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EXHIBIT 10.20
AGREEMENT FOR PROFESSIONAL SERVICES
I. This Agreement is entered into on 12 November, 1996 by Xxxxxx and Company,
Inc. hereinafter known as the Subcontractor and Silverleaf Vacation Club, Inc.
hereinafter known as the Contractor. This Agreement supersedes all other
Agreements which are hereby terminated.
II. The Subcontractor agrees to provide to the Contractor the following scope
of services:
1. All Architectural drawings, specifications and related documents
necessary for all Projects required by the Contractor.
2. All Construction Management services necessary for the execution of
the Architectural documents including, but not necessarily limited to, bid
negotiations for fixed and cost plus construction, vendor and subcontractor
negotiation and selection, construction coordination, construction observation
and reporting, quality control, processing applications for payment and other
document administration related to the Work.
3. Coordination of and consulting with Contractor's Construction
Division account no. 717 as it relates to projects at all resort locations
including, but not necessarily limited to, consulting with construction account
no. 717 manager regarding feasibility, scope, scheduling, cost analysis,
subcontractor and vendor selections and project observation and reporting
primarily at PSR, TVR, HLR and LOW project locations.
4. Coordination of and consulting with Contractor's Engineering
Division account no. 718 on all projects including, but not necessarily limited
to, interface in regard to all civil engineering drawings and specifications
and other related documents necessary for all project locations and input and
monitoring of software program utilized to track all projects at all locations.
5. Coordination of and consulting with Contractor's account no. 716 as
it relates to projects at all resort locations including, but not necessarily
limited to, monitoring preparation, review and limited approval of purchase
orders, change orders, narratives and construction observation and reporting
primarily at HHR, OMR and HCR project locations.
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6. All Interior Design services including, but not necessarily limited
to, drawings, specifications, product and vendor research and selection,
purchasing negotiations, and coordination of all new unit interior
installations at all resort locations, coordination, scheduling, costing and
execution of unit rehab and upgrade at all resort locations, merchandising
coordination at all resort locations, and design and execution of all sales
center credibility walls, signage, interior renovations and additions as
requested.
7. Provide Office Management as required by Contractor's needs
including, but not necessarily limited to, review of all construction
proposals, purchase orders, change orders, narratives, in regard to their
procedural and arithmetic accuracy as produced by the Subcontractor and other
departments or divisions of the Contractor, status tracking and end
administration, review and processing of all construction applications for
payment for projects at all locations.
8. All services shall be rendered to the Contractor on a first
priority basis, i.e., provided that the time frames requested by the Contractor
are reasonable, the Subcontractor shall place execution of services ahead of
any and all other client obligations the Subcontractor may have.
III. The Contractor agrees to compensate the Subcontractor for its services
based on the definitions, terms and conditions contained in the attached Exhibit
"A".
IV. The Subcontractor agrees that the use of all drawings, specifications, and
related documents produced for and on behalf of the Contractor shall be made
available to the Contractor upon demand insofar as the Contractor is not in
default of its compensation obligation to the Subcontractor.
V. This Agreement may be terminated by either party at will, with compensation
to the Subcontractor paid in full through the date of termination.
Xxxxxx and Company, Inc. Silverleaf Vacation Club, Inc.
/s/ XXXXX X. XXXXXX
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By: Xxxxx X. Xxxxxx, President By: Xxxxxx X. Xxxx, CEO
Date: 13 Nov 1996 Date: _________, 1996
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EXHIBIT "A"
MONTHLY INVOICES FOR PAYMENT
SILVERLEAF VACATION CLUB, INC. (SVCI) SHALL PAY XXXXXX & CO., INCORPORATED
(H&C) THE FOLLOWING AMOUNTS WITHIN FIVE DAYS FROM RECEIVING THE MONTHLY INVOICE
THEREFORE FROM H & C.
1. $2,916.67 PER MONTH, FOR THE SERVICES OF THE OFFICE MANAGER;
2. $12,500.00 PER MONTH, FOR THE SERVICES OF XXXXX XXXXXX;
3. ALL PAYROLL COST OF H & C DIRECTLY ATTRIBUTABLE TO SERVICES PROVIDED TO
SVCI, INCLUDING EMPLOYER'S CONTRIBUTION FOR FICA AT THE RATE OF 7.65%,
EMPLOYER'S CONTRIBUTION FOR FUTA AT THE RATE OF 0.80%, AND EMPLOYER'S
CONTRIBUTION FOR SUTA AT THE RATE OF 1.17%.
4. ALL COSTS OF H & C DIRECTLY ATTRIBUTABLE TO SERVICES PERFORMED FOR SVCI,
INCLUDING BUT NOT LIMITED TO PHONE CALLS, FAX TRANSMISSIONS, COMPUTER
DISKETTES, BLUELINE REPRODUCTIONS, OUTSIDE DISCIPLINES (MECHANICAL
ENGINEERING, STRUCTURAL ENGINEERING, ARCHITECTURAL SEALS), AND PRINTING
COSTS; AND
5. A PERCENTAGE OF H & C'S GROSS PAYROLL (INCLUDING EMPLOYER CONTRIBUTIONS
SET FORTH IN 3 ABOVE) AND THE SAME PERCENTAGE OF ALL H & C'S COSTS NOT
DIRECTLY ATTRIBUTABLE TO SERVICES PROVIDED TO SVCI ("INDIRECT COSTS"),
INCLUDING BUT NOT LIMITED TO H & C'S RENT FOR OFFICE SPACE, UTILITIES,
ALL LEASED EQUIPMENT, SUPPLIES AND LIKE COSTS. THE PERCENTAGE SHALL BE
CALCULATED BY DIVIDING H & C'S PAYROLL COST DIRECTLY ATTRIBUTABLE TO
SERVICES PROVIDED TO SVCI BY H & C'S GROSS PAYROLL, AND ADDING 2.5%. FOR
EXAMPLE, IF H & C'S GROSS PAYROLL IS $20,000 FOR A MONTH, AND H & C'S
PAYROLL COSTS DIRECTLY ATTRIBUTABLE TO SERVICES PROVIDED TO SVCI IS
$10,000 FOR THE MONTH, THAT THE PERCENTAGE OF H & C'S GROSS PAYROLL AND
INDIRECT COSTS TO BE PAID TO H & C IS 52.5% ($10,000 DIVIDED BY $20,000,
PLUS 2.5%). THIS AMOUNT WILL BE PAID TO H & C IN ADDITION TO 100% OF THE
PAYROLL
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COSTS DIRECTLY ATTRIBUTABLE TO SERVICES PROVIDED TO SVCI. IN NO EVENT,
HOWEVER, SHALL THE AMOUNT TO BE RECEIVED BY H & C FOR THE PAYROLL COSTS
DIRECTLY ATTRIBUTABLE TO SERVICES PROVIDED TO SVCI PLUS THE PERCENTAGE OF H &
C'S GROSS PAYROLL TO BE PAID BY SVCI EXCEED 100% OF H & C'S GROSS PAYROLL.
6. H & C SHALL PROVIDE SVCI COPIES OF ALL EMPLOYEE PAYROLL LOGS AND RECORDS, JOB
LOGS FOR THE OFFICE MANAGER AND XXXXX XXXXXX, DOCUMENTS AND INVOICES
NECESSARY TO SUPPORT ALL ASPECTS OF ITS INVOICE TO SVCI. THE INVOICE SHALL BE
ITEMIZED TO SHOW ALL AMOUNTS REFERRED TO ABOVE, INCLUDING THE CALCULATION OF
THE PERCENTAGE AFOREMENTIONED.
7. H & C REQUESTS THAT A $20,000.00 DEPOSIT BE MADE BY SVCI TO H & C, TO BE
RETAINED BY H & C IN ORDER FOR H & C NOT TO HAVE THE BURDEN OF CARRYING THE
TOTAL EXPENSE OF SERVICES DELIVERED TO SVCI FOR A PERIOD OF TIME POSSIBLY IN
EXCESS OF 45 DAYS (30 DAYS OF DIRECT AND INDIRECT COST FOR SERVICES RENDERED
PLUS APPROXIMATELY 10 TO 15 DAYS TO ASSEMBLE ALL NECESSARY DOCUMENTATION
AND CALCULATIONS NECESSARY FOR COMPILATION OF THE INVOICE AND 5 DAYS FOR
PAYMENT OF INVOICE BY SVCI). THIS WILL EASE H & C'S CASH FLOW PROBLEMS
WHICH OCCUR TOWARDS THE END OF THE 45 DAY PERIOD WHICH ELAPSES BEFORE H & C
CAN RECEIVE PAYMENT PURSUANT TO THE INVOICES TO BE SENT OUT.
9. SVCI AGREES TO PROCESS AND PAY EACH H & C WITHIN FIVE (5) DAYS OF SUBMITTAL
BY H & C TO SVCI.
