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EXHIBIT 10.62
NFCS
FLOOD ZONE DETERMINATION AGREEMENT
THIS AGREEMENT is entered into this 8th day of November, 1993 ("Effective
Date"), between National Flood Certification Services ("NFCS"), a Florida
Corporation with principal offices at McCormick Center 3, 1000 112th Circle,
Suite 100, St. Petersburg, FL 33716, and Royal Indemnity Company for itself and
on behalf of its affiliates as their interests may appear and exist ("Royal"), a
Delaware corporation with its principal office located at 9300 Arrowpoint
Boulevard, Charlotte, North Carolina 28273-8135.
WHEREAS, Royal desires to use NFCS to determine if a policyholder's
property - either residential or commercial - is located within a special flood
hazard area and if flood insurance is available on such property.
WHEREAS, NFCS desires to provide special flood hazard area and flood
insurance availability determinations and documentation of same to Royal.
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
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 or creditors and becomes unable to meet its
obligations in the normal course of business as they fall due.
2. COVENANTS AND WARRANTIES
A. NFCS shall provide certification of the determined special flood hazard
area, community name and number, panel-suffix map date, firm date and the
base flood elevation, if applicable, as required by Royal in the request
form sent to NFCS by Royal. In addition, if specifically requested by Royal
in the request form sent to NFCS by Royal, NFCS will provide a faxed copy of
the Flood Zone Certificate to Royal; an original Certificate will be
provided upon request for same by Royal.
B. Royal shall pay to NFCS compensation for selected services in the
amounts and time frame set forth in Schedule "A" which is attached hereto
and by reference made a part hereof.
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C. NFCS shall not, without the written consent of Royal, disclose to any
third party any information it obtains or is provided by Royal. NFCS shall
undertake all reasonable precautions at least equivalent to the same
precautions it takes in preserving the confidentiality of NFCS' own
confidential or proprietary information, to preserve the secrecy of
Confidential Information.
3. TERMS AND CONDITIONS
A. The zone determination is exclusively for the benefit of Royal, its
clients and/or the insured or policyholder 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(s).
C. NFCS shall indemnify and hold harmless Royal 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 property was in a
special flood hazard area at the time of certification and NFCS incorrectly
certified such property and said that the property in question was not in
such a special flood hazard area.
NFCS warrants and represents that there is no requirement under its
error and omissions policy that suit be filed against NFCS 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. NFCS shall not be liable for not reporting flood zone information
that was not generally available or inaccurate at the time of this
determination. This determination is based on information supplied by
Royal, its clients and/or the insured/policyholder and NFCS will not be
responsible for inaccuracies in their submission.
A zone determination is valid only if signed by an authorized
representative of NFCS.
NFCS GUIDELINES
When the subject property is in a dual zone, we will certify a
flood zone determination using the most hazardous
zone unless additional information is provided
We 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 Royal to be in a
partnership with NFCS.
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 in accordance with the
payment time frame set forth in Schedule A 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 NFCS 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 judgement in the proceeding in which legal
expenses and attorney's fees were incurred.
IN WITNESS WHEREOF, we have set our hands and seals as of the day and year
first above set forth.
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NATIONAL FLOOD CERTIFICATION ROYAL INDEMNITY COMPANY for
SERVICES, INC. itself and on behalf of its affiliate
as their as their interests may appear
and exist
/s/ D. M. Howard /s/ David H. Martin V.P.
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David Howard, Signature/Title
Vice President - Marketing
10/15/93 11/8/93
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Date Date
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Royal Phone Number
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