EXHIBIT 10.24
MANAGEMENT AGREEMENT
--------------------
This Agreement is entered into on March 31, 1997, effective as of the 1st
day of January 1997, between Cimarron Insurance Company, Inc. hereinafter
referred to as Insurer, and Mercury General Corporation, hereinafter referred to
as Manager.
In consideration of the promises, conditions and covenants herein
contained, the parties agreed as follows:
1. The Manager promises to manage the Insurer, and to conduct on
their behalf any and all duties of management as shall be necessary for the
complete operation of the Insurer.
2. That Insurer promises and hereby delegates to the Manager all of
the duties of management which they are allowed to so delegate by the laws of
the State of Kansas, including but not limited to the following duties: to
issue and underwrite insurance policies, which the Insurer may be so authorized
to do by law, in accordance with the rules and regulations as delineated in the
underwriting manuals of the Insurer, settle and adjust any and all losses and
claims, defend lawsuits, establish premium rates, establish and choose sales
agents and brokers, determine agents' and brokers' commissions, prepare the
records necessary for the conduct of the insurance business, furnish all forms,
supplies and agents' manuals necessary for the conduct of the insurance business
and such other duties as mutually agreed upon by the parties.
3. That Manager promises to perform all of the operating functions on
behalf of the Insurer including but not be limited to the following:
A. To acquire, license and appoint sales agents and brokers for
the production of the insurance business of and for the Insurer, provided
1
that the Insurer shall retain the right to refuse the appointment of any agent
or broker and the right to terminate any agent or broker.
B. To issue and underwrite policies on behalf of the Insurer and
to choose and obtain the necessary application and policy forms.
C. To furnish for Insurer all of the operating forms, printing
supplies, agents' manuals and any other related items which may become necessary
for the operation of the insurance business.
D. To pay on behalf of the Insurer all of their operating
expenses, including but not limited to rent, supplies, salaries of all
personnel, telephone, advertising costs, costs of settling and adjusting all
insurance claims, legal defense costs, court costs, costs of loss analysis,
accounting costs (other than auditing), premium collection costs; provided,
however, the Insurer shall pay, and be responsible for, the costs of management
fees, premium taxes, losses, reserves for unpaid losses, reserves for unpaid
loss adjustment expense, audit fees, assigned risk or similar assessments,
bureau fees, Fair Plan or similar assessments, directors' fees, agents'
commissions, reinsurance premiums, investment counsel fees, assessments by the
various state guarantee associations in the states in which Insurer is licensed,
membership fees in the National Association of Independent Insurers, any
assessments by that Association, political contributions, premiums paid for
insurance policies in which the Insurer is the beneficiary and owner, such as
fidelity bonds, taxes of all types and costs which may be levied on insurance
companies by the governmental authorities having jurisdiction over the same and
agents' bonuses (contingency commissions).
E. Such other operating functions as mutually agreed upon by the
parties.
2
4. Manager shall be reimbursed monthly for all expenses incurred on
behalf of the Insurer. The parties may mutually agree to an alternate
reimbursement schedule, subject to the approval of the Kansas Insurance
Department. Manager shall provide an annual report showing all expenses
incurred and reimbursed during the prior years to enable Insurer to include such
information on any necessary regulatory filings.
5. The ownership and legal title to the insurance policies, insurance
policy records, data processing tapes, disks, programs and documentation, and
account records of the Insurer, compiled on behalf of Insurer by Manager, shall
remain in and with Insurer, however, Manager shall have access to such records
at all times and shall permit Manager to examine and copy any data in Insurer's
possession.
6. The term of this Agreement shall commence on January 1, 1997 and
shall continue until terminated as provided herein. Either party may terminate
this Agreement upon ninety (90) days prior written notice to the other party,
and any necessary notice to any applicable state insurance department. Upon
termination, Manager shall provide a final reimbursement invoice for the
services provided prior to termination, and Insurer shall pay such invoice
within thirty (30) days of receipt thereof.
This Agreement shall be governed by the laws of the State of Kansas.
This Agreement contains the entire agreement between the parties hereto and
no other agreement or understanding, verbal or otherwise, exists between the
parties except as expressly set forth herein.
The obligations of the Manager hereunder are not subject to assignment or
delegation except with the prior consent of Insurer, and prior notification to
the Kansas Commissioner of Insurance.
3
For the purposes of this Agreement, Manager shall be considered an
independent contractor and not an agent or an employee of the Insurer.
IN WITNESS WHEREOF, we have set our hands and seals this 1st day of April
1997.
CIMARRON INSURANCE COMPANY, INC. MERCURY GENERAL CORPORATION
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
_____________________________ ___________________________
By: Xxxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxxx
President President
/s/ Xxxxxxxx Xxxxxxxxxx /s/ Xxxx Xxxxxxx
_____________________________ ___________________________
By: Xxxxxxxx Xxxxxxxxxx By: Xxxx Xxxxxxx
Secretary Secretary
4
MANAGEMENT AGREEMENT
--------------------
This Agreement is entered into on March 31, 1997, effective as of the 1st
day of January 1997, between American Fidelity Insurance Company hereinafter
referred to as Insurer, and Mercury General Corporation, hereinafter referred to
as Manager.
In consideration of the promises, conditions and covenants herein
contained, the parties agreed as follows:
1. The Manager promises to manage the Insurer, and to conduct on
their behalf any and all duties of management as shall be necessary for the
complete operation of the Insurer.
2. That Insurer promises and hereby delegates to the Manager all of
the duties of management which they are allowed to so delegate by the laws of
the State of Oklahoma, including but not limited to the following duties: to
issue and underwrite insurance policies, which the Insurer may be so authorized
to do by law, in accordance with the rules and regulations as delineated in the
underwriting manuals of the Insurer, settle and adjust any and all losses and
claims, defend lawsuits, establish premium rates, establish and choose sales
agents and brokers, determine agents' and brokers' commissions, prepare the
records necessary for the conduct of the insurance business, furnish all forms,
supplies and agents' manuals necessary for the conduct of the insurance business
and such other duties as mutually agreed upon by the parties.
3. That Manager promises to perform all of the operating functions on
behalf of the Insurer including but not be limited to the following:
A. To acquire, license and appoint sales agents and brokers for
the production of the insurance business of and for the Insurer, provided
1
that the Insurer shall retain the right to refuse the appointment of any agent
or broker and the right to terminate any agent or broker.
B. To issue and underwrite policies on behalf of the Insurer and
to choose and obtain the necessary application and policy forms.
C. To furnish for Insurer all of the operating forms, printing
supplies, agents' manuals and any other related items which may become necessary
for the operation of the insurance business.
D. To pay on behalf of the Insurer all of their operating
expenses, including but not limited to rent, supplies, salaries of all
personnel, telephone, advertising costs, costs of settling and adjusting all
insurance claims, legal defense costs, court costs, costs of loss analysis,
accounting costs (other than auditing), premium collection costs; provided,
however, the Insurer shall pay, and be responsible for, the costs of management
fees, premium taxes, losses, reserves for unpaid losses, reserves for unpaid
loss adjustment expense, audit fees, assigned risk or similar assessments,
bureau fees, Fair Plan or similar assessments, directors' fees, agents'
commissions, reinsurance premiums, investment counsel fees, assessments by the
various state guarantee associations in the states in which Insurer is licensed,
membership fees in the National Association of Independent Insurers, any
assessments by that Association, political contributions, premiums paid for
insurance policies in which the Insurer is the beneficiary and owner, such as
fidelity bonds, taxes of all types and costs which may be levied on insurance
companies by the governmental authorities having jurisdiction over the same and
agents' bonuses (contingency commissions).
E. Such other operating functions as mutually agreed upon by the
parties.
2
4. Manager shall be reimbursed monthly for all expenses incurred on
behalf of the Insurer. The parties may mutually agree to an alternate
reimbursement schedule. Manager shall provide an annual report showing all
expenses incurred and reimbursed during the prior years to enable Insurer to
include such information on any necessary regulatory filings.
5. The ownership and legal title to the insurance policies, insurance
policy records, data processing tapes, disks, programs and documentation, and
account records of the Insurer, compiled on behalf of Insurer by Manager, shall
remain in and with Insurer, however, Manager shall have access to such records
at all times and shall permit Manager to examine and copy any data in Insurer's
possession.
6. The term of this Agreement shall commence on January 1, 1997 and
shall continue until terminated as provided herein. Either party may terminate
this Agreement upon ninety (90) days prior written notice to the other party,
and any necessary notice to any applicable state insurance department. Upon
termination, Manager shall provide a final reimbursement invoice for the
services provided prior to termination, and Insurer shall pay such invoice
within thirty (30) days of receipt thereof.
This Agreement shall be governed by the laws of the State of Oklahoma.
This Agreement contains the entire agreement between the parties hereto and
no other agreement or understanding, verbal or otherwise, exists between the
parties except as expressly set forth herein.
The obligations of the Manager hereunder are not subject to assignment or
delegation except with the prior consent of Insurer.
For the purposes of this Agreement, Manager shall be considered an
independent contractor and not an agent or an employee of the Insurer.
3
IN WITNESS WHEREOF, we have set our hands and seals this 1st day of April
1997.
AMERICAN FIDELITY
INSURANCE COMPANY MERCURY GENERAL CORPORATION
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
_____________________________ ___________________________
By: Xxxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxxx
President President
/s/ Xxxxxxxx Xxxxxxxxxx /s/ Xxxx Xxxxxxx
_____________________________ ___________________________
By: Xxxxxxxx Xxxxxxxxxx By: Xxxx Xxxxxxx
Secretary Secretary
4
MANAGEMENT AGREEMENT
--------------------
This Agreement is entered into on March 31, 1997, effective as of the 1st
day of January 1997, between AFI Management Company, Inc. hereinafter referred
to as Company, and Mercury General Corporation, hereinafter referred to as
Manager.
In consideration of the promises, conditions and covenants herein
contained, the parties agreed as follows:
1. The Manager promises to manage the Company, and to conduct on
their behalf any and all duties of management as shall be necessary for the
complete operation of the Company.
2. That Company promises and hereby delegates to the Manager all of
the duties of management which they are allowed to so delegate by the laws of
the State of Texas, including, but not limited to, defend lawsuits, establish
and choose agents and brokers, determine agent commissions, prepare the records
necessary for the conduct of its business, furnish all forms, supplies and other
material necessary for the conduct of its business.
3. That Manager promises to perform all of the operating functions on
behalf of the Company, including but not limited to the payment on behalf of the
Company all of its operating expenses, including but not limited to rent,
supplies, salaries of all personnel, telephone, advertising costs, legal defense
costs, court costs, accounting costs (other than auditing), provided, however,
the Company shall pay and be responsible for the costs of management fees,
reserves for losses, audit fees, assessments due as the result of licensing of
the Company, sales taxes, agent commissions, investment counsel fees, membership
fees, political contributions, premiums paid for insurance policies in which the
1
Company is the beneficiary and owner, taxes of all types and costs.
4. Manager shall be reimbursed monthly for all expenses incurred on
behalf of the Company. The parties may mutually agree to an alternate
reimbursement schedule. Manager shall provide an annual report showing all
expenses incurred and reimbursed during the prior years to enable Company to
include such information on any necessary regulatory filings.
5. The ownership and legal title to the insurance policies, insurance
policy records, data processing tapes, disks, programs and documentation, and
account records of the Company, compiled on behalf of Company by Manager, shall
remain in and with Company, however, Manager shall have access to such records
at all times and shall permit Manager to examine and copy any data in Company's
possession.
6. The term of this Agreement shall commence on January 1, 1997 and
shall continue until terminated as provided herein. Either party may terminate
this Agreement upon ninety (90) days prior written notice to the other party,
and any necessary notice to any applicable state insurance department. Upon
termination, Manager shall provide a final reimbursement invoice for the
services provided prior to termination, and Company shall pay such invoice
within thirty (30) days of receipt thereof.
This Agreement shall be governed by the laws of the State of Texas.
This Agreement contains the entire agreement between the parties hereto and
no other agreement or understanding, verbal or otherwise, exists between the
parties except as expressly set forth herein.
The obligations of the Manager hereunder are not subject to assignment or
2
delegation except with the prior consent of Company.
For the purposes of this Agreement, Manager shall be considered an
independent contractor and not an agent or an employee of the Manager.
IN WITNESS WHEREOF, we have set our hands and seals this 1st day of April
1997.
AFI MANAGEMENT COMPANY MERCURY GENERAL CORPORATION
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
_____________________________ ___________________________
By: Xxxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxxx
President President
/s/ Xxxxxxxx Xxxxxxxxxx /s/ Xxxx Xxxxxxx
_____________________________ ___________________________
By: Xxxxxxxx Xxxxxxxxxx By: Xxxx Xxxxxxx
Secretary Secretary
3
