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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
