
Bankers Insurance Group, of which BLIC is a
component.
