SERVICE AGREEMENT BETWEEN COLUMBIA SUSSEX CORPORATION AND COLUMBIA PROPERTIES VICKSBURG, LLC
EXHIBIT
10.5
This agreement dated the 27th day October 2003 between Columbia Sussex Corporation
(CSC), a Kentucky corporation, and Columbia Properties Vicksburg, LLC (Vicksburg), a
Nevada Corporation;
WITNESSETH, Vicksburg is desirous of having CSC provide accounting and business
management services related to its operation of the Horizon Vicksburg Hotel and Casino in
Vicksburg, Mississippi (Hotel). The parties agree that CSC is not providing any
management services related to the casino operations at this location, which are under
the sole control of Vicksburg. As such, CSC enter into this Agreement, which provides
among other things for CSC’s services.
NOW THEREFORE, the parties agree as follows:
1. CONTRACT. Vicksburg shall contract for accounting and business
management services with CSC and CSC shall provide these services to Vicksburg upon
the terms and conditions hereinafter set forth.
2. TERM AND EXTENTION. CSC’s provision for services commence on November 1, 2003 and
shall continue in full force and effect until such time as Vicksburg or CSC terminates
the relationship with sixty (60) days written notice to the other party.
3. DUTIES. During the term of this contract CSC shall provide to Vicksburg the
following services. Accounting and tax matters required or requested in connection with
the operation of the Hotel, including the preparation of monthly accounting statements
and tax reports and returns. CSC will also perform certain clerical functions associated
with casino such as preparing payrolls, paying bills and preparing certain tax returns.
Within the limitations herein above provided, CSC will render such other services of a
supervisory nature in the financial area of the operation as may be requested from
time-to-time by the Vicksburg related to the Hotel and Restaurant operations without
further compensation than that for which provision is made in this Agreement.
4. TIME REQUIREMENTS. CSC shall devote adequate time to provide accounting,
tax, and business services as is necessary to fulfill the requirements of
Vicksburg.
5. COMPENSATION. Vicksburg shall pay to CSC in equal monthly installments, as fees
for its services, sums in the aggregate amounting to $10,000.00 (Ten Thousand Dollars)
per month prorated for partial months for as long as this Agreement remains in full force
and effect, subject to future
escalation by mutual agreement for increases in CSC’s costs of providing these services.
6. OVERHEAD EXPENSE REIMBURSMENT. Vicksburg contemplates that CSC, in performing the
services herein, will incur natural and normal business expenses such as travel, professional,
secretarial, and incidental expenses. Vicksburg will reimburse CSC for all such expenses, monthly
or quarterly, in CSC’s discretion, upon CSC’s submission of bills or statements of accounts
therefore. All personnel hired by CSC who perform services exclusively for Vicksburg and the Hotel
will be employees of Vicksburg and not CSC. Other supervisory or other personnel who do not work
exclusively for Vicksburg or the Hotel will be employed by CSC.
7. RELATIONSHIP BETWEEN THE PARTIES. CSC is retained only for the purposes and the extent
set forth in this Agreement, and its relationship to Vicksburg shall be that of a provider of
services only and no other. This Agreement in no way affects any other agreements on other matters
between CSC and Vicksburg that do not relate accounting and/or business management services, and
each party agrees to hold the other harmless and indemnifies same for any acts which create
liability on the other party as a consequence of the services provided pursuant to this Agreement.
IN WITNESS WHEREOF, CSC and Vicksburg have caused this Agreement to be executed in
their corporate names by officers having the authority to do same as of the day and year
first above written.
| COLUMBIA PROPERTIES VICKSBURG, LLC | ||||||
By:
|
/s/ Xxxxxxx X. Xxxx | (corporate seal) | ||||
| Xxxxxxx X. Xxxx | ||||||
| President | ||||||
| COLUMBIA SUSSEX CORPORATION | ||||||
By:
|
/s/ Xxxxxxxx X. Xxxxxxx | (corporate seal) | ||||
| Xxxxxxxx X. Xxxxxxx | ||||||
| Secretary/Treasurer | ||||||
