CLIENT SERVICES AGREEMENT
This Client Services Agreement ("Agreement") is made by and between S L S
Services, Inc. d/b/a Xxxx Oversight & Logistical Technologies, Inc. ("XXXX") and
The Riverfront Development Corporation, Inc. ("Riverfront") this First day of
April, 1994.
Recital
XXXX is engaged in the business of providing to its clients a full complement of
services normally performed by business entities in the conduct of their
affairs.
RIVERFRONT desires to enter into an agreement with XXXX for the furnishing of
such services required for the conduct of its business activities.
NOW THEREFORE, and in consideration of the premises, the parties agree to
as follows:
1. Purpose. RIVERFRONT will purchase and XXXX will provide to
RIVERFRONT the services designated on Exhibit A hereto and such other
services RIVERFRONT requests XXXX to perform with respect to the
normal business activities of RIVERFRONT. In addition to providing the
personnel required to perform the Services, XXXX shall provide all
equipment, office, computer, and otherwise necessary to perform the
Services.
2. Term. The term of this Agreement shall commence effective the date
of signing and shall continue from year to year unless terminated in
accordance with this Agreement.
3. Independent Contractor. XXXX shall be an independent Contractor in
the performance of its obligations under this Agreement. Any employees
of XXXX who perform Services shall be the employees of XXXX solely and
RIVERFRONT shall not be a joint employer of any of XXXX'x employees.
To that end XXXX shall have the exclusive right and duty to supervise
and direct the day to day activities of its employees, including
without limitation, the responsibility to determine and pay their
wages and benefits and to pay all Federal, State and local taxes or
contributions imposed or required under unemployment, workers'
compensation, social security, Medicare, wage and income tax laws with
respect to them. XXXX shall have the sole right to add, remove or
replace any of its employees performing any of the Services.
RIVERFRONT shall have the right to request XXXX to remove, replace or
reassign any of its personnel based upon a legitimate need to do so
but such determination shall be made in the sole discretion of XXXX.
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4. Compensation. As compensation for the Services RIVERFRONT shall pay
a fee to XXXX equal to Four percent (4%) of RIVERFRONT's gross
revenues. The fee shall be paid monthly on the 30th day of each month
following the month for which such fee is determined.
5. Consultations. In addition to the Services provided, XXXX shall
designate and make available to meet and consult with the Board of
Directors and the officers of RIVERFRONT the appropriate personnel to
at reasonable times concerning matters pertaining to the organization
of RIVERFRONT's work force, the fiscal policy of RIVERFRONT, the
relationship of RIVERFRONT with its employees or with any organization
representing its employees and in general concerning any material
problems arising in connection with the business affairs of
RIVERFRONT.
6. Standard of Care. XXXX will discharge its obligations under this
Agreement with that level of care which a similarly situated
administrative services provider would exercise under similar
circumstances. XXXX shall not be liable to any party for any mistake
of judgment or other action taken in good faith or for any liability
expense or loss whatsoever, unless it is found in a final judgment by
a court of competent jurisdiction (not subject to further appeal) to
have resulted directly and solely from the fraud criminality or
willful misconduct of XXXX.
7. Insurance. XXXX shall obtain and provide RIVERFRONT with evidence
of comprehensive General Liability insurance coverage in an amount no
less than One Million Dollars ($1,000,000.00) in which RIVERFRONT
shall be named as an additional insured. XXXX shall furnish to
RIVERFRONTT a Certificate of Insurance evidencing such insurance
coverage which shall be underwritten by an insurance carrier
reasonably satisfactory to RIVERFRONT and shall maintain such coverage
during the term of this Agreement. Such insurance shall provide that
RIVERFRONT shall be furnished with thirty (30) days written notice
prior to the date of any cancellation of such coverage.
8. Remedies. Should XXXX become incapable of continuing performance of
the Services, whether due to circumstances within or outside of its
control, RIVERFRONT may terminate this Agreement. Should RIVERFRONT be
in default of compensation owing at any time under this Agreement,
RIVERFRONT shall be deemed to be in default of this Agreement and XXXX
has available to it all legal remedies and process.
9. Termination. This Agreement shall continue until terminated by
either party as herein provided. Besides electing to terminate this
Agreement as an exercise of its remedies as stated above, either party
may elect to terminate this Agreement by giving written notice to the
other party as stated below:
TO RIVERFRONT: Xx. Xxxxxx X. Xxxx, Xx,
President
The Riverfront Development Corporation
000 X. Xxxxxxxx Xxx.,
Xxxxxxxxxx Xxxx, XX 00000
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TO XXXX: Xx. Xxxxxx X. Xxxx, Xx.
President
Xxxx Oversight & Logistical Technologies
XX Xxx 0000
Xxxx., XX 00000
Such notice shall be given at least ninety days prior to the proposed
termination of the Agreement. XXXX shall deliver immediately to
RIVERFRONT all of the records in its possession of RIVERFRONT
pertaining to and related to the Services. XXXX agrees to keep
confidential, and shall not disclose to any third party or make use
of, any information regarding RIVERFRONT of any nature which XXXX may
acquire during the term of this Agreement. XXXX agrees that if it
violates this provision relating to confidentiality, the remedy at law
for such violation will be inadequate and that RIVERFRONT will suffer
irreparable harm. Therefore, in addition to any other remedy which
RIVERFRONT may have under this Agreement, RIVERFRONT shall be entitled
to apply to any court of competent jurisdiction for equitable relief,
including specific performance and injunctions restraining XXXX from
committing or continuing any such violation of this Agreement without
the necessity of proving actual damages.
10. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and may not be amended except by an instrument in
writing executed by both of the parties hereto. This Agreement
supersedes any and all written or verbal agreements between the
parties.
Attest: SLS Services, Inc
--------------------------- d/b/a Xxxx Oversight & Logistical
BY: /s/ Xxxxxxx X. Xxxxxx Technologies, Inc.
------------------------------
BY: /s/ Xxxxxx X. Xxxx, Xx.
------------------------------
Date: April 1, 1994
----------------------------
Attest: The Riverfront Development
--------------------------- Corporation, Inc.
BY: /s/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxxxx X. Xxxx, Xx.
------------------------------ ------------------------------
Date: April 1, 1994
----------------------------
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Exhibit A
Description of Services for Client
Accounting: Preparation and maintenance of books of original entry including
but not limited to, cash receipts journal, cash disbursements journal, purchase
journal, accounts payable journal, payroll journal, sales journal, preparation
and maintenance intermediate books of entry, final book of entry i.e. general
ledger; preparation of monthly trial balances and financial statements (balance
sheet, statement of income and retained earnings and source and use of cash), if
needed, but in not event not less than on a quarterly basis, no less then sixty
(60) days after the end of the first three quarters of a year and one hundred
twenty (120) days after the end of the fiscal year; processing of sales
invoices, mailing to customers, collection of payments due and deposit of
collections into client's bank account as designated.
Management Information Processing: Collection, assembly and computer
processing of data dealing with, but not limited to, necessary to perform the
accounting services described herein; as required by client's customers
including, but no limited to, inventory reports, productivity reports; the
writing and periodic review of computer programs necessary to accomplish the
management information processing functions contemplated herein; the acquisition
and maintenance of any and all computer equipment necessary to accomplish the
management information processing functions contemplated herein and the
professional training of staff so that the management information processing
functions can be completed in a professional and competent manner.
Insurance: Review of property, personal injury, business and financial risks
normally associated with operations engaged in by client and the procurement of
insurance coverage with reputable insurance companies to cover such risks and
limit client's financial risk therefore; investigation, processing settlement
the providing of assistance to counsel of insurance carriers and the
communication to underwriters of personal injury and property claims;
investigation, processing, coordinating with outside counsel for the defense of
workmen's compensation claims.
Marketing. Identifying and soliciting potential customers for client;
traveling to potential market areas to meet with prospective customers for
client; quoting and negotiating of rates and follow-up with customers to insure
customer satisfaction.
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