INSURANCE MANAGEMENT SOLUTIONS GROUP INC
CLAIMS SERVICE AGREEMENR, DATED 2/17/2003
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<TYPE>EX-10.6
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<FILENAME>dex106.txt
<DESCRIPTION>CLAIMS SERVICE AGREEMENR, DATED 2/17/2003
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                                                                    EXHIBIT 10.6

                            CLAIMS SERVICE AGREEMENT

This agreement is among the TEXAS FAIR PLAN ASSOCIATION ("Association"), the
FAIR Plan's administrator TEXAS WINDSTORM INSURANCE ASSOCIATION ("TWIA"), and
INSURANCE MANAGEMENT SOLUTIONS, INC.("Servicer"), a corporation authorized to
serve as claims administrator, having a business address at 801 94TH Avenue
North, St. Petersburg, FL 33702. Association, TWIA and Servicer hereby agree
that Servicer will provide claims services to Association and TWIA for claims
ensuing from policies of the Association's Texas Policies of insurance issued
pursuant to Art. 21.49A, TEX. INS. Code and the Association Plan of Operation
according to the following terms and conditions:

1.   EFFECTIVE DATE, TERM, AND CANCELLATION

     This Agreement is effective as of February 17, 2003, and shall continue in
     effect continuously until terminated by either party with sixty (60) days
     written notice to the other party.

2.   OBLIGATIONS OF SERVICER

     The obligations of Servicer under this Agreement are to:

     (A)  Employ properly licensed claims adjusters ("Adjusters") to adjust
          Claims and to exercise its best efforts to ensure that every adjuster,
          investigator, and appraiser, whether an employee of Servicer or a
          third party vendor, is in compliance with every applicable code,
          statute, law or regulation.

     (B)  Use only Texas licensed adjusters and Texas defense attorneys approved
          by the Association or TWIA to investigate, adjust, settle, pay, defend
          or provide legal opinions regarding Claims of the Association and
          otherwise administer Claims, to the extent it deems necessary in
          accordance with its best professional judgment and subject to the
          approval of the Association or TWIA. Servicer may meet its obligation
          by engaging at its discretion and on behalf of Association and TWIA,
          the services of persons or firms other than Servicer and Adjusters,
          provided use of such other persons or firms does not violate any Texas
          statutory or regulatory requirement. Servicer does not have an
          obligation to continually seek approval of Servicer's employees
          involved in the administration of claims under this Agreement however
          the Association or TWIA can request that an employee of Servicer or a
          previously approved third party vendor no longer handle Claims of the
          Association and Servicer will comply with all such reasonable
          requests.

     (C)  With respect to those claims which fall within the authority limit of
          Servicer set forth in Schedule A of this Agreement, Servicer shall:

               .    Determine the amount of any settlement, including Allocated
                    Loss Adjustment Expenses, which should be paid on behalf of
                    Association for all Claims.

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               .    In those instances where the policy on which a Claim has
                    been filed contains language subrogating the rights of the
                    insured to the Association, Servicer will pursue collection
                    in accordance with guidelines approved in writing by
                    Association or TWIA; however, if such efforts are not
                    successful Servicer will inform the person or entity alleged
                    to have caused the loss that the matter will be turned over
                    to legal counsel for collection. The Association and TWIA
                    shall have the right of approval of any legal counsel
                    engaged in this respect, and Association shall be
                    responsible for the payment of the additional collection
                    expenses as an Allocated Loss Adjustment Expense, as defined
                    in item 6(A), Definitions.

               .    Make payment for settlement of claims and for Allocated Loss
                    Adjustment Expenses, including attorneys' fees and defense
                    costs, out of funds provided by the Association. Association
                    agrees that Servicer has no obligation to pay or otherwise
                    expend its funds for payment of Claims or Allocated Loss
                    Adjustment Expenses.

               .    Maintain a claim file on each reported Claim at the St.
                    Petersburg, FL office of Servicer. The claim files will be
                    the property of the Association and will be available for
                    inspection by the Association or TWIA upon reasonable
                    notice. Servicer shall store and retain all records produced
                    under this Agreement in accordance with the record retention
                    requirements of the Texas Department of Insurance and
                    accepted industry practice.

               .    Provide statistical or loss experience reports concerning
                    Claim status, Claims services, and Claims payments on a
                    monthly basis containing the content and the format required
                    by the Association or TWIA.

               .    Comply with all other terms of this Agreement.

               .    Maintain reserve amounts set at amounts that reflect the
                    probable cost to close Claims.

               .    Establish and maintain capacity for online Claims review by
                    the Association and TWIA.

               .    Maintain complaint log records in accordance with guidelines
                    provided by the Association and TWIA.

               .    Provide prior written notice of any files to be referred to
                    the Texas Department of Insurance Fraud Unit.

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     D    With respect to all Claims which fall outside Servicer's authority
          limit set forth in Schedule A Servicer shall perform all the services
          in C. above, subject however to Servicer's limit of authority, and
          Servicer shall also:

               .    Send to the Association or TWIA a report within 30 days of
                    posting a reserve outside the Servicer's authority limit or
                    of Servicer's determination of the existence of other
                    criteria identifying the Claim as falling outside the
                    authority limit. The report shall be in a format approved by
                    the Association or TWIA.

               .    Send to the Association or TWIA additional information or
                    reports on Claims outside Servicer's authority as the
                    Association or TWIA may require on a case by case basis.

               .    Obtain written authorization for a settlement or payment in
                    excess of the authorized payment amount set out in Schedule
                    A of the Agreement.

3.   OBLIGATIONS OF ASSOCIATION

     The obligations of Association under this Agreement are to:

     (A)  Refer to Servicer all Claims which fall within the terms of this
          Agreement immediately following receipt by the Association or TWIA of
          notice of the Claim.

     (B)  Pay consideration monthly to Servicer in accordance with the terms of
          this Agreement.

     (C)  Maintain sufficient monies with Servicer in the Claim Fund at all
          times so that Servicer may pay Claims and Allocated Loss Adjustment
          Expenses as required.

     (D)  Reimburse the Claim Fund on a daily basis or as needed.

     (E)  Notify reinsurers and others of any Claim required by Association to
          be reported to them for any reason.

     (F)  Pay monthly to Servicer the fees as provided in Schedule A,
          Compensation of Servicer.

     (G)  Comply with all other terms and conditions of this Agreement.

4.   ADMINISTRATIVE PROVISIONS

     (A)  Servicer has full authority and control in all matters pertaining to
          the investigation, adjustment, and administration of Claims covered by
          this Agreement, subject to the ultimate authority of Association or
          TWIA and the Discretionary Settlement Authority Limit.

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     (B)  This Agreement is for the sole benefit of the parties. Servicer shall
          not be liable to any person not a party to this Agreement for any
          loss, liability, damage, or expense relating in any way to the
          services provided under this Agreement.

     (C)  Servicer has the right and duty to manage and conserve deposits of
          Association into a Trust account of a standard bank acceptable to the
          Association and TWIA and endorse checks. The Trust Fund is to be used
          by Servicer to pay obligations of the Association, including Claim
          settlements and Allocated Loss Adjustment Expenses. All Association or
          TWIA funds shall be held by Servicer as a fiduciary.

     (D)  Servicer has the right and duty to communicate with any reinsurer
          providing excess coverage (collectively "reinsurers") as required by
          the Association or TWIA. Servicer shall provide information to any
          such reinsurer, including data which relates to any open or closed
          Claim or loss, regardless of whether such Claim or loss involves or
          may involve that reinsurer, provided a full copy of such information
          is simultaneously provided to the Association.

     (E)  The parties agree that the TWIA is entering into this Agreement for
          the limited purposes of: receiving the benefits of the indemnification
          provided by the Servicer hereunder; and acquiring the rights to
          enforce the provisions of this Agreement. The parties further agree
          that the TWIA will have no liability to the Servicer under this
          Agreement.

     (F)  The Association and TWIA have authority to audit the files, business
          records and services of Servicer related to this Agreement. The
          Servicer, during the term of this Agreement and subsequent to any
          termination, unless otherwise instructed by the Association or the
          TWIA in writing, shall retain policy files and other relevant
          documentation in accordance with instructions received from the
          Association or the TWIA for a period not to exceed two years following
          the termination of this Agreement or any renewal or extension thereof.
          The Association shall reimburse the Servicer for its reasonable costs
          of shipment of such files and documentation to the Association or its
          designee.

5.   ESTABLISHMENT OF ACCOUNT

     (A)  Association and TWIA shall open a deposit account at a commercial
          bank.

     (B)  The account shall be closed following termination of this Agreement,
          continuing long enough after contract termination for Servicer to
          responsibly reconcile any outstanding checks and statements. Upon
          termination, all funds in this account shall be distributed to the
          Association.

6.   DEFINITIONS

     (A)  Allocated Loss Adjustment Expense means any cost or expense incurred
          by Servicer on behalf of Association as a result of engaging the
          service of firms or persons other than Servicer and Servicer's
          employees for work in connection with the investigation, adjustment,
          settlement or defense of a Claim. Allocated Loss

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          Adjustment Expenses include, but are not limited to the following: all
          costs and expenses associated with subrogation; salvage;
          rehabilitation; medical cost management; property, or other physical
          damage; appraisals by others ; all court costs, fees, and expenses;
          fees for service of process; fees to attorneys; the cost of services
          of undercover operations and detectives; fees of independent adjusters
          for investigation or adjustment of Claims in areas removed from
          reasonable access by Adjusters outside the State of Texas; the cost of
          employing experts for the purpose of preparing maps, photographs,
          diagrams, and chemical or physical analysis, or for expert advice or
          opinion; the cost of obtaining copies of any public records; the costs
          of depositions and court reporters or recorded statements; and
          additional fees associated with adjustment of catastrophe claims.

     (B)  Cancellation means the termination of this Agreement after one party
          has given sixty (60) days prior written notice of cancellation to the
          other party to this Agreement.

     (C)  Claim(s) means any demand for the benefits provided under subject
          Policies of insurance lawfully issued by Association.

     (D)  Claim Fund means the money made available by Association to Servicer
          for use in paying Allocated Loss Adjustment Expenses, Claims, and
          defense costs.

     (E)  Discretionary Settlement Authority Limit means the total amount of
          money specified in Schedule A, item 5 which Association authorizes
          Servicer to spend without seeking prior approval from Association in
          order to settle any single Claim. Such limit may be changed in the
          sole discretion of Association or TWIA without affecting the other
          terms and conditions of this Agreement. Allocated Loss Adjustment
          Expenses and legal costs are subject to, and included in, the
          Discretionary Settlement Limit.

     (F)  Policies means insurance policies of the Association pursuant to Art.
          21.49A, TEX. INS. Code and the Association's Plan of Operation.

7.   GENERAL PROVISIONS

     (A)  Servicer represents and warrants that this Agreement has been duly
          authorized and is binding upon Servicer.

     (B)  This Agreement shall be construed in accordance with the laws of the
          State of Texas and shall inure to and be binding upon the parties
          hereto. Travis County, Texas shall be the venue for any litigation
          arising out of or related to this Agreement.

     (C)  This Agreement constitutes the entire Agreement between the parties.
          No amendments to or modifications of this Agreement shall be valid
          unless made in writing and executed by the parties in the form of an
          amendment to this Agreement.

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     (D)  If all or part of any covenant, condition, or other provision of this
          Agreement is declared by a court of competent jurisdiction to be
          invalid and not binding, such declaration shall in no way affect the
          validity of the other remaining covenants, conditions, and provisions
          of this Agreement.

     (E)  Servicer agrees to hold the Association and TWIA, their respective
          Boards and Governing Committee (individually or collectively),
          representatives or employees (the "Indemnified Party" or "Indemnified
          Parties") harmless and agrees to indemnify same from any civil
          penalties, damages, claims, causes of actions, or fines (including
          attorneys fees) imposed, or sought to be imposed against an
          Indemnified Party as a result of Servicer's performance, or failure or
          deficiency of performance of any undertakings, obligations, or actions
          under this Agreement. The foregoing "hold harmless" agreement shall
          not apply to liabilities incurred through the reasonable action or
          inaction of Servicer so long as the course of conduct is undertaken as
          required under the terms of this Agreement or at the express direction
          of the Association and in the good faith belief that Servicer is
          operating in accordance with all applicable laws of Texas, rules of
          the Department and the Plan of Operation of the Association.

     (F)  The Association agrees to hold Servicer harmless and agrees to
          indemnify Servicer from any civil penalties, charges, claims, causes
          of actions, or fines (including attorneys fees) imposed, or sought to
          be imposed against Servicer as a result of the Association's or TWIA's
          failure to perform any of their obligations under this Agreement or
          the performance of Servicer's duties and responsibilities under this
          Agreement or due to actions of Servicer which are at the express
          direction of the Association, TWIA or required by the Plan of
          Operation of the Association.

     (G)  This Agreement may not be assigned by either party without written
          consent of the other party.

     (H)  This Agreement shall be binding and inure to the benefit of the
          parties hereto and their successors and assigns.

     (I)  In the event any provision of this Agreement is contrary to any law or
          regulation governing the parties or their performance under this
          Agreement, such provision shall be modified, if possible, to conform
          to such law or regulation so as to as nearly as possible comply with
          the intent of the parties hereto.

     (J)  This Agreement supersedes all prior agreements between the parties
          hereto concerning the subject matter hereto and all such prior
          agreements shall be of no further force or effect.

     (K)  The headings and subheadings in this Agreement are inserted solely for
          reference purposes and shall have no substantial significance in the
          interpretation of this Agreement.

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                                            FAIR PLAN ASSOCIATION


                                            BY: /s/ Jim Oliver
                                                --------------------------------
                                                (Signature)

                                                Jim Oliver, General Manager
                                                (Printed name and title)


                                            TEXAS WINDSTORM INSURANCE
                                            ASSOCIATION


                                            BY: /s/ Jim Oliver
                                                --------------------------------
                                                (Signature)

                                                Jim Oliver, General Manager
                                                (Printed name and title)


                                            Insurance Management Solutions, Inc.

                                            ("SERVICER")


                                            BY: /s/ D.M. Howard
                                                --------------------------------
                                                (Signature)

                                                D.M. Howard, Pres/CEO
                                                (Printed name and title)

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                                   SCHEDULE A

                            COMPENSATION OF SERVICER

Claims Administration Fee:

1.   $250.00 for each non-Catastrophe claim file opened, plus applicable sales
     tax.

2.   $210.00 for each Catastrophe claim file opened, plus applicable sales tax.

3.   Catastrophe means an event or series of events that is assigned a unique
     catastrophe number by Property Claims Services.

4.   Claims Administration Fees shall be paid as follows:

     (a)  One-half when the claim file is opened; and

     (b)  One-half when the claim file is closed.

5.   Servicer's discretionary settlement authority limit for comprehensive
     personal liability is $10,000.00 per claim.

     Servicer's discretionary settlement authority limit for property claims is
     $25,000.00 per claim.

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