SERVICE AGREEMENT
This is an Agreement made and effective as of this 1st day of March, 2001
between BOSTON FINANCIAL DATA SERVICES, INC. ("Boston Financial") with principal
offices at 0 Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 and ALLMERICA
FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY (the "Company") with principal
offices at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000.
1. GENERAL BACKGROUND AND SERVICES.
1.1 APPOINTMENT. The Company is a Delaware Corporation. Customers or
prospective customers of the Company (the "Customers") will
forward various mail items as indicated herein. The Company
hereby appoints Boston Financial to provide the services
described below.
1.2 SERVICES. Boston Financial will act as mailroom service facility
for the Company. The services to be provided by Boston Financial
are more specifically described in SECTION 3, AND ATTACHED
SCHEDULES of this Agreement. The services performed by Boston
Financial hereunder will be of a ministerial nature only. All
services required to be performed by a broker-dealer, if any, will
be performed by duly licensed personnel of the Company.
2. TERM AND TERMINATION.
2.1 TERM. The term of this Agreement will begin on the effective date
first written above and shall continue until three years after
such date, unless earlier terminated in accordance with SECTION
2.2 herein.
2.2 TERMINATION. This Agreement may be terminated as follows:
a) BY EITHER PARTY:
----------------
1) For convenience upon ninety (90) days written notice to the
other party;
2) Upon the failure of the other party's obligation to pay a
monetary amount due and payable pursuant to this Agreement
and, except for good faith disputes, not cured within forty
five (45) calendar days after the breaching party's receipt of
written notice thereof, then this Agreement will terminate
immediately upon receipt by the defaulting party of a second
written notice from the other party stating that such
termination is then effective;
3) If either party defaults in the performance of any material
provision of this Agreement, or commits a series of
non-material defaults which in the aggregate impair to a
material extent the value of this Agreement to the other
party, and the default or deficiency is not cured within sixty
(60) days after receipt of written
1
notice thereof, then this Agreement will terminate
immediately upon receipt by the defaulting party of a second
written notice from the other party stating that such
termination is then effective; or
4) Upon notice to the other party, in the event that any of the
following occur(s): (i) voluntary institution by the other
party of insolvency, receivership, bankruptcy, or any other
proceedings for the settlement of the other party's debt; (ii)
involuntary institution of insolvency, receivership,
bankruptcy, or any other proceedings for settlement of the
other party's debt, which proceedings are not resolved within
sixty (60) days; (iii) the making of general assignment by the
other party for the benefit of creditors; or (iv) the
dissolution of the other party.
2.3 TERMINATION EXPENSES. In the event of termination other than
termination due to a material breach of this Agreement by Boston
Financial, all out-of-pocket expenses associated with the movement
of records and material will be borne by the Company. In the event
of a material breach by Boston Financial the out-of-pocket
expenses shall be borne by Boston Financial. In addition to such
out-of-pocket expenses, the Company shall pay Boston Financial for
any other reasonable expenses or costs associated with such
termination. Payment of such expenses or costs shall be in
accordance with SECTION 4.4 of this Agreement.
2.4 Upon termination of this Agreement or upon request of the other
party, each party shall return to the other party all copies of
confidential or proprietary materials or information received from
such other party hereunder, other than materials or information
required to be retained by such party under applicable laws or
regulations. This provision shall survive termination of this
Agreement.
3. SERVICES OF BOSTON FINANCIAL.
3.1 According to specifications and procedures agreed upon from time
to time in writing, such specifications and procedures shall be
initially identified as Operation Support Services Procedures
("Attachment A"), dated March 2001, and are attached for reference
purposes only. Upon the Company's request for additional services,
Boston Financial may elect to provide such additional services
under this Agreement for additional fees, as the parties shall
agree upon in writing. Boston Financial will perform the services
listed in this SECTION 3 and on Attachment A as amended from time
to time.
3.2 LOCKBOX. Boston Financial will do the following:
a) Collect all mail received at designated P.O. Boxes a minimum
eight (8) times each day and deposit all checks including post
dated checks removed from mail per Company's operating
procedure;
b) Endorse deposited checks with the endorsement "absence of
endorsement guaranteed" or other similar endorsement;
2
c) Collect process and deposit all checks received from P.O.
Boxes in Company designated demand deposit accounts as
designated in writing by the Company. The Company shall be
responsible for establishing and maintaining said demand
deposit accounts; and
d) Transmit to the Company a summary of account data and daily
deposit totals.
For Lockbox items Boston Financial will not have any duty to read
any letter or other communication received in the P.O. Boxes and
Boston Financial's duty will be as specifically set forth in
SECTION 3.2 herein and Attachment A, procedures listed on
Attachment A takes precedence over SECTION 3.2.
4. FEES AND EXPENSES.
4.1 FEE SCHEDULE. For the performance of the Services by Boston
Financial pursuant to this Agreement, the Company agrees to pay
Boston Financial the fees set forth in SECTION 4.1, "Fee
Schedule," which is attached hereto and incorporated herein by
reference.
4.2 OUT OF POCKET EXPENSES. The Company shall reimburse Boston
Financial for its reasonable, documented out-of-pocket expenses
set forth in the attached SCHEDULE 4.1. Reimbursable expenses may
include, but not be limited to AWD license fees, and AWD system
support, equipment, employment expenses for contract help, the
costs of document production, postage, forms and telephone charges
incurred by Boston Financial. In addition, any other expenses
incurred by Boston Financial, with the prior written consent of
the Company, will also be reimbursed by the Company.
4.3 POSTAGE. The Company also agrees to advance postage funds
necessary for mailings such as immediate return and new account
mailings.
4.4 INVOICES. The Company agrees to pay all fees and expenses within
forty five (45) calendar days following the receipt of each
invoice, except for any fees or expenses, which are subject to
good faith dispute. In the event of such a dispute, the Company
may only withhold that portion of the fee or expense subject to
the good faith dispute. The Company shall notify Boston Financial
in writing within twenty-one (21) calendar days following the
receipt of each billing notice if the Company is disputing any
amounts in good faith. If the Company does not provide such notice
of dispute within the required time, the billing notice will be
deemed accepted by the Company. The Company shall pay such
disputed amounts within five (5) calendar days following the day
on which the parties agree on the amount to be paid.
4.5 LATE PAYMENTS. The Company shall pay undisputed amounts on Boston
Financial's invoices (for fees and reimbursable expenses) within
forty five (45) calendar days of the receipt of such invoice. If
any undisputed amount in an invoice of Boston Financial (for fees
or reimbursable expenses) is not paid when due, the Company
3
shall pay Boston Financial interest thereon (from the due date to
the date of payment) at a per annum rate equal to one percent
(1%) plus the Prime Rate (that is, the base rate on corporate
loans posted by large domestic banks) published by THE WALL
STREET JOURNAL (or, in the event such rate is not so published, a
reasonably equivalent published rate selected by the Company) on
the first day of publication during the month when such amount
was due. Notwithstanding any other provision hereof, such
interest rate shall be no greater than permitted under applicable
provisions of Massachusetts's law.
5. STANDARD OF CARE.
5.1 Boston Financial shall at all times act in good faith and agrees
to use its best efforts to ensure the accuracy of all services
performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors, including
encoding and payment processing errors, unless said errors are
caused by its negligence, bad faith, or willful misconduct or that
of its employees or agents. Boston Financial agrees to use its
best efforts to mitigate any damages resulting from its
negligence, bad faith or willful misconduct and will be
responsible for damages for such negligence, bad faith, or willful
misconduct. The parties agree that any encoding or payment
processing errors shall be governed by this standard of care and
that Section 4-209 of the Uniform Commercial Code is superseded by
SECTION 5.1 of this Agreement.
6. INDEMNIFICATION.
6.1 To the fullest extent permitted by law, Boston Financial shall not
be responsible for, and the Company shall indemnify and hold
Boston Financial harmless from and against, any and all claims,
actions, causes of action, losses, damages, costs, charges,
payments, expenses (including, but not limited to, reasonable
attorneys' fees, court costs and expert fees) and liability
arising out of or attributable to:
a) All actions of Boston Financial or its employees, agents or
subcontractors required to be taken pursuant to this
Agreement, provided that such actions are taken in good faith
and without negligence or willful misconduct;
b) The Company's lack of good faith, negligence or willful
misconduct;
c) The reliance upon, and any subsequent use of or action taken
or omitted, by Boston Financial, or its agents or
subcontractors on: (i) any information, records, documents,
data, stock certificates or services, which are received by
Boston Financial or its agents or subcontractors by machine
readable input, facsimile, CRT data entry, electronic
instructions or other similar means authorized by the Company,
and which have been prepared, maintained or performed by the
Company or any other person or firm on behalf of the Company;
(ii) any instructions or requests of the Company or any of its
officers; (iii) any instructions or opinions of legal counsel
with respect to any matter arising in connection with
4
the services to be performed by Boston Financial under this
Agreement which are provided to Boston Financial after
consultation with such legal counsel; or (iv) any paper or
document, reasonably believed to be genuine, authentic, or
signed by the proper person or persons;
(d) The negotiation and processing of any checks including without
limitation for the deposit into the Company's demand deposit
account provided such action was undertaken without any
negligence or willful misconduct by Boston Financial.
6.2 In order that the indemnification provisions contained in this
SECTION 6 shall apply, upon the assertion of a claim for which the
Company may be required to indemnify Boston Financial, Boston
Financial shall promptly notify the Company of such assertion in
writing, and shall apprise the Company with respect to all
developments concerning such claim. The Company shall have the
option to participate with Boston Financial in the defense of such
claim or defend against said claim in its own name or in the name
of Boston Financial. Boston Financial shall in no case confess any
claim or make any compromise in any case in which the Company may
be required to indemnify Boston Financial except with the
Company's prior written consent.
7. REPRESENTATIONS AND WARRANTIES OF BOSTON FINANCIAL. Boston Financial
represents and warrants to the Company that:
7.1 It is a corporation duly organized and existing, and in good standing,
under the laws of The Commonwealth of Massachusetts;
7.2 It is duly qualified to carry on its business;
7.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement;
7.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement; and
7.5 It has and will continue to have access to the necessary facilities
and equipment to perform its duties and obligations under this
Agreement.
8. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to Boston Financial that:
8.1 It is a corporation duly organized and existing, and in good standing,
under the laws of the State of Delaware;
8.2 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement;
5
8.3 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement; and
8.4 It has and will continue to comply with all applicable federal and
state securities and other laws necessary for it to perform its duties
and obligations under this Agreement.
9. DATA ACCESS AND PROPRIETARY INFORMATION.
9.1 The Company acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Company by Boston Financial as
part of the Company's ability to access certain Company-related data
("Customer Data") maintained by Boston Financial on data bases under
the control and ownership of Boston Financial or other third party
including AWD ("Data Access Services") constitute copyrighted, trade
secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to Boston Financial or other third
party. In no event shall Proprietary Information be deemed Customer
Data. The Company agrees to treat all Proprietary Information as
proprietary to Boston Financial and further agrees that it shall not
divulge any Proprietary Information on any person or organization
except as may be provided hereunder. Without limiting the foregoing,
the Company agrees for itself and its employees and agents to:
a) Use such programs and databases solely from locations as may be
designated in writing by Boston Financial as agreed upon by the
parties and solely in accordance with Boston Financial's
applicable user documentation;
b) Refrain from copying or duplicating in any way the Proprietary
Information except as agreed upon in writing by Boston Financial;
c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose
of such information in accordance with Boston Financial's
instructions;
d) Refrain from causing or allowing the data acquired hereunder from
being retransmitted to any other computer facility or other
location, except with the prior written consent of Boston
Financial;
e) Access only to those authorized transactions agreed upon by the
parties; and
f) Honor all reasonable written requests made by Boston Financial to
protect at Boston Financial's expense the rights of Boston
Financial in Proprietary Information at common law, under federal
copyright law and under other federal or state law.
6
9.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement except by virtue of a breach of
confidentiality by any third party; (ii) are released for general
disclosure by a written release by Boston Financial; or (iii) are
already in the possession of the receiving party at the time or
receipt without obligation of confidentiality or breach of this
Agreement.
9.3 The Company acknowledges that its obligation to protect Boston
Financial's proprietary information is essential to the business
interest of Boston Financial and that the disclosure of such
Proprietary Information or Customer Data is breach of this Agreement
would cause Boston Financial immediate, substantial and irreparable
harm, the value of which would be extremely difficult to determine.
Accordingly, the parties agree that, in addition to any other remedies
that may be available in law, equity, or otherwise for the disclosure
or use of the Proprietary Information in breach of this Agreement,
Boston Financial shall be entitled to seek and obtain a temporary
restraining order, injunctive relief, or other equitable relief
against the continuance of such breach.
9.4 If the Company notifies Boston Financial that any of the Data Access
services do not operate in material compliance with the most recently
issued user documentation for such services, Boston Financial shall
endeavor in a timely manner to correct such failure. Organizations
from which Boston Financial may obtain certain data included in the
Data Access Services are solely responsible for the contents of such
data and the Company agrees to make no claim against Boston Financial
arising out of the contents of such third-party data, including, but
not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. BOSTON
FINANCIAL EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY
STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.5 Transactions available to the Company may include the ability to
originate electronic instructions to Boston Financial about Customer
information or other information. In such event, Boston Financial
shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures
established by Boston Financial from time to time.
9.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this SECTION 9. The obligations of this
Section shall survive any termination of this Agreement.
7
10. ASSIGNMENT AND THIRD PARTY BENEFICIARY.
10.1 Except as provided in SECTION 10.3 below, this Agreement and any
rights or obligations hereunder may be assigned by either party
without prior written consent of the other party, which consent
will not be unreasonably withheld, so long as the services to be
performed hereunder remain substantially the same. If the
services will be substantially different, the prior written
consent of each party will be required. Any attempt to do so in
violation of this Section shall be void. Unless specifically
stated to the contrary in any written consent to an assignment,
no assignment will release or discharge the assignor from any
duty or responsibility under this Agreement.
10.2 Except as explicitly stated elsewhere in this Agreement, nothing
under this Agreement shall be construed to give any rights or
benefits in this Agreement to anyone other than Boston Financial
and the Company and the duties and responsibilities undertaken
pursuant to this Agreement shall be for the sole and exclusive
benefit of Boston Financial and the Company. This Agreement shall
inure to the benefit of and be binding upon the parties and their
respective permitted successors and assigns.
10.3 Notwithstanding the foregoing, Boston Financial may without
further consent of the Company, subcontract with an affiliate or
subsidiary of Boston Financial; provided, however, Boston
Financial shall be as fully responsible to the Company for the
acts and omissions of any such subcontractor as it is for its own
acts and omissions.
10.4 This Agreement does not constitute an agreement for a partnership
or joint venture between Boston Financial and the Company.
Neither party shall make any commitments with third parties that
are binding on the other party without the other party's prior
written consent.
11. CONFIDENTIALITY.
11.1 Both parties agree that they will not, at any time during the
term of this Agreement or after its termination, reveal, divulge,
or make known to any person, firm, corporation or other business
organization, any customers' lists, trade secrets, cost figures
and projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of Boston
Financial or any of the Company, used or gained by Boston
Financial or the Company during performance under this Agreement.
The Company and Boston Financial further covenant and agree to
retain all such knowledge and information acquired during and
after the term of this Agreement respecting such lists, trade
secrets, or any secret or confidential information whatsoever in
trust for the sole benefit of Boston Financial or the Company and
their successors and assigns.
8
Boston Financial shall: (a) not make any unnecessary copies of
Company's confidential information without first obtaining the
written consent of Company; (b) not utilize any confidential
information of Company except in the furtherance of the
obligations and responsibilities specified hereunder, and for no
other purpose(s) whatsoever; and (c) return any such confidential
information in Boston Financial's possession to Company
immediately upon (i) Company's demand therefore, (ii) the
accomplishment of the purpose for which such confidential
information is or was held or obtained by Boston Financial, or
(iii) the expiration or other termination of this Agreement.
In the event of breach of the foregoing by either party, the
remedies provided by Section 9.3 shall be available to the party
whose confidential information is disclosed. The above
prohibition of disclosure shall not apply to the extent that
Boston Financial must disclose such data to its sub-contractor
Company for purposes of providing services under this Agreement.
11.2 In the event that any requests or demands are made for the
inspection of the records of the Company, other than request for
records pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions),
Boston Financial will endeavor to notify the Company and to
secure instructions from an authorized officer of the Company as
to such inspection. Boston Financial expressly reserves the
right, however, to exhibit the Company records to any person
whenever it is advised by counsel that it may be held liable for
the failure to exhibit those records to such person.
12. MISCELLANEOUS.
12.1 FORCE MAJEURE. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of
God, strikes, equipment or transmission failure or damage
reasonably beyond its control, or other cause reasonably beyond
its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such causes. Performance under this Agreement
shall resume when the affected party or parties are able or
should be able under reasonable person standards to perform
substantially that party's duties.
12.2 CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall be
liable to the other party for any consequential, indirect,
special or incidental damages under any provision of this
Agreement or for any consequential, indirect, special or
incidental damages arising out of any act or failure to act
hereunder even if that party has been advised of or has foreseen
the possibility of such damages.
12.3 AMENDMENT. This Agreement may be amended or modified only by a
written agreement executed by both parties.
12.4 CONTROLLING LAW. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the
internal laws of the Commonwealth of Massachusetts without regard
to the conflict of laws provisions thereof.
9
12.5 SURVIVAL. All provisions regarding indemnification, warranty,
liability and limits thereon, and confidentiality and/or
protection of proprietary rights and trade secrets shall survive
the termination of this Agreement.
12.6 SEVERABILITY. If any provision or provisions of this Agreement
shall be held invalid, unlawful, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired.
12.7 NOTICE. Under this Agreement whenever one party is required or
permitted to give notice to the other party, such notice will be
in writing and delivered to the addresses indicated below, unless
otherwise specifically provided herein, and will be deemed given
when delivered in hand, one day after being given to an express
courier with a reliable system for tracking delivery, or three
(3) days after the day of mailing, when mailed by the United
States Postal Service, registered or certified mail, return
receipt requested, postage prepaid, or when sent by facsimile and
thereafter delivered by one of the foregoing methods of delivery.
(a) If to Boston Financial, to:
Boston Financial Data Services, Inc.
00 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Fax: 000-000-0000
WITH A COPY TO:
Boston Financial Data Services, Inc.
0000 Xxxxxxx Xx., Xxxxx 000X
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Fax: 000-000-0000
(b) If to the Company, to:
Allmerica Financial Life Insurance and Annuity Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxx
Fax: 000-000-0000
12.8 PRIORITIES CLAUSE. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this
Agreement and any Schedules or attachments hereto, the terms and
conditions contained in this Agreement shall take precedence.
10
12.9 WAIVER. No waiver by either party or any breach or default of
any of the covenants or conditions herein contained and
performed by the other party shall be construed as a waiver of
any succeeding breach of the same or of any other covenant
or condition.
12.10 INSURANCE. Boston Financial shall maintain (i) workers'
compensation insurance with limits at least equal to statutory
requirements, (ii) comprehensive general liability insurance,
including, without limitation, personal injury coverage, with
policy limits of not less than one million dollars
($1,000,000.00), (iii) automobile liability insurance with
policy limits of not less than one million dollars
($1,000,000.00), combined single limit, (iv) fidelity bonding of
at least one million dollars ($1,000,000.00) for claims arising
from fraudulent or dishonest acts on the part of any employee,
and (v) professional liability (errors and omissions) insurance
of at last one million dollars ($1,000,000.00) for each
occurrence. Any and all such insurance policies shall be
underwritten by reputable insurer(s) and having an A.M. rating
of "A" or better. The policies of insurance required hereunder
shall not be cancelled or materially modified to reduce
coverage except upon thirty (30) days notice to Allmerica.
12.11 MAINTENANCE OF RECORDS. Boston Financial hereby agrees that all
records, which it maintains on behalf of Allmerica, are property
of Allmerica, and further agrees to surrender promptly to
Allmerica such records upon Allmerica's request. However, Boston
Financial has the right to make copies of such records, in its
discretion, subject to the provisions of Section 11.
12.12 RECORDS ACCESS. Each party hereto shall cooperate with each
other party and all appropriate governmental authorities
(including without limitation the SEC, the NASD, the state
insurance regulators) and shall permit such authorities
reasonable access to its books and records in conjunction with
any investigation or inquiry relating to the services to be
provided by Boston Financial. Notwithstanding the generality of
the foregoing, each party hereto further agrees to furnish the
Insurance Commissioner of any state with any information or
reports in connection with services provided under this
Agreement which such Commissioner may reasonably request in
order to ascertain whether the variable contracts operations of
Allmerica are being conducted in a manner consistent with the
state's regulations concerning variable contracts and any other
applicable law or regulation. Any out-of-pocket expenses
incurred by Boston Financial in compliance with an Insurance
Commissioner's request shall be paid by Allmerica.
12.13 PUBLICITY. Boston Financial shall not (i) make any mention of
this Agreement in any advertisement or promotional material; or
(ii) issue or release any publicity statement or release
concerning this Agreement or the services provided, or to be
provided, hereunder, without the written consent of Allmerica
being first obtained.
12.14 MERGER OF AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether oral
or written.
11
12.15 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced
by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a
party in the regular course of business, and that any
enlargement, facsimile or further reproduction shall likewise be
admissible in evidence.
12.16 COUNTERPARTS. This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day set forth in this Agreement.
BOSTON FINANCIAL DATA SERVICES, ALLMERICA FINANCIAL LIFE
INC. INSURANCE AND ANNUITY COMPANY
By:/s/ By: /s/ Xxxxxx Xxxx
--------------------------------- ---------------------------------
Name: Name: Xxxxxx Xxxx
--------------------------------- ---------------------------------
Title: Vice President Title: Assistant Treasurer
--------------------------------- ---------------------------------
Date: 08/08/01 Date: 08/01/01
--------------------------------- ---------------------------------
12
SCHEDULE 4.1
FEE SCHEDULE
Effective March 1, 2001 and shall remain in effect through the term of this
Agreement, until the parties negotiate any mutually agreeable change. On
February 28, 2002, and each anniversary thereafter, unless the parties otherwise
mutually agree in writing, Boston Financial's fees shall be increased a maximum
of 6%.
TRANSACTIONS AND IMAGING FUNCTIONS
Pricing Pricing with recommended
changes
Mailing Opening, Transaction Sorting, Image Preparation $0.36
Certified Mail Processing $1.45
Pouch Transactions $0.55
New Issues $1.09
Image Scan
THE SCANNING OF THE ITEMS INTO AWD
IMAGE SCANNING PER DOCUMENT SIDE $0.15
Lookups $1.09 $0.63
INVOLVES THE LOOKING UP OF THE POLICY NUMBERS
ON THE CUSTOMER SYSTEM
Exception Imaged Pulls $6.54
Listbills $4.36
Listbill Quality $4.36
PER PROCEDURES PROVIDED BY CLIENT
Life Cap: Mail Opening, Transaction Sorting, Image Preparation $0.60
Administrative Support (Monthly) $1,400
Beacon Associates (2 @ $4,162.00 Monthly) $8,324
13
CLIENT PROCESSING
Clean OCR Document $0.095
Offline Processing $0.095
Offline Prep - Life backup documentation $0.72 $0.00
Subpay CM Indexing $0.52 $0.00
MISCELLANEOUS FEES
PRICING PROCEDURES
Photocopies
IF CLIENT PROCEDURES REQUIRE, A COPY OF THE PROCESSED CHECK WILL BE ATTACHED
TO CORRESPONDING BACK UP $0.17
Data Transmission
MONTHLY FEE FOR ONE DAILY (MONDAY - FRIDAY)
TRANSMISSION OF CAPTURED DATA AND REPORTS. $225.00/division
Courier for Exception Items
FEE APPLIED TO THE ROUTINE DELIVERY OF BACK UP
AND NON-PROCESSABLE TRANSACTIONS. CLIENT WILL SELECT MODE OF DELIVERY. As incurred
PO Box Fee (annual)
ANNUAL RENTAL FEE FOR P.O. BOXES WITHIN THE BFDS UNIQUE ZIP CODE. CURRENTLY
$65.00 PER P.O. BOX. NOT TO BE USED WITH BUSINESS REPLY MAIL (POSTAGE PAID) As incurred
Bank Courier Runs
FEE APPLIED TO THE DELIVERY OF DEPOSITS TO BANK. $10.00/day
Research
FEE APPLIED FOR RESEARCH REQUESTED FROM BFDS. FEE IS WAIVED IF THE RESEARCH
IS A RESULT OF BFDS ERROR $2.70/item
Account Maintenance
DAILY BACK-UP & STORAGE OF CAPTURED DATA/REPORTS, MAINTENANCE & RETENTION OF
PROCESSED IMAGES AND FILE LAYOUT SPECIFICATIONS.
THIS IS A MONTHLY FEE $125.00
Out of Pocket Expenses
SUCH AS (BUT NOT LIMITED TO) ENVELOPES, LABELS
PATCH SHEETS & BINDER CLIPS As incurred
14
Project Management
TO INCLUDE NEW PRODUCT DEVELOPMENT COSTS,
WORKFLOW CHANGES, ETC. $150.00 Per Hour
BOSTON FINANCIAL DATA SERVICES, ALLMERICA FINANCIAL LIFE
INC. INSURANCE AND ANNUITY COMPANY
By:/s/ By: /s/ Xxxxxx Xxxx
--------------------------------- ---------------------------------
Name: Name: Xxxxxx Xxxx
--------------------------------- ---------------------------------
Title: Vice President Title: Assistant Treasurer
--------------------------------- ---------------------------------
Date: 08/08/01 Date: 08/01/01
--------------------------------- ---------------------------------
15
