EXHIBIT 10.13
CONSULTING AGREEMENT
This consulting agreement made this 16 day of November, 1999, between WCA
Services, Inc., a Wisconsin corporation with its principal place of business at
000 Xxxxx Xxxxx Xxxxx 000, Xxxxxx, Xxxxxxxxx, ("WCASI"), and Trancom Industries,
Inc., a Colorado corporation with its principal place of business at 00 Xxxx
Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxx, ("Trancom");
RECITALS
WCASI and Trancom acknowledge the following:
A. WCASI is a wholly owned subsidiary of Wisconsin Counties Association
("WCA"). WCA was created by the Wisconsin legislature to protect county
interests and further better government.
B. Trancom has distribution rights to market, distribute and sell the Brake
Safe visual brake stroke indicators and related products (the "Products") in the
United States.
C. Trancom desires to locate transportation fleets who wish to purchase the
Products in the United States and believes that WCASI can provide Trancom
valuable consulting services and facilitate Trancom entering into the Wisconsin
market.
D. WCASI has agreed to provide certain services to Trancom on the terms and
conditions set forth in this Agreement.
AGREEMENT
1.) Obligation of WCASI
a) WCASI agrees to:
i) Endorse and promote the Products to Wisconsin Counties who are seeking
to improve the safety and productivity of their fleet by installing
the Products.
ii) Co-ordinate all order requests from the counties and other interested
parties and place orders for the Product with Trancom.
iii) At its option, warehouse the Products for distribution to the
Wisconsin Counties who have placed orders for the Products and ship
the Product requested by the Counties, or require that Trancom ship
the products directly to the customer, provided that the minimum
customer order for shipment will be 96 axles or such lesser quantity
as may be required to fully equip the customer's fleet.
iv) Provide introductions and contacts to Trancom for other parties in
Wisconsin who could be interested in purchasing the Products (the
"Wisconsin Customers").
v) Provide introductions and contacts to Trancom for other parties
carrying on business outside the State of Wisconsin who could be
interested in purchasing the Products (the "Non-Wisconsin Customers").
b) WCASI representatives shall meet periodically with representatives of
Trancom and the manufacturer of the Products, Spectra Products Inc. ("SPI")
to discuss specific meetings and promotional matters and to review overall
program development.
c) WCASI will provide information available to WCASI to Trancom as requested
by Trancom or as WCASI believes will be useful to Trancom in furthering the
sale of the products to Wisconsin Counties, Wisconsin Customers and the
Non-Wisconsin Customers.
2.) Term of Agreement
The term of this Agreement shall commence as of the date hereof and shall
continue for a period of five years. Either Party may terminate this
Agreement at any time by giving 90 days written notice to the other,
specifying the reasons for such termination and giving the non-terminating
Party 30 days to cure any deficiencies. In the event such deficiences are
reasonably cured within such 30 day period, this Agreement shall continue
pursuant to the terms hereof.
3.) Obligations of Trancom
a) Trancom agrees to:
i) Pay WCASI an override for each unit of the Products purchased by the
Wisconsin Counties during the term of this Agreement as set forth in
schedule A, attached hereto and an override for each unit of the
Products purchased by the Wisconsin customers as set forth in Schedule
C attached hereto.
ii) Pay WCASI on override for each unit of the Products purchased by the
Non- Wisconsin Customers as set forth in Schedule B, attached hereto.
b) Trancom will provide WCASI with technical support including promotional
brochures, posters, videos and technical bulletins needed in the promotion,
selling and distribution of the Product by WCASI.
c) Trancom will have in force a liability insurance policy, the amount of such
insurance not to be less than $1,000,000 for each assurance and naming
WCASI as an insured party.
4.) Relationships and Indemnity
Trancom has engaged WCASI to consult for the promotion, sale and
distribution of the Products for Wisconsin Counties, Wisconsin Customers and
Non-Wisconsin Customers. Nothing in this Agreement shall be construed to
constitute Trancom and WCASI as partners, joint venturers or agents for each
other or as authorizing either party to obligate the other party in any manner.
Trancom shall indemnify, hold harmless, and defend WCASI and its directors,
officers, and agents from any loss, expense, or damage (including reasonable
fees of attorneys and experts) arising out of any claims, actions, judgements,
decrees, or orders which may be predicated upon an alleged negligent or improper
act or omission by WCASI or for any product defect including claims of warranty,
either express or implied provided that no representation, other than the
product and warranty representation communicated to WCASI, concerning the
Products shall be made by WCASI without the prior written consent of Trancom.
5.) Termination of Agreement
The obligations of Trancom pursuant to paragraph 3, 4 and 7 shall survive
the termination of this Agreement. In addition, upon termination of this
Agreement, WCASI shall provide to Trancom a list of each Wisconsin County,
Wisconsin Customer and Non-Wisconsin Customer that WCASI has introduced to
Trancom for the purpose of promoting, selling and distributing the Products. If,
within twelve months after termination of this Agreement, Trancom enters into an
agreement with a Wisconsin County, Wisconsin Customer or Non-Wisconsin Customer
on the list provided by WCASI, for the sale of the Product, the fees payable
under this Agreement from Trancom to WCASI shall be payable as provided in this
Agreement.
6.) Orders/Pricing/Terms
i) All orders from WCASI to Trancom for the Products shall he subject to
the terms and conditions set forth in Schedule "C", which terms and
conditions may be amended by Trancom from time to time as provided for
herein.
ii) WCASI is free to establish a suggested price for the sale of the
Products Consistent with Trancom's suggested resale price range of
$29.95 to $32.95 (depending on volume), per axle (one axle consists of
sufficient product to equip two air brake xxxxxxxx). The override set
forth in Schedule "A" is calculated on the suggested selling price of
$26.95 to Wisconsin Counties..
iii) All prices will be in U.S. dollars, FOB SPI's warehouse, Toronto,
Canada. Payment terms will be net 30 days or 2% net 10 for early
payment.
7.) WARRANTY OF TRANCOM
i) Trancom will extend to the customers of WCASI only the warranty given
by SPI to Trancom as set forth in Schedule "D" to this Agreement and
WCASI is not authorized or empowered to make any changes thereto.
ii) Trancom will indemnify, defend and hold WCASI harmless from any and
all claims, damages, losses and expenses, including reasonable
attorney's fees and costs sustained by WCASI as a result of defect or
alleged defects in the Products sold to WCASI or any customers of
WCASI for which WCASI receives an override.
8.) Exclusive Agreement
Trancom agrees that during the term of this Agreement, Trancom shall not
enter any agreement with any other consultant, agent or representative for the
purpose of entering into agreements with Wisconsin counties for the promotion,
sale or distribution of the Product. WCASI agrees that during the term of this
Agreement, WCASI shall not provide consulting services or other representation
to any entity seeking to promote, sell or distribute products similar to the
Products.
9.) Amendment: Governing Law
This Agreement may be amended only by a written instrument signed on the
behalf of both Trancom and WCASI. This agreement shall be governed by laws in
the State of Wisconsin.
10.) Successors Assigns
This Agreement shall be binding on the parties hereto, their successors and
assigns.
11.) Prior Agreements
This Agreement supercedes all prior agreements whether written or oral.
WCA SERVICES, INC.
/s/ Xxxxxxx X. Xxxxxxx BY: /s/ Xxxx X. Rozbeki
------------------------------ ---------------------------------
Witness Its President
TRANCOM INDUSTRIES, INC.
/s/ Xxxxxxx X. Xxxxxxx BY: Xxxxxxx Xxxxxx
------------------------------ ---------------------------------
Witness Its President
Schedule A
Trancom agrees to pay WCASI an override on each axle (one axle consists of
sufficient product to equip two airbrake xxxxxxxx) purchased annually by
Wisconsin Counties and Wisconsin customers as follows:
Annual Qty of Axles Override
-------------------------- -------------
1 to 5000 $3.00
5001 to 7500 $5.00
7501 plus $6.00
Schedule B
Trancom agrees to pay WCASI an override on each axle (one axle consists of
sufficient product to equip two air brake xxxxxxxx) purchased annually by the
Non-Wisconsin Customers as follows:
Annual Qty of Axles Override
-------------------------- -------------
1 to 5000 $0.50
5001 to 7500 $0.65
7500 plus $0.75
Schedule C
Trancom agrees to sell the Products to WCASI at the prices set forth herein as
may be amended by Trancom from time to time:
Product Price
-------------------------- --------
Truck/Trailer Axle Kit $26.95
Trailer Axle Kit $26.95
o All prices are FOB manufacturer's warehouse, Toronto, Canada.
o Trancom will hold WCASI's price firm for a period of 12 months commencing
the effective date of this Agreement.
o All prices are in U.S. dollars. Payment terms are net 30 days or 2% net 10
for early payment.
Schedule D
Trancom will warranty its Brake Safe products purchased from WCASI by WCASI's
customers under the terms of and conditions set forth hereunder:
