EXHIBIT 10.19
[NORTH POINTE INSURANCE CO. LOGO]
May 30, 2000
Xxxxx Xxxxxxx
CSAC Agency
0000 X Xxxxxxx Xxxxxxx
Xxxxxxx XX 00000
Dear Mr. Xxxxxxx:
Thank you for your interest in the North Pointe Insurance Company auto
insurance program. Enclosed please find an Agency Agreement, which requires the
signature of a managing representative of your agency. Please return the Agency
Agreement as soon as possible. A completed copy will be returned to you for your
records.
We welcome your interest in the North Pointe auto insurance program and
look forward to a long and profitable relationship.
Sincerely,
/s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
Agency Licensing Administrator
Enclosures
P.O. Box 2223, Southfield, MI 48037-2223 - 00000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000-1656 (000) 000-00000 - (000) 000-0000 - Fax (000) 000-0000
NORTH POINTE INSURANCE COMPANY
PERSONAL LINES AGENCY AGREEMENT
This AGENT AGREEMENT, entered into on May 30, 2000, by and between NORTH
POINTE INSURANCE COMPANY, 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx
00000 ("Company") and CSAC AGENCY, 0000 X Xxxxxxx Xxxxxxx, Xxxxxxx XX 00000
("Agent").
WITNESSETH
In consideration of the mutual covenants, conditions and agreements herein
contained, the Company and the Agent agree as follows:
ARTICLE I
AUTHORITY OF THE AGENT
A. The Company grants authority to the Agent to solicit no-fault auto
insurance on behalf of the Company, subject always to acceptance by the
Company.
B. Agent is granted authority to bind no-fault auto insurance policies in the
State of Michigan. Agent is specifically PROHIBITED and NOT AUTHORIZED to
alter, by endorsement or otherwise, insurance policies, binders or any
other documents duly issued by the Company.
C. Agent shall submit to the Company the appropriate copy of any and all
binders issued by the Agent together with the applications for no-fault
auto insurance. The Company may, at its sole discretion, elect to review,
approve, reject, re-rate or quote alternatives to such applications. The
Company shall prepare and issue policies, endorsements and other necessary
documents which shall be forwarded to the Agent for delivery to the
insured on business accepted by the Company.
Agent shall have NO AUTHORITY to execute any policies, endorsements or
documents other than binders.
ARTICLE II
PREMIUM REPORTING AND ACCOUNTING
A. Agent shall be liable to the Company for all premium due the Company on
insurance written through the Agent, except as hereinafter set forth. If
the Agent is paid by an insured whose check is returned for "Non
Sufficient Funds" (NSF), in that event, if a copy of both sides of the NSF
check is returned to the Company, within thirty (30) days of the effective
date of the policy, the Company will cancel the insured's policy flat.
B. All premiums collected by the Agent on business placed with the Company is
the property of the Company and shall be held by the Agent in trust m a
properly maintained fiduciary account. Agent shall make no deductions
therefrom before making payment to the Company.
C. On all business placed by or through the Agent, Agent shall remit to the
Company gross premiums, within forty-eight (48) hours after issuance of a
binder, with the application and copy of binder. Agent will also be
responsible to remit any and all gross installment premiums or the down
payment of a Company financed premium collected by the Agent.
P.O. Box 2223, Southfield, MI 48037-2223 - 00000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000-1656 (000) 000-00000 - (000) 000-0000 - Fax (000) 000-0000
D. The Company will bill directly to policyholders for amounts due on
installment premiums due the Company. Agent shall be governed by Article
II. B. and C. in the event a renewal or installment payment is made to the
Agent by a policyholder.
E. If an insured under a policy placed by or through the Agent is entitled to
the return of premium due to policy cancellation, audit or for any other
reason, Agent shall (either during the continuance of this Agreement or
after its termination) refund and return commission paid to the Agent on
that portion of the returned premium, within ten (10) days after notice to
the Agent of the return of premium. The Company may, in its sole
discretion, offset the return commission against any Agent commissions
payable by the Company.
F. It is agreed that, if any additional premium developed by audit is charged
and billed by the Company, and such additional premium cannot be collected
by the Agent, the Company, at its sole option, may relieve the Agent of
responsibility for the payment of such premium to the Company as
aforesaid, provided that the Agent gives written notice thereof to the
Company in writing within sixty (60) days of the Company's billing date
appearing on the Premium Adjustment Statement. Upon receiving such notice,
the Company may undertake direct collection from the insured of the gross
amount of premium due, and no commissions will be payable to the Agent on
such additional audit gross premium when collected directly by the
Company.
ARTICLE III
POLICY REPORTING AND MAINTAINING RECORDS
Agent shall maintain a complete separate record of all transactions
involving the Company and its 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. All such records shall be open to inspection by the Company or its
authorized representative upon reasonable notice.
ARTICLE IV
COMMISSIONS
A. The commissions payable hereunder by the Company to the Agent are shown in
the Schedule of Commissions set forth in Addendum A attached hereto and
incorporated by reference herein and as modified in writing and executed
by both parties from time to time. Commissions will be paid on the 15th
day of that month which follows receipt of the gross premium remittance
from the Agent, or from a premium finance company, as the case, may be.
Commissions payable are determined by applying the commissions set forth
in Addendum A to the gross premium credited for the month in question.
(This may vary from the gross premium received in the event of prepayment
on direct billed policies.)
ARTICLE V
REPORTING OF CLAIMS AND OCCURRENCES
Agent shall report to the Company all claims involving coverages placed
with the Company reported to the Agent, and all occurrences or potential claims,
immediately upon receipt of such notice, however obtained or received; and shall
forward to the Company immediately all letters, legal documents or other written
information.
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ARTICLE VI
INDEMNIFICATION
Agent agrees to indemnify and hold the Company harmless for any
settlements, verdicts, judgments, or arbitration awards which the Company may
become obligated to pay as a result of the negligence of the Agent, or any acts,
representations or omissions which are beyond the scope of the Agents' express
authority as set forth in this Agreement. Agent agrees to reimburse the Company
for any and all such settlements, verdicts, judgments or arbitration awards and
to reimburse the Company for attorney fees and expenses, adjusting and
administrative expenses, and court costs incurred in the defense of any such
claims.
The Company agrees to indemnify and hold Agent harmless for any
settlement, verdicts, judgments, or arbitration awards which Agent may become
obligated to pay as a result of the negligence of Company. The Company agrees to
reimburse Agent for any and all such settlements, verdicts, judgments, or
arbitration awards and to reimburse Agent for attorney fees and expenses, and
court costs incurred in the defense of any such claims.
ARTICLE VII
OTHER TERMS AND CONDITIONS
A. The Company shall not be responsible for any expenses of Agent whatsoever,
nor for any claim adjustment fees or expenses incurred by the Agent
without the prior express written consent of the Company.
B. All policy forms, rate manuals, and similar supplies furnished to the
Agent by the Company shall remain the property of the Company and shall be
returned to the Company promptly upon demand.
C. Agent is required and agrees to maintain Errors and Omissions Insurance in
an amount, form and with a carrier acceptable to the Company.
D. This Agreement shall terminate:
(1) Automatically, without notice, in the event and effective upon the
Agent's license or authorization to engage in any insurance business
is terminated or suspended by any public authority. Agent xxxxxx
agrees to provide the Company written notice of any such termination
or suspension immediately upon receiving such information.
(2) Automatically on the effective date of the sale or transfer of the
Agent's business or consolidation with a successor firm, unless the
Company agrees in writing to its assignment.
(3) Automatically, if either party makes an assignment for the benefit
of creditors, or upon the filing, by or against either party, of a
petition of insolvency, receivership, or bankruptcy or any other
proceeding for a creditor's settlement of that party's debts.
(4) At any time upon thirty (30) days' written notice by either party to
the other, WITHOUT ASSIGNING CAUSE, and upon any termination each
party hereby WAIVES any claim against the other for loss of
prospective profits.
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E. In the event of termination of the Agreement, Agent's records, use and
control of expirations shall remain the property of Agent, provided Agent
shall promptly account for and pay to the Company all premiums for which
Agent may be liable. If Agent fails to do so within 30 days of termination
of this Agreement, the records, use and control of expirations shall be
vested exclusively in the Company.
F. The provisions set forth in any article or paragraph of this Agreement are
considered separable, and if for any reason any of them shall be held to
be unenforceable, such holding shall not have any effect whatsoever on the
enforceability of any other article or a sub-part thereof.
G. No delay or omission by any party in exercising any right shall operate as
a waiver of such right or of any other right in the future. No party shall
be deemed to have waived any of it rights hereunder unless such waiver is
in writing and signed by the parties.
H. This Agreement may not be assigned by the Agent without the express
written consent of the Company.
I. The terms of this Agreement shall be governed by the laws of the State of
Michigan.
X. Because of the confidential nature of the business relationship between
the parties, the parties agree, except where required by law, to maintain
in confidence and not disclose to any third parties the contents of this
Agreement, amendments or other business dealings between the parties.
IN WITNESS WHEREOF, the Company and the Agent have executed this Agreement
this 29th day of May, 2000.
FOR THE COMPANY FOR THE AGENT
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------- -------------------------------
Title: Vice President Title: Manager, CSAC Agency
Witness: /s/ Xxxxxxxx Xxxxxx Witness: /s/ Xxxxxxxx Xxxxxx
------------------- ---------------------------
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ADDENDUM A
This Addendum is to be attached to and be a part of the PERSONAL LINES
AGENCY AGREEMENT dated May 30, 2000, by and between NORTH POINTE INSURANCE
COMPANY ("Company") and CSAC Agency, 0000 X Xxxxxxx Xxxxxxx, Xxxxxxx XX 00000
("Agent").
SCHEDULE OF COMMISSIONS
Unless otherwise determined by the Company on an individual risk basis,
the following are the Commission rates payable to Agent for personal lines of
insurance:
Line of Business Commission Rate Commission Rate
Private Passenger Automobile 16%
IN WITNESS WHEREOF, the Company and Agent have executed this Addendum this
29th day of May, 2000.
FOR THE COMPANY FOR THE AGENT
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------- -------------------------------
Title: Vice President Title: Manager, CSAC Agency
Witness: /s/ Xxxxxxxx Xxxxxx Witness: /s/ Xxxxxxxx Xxxxxx
------------------- ---------------------------
P.O. Box 2223, Southfield, MI 48037-2223 - 00000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000-1656 (000) 000-00000 - (000) 000-0000 - Fax (000) 000-0000