EXHIBIT 10.20
CONSULTING AGREEMENT
(Park Xxxxx)
THIS CONSULTING AGREEMENT, is made as of the ___ day of ______ 1998, by and
between Telluride Resort Accommodations, Inc. ("COMPANY"), a Colorado
corporation and wholly-owned subsidiary of Vacation Properties International,
Inc. ("VPI"), a Delaware corporation and Park Xxxxx ("XXXXX")
WITNESSETH:
WHEREAS, COMPANY is engaged in the business of providing noncommercial
property management and short-term rental services and hotel management services
(the "Business"); and
WHEREAS, XXXXX has extensive experience in the Business; and
WHEREAS, COMPANY wishes to employ the services of XXXXX to consult with it
in connection with the management and operation of the Business and XXXXX wishes
to provide such services for COMPANY upon the terms and conditions hereinafter
set forth;
NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and for other good and valuable consideration hereinafter stated,
the parties agree as follows:
1. SERVICES TO BE SUPPLIED BY XXXXX.
(a) During the Term (as defined below), COMPANY hereby engages the services
of XXXXX to act as a consultant. XXXXX shall render such consulting services to
COMPANY or VPI at such times and in such manner as COMPANY or VPI may reasonably
request, up to a maximum of ten (10) hours per week, on average, and which XXXXX
has the capacity to perform relating to the Business.
(b) During the Term hereof, if Xxxxxxx Xxxxx ceases to perform as
General Manager of COMPANY pursuant to that certain Employment Agreement dated
______, 1998 among VPI, COMPANY and Xxxxxxx Xxxxx, for any reason, then XXXXX
shall assume the obligations, responsibilities and duties, and receive the
compensation and benefits, of Belli under such agreement for the period of
assumption, being the remaining "Term" thereof, as defined in such agreement.
2. COMPENSATION, BENEFITS.
(a) In consideration of XXXXX'x performance of the above-described
services, COMPANY shall pay to XXXXX a consulting fee equal to Ten Dollars
($10.00) per annum for each year that this Consulting Agreement is in effect.
(b) COMPANY shall promptly reimburse XXXXX for all reasonable
out-of-pocket expenses incurred by XXXXX during the Term in providing the
above-described services, promptly after receipt of itemized expense reports and
in compliance with such reasonable policies as COMPANY may establish from time
to time.
3. TERM.
The term of this Consulting Agreement shall be one (1) year,
commencing ________, 1998, unless sooner terminated in accordance with Article 5
(the "Term").
4. TERMINATION.
COMPANY shall have the right to terminate this Consulting Agreement at
any time for Just Cause. For this purpose, "Just Cause" shall mean fraud,
indictment for a felony, gross negligence on the part of Xx. XXXXX in the
performance of his duties to COMPANY, willful
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misconduct on the part of Xx. XXXXX in the performance of his duties to COMPANY
or a willful and material breach of this Consulting Agreement.
5. TERMINOLOGY; DESCRIPTIVE HEADINGS.
All pronouns and variations thereof shall be deemed to refer to the
masculine, feminine, singular or plural as the identity of the person or persons
may require. Titles and descriptive headings are used herein for convenience
only, and neither limit nor amplify the provisions of this Consulting Agreement
itself.
6. INDEMNIFICATION.
COMPANY agrees to indemnify XXXXX from and against any and all losses,
damages and expenses incurred by XXXXX in connection with any threatened,
pending or completed action, suit, claim or proceeding, arising out of any
conduct, act or omission of XXXXX relating to this Consulting Agreement, so long
as XXXXX shall not have been guilty of bad faith, gross negligence or willful or
reckless misconduct with respect to such conduct, act or omission and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct, act or omission was unlawful.
7. INDEPENDENT CONTRACTOR.
This Consulting Agreement shall not be considered to be an employment
agreement, and the parties agree that this Consulting Agreement does not create
an employment relationship of any kind between XXXXX and COMPANY. XXXXX shall be
an independent contractor for all purposes hereof, and nothing herein shall
render XXXXX an employee, officer, agent, venturer or partner of COMPANY.
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8. BINDING EFFECT; GOVERNING LAW.
This Consulting Agreement shall be binding upon and inure to the
benefit of all of the parties thereto and their successors and any permitted
assigns; provided, however, that XXXXX shall not have the right to assign any of
its rights or obligations under this Consulting Agreement, and any attempted
assignment shall be null and void ab initio. This Consulting Agreement shall be
governed by the laws of the State of Tennessee. Any controversy or claim arising
out of or relating to this Consulting Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof. Any
such arbitration shall be conducted at the New York City offices of the American
Arbitration Association.
9. INTEGRATED AGREEMENT; MODIFICATION.
This Consulting Agreement reflects the full understanding of the
parties with respect to the subject matter hereof and supersedes and preempts
any and all prior understandings, agreements or representations with respect to
the subject matter hereof, whether written or oral. This Consulting Agreement
may be modified only by an agreement in writing signed by each of the parties
hereto or their respective successors in interest.
10. NOTICES.
Any notice or demand which, under the provisions of this Consulting
Agreement or otherwise, must or may be given or made by any party hereto, shall
be in writing, and may be given or made by personal delivery or by mailing the
same by certified mail, return receipt requested, addressed to the other party
at the address hereinabove set forth or such other address
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as such party may designate in writing by notice given pursuant to the
provisions hereof. Any such notice given hereunder by certified mail shall be
deemed delivered five (5) days after being deposited in a United States general
or branch post office, enclosed in a certified, prepaid envelope, with return
receipt requested and addressed as hereinabove provided.
11. SEVERABILITY.
The provisions of this Consulting Agreement shall be deemed severable,
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
12. COUNTERPARTS.
This Consulting Agreement may be executed simultaneously on one or
more counterparts, each of which shall be considered an original, but all of
which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF the parties have executed this agreement the day
and year first above written.
Telluride Resort Accommodations, Inc.
By:
__________________________________ _____________________________________
Park Xxxxx
