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[FCIC LOGO] EXHIBIT 10.64
First Community Insurance Company
P.O. Box 33027 St. Petersburg, FL 33733-8027
FLOOD INSURANCE AGREEMENT
This agreement is entered into this 17th day of November, 1995, by and between
First Community Insurance Company, 360 Central Avenue, St. Petersburg, Florida
33701 (hereinafter referred to as "Company") and Amica Mutual Insurance Company
whose principal office is located at Lincoln Center Office Park, 10 Lincoln
Center Boulevard, Lincoln, RI 02865 (hereinafter referred to as "Amica")
mutually agree as follows:
I. DUTIES OF AMICA
A. To 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. To obey and comply with all State Insurance Department regulations
governing the territory in which Amica is authorized to solicit
business.
C. To comply with the underwriting guides, bulletins, manuals, and
written instructions issued by the Company or the Federal Emergency
Management Agency/Federal Insurance Administration (FEMA/FIA)
regarding the solicitation and submission of flood insurance
applications.
D. To report all claims and claims related activity promptly to the
Company.
II. COMPENSATION
A. The Company will compensate Amica for all acts performed under the
Agreement in the amount of 15 percent on the annual premium per policy
issued by the W.Y.O. Flood Insurance Carrier up to $2,000.00 and in
the amount of 5 percent on the premium per policy in excess of
$2,000.00. See Addendum.
B. Amica shall refund promptly to the Company on business heretofore or
hereafter written, compensation on cancelled 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 Amica is
actively producing and servicing business, hereunder. Any provision of
this Agreement providing for payment of compensation shall be subject
to any indebtedness by Amica to the Company arising out of Flood
insurance policy premium transactions. The Company 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 provision of this Agreement shall be construed to create the
relation of employer and employee between the Company and Amica, and
Amica and the Company shall act as independent contractors and be free
within the prescribed underwriting guidelines of the Company 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. Amica 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 the Company.
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C. Amica shall not participate in the settlement of claims, pay claims or
commit the Company to the payment of claims.
IV. GENERAL AGREEMENTS
A. In the event of termination of this Agreement, Amica shall promptly
account for all premiums and transactions covered by this agreement,
whereupon the ownership of the flood insurance business produced under
this Agreement is left in the possession of Amica. In the event Amica
shall fail to render such an accounting within 90 days of the
termination hereof, the flood insurance business provided under this
Agreement shall become the property of the Company.
B. It is mutually agreed that if either party deviates from the
provisions of the Agrement, 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.
C. This Agreement shall continue in full force and effect until
terminated by either party giving to the other a written notice at
least 90 days prior to the effective date of such termination;
provided, however, either party may terminate this Agreement
immediately with notice if the other party is guilty of any material
violation of the terms hereof.
D. Applications, advertising material and other material furnished by the
Company are the property of the Company and will be returned to the
Company upon termination of the Agreement.
E. The Company, 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 Amica with either list notice or
individual notice of the upcoming expiration of the policies serviced
by Amica under this Agreement.
F. Each party agrees to hold the other parties harmless and free of
liability arising from any act or omission or responsibility of
themselves under this Agreement.
G. Amica shall allow the Company to audit all books and records relating
to insurance written pursuant to this Agreement.
H. This Agreement cannot be assigned to others without written agreement
of the Company.
This Agreement constitutes the full agreement, oral or written, between the
Company, and Amica, but shall be subject to such changes as may be provided in
writing from time to time.
IN WITNESS WHEREOF, The Parties hereto have executed this Agreement.
Amica:
Signed this 17th day
of November, 1995 By /s/ Richard R. McLaughlin, Jr.
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Title Vice President
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Agency Amica Mutual Insurance Company
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Agency No. 89-760
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First Community Insurance Company
Signed this 18 day
of Oct., 1995 By /s/ Kathleen M. Batson
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Title Senior Vice President
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ADDENDUM
THIS ADDENDUM shall be attached to and form a part of the Flood Insurance
Agreement between Amica Mutual Insurance Company and First Community Insurance
Company dated of even date herewith.
It is hereby agreed by both parties indicated above that the following
changes will be made to the attached Flood Insurance Agreement:
1) Section II A is amended in part to read as follows:
. New Business 20% Until December 31, 1999
. Rollovers 20% Until December 31, 1999
. Renewals 20% Until December 31, 1999
First Community Insurance company shall have the discretion to
adjust the commission compensation following the dates indicated
above.
2) First Community Insurance Company hereby agrees to appoint such agents
of Amica Mutual Insurance Company as shall be necessary under the
various state laws and regulations.
This addendum is hereby agreed to and shall become effective upon the
date of execution.
AMICA MUTUAL INSURANCE CO. FIRST COMMUNITY INSURANCE CO.
/s/ Richard R. McLaughlin, Jr. /s/ Kathleen M. Batson
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by: by:
Vice President Senior Vice President
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Title: Title:
11/17/95 10/18/95
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Date: Date:
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[FCIC LOGO]
FIRST COMMUNITY INSURANCE COMPANY
ADDENDUM TO FLOOD INSURANCE AGREEMENT
This Addendum to the Flood Insurance Agreement (hereinafter the "Agreement")
dated Sept 27, 1996, between FIRST COMMUNITY INSURANCE COMPANY, (hereinafter
the "General Agent") and AMICA MUTUAL INS COMPANY (hereinafter "Amica"),
modifies and supplements the Agreement, and shall be attached to and form a
part of the Agreement.
I. DUTIES OF AMICA
To solicit and submit proposals for EXCESS FLOOD INSURANCE, in addition to
and distinct from the solicitation and submission of Flood Insurance
Policies authorized under the National Flood Insurance Act. The
solicitation and submission of Excess Flood Insurance shall be within the
limits fixed by the General Agent and in accordance with the specific
directions of the General Agent.
II. COMPENSATION
A. The General Agent will compensate Amica for all acts performed under
this Addendum, per Excess Flood Insurance Policy issued by the
Company, as specified in the following commission schedule:
New Business 20%
Renewals 20%
B. Any provision of this Addendum, or of the Agreement, providing for
payment of compensation shall be subject to any indebtedness by Amica
to the General Agent arising out of Flood or Excess Flood Insurance
policy premium transactions. The General Agent 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
Amica has no authority to extend time of payment of premiums, or to waive
or extend any obligation or condition of the Excess Flood Insurance Policy,
or incur any liability on behalf of the General Agent or the Excess Flood
Insurance Carrier.
IV. GENERAL AGREEMENTS
A. The General Agent, through the Excess Flood Insurance Carrier, shall
provide direct billed renewal premium notice to the designated payor
of the Excess Flood Insurance policy prior to the expiration date of
the policy and shall provide Amica with either list notice or
individual notice of the upcoming expiration of the policies serviced
by Amica under this Addendum.
B. All provisions within the Agreement, not inconsistent with this
Addendum, are applicable to any duty, compensation, limitation of
authority or general agreement specified by this Addendum.
This Addendum is hereby agreed to and shall become effective on the 27th
day of September, 1996.
AMICA
Signed This 27 day of By: /s/ Richard R. McLaughlin Jr.
September, 1996 ----------------------------------
Title: Vice President
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Agency: Amica Mutual Ins. Company
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Agency No.: 38-89760
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FIRST COMMUNITY INSURANCE COMPANY
Signed This 30th day of By: /s/ Kelly K. King
September, 1996 ----------------------------------
Title: Vice President
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[BANKERS INSURANCE GROUP LOGO]
Bankers Underwriters, Inc.
ADDENDUM TO FLOOD INSURANCE AGREEMENT
This Addendum to the Flood Insurance Agreement (hereinafter the "Agreement")
dated OCTOBER 1ST, 1997, between Bankers Underwriters, Inc., (hereinafter the
"General Agent") and Amica Mutual Insurance Company (hereinafter "Amica"),
modifies and supplements the Agreement, and shall be attached to and form a part
of the Agreement.
I. DUTIES OF AMICA
To solicit and submit proposals for Excess Flood Insurance, in addition to
and distinct from the solicitation and submission of Flood Insurance
Policies authorized under the National Flood Insurance Act. The
solicitation and submission of Excess Flood Insurance shall be within the
limits fixed by the General Agent and in accordance with the specific
directions of the General Agent.
II. COMPENSATION
A. The General Agent will compensate Amica for all acts performed under
this Addendum, per Excess Flood Insurance Policy issued by the
Company, as specified in the following commission schedule:
New Business 20%
Renewals 20%
B. Any provision of this Addendum, or of the Agreement, providing for
payment of compensation shall be subject to any indebtedness by Amica
to the General Agent arising out of Flood or Excess Flood Insurance
policy premium transactions. The General Agent 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
Amica has no authority to extend time of payment of premiums, or to waive
or extend any obligation or condition of the Excess Flood Insurance Policy,
or incur any liability on behalf of the General Agent or the Excess Flood
Insurance Carrier.
IV. GENERAL AGREEMENTS
A. The General Agent, through the Excess Flood Insurance Carrier, shall
provide direct billed renewal premium notice to the designated payor
of the Excess Flood Insurance policy prior to the expiration date of
the policy and shall provide Amica with either list notice or
individual notice of the upcoming expiration of the policies serviced
by Amica under this Addendum.
B. All provisions within this Agreement, not inconsistent with this
Addendum, are applicable to any duty, compensation, limitation of
authority or general agreement specified by this Addendum.
This Addendum is hereby agreed to and shall become effective on the 1ST day
of OCTOBER 1997.
AMICA
Signed This 4th day of By: /s/ Richard R. McLaughlin Jr.
December, 1997 -----------------------------
Title: Vice President
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Agency: Amica Mutual Ins. Company
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Agency No.: 38-89760
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BANKERS UNDERWRITERS, INC.
Signed This 8th day of By: /s/ Kelly K. King
December, 1997 -----------------------------
Title: Vice President
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