EXHIBIT 9.(A)
THIRD PARTY ADMINISTRATION AND TRANSFER AGENT AGREEMENT
THIS AGREEMENT by and between Andesa TPA, Inc. (hereinafter called
"Andesa"), a Pennsylvania corporation, and The Mutual Life Insurance
Company of New York (hereinafter called "MONY"), a New York corporation
is effective as of June 3, 1996 ("Effective Date").
WHEREAS, MONY intends to issue certain life insurance policies and
related riders on the forms set forth in the attached Schedule A
(together hereinafter called "Policies") through producers (together
hereinafter called "Producer") to employers or, in certain instances, to
other entities such as designated employees of an employer (together
hereinafter called "Policy Owner"); and
WHEREAS, both Andesa and MONY desire that Andesa provide MONY, Producer
and Policy Owner with certain transfer agent and administrative services
in conjunction with each issued policy; and
WHEREAS, MONY wishes to ensure continuity of administrative services in
the event Andesa is unable to provide such services;
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Development Services
a. Andesa will customize its administrative systems in preparation
for providing the service responses specified in the
Administrative System Scope Definition approved by MONY and
Andesa, dated according to Schedule A, and incorporated by
agreement herein.
b. Andesa will provide MONY with a Project Plan for such system
customization. The Project Plan will include target dates to be
met by MONY and Andesa.
c. Andesa and MONY understand and agree that achieving the target
dates is important. Both Andesa and MONY will use their best
efforts to meet the target dates and acknowledge that failure
to meet target dates will force subsequent delays to subsequent
target dates.
2. Ongoing Services
Subject to all other terms and conditions of this Agreement, Andesa
will provide the following services for as long as this Agreement is
in force:
a. Insurance Coverage Documents
Andesa, on behalf of MONY and upon its instruction, will issue
appropriate evidence of insurance to Policy Owner for each
person insured and maintain records of policy transactions
(including, but not limited to loans, surrenders, death claims,
beneficiary changes, and address changes) as set forth in the
latest version of the Administrative System Specifications
approved by MONY and Andesa. Andesa will have no authority to
underwrite, approve or effect insurance on behalf of MONY or to
collect premium payments and any other funds due to MONY,
unless otherwise agreed to in writing by MONY. Andesa will only
use forms that have been approved by MONY in administering the
policies.
Andesa will promptly refer all inquiries to MONY with respect
to the purchase of Policies. No director, officer or employee,
or any other person representing Andesa (other than duly
licensed brokers) shall respond to any such inquiry or question
other than to refer the inquirer or questioner to MONY. Andesa
shall indemnify, defend and hold harmless MONY, its successors
and/or assigns from and against any and all loss or damage, and
the cost of defending any claims, actions or suits based on or
in connection with Andesa's violations of the agreement
described in the previous sentence.
Andesa TPA, Inc. Page 1
b. Computation of Policy Values
For each person insured, Andesa will compute policy values as
set forth in the latest version of the Administrative System
Specifications approved by MONY and Andesa.
c. Reporting
Andesa will provide MONY, Policy Owner and Producer with the
reports as set forth in the latest version of the
Administrative System Specifications approved by MONY and
Andesa.
d. Response to Inquiries
Andesa will respond to inquiries (e.g., policy values, billing
inquiries) as set forth in the latest version of the
Administrative System Specifications approved by MONY and
Andesa. For SEC registered products, responses will be limited
to those that the SEC authorizes a Transfer Agent or such other
license Andesa holds to answer.
e. Training
Andesa will provide training at Andesa's office for personnel
of MONY, or personnel of Computer Sciences Corporation as
designated by MONY, in the operation of Andesa's life insurance
administrative system on a schedule MONY and Andesa will agree
upon. Andesa will make up to three (3) days of training
available each calendar year without charge to MONY. Additional
training will be provided upon request and according to a
schedule mutually convenient to Andesa and MONY. Andesa will
maintain a record of hours used for training and will convert
such hours to training fees according to the current rate
schedule published by Andesa and updated annually. Andesa will
▇▇▇▇ MONY monthly for training fees.
3. Modification Services
MONY may from time to time request additional services or
improvements to existing services provided by Andesa. Where such
requests require administrative systems modifications, MONY will
compensate Andesa in accordance with Section 8.
Modification requests will be acknowledged and within 10 (ten)
business days an estimate of the time and cost to complete the
modifications will be provided to MONY. Modifications will be
completed by Andesa within 60 (sixty) days. Where modifications are
necessary due to legal or regulatory changes, they will be completed
as soon as possible. Except for modifications which are necessary
due to legal or regulatory changes, Andesa reserves the right to
refuse modification requests deemed beyond Andesa's existing
business scope.
4. Standards of Performance
Andesa will perform all services with a high degree of professional
care. In furtherance thereto, Standards of Performance for specific
services will be done according to standards set forth in the
Administrative System Specifications, or as otherwise mutually
agreed upon in writing.
5. Term of Agreement
This Agreement will continue from the Effective Date until canceled
pursuant to the provisions of Sections 11 or 12.
6. Confidentiality
Andesa will take all reasonable actions to maintain the
confidentiality of all MONY and Policy Owner data used in the
performance of this Agreement. Andesa will not disclose these data
or the contents of any record maintained
Andesa TPA, Inc. Page 2
pursuant to this Agreement to any party other than MONY, Policy Owner,
or Producer that placed Policies with the Policy Owner, without the
express written consent of MONY.
During the term of this Agreement and thereafter, neither MONY nor
Andesa will disclose to any third party, or appropriate for its own use
(except as contemplated under this Agreement) or for the use of any
third party, any confidential information received from each other. For
purposes of this Agreement confidential information includes all
information or materials related to the business affairs or procedures
of Andesa or MONY, or the design, programs, flow charts and
documentation of Andesa's or MONY's data processing applications system
and software.
Should Andesa and MONY disclose confidential information to each other,
or should Andesa or MONY learn of confidential information, neither
will, anytime 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.
Andesa and MONY will not deem the following information confidential
information. Andesa and MONY will have no obligation with respect to
any such information which:
a. is approved in writing by the party from which such information
was received for disclosure to third parties generally; or
b. is generally known or is available to the public at the time of
disclosure or becomes generally known through no wrongful act on
the part of the disclosing party; or
c. is in the receiving party's possession at the time of disclosure
(unless such information has been received as a result of such
party's breach of obligation); or
d. is known by the receiving party through disclosure by sources
other than a party hereto, but only if such disclosing sources had
the legal rights to make such disclosure, or
e. is required by law, regulation or order of a court of competent
jurisdiction (provided that both MONY and Andesa will exercise its
reasonable efforts to notify each other of any hearing or
proceeding that is likely to result in any such order, and to
afford each other an opportunity to object to such disclosure).
7. Warranties
Andesa 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 and will defend claims or
actions alleging any such violation.
Andesa represents and warrants that all non-Andesa owned software and
hardware in use at Andesa's installation in furnishing services
hereunder has been obtained by Andesa under valid licenses or purchases
from the owners thereof, and that Andesa is not now, nor will be during
the term of the Agreement, in default under any such license. Andesa
will not use any software or hardware during the term of the Agreement
that may cause MONY to be charged with infringement upon or any
violation of the rights of any owner thereof.
Andesa will make all reasonable efforts to defend any claims or actions
regarding infringement or misappropriation of its life insurance
administrative system. Andesa may also at its option and expense choose
to:
1. Replace the system with an equivalent non-infringing system.
2. Modify the system to render it non-infringing without
materially impairing its intended functionality, or
3. Procure the rights to allow continued use of the system
Andesa warrants that it has the absolute right to ▇▇▇▇▇ ▇▇▇▇ a license
for use of Licensed Software.
Andesa TPA, Inc. Page 3
Andesa represents and warrants that it has registered and will maintain
its registration as a transfer agent or other appropriate license under
applicable law if required for the Policies currently administered; 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. Andesa further
represents and warrants that it has, and will continue to have and
maintain throughout the term of the Agreement, all licenses, permits,
and any other consent or permission of any governmental organization
which shall be required in order to perform the duties and obligations
imposed on Andesa under this Agreement.
Andesa warrants that all fund values and other data provided to MONY by
Andesa are correct and accurate; provided that the error is not caused
by incorrect information provided to Andesa by MONY or caused by MONY's
failure to properly test the system.
Andesa warrants and represents that it will maintain an errors and
omissions policy in an amount as required by law, but in no event shall
it be less than $1,000,000. Andesa will maintain sufficient criminal
theft insurance. Andesa will, upon request from the MONY, provide
satisfactory evidence of any such insurance coverage.
Andesa warrants that it will perform its obligations hereunder according
to the Standards of Performance described in Section 4. In the event
errors are attributable to Andesa, MONY will notify Andesa of any errors
within a reasonable amount of time after MONY learns of such errors and
will accompany notification with sufficient documentation for Andesa to
correct such errors. Andesa will correct such errors within thirty (30)
days.
MONY warrants that it has the absolute right to the employee and benefit
data submitted to Andesa and agrees to hold Andesa harmless for any
damages resulting from such data. Andesa will follow MONY's direction in
handling employee and benefit data.
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 of merchantability.
Neither party will 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.
Despite any other provisions of this Agreement, the requirements of this
Section shall survive termination of this Agreement.
8. Compensation to Andesa from MONY
a. For the Development Services described in Section 1, MONY will pay
Andesa according to Schedule B.
b. For the Ongoing Services described in Section 2, MONY will pay
Andesa according to Schedule C.
c. For the Modification Services described in Section 3, MONY will pay
Andesa according to Schedule D.
d. Optionally, MONY may choose to defer payment of the development
services shown in Schedule B by electing the Optional Pricing Plan
shown in Schedule E. The Optional Pricing Plan is elected by Product
in Schedule A.
e. MONY will reimburse Andesa for reasonable out-of-pocket expenses
incurred at MONY's request and billed by Andesa, including travel to
and from MONY's site, lodging, meals, telephone and shipping, as may
be necessary in connection with the duties performed by Andesa under
this Agreement. Andesa will obtain written approval from MONY prior
to incurring travel expenses which are expected to exceed $1,000 in
any given month. Wherever possible and reasonable, Andesa will
secure hotel, airline, and rental car reservations through MONY's
travel department.
Andesa TPA, Inc. Page 4
f. Except as otherwise stipulated in this Agreement, if there is a
termination of Andesa's services pursuant to Section 12.c.
before the third anniversary of the execution of this
Agreement, MONY will pay monthly the Base System Operations
Fee, and the fees for all Products, Cases and Policies active
as of the termination date until the third anniversary of the
execution of this Agreement.
g. If there is a termination of Andesa's services for any reason,
any Deferred Development Service Fee Account Balance per
Schedule E existing at the time of termination is immediately
due and payable.
9. Ownership of Records
Andesa and MONY specifically agree that all records developed and
maintained pursuant to Section 2 are the properties of MONY. Upon
termination of Andesa's services pursuant to this Agreement for any
reason, Andesa will transfer such records, all copies thereof,
except those required by state law to be kept by Andesa, to MONY
within ten (10) business days following the date of termination.
MONY hereby grants Andesa the right to maintain copies of records as
may be required to document the services performed prior to
termination and to comply with the provisions of Section 17.
10. Inspection of Records
Andesa agrees to permit MONY and its authorized representatives to
have full access to the premises and to all books and records of
Andesa concerning the business contemplated in this Agreement during
regular business hours and following reasonable advance notice to
Andesa. MONY will have the right to make copies of books and records
and excerpts therefrom.
11. Partial Termination of Andesa's Services
Andesa's Services as described in Section 2 will end with respect to
a specific Policy Owner upon:
a. Cancellation of Policies for that Policy Owner by MONY or
Policy Owner, or
b. Andesa's failure to substantially perform its duties under this
Agreement on behalf of said Policy Owner, unless cured by
Andesa within sixty (60) days of receipt of a written notice by
MONY that reasonably specifies the nature of the alleged
failure to perform.
12. Complete Termination of Andesa's Services
Andesa's Services as described in Section 2 will end with respect to
all Policy Owners upon:
a. Andesa's failure to substantially perform its duties under this
Agreement unless cured by Andesa within sixty (60) days of
receipt of a written notice by MONY that specifies the nature
of the alleged failure to perform.
b. Failure of MONY to make the compensation payments to Andesa as
specified in Section 8 within thirty (30) days of notification
by Andesa that the payment is overdue by sixty (60) or more
days.
c. Election by MONY.
d. Election by MONY, following bankruptcy, receivership or
dissolution of Andesa, or the assignment by Andesa of more than
twenty-five (25) percent of its assets for the benefit of
creditors and the uncorrected existence of either of these
circumstances for more than thirty (30) days.
Andesa TPA, Inc. Page 5
13. Licensed Software
The executable programs, associated documentation, and optionally, the
source computer code Andesa uses to provide the services specified in
Section 2 is herein referred to as "Licensed Software."
14. Use of Andesa's Licensed Software
If there is a termination of Andesa's services pursuant to Sections
11.b, 12.a, or 12.d and MONY elects to use Licensed Software to
provide services specified in Section 2, then MONY will be entitled
to the Licensed Software that is being kept in escrow in accordance
with Section 16 of this Agreement. The following conditions apply:
▇. ▇▇▇▇▇ of License
Andesa grants MONY a perpetual license for the use of the
Licensed Software. Andesa authorizes MONY's use of the license
only for providing Policy Owner with the services specified in
Section 2. Andesa retains the right to use any ideas, concepts,
knowledge, or techniques contained in the materials or
information furnished by Andesa pursuant to this Agreement.
Andesa retains any and all rights it may have under U.S. Patent
Laws, U.S. Statutory Copyright Laws, or other applicable laws.
b. Use of Software
Use of Licensed Software is limited to MONY's employees and
independent contractors providing programming services to MONY
(including Computer Sciences Corporation) on MONY premises. Any
independent contractors which MONY desires to use the Licensed
Software must agree in writing to maintain the confidentiality
of the Licensed Software.
c. Confidentiality of Licensed Software
MONY will exercise due diligence, at least equal to that which
it exercises for similar property owned by the MONY, to keep
the Licensed Software confidential. In the event MONY contracts
to use a third party to provide the administrative services to
Policy Owner, MONY will inform such third party of this
obligation. MONY will be responsible to Andesa for all damages
resulting from MONY's or such third party's failure to comply
with this provision.
d. Consulting Services
Within 15 days of MONY's election of this option, Andesa will
provide to MONY the licensed specifications for hardware and
software configuration, software installation, and all other
specifications reasonably necessary to enable MONY to perform
the services described in Section 2.
e. Training and Maintenance Services
Andesa will provide training and software maintenance in
accordance with Schedule F.
f. Compensation of Andesa by MONY
MONY will pay Andesa in accordance with Schedule F.
15. Continued Use
Andesa warrants MONY's rights 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 will remain intact unless MONY and Andesa's
successor mutually agree to modify or amend.
Andesa TPA, Inc. Page 6
16. Escrow of Programs
Andesa agrees to keep on deposit a current copy of the Licensed
Software and the source code according to the Escrow Agreement
attached as Schedule G. The licensed software and source code held in
escrow will be updated as necessary to maintain the most current
versions with upgrades in escrow. MONY will pay all expenses related
to escrowing the Licensed Software. All documentation (file layouts,
data dictionaries, interface layouts, etc.) Will be escrowed. MONY has
the right to approve the escrow agent used, or supply its own choice
for Andesa's approval.
17. Record Maintenance, Data Security, Backup And Recovery
Andesa will use a separate dedicated workstation for performing
Section 2 services. Andesa will provide data security, backup and
recovery according to its Disaster Recovery Plan, a copy of which
Andesa will provide to MONY upon request. Andesa will make every
reasonable attempt to adhere to MONY's data security policies and
standards, as provided in writing to Andesa.
Andesa will maintain, for five (5) years beyond the term of this
Agreement, the records developed and maintained pursuant to Section 2.
18. General Provisions
a. This Agreement will be governed by and construed in all respects
according to laws of the State of Pennsylvania.
b. All disputes between the parties will be submitted to binding
arbitration according to the commercial arbitration rules of the
American Arbitration Association to be conducted in some mutually
agreed location. In no event will Andesa attempt to resolve
disputes via failure to perform services. In no event will MONY
attempt to resolve disputes via failure to compensate Andesa.
c. All attached schedules are incorporated herein by reference.
d. Andesa, at all times, will be an independent contractor and the
employees of Andesa will in no event be considered employees of
MONY. No agency relationship between the parties, except as
expressly provided herein, will exist from the execution of this
Agreement or the performance of duties by the parties hereunder.
e. This Agreement and any waiver, amendment or modification of any
provision hereof will not be binding upon either party until an
authorized officer of said party signs it.
f. Except as otherwise stipulated in this Agreement, this Agreement
will be binding upon and inure to the benefit of the parties
hereto and their respective successors and lawful assigns.
g. All rights, powers and privileges conferred will be cumulative
and will 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 will constitute a waiver of either party's
right to demand exact compliance with the terms hereof.
h. Except as otherwise may be stipulated in this Agreement, Andesa
and MONY each agree to indemnify and to hold the other harmless,
against any and all claims, demands, causes of action, losses,
costs and expenses, including without limitation all costs,
expenses and reasonable attorneys' 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 attorneys' fees incurred in
appealing an adverse judgment, death or injury to any person,
damage to any property, by whomsoever suffered, arising out of
any act of omission or negligence by the indemnifying party, its
assigns, or their respective subcontractors, officers, directors,
employees, or servants.
Andesa TPA, Inc. Page 7
i The performance by Andesa and MONY hereunder will 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. If there is such delay, the times for
performance as specified in Section 11.b and 12 will be
extended for an additional sixty (60) days.
j. 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 will not be unreasonably
withheld.
k. If any court deems any word, phrase, clause or provision of
this Agreement to be invalid, illegal or unenforceable, then
notwithstanding such invalidity, illegality or
unenforceability, the remainder of this Agreement will
nevertheless remain in full force and effect.
l. 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. No
statement, promise, or inducement made by MONY, Andesa, or any
representative that is not contained in this Agreement will be
valid or binding.
m. Both parties agree to execute and deliver promptly any and all
further documents that may be necessary or appropriate to fully
carry out the terms and intent of this Agreement.
n. MONY, through its own representatives, from time to time after
the Effective Date, may make such investigation of Andesa and
such audits of its financial condition as it deems necessary or
advisable to familiarize itself with Andesa. In furtherance
thereto, Andesa agrees to provide MONY upon request with an
annual financial statement and independent auditor's report
prepared by a Certified Public Accountant chosen by Andesa, and
will not unreasonably withhold information from MONY concerning
Andesa's interim financial condition. Andesa agrees to permit
MONY and its authorized representatives to have full access to
the premises and to all books and records of Andesa concerning
the business contemplated in this Agreement during regular
business hours and upon reasonable advance notice to Andesa.
MONY will have the right to make copies of books and records
and excerpts therefrom. For the purposes of performing audits
and inspections, verifying the data owned by MONY, examining
the systems that support and transmit data, or examining
Andesa's performance of services, Andesa shall provide MONY,
its auditors (including internal audit staff), inspectors,
regulators, consultants, and other representatives, as MONY may
from time to time designate, access at all reasonable times to
all parts of the facility and records within which Andesa
provides service to MONY. Andesa will have 30 days to respond
in writing with an action plan to correct any concerns
discovered during an audit.
o. Neither party shall use the name, trade name, service marks,
trademarks, trade dress or logo of the other in publicity
releases, advertising or similar activities without the prior
written consent of the other.
Andesa TPA, Inc. Page 8
p. Notices provided for in this Agreement will 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 will be certified, return receipt
requested.
Andesa: MONY:
Andesa TPA, Inc. c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ The Mutual Life Insurance Company of ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
q. Each of the undersigned persons represents that they have the
authority to execute this Agreement on behalf of the party
for which he signs.
IN WITNESS WHEREOF the parties have by their duly authorized
representatives hereto executed this Agreement on the day and year above
first written.
Andesa TPA, Inc. The Mutual Life Insurance Company of New York
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇ 1/15/97
----------------------- -------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇
Title: Vice President Title: Vice President-Corporate and Strategic Marketing
Date: 1/3/97 Date: 1/15/97
----------- -------------
Andesa TPA, Inc. Page 9
SCHEDULE A - POLICY FORMS
Administrative System Optional Pricing Plan
Product Form Number Scope Definition Date Elected (yes, no)
------------- ----------------- ----------------------- ----------------------
Flexible Premium Variable
Universal Life Insurance Policy June 3, 1996 Yes
Effective Date: June 3, 1996
Andesa TPA, Inc. The Mutual Life Insurance Company of New York
By: /s/ KS ▇▇▇▇▇▇▇ Date: 1/3/97 By: /s/ ▇▇▇ ▇▇▇▇▇▇ Date: 1/15/97
--------------- -------- --------------- ----------
Andesa TPA, Inc. Page 10
SCHEDULE B - DEVELOPMENT SERVICES FEES
Andesa will charge MONY $300,000 for development services as described in
Section 1. Andesa will ▇▇▇▇ the development services in eight equal monthly
installments beginning in the first month in which Andesa performs Section 1
services.
Undisputed fees are due within thirty (30) calendar days of billing. Overdue
bills will be payable in the amount billed plus 1.5% for each month or partial
month overdue.
Effective Date: June 3, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, Inc. The Mutual Life Insurance Company of New York
By: /s/ KS ▇▇▇▇▇▇▇ Date: 1/3/97 By: /s/ ▇▇▇ ▇▇▇▇▇▇ Date: 1/15/97
-------------- --------- --------------- -----------
Andesa TPA, Inc. Page 11
SCHEDULE C - ONGOING SERVICES FEES
Andesa will calculate and ▇▇▇▇ Ongoing Services Fees monthly. Undisputed
fees are due within 30 calendar days of billing. Overdue bills will be
payable in the amount billed plus 1.5% for each month or partial month
overdue.
Beginning with the first month in which services under Section 2 are
performed, the monthly Ongoing Services Fees equal (a+b+c+d) multiplied by
(1.0 + the greater of {0.0 or (e minus f)}) then adding g to the total,
where a through g are defined below.
a. $5,000 Base System Operations Fee
b. $1,500 per UL Product
$3,000 per VUL Product
c. $40 per Case
d. $1 per Policy
e. The ratio of the U. S. Bureau of Labor Statistics consumer
price index for all urban consumers - all items (hereinafter
CPI) for October of the calendar year immediately preceding the
start of the billing period divided by the initial CPI.
The initial CPI equals the CPI for October 1996.
Andesa will adjust the initial CPI if necessary to correspond
to the same base year as the current billing year.
f. 1.015/n/ where n equals the number of full years elapsed since
October 1996.
g. Andesa's actual cost of obtaining death certificates (if so
requested), which will not exceed Pension Benefits
Information's (or an equivalent service) published rate, if
available, for this service.
DEFINITIONS
"Case" means a group of policies that share both common
characteristics as agreed to by MONY and Andesa, and a common
Policy form. "Policy" means each inforce policy required for an
individual insured.
Case and Policy administrative fees are billed from the date
insurance coverage is effective until the date coverage ceases.
Effective Date: June 3, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, Inc. The Mutual Life Insurance Company of New York
By: /s/ KS ▇▇▇▇▇▇▇ Date: 1/3/97 By: /s/ ▇▇▇ ▇▇▇▇▇▇ Date: 1/15/97
--------------- ------- --------------- --------
Andesa TPA, Inc. Page 12
SCHEDULE D - MODIFICATION FEES
Andesa will maintain a record of hours used for completion of
modifications. Andesa will convert such hours to modification fees
according to the current rate schedule published by Andesa and updated
annually.
Andesa will ▇▇▇▇ MONY monthly for modification fees. Undisputed fees are
due within thirty (30) calendar days of billing. Overdue bills are payable
in the amount billed plus 1.5% for each month or partial month overdue.
Effective Date: June 3, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, Inc. The Mutual Life Insurance Company of
New York
By: /s/ KS ▇▇▇▇▇▇▇ Date: 1/3/97 By: /s/ ▇▇▇ ▇▇▇▇▇▇ Date: 1/15/97
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Andesa TPA, Inc. Page 13
SCHEDULE E - OPTIONAL PRICING PLAN
The Optional Pricing Plan is effective for each Product selected in
Schedule A. For those Products, the Optional Pricing Plan will temporarily
replace Andesa's fees for Development Services and Ongoing Services as
defined in Schedules B and C (hereinafter called "Standard Pricing Plan").
OPTIONAL PRICING PLAN DESCRIPTION
The Optional Pricing Plan eliminates the Development Services Fee and
temporarily increases the Ongoing Services Fees. Under the Optional
Pricing Plan, Andesa will ▇▇▇▇ MONY monthly according to the Optional
Pricing Plan Fee Calculation (defined below). If a monthly Optional
Pricing Plan billing is less than what Andesa would have billed under the
Standard Pricing Plan, Andesa will add the difference to a Deferred
Development Fee Account Balance (defined below). If the Optional Pricing
Plan produces a larger billing, Andesa will subtract the difference from
the Deferred Development Fee Account Balance. Andesa will carry forward
the Deferred Development Fee Account Balance with interest. When the
Deferred Development Fee Account Balance reaches zero, the Optional
Pricing Plan will end and the Standard Pricing Plan will apply.
DEFERRED DEVELOPMENT FEE ACCOUNT BALANCE CALCULATION
Beginning with the first month in which services under Section 1 are
performed, Andesa will maintain a Deferred Development Fee Account Balance
for MONY. The Deferred Development Fee Account Balance equals the quantity
(a + b + c - d + e) where a through e are defined below.
a. Previous month's Deferred Development Fee Account Balance.
b. Current month's Development Services Fee as would have been
calculated under Schedule B.
c. Current month's Ongoing Services Fees as would have been
calculated under Schedule C.
d. Current month's Optional Pricing Plan Fees as calculated below.
e. One month's interest charge, equal to 0.01 multiplied by a.
OPTIONAL PRICING PLAN FEE CALCULATION
Beginning with the first month in which services under Section 2 are
performed, the monthly Optional Pricing Plan Fee equals (a+b+c+d)
multiplied by (1.0 + the greater of {0.0 or (e minus f)}) then adding g to
the total, where a through g are defined below.
a. $7,500 Base System Operations Fee
b. $3,000 per UL Product
$4,500 per VUL Product
c. $120 per Case
d. $3 per Policy
e. The ratio of the U. S. Bureau of Labor Statistics consumer price
index for all urban consumers - all items (hereinafter CPI) for
October of the calendar year immediately preceding the start of
the billing period divided by the initial CPI.
The initial CPI equals the CPI for October 1996. Andesa will
adjust the initial CPI if necessary to correspond to the same
base year as the current billing year.
Andesa TPA, Inc. Page 14
f. 1.015/n/ where n equals the number of full years elapsed since
October 1996.
g. Andesa's actual cost of obtaining death certificates (if so
requested), which will not exceed Pension Benefits Information's
(or an equivalent service) published rate, if available, for this
service.
DEFINITIONS
"Case" means a group of policies that share both common
characteristics as agreed to by MONY and Andesa, and a common
Policy form. "Policy" means each inforce policy required for an
individual insured.
Case and Policy administrative fees are billed from the date
insurance coverage is effective until the date coverage ceases.
BILLING DUE DATES
Andesa will calculate and ▇▇▇▇ Optional Pricing Plan Fees monthly.
Undisputed fees are due within 30 calendar days of billing. Overdue bills
will be payable in the amount billed plus 1.5% for each month or partial
month overdue.
TERMINATION OF OPTIONAL PRICING PLAN
The Optional Pricing Plan will end the month after MONY reduces the
Deferred Development Fee Account Balance to zero. MONY may also end the
Optional Pricing Plan anytime by paying the Deferred Development Fee
Account Balance in full.
When Optional Pricing ends, Andesa will calculate the monthly Ongoing
Service Fees from Schedule C, and will ▇▇▇▇ any remaining Development
Service Fee installments according to Schedule B.
Effective Date: June 3, 1996
Andesa TPA, Inc. The Mutual Life Insurance Company of
New York
By: /s/ KS ▇▇▇▇▇▇▇ Date: 1/3/97 By: /s/ ▇▇▇ ▇▇▇▇▇▇ Date: 1/15/97
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Andesa TPA, Inc. Page 15
SCHEDULE F - COMPENSATION FOR LICENSED SOFTWARE
LICENSING FEE
If there is a termination of Andesa's services pursuant to Sections 11.b,
12.a or 12.d, MONY will pay Andesa a one-time license fee of $50,000.
TRAINING AND MAINTENANCE CHARGES
MONY will pay all costs incurred by Andesa in providing the Licensed
Software to MONY. All charges will be according to the hourly fee schedule
published by Andesa each October.
Included in the charged amount will be all time spent on training and
software maintenance at Andesa's and MONY's location, and time spent by
Andesa's employees in transit in connection with travel requested by MONY
to provide services at MONY's site.
ENHANCEMENTS AND UPGRADES
In the event Andesa shall produce any enhancements or functional changes
to the System after delivery of the System, MONY shall have the right to
obtain such enhancements, at the prices then in effect.
All "upgrades" made by Andesa to the System will be furnished to MONY at
no cost. For the purposes of this paragraph, the term "upgrades" shall
mean improvements in the System that relate to operating performance but
do not change the basic function of the System.
Effective Date: June 3, 1996
Andesa TPA, Inc. The Mutual Life Insurance Company of
New York
By: /s/ KS ▇▇▇▇▇▇▇ Date: 1/3/97 By: /s/ ▇▇▇ ▇▇▇▇▇▇ Date: 1/15/97
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Andesa TPA, Inc. Page 16
SCHEDULE G - ESCROW AGREEMENT
[Agreement will depend in part on the agent selected and their requirements]
Effective Date: June 3, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇, Inc. The Mutual Life Insurance Company of
New York
By: /s/ KS ▇▇▇▇▇▇▇ Date: 1/3/97 By: __________ Date: __________
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Andesa TPA, Inc. Page 17
