EXHIBIT 10(vi)
AMENDED AGREEMENT/PROJECT MANAGER/SUPERINTENDENT
THIS AMENDED AGREEMENT/PROJECT MANAGER/SUPERINTENDENT entered into this
8th day of October, 2002 by and between U.S. West Homes, Inc. [U.S. West Homes]
and Xxxxxxx X. Xxxxxx [Xxxxxx] under the terms of which the parties agree as
follows:
1. Xxxxxx will serve as the Project Manager/Superintendent for the Cottages at
San Jacinto being currently developed by U.S. West Homes.
2. Xxxxxx shall receive monthly compensation of $2,000.00 for the month of
September which shall be paid immediately upon the execution hereof and shall
receive compensation of $2,000 per month payable one half on the 1st and one
half on the 15th of each month until such time as construction shall commence on
the project.
3. Xxxxxx shall be paid $4,000 per month after construction actually commences,
payable one half on the 1st day of the month and one half on the 15th day of the
month until such time as the model homes are completed and construction has
commenced on the 2nd phase of construction at which time Xxxxxx'x compensation
shall be increased to $8,000.00 per month, payable one half on the 1st day of
the month and the other half on the 15th day of the month.
4. Additionally, if Xxxxxx continues to act as the Project
Manager/Superintendent of the Cottages at San Jacinto through to the completion
of the development project, then he shall be entitled to receive bonus
compensation in the form of common stock in U.S. West Homes pursuant to the 2001
Employee's Stock Option Plan, the amount of compensation equal to an agreed upon
percentage of the profit from the Cottages at San Jacinto development project.
5. During the time Xxxxxx continues to act as Project Manager/Superintendent, he
shall be entitled to receive in addition to his compensation a truck allowance
of $300.00 per month, gasoline and oil as necessary, Xxxxxx to be reimbursed
therefor based upon invoices submitted on a bi-monthly basis, and the unlimited
use of a cell phone which shall be purchased and maintained by U.S. West Homes
for Xxxxxx'x use.
6. U.S. West Homes shall pay the cost of all fees related to the project
including checking, inspections, zoning, annexation, application, assessments,
permits, bond premiums, title company charges and all other charges which may be
necessary to be paid during the period of this agreement.
7. This agreement is for an engagement at the will of U.S. West Homes and the
consultant may be discharged at any time at the will of U.S. West Homes,
provided however, that in the event Xxxxxx has worked continuously for U.S. West
Homes for a period of at least one year from the date of the execution hereof,
then he shall be entitled to receive the bonus stock options set forth herein
above in Paragraph 5 to the extent that there were profits during the year when
Xxxxxx was engaged as a consultant to U.S. West Homes.
8. Indemnification: In the event litigation is instituted against Client naming
Consultant as a co-defendant for any reason, Client hereby agrees to indemnify
and hold harmless Consultant, its partners, employees, agents, representatives,
retained professionals, their assigns and controlling persons from any loss,
claim, damages, liabilities, costs and expense in any suit, proceeding and/or
claim arising from the cost of investigating, preparing and defending the
submissions made by Consultant based upon information which was obtained from
Client and submitted on forms prepared by Consultant and/or its retained
professionals. This said Paragraph 4 shall survive the expiration or termination
of this Agreement.
9. Independent Contractor Status: Client acknowledges that Consultant shall
perform its services under the provisions of this Agreement as an Independent
Contractor and not as an employee or an affiliate of Client.
10. Amendment and Modification: Subject to applicable law, this Agreement may be
amended, modified or supplemented only by a written agreement signed by both
parties. No oral modifications to this Agreement may be made.
11. Entire Agreement: This Agreement contains the entire agreement between the
parties hereto and supersedes any prior understanding, written or oral,
respecting the subject matter hereof. The failure of Consultant to insist upon
strict performance of any term of this Agreement shall not be construed by
Client as a waiver at any time of the rights, remedies or indemnification, all
of which shall remain in full force and effect from the time of the execution
hereof.
12. Binding Effect: This Agreement shall be binding upon the heirs, executors,
administrators, assigns of the parties hereto and Client shall not assign its
rights hereunder or delegate its duties under any of the terms hereof without
the prior written consent of PSS, which consent will not be unreasonably
withheld.
13. Attorney's Fees and Costs: In the event an arbitration, mediation, suit or
action is brought by any party under this Agreement to enforce any of its terms,
or in any appeal therefrom, it is agreed that the prevailing party shall be
entitled to receive its reasonable attorney's fees and costs in connection
therewith.
14. Severability: If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future law during the term hereof,
such provision shall be fully severable and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision never
comprised a part hereof and the remaining provisions shall remain in full force
and effect and shall not be affected by the illegal, invalid or unenforceable
provisions or by its severance here from. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as part
of this Agreement, a provision as similar in nature in its terms to such
illegal, invalid or unenforceable provision as may be legal, valid and
enforceable.
15. Governing Law: This Agreement shall be governed by the Laws of the State of
California and the venue for the resolution of any dispute arising hereunder
shall be in Orange County, California.
16. Independent Advise of Counsel: Xxxxxx acknowledges and agrees that he has
received the independent advise of counsel prior to executing this Agreement and
that counsel has explained to him the terms of this Agreement and their legal
ramifications. Xxxxxx further understands and agrees that U.S. West Homes does
not offer legal counsel from its staff to render legal advise or offer legal
assistance. All requests for legal advise by Xxxxxx will be referred to legal
counsel for a proper legal opinion.
Accordingly, no statements or representations by Consultant, partners,
employees, agents, representatives, retained professionals, their assigns and
controlling persons, should be construed to be legal advise and Consultant
advises Client to always consult with its own attorneys regarding the legalities
of all investment offerings, registrations and filings.
IN WITNESS HEREOF, the parties above have caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Xxxxxxx X. Xxxxxx U.S. West Homes, Inc.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
Chief Executive Officer
