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EXHIBIT 10.60
[BANKERS INSURANCE GROUP LETTERHEAD]
REP: House
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FLOOD ZONE DETERMINATION AGREEMENT
THIS AGREEMENT is entered into this 28th day of December 1995, (Effective
Date), between Bankers Hazard Determination Services, Inc. ("BHDS"), a Florida
Corporation with principal offices at 10051 5th Street North, St. Petersburg,
FL 33702, and SouthTrust Corporation located at (Primary Address) P O Box 2554
Birmingham AL 35290 ("Customer").
WHEREAS, Customer desires to use BHDS for either new loans or to insure that
properties in their client's mortgage loan portfolios are in compliance as
described in the "Flood Disaster Protection Act of 1973".
WHEREAS, BHDS desires to provide flood zone determinations and documentation of
same to Customer.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. TERM
A. The term of this Agreement shall commence on a date which shall be the
later of (i) the effective date entered above or (ii) the date signed by
both parties, and shall continue thereafter until terminated by either
party upon thirty (30) days written notice to the other party.
B. Either party may terminate this agreement immediately upon written
notice if the other party is adjudicated a bankrupt, files a voluntary
petition in bankruptcy, is declared insolvent by a regulator, or makes an
assignment for benefit of creditors and becomes unable to meet its
obligations in the normal course of business as they fall due.
2. COVENANTS AND WARRANTIES
A. FOR ALL CUSTOMERS. BHDS shall provide certification of the determined
zone, community name and number, panel-suffix, map date, and firm date, as
required in order for Customer to be in compliance. In addition if
specifically requested by Customer, BHDS will provide an original Flood
Zone Certificate for the file to all Customers using the service for new
loans; otherwise, a faxed copy will be sufficient.
B. FOR AUTOMATED DELIVERY USERS ONLY. Given the nature of the electronic
transfer of flood policy information from BHDS to Customer, Customer shall
indemnify and hold BHDS, its officers, directors, employees, agents, and
other affiliates harmless against any and all expenses or fees resulting
from the subsequent manipulation of said electronic data following the
transfer of the data from BHDS. Customer specifically recognizes,
understands, and agrees that all electronic data transferred from BHDS
shall have the presumption of validity and accuracy at the moment of
receipt of such data. This clause is intended to protect BHDS, its
associated personnel and its affiliates from any losses, claims, disputes
or material problems regarding the electronic data due to the potential for
manipulation of such data following the transfer from BHDS.
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C. Customer shall pay to BHDS compensation for selected services in the
amounts set forth in Schedule "A" which is attached hereto and by
reference made a part hereof.
D. BHDS shall not, without the written consent of Customer, disclose to
any third party any information it obtains or is provided by Customer.
BHDS shall undertake all reasonable precautions at least equivalent to the
same precautions it takes in preserving the confidentiality of BHDS' own
confidential or proprietary information, to preserve the confidentiality
of Customer's Information.
3. TERMS AND CONDITIONS
A. The zone determination is exclusively for the benefit of Customer, their
clients and/or the borrower for whose benefit the search is performed and
for no other party.
B. The zone determination is based upon an examination of the current
Flood Insurance Rate Maps as published by the Federal Emergency Management
Agency as well as other sources of information as required and applies only
to Subject Property identified by the Flood Insurance Rate Map Panels.
C. BHDS shall indemnify and hold harmless the above named organization for
liability on any uninsured flood loss, up to, and only up to, the maximum
available insurance coverage under the NFIP program for the property, if the
improved property was in a special flood area at the time of certification
and BHDS incorrectly certified that said property was not in such area.
Additionally, if any improved property was not in a special flood hazard
area at the time of certification and BHDS incorrectly certifies that said
property was in the special flood hazard area, BHDS shall reimburse the
borrower for all flood insurance premiums paid that were not refunded by the
named flood carrier's cancellation process. Errors and Omissions coverage
will be maintained by BHDS.
BHDS warrants and represents that there is no requirement under its error
and omissions policy that suit be filed against BHDS in order to collect
damages under the policy.
D. The zone determination may contain information from public land records
and U.S. Government agencies relating to floodplain location. However, this
determination is based on the data which is currently available from
government sources and does not necessarily include all possible flood
hazards. BHDS shall not be liable for not reporting flood zone information
that was not generally available, at the time of this determination nor
shall BHDS be held liable for any damages that result from the use of
inaccurate information supplied to BHDS from FEMA or any agency of the U.S.
Government. This determination is based on information supplied by
customers, their clients and/or the borrower and BHDS will not be
responsible for inaccuracies in their submission.
E. Customer shall pay BHDS, in accordance with statements of account
rendered by BHDS, all amounts billed, whether or not collected, within 30
days after the end of the month in which said certification was requested.
F. A zone determination is valid only if signed by an authorized
representative of BHDS.
G. BHDS Guidelines. When the subject property is in a dual zone, BHDS will
certify a flood zone determination using the most hazardous zone unless
additional information is provided. BHDS will also identify both zones in a
dual zone situation.
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4. NOT A PARTNERSHIP
Nothing in this Agreement shall be construed to cause Customer to be in a
partnership with BHDS.
5. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Florida. Venue
for all legal actions commenced under this Agreement shall be in Pinellas
County, Florida.
6. INTEREST ON LATE PAYMENTS
In the event that sums due and payable hereunder shall remain unpaid 15
days after the party entitled to payment has served written notice on the
defaulting party that such sums are due but remain unpaid, then interest
shall accrue thereon until paid at the highest rate permitted by law.
7. ATTORNEY'S FEES
If Customer or BHDS should bring a Court action alleging breach of this
Agreement or seeking to enforce, rescind, renounce, declare void or
terminate this Agreement or any provision 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 to have the same awarded as part of the judgment in the
proceeding in which legal expenses and attorney's fees were incurred.
8. CREDIT REPORT
This agreement gives BHDS the permission to request a credit report to
extend or maintain credit terms.
IN WITNESS WHEREOF, WE HAVE SET OUR HANDS AND SEALS AS OF THE DAY AND YEAR
FIRST ABOVE SET FORTH.
BANKERS HAZARD DETERMINATION SOUTHTRUST CORPORATION
SERVICES, INC.
/s/ D. M. Howard /s/ Don L. Hurt
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David M. Howard, President Signature/Title
1/3/96 Don L. Hurt /12-28-95
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Date Please Print Name /Date
SouthTrust Corporation 205-254-5769
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Company/Customer Phone Number
205-254-5508
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Company/Customer Fax Number
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SCHEDULE A
NEW LOAN ZONE DETERMINATIONS
ZONE GUARD (LIFE OF LOAN) $18.00 per certificate
24 Hour Service No Charge
(In by 3:00 p.m., out by 5:00 p.m.
following business day)
8 Hour Service $5.00 add'l
(In by 9:00 a.m., out by 5:00 p.m.
In after 9:00 a.m., out before Noon
the following business day)
(Times above are Eastern Standard Time.)
5 Hour or Less $7.00 add'l
(Five hour turnaround time.)
PORTFOLIO ANALYSIS
BHDS will perform a flood scan on portfolio loans for SouthTrust at no
charge. The properties located in areas with high probability of flood risk will
be certified with life of loan coverage at the price of $7.50 per loan.
Billing amount to be due and payable within 30 days of Customer's receipt of
invoice.
Bankers Hazard Determination Services, South Trust Corporation
Inc.
/s/ D. M. Howard 1/3/96 /s/ Don L. Hurt 12-28-95
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David M. Howard Date Signature/Title Date
Credit Insurance Manager
Schedule A as addendum to BHDS Flood Zone Determination Agreement dated
12/28/95.