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ELECTRONIC TRANSMITTAL OF SIGNATURE AGREEMENT
THIS ELECTRONIC TRANSMITTAL OF SIGNATURE AGREEMENT (the
“Agreement”) is entered into by and between DS (“Dynamic Services”)
and _________________________________________ (“PRODUCER”), a corporation organized
under the laws of the State of California, as of this _____ day of ________________, year _______.
The PRODUCER is in the insurance business and includes among its services to its
customers the offering of financing arrangements for policies of insurance generated by the
PRODUCER (each such customer individually referred to as an “Insured” and collectively referred
to herein as the “
Insureds”).
Dynamic Services is in the business of providing commercial insurance premium financing and as such,
Dynamic Services has, and will continue to provide premium financing arrangements for the benefit of the
Insureds of the PRODUCER.
The form of the Commercial Premium Finance Agreement Security Agreement, Disclosure
Statement and Limited Power of Attorney (each such agreement a “
Premium Finance Agreement”
and all such agreements, whether currently existing or executed in the future, are collectively
referred to herein as the “Premium Finance Agreements”) used by General Agents Acceptance
Corporation at time of this Agreement.
Due to the desire of the PRODUCER to have greater efficiency and timeliness of delivery
and premium funding of insurance policies of its Insured’s whose insurance premiums are being
financed by Dynamic Services; Dynamic Services and the PRODUCER have agreed to enter into this Agreement to
expedite the processing of such Premium Finance Agreements.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1) Recitals. The above-captioned Recitals are hereby incorporated by reference and made
part hereof.
Submission and Processing of Premium Finance Agreements. Traditionally, Dynamic Services has
2)
required that the PRODUCER and every Insured execute each and every Premium Finance
Agreement entered into with each Insured that is subject to a financing agreement with Dynamic Services.
On occasion and where legally allowed, PRODUCER will, pursuant to its delegated authority
from its Insureds, execute a Premium Finance Agreement for the benefit of its Insured.
PRODUCER and Dynamic Services have agreed to expedite the execution of the documentation regarding
the funding of the loans evidenced by the Premium Finance Agreements and agree that
PRODUCER may electronically deliver to Dynamic Services each fully-executed Premium Finance
Agreement for each loan transaction where the loan amount financed is less than $100,000,
provided as follows:
a) Dynamic Services shall not be obligated to consider for acceptance any request for a premium finance
loan made by PRODUCER for the benefit of its Insureds until PRODUCER has generated,
using Dynamic Services’s internet premium finance quoting system, a quotation acceptable to Dynamic Services
for the benefit of an Insured of PRODUCER and the Premium Finance Agreement generated
by such quote has been electronically accepted by PRODUCER and transmitted to Dynamic Services as
provided in such internet quoting system.
b) Any Premium Finance Agreement submitted by PRODUCER as described in this section is
subject to acceptance by Dynamic Services in its sole discretion, and any such Premium Finance
Agreement accepted will have mailed by Dynamic Services to PRODUCER and INSURED a Notice of
Acceptance.
c) Upon the request of Dynamic Services, PRODUCER will immediately execute, for itself and for the
benefit of its Insureds, any and all Premium Finance Agreements submitted to Dynamic Services as
described in this Agreement, and deliver such manually executed Premium Finance
Agreements to Dynamic Services promptly following such request.
d) PRODUCER and Dynamic Services agree that Premium Finance Agreements submitted electronically
under this agreement are “transferable records” as defined by the Uniform Electronic
Transactions Act.
3) Representations and Warranties. For each Premium Finance Agreement which is not manually
executed by PRODUCER or its Insureds but electronically delivered to Dynamic Services as described
herein, PRODUCER represents and warrants that each and every representation and warranty as
contained in the form of Premium Finance Agreement attached hereto will be true and correct,
without modification, for every new Premium Finance Agreement requested by PRODUCER
for its Insured. As an inducement to Dynamic Services to enter into this Agreement, PRODUCER agrees
that the representations and warranties which are referenced in the Premium Finance Agreement
will be duly made and enforceable for each and every Premium Finance Agreement, whether
manually executed by PRODUCER and/or its Insureds, and furthermore, each and every
representation and warranty shall be binding upon both PRODUCER and its Insureds as though
manually executed. Without limiting the generality of the foregoing, and as an inducement to
Dynamic Services to enter into this Agreement, PRODUCER further represents and warrants to Dynamic Services as
follows:
a) PRODUCER is a duly formed and validly existing corporation in good standing under the
laws of the State of its incorporation. PRODUCER has the requisite corporate power,
authority and legal right to transfer each and every Premium Finance Agreement for the
benefit of its Insureds to Dynamic Services, and furthermore, PRODUCER has the requisite corporate
power, authority and legal right to execute, deliver and engage in the transactions
contemplated by each Premium Finance Agreement, and perform and observe the terms and
conditions of each and every Premium Finance Agreement.
b) This Agreement has been duly and validly authorized, executed and delivered by
PRODUCER, and this Agreement constitutes the valid, legal and binding agreement of
PRODUCER, enforceable in accordance with its terms.
c) No consent, approval, authorization of, registration or filing with, or notice to, any
governmental authority or court is required, under federal or state law, for the execution,
delivery and performance of, or compliance by, PRODUCER with this Agreement, or any of
the Premium Finance Agreements contemplated under the terms of this Agreement.
d) There are no proceedings or actions against or investigations of the PRODUCER pending
or, to PRODUCER’S knowledge, threatened against PRODUCER before any court,
administrative agency or other tribunal that could reasonably be expected to adversely affect
PRODUCER’S ability to execute the Premium Finance Agreements to be delivered to
Dynamic Services by AGENTS NAME, individually or on behalf of its Insureds.
e) Each loan resulting from the Premium Finance Agreements for the benefit of the Insureds
will be created in the ordinary course of business of each Insured without adverse selection
by PRODUCER for submission to Dynamic Services for financing.
f) Each Premium Finance Agreement for which Dynamic Services has funded a loan is a valid and
binding obligation of the Insured, relating to the loan as set forth under the terms of the
Premium Finance Agreement, regardless of whether or not the Premium Finance Agreement
has been manually executed by either PRODUCER or the Insured.
g) PRODUCER represents and warrants that, pursuant to state law of PRODUCER’S domicile,
PRODUCER is authorized to sign each and every Premium Finance Agreement on behalf of
itself and on behalf of each Insured, and any such execution by PRODUCER on behalf of
any such Insured will be binding upon each such Insured.
h) PRODUCER accepts and maintains responsibility for its employees in the submission of
premium finance quotes and electronic acceptance and delivery of Premium Finance
Agreements under this Agreement and Dynamic Services may rely on the electronic submission and
acceptance of any Premium Finance Agreement by PRODUCER under Dynamic Services’s internet
quoting software. PRODUCER acknowledges the importance of maintaining the security of
its assigned password(s) and shall request in writing revised password(s) in the event of
changes in PRODUCER’S authorized employees with access to the Dynamic Services internet
premium finance quoting system.
h) PRODUCER and Dynamic Services each represent for themselves that they are capable of sending,
receiving, printing and storing electronic documents,
4) Affirmative Covenants. PRODUCER agrees to provide the following for any Premium Finance
Agreement, which has been accepted and funded by Dynamic Services:
a) Upon the request of Dynamic Services, any Premium Finance Agreement, which has not been signed
by either PRODUCER or the Insured, will be executed by the PRODUCER on behalf of
itself and/or its Insured, and delivered to Dynamic Services within two (2) business days of Dynamic Services’s
request for such delivery.
b) PRODUCER will execute such additional documentation as Dynamic Services may reasonably request
in order to insure that any loan made pursuant to any Premium Finance Agreement remains
a valid and binding obligation of the Insured in accordance with the terms of such Premium
Finance Agreement.
Notices. All communication provided for or permitted hereunder shall be in writing and shall
5)
be deemed to have been duly given if:
a) Personally delivered:
b) Mailed by registered or certified mail, postage prepaid and received by the addressee;
(c) Sent by express courier or delivery service and received by the addressee; or
c) Transmitted by facsimile or e-mail
Such notice addressed to Dynamic Services shall be sent to:
General Agents Acceptance Corporation
PO Box 1177
Lake Forest, CA 92609
Facsimile No: 800-568-5462
Such notice addressed to PRODUCER shall be sent to:
____________________________________________
Address
____________________________________________
City, State, Zip
____________________________________________
Facsimile No:
6) Severability: Any part, provision, representation, warranty or covenant of this Agreement that
is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof. Any
part, provision, representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provision hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, the parties hereto waive any provision of law, which
prohibits or renders void or unenforceable any provision hereof.
7) Further Assurances. PRODUCER and Dynamic Services each agree to execute and deliver such
instruments and take such actions as the other may, from time to time, reasonably request in
order to effectuate the purpose and to carry out the terms of this Agreement.
8) Survival. PRODUCER agrees that the representations, warranties and agreements made by it
herein and in any certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by Dynamic Services notwithstanding any investigation heretofore or hereafter made by Dynamic Services
and shall survive the delivery of the funding for the loans financed by the Premium Finance
Agreements, and shall continue in full force and effect notwithstanding any restrictive or
qualified endorsement on the notes and notwithstanding subsequent termination of this
Agreement.
9) Miscellaneous. This agreement may be executed in two or more counterparts, each of which
when so executed and delivered shall be an original, but all of which together shall constitute
one and the same instrument. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver, discharge or termination is sought. The
headings in this Agreement are for purposes of reference only and shall not limit or otherwise
effect the meaning hereof. The rights and obligations of PRODUCER under this Agreement
shall not be assigned by PRODUCER without prior written consent of Dynamic Services, except that any
person into which PRODUCER may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which PRODUCER is a party, or any person
succeeding to the entire business of PRODUCER shall be the successor to PRODUCER
hereunder.
IN WITNESS WHEREOF, Dynamic Services and PRODUCER have caused their names to be signed
by their respective duly authorized officers as of the date first above written.
GENERAL AGENTS ACCEPTANCE CORPORATION
By: ______________________________________
Name: ____________________________________
Title: _____________________________________
_________________________________________
By: ______________________________________
Name: ____________________________________
Title: _____________________________________
Please sign your name in box below as you would like it to appear on finance agreements.