MANAGING GENERAL AGENCY AGREEMENT DATED FEBRUARY 3

 

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                                                              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.

 

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      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.

 

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      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.

 

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      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.

 

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      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 Agreeme