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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 28819 Franklin
Road, Southfield,
MI 48034 ("Company') and INSURANCE BROKERS OF INDIANA INC., of
400 Camby Court,
PO Box 190, Greenwood, IN 46142-0190 ("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.
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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,
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