EXHIBIT 10.24
MANAGEMENT AGREEMENT
This Agreement is entered into on January 2, 2002 effective as of the 2nd day of
January 2002, by and among Mercury Insurance Company of Florida and Mercury
Indemnity Company of Florida (hereinafter collectively referred to as
"Insurers") and Mercury Insurance Services, LLC (hereinafter referred to as
"Manager").
In consideration of the promises, conditions, and covenants herein
contained, the parties agree as follows:
1. The Manager promises to manage the Insurers, and to conduct on their
behalf any and all duties of management as shall be necessary for the complete
operation of the Insurers.
2. The Insurers promise and hereby delegate to the Manager all of the
duties of management which they are allowed to so delegate by the laws of the
State of Florida, including, but not limited to, the following duties: to issue
and underwrite insurance policies, which the Insurers may be so authorized to do
by law, in accordance with the rules and regulations as delineated in the
underwriting manuals of the Insurers, 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.
3. The Manager promises to perform all of the operating functions on behalf
of the Insurers including, but not 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 Insurers, provided that
the Insurers 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 Insurers and to choose
and obtain the necessary application and policy forms.
C. To furnish for the Insurers 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 Insurers 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
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assessments, bureau fees, Fair Plan or similar assessments, directors'
fees, agents' commissions, reinsurance premiums, investment counsel fees,
assessments by any Florida guarantee association, political contributions,
premiums paid for insurance policies in which the Insurer is the
beneficiary and the 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).
4. The Manager shall be reimbursed monthly, on a cost basis, for all
expenses incurred on behalf of the Insurers.
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 Insurers, compiled on behalf of the Insurers by the
Manager, shall remain in and with the Insurers, however, the Manager shall have
joint custody with the Insurers of said records.
6. This Agreement shall be in effect until terminated by either party upon
ninety (90) days prior written notice to the nonterminating party.
7. Allocation method for shared expenses (facilities, equipment, personnel,
computers, etc.) are to be consistent with statutory accounting principles.
8. All underwriting, claims and investment services provided the Insurers
are to be based upon the written criteria, standards and guidelines of the
Insurers. However, the Insurers shall have the ultimate and final authority over
decisions and policies; to include, but not be limited to, the acceptance,
rejection or canceling of risks, the payment or non-payment of claims and the
purchase and sale of securities.
9. Notwithstanding any other provision of this Agreement, it is understood
that the business and affairs of the Insurers shall be managed by its Board of
Directors, and to the extent delegated by such Board, by its appropriately
designated officers. The Board of Directors and officers of the Manager shall
not have any management prerogatives with respect to the business affairs and
operations of the Insurers.
[Signature Page Follows]
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IN WITNESS WHEREOF, we have set our hands this 2nd day of January, 2002.
MERCURY INSURANCE COMPANY MERCURY INDEMNITY COMPANY
OF FLORIDA OF FLORIDA
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President Xxxxxx Xxxxxx, President
MERCURY INSURANCE SERVICES, LLC
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
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