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EXHIBIT 10.20
NORTH POINTE AGENCY AGREEMENT
This
Agreement, dated June 1, 2004, is between:
[X] NORTH POINTE
INSURANCE COMPANY, a Michigan insurer
[X] NORTH POINTE
CASUALTY INSURANCE COMPANY, a Florida insurer
of 10199 Southside Boulevard, Suite 200,
Jacksonville, FL 32256 (each insurer
named above, "Company") and AMELIA
UNDERWRITERS, INC., of 2384 Sadler Road,
Fernandina Beach, FL 32034 ("Agent"), whose
Agent Code is #FL010.
In
consideration of the terms of this document and any of the
following
Addenda to this document:
Commission Addendum
Binding Authority Addendum
Company-Billed Policies Addendum
Wholesale Agency Addendum
Privacy Policy Addendum
Contingent Commission Addendum
(collectively, "Agreement"), the parties
agree as follows:
APPOINTMENT AND AUTHORITY
1. The Company appoints
Agent as its insurance agent. The Company grants
Agent the
authority to solicit and deliver insurance applications,
policies,
certificates and endorsements, and provide all of the customary
services
of an insurance agent on all contracts of insurance accepted by
the
Company from Agent.
2. Agent is authorized to
write business only in the line(s) noted:
Commercial lines
Personal lines - Automobile
Personal lines - Homeowners/Dwelling Fire
Horse Mortality
3. The policies solicited
by Agent 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."
4. Agent is not
authorized to bind or cancel Policies, or alter Policies,
binders or
any other documents issued by the Company by endorsement or
otherwise.
The Company's receipt of an application for insurance and/or a
premium
payment does not automatically constitute binding coverage.
Agent
may not
represent otherwise to any person.
5. Agent is not
authorized to act as a wholesale agent or otherwise solicit
Policies
through the use of sub-agents, unless the parties have executed
a
Wholesale
Agency Addendum or the Company otherwise has granted this
authority
to Agent in writing.
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6. This agency
appointment is not exclusive. Agent is an independent
insurance
agent. Agent may represent other insurance companies and the
Company
may appoint other insurance agents.
7. Agent 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 Agent. The Company may amend these guidelines and
directives
at any time.
8. Agent will report to
Company no later than 10 days after the requested
effective
date all endorsements, cancellations, renewals and similar
actions
that affect or change a risk previously bound with the Company.
9. Agent 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. The Company may inspect and audit
these
records at
any reasonable time.
10. Agent will maintain Errors
and Omissions Insurance in an amount, form and
with a
carrier reasonably acceptable to the Company.
PREMIUMS AND COMMISSIONS
11. The Policies will be either
Agent-billed or Company-billed depending on
the line
of business and the billing Addendum to that effect between the
parties.
The Company may change this Agreement's billing provisions at
its
discretion.
12. Agent will hold any
premiums, taxes, fees and audit premiums on any Policy
that Agent
receives under any circumstances as the Company's trustee, and
will hold
any such monies in trust for the Company's benefit in a
properly
maintained
fiduciary account. Agent will retain the income from any such
funds it
holds in trust for the Company.
13. Agent will be liable to the
Company for all premiums due on a Policy that
Agent
receives.
14. This is the Company's policy
on checks returned for non-sufficient funds
("NSF"):
a.
If a
Policyholder makes a down payment on a renewal policy with an
NSF check, the Company will flat cancel the Policy.
b.
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.
c.
If Agent
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.
d.
If a
Policyholder makes a premium or other payment on a Policy to
Agent by an NSF check and Agent has sent an agency check to the
Company on that Policy, Agent 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 check. 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
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earned equity if the check was for an installment premium.
Agent
must deliver both a timely notice and the check copy in order to
be
reimbursed from the return premium.
15. The Company will bill
Policyholders directly for amounts due on
installment premiums due the Company. If a Policyholder sends
an
installment or any other direct billed premium payment to Agent,
Agent
will remit
that premium to the Company immediately upon receipt.
16. The Company will pay Agent
commissions at the rate stated on this
Agreement's Commission Addendum. Special commission rates may
be
negotiated
via mutual agreement between the Agent and the Company. The
Company
may modify this Addendum at any time by providing 30 days prior
written
notice to Agent. The commissions fully compensate Agent for its
services
under this Agreement. The Company is not responsible for
Agent's
expenses.
17. If a Policy is cancelled
with a return of unearned premium or if a
Policy's
premiums are reduced during its term, Agent will refund to the
Company
the commission it received on the returned or reduced premium,
calculated
on a pro rata basis at the rate at which the commission was
originally
paid. Agent will pay the refund within 10 days after the
Company's written notice to Agent.
This obligation survives this
Agreement's termination.
18. The Company may, in its sole
discretion, offset any payment due from Agent
under this
Agreement against any commissions due to Agent from the
Company.
19. At its option, the Company
may relieve Agent of the responsibility for
collecting
premiums resulting from audits on cancelled Policies or on
audit
Policies not renewed by Agent where Agent notifies the Company
in
writing
within 30 days of initial billing date on audit Policies that
the
premiums
cannot be collected by Agent, and submits written evidence of
its
attempts
to collect these monies. The Company will not pay a commission
to
Agent on
any premium balance for which the Company accepts collection
responsibility, including audits billed directly to Policyholders
by the
Company.
CLAIMS
20. Agent 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 Agent receives notice of the claim,
regardless
of how the notice is obtained or received. Agent 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.
21. Agent is not authorized to
respond to claims made on a Policy. Agent 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.
AGENT'S SUCCESSOR
22. Agent 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.
23. Agent may not assign this
Agreement without the Company's express written
consent.
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TERMINATION
24. This Agreement will
terminate if (any one):
a.
A party
gives 60 days' advance written notice to the other, without
assigning cause.
b.
Automatically, if Agent's license or certificate of authority
is
terminated, written notice of which Agent must give to the
Company
by the end of the business day following the date of
termination.
c.
Automatically, on the effective date of the sale or transfer to,
or
merger with a successor of Agent's business, unless the Company
has
agreed to appoint the successor as an insurance agent as
provided
above.
d.
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.
e.
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, in which case (unless otherwise
agreed
to by the Company) Agent's authority under this Agreement is
immediately revoked.
f.
Upon
Agent's default in its payment or performance obligations under
this Agreement, in which case the Company immediately terminate
this
Agreement without notice and be relieved of any further
obligation
to Agent (while retaining the right to suspend Agent's authority
of
Agent on terms Company may provide in its sole discretion).
25. If this Agreement is
terminated pursuant to subparagraph (a) above, the
Company
will service the unexpired Policies, and arrange for
appropriate
underwriting, claims, inspection, premium audit and other
necessary
services
on these Policies. At Agent's request, the Company will provide
the Agent
with a complete list of existing direct billed Policies,
including
expiration dates, together with other information on the
Policies
contained in the Company's records as may reasonably be
provided.
The
Agent's authority to write or submit any new business on behalf of
the
Company
shall be terminated upon receipt of the written notice.
26. During this Agreement's
term, both Agent and the Company will have the
rights to
the Policies' expirations and records. If this Agreement
termina
