Exhibit 10.29
MASSACHUSETTS INSURANCE PROCESSING
SERVICE AGREEMENT
BETWEEN
ISI SYSTEMS, INC.
AND
COMMERCE INSURANCE COMPANY
ISI
TABLE OF CONTENTS
SECTION PAGE NO.
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MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT
1. General 1
2. MIPS Fees 1
3. Compliance with Regulatory Regulations 2
4. Company Verification of Systems Changes 2
5. Proprietary Rights 3
6. Termination 3
7. Excuse of Performance 4
8. Warranties by ISI 4
9. Disputes and Limitation of Liability 4
10. General 5
ATTACHMENT 1 - STATEMENT OF SERVICES
PART A - CONDITIONS OF SERVICE
1. General 7
2. Basic Services 7
3. Network Services 8
4. Output Services 9
PART B - DESCRIPTION OF PROCESSING SERVICES
1. Policy Administration 10
1.1 Cycle Processing 10
1.2 Regulatory Interfaces 12
- Merit Rating Board Processing 12
- Commonwealth Automobile Reinsurers Processing 13
- Uninsured Motorist System 13
1.3 Decision Support Service 14
2. Elective Services 15
ATTACHMENT 2 - SCHEDULE OF CHARGES AND FEES 17
ATTACHMENT 3 - SCHEDULED ENHANCEMENTS 19
ISI
MASSACHUSETTS INSURANCE PROCESSING
SERVICE AGREEMENT
COMPANY NAME: Commerce Insurance Company
ADDRESS: 000 Xxxx Xxxxxx
XXXX & XXXXX: Xxxxxxx, Xxxxxxxxxxxxx 00000
THIS AGREEMENT, including all attachments, exhibits or addenda, is made and
entered into as of the date noted in Paragraph 1.2 below by and between ISI
Systems, Inc. (hereinafter "ISI"), a Delaware corporation with a principal place
of business at Xxx Xxxx Xxxxx, Xxxxxxx, XX 00000, and the Company identified
above (hereinafter "Company"). In consideration of their mutual promises and
obligations, ISI and Company agree as follows:
1.0 GENERAL
1.1 SERVICES: ISI will provide Company and automobile insurance
subsidiaries with ISI's Massachusetts Insurance Processing Service
("MIPS") through its Massachusetts Automobile Systems ("Systems"), as
described in Attachment 1, Statement of Services.
1.2 TERM: Regardless of when this Agreement is actually executed by the
Parties, the term of this Agreement shall be from:
January 1,1992 to December 31,1997.
1.3 RENEWAL: At least sixty (60) days prior to renewal, the parties shall
renew this Agreement by a mutually acceptable agreement reflecting
charges and fee rates that shall be negotiated at that point in time
and will not exceed the rates of other ISI customers with similar
volumes and requirements.
2.0 MIPS FEES
2.1 FEES: Company agrees to pay ISI an annual license fee for processing
each year this Agreement is in effect. This fee shall be billed out
each year in twelve (12) equal monthly installments by the 10th of each
month for the previous month's work. An additional policy processing
fee will be billed each month. The fees and charges that are payable by
Company for years 1992 through 1994 for provision of the MIPS under
this Agreement are explained in Attachment 1 and set out in Attachment
2. For processing years 1995 through 1997, Company agrees to an annual
increase in all processing charges, except for the Fleet and Commercial
policies, for the stated years based on the Federal Consumer Price
Index ("CPI") published as of December 31st of the previous year, not
to exceed 4% annually.
2.2 INVOICES AND PAYMENT: ISI will invoice Company monthly for all services
rendered under this Agreement by the tenth of each month for the
previous month's work. All amounts are due and payable within thirty
(30) days of billing date. If Company fails to make payment when due
hereunder, Company shall pay interest to ISI at the rate of one and
one-half percent (1.5%) per month for any unpaid balance outstanding at
the
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ISI
end of each calendar month after payment is first due, including
previously accrued interest charges, but excluding items under dispute
under Paragraph 9.1 below. Company shall also pay ISI for any
reasonable expenses, including attorney's fees, incurred by ISI in
connection with the collection of any amounts due and payable.
3.0 COMPLIANCE WITH REGULATORY REQUIREMENTS
3.1 RESPONSIBILITY: ISI will use best efforts during the term of this
Agreement to maintain its Systems in conformance with accepted
standards, rules, laws and regulations as set forth by the
Massachusetts Legislature, Massachusetts Division of Insurance,
Commonwealth Automobile Reinsurers (CAR), and Automobile Insurers
Bureau of Massachusetts (AIB).
3.2 REVISIONS TO SYSTEMS: For new and existing coverages, surcharges,
discounts, etc., and for any revisions thereto, ISI will maintain its
Systems in conformance with the mandatory requirements of applicable
state regulatory authorities. ISI will also continue to enhance the
overall system on a continuing basis to take advantage of new
technology where appropriate. ISI will maintain and enhance the Systems
to provide Company a competitive edge in the industry. ISI agrees to
provide the enhancements described in Attachment 3 through their
multiple release per year process and at no cost to Company for
application implementation. Company shall have no ownership or other
interest in such changes or enhancements. There will be no ongoing
charges for the services described in Attachment 3 other than those
services where the parties have agreed in Attachment 3 that there will
be a charge. For each system enhancement on Attachment 3 that is not
implemented by December 31st of the particular year, the monthly
license fee will be reduced by $3000 per month as liquidated damages
starting as of the January payment of the following year and continuing
until the month that the enhancement is implemented. Said liquidated
damages shall be Company's exclusive remedy and ISI's sole liability
for delay in the delivery of the Attachment 3 enhancements. For each
enhancement, ISI will provide reasonable advance notification to
Company of any functions that Company must perform to implement the
enhancement, as well as the schedule and deadline for such Company
action. If Company subsequently is unable to complete the required
function(s) by the deadline established, and ISI is ultimately late in
delivering the enhancement because of Company's delay, the application
of the penalty will be delayed by the same number of months that
Company was late in performing their required functions for the
particular enhancement.
3.3 CHANGES IN REGULATORY REQUIREMENTS: In the event that any of the
Massachusetts regulatory authorities mandate and dramatically change
the business mechanisms currently in place at the signing of this
Agreement, ISI will have the option of charging Company a portion of
the implementation fee associated with mandated changes. For example, a
dramatic change in the business mechanism historically would be the
implementation of the Facility. In like manner, future regulations such
as an Assigned Risk Plan, Joint Underwriting Authority (JUA) and/or
state fund would be considered dramatic changes in the business
mechanisms. With respect to regulatory changes which do not
dramatically change the business mechanism, ISI will adopt the
regulations at no charge to Company. However, Safe Driver Insurance
Program (SDIP), Uninsured Motorist System (UMS) and CAR would not be
considered dramatic changes in the business mechanisms. ISI reserves
the right to enhance its systems beyond the reasonable requirements of
such regulations and to charge for such services as an option to
Company or other customers.
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ISI
4.0 COMPANY VERIFICATION OF SYSTEMS CHANGES
Subject to Company's notification of Company-specific requested changes
and independent filings, ISI will notify Company of any scheduled
changes to the Systems which affect the processing of Company's
business under this Agreement. Company may elect to either receive a
separate test file for such change or to utilize the first production
run after the change as a test file. In either case, Company shall
evaluate such file and promptly notify ISI in writing that the change
to the Systems is in conformance with this Agreement or identify errors
that may require correction by ISI. In the event that Company fails to
give ISI notice of acceptance or identified errors within thirty (30)
days of receipt of the file(s) to be tested, the change shall be deemed
to be accepted by Company.
5.0 PROPRIETARY RIGHTS
5.1 PROTECTION OF ISI PROPRIETARY INFORMATION: Company recognizes that the
Systems, programs, program tools, documentation, forms and services
provided by ISI under this Agreement are the exclusive property of ISI
and constitute Proprietary Information of ISI. Company agrees not to
copy (directly or indirectly), allow to be copied, or to distribute any
ISI Proprietary Information. Company further agrees that any
Proprietary Information provided under this Agreement is for its own
use and that Company will not reveal this information to any other
third party without ISI's prior written approval.
5.2 PROTECTION OF COMPANY PROPRIETARY INFORMATION: ISI recognizes that the
records which Company turns over to it constitute Proprietary
Information and will return all such records to Company upon request or
upon termination of this Agreement for whatever reason. ISI also agrees
that the information contained in such records will not be divulged to
any third party except for ISI's employees or consultants involved with
the Systems under this Agreement. Upon termination of this Agreement,
all information concerning Company's business, in whatever form, will
be returned to Company or destroyed. ISI will use every effort to
ensure that such third parties do not report or divulge such
information to other parties. In the event that such disclosure is
made, ISI will indemnify Company for reasonable damages demonstrated by
Company to have directly resulted from such disclosure.
6.0 TERMINATION
6.1 PROCEDURE: Either party may terminate this Agreement for failure of the
other party to comply with any material terms or conditions. The
terminating party must notify the other party in writing of the
conditions for potential default and allow the other party thirty (30)
days to correct those conditions. Failure to correct such conditions
will be cause for immediate cancellation of the Agreement and payment
of all amounts due through the termination effective date. If Company
terminates this Agreement for any reason other than ISI's failure to
comply with any material terms or conditions, the amounts still due
under the full term of the Agreement shall be payable within thirty
(30) days of the termination effective date except as provided in
Paragraph 6.2 below.
6.2 TERMINATION BY COMPANY: Company may terminate this Agreement after
December 31, 1994, with no obligation except as provided in this
Paragraph. During the period from January 1, 1995 through December 31,
1997, should Company elect to terminate the Agreement so as to process
its business with any other external organization whose services are
similar to those provided by ISI, except as provided for in Paragraph
6.4,
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ISI
Company will continue to pay ISI only the annual license fee stated in
Attachment 2 for the remainder of the full term of the Agreement, in
monthly installments.
6.3 ISI INSOLVENCY: If ISI is no longer able to make its service available,
it then grants to Company the option to immediately license its
Massachusetts Automobile Systems for a fee of $250.000. The fee is
payable to ISI at the time all programs, files and documentation are
turned over to Company.
6.4 ROLL-OFF SERVICES: Company may not terminate this Agreement prior to
December 31, 1994, except under Paragraph 6.1 above. If Company
requires any roll-off scheme over an extended period greater than six
(6) months, Company must notify ISI in writing at least twelve (12)
months prior to the roll-off term. In the first month the roll-off will
physically commence and, if in any subsequent month Company remains on
the ISI Systems, the annual minimum will be waived and a monthly
minimum will be established based on one-twelfth of the current annual
license fee. This new monthly minimum will be charged in addition to
any other charges Company may incur for as long as Company desires to
remain on the System.
6.5 FLEET AND COMMERCIAL AUTOMOBILE CONTINUATION: Should Company terminate
Private Passenger Automobile services prior to December 31, 1997 and
opt to continue Fleet and Commercial services, ISI will continue to
process Company's Fleet and Commercial business. However, the fees for
this reduced service will revert to those listed on Attachment 2 as of
the date of termination. In such event, the annual license fee under
Paragraph 2.1 shall no longer apply.
7.0 EXCUSE OF PERFORMANCE
ISI shall not be liable for delays in performance hereunder which arise
from causes beyond its control including, but not limited to: fire,
flood, or unusually severe weather; freight embargoes; power or
communication line outages; delays of independent delivery service; or,
any failure of Company to furnish ISI with information or forms needed
by ISI to complete its processing obligations under this Agreement
provided ISI makes specific written requests for such information from
Company, and a response is not forthcoming within five (5) business
days. ISI will make every reasonable effort to mitigate the damage,
return to full performance, and take the timely actions necessary to
improve the chance of success of a CAR appeal if needed.
8.0 WARRANTIES BY ISI
8.1 WARRANTIES OF SERVICES: Subject to the provisions of this section, ISI
warrants that the services and support provided under this Agreement
shall be as described in this Agreement and its attachments. However,
ISI makes no warranty that the MIPS or the Systems will be either
uninterrupted or error-free. Company shall share responsibility for
verifying the accuracy and completeness of all output and all forms
used by ISI for Company. OTHER THAN THE EXPRESS REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS AGREEMENT, ISI MAKES NO REPRESENTATIONS,
WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
8.2 WARRANTIES OF NON-INFRINGEMENT: ISI represents and warrants that it has
the full power and authority to grant the rights granted under this
Agreement without the consent of any other party. ISI further
represents and warrants that its Systems do not infringe any valid
United States patent, copyright, or trade secret.
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ISI
9.0 DISPUTES AND LIMITATION OF LIABILITY
9.1 DISPUTES: In the event that any dispute arises under this Agreement,
the parties will make every effort to resolve the dispute by mutual
agreement. If the dispute cannot be resolved in such manner, the
parties agree to submit such dispute to binding arbitration by a single
arbitrator in accordance with the then-current rules of the American
Arbitration Association. Judgment upon the award rendered may be
entered and enforced in any Massachusetts court of competent
jurisdiction. However, ISI agrees to continue to perform its
obligations under this Agreement during the pendency of such dispute or
arbitration so long as Company continues to pay the license fee, policy
processing fees and other fees and charges due and payable by Company
hereunder.
9.2 LIMITATION OF LIABILITY: In no event shall either party be liable to
the other under any claim, demand or action arising out of or relating
to their performance under this Agreement for any special, indirect,
incidental, exemplary, or consequential damages (including, but not
limited to, loss of anticipated profits, loss of use, or loss from
business disruption), regardless of whether or not either party, their
employees or agents have been advised of the possibility or likelihood
of such damages. Except in the event of a finding of gross negligence,
ISI's total liability for direct damages each year arising out of or in
connection with this Agreement shall in no event exceed one month's
average processing fee for the calendar year in which the event causing
the damages occurred. As used herein, the "processing fee" shall mean
the license fee plus the fees for policy processing, forms, Decision
Support System and telecommunications. The parties agree that Company
may incur costs, losses or expenses in the event that ISI's Systems
directly cause improper policy cessions or fail to properly cede
policies to CAR as required by this Agreement. Therefore, it is agreed
that direct damages incurred by Company shall specifically include
losses and expenses not covered by CAR due to cession problems or
Company's increased CAR deficit shares.
10.0 GENERAL
10.1 ASSIGNMENT: The provisions of this Agreement shall be binding on the
parties and on their successors and assigns. This Agreement shall not
be assigned by either party without the prior written consent of the
other, which consent shall not be unreasonably withheld, except that
the Agreement may be assigned by Company to a subsidiary corporation or
a corporation controlled by the present shareholders of Company.
10.2 TAXES: In addition to the fees and charges set out in this Agreement
and Attachment 2, Company agrees to pay any taxes arising from the
provision of services under this Agreement or any other activities
hereunder including sales, use, privilege, excise, or other taxes or
assessments, except for taxes based on ISI's net income.
10.3 DEFENSE OF ACTIONS: In the event that any statutory or regulatory
authority seeks refunds, damages or other compensation from Company
that is claimed to be attributable to the services provided under this
Agreement, ISI shall, at its own expense, have the right to participate
in any discussions, hearings, or other proceedings regarding such
action. Company agrees to cooperate with ISI in this regard to include
notification of the pendency of any such action. However, the final
decision regarding the appeal of such refunds, damages or compensation,
as well as the strategy and appellants, will remain Company's exclusive
right.
10.4 ENTIRE AGREEMENT: This Agreement (including all of its attachments and
any addenda hereto) shall constitute the entire agreement between ISI
and Company relating to the
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ISI
subject matter hereof and shall supersede all prior negotiations,
agreements and understandings between the parties relating to the
subject matter of the Agreement.
10.5 MODIFICATION: No modifications or additions to this Agreement shall be
binding on either party unless made in writing and signed by the party
against whom enforcement is sought.
10.6 WAIVER: No waiver of any provision of this Agreement shall be effective
unless made in writing. No waiver by either party of any breach of any
provision of this Agreement shall be construed as a waiver of any
subsequent breach or as a continuing waiver of such breach of this
Agreement. Failure to enforce any contract term shall not be deemed a
waiver of future enforcement of that or any other term.
10.7 NOTICE: All notices permitted or required under this Agreement shall be
directed to the address set forth on the first page hereof or to such
address as either party may from time to time specify by written notice
to the other. All notices shall be transmitted in one or more of the
following ways:
a. In writing, delivered in person: effective upon delivery; or,
b. Mailed by first class registered or certified mail, return
receipt requested, postage prepaid: effective 10 days after
mailing; or,
c. Sent by telex, or other telecommunications medium providing a
verifiable transcript: effective upon receipt.
10.8 SEVERABILITY: The provisions of this Agreement shall be severable. If
any provision of this Agreement is held invalid or unenforceable, then
(a) such provision shall be interpreted as though it provided for the
maximum permissible obligation or right, (b) application of such
provision in any other circumstances shall not be affected thereby, and
(c) the application of the remaining provisions hereof shall not be
affected by such application.
10.9 SUBSTANTIAL DEFAULT AND/OR DISCONTINUATION OF SERVICES: If ISI
substantially defaults on its contractual obligations, or if ISI
decides to no longer make the service available, ISI then grants to
Company the option to immediately license the Massachusetts Automobile
System for a fee of $250,000. The fee is payable to ISI at the time all
programs, files and documentation are turned over to Company.
10.10 HEADINGS AND TITLES: The designations of titles or headings for
paragraphs in this Agreement are for convenience only and shall not
limit or construe the contents of the Agreement in any way.
10.11 GOVERNING LAW: The terms and conditions of this Agreement shall be
governed by the laws of the Commonwealth of Massachusetts.
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ISI
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first written
above.
ISI SYSTEMS, INC. COMMERCE INSURANCE
COMPANY
-s- Xxxxxx X. Xxxxxxxxxx -s- Xxxxxx Xxxx
--------------------------------------- ------------------------------------
Signature Signature
Xxxxxx X. Xxxxxxxxxx
--------------------------------------- ------------------------------------
Name Name
Executive V. P. & General Manager
--------------------------------------- ------------------------------------
Title Title
12/17/91 12/13/91
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Date Date [12/13/91-im-j#53]
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ISI
ATTACHMENT 1
TO
MASSACHUSETTS INSURANCE
PROCESSING SERVICE AGREEMENT
STATEMENT OF SERVICES
PART A - CONDITIONS OF SERVICE
1.0 GENERAL
1.1 SERVICES - This attachment to the Massachusetts Insurance Processing
Service (MIPS) Agreement ("Agreement") describes the services and
conditions of service to be provided by ISI. MIPS includes:
1.1.1 Policy Administration
a. Cycle Processing
b. Regulatory Interfaces and Processing
(1) Merit Rating Board
- Notice to Reinquire
- Notice of Surcharge
(2) Commonwealth Automobile Reinsurers
- Cession Reporting
- Premium Reporting
- Claims Loss Reporting
(3) Registry of Motor Vehicle and Uninsured Motorist System
c. Decision Support System
1.1.2 Elective Services
1.2 CHOICES OF SERVICES - Company's choices of services are noted by its
initials in Attachment 2 of this Agreement.
1.3 COMPANY LOCATIONS - ISI will provide MIPS for the following Company
locations:
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxx Xxxx
Xxxxxxx, XX 00000
2.0 BASIC SERVICES
2.1 ON-LINE ACCESS - ISI's on-line system will be available during ISI's
standard hours, 7:00 a.m. to 7:00 p.m. E.S.T., with Saturday
availability from 8:00 a.m. to 5:00 p.m.
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ISI
E.S.T. except when ISI requires System testing of major releases or
large production runs. Availability beyond these times will be extended
at ISI's option.
2.2 DELIVERY OF OUTPUT - ISI shall deliver output and magnetic tapes
between ISI's computer facility and Company's location(s). Subject to
Paragraph 7.0 of the Agreement, ISI agrees to deliver all reports and
insurance documents within one (1) business day, excluding holidays and
weekends, following the Company's processing cycle. Electronic
transmissions will be forwarded to Company immediately following
successful completion of quality control and balancing of Company's
processing cycle at ISI. Changes or enhancements whether initiated by
Company or ISI, will occasionally impact this delivery schedule.
Quality control and balancing steps will commence immediately following
the production cycle.
2.3 CUSTOMER SUPPORT - ISI shall provide telephone support to Company
regarding the operations of the Systems during business hours (9:00
a.m. to 5:00 p.m. E.S.T.) except weekends and holidays.
2.4 PROGRAM MAINTENANCE - ISI shall maintain all MIPS computer programs in
accordance with Paragraph 3.0 (Compliance with Regulatory Requirements)
of the Agreement.
2.5 DATA RETENTION - ISI shall retain the most recent six (6) months of
data on electronic media to enable recovery from any errors in services
under this Agreement. Data retention for additional periods of time is
available at ISI's current rates.
2.6 DISASTER RECOVERY - In the event of a localized disaster such as
earthquake, hurricane, snowstorm, or fire at the Systems site, the
services to be performed by the Systems shall be performed at an
alternate site on equipment which will be able to provide Company's
minimum processing requirements. Equipment at the alternate site shall
be operated by ISI employees or by trained professionals who are
competent to operate such equipment and perform such services. ISI
assures Company that a disaster recovery plan is in place and that such
plan is available to Company.
2.7 AUDIT - ISI will allow Company's Internal Audit Department to perform
an annual ISI controls review which will provide Company with assurance
that the processing environment at ISI is adequately controlled.
3.0 NETWORK SERVICES
3.1 SERVICES - ISI will provide network services to Company. ISI will also
supply network planning and engineering services to configure the
appropriate equipment to support the Company's processing volume. ISI
will operate the network and will service all network changes and
problem reports. ISI will also be responsible for the installation and
ongoing management of all telephone lines and modems required to
support Company's communications hardware.
3.2 ACCESS - Company will have access to the ISI Network. Network access
permits Company to attach telecommunications equipment or computers
from one or more locations as detailed in Part A of this Attachment.
Company shall pay ISI a
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ISI
monthly charge for access to the ISI Network as reflected in Attachment
2. ISI will operate the network and will support all change requests
and problem reports. Remote Job Entry (RJE) will be implemented at no
charge.
3.3 TELECOMMUNICATIONS EQUIPMENT CHARGES - Based on Company's present
volumes, ISI agrees to install a terminal for each 12,500 policies on
the ISI Masterfile. ISI shall be responsible for all costs associated
with the terminal, such as installation costs, modem, terminal
multiplexor and line costs, as well as related terminal costs. If
additional terminals are desired, Company may use its own terminals.
Terminals desired in Agency locations shall be separately negotiated
with all User Companies sharing on a pro-rata basis. Network access to
the ISI's Systems is charged on a monthly basis for generic access and
utilization of the communications network. The current network access
fee will support as many as 120 concurrently utilized terminals. If
Company requires more than 120 terminals, the network access fee would
increase per Attachment 2. Company's phone lines and modems are
provided at no charge to Company. If Company requests additional phone
lines or equipment, Company will be charged at ISI's then current
rates.
3.4 TELECOMMUNICATIONS RELOCATIONS - Company shall pay ISI at its
then-current rates for the relocation of any telecommunications
equipment.
4.0 OUTPUT SERVICES
4.1 SERVICES - At Company's option, ISI will provide the following output
services.
a. Insurance Forms: ISI will provide laser printer insurance
documents to include renewal applications, statement of fact,
four-part declaration page, and SDIP letters, and will also
provide all services associated with production and management
including all operators' costs associated with machine
processing and readying of work for processing, and all
reasonable sorting, bursting and decollating of output forms.
Unless otherwise provided herein, ISI will purchase those
forms necessary for utilization hereunder for Company's
account. In no event will ISI be liable for any errors or
omissions contained in any Company-furnished or
Company-prescribed forms. Company shall be solely responsible
for verifying the accuracy and completeness of all forms
provided to ISI for Company's use by Company.
Policy assembly and attaching endorsement printing, etc. will
not be included; and may be offered as an optional service for
a fee.
b. Production Reports: ISI will produce control and balancing
reports in conjunction with the Company's processing cycle.
All reports will be produced in ISI standard laser output
format.
c. Microfiche Output: ISI will provide microfiche for impact
printed output as described in Part B below. ISI will produce,
quality control and ship microfiche output per Company's
specifications.
4.2 FEES - Costs of forms are as specified in Attachment 2.
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ISI
PART B - DESCRIPTION OF PROCESSING SERVICES
MIPS provides the following services for private passenger and commercial/fleet
lines of business:
1.0 POLICY ADMINISTRATION
1.1 CYCLE PROCESSING SERVICES - ISI will provide data collection services
via the Massachusetts Automobile Recording and Storage (MARS) System
for all policy related information. ISI will process all policy
administration transactions against entered policies for private
passenger and commercial automobile, as selected in Attachment 2. This
includes the following services:
a. Data entry and editing for all transactions including: new
business, endorsements, renewals, cancellations and policy
maintenance functions.
b. Rating of policies and endorsements.
c. Issuance of automatically rated policies.
d. Processing of cancellations, reinstatements and rewrites.
e. Processing of premium reporting and policy cessions for
automatically rated policies.
f. Production of such insurance forms as Coverage Selection Pages
and Safe Driver Insurance Plan (SDIP) Letters.
g. Production of control reports:
- Policy Register
- Error Logs
- Masterfile Control Reports
h. Production of microfiche reports:
- Control Reports
- Safe Driver Insurance Plan Statements
1.1.1 CYCLE PROCESSING OPTION - At Company's option, Company may select a
cycle processing frequency of one to five times weekly. The processing
cycle will apply transactions, update file and databases, produce
Company interface files, and create output reports and insurance
documents.
1.1.2 MARS DATA ENTRY SYSTEM - ISI will provide on-line data entry services.
In addition, ISI will provide generic edits for all data fields.
Company specific edits are available from ISI as special programming
requests. Company will receive the enhancements utilizing the Mercury
Database with no additional charge for use of said database. However,
utilization of the Mercury Database for inquiry purposes in the
traditional agency or customer service role is not authorized.
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ISI
1.1.3 RATE STRUCTURES - The fees and charges in this Agreement reflect ISI's
support of the currently selected Massachusetts mandated rate structure
as approved by the Massachusetts Division of Insurance and any Company
specific deviations from those set rates.
1.1.4 INDEPENDENT RATE FILINGS - Independent rate filings such as those
necessitated by competitive rating requiring significant changes such
as, but not limited to, rating methodologies, structure of territories,
or modifications of class descriptions shall be included as a part of
this pricing structure.
1.1.5 PRIVATE PASSENGER FEES
a. Company will pay ISI a policy processing fee for processing
Private Passenger automobile polices. This annual fee will be
billed out in twelve (12) equal monthly installments. On a
monthly basis, the in-term policy count for Company listed on
the ISI Underwriting Policy Controls, Policy Distribution
Report will be multiplied by the annual policy processing fee
divided by twelve. As used here, an in-term policy is an
insurance policy residing on the ISI Master Policy File as
measured from the effective date of each policy.
b. Renewal policy records may be processed on the System for up
to sixty (60) days prior to scheduled renewal at no charge.
However, renewal policy records stored for periods greater
than sixty (60) days prior to scheduled renewal shall be
charged at the policy processing fee. Expired policies will be
retained thirty (30) days beyond the policy expiration date.
Expired policies retained for more than 30 days beyond the
expiration date will be billed at the policy processing fee.
c. Should Massachusetts regulations require Company to add or
keep policies beyond the above stated days, then ISI will
provide this additional service at no charge to Company.
However, if Company, at its option, requires policies to be
kept beyond the above stated days, then Company will be
charged at the policy processing fee.
d. All fees are specified in Attachment 2.
1.1.6 COMMERCIAL AUTOMOBILE PROCESSING FEES
a. Company will pay ISI a service fee for processing Commercial
and Fleet automobile policies based on the Commercial and
Fleet premium volume as shown on the ISI Masterfile Control
Report. As used here, "Commercial and Fleet Automobile
Policies" shall mean all vehicles written on a fleet policy
and/or carrying a Commercial Class code as defined by the
Department of Insurance or a Private Passenger Type Vehicle
that is allowed on a Commercial Policy. "Fleet Policies" shall
be defined as five (5) vehicles or more of any classification
or type on a policy.
b. All fees are specified in Attachment 2.
1.1.7 MICROFICHE
a. On a cycle basis, ISI will provide microfiche reports
containing policy register for policies with activity during
that cycle.
b. Three (3) copies are included in the policy processing fee.
12
ISI
1.1.8 STATISTICAL INTERFACE FILES
ISI will provide an interface file(s) between ISI's MIPS Systems and
Company's internal processing systems allowing Company's computer
systems to incorporate and verify Massachusetts automobile data without
manual data entry. ISI will provide the following functions at no
charge:
- Update interface files to reflect regulatory changes using
mutually-agreeable Company specifications,
- Provide test packages of state changes in statistical
reporting requirements,
- Identify premium/non-premium transactions,
- Issue control and balancing reports, and
- Produce interface files during Company's processing cycle.
Any customization of the files beyond regulatory requirements shall be
at ISI's time and materials rate as defined in Attachment 2.
1.2 REGULATORY INTERFACES
1.2.1 MERIT RATING BOARD (MRB) PROCESSING
a. SERVICES - ISI will provide data processing services in
support of all current and future MRB activities in the
following areas:
- Safe Driver Insurance Program (SDIP)
- Notice of Surcharge
- Notice to Reinquire
(1) Safe Driver Insurance Plan (SDIP) - ISI processing
services will support all current and future SDIP
requirements mandated by the MRB. ISI will:
- Produce inquiries on magnetic tape for new
business, renewals, reinstatements, and the
addition of a new driver or property damage
coverage.
- Convert SDIP points to premium.
- Apply SDIP points/credits to vehicles.
- Generate all SDIP forms, including
"Statement of Unsafe Driver" and "Driver
Questionnaires".
- Produce management reports summarizing
inquiries generated, points applied, and
policy-to-date credit/point premiums at each
underwriting cycle.
- Produce registers and error reports for each
transaction sent to and received from the
MRB.
- Produce informational inquiries on magnetic
tape for converted not yet renewed policies.
- ISI will produce microfiche copies of SDIP
letters and Error letters.
13
ISI
(2) Notice to Reinquire System - At Company's option, ISI
will support all MRB requirements for Notice to
Require activities. The System will:
- Process Notices to Reinquire from the MRB on
magnetic tape.
- Generate all MRB reinquiries.
- Apply resulting points and premium
adjustments to policies.
b. RESPONSIBILITIES - The Merit Rating Board is responsible for
all data produced by the MRB. Company is responsible for the
integrity of all data that is keyed into the System that
causes inquiry activity. ISI is responsible for the correct
use and application of that data within the MIPS Systems.
c. FEES - Fee is included in Policy Processing Fee as specified
in Attachment 2.
1.2.2 COMMONWEALTH AUTOMOBILE REINSURERS (C.A.R.) PROCESSING SERVICES
a. C.A.R. Services - ISI will provide processing services to
support current Commonwealth Automobile Reinsurers (C.A.R.)
cessions requirements. ISI will:
- Submit monthly file for renewal business transactions
to CAR and Company.
- Submit daily file for new business transactions to
CAR and Company.
- Produce and ship Transaction Code 4 and 5 for
subsequent processing by C.A.R.
- Produce control reports and monthly transmittal
memorandum
b. Fees - All fees are specified in Attachment 2.
c. Development of Cession Monitoring Reporting System - ISI will
assist Company with the development of a comprehensive cession
monitoring reporting system. This system will ensure all
cession transactions are reported to CAR consistent with the
corresponding premium transaction, regardless of origin. Prior
to June 1, 1992, Company and ISI will work together to define
one or more approaches to a Cession Monitoring Reporting
System and ISI will provide Company with an estimate for the
development and processing fee for each approach. The
development fee will be appropriate only if Company will
receive customized enhancements beyond those offered to all
other ISI customers. Company will notify ISI no later than
August 1, 1992 whether or not it will utilize one of the
defined systems.
1.2.3 UNINSURED MOTORIST SYSTEM (UMS)
a. Services - ISI will provide services to Company as required
for Company's compliance with the applicable Massachusetts
regulations for the processing of Uninsured Motorists/Private
Passenger policies in coordination with the Registry of Motor
Vehicles.
(l) The UMS Integration Service will automatically
pre-fill data entry screens and provide on-line error
correction. At Company's option, uninsured motorist
required transactions will be submitted in one of two
ways:
14
ISI
- New business, cancellations, reinstatements,
clear unpaid premium transactions,
policyholder change transactions, and add
and deleted vehicle transactions will be
submitted via on-line submission, or
- New business, cancellations, renewals, UMS
required endorsements, reinstatements and
clear unpaid premium amounts will be
submitted via a daily batch tape to the
Registry of Motor Vehicles.
(2) The UMS Inquiry Service will provide an on-line
inquiry link to the Registry's database through ISI's
existing MIPS data entry terminals to enable
verification of vehicle identification number (VIN),
license number, registration, policyholder data,
insurance history, SDIP information and unpaid
premiums.
(3) At Company's option, ISI will produce UMS error
reports on microfiche.
b. Fees - Fee is included in the Policy Processing Fee as
specified in Attachment 2.
1.3 DECISION SUPPORT SERVICE
1.3.1 SERVICES - ISI will provide Company with a customized Decision Support
Service (DSS) to assist Company in automating its underwriting
decisions for Private Passenger processing as follows:
a. DSS will review each policy on the masterfile and assign point
values on the basis of territory, class, surcharge, driver
vehicle and other relevant factors based on Company's
proprietary and confidential algorithms. DSS will produce
reports which will list policy information, the computed point
values for those policies, and information as to what factors,
if any, were missing during the analysis run and the defaults
assumed in the case of missing information. Based upon this
information, Company will determine the policies upon which
actions should be taken.
b. At Company's option, ISI will replace Company's proprietary
and confidential algorithms with ISI's generic Analyzer
algorithms. In addition, ISI will make available to Company at
its request the industry-pointing information and tables
developed by ISI.
c. ISI will maintain and update the Company's proprietary
algorithms as stated in this paragraph. Company will provide
its proprietary algorithms to ISI in writing, marked
"Proprietary and Confidential", to a designated ISI employee
as advised by ISI. Such algorithms will be maintained in
strict confidence in accordance with Paragraph 5.2 of the
Agreement. In addition, ISI shall allow access to such Company
proprietary algorithms only to its employees who require such
information to perform ISI's obligations under this Agreement.
ISI agrees to not disclose Company's algorithms to any third
parties, or to use said algorithms, or similar algorithms
developed by ISI based upon Company's proprietary algorithms,
in its generic Analyzer product.
d. At Company's option, DSS will provide software services to
automatically move individual policies either in or out of
C.A.R at new business or renewal. At new business and prior to
policy renewal, Company may generate an override transaction
on an individual policy preventing automatic movement.
e. DSS will be run daily, weekly and monthly depending upon
Company selected options.
15
ISI
f. DSS reviews and reports the entire Company in-force masterfile
each month in addition to the prior month's new business and
client converted not yet renewed policies.
g. At Company's option, ISI will produce microfiche copies of the
reports.
h. From time to time, the information and output formats may
change to reflect changes in Massachusetts regulatory
decisions.
1.3.2 ANALYSIS AND TESTING - Each year from August 1st to July 31st, Company
will receive a total of twenty (20) days of programming analysis and
testing at no charge. However, ISI reserves the right to advise Company
that a specific request may incur more than twenty days' effort. In
such an instance, ISI will deliver an estimate of charges for the
entire project crediting the twenty days, and wait for Company's
approval. Failure to utilize said services shall neither entitle
Company to a credit nor entitle it to carry said services forward. ISI
agrees to rewrite Company's DSS logic with PROVE software, when
requested by Company and at no cost to Company. ISI assures Company
that the above mentioned twenty (20) days of free programming will not
be used for a rewrite of DSS using PROVE. ISI will inform Company in
advance if a particular request will result in the particular year's
free programming time being exceeded. Approval by Company will be
secured before the request is started by ISI.
1.3.3 FEES - Company agrees to pay ISI a per policy DSS fee. All fees are
specified in Attachment 2.
2.0 ELECTIVE SERVICES
2.1 SUPPLEMENTAL SERVICES - Company shall be entitled to receive copies of
any revisions to the System documentation produced by ISI. Additional
copies of operational manuals and documentation may be obtained from
ISI upon Company's written request at ISI's standard charge.
2.2 SUPPLEMENTAL TRAINING - Supplemental training and education for the
MIPS system including data entry, Systems functional capabilities, and
systems output review will be available upon Company request at ISI's
training fees as defined in Attachment 2.
2.3 CUSTOMIZED PROGRAMMING - Customized programming for the MIPS system
will be available upon Company's request at ISI's rates as defined in
Attachment 2. Each calendar year, Company will receive a total of forty
(40) days of programming, analysis and testing for special requests
submitted by Company. ISI will inform Company in advance if a task
requires more than 40 days, or if the performance of a particular
request will result in the Company exceeding the 40 free days of
programming time. The following procedures will apply:
a. From time to time, Company may ask ISI to review requirements
for customized work. In all cases, ISI will provide Company
with estimates of charges to accomplish said work. Company
shall have no ownership or other interest in such customized
work. Company, however, shall not be charged for any
additional development costs associated with the development
of generic tools to facilitate similar development for other
ISI customers. If ISI makes an enhancement which Company paid
for in customization available to its other client companies,
ISI shall proportionately reimburse Company for the charges
paid for such enhancements to the extent that the
16
ISI
effort required by ISI to develop and implement the
enhancements for its other clients is reduced by the prior
efforts associated with ISI's customized development of the
enhancements for Company
b. In certain cases, Company may request customized work which
Company categorizes as "proprietary status". Proprietary
status items are defined as those items which Company believes
may provide them a competitive edge in the industry. ISI will
acknowledge receipt of a proprietary status item and determine
if the item existed at that time as a planned enhancement, or
has already been provided to another customer. If the item
does not meet either criteria and Company approves the costs
to complete, ISI will not provide the same proprietary status
item to its other customers for a period of twenty-four (24)
months from the date of availability of that item or discuss
the proprietary status item with its other customers until the
24 month waiting period has expired. If ISI makes an
enhancement, which Company paid for in customization,
available to its other client companies after the 24 month
waiting period has expired, ISI shall proportionately
reimburse Company for the charges paid for such enhancement to
the extent that the effort required by ISI to develop and
implement the enhancements for its other clients is reduced by
the prior efforts associated with ISI's customized development
of the enhancements for Company
c. If during the 24 month period, a third party approaches ISI to
conduct similar work, ISI will advise Company of such request.
In addition, ISI will ask third party to provide complete
written specifications and in so performing work, will not
utilize any of the Company programs or Company proprietary
information.
d. Should a completed proprietary status item become a required
regulation either in part or in its entirety, within the 24
month period, Company will waive proprietary status.
e. During the 24 month period, ISI may request Company's
permission to consider allowing ISI to market the custom work
to other customers for a fee. ISI would propose to Company a
royalty plan as compensation.
17
ISI
ATTACHMENT 2
TO
RENEWAL ADDENDUM
BETWEEN
ISI SYSTEMS, INC.
AND
COMMERCE INSURANCE COMPANY
CHARGES AND FEES
1/1/92 to 12/31/97**
UNDERWRITING - [Agreement, 2.1]
Annual License Fee $ 900,000.00
TELECOMMUNICATIONS - [Part A, 3.0]
Network Access Charge,
1-120 Terminals, per month $ 3,600.00
121-240 Terminals, per month $ 3,600.00
Telephone Lines, requested by Company AT THEN CURRENT RATES
Other Equipment, requested by Company AT THEN CURRENT RATES
FORMS*-[Part A, 4.0]
Forms Fee, per policy $ .48
POLICY PROCESSING - [Part B]
Annual Fee, per policy, - [1.1.5]
to include: $ 1.20
Five Times Weekly Processing - [1.1.1]
Rating and Issuance - [1.1.3]
Renewal Records - [1.1.5b]
MRB Processing - [1.2.1]
SDIP Processing - [1.2.1, a,1]
C.A.R. Processing - [1.2.2]
UMS Processing - [1.2.3]
Microfiche - [1.1.7]
Statistical Interface Files, - [1.1.8]
Provisional Tapes
SNC Lienholder Processing
Commercial Automobile, - [1.1.6]
Annual Fee, per percentage
of written premium .95%
DSS* - [Part B, 1.3]
DSS, per policy fee $ .72
Informational Inquiry included
TRAINING- [Part B, 2.2]
Training rate, per day*** $ 550.00
Training rate, per partial day $ 300.00
TIME AND MATERIAL RATE - [Part B, 2.3]
Labor rate, per hour $ 70.00
Materials, as required AT THEN CURRENT RATES
* DSS and Forms services may not be discontinued prior to December
31,1994.
** Charges and Fees for Calendar Years 1995 through 1997 are subject to
Section 2.1 of the Agreement and CPI increases, with the exception of
Commercial Automobile Annual Fee.
*** A day is defined as a period of time greater than four (4) hours.
18
ISI
ATTACHMENT 2
TO
RENEWAL ADDENDUM
BETWEEN
ISI SYSTEMS, INC.
AND
COMMERCE INSURANCE COMPANY
CHARGES AND FEES
CONTINGENT FLEET AND COMMERCIAL AUTO FEES - [Agreement, 6.5]
Commercial Automobile, - [Part B, 1.1.6]
up to $500,000 in Premium Volume 2.0%
from $500,001 to $1,000,000 1.5%
over $1,000,000 1.0%
19
ISI
ATTACHMENT 3
TO
RENEWAL ADDENDUM
BETWEEN
ISI SYSTEMS, INC.
AND
COMMERCE INSURANCE COMPANY
SCHEDULED ENHANCEMENTS
91.2 November, 1991
1. Prefill (key over changes)
2. NB issued with actual SDIP STEP
3. Automation of Passive Restraint Discount
4. Pre-term Renewal with Renewal Term SDIP
5. Laser Printing:
1992 Coverage Selection Page - Private Passenger
1992 Statement of Facts
1992
6. Laser Printing: 1992 SAP (Commercial Lines) Coverage Selection Pages
7. Transaction Listing of Suspended Activity
8. Duplication of coverage information from one vehicle to next - to
expedite Data Entry
9. Expansion in number of Driver field
1993
10. Delivery of Generic Commercial Lines Analyzer product - Fee to be
negotiated*
11. Automation of Mass Auto Garage policy - Fee to be negotiated (not to
exceed 2% of premium per year)
* Prior to June 1, 1992, Company and ISI will work together to define one or
more approaches to a Commercial Lines Analyzer product and ISI will provide
Company with an estimate for the processing fee for each approach. Company
will notify ISI no later than August 1, 1992 whether or not it will utilize
one of the defined systems. If Company decides to utilize one of the options,
ISI will commence development of the product such that it will be available
for Company's use no later than December 31, 1993.
20
ISI
ADDENDUM A
TO
DATA PROCESSING SERVICE AGREEMENT
BETWEEN
ISI SYSTEMS, INC.
("ISI")
AND
COMMERCE INSURANCE COMPANY
("COMPANY")
DATED EFFECTIVE JANUARY 1,1992
The parties agree that the Agreement is amended as follows:
STATEMENT OF SERVICES
a. On a monthly basis, United States Fidelity and Guaranty Company,
Continental Insurance Company, American Hardware Insurance Company and
Safety Insurance Company will provide ISI with magnetic tapes of
policies whose agents will be Exclusive Representative Producers and
Voluntary Producers.
b. ISI will programmatically convert these policies into Company's file in
anticipation of processing each policy as a New Business policy. This
process will eliminate Company's requirement of keying each policy into
ISI's Systems.
c. Once the policies are on the ISI systems normal conditions, provisions
and fees of the Agreement will apply.
d. On a monthly basis, ISI will automatically transfer the designated
Aetna polices to Company.
FEES
For the services, Company will be charged as follows:
a. A one-time set up fee of $2,000.00 for United States Fidelity and
Guaranty Company policies.
b. A one-time set up fee of $2,000.00 for Continental Insurance Company
policies.
c. A one-time set up fee of $2,000.00 for American Hardware Insurance
Company policies.
d. A one-time fee of $.50 per policy for policies converted to the ISI
System.
e. No charge for USF&G Voluntary Producer policies. No USF&G Exclusive
Representatives Producer policies will be converted.
f. A $2.00 per policy fee for Aetna transfers. No charge for policies
effective after July 31,1992.
ISI
g. $100.00 per month during the conversion period for each Company Run.
All other terms and conditions of the Agreement remain in full force and effect
through the term of the Agreement.
ISI SYSTEMS, INC. COMMERCE INSURANCE
COMPANY
-s- Xxxxxx X. Xxxxxxxxxx -s- Xxxxxx Xxxx
--------------------------------------- --------------------------------------
Signature Signature
Xxxxxx X. Xxxxxxxxxx Xxxxxx Xxxx
--------------------------------------- --------------------------------------
Name Name
Executive V. P. & General Manager Executive Vice President & Treasurer
--------------------------------------- --------------------------------------
Title Title
7/24/92 6/16/92
--------------------------------------- --------------------------------------
Date Date
[5/27/92-ee-f#59]
ISI
ADDENDUM A
TO
MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT
BETWEEN
ISI SYSTEMS, INC.
AND
COMMERCE INSURANCE COMPANY
The parties agree that the Massachusetts Insurance Processing Service Agreement
("Agreement") by and between ISI Systems, Inc. ("ISI") and Commerce Insurance
Company, ("Customer"), dated December 13, 1991, is hereby revised as follows,
effective upon ISI's execution of this Addendum.
PARAGRAPH 92:
In line 10, change "the license fee " to read "the license fee (including Vision
transaction charges) plus".
Except as revised by this Addendum, the remaining terms and conditions of the
Agreement remain in full force and effect.
ISI SYSTEMS, INC. COMMERCE INSURANCE COMPANY
-s- X.X. Xxxxxxxx -s- Xxxxxx Xxxx
-------------------------------------- -------------------------------------
Signature Signature
XXXXXXX X. XXXXXXXX Xxxxxx Xxxx
-------------------------------------- -------------------------------------
Name Name
V. P., GENERAL COUNSEL-SECRETARY Executive Vice President & Treasurer
-------------------------------------- -------------------------------------
Title Title
11/9/92 September 30, 1992
-------------------------------------- -------------------------------------
Date Date
[10/5/92-ee-b-#53]
ISI
EXHIBIT 1
VISION(TM)
SOFTWARE LICENSE
TO
MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT
BETWEEN
ISI SYSTEMS, INC.
("ISI")
AND
COMMERCE INSURANCE COMPANY
("COMPANY")
The following software license terms (this "License") include the terms of and
are included in the Data Processing Service Agreement ("Agreement") to which
this License is attached. All terms defined elsewhere in the Agreement and not
otherwise defined in this License shall have the meaning given to them in the
Agreement.
1.0 GRANT OF LICENSE
In consideration of the payment of the transaction fees by Company and
subject to the terms and conditions of the Agreement and this License,
ISI grants to Company a nonexclusive right, with right to sublicense to
its selected agents only, to use the object code version of the Vision
computer programs and all manuals, instructions, documentation, coding
sheets or other documents or information relating thereto
(collectively, the "Vision Software") at the site(s) of Company Agents
and/or at Home Office locations on the CPU(s) indicated for such
program in Attachment A to this License. The Vision Software will allow
Company to use those functions of ISI's MIPS described in Attachment B
to this License.
2.0 LIMITS ON USE
2.1 USE OF THE VISION SOFTWARE - Company shall use the Vision Software only
for Company's internal purposes to access ISI's Massachusetts Insurance
Processing Systems (MIPS) as provided for in the Agreement. Company
shall not use the Vision Software for the benefit of or to provide
services to any third party except its subsidiaries and selected agents
including, but not limited to, use of the Vision Software to perform
data processing services for a third party which is not a subsidiary of
Company. For purposes of this License, "subsidiary" shall mean only
those corporations or other legal entities in which Company owns at
least fifty percent (50%) direct or indirect interest.
2.2 SUBLICENSE TO AGENTS - Subject to this License, Company may sublicense
the Vision Software to its selected agents only for use with ISI and
Company Systems. In effecting such sublicenses, Company shall cause its
selected agents to agree to the provisions of this License in a form
similar or substantially similar to the Agent's Sublicense attached to
this License. Company will use its best efforts and take all
1
ISI
reasonable steps to protect the Vision Software from unauthorized
reproduction, publication, disclosure, or distribution by its selected
agents.
3.0 LICENSE FEES
Company shall pay ISI the transaction fees specified in Attachment A
which will be billed on a monthly basis.
4.0 OWNERSHIP AND CONFIDENTIALITY
4.1 LIMITED RIGHTS - Except as explicitly provided elsewhere in the
Agreement (including but not limited to Part B, Section 2.3, Customized
Programming) or this License, the Vision Software and all derivatives
and modifications thereof (including those made by or for Company)
shall at all times remain the property of ISI, and Company shall have
no rights to such software. The Vision Software and all derivatives and
modifications of the Software shall be deemed to be Confidential
Information of ISI to be protected as explained below. All components
of the Vision Software shall be clearly presented/marked as
Confidential Information of ISI.
4.2 PROTECTION OF CONFIDENTIAL INFORMATION - Company shall treat and
maintain in confidence all Confidential Information provided by ISI.
Company shall not use, copy, disclose, or permit any of its personnel
to use, copy or disclose such Confidential Information except to
Company's selected agents to the extent allowed under this License.
However, Company may disclose and demonstrate the Confidential
Information to the extent necessary to prospective agents. Company
shall limit access to Confidential Information to those employees
and/or consultants who require such access in order to permit Company
to use the Confidential Information to the extent permitted elsewhere
in this License in furtherance of Company's business.
4.2.1 COPYING OF SOFTWARE - Company shall have no right to copy any of the
Vision Software except for (i) purposes of system backup and (ii) as
required to permit use of the Vision Software at Company's sites or its
selected agents' sites.
4.2.2 STANDARD OF CARE - Company shall take all reasonable precautions to
maintain the confidentiality of all Confidential Information including,
but not limited to, employment of precautions for the protection of
Confidential Information which are no less stringent than those
employed by Company to protect its own proprietary information and
trade secrets.
4.3 RETURN OR DESTRUCTION - If at any time Company has in its possession or
under its control one or more partial or complete copies of any
Confidential Information which Company does not, pursuant to the terms
of this License, have the right to use at the location and/or on the
computer where such copies are located, then Company shall (without the
requirement of any notice or demand from ISI) either deliver to ISI or
destroy all such copies, regardless of form. If Company elects to
destroy such copies, it agrees to notify ISI promptly in writing that
such copies have been destroyed.
4.4 SURVIVAL OF TERMS - The provisions of this Paragraph 4.0 shall survive
termination of this License and the Agreement, regardless of the reason
for such termination.
2
ISI
5.0 LIMITED WARRANTIES
5.1 MEDIA - ISI hereby warrants to Company that all of the magnetic media
delivered to Company by ISI on which any of the Vision Software is
recorded (including any diskettes or tapes, but excluding the
information recorded thereon) are free from defects in materials and
faulty workmanship at the time of shipment by ISI. If any defect exists
at the time of shipment which is detected within ninety (90) days of
the time of shipment, then the defective item will be replaced by ISI
at no charge to Company. THIS WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES REGARDING THE MAGNETIC MEDIA, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE
EXPRESSLY DISCLAIMED. IN NO EVENT SHALL ISI BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY DEFECTS
IN THE MAGNETIC MEDIA.
5.2 VISION SOFTWARE - Subject to the limitations of liability contained in
the Agreement and this license, ISI warrants that the Vision Software
as delivered to Company and when used by Company without modification
for its intended purpose (i) does not and will not infringe, violate or
invade any copyright, trade secret, trademark, patent, right of
privacy, or any proprietary or personal right of any third party, and
(ii) so long as such program is supported by ISI, it will operate
substantially as specified within the Vision Software product
description. EXCEPT FOR THE FOREGOING WARRANTIES OF NONINFRINGEMENT AND
OPERATION IN SUBSTANTIAL COMPLIANCE WITH SPECIFICATIONS, THE Vision
SOFTWARE IS PROVIDED WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
5.3 CORRECTION OF ERRORS - Company understands and accepts the risk that
errors may exist or occur in the Vision Software, and agrees that no
such error will be deemed to violate the warranty contained in this
Paragraph 5.0, provided ISI diligently investigates and corrects such
error after Company reports it to ISI.
6.0 INFRINGEMENT INDEMNITY
6.1 INDEMNIFICATION - Subject to the limitations of liability contained in
the Agreement and this License, ISI agrees to indemnify and hold
harmless Company from all costs, expenses (including reasonable
attorneys' fees), losses, liabilities, damages, and settlements arising
out of or in connection with any claim or suit based on allegations
which, if true, would constitute a breach of the warranty of
noninfringement contained in Paragraph 5.0 above. ISI agrees to notify
Company within 30 days of the date that such a claim or suit is filed
against them and to provide a summary analysis of the factual/legal
basis for such action and the likelihood for favorable settlement. ISI
further agrees to provide updates to Company as significant
developments occur (or every six months, whichever occurs first) as
well as updated assessments of their ability to prevail.
6.2 RIGHT TO CURE OR TERMINATE - If any claim, demand or action brought
hereunder against ISI or Company is based on allegations which, if
true, would constitute a breach of the warranty of noninfringement
contained in Subsection 5.2(i) above with respect to the Vision
Software, then ISI, at its option and expense, shall have the right to
do any one or more of the following:
3
ISI
6.2.1 Obtain for Company the right to continue using the Vision Software or a
modified version thereof.
6.2.2 Replace all or part of the Vision Software with a non-infringing
Program; or,
6.2.3 If ISI cannot effect either of the options in Subparagraphs 6.3.1 or
6.3.2 above, it may terminate the license granted to Company for the
Vision Software and refund to Company an amount equal to the total fees
paid to ISI by Company in connection with the Vision Software during
the preceding twelve (12) months. This refund would be in addition to
Company's other rights and remedies at law or equity.
7.0 MAINTENANCE AND UPDATES
7.1 ERROR CORRECTION - So long as it continues to support the Vision
Software, ISI agrees to diligently investigate and correct any error in
such program reported to ISI by Company and determined by ISI to be an
error in the program or in the operating procedures recommended by ISI.
These services shall be provided at no additional cost to Company in
accordance with the following procedures:
7.1.1 ISI will accept error reports only from Company.
7.1.2 Company must first replicate the agent-reported error on its own
hardware. If the error can be replicated and documented by Company, the
error will then be reported to ISI through Company's Coordinator for
investigation and correction. However, if ISI determines that any error
reported by Company is not an error in the program or operating
procedures, Company shall pay ISI for its services in investigating and
correcting such error at ISI's then-current consulting fees.
7.2 UPDATES AND RELATED PRODUCTS - From time to time at its option, ISI may
develop and distribute a new version or revision of the Vision Software
("Update", such as Local Area Network support and 4 page application to
2 page) or a new product which is related and may in fact be a
derivative of such program ("Related Product" such as REPS).
7.2.1 In general, a module of software which simply corrects errors or
enhances the existing features and functions of a program is an Update,
while one which adds new and significant functions and features is a
Related Product. Whenever there is any question regarding the
classification of a particular piece of software as an Update or a
Related Product, ISI shall make a determination which shall be binding
upon ISI's customers including Company.
7.2.2 At no additional cost, ISI shall provide to Company all Updates to the
Vision Software. All Updates provided to Company hereunder shall be
deemed to be Confidential Information and shall be subject to the
provisions of this License. Company shall maintain the Vision Software
based on the most recent version that ISI releases and ensure that its
selected agents maintain the most recent version. Failure of Company to
do so will release ISI from any further warranty or performance
liability under the Agreement and this License relative to the affected
copy of the Vision Software.
4
ISI
7.2.3 ISI shall offer to Company the option to add any Related Product to the
Vision Software at mutually-agreeable additional fees to be determined
by ISI at the time of the offering. If Company does not choose to add
an offered Related Product, ISI represents to Company that the VISION
Product used by Company (reflecting the latest Update) will continue to
be supported and updated by ISI.
7.3 UNSUPPORTED PROGRAMS - If ISI decides to no longer support the Vision
Software, ISI shall have the right to amend the pricing schedule to
this License of the Agreement to indicate that such Program is
unsupported in accordance with the following procedure:
7.3.1 ISI shall provide written notice to Company that the Vision Software
will cease to be supported on a specified date (the "Cutoff Date")
which must be at least six (6) months in the future.
7.3.2 Until after the Cutoff Date, ISI shall continue to support such Vision
Software and Company shall continue to pay any monthly use fee(s)
specified on the Attachment A of the Agreement for such Vision
Software.
7.3.3 Effective on the Cutoff Date, Attachment 2 of the Agreement shall be
amended to reflect that such Vision Software is unsupported. As a
result: (i) ISI shall have no further obligation to correct errors in
the Vision Software; (ii) the warranty contained in Subsection 5.2(i)
above shall no longer be effective with respect to such Vision
Software; (iii) Company shall have no further obligation to pay any
monthly use fees in connection with such Vision Software; and, (iv)
Company shall have the right to receive a copy of the source code for
such Vision Software, excluding any third-party software. At Company's
option, ISI agrees to provide a copy of the source code anytime after
the date of their announced decision to not support the Vision
software.
7.3.4 ISI will use every reasonable effort to obtain for Company a license of
any embedded third party software at a license fee or fees comparable
to ISI's then current license fee for such software. ISI will
immediately begin the efforts to pursue such third party software,
after the date of their announcement to not support Vision, if so
requested by Company.
8.0 TERMINATION OF VISION SOFTWARE
8.1 TERMINATION OF SELECTED AGENTS: Company may terminate any of its Vision
Software licenses at any time. However, Company shall ensure that those
provisions in the sublicense comparable to Paragraph 4.3 above are
enforced relative to return and/or destruction of Vision materials.
8.2 TERMINATION OF COMPANY'S VISION SOFTWARE: Subject to Section 6.0 of the
Agreement, Company may terminate this License in its entirety without
payment to ISI after December 31, 1993, upon six (6) months' written
notice to ISI.
9.0 MANUALS
9.1 MANUALS PROVIDED - At no additional cost to Company, ISI will provide
one user manual for the Vision Software and applicable subsystems
licensed by Company and one user manual for each agent location in
which Vision has been installed.
5
ISI
9.2 ADDITIONAL MANUALS - Company may purchase additional copies of the
manual(s) for the Vision Software at ISI's then-current standard price
for such manual(s).
9.3 SHIPPING - Company shall pay all shipping charges for manual copies and
other documentation sent to its agents by ISI.
IN WITNESS WHEREOF, the parties hereto have caused this License to be executed
in duplicate by their duly authorized representatives as of the day and year
written below.
ISI SYSTEMS, INC. COMMERCE INSURANCE COMPANY
-s- X.X. Xxxxxxxx -s- Xxxxxx Xxxx
-------------------------------------- ------------------------------------
Signature Signature
XXXXXXX X. XXXXXXXX Xxxxxx Xxxx
-------------------------------------- ------------------------------------
Name Name
V. P., GENERAL COUNSEL-SECRETARY Executive Vice President & Treasurer
-------------------------------------- ------------------------------------
Title Title
11/9/92 September 30, 1992
-------------------------------------- ------------------------------------
Date Date [10/5/92-ee-g#53]
6
ISI
ATTACHMENT A
TO
VISION
SOFTWARE LICENSE
VISION SOFTWARE PRICE SCHEDULE
Company Computer Site:
_________________________________
_________________________________
Company CPU: _________________________________
NEW BUSINESS/ENDORSEMENT/CANCELLATION * TRANSACTION FEE: $ .50 each
TRAINING FOR AGENTS
(Groups of 10 People)
ISI Location $ 1,000
Company Location $ 1,000 **
Agent Location $ 400 **
(Per agency)
Hardware Review $ 350 **
Review of Pricing
Company agrees to use its best efforts to install Vision workstation software
for agents with an annual total of Commerce written personal automobile premium
of at least $40 million by May 1, 1993. Once this volume threshold is satisfied,
whether that is before or after May 1, 1993, ISI agrees to review the Vision
pricing. Company reserves the right to request the review of Vision pricing
anytime after the $40 million threshold is attained. If such threshold has not
been met, the above pricing, subject to the provisions of Paragraph 2.1 of the
Agreement, shall remain in effect.
* Cancellation transactions will be available to Company upon a mutual
agreeable date.
** Plus travel and living expenses when appropriate and subject to the approval
of Company's authorized representative.
7
ISI
ATTACHMENT B
TO
VISION
SOFTWARE LICENSE
VISION STATEMENT OF FUNCTIONS
1. STANDARD SERVICES
The Vision Software will allow Company to use the following MIPS
services:
- New Business/Endorsement/Cancellation * Entry
- Editing
- Application Generation
- Application Print
- Rate/Quote and Update
- Prefill for Endorsements, Cancellations and Loss Notice Form
- RMV-1 Print Only
- Checkpoint Form Print Only
- Loss Notice Form Print Only
- Agency Control File
The above services also include the following features:
- "Train the Trainer" Education
- OBS Communication Software
- ISI Port/Modem Access
- Documentation
- Customer Service Hotline
- Diskettes Containing Updates
2. SOFTWARE AND HARDWARE REQUIREMENTS
SOFTWARE:
- PC Software DOS 3.3 or above
HARDWARE:
- As required in ISI's Vision Hardware Review (attached)
* Cancellation transactions will be available to Company upon a mutual agreeable
date.
8
ISI
3. EXTRA CHARGE SERVICES
- Agent entered UMS Inquiry $ .02 per screen *
- Dedicated Line To be determined
- Remote Entry Processing System (PC-REPS) To be determined
* Company entered UMS Inquiries are available at no charge to Company.
9
ISI
VISION(TM)
AGENT SOFTWARE SUBLICENSE
BETWEEN
______________________COMPANY
AND
____________________________
____________________________
____________________________
("AGENT")
The following software sublicense (this "Sublicense") shall govern Agent's use
of the ISI Systems, Inc. ("ISI") Vision Software for access to ISI's
Massachusetts Insurance Processing Service Agreement (MIPS) as governed by an
agreement between ISI and _____________________________________________Insurance
Co. ("Company").
1.0 GRANT OF LICENSE
In consideration of their mutual promises and obligations and subject
to the terms and conditions of this Sublicense, Company grants to Agent
a nonexclusive right, without right to sublicense, to use the object
code version of the Vision computer programs and all manuals,
instructions, documentation, coding sheets or other documents or
information relating thereto (collectively, the "Vision Software") at
Agent's site(s) indicated above.
2.0 LIMITS ON USE
Agent shall use the Vision Software only for its internal purposes to
access ISI's MIPS System and Company systems. Agent shall not use the
Vision Software for the benefit of or to provide services to any third
party.
3.0 OWNERSHIP AND CONFIDENTIALITY
3.1 LIMITED RIGHTS - Except as explicitly provided elsewhere in this
Sublicense, the Vision Software and all derivatives and modifications
thereof (including those made by or for Agent) shall at all times
remain the property of ISI which is a third-party beneficiary to this
Sublicense, and Agent shall have no rights to such software. The Vision
Software and all derivatives and modifications to Vision Software shall
be deemed to be Confidential Information of ISI to be protected as
explained below.
3.2 PROTECTION OF CONFIDENTIAL INFORMATION - Agent shall treat and maintain
in confidence all Confidential Information provided under this
Sublicense. Agent shall not use, copy, disclose, or permit any of its
personnel to use, copy or disclose such Confidential Information. Agent
shall limit access to Confidential Information to those employees
and/or consultants who require such access in order to permit Agent to
use the Confidential Information to the extent permitted elsewhere in
this Sublicense in furtherance of Agent's business.
3.2.1 COPYING OF SOFTWARE - Agent shall have no right to copy any of the
Vision Software except for (i) purposes of system backup and (ii) as
required to permit use of the Vision Software at Agent's site.
1
ISI
3.2.2 STANDARD OF CARE - Agent shall take all reasonable precautions to
maintain the confidentiality of all Confidential Information including,
but not limited to, employment of precautions for the protection of
Confidential Information which are no less stringent than those
employed by Agent to protect its own proprietary information and trade
secrets.
3.3 RETURN OR DESTRUCTION - If at any time Agent has in its possession or
under its control one or more partial or complete copies of any
Confidential Information which Agent does not, pursuant to the terms of
this Sublicense, have the right to use at the location and/or on the
computer where such copies are located, then Agent shall (without the
requirement of any notice or demand from ISI) either deliver to ISI or
destroy all such copies, regardless of form. If Agent elects to destroy
such copies, it agrees to notify ISI promptly, in writing, that such
copies have been destroyed.
3.4 SURVIVAL OF TERMS - The provisions of this Paragraph 3.0 shall survive
termination of this Sublicense, regardless of the reason for such
termination.
4.0 MANUALS
4.1 MANUALS PROVIDED - At no additional cost to Agent, Company will provide
one user manual for the Vision Software and applicable subsystems
licensed by Agent and one user manual for the Vision Agent Control
System to the Agent.
4.2 ADDITIONAL MANUALS - Agent may purchase additional copies of the
manual(s) for the Vision Software through Company at ISI's then-current
standard price for such manual(s) plus shipping charges.
5.0 GENERAL
5.1 ENTIRE AGREEMENT - This entire Sublicense shall constitute the entire
agreement between Company and agent relating to the subject matter
hereof and shall supersede all prior negotiations, agreements and
understandings between the parties relating to the subject matter of
this Sublicense.
5.2 GOVERNING LAW - This Sublicense shall be governed by and construed in
accordance with the laws of the State of______________________________.
IN WITNESS WHEREOF, the parties hereto have caused this Sublicense to be
executed in duplicate by their duly authorized representatives as of the day and
year first written above.
___________________________COMPANY AGENT
____________________________________ _____________________________
Signature Signature
____________________________________ ______________________________
Name Name
____________________________________ ______________________________
Title Title
____________________________________ ______________________________
Date Date
2
ISI
VISION HARDWARE REVIEW AND QUESTIONNAIRE
HARDWARE REVIEW
NAME:______________________________________________________
ADDRESS:______________________________________STATE__________ ZIP_______________
PHONE #___________________________AGENT #_______________________________________
CONTACT _____________________________________________________
HARDWARE
______ IBM PC/AT Computer (or any true IBM-Compatible)
______ CGA Monitor or better
______ 640K Memory
______ 20 Megabytes Recommended Hard Disk Space Available
______ Diskette Size
ONE OF THE FOLLOWING PRINTERS:
______ HP Laser Jet Series II or fully compatible, laser printer uses
printer control languages - PCL
______ Epson Dot Matrix or fully compatible, if not an Epson, printer must be
in Epson mode.
______ HP ThinkJet (Epson compatible mode only)
MODEMS
______ Xxxxx Smartcom of any speed 1200-9600 baud, internal or external
______ Concord Data, in Xxxxx command set mode, ISI will need to inspect the
modem
______ Microcom, ISI will need to inspect the modem
______ NEC, ISI will need to inspect the modem
PHONE LINE
______ Dedicated New England Telephone Line, separate telephone number
(preferred)
______ Hook to current Voice Telephone Line
______ Switchboard has to be Analog, find out how to get outside Telephone
Line
ISI
QUESTIONNAIRE
1. What Agency Management Vendor are you currently using?
___________ AMS ______ CISCO ______ Leader ______ XxXxxxxxx
___________ Agena ______ Delphi ______ Liberty ______ Xxxxxxx
___________ Applied ______ Xxxxx ______ Matrix ______ Other ________
___________ Cair ______ Insurnet ______ Mountain States
2. What are the total number of Terminals by Type?
PC - XT ______ _______________
PC - AT ______ _______________
PS-2 ______ _______________
Non-intelligent
(No hard drive) ______ _______________
3. How many remote locations are connected to your system?__________
4. What will be the total number of VISION terminals in your organization
by location?
______ ________________________
______ ________________________
______ ________________________
______ ________________________
ISI
ADDENDUM C
TO
MASSACHUSETTS INSURANCE PROCESSING
SERVICE AGREEMENT
("MIPS")
BETWEEN
ISI SYSTEMS, INC.
("ISI")
AND
COMMERCE INSURANCE COMPANY
Dated effective January 1,1992
The parties agree that the above referenced Agreement is amended as follows:
A new paragraph 1.1.6 c. of Part B in Attachment 2 of the Agreement is hereby
added as follows:
c. Policy Assembly Services:
(1) ISI will provide the following policy assembly
services for Massachusetts Commercial Simplified
Automobile Program (SAP) policies for new business,
endorsements (available after implementation of
Release 93.1) and renewal transaction processing. The
following items will be attached to the Policyholder
Declaration page and schedule:
- All applicable laser printed forms and
endorsements for data resident on MAS,
- laser printed forms and endorsements with a
checklist when additional data is required
or when questionable data is identified, and
- up to four Company specific forms with
Company logo.
Mail-ready policies will be separated from those
requiring additional handling
(2) ISI will also provide Company with:
- A monthly conversion list to support Company
validation or change of data,
- a supply of laser printed forms for manual
policies.
(2A) Section 6.0 (Termination) of the Agreement does not
apply to the Policy Assembly Service. Commerce
reserves the right to discontinue use of the service
with 90 day prior notice.
ISI
(3) The fee for this service shall be as follows:
One time implementation fee $ 5,000.00
Up to $500,000 of Written Premium .15%
$500,001 to $1,000,000 .10%
Over $1,000,000 .05%
Laser printed forms which are in fact
attached to the Policyholder
Declaration page and schedule. $ .025
Except as revised by this Addendum C, all other terms and conditions of the
Agreement shall remain in full force and effect.
ISI SYSTEMS, INC. COMMERCE INSURANCE COMPANY
-s- X.X. Xxxxxxxx -s- Xxxxxx Xxxx
------------------------------------ -------------------------------------
Signature Signature
XXXXXXX X. XXXXXXXX Xxxxxx Xxxx
------------------------------------ -------------------------------------
Name Name
VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY Executive Vice President & Treasurer
------------------------------------ -------------------------------------
Title Title
9/9/93 August 31, 1993
------------------------------------ -------------------------------------
Date Date [7/2793-kb-b-#hd]
ISI
ADDENDUM D
TO
MASSACHUSETTS INSURANCE PROCESSING
SERVICE AGREEMENT
("MIPS")
BETWEEN
ISI SYSTEMS, INC.
("ISI")
AND
COMMERCE INSURANCE COMPANY
Dated effective January 1, 1992
The parties agree that the above referenced Agreement is amended as follows:
1. PARAGRAPH 1.2, TERM
Line 3 of paragraph 1.2 is deleted in its entirety and replaced with
the following:
January 1, 1992 to December 31, 2000
2. PARAGRAPH 2.1, FEES
Paragraph 2.1 is deleted in its entirety and replaced with the
following:
2.1 FEES: Company agrees to pay ISI an annual license fee for each year
this Agreement is in effect. This fee shall be billed out each year in
twelve (12) equal monthly installments by the 10th of each month for
the previous month's work. An additional policy processing fee per
policy will be billed each month. The fee and charges that are payable
by the Company for years 1992 through 1994 for the provision of MIPS
under this Agreement are explained in Attachment 1 and set out in
Attachment 2. For processing years 1995 through 1997, Company agrees to
pay an annual increase in processing charges and fees, except for the
Fleet and Commercial policies, for the stated years based on the
Federal Consumer Price Index (CPI) published as of December 31st of the
previous year. For processing years 1998, 1999, and 2000, Company
agrees to pay an annual increase in all processing charges and fees,
except for the Fleet and Commercial policies, for the stated years
based on the Federal Consumer Price Index (CPI) published as of
December 31st of the previous year not to exceed four percent (4%)
annually.
3. PARAGRAPH 6.2, TERMINATION BY COMPANY
Paragraph 6.2 is deleted in its entirety and replaced with the
following:
6.2.1 Company may not terminate this Agreement prior to December 31,
1998, except under Paragraph 6.1 above. In the event that Company
terminates the Agreement after December 31, 1998, the Roll-Off period
shall immediately commence upon the effective
ISI
date of termination. For purposes of this Agreement, Roll-Off shall
mean a minimum of a twelve (12) month period of time in which ISI
continues to provide services to the Company.
6.2.2 Notwithstanding the above, Company may begin Roll-Off activities
as defined herein, at any time after June 30, 1998, for personal and/or
commercial processing services.
4. PARAGRAPH 6.4, ROLL-OFF SERVICES
Paragraph 6.4 is deleted in its entirety and replaced with the
following:
ROLL-OFF SERVICES: Company must notify ISI in writing at least twelve
(12) months prior to the Roll-Off term. In the first month the Roll-Off
will physically commence, and the subsequent months that Company
remains on the System, the annual license fee will be waived and a
monthly minimum equal to one twelfth the annual license fee plus CPI
will be charged in addition to the normal monthly processing charges
Company incurs. If Roll-Off commences with policy effective dates
between July 1, 1998 and December 31, 1998, in accordance with Section
6.2.2, there shall be a rate adjustment to the fees/charges of fifteen
percent (15%) less Consumer Price Index (CPI) retroactive to January 1,
1998 and through the expiration of the Roll-Off period. Once Roll-Off
begins, expired policies associated with the Roll-Off will be retained
thirty (30) days beyond the policy expiration date. Said policies
retained for more than thirty (30) days beyond the expiration date will
be charged at a rate of $0.12 per record per month. ISI activities
associated with Roll-Off will be charged at the current time and
materials rate.
5. PARAGRAPH 6.5, FLEET AND COMMERCIAL AUTOMOBILE CONTINUATION
Paragraph 6.5, Line 1, "prior to December 31, 1997" is deleted. At end
of paragraph, add: "However, there shall be a Commercial monthly
processing fee of no less than fifteen thousand dollars ($15,000)."
Except as revised by this Addendum D, all other terms and conditions of the
Agreement shall remain in full force and effect.
ISI
ISI SYSTEMS, INC. COMMERCE INSURANCE
COMPANY
-s- June X. Xxxxxx, Esq. -s- Xxxxxx Xxxx
------------------------------ ----------------------------------
Signature Signature
June X. Xxxxxx, Esq. Xxxxxx Xxxx
----------------------------- ----------------------------------
Name Name
Vice President & General Counsel EVP
--------------------------------- ----------------------------------
Title Title
12/23/96 12/23/1996
-------------------------------- ----------------------------------
Date Date
ISI
ADDENDUM E
TO
MASSACHUSETTS INSURANCE PROCESSING SERVICE AGREEMENT
BETWEEN
ISI SYSTEMS, INC.
("ISI")
AND
COMMERCE INSURANCE COMPANY
("COMPANY")
DATED JANUARY 1, 1992
The parties agree that this Addendum E ("Addendum") modifies the Massachusetts
Insurance Processing Service Agreement ("Agreement") dated effective January 1,
1992 between the aforementioned parties and forms an integral part of the
Agreement. All terms defined elsewhere in the Agreement and not otherwise
defined in this Addendum E shall have the meanings given to them in the
Agreement.
RECITAL OF FACTS:
1. The Company desires to add commercial policy processing to their existing
private passenger policy processing through ISI's Uninsured Motorists System
("UMS") effective October 1, 1997.
Now, therefore, in consideration of their mutual promises and
obligations, the Agreement is amended as follows:
PART B, SECTION 1.2.3 UNINSURED MOTORIST SYSTEM (UMS)
Part B, Section 1.2.3, Uninsured Motorist System (UMS), is hereby
amended by adding the following Sub-sections:
C. COMMERCIAL POLICY SERVICES
(1)ISI will provide the following services for commercial
policies:
a. UMS-required transactions will be submitted via a
daily batch tape to the Registry of Motor Vehicles
("RMV").
(2)RMV ACCESS SERVICE - ISI provides Company passwords and
sign-on capability enabling Company to access the RMV's
Screens via ISI's network, process on-line inquiries, and
process real-time updates to the RMV database.
(3)UMS-1 - This system enables Company to report
transactions directly to the RMV without updating
Company's database on ISI's System. Company is also able
to process error inquiries and corrections using UMS-1.
1
ISI
D. FEES FOR COMMERCIAL POLICIES
IMPLEMENTATION FEE:
One-time implementation fee of $12,000, due as follows:
Ten thousand dollars ($10,000.00) upon execution of this
Addendum by Company; Two thousand dollars ($2,000.00) due
September 30, 1997;
BASE FEE:
One thousand dollars ($1,000.00) per month commencing
October 1, 1997.
Policy Processing Fee (percent of premium):
Annual fee, payable monthly.
Up to $10,000,000 in Premium Volume .30% of premium
$10,000,001 to $25,000,000 .10% of premium
$25,000,001 to $35,000,000 .05% of premium
$35,000,001 and over .03% of premium
2. EFFECTIVE DATE
The effective date of this Addendum is October 1, 1997. The actual date
for implementation of service will be mutually agreed upon by Company
and ISI.
Except as amended by this Addendum E to the Agreement, all other terms and
conditions of the Agreement shall remain in full force and effect.
ISI SYSTEMS INC. COMMERCE INSURANCE COMPANY
-s- June X. Xxxxxx -s- Xxxxxx Xxxx
--------------------------------- ----------------------------------
Signature Signature
June X. Xxxxxx, Esq. Xxxxxx Xxxx
--------------------------------- ----------------------------------
Name Name
Vice President & General Counsel Executive Vice President & CFO
--------------------------------- ----------------------------------
Title Title
9/30/97 October 1, 1997
--------------------------------- ----------------------------------
Date Date
2
[LOGO]
ADDENDUM F
TO
MASSACHUSETTS INSURANCE PROCESSING
SERVICE AGREEMENT
("MIPS")
BETWEEN
CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC.
("CGI")
(FORMERLY ISI SYSTEMS, INC.)
AND
COMMERCE INSURANCE COMPANY
DATED EFFECTIVE JANUARY 1, 1992
The parties agree that the above referenced Agreement is amended as follows:
1. PARAGRAPH 1.2, TERM
Line 3 of paragraph 1.2 is deleted in its entirety and replaced with
the following:
January 1, 1992 to December 31, 2003
2. PARAGRAPH 2.1, Fees
Paragraph 2.1 is deleted in its entirely and replaced with the
following:
2.1 FEES: Company agrees to pay CGI an annual license fee for each year
this Agreement is in effect. This fee shall be billed out each year in
twelve (12) equal monthly installments by the 10th of each month for
the previous month's work. An additional policy processing fee per
policy will be billed each month. The fee and charges that are payable
by the Company for years 1992 through 1994 for the provision of MIPS
under this Agreement are explained in Attachment 1 and set out in
Attachment 2. For processing years 1995 through 1997, Company agrees to
pay an annual increase in processing charges and fees, except for the
Fleet and Commercial policies, for the stated years based on the
Federal Consumer Price Index (CPI) published as of December 31st of the
previous year. For processing years 1998 through 2003, Company agrees
to pay an annual increase in all processing charges and fees, except
for the Fleet and Commercial policies, for the stated years based on
the Federal Consumer Price Index (CPI) published in the Wall Street
Journal as of December 31st of the previous year not to exceed four
percent (4%).
[LOGO]
Commencing January 1, 1999, Company agrees to pay CGI an Annual Minimum
of seventy-five percent (75%) of the prior year's fees, except in the
Roll-Off term as defined in Paragraph 6.4. If Company's policy count is
reduced by more than twenty-five percent (25%) in any one year, a new
Annual Minimum will be mutually agreed to.
3. PARAGRAPH 6.2, TERMINATION BY COMPANY
Paragraph 6.2 is deleted in its entirety and replaced with the
following:
6.2.1 Company may not terminate this Agreement prior to December 31,
2001, except under Paragraph 6.1 above. In the event that Company
terminates the Agreement after December 31, 2001, the Roll-Off period
shall immediately commence upon the effective date of termination. For
purposes of this Agreement, Roll-Off shall mean a minimum of a twelve
(12) month period of time in which CGI continues to provide services to
the Company.
6.2.2 Notwithstanding the above, Company may begin Roll-Off activities
as defined herein, at any time after June 30, 2001, for personal and/or
commercial processing services.
4. PARAGRAPH 6.4, ROLL-OFF SERVICES
Paragraph 6.4 is deleted in its entirety and replaced with the
following:
ROLL-OFF SERVICES: Company must notify CGI in writing at least twelve
(12) months prior to the Roll-Off term. In the first month the Roll-Off
will physically commence, and the subsequent months that Company
remains on the System, the annual license fee will be waived and a
monthly minimum equal to one twelfth the annual license fee plus CPI
will be charged in addition to the normal monthly processing charges
Company incurs. If Roll-Off commences with policy effective dates
between July 1, 2001 and December 31, 2001, in accordance with Section
6.2.2, there shall be a rate adjustment to the fees/charges of fifteen
percent (15%) less Consumer Price Index (CPI) retroactive to January 1,
2001 and through the expiration of the Roll-Off period. Once Roll-Off
begins, expired policies associated with the Roll-Off will be retained
thirty (30) days beyond the policy expiration date. Said policies
retained for more than thirty (30) days beyond the expiration date will
be charged at a rate of $0.12 per record per month. CGI activities
associated with Roll-Off will be charged at the current time and
materials rate.
[LOGO]
5. PARAGRAPH 6.5, FLEET AND COMMERCIAL AUTOMOBILE CONTINUATION
Paragraph 6.5, Line 1, "prior to December 31, 1997" is deleted. At end
of paragraph, add: "However, there shall be a Commercial monthly
processing fee of no less than fifteen thousand dollars ($15,000)."
6. ATTACHMENT 2 (CHARGES AND FEES)
A. Training [ Part B. 2.21 ]
The training rates performed under this Agreement are as
follows:
From the execution date of this Agreement through December
31,2000, services performed shall be based on the then current
contracted rates.
For the period from January 1, 2001 through December 31, 2003,
services performed shall be based on the then current CGI
training rates for such period.
B. Time and Materials Rate for Services [ Part B, 2.3]
The time and materials rates performed under this Agreement
are as follow:
From the execution date of this Agreement through December
31,2000, services performed shall be based on the then current
contracted rates.
For the period from January 1, 2001 through December 31, 2003,
services performed shall be based on the then current CGI time
and material rates for such period.
[LOGO]
Except as revised by this Addendum F, all other terms and conditions of the
Agreement shall remain in full force and effect.
CGI INFORMATION SYSTEMS & COMMERCE INSURANCE
MANAGEMENT CONSULTANTS, INC. COMPANY
-s- June X. Xxxxxx -s- Xxxxxx Xxxx
------------------------------------ ------------------------------
Signature Signature
June X. Xxxxxx, Esq. Xxxxxx Xxxx
------------------------------------ ------------------------------
Name Name
Vice President & General Counsel Executive Vice President
------------------------------------ ------------------------------
Title Title
1/24/99 January 22, 1999
------------------------------------ ------------------------------
Date Date
