EXHIBIT 10(a): Agreement for Feasibility Study
Gec Consultants, Inc.
0000 Xxxxxxxxx Xxx. - Xxxxxx, XX 00000-0000
000-000-0000 - FAX 000-000-0000
Email: xxx@xxxxxxxxxxxxxx.xxx
xxxx://xxx.xxxxxxxxxxxxxx.xxx
AGREEMENT FOR FEASIBILITY STUDY
Exhibit "A"
DETERMINATION OF FEES: Upon your acceptance of this agreement you
shall pay GEC Consultants, Inc. (GEC) a retainer of Two Thousand
($2,000.00) dollars for a start-up of the Feasibility Study
Project to be provided as follows: Development of a Feasibility
Study directed at investors for St. Xxxxxx Clipper Bar &
Restaurant c/o Xxxxxxxx X. Xxxxxx to be prepared with your
cooperation and input. This, to be finished in sex weeks or
sooner, printed and bound suitable for presentation to the
directed party above.
Exhibit "B"
The total fee for the project listed will be a base total of
$4,000.00. Please note that capital fund raising, franchising,
Total Quality Management analysis, architectural engineering and
interior design work must be done by others and will require
separate agreements with an architect, engineers, interior
decorators, franchise or financial source attorneys and TQM
experts of your choice. Also, general contracting for all
construction activities requires the selection and agreement with
a general contractor of your choice. GEC shall not be held
accountable or liable for the activities, actions, results or
costs of any of the agencies mentioned in this section.
Exhibit"C"
ACCEPTANCE BY CLIENT OF PROJECT BY MODULES
Acceptance is hereby given to\for GEC to proceed with consulting
service on the following modules listed by number :or for
services described above in Exhibit "A."
For Client
I request that you begin on the following date: 4-1-03
and a retainer of $2,000 is attached.
SIG: /s/
FOR: S.G.C. Holdings
Title: President
For GEC CONSULTANTS, INC.
RECEIPT OF INSTRUCTIONS, RETAINER AND AUTHORITY TO PROCEED IS
ACKNOWLEDGED.
/s/
BY: XXXXX X. XXXXXX
PRESIDENT
EXHIBIT "D" CHEDULE OF NORMAL HOURLY FEES
For services not normally included in the Study
Planning Services $175.00 per hour
This includes the preparation of those items which allow us and
the client to determine the scope and economic feasibility of the
project e.g., site investigation, flow diagram and material
balances, preliminary layouts and calculations, order-of-
magnitude capital cost estimates, xxxxxxx charts, operating cost
estimates, project schedules, and economic justification reports.
Design Services $200.00 per hour
These services allow us to coordinate the definition of the scope
of the project through drawings and specifications in sufficient
detail to enable the client to obtain, competitive bids from
qualified vendors and contractors and to construct the desired
facilities. This includes obtaining professionals to provide
process, mechanical, structural civil, electrical, and
architectural designs and specifications.
Contract Management Services $200.00 per hour
GEC and a licensed architect of your choice will assist in
coordination so that qualified vendors and contractors bid, dig
their bids are analyzed accurately and that they understand the
schedules and budgets involved in the project. This includes the
preparation of bid documents, the pre-qualifying of suppliers
regarding financial stability and competence, the receipt of
bids, their analysis and the preparation of recommendations and
purchase order forms for the client's signature. It also includes
tracking and expediting of the orders once they are issued. A
monthly project report will be issued which will indicate percent
variance from the project budget and schedule. This phase can
also include vendor submittal approvals if necessary.
These Hourly Fees include reimbursement for:
GEC Salaries and for the associated payroll costs of Social
Security, State and Federal Workmen's Compensation, Unemployment
Insurance, paid holidays, sick leave, vacation, group insurance,
incentive program and retirement benefits.
The GEC office and administrative overhead costs of rent, heat
and light, drafting supplies, local telephone and travel costs in
the Chicago area, insurance, taxes, administrative staff
salaries, overtime premium pay for our hourly paid employees, non-
reimbursable time, and a profit.
A retainer may be requested
EXHIBIT "E" OUT-OF-POCKET COST SCHEDULE
In addition to the agreed upon Hourly Rate and/or Fixed Fee, for
the project we will invoice for those of the following Out-of-
Pocket costs incurred in carrying out the assignment as defined
below:
1. Long distance communication, travel and subsistence for Home
Office personnel at actual cost.
2. Xerographic reproductions, Xerox copies, etc. at $.75 per
square foot plus postage; Other reproducibles at cost plus 10%
plus postage.
3. Subsistence, living and travel, allowances for resident
field personnel assigned to the job site, the costs for periodic
travel between the job site and their permanent home and travel
expenses in and around the site area.
4. Field office and costs such as rent, heat, light, equipment
rentals, supplies, telephone, secretarial, project car and/or
truck, etc. at actual cost
5. Travel time and the time spent in meetings, conferences,
field visits, expediting, etc., at any location by Home Office
Personnel will be charged at the same Hourly Rates and/or Fees
unless some other terms are specified in the Agreement.
6. Subcontracted services, such as soils investigations,
surveys, laboratory testing, shop fabrication details, etc., at
the actual contract price plus 25% to cover additional liability
Insurances and other administrative costs.
7. Local and long distance automobile travel will be invoiced
at .38 per mile.
8. Meal expenses for meetings incurred on behalf of the client
billed at our cost including tips.
9. Printing expenses for the preparation of manuals, forms,
menus, etc. will be billed at cost plus 10%.
EXHIBIT "F"
That Payments shall be made by check upon receipt of invoice for
modules or phases completed and associated costs. Fees for
additional or partial services will be billed to you at our
regular rate of $175 per hour. Expenses incurred on, your behalf,
with your approval, will be billed to you at cost or as stated in
Exhibits "D" and "E"..
Air travel will be billed to you at our net. Secretarial service
for additional manuscripts or statistical typing is billed at $28
per hour. Computer time, additional to that of the modules listed
above is billed at $75 per hour determined on a 1/10 hour basis.
For extended on-site visits, all travel and living expenses are
billed at our net cost.
EXHIBIT "G" GENERAL CONDITIONS
INSURANCE AND LIABILITIES
GEC is not liable for any charges made by or for the Owner or
Contractor for the cost of lost time for field or plant office
labor, for any materials or equipment costs, nor the costs of
Owner lost production and sales.
The extent of any GEC liability over and above that provided by
the insurance coverages specified herein is limited to the re-
performance of any consulting work deemed not done in accordance
with accepted professional consulting standards.
The Owner will, indemnify and hold GEC harmless from any legal
action for which GEC is not judged liable resulting from GEC's
participation in the work and its use by the Owner for personal
injury or property damage brought by third parties. The Owner
will reimburse GEC for the Hourly Fee Charges and Out-of-Pocket
Costs GEC incurs in defending any such action and for the costs
incurred for any legal fees or other charges for legal defense,
liabilities or claims and deductibles in GEC insurance policies.
This indemnification provision extends for the period of time
provided for in the applicable Statute of Limitations covering
such claims.
The Owner will be notified of the filing of any such claim by a
Third Party at the time the notice of the claim is received by
GEC.
DESIGN-ENGINEERING
It is understood that if the Owner and/or Contractor believe
consulting errors or omissions of any nature exist, GEC assumes
no liability unless GEC is permitted, at the Owner's expense and
as the Owner's consultant, to review the situation in the field;
determine the problem and recommend the manner in which the
situation is to be corrected. Such a review is not to be
construed as an admission that, in fact, an error or omission was
committed by GEC.
SHOP DRAWING APPROVALS
When GEC is asked to review shop drawings prepared by others, the
GEC review is limited to determining in general that these
drawings conform to the project design concept. In the event that
discrepancies, deviations or conflicts between the shop drawings
and design drawings and specifications are discovered, either
prior to or after GEC's processing the design drawings and
specifications shall be followed.
COST ESTIMATES
Cost estimates prepared by GEC shall be based upon the degree of
consulting work authorized by the Owner. This work will be
evaluated in relation to construction methods known to them and
adjusted for the appropriate area construction costs indexes. The
estimates are not to be considered the final cost of the project.
PROJECT SCHEDULE
Project schedules are developed by GEC using their past
experience and the current availability of labor, material and
equipment, and do not constitute a firm final date for the
project completion.
WAIVER OF LIABILITY FOR PRIOR SITE CONDITIONS
GEC assumes all existing structures and facilities adjacent to or
connected in any way with the project site and all Owner
procedures meet with all local, state and Federal Codes and GEC
assumes no liability for any violations of these codes. It is
GEC's responsibility to meet with the requirements of such codes
only in the performance of the work authorized in their agreement
with the Owner.
OTHER SERVICES
When GEC provides Purchasing, Accounting, Field Engineering, or
Contract Management, GEC does not extend any warranties or
guarantees for any items of equipment or material, or for the
work of the contractors employed by GEC for the Owner or
recommended by GEC to the Owner and hired by him or employed
directly by the Owner. The Owner is protected only by the
warranties or guarantees extended by these vendors and
contractors and the contract documents.
INVOICING
It is our normal practice to invoice at weekly intervals for the
fees earned and the Costs incurred in the preceding period. We
will xxxx in accordance with the Project Fee as stated in Exhibit
"A" or when necessary at the hourly Fee Schedule Exhibit "A" and
the Out-of-pocket Cost Schedule, Exhibit "B", all attached hereto
and made a part hereof. We will not exceed the estimated sum
without written approval and a means for our continued
reimbursement.
TERMINATION
It is our policy that a client may terminate any work in progress
for any cause whatsoever and will only reimburse us for all
costs, including overheads and profit, incurred to that date,
plus any additional amount of these costs incurred in terminating
the work to the client's satisfaction and a guarantee of payment
to any contractors or vendors with whom we have dealt on the
client's behalf and who have been retained to work on the
project.
Formal authorization for us to terminate may be in the form of a
signed notice delivered to either party by certified mail at the
address designated following:
GEC CONSULTANTS, INC. Client: ________________
Attn: Xx. Xxxxx X. Xxxxxx Attn: ________________
0000 Xxxxxxxxx Xxx.
Xxxxxx, XX 00000-0000
Within ten days after notice, a check from the client will be
delivered to the above address of GEC Consultants Inc. in
settlement of all fees and costs due GEC as described above.
However, in the case that these fees and costs due GEC are less
than the retainer remaining at the time of termination, GEC will
deliver a check in the amount of the difference to the client. In
case either party defaults in meeting payment deadlines an
additional service fee of 2% per month will be included in the
running balance.
Disclaimer by GEC
This proposal is made as a guide for the activities to be
undertaken by GEC on behalf of this project and is not a
representation or warranty of any kind by GEC Consultants, Inc.
or any person associated therewith, respecting the present or
future accuracy or completeness of, and no representation or
warranty is to be inferred from any information contained in the
modules listed herein as to the financial success or results
based on this proposal.
All restaurants and bar investments are subject to a high degree
of risk. The success of restaurant operations may be affected by
many factors, including but not limited to the following: high
labor costs; food waste; inconsistency of product quality;
insufficient security; quality of staff; difficulty of predicting
food and drink needs in a new business; adverse changes in
general economic conditions; local conditions, such as increased
competition that may glut the supply of restaurant facilities;
the nature of the neighborhood in which the restaurant is
located; the changing population patterns in the area in which
the restaurant is located; and the attitude towards service and
hospitality provided by the owners in management. GEC
Consultants, Inc. suggests that the investors carefully weigh all
factors that may effect their financial success and make their
decision to proceed independently of the information presented in
this proposal.
Intellectual Property
Intellectual Property is defined as those things that are created
by GEC by utilizing our experience, talent and expertise
including both objective and subjective input. All intellectual
work is protected, by the copyright laws and is the intellectual
property of GEC but the client has the right to use any of this
copyrighted property produced as a adjunct of the agreement
specified above.
GEC CONSULTANT& INC. NOTICE TO CLIENTS
Please read this carefully!
FINANCIAL FUNDS
GEC CONSULTANTS, INC. can assist a client in selecting an
appropriate professional to act as an agent to the client in
securing funds for capital and other purposes. However, GEC
CONSULTANTS, INC. shall be held harmless in this matter and
should in no way be construed that GEC CONSULTANTS, INC. is
acting as a broker or as a participant in the search for sources
of financial funding
BUSINESS PLAN
If you have contracted with GEC CONSULTANTS, INC. to develop
a business plan or various financial documents, this data will be
developed and presented to you as hard copy only, and not on any
software disks. This is because the software programs that have
been utilized to create, edit, or otherwise modify these business
plans were developed by GEC CONSULTANTS, INC. by its principal,
XXXXX X. XXXXXX. The price you are paying for the plan or
documents or any modifications are for the results only and not
for the software or right to manipulate, edit or otherwise alter
the basic software intrinsic to this data.
Therefore, any modifications that you may want to make to
any plan must be done by GEC CONSULTANTS, INC. at their usual and
customary charges. No license to use the software developed to
create the business plans is intended to be leased or sold to you
with your plan.
I have read the above Notice to Clients and agree to accept
its terms.
/s/ Dated 4-1-03
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CLIENT
