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EXHIBIT 10.30
FLOOD INSURANCE AGREEMENT
THIS FLOOD INSURANCE AGREEMENT ("Agreement") is entered into this 11th day of
February, 1998, by and between FIRST COMMUNITY INSURANCE COMPANY, 360 Central
Avenue, St. Petersburg, Florida 33701 (hereinafter referred to as "FCIC") and
HORACE MANN INSURANCE COMPANY, whose principal place of business is located at
1 Horace Mann Plaza, Springfield, Illinois 62715-0001 (hereinafter referred to
as "Horace Mann") mutually agree as follows:
I. Duties:
A. Horace Mann shall solicit and submit applications, together with
premiums due, for the Flood Insurance Policies as authorized under
the National Flood Insurance Act, subject to the published
authority of the Federal Emergency Management Agency/Federal
Insurance Administration (FEMA/FIA).
B. Horace Mann shall comply with the underwriting guidelines,
bulletins, manuals, and written instructions issued by the FCIC
or the Federal Emergency Management Agency/Federal Insurance
Administration (FEMA/FIA) regarding the solicitation and
submission of flood insurance applications.
C. Horace Mann shall report all claims and claims related activity
promptly to the FCIC.
II. Compensation:
A. FCIC will compensate Horace Mann for all acts performed under the
Agreement in accordance with the attached Commission Schedule.
The Commission Schedule may be amended by FCIC, from time to time,
upon thirty (30) days written notice to Horace Mann.
B. Horace Mann shall refund promptly to FCIC, on business heretofore
or hereafter written, compensation on canceled policies and on
reductions in premiums at the rate at which such compensation was
originally paid.
C. Compensation due under this Agreement is to be payable only during
the continuance of this Agreement and under its terms, and while
Horace Mann is actively producing and servicing business
hereunder. Any provision of this Agreement providing for payment
of compensation shall be subject to any indebtedness by Horace
Mann to FCIC arising out of flood insurance policy premium
transactions. FCIC shall have the right to withhold payments to
offset any such indebtedness; provided, however, that any
withholding of compensation shall be only to the extent necessary
to liquidate such indebtedness.
III. Limitation of Authority:
A. No provisions of this Agreement shall be construed to create the
relation of employer and employee between Horace Mann and FCIC,
and Horace Mann and FCIC shall act as independent contractors and
be free within the prescribed underwriting guidelines of FCIC or
the Federal Emergency Management Agency/Federal Insurance
Administration (FEMA/FIA) in force at the time to exercise their
own judgement as to whom they will solicit, and the time, place
and manner, and the amount of such solicitation.
B. Horace Mann has no authority to extend time of payment of
premiums, or to waive or extend any obligation or condition of the
Standard Flood Insurance Policy, or incur any liability on behalf
of FCIC
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C. Horace Mann shall not pay claims or commit FCIC to the payment of
claims.
IV. ASSIGNMENT: All terms and conditions of this Agreement, including
attachments, addendum, schedules and guaranty or indemnification agreements
shall inure to the benefit of, and be binding upon, the parties hereto,
their successors, heirs, administrators and assigns; provided, however,
that this Agreement may not be assigned without the prior written consent
of FCIC.
V. WARRANTIES AND CONVENTS:
A. Horace Mann specifically warrants and covenants that they will comply
with all applicable state and federal statutes, rules and regulations
regulating insurance in the state of performance of the contract, and
shall continue to comply with same so long as the Agreement shall
remain in effect.
B. FCIC specifically warrants and covenants that they will comply with
all applicable state and federal statutes, rules and regulations
regulating insurance in the state of performance of the contract, and
shall continue to comply with same so long as the Agreement shall
remain in effect.
VI. TERMINATION:
A. This Agreement shall continue in full force and effect until
terminated by either party giving to the other a written notice at
least one hundred and eighty (180) days prior to the effective date
of such termination; provided, however, either party may terminate
this Agreement immediately without notice if the other party is guilty
of any material violation of the terms hereof. Horace Mann shall be
liable for all costs incurred by FCIC to collect outstanding balances
together with interest thereon in accordance with Paragraph VIII
hereof.
B. In the event of termination of this Agreement, and within one hundred
and eighty (180) days after the termination of this Agreement, Horace
Mann shall cause its employee agents to account for all premiums and
transactions covered by this Agreement, whereupon the ownership of
the flood insurance business produced under this Agreement shall be
left in the possession of Horace Mann.
VII. ENFORCEMENT OF OBLIGATIONS:
A. If FCIC refers this Agreement to any attorney for the enforcement or
collection of the obligations of Horace Mann, Horace Mann agrees to
pay to FCIC all costs of such enforcement or collection including any
of FCIC's reasonable attorneys' fees prior to trial, at the trial
court level, in connection with any appeal, and in connection with
any Bankruptcy proceedings, which attorney's fees may be assessed and
recovered in any proceeding brought hereunder. If Horace Mann fails
to pay funds due FCIC as herein provided, including but not limited
to return premiums, Horace Mann shall pay to FCIC in addition to all
sums otherwise due, interest which shall accrue at 1.5% per month on
such delinquency from the date as provided herein. Failure or
forbearance to exercise any of its rights and privileges hereunder
shall not constitute the forfeiture or waiver of such rights and
privileges on the part of FCIC.
B. If Horace Mann refers this Agreement to any attorney for the
enforcement or collection of the obligations of FCIC, FCIC agrees to
pay to Horace Mann all costs of such enforcement or collection
including any of Horace Mann's reasonable attorneys' fees prior to
trial, at the trial court level, in connection with any appeal, and in
connection
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with any Bankruptcy proceedings, which attorney's fees may be
assessed and recovered in any proceeding brought hereunder. If FCIC
fails to pay funds due Horace Mann as herein provided, FCIC shall pay
to Horace Mann in addition to all sums otherwise due, interest which
shall accrue at 1.5% per month on such delinquency from the date as
provided herein. Failure or forbearance to exercise any of its rights
and privileges hereunder shall not constitute the forfeiture or
waiver of such rights and privileges on the part of Horace Mann.
VIII. INDEMNIFICATION:
A. Horace Mann shall indemnify and save FCIC harmless from any and all
costs, claims or demands (including FCIC's reasonable attorneys' fees
whether incurred prior to the commencement of formal legal action, or
at the trial, at the Appellate Court level or in Bankruptcy Court),
resulting from any unauthorized acts, any error or omission, or any
breach of any of the provisions in this Agreement by Horace Mann, its
officers, directors, employee agents and employees.
B. FCIC shall indemnify and save Horace Mann harmless from any and all
costs, claims or demands (including Horace Mann's reasonable
attorneys' fees whether incurred prior to the commencement of formal
legal action, or at the trial, at the Appellate Court level or in
Bankruptcy Court), resulting from any unauthorized acts, any error or
omission, or any breach of any of the provisions in this Agreement by
FCIC, its officers, directors, and employees. FCIC shall hold Horace
Mann harmless for any judgment for damages rendered against Horace
Mann as a result of any court action by a Policyholder or applicant
arising out of a direct error or omission on the part of FCIC. FCIC
shall not hold harmless or indemnify Horace Mann, or its directors,
officers, employee agents or employees for their own errors and
omissions.
IX. ATTORNEY FEES: If Horace Mann or FCIC should bring a court action alleging
breach of this Agreement or seeking to enforce, rescind, renounce, declare,
void or terminate this Agreement or any provisions thereof, the prevailing
party shall be entitled to recover all of its legal expenses, including
reasonable attorney's fees and costs (including legal expenses for any
appeals taken and any attorney's fees incurred as a result of Bankruptcy
proceedings), and to have the same awarded as part of the judgment in the
proceeding in which such legal expenses and attorney's fees were incurred.
X. GENERAL AGREEMENTS:
A. It is mutually agreed that if either party deviates from the
provisions of the Agreement, whether or not such deviation is
protested by the other party or parties, such deviation shall not be
held to have changed this Agreement, or the rights of the parties
hereunder in any respect. No change in or modification to this
Agreement shall be valid and binding unless reduced to writing and
executed by both parties.
B. Applications, advertising material and other material furnished by
FCIC are the property of FCIC and will be returned to FCIC upon
termination of the Agreement. All advertising material furnished by
FCIC to Horace Mann's employee agents pursuant to this agreement,
shall be pre-approved by Horace Mann.
C. This Agreement is subject to and governed by the laws and regulations
of the state of Florida, without regards to choice of law provisions.
Venue shall be in a court of competent jurisdiction in Pinellas
County, Florida.
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D. FCIC, shall provide direct billed renewal premium notice
to the designated payor of the flood insurance policy prior to
the expiration date of the policy and shall provide Horace Mann
with either list notice or individual notice of the upcoming
expiration of the policies serviced by Horace Mann under this
Agreement
E. Horace Mann shall allow FCIC to audit all books and records relating
to insurance written pursuant to this Agreement.
XI. NOTICES: Any and all notices, designations, consents, offers,
acceptances, or any other communication provided herein, shall be given in
writing by certified mail, by hand delivery, by express overnight courier
or by facsimile transmission. All notices sent by certified mail should be
deemed delivered on the second regular business day after the post mark.
All notices sent by hand delivery or facsimile transmission shall be deemed
delivered on the day of hand delivery or facsimile transmission unless
delivered or transmitted after 5 p.m., whereupon, delivery shall be deemed
effective on the next regular business day. All notices shall be addressed
as follows:
As to Horace Mann: Horace Mann Insurance Company
1 Horace Mann Plaza
Springfield, IL 62715-0001
Attention: Ron Sholes - VP Property Operations, Mail #F124
Fax No.: (212) 535-7171
As to FCIC: First Community Insurance Company
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Attention: ------------------------------------
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Fax No.: ( )
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This Agreement constitutes the full agreement, oral or written, between FCIC,
and Horace Mann, but shall be subject to changes as may be provided in writing
from time to time.
IN WITNESS WHEREOF, The Parties hereto have executed this Agreement.
HORACE MANN INSURANCE COMPANY
Signed this 11th day of February, 1998 By: William Hinkle
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Title VP P&C
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Agency Horace Mann Insurance
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Agency No.
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Signed this 19th day of February, 1998 FIRST COMMUNITY INSURANCE COMPANY
By /s/ Kathleen M. Batson
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Title Senior Vice President
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ADDENDUM
COMMISSION SCHEDULE
PREMIUM COMMISSION CLAIMS ADM FEE
(% OF Incurred Loss)
- ----------------------------------------------------------------------
$0 - $2 M 19% 1% 1 1/2%
$2. - $5 M 19.5% 1% 2%
$5. M + 20% 1% 2%
NOTES
1. First Community Insurance Company will review our contract at the end
of each fiscal year to determine if wee need to make adjustments in the
commission schedule based on the expense allowance paid to First
Community Insurance Company by FIA and the production of Horace Mann
Insurance Company.
2. First Community Insurance Company will provide all services and
systems to effect a private label operation for Horace Mann Insurance
Company.