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EXHIBIT 10.76
TAX ALLOCATION AGREEMENT
This Tax Allocation Agreement is executed to be effective as of the 31st
day of July, 1998, by and between Insurance Management Solutions Group, Inc.
(herein, "IMSG") and each of the subsidiaries of IMSG: Insurance Management
Solutions, Inc. and Geotrac of America, Inc. f/k/a Bankers Hazard Determination
Services, Inc., a Florida corporation and Geotrac, Inc., an Ohio Corporation
(herein collectively called, "Consolidated Group"). For convenience, each
corporation within the Consolidated Group shall be called, "Member".
R E C I T A L S :
1. IMSG is the ultimate United States domestic controlling corporation in the
Consolidated Group.
2. The Consolidated Group has previously filed a consolidated income tax
return with the Internal Revenue Service in conformance with that certain Tax
Allocation Agreement dated December 3, 1982, and an Amended and Completely
Restated Tax Allocation Agreement effective October 1, 1993 by and among
Bankers International Financial Corporation (herein "BIFC") and its various
subsidiaries (herein, "Prior Agreements").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, as well for other good and valuable consideration, the
parties hereto do covenant and agree as follows:
1. The Prior Agreements were terminated between BIFC and IMSG effective as
of the close of business on July 31, 1998.
2. A U.S. consolidated income tax return shall be filed by IMSG for each
taxable year in respect of which this Agreement is in effect and for which the
Consolidated Group is required or permitted to file a consolidated tax return.
Each Member shall execute and file such consent, elections, and other documents
that may be required or appropriate for the proper filing of such returns.
3. (a) For each taxable period, each Member shall compute its separate tax
liability as if it had filed a separate tax return in accordance with Treasury
Reg. Section 1.1552-(1) (a) (2).
(b) For each taxable period, the Consolidated Group shall compute its
tax liability on a consolidated basis as provided in Treasury Reg.
Section 1.1501 et seq.
(c) For each taxable period, in accordance with Treasury Reg.
Section 1.1502-33 (d)(2)(ii), an additional amount shall be allocated to each
Member to the extent the Member's tax liability computed on a separate return
basis exceeds the portion of the consolidated tax liability apportioned to such
member under Treasury Reg. Section 1.1552 (1)(a)(2).
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(d) Each Member whose tax liability has been reduced by reason of the
filing of a consolidated return and the appropriation of foreign tax credits,
investment credits, losses, or any loss carry over (herein collectively called,
"Credits") generated by other Members shall pay to IMSG, or such Member as IMSG
may direct, cash in the amount of such tax savings.
(e) IMSG shall pay (or cause to be paid) to each Member the amount of
any Credits generated by that Member to the extent actually used in the
consolidated return. Payment shall be equal to the savings generated by the
Credits.
(f) Once a Member is paid for its Credits, it cannot use such Credits
in the calculation of its tax liability on the "separate return basis." Any of
the Members' Credits which are not used in the consolidated return and for
which it has not been paid shall be retained by the Member for possible future
use.
(g) For purposes of this Agreement, a separate return is defined as a
return completed by an insurer as if it were and had been filed as a separate
individual tax payer. However, intercompany transactions which are deferred
under the consolidated tax return filing will be recognized.
4. All settlements under this Agreement shall be made within 30 days of
the filing of the applicable estimated or actual consolidated federal corporate
income tax return with the Internal Revenue Service, except where a refund is
due the parent, in which case payment may be deferred to the Member within 30
days of receipt of such refund. All settlements shall be in cash or securities
eligible as investments for an insurance company organized and existing under
the laws of the State of Florida. Securities shall be valued at market value.
5. If taxable income, special deductions or credits reported in a
consolidated federal income tax return are revised by the Internal Revenue
Service or other appropriate authority, a recalculation of the tax liability
for all parties to the Agreement shall be made.
6. This Agreement shall be terminated if:
(h) The parties agree in writing to such termination;
(i) Membership in the Consolidated Group (or the Consolidated
Group itself) ceases or is terminated for any reason; or
(j) The Consolidated Group fails to file a consolidated
return for any taxable year.
7. Notwithstanding the termination of this Agreement, its provisions will
remain in effect with respect to any period of time during the tax year in
which the termination occurs, for which the income of the terminating party
must be included in a consolidated income tax return. Further, notwithstanding
any termination of this Agreement, all material including, but not limited to,
returns, supporting schedules, work papers, correspondence and other documents
relating to the consolidated return shall be made available to any Member
during regular business hours.
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8. This Agreement shall not be assignable by any Member without the prior
written consent of all of the other Members.
9. Any unresolved difference between the parties arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association and the Expedited Procedures thereof, and judgment upon
the award rendered by the Arbitrator may be entered in any Court having
jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals in
St. Petersburg, Florida.
Insurance Management Solutions Group, Inc. (and designated subsidiaries)
Attest:
By: /s/ Kelly K. King By: /s/ Jeffrey S. Bragg
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Kelly K. King, Secretary Jeffrey S. Bragg, Vice President
Date: 8/14/98 Date: 8/14/98
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ADDENDUM TO TAX ALLOCATION AGREEMENT
This is an addendum to the Tax Allocation Agreement ("Agreement") which
was executed to be effective the 31st day of July, 1998 by and between
Insurance Management Solutions Group, Inc. ("IMSG") and each of the
subsidiaries of IMSG: Insurance Management Solutions, Inc. and Geotrac of
America, Inc. f/k/a Bankers Hazard Determination Services, Inc., a Florida
corporation, and Geotrac, Inc., an Ohio corporation (herein collectively called
"Consolidated Group"). For convenience, each corporation within the
Consolidated Group shall be called, "Member".
R E C I T A L S
WHEREAS, the Agreement included all of the subsidiaries of IMSG at the
time the Agreement was executed; and
WHEREAS, in October, 1998, IMSG created another wholly owned subsidiary
known as IMS Direct, Inc. ("Direct"); and
WHEREAS, the parties desire that Direct be treated as a Member of the
Consolidated Group.
NOW, THEREFORE, in consideration of mutual covenants and agreements and
hereinafter set forth as well as other good and valuable consideration, the
parties hereto do covenant and agree as follows:
1. As of the date of its incorporation, Direct shall become a Member of
the Consolidated Group and consents to being bound by all the terms
and conditions of the Agreement and this Addendum.
2. Except for the terms of this Addendum, all other terms of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals in
St. Petersburg, Florida.
WITNESSES: INSURANCE MANAGEMENT SOLUTIONS
GROUP, INC.
By: /s/ Jeffrey S. Bragg
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As Its: COO
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Date:
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WITNESSES: IMS DIRECT, INC.
By: /s/ Kelly K. King
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As Its: CFO
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Date: 12/2/98
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