Exhibit 10.196
CANANWILL, INC.
1000 MILWAUKEE AVENUE, GLENVIEW, IL 60025 - (800) 523-0719
COMMERCIAL INSURANCE PREMIUM FINANCE AND SECURITY AGREEMENT
<Table>
Contract Number
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Agent Number Quote Number
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NC LIC. #B-116,SC LIC. #99 A2265 JAN082202001A-1
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</Table>
<Table>
Name and Address of Insured (Exactly as Shown on Policy) ("Insured") Name and Address of Insured's Agent ("Agent")
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MEADOW VALLEY CONTRACTORS & AON RISK SVCS OF IRVINE.
ALL INSURDS COVERD BY THE POLS 1901 MAIN STREET STE 300
LISTED BELOW IRVINE CA 92614
4411 S. 40TH STREET STE D-11
PHOENIX AZ 85082-0726
Telephone Number: (602) 437-5400 Telephone Number: (949) 608-6300
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</Table>
<Table>
Policyholder Designation (Check One): Type of Agreement (Check One:)
( ) Proprietorship ( ) New Indicate contract number of
( ) Partnership (X) Corporation (X) Additional Premium current policy being financed. 0303732894
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</Table>
SCHEDULE OF POLICIES COVERED BY THIS AGREEMENT
<Table>
FOR POLICY NUMBER FULL NAME OF INSURANCE COMPANY AND TYPE OF TERM POLICY POLICY
COMPANY ADDRESS OF BRANCH REPORTING OFFICE AND INSUR- IN EFFECTIVE PREMIUM
USE ONLY Prefix Number FULL NAME AND ADDRESS OF GENERAL AGENT ANCE MONTHS DATE
Mo. Day Year
01282 COMBINED SPECIALTY INSURANCE GL 12 9 01 02 737,118.00
01282 COMBINED SPECIALTY INSURANCE WC 12 9 01 02 409,305.00
08957 ROYAL INDEMNITY COMPANY UMB 12 9 01 02 310,000.00
B0203 COONEY, RIKARD, & CURTAIN
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NY: Charge under Section 2119 of New York Insurance Law for FLORIDA DOCUMENTARY
obtaining and servicing these policies. If none, state "None", $_____ STAMP TAX $ 0.00
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CASH PRICE
(Total Premiums) $1,456,423.00
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</Table>
<Table>
["CI Logo"] DISCLOSURE STATEMENT - PAYMENT SCHEDULE
Payment Plan: (X) Monthly ( ) Quarterly ( ) Annually
Number of Payments 10 First Payment Due October 06, 2002
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Subsequent payments are due on the same day of each succeeding period.
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</Table>
<Table>
<Caption>
CASH (-) CASH (=) AMOUNT (+) FINANCE (=) TOTAL OF AMOUNT ANNUAL
PRICE DOWN FINANCED CHARGE PAYMENTS OF PERCENTAGE RATE
PAYMENT The amount of The dollar amount The amount you will have EACH The cost of your
credit provided the credit will paid when you have made PAYMENT credit as a
on your behalf. cost you. all scheduled payments. yearly rate.
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1,456,423.00 218,463.45 1,237,959.55 27,111.15 1,265,070.70 126,507.07 4.75%
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</Table>
CANANWILL, INC. (HEREIN AFTER CALLED CANANWILL)
1000 MILWAUKEE AVENUE, GLENVIEW, IL 60025 - (800) 523-0719
Prepayment: The Insured may prepay in full at any time and receive a
refund of the unearned finance charge, calculated according to the Rule of 78's
(actuarial method in AR, AZ, CA, MA NJ, OR, PA, VT; short rate method in SC),
and subject to a nonrefundable charge stated on page two. Minimum refund is
$1.00.
Security Interest: The insured assigns to Cananwill as security for
payment of this agreement all sums payable to the Insured with reference to the
policies listed above, including, among other things, any gross return premiums
and any payment on account of loss which results in reduction of unearned
premium in accordance with the term of said policies.
Delinquency charge: The Insured agrees that upon default in payment of any
installment five days or more (more than 5 days in IL, MS, OH) to pay a
Delinquency Charge of 5% of the delinquent installment. In AK, CA, DE, MI, MN,
ND, NM, NJ, OR, TN, TX, the Delinquency Charge is not due until installment is
in default for ten days or more, more than 10 days in MA, 7 days in VA. Maximum
delinquency charge is $5 in DE, MT, ND; $100 in MD; $500 in NM; 1-1/2% of the
installment in NJ with a minimum of $25. In AK, OR: for delinquent payments of
less than $250, the delinquency charge is the lesser of 5% of the payment or
$5, otherwise the delinquency charge is 2% of the payment. KS: Delinquency
charge is $5 plus 2% of the installment in default.
Cancellation Charge: The Insured agrees that if a default results in
cancellation of the policy(ies) to pay a Cancellation Charge in the amount
stated on page two. (Not applicable in KY, TX, NC)
See the provisions on page two for additional information about nonpayment
default, and any repayment in full before the scheduled date and any prepayment
refunds or penalties.
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NOTICE 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT, INCLUDING THE WRITING
TO ON PAGE TWO, OR IF IT CONTAINS ANY BLANKS. 2. YOU ARE ENTITLED TO A
INSURED: COMPLETELY FILLED IN COPY OF THIS AGREEMENT AT THE TIME YOU SIGN IT. 3.
YOU UNDERSTAND AND HAVE RECEIVED A COPY OF THIS AGREEMENT. KEEP IT TO
PROTECT YOUR LEGAL RIGHTS. 4. UNDER THE LAW YOU HAVE THE RIGHT TO PAY
OFF IN ADVANCE THE FULL AMOUNT DUE AND UNDER CERTAIN CONDITIONS TO
OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE. 5. SEE PAGE TWO FOR
IMPORTANT INFORMATION.
All Insureds must sign as named in policies. If corporation, authorized officers
must sign; if partnership, partner should sign as such; signatory acting in
representative capacity represents that all Insureds have authorized this
transaction and have authorized signatory to receive all notices hereunder. By
signing below each Insured jointly and severally agrees to make all payments
required by this Agreement and to be bound by all provisions of this Agreement,
including those on page two. You are not required to enter into an insurance
premium financing financing arrangement as a condition to the purchase of any
insurance policy.
By /s/ Kenneth D. Nelson, Vice President Date 9-9-02
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KENNETH D. NELSON, VICE PRESIDENT
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(Typed Name and Title)
AGENT'S REPRESENTATIONS AND WARRANTIES
The undersigned Agent has read the Insurance Agent's Representations and
Warranties on page two and makes all such representations and warranties
recited therein and agrees to be bound by the terms of this Agreement.
By Date
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(Signature of Agent)
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(Typed Name and Title)
THE INSURED (JOINTLY AND SEVERALLY IF MORE THAN ONE) AGREES AS FOLLOWS:
1. In consideration of the payment by Cananwill of the Amount Financed,
Insured agrees to pay the Cash Down Payment to the insurance company(ies)
listed in the Schedule of Policies, and to pay Cananwill the Total of Payments
in accordance with the terms of this Agreement. Interest is computed on an
annual basis of 12 months of 30 days each.
2. Insured assigns to Cananwill as security for the total amount payable
hereunder all sums payable to the Insured under the listed Policies, including,
among other things, any gross unearned premiums and any payment on account of
loss which results in a reduction of unearned premium in accordance with the
terms of said policies.
3. Insured hereby irrevocably appoints Cananwill as its Attorney-in-Fact upon
the occurrence of an Event of Default (defined below) and, after proper notice
has been mailed as required by law, grants to Cananwill authority to effect
cancellation of policy(ies) listed in the Schedule of Policies ("Policies"),
and to receive any unearned premium or other amounts with respect to the
Policies assigned as security herein, and to sign any check or draft issued
therefor in Insured's name and to direct the insurance companies to make said
check or draft payable to Cananwill. Insured agrees that proof of mailing any
notice hereunder constitutes proof of receipt of such notice.
4. Insured agrees that any payments made and accepted after Policy
cancellation shall not constitute reinstatement or obligate Cananwill to
request reinstatement of such insurance Policy(ies), and Insured acknowledges
that Cananwill has no authority to reinstate coverage, and that such payments
may be applied to Insured's indebtedness hereunder.
5. Insured agrees not to assign the Policy(ies) except for the interest of
mortgagees or loss payees, without the written consent of Cananwill. Cananwill
may assign this Agreement without Insured's consent, and all rights conferred
upon Cananwill shall inure to Cananwill's successors and assigns.
6. Except in KY and VT, Insured agrees to pay a fee of $15.00 in the event of a
dishonored check. ($5.00 in CA; $10 in AZ, MA, MD, OH, VI; $7.50 in NV, not to
exceed Cananwill's cost in NJ).
7. An Event of Default occurs when the Insured does not pay any installment
according to the terms of this Agreement or (except in MD) fails to comply with
any of the terms of the Agreement or (except in MD) if any of the Policies are
cancelled for any reason. If an Event of Default occurs and after giving notice
as required by law, all amounts due under this Agreement become immediately due
and payable and the Insured is liable for all amounts described herein,
including any unpaid balance remaining after application of the unearned
premiums. If an Event of Default occurs, Cananwill may at its option pursue the
following remedies:
- - After proper notice has been given as required by law, Cananwill may
immediately cancel the Policy(ies) and collect any unearned premiums or
other amounts payable under said Policies. Unearned premiums shall be
payable to Cananwill only.
- - Cananwill may take all necessary actions to enforce payment of this debt.
To the extent not prohibited or limited by applicable law, Cananwill is
entitled to collection costs and expenses incurred while enforcing its
rights under this Agreement and to reasonable attorney's fees if this
Agreement is referred to an attorney who is not a salaried employee of
Cananwill for collection or enforcement (not permitted in KY; total of
collection costs and attorney's fees is limited to 20% of the unpaid
balance in AZ, FL, MO, MS, NH, NV, NY, VI; 15% of unpaid balance in TN; 25%
of unpaid balance in VT).
- - Except in AK, KY, MI, NC, VT and the other states listed herein, after
cancellation, Insured agrees to pay interest on the unpaid balance
(calculated according to the Rule of 78's (actuarial method in AR, AZ, CA,
NJ, OR, PA; short rate method in SC) as of the schedule due date of the
first delinquent payment leading to cancellation of the Policies) at the
rate of 1% per month (in AR, NM, TX, at the Annual Percentage Rate stated
on page one), or at the highest rate permitted by law, whichever is less,
until the entire balance of this loan is paid in full. In MA, Insured
agrees to pay interest at the rate of 1% per month on the difference
between the unpaid balance on the date of cancellation (computed according
to the actuarial method) and the unearned premiums received by Cananwill
on the cancelled Policies, for the period from the date of cancellation
until the balance is paid in full.
- - In AL, DC, DE, IL, KS, NY and WA, after cancellation, Insured agrees that
Cananwill may recompute the total finance charge due under this Agreement
on the original amount financed, at the rate and in the manner described in
this paragraph from the first effective date of the Policies through the
last originally scheduled installment date, and Insured agrees to pay this
amount, subject to the provisions on prepayment in full. That rate, stated
as a dollar amount per year for each $100 of amount financed is as follows:
$9 in AL, DE; $10 in DC, IL, WA; $12 in KS; $14 in NY.
- - Cananwill may offset and deduct from any amounts Cananwill owes to Insured
with respect to any Policies financed hereunder, any amounts which Insured
owes to Cananwill under this or (except in KY, MD, NC and TX) any other
agreement.
8. Insured agrees to pay a non-refundable service fee of $10 in AK, AZ, CT, DE,
KS, LA, MO, NY, PA, WA, WI; $12 in NJ; $12.50 in MT; $15 in AL, KY, NC, RI, SC,
TN, VA; $16 in MA; $18 in MI; $20 in DC, FL, GA, MD, MN, OH; $25 in CO, HI, IA,
ID, IN, ME, NE, ND, NV, OK, SD, UT, VI, WV, WY; the lesser of $50 or 10% of the
amount financed in OR. In CA, the minimum finance charge is $25. In IL, the
non-refundable service charge is $20 if the amount financed is less than $500,
$30 if the amount financed is $500 or more but less than $1,000, or $40 if the
amount financed is over $1,000. In NJ, if this loan is prepaid in full, Insured
agrees to pay an additional charge of $20 of any loan of $2,000 or less, 1% of
the loan for loans over $2,000 up to and including $5,000 and $100 on loans over
$5,000.
9. Insured agrees to pay a cancellation charge of $5 in TN, VI; $10 in MN, ND,
OH; $15 in AL, AZ, GA, MO, MS, RI, WI; $25 in CO, HI, IA, ID, IN, LA, ME, NE,
OK, SD, UT, WV, WY; the greater of 2% of the unpaid balance or $5 in MA; the
difference between the delinquency charge assessed and; $5 in DE, MI, MT, NJ,
NY, OR, WA; $10 in DC; $15 in NH; $100 in MD.
10. Insured agrees to pay promptly to the insurer any additional premiums due
on the Policies.
11. The Agent is not the agent of Cananwill and the Agent cannot bind
Cananwill. Cananwill is not the Agent of any insurer and is not liable for any
acts or omissions of any insurer. Insured acknowledges that it has chosen to
do business with the Agent and the insurance companies issuing the Policies,
and that the insolvency, fraud, defalcation or other action or failure to act
by any of them shall not relieve or diminish Insured's obligations to Cananwill
hereunder.
12. Except in MD, and if not prohibited by applicable law, Cananwill may insert
the name of the insurer, policy numbers and first installment due date if
omitted and if policy has not been issued at the time of signature.
13. This Agreement shall have no force or effect until accepted by Cananwill.
All rights and remedies in this Agreement are cumulative and not exclusive. If
any part of this Agreement is determined to be invalid or unenforceable, the
remaining provisions of this Agreement shall continue to be in full force and
effect. Neither Cananwill nor its assignee shall be liable for any loss or
damage to the Insured by reason of failure of any insurance company to issue or
maintain in force any of the Policies or by reason of the exercise by Cananwill
or its assignee of the rights conferred herein. This Agreement constitutes the
entire Agreement between Cananwill and Insured and may not be modified except
as agreed upon in writing. Cananwill's acceptance of late or partial payments
shall not be deemed a waiver by Cananwill of any provisions of this Agreement,
and Cananwill is entitled to require Insured to strictly comply with the terms
hereof. Except in AR, this Agreement is governed by the law of the state of the
Insured's address shown on page one of this Agreement. In AR, this Agreement is
governed by the law of the state where this Agreement is accepted by Cananwill.
If any amount contracted for or received by Cananwill is determined to violate
any law or regulation Cananwill may return such prohibited amount to Insured
without any further liability therefor (waiver of liability not applicable in
KY).
14. Insured represents and warrants that the proceeds of this loan are to be
used to purchase insurance for other than personal, family or household
purposes and that all information provided herein or in connection with this
Agreement is true, correct, complete and not misleading.
15. CALIFORNIA RESIDENTS ONLY: FOR INFORMATION CONTACT THE DEPARTMENT OF
CORPORATIONS, STATE OF CALIFORNIA.
Insured agrees that, in accordance with Section 18608 of the California
Financial Code, Cananwill's liability to Insured upon the exercise of
Cananwill's authority to cancel the Policies shall be limited to the amount of
the principal balance of this loan, except in the event of Cananwill's willful
failure to mail the notice of cancellation required under California law.
IN CONNECTION WITH THE POLICIES SCHEDULED ON PAGE ONE, THE AGENT REPRESENTS AND
WARRANTS TO CANANWILL, ITS SUCCESSORS AND ASSIGNS THAT:
1. Deposit premiums are not less than the anticipated premiums to be earned for
the full terms of the Policies.
2. All of the scheduled Policies or bonds in this Agreement are cancellable by
standard short rate or pro-rata tables.
3. When cancellation is requested by Insured or by Cananwill, none of the
Policies require advance notice of cancellation to any party, other than any
notice required to be given by Cananwill, and there are no audit or reporting
form policies, Policies subject to retrospective rating or to minimum earned
premiums except as indicated in the Schedule of Policies.
4. We are the authorized policy issuing Agent of the insurance companies or the
broker placing the coverage directly with the insurance company on all Policies
except as indicated in the Schedule of Policies.
5. The Insured(s) signature(s) on both pages one and two hereof are genuine, the
Insured has not paid for the scheduled Policies other than as described herein,
the Insured(s) have received a copy of this Agreement, this Agreement is valid
and enforceable and there are no defenses to it. The scheduled Policies are in
full force and effect and the premiums indicated are correct for the term of the
Policies, and all other information relating to the Policies and the Insured is
complete and correct. None of the Policies have been financed on an installment
payment plan provided by the insurance company(ies), or are noncancellable
policy(ies), or policies written for a term of less than one year. The Agent
recognizes the Insured's assignment of the unearned premiums and upon
cancellation of any of the scheduled Policies agrees to pay promptly any
unearned commissions to Cananwill and to pay to Cananwill the unearned premiums
immediately upon receipt. Agent shall not deduct any amounts which Insured owes
to Agent from any amounts owing to Cananwill hereunder. The Policies are not for
personal, family or household purposes.
6. A proceeding in bankruptcy, receivership or insolvency has not been
instituted by or against the Insured or if the Insured is the subject of such a
proceeding, it is noted on the Agreement in the space in which the Insured's
name and address is placed.
7. If the Agreement has been signed by the Agent on behalf of the Insured, the
Agent has the authority to act in this capacity and the Agent has provided the
Insured with a complete copy of this Agreement.
8. There are no exceptions to the Policies financed other than those indicated,
and the Policy(ies) comply with Cananwill's eligibility requirements.
9. The Cash Down Payment, and any installments due from the Insured which Agent
has agreed to collect, have been collected from the Insured.
10. Agent is not an agent of Cananwill and is not authorized to bind Cananwill
and has not made any representation to the contrary.
The Agent agrees to promptly remit all funds received from Cananwill and the
Insured for the financed Policies and due to the insurance company(ies) issuing
such Policies. Agent shall be liable to Cananwill for any losses, costs, damages
or other expenses (including attorney's fees) incurred by Cananwill or its
assignee as a result of or in connection with any untrue or misleading
representation or warranty made by Agent hereunder, or otherwise arising out of
the breach by Agent of this Agreement. Agent shall promptly notify Cananwill of
any unpaid increased premiums for the Polices.
Signatures: Insured /s/ Illegible Date 9-9-02
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Agent Date
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