EXHIBIT 10.32
INTERCOMPANY SERVICE AGREEMENT
THIS INTERCOMPANY SERVICE AGREEMENT is dated June 26, 2002. Its
parties are NORTH POINTE HOLDINGS CORPORATION, a Michigan corporation ("NPHC"),
NORTH POINTE INSURANCE COMPANY, a Michigan insurance corporation ("NPIC"), and
NORTH POINTE FINANCIAL SERVICES, INC., a Michigan corporation ("NPFS"), and
UNIVERSAL FIRE AND CASUALTY INSURANCE COMPANY, an Indiana insurance corporation
("Universal"). NPIC and Universal are referred to collectively as the
"Insurers."
BACKGROUND
NPHC is the parent corporation of NPFS and Universal. NPIC is a
wholly owned subsidiary of NPFS.
NPHC agrees to provide various insurance-related consulting services
to the Insurers and NPFS and the parties desire to reduce to writing their
agreement relating to the provision of these services and the related
compensation.
TERMS
NOW, THEREFORE, in consideration of this Agreement's terms and for
other valuable consideration, the adequacy of which is acknowledged, the parties
agree as follows:
1. PERFORMANCE OF SERVICES. To the extent requested by the Insurers
and NPFS, NPHC will perform those services listed in Section 2 ("Services") as
Insurers and NPFS determine to be reasonably necessary in the conduct of their
businesses and operations.
1.1 CAPACITY OF PERSONNEL. NPHC will furnish those employees,
contractors, equipment and software at its sole expense as may be necessary to
provide the services and facilities as set forth in Section 2.
1.2 EXERCISE OF JUDGMENT IN RENDERING SERVICES. NPHC will
perform the Services in accordance with the respective standards and guidelines
established by the Insurers and NPFS and in conformance with all applicable
State and Federal statutes and regulations. NPHC will render the Services in a
professional manner and to act at all times and in all respects in the best
interests of Insurers and NPFS.
1.3 CONTROL. The performance of the Services by NPHC for
Insurers and NPFS under this Agreement will in no way impair the absolute
control of, and responsibility for, the business and operations of the Insurer
and NPFS by their respective Boards of Directors. NPHC's performance under this
Agreement with respect to the business and operations of the Insurers and NPFS
shall at all times be subject to the direction and control of the respective
Boards of Directors of Insurer and NPFS. NPHC shall act under this Agreement so
as to assure the separate operating identities of the Insurers and NPFS.
Notwithstanding any other provisions of this Agreement, it is understood that
their respective Boards of Directors will manage the business and affairs of the
Insurers and NPFS, and, to the extent delegated by such Boards, by its
appropriately designated officers. NPHC's Board of Directors and officers will
not have any management prerogatives with respect to the business affairs and
operations of the Insurers or NPFS.
2. SERVICES. Subject to the terms and conditions of this Agreement,
NPHC agrees to provide to the Insurers and NPFS the services and facilities set
forth below.
2.1 ACCOUNTING, TAX AND AUDITING. Under the supervision of the
Board of Directors and responsible officers of the Insurers and NPFS, NPHC will
provide accounting consulting services as may be requested with respect to
preparation and maintenance of the financial statements and reports, including
annual statements on both statutory and GAAP basis, and tax returns. In no event
shall NPHC
be responsible for the actual preparation of such statements, reports or
returns. At the request of and subject to the requirements, ultimate control and
direction of insurers, NPHC shall provide actuarial consulting services to
assist in preparation of financial statements and reports and review of rate
adequacy.
2.2 REINSURANCE. At the request of, and subject to the
requirements, ultimate control and direction of the Insurers, NPHC agrees to
provide reinsurance consulting services to Insurers. These services shall
include reviewing, advising, negotiating and securing reinsurance protection for
Insurer for all its lines of business, and performing other functions and
activities, incidental and related thereto.
2.3 INFORMATION SYSTEMS AND TECHNOLOGY. Subject to the
requirements, ultimate control and direction of the Insurers and NPFS, NPHC will
provide all consulting and maintenance services for all information systems of
Insurers and NPFS and all consulting services for software licensed to Insurers
and NPFS. These Services will include software programming, documentation and
hardware utilization, consulting and advising regarding software and hardware
systems; negotiating, selecting and procuring hardware and software systems and
technology for Insurers; and performing any other functions and activities for
the Insurers and NPFS which are related or incidental to the foregoing.
In addition, NPHC will purchase and maintain equipment, hardware and
software as may be reasonably required on a "going forward" basis (including
frame relays for intranet and e-mail communications) for Insurers and NPFS to
communicate electronically with affiliated companies (excluding all telephone
and facsimile lines and equipment).
2.4 LEGAL. At the request, and subject to the requirements,
ultimate control and direction of the Insurers or NPFS, NPHC will cause legal
services to be provided to the Insurers and NPFS. These services will include
representation of Insurer or NPFS in the negotiation and preparation of
contracts, agreements, and agency documents; drafting, filing, and monitoring of
policies and forms and reinsurance agreements; governmental relations and
advising on regulatory compliance; and rendering opinions on various legal
matters; and providing and performing other legal functions and services
incidental or related to the foregoing.
2.5 HUMAN RESOURCES. At the request of, and subject to the
requirements, ultimate control and direction of Insurer and NPFS, NPHC will
provide consulting services to Insurers and NPFS on Human Resources issues
regarding employees of Insurers and NPFS, including hiring; firing; promotion;
development and implementation of benefit plans, and employee handbooks; and
related policies and guidelines. NPHC shall not be responsible, however, for
payment of legal fees for counsel retained to litigate or advise Insurer or NPFS
regarding any employment dispute relating to any employee of Insurer or NPFS, as
Insurers and NPFS acknowledge that they have purchased and will maintain
Employment Practices Liability Insurance or equivalent coverage to provide
protection for any such exposures.
3. COMPENSATION. In consideration of NPHC providing the Services,
the Insurers and NPFS will pay NPHC four percent (4%) of Gross Revenues. "Gross
Revenues" will mean, with respect to Insurers, all direct written premiums
charged and collected by or on behalf of Insurers for all its lines of insurance
business, less cancellations or returned premiums. With respect to NPFS, Gross
Revenues means all fees received for any services rendered to any insurance
entities, including affiliates. Compensation is due and payable within 60 days
after the end of each calendar month. In addition, NPFS and Insurers will
reimburse NPHC for all out-of-pocket travel expenses it incurs to render the
Services.
4. RECORDS AND DOCUMENTS. All books, records and files established
and maintained by NPHC by reason of its performance under this Agreement which,
absent this Agreement, would have been held by the Insurers and NPFS shall be
the property of the Insurer and NPFS, respectively, and shall be maintained at
Insurers' and NPFS' premises.
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5. TERMINATIONS AND MODIFICATION. All or any part of this Agreement
will remain in effect until terminated by mutual consent of all of the parties
or by any party upon giving thirty (30) days prior written notice. Upon
termination, Insurers and NPFS shall deliver to NPHC, at NPHC's request and
expense, copies of all books and records produced by NPHC pursuant to this
Agreement.
6. ASSIGNMENT. The parties may not assign this Agreement and any
related rights without written consent of all parties. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties, or their respective legal successors, any rights, remedies,
obligations or liabilities, or to relieve any person other than the parties, or
their respective legal successors, from any obligations or liabilities that
would otherwise be applicable.
7. GOVERNING LAW. Michigan laws govern this Agreement.
8. ARBITRATION. Any unresolved difference of opinion between the
parties arising out of or relating to this Agreement, or in the breach of this
Agreement, will be settled by arbitration in accordance with the Commercial
Rules of the American Arbitration Association ("AAA"), and judgment upon the
award rendered by the Arbitrator may be entered in any court having jurisdiction
thereof. The arbitration shall take place at the AAA offices in southeastern
Michigan.
9. NOTICES. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when received if personally delivered;
when transmitted if transmitted by telecopy, electronic or digital transmission
method; the day after it is sent, if sent for next day delivery to a domestic
address by recognized overnight delivery service (e.g., Federal Express); and
upon receipt, if sent by certified or registered mail, return receipt requested.
In each case notice shall be sent to:
If to Insurers or NPFS, addressed to:
North Pointe Insurance Company
Universal Fire & Casualty Insurance Company
North Pointe Financial Services, Inc.
00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Secretary
Fax: (000) 000-0000
If to NPHC, addressed to:
North Pointe Holdings Corporation
00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: B. Xxxxxxx Xxxxxxx, Vice President
Fax: (000) 000-0000
or to such other place and with such other copies as either party may designate
as to itself by written notice to the other party.
10. INVALIDITY. If any one or more of the provisions contained in
this Agreement or in any other instrument referred to in this Agreement, will,
for any reason, be held to be invalid, illegal or unenforceable in any respect,
then to the maximum extent permitted by law, this invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.
11. ENTIRE CONTRACT. This Agreement, together with such amendments
as may from time to time be executed in writing by the parties, constitutes the
entire agreement between the parties relating to its subject matter. There
exists no other written or oral understandings, agreements or assurances with
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respect to these matters except as are set forth in this Agreement. Unless
expressly stated, this Agreement confers no rights on any person or business
entity that is not a party.
IN WITNESS WHEREOF, the parties by their authorized agents have
caused this Agreement to be executed as of the date first written above.
NORTH POINTE HOLDINGS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
President
NORTH POINTE FINANCIAL SERVICES, INC.
By:/s/ B. Xxxxxxx Xxxxxxx
----------------------------------
B. Xxxxxxx Xxxxxxx
Executive Vice President/COO
NORTH POINTE INSURANCE COMPANY
By: /s/ B. Xxxxxxx Xxxxxxx
----------------------------------
B. Xxxxxxx Xxxxxxx
President/COO
UNIVERSAL FIRE AND CASUALTY INSURANCE
COMPANY
By:/s/ B. Xxxxxxx Xxxxxxx
----------------------------------
B. Xxxxxxx Xxxxxxx
President
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ASSIGNMENT OF INTERCOMPANY SERVICE AGREEMENT
NORTH POINTE HOLDINGS CORPORATION, a Michigan corporation ("NPHC")
assigns all of its rights, interests, and obligations under the Intercompany
Service Agreement dated June 26, 2002 ("Agreement") (a copy of which is
attached) to NORTH POINTE FINANCIAL SERVICES, INC., a Michigan corporation
("NPFS"). This assignment is made for $1.00 and other valuable consideration.
Dated: July 1, 0000 XXXXX XXXXXX XXXXXXXX XXXXXXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx
President
Accepted:
NORTH POINTE FINANCIAL SERVICES, INC.
By: /s/ B. Xxxxxxx Xxxxxxx
--------------------------------
B. Xxxxxxx Xxxxxxx
Executive Vice President/COO
CONSENT
We consent to this assignment.
NORTH POINTE INSURANCE COMPANY
By: /s/ B. Xxxxxxx Xxxxxxx
---------------------------
B. Xxxxxxx Xxxxxxx
President/COO
UNIVERSAL FIRE AND CASUALTY
INSURANCE COMPANY
By: /s/ B. Xxxxxxx Xxxxxxx
---------------------------
B. Xxxxxxx Xxxxxxx
President
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