EXHIBIT 23
Agency Agreement Allied
Group
Insurance
This Agreement entered this 1st day of September 1991, by and between the
undersigned insurance company or companies (hereinafter collectively called "the
Company") and ALLIED Group Insurance Marketing Company of ________________ in
the County of Polk and State if Iowa (hereinafter called "Agent").
WITNESSETH:
In consideration of the mutual covenants herein contained and other good and
valuable consideration, the parties hereto agree as follows:
I. Appointment and Authority. That, upon the terms and conditions herein set
forth, Company hereby appoints Agent its agent for the purpose of and with
authority to solicit applications for insurance and bonds, deliver and
countersign policies and endorsements thereon, deliver bonds, collect
premiums for transmission of applications for insurance and endorsements to
Company for approval and processing or disapproval, such authority to bind
Company being subject to such restrictions as may be outlined in Company
manual or otherwise imposed by Company from time to time.
Nothing contained herein shall be construed to create the relation of
employer and employee between Company and Agent. Agent shall be free to
exercise his own judgement as to persons from whom he will solicit
insurance or bonds and the time and place of solicitation, but Company may
from time to time prescribe underwriting rules and regulations respecting
the conduct of the business covered hereby (not interfering with such
freedom of action of Agent), which underwriting rules and regulations shall
be observed by Agent.
II. Commissions. Company agrees to pay Agent commissions on all premiums
remitted upon business solicited by him at the percentages determined in
accordance with the commission schedule of Company in effect at the
beginning of the policy period or term as stated in the original policy or
in any extension or renewal thereof, or inception date of a Surety Bond, or
effective date of annual or three-year premium period of a Fidelity Bond.
Provided, further, that in the event that Company is ordered (either
administratively or judicially), by any entity having appropriate
jurisdiction, to refund any premium collected hereunder, the Agent's
commission(s) must be adjusted to reflect such refund. That is, Agent's
commission(s) will be reduced to reflect the fact that Company has refunded
premium to an insured (or former insured) and, therefore, Agent's
commission(s) must be adjusted accordingly. "Once this amount of
overpayment, if any, is determined; Company will, on a case-by-case basis
negotiate a repayment plan with Agent."
III. Supplies. Supplies furnished by Company to Agent for Agent's use in the
conduct of his business shall be property of Company and shall at all times
be subject to the inspection and control of Company. Company shall not
otherwise be liable for any of Agent's expenses other than those which it
may expressly agree to assume as a result of negotiations between the
parties.
IV. Remittance of Premiums. Premiums shall be considered due from Agent on the
first day of the month following the month in which the policy or bond,
additional premium, or excess audit has been charged to Agent's statement.
If Agent has not remitted all such monies to Company within forty-five days
from the end of the month in which the business is charged, all unremitted
items in the statement shall become delinquent. Any credit given by Agent
to an insured shall be at Agent's own risk, and any of the provisions
herein contained shall not be construed as an authorization for the
extension of credit by Agent to an insured on behalf of Company. Company
may, at its option, take over for collection any and all delinquent items
in Agent's statement not collected or remitted for by Agent and in such
event, Agent agrees to waive commission thereon.
Company shall make the necessary audits on policies and bonds written by
Agent requiring such audits for the computation of premium. In the event an
additional premium is produced by any audit, such additional premium shall
be charged to Agent's account, and Agent agrees to collect the additional
premium from the Insured and
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remit same to company less his commission within forty-five days from the
end of the month in which such additional premium is charged to Agent's
account. In the event Agent is unable to collect such additional premium
within the forty-five day period, and within ten days after the expiration
of said forty-five day period notifies Company in writing to this effect
and requests Company to take over for direct collection such additional
premium. Company agrees to assume responsibility for the collection of such
additional premium less commission, and Agent agrees to waive all claims
for commission credits thereon, if Agent fails to notify Company of his
inability to collect additional premiums as herein provided, Agent agrees
that he will pay such additional premiums to Company in accordance with the
provisions of this Agreement. In the event any audit produces a return
premium due the Insured, Agent agrees to pay said return premium less his
commission, as provided in this Agreement. In the case of bonds which
cannot be terminated by written notice to the obligee, Agent may, by like
notice, relieve himself of the responsibility to collect and remit renewal
premiums.
V. Monies Due Agent. Company agrees to pay all monies due by it to Agent as
shown by any monthly statement within forty-five days from the end of the
month for which such statement is rendered: provided, however, that Company
may accumulate monthly amounts payable is less that ten dollars until they
equal or exceed such amount before making payment hereunder.
VI. Premiums Constitute Trust Fund. It is specifically understood and agreed
upon that all premiums collected by Agent are at all timed the property of
Company as hereinbefore stated and shall not be used for any other purpose
whatsoever except that permission is granted (until revoked) for Agent to
use such portion of trusteed premiums as may be necessary to pay return
premiums. The keeping of an account with Agent on Company's books as
creditor and debtor account is declared a record memorandum of business
transacted, and neither such keeping of account, nor alteration in
compensation rate, nor failure to enforce prompt remittance or compromise
or settlement or declaration of balance of account, shall be held to waive
assertion of trust relation as to premiums collected by Agent. It is
further understood and agreed that the commission which Company agrees to
pay Agent a lien or claim on said premiums, and in case Company allows
Agent, for the purpose of facilitating the handling of its business, to
deduct the commission from premiums collected, it shall in no sense be
construed as a waiver of its business, to deduct the commission from
premiums collected, it shall in no sense be construed as a waiver of the
rights of Company to its ownership of the premiums or in any manner affect
the trust character of said premiums.
VII. Cancellation of Policies. Company shall have at all times the right to
reject applications, alter, suspend or cancel any policy or bond (if bond
form contains cancellation provision) and direct the return of the unearned
premium thereon. Agent agrees to pay such unearned return premium in full
to the Insured, and Company will credit Agent's account with the amount of
said return premium, less return commission at the percent of commission in
effect at the beginning of the policy period or term as stated in the
original policy or any extension or renewal thereof, or inception date of a
Surety Bond or effective date of an annual or three-year premium period of
a Fidelity Bond.
Flat cancellation will not be allowed to Agent on six months or three
months auto plan policies, Commercial ALLIED Excess Liability Policies, or
filed truck policies unless the policies are returned for calcellation
prior to the effective date.
Flat cancellation will be allowed on all other policies or bonds not
accepted, delivered or paid for provided such policies or bonds are
returned for cancellation within thirty days of the beginning of the policy
period or term. However, if Agent permits such policies or bonds to remain
outstanding beyond thirty days, he shall be charged with and agrees to pay
the pro rata earned premium commencing at the beginning of the policy
period or term as stated in the original policy or any extension or renewal
thereof, or inception date of a Surety Bond or effective date of an annual
or three-year premium period of a Fidelity Bond.
VIII.Subagents. Agent may appoint subagents, subject to approval of Company, and
such subagents shall for the purpose of this Agreement be deemed employees
of Agent. Agent shall be responsible for the premiums, commissions, charges
or expenses of subagents or other persons from whom he may procure
business.
X. Ownership of Expirations. Upon termination of this Agreement by either
party hereto, if Agent's account is not then delinquent and if Agent shall
thereafter remit to Company within forty-five days from the end of the
month in which business is charged to Agent, all monies due to Company, the
records, use and control of expirations shall be deemed the property of
Agent; otherwise the records, use and control of expirations shall be
vested in Company.
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XI. Termination. Either Company or Agent may terminate this Agreement at any
time by notice in writing to the other effective immediately; provided,
however, that if Agent's account with Company is not delinquent or Agent
has not otherwise violated the terms of this Agreement and Agent has not
requested termination, Company shall give Agent not less than ninety days
written notice of any such termination. Upon termination, Agent shall
immediately surrender and return to Company his license (subject to
applicable Insurance Department requirements) and all policies, supplies or
other property of the Company in his possession if requested to do so by
Company. Upon termination of the Agreement by either party hereto, all
monies and premiums which have been collected by Agent that are delinquent
shall become due and payable to Company upon the effective date of the
termination of the Agreement. In the event this Agreement is terminated by
Company for violation of its terms by Agent, Agent relinquishes all right
or claim to commission on subsequent, excess or additional premiums
developed, and Company shall have the right to collect all outstanding
premiums if it so elects, and Agent agrees to waive or relinquish his right
or claim for commission on same. In the event it becomes necessary for
Company to institute legal proceedings for the recovery of any monies due
Company from Agent, Agent agrees to pay all reasonable attorney fees, legal
costs of such proceedings, and interest at the legal rate upon such monies
from the date upon which they become due and payable to Company.
Effective immediately upon such termination, except as otherwise provided
hereinafter, the agency relationship existing between Company and Agent by
virtue of this Agreement shall cease, and all previous contracts,
agreements, understanding or arrangements of every kind, whether oral or
written, creating or providing for such agency for Company or authorizing
Agent to write or issue policies of insurance or bonds for Company or to
solicit or take applications therefor, shall terminate. Agent agrees to pay
all sums due from Agent to Company on business written prior to such
termination date and all other monies due upon receipt of any monthly
statement thereafter. Agent agrees to report to Company all policies or
bonds issued or bound by Agent prior thereto. Agent's liability to account
to Company for premiums collected and to pay over to it any monies due
hereunder shall survive any termination of this Agreement.
XII. Limited Agency Following Termination. If Agent's account with Company is
not delinquent on the effective date of termination of the Agreement and
Agent is not otherwise in default under any terms of such Agreement,
Company agrees that following any such termination existing business
written by Agent will be allowed to run until expiration and Agent shall
have limited authority with respect thereto as follows:
1. Agent may elect to continue outstanding policies and bonds previously
written through Agent in force until expiration, subject to
cancellation privileges by Company of the policyholder prior to
expiration, and in such event Agent agrees to service such policies
and bonds, collect premiums due thereon, if any, on the due date
thereof and remit the collections promptly to Company. Any unearned
commission on return premiums will be charged to Agent's account and
Agent agrees to repay the same to Company forthwith on receipt of
billing thereof. In case an audit of outstanding policies or bonds
requires an additional premium to be assessed against the policyholder
or obligor, Agent agrees to collect the same on the due date and make
prompt remittance thereof to Company. In the event Agent is not able
to collect such premiums within forty-five days from the end of the
month in which such premium is charged to his account, Agent may
relieve himself of the responsibility to collect and remit such
premium by notice to Company within the time and in the manner
provided in such cases under "Remittance of Premiums" in the
Agreement, and thereupon Company agrees to assume collection thereof,
as therein provided.
2. Company agrees to pay Agent commissions on policies or bonds in force
until expiration or cancellation at the same rates as it then pays
commissions on like business to existing Agents in Agent's state.
3. Agent shall have the right to request appropriate endorsements on
policies or bonds in force, provided that no such endorsements shall
increase or extend Company's liability or extend the term of any
policy or bond unless prior approval of Company shall have been
obtained.
4. Unless sooner cancelled, these limited agency provisions shall
continue all policies and bonds written by Agent for Company shall
have expired.
5. The provisions of the Agreement entitled "Premiums Constitute Trust
Fund" shall apply to premiums collected by Agent during the period of
limited agency hereunder. If Agent has not remitted all monies due to
Company within forth-five days from the end of the month in which
business is charged. Agent agrees that the records, use and control of
the expirations shall be vested in Company; otherwise, the records,
use and control of the expirations shall be deemed the property of
Agent.
XIII. Indemnification Agreement. The Company agrees to defend and indemnify
Agent against liability, including the cost of defense and settlements,
imposed on him by law (including the Fair Credit Reporting Act -- Public
Law 91-508) for damages caused by acts or omissions of the Company,
provided Agent has not caused or contributed to such liability by his own
acts or omissions. Agent agrees, as a condition to such indemnification,
to notify the Company promptly of any such against him and to allow the
Company to make such investigation, settlement, or defense thereof as the
Company deems prudent.
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XIII. Former Contracts Abrogated. It is mutually agreed that the execution of
this Agreement by the parties hereto abrogates, terminates and voids all
previous Agency Contracts or Agreements made between the parties hereto,
except as to commissions on business written under a previous Contract or
Agreement provided for in such Contract or Agreement, provided, however,
that nothing herein shall be construed to affect or waive any claim of any
kind, whether for money or otherwise, of Company against Agent under any
previous Agency Contract or Agreement.
XIV. Notices. Notices under this Agreement may be given by delivering or
mailing a copy to the party entitled to notice. Notice by mail shall be
deemed sufficiently given when mailed by ordinary United States Mail,
postage prepaid, addressed to Company at 701 Fifth Avenue, Des Moines,
Iowa, or to Agent at the last known address of his agency according to
Company records.
XV. Agreement Subject to Applicable Laws and Regulations. The terms of this
Agreement shall be subject to all applicable laws and regulations and in
the event of conflict between the terms of this Agreement and any such
laws or regulations, the latter shall govern.
It is expressly understood and agreed there are no promises, agreements, or
understanding other than those contained in this written Agreement, and that no
agent or other representative of Company has any authority to obligate Company
by any terms, stipulations or conditions not herein expressed unless the same be
in writing and attached to and made a part of the Agreement.
For Agent For Company
Depositors Insurance Company
ALLIED Group Insurance Marketing By
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Agency Company Officer of Company
AMCO INSURANCE COMPANY
By: /s/ General Manager
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(Name) (Title)
By /s/
- --------------------------------------------- --------------------------
Officer of Company
CORPORATE In consideration of Company appointing __________________________
AGENCY
SUPPLEMENT ________________________________________________ as Agent, and as
inducement for Company to do so, the undersigned hereby jointly
and severally and for our heirs, executors, administrators,
successors and assignees guarantee and bind ourselves to the
faithful performance of all obligations by Agent under this
Agreement to pay any sum which Agent may become liable to pay
Company by virtue of Agency created under the foregoing Agreement
and which Agent shall fail or refuse to pay when due.
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Witness Individually
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Witness Individually
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Witness Individually
NOTE - In case the agency is a partnership, this Agreement must be signed by all
partners. If a corporation or a concern doing business under a name indicating
incorporation, this Agreement must be signed above in the name of the
corporation or concern by proper officers, and in addition the "Corporate Agency
Supplement" completed where it is required.
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