Exhibit 10 (b)
GENERAL AGENCY AGREEMENT
(hereinafter called the "Agreement")
between
MILLERS GENERAL AGENCY, INC.
(hereinafter called the "General Agent")
and
CLARENDON NATIONAL INSURANCE COMPANY
(hereinafter called the "Company")
made as of the 15th day of August. 2001
RECITALS
A. The Company would like the General Agent to produce and
administer the Company's insurance policies and renewals thereof
("Policies", or individually, the "Policy") for the insurance cover ages
listed on Schedule 1 and in the states listed on Schedule 2 during the
period from the date of this Agreement ("Effective Date") until this
Agreement terminates, and the General Agent is willing to do so on behalf
of the Company in accordance with the terms of this Agreement.
B. The General Agent acknowledges that the Company is at risk
under, and has ultimate responsibility for, the Policies; therefore, the
General Agent agrees that the Company has and will retain the authority
to make the final decision on all matters pertaining to the Policies.
C. The parties intend that the Company earn a profit from the
issuance of the Polices. In keeping with that intention, the General Agent
will diligently perform its duties under this Agreement in an ethical,
legal and professional manner, and with commercially reasonable efforts.
D. The parties are concurrently entering into a Claims
Administration Agreement (the "Claims Agreement") pursuant to which the
General Agent shall act for the Company as Administrator of claims arising
under the Policies.
IN CONSIDERATION OF THE MUTUAL PROMISES EXCHANGED, the parties
agree as follows:
ARTICLE 1
UNDERWRITING AUTHORITY
1.1 Authority to issue Policies. From the Effective Date to the
termination of this Agreement the General Agent shall have the authority to
issue Policies and binders in compliance with the standards set forth in
Section 1.5 through duly licensed insurance brokers, agents, producers. or
similar persons or companies (collectively "Agents"). The appointment of and
authority granted to the General Agent is not exclusive, and the Company
may, if it wishes, appoint additional general agents to issue Policies.
1.2 Appointment of Agents. In those states where the insurer is
required to appoint Agents, the Agents shall be appointed by or on behalf of
the Company. The General Agent shall reimburse the Company for any fees and
appointment costs (including any costs incurred by the Company or through an
independent vendor on the Company's behalf to process agency appointments)
that the Company is required to pay to appoint the General Agent or any
Agent. The General Agent shall not authorize or permit any Agent to issue
Policies on behalf of the Company unless the Company has given the General
Agent its written approval for such authorization.
1.3 Responsibility for Agents The General Agent shall be solely
responsible for overseeing the placement of business through Agents, and any
agreements regarding the placement of such business shall be made directly
between the General Agent and the Agents. Such agreements shall contain or
shall be amended to contain language stating that the Agents shall have no
claim against the Company, and will look solely to the General Agent, to
recover any costs, expenses, or damages incurred by the Agents as a result
of any act or omission of the General Agent, whether the General Agent is
acting on its own behalf or on behalf of the Company. The General Agent
agrees to indemnify the Company against any fines levied against, or
expenses incurred by, the Company as a result of (i) the General Agent
accepting business from an unlicensed Agent, or (ii) the failure of the
General Agent or any Agent or the Company to comply with any applicable
statute, rule or requirement regulating the business relationship between
the Company and the General Agent or any Agent; and the General Agent shall
promptly notify the Company of any such non-compliance, if the Company fails
to comply with any such statute, rule or requirement, the General Agent will
be deemed to have satisfied its indemnity obligation if, not later than
ninety (90) days before the institution of any action by any regulatory
agency, it delivers written notice to the Company describing in detail the
specific portion of any statute, rule or requirement involved and the
appropriate action that must be taken by the Company to comply with same;
the notice shall satisfy the General Agents indemnity obligation only as to
the particular matter specified in the notice.
1.4 Form 1099. The General Agent shall prepare separate, itemized
monthly statements of the business placed by each Agent through the General
Agent, and shall furnish each Agent with an IRS Form 1099 each year when
required.
1.5 Standards for Issuing Policies and for Underwriting Services. The
General Agent is authorized to bind coverage, issue and endorse Policies in
the name of the Company, and cancel or refuse to renew binders or Policies
in its reasonable judgment and in accordance with all applicable laws and
regulations. All underwriting services to be provided by the General Agent
under this Agreement shall conform to the written standards or guidelines of
the General Agent ("Underwriting Standards"). The General Agent shall be
solely responsible for assuring that the Underwriting Standards comply
with all governmental statutes, rules, or regulations of any applicable
jurisdiction. Upon signing this Agreement, tile General Agent shall provide
to the Company a copy of its then in effect Underwriting Standards and the
General Agent shall provide to the Company any updates, modifications, or
amendments thereof less than annually throughout the term of this Agreement.
The General Agent shall perform its obligations in conformity with any
reasonable standards, instructions, practices or procedures which the
Company may, from time to time, provide to the General Agent, which
standards, instructions, practices and procedures shall, when provided
to the General Agent, become part of the Underwriting Standards. The
Underwriting Standards shall include, without limitation, the basis of
premium rates to be charged, the lines of insurance coverages which may be
written, maximum limits of liability, applicable exclusions from coverage,
territorial limitations, cancellation provisions, the maximum Policy period,
and control of Policy issuance. The Underwriting Standards shall also
include the applicable limitations and exclusions set forth in the Company's
reinsurance agreements ("Reinsurance Agreements"), a current schedule of
which is attached hereto, covering business produced under this Agreement
and the Policies. The Company agrees to, where applicable, provide the
relevant sections of the Reinsurance Agreements to the General Agent, either
directly or through a reinsurance intermediary or other representative. Once
the General Agent receives copies of the Reinsurance Agreements, the
lmitations and exclusions set forth in the Reinsurance Agreements will
become part of the Underwriting Standards, and the General Agent will be
bound by such limitations and exclusions. Notwithstanding the foregoing,
the Company has and will retain the authority to make the final decisions
on underwriting matters including, without limitation, the acceptance,
rejection, or canceling of risks. The General Agent shall adhere to the
following provisions when exercising its authority under this Agreement:
(a) Policies shall be issued only for the coverages listed on
Schedule 1 and only in the states listed on Schedule 2.
(b) Policies shall be issued only in strict accordance with the
Underwriting Standards for such Policies.
(c) The General Agent shall maintain control procedures relating
to binder and Policy issuance, notification of insureds, and other matters
relating to Policy administration.
(d) Any binder or Policy issued by or at the request of the
General Agent that does not comply with the Underwriting Standards or the
Company's explicit written lawful instructions For such Policy shall, at the
Company's request, be promptly terminated by the General Agent in accordance
with applicable law; and the General Agent agrees to indemnify the Company
against any liability arising under or relating to such binder or Policy,
or its cancellation.
(e) The General Agent may not write business in excess of
$50,000,000 Net Written Premium (i.e. gross written premium less premium
returned for Policy cancellations) for the first and each subsequent
Underwriting Year of this Agreement, unless otherwise agreed to in writing
by the Company and the General Agent. The first Underwriting Year is the
period From the Effective Date to and including December 31, 2001; and each
subsequent Underwriting Year will be the period commencing January 1st and
ending December 31st of such year.
(f) Binders shall be issued for a maximum term of thirty (30)
days and Policies shall be issued for a maximum term of one (1) year.
(g) The General Agent shall utilize only insurance contract
wording, endorsement wording, and rates and rules, that are approved in
writing by the Company (which approval shall not be unreasonably withheld)
and, to the extent necessary, are properly flied with or approved in writing
by the appropriate regulatory authority. Before issuing any Policies, the
General Agent shall provide to the Company for its review and approval
the proposed insurance contracts, endorsements, binders, rating plans and
rules (collectively "Forms and Rates"), to be used by the General Agent in
administering the Policies. The Forms and Rates shall comply with applicable
statutes, regulations and directives. The General Agent shall pay all third
party expenses incurred in (i) preparing the Forms and Rates, and (ii) in
filing the Forms and Rates with the appropriate regulatory authorities.
(h) The General Agent hall have no authority to:
(i) cede, purchase or bind any reinsurance or retrocessions,
including, but not limited to. facultative or treaty, on behalf of the
Company
(ii) commit the Company to participate in insurance or
reinsurance syndicates;
(iii) appoint any Agent without reasonable assurance that
such Agent is legally licensed to transact the insurance business for which
it is appointed;
(iv) collect any payment from a reinsurer or commit the
Company to a claim settlement with a reinsurer without the Company's prior
approval; and if such approval is given, a report shall he promptly
forwarded to the Company by the General Agent;
(v) permit any of its Agents or any employee of any of its
Agents to sit on its board of directors;
(vi) jointly employ an individual who is employed with the
Company; or
(vii) appoint a submanaging general agent.
(i) The General Agent shall process all assigned risk Policies at
the same commission rate as provided in Article 2.
(j) The Company may require the General Agent to terminate the
coverage provided by any Policy so long as such termination does not violate
any law or regulation or contract. If the Company wishes to terminate
coverage, the Company may instruct the General Agent to send such non-
renewal or cancellation notice as may be required by the Policy or the
applicable regulatory authority and the General Agent shall promptly comply
with such instructions, if the General Agent receives written notice from
the entity administering claims under the Policies on behalf of the Company
that sums due the Company from the holder of the Policy (for example,
deductible reimbursement) are more than thirty (30) days overdue, the
General Agent shall within three (3) business days thereafter, send written
notice to the holder of the Policy ("Policyholder") canceling the Policy
subject to limitations or restrictions imposed by law. If the General Agent
fails to send such cancellation notice within the time specified, the
General Agent shall indemnify the Company against any loss suffered by the
Company which arises out of or relates to such Policy (including covered
claims under the Policy) from and after the late when the Policy should have
been canceled by the General Agent.
(k) the General Agent is responsible for ensuring that Policies
are administered according to customary and usual customer service and
policy administration standards. The General Agent shall promptly respond to
inquiries, correspondence and communications, whether written, telephonic or
electronic. Endorsements and all matters affecting the issuance and
maintenance of Policies shall be performed in a timely and competent manner,
and in compliance with usual insurance industry and professional standards.
The General Agent shall ensure that it has sufficient staffing or
independent contractors to perform all its functions and obligations
hereunder, and to assist in servicing the business and Policies, as required
by this Agreement.
(l) The General Agent shall ensure that the aggregate limits of
liability for all Policies issued in any Underwriting Year shall not exceed
the aggregate exposure limitations or restrictions set forth in the
Company's Reinsurance Agreements.
1.6 Insurance Coverages to be Maintained by the General Agent.
(a) The General Agent shall maintain an errors and omissions
insurance policy issued by an insurance carrier with an A.M. Best rating of
A- or higher or approved by the Company, with policy limits of no less than
the greater of (i) One Million ($1,000,000) Dollars or (ii) an amount
sufficient to satisfy the financial responsibility requirements of the
insurance codes of the applicable states, and with a deductible no greater
than Fifty Thousand ($500,000) Dollars. As a condition precedent to the
Company's entering into this Agreement, The Millers Insurance Company shall
execute and deliver to the Company a guarantee of payment of the errors and
omissions deductible shortfall ("E&O Shortfall") for the initial limit of
$450,000 excess $50,000. The E&O Shortfall shall thereafter be determined
annually and shall equal the actual deductible under the errors and
omissions policy minus $50,000, excess $50,000. The guarantee shall be in
the form attached as Schedule 6
(b) If at any time during the term of this Agreement the Company
makes a determination that the General Agent is a "managing general agent"
as defined in the New Jersey Managing General Agent's Act and such
determination is confirmed by the New Jersey Department of Insurance, the
Company shall so notify the General Agent ("MGA Notification") and the
General Agent shall within thirty (30) days thereafter obtain and maintain
the following insurance coverages in lieu of the insurance coverage provided
for in subparagraph (a):
(i) The General Agent shall maintain an errors and omissions
insurance policy issued by an insurance carrier admitted to
transact business in the State of New Jersey, or an eligible
surplus lines insurer, in either case subject to the approval of
the New Jersey Department of Insurance, with policy limits of no
less than the greater of (i) One Million $1,000,000) Dollars or
(ii) Twenty-Five (25%) Percent, up to $10,000,000, of Net Written
Premium from business attributable to the General Agent for the
previous calendar year, the coverage hereunder to be adjusted, if
necessary, on or before April 1 of each year. Proof satisfactory
to the Company of the issuance and maintenance of such errors and
omissions policy shall he submitted annually to the Company not
later than April 30th of each year.
(ii) The General Agent shall obtain and maintain a surety
bond for the protection of the Company issued by an insurance
carrier admitted to transact fidelity and surety business in the
State of New Jersey and subject to the approval of the New Jersey
Department of insurance, in an amount of no less than the greater
of (i) One Million ($1,000,000) Dollars or (ii) Twenty-Five (25%)
Percent, up to $10,000,000. of Net Written Premium from business
attributable to the General Agent for the previous calendar year,
the bond hereunder to be adjusted, if necessary, on or before
April 1st of each year. The executed bond, as adjusted, shall be
promptly submitted to the Company.
1.7 Compliance with Law. The Company and the General Agent shall
each maintain all licenses and regulatory approvals necessary to conduct the
business to which this Agreement refers. If an MGA Notification is sent to
the General Agent, the General Agent shall as soon as practicable thereafter
apply for a license as an insurance producer in the State of New Jersey,
whether or not New Jersey is a state in which the General Agent is
authorized under this Agreement to issue Policies and whether or not the
General Agent is domiciled or located in a state or states other than New
Jersey. The General Agent shall be and remain in compliance with, and shall
ensure that all Agents are in compliance with, the laws and regulations
which affect the binders, Policies and other regulated documents issued
pursuant to this Agreement.
1.8 Company Rates and Forms Approval. The Company shall use
commercially reasonable efforts to obtain the approval of its rates and
forms, in the applicable states, at the earliest practicable date after the
Effective Date.
ARTICLE 2
COMPENSATION
2.1 For Policies issued or renewed on or before December 31, 2001:
(a) Provisional Commission. The Company shall pay the General
Agent a commission (Provisional Commission") equal to a percentage of Net
Written Premium as determined by the minimum ceding commission percentage
("Ceding Commission") paid or to be paid to the Company under the relevant
reinsurance treaty, less the Company's retained fee equal to five percent
(5%), less a retained "Tax Allowance" equal to three percent (3%).
Provisional Commission shall be paid on a written premium basis to the
extent Ceding Commission is paid to the Company on a written premium basis.
In the event Ceding Commission is paid to the Company on a collected premium
basis, then in such event, notwithstanding anything herein to the contrary,
the Company shall pay Provisional Commission to the General Agent on a
collected premium basis. The Company shall also pay the General Agent any
policy and service fees collected by the General Agent less the applicable
premium taxes on such fees. The General Agent shall pay the Company a return
commission ("Return Commission") on return premium and the rate the
Provisional Commission was paid to the General Agent. "Net Written Premium"
as used herein shall mean gross written premium less premium returned for
Policy cancellations.
(b) Commission Adjustment. Provisional Commission paid pursuant
to Section 21(a) herein shall be adjusted so that the adjusted commission
("Adjusted Commission") paid under this Agreement will equal one hundred
percent (100%) percent of ceded commission paid to the Company from its
reinsurers as if the Company had reinsured 100% of the insured risk under
the Policies under a quota share reinsurance agreement having the same terms
and conditions (except for the Company's risk retention) as the actual quota
share reinsurance agreement ("Quota Share treaty") reinsuring the insured
risk under the Policies, less the Company's retained fee equal to five
percent (5%), less the retained tax Allowance. The General Agent will
receive adjusted commission with respect to l00% of Net Written Premium. The
Company shall remit any amount by which the Adjusted Commission exceeds the
commission paid to the General Agent, within thirty (30) days after the
Company's actual receipt of its adjusted ceding commission remittance from
its reinsurers pursuant to the terms of the Quota Share Treaty. If the
Company determines that (i) the commission paid to the General Agent
exceeded the actual amount of the Adjusted Commission to which the General
Agent was entitled, the General Agent shall pay the excess amount to the
Company within five (5) business days after demand. If the ceding commission
under the Quota Share Treaty is modified after the date hereof the General
Agency shall continue to receive one hundred percent (100%) of the modified
ceding commission, as modified above.
2.2 For Policies issued or renewed on or after January 1, 2002:
(a) Provisional Commission. The Company shall pay the General
Agent a commission ("Provisional Commission") equal to a percentage of Net
Written Premium as determined by the minimum ceding commission percentage
("Ceding Commission") paid or to be paid to the Company under the relevant
reinsurance treaty, less the Company's retained fee equal to five percent
(5%), less a retained tax Allowance equal to three percent (3%). Provisional
Commission shall be paid on a written premium basis to the extent Ceding
Commission is paid to the Company on a written premium basis. In the event
Ceding Commission is paid to the Company on a collected premium basis, then
in such event, notwithstanding anything herein to the contrary, the Company
shall pay Provisional Commission to the General Agent on a collected premium
basis. The Company shall also pay the General Agent any policy and service
fees collected by the General Agent less the applicable premium taxes on
such fees. The General Agent shall pay the Company a return commission
("Retort Commission") on return premium at the rate the Provisional
Commission was paid to the General Agent. "Net Written Premium" as used
herein shall mean gross written premium less premium returned for Policy
cancellations.
(b) Profit Sharing Commission. In addition to the Provisional
Commission, the Company shall pay the General Agent a commission ("Profit
Sharing Commission") equal to one hundred percent(100%) percent of the
profit sharing remittance, if any, which would be due the Company from its
reinsurers if the Company had reinsured 100% of the insured risk under the
Policies under a quota share reinsurance agreement having the same terms and
conditions (except for the Company's risk retention) as the actual quota
share reinsurance agreement ("Quota Share Treaty") reinsuring the insured
risk under the Policies. The General Agent will receive profit sharing
commission with respect to 100% of Net Written Premium. The Company shall
remit any Profit Sharing Commission to the General Agent within thirty (30)
days after the Company's actual receipt of its profit sharing remittance
from its reinsurers pursuant to the terms of the Quota Share Treaty. If the
Company determines that (i) the Profit Sharing Commission it paid to the
General Agent exceeded the actual amount of Profit Sharing Commission to
which the General Agent was entitled, the General Agent shall pay the excess
amount to the Company within five (5) business days after demand. If the
ceding commission under the Quota Share Treaty is modified after the date
here of the General Agency shall continue to receive one hundred percent
(100%) of the modified ceding commission, as modified above.
ARTICLE 3
RECORDS, REPORTS AND PROCEDURES
3.1 General. The General Agent shall prepare and maintain complete,
accurate and orderly underwriting books, files, records and accounts of all
transactions involving the business transacted pursuant to this Agreement,
and will maintain same in accordance with generally accepted insurance and
accounting practices. The Company's representatives, at the Company's
expense, shall have the right (but not the obligation) from time to time,
during normal business hours, on reasonable notice to thc General Agent, to
inspect, audit, copy and make extracts from the General Agent's books,
files, records and accounts relating to business transacted pursuant to this
Agreement.
3.2 Premiums and Premium Bank Account. The General Agent shall remit
to the Company all premiums due the Company, whether collected or not, which
premiums shall be calculated from the effective date of coverage under the
applicable Policies. Immediately upon receipt, the General Agent shall
deposit all premiums and other funds collected in respect of the Policies
into a deposit-only bank account to be established and controlled by the
Company alone ("Premium Bank Account"). The General Agent shall be deemed to
have a fiduciary responsibility to the Company with respect to such premiums
and other funds. If premium is not paid by a holder of a Policy when it is
due, the General Agent shall cancel the Policy in accordance with the
Underwriting Standards. The General Agent shall, nevertheless, be and remain
responsible for depositing into the Premium Bank Account all premiums as
and when due whether collected or not, calculated from the effective date of
the Policies involved to the termination date of such Policies. The General
Agent shall have no right of offset against premium or return premium.
3.3 Policy Collection Register. All funds deposited into the Premium
Bank Account shall be supported by the "Policy Collection Register" (defined
in Schedule 3). The General Agent shall reconcile cash deposited into the
Premium Bank Account to the Policy Collection Register on a monthly basis.
3.4 Policy Register. The General Agent shall maintain and furnish to
the Company, or its data processing facility, a "Policy Register" (as
defined in Schedule 3). The General Agent shall process and include all
bound Policies on the Policy Register within ten (10) days after each
Policy's effective date.
3.5 Receivable Register. The General Agent shall establish and
maintain a "Receivable Register" (as defined in Schedule 3) and shall
furnish a copy each month to the Company. The Receivable Register shall be
reconciled each month in the manner provided in Schedule 3
3.6 Return Premium Register. The General Agent shall establish and
maintain a "Return Premium Register" (as defined in Schedule 3) setting
forth return premium paid for each Policy canceled and/or return premium
endorsement.
3.7 Operating Account. The Company shall establish, fund and maintain
a separate bank account ("Operating Account") upon which the General Agent
may draw to pay return premium due holders of Policies and Provisional
Commission due the General Agent. Provisional Commission maybe withdrawn on
a weekly basis provided the applicable Policies have been recorded in the
Policy Collection Register and the premiums have been deposited in the
Premium Bank Account. The General Agent shall deposit in the Operating
Account any Return Commission due the Company. The General Agent shall
reconcile all disbursements from the Operating Account each month by type
and amount of disbursement (e.g. return premium. Provisional Commission,
commissions due to or from Agents), and a copy of such reconciliation, when
completed, shall be furnished to the Company.
3.8 Procedures.
(a) The General Agent shall establish and maintain written
operational procedures to handle all business related to the Policies.
(b) All reports and reconciliations to be provided to the Company
under this Article 3 (whether in hard copy or maintained on computers) shall
be forwarded to the Company not later than seven (7) days after the end of
each month. The electronic files maintained by the General Agent shall be
delivered to the Company as frequently as may be reasonably requested by the
Company. The General Agent shall also, at the Company's request, furnish the
Company with updated copies of the General Agent's computer data base
("Data") maintained in support of the business written pursuant to this
Agreement. The data shall be in a format (i) reasonably acceptable to thc
Company and any entity which requires that the Company supply it with the
Data, (ii) readable on the Company's or such entity's computer system. and
(iii) which complies with the file layout specifications set forth on
Schedule 4, or any subsequent file layout specifications provided to the
General Agent by the Company. The Data shall include all information
contained in the Registers described in Schedule 3. The reports to be
provided to the Company shall include, but shall not be limited to
information, and statistical data (i) required by the Insurance Services
Office ("ISO"). (ii) necessary for the Company to prepare any reports
required by the National Association of Insurance Commissioners or National
Council of compensation Insurers (including unit statistical reports and
data calls relating to any workers' compensation Policies), and (iii)
necessary for any other purpose the Company may reasonably require same
including, without limitation; (A) to monitor and evaluate the business
written under this Agreement; (B) to comply with any reporting requirements
under any applicable reinsurance agreements; and (C) to comply with any
current or future state or rating agency reporting requirements The General
Agency shall also prepare completed reports for the ISO including the data
and detail required by the ISO, and in the format required by the ISO, and
shall (i) submit such reports directly to the ISO with a copy to the
Company, or (ii) submit such reports to the Company for transmission to the
ISO. Any request by the Company for information to monitor and evaluate the
business written under this Agreement, to comply with reporting requirements
under reinsurance agreements or to comply with current or future state or
other reporting requirements shall be deemed a reasonable request
Notwithstanding anything to the contrary elsewhere in this Agreement, the
General Agent shall deliver all such reports to the Company at least fifteen
(15) days before applicable filing deadlines.
(c) The General Agent shall own the book of business which is the
subject of this Agreement, including without limitation, the Policy renewals
and expirations, the Policyholder list, the list of Agents, all financial
information, relating to the Policies (including rating. underwriting and
loss information), and any and all goodwill and trade secrets relating
thereto (the "Book of Business"). The Company acknowledges the General
Agent's ownership of the Book of Business and agrees to preserve and protect
such assets on behalf of the General Agent. The Company shall further
preserve and protect all Data and confidential information pertaining to
the Book of Business (the "Confidential Information") Clarendon will hold
and will cause its respective employees and employees of its affiliate
companies, to hold in strict confidence the Confidential Information (except
to the extent that such information can be shown to have been (i) previously
known to Clarendon (or its respective affiliates) prior to its disclosure
(ii) in the public domain through no fault of Clarendon or (iii) later
lawfully acquired by Clarendon (or its respective affiliates) from other
sources), and will not release or disclose such information to any other
person, except in connection with this Agreement to its respective auditors,
actuaries, attorneys, financial advisors and other consultants or advisors.
Clarendon and its respective representatives may provide such Confidential
Information in response judicial or administrative processes or applicable
governmental laws, rules, regulations, orders or ordinances, but only that
portion of the Confidential Information which, on the advice of counsel. is
legally required to be furnished, and provided that Clarendon notifies the
General Agent of its obligation to provide such information and fully
cooperates with the General Agent to protect the confidentiality of such
Confidential Information under applicable law. The Company further agrees
that, in no event, shall it, directly or indirectly, deliver, discuss or
make available any Confidential Information to anyone who is known by the
Company to be involved directly or indirectly with the operations,
performance, strategies or management of any other person or entity
that is a competitor of the General Agent.
(d) The General Agent may not move the Book of Business to
another carrier (other than to move a minimum amount of business to an
affiliate to comply with Texas statutory requirements): (i) until May 1,
2003, or (ii) unless the Company terminates this Agreement without cause
pursuant to Section 7.1(a), or (iii) unless this Agreement has been
terminated with cause under section 7.2(b), 7.2(e), 7.2(h), 7.2(i) or 7.2(j)
herein. During the term of this Agreement. the General Agent shall provide
the Company will, a right of first refusal with respect to all new proposals
for new programs.
(e) The General Agent shall maintain permanent copies of
Policies, applications for Policies and correspondence relating to Policies,
as hard copies, on microfiche, or archived on fixed or movable media. These
permanent copies shall not be destroyed without the prior written permission
of the Company for a period of at least five (5) years from the termination
date of the applicable Policy, or the period specified by the applicable
state statute regulating preservation of records, whichever is longer. The
General Agent shall provide reasonable access to, and copies of, its books
and records to any insurance department having jurisdiction with respect to
the Policies, in such form as may by usable by the department.
(f) Within ninety (90) days after the end of each of its fiscal
years the General Agent shall furnish the Company with copies of its
financial statements certified as true complete and accurate by its chief
executive officer and chief financial officer.
(g) The Company's acceptance of any deposit of funds to the
Premium Bank Account, or any transfer of funds to or from the Operating
Account, shall not be deemed an acknowledgment by the Company of the
accuracy of any report submitted by the General Agent, nor shall it be
deemed a waiver of any right or remedy of the Company under this Agreement
or at law.
(h) If the General Agent or the Company receives an inquiry or
complaint from any regulatory authority having jurisdiction concerning a
violation of insurance law or regulation, or a complaint disputing coverage
under any Policy, or any processor litigation document, or threat of
litigation, with respect to any matter covered in this Agreement, prompt
notice and a true copy shall be given to the other party. If a response
affecting the Company is required. the General Agent shall, within five (5)
business days (or such lesser time period as may be allowed by the
applicable regulatory authority or by any process) after the receipt of the
inquiry, complaint or other notice, draft a response and submit the draft to
the Company for its prior approval before submission of the response. The
Company's approval shall be implied if he General Agent does not receive
comments within 7 days of its submission to the Company.
(i) The Company may suspend the General Agent's underwriting
authority for such periods as the Company may determine in the event the
General Agent breaches any material provision of this Agreement.
ARTICLE 4
EXPENSES
4.1 General Agent's Expenses. The General Agent shall pay all expenses
incurred by it in connection with marketing, producing, underwriting and
servicing the Policies including, but not limited to, the following:
(a) Printing of proposals, Policy jackets, contracts of
insurance, endorsements, cancellation notices, premium notices, records and
reports, and all other documents required to fulfill the obligations of the
General Agent under this Agreement.
(b) Advertising, public relations and transportation expenses
pertaining to the Policies. The General Agent shall obtain the prior written
approval of the Company before issuing any advertisement, circular,
pamphlet, or other publication which refers to the Company.
(c) The General Agent's office expenses, including rent, salaries
of its personnel, utilities, data processing performed by or at the request
of the General Agent, furniture, fixtures, equipment, supplies, telephone,
postage, and other general overhead expenses.
(d) Agent and subcontractor expenses including processing costs,
compliance costs, licensing costs, fees and appointment costs (including any
costs incurred by the Company or through an independent vendor on the
Company's behalf to process agency appointments).
(e) Compliance work expenses, licensing costs and processing
costs (including the cost of rate and form filings for approval by the
appropriate regulatory authorities).
4.2 Company's Expenses. The Company shall pay all expenses directly
attributable to its overhead and operations.
4.3 Recovery Expenses in the Event of Breach. In addition to all other
rights and remedies of the Company under this Agreement and at law, the
Company shall he entitled to immediate payment or reimbursement from the
General Agent for all Expenses (as later defined) incurred or paid by the
Company by reason of the General Agent's breach or non-performance of any
obligation on its part to be observed or performed under this Agreement. The
obligations of the General Agent referred to in this Section 4.3 include,
but are not limited to:
(a) the obligation to deposit report and remit premiums to the
Company;
(b) the obligation to remit return premiums to insureds when due
(c) the obligation to process all Policies, endorsements, and
notices of cancellation or non-renewal, pursuant to, and otherwise to be in
compliance with, the Underwriting Standards;
(d) the obligation to comply with the Company's Agent appointment
procedures;
(e) the obligation to observe and comply with applicable laws,
regulations, rules and rates affecting the transaction of business under
this Agreement: and
(f) the obligation to comply with Article 3 of this Agreement.
The term Expenses as used in this Agreement shall include, but shall not be
limited to reasonable and necessary costs, charges, fines, penalties, and
the following reasonable and necessary expenses: legal, accounting, data
processing, file retrieval, software, clerical help, professional services,
travel, and all internal expenses of the Company related to the business
covered by this Agreement. The General Agent shall pay or reimburse the
Company for all Expenses immediately upon receipt of a written statement
setting forth such Expenses. Interest at the rate of the lesser of (i) 18%
per annum or (ii) the highest rate of interest permitted by applicable law,
shall accrue with respect to any Expenses remaining unpaid for thirty (30)
days after presentation of such statement until payment in full of the
Expenses with accrued interest.
ARTICLE 5
INDEMNITY
5.1 General Agent's Indemnity. The General Agent agrees to indemnify
the Company, its subsidiaries, successors and assigns, and the shareholders,
directors, officers, agents and employees of any of them (collectively
"Company lndemnitees"), against and in respect of any and all claims (not
including covered claims made under any Policy properly issued in accordance
with this Agreement), demands, actions, proceedings, liability, losses,
damages (except consequential damages), judgments, costs and expenses,
including, without imitation, attorneys' fees, disbursements, and court
costs, and any loss in excess of Policy limits, as well as extra-contractual
obligations, including but not limited to punitive, exemplary, or
compensatory damages, suffered, made or instituted against or incurred by
the Company Indemnitees, or any of them, and which arise, directly or
indirectly, out of or result from; (i) bad faith or gross negligence of
the General Agent or any Agent, or its employees or representatives, in
discharging its obligations to the Company or to the Policyholders, and/or
(ii) any failure by the General Agent or any Agent, or its employees or
representatives to perform its obligations under or relating to this
Agreement; provided however that the actions of the General Agent described
in subsection (i) or (ii) were not taken pursuant to the written
instructions of the Company.
5.2 Security for General Agent's lndemnity To secure performance of
its obligation to indemnify the Company Indemnitees, the General Agent
hereby collaterally assigns to the Company (i) all rights or remedies it may
have now or in the future against any Agent under any contract or otherwise
relating in any manner to the Policies and (ii) all of its rights to renew
the business generated under this Agreement and under any other agency
agreements to which the Company and the General Agent are parties ('Policy
Renewal Rights") and (iii) all of its underwriting and claim tiles, records
and computer tapes, disks and other storage devices relating to the
administration of the Policies under this Agreement and policies under any
other agreement to which the Company and the General Agent are parties. The
foregoing assignment will only become effective and enforceable if and when
this Agreement is terminated pursuant to Section 7.2, subdivisions (d), (f),
or (g). No further documentation shall be required to evidence the
assignments referred to herein. At the Company's request, however, the
General Agent shall execute and deliver any documents reasonably requested
by the Company to further evidence the foregoing assignments, and should the
General Agent fail or refuse to execute and deliver such documents within
ten (10) business clays of the Company's request therefore, the Company may
execute and deliver same as attorney-in-fact. for the General Agent
5.3 Company's Indemnity. The Company agrees to indemnify the General
Agent, its subsidiaries, successors and assigns, and the shareholders,
directors, officers, agents and employees of any of them (collectively
"General Agent Indemnitees"), against and in respect of any and all claims,
demands, actions, proceedings, liability, losses, damages (except
consequential damages), judgments, costs and expenses. including, without
limitation, attorneys' fees, disbursements and court costs, and any loss in
excess of Policy limits, as well as extra-contractual obligations, including
but not limited to punitive, exemplary, or compensatory damages, suffered,
made or instituted against or incurred by the General Agent Indemnitees, or
any of them, and which arise, directly or indirectly, out of, or result
from; (i) bad faith or gross negligence of the Company, or its employees or
representatives in discharging its obligations to the General Agent or to
the Policyholders, and/or (ii) any failure by the Company, or its employees
or representatives, to perform its obligations under or relating to this
Agreement.
ARTICLE 6
NOTICES
Any notice or other communication hereunder shall be in writing and
shall be deemed fully made or given (a) when hand delivered, (b) on the
business day after it is delivered to a recognized overnight courier service
for overnight delivery to a party at the address of such party stated below
(or to such changed address as such party may have fixed by notice), or (c)
three (3) business days after it is mailed to a party, postage prepaid, by
registered or certified mail, return receipt requested, addressed to such
party at its address stated below (or to such changed address as such party
may have fixed by notice):
To the General Agent:
Millers General Agency, Inc.
C/o Millers American Group
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, XX 00000
Attn: Xxx X. Xxxxxx
To the Company:
Clarendon, National Insurance Company
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: President
ARTICLE 7
TERMINATION
7.1 Voluntary Termination. This Agreement may be terminated by:
(a) the Company, without cause, at any time, by giving the
General Agent not less than one hundred eighty (180) days prior notice
of such termination; or
(5) the General Agent without cause, on or after July 1, 2003, by
giving the Company not less than one hundred eighty (180) days prior
notice of such termination..
7.2 Other Grounds for Termination: This Agreement shall terminate:
(a) with respect to any state in which the General Agent is
authorized under this Agreement to issue Policies, at the election of the
Company upon notice to the General Agent, if any public authority cancels or
declines to renew any of the General Agent's licenses in such state; and
this entire Agreement may be terminated, at the election of the Company upon
notice to the General Agent if any public authority cancels or declines to
renew any licenses of the General Agent which are necessary to the legal
performance of its obligations hereunder, or if any license of the General
Agent is canceled or not renewed by reason of fraud or other willful
misconduct of the General Agent;
(b) with respect to any state in which the General Agent is
authorized under this Agreement to issue Policies, if any public authority
cancels or declines to renew any Company license required to be maintained
in such state;
(c) at the election of the Company, upon thirty (30) days notice
to the General Agent, in the event of a change of control (as defined in
Section 8.5), unless 0) the General Agent has provided the appropriate
notice as described in Section 8.5 and (ii) the Company agrees in writing
to such change of control;
(d) at the election of the Company, upon notice to the General
Agent, if the General Agent becomes insolvent, if it makes an assignment for
the benefit of its creditors, if a petition for relief under the Bankruptcy
Code is filed by or against it, or if a trustee, receiver or other custodian
of its assets is appointed;
(e) upon the filing by or against the Company of a petition for
relief under the Bankruptcy Code, or the issuance of an order of liquidation
or rehabilitation or similar action against the Company by any public
authority having jurisdiction;
(f) at the election of the Company, upon notice to the General
Agent, of the General Agent commits any of the following acts or omissions:
fraud, gross negligence or willful misconduct (which includes but is not
limited to. willful violation of the Company's lawful instructions, willful
violation of any material covenant in this Agreement or of the Claims
Agreement on its part to be performed, or willful violation of any insurance
department regulation or statutory provision applicable to the General
Agent);
(g) at the election of the Company, upon ten (10) days notice, if
the General Agent breaches any provision of this Agreement or of the Claims
Agreement (other than breaches or violations by the General Agent covered
elsewhere in this Section 7.2) and fails to cure such breach within thirty
(30) days after notice of the breach is given to the General Agent by the
Company; for purposes of this subdivision (g), routine differences in the
accounting methods of the General Agent and the Company which involve minor
amounts, and do not involve premiums collected and knowingly withheld by the
General Agent, shall not constitute failure to account for and pay over
premiums provided all items not in dispute are paid in accordance with the
collection and remittance procedures set forth in this Agreement;
(h) with respect to any state in which the General Agent is
authorized under this Agreement to issue Policies, at the election of the
Company upon notice to the General Agent, in the event of any material
change in the Company's obligations under the Policies, or in its business
prospects, caused by (i) a change in law or insurance regulations in such
state or (ii) any suspension, prohibition or cease and desist order or
decree issued by any public authority having jurisdiction affecting any
business produced under this Agreement;
(i) at the election of the Company, upon notice to the General
Agent, in the event of the cancellation of or an adverse change in, the
Company's reinsurance arrangements for business produced under this
Agreement;
(j) at the election of the Company, upon thirty (30) days notice
to the General Agent, in the event the Loss Ratio at the end of any
Underwriting Year is greater than 100%. For the purposes of this provision,
"Loss Ratio" means the percentage obtained by dividing losses incurred
(including incurred but not reported losses as determined by the Company)
under the Policies by earned premium during the Underwriting Year;
(k) at the election of the Company, upon thirty (30) days notice
to the General Agent, if the General Agents' affiliates, The Millers
Insurance Company and Millers Casualty Insurance Company or either of them.
breach a material covenant of that certain Stop Loss Reinsurance Agreement
between them and the Company dated as of January 1, 2001;
(l) at the election of the General Agent upon notice to the
Company, in the event of the cancellation of or an adverse change in. the
Company's reinsurance arrangements for business produced under this
Agreement; or
(m) at the election of the Company, upon notice to the General
Agent, if any of the following entities becomes insolvent, makes an
assignment for the benefit of its creditors, files or has flied by or
against it a petition for relief under the Bankruptcy Code, or has a
trustee, receiver or other custodian of its assets appointed: Millers
American Group, Inc., Trilogy Holdings, Inc., The Millers Insurance Company,
Phoenix Indemnity Insurance Company, Millers General Agency, Inc. or Millers
Casualty Insurance Company.
7.3 Rights upon Termination. Upon termination of this Agreement in
accordance with this Article 7:
(a) the obligations of the General Agent and the Company to the
effective xxxx of termination shall be discharged promptly;
(b) the General Agents records and the use, ownership and control
of the Policy Renewal Rights and the right to commission therein shall
remain the property of the General Agent, provided the General Agent is
substantially in compliance with its material obligations to tile Company
under this Agreement. If however, this Agreement is terminated pursuant to
Section 7.2, subdivisions (d), (f) or (g), the Company shall have, in
addition to all other rights and remedies, the rights and remedies of a
secured party under the New York Commercial Code with respect to the
security described in section 5.2;
(c) when a notice of termination is sent to the General Agent,
the General Agent shall have no authority to issue quotes binders or
Policies with effective dates on or after the effective date of termination
of this Agreement; and
(d) the Company may suspend the General Agent's underwriting
authority during the pendency of any dispute regarding termination of this
Agreement; provided, however, that the Company and the General Agent shall
fulfill their obligations under in-force Policies regardless of any such
dispute.
7.4 Procedure upon Termination. The following procedures shall be
followed in the event of a termination of this Agreement:
(a) If an MGA Notification was sent to the General Agent, then
within fifteen (15) days of any notice of termination of this Agreement the
Company shall file written notice thereof with the New Jersey Insurance
Department on a form established by the Department. The termination shall
not be effective until receipt of such notice of termination by the New
Jersey Insurance Department.
(b) The General Agent shall promptly return to the Company any
Policies, forms or other supplies imprinted with the Company's name
regardless of who incurred the cost for same.
(c) The General Agent shall, at its sole expense, but retaining
its rights to renewal commissions, run-off the in-force business to normal
expiration in accordance with the provisions of this Agreement. The Company,
however, may elect to run-off-the in-force business itself or through its
designee, in which case it may do so, and if this Agreement is terminated
pursuant to Section 7.2, subdivisions (a), (d), or (g). the General Agent
shall nevertheless be liable for all expenses of the run-off operation;
provided, however, the termination is for reasons other than those set forth
in those subdivisions, the Company shall bear the expense of the run-off if
it elects to run-off the business itself or through its designee. The term
"run-off" as used in this Agreement shall mean confirming coverage under the
Policies to claims adjusters, administering the in-force Policies and any
required renewals thereof and endorsements thereto, providing reports to the
Company as required by this Agreement, paying premiums to the Company and
return premiums to the insureds, collecting all sums due from Agents,
including return commissions, and such other activities as required of the
General Agent under this Agreement. If this Agreement is terminated pursuant
to Section 7.2, subdivisions (a), (d), (f) or (g), and the Company elects to
run-off the in-force business, the General Agent shall have no right to
unearned commissions and will immediately pay to the Company all unearned
commissions theretofore paid to the General Agent.
(d) If the General Agent is unable, or refuses, to run-off the
in-force Policies, or if the Company elects to run-off such Policies itself
or through its designee, the General Agent shall promptly provide thc
Company, without charge, with a tape back-up of all Data files In addition,
the General Agent shall use its reasonable best efforts. if not prohibited
by law, to provide the Company, at the General Agent's expense, with a
limited license to use the software system used by the General Agent in
connection with the administration and run-off of the business produced
under this Agreement, including all computer programs and updated source and
object codes ("Software"). The General Agent shall use its best efforts to
deliver the Software, as well as all necessary manuals and instructions, to
the Company together with, or as soon as practicable after, delivery of the
Data to the Company.
(e) The Company acknowledges and agrees that its use of the Data
and Software shall be limited to the administration and run-off of the
business produced under this Agreement, and the furnishing of the Data and
Software to the Company by the General Agent shall not be construed to
convey title or any rights to same, or any part thereof to the Company, and
shall not be construed as conferring upon the Company any right to sell,
lease, transfer or dispose of all or any portion of the Data or Software
(except that same may be used by the Company's designee, if any, for the
purpose of administering and running-off-the business). The Company further
agrees that (i) it shall not copy any part of the Data or Software, or the
source or object code, except as may be required to administer and run-off
the business, and (ii) promptly upon completion of the administration and
run-run-off of the business it shall return to the General Agent the Data,
the Software, the source and object codes, and any other documents
proprietary to the General Agent which were delivered to the Company
pursuant to his Article 7. The Company's designee shall execute an agreement
setting forth the requirements stated in this section 7.4(e).
7.5 No Consequential Damages. Neither the General Agent nor any of
its employees or representatives, shall have or assert any claim against the
Company, its subsidiaries, successors, or assigns, or the shareholders,
directors, officers, agents or employees of any of them, for loss of
business, loss of profits, or damage to goodwill or reputation, as a result
of the termination of this Agreement in accordance with Article 7.
ARTICLES
MISCELLANEOUS
8.1 Relationship of Parties. Nothing contained in this Agreement shall
be deemed to create the relationship of partners, joint venturers, or
employer/employee between the Company and the General Agent, it being
understood that the General Agent is an independent contractor of the
Company for the purposes set forth in this Agreement. For purposes of
interpreting the provisions of this Agreement, the General Agent shall
be deemed to be the Company's agent, and it shall perform all of its
obligations under this Agreement to the full extent required of an agent
under the law.
8.2 Subcontracting. The General Agent may not enter into a subcontract
or subcontracts with another person. entity or entities ("Subcontractors",
or individually "Subcontractor") pursuant to which such Subcontractor or
Subcontractors shall perform any of the services or produce any of the
reports to be performed or produced pursuant to this Agreement, unless
the identity of any such Subcontractor and the form and content of any
subcontract therewith is approved in advance in writing by the Company. No
such subcontract shall relieve the General Agent of responsibility for the
fulfillment of any of its obligations hereunder.
8.3 Assignment. The General Agent shall not assign or otherwise
transfer this Agreement or any rights hereunder without the prior written
consent of the Company.
8.4 Trust Funds.
(a) In any action or proceeding brought by the Company to recover
premiums or return premiums or other funds due the Company under this
Agreement or due the insureds under the Policies (collectively "trust
funds"), the General Agent shall he obligated to account on its own records
for such trust funds and to pay the Company all sums for which it cannot
account. The Company shall be entitled to bring any action or proceeding
available at law or equity to recover trust funds and to assert claims
therein including, without limitation, claims for an accounting, for breach
of contract and for conversion. In any such action or proceeding it shall be
conclusively presumed that the General Agent is a fiduciary of the Company
with respect to trust funds and is liable to the Company for trust xxxxx
which have not been timely paid; and the General Agent waives (i) any right
it may have to assert any non-compulsory counterclaim, non-compulsory cross-
claim, or set-off in the action or proceeding, and (ii) the right to trial
by jury and any claim that the forum or situs is inconvenient. The General
Agent shall retain the right to bring any separate proceeding it deems
appropriate to recover any claims it may have as a creditor of the Company,
or otherwise, but the pendency of such proceeding shall not delay, hinder or
defeat the Company's right to promptly recover any trust funds then due or
to levy upon any judgment therefor,
(b) As a condition precedent to the Company's entering into this
Agreement, the ultimate parent company of the General Agent shall execute
and deliver to the Company a guarantee of payment of the trust funds. The
guarantee shall be in the form attached as Schedule 5.
8.5 Change of Control. The General Agent shall notify the Company in
writing at least thirty (30) days prior to any of the following occurrences,
each of which shall he deemed a "change of control":
(a) A sale, transfer, or the issuance to a new shareholder or
member, of ten (10%) percent or more of the voting stock or membership
interests of the General Agent other than to an affiliate of the General
Agent; or
(b) A sale or transfer of a substantial portion of the material
assets of the General Agent, or any merger or consolidation of the General
Agent with another entity or entities; or
(c) A change in any director or principal officer of the General
Agent: or
(d) An assignment or transfer of this Agreement or any rights
hereunder by the General Agent.
8.6 Governing Law Consent to Jurisdiction. This Agreement shall be
governed in all respects, including validity, interpretation and effect, by
the laws of the State of New York applicable to contracts to be performed in
the State of New York. The parties agree that any action or proceeding,
however characterized, relating to this Agreement may be maintained in the
courts of the State of New York sitting in the Borough of Manhattan, City of
New York or the federal court for the Southern District of New York, and the
parties hereby irrevocably submit to the non-exclusive jurisdiction of any
such court for the purposes of any such action or proceeding and irrevocably
agree to be bound by any judgment rendered by any such court with respect to
any such action or proceeding. The parties hereby waive any objection they
may now or hereafter have to the venue of any such action or proceeding in
any such court and any claim that such action or proceeding has been brought
in an inconvenient forum.
8.7 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THE
TRANSACTIONS CONTEMPLATED HEREIN. The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filled in any court and
that relate to the subject matter of this Agreement, including, without
limitation, contract claims, tort claims, breach of duty claims, and all
other common law and statutory claims. This waiver shall apply to any
subsequent amendments, renewals, supplements or modifications to this
Agreement.
8.8 No Third Party Benefits. This Agreement is for the sole and
exclusive benefit of the parties and their successors and permitted assigns,
and no third party is intended to or shall have any rights here under.
8.9 No Waiver The failure of either party to insist upon strict
compliance with any provision of this Agreement, or to exercise any right or
remedy under this Agreement, shall not constitute a waiver by such party of
the provision or prevent such party from exercising such right or remedy in
the future.
8.10 Entire Agreement. This Agreement, and the Schedules attached,
sets forth the entire understanding of the parties with regard to its
subject matter, and supersedes and merges all prior discussions, agreements,
promises, representations, warranties and arrangements between them with
regard to such subject matter. Neither party shall be bound by any
agreement, representation or warranty regarding such subject matter other
than as expressly set forth in this Agreement or in a subsequent writing
signed by the party to be bound thereby. This Agreement may not be modified
or supplemented, nor may any provision be waived, except by a writing signed
by the party to be hound thereby.
8.11 Severability. if any provision of this Agreement is held to be
invalid or unenforceable such impediment shall attach only to such provision
and shall not render invalid or unenforceable any other provision of this
Agreement.
8.12 Headings. The headings used in this Agreement or any Schedules
are inserted for convenience only and stall not affect the meaning or
interpretation of the Agreement.
8.13 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall be deemed one and the same instrument.
8.14 Schedules. The Schedules referred to in this Agreement are an
integral part of and shall he deemed incorporated in, the Agreement.
8.15 Further Assurances. The parties shall execute and deliver such
other documents or instruments and take such other action as may be
reasonably required to more effectively implement the provisions and intent
of this Agreement.
8.16 Benefit of Parties. This Agreement shall bind and benefit the
successors and permitted assigns of the panics
8.17 Survival. All of the terms, covenants, agreements, obligations,
conditions, representations and warranties set forth in this Agreement and
in any document or other writing delivered pursuant hereto, shall survive
the termination of this Agreement and shall continue in full force and
effect so long as any liability or obligation under this Agreement is
outstanding or unpaid.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first
above written.
Attest: MILLERS GENERAL AGENCY, INC.
By: /s/
Title:
Attest: CLARENDON NATIONAL INSURANCE COMPANY
By: /s/
Title:
SCHEDULE 1
----------
AUTHORIZED COVERAGES MAXIMUM LIMITS OF LIABIL[TY
SCHEDULE 2
----------
STATES
SCHEDULE 3
----------
ACCOUNTING REGISTERS - DEFINITIONS
SCHEDULE 4
----------
Policy Master Fields Listings
Policy Premium by Line Fields Listing
Policy In-force Premium Fields Listing
Policy Billing Transactions Fields Listing
Aged Policy Receivables Fields Listing
Policy Cash Transactions Fields Listing
Gross Policy Collected and Change in Receivables Fields Listing
Policy Premium by Category Fields Listing
Workers Compensation
Policy Facultative by Line Listing
SCHEDULE 5
----------
GUARANTEE OF PAYMENT OF TRUST FUNDS
SCHEDULE 6
----------
GUARANTEE OF PAYMENT OF THE E&O SHORTFALL
