EX 10.2
GENERAL SUPPORT SERVICES AND RENTAL AGREEMENT
(MM&S/WULA)
Agreement made this 1st day of April, 1998, by and between WESTERN
UNITED LIFE ASSURANCE COMPANY. ("WESTERN"), and METROPOLITAN MORTGAGE &
SECURITIES CO., INC., ("METROPOLITAN") hereinafter jointly referred to as the
"Parties".
WITNESSETH
WHEREAS, METROPOLITAN is a financial institution with several divisions
providing accounting, legal, human resources, information systems and other
general business support activities, and has rental space available.
WHEREAS, WESTERN desires to obtain from METROPOLITAN general support
services, and rent space;
NOW THEREFORE, for the foregoing reasons and in consideration of the
mutual promises, covenants and agreements set forth herein, the Parties promise,
covenant and agree as follows:
1. DESCRIPTION OF SERVICES
a. Administrative Support Services:
METROPOLITAN hereby shall provide WESTERN general support services
including but not limited to, human resources, information systems, art
and advertising, accounting, legal, marketing, disaster recovery
planning, check processing, cashiering services, financial advice and
securities and mortgage portfolio management services.
b. Office Space:
METROPOLITAN hereby leases to WESTERN certain office space at 000 X.
Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx and/or such other location as agreed
to by the Parties. Such lease includes office furnishings and equipment
as deemed desirable by WESTERN and is provided on a triple net basis.
2. MONTHLY FEES
a. General Support Services
I. WESTERN will pay METROPOLITAN a monthly fee for
general administrative support provided by
METROPOLITAN TO WESTERN. It is the intent of the
Parties hereto that the general administrative
support fees be calculated monthly at a fair and
equitable rate that reflects the current market cost
for comparable services.
II. METROPOLITAN has developed and shall continue to
maintain a cost allocation system designed to measure
the activity of the general support services
departments used by both Parties, to provide a basis
for allocation of the costs generated by those
departments. The cost allocation system shall be
expressed in terms of labor hours, machine hours,
square footage, and/or other appropriate measures.
The methodology used for determining the fees may be
reviewed by either party at any time, and is subject
to change by mutual agreement of the parties as the
specific services may vary, or other applicable
conditions warrant.
b. Rent: $7,000.00 per mo through October 31, 1998
$10,000.00 per mo from November 1, 1998
b. Mortgage/Receivable Portfolio 50 bps per month, of monthly
management beginning
portfolio balance
c. Securities Portfolio management: 1/2 of 1% of portfolio, paid
monthly
d. Cash management (overnight, 1/10 of 1% of monthly
repo and repo borrowing) average
e. Vantage I 90% of the Amortization Fee
- (currently $20,700 per
month)
3. NON-EXCLUSIVITY OF AGREEMENT
This Agreement is non-exclusive. WESTERN reserves the right and
privilege to employ and engage, from time to time, any other entity or person to
perform any of the services which are the subject of this Agreement, or may its
self perform any such services. Such actions by WESTERN shall not be construed
as an event of termination of this Agreement.
4. DELEGATION
METROPOLITAN may utilize, delegate to or subcontract with any of its
subsidiaries, divisions, affiliates or third parties in connection with its
performance of the terms of this Agreement, in full or in part, as deemed
appropriate at METROPOLITAN's discretion.
5. RIGHT TO EXAMINE METROPOLITAN'S RECORDS
WESTERN shall have the right to examine and audit any and all of the
books, records, or other information of METROPOLITAN, with respect to or
concerning the services provided or fees charged pursuant to this Agreement
during business hours or at such other times as may be reasonable under
applicable circumstances.
6. EVENT OF DEFAULT
The following shall be construed as an event of default:
a. The failure by WESTERN to deliver any sums required to be paid to
METROPOLITAN pursuant to the terms of this Agreement.
b. The failure of either Party to perform in accordance with the terms
and conditions of this Agreement to the extent that such failure to
perform shall constitute a material breach of a term or condition of
this Agreement.
7. TERMINATION
Either Party may terminate this Agreement in whole or in part by
providing written notice of termination to the other Party, in which event this
Agreement shall terminate immediately upon receipt of such notice or at such
later date as provided in said notice.
8. NOTICE
Notice under this Agreement shall be in writing, and delivered by hand,
receipt acknowledged, or delivered by registered certified United States mail,
return receipt requested, and if refused, by regular United States mail,
addressed to the Parties as stated below:
ATTN: PRESIDENT
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
000 X. 0xx Xxxxxx
Xxxxxxx, XX 00000-0000.
ATTN: PRESIDENT
WESTERN UNITED LIFE ASSURANCE COMPANY.
000 X. Xxxxx Xxxxxx
Xxxxxxx XX 00000
9. BINDING EFFECT
This Agreement sets forth the entire Agreement between the Parties, and
shall be binding upon all successors and assigns of both of the Parties hereto,
and shall be construed under the laws of the State of Washington.
10. PRIOR AGREEMENTS
This Agreement replaces and supersedes each and every prior Agreement
executed by the Parties related to the General Support Services and Rental
provided by METROPOLITAN to WESTERN.
This Agreement is executed the day, month, and year first above written
by the duly authorized officers of each Party.
METROPOLITAN MORTGAGE & WESTERN UNITED LIFE
SECURITIES CO., INC. ASSURANCE COMPANY
By: By:
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Xxxxx X. Xxxxxxxxx Xxxx Xxx Xxxxxxx
Executive Vice President President
