Exhibit 10.2
MANAGEMENT AGREEMENT
AGREEMENT made on 13 January, 2003, at El Campo, Xxxxxxx County, Texas,
by and between CSS LAKE XXXXXXX PROPERTY, L.P., a Delaware Limited Partnership
("CSS") whose address is 00 Xxxx Xx Xxxxx Xxxxxx, Xxxxx, Xxxxxxxx Xxxxxx,
Arizona, and MC STAR, Inc., a Texas Corporation ("MC STAR") whose address is
X.X. Xxx 000, Xx Xxxxx, Xxxxxxx Xxxxxx, Xxxxx.
Recitals
WHEREAS CSS is the owner and holder of certain lease property consisting of
a Fuel Terminal and land located at the Port of Bay City, Matagorda County,
Texas. This Terminal is used for the distribution and marketing of various
petroleum products. CSS now desires to engage the management services of MC
STAR, as an independent contractor and not as an employee, to assist in the
operation and management of said Terminal and to render its services on the
terms and conditions provided in this Management Agreement.
MC STAR is in the business of marketing and distributing petroleum products
and is authorized to conduct such business in the State of Texas. MC STAR
desires to render its management services for CSS on the terms and conditions
provided in this Management Agreement.
THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
Term
1. The Term of this Agreement shall commence on the Effective Date of
this Agreement and continue for a period of 5 years, unless terminated sooner by
the mutual consent of the parties or pursuant to the terms of this Agreement.
Thereafter, the Agreement shall automatically renew for successive one year
terms unless either party notifies the other party in writing at least 90 days
prior to the end of the initial term or the then-current renewal term of its
desire to terminate the Agreement at the end of the initial term or the
then-current renewal term.
Services
2. The services to be rendered by MC STAR to CSS consist of managing and
operating every aspect of the Terminal at its own expense. MC STAR shall be
solely responsible for all aspects of operations, costs, revenues, accounting
and personnel. MC STAR agrees to perform these management services in a
professional manner. The scope, nature and timing of the performance of the
management services shall be determined and established from time to time by the
mutual agreement of the parties.
Use of Agents or Assistants
3. MC STAR is authorized to engage the services of any agents,
assistants, persons, or corporations that it determines proper to aid or assist
in the management and operations of said Terminal. The cost of this assistance
will be borne solely by MC STAR.
Fee
4. For management services to be rendered under this Agreement, MC STAR
will be entitled to receive, as a fee for its services, TWENTY-FIVE PERCENT
(25%) of the net profits, net of debt service and taxes, generated from the
operation of said Terminal. MC STAR shall be entitled to receive this
fee/profits to be paid solely out of said Terminal's free cash flow.
Reports and Records
5. MC STAR hereby agrees to maintain financial records is accordance with
GAAP, and upon request, MC STAR agrees to promptly provide CSS access to such
reports and records.
Assignment
6. MS STAR may not assign any right or interest under this Agreement
without the prior written consent of CSS. In the event of an assignment, the
assignee or the assignees's legal representative must agree in writing with the
non-assigning party to personally assume, perform, and be bound by all of the
provisions of this Agreement.
Termination
7. This Agreement may be terminated prior to the expiration of the term
in Paragraph 1 of this Agreement, in the event that one party is in material
breach of this Agreement and such breach remains substantially uncured for a
period of THIRTY (30) days after receipt of written notice by the non-breaching
party to the breaching party, specifying in reasonable detail, the nature of the
alleged breach. Events constituting a material breach shall include, but is not
limited to the following:
(a) The failure or refusal to make payment of any amount due
hereunder;
(b) The attempt to assign any interest under this Agreement without
the consent of the other party;
(c) The submission of any materially false report or data,
information or supporting records required hereunder;
(d) The failure or refusal to comply with any other material
provision of this Agreement.
(e) The failure to operate the terminal in such a manner as to
deliver profitability deemed reasonable by successful terminal
owners knowledgeable with said Terminal.
Attorney's Fees
9. If any action al law or in equity is brought to enforce or interpret
the provisions of this Agreement, the prevailing party is entitled to reasonable
attorney's fees in addition to any other relief to which it may be entitled.
Governing Law
10. This Agreement, and the rights and duties of the parties under it, are
governed by the laws of the State of Texas.
Amendment
11. This Agreement may be amended by the mutual agreement of the parties
to it, in a writing to be attached to and incorporated with this Agreement.
Legal Construction
12. In the event that any one or more of the provisions contained in this
Agreement is for any reason held to be invalid, illegal, or unenforceable in any
respect, that invalidity, illegality, or unenforceability will not affect any
other provision, and the Agreement will be construed as if the invalid, illegal,
or unenforceable provision had never been contained in this Agreement.
Notices
13. Any notices, requests, consent or communication under this Agreement
shall be effective, only if in writing and if delivered by personal delivery or
Certified mail return receipt requested to the following addresses:
MC STAR, INC.
X.X. Xxx 000
Xx Xxxxx, Xxxxx 00000
ATT: Xxxxx Xxxxx
CSS LAKE XXXXXXX PROPERTY, L.P.
00 Xxxx Xx Xxxxx Xxxxxx
Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx 00000-00
Or to such other address or addresses as shall be furnished in writing by either
party to the other.
Miscellaneous
14. Nothing in this Agreement shall be construed or deemed to create a
joint venture, partnership, or agency relationship among the parties.
15. This Agreement contains the sole and only Agreement between the
parties and supersedes any prior understandings or written or oral agreements
between the parties respecting this subject matter. The terms and provisions of
this Agreement may not be modified, supplemented or amended, except in writing
signed by both parties hereto. All terms and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
respective successors and permitted assigns.
16. This Agreement may be executed in multiple counterparts, each of which
shall be binding upon the signing part or parties thereto as fully as if all
parties had executed one instrument, and all such counterparts shall constitute
one and the same instrument. The signature pages of the parties as affixed to
the counterparts may be combined, treated, and given effect for all purposes,
including recordation, into one single instrument.
Executed this the 13 day of January, 2003.
CSS LAKE XXXXXXX PROPERTY, L.P.
By: CSS Lake Xxxxxxx Property, L.L.C.,
General Partner.
By: /s/ Xxxxx Xxxx
---------------------------
Xxxxx Xxxx, Manager
By: /s/ Xxxxxx Strong
--------------------------
Xxxxxx Strong, Manager
MC STAR, INC
By: /s/ Xxxxx Xxxxx
--------------------------
Xxxxx Xxxxx, President
THE STATE OF TEXAS )
)
COUNTY OF XXXXXXX )
This instrument was acknowledged before me on January 13, 2003, by Xxxxx
Xxxxx, President of MC STAR, INC., a Texas Corporation.
[STATE OF TEXAS /s/ Xxxxxxx Xxxxx
NOTARY SEAL - XXXXXXX XXXXX] -------------------------------
Notary Public, State of Texas
THE STATE OF ARIZONA )
)
COUNTY OF MARICOPA )
This instrument was acknowledged before me on January 16, 2003, by Xxxxx
Xxxx, Manager of CSS Lake Xxxxxxx Property, L.L.C., a Delaware Limited Liability
Company and General Partner of CSS LAKE XXXXXXX PROPERTY, L.P., a Delaware
Limited Partnership.
/s/ Xxxxxx X. Xxxxxxx
[STATE OF ARIZONA -------------------------------
NOTARY SEAL - XXXXXX X. XXXXXXX] Notary Public, State of Arizona
THE STATE OF TEXAS )
)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on January 17, 2003, by Xxxxxx
Strong, Manager of CSS Lake Xxxxxxx Property, L.L.C., a Delaware Limited
Liability Company and General Partner of CSS LAKE XXXXXXX PROPERTY, L.P., a
Delaware Limited Partnership.
[STATE OF TEXAS /s/ Xxxx X. Xxxxxx
NOTARY SEAL - XXXX X. XXXXXX] -------------------------------
Notary Public, State of Texas
