Form MA-355 Underwriting Agency Agreement

U.S. Department of Transportation
Maritime Administration

OMB No. 2133-0011
Expiration Date: 9/30/2020
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Clearance Officer, Maritime Administration, MAR-390, 1200 New Jersey Avenue, SE, Washington, DC 20590.

Contract No. ________________________

UNDERWRITING AGENCY AGREEMENT
This Agreement, made and entered into this _______ day of _____________________, 20_____, by and
between the UNITED STATES OF AMERICA (herein called the ''United States”), acting by the Secretary of
Transportation (herein called the “Secretary”) represented by the Maritime Administrator (herein called the
“Administrator”) and ________________________________ (herein called the “Underwriting Agency”) having
an office for the transaction of business at ___________________________________________, an association
of domestic insurance companies (herein called the ''Participating Members” each of which is authorized to do a
marine insurance business in a state of the United States.

WITNESSETH
Whereas, pursuant to Title XII of the Merchant Marine Act, 1936, as amended, (herein called the ''Act''),
the Secretary is authorized under certain circumstances to provide marine insurance and reinsurance against loss
or damage by the risks of war, and to employ domestic companies or groups of domestic companies authorized
to do a marine insurance business in any State of the United States to act as his/her Underwriting Agent; and

Whereas, the Secretary has delegated authority to the Administrator to perform the functions vested in the
Secretary by Title XII of the Act, (Section 8.01 Subsection 3 of Department Order No. 117 (Revised), published
in the FEDERAL REGISTER, dated July 21 1960, 25 FR 6934); and

Whereas, the Administrator has determined to employ the Underwriting Agent as an underwriting agent in
providing war risk insurance as set forth in paragraphs (a), (c), (d), (e), and (f)l of Section 1203 of the Act upon
the terms and conditions herein set forth:

Now, therefore, in consideration of the premises and of the mutual covenants and agreements, and upon
the terms and conditions herein set forth, the parties hereto agree as follows:

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1. Appointment of Agent. The Administrator hereby authorizes the Underwriting Agent, as an agent
acting on behalf of the Administrator and not as an independent contractor, to utilize its offices and facilities to
make available the insurance which the Secretary is authorized to provide pursuant to paragraphs (a), (c), (d),
(e), and (f) of Section 1203 of the Act and to perform the functions hereinafter provided for, upon the terms and
conditions hereinafter set forth and accordance with the rules, regulations and instructions which will be issued
from time to time to the Underwriting Agent by the Administrator. The Underwriting Agent hereby agrees to
utilize its offices and facilities to make such insurance available, as agent for the Administrator, and to perform
the functions hereinafter provided for to the best of its ability. The Underwriting Agent may act through its
home office, branch offices or agencies which are authorized to write insurance on its behalf.
2. Duties of Agent. The duties of the Underwriting Agent shall be as follows:

(a) Receive Applications and Issue Binders and Policies. The Underwriting Agent shall receive
applications for insurance, subject to the rates and conditions specified by the Administrator upon forms
prescribed by the Administrator. After determining that the applications have been submitted complete and
proper form and are accompanied by remittances in the amount of the premiums required for the insurance
applied for, the Underwriting Agent shall countersign binders or policies of insurance, or both binders and
policies of insurance, subject to the rules, rates, terms and conditions specified by the Administrator on forms
prescribed by the Administrator. The insurer under such policies shall be the United States.

(b) Keep Records. The Underwriting Agent shall keep a full and complete record of all applications,
binders, and policies, and shall also record all premiums, charges or deposits required by the terms of the
binders and policies, so that a record may be available at all times to the Administrator, both as to all
applications received and all binders and policies issued, and as to all payments made by the assured in
connection with such binders and policies.

(c) Receive Money and Reports. The Underwriting Agent shall receive checks made payable to the
order of the Maritime Adm.-Transportation for the premiums and charges involved, which checks shall be
deposited by the Underwriting Agent the Federal Reserve Bank nearest to its office, or such other bank as may
be authorized by the Administrator to receive such deposits. The Underwriting Agent shall receive from the
bank which the deposits are made receipts therefore in such number as may be prescribed in instructions to the
Underwriting Agent and handle the receipts so received in accordance with such instructions.

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(d) Report Monthly. The Underwriting Agent shall prepare a monthly report, in summary form, of
all applications received, and binders and policies issued or cancelled by the Underwriting Agent on a standard
form approved by the Administrator, and transmit them, together with receipts for deposits made as above
provided, to the Administrator.

(e) Other Reports. The Underwriting Agent shall prepare and transmit such other reports as may be
required by the Administrator.

(f) Process Claims for Return Premiums. The Underwriting Agent shall receive from holders of
policies issued by such Underwriting Agent any claims for return premiums on a standard form prescribed by
the Administrator and shall certify thereon, if such is the fact, that the amounts with respect to which such return
is claimed were previously paid and that based upon the statements included such application by the assured the
return premium applied for payable in accordance with the regulations of the Administrator. Such applications
and certifications shall be transmitted promptly to the Administrator.

(g) Process Claims for Losses. The Underwriting Agent shall receive reports of losses on vessels and
disbursements (insured pursuant to paragraphs (a) and (c), Section 1203 of the Act), assemble all pertinent
documents and facts relating thereto required to determine the validity of the claims, including the amounts
thereof, and submit the same to the Administrator with its recommendation as to payment.

(h) Help Establish Advisory Committee. The Underwriting Agent shall, if requested by the
Administrator, cooperate with the Administrator to establish and maintain an advisory underwriting committee
to consult with and advise the Administrator in connection with specific underwriting problems, subject to the
rules, regulations and instructions of the Administrator, and to establish and maintain such other advisory
committees as may be deemed necessary from time to time to safeguard the interests of the Administrator,
including a loss committee to act as a recipient for information concerning losses and to pass upon any
recommendations made by the Underwriting Agent as to losses and payments of claims arising therefrom in
excess of an amount to be fixed by the Administrator.

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3. Compensation.

(a) Fair and Reasonable. The Underwriting Agent shall receive for its services such amount as the
Administrator and the Underwriting Agent may, from time to time, agree to be fair and reasonable
compensation. In addition to such fair and reasonable compensation, the Underwriting Agent shall receive
reimbursement for out-of-pocket expenditures reasonably incurred, meaning payments to persons not regularly
employed by the Underwriting Agent but excluding payments to attorneys unless such employment has been
authorized by the Administrator: Provided, however, That all such expenditures shall be subject to the review of
the Administrator, and further provided that, except as authorized by Section 1209(d) of the Act, such
expenditures shall not include any fee or other consideration paid to an insurance broker or any person acting in
a similar intermediary capacity for services by virtue of his/her participation in arranging any of such insurance
nor include any payment on account of solicitation for or stimulation of such insurance.

(b) Paid Monthly. A statement of the compensation due to the Underwriting Agent (including
reimbursement for out-of-pocket expenses as herein provided) shall be submitted by the Underwriting Agent to
the Administrator monthly or at such other intervals as the Administrator may direct, with an appropriate
voucher, and the amount of such compensation, if approved, shall be promptly paid to the Underwriting Agent.

4. Standard of Performance. In the discharge of its duties and obligations pursuant to this Agreement,
the Underwriting Agent shall conform to a standard of performance and accuracy reasonably to be expected of
an insurance company the administration of its own business and consistent with the highest degree of good
faith. It is agreed, however, that the Underwriting Agent shall not be responsible for errors or omissions of
agents or employees in whose selection and supervision it has exercised reasonable care, provided, however,
that the Underwriting Agent, any such case, shall have conformed to the standards of performance required
hereunder, and provided further, that the Underwriting Agent assumes full and complete responsibility for the
disposition of any funds received by it or its agents or employees under and pursuant to this Agreement. The
exercise of reasonable care the selection of agents and employees by the Underwriting Agent shall be deemed to
include a determination by the Underwriting Agent that the agents or employees so selected are experienced the
transaction of such phases of the marine insurance business as may be delegated to such agents or employees by
the Underwriting Agent.

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5. Writing Insurance for Own Account. It is understood that the Participating Members of the
Association constituting the Underwriting Agent are or may be engaged writing for their own account war risk
insurance, as well as other types of insurance, for the benefit of holders of policies issued by the Underwriting
Agent hereunder and of other parties; and it is agreed that such insurance may be written notwithstanding the
activities of the Underwriting Agent hereunder on behalf of the Administrator, pursuant to this Agreement.

6. Books and Records.

(a) Maintained Subject to Audit. The Underwriting Agent shall keep books, records and accounts
covering the operations and activities under this Agreement which shall be the property of the United States
represented by the Administrator and shall be kept separate from those relating to other business of the
Underwriting Agent or of the Participating Members thereof, in accordance with regulations made from time to
time by the Administrator, and shall at all times be subject to audit and inspection by the Administrator.

(b) Comptroller General May Examine. The Comptroller General of the United States or any of
his/her duly authorized representatives shall have access to and the right to examine any pertinent books,
documents, papers and records of the Underwriting Agent or of the Participating Members thereof the
performance of and involving transactions related to this Agreement.

7. Act Only as Agent. The Underwriting Agent shall act only in the capacity of agent for the
Administrator as principal, in the performance of the functions provided for hereunder. The Underwriting
Agent shall have no authority other than as provided this Agreement and the rules, regulations and instructions
issued to by the Administrator under and pursuant to this Agreement. The Underwriting Agent may accompany
its signature in all binders and policies countersigned by hereunder with a statement that, in countersigning such
binders and policies, it acts solely under the powers conveyed to it by the Administrator and that does not
thereby warrant its authority to accept applications for insurance or its authority to countersign, nor the authority
of the Administrator to issue such binders and policies.

8. Special Circumstances.

(a) Reimbursement of Taxes and Fees. In the event that the Underwriting Agent or any Participating
Member or Members thereof, after giving notice to the Administrator, shall be compelled to pay to the United

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States, its territories or possessions, or to any State of the United States or political subdivision thereof, or to any
foreign country or political subdivision thereof, any tax (excepting income taxes of every nature) or fee or
interest or penalty relating thereto claimed to be due by reason of the business transacted pursuant to this
Agreement and which would not have been payable except for the activities of the Underwriting Agent or any
Member or Members thereof hereunder, the Administrator shall reimburse the Underwriting Agent and any
Participating Member or Members therefor and for any special expenses necessarily incurred in connection
therewith.

(b) Indemnification. If any legal suit or proceeding (whether or not based on negligence) is brought
against the Underwriting Agent or any Participating Member or Members thereof on account of anything done
or not done, by the Underwriting Agent or any Participating Member or Members thereof or the Administrator,
in connection with the issuance or non-issuance or cancellation of insurance or the acceptance or denial of
applications for binders or policies of insurance on behalf of the Administrator or the payment or non-payment
of claims for loss or return premium arising hereunder (including, without in any way limiting the foregoing,
anything done or not done pursuant to any rules. regulations or instructions of the Administrator or anything
done or not done in conflict with or because of any limitation on the powers of the Administrator), the
Administrator shall, upon due notice and at the expense of the United States, defend any such proceeding. If, in
or as a result of any such legal suit or proceeding, the Underwriting Agent or any Participating Member or
Members thereof be compelled or required to make any payment or incur any expense, the Administrator shall
reimburse the Underwriting Agent or any Participating Member or Members thereof for the amount thereof;
provided always that the Administrator shall not be obligated to make any such reimbursement unless, in
connection with the action complained of, the Underwriting Agent shall have complied with the standard of
performance required thereunder. In any of the foregoing cases, the Underwriting Agent shall render to the
Administrator such reasonable cooperation and assistance as the Administrator may require.

9. Effective Date, Amendment, Termination. This Agreement shall become effective as of the date of
its execution by the Administrator and shall continue force until terminated. This Agreement may be
terminated, modified or amended at any time by mutual written consent. Once this Agreement becomes
effective, it shall continue in force until terminated by mutual written consent or by either party, giving at least
thirty (30) days' written notice by registered mail to the other party, stating the effective date and time on which
this Agreement shall terminate. Such termination shall not affect the obligations of the parties hereto with
respect to any binders or policies of insurance issued or expenditures incurred prior to the effective date of such
termination.
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10. No Commission or Contingent Fee. The Underwriting Agent warrants that no person or selling
agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established
commercial or selling agencies maintained by the Underwriting Agent for the purpose of securing business. For
breach or violation of this warranty the Administrator shall have the right to annul this contract without liability
or in his/her discretion to deduct from the contract price or consideration the full amount of such commission,
percentage, brokerage, or contingent fee.

11. No Discrimination. In connection with the performance of work under this contract, the Underwriting
Agent agrees not to discriminate against any employee or applicant for employment because of race, color,
creed, or national origin; and further agrees to insert the foregoing provision in all subcontracts hereunder except
subcontracts for standard commercial supplies or for raw materials.

12. No Member or Delegate. No Member of or Delegate to Congress, or Resident Commissioner, shall
be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision
shall not be construed to extend to this contract if made with a corporation for its general benefit.

13. Renegotiation. This contract shall be subject to any act of the Congress, whether heretofore or
hereafter enacted and to the extent indicated therein, providing for the renegotiation of said contract and shall be
deemed to contain all of the provisions required by any such act without subsequent amendment of this contract
specifically incorporating such provisions.

The contractor (which term as used in this sentence means the party contracting to perform the work or
furnish the materials required by this contract) shall insert the provisions of this article in each subcontract and
purchase order made or issued in carrying out the contract.

Nothing contained in this clause shall impose any renegotiation obligation with respect to this contract
or any subcontract hereunder which is not imposed by an act of the Congress, heretofore or hereafter enacted.

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14. Participating Members.

(a) Indebted to United States. The Participating Members of the association constituting the
Underwriting Agent, severally but not jointly and limited each to its participation therein, shall be indebted to
the United States for such amounts as the Secretary is entitled to recover from the Underwriting Agent
accordance with the foregoing provisions and, in the event of failure to pay on demand, the Secretary may bring
an action or actions any court in the United States to recover such amount or amounts from the Participating
Members, severally but not jointly, on behalf of the United States.

(b) Change of Shares. Without cancelling this Agreement, the Participating Members of the
association constituting the Underwriting Agent may, upon not less than ten (10) days' prior written notice to the
Administrator, change their share of participation by agreement among themselves, including the termination of
the interests of one Participating Member and the assumption of its share by one or more of the other
Participating Members or by the admission of other eligible domestic insurance companies to membership in the
association. Any such change of apportionment or termination of participation shall not relieve any Participating
Member of its obligations in respect to matters which occurred prior to any change or termination of its interest.
Unless the Underwriting Agent is notified in writing by the Administrator, within ten (10) days after receipt of
notice from the Underwriting Agent, that the proposed change in participation or termination or assumption is
disapproved, such change shall be understood to be acceptable to the Administrator.

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In witness whereof, the parties hereto have duly executed this Agreement in quadruplicate as of the day and
year first above written.

UNITED STATES OF AMERICA
SECRETARY OF TRANSPORTATION
BY: MARITIME ADMINISTRATOR
Attest:

_________________________________________

_________________________________________
(Maritime Administrator)

Attest:

_________________________________________
(Underwriting Agent)

__________________________________________

Approved as to form:

____________________________________________
(Assistant Chief Counsel,
Maritime Administration)

Form MA-355
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By: _________________________________________

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I, ________________________________________________, certify that I am the duly chosen, qualified, and
acting Secretary of ______________________________________________, a party to this Agreement, and, as
such, I am the custodian of its official records and the minute books of its governing body; that
________________________________, who signed this Agreement on behalf of said association, was then the
duly qualified _____________________________ of said association; that said officer affixed his/her manual
signature to said Agreement in his/her official capacity as said officer for and on behalf of said association by
authority and direction of its governing body duly made and taken; that said Agreement is within the scope of
the lawful powers of this association.

Dated: ____________________________

Seal

Form MA-355
(11-2010)

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