EXHIBIT 10.22
NORTH POINTE INSURANCE COMPANY
GENERAL AGENCY AGREEMENT
THIS AGREEMENT is made on April 1, 2003, between NORTH POINTE INSURANCE
COMPANY, a Michigan insurance corporation, of 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx,
XX 00000 ("Company') and INSURANCE BROKERS OF INDIANA INC., of 000 Xxxxx Xxxxx,
XX Xxx 000, Xxxxxxxxx, XX 00000-0000 ("General Agency'), whose Agent Code is
9N187 ("General Agency").
In consideration of the terms of this document and any Addenda to this
document (collectively, "Agreement"), and pursuant to General Agency's request
that the Company's underwriting facilities be made available to General Agency
for the placement of insurance in INDIANA, the parties agree:
APPOINTMENT AND AUTHORITY
1. The Company appoints General Agency as its general agent in the
state(s) named above, granting it authority and the power to solicit, receive,
and endorse insurance on those lines of insurance and classes of risk identified
on the attached Commission Addendum, collect premiums, and generally with all
powers and authority necessary to conduct a general agency for the Company.
General Agency will not delegate this authority to any other person without the
Company's express written authorization. This appointment is not exclusive and
the Company may appoint general agents and retail agents in the same state(s).
2. The policies solicited by General Agency or its sub-agents and written
by the Company in these lines are referred to in this Agreement as the
"Policies." The primary insured under a Policy is a "Policyholder."
3. General Agency will act on the Company's behalf only pursuant to the
authority that this Agreement grants and the underwriting guidelines (including
rules, regulations and rate manuals) and other written directives that the
Company furnishes to General Agency. The Company may amend these guidelines and
directives at any time.
4. General Agency may market the Company's insurance products both
directly to potential Policyholders and through sub-agents, who will be deemed
agents of General Agency for purposes of carrying out this Agreement's terms.
The Company retains the right to pre-qualify any such sub-agents.
5. To the extent that this Agreement grants General Agency the authority
to write personal lines of insurance, binding authority will be governed by the
terms of Binding Authority Addendum signed by the parties. General Agency is not
granted authority to bind commercial risks.
6. General Agency's authority under this Agreement does not include
adjustment, compromise or settlement of claims or the waiver of any Policy
condition in relation to claims except upon specific authority in writing from
the Company. General Agency is not authorized to respond to claims made on a
Policy. General Agency will not bind the Company to pay any claim submitted by a
Policyholder to the Company, nor represent to a Policyholder that it can respond
to a claim.
ACCEPTANCE OF APPOINTMENT
7. General Agency accepts this appointment, agreeing to perform faithfully
its duties to the best of its knowledge, skill, and judgment.
COMMISSIONS
8. The Company will pay General Agency commissions in accordance with the
attached Commission Addendum ("Commissions"). The commissions fully compensate
General Agency for its services under this Agreement.
9. During this Agreement's term and after its cancellation, General Agency
will refund to the Company unearned Commissions caused by Policy cancellations
or reductions at the same rate at which the Commissions were retained by or paid
to General Agency. General Agency will pay any such refund within 10 days after
the Company's written notice to General Agency.
10. The Company may revise this Agreement's Commission rates by giving not
less than 60 days written notice to General Agency. Such a change shall not
affect Commissions on premiums written before the effective date stated in the
written notice.
11. Uncollectible premiums arising from additional amounts due on any
Policy that has been Agent billed as a result of adjustable exposures or audits
on policies otherwise may be turned back to the Company for direct collection
and General Agency shall not be responsible for such premium provided:
(a) General Agency has made every reasonable effort to obtain and
retain an adequate deposit premium; and
(b) General Agency has billed for and made at least three attempts
(including original billing) to collect the additional premium; and
(c) General Agency notifies the Company not less than 45 days and no
more than 60 days after the month in which General Agency issued the audit
endorsement and provides to the Company proof of its three attempts to collect
along with proof of two attempts by its subproducer to collect the additional
premium due.
12. No Commission will be paid on items turned over to the Company for
collection, unless subsequently collected by General Agency.
PREMIUMS AND ACCOUNTING
13. General Agency guarantees payment of all monies due to the Company on
Policies written under this Agreement that are not Company billed, whether or
not collected by General Agency. The Company must specifically authorize in
writing any flat cancellations of policies or coverage bound or issued.
14. Commercial lines Policies will be billed on an Agent-billed basis, as
described below. Personal lines Policies will be Company billed under the terms
of the Company Billed Policies Addendum signed by the parties.
15. Premium accounts, as shown in the Company's monthly statements, are
due and payable to the Company as rendered. Payment is due in the Company's
office 45 days from the end of the statement month. Credit for the payment of
premiums reflected in a monthly statement will not be extended for longer than
45 days from the end of the month for which the monthly statement applies. Only
the Company may waive the requirement for payment "as rendered," and then in
writing in its sole discretion.
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16. If the parties do not agree on the dollar amount owed to Company for a
Policy or in total for a monthly account statement, General Agency will pay the
full amount stated by Company. Company and General Agency will investigate the
matter and attempt to resolve any such discrepancies as quickly as reasonably
possible. If they are unable to resolve the discrepancy, the dispute may be
submitted to arbitration in accordance with this Agreement's terms.
17. All premiums, taxes and fees collected by General Agency on the
Policies are the Company's property, and will be held by General Agency in a
fiduciary capacity in trust for Company until delivered to the Company. The
keeping of an account with General Agency on Company's behalf, as a creditor and
debtor account, is declared a record memorandum of business transacted, and
neither such keeping of account nor alteration in commission amount, nor failure
to enforce prompt remittance, compromise, settlement, declaration of balance of
account nor suspension or cancellation of this General Agency Agreement shall be
held to waive assertion of the fiduciary relationship as to premiums collected
by General Agency. General Agency will retain the income from any such funds it
holds in trust for the Company. The right of General Agency or any other person
to receive Commissions shall at all times be subordinate to the Company's right
to offset or apply Commissions, against any indebtedness of General Agency to
the Company. This right of offset shall also apply against any liability
incurred by the Company to any person by reason of any negligent or unauthorized
acts committed by General Agency.
18. General Agency will maintain a complete record of all transactions
involving the Company and the Policyholders, including records of all Policies,
endorsements and modifications issued by the Company, billing and accounting
transactions and notices of all claims or occurrences representing potential
claims. These accounting and underwriting records will be subject to inspection
or audit by the Company at any reasonable time during this Agreement's term and
for 3 years after its termination.
19. The Company's policy on checks returned for non-sufficient funds
("NSF") is:
(a) If a Policyholder makes a down payment on a renewal policy with
an NSF check, the Company will flat cancel the Policy. If a Policyholder makes
an installment payment on a Policy in effect with an NSF check, the Company will
cancel the Policy at the date of earned equity.
(b) If General Agency makes a down payment or an installment payment
on a Policy in effect with an NSF check, the Company will re-deposit the check
one time. If the check is returned a second time, the Company will flat cancel
the Policy if the check was for a down payment and cancel at the date of the
earned equity if the check was for an installment premium. Further, if a General
Agency makes a payment to the Company with an NSF check, the General Agency's
authority under this Agreement will be suspended until the Company is reimbursed
the amount of the NSF check plus any related bank charges.
(c) If a Policyholder makes a premium or other payment on a Policy
to General Agency by an NSF check and General Agency has sent an agency check to
the Company on that Policy, General Agency must notify the Company about the NSF
check in writing within 30 days of the Policy's effective date and send the
Company a copy of both sides of the NSF. When the Company receives the notice
and the check copy, the Company will flat cancel the Policy if the check was for
a down payment and cancel at the date of the earned equity if the check was for
an installment premium. General Agency must deliver both a timely notice and the
check copy in order to be reimbursed from the return premium.
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INDEPENDENT CONTRACTOR STATUS
20. The parties' intent as stated in this Agreement is best served when
General Agency is an independent contractor for all purposes. As an independent
contractor, General Agency has the right to exercise independent judgment as to
time, place and manner of soliciting insurance applications, servicing
Policyholders, and otherwise carrying out this Agreement's provisions.
Furthermore, General Agency will pay all expenses in connection with its General
Agency and has no authority to incur any indebtedness on behalf of Company.
21. This agency appointment is not exclusive. General Agency is an
independent insurance agency. General Agency may represent other insurance
companies and the Company may appoint other insurance agents.
NOTIFICATION TO THE COMPANY
22. General Agency will forward to the Company copies of all binders,
policies, certificates, renewals and endorsements issued by General Agency, and
will otherwise notify Company of all liability accepted within 10 days following
the effective date of the liability or change.
23. Any risk that General Agency submits to the Company for approval
because General Agency does not have the authority to bind or quote that risk by
this Agreement or the Company's Underwriting Guide or underwriting program, and
which the Company approves for quote, must be reported to the Company the same
day that General Agency accepts the potential Policyholder's application.
24. General Agency will report to the Company all actual and potential
claims on a Policy. This report will be made in writing no later than the end of
the business day following the day that General Agency receives notice of the
claim, regardless of how the notice is obtained or received. General Agency will
forward to the Company immediately all proofs of loss, notice-of-claim letters,
summons and complaint and other legal papers or documents relating to such a
claim.
OWNERSHIP OF EXPIRATIONS
25. If, upon cancellation of this Agreement, General Agency has promptly
accounted for and paid to the Company all premiums and other monies and
securities collected or held for or on behalf of Company for which General
Agency may be liable, and General Agency is not otherwise in default of this
Agreement, then the records of General Agency and the use and control of
expirations shall remain the property of General Agency. Otherwise, the right
and title to the records and the use and control of ownership of expirations
shall be vested in the Company for sale, use or disposal as it deems fit to
reduce the amount of indebtedness. To this end, General Agency grants the
Company a security interest in the Policies' expirations.
26. Regardless of who owns control of the expirations, the parties
recognize that the Policyholder, who pays the premium, ultimately decides who
services and underwrites their insurance. Therefore, despite the language
regarding the property rights and the expiration dates of Policies, the decision
of the Policyholder reflects the ultimate proprietary interest of expirations.
TERMINATION AND SUSPENSION
27. This Agreement will terminate if at least one of the following occurs:
(a) The Company ceases to write insurance in the state(s) identified
in the preamble.
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(b) A party gives 60 days' advance written notice to the other,
without assigning cause.
(c) Automatically if any public authority cancels, suspends or
declines to renew General Agency's license or Certificate of Authority, written
notice of which General Agency must give to the Company by the end of the
business day following the date of the act in question.
(d) Automatically on the effective date of sale, transfer, or merger
of General Agency's business, unless the Company has agreed to appoint the
successor as its general agent as provided in this Agreement.
(e) Automatically upon attachment of General Agency's business,
records or accounts pursuant to any order of court or regulatory official.
(f) Automatically if any federal or state insolvency proceeding is
started by or against either party, which proceeding is not dismissed within 30
days of its filing.
(g) Immediately upon either party giving written notice to the other
in the event of abandonment, fraud, or gross and willful misconduct on the part
of such other party.
(h) Upon General Agency's default in its payment or performance
obligations under this Agreement, in which case the Company may immediately
terminate this Agreement without notice and be relieved of any further
obligation to the General Agency.
28. On the occurrence of Items (c) through (h), the Company has the option
of immediately suspending all or any part of the authority given to General
Agency under this Agreement, instead of terminating the Agreement. The Company
will notify General Agent of any such suspension in writing. General Agent's
authority under this Agreement then will be subject to the terms of the notice
of suspension. The decision to suspend rather than terminate this Agreement is
in the Company's sole discretion. The right to exercise this alternative does
not effect the Company's right to terminate this Agreement. Suspension is not a
pre-requisite for termination.
29. Any unused policies, certificates, endorsements or binders, and other
unused supplied containing the Company's name and/or logo trademark, shall
remain the Company's property and shall be accounted for and surrendered by
General Agency to Company on demand.
GENERAL AGENCY'S OBLIGATIONS AFTER TERMINATION
30. If upon this Agreement's termination, General Agency is entitled to
the ownership, use and control of expirations, the Company at General Agency's
election will continue outstanding insurance in force until the normal
expirations of such insurance subject to the following:
(a) The Company reserves all of its rights to cancel Policies
continued in force for non-payment of premium or for underwriting reasons.
(b) General Agency shall continue to service the outstanding
Policies, process non-renewal notices and endorse the Policies.
(c) With respect only to the servicing of Policies continued in
force after the termination of this Agreement, General Agency shall continue to
be the Company's recognized representative, subject to all of this Agreement's
provisions, except that General Agency shall not, without the Company's prior
approval, increase or extend the term or condition of any Policies.
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(d) All premiums are promptly accounted for and paid to the Company
by General Agency.
(e) The Policyholder has the ultimate right to decide who writes
their insurance.
INDEMNIFICATION
31. The Company will indemnify General Agency against liability, including
the cost of defense and settlements, imposed by law for damages sustained by
Policyholders and caused by the Company's acts or omissions, provided General
Agency has not caused or contributed to such liability by any act or omission.
General Agency will notify the Company promptly of any claim or suit against
General Agency and cooperate and participate with Company in any investigation,
settlement or defense of the claim or suit.
32. General Agency will indemnify the Company for any damages resulting
directly or indirectly from General Agency's negligence, acts or omissions, any
violations of any insurance law or insurance department regulation and/or breach
of General Agency's obligations under this Agreement. The Company will notify
General Agency promptly of any claim or suit against the Company and cooperate
and participate with General Agency in any investigation, settlement or defense
of the claim or suit.
33. General Agency will maintain the following kinds of insurance in at
least the amount indicated and provide proof of such coverage upon request by
the Company:
Comprehensive General Liability $500,000/occurrence
Professional Errors and Omissions $1,000,000/each claim and in the
aggregate
GENERAL PROVISIONS
34. The Company shall not be responsible for expenses incurred by General
Agency, whether on General Agency or the Company's behalf, unless previously
authorized by the Company in writing.
35. If there is a conflict between this document and any Addendum to this
document, the Addendum will govern.
36. Where local usage or insurance law uses terms such as "producer' or
"broker' instead of "agent" this Agreement is to be read so as to substitute the
local usage term without other change in the express or implied meaning of its
terms.
37. General Agency shall not broadcast, publish or distribute any
advertising materials or other matters, including marks or logos, referring to
the Company or to the Company's Policies or contracts of insurance, without
first securing written approval from an officer of the Company.
38. The Company alone may revise this Agreement after it gives General
Agency no less than 60 days advance written notice describing the revision and
its effective date. In the interest of proper recordation, but not as a
condition to the effectiveness of the revision, the parties will confirm in
writing and sign any revision of the Agreement.
39. The Company may immediately discontinue any product line described in
this Agreement without liability to General Agency. The discontinuance of any
product line will not by itself result in a termination or suspension of this
Agreement.
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40. Upon suspension of General Agency's authority or termination of this
Agreement, the Company may, at its sole discretion, seek to collect premiums
directly from any producing agency or from the insured.
41. General Agency will notify the Company in writing of its intent to
sell, merge or otherwise transfer all or part ownership of its insurance agency
or its interest in the Policy expirations. This notice will be given as soon as
practicable but not less than 30 days prior to the effective date of any such
proposed transaction. At its sole discretion, the Company may assign this
Agreement to the successor, enter into a new Agency Agreement with the
successor, or terminate this Agreement.
42. General Agency may not assign this Agreement without the Company's
express written consent.
43. If the Company finds it necessary to perform any duty that this
Agreement otherwise imposes on General Agency, or by course of conduct to
continue to service the outstanding contracts of insurance, General Agency shall
be liable for all of the Company's reasonable resulting costs, including
attorney fees.
44. Any of General Agency's individual stockholders who are also its
officers jointly and severally guarantee all of General Agent's payment and
performance obligations under this Agreement.
45. There are no promises, agreements, or understandings between the
parties other than those contained in this Agreement. This Agreement supercedes
all prior agreements between the parties. This Agreement can only be amended in
writing signed by an officer of each party.
46. Notices under this Agreement shall be given by delivering or mailing a
copy to the party entitled to notice. Notice by mail shall be deemed
sufficiently given when mailed by certified mail, postage prepaid, addressed to
a party at its last known address.
47. General Agency shall comply with all applicable laws or regulations of
the state(s) in which it may operate with respect to the procurement and
placement of insurance and shall provide the appointing authority in each state
with all required filings, affidavits, and reports.
48. General Agent will collect and to pay all premium taxes or other
required taxes or fees relating to any Policy that may become due any taxing
authority within the boundaries of any state or commonwealth.
49. If any dispute or disagreement shall arise in connection with any
interpretation of this Agreement, its performance or nonperformance, or the
figures or calculations used, the parties shall make every effort to meet
informally and settle such dispute in good faith. However, if this fails to
resolve the dispute, then the differences shall be submitted for arbitration to
three disinterested executive officers of property and casualty insurance
companies incorporated in the United States, one to be chosen by Company, one by
General Agency, and the third by the two so chosen. A decision of the majority
of the three shall in each case be final. The arbitrators shall be required to
decide matters submitted to them upon the customs and usages of the business in
a spirit of equity rather than of technicalities or legal requirements. Each
party shall pay the expense of its own arbitrator and 50% of the expense of the
third arbitrator. Unless otherwise agreed by the parties, arbitration shall be
conducted in Southfield, Michigan. No arbitration is required with respect to
Premiums due the Company and the Company can proceed with civil action without
arbitration.
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50. If a conflict exists as to which general agency is authorized to
represent an existing or prospective Policyholder with respect to a Policy, the
Policyholder's written statement designating their agent and the Company's
general agency shall control.
51. The Company reserves the right to directly cancel any Policy or binder
at any time. The Company shall notify General Agency in writing of any such
cancellation.
52. It is the Company's responsibility to notify the insured of Policy
expiration and send notice of nonrenewal when the law requires such a notice.
53. Upon request by the Company, General Agency shall submit to General
Agency a financial statement of condition.
54. Michigan law governs this Agreement. If, however, the insurance law
governing the relationship between an insurer and its agent in the state
identified in the preamble to this Agreement provides different time periods or
otherwise contradicts some term in this Agreement, that state law governs.
55. Federal and state financial services privacy laws govern how the
parties must protect the privacy of current and potential Policyholders'
personal nonpublic information. The Company's "Privacy Policy" is attached to
this Agreement. The Company, General Agency and all of General Agency's
sub-agents will each handle this personal nonpublic information with the
standard of care and confidentiality described in the Privacy Policy, and in
compliance with applicable law. General Agency and all of General Agency's
sub-agents will follow the Privacy Policy in all of its actions on the Company's
behalf. When General Agency or one of General Agency's sub-agents acts at the
Company's request concerning a current or potential Policyholder, that party
will deal only with third parties that comply with these privacy laws in the way
in which they handle this personal nonpublic information. Neither General Agency
nor any of its sub-agents will share personal nonpublic information about the
Company's Policyholders with any third person.
56. Upon request by the Company, General Agency shall sign a UCC financing
statement reflecting the Company's security interest in the expirations.
NORTH POINTE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Dated: March 24, 2003 Its: General Counsel
INSURANCE BROKERS OF INDIANA INC.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------
Dated: 3/27/03 Its: President
"GUARANTOR(s)"
Dated: 3/27/03 /s/ Xxxxxxx Xxxxxxx
------------------------------
Dated: March 27, 2003 /s/ Xxxxx X. Xxxxxx
------------------------------
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COMMISSION ADDENDUM
This Addendum is part of and amends the terms of the GENERAL AGENCY
AGREEMENT between NORTH POINTE INSURANCE COMPANY ("Company") and INSURANCE
BROKERS OF INDIANA INC., ("General Agency"). Capitalized terms have the same
definitions as are found in the General Agency Agreement.
Unless otherwise determined by the Company on an individual risk basis,
the Company will pay General Agency the following Commission rates:
RATE
----
Commercial Lines 22.5%
Non-standard Homeowners 22.5%
Vacancy Program 22.5%
These commissions apply to business developed by General Agency and its
subagents. Business produced by the Company's own direct agents is not governed
by this Agreement.
NORTH POINTE INSURANCE COMPANY
Dated: March 24, 2003 By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Its: General Counsel
INSURANCE BROKERS OF INDIANA INC.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Dated: 3/27/03 Its: President
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BINDING AUTHORITY ADDENDUM
(PERSONAL LINES ONLY)
This Addendum is part of and amends the terms of the GENERAL AGENCY
AGREEMENT between NORTH POINTE INSURANCE COMPANY ("Company") and INSURANCE
BROKERS OF INDIANA INC. ("General Agency"). Capitalized terms have the same
definitions as are found in the General Agency Agreement.
1. The Company grants General Agency authority to bind risks in the
PERSONAL LINES of insurance business identified in the Agency Agreement.
2. General Agent's sub-agents are not granted binding authority. The
sub-agents will submit applications to the General Agency for binding.
3. For each risk General Agency binds, it will submit to the Company (a) a
copy of the binder issued by General Agency, (b) the prospective Policyholders
application for insurance and (c) the premium payment (or down payment if the
Policy is to be paid on in installment basis) in the form of an agency check,
Policyholders check, agency check or a money order. The Company must receive
these materials within 20 business days of the requested effective date for
homeowners insurance, and 48 hours of the requested effective date for
automobile insurance. Binders received after these time limits will be effective
as of the date received in the Company's office.
4. Where General Agency is binding homeowners insurance, a photograph of
the insured property must accompany the binder and the premium payment.
5. The Company may review, approve, reject, re-rate or quote alternatives
to issued binders or applications received from General Agency, at the Company's
sole discretion.
6. The Company will prepare and issue Policies, endorsements and other
necessary documents that will be forwarded to General Agency and to sub-agents
for delivery to the Policyholder on business accepted by the Company.
7. The Company may terminate this binding authority at any time upon 30
days written notice to General Agency.
NORTH POINTE INSURANCE COMPANY
Dated: March 24, 2003 By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Its: General Counsel
INSURANCE BROKERS OF INDIANA INC.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Dated: 3/27/03 Its: President
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COMPANY BILLED POLICIES ADDENDUM
This Addendum is part of and amends the terms of the GENERAL AGENCY
AGREEMENT between NORTH POINTE INSURANCE COMPANY ("Company") and INSURANCE
BROKERS OF INDIANA INC. ("General Agency"). Capitalized terms have the same
definitions as are found in the General Agency Agreement.
1. The Company will xxxx ALL Policyholders for premiums on their Policies
on a direct-xxxx basis.
2. General Agency's name will be displayed on all Company xxxxxxxx,
renewal policies and renewal certificates, in type no smaller than produced by
Company's data processing equipment.
3. The Company will send General Agency copies of all bills, underwriting
requests, recommendations, audits, cancellation notices and other written
communications that it sends to the insured.
4. The Company will prepare itemized Commission Statements in accordance
with Company records, which will be sent to General Agency on a monthly basis.
5. The balance due shown in a Commission Statement will be paid to General
Agency not later than 30 days following the date the statement was prepared.
6. Omission of any item(s) from a monthly statement will not relieve
either party of the responsibility to account for and pay all amounts due the
other, nor will it prejudice the right of either party to collect all such
amounts due from the other.
7. If the Company uses records relating to the Policies, including names
of Policyholders and expiration dates, for purposes of soliciting the sale of
other insurance products or services, General Agency will be entitled to a
reasonable commission or fee, where permitted by law, on any resulting sales.
8. If this Agreement terminates, provided General Agency is entitled to
the Policies' expirations and records pursuant to the General Agency Agreement,
the Company will notify all Company billed Policyholders at least 30 days prior
to renewal date of its intent not to renew their policies, and will furnish
General Agency a record of in-force billed Policies, including expiration dates
and policy numbers.
NORTH POINTE INSURANCE COMPANY
Dated: March 24, 2003 By:/s/ Xxxxxxx X. Xxxxx
-------------------------------
Its: General Counsel
INSURANCE BROKERS OF INDIANA INC.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Dated: 3/27/03 Its: President
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