EXHIBIT 10.17
CONSULTING AGREEMENT
This Consulting Agreement is entered into this 5th day of March, 2003, by
and between LVM Company ("LVM") and North Pointe Insurance Company ("NPIC").
RECITALS
WHEREAS, LVM, and Xxxxxxxx X. XxxXxxx ("XxxXxxx") have been integral to the
success of NPIC by providing claims adjusting services at competitive market
rates since the inception of NPIC in 1987; and
WHEREAS, the Board of Directors and executive management of NPIC recognize
that LVM and more specifically XxxXxxx, have substantially contributed to the
financial success of NPIC through the development, implementation, and
maintenance of consistently outstanding claims adjustment philosophies and
procedures; and
WHEREAS, the Board of Directors of NPIC intends to provide for the
continued consultation by LVM with NPIC in the future.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. ENGAGEMENT. The Company hereby engages LVM to perform claims consulting
services for NPIC, and LVM hereby accepts such engagement as a claims
consultant to NPIC, on the terms and conditions set forth below.
2. PERFORMANCE OF SERVICES.
2.1 CONSULTING DIRECTORS. LVM shall render such consulting services to
NPIC as may be requested by such person or persons designated by NPIC
as the Consulting Directors. The services to be provided by LVM shall
be performed through and by XxxXxxx, and shall not be assigned or
delegated to any other person. For purposes of this Agreement, the
Consulting Directors shall be B. Xxxxxxx Xxxxxxx, Xxxxxxx XxxXxxx and
Xxxxx X. Xxxxxxx. Assignments from the Consulting Directors to LVM may
be in oral or written form. To the extent requested by the Consulting
Directors, LVM shall provide the Consulting Directors written or oral
reports reflecting LVM's activities and results of its consulting
services to NPIC.
3. TERM OF AGREEMENT. This Agreement will be effective for an initial term of
one (1) year from January 1, 2003 and thereafter will automatically renew
for a successive term of one (1) year each unless NPIC gives written notice
to LVM of its election not to renew for an additional term; notice shall be
given to LVM at least ninety (90) days prior to the expiration date of any
term.
4. COMPENSATION AND EXPENSES. As full, final and exclusive compensation for
all LVM's services under this Agreement, NPIC agrees to pay LVM a fee equal
to the sum of $12,500 per month for the term of the Agreement.
5. RELATIONSHIP OF THE PARTIES.
5.1 INDEPENDENT CONTRACTOR. LVM is an independent contractor and not an
employee, partner, or joint venturer of NPIC, and nothing in this
Agreement shall constitute or be construed to create an employment,
partnership, joint venture or other similar relationship between NPIC
and LVM. LVM shall be solely responsible for payment of any income or
other taxes arising with respect to the compensation payable to LVM
hereunder, and NPIC shall have no obligation to withhold income or
other taxes from such compensation.
5.2 NONEXCLUSIVITY. The parties acknowledge that LVM shall not be required
to be available to perform services on a full-time basis, and that LVM
shall be free to pursue other business activities.
6. NONASSIGNABLE BY CONSULTANT. This Agreement is a personal service contract
and the rights and duties of the LVM hereunder shall not be assignable,
except with the consent of NPIC. Any other attempted assignment or transfer
by LVM shall be void and of no force and effect.
7. SUCCESSORS AND ASSIGNS. If NPIC shall at any time be merged or consolidated
into or with any other corporation, or sold to a third party, this
Agreement shall be binding on any such successor entity to NPIC or buyer of
NPIC, and to the extent applicable and appropriate, on the devises, heirs,
next of kin, executors and administrators of LVM.
8. APPLICABLE GOVERNING LAW. The parties hereto agree that this Agreement
shall be construed in accordance with and governed by the laws of the State
of Michigan and the validity, interpretation, performance and enforcement
of this Agreement shall be governed by the laws of the State of Michigan,
including its laws and decisions relating to conflict of law.
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9. SEVERABILITY. Every provision in this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid, for any
reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder hereof.
10. AMENDMENTS/WAIVERS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by LVM and an authorized officer of NPIC. No waiver by
either party at any time of any breach by the other party, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
11. ENTIRE AGREEMENT. This Agreement expresses the entire agreement of the
parties hereto, and supersedes all prior promises, representations,
understandings, arrangements and agreements between these parties with
respect to the subject matter herein. The parties further acknowledge and
agree that neither of them has made any representation to induce the
execution and delivery of this Agreement, except those as specifically set
forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 5th day of March, 2003.
NORTH POINTE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Its:
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LVM COMPANY
By: /s/ Xxxxxxxx XxxXxxx
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Dated:
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