RESTATED AND AMENDED
THIRD PARTY ADMINISTRATION AND TRANSFER AGENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT ("Agreement") by and between Andesa TPA,
Inc. (hereafter called "Administrator"), a Pennsylvania corporation, and Aetna
Life Insurance and Annuity Company (hereinafter called "Carrier"), a Connecticut
corporation is effective as of January 1, 1994 ("Effective Date").
WHEREAS, Carrier intends to issue certain life insurance policies and related
riders on the forms set forth in the attached Schedule A (hereinafter called
"Policy") through producers (hereinafter called "Producer") to employers
(hereinafter called "Employer") or, in certain instances, to other entities such
as designated employees of an Employer; and
WHEREAS, both Administrator and Carrier desire that Administrator provide
Carrier, Producer and Employer with certain transfer agent and administrative
services in conjunction with each issued Policy; and
WHEREAS, Carrier wishes to ensure continuity of administrative services in the
event Administrator is unable to provide such services;
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1. DEVELOPMENT SERVICES PROVIDED BY ADMINISTRATOR
a. In preparation for the performance of the ongoing services
outlined in Section 2 below, Administrator will perform certain
software modification, testing and other tasks from time to time
(collectively, the "Development Tasks") per Schedule B.
b. Whenever Carrier desires Administrator to perform additional
Development Tasks for a new product or service, Administrator will
prepare a schedule ("New Schedule") which includes a detailed
description of the new Development Tasks, the fees for the new
Development Tasks, the dates and sites for performance of the new
Development Tasks, a signature block for both parties to sign, and
the statement: "The parties agree that this schedule is governed
by the terms and conditions of the Third Party Administration and
Transfer Agent Agreement, as restated and amended, between the
parties, which shall apply to this schedule as if said terms and
conditions were fully set forth herein." Each New Schedule, when
signed by both parties, shall become part of this Agreement,
c. When Carrier desires Administrator to modify Development Tasks,
listed on Schedule B or any "New Schedule", Carrier will prepare a
Change Control Request ("CCR") with a control number followed by
an "M" indication that it is a modification request. The CCR will
contain a complete specification of the development task to
include
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algorithms, report formats, and examples as appropriate.
Administrator will return the CCR annotated with a time and cost
estimate. If the estimate is acceptable, the Carrier and
Administrator will agree on a mutually acceptable time table for
implementation of the modification and add the implementation
target date to the CCR. Both parties will sign the CCR with the
following statement; "The parties agree that this CCR is governed
by the terms and conditions of the current Third Party
Administration and Transfer Agent Agreement between the parties
which shall apply to this CCR as if said terms and conditions were
fully set forth herein."
d. Administrator and Carrier understand and agree that time is of the
essence in meeting the target dates set forth in Schedule B and
any New Schedule, and any, CCR, and will provide each other with
periodic updates.
2. ONGOING SERVICES PROVIDED BY ADMINISTRATOR
On the basis of employee data provided by Employer and policy data
provided by Carrier, and subject to all other terms and conditions of
this Agreement, Administrator shall provide the following ongoing
services for as long as this Agreement is in force:
a. Insurance Coverage Documents
Administrator, on behalf of Carrier and upon its instruction,
shall prepare a full, complete and correct Policy (including
without limit, insertion of a copy of the application received
from Carrier) for each person insured by an Employer, and transmit
each such Policy to the Producer designated by the Carrier for
delivery of the Policy to the Employer, unless otherwise
instructed by the Carrier. Administrator shall have no authority
to accept applications, underwrite, approve or effect insurance on
behalf of Carrier unless otherwise agreed to in writing by
Carrier.
b. Computation of Policy Values
Administrator shall record Policy transactions on a daily basis,
including the calculation of Policy values on variable universal
life insurance products shown on Schedule A ("VUL") where
underlying separate account units are purchased, sold, transferred
or surrendered, as set forth in Schedule C. On a monthly basis for
each person insured, coincident with the monthly anniversary of a
Policy, Administrator shall compute the Policy values set forth in
the attached Schedule C. Administrator shall also compute
information for determining underlying unit value of VUL on a
daily basis, as set forth in Schedule C.
c. Record Maintenance
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Administrator shall maintain and keep current records in
connection with each Policy with respect to: (i) the insured; (ii)
the owner ("Policy Owner"); (iii) any assignee; (iv) the
beneficiary and any contingent beneficiary; (v) any premium payor,
if other than the Policy Owner; and (vi) the premiums received and
the benefits payable by Carrier under such Policy. In further
thereto, Administrator shall maintain the records as set forth in
the attached Schedule G and provide access for Carrier, its
auditors and regulators to inspect such records upon the request
of Carrier. Administrator shall at all times maintain off-site,
back-up copies of such records at a mutually agreeable location.
Administrator understands and agrees that certain records for VUL
will be maintained by Administrator as a transfer agent ("Transfer
Agent") under the Securities Exchange Act of 1934, as amended, and
the rules thereunder, including but not limited Rule 17A-10(e).
Administrator also agrees that all records prepared or maintained
by Administrator relating to VUL are the property of Carrier and
its applicable separate account(s). In furtherance thereto,
Administrator shall prepare, maintain and surrender such records
to Carrier on and in accordance with its request.
d. Reporting
Administrator shall provide: (i) Carrier with the reports and data
as set forth in the attached Schedule D in machine readable format
acceptable to Carrier ("Interfaces"); (ii) the reports as set
forth in the attached Schedule E to certain Producers as may be
designated from time to time by Carrier (hereinafter called
"Servicing Agents") and (iii) Employer with reports as set forth
in the attached Schedule F. In the event an Employer is not the
Policy Owner, Carrier shall designate to whom the reports set
forth in Schedule F shall be provided.
Administrator shall maintain capability: (i) to provide
tax-reporting support to Carrier with respect to payments under
the Policies; and (ii) to accelerate processing schedules at the
request of Carrier.
e. Training Services
Administrator shall provide training at Administrator's office for
personnel of Carrier in the operation of Administrator's data
processing system on a schedule to be determined by Carrier and
Administrator. Up to three (3) days of training will be made
available by the Administrator each calendar year without charge
to Carrier.
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f. Additional Policy Forms
Administrator shall maintain the computer code to provide for
ongoing services with respect to additional policy forms as may be
developed from time to time by Carrier; and Administrator will
provide ongoing services with respect to such additional policy
forms upon terms and conditions as may be mutually agreeable.
g. Referral of Inquires
Administrator shall promptly refer all inquiries to Carrier with
respect to the purchase of a Policy, or other requests for
information as may be specified from time to time by Carrier.
Administrator shall respond to inquiries (e.g., policy values,
billing inquiries) as may be permitted by Carrier. For VUL,
responses shall be limited to those that a Transfer Agent is
authorized to answer.
h. Agency Matters
In performing the Ongoing Services described in this section 2,
Administrator shall take all steps reasonably necessary to assure
Carrier that Administrator has no connection or appearance of
connection with any insurance agency or insurance broker. In
furtherance of this obligation, and not by way of litigation,
Administrator agrees that it shall comply with the prohibited and
restricted arrangements described in Schedule G-1.
3. STANDARDS OF PERFORMANCE
All services provided by Administrator shall be performed with a high
degree of professional care. In furtherance thereto, Standards of
Performance for specific services shall be performed in accordance with
standards set forth in Schedule H, or as otherwise mutually agreed upon
in writing.
4. TERM OF AGREEMENT
This Agreement shall continue from the Effective Date until terminated
pursuant to the provisions of Section 10 or 11.
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5. WARRANTIES/INDEMNIFICATION
Administrator represents and warrants that the services performed and/or
materials produced will not violate any proprietary rights of any third
party, including, but without limitation, confidential relationships,
patent, trademark and copyright rights. Administrator hereby separately
agrees to indemnify and hold Carrier harmless from any loss, claim,
damage, cost or expense of any kind, including reasonable attorney's fees
to which Carrier may be subjected by virtue of the foregoing warranty.
Administrator represents and warrants that it has registered and shall
maintain its registration as a transfer agent under applicable law; that
it is empowered under applicable laws and by its charter and bylaws to
enter and perform this Agreement; and that it has and will continue to
have access to the necessary facilities, equipment and personnel to
perform its duties and obligations under this Agreement.
Administrator warrants and represents that: (a) during the first twelve
months from the Effective Date, it shall maintain an errors and omissions
policy in an amount of $1,000,000 to compensate Carrier in the event of
any loss arising from Andesa's actions in connection with the Policies;
and (b) during and after the twelve months from the Effective Date,
Andesa shall maintain, in accordance with reasonable commercial
standards, an errors and omissions policy in amounts sufficient to
compensate Carrier in the event of any loss arising from Andesa's actions
in connection with the Policies and sufficient criminal theft-assurance.
The Administrator shall, upon request from the Carrier, provide
satisfactory evidence of any such insurance coverage.
Andesa represents and warrants that all non-Andesa owned software and
hardware in use at Andesa's installation in furnishing the third party
administration services hereunder has been procured by Andesa under valid
licenses or purchases from the owners thereof, and that Andesa is not
now, nor will be during the term of this Agreement, in default under any
such license. Andesa will not utilize any software or hardware during the
term of this Agreement which may cause Carrier to be charged with
infringement upon or any violation of the rights of any owner thereof.
Andesa will indemnify and hold Carrier harmless from and against any
loss, cost, liability, or expense (including reasonable counsel fees)
which Carrier may incur by reason of any breach or claimed breach of the
foregoing representations and warranties.
Administrator warrants that it has the absolute right to grant Carrier a
license for use of data processing programs.
Administrator warrants that it shall perform its obligations hereunder in
accordance with the Standards of Performance described in Section 3. In
the event errors are attributable to Administrator, Carrier shall notify
Administrator of any errors within a reasonable amount of time after
Carrier learns of such errors and shall accompany notification with
sufficient
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documentation for Administrator to correct such errors. Administrator
will correct such errors within thirty (30) days.
Except as expressly set forth in this Agreement, neither party makes any
representations or warranties, express or implied, to each other
including without limitation the warranties or merchantability or fitness
for a particular purpose.
Neither party shall be liable for any indirect, incidental, special,
consequential or punitive damages, regardless of whether such party has
been advised of the possibility of such damages.
The provisions of this Section shall survive the termination of this
Agreement for any reason whatsoever.
6. CONFIDENTIALITY
Administrator will take all reasonable actions to maintain the
confidentiality of all Carrier and Employer data used in the performance
of this Agreement. Administrator will not disclose these data or the
contents of any record maintained pursuant to this Agreement to any party
other than Carrier, Employer or Servicing Agents, without the express
written consent of Carrier.
Neither Administrator nor Carrier shall copy, reproduce or disclose any
confidential information it receives from the other. For the purpose of
this Agreement, confidential information includes all information which
is considered proprietary to Administrator, Carrier, or any of Carrier's
affiliated companies, including but not limited to, information or
materials related to the business affairs or procedures of Administrator,
Carrier, or Carrier's affiliated companies, or the design, programs, flow
charts and documentation of Administrator's or Carrier's data processing
applications system and software.
Should Administrator and Carrier disclose confidential information to
each other, or should Administrator or Carrier learn of confidential
information, neither shall, at any time during or after the term of this
Agreement, disclose such information to any other individual, company or
other entity or agency, nor use such confidential information for any
purpose other than in performance of this Agreement.
The following information shall not be deemed confidential information.
Administrator and Carrier shall have no obligation with respect to any
such information which:
a. is or falls into the public domain through no wrongful act of
Administrator or Carrier; or
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b. is rightfully received from a third party without restriction
and without breach of this Agreement; or
c. is approved for release by written authorization of any officer
of Administrator and Carrier, or
d. is disclosed pursuant to the requirements of a governmental
agency or operation of law; or
e. is already in possession of the Administrator or Carrier as
evidenced by their records and is not the subject of a separate
non-disclosure or confidentiality agreement with either of them.
7. COMPENSATION TO ADMINISTRATOR FROM CARRIER
For the services of Administrator described in Section 1, Carrier shall
pay Administrator the service fee as provided for in Schedule I.
For the services of Administrator described in Section 2, Carrier shall
pay Administrator the administrative fee as provided for in Schedule J.
8. OWNERSHIP OF RECORDS
It is specifically agreed that all records developed and maintained
pursuant to Section 2 are the property of Carrier. Upon termination of
Administrator's services pursuant to this Agreement for any reason,
Administrator shall transfer such records to Carrier within ten (10)
business days following the date of termination. Administrator is hereby
granted the right to maintain copies of records as may be required under
applicable law for a period not to exceed the applicable statute(s) of
limitations to document the services performed prior to termination.
9. SUSPENSION OF ADMINISTRATOR'S SERVICES
Administrator's Services as described in Section 2 shall be suspended
with respect to all Employers upon failure of Carrier to make the
compensation payments to Administrator as specified in Section 7 within
thirty (30) days of notification by Administrator that the payment is
overdue by sixty (60) or more days. Suspension of services shall
continue until such payment is made.
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10. PARTIAL TERMINATION OF ADMINISTRATOR'S SERVICES
Administrator's Services as described in Section 2 shall terminate with
respect to a specific Employer and each Policy issued to such Employer
upon:
a. Cancellation of that Policy by Carrier or Employer, or
b. Administrator's failure to substantially perform its duties under
this Agreement, unless cured by Administrator within thirty (30)
days of receipt of a written notice by Carrier which specifies
that nature of the alleged failure to perform.
11. COMPLETE TERMINATION OF ADMINISTRATOR'S SERVICES
Administrator's Services as described in Section 2 shall terminate upon:
a. Election by Carrier.
b. Election by Carrier, following: (i) bankruptcy, receivership or
dissolution of Administrator; (ii) the assignment by Administrator
of more than twenty-five (25) percent of its assets for the
benefit of creditors; or (iii) Administrator's failure to follow
Standards of Performance as specified in Section 3 and the
uncorrected existence of any of these circumstances for more than
thirty (30) days; provided, however, that Carrier may elect
immediate termination at any time during the thirty day period
specified in section 16, or thereafter, in the event Administrator
fails to provide Ongoing Services in accordance with the Disaster
Recovery Requirements specified in the first paragraph of the
Disaster Recovery Requirements provision in Schedule M.
12. LICENSED SOFTWARE
The source computer code and associated documentation Administrator uses
to provide the services specified in Section 2 is herein referred to as
"Licensed Software."
13. USE OF ADMINISTRATOR'S LICENSED SOFTWARE
In the event of the termination of Administrator's services pursuant to
Section 10.b or 11.b, Carrier may elect to use Licensed Software to
provide the services specified in Section 2. In the event of such
election:
x. Xxxxx of Perpetual License
Administrator grants Carrier a perpetual license for the use of
the Licensed software and authorizes Carrier's use of the license
only for the purpose of providing the services specified in
Section 2. Administrator retains the right to utilize any ideas,
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concepts, know-how, or techniques contained in the materials or
information furnished by Administrator pursuant to this Agreement.
Administrator retains any and all rights it may have under U.S.
Patent Laws, U.S. Statutory Copyright Laws, or other applicable
laws.
b. Confidentiality of Licensed Software
Carrier shall exercise due diligence, at least equal to that which
it exercises for similar property owned by the Carrier, to keep
the Licensed Software confidential. In the event Carrier contracts
to utilize a third party to provide the administrative services
specified in Section 2, Carrier shall inform such third party of
this obligation. Carrier shall be responsible to Administrator for
all damages resulting from Carrier's or such third party's failure
to comply with this provision.
c. Consulting Services
Administrator shall provide advice as to hardware and software
configuration, software installation, and all other matters
reasonably necessary to enable Carrier to perform the data
processing services described in Section 2. The minimum hardware
and software configurations currently required to perform the data
processing services are set forth in the attached Schedule K.
d. Training Services
Administrator shall provide training for personnel of Carrier in the
operation of Administrator's data processing system on a schedule and at
a location to be determined by Carrier. Carrier shall reimburse
Administrator for reasonable out-of-pocket expenses previously agreed to
by Carrier and incurred at Carrier's request, including personnel time at
Administrator's standard rates as identified in Schedule I, travel to and
from Carrier's site, lodging, meals, telephone, and shipping, as may be
necessary.
14. CONTINUED USE
Administrator warrants Carrier's right to continued, uninterrupted use of
the services provided hereunder, subject to the terms hereof, if there is
a successor in interest by merger, operation of law, assignment, purchase
or otherwise. Andesa warrants that the terms and conditions of this
Agreement shall remain intact unless Carrier and Administrator's
successor mutually agree to modify or amend.
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15. ESCROW OF PROGRAMS
Administrator agrees to keep on deposit a copy of the latest version of
the compiled and linked (executable) Licensed Software in accordance with
an escrow agreement in the form attached as Schedule L and shall cause
Carrier to be included within its terms and conditions as a Licensee.
Administrator shall place the source computer code (i) for the latest
version of each Program within thirty (30) days of Releases 1, 2 and 3
specified on Schedule B to implement policies on Administrator's
administrative systems; (H) for all subsequent versions of the source
computer code within thirty (30) days of release, (iii) instructions for
compiling, linking, loading, and creating an executable version from the
source code; (iv) a list of the software tools used to create an
executable version; and (v) documentation on how to run and operate the
executable, Licensed Software in a production environment; with an
appropriate escrow agent and will cause such agent to notify Carrier in
writing upon receipt of such source computer code.
Administrator shall choose the escrow agent and assume all costs,
including but not limited to any registration, set-up or deposit fees
associated with escrow charges.
The parties agree that Administrator's failure to place the source
computer code with the escrow agent as required herein shall constitute a
material breach of this Agreement, and in such event, Carrier shall have
the right to obtain the most recent source code deposit and all items
described above from the escrow agent without charge.
In the event of either (a) the termination of Administrator's services
pursuant to Sections 10.b or 11.b; or (b) the failure of Administrator to
achieve the disaster recovery service level specified in Schedule M,
Carrier shall, without charge, receive its copy of all items described
above from the escrow agent within fifteen (15) days.
16. DATA SECURITY, BACKUP AND RECOVERY
Administrator shall provide data security, backup and recovery in
accordance with Schedule M.
In the event Administrator fads to achieve the disaster recovery service
level, specified in Schedule M Administrator shall pay to Carrier as
liquidated damages, and not as a penalty, five thousand dollars
($5000.00) per day for each day the service level is not met during a
thirty day period beginning on the day immediately following the day a
disaster recovery service level specified in Schedule M is not met.
Liquidated damages, as specified above, shall continue to accrue during
the thirty day period specified until Administrator resumes one hundred
percent (100%) of its operational
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obligations at its usual place of business or any backup data center. In
the event Administrator is unable to resume one hundred percent (100%) of
its operational obligations during the thirty day period specified,
Carrier may elect to terminate the Agreement pursuant to section 11.b.
Administrator grants to Carrier a non-exclusive license to use the
Licensed Software during any period when Carrier utilizes in-house
operations as a result of Administrator's failure to achieve disaster
recovery service levels.
In the event Administrator fails to achieve the disaster recovery service
level described in Schedule M (without regard to the thirty day period
specified above), Carrier shall have the right to obtain a release of the
Licensed Software and all items deposited in escrow pursuant to section
15. If the most current version is not released to Carrier, Administrator
shall pay to Carrier as liquidated damages, and not as a penalty, $5,000
per day for each day that Carrier is not in receipt of the most current
version, and Administrator shall use best efforts, at its own expense, to
assist Carrier in updating the source code.
17. GENERAL PROVISIONS
a. This Agreement shall be governed by and construed in all respects
in accordance with laws of the State of Pennsylvania; provided,
however, that Administrator shall comply with all applicable
insurance administrator registration and licensing requirements
and shall be responsible for obtaining any necessary
administrator's license, certificate or registration.
b. All disputes between the parties shall be submitted to binding
arbitration in accordance with the commercial arbitration rules of
the American Arbitration Association to be conducted in
Wilmington, Delaware, or some other mutually agreed upon location.
In no event will Administrator attempt to resolve disputes via
failure to perform services. In no event will either party attempt
to resolve disputes via failure to pay amounts due the other;
provided, however, that either party is authorized at any time
either before or after termination of this Agreement to deduct
from any payment due the other party, the entire amount of any
funds owed by the other party.
c. All attached schedules are incorporated herein by reference.
d. Administrator, at all times, shall be an independent contractor
and the employees of Administrator shall in no event be considered
employees of Carrier. No agency relationship between the parties,
except as expressly provided herein, shall exist as a result of
the execution of this Agreement or the performance of duties by
the parties hereunder. Administrator shall have no authority to
accept, settle or compromise claims or accept service of process
on behalf of Carrier. All notices of claims, complaints,
regulatory inquiries or suits on any policy received by
Administrator shall be promptly transmitted to Carrier.
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e. Carrier, through its own representatives, from time to time after
the Effective Date, may make such investigation of Administrator
and such audit of its financial condition as it deems necessary or
advisable to familiarize itself with Administrator. In furtherance
thereto, Administrator agrees to provide Carrier with an annual
financial statement and independent auditor's report prepared by a
then Certified Public Accountant chosen by Administrator and shall
not unreasonably withhold information from Carrier concerning
Administrator's interim financial condition. Administrator agrees
to permit Carrier and its authorized representatives to have full
access to the premises and to all books and records of
Administrator pertaining to the business contemplated in this
Agreement during regular business hours and upon reasonable
advance notice to Administrator. Carrier shall have the right to
make copies of books and records and excerpts therefrom.
f. This Agreement and any waiver, amendment or modification of any
provision hereof shall be not binding upon either party until it
is signed by an authorized officer of said party.
g. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and lawful
assigns.
h. All rights, powers and privileges conferred shall be cumulative
and shall not restrict those given by law. No failure of either
party to exercise any power or right given to said parties
hereunder, and no customs or practices of the parties in variance
of the terms hereof shall constitute a waiver of either party's
right to demand exact compliance with the terms hereof.
i. Except as otherwise may be stipulated in this Agreement,
Administrator and Carrier each agree to hold harmless the other
against any and all claims, demands, causes of action, losses,
costs and expenses, including without limitation all costs,
expenses and reasonable attorney's fees (whether based upon tort,
breach of this Agreement, failure to pay employee taxes or
withholdings, failure to obtain workers' compensation insurance,
or otherwise), including reasonable attorney's fees incurred in
appealing an adverse judgment, for death or injury to person,
damage to any property, or any proven direct damages, by
whomsoever suffered, arising out of any act or omission or
negligence on the part of the indemnifying party, its assigns, or
their respective subcontractors, officers, directors, employees,
or servants.
j. The performance by Administrator and Carrier thereunder shall be
subject to delays caused by an Act of God, war, riot, fire,
explosion, accident, flood, sabotage, inability to obtain fuel or
power, governmental laws, regulations or order, acts or inaction
of the other party, or any other cause beyond the reasonable
control of a party, or labor trouble, strike, lockout or
injunction (whether or not such labor event is within the
reasonable control of either party). In the event of any such
delay, the times for
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performance as specified in Section 10.b and 11.b will be extended
for an additional sixty (60) days, except as otherwise specified
in Schedule M.
k. Neither party may assign its rights, duties and liabilities
pursuant to this Agreement to any third party (other than their
respective subsidiaries or successors) without prior written
consent of the other party, which consent shall not be
unreasonably withheld.
1. Neither party shall use the name, trade name, servicemarks,
trademarks, trade dress or logo of the other in publicity
releases, advertising or similar activities without the prior
written consent of the other.
m. If any word, phrase, clause or provision of this Agreement is
deemed by any Court to be invalid, illegal or unenforceable, then
notwithstanding such invalidity, illegality or unenforceability,
the remainder of this Agreement shall nevertheless remain in full
force and effect.
n. This Agreement, taken together with supporting documents
incorporated by reference herein, constitutes the entire Agreement
between the parties with respect to the subject matter contained
herein and may only be modified by an amendment executed in
writing by both parties hereto. All prior written or oral
communications, agreements, negotiations and understandings,
except those relating to services provided prior to the Effective
Date of this Agreement (per agreement dated 1/20/93), or
specifically referenced herein, are specifically superseded
hereby.
o. Both parties agree to execute and deliver promptly any and all
further documents which may be necessary or appropriate to fully
and completely carry out the terms and intent of this Agreement.
p. Notices provided for in this Agreement shall be in writing,
addressed to the appropriate party at the respective address set
forth below or to such other address as provided for by notice,
and if sent by mail shall be certified, return receipt requested.
Administrator: Carrier:
Andesa TPA, Inc. Aetna Life Insurance and
0000 X. Xxxxx Xxxxx Xxxxxxxxx Annuity Company
Xxxxx 000 000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx,
YF9F
Assistant Vice President
q. Each of the undersigned persons represents that he has the
authority to execute this Agreement on behalf of the party for
which he signs.
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IN WITNESS WHEREOF the parties have hereto by their duly authorized
representatives executed this Agreement as of the Effective Date.
Andesa TPA, Inc. Aetna Life Insurance and Annuity Company
By: /s/Xxxxx X. Xxxxxxx By: /s/Xxxxxxx X. Xxxxxxxx
------------------------ ------------------------
Name: Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President Assistant Vice President
Date: 2/3/95 Date: 2/14/95
------------------------ ------------------------
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SCHEDULE A - POLICY RIDER AND APPLICATION FORMS
Description Form No.
----------- --------
UL Form
-------
Flexible Premium Adjustable Life Insurance Policy 70160-92 US Series
Flexible Premium Adjustable Life Insurance Policy 70162-92 US Series
VUL Forms
---------
Flexible Premium Variable Universal Life Insurance Policy 70180-93 US Series
Flexible Premium Variable Universal Life Insurance Policy 70182-93 US Series
Term Insurance Rider-UL 70161-92 US Series
Term Insurance Rider - VUL 70181-94 US Series
Simplified Application and 70158-93 US Series
Supplemental Application 70159-93 US Series
Enrollment Form To Be Determined
By Carrier
Form Number "Series" includes endorsement, amendments, and state by state
variations.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
A-1 of 1
SCHEDULE B - SCHEDULE OF DEVELOPMENT TASKS
The support level in all releases must include administrative support for each
variable funding option under VUL.
I. Release 1: Using Carrier's existing System Test environment and a
schedule mutually agreed upon by the Carrier and Administrator, test
events and processing specified by Carrier. As a minimum, Carrier will
provide all specifications required for implementation and the following
support will be tested against Licensed Software and Administrator's
procedures and available in a production environment *
1. Issue support, including Carrier's guaranteed standard issue,
underwritten, and combinations thereof for both cash value accumulation
test and guideline premium test VUL Policies, for:
a. base coverage (i.e., Policy form only),
b. term rider coverage,
c. Policies with table (substandard) ratings,
d. Policies with flat extras (aviation and avocation), and
e. Policies that are exchanged, converted, or replaced.
2. Accounting and commission support (including reversal processing) for:
a. month anniversary processing,
b. initial premium payments,
c. "dump-ins" of premium,
d. "rollovers" of premium,
e. payments up to and in excess of commissionable basic
premium ("CBP"),
f. premium load refund for use in cash value calculations,
g. VUL fund transfers, and
h. VUL fund allocation changes.
3. Integration with the Carrier's daily fund valuation process.
II. Release 2: Using Carrier's existing System Test environment and a
schedule mutually agreed upon by the Carrier and Administrator, test
events and processing specified by Carrier. As a minimum, Carrier will
provide all specifications required for implementation and the following
support will be tested against Licensed Software and Administrator's
procedures and available in a production environment *.
B-1 of 3
1. Support to change:
a. Servicing Agent,
b. CBP, and
c. Data on groups, by Producer.
2. Support for:
a. increases and decreases in Specified Amounts,
b. policy loans,
c. surrenders (partial and full),
d. processing premium load refunds (VUL),
e. cancellations, including cancellation by exercise of "free look"
rights, and
f lapses.
III. Release 3: Using Carrier's existing System Test environment and a
schedule mutually agreed upon by the Carrier and Administrator, test
events and processing specified by Carrier. As a minimum, Carrier will
provide all specifications required for implementation and the following
support will be tested against Licensed Software and Administrator's
procedures and available in a production environment *.
Support for:
a. death claims,
b. death claims with policy loans,
c. commission recall,
d. premium load refund (VUL),
e. death benefit option changes,
f coverage beyond maturity,
g. preferred policy loans, and
h. reinstatements.
IV. Disaster Recovery Plan in Place.
[Basic requirements to be inserted subject to Carrier's approval.]
* Administrator shall immediately consult with Carrier in the event any
specification is deemed by Administrator to be inaccurate or incomplete.
Administrator and Carrier shall thereafter negotiate appropriate modifications
to the specifications and appropriate revisions to previously agreed upon
completion dates. Carrier shall have the right to elect any negotiated options.
B-2 of 3
Should the re-implementation of any specification elected by Carrier due to a
revision of a specification, Administrator shall be compensated by Carrier for
the additional resources required.
If, in Carrier's sole discretion, the Policies or Interfaces do not pass
acceptance tests and Administrator is unable, within thirty (30) days of written
notice from Carrier of such failure, to correct any and all deficiencies,
Carrier shall thereupon have the right to terminate this Agreement and/or the
Schedule. Upon such termination, Carrier shall have no obligation to the
Administrator to pay for ongoing services defined in Section 2.
Should Carrier accept the tests of Policies and Interfaces by forwarding a
notice of acceptance (the "Acceptance Notice") to the Administrator, Carrier
will then be obligated to pay as provided in this Agreement.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- ------------------------
B-3 of 3
SCHEDULE C - POLICY VALUES (Monthly by Individual)
Group Number Smoking Status
Policy Number Premium Class
Plan Code/Sub Plan Policy Owner Name/Address
Company Code Rating Codes
State Code Beneficiary Information
Policy Status Division Affiliation
Issue Date
Date of Termination
Insured's Name
Social Security Number
Issue Age
Sex
Maturity Date
Coverage Information - Term Rider
Number of Increases Underwriting Class - Increases
Issue Dates Number of Decreases
Face Amount -Increases Decrease Dates
Face Amount - Decreases Premium Class - Increases
Substandard Rating - Increases
Cash Value Information
Cash Value (by component) Cost of Insurance (by component)
Surrender Charges Interest Credited (by component)
Paid Premiums (first/renewal) Partial Surrenders
Expense Charges (first/renewal)
Death Benefit Information
Death Benefit Option
Premium Accumulation Rate
Accumulated Premiums
Death Benefit
Premium Information
Flat Extra Gross Premium & Period
Planned Annual Gross Premium
Premium Mode
Target Premium
For VUL: include T80 and T100 Premium
Basic Monthly Premium
Excess of Target (first year/renewal)
C-1 of 2
SCHEDULE C - POLICY VALUES (Monthly/Daily by Individual)
Coverage Information - Base (Monthly)
Number of Increases Premium Class - Increases
Number of Decreases Underwriting Class - Increases
Issue Dates Target Premium - Increases
Decrease Dates Target Premium - Decreases
Face Amount - Increases Substandard Rating - Increases
Face Amount - Decreases
Policy Loan Information (Monthly)
Loan Interest Rate
Loan Interest (Accrued)
Loan Value (by component)
Agent Information (Monthly)
Issue Agency
Agent Code
Agent's Share of Commission
Reinsurance Information (Monthly)
Type
Company Code
Reinsurer Code
Reinsurance Retention Percent
Percentage of COI Charges Reinsured
Percentage of Coverage Reinsured
VUL Fund Information (Daily)
Fund Unit Value (To be Provided by Carrier)
Units Bought, Sold, Transferred or Surrendered (By Funding Option)
Value
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
D-1 of 1
SCHEDULE D - REPORTS/DATA TO CARRIER (Monthly/Daily)
UL and VUL (1) File Frequency File Name
------------- ---- --------- ---------
Accounting Interface Data Daily F766S6.LIA.CSM.ACCTEXT.Y
Accounting Interface Report Daily F766S6.LIA.CSM.ACCTRPTS.Y
Accounting Interface Report Monthly F766S6.LIA.CSM.MTHACCT.Y
Policy Data Base Interface Data Monthly F7VRS6.AND.POLICYDB
Policy Data Base Interface Report Monthly F7VRS6.AND.MISREPTS
Compensation Interface Data Daily F713S6.AND.J7VT603.AGTCOMP
Compensation Interface Report Daily F713S6.AND.J7VT604.AGTCOMP
INDEX Interface Data Daily F719S6.AND.INDEXCSM
Reinsurance Interface Data Monthly F7VRS6.AND.REINSCOI
Carrier Input Transfer File Data Variable F7VRS6.AND.CSM.INPUT
VUL Only (1)
------------
Unit Asset Value ("UV") Data Daily ANDUVINP.CSV
File
UV History File Update Report Daily
Report
Administration Reports Report Daily
Administration Report Data Daily ANDCONTR.CSV
File
(1) The format for transmission of all data and reports shall be
substantially similar to that detailed in the Aetna/Andesa Interface
Specifications Manual furnished by Carrier to Administrator, unless
otherwise agreed by Carrier.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
D-2 of 1
SCHEDULE E - REPORTS TO SERVICING AGENT Monthly by Insured and in Total) All
Reports shall list the name of the Case (as defined in Schedule J), Case number,
and reporting period.
Death Benefit Report
Employee Name Initial Base Face Amount
Policy Number Current Face Amount
Issue Age Term Face Amount
Policy Year/Date Gross Face Amount
Year in Force Policy Debt
Net Death Benefit
Cash Value Report
Employee Name Current Accumulated Cash Value
Policy Number Policy Debt
Issue Age Surrender Charge
Policy Year/Date Net Surrender Value
Year in Force
Premium Report
Employee Name Planned Premium
Policy Number Premiums Paid From (Reporting
Issue Age Period Date)
Policy Year/Date Premiums Paid Since Issue
Year in Force
Loans and Withdrawals Report
Employee Name Policy Debt
Policy Number Total Available Loan
Issue Age Withdrawals From
Policy Year/Date Total Withdrawals
Year in Force Premiums Paid Since Issue
E-1 of 2
Investment Allocation Report
Employee Name Assets by Fund
Policy Number Total assets by policy
Issue Age Total by fund
Policy Year/Date
Year in force
Cash Reconciliation Report (Policy Level)
Employee Name Pre-earnings Balance
Policy Number Interest Earnings
Prior Policy Month End Balance Ending Balance
Premium Surrender Penalty
Premium Expense Premium Load Credit
Policy Fee Cash Surrender Value
Cost of Insurance Column Totals
Withdrawals
Cash Flow Report (Case Level)
TO BE DETERMINED
Additional Communications
Premium and Lapse Notices
Policy Pages
Reinsurance Report
Confirmations
Annual Report - Policy Level, Case Level, Division Level
Insured Name Plan of Insurance
Policy Number Rider Information
Date of Issue Summary of Policy Values
Owner Summary of Transactions
Serviced by Interest Rates
[Other Reports To Be Defined]
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
E-2 of 2
SCHEDULE F - REPORTS TO EMPLOYER (Monthly by Insured and in Total)
All Reports shall list the name of the Case (as defined in Schedule J), Case
number, and reporting period.
Death Benefit Report
Employee Name Initial Base Face Amount
Policy Number Current Face Amount
Issue Age Term Face Amount
Policy Year/Date Gross Face Amount
Year in Force Policy Debt
Net Death Benefit
Cash Value Report
Employee Name Current Accumulated Cash Value
Policy Number Policy Debt
Issue Age Surrender Charge
Policy Year/Date Net Surrender Value
Year in Force
Premium Report
Employee Name Planned Premium
Policy Number Premiums Paid From (Reporting
Issue Age Period Date)
Policy Year/Date Premiums Paid Since Issue
Year in Force
Loans and Withdrawals Report
Employee Name Policy Debt
Policy Number Total Available Loan
Issue Age Withdrawals From
Policy Year/Date Total Withdrawals
Year in Force Premiums Paid Since Issue
F-1 of 2
Investment Allocation Report
Employee Name Assets by Fund
Policy Number Total assets by policy
Issue Age Total by fund
Policy Year/Date
Year in force
Cash Reconciliation Report (Policy Level)
Employee Name Pre-earnings Balance
Policy Number Interest Earnings
Prior Policy Month End Balance Ending Balance
Premium Surrender Penalty
Premium Expense Premium Load Credit
Policy Fee Cash Surrender Value
Cost of Insurance Column Totals
Withdrawals
Cash Flow Report (Case Level)
TO BE DETERMINED
Additional Communications
Premium and Lapse Notices
Policy Pages
Reinsurance Report
Confirmations
Annual Report - Policy Level, Case Level, Division Level
Insured Name Plan of Insurance
Policy Number Rider Information
Date of Issue Summary of Policy Values
Owner Summary of Transactions
Serviced by Interest Rates
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
F-2 of 2
SCHEDULE G - DATA PROCESSING RECORDS MAINTAINED
The following data records will be maintained indefinitely in machine readable
format.
Data Pertaining to All Insureds (Monthly)
Earnings Rate(s)-Unborrowed Cash Value Earnings Rate - Borrowed Cash Value
Premium Expense Rate Per Capita Administrative Charge
Loan Interest Rate Target Premium Load Rates
Cost of Insurance Tables
Data Maintained Separately for Each Insured (At Issue and Upon Change in Data)
Birthdate Name
Sex Social Security Number
Issue Date Policy Number
Policy Owner Name/Address
Data Maintained Separately for Each Insured (Monthly)
State Residence Code Aetna Region Code
Division Affiliation Health Status
Cash Value Balance Cash Value Partial Surrenders
(new and old money) Cash Value Earnings - Unborrowed
Cash Value Earnings - Borrowed (new and old money)
Cash Value Withdrawal Deposits to Unborrowed Cash Value
Premium Allocation Loan Balance
Premiums Paid Loan Interest - Non-Deductible
Loan Interest - Deductible Monthly Fee
Loan Repayments Death Benefit (base and term)
Cost of Insurance Attained Age
Premium Expense Charge Smoking Status
Premium Allocation Policy Status
Premium Class Commissionable Premium Components
Billing Frequency
Rating Codes
Commission Agent/Agency Data
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
G-1 of 1
SCHEDULE G-1 - PROHIBITED AND RESTRICTED ARRANGEMENTS
While the Agreement is in force, and unless Carrier expressly agrees otherwise
in writing, Administrator agrees to comply with the following restrictions on
its activities:
No common employees
Administrator shall have no common employees with an insurance agency or
insurance broker.
No control
Administrator shall not be subject to control in connection with any service
performed under this Agreement, whether by means of partnership, joint venture
or otherwise, by an insurance agency or insurance broker.
No common telephone lines
Administrator shall have its own telephone lines to perform its work and shall
have its telephones answered in its own name, and not in the name of any
insurance agency or insurance broker, nor by employees of any insurance agency
or insurance broker.
No joint promotion
Administrator shall not commingle its promotional material with that of any
insurance agency or insurance broker. "Promotional material" of Administrator
shall include, but not be limited to its letters, brochures and other documents
describing Administrator's services.
Signage
Administrator shall display signage on its premises, whether owned or leased,
including common areas such as a lobby or building directory, which shall not
disclose that Administrator is affiliated or associated with any insurance
agency or insurance broker. Administrator shall cause signage to be erected or
displayed on the entrance to its office and from all common areas and in all
building directories, naming Administrator. The provisions of this paragraph
shall not apply, however, to the extent that any xxxxxx not affiliated with
Administrator reasonably imposes restrictions on signage pursuant to the terms
of a then current lease with Administrator.
Disclosure
The terms of this Schedule G-1 may be disclosed by Carrier to any of its
existing or prospective insurance producers, general agents or insurance
brokers.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
G-1, 1 of 1
SCHEDULE H - STANDARDS OF PERFORMANCE
1. Policy Issue. Administrator shall use best efforts to issue each Policy as
required by Section 2.a of the Agreement within two days following receipt by
the Administrator of issue instructions and accurate related data in machine
readable format from Carrier. Administrator shall promptly notify Carrier in the
event Administrator becomes aware of a delay for any reason.
2. Claim Notification. Administrator shall transmit to Carrier written notice of
all claims Administrator has received, whether in writing or orally, within one
business day of receipt of such notice by Administrator. Administrator shall
time stamp each written claim notification it has received, and shall maintain a
written record in a log or otherwise the time that each oral claim is received.
3. Variable Processing and Reporting.
a. Confirmations. Administrator shall prepare a written confirmation
of each transaction in compliance with applicable law in a form satisfactory to
Carrier. Administrator shall transmit confirmations within one business day
after each transaction to Policy Owner or his designee, to Servicing Agent if
so designated by Carrier, and if elected by Carrier, to Carrier.
b. Daily Valuation Processing. Each day, Administrator shall compute the
then current value for each funding option of a Policy affected by one or more
Policy transactions for that day. "Policy transactions" for these purposes shall
include, but not be limited to, premium payments, funding option transfers,
partial or full surrenders, or Policy loan disbursements which affect the total
number of units or the Unit Asset Value ("UV") of any variable funding option
under a Policy. Administrator shall make such computations and transmit same to
Carrier by Interface no later than midnight on each day the New York Stock
Exchange is open for business or as otherwise specified in the prospectus of
each VUL.
c. Processing Schedules.
i. Monthly Processing. Administrator shall transmit to Carrier all
monthly reports required by Schedule D, in computer readable form no later than
midnight on the last day of the month covered by the report, and maintain
capability to provide same in hard copy.
ii. Daily Processing. Administrator shall transmit to Carrier all
daily reports required by Schedule D, in computer readable form no later than
midnight of the day covered by the report, and maintain capability to provide
same in hard copy.
iii. Routine Processing. Administrator shall calculate and deduct the
cost of insurance ("COI") and all monthly policy fees on the first day of each
policy month for all policies.
H-1 of 3
iv. Acceleration of Schedule. Administrator shall use best efforts
to accelerate monthly and daily processing at the request of Carrier.
d. Corrective Measures. Administrator shall provide Carrier with one or
more designated contacts who shall be available on a 24 hour basis to resolve
problems of an emergency nature involving the transmission of data to Carrier,
or the processing of reports. Such instances are expected to occur infrequently,
and Carrier and Administrator will take all reasonable actions to limit their
occurrence.
e. Correction of Unit Asset Value Errors. Administrator, at its own
expense, shall correct each UV and each VUL Policy value within one business day
of the time when it became aware of an error in the UV or the number of units of
any VUL Policy provided, however, that Carrier shall be responsible for the
expense of correction of any UV or VUL Policy value due to the transmission of
incorrect data by Carrier.
4. Communications with Carrier and with Policy Owners.
a. Material Issues. Administrator shall provide prompt notification to
Carrier in writing of all "material issues" affecting each Policy and VUL.
Prompt notification shall mean written notification within 48 hours of the time
Administrator became aware or received notice of any material issue. "Material
issues" shall mean any material fact or circumstance concerning a Policy Owner,
a Policy, the UV, any report or confirmation or the transmission of any report
or confirmation, including, but not limited to: policy surrenders, processing
problems, and vacation schedules of the Administrator's personnel.
b. Confirmations. Administrator shall promptly notify Carrier in writing
of all transactions placed by Producers with respect to any Policy.
c. Planned Premium Payment Notice. Administrator shall transmit to the
Policy owner or his designee a complete and correct planned premium notice
thirty-five days before the planned premium due date. In the event such
thirty-fifth day is not a business day, Administrator shall send such notice on
the immediately following business day.
d. Unpaid Bills. Administrator shall notify Carrier in writing of all
unpaid bills, including unpaid planned premiums due with respect to Policies,
within 15 days after the date on which such payment is due.
e. "Lapse Pending" Notice. Administrator shall send a "Lapse Pending"
Notice, in a form approved by Carrier in writing, to each Policy owner (with
copies to Producer and Carrier) no later than two business days following the
monthly deduction day of a Policy that coincides with the start of the 61-day
grace period with respect to each Policy that has entered such grace period.
H-2 of 3
f. Lapse Notice. Administrator shall send a "Lapse Notice", in a form
approved by Carrier in writing to each Policy owner (with copies to Producer and
Carrier) on the twenty-sixth day of each grace period under such Policy, unless
otherwise instructed by Carrier. In the event the twenty-sixth day is not a
business day, Administrator shall send such notice on the immediately following
business day.
5. Standards of Performance Report. Administrator shall provide Carrier with a
report within five days following the end of each month that the Agreement is in
effect, in format acceptable to Carrier, that describes Administrator's
adherence to the standards set forth in this Schedule H during such month.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
------------------------ -------------------------
H-3 of 3
SCHEDULE I - SERVICE FEES FOR DEVELOPMENT TASKS
Administrator will maintain a record of hours of services performed and provide
Carrier with a monthly invoice to describe hours of service during the
immediately preceding month. Such hours will be converted to service fees
according to the rate schedule outlined below. All invoices will be prepared to
describe the services provided, and by whom, during the period. Such fees are
due within thirty (30) calendar days of billing. Overdue bills shall be payable
in the amount billed plus 1.5% for each month or partial month overdue.
For the implementation of initial UL insurance products, Administrator will
advise Carrier if sum total service fees are expected to exceed $100,000 and
will not proceed without additional approval of tasks by Carrier. In no event
will the sum total fees for UL exceed $150,000.
For implementation of the VUL products, Administrator will advise Carrier if
total service fees are expected to exceed $50,000 and will not proceed without
additional approval of tasks by Carrier. In no event will the sum total service
fees for VUL exceed $75,000.
HOURLY XXXX SCHEDULE:
Rate Class 1994 Rate 1995 Rate
Principal $215 $215
Xxx Xxxxxxx
Xxxx Xxxxxx
Xxxxx Xxxxxxx DRB SEB (no charge)
Sr. Professional $150 $150
Xxxxxxx Xxxxx
Xxxxx Xxxxx
Xxxxx Xxxxxx DRB SEB (no charge)
Xxx Xxxxxxxxx
Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Professional $100 $100
Xxxxxxxx May
Xxxx Xxxxxxxxx
Support All Other $60 $60
Service Fees are subject to change by Administrator on each January 1 while the
Agreement is in force; provided that: (a) sixty day advance notice is provided
to Carrier; and (b) any new Service Fees are no greater than those charged by
Administrator to its most favored customers.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
I-1 of 1
SCHEDULE J - ONGOING ADMINISTRATIVE FEES
On going administrative fees will be calculated and billed monthly by
Administrator. Fees are due within 30 calendar days of billing. Overdue bills
shall be payable in the amount billed plus 1.5% for each month or partial month
overdue.
All invoices will reference the Carrier's purchase order which Carrier shall
supply and be addressed as follows:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx, Assistant Vice President, YF9F
Definitions
For purposes of this Schedule J:
"Case" means all Policies owned by an Employer (or issued or transferred to
employees of an Employer) which share a common Policy form.
"CPI" means the U.S. Bureau of Labor Statistics consumer price index for all
urban consumers - all items.
"Participant" means each in-force policy required for an individual insured.
Election of Billing Options
On or before the date the first Policy is issued in a Case, Carrier shall elect
a Billing Option for that Case and notify Administrator accordingly. Carrier may
also change (no more often than once every 12 months) the Billing Option for any
Case upon thirty day prior notice to Administrator.
Billing Option I
While Billing Option I is in effect for a Case, Carrier shall be billed monthly
for that Case as follows:
(i) $375.00 per Option I Case for the first ten Option I Cases;
$250.00 per Option I Case for the next ten Option I Cases;
$125.00 for all remaining Option I Cases; plus
J-1 of 3
(ii) $3.00 per Option I Case Participant multiplied by the ratio of the CPI
for October of the calendar year immediately preceding the start of the
billing period divided by the CPI for October, 1992. The October, 1992
CPI will be adjusted as necessary to correspond to the same base year as
the current billing year.
Option I Development Service Fee
If Billing Option I is in effect for a Case, Administrator shall waive any
development tasks service fees described on Schedule I with respect to
customized reports developed for that Case.
Billing Option II
If Billing Option II is in effect for a Case, direct communication between
Administrator and Broker or Employer shall be limited to that required to
perform standard transactions.
While Billing Option II is in effect for a Case, Carrier shall be billed monthly
for that Case as follows:
(i) $50.00 per Option II Case, plus
(ii) $25.00 per Option II Case Participant.
(iii) Cost of preparing any customized reports or performing any other
non-standard services.
Monthly Product Fee
Following acceptance by Carrier of the tests of Policies and Interfaces
described in Schedule B, Carrier shall be billed a monthly product fee ("Monthly
Product Fee") of $1,250.00 per product (e.g. UL; VUL)
Incidental Claim Service Fee
The Administrators actual cost of obtaining death certificates, if so requested
by Carrier, shall be billed monthly, but not in excess of Pension Benefits
Information's (or an equivalent service) published rate for this service.
Total Monthly Administrative Fee
While this Agreement is in effect, the total monthly administrative fee is the
sum of the applicable: (a) Billing Option I fees; (b) Billing Option II fees;
(c) Monthly Product Fee(s); and (d) Incidental Claim Service Fees. Case and Case
Participant administrative fees are billed monthly from the date the
Administrator issues the policy until the date coverage ceases.
J-2 of 3
In the event of the termination of Administrator's services pursuant to Section
11.a. prior to the third anniversary of the execution of this Agreement, the
monthly fee will be calculated and paid for all Cases and Participants active as
of the termination date until the third anniversary of the execution of this
Agreement at the Billing Option in effect at the time of cancellation.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
J-3 of 3
SCHEDULE K - EQUIPMENT AND SOFTWARE REQUIREMENTS
TPA AGREEMENT
This schedule specifies the minimum software and hardware environment required
to execute, without modification, the Andesa TPA software utilizing the master
data files.
Personal computer with:
48 megabytes RAM
500 megabytes of hard disk storage
3.5 " and 5.25 " floppy drives
DC-6150 1/4" cartridge tape drive
Printer - HP Laser Jet III, IV or compatible
SCO Unix version 3.2 or later
All applications software is written in Pascal with the exception of several low
level C routines. The Unix C shell operating system environment is required.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
K-1 of 1
SCHEDULE L - TECHNOLOGY ESCROW AGREEMENT
[TO BE INSERTED]
Account Number 0000000-30004-0105002
---------------------
L-1 of 1
TECHNOLOGY ESCROW AGREEMENT
Account Number 0000000-30004-0105002
---------------------
This Technology Escrow Agreement ("Agreement") is effective this 1st day of
March, 1994, by and between Data Securities international, Inc., its successors
and assigns ("Escrow Agent"), a Delaware corporation, Andesa TPA, Inc., its
successors and assigns ("Licensor"), a Pennsylvania corporation, and Aetna Life
Insurance and Annuity Company, its successors and assigns ("Licensee"), a
Connecticut corporation.
Notices to Licensor, Licensee and Escrow Agent should be sent to the parties as
identified in the attached Exhibit A.
WHEREAS, Licensor has or will enter into a contract with the Licensee for the
use of proprietary technology and other materials of Licensor;
WHEREAS, availability of or access to certain proprietary data related to the
proprietary technology and other materials is critical to Licensee in the
conduct of its business;
WHEREAS, Licensor has deposited or will deposit with Escrow Agent the related
proprietary data to provide for retention and controlled access for Licensee
under the conditions specified below;
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in consideration of the promises, mutual covenants and
conditions contained herein, the parties hereto agree as follows:
1. Licensor Deposit Account. Following the execution of this Agreement and
the payment of the set-up and deposit fees to Escrow Agent, Escrow Agent
shall open a Deposit Account for Licensor. The opening of the account
means (a) that Escrow Agent shall establish an account ledger in the name
of the Licensor and (b) that Licensor shall receive the notice of time
for renewal as provided in Section 7. Unless and until Licensor makes an
Initial Deposit with Escrow Agent, Escrow Agent shall have no obligation
to Licensor except as defined by this Section.
2. Initial Deposit. The Initial Deposit will consist of all material
initially supplied by Licensor to Escrow Agent as specified by an
accompanying document called a "Description of Deposit Materials"
hereinafter referred to as an Exhibit B. Escrow Agent shall issue to
Licensor and Licensee a copy of the Exhibit B within ten (10) days of
acceptance by Escrow Agent of the Initial Deposit.
1
3. Deposit Changes. Unless otherwise provided by this Agreement Addenda or
Exhibits, the Licensor has the obligation to keep the Deposit updated
with supplemental or replacement materials.
a. Supplemental Deposit. This Supplemental Deposit will include
any materials added to the Deposit. Licensor will submit the
Supplemental Deposit accompanied by an Exhibit B. Within ten
(10) days of acceptance by Escrow Agent of such Supplemental
Deposit, Escrow Agent shall notify Licensor and Licensee by
issuing a copy of the Exhibit B.
b. Replacement Deposit. Replacement materials replace the
existing Deposit defined by an Exhibit B or all Exhibit B's.
Portions of an Exhibit B Deposit may not be replaced.
Licensor will submit the Replacement materials accompanied
by an Exhibit B. Within ten (10) days of acceptance by
Escrow Agent of such Replacement materials, Escrow Agent
shall notify Licensor and Licensee by issuing a copy of the
Exhibit B. Escrow Agent will destroy or return to Licensor
all materials that are replaced by the Replacement
Materials.
4. Deposit Inspection. Upon the receipt of the initial Deposit and any
Deposit Changes, Escrow Agent will visually match the listed items on the
Exhibit B to the labeling of such materials received. Escrow Agent shall
not be responsible for verifying the contents or validating the accuracy
of Licenser's labeling. Acceptance of the Deposit will occur only when
Escrow Agent concludes that the Deposit Inspection is complete.
5. Licensee Registration Account. Following the execution of this Agreement
and the payment of the registration fee to Escrow Agent, Escrow Agent
shall open a Registration Account for Licensee. The opening of the
Registration account means (a) that Escrow Agent shall establish an
account ledger in the name of the Licensee and (b) that Licensee shall
receive the notice of time for renewal as provided in Section 7. Unless
and until Licensor makes an Initial Deposit of Materials with Escrow
Agent, Escrow Agent shall have no obligation to Licensee except as
defined by this section.
6. Deposit Obligations of Confidentiality. Escrow Agent agrees to establish
a receptacle in which it shall place the Deposit and shall put the
receptacle under the control of one or more of its officers, selected by
Escrow Agent, whose identity shall be available to Licensor at all times.
Escrow Agent shall exercise a professional level of care in carrying out
the terms of this Agreement.
Escrow Agent acknowledges Licensor's assertion that the Deposit shall
contain proprietary data of Licensor and that Escrow Agent has an
obligation to preserve and protect that confidentiality.
2
7. Term of Agreement. This Agreement will have an initial term of one year,
commencing on the effective date of this Agreement. This Agreement may be
renewed for additional one-year periods upon receipt by Escrow Agent of
the specified renewal fees. In the event that the renewal fees are not
received within thirty (30) days before the expiration date, Escrow Agent
shall so notify Licensor and Licensee of the thirty (30) day expiration
period. If the renewal fees are not received within the subsequent thirty
(30) days, this Agreement will expire without further notice and without
liability of Escrow Agent to the parties of this Agreement. Licensee has
the right to pay renewal fees and other related fees.
8. Expiry. Upon non-renewal or other termination of this Agreement, all
duties and obligations of Escrow Agent co Licensor and Licensee will
terminate. If Licensor requests the return of the Deposit, Escrow Agent
shall return the Deposit to Licensor only after all outstanding invoices
and the deposit return fees are paid. If the fee(s) are not received by
the anniversary date of this Agreement Escrow Agent shall, at it's
option, destroy or return the Deposit to Licensor.
9. Release of Deposit to Licensee. Upon Licensee's written instruction,
Escrow Agent will:
a. Release Deposit to Licensee; and
b. Notify by certified mail within five (5) working days of release that
release has been made.
10. Indemnification. Licensor and Licensee agree to defend and indemnify
Escrow Agent and hold Escrow Agent harmless from and against all claims,
actions and suits, whether in contract or in tort, and from and against
any and all liabilities, losses, damages, costs, charges, penalties,
counsel fees, and other expenses of any nature (including. without
limitation settlement costs) incurred by Escrow Agent as a result of
performance of this Agreement except in the event of a judgment which
specified that Escrow Agent acted with gross negligence or willful
misconduct.
11. Audit Rights. Escrow Agent agrees to keep records of the activities
undertaken and materials prepared pursuant to this Agreement. Licensor
and Licensee will be entitled at reasonable times, during normal business
hours and upon reasonable notice to Escrow Agent, during the term of this
Agreement to inspect the records of Escrow Agent with respect to this
Agreement.
Licensor or Licensee will be entitled, upon reasonable notice to Escrow
Agent and during normal business hours, at the facilities designated by
Escrow Agent, accompanied by a designated employee of Escrow Agent, to
inspect the pbysical status and condition of the Deposit. The Deposit may
not be changed by Licensor or Licensee during the audit.
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12. Designated Representative. Licensor and Licensm agree to desigriate one
individual each to receive notices from Escrow Agent and to act on behalf
of Licensor and Licensee respectively with respect to the performance of
their obligations as set forth in this Agreement and to notify Escrow
Agent immediately, as stipulated in Exhibit A, in the event of any change
from one Designated Representative to another.
13. General. Escrow Agent may act in reliance upon any written instruction,
instrument, or signature believed to be genuine and may assume that any
person giving any written notice, request, advice or instruction in
connection with or relating to this Agreement has been duly authorized to
do so. Escrow Agent is not responsible for failure to fulfill its
obligations under this Agreement due to causes beyond its control.
This Agreement is to be governed by, and construed in accordance with the
laws of the State of California.
This Agreement, including the Exhibits and Addenda hereto constitutes the
entire Agreement between the parties concerning the subject matter
hereof, and will supersede all previous communications, representations,
understandings, and agreements, either oral or written, between the
parties.
If any provision of this Agreement is held by any court to be invalid or
unenforceable, that provision will be severed from this Agreement and the
remaining provisions will continue in full force.
14. Fees. All service fees will be due in full at the time of the request for
service. Renewal fees will be due in full upon the receipt of invoice
unless otherwise specified by the invoice. For the purpose of annual
renewal fees the effective date of this Agreement will be the anniversary
date. Invoiced fees must be paid within sixty (60) days of receipt of
invoice or Escrow Agent may terminate this Agreement. If payment is not
timely received by Escrow Agent, Escrow Agent shall have the right to
accrue and collect interest at the rate of 1 and 1/2% per month (18% per
annum) from the date of invoice for all late payments.
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All service fees and annual renewal fees will be those specified in Escrow
Agent's Schedule of Fees in effect at the time of renewal, or request for
service, except as otherwise agreed. For any increase in Escrow Agent's standard
fees, Escrow Agent shall notify Licensor and Licensee at least ninety (90) days
prior to any renewal of this Agreement. For any service not listed on the
Schedule of Fees, Escrow Agent shall provide a quote prior to rendering such
service.
Date: 3/1/94 Date: 2/17/94 Date: 3/3/94
------------------------ ----------------------- ------------------------
Andesa TPA, Inc. Aetna Life Insurance and Data Securities Int'l, Inc.
Annuity Co.
By: /s/Xxxxxxxx Xxxxxxx By: /s/Xxxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxx
------------------------ ----------------------- ------------------------
Xxxxxxxx Xxxxxxx Xxxxxxx X. Xxxxxxxx
Vice President Vice President
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EXHIBIT A
Account Number 0000000-30004-0105002
---------------------
Designated Representatives and Locations
Notices to Licensor should be sent to:
Licensor: Andesa TPA, Inc.
0000 Xxxxx Xxxxx Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Designated
Representative: Xxxxxxx Xxxxx
Manager, Systems
000-000-0000
Notices to Licensee should be sent to:
Licensee:
Address:
Designated
Representative:
Phone:
All notices to change the designated representative and or the name, address or
telephone number from Licensee or Licensor must be signed by an officer of
Licensee or Licensor as the case may be.
All contracts, deposit materials and notices to Escrow Agent should be sent to:
Data Securities International, Inc.
Attn: Contract Administration
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
000-000-0000
Date:
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SCHEDULE M - DATA SECURITY, BACKUP AND RECOVERY
Administrator agrees to maintain software and data for the purpose of daily
backup and recovery as follows:
Software:
Backup copies of executables, source code and compilers will be stored in a heat
resistant safe on site.
Backup copies of executables and source code will be stored off-site in a bank
vault located at least one mile from Administrator's office.
Data:
Original census data will be stored permanently in a bank vault.
All current and historical processing data is maintained on magnetic
media, stored as follows.
Current month: On site in heat resistant safe
First previous month: Off site in bank vault
Second previous month: On site in heat-resistant safe
Third previous month: On site in heat-resistant safe
Editing input log for current month stored in bank vault
All Employer and Servicing Agent reports are maintained as follows:
Copy to Carrier
Copy on site in heat-resistant safe
Disaster Recovery Requirements:
In the event Administrator is unable to provide the Ongoing Services specified
in the Agreement for any reason, including but not limited to physical damage to
equipment or facilities at its regular place of business or any back-up data
center, or any other malfunction in equipment, telecommunications links and
devices or software, Administrator shall restore 100% capability to process VUL
UL values within twenty-four (24) hours of the point of failure; 75% of
capability for other services and reports on the formats specified herein with
seventy-two (72) hours of the point of failure; and to 100% capability for all
other services and reports in the formats specified herein, within five (5) days
of the point of failure.
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Administrator shall maintain the capability for full and complete test of its
disaster recovery plan, as may be requested by Carrier on an annual basis while
the Agreement is in effect. In the event of such request, Administrator shall
provide Carrier with written confirmation of its test results. Administrator's
failure to provide test results that, are satisfactory and in accordance with
reasonable commercial standards, shall constitute a failure to follow Standards
of Performance for purposes of section 11.b of the Agreement.
Date: 2/3/95
-----------------------
Administrator Carrier
By: /s/DRB By: /s/ SEB
----------------------- -------------------------
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