EXHIBIT 10.36
SERVICES AGREEMENT
This Agreement is made on November 5, 2004. Its parties are BUSINESS RISK
TECHNOLOGY, INC. ("BRT") and NORTH POINTE CASUALTY INSURANCE COMPANY, a Florida
insurer ("North Pointe").
BRT provides all information services functions for American Superior
Insurance Company, a Florida insurer in statutory rehabilitation ("American
Superior"). American Superior's data is currently located within BRT's systems.
The Florida Department of Financial Services, as Receiver for American Superior
Insurance Company ("Receiver') and North Pointe are entering into an agreement
by which North Pointe is purchasing the right to offer new policies for American
Superior's policyholders. North Pointe must have access to and confidence in the
American Superior data in BRT's systems before it can sign a final agreement
with the Receiver. This Agreement describes the services that BRT will provide
North Pointe related to its agreement with the Receiver, and the terms on which
those services will be provided.
1. THE AGREEMENT
BRT will provide the Services described below to North Pointe, within the
Timeframes. North Pointe will pay BRT the Service Fees. North Pointe will also
bear the Costs associated with providing the Services and pay BRT Access Fees
for access to its systems. All defined terms are explained below.
2. SERVICES
BRT will do the following, all of which are referred to as the "Services:"
1. Dump selected data for in-force policies currently maintained in the
American Superior INSMGMT system ("INSMGMT") into North Pointe's
format (see Attachment 1) at the time that the mass mailing to
current American Superior policyholders is created (the "Dump
Date').
2. Cross reference (i) all claims (whether now open or closed) that
reflect damage or loss to the properties insured with (ii) in-force
policies in INSMGMT on which a claim has been filed during the six
(6) month period ending on the Dump Date, and place a "flag" on all
policies with claims and a different "flag" on all policies without
claims.
3. Dump all data for all mobile home, DP-1 and Millers in-force
policies currently maintained on the American Superior WinBoard
system ("WinBoard") into a human-readable format.
4. Enter and test one (1) rate change as specified by North Pointe in
INSMGMT enabling North Pointe to generate quotes and prepare
applications via INSMGMT for the following products: HO3 Elite, HO6
Elite, DP3/2, HO 2/3, and HO 4/6.
5. Prepare the North Pointe pre-filled application (with the additional
fields and warranty language), remittance letter and premium quote
(substantially in the form specified in Attachment 2). With the
exception of the remittance letter and the additional fields and
warranty language on the application, all of these forms are
American Superior forms with cosmetic changes reflecting North
Pointe as insurer.
6. Prepare and send a bulk mailing to the non-WinBoard policyholders
whose in-force policies were flagged as being without claims within
the six (6) months ending on the Dump Date. Such mailing shall
include an explanatory letter from the Receiver (to be provided to
BRT by the Receiver), an introduction letter from North Pointe, a
pre-filled application, remittance letter, premium quote, and a
pre-stamped return envelope.
7. Prepare and send a bulk mailing to in-force WinBoard policyholders.
Such mailing shall include an explanatory letter from the Receiver
(to be provided to BRT by the Receiver) and a second form of
introduction letter from North Pointe for the WinBoard
policyholders.
8. Prepare and send a bulk mailing to non-WinBoard policyholders whose
in-force policies were flagged as having had claims filed within the
six (6) months ending on the Dump Date. Such mailing shall include
an explanatory letter from the Receiver (to be provided to BRT by
the Receiver) as to how they can obtain an offer of insurance and a
third form of introduction letter from North Pointe for those
non-WinBoard policyholders with claims.
9. Provide a copy of the following bulk mailed items to North Pointe:
(i) the pre-filled applications, remittance letters, and premium
quotes mailed under Service number 6; and (ii) the letters from
North Pointe mailed under Service numbers 7 and 8.
10. Send a single one-page letter to mortgagees, additional named
insureds, and additional named interested parties for in-force
policies maintained in INSMGMT.
11. Modify the agents' INSMGMT portal to provide agents with viewing
access to proposed policies with North Pointe including appropriate
branding, which are those documents (application, premium quote,
remittance letter) that were sent to the policyholders by North
Pointe and BRT, with the ability to print. BRT must retain the
ability for agents to access as currently available the American
Superior policies.
12. Provide North Pointe with read-only access to INSMGMT for as long as
access is available to the Receiver (or successor statutory
liquidator).
The parties anticipate entering into a separate agreement providing North Pointe
with ongoing access to historical data for actuarial purposes.
3. TIMEFRAMES
Time is of the essence of this Agreement. The parties will perform under this
Agreement pursuant to the following "Timeframes" (such times are subject to the
timely delivery of materials to BRT from North Pointe and the Receiver as may be
required herein):
11/02/04 North Pointe downloads the HO3 Elite format
11/03/04 North Pointe downloads the HO6 Elite format
11/04/04 North Pointe downloads the DP 3/2 format
11/05/04 North Pointe downloads the HO 2/3 format
11/06/04 North Pointe downloads the HO 4/6 format
BRT tests 20 files of HO3 Elite format and returns data to
North Pointe
11/08/04 BRT tests 20 files of HO6 Elite format and returns data to
North Pointe
11/09/04 BRT tests 20 files of DP 3/2 format and returns data to
North Pointe
11/10/04 BRT tests 20 files of HO 2/3 format and returns data to
North Pointe
11/11/04 BRT tests 20 files of HO 4/6 format and returns data to
North Pointe
11/12/04 BRT test dumps the WinBoard policies to North Pointe
11/15/04 BRT puts in the rate change, tests and verifies
11/17/04 BRT tests documents (a random sample of all policies ending
in a digit to be identified by North Pointe the day prior to
testing) and does data dump for those test documents
00/00-00/00 Xxxxx Xxxxxx verifies the BRT data dump and BRT makes
corrections
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11/23-24/04 BRT creates the mail product and does entire data dump
00/00-00/00 Xxxxx Xxxxxx verifies mail product and data dump
11/30/04 BRT mails final product
4. SERVICE FEES, COSTS AND ACCESS FEES
4.1 SERVICE FEES. North Pointe will pay BRT "Service Fees" for the
Services in these amounts and on this schedule:
FIRST PAYMENT. When the parties sign this Agreement, North Pointe will pay
BRT $10.000 (and an additional $5,000 for November's Access Fee, as
explained below).
SECOND PAYMENT. When BRT (i) tests 20 files of HO3 Elite format and
returns data to North Pointe and (ii) tests 20 files of HO6 Elite format
and returns data to North Pointe, North Pointe will pay BRT $20,000.
THIRD PAYMENT. When BRT tests documents (a random sample of all policies
ending in a digit to be identified by North Pointe the day prior to
testing) and does data dump for those test documents, and North Pointe
verifies the BRT data dump and documents, and BRT makes corrections, North
Pointe will pay BRT $25,000.
FOURTH PAYMENT. If BRT mails the final product on December 1, 2004 and the
packages mailed are "satisfactory" as that term is defined below, North
Pointe will pay BRT $35,000 by December 14, 2004. If BRT does not mail the
final product by December 1, 2004 or does so and the packages mailed are
"unsatisfactory" as that term is defined below, North Pointe will not make
a fourth payment to BRT.
North Pointe will wire transfer these monies to BRT using the following wire
transfer instructions, unless notified otherwise by BRT in writing:
Bank Name: Wachovia Bank, N.A.
ABA Number: 000000000
Account Number: 2020000432892
Account Name: Business Risk Technology, Inc.
To earn any of the payments described in this Agreement, except the first
payment (which is contingent strictly on the execution of this Agreement), BRT
must provide the services described in this Agreement in a manner that is
reasonably satisfactory to North Pointe. To provide a benchmark for the
definitions of "satisfactory" and "unsatisfactory," if ninety-eight (98%)
percent or more of the policies produced each time BRT provides data and
documents are completely accurate, BRT's performance will be deemed
satisfactory. Conversely, if more than two (2%) of the policies produced each
time BRT provides data and documents have an error, BRT will be deemed to have
performed unsatisfactorily. Therefore, for example, if BRT produces 40,000
packages each consisting of a pre-filled application, remittance letter and
premium quote, and 39,200 or more of these packages are without error, BRT will
have performed satisfactorily. If any payment is not made to BRT because the
Services (other than the mailing of the final product) have been deemed
"unsatisfactory", then no additional Services shall be performed by BRT until
(i) the "unsatisfactory" Services have been corrected by BRT and deemed
"satisfactory", and (ii) the related payment has been received by BRT.
4.2 ACCESS FEES. North Pointe will pay BRT "Access Fees" of $5,000 per
month for access to INSMGMT for purposes of Items 11 and 12 in Section 2 above,
and verification of data and documents beginning with access during the month of
November 2004. North Pointe will notify BRT in writing 30 days in advance when
it determines that it no longer needs access and will terminate this Access Fee
arrangement.
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The Access Fee will be prorated for access provided for any resulting partial
month. North Pointe will make its first Access Fee payment when it signs this
Agreement. North Pointe will pay subsequent Access Fees to BRT by wire transfer
on the first day of each month.
4.3 COSTS. North Pointe will pay for the following out-of-pocket "Costs"
associated with BRT providing the Services: postage, envelopes, paper, and
copier usage (including overage expenses). Vendors providing postage, envelopes,
paper, and copier usage will invoice BRT for these Costs. BRT will present such
invoices to North Pointe for payment without markup. North Pointe will pay the
Costs upon receipt of such invoices. North Pointe must pre-approve any other
Costs.
5. POLICYHOLDER PRIVACY.
Pursuant to the services that BRT will be providing to North Pointe under this
Agreement, the parties will be receiving American Superior policyholders'
personal nonpublic information. Federal and state privacy laws require both
parties to keep this nonpublic information private. Therefore the parties (i)
will only disclose or use this personal information to carry out this
Agreement's purposes; (ii) will handle this personal nonpublic information with
care and confidentiality, and in compliance with applicable law; (iii) can also
disclose this personal information where the policyholder authorizes a party to
do so or where otherwise permitted by law; (iv) will give access to this
personal information only to those of its employees and agents who need this
personal information to perform these services; and (v) will not sell this
information to any person. However, the foregoing notwithstanding, BRT may have
responsibilities involving American Superior policyholders' personal nonpublic
information under existing agreements with American Superior that remain in
force. BRT's use of such information for such purposes shall not be considered a
breach of this Agreement.
6. ACCEPTANCE
North Pointe will provide BRT with a detailed, written description of any
objections relating to materials received from BRT as part of the Services no
later than seventy-two (72) hours after North Pointe's receipt of the materials
in question. BRT will review the objections, and will, within twenty-four (24)
hours provide North Pointe with revised materials for any such objections. North
Pointe will be deemed to have accepted any materials provided by BRT if they do
not provide a written notice of objections within this period, unless the defect
in question could not be discovered within that period of time.
BUSINESS RISK TECHNOLOGY, INC. NORTH POINTE CASUALTY INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
Title: Chief Operating Officer Title: President
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