|
<PAGE>
EXHIBIT 10.27
NORTH POINTE INSURANCE COMPANY
MANAGING GENERAL AGENCY AGREEMENT
THIS AGREEMENT is made on February 3, 2004 between NORTH POINTE
INSURANCE
COMPANY, a Michigan insurance corporation, of 28819 Franklin
Road, Southfield,
MI 48034 ("Company") and SOUTH POINTE FINANCIAL SERVICES, INC.,
a Michigan
corporation, of 10199 Southside Blvd., Suite 200, Jacksonville,
FL 32256-0757
("South Pointe").
In consideration of the terms of this document and any Addenda
to this
document (collectively, "Agreement"), and pursuant to South
Pointe's request
that the Company's underwriting facilities be made available to
South Pointe for
the placement of insurance in FLORIDA, the parties agree:
APPOINTMENT AND AUTHORITY
1. The Company appoints South Pointe as its managing general
agent in
the state(s) named above, granting it authority and the power to
solicit,
receive, accept, bind, decline, countersign, and endorse
insurance on those
lines of insurance and classes of risk identified on the
attached Commission
Addendum, collect premiums, and generally with all powers and
authority
necessary to conduct a managing general agency for the Company.
South Pointe
will not delegate this authority to any other person without the
Company's
express written authorization. This appointment is not exclusive
and the Company
may appoint general agents and retail agents in the same
state(s).
2. The policies solicited by South Pointe or its sub-agents and
written
by the Company in these lines are referred to in this Agreement
as the
"Policies." The primary insured under a Policy is a
"Policyholder."
3. South Pointe will act on the Company's behalf only pursuant
to the
authority that this Agreement grants and the underwriting
guidelines (including
rules, regulations and rate manuals) and other written
directives that the
Company furnishes to South Pointe. The Company may amend these
guidelines and
directives at any time.
4. South Pointe may market the Company's insurance products
both
directly to potential Policyholders and through sub-agents, who
will be deemed
agents of South Pointe for purposes of carrying out this
Agreement's terms. The
Company retains the right to pre-qualify any such
sub-agents.
5. The Company grants South Pointe the authority to bind
commercial
risks.
6. South Pointe is authorized to adjust, compromise and settle
claims.
ACCEPTANCE OF APPOINTMENT
7. South Pointe accepts this appointment, agreeing to
perform
faithfully its duties to the best of its knowledge, skill, and
judgment.
COMMISSIONS
8. The Company will pay South Pointe commissions in accordance
with the
attached Commission Addendum ("Commissions"). The commissions
fully compensate
South Pointe for its services under this Agreement.
<PAGE>
9. During this Agreement's term and after its cancellation,
South
Pointe will refund to the Company unearned Commissions caused by
Policy
cancellations or reductions at the same rate at which the
Commissions were
retained by or paid to South Pointe. South Pointe will pay any
such refund
within 10 days after the Company's written notice to South
Pointe.
10. The Company may revise this Agreement's Commission rates by
giving
not less than 60 days written notice to South Pointe. Such a
change shall not
effect Commissions on premiums written before the effective date
stated in the
written notice.
11. Uncollectible premiums arising from additional amounts due
on
particular Policies as a result of adjustable exposures or
audits may be turned
back to the Company for direct collection and South Pointe shall
not be
responsible for such premium provided:
(a) South Pointe has made every reasonable effort to obtain
and
retain an adequate deposit premium; and
(b) South Pointe has billed for and made at least three
attempts
(including original billing) to collect the additional premium;
and
(c) South Pointe notifies the Company not less than 45 days and
no
more than 60 days after the month in which South Pointe issued
the audit
endorsement and provides to the Company proof of its three
attempts to collect
along with proof of two attempts by its subproducer to collect
the additional
premium due.
12. No Commission will be paid on items turned over to the
Company for
collection, unless subsequently collected by South Pointe.
PREMIUMS AND ACCOUNTING
13. South Pointe guarantees payment of all monies due to the
Company on
Policies written under this Agreement, whether or not collected
by South Pointe.
The Company must specifically authorize in writing any flat
cancellations of
policies or coverage bound or issued.
14. The Policies will be billed under the terms of the Company
Billed
Policies Addendum signed by the parties.
15. Any premiums, taxes and fees collected by South Pointe on
the
Policies notwithstanding the terms of the Company Billed
Policies Addendum are
the Company's property, and will be held by South Pointe in a
fiduciary capacity
in trust for Company until delivered to the Company. The keeping
of an account
with South Pointe on Company's behalf, as a creditor and debtor
account, is
declared a record memorandum of business transacted, and neither
such keeping of
account nor alteration in commission amount, nor failure to
enforce prompt
remittance, compromise, settlement, declaration of balance of
account nor
suspension or cancellation of this South Pointe Agreement shall
be held to waive
assertion of the fiduciary relationship as to premiums collected
by South
Pointe. South Pointe will retain the income from any such funds
it holds in
trust for the Company. The right of South Pointe or any other
person to receive
Commissions shall at all times be subordinate to the Company's
right to offset
or apply Commissions, including Profit Sharing Commissions (as
may be defined in
any Profit Sharing / Contingency Commission Addendum attached to
this
Agreement), against any indebtedness of South Pointe to the
Company. This right
of offset shall also apply against any liability incurred by the
Company to any
person by reason of any negligent or unauthorized acts committed
by South
Pointe.
2
<PAGE>
16. South Pointe will maintain a complete record of all
transactions
involving the Company and the 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. These accounting and underwriting records will be
subject to inspection
or audit by the Company at any reasonable time during this
Agreement's term and
for 3 years after its termination.
17. The Company's policy on checks returned for non-sufficient
funds
("NSF") is:
(a) If a Policyholder makes a down payment on a renewal
policy
with an NSF check, the Company will flat cancel the Policy. If a
Policyholder
makes an installment payment on a Policy in effect with an NSF
check, the
Company will cancel the Policy at the date of earned equity.
(b) If South Pointe makes a down payment or an installment
payment
on a Policy in effect with an NSF check, the Company will
re-deposit the check
one time. If the check is returned a second time, the Company
will flat cancel
the Policy if the check was for a down payment and cancel at the
date of the
earned equity if the check was for an installment premium.
Further, if South
Pointe makes a payment to the Company with an NSF check, its
authority under
this Agreement will be suspended until the Company is reimbursed
the amount of
the NSF check plus any related bank charges.
(c) If a Policyholder makes a premium or other payment on a
Policy
to South Pointe by an NSF check and South Pointe has sent an
agency check to the
Company on that Policy, South Pointe must notify the Company
about the NSF check
in writing within 30 days of the Policy's effective date and
send the Company a
copy of both sides of the NSF. When the Company receives the
notice and the
check copy, the Company will flat cancel the Policy if the check
was for a down
payment and cancel at the date of the earned equity if the check
was for an
installment premium. South Pointe must deliver both a timely
notice and the
check copy in order to be reimbursed from the return
premium.
INDEPENDENT CONTRACTOR STATUS
18. The parties' intent as stated in this Agreement is best
served when
South Pointe is an independent contractor for all purposes. As
an independent
contractor, South Pointe has the right to exercise independent
judgment as to
time, place and manner of soliciting insurance applications,
servicing
Policyholders, and otherwise carrying out this Agreement's
provisions.
Furthermore, South Pointe will pay all expenses in connection
with its South
Pointe and has no authority to incur any indebtedness on behalf
of Company.
19. This agency appointment is not exclusive. South Pointe is
an
independent insurance agency. South Pointe may represent other
insurance
companies and the Company may appoint other insurance
agents.
NOTIFICATION TO THE COMPANY
20. South Pointe will forward to the Company copies of all
binders,
policies, certificates, renewals and endorsements issued by
South Pointe, and
will otherwise notify Company of all liability accepted within
10 days following
the effective date of the liability or change.
21. Any risk that South Pointe submits to the Company for
approval
because South Pointe does not have the authority to bind or
quote that risk by
this Agreement or the Company's Underwriting Guide or
underwriting program, and
which the Company approves for quote, must be reported to the
Company the same
day that South Pointe binds that risk.
3
<PAGE>
22. South Pointe will report to the Company all actual and
potential
claims on a Policy. This report will be made in writing no later
than the end of
the business day following the day that South Pointe receives
notice of the
claim, regardless of how the notice is obtained or received.
South Pointe will
forward to the Company immediately all proofs of loss,
notice-of-claim letters,
summons and complaint and other legal papers or documents
relating to such a
claim.
OWNERSHIP OF EXPIRATIONS
23. If, upon cancellation of this Agreement, South Pointe has
promptly
accounted for and paid to the Company all premiums and other
monies and
securities collected or held for or on behalf of Company for
which South Pointe
may be liable, and South Pointe is not otherwise in default of
this Agreement,
then the records of South Pointe and the use and control of
expirations shall
remain the property of South Pointe. Otherwise, the right and
title to the
records and the use and control of ownership of expirations
shall be vested in
the Company for sale, use or disposal as it deems fit to reduce
the amount of
indebtedness. To this end, South Pointe grants the Company a
security interest
in the Policies' expirations.
24. Regardless of who owns control of the expirations, the
parties
recognize that the Policyholder, who pays the premium,
ultimately decides who
services and underwrites their insurance. Therefore, despite the
language
regarding the property rights and the expiration dates of
Policies, the decision
of the Policyholder reflects the ultimate proprietary interest
of expirations.
TERMINATION AND SUSPENSION
25. This Agreement will terminate if at least one of the
following
occurs:
(a) The Company ceases to write insurance in the state(s)
identified in the preamble.
(b) A party gives 60 days' advance written notice to the
other,
without assigning cause.
(c) Automatically if any public authority cancels, suspends
or
declines to renew South Pointe's license or Certificate of
Authority, written
notice of which South Pointe must give to the Company by the end
of the business
day following the date of the act in question.
(d) Automatically on the effective date of sale, transfer,
or
merger of South Pointe's business, unless the Company has agreed
to appoint the
successor as its general agent as provided in this
Agreement.
(e) Automatically upon attachment of South Pointe's
business,
records or accounts pursuant to any order of court or regulatory
official.
(f) Automatically if any federal or state insolvency proceeding
is
started by or against either party, which proceeding is not
dismissed within 30
days of its filing.
(g) Immediately upon either party giving written notice to
the
other in the event of abandonment, fraud, or gross and willful
misconduct on the
part of such other party.
(h) Upon South Pointe's default in its payment or
performance
obligations under this Agreement, in which case the Company may
immediately
terminate this Agreement without notice and be relieved of any
further
obligation to the South Pointe.
4
<PAGE>
26. On the occurrence of Items (c) through (h), the Company has
the
option of immediately suspending all or any part of the
authority given to South
Pointe under this Agreement, instead of terminating the
Agreement. The
| 
