EXHIBIT 10.28
ADMINISTRATION & SERVICES AGREEMENT
THIS AGREEMENT is dated July 1, 2003. Its parties are SOUTH POINTE
FINANCIAL SERVICES, INC., a Michigan corporation ("Company") and NORTH
POINTE FINANCIAL SERVICES, INC., a Michigan corporation ("NPFS").
BACKGROUND
The Company and NPFS have negotiated NPFS' provision of certain
services to the Company as to the operation of its business. The parties
have stated their understandings as to the provision of and compensation
for these services in this Agreement.
TERMS
NOW, THEREFORE, in consideration of this Agreement's terms and for
other valuable consideration, the adequacy of which is acknowledged, the
parties agree as follows:
1. PERFORMANCE OF SERVICES. NPFS will perform for the Company
those services that are listed below ("Services"). The Company will pay
NPFS for the Services as stated. Compensation is due and payable within 60
days after the end of each calendar month.
1.1 MARKETING AND PROMOTION. NPFS will promote and market the
insurance products provided by the Company, for which NPFS will receive a
marketing commission of 2-1/2% of gross written premium in those insurance
lines ("GWP") for personal lines and 5% of GWP for commercial lines.
1.2 COLLECTIONS. NPFS will invoice and collect premiums payable
to Company in its capacity as general agency, for which NPFS will be paid
2% of GWP.
1.3 STAFFING. NPFS will provide employees to perform
administrative, claims, underwriting and compliance services for Company.
These employees will be under Company's control. Company will reimburse
NPFS for the compensation it pays to these employees. NPFS will also
provide related human resources services including hiring, firing,
promotion, and development and implementation of benefit plans, employee
handbooks and related policies and guidelines.
1.4 ACCOUNTING, TAX AND AUDITING. NPFS will provide
accounting consulting services for the Company with respect to preparation
and maintenance of the financial statements and reports, including tax
returns.
1.5 INFORMATION SYSTEMS AND TECHNOLOGY. NPFS will provide
consulting and maintenance services for the Company's information systems
and software licensed to the Company. These Services will include software
programming, documentation and hardware utilization, consulting and
advising regarding software and hardware systems; negotiating, selecting
and procuring hardware and software systems and technology for
Insurers; and performing any other functions and activities for the Company
which are related or incidental to the foregoing. In addition, NPFS will
purchase and maintain equipment, hardware and software as may be reasonably
required on a "going forward" basis (including frame relays for intranet and
e-mail communications) for the Company to communicate electronically with
affiliated companies (excluding all telephone and facsimile lines and
equipment).
1.6 LEGAL. NPFS will cause legal services to be provided to
the Company. These services will include representation of the Company in
the negotiation and preparation of contracts, agreements, and agency
documents; drafting, filing, and monitoring of policies and forms and
reinsurance agreements; governmental relations and advising on regulatory
compliance; and rendering opinions on various legal matters; and providing
and performing other legal functions and services incidental or related to
the foregoing.
2. OUT-OF-POCKET EXPENSES. The Company will reimburse NPFS for all
out-of-pocket expenses it incurs relating to the Services.
3. STANDARDS. NPFS will perform the Services in accordance with
all standards and guidelines the Company may establish, and in conformance
with all applicable state and Federal statutes and regulations. NPFS will
render the Services in a professional manner.
4. CONTROL. NPFS's performance of the Services for the Company
under this Agreement will not impair the control of and responsibility for
the Company's business and operations by its Board of Directors. NPFS's
performance under this Agreement will be subject to the direction and
control of the Company's Board of Directors.
5. RECORDS AND DOCUMENTS. All books, records and files that NPFS
creates and maintains relating the Company under this Agreement will be
considered the Company's property. NPFS will have full access to these
records documents at all times, both during this Agreement's term and after
its termination.
6. TERMINATIONS AND MODIFICATION. This Agreement will remain in
effect until terminated by the parties' mutual consent or by any party upon
giving 30 days prior written notice. Upon termination, NPFS will deliver to
the Company the records and documents produced by NPFS pursuant to this
Agreement. NPFS will retain copies of these records and documents, the
expense of copying to be borne by the Company.
7. ASSIGNMENT. A party may not assign this Agreement and any
related rights without written consent of the other. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other
than the parties, or their respective legal successors, any rights,
remedies, obligations or liabilities, or to relieve any person other than
the parties, or their respective legal successors, from any obligations or
liabilities that would otherwise be applicable.
8. GOVERNING LAW. Michigan laws govern this Agreement.
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9. ARBITRATION. Any unresolved difference of opinion between the
parties arising out of or relating to this Agreement, or in the breach of
this Agreement, will be settled by arbitration in accordance with the
Commercial Rules of the American Arbitration Association ("AAA"), and
judgment upon the award rendered by the Arbitrator may be entered in any
court having jurisdiction thereof. The arbitration shall take place at the
AAA offices in southeastern Michigan.
10. NOTICES. All notices, requests, demands and other
communications which are required or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given when
received if personally delivered; when transmitted if transmitted by
telecopy, electronic or digital transmission method; the day after it is
sent, if sent for next day delivery to a domestic address by recognized
overnight delivery service (e.g., Federal Express); and upon receipt, if
sent by certified or registered mail, return receipt requested. In each
case notice shall be sent to:
If to Company, addressed to:
South Pointe Financial Services, Inc
00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: B. Xxxxxxx Xxxxxxx, Executive Vice-President
Fax: (000) 000-0000
If to NPFS, addressed to:
North Pointe Financial Services, Inc.
00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx, President
Fax: (000) 000-0000
or to such other place and with such other copies as either party may
designate as to itself by written notice to the other party.
11. INVALIDITY. If any one or more of the provisions contained in
this Agreement or in any other instrument referred to in this Agreement,
will, for any reason, be held to be invalid, illegal or unenforceable in
any respect, then to the maximum extent permitted by law, this invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement.
12. ENTIRE CONTRACT. This Agreement, together with such amendments
as may from time to time be executed in writing by the parties, constitutes
the entire agreement between the parties relating to its subject matter. It
supercedes any prior agreements on its subject matter. There exists no
other written or oral understandings, agreements or
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assurances with respect to these matters except as are set forth in this
Agreement. Unless expressly stated, this Agreement confers no rights on any
person or business entity that is not a party.
SOUTH POINTE FINANCIAL SERVICES,
INC., a Michigan corporation
By: /s/ B. Xxxxxxx Xxxxxxx
-----------------------------------------------
B. Xxxxxxx Xxxxxxx
Executive Vice-President
NORTH POINTE FINANCIAL SERVICES,
INC., a Michigan corporation
By: /s/ B. Xxxxxxx Xxxxxxx
-----------------------------------------------
B. Xxxxxxx Xxxxxxx
Executive Vice-President,
