Exhibit 10.19
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
AGREEMENT
BETWEEN Morstan General Agency, Inc. with offices located at 5 Dakota
Drive CB 5004, Lake Success, N.Y. 11042, (hereinafter referred to as "the
Broker") and Tower Risk Management Corp., 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, (hereinafter referred to as "TRM") made the 17th day of
April, 1996.
Whereas, TRM is authorized to represent various insurance companies (hereinafter
collectively referred to as "the Company") enumerated on Schedule A annexed
hereto, to perform various underwriting, claims and insurance company functions
on the Company's behalf; and
Whereas the Broker desires to place business with the Company and the Company
desires to write acceptable offerings meeting the Company's underwriting
standards through TRM,
Therefore, in consideration of the mutual covenants, promises and considerations
herein set forth, TRM and the Broker agree as follows:
1. The Broker warrants that it has a Broker's License for the
State of New York, that will be valid and in force at the time
any policy places hereunder incepts or is renewed. Should the
Broker breach this requirement and not give proper notice to
TRM, Broker agrees to indemnify TRM and the Company for any
penalties it shall incur.
2. TRM agrees to allow the Broker a commission as stated on
Schedule B annexed hereto on any business submitted to TRM by
the Broker. TRM shall have the right at its discretion to
change the commission in any manner and at any time after the
effective date of such change. If TRM shall refund premiums
under any contract of insurance for any cause, including but
not limited to canceled liability or reduced premiums, then
the Broker shall immediately repay to TRM the commission
originally retained or received by the Broker on the amount of
premiums so refunded.
3. The Broker agrees to guarantee to TRM the payment of thirty
(30%) percent of the premium. The entire balance of the policy
premium is due within (30) days of the Broker's receipt of
policy. Any credit extended by the Broker to the insured or
any others, to whom policies are being issued, shall be at the
Broker's sole risk and premiums shall be paid to TRM when due,
whether or not they are collected by the Broker.
Failure by TRM to insist on the strict compliance of the
payment terms set forth herein shall not waive or prejudice
TRM and/or the Company's rights under this Agreement to
enforce any terms and conditions.
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
4. The parties hereto further agree that in the event the Broker
is unable to obtain payment of audit premiums, the Broker
shall fully cooperate with TRM in any efforts to collect
additional premiums.
5. The Broker shall have no authority to nor shall he/she
represent himself/herself as having the authority to nor shall
he/she do or allow any of the following:
(a) Solicit or accept proposals or bind TRM and/or the
Company for insurance coverage unless such coverage
is approved by TRM.
(b) Make, accept or endorse any instruments or otherwise
incur any liability on behalf of TRM and/or the
Company.
(c) Waive premium payments or extend the time for the
payment of premiums or other monies due.
(d) Institute, prosecute or maintain any legal
proceedings in connection with any matters pertaining
to TRM and/or the Company's business.
(e) Directly or indirectly solicit any insurance at any
reduction or deviation from the rates, terms or
conditions specified thereto by TRM on behalf of the
Company.
(f) Transact business in contravention of the rules and
regulations of any governmental authority having
jurisdiction over the parties hereto or the matters
or businesses contemplated herein.
(g) Offer or pay any rebate of premium other than as
permitted under applicable law and the guidelines
issued by TRM on behalf of the Company from time to
time.
(h) Make any representation to applicants or policy
holders regarding the existence of coverage or the
coverage under a policy which are not consistent with
the actual terms and conditions of the policy.
(i) The Broker shall not place any advertisement
respecting TRM and/or the Company in any publication,
or issue or distribute any circular or paper
referring to TRM and/or the Company without TRM's
prior written consent.
6. The parties hereto further agree that the insurance issued by
TRM on behalf of the Company is not subject to flat
cancellation unless the Broker provides the following to TRM
within forty five (45) days of the effective date of the
policy:
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
(a) The original policy or signed cancellation request
policy release form; and
(b) Proof of duplicate coverage with another carrier
covering the period during which the insurance issued
by TRM on behalf of the Company was in effect.
7. It is further agreed by the parties hereto that this Agreement
shall become effective when accepted by TRM and supersedes all
previous agreements, whether oral or written, and this
Agreement may be terminated by either party upon thirty (30)
days prior written notice to the other of such termination.
8. Upon termination of this Agreement, the Broker shall complete
the collection of and account to TRM and/or the Company for
all premiums or other transactions unaccounted for at the time
of termination or arising thereafter with respect to insurance
covered by this Agreement. This clause shall survive the
termination of this Agreement.
9. This Agreement may also be cancelled immediately by TRM and/or
the Company at its option, either upon the breach of this
Agreement by the Broker, illegal act of the Broker or upon the
delinquency by the Broker in the payment of balances due TRM
and/or the Company. In the event TRM and/or the Company elects
to cancel this Agreement for violation of the terms herein by
the Broker, the Broker relinquishes all rights or claims to
subsequent renewal commissions or additional premium
commissions, insofar as such may be necessary to satisfy TRM
and/or the Company's interest under this Agreement.
10. All records of the Broker pertaining to any policy or binder
hereunder shall be subject to inspection at any reasonable
time by any representative of TRM and/or the Company. The
provisions of this section, which are binding upon the parties
subsequent to the termination of this Agreement, shall survive
such termination until all obligations are finally discharged.
11. No assignment of this Agreement shall be valid unless
authorized in advance in writing by TRM.
12. The Broker hereby agrees to indemnify and save harmless TRM
and the Company from any and all loss or claims which result
from real or alleged negligent or willful acts of the Broker,
or the servants, agents or employees of the Broker in the
performance of duties under this Agreement.
13. Forbearance, neglect or failure by TRM and/or the Company to
enforce any or all of the provisions of this Agreement or to
insist upon strict compliance by the Broker shall not be
construed as a waiver of any of TRM's or the Company's rights
or privileges. A waiver of a past act or circumstance shall
not constitute or be a course of conduct or waiver of any
subsequent action or circumstance.
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
14. If any separable provision hereof shall be held to be invalid,
or unenforceable under the laws or Insurance Department
regulations now or hereafter in effect in the State of New
York, such invalidity or unenforceability shall not affect any
other provision hereof.
15. The Broker shall forward promptly to TRM and/or the Company
all correspondence pertaining to this Agreement received from
any insurance regulatory agency.
16. The Broker agrees to cooperate fully with TRM and/or the
Company and to facilitate the investigation and adjustment of
any claim when requested by TRM and/or the Company.
17. TRM and/or the Company shall have the right at any time to
cancel any policy binder or contract of insurance in
accordance with the applicable insurance laws and regulations.
18. This Agreement shall be construed in accordance with and be
governed by the laws of the State of New York.
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
IN WITNESS WHEREOF, this Agreement has been executed in duplicate by
the parties hereto, the day and year first above written.
Accepted and Effective on this 17th day of April, 1996.
BY: /s/
----------------------------------
TITLE: President
----------------------------------
LIC. NO.: PC-789877
----------------------------------
EMPLOYER'S ID OR S.S. NO.:00-0000000
Accepted and Effective on this 17th day of April, 1996.
Tower Risk Management Corp.
BY: /s/
----------------------------------
Xxxxx X. Xxxxxx
TITLE: Vice President
FOR OFFICE USE ONLY
PRODUCER'S CODE: 2 1 1 - 0 0
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
SCHEDULE A
The following insurance companies enumerated below have authorized TRM to
perform all underwriting and claims functions on their behalf:
1. Navigators Insurance Company
NAIC #: 42307
2. Legion Insurance Company
NAIC #: 24422
SCHEDULE B
Producer Commission rates for TRM products
Producer: Morstan General Agency, Inc.
Date: April 17, 1996
--------------------------------------------------------------------------------
*
The commission rates set forth above supersede all prior commission rates and
any other method of compensation established by the Company prior to the above
date.
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
ADDENDUM #1
This Addendum #1 is made part of and is subject to the conditions of the
Broker's Agreement dated April 17, 1996 between Tower Risk Management and
Morstan General Agency
1. *
2. The Agent's binding authority for the Homeowners line of business is
subject to the most current underwriting selection rules released by
the Company.
3. The payment of Homeowners premiums will be as follows:
|_| Direct billing of the policy premium due to either the named
insured or mortgagee; or
|_| Collection of forty percent (40%) of the policy premium at the
time of binding with the balance direct billed in two (2)
equal installments of thirty percent (30%);
4. The Agent's commission will be paid directly to the Agent on a monthly
basis on premium collected.
All other terms and conditions of the existing Brokers Agreement shall remain as
is.
MORSTAN GENERAL AGENCY
BY: /s/
-----------------------------------
Xxx Xxxx
TITLE: President
-----------------------------------
DATE: 1/4/99
-----------------------------------
TOWER RISK MANAGEMENT
BY: /s/
-----------------------------------
Xxxxxx X. Xxxxxxx
TITLE: VICE PRESIDENT
-----------------------------------
DATE: January 7, 1999
-----------------------------------
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
ADDENDUM TO PRODUCER'S AGREEMENT
*
All other terms and conditions of the existing Producer Agreement and
the Agency shall remain as is.
Dated: New York, New York COMPANY:
February 17, 0000
XXXXX XXXXXXXXX XXXXXXX XX XXX XXXX
By: /s/
-----------------------------------
Xxxxx X. Xxxxxx
Vice President of Marketing
AGENCY:
MORSTAN/LMG/XXXXXX GROUP, INC.
By: /s/
-----------------------------------
President
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC.
ADDENDUM
This Addendum is made part of and is subject to the conditions of the Broker's
Agreement between Tower Risk Management and Morstan Gen. Agency, Inc., of NY.
1. *
2. The Agent's binding authority for the Dwelling Fire line of business is
subject to the most current underwriting selection rules released by
the Company.
3. The payment of Dwelling Fire policy premiums will be as follows:
|_| Direct billing of the policy premium due to either the named
insured or mortgagee; or
|_| Collection of forty percent (40%) of the policy premium at the
time of binding with the balance direct billed in two (2)
equal installments of thirty percent (30%);
4. The Agent's commission will be paid directly to the Agent on a monthly
basis on premium collected.
All other terms and conditions of the existing Broker Agreement shall remain as
is.
MORSTAN GENERAL AGENCY, INC., OF NY
BY: /s/
-----------------------------------
TITLE: President
-----------------------------------
DATE: 5/4/00
-----------------------------------
TOWER RISK MANAGEMENT
BY: /s/
-----------------------------------
Xxxxx X. Xxx
TITLE: SENIOR VICE PRESIDENT
-----------------------------------
DATE: May 11, 2000
-----------------------------------
