EXHIBIT 10.116
PRODUCER - COMPANY AGREEMENT
THIS AGREEMENT, made this 15th day of May, 1996, by and between REGIONAL
BENEFITS INSURANCE SERVICES (hereinafter referred to as the "Company"), and HULL
& CO., INC. (hereinafter referred to as the "Producer").
The parties hereto agree as follows:
1. The Producer is an independent contractor, not an employee of the
Company subject to requirements imposed by law, the terms of this agreement and
its addenda, and the maximum premium limits and underwriting rules and
regulations of the insurance carriers to whom business will be submitted by
Company.
2. The Company hereby grants authority, and that authority only, to the
Producer in the State of Florida, to solicit and accept applications for Florida
Workers' Compensation and Employers Liability Insurance, and Accident and Health
to collect and receipt for premiums thereon.
3. The Producer agrees to keep a true and complete record and account for
all business transacted for or on behalf of the Company, and to report all risks
assumed and forward all applications to the Company for acceptance within 24
hours after the effective date thereof.
4. The Producer agrees that all monies or funds of the Company from
whatever source received, and all premiums collected on policies issued through
the Company, less only the commissions on such premiums as provided in writing
by the Company at the time the insurance is effective, shall be held as a
fiduciary trust and be paid to the Company, as hereinafter provided or on demand
and shall not be used for any other purpose whatsoever.
5. The Producer agrees that any credit extended for the payment of
premiums shall be at the sole risk of the Producer, and that the Producer will
account for and pay over to the Company all premiums on such business and will
remit premiums and render account reports to the Company not later than 45 days
following the end of the month after Company billing for new premiums,
additional premiums, renewal premiums and additional premiums developed by
audit. The Producer shall not offset balances due under one contract with any
offset due under any other contract. The Producer may be relieved from
responsibility for payment of uncollectible workers' compensation final audits
by turning back said final audits to Company for direct collection within 45
days from the date of receipt of said final audit. Producer may be relieved of
responsibility for payment of final workers' compensation audit billings caused
by fraudulent reporting provided that Producer provides Company documentary
evidence of such fraudulent reporting within 30 days from the date of receipt of
the final workers' compensation audit billing. No commission will be paid on
amounts turned back to Company for direct collection and failure to timely turn
back said final audits will not relieve Producer from liability for the premium.
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6. The omission of any item(s) from a monthly statement shall not affect
the responsibility of either party to account for and pay all amounts due the
other, nor shall it prejudice the rights of either party to collect all such
amounts due from the other.
7. The Producer is authorized to advance premiums on behalf of
policyholders, in which event the Producer accepts full responsibility for such
premiums.
8. The Producer agrees that the above terms create a guarantee by the
Producer for the Payment of all premiums under the payment terms of paragraph 5,
above.
9. The Company shall have the right to reject any application submitted by
the Producer. The Producer shall have no authority to make, add to or in any way
alter any policy of insurance or other contract affecting the Company, nor to
waive any of the Company's rights thereunder, nor appoint or terminate the
appointment of agents.
10. The Producer will:
(a) Provide all usual and customary services of an insurance
producer on all insurance contracts placed by the Producer with
the Company as well as sales, advertising, marketing, and
guaranteeing payment of premium.
(b) Exercise his authority personally or through his authorized
employees.
(c) Represent other companies.
(d) Exercise exclusive and independent control of his time and the
conduct of his producer's office.
(e) Provide Company with proof of insurance for current errors &
omissions coverage and fidelity bond.
(f) Use their best efforts to write a minimum of $4,000,000 in new
EAP, net of bad debts, during each term.
11. The Company shall not be responsible for any producer expenses,
including rent, transportation, clerical hire, fees, postage, telegrams,
telephone, advertising or any other expense in connection with the operation or
maintenance of the Producer's office, nor shall the Producer incur any expense
for claims incurred, nor shall he discharge or incur any liability whatsoever
under any policy issued through this Agreement.
12. The Company reserves the right to cancel any policy by direct notice
to the insured, and in the event the Company refunds return premiums under any
policy by reason of cancellation, rescission or otherwise, the Producer shall
immediately return to the Company the commission originally retained by him
prorated to the amount of the premium refunded.
13. This Agreement supersedes all previous agreements, whether oral or
written, between the Company and the Producer. Any amendments and changes to
this Agreement must be made in writing, signed by both Company and Producer and
specify the effective date. The Producer may not assign this Agreement directly
or indirectly in whole or in part without prior written approval of Company. In
the event of termination of this agreement, the Producer having promptly
accounted
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for and paid over premiums for which he may be liable, the Producer's billing
records and the use and control of expirations shall remain the property of the
Producer and be left in his undisputed possession; otherwise, the billing
records, use and control of all expirations of business placed with the Company
shall become vested in the Company and the Company shall have the right to
direct bill and direct collect premiums. Company will also have the right to
assign said business to replacement producers.
If in disposing of such billings and expirations, the Company does not
realize sufficient money to discharge in full the Producer's indebtedness to the
Company, the Producer shall remain liable for the balance of such indebtedness.
Any amount realized in excess of indebtedness, less expense of disposing of such
records and expirations, shall be returned to the Producer.
14. The Producer is not authorized to bind policies of insurance.
15. The term of this Agreement is one year and will be automatically
renewed for subsequent consecutive one year terms unless the notice specified
below in this paragraph is given. This Agreement may be amended at any time in
writing, signed by both Company and Producer, or it may be terminated at any
time upon written agreement, signed by both Company and Producer. The Company
may suspend the authority of the Producer during the pendency of any dispute
regarding any event of default. Company cannot amend or terminate without giving
90 days (180 days after this Agreement has been in force for a one year period)
advance written notice to the Producer except in those instances in which the
Producer has done any of the following:
(a) The Producer has violated the written underwriting rules or
regulations of the Company, which violation has misled the
Company concerning the nature or the extent of a risk.
(b) The Producer has failed to comply with the provisions of this
agreement.
(c) The Producer has failed to remit funds within 10 days after
receiving written notice that the time limits set forth in
paragraph 5 have not been met.
(d) The Producer has had his license suspended or revoked by the
Florida Commissioner of Insurance.
(e) The Producer has engaged in fraudulent acts affecting his
relationship with the Company or its insureds.
(f) The Producer becomes insolvent.
(g) The Producer fails to pay premiums to the Company when due.
16. Upon the receipt by the Producer of written notice of termination, the
Producer shall immediately remit to the Company all fiduciary funds held for the
benefit of the Company, and the Producer will forward any deposit premium
accepted thereafter immediately to the Company. The Producer shall also
immediately return to the Company all unused forms and any other property of the
Company in the Producer possession.
17. In the event that any legal action is commenced by either party to
enforce the terms of this Agreement, the prevailing party in such legal action
shall be entitled to, in addition to any other remedies provided hereunder or by
law, its reasonable attorneys' fees and costs incurred in such
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action. It is expressly agreed that any litigation related to or connected with
this Agreement shall be subject only to the jurisdiction of the courts within
the State of California, both federal and state, and no other jurisdiction. The
undersigned hereby submit to the jurisdiction of the courts of Los Angeles
County and the Federal District Court, Central District located in Los Angeles,
California.
18. The Producer must notify the Company in writing if there is a change
in ownership of 10% or more of the outstanding stock in the Producer, if there
is a change in any principal officer of the Producer, or a change of Director of
the Producer.
19. During the term of this Agreement, Company may disclose proprietary
information to Producer. Producer agrees not to ever disclose said proprietary
information to any third parties. Producer further agrees not to utilize
Company's proprietary information after the termination of this Agreement.
Producer agrees not to move business written through Company during the term of
this Agreement plus the policy year thereafter.
IN WITNESS WHEREOF, Company and Producer have caused this agreement to be
executed on the day and year first above written.
HULL & CO., INC.
(PRODUCER)
By:_________________________________
Title:______________________________
REGIONAL BENEFITS INSURANCE SERVICES
(COMPANY)
By:_________________________________
James K. Hindes
Title: Vice President
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Addendum A
COMMISSION RATES
----------------
A commission of three percent (3%) of the collected earned premium plus the NCCI
expense constant currently at $140 per policy will be paid to producer on each
Workers' Compensation Policy written by Producer.
Company and Producer will split equally (50/50) any and all commissions earned
due to the production of MetraHealth business by Producer.
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Addendum B
SPACE AGREEMENT
---------------
During the term of this Agreement, Producer will provide Company with
office space located within Producer's office (hereinafter "subject space") at
no charge to Company for one of Company's employees. Company employees will have
adequate parking available and will be given access to all necessary areas, for
example; bathrooms, kitchen and lounge area, etc., at all times.
Producer will continue to be solely responsible for maintenance of their
office space including the subject space, telecommunications and furniture they
have provided, except that Company shall be responsible for the maintenance of
its own furniture (if any) and equipment. Company will be responsible to pay for
its own furniture, equipment, computers, faxes, phones, terminals, supplies, and
mail services. Company assumes no obligations of any kind in regard to the
subject space, including, but not limited to, Producer's obligations with
respect to any lease which may be in effect during the term of this Agreement.
Producer warrants that neither the making of this Agreement nor the terms of
this Agreement violate the lease on the subject space or any other agreement.
Company will add the Producer location to all relevant policies of
insurance. No expenses, other than those which are previously agreed upon by
both parties in writing, will be charged to, or incurred on behalf of, Company
by Producer. Should the Company wish to lease additional equipment, services, or
space from Producer, said lease will be the subject of a separate agreement
after good faith negotiations.
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