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EXHIBIT 10.11
EMPLOYEE LEASING AGREEMENT
This is an Employee Leasing Agreement ("Agreement") by and between Bankers
Insurance Company, a Florida corporation located at 360 Central Avenue, St.
Petersburg, Florida 33701 ("BIC"), and Insurance Management Solutions Group,
Inc., a Florida corporation located at 360 Central Avenue, St. Petersburg,
Florida 33701 ("IMSG").
WHEREAS, BIC employs certain individuals who have been trained in customer
services and other areas in the property and casualty insurance business, and
WHEREAS, BIC desires to continue employing these individuals as a result of
the favorable tax rate BIC receives under Florida's premium tax structure for
insurance companies, and
WHEREAS, IMSG desires to lease these employees because of their skills and
expertise, and
WHEREAS, BIC is willing to lease these individuals to IMSG.
NOW THEREFORE, in consideration of the premises and other valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
1. Terms
a) BIC shall lease to IMSG and IMSG shall lease from BIC certain
employees, as agreed to between the parties from time to time.
b) The number of employees to be leased will vary depending on the
employment needs of IMSG and the availability of employees from BIC.
c) In consideration of BIC making these employees available to IMSG,
IMSG agrees to pay all expenses in connection with said employees
including, but not limited to, salaries, bonuses, holiday and sick
pay, benefits, applicable employer taxes, Workers' Compensation
coverage, and any other direct or indirect expenses associated with
the employment of these individuals. Such expenses will either be
paid directly by IMSG or reimbursed on a dollar-for-dollar basis to
BIC by IMSG.
d) IMSG shall indemnify and hold harmless BIC from any liabilities
incurred by or on behalf of the leased employees within the scope of
their employment by IMSG including, but not limited to, the
obligations set forth in paragraph 1(c) above and any applicable
federal, state, or local law, rule or regulation.
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e) IMSG agrees to make available to the leased employees the same
benefits which were available to the employees from BIC, including
but not limited to, 401K plan, bonuses, dental insurance, flexible
spending accounts, life insurance, and medical insurance.
f) The leased employees will also have the same company holidays as was
provided by BIC.
2. Length of Agreement. This Agreement shall remain in effect until the
parties mutually agree to its termination or one party gives the other party at
least 60 days prior notice of intent to terminate.
3. Compensation. IMSG shall determine the compensation of each leased
employee.
4. Duties. Leased employee shall have such duties as may from time to
time be reasonably assigned to him or her by IMSG.
5. Extent of Services. Leased employees shall devote their entire time,
energy and attention to their duties in connection with IMSG, and shall not
engage in or carry on or be employed by, directly or indirectly, any other
business of profession without the consent of IMSG; provided, however, that
nothing herein contained shall prohibit leased employees from investing or
trading in stock, bonds, commodities or other securities or forms of
investments, including real property.
6. Termination of Employment. IMSG may terminate leased employee's
employment hereunder upon leased employee's disloyalty, misconduct or other
similar cause.
7. Notice. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by certified or
registered mail, return receipt requested, to the parties at the following
addresses:
To BIC at: 360 Central Avenue
St. Petersburg, FL 33701
Tel: (813) 823-4000 ext. 4416
Fax: (813) 823-6518
Attention: G. Kristin Delano
To IMSG at: 360 Central Avenue
St. Petersburg, FL 33701
Tel: (813) 823-4000 ext. 4427
Fax: (813) 823-6518
Attention: Jeffrey S. Bragg
8. Waiver of Breach. The waiver by either party of a breach of any
condition of this Agreement shall not be construed as a waiver of any subsequent
breach.
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9. Assignment. The rights and obligations of either party under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of both parties.
10. Attorney's Fees. In the event either party is required to bring suit
to enforce the provisions of this Agreement, the losing party agrees to be
responsible for the payment to the prevailing party of reasonable attorney's
fees and court costs, whether the same are incurred in connection with trial or
appeal.
11. Entire Agreement. This Agreement contains the entire agreement of
the parties. It may not be changed orally, but only by an agreement in writing
signed by both parties.
12. Governing Law. This Agreement shall be construed under and be
governed by the laws of the State of Florida.
13. Prior Agreements. This Agreement amends and supplants any and all
prior Employment Agreements between the parties hereto.
14. Scope.
(a) IMSG shall retain sufficient direction and control over the
workplace and the employee's to supervise all day-to-day work activities
of the employees necessary to conduct IMSG's business. As the supervising
employer, IMSG shall assume all liability for any actions or inactions by
the employees for such business related services and activities. In
addition, IMSG shall ensure that the employees adhere to employment and
safety policies designated and provided by BIC and/or as may be required
by law.
(b) IMSG shall make any and all strategic, operational or other
business-related decisions regarding IMSG's business. Such decisions and
related outcomes shall exclusively be the responsibility of IMSG and BIC
shall bear no responsibility nor liability for any actions or inactions by
IMSG.
15. COBRA. Should IMSG not accept BIC's group health insurance coverage,
IMSG retains all obligations for the continuation of coverage for any current
COBRA participants as well as for any and all eligible employees at the time of
termination of the Agreement. If IMSG does not accept BIC's group health
insurance coverage, upon termination of this Agreement, for any reason, IMSG
shall obtain group health insurance coverage for all former employees, and shall
assume from BIC all responsibility and obligation for the continuation of
coverage for any COBRA participants as well as for any and all eligible
employees at the time of termination of the Agreement for the remainder of their
COBRA eligibility period.
16. Human Resources / Employee Relations.
(a) Adding and Removing Employees: Each and every employee must
complete the BIC employment application process and must be accepted by
BIC prior to becoming an employee of BIC. BIC agrees that should IMSG
request the
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removal of an employee, BIC shall promptly comply, provided such removal
is permissible by the employment policies, procedures and practices of
BIC. Such action shall not in any way abrogate BIC's rights as an employer
to terminate employment of any employee. IMSG shall notify BIC in writing
of any addition or removal of employees within TWENTY-FOUR (24) hours of
such event by way of forwarding the application process documents or
separation notices (with all supporting write-ups).
(b) Duty to Inform: IMSG shall inform BIC of employment related
complaints, charges, and/or allegations raised by or related to the
employees within FORTY-EIGHT (48) hours of receiving notice of such
issues, and shall provide complete and accurate disclosure of all
circumstances surrounding such matters. All harassment issues shall be
given special priority and immediately communicated to BIC.
(c) ADA: IMSG shall provide, at its own expense, reasonable access
and accommodations as required by the Americans' with Disabilities Act,
and any regulations related thereto. In addition, IMSG shall comply with
the guidelines and provisions of the Americans' with Disabilities Act in
its determinations of individuals it may request BIC to hire, promote, or
fire.
(d) FMLA: IMSG shall at all times comply with the Family and Medical
Leave Act ("FMLA") and it is IMSG's responsibility to reinstate eligible
employees, and in all other manner to comply with the FMLA. This provision
shall survive termination of this Agreement.
(e) EEOC: IMSG shall abide by and comply with all other applicable
employment related laws and regulations (State and Federal), including,
but not limited to, those related to discrimination based on race, sex,
color, age, national origin, religion and marital status; as well as those
laws governing sexual harassment, and/or discrimination.
(f) AAP: Any and all Affirmative Action Plan program development,
administration, tracking, and the like, shall be the exclusive
responsibility of IMSG unless otherwise specifically stated herein.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
WITNESSES: BANKERS INSURANCE COMPANY
"BIC"
/s/ C. Anthony Sexton By: /s/G. Kristin Delano
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As Its: Corporate Secretary
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Date: 5-19-98
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WITNESSES: INSURANCE MANAGEMENT SOLUTIONS
GROUP, INC.
"IMSG"
/s/ Diane Holland By: /s/ Jeffrey S. Bragg
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/s/ C. Anthony Sexton As Its: Executive Vice President/COO
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Date: 5/19/98
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