EXHIBIT 10.3
GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT
Washington Corporations ("WC") and Washington Contractors Group, Inc. and
it's designees ("WCGI"), together referred to as the "Parties," on this first
day of August, 1993, agree as follows:
1. PAYMENT:
WCGI shall pay a monthly fee of $94,000 to WC for the services provided
hereunder. This fee shall be due twenty (20) days following the last day of
each month this Agreement is in effect.
2. SERVICES PROVIDED BY WC:
(a) WC shall continue to provide General and Administrative Services,
it has historically provided to WCGI. WC shall provide consulting and/or
technical expertise in the following areas as services (generally
classified as General and Administrative Services) under this Agreement.
(i) ACCOUNTING
WC shall provide accounting systems, policies and
procedures to be utilized as directed by WCGI. WC personnel will
perform internal audits and training at periodic intervals to
assist WCGI in implementing these systems, policies and
procedures. WC shall negotiate outside audit contracts and
provide support in technical areas where assistance is needed.
(ii) CASH MANAGEMENT
WC shall provide cash management services to WCGI. WC's
treasurer shall assist in the administration of accounts and with
borrowing and investment decisions.
(iii) TAX
WC shall provide planning and tax review services. These
services will include: Calculation of quarterly estimated tax
payments, filing of extensions, preparation and filing of annual
state and Federal returns, and researching tax considerations for
proposed business transactions. WC shall help coordinate the use
of outside tax consultants.
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(iv) LEGAL
WC shall help coordinate and direct ongoing legal actions,
advise companies in their daily operations and provide other forms
of legal advice. If requested, the WC legal department shall
provide review of or recommend outside review of contracts, sales
and purchase documents, and employee relations agreements.
(v) PROPERTY MANAGEMENT CONSULTING
WC shall provide property management consulting services
which will assist in real estate activities, real estate
acquisitions, leases, and sales of property as directed by WCGI.
WC will also provide assistance in real estate filings, deed
recordation, property tax matters, and other aspects of real
estate management.
(vi) EQUIPMENT MANAGEMENT CONSULTING
WC shall provide assistance in decision making regarding
acquisition and disposal of equipment. WC's equipment management
consultant will assist in negotiations with vendors regarding
price, warranty, production guarantees, etc.
(vii) PUBLIC AND GOVERNMENT RELATIONS
WC shall provide consultation services to WCGI to assist
WCGI in the areas of Public Relations and Legislative and
Government Relations.
(viii) FINANCIAL AND BUSINESS CONSULTING
WC shall provide consulting services to WCGI where it
request advice in financing or acquiring new business and/or
operations.
(ix) AVIATION AND HANGAR SERVICES
In consideration for WC making additional aircraft and
hanger facilities available to WCGI, certain airplane ownership
costs and hangar costs, not included in the Aviation Services
Agreement, shall be provided and are included in the amount
charged under this Agreement.
(b) In addition to providing the above services, WCGI may request and
WC may provide such other services and for such other considerations as
mutually agreed upon by WC and WCGI.
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3. MISCELLANEOUS:
(a) It is intended that WC will provide the same services as it
previously provided to WCGI. By providing these services, XX xxx snot
assume any obligation to WCGI except that of a consultant.
(b) Nothing in this Agreement shall be construed to require WC to
provide all services required by WCGI.
(c) Except as otherwise provided in this Agreement, no Party hereto
shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other Party hereto and any such
attempted assignment without such prior written consent shall be void and
of no force and effect. This Agreement shall inure to the benefit of and
shall be binding upon the successors and permitted assigns of the Parties
hereto.
(d) In the event that any provision of this Agreement is declared by
any court or other judicial or administrative body to be null, void, or
unenforceable, such provision shall survive to the extent it is not
declared to be null, void or unenforceable, and all of the other
provisions of this Agreement shall remain in full force and effect.
(e) This Agreement shall be construed, performed and enforced in
accordance with, and governed by, the internal laws of the State of
Montana, without giving effect to the principles of conflict of laws
thereof.
(f) WCGI indemnifies WC against any liabilities which may arise from
WC's performance of this Agreement.
(g) This Agreement shall be in effect from the date hereof until
cancelled by either party upon thirty (30) days written notice to the
other party.
(h) The monthly charges described herein may be renegotiated annually
effective on January 1, 1994 and each January 1 thereafter.
WASHINGTON CONTRACTORS GROUP, INC.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
WASHINGTON CORPORATIONS
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, Vice President - Accounting
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