SERVICE AGREEMENT BETWEEN THE BOHEMIAN COMPANIES, LLC AND WESTMOUNTAIN ALTERNATIVE ENERGY, INC.
Exhibit 10.1
SERVICE
AGREEMENT BETWEEN
THE
BOHEMIAN COMPANIES, LLC
AND
WESTMOUNTAIN ALTERNATIVE ENERGY,
INC.
THIS SERVICE AGREEMENT (this
“Agreement”) effective as of January 1, 2008 is made by and between BOHEMIAN COMPANIES, LLC, a
Colorado limited liability company (the
“Service Provider”), and WESTMOUNTAIN ALTERNATIVE ENERGY, INC.
(the
“Company”), a corporation formed pursuant to the laws of the State of
Colorado.
WITNESSETH:
WHEREAS, the Company desires
to hire the Service Provider to provide to the Company the Services (hereinafter
defined) enumerated by this Agreement; and
WHEREAS, the Service Provider
is professionally staffed and capable of delivering the Services;
WHEREAS, the parties desire to
amend and restate their original agreement to more accurately reflect the
working relationship and to meet certain federal tax objectives;
NOW, THEREFORE, in
consideration of the mutual covenants, promises, conditions, and agreements set
forth herein, the Service Provider and the Company hereby agree as
follows:
1. Services
of Service Provider. The Service Provider shall,
during the term of this Agreement, devote such time and effort as may be
necessary to perform such duties and services as are in keeping with the
business and exempt purposes of the Company (hereinafter “Services”) subject to
the direction and control of the Company, including, but not limited to the
following duties and services:
|
(a)
|
Cash Management; |
|
(b)
|
Custody
of assets (including non-publicly traded securities, as well as publicly
traded securities from time to time on an as needed
basis);
|
|
(c)
|
Preparation
and review of financial statements;
|
|
(d)
|
Direction
of short-term investments;
|
|
(e)
|
Review
of investment positions;
|
|
(f)
|
Making
of estimated tax deposits;
|
|
(g)
|
Preparation
of tax returns;
|
|
(h)
|
Check
preparation, xxxx payment, bank deposits, and bank account
reconciliations;
|
-
1 -
|
(i)
|
Financial,
bookkeeping, accounting, legal and tax matters, including the coordination
of professional service providers necessary with respect to such
matters.
|
2. Compensation. In exchange for the
Services, the Company will compensate the Service Provider based upon reasonable
costs. Employees of the Service Provider will record all time spent performing
services for the Company and the Company will compensate the Service Provider
based upon the total of such time. The amount charged to the Company by the
Service Provider shall be based upon an allocable portion of the direct and
indirect costs of each employee who performs Services on behalf of the Company.
These costs shall include, but not be limited to, salary, the proportionate
share of cost of overhead, and the cost of employee benefits provided by the
Service Provider to its employees. Service Provider shall invoice Company not
less frequently than quarterly for payment of the compensation calculated as set
forth above. In no event shall the compensation paid by the Company to the
Service Provider exceed reasonable costs or what would be paid for like services
to like enterprises unrelated to the Company under like
circumstances.
3. Authority
of Service Provider and the Company. Subject to the direction and
control of the Company, the Service Provider shall have such power and authority
as necessary to perform such duties as are in keeping with the business and
exempt purposes of the Company. Unless otherwise provided in this Agreement or
authorized by the Company, the Service Provider shall have no other power or
authority. The Company shall have the right to determine and control the nature
and quality of the services provided hereunder, the amounts paid for such
services, and the person performing such services.
4. Prohibition
on Commingling of Funds. The funds of the Company
shall not be commingled with the funds of the Service Provider or any other
person or entity.
5. Term. The term of this Agreement
shall commence on the effective date and shall terminate on December 31, 2008
(the “Initial Term”). Upon the expiration of the Initial Term, this Agreement
shall be automatically renewed for a one year term (the “Second Term”), and
Shall thereafter by automatically renewed annually, for an additional one year
term, upon the expiration of the Second Term and each succeeding term
thereafter, provided, however, that the Agreement shall not be renewed, and
shall terminate at the end of the then effective term, if either party delivers
a written notice to the other party at least thirty (30) days prior to the
expiration of the then effective term indicating its desire to terminate this
Agreement.
6. Right to
Indemnification.
The Company shall, to the fullest extent permitted by applicable law as then in
effect, indemnify the Service Provider, which is or
-
2 -
was
involved in any manner (including, with limitation, as a party or witness) or is
threatened to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including without limitation, any action, suit
or proceeding by or in the right of the Company to procure a judgment in is
favor) (a “Proceeding”) by reason of the fact that the Service Provider was
performing its duties or providing Services under this Agreement, against all
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the Service Provider in
connection with such Proceeding. Such indemnification shall include the right to
receive payment in advance of any expenses incurred by the Service Provider in
connection with such Proceeding consistent with the provisions of applicable law
as then in effect.
7. Successor
and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, that neither
party hereto may, without the written consent of the other party hereto, assign
any of its rights or delegate any of its duties or obligations under this
Agreement to anyone.
8. Governing
Law. This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Colorado.
9. Severability. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
10. Headings. The headings of the various
sections and paragraphs of this Agreement have been inserted for convenient
reference only and shall not be construed to enlarge, diminish or otherwise
change the express provisions hereof
11. Counterparts. This Agreement may be signed
in several counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same agreement.
-
3 -
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as
of the 1st day of January, 2008.
BOHEMIAN
COMPANIES, LLC
|
WESTMOUNTAIN
ALTERNATIVE ENERGY, INC.
|
||||
By:
|
/s/ Xxxxxx
Xxxxxxx
|
By:
|
/s/
Xxxxx Xxxxxx
|
||
Name:
|
Xxxxxx
Xxxxxxx
|
Name:
|
Xxxxx
Xxxxxx
|
||
Title:
|
CEO
|
Title:
|
President
|
||
- 4
-