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EXHIBIT 10.24
SALES AND ASSIGNMENT AGREEMENT
This Sales and Assignment Agreement ("Agreement") is by and between
Insurance Management Solutions Group, Inc. ("IMSG"), Insurance Management
Solutions, Inc. ("IMS"), Bankers Insurance Group, Inc. ("BIG"), Bankers
Insurance Services, Inc. ("BIS"), Bankers Life Insurance Company ("BLIC"),
Southern Rental & Leasing Corporation ("Southern Rental"), Bankers Insurance
Company ("BIC") and Bankers Security Insurance Company ("BSIC").
WHEREAS, IMSG is restructuring itself to better provide (i)
comprehensive outsourcing services to the property and casualty insurance
industry, with an emphasis on providing administration outsourcing services for
flood insurers and (ii) flood zone determination and ancillary services
primarily to insurance companies and financial institutions; and
WHEREAS, in the process, IMSG and IMS will need certain assets which
previously were held by other entities; and
WHEREAS, certain other assets will no longer be needed by IMSG or IMS;
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. SALES AND ASSIGNMENTS.
a) Southern Rental shall transfer to IMS certain
telephone equipment described in Exhibit "A" attached
hereto and incorporated herein by reference pursuant
to the attached quit claim bill of sale attached as
Exhibit "B". The consideration for said transfer
shall be $448,750 as reflected in the Promissory Note
attached hereto as Exhibit "C" to be executed by IMS
and cash of $325,075.49. The cash represents the
difference between the Promissory Note and net book
value. This transaction is effective April 1, 1998.
b) IMS agrees to convey to BLIC pursuant to the quit
claim bill of sale attached as Exhibit "D" its
ownership interest in the Stone Eagle software system
in consideration for the payment of One Dollar
($1.00), the receipt of which is hereby acknowledged.
The effective date of this transaction is April 1,
1998.
c) IMS and BLIC agree to enter into the attached Storage
and Use Agreement attached hereto as Exhibit "E" to
account for the cost incurred by IMS on behalf of
BLIC in storing the Stone Eagle software system on
the AS/400 computer hardware of IMS. The effective
date of this transaction is April 1, 1998.
d) IMS shall transfer to BIS by the attached quit claim
bill of sale referred to as Exhibit "F" the SiTech
collateralized loan tracking program and source
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codes known as SiTrac in consideration of the
assumption of the outstanding indebtedness on the
software as of the date of the original acquisition
by IMS, said amount being $1,278,279.88, less option
payments previously paid in the amount of
$1,500,000.00 and the assumption by BIS of the
Software Maintenance and Enhancement Agreement
attached as Exhibit "G".
e) BIC hereby assigns all of its right, title and
interest to IMS in its leases with IBM Credit
Corporation of various computer hardware as reflected
in attached Exhibits "H", "I", "J", "K", "L" and "M"
attached hereto. IMS hereby accepts such assignments.
The consideration for this transfer is the assumption
of all the obligations under the leases by IMS. The
effective date of this transaction is April 1, 1998.
f) Pursuant to Assignments of Registered Service Marks
attached as Exhibit "N" and Exhibit "O", BIC, in
consideration of One Dollar ($1.00) paid by IMS
assigns to IMS its service mark registration in
FLOODWRITER and UNDERCURRENTS.
g) Additional assets consisting mainly of computer
hardware and software, office equipment and furniture
are hereby transferred to IMS pursuant to the
attached quit claim bills of sale as Exhibits "P" and
"Q" from BIG and BSIC respectively in consideration
of inter-company transfers of $19,015.05 and
$35,508.29, respectively and quit claim bill of sale
labeled Exhibit "R" in consideration of a Promissory
Note in the amount of $2,353,424.42 attached as
Exhibit "S". All amounts represent net book value at
the time of the transaction. The effective date of
these transactions is April 1, 1998.
2. 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, 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.
3. 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.
4. 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
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(a) If to IMSG or IMS to:
360 Central Avenue
P.O. Box 15707
St. Petersburg, FL 33733
Attn: Jeffrey S. Bragg
(813) 823-4000 x 4427 FAX (813) 823-6518
(b) If to BIG, BIS, BLIC, Southern Rental, BSIC or BIC
to:
360 Central Avenue
P.O. Box 15707
St. Petersburg, FL 33733
Attn: G. Kristin Delano
(813) 823-4000 x 4416 FAX (813) 823-6518
or to such other person or place as each party may from time to time designate
by written notice sent as aforesaid.
5. 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.
6. 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.
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 GROUP, INC. ("IMSG")
/s/ C. Anthony Sexton BY: /s/ Jeffrey S. Bragg
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AS ITS: COO
- --------------------------------- --------------------------
DATE: 5/6/98
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WITNESSES: BANKERS INSURANCE GROUP,
INC. ("BIG")
/s/ C. Anthony Sexton BY: /s/ G. Kristin Delano
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AS ITS:
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DATE: 5/7/98
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WITNESSES: BANKERS INSURANCE SERVICES
("BIS")
/s/ C. Anthony Sexton BY: /s/ G. Kristin Delano
- --------------------------------- -----------------------------
AS ITS:
- --------------------------------- -------------------------
DATE: 5/7/98
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WITNESSES: BANKERS LIFE INSURANCE
COMPANY ("BLIC")
/s/ C. Anthony Sexton BY: /s/ G. Kristin Delano
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AS ITS:
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DATE: 5/7/98
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WITNESSES: SOUTHERN RENTAL & LEASING
CORPORATION ("Southern Rental")
/s/ C. Anthony Sexton BY: /s/ G. Kristin Delano
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AS ITS:
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DATE: 5/7/98
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WITNESSES: BANKERS INSURANCE COMPANY
("BIC")
BY: /s/ G. Kristin Delano
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AS ITS:
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DATE:
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WITNESSES: INSURANCE MANAGEMENT
SOLUTIONS, INC. ("IMS")
/s/ C. Anthony Sexton BY: /s/ Jeffrey S. Bragg
- --------------------------------- -----------------------------
AS ITS: COO
- --------------------------------- -------------------------
DATE: 5/6/98
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WITNESSES: BANKERS SECURITY INSURANCE
COMPANY ("BSIC")
BY: /s/ G. Kristin Delano
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AS ITS:
- --------------------------------- -------------------------
DATE:
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Exhibits:
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Exhibit "A" Telephone Equipment
Exhibit "B" Quit Claim Bill of Sale from Southern Rental to IMS
Exhibit "C" Promissory Note to Southern Rental
Exhibit "D" Quit Claim Bill of Sale from IMS to BLIC
Exhibit "E" Storage and Use Agreement
Exhibit "F" Quit Claim Bill of Sale from IMS to BIS
Exhibit "G" Software Maintenance and Enhancement Agreement
Exhibit "H" Leases with IBM Credit Corporation
Exhibit "I" Leases with IBM Credit Corporation
Exhibit "J" Leases with IBM Credit Corporation
Exhibit "K" Leases with IBM Credit Corporation
Exhibit "L" Leases with IBM Credit Corporation
Exhibit "M" Leases with IBM Credit Corporation
Exhibit "N" Assignments of Registered Service Marks
Exhibit "O" Assignments of Registered Service Marks
Exhibit "P" Quit Claim Bill of Sale from BIG to IMS
Exhibit "Q" Quit Claim Bill of Sale from BSIC to IMS
Exhibit "R" Quit Claim Bill of Sale from BIC to IMS
Exhibit "S" Promissory Note to BIC
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