PROFESSIONAL AND ADMINISTRATIVE
SERVICES AGREEMENT
THIS AGREEMENT, made effective as of
the 1st day of January, 2009, by and between American Safety
Administrative Services, Inc., a Georgia corporation (hereinafter
referred to as the ‘Administrator”), having its
principal office in Atlanta, Georgia, and American Safety Casualty
Insurance Company, an Oklahoma corporation hereinafter referred to
as the “Company”), having its principal office in
Atlanta, Georgia.
WITNESSETH:
WHEREAS, the Administrator is a
corporation which provides professional and administrative support
services to insurance and other companies;
WHEREAS, the Company desires to
retain the Administrator to provide professional and administrative
support services;
WHEREAS, Administrator and the
Company have agreed to enter into an Administrative Services
Agreement to reflect the parties' respective rights and
obligations.
NOW THEREFORE, in consideration of
their respective promises and covenants hereinafter contained, the
Administrator and the Company agree as follows:
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A.
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Administrator Authority
Granted
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The Administrator has been given
authority to provide to the Company for the term specified herein
administrative support services and access to the broad management
experience of the corporate management staff of the Administrator.
Such services, listed below, shall be substantially those
heretofore provided by the Administrator to the Company, including
without limitation, consultation in regard to general management,
financial management, human resources management, legal services,
regulatory services, actuarial services, audit administration, tax
research and planning, and preparation of federal and state income
tax returns, preparation of statutory financial statements and
similar administrative services as be necessary or appropriate from
time to time; provided, however, that the Administrator will
provide no services directly related to the generation of income by
the Company from insurance operations.
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B.
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Duties of the
Administrator
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The Administrator shall provide the
following services:
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1.
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Accounting and Financial Services
such as:
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(a)
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the maintenance of financial books
and records reflecting the operations of the Company;
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Page 1 of 8
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(b)
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the preparation of monthly internal,
unaudited financial statements for review and approval by the
Company;
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(c)
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the preparation of quarterly and annual
statutory financial statements for filing with applicable state
insurance departments;
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(d)
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the preparation of annual budgets;
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(e)
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the filing of premium taxes;
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(f)
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coordinating the annual audit with outside audit
firm;
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(h)
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actuarial services; and
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2.
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Human Resources Management Services such
as:
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(a)
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employment life cycle administration
(recruitment process outsourcing, on-boarding, administration of
promotion and terminations, post-separation relationship
management).
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(b)
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training and human capital
management;
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(c)
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payroll processing and
administration;
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(d)
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talent development administration;
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(e)
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compensation administration;
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(f)
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workforce administration;
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(g)
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workforce planning, sourcing and
selection, rewarding and retaining, development and counseling/
compliance and performance management, redeployment and retirement,
and information vendor management; and
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(h)
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benefits administration.
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3.
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Information Technology Management
Services such as:
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(a)
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computing infrastructure, including mainframes,
distributed computing and Internet and systems
integration;
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Page 2 of 8
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(b)
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software, including systems development,
enterprise resource planning, software maintenance and upgrades and
website development and operations; open-source software and its
relationship to proprietary software and services;
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(c)
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services, including security, disaster recovery,
project management office, help desk, e-commerce website hosting
and transactions processing, security management, content
management, business process management;
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(d)
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application maintenance and
development;
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(e)
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system deployment and integration;
and
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4.
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Legal and Regulatory Support
Services such as:
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(a)
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transaction planning and
advice;
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(b)
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assist in evaluation and initiation of all
mergers and acquisitions;
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(c)
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litigation management;
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(d)
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contract drafting and administration;
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(e)
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provide legal reports as directed for
presentation to management;
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(g)
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management of outside counsel;
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(h)
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assist with regulatory and compliance
matters;
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(i)
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review corporate agreements; and
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(j)
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procure general liability, workers'
compensation, automobile, directors and officers and property
insurance coverage.
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5.
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Marketing Services such as:
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(b)
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corporate communications;
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(c)
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advertising services;
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Page 3 of 8
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(e)
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customer relationship management.
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6.
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Consulting Services such as:
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(a)
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advising on a periodic basis
regarding insurance or reinsurance industry customs and practices
and conveying results or summaries of insurance or coinsurance
surveys, research and computations, as may be requested by the
Company; and
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(b)
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assisting in the preparation for and
attending the meetings of the Company’s shareholders,
directors, officers and committees.
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7.
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Facilities Management Services
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The Administrator shall provide the
Company with all facilities management services in facilities
occupied by the Administrator, including but not limited to,
building maintenance and security services at all of the
Company’s office buildings;
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8 .
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The Administrator will not provide
any underwriting, policy issuance, claims adjusting or investment
advice under this Agreement and the Company shall have sole
responsibility for obtaining these services and advice at its own
expense as it deems advisable; and
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9 .
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Other than as expressly authorized
hereunder, the Administrator shall have no power to enter into any
contract, including any insurance or reinsurance contract, on
behalf of the Company unless specifically aut
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