Exhibit 10.1
FIRST AMENDMENT TO
INSURANCE ADMINISTRATION SERVICES AGREEMENT
This FIRST AMENDMENT ("Amendment"), effective as of July 1, 2002, is
made to that certain INSURANCE ADMINISTRATION SERVICES AGREEMENT (the
"Agreement") dated October 1, 2001 by and between INSURANCE MANAGEMENT
SOLUTIONS, INC. ("IMS"), a corporation organized and existing under the laws of
the State of Florida with its principal place of business located at 801 94th
Avenue North, St. Petersburg, Florida, and each of BANKERS INSURANCE COMPANY
("BIC'), BANKERS SECURITY INSURANCE COMPANY ("BSIC") and FIRST COMMUNITY
INSURANCE COMPANY ("FCIC"), herein collectively referred to as "Customer", all
having their principal place of business at 360 Central Avenue, St. Petersburg,
Florida 33701.
WHEREAS, IMS is engaged by Customer to provide certain policy
administration services and claims administration services, respectively, as
provided in the Agreement; and
WHEREAS, Customer and IMS mutually desire to eliminate certain services
being provided by IMS to Customer relating to the "At Risk Lines" of business,
and to also change the pricing structure for certain services that IMS will
continue to provided pursuant to the Agreement, as the same are more
specifically set forth herein.
NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements
hereinafter set forth, and for the considerations set forth in the Agreement,
the parties hereto hereby covenant and agree as follows:
1. Insurance Administration Services. "EXHIBIT I" of the Agreement
describing the "INSURANCE ADMINISTRATION SERVICES (AT RISK LINES)" is
hereby deleted in its entirety and replaced with the "REVISED EXHIBIT
I" attached hereto and made a part hereof. EXHIBIT II of the Agreement
shall remain as is, without modification. Accordingly, all of the
"claims" services to be provided by IMS are hereby deleted except for
the "claims" services related to the WYO Flood as described on EXHIBIT
II.
2. Fees and Expenses. "SCHEDULE B" of the Agreement describing the
"PRICING SCHEDULE" is hereby deleted in its entirety and replaced with
the "REVISED SCHEDULE B" attached hereto and made a part hereof.
(a) The Fees set forth in the REVISED SCHEDULE B that pertain only to
the "At Risk Lines" as described in the REVISED EXHIBIT I shall expire
on the one (1) year anniversary of the effective date of this Amendment
("At Risk Fee Expiration Date"). If the parties are unable to mutually
agree on Fees pertaining to the "At Risk Lines" as described in the
REVISED EXHIBIT I on or before the At Risk Fee Expiration Date, then
all of the services provided by IMS to Customer for the "At Risk Lines"
pursuant to the REVISED EXHIBIT I shall automatically terminate, and
all Fees and costs associated with such services shall likewise
automatically terminate. Provided, however, the termination of the "At
Risk Lines" as described in the REVISED EXHIBIT I, shall not effect
IMS' obligations to provide the services described in EXHIBIT II and
for Customer to pay the Fees and costs of such services pursuant to the
REVISED SCHEDULE B.
(b) The Fees set forth in the REVISED SCHEDULE B that pertain only to
the IT Hosting Services and Support shall expire on the one (1) year
anniversary of the effective date of this Amendment ("IT Fee Expiration
Date"). If the parties are unable to mutually agree on Fees pertaining
to the "IT Hosting Services and Support" on or before the IT Fee
Expiration Date, then all of the services provided by IMS to Customer
for the "IT Hosting Services and Support" shall automatically
terminate, and all Fees and costs associated with such services shall
likewise automatically terminate.
3. All Other Terms. Except as specifically modified by the terms of this
First Amendment, all other terms, definitions, conditions, exhibits and
schedules contained in or otherwise attached to the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto by their respective duly authorized
representatives have executed this Amendment as of the date and year first set
forth above.
"IMS"
INSURANCE MANAGEMENT SOLUTIONS, INC.
By: /s/ Robert G. Gantley
--------------------------------
As its: Chief Operating Officer
----------------------------
"CUSTOMER"
BANKERS INSURANCE COMPANY
By: /s/ Edwin C. Hussemann
--------------------------------
As its: Treasurer
----------------------------
BANKERS SECURITY INSURANCE COMPANY
By: /s/ Edwin C. Hussemann
--------------------------------
As its: Treasurer
----------------------------
FIRST COMMUNITY INSURANCE COMPANY
By: /s/ Edwin C. Hussemann
--------------------------------
As its: Treasurer
----------------------------
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REVISED SCHEDULE B
PRICING SCHEDULE
[*]
* Indicates that material has been omitted and confidential treatment has
been requested therefor. All such omitted material has been filed
separately with the SEC pursuant to Rule 24b-2.
REVISED EXHIBIT I
INSURANCE ADMINISTRATION SERVICES (AT RISK LINES)
1) DEFINITIONS: Capitalized terms not otherwise defined in the Agreement
or in this Exhibit shall be construed as otherwise generally understood in the
insurance and data processing industry.
2) POLICY ADMINISTRATION: IMS shall perform the services listed hereunder
for the Customer's at risk policies ("At Risk Policies") in accordance with the
applicable rules and regulations. The term "At Risk Policies" includes the Auto,
Homeowner, Commercial, and X-Flood Authorized Line of Business.
Section I - Services
1. Policy Issuance and Document packaging.
- At Risk Policy document packaging including forms, printing
and assembly for new business, renewals and endorsements and
any other policy transaction where declaration page issuance
is required.
2. Cash, Billing & Collection, Accounting Administration/Premium,
Treasury.
- Post all incoming cash according to received date (any cash
not able to be processed will be sent back to Customer);
- Print At Risk Policy premium disbursements;
- Credit Card processing via lockbox for Customer Companies: BIC
& FCIC;
- NSF processing;
- Cash correction services;
- Process voided checks and stop payment of return premium
checks;
- Provide one lockbox per P.O. Box;
- Imaging - creation, storage and retrieval.
3. Print & Distribution Services.
- Automated document library;
- Electronic document assembly;
- Print invoices, reminders, cancellation notification;
- Electronic document archival/retrieval;
- Automated finishing/insertion facility;
- Provide all paper and supplies;
- Forms management;
- Mail pre-sort facility;
- Mailing At Risk Policy, At Risk Policy billings and At Risk
Policy renewals (postage excluded);
- Imaging - incoming mail and outgoing print.
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3) HOSTING SERVICES AND SUPPORT. IMS shall administer services
and support Customer's IT needs as listed hereunder.
Section I - IT Hosting Services and Support
Table 4.0
SERVICES: IT SERVICES FEE:
--------- ----------------
Server Hosting* *
840 Production Hosting** *
840 Development Hosting** *
840 Websphere Hosting** *
Lawson Hosting*** *
Homeowner Software Support**** *
Automobile Software Support**** *
Monthly Fee *
- *Server Hosting
- Server Hardware
- Network Access
- Availability
- Rent
- OS/Security
- Storage/Backup/Archive/Retrieval
- **AS/400 Hosting:
- Includes all Server Hosting Items Above
- 3rd Party Software:
- ASC: Pilot, Abstract, Status, Sequel
- ASI: PKZip400
- Gurnbo: Report Designer
- MKS: Implementor
- ProData: DBU
- Tangent: Surpass
- Websphere Standard Edition Application Server
- ***Lawson Hosting:
- Includes All Server Hosting Items Above
- 3rd Party Software
- Lawson Financials
- ****Automobile Software Support (FL, SC, CA, WA & OR only)
- Backend software support (current system
configuration)
- Forms management (existing forms only)
- IVR management (edify)
- Global system support for policy processing includes
the following components:
- Comments
- Policy Activity
- Insured
- Multi-lender
- Transaction processing (current configuration only)
- Discount surcharges
- Forms and endorsements
- Prior losses
- Rating
*Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 245-2.
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- Product definition
- Correspondence
- Application Security
- Reporting (existing reports only)
- Claims entry
- Adjuster processing
- Payment
- Salvage
- Subrogation
- Cash
- Lockbox
- Billing
- Disbursement
- Production
- Forms packaging
- - **** Homeowners Software Support (CA, NV, AZ, FL & SC only)
- Backend software support (current system
configuration)
- Forms management (existing forms- only)
- IVR management (Edify)
- Internet (FL only)
- Global system support for policy processing includes
the following components:
- Comments
- Policy activity
- Insured
- Multi-lender
- Transaction processing (current
configuration only)
- Discount surcharges
- Forms and endorsements (existing only)
- Prior losses
- Rating
- Product definition
- Correspondence
- Application Security
- Reporting (existing reports only)
- Claims entry
- Adjuster processing
- Payment
- Salvage
- Subrogation
- Cash
- Lockbox
- Billing
- Disbursement
- Production
- Forms packaging
4) TELECOM SERVICES AND EQUIPMENT. IMS shall provide use of the telecom
equipment to consideration of Customer administrating the system and
providing technical support.
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5) MISCELLANEOUS FEES.
Section I - Miscellaneous Fees
1. Customer shall pay for any service that is outside of the
scope of the Insurance Administration Services as may be
mutually agreed by IMS and Customer.
2. IMS will provide data entry services at IMS' servicing office
at the time and materials rate of $30.00 per person, per hour.
3. From the Effective Date of the original agreement until the
one year anniversary of the Effective Date of the original
agreement ("1st Yr. Anniversary"), Customer shall reimburse
IMS for all postage expenses incurred by IMS in the
performance of the Insurance Administration Services. After
the 1st Yr. Anniversary, all postage expenses incurred by IMS
in the performance of the Insurance Administration Services
shall be the responsibility of IMS. Notwithstanding the
foregoing, if there is any Change of Control of IMS from the
Effective Date until the three (3) year anniversary of the
Effective Date ("3rd Yr. Anniversary"), Customer shall
thereafter reimburse IMS for all postage expenses incurred by
IMS in the performance of the Insurance Administration
Services from the date of the Change of Control until the 3rd
Yr. Anniversary.
4. Customer shall reimburse IMS for its use of the following
pre-approved third party information services: credit score,
MYF A+, CDS Business Mapping, CLUE. Customer may request at
any time that IMS discontinue use of the above third party
information services.
For all of the following expenses, only if requested in writing and in advance
by Customer:
1. System modifications, enhancements, interfaces to Customer or
other third-parties systems that fall outside of this
agreement will be performed on a time and materials basis of
$100.00 per person, per hour, subject to an annual adjustment
based on IMS' then current standard fee.
2. Data conversion from existing Customer system to IMS'
Proprietary System will be performed on a time and materials
basis at the rate of $100.00 per person, per hour.
3. Third-party information services used to provide the Insurance
Administration Services will be a pass-through expense to
Customer.
4. Data communication line charges (used by IMS solely for
Customer) will be a pass-through expense to Customer.
5. Any service to be performed by IMS that is outside of the
scope of this Agreement shall be at a fee rate that shall be
mutually agreed upon between IMS and Customer.
6) ADJUSTING FIRM. IMS' Colonial Catastrophe Claims Service will be one of
the authorized adjusting firms ("Adjusting Firm") for claim catastrophe
adjusting work on behalf of Customer. However, IMS may designate a
different Adjusting Firm with written notice to Customer.
7) DISASTER RECOVERY PLAN. IMS shall perform its' full range Disaster
Recovery Plan on an annual basis. Customer has the right to observe the
Disaster Recover Plan at its own expense, provided that it has
requested in writing to participate within thirty (30) days of planned
execution.
8) SPECIAL SERVICES.
Additional Fees & Services. Additional services not specified in this
Agreement may be provided by as mutually agreed upon in writing between
the Customer and IMS in writing.
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