CUNA MUTUAL GROUP COST SHARING, PROCUREMENT,
DISBURSEMENT, BILLING AND COLLECTION AGREEMENT
This CUNA MUTUAL GROUP COST SHARING, PROCUREMENT, DISBURSEMENT, BILLING
AND COLLECTION AGREEMENT (the "Agreement") is entered into as of January 1, 2015
(the "Effective Date") by and among the parties set forth below (each, a "Party"
and, collectively, the "Parties").
WHEREAS, each of the Parties is wholly owned, either directly or
indirectly by the (i) CUNA Mutual Holding Company or (ii) where required by, or
recommended in connection with, applicable law the CUNA Mutual Holding Company
and one or more of the employees of the CUNA Mutual Holding Company or one of
its subsidiaries;
WHEREAS, the Parties have been providing each other with Goods and
Services for many years pursuant to prior agreements and expect to continue to
do so;
WHEREAS, each of the Parties want to replace the agreements forth on
Schedule A (the "Prior Cost Sharing Agreements") with this Agreement;
WHEREAS, some of the Parties have other cost sharing, services and other
agreements which will not be replaced by this Agreement;
WHEREAS, each of the Parties believes that the terms of this Agreement,
including the compensation to be paid hereunder, are fair and reasonable;
NOW, THEREFORE, in consideration of the responsibilities respectively
assumed by the parties under the terms and conditions of the Agreement, the
Parties, intending to be legally bound, agree as follows:
1. Certain Definitions. The following terms shall have the meanings
set forth below when used herein:
a. "Billing and Collection Services" may include, but is not limited
to, the following: processing of billing notices and invoices;
processing and validation of payments received; providing a
toll-free telephone number to confirm and validate billing and
payment status; maintaining customer billing and payment history
information; providing reasonable information about payments if
requested by third parties; prompt resolution of unvalidated
payments; automated feed to the general ledger of all due and
received premiums; reconciliation of deposit accounts and
outstanding bills; maintaining mutually agreed upon detailed books
and records; and maintaining a billing and collection service
disaster recovery program.
b. "Disbursement Services" may include, but is not limited to, the
following: receiving, processing, validating and paying
disbursement requests in a mutually agreed upon manner; providing
appropriate check stock; providing a toll-free
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telephone number to validate mutually agreed upon disbursement
information; maintaining mutually agreed upon detailed books and
records; providing the ability to process international drafts and
cables and certified and cashier checks; issuing void, stop
payment and reissue of disbursement requests; providing services
related to unclaimed property; providing for emergency policy
servicing operations to establish an emergency customer service to
issue immediate policyholder payments to remote sites (i.e.,
earthquake, tornado); and maintaining a disbursement service
disaster recovery program.
c. "Goods and Services" shall mean the Billing and Collection
Services, Disbursement Services, Procurement Services and Other
Services.
d. "Other Services" may include, but is not limited to, the
following: employee services; office space; supplies and
equipment; mail and similar services; cafeteria services; market
development and enhancement services; and such other mutually
agreed upon goods and services added to this definition pursuant
to Section 2.b.
e. "Procurement Services" may include, but is not limited to, the
following: maintenance of standard procurement policies and
procedures; central processing of requests for purchase and
conversion to purchase orders; coordination of efforts to
standardize purchased items and combine purchases; negotiation of
group-wide agreements and pricing; maintaining mutually agreed
upon detailed books and records; analysis regarding whether
leasing or purchasing certain assets is more advantageous;
direction and control of receiving process; coordinating the
maintenance of master item file and master catalogs for items
purchased; coordinating maintenance of vendor files to include
appropriate vendor information; maintaining procurement disaster
recovery program.
2. Provision of Goods and Services.
a. Billing and Collection Services, Disbursement Services and
Procurement Services. As and to the extent mutually agreed upon,
CMFG Life Insurance Company or its affiliated assignee ("CMFG
Life") shall provide Billing and Collection Services, Disbursement
Services and Procurement Services to the other Parties.
b. Other Services. From time to time and at any time, any two or more
Parties may mutually agree on other goods and services to be
provided or performed under this Agreement, in which case the
definition of "Goods and Services" shall include such mutually
agreed upon goods and services.
3. Transfer of Funds.
a. Disbursement Services. Within two business days (or such other
mutually agreed upon time) after receipt of notice that a
disbursement payment has cleared a CMFG Life's financial
institution, it shall transfer a like amount from the account of
the
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appropriate Party to a CMFG Life account. On a quarterly basis,
CMFG Life shall compute and reimburse itself for any interest
earned in each other Party's account related to the aforementioned
two business day (or other mutually agreed upon time) period.
b. Billing and Collection Services. CMFG Life shall, on a mutually
agreed upon basis, electronically transfer funds received pursuant
to CMFG Life's provision of Billing and Collection Services to the
appropriate Party's specified account.
4. Compensation.
a. Calculation of Amounts Due Hereunder. The amount owed for
Goods and Services provided hereunder shall be:
i. the actual expenses that a Party incurred providing such
Goods and Services;
ii. based upon a mutually agreed upon allocation method taking
into account any appropriate time allocations, item
allocations, number of employees, special studies and any
other basis; and
iii. determined in a manner consistent with SSAP 70, or any
successor accounting guidance.
b. Payment. All amounts owed herunder shall be due within 30
days of presentment in good order. Presentment shall occur monthly or at
other times agreed upon by the Parties, but in no event less frequently
than quarterly.
5. Receipt of Another Party's Funds. If any Party receives funds
belonging to another Party, it shall promptly notify such Party and promptly
transfer such funds to the Party to which it belongs.
6. Additional CUNA Mutual Group Companies. CMFG Life may add an
entity wholly owned, either directly or indirectly, by (i) the CUNA Mutual
Holding Company or (ii) where required by, or recommended in connection with,
applicable law the CUNA Mutual Holding Company and one or more of the employees
of the CUNA Mutual Holding Company or one of its subsidiaries to this Agreement
without amendment hereto. Such entities shall be added by means of an agreement
executed only by CMFG Life and the entity or entities being added to this
Agreement.
7. Termination of Prior Cost Sharing Agreements. Effective as of the
Effective Date, the Prior Cost Sharing Agreements are hereby terminated;
provided that amounts owed under the Prior Cost Sharing Agreements as of the
Effective Date shall be paid pursuant to the terms of the applicable agreement.
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8. Miscellaneous.
a. Term; Termination. This Agreement shall commence on the
Effective Date and shall continue for an indefinite period until
terminated by mutual consent of the Parties upon 30 days' notice. Any
party, other than CMFG Life can terminate this Agreement with respect to
itself only upon 30 days' notice. CMFG Life may terminate this Agreement
with respect to all Parties upon 30 days' notice. Any party, other than
CMFG Life can terminate this Agreement with respect to itself only upon
less notice upon a material breach of this Agreement that affects such
Party. No Party shall have an automatic right to terminate this Agreement
solely because any other Party has been placed in receivership or seized
by an insurance commissioner or department. To the extent required by
applicable law, notice of termination shall be provided to the Iowa
Commissioner of Insurance.
b. Books and Records.
i. Ownership of Records. All business records and reports,
studies, documents and other information generated pursuant
to or relating to this Agreement or the Goods and Services
performed hereunder (the "Records") are and shall remain
the property of the Party that created them.
ii. Access to Records. Each Party shall make reasonably
available to the other Parties, their agents, attorneys and
accountants, at all times during normal business hours, all
applicable Records owned by it under subsection (b)(i).
Each Party shall promptly respond to any questions from any
other Party with respect to applicable Records and shall
confer with Company at all reasonable times, upon request,
concerning this Agreement and the operation of Company.
iii. Insurers' Books and Records. Notwithstanding the foregoing,
any books and records that are required, by applicable law,
to be the property of a Party that is an insurance company
shall be the property of that insurance company.
iv. Other. Payments to and on behalf of each Party shall be
properly reflected on the books and records of each Party,
so as to be in compliance with applicable law and
regulation.
c. Oversight; Annual Review. Each Party shall maintain
oversight for all Goods and Services provided to it hereunder. At least
annually, the Parties hereto shall review the provision of goods and
services hereunder to ensure that they have been provided in an acceptable
manner.
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d. Indemnification. Each Party (the "Indemnitor") will
indemnify the other Parties (each, an "Indemnitee") and the Indemnitees'
directors, shareholders, officers, agents and employees and hold each of
them harmless from and against any losses, damages, judgments and other
costs, fees and expenses, including reasonable attorneys' fees, resulting
from any breach by the Indemnitor of this Agreement or from the gross
negligence, fraud or willful misconduct of employees and permissible
contractors and agents of the Indemnitor.
e. No Advancements. Except as explicitly contemplated by this
Agreement, no Party shall make any advancement to any other Party
hereunder. In no event may a Party hereunder make any advancements to
another Party, except to pay for services provided hereunder.
f. Receivership of a Party. If a Party is placed in
receivership or seized by an insurance commissioner or department, then
(a) all rights of such Party shall extend to the appropriate insurance
commissioner, receiver and/or insurance department and (b) all Records
shall be made available to the insurance commissioner, receiver and/or
insurance department and shall be turned over to the insurance
commissioner, receiver and/or insurance department immediately upon
request. If any Party is placed in receivership or seized by an insurance
commissioner or department, then the other Parties shall continue to
maintain any systems, programs and other infrastructure used or useful to
provide the Goods and Services pursuant to this Agreement so long as such
Party is receiving timely payments required by this Agreement; provided,
however, that in such circumstances, all Parties shall have the
termination rights set forth in the section titled "Term; Termination"
above.
g. Funds and Invested Assets. All funds and invested assets of
a Party shall remain the exclusive property of such Party, and shall
remain subject to the control of such Party.
h. Governing Law. This Agreement shall be governed by the laws
of the State of Iowa.
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IN WITNESS WHEREOF, the undersigned, as duly authorized officers, have
caused this Agreement to be executed on behalf of their respective companies.
CMFG LIFE INSURANCE COMPANY CMG STUDENT LENDING SERVICES, LLC
BY: CMFG LIFE INSURANCE COMPANY, ITS SOLE
MEMBER
/s/Xxxxxxxx X. Xxxxx /s/Xxxxxxxx X. Xxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxxxxxx X. Xxxxx BY: Xxxxxxxx X. Xxxxx
----------------------------------- -----------------------------------------
TITLE: EVP, CFO & Treasurer TITLE: EVP, Chief Financial Officer
-------------------------------- --------------------------------------
CUMIS MORTGAGE REINSURANCE COMPANY CUMIS SPECIALTY INSURANCE COMPANY, INC.
/s/Xxxxx X. Power /s/Xxxxx X. Power
--------------------------------------- ---------------------------------------------
BY: Xxxxx X. Power BY: Xxxxx X. Power
----------------------------------- -----------------------------------------
TITLE: President TITLE: President
-------------------------------- --------------------------------------
MEMBERS CAPITAL ADVISORS, INC. CUNA MUTUAL FINANCIAL GROUP, INC.
/s/Xxxxx X. Xxxxx /s/Xxxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxxx X. Xxxxx BY: Xxxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: President TITLE: SVP, Chief Accounting Officer
-------------------------------- --------------------------------------
MEMBERS LIFE INSURANCE COMPANY CMFG LIFE VERMONT, INC.
/s/Xxxxxxx Xxxxxx /s/Xxxxxxxxxxx X. Xxxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxxxxx Xxxxxx BY: Xxxxxxxxxxx X. Xxxxxxxx
----------------------------------- -----------------------------------------
TITLE: SVP, Finance TITLE: SVP, Chief Actuary
-------------------------------- --------------------------------------
CUNA MUTUAL INSURANCE AGENCY, INC. CUNA MUTUAL INVESTMENT CORPORATION
/s/Xxx Xxxxxxxx /s/Xxxxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxx Xxxxxxxx BY: Xxxxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: President TITLE: SVP, Chief Market Risk Officer
-------------------------------- --------------------------------------
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CUNA MUTUAL MANAGEMENT SERVICES, LLC INTERNATIONAL COMMONS, INCORPORATED
/s/Xxxxxx X. Xxxxxxx /s/Xxxxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxxxx X. Xxxxxxx BY: Xxxxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: President TITLE: President
-------------------------------- --------------------------------------
CUMIS VERMONT, INC. CUNA BROKERAGE SERVICES, INC.
/s/Xxxxxx X. Xxxxxxx /s/Xxxxxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxxxx X. Xxxxxxx BY: Xxxxxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: President TITLE: President
-------------------------------- --------------------------------------
CPI QUALIFIED PLAN CONSULTANTS, INC. TRUSTAGE INSURANCE AGENCY, LLC
/s/Xxxx Xxxxx /s/Xxxxx X. Xxxxxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxx Xxxxx BY: Xxxxx X. Xxxxxxxxxx
----------------------------------- -----------------------------------------
TITLE: President TITLE: SVP, TruStage
-------------------------------- --------------------------------------
CUNA MUTUAL INTERNATIONAL HOLDINGS, LTD. CUNA MUTUAL INTERNATIONAL FINANCE, LTD.
/s/Xxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxx X. Xxxxxxx BY: Xxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: President TITLE: President
-------------------------------- --------------------------------------
CUNA CARIBBEAN HOLDINGS ST. LUCIA, LTD. CUNA MUTUAL GLOBAL HOLDINGS, INC.
/s/Xxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxx X. Xxxxxxx BY: Xxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: President TITLE: President
-------------------------------- --------------------------------------
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CUNA MUTUAL INSURANCE SOCIETY DOMINICANA, CUNA CARIBBEAN INSURANCE SOCIETY, LIMITED
S.A.
/s/Xxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxx X. Xxxxxxx BY: Xxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: President TITLE: Chairman
-------------------------------- --------------------------------------
CUNA MUTUAL INSURANCE (EUROPE) LIMITED CUNA MUTUAL HOLDING COMPANY
/s/Xxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxx X. Xxxxxxx BY: Xxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: Director TITLE: EVP, Chief Administrative Officer
-------------------------------- --------------------------------------
CUNA MUTUAL CARIBBEAN HOLDINGS, LTD. 0000 XXXXXXXXX XXXXXXXXX, LLC
BY: CMFG LIFE INSURANCE COMPANY, ITS SOLE
MEMBER
/s/Xxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxx X. Xxxxxxx BY: Xxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: Director TITLE: EVP, Chief Administrative Officer
-------------------------------- --------------------------------------
CUNA CARIBBEAN INSURANCE JAMAICA LIMITED CUNA MUTUAL GROUP HOLDINGS EUROPE LIMITED
/s/Xxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxx X. Xxxxxxx BY: Xxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: Director TITLE: Chairman
-------------------------------- --------------------------------------
CUNA CARIBBEAN INSURANCE SERVICES LIMITED CUNA MUTUAL LIFE ASSURANCE (EUROPE)
LIMITED
/s/Xxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
--------------------------------------- ---------------------------------------------
BY: Xxxx X. Xxxxxxx BY: Xxxx X. Xxxxxxx
----------------------------------- -----------------------------------------
TITLE: Chairman TITLE: Chairman
-------------------------------- --------------------------------------
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CUMIS INSURANCE SOCIETY, INC.
/s/Xxxxxx X. Xxxxxxx
---------------------------------------
BY: Xxxxxx X. Xxxxxxx
-----------------------------------
TITLE: Secretary
--------------------------------
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SCHEDULE A
PRIOR COST SHARING AGREEMENTS
1. Cost Sharing Agreement (Parent to Subsidiaries), most recently amended as of
January 15, 2014
2. Cost Sharing Agreement (Subsidiaries to Parent), most recently amended as of
January 15, 2014
3. Procurement and Disbursement and Billing and Collection Services Agreement,
most recently amended as of January 15, 2014
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