Exhibit 10.7
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made and effective as of this
1st day of May, 2007, (the "Effective Date") by and between City Capital
Corporation, a Nevada corporation ("Contractor"), and Xxxxxx Development, LLC, a
Missouri limited liability company ("Client").
W I T N E S S E T H:
WHEREAS, Contractor desires to provide Contractor's services as an
independent contractor to Client, and Client desires to retain Contractor to
provide such services.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
1. Engagement. Client hereby retains Contractor as an independent contractor to
manage the business operations and assets of the Client and otherwise perform
the Services, as defined below.
2. Relationship of Parties. The parties agree that an independent contractor
relationship shall be created by this Agreement and nothing herein shall be
construed to create the relationship of employer and employee between Client and
Contractor. In the performance of the duties and obligations evolving upon
Contractor under this Agreement, Contractor shall not be acting and performing
as an employee of Client. Client is interested only in the results to be
achieved by Contractor, and the conduct and control of Contractor's work will
lie solely with Contractor.
3. Services. Client hereby provides Contractor with the power and authority and
authorizes Contractor to conduct or cause to be conducted the following services
(hereinafter, the "Services"), on behalf of Client:
(a) Purchase liability and other insurance to protect Client's property and
business;
(b) Invest Client funds in real estate related ventures. Due to the nature
of certain business and/or real estate transactions entered into by Contractor
on behalf of Client, Client hereby acknowledges that certain funds expended by
Contractor on Client's behalf may not be liquid or immediately available for
return at Client's request and hereby agrees that any and all Contractual
Obligations (as defined below) shall be fulfilled prior to Client gaining access
to any of the funds used to fulfill such Contractual Obligation(s);
(c) Execute and deliver on behalf of the Client instruments and documents
in the ordinary course of business, including, without limitation, checks,
drafts, notes and other negotiable instruments, mortgages or deeds of trust,
security agreements, financing statements, documents providing for the
acquisition, mortgage or disposition of the Client's property, assignments,
bills of sale, leases, partnership agreements, and any other instruments or
documents necessary to the Client in the ordinary course of business;
(d) Keep all books of account and other records of Client;
(e) Pay all debts and other obligations of Client, to the extent the funds
of the Client are available therefore;
(f) Maintain all funds of the Client held by Contractor in accounts in any
bank or banks designated by either Client or Contractor and make deposits
thereto and withdrawals therefrom;
(g) Provide Client with a quarterly Balance Sheet and Income Statement
summarizing the business activity of Client and the status of projects in which
Client's funds are in use; and
(h) Enter into any contract that will encumber the assets or funds of
Client or otherwise make any transfer, pledge, guaranty or other expenditure of
Client's funds ("Contractual Obligation").
4. Limitation of Services. Notwithstanding the provisions of Paragraph 3 above,
Contractor may not perform any of the following actions without the written
consent of Client:
(a) Dissolve or otherwise terminate the business of Client; or
(b) Sell, transfer or convey all or substantially all of the assets of the
Client.
5. Compensation. As consideration for Contractor's Services under this
Agreement, Client shall pay Contractor an amount equal to Five Thousand Dollars
($5,000) for the management of each property purchased by Client ("Management
Fee"). The Management Fee described herein shall be paid from Client to
Contractor upon the consummation of the sale of the property.
6. Reimbursement of Expenses. The reasonable costs and expenses incurred by
Contractor due to the provision of Contractor's Services under this Agreement
shall be reimbursed by Client upon submission of such costs and expenses to
Client in a written report and subject to Client's standard operating procedures
with respect to the reimbursement of expenses.
7. Term/Termination. The term of Contractor's engagement shall be for a period
of six (6) years from the Effective Date of this Agreement (the "Term"). Client
shall have the right to terminate this Agreement at any time prior to the
expiration of the Term hereof upon Client's delivery of ninety (90) days written
notice of Client's termination to Contractor. Contractor may terminate this
Agreement prior to the expiration of the Term hereof upon delivery of thirty
(30) days written notice of Contractor's termination hereof to Client.
Furthermore, the parties may terminate this Agreement by mutual written
agreement at any time.
8. Indemnification. At all times during the Term of this Agreement and following
the termination hereof, Client shall indemnify and hold Contractor harmless from
any and all actions, causes of action or other form of liability that may be
asserted against Contractor due to the performance of Contractor's duties under
this Agreement. In addition, Contractor shall be indemnified by Client as a
manager of a limited liability company or other officer of a company to the
fullest extent permissible by Missouri law.
9. Miscellaneous. This Agreement sets out the entire agreement of the parties
hereto and supersedes and cancels any and all previous negotiations,
arrangements, agreements and understandings between the parties. There shall be
no amendment to, or modification of, the provisions of this Agreement until and
unless they have first been reduced to writing and executed by the parties
hereto. It is understood and agreed that the construction and interpretation of
this Agreement shall at all times and in all respects be governed by the laws of
the State of Missouri.
IN WITNESS WHEREOF, Client and Contractor have duly executed this Agreement
as of the day and year first above written.
CLIENT
Xxxxxx Development, LLC,
a Missouri limited liability company
By: Entrust New Direction - XXX, Inc.,
f/b/o Xxxxxx X. Xxxxxx, XXX,
an individual retirement account
Its: Vice President
--------------
Read and Accepted By:
/s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
CONTRACTOR
City Capital Corporation,
a Nevada corporation
By: /s/ Xxxxxx Xxxxxx, Jr.
----------------------
Xxxxxx Xxxxxx, Jr., President
